Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairment estimations of long-lived assets, revenue recognition on cost-to-cost type contracts, allowances for uncollectible accounts, inventory valuation, warranty reserves, valuations of non-cash capital stock issuances, estimates of the incremental borrowing rate for long-term leases, fair value estimates and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are

not

readily apparent from other sources. Actual results

may

differ from these estimates under different assumptions or conditions.

Company Conditions, Policy [Policy Text Block]

Company Conditions

The continued delays in shipment of GasPTs on a significant project, and the related slower than expected acceptance of this new disruptive technology and the ongoing impact of Brexit has caused a delay in our expected profitability from continuing operations.

The Company had net loss of

$1.1

million and cash used in operating activities of

$11.5

million during the year ended

December 31, 2019.

As of

December 31, 2019,

our accumulated deficit is

$122.2

million.

Management believes the Company's present cash flows will meet its obligations for

twelve

months from the date these financial statements are available to be issued. Including our cash balance, we have

$25.7

million of positive working capital primarily related to assets held for sale, trade accounts receivable, prepaid assets, contract assets and our inventory less current liabilities that we will manage in the next

twelve

months to create positive cash flow. Considering the above factors management believes the Company can meet its obligations for the

twelve

-month period from the date the financial statements are available to be issued.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of CUI Global, Inc. and its wholly owned subsidiaries Orbital Gas Systems, Ltd. and Orbital Gas Systems, North America, Inc. hereafter referred to as the ‘‘Company.’’ Additional wholly owned subsidiaries, CUI Holdings Inc. (formerly CUI, Inc.), CUI Japan, CUI-Canada, and CUI Properties, LLC are included in these financial statements as discontinued operations. The primary assets and liabilities of CUI Holdings Inc. were sold or settled during

2019

and CUI Japan, and CUI-Canada are classified as held for sale. CUI Properties is a dormant administrative entity. Significant intercompany accounts and transactions have been eliminated in consolidation.

Discontinued Operations, Policy [Policy Text Block]

Discontinued Operations and Sales of Businesses

As part of the Company’s stated strategy to transform CUI Global into a diversified energy infrastructure services platform serving North American and U.K. energy customers, the Company’s board of directors made the decision to divest of its Power and Electromechanical businesses. On

September 30, 2019,

CUI Global, Inc. entered into an asset sale agreement by and among, CUI, Inc. ("Seller"), a wholly owned subsidiary of the Company ("Parent"), and Back Porch International, Inc. ("Buyer") to sell the Company’s Electromechanical business to a management led group. In

November 2019,

CUI Global, Inc. entered into an asset sale agreement by and among, the Seller and Bel Fuse, Inc. to sell the domestic Power supply business. Both sales closed in

2019

for combined cash proceeds of

$35.4

million and combined gain on sale of

$14.1

million. At

December 31, 2019,

the assets and liabilities of the Company's CUI-Canada and CUI Japan subsidiaries are included as held for sale.

Pursuant to the terms of the asset sale agreement with Back Porch International, Inc., the Seller and Parent agreed to sell and assign to the management-led group, Back Porch International, Inc., the rights and obligations of Seller and Parent to the assets constituting the non-power supply electromechanical components product group of Seller and Parent effective the close of business

September 30, 2019

for

$15

million (the "Purchase Consideration"). The Purchase Consideration consisted of approximately

$4.7

million in cash at closing, assumption of debt of the CUI Parent in the approximate amount of

$5.3

million, and a

-year note with the timing of payments based upon a multiple of EBITDA of the Business above

$3.5

million, guaranteed to be a total of

million (fair value of

$3.3

million at

December 31, 2019).

In addition to the assets purchased, the Buyer shall assume and agree to pay, perform and discharge certain liabilities agreed to by the Buyer and Seller ("Assumed Liabilities") including scheduled accounts payable and vendor purchase orders at the closing of the disposition, with the Sellers generally remaining obligated for remaining pre-closing liabilities other than the assumed liabilities (the “Excluded Liabilities”).

Pursuant to the terms of the asset sale agreement with Bel Fuse Inc., the Seller and Parent, excluding CUI-Canada and CUI Japan, agreed to sell and assign to the Bel Fuse Inc., the rights and obligations of Seller and Parent to the assets constituting the majority of its power supply business of Seller and Parent, excluding CUI-Canada and CUI Japan, effective upon close of the transaction for

$32

million subject to closing working capital adjustments (the "Purchase Consideration"). In addition to the assets purchased, the Buyer assumed and agreed to pay, perform and discharge certain liabilities agreed to by the Buyer and Seller ("Assumed Liabilities") including scheduled accounts payable and vendor purchase orders at the closing of the disposition, with the Sellers generally remaining obligated for remaining pre-closing liabilities other than the assumed liabilities (the “Excluded Liabilities”).

The associated results of operations of the discontinued Power and Electromechanical segment are separately reported as Discontinued Operations for all periods presented on the Consolidated Statements of Operations. Balance sheet items for the discontinued businesses, from the former Power and Electromechanical segment have been reclassified to assets held for sale within current assets and liabilities held for sale within current liabilities in the Consolidated Balance Sheets as of

December 31, 2019

and have been reclassified to assets held for sale within current and noncurrent assets and liabilities held for sale within current and noncurrent liabilities as of

December 31, 2018.

Cash flows from these discontinued businesses are included in the consolidated cash flow statements. See below for additional information on operating and investing cash flows of the discontinued operations. Results from continuing operations for the Company and segment highlights exclude the former Power and Electromechanical segment, which is included in these discontinued operations. The notes to the consolidated financial statements have also been adjusted for the years ended

December 31, 2018

and

2017

from previous disclosures as a result of the discontinued operations of the Power and Electromechanical segment.

The former Power and Electromechanical segment consists of the wholly owned subsidiaries: CUI Holding, Inc. (CUI), based in Tualatin, Oregon; CUI Japan, based in Tokyo, Japan; CUI-Canada, based in Toronto, Canada; and the entity that previously held the corporate building, CUI Properties. All

three

operating subsidiaries are providers of power and electromechanical components for Original Equipment Manufacturers (OEMs). Remaining goodwill at CUI-Canada and CUI Japan was written down to

2019

as well as the remaining

$92

thousand of customer relationship intangible at CUI-Canada.

The Power and Electromechanical segment aggregates its product offerings into

two

categories: power solutions - including external and embedded ac-dc power supplies, dc-dc converters and basic digital point of load modules and offering a technology architecture that addresses power and related accessories; and components - including connectors, speakers, buzzers, and industrial control solutions including encoders and sensors. These offerings provide a technology architecture that addresses power and related accessories to industries as broadly ranging as telecommunications, consumer electronics, medical and defense.

Selected data for these discontinued businesses consisted of the following:

Reconciliation of the Major Classes of Line Items Constituting Pretax Income from Discontinued Operations to the After-Tax Income from Discontinued Operations That Are Presented in the Statement of Operations

(In thousands)

	For the Year
	Ended December 31,

Major classes of line items constituting pretax profit (loss) of discontinued operations	2019			2018			2017

Revenues	$	56,476		$	76,447		$	64,432
Cost of revenues		(37,086	)		(50,096	)		(42,493	)
Selling, general and administrative expense		(19,384	)		(17,712	)		(16,415	)
Depreciation and amortization		(300	)		(603	)		(797	)
Research and development		(854	)		(2,647	)		(2,303	)
Provision for bad debt		(5	)		(20	)		(3	)
Impairment of goodwill and intangible assets		(278	)		—			(3	)
Interest expense		(277	)		(286	)		(299	)

Other income and expense		(113	)		52			(118	)
Pretax (loss) profit of discontinued operations related to major classes of pretax (loss) profit		(1,821	)		5,135			2,001
Pretax gain on sale of certain power and electromechanical businesses		14,100			—			—
Pretax gain on assets contributed as part of the purchase of VPS		629			—			—
Total pretax income on discontinued operations		12,908			5,135			2,001
Income tax expense		411			1,136			645

Total income from discontinued operations	$	12,497		$	3,999		$	1,356

Reconciliation of the Carrying Amounts of Major Classes of Assets and Liabilities of the Discontinued Operation to Total Assets and Liabilities of the Disposal Group Classified as Held for Sale

	As of December 31,		As of December 31,
(In thousands)	2019		2018

Carrying amounts of the major classes of assets included in discontinued operations:

Trade accounts receivables	$	1,740	$	9,382
Inventories		3,254		11,420
Prepaid expenses and other current assets		140		470
Total current assets *				21,272
Property and equipment		273		1,433
Right of use assets - Operating leases		391		—
Goodwill		—		13,089
Other intangible assets		352		8,508
Deferred tax asset		663		—
Deposits and other assets		80		77
Total noncurrent assets *				23,107
Total assets of the disposal group classified as held for sale	$	6,893	$	44,379

Carrying amounts of the major classes of liabilities included in discontinued operations:

Accounts payable	$	618	$	4,960
Line of credit		—		979
Operating lease obligations - current portion		410		—
Accrued expenses		3,935		2,958
Contract liabilities		—		270
Refund liabilities		—		2,417

Total current liabilities *				11,584

Long term note payable, related party		—		5,304
Operating lease obligations, less current portion		7		—
Deferred tax liabilities		—		1,922
Other long-term liabilities		—		15
Total noncurrent liabilities *				7,241
Total liabilities	$	4,970	$	18,825

* The assets and liabilities of the disposal group classified as held for sale are classified as current on the

December 31, 2019

balance sheet because it is probable that the sale will occur and proceeds will be collected within

one

year.

Net cash provided by operating activities of discontinued operations for

2019,

2018

and

2017

was

$2.7

million and

$4.5

million, and

$3.7

million, respectively.

Net cash used in investing activities of discontinued operations for

2019,

2018

and

2017

was

$0.5

million and

$1.3

million, and

$1.0

million, respectively.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

Accounting Standards Codification (‘‘ASC’’)

820

‘‘Fair Value Measurements and Disclosures’’ (‘‘ASC

820’’

) defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles in the U.S., and enhances disclosures about fair value measurements. ASC

820

describes a fair value hierarchy based on

three

levels of inputs, of which the

first

two

are considered observable and the last unobservable, that

may

be used to measure fair value, which are the following:

•

Level

– Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the reporting date.

•

Level

– Pricing inputs are quoted for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level

includes assets or liabilities valued at quoted prices adjusted for legal or contractual restrictions specific to these investments.

•

Level

– Pricing inputs are unobservable for the assets or liabilities; that is, the inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The Company determines when a financial instrument transfers between levels based on management’s judgment of the significance of unobservable inputs used to calculate the fair value of the financial instrument.

Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, investment, note receivable, accounts receivable, contract assets, prepaid expense and other assets, accounts payable, accrued liabilities, contract liabilities, and other liabilities reflected in the accompanying consolidated balance sheet approximate fair value at

December

31,

2019

and

2018

due to the relatively short-term nature of these instruments. Notes payable approximate fair value based on current market conditions.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Cash includes deposits at financial institutions with maturities of

three

months or less. The Company at times has cash in banks in excess of FDIC insurance limits and places its temporary cash investments with high credit quality financial institutions. The Company considers all highly liquid marketable securities with maturities of

days or less at the date of acquisition to be cash equivalents. Cash equivalents include money market funds, certificates of deposit and commercial paper. At

December

31,

2019

and

2018,

the Company had

$1.0

million and

$0.3

million, respectively, of cash and cash equivalents balances at domestic financial institutions that were covered under the FDIC insured deposits programs and

$0.3

million and

$67

thousand, respectively, at foreign financial institutions covered under the United Kingdom Financial Services Compensation (FSC) and the Canada Deposit Insurance Corporation (CDIC). At

December

31,

2019

and

2018,

the Company held

$0.2

million and

$0.3

million, respectively, in Japanese foreign bank accounts and

$0.6

million and

$0,

respectively, in European foreign bank accounts and

$0.2

million and

$67

thousand, respectively, in Canadian bank accounts. In addition to the Company's unrestricted cash and cash equivalents at

December 31, 2019

and

2018,

the Company has

and

$0.5

million, respectively, of long-term restricted cash on its balance sheet related to a contract guarantee. Restricted cash is combined with other cash and cash equivalents in reconciling the change in cash on the Company's Consolidated Statements of Cash Flows.

(In thousands)	As of December 31,
	2019		2018		2017
Cash and cash equivalents at beginning of year	$	3,979	$	12,646	$	4,617
Restricted cash at beginning of year		523		—		—
Cash, cash equivalents and restricted cash at beginning of year	$	4,502	$	12,646	$	4,617

Cash and cash equivalents at end of year	$	23,351	$	3,979	$	12,646
Restricted cash at end of year		—		523		—
Cash, cash equivalents and restricted cash at end of year	$	23,351	$	4,502	$	12,646

Investment, Policy [Policy Text Block]

Investments and Notes Receivable

The Company obtained a note receivable in

2019

as part of the divestiture of the Company's electromechanical components business. The note has a future value of

million, and is presented on the balance sheet at its present value of

$3.3

million.

Test Products International, Inc. ("TPI") is a provider of handheld test and measurement equipment. The Company had a note receivable with TPI, which originated in

2016

earning interest at

per annum with an original value of

$0.4

million and which was due

June 30, 2019.

The Company recorded interest income on the note of

thousand,

$17

thousand and

$18

thousand for the years ended

December 31, 2019,

2018

and

2017,

respectively. The interest receivable was settled on a quarterly basis via a non-cash offset against the finders-fee royalties earned by TPI on GasPT sales. Finders-fee royalties of

$36

thousand,

$10

thousand and

$16

thousand were earned by TPI in the years ended

December

31,

2019,

2018

and

2017,

respectively, and

$13

thousand,

$10,

thousand and

$16

thousand, respectively for those years, were offset against the note receivable on a quarterly basis. This note receivable was collected in

2019.

Also, in

2018

and

2017,

the Company received

$19

thousand and

$39

thousand, respectively, in cash payments against the note. The balance on the note receivable at

December 31, 2019

and

2018

was

and

$318

thousand, respectively.

During

2018,

the Company made

two

strategic investments in convertible notes receivable with Virtual Power Systems ("VPS") for a total of

$655

thousand. CUI Holdings, Inc. was the exclusive

third

-party design and development provider of VPS's ICE (Intelligent Control of Energy) products. These notes were converted to VPS stock in

2019.

See Note

Investments and Fair Value Measurements for more information on these convertible notes.

Receivable [Policy Text Block]

Accounts Receivable and Allowance for Uncollectible Accounts

Accounts receivable consist of the receivables associated with revenue derived from product sales including present amounts due to contracts accounted for under cost-to-cost method. An allowance for uncollectible accounts is recorded to allow for any amounts that

may

not

be recoverable, based on an analysis of prior collection experience, customer credit worthiness and current economic trends. Based on management’s review of accounts receivable, an allowance for doubtful accounts of

$47

thousand and

$17

thousand at

December

31,

2019

and

2018,

respectively, is considered adequate. The reserve in both periods considers aged receivables that management believes should be specifically reserved for as well as historic experience with bad debts to determine the total reserve appropriate for each period. Receivables are determined to be past due based on the payment terms of original invoices. The Company grants credit to its customers, with standard terms of Net

days. The Company routinely assesses the financial strength of its customers and, therefore, believes that its accounts receivable credit risk exposure is limited.

Activity in the allowance for doubtful accounts for the years ended

December

31,

2019,

2018

and

2017

is as follows:

(In thousands)	For the Years ended December 31,
	2019			2018			2017
Allowance for doubtful accounts, beginning of year	$	17		$	5		$	21
Charge (credit) to costs and expenses		131			13			(16	)
Deductions		(101	)		(1	)		—

Allowance for doubtful accounts, end of year	$	47		$	17		$	5

Inventory, Policy [Policy Text Block]

Inventories

Inventories consist of finished and unfinished products and are stated at the lower of cost or market through either the

first

-in,

first

-out (FIFO) method as a cost flow convention or through the moving average cost method.

December

31,

2019,

and

2018,

inventory is presented on the balance sheet net of reserves. The Company provides reserves for inventories estimated to be excess, obsolete or unmarketable. The Company’s estimation process for assessing the net realizable value is based upon its known backlog, projected future demand, historical usage and expected market conditions. Manufactured inventory includes material, labor and overhead. Inventory by category consists of:

(In thousands)	As of December 31,
	2019		2018
Finished goods	$	434	$	665
Raw materials		244		394
Work-in-process		953		563
Total inventories	$	1,631	$	1,622

Activity in inventory reserves is as follows:

(In thousands)	For the Years ended December 31,
	2019		2018			2017
Inventory reserves, beginning of year	$	1,499	$	104		$	110
Charge to costs and expenses		202		1,401			(16	)
Other additions (deductions)		59		(6	)		10
Inventory reserves, end of year	$	1,760	$	1,499		$	104

Property, Plant and Equipment, Policy [Policy Text Block]

Land, Buildings, Improvements, Furniture, Vehicles, Equipment, and Leasehold Improvements

Land is recorded at cost and includes expenditures made to ready it for use. Land is considered to have an infinite useful life.

Buildings and improvements are recorded at cost.

Furniture, vehicles, and equipment are recorded at cost and include major expenditures, which increase productivity or substantially increase useful lives.

Leasehold improvements are recorded at cost and are depreciated over the lesser of the lease term, estimated useful life.

The cost of buildings, improvements, furniture, vehicles, and equipment is depreciated over the estimated useful lives of the related assets.

Depreciation is computed using the straight-line method for financial reporting purposes. The estimated useful lives for buildings, improvements, furniture, vehicles, and equipment are as follows:

	Estimated Useful Life (in years)
Buildings and improvements	5	to	39
Furniture and equipment	3	to	10
Vehicles	3	to	5

Maintenance, repairs and minor replacements are charged to expenses when incurred. When buildings, improvements, furniture, equipment and vehicles are sold or otherwise disposed of, the asset and related accumulated depreciation are removed and any gain or loss is included in the statement of operations.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-Lived Assets

Long-lived assets including finite-lived intangible assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts

may

not

be recoverable. In performing the review for recoverability, the future cash flows expected to result from the use of the asset and its eventual disposition are estimated. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the long-lived asset, an impairment loss is recognized as the excess of the carrying amount over the fair value. Otherwise, an impairment loss is

not

recognized. Management estimates the fair value and the estimated future cash flows expected. Any changes in these estimates could impact whether there was impairment and the amount of the impairment.

In the

fourth

quarter of

2018,

the Company determined that certain long-term prepaid assets classified on the balance sheet as deposits and other assets, which were reliant on future revenue in order to be amortized to expense, did

not

have adequate forecasted revenue to justify the current valuation. This was primarily driven by the lack of substantial sales over a

two

-year period and uncertainty regarding the level of future sales. For that reason, the Company recorded a

$1.5

million impairment to deposits and other assets and reclassified

$0.1

million to prepaid assets. The amount reclassified to prepaid assets related to prepaid royalties associated with expected

2019

revenue.

Other than on goodwill,

impairments were recognized on long-lived assets in

2019,

2018

2017.

2018,

the Company performed an undiscounted cash flows impairment analysis as prescribed under ASC

360

Property, Plant and Equipment

on its long-lived fixed assets and its finite lived intangible assets at Orbital-UK due to an indication that the overall carrying value of the operating unit was

not

recoverable. Based upon that analysis,

impairment was identified for those assets.

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Identifiable Intangible Assets

Intangible assets are stated at cost net of accumulated amortization and impairment. The fair value for intangible assets acquired through acquisitions is measured at the time of acquisition utilizing the following inputs, as needed:

1.	Inputs used to measure fair value are unadjusted quote prices available in active markets for the identical assets or liabilities if available.

Inputs used to measure fair value, other than quoted prices included in

are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in inactive markets. This includes assets and liabilities valued using models or other pricing methodologies that do

not

require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full life of the asset.

Inputs used to measure fair value are unobservable inputs supported by little or

market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

4.	Expert appraisal and fair value measurement as completed by third -party experts.

The following are the estimated useful life for the intangible assets:

	Estimated
	Useful
	Life (in years)
Finite-lived intangible assets
Order backlog		2
Trade name - Orbital		10
Customer list - Orbital		10
Technology rights		20 (1)
Technology-Based Asset - Know How		12
Technology-Based Asset - Software		10
Software, at cost	3	to	5

(

)

Technology rights are amortized over a

-year life or the term of the rights agreement.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Indefinite-Lived Intangibles and Goodwill Assets

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC

805,

‘‘Business Combinations,’’ where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and

may

be adjusted, up to

one

year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

2019

Goodwill impairments

In the

fourth

quarter of

2019,

the Company determined that it was more likely than

not

that the fair value of its goodwill at CUI-Canada and CUI Japan was less than its carrying amounts. The Company hired a

third

-party valuation expert to perform a valuation and it was determined that the remaining goodwill held by CUI-Canada and CUI Japan should be written down to

zero

. With those write downs, the Company does

not

have any remaining goodwill on any of its subsidiaries.

2018

Goodwill impairments

During our review of Goodwill as of

May 31, 2018,

the Company determined that there were indicators present to suggest that it was more likely than

not

that the fair value of the Orbital-UK reporting unit was less than its carrying amount.

The significant changes for the Orbital-UK reporting unit included a decline in the

2018

actual revenue, operating income and cash flows compared to prior forecasts for the same period and a negative change in the

2018

forecasted revenue, operating income and cash flows for the remainder of the year due in part to the longer than expected temporary halt in shipping of its GasPT product to a major customer in Italy and market uncertainty due to the continuing effects of Brexit.

The Company performed a quantitative test for the Orbital-UK reporting unit, which resulted in an impairment for the Orbital-UK reporting unit, and the Company recorded a Goodwill impairment charge of

$1.3

million during the

second

quarter of

2018.

December 2018

Interim Test.

During the

fourth

quarter of

2018,

the Company determined that there were additional indicators present to suggest that it was more likely than

not

that the fair value of the Orbital-UK reporting unit was less than its carrying amount. The significant changes for the Orbital-UK reporting unit subsequent to the annual goodwill impairment test performed as of

May 31, 2018

were driven by a slower recovery than what was originally forecasted. Actual GasPT revenue continued to lag behind forecasted revenue as acceptance of the technology continued to be slower than anticipated and continued delays associated with existing customer contracts that had

not

yet resumed. This slower than expected recovery, led to lower

2018

revenue, operating income and cash flows than originally forecasted.

As a result of its analysis, the Company performed another quantitative test of goodwill, which resulted in further impairment for the Orbital-UK reporting unit, and the Company recorded a goodwill impairment charge of

$3.1

million during the

fourth

quarter of

2018,

to write-off the remaining Energy segment goodwill. In addition, the reporting units in the discontinued Power and Electromechanical segment were also tested for impairment due to the overall decrease in market capitalization experienced in

2018,

with

impairment required.

December 2017

Interim Test.

During the

fourth

quarter of

2017,

the Company determined that there were indicators present to suggest that it was more likely than

not

May 31, 2017

included a decline in the

2017

actual revenue, operating income and cash flows compared to previously forecasted results and a decline in the

2018

forecasted revenue, operating income and cash flows due in part to the longer than expected halt in shipping of its GasPT product to a major customer in Italy and market uncertainty due to the continuing effects of Brexit.

The Company performed a quantitative analysis. As a result of the analysis, the Company concluded that the carrying value of the Orbital-UK reporting unit exceeded its estimated fair value. The quantitative test for the Orbital-UK reporting unit resulted in an impairment for the Orbital-UK reporting unit, and the Company recorded a goodwill impairment charge of

$3.2

million during the

fourth

quarter of

2017.

Accrued Expenses [Policy Text Block]

Accrued expenses

Accrued expenses are liabilities that reflect expenses on the statement of operations that have

not

been paid or recorded in accounts payable at the end of the period. At

December

31,

2019

and

December

31,

2018,

accrued expenses of

$5.2

million and

$1.9

million, respectively, included

$1.1

million and

$0.9

million, respectively, of accrued compensation and

$0.2

million and

$0.1

million, respectively, of accrued inventory payable. In addition, at

December 31, 2019,

accrued expenses included a

$2.8

million working capital adjustment on the sale of the domestic power business to Bel Fuse Inc that was paid out in

January 2020.

Derivatives, Policy [Policy Text Block]

Derivative instruments

The Company uses various derivative instruments including forward currency contracts, and interest rate swaps to manage certain exposures. These instruments are entered into under the Company’s corporate risk management policy to minimize exposure and are

not

for speculative trading purposes. The Company recognizes all derivatives as either assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. Changes in the fair value of derivatives are recognized in earnings. The Company has limited involvement with derivative instruments and does

not

trade them. From time to time, the Company

may

enter into foreign currency exchange contracts to minimize the risk associated with foreign currency exchange rate exposure from expected future cash flows. The Company had entered into

one

interest rate swap, which had a maturity date of

ten

years from the date of inception, and was used to minimize the interest rate risk on the variable rate mortgage. During the years ended

2018

and

2017,

the Company had a non-cash gain and unrealized gains of

$129

thousand and

$111

thousand, respectively, related to the derivative liabilities. During the year ended

December 31, 2018,

the Company paid

$227

thousand to close out the interest rate swap in conjunction with the repayment of the related variable rate mortgage.

Derivative Liabilities [Policy Text Block]

Derivative Liabilities

The Company evaluates embedded conversion features pursuant to FASB Accounting Standards Codification

No.

815

(‘‘FASB ASC

815’’

), ‘‘Derivatives and Hedging,’’ which requires a periodic valuation of the fair value of derivative instruments and a corresponding recognition of liabilities associated with such derivatives. The Company has limited involvement with derivative instruments and does

not

trade them. Prior to

2019,

the Company had an interest rate swap, which had a maturity date of

ten

years from the date of inception, and was used to minimize the interest rate risk on the variable rate mortgage. The Company closed out this derivative in

December 2018

as part of the Company's sale/leaseback transaction and the Company has

not

owned any derivative instruments in

2019.

Share-based Payment Arrangement [Policy Text Block]

Stock-Based Compensation

The Company records its stock-based compensation expense under its stock option plans and also issues stock for services. The Company accounts for stock-based compensation using FASB Accounting Standards Codification

No.

718

(‘‘FASB ASC

718’’

), ‘‘Compensation – Stock Compensation.’’ FASB ASC

718

requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related service period.

Stock bonuses issued to employees are recorded at fair value using the market price of the stock on the date of grant and expensed over the service period or immediately if fully vested on date of issuance. Employee stock options are recorded at fair value using the Black-Scholes option pricing model. The underlying assumptions used in the Black-Scholes option pricing model by the Company are taken from publicly available sources including: (

) volatility and grant date stock price, which are sourced from historic stock price information; (

) the appropriate discount rates are sourced from the United States Federal Reserve; and (

) other inputs are determined based on previous experience and related estimates. With regards to expected volatility, the Company utilizes an appropriate period for historical share prices for CUI Global that best reflect the expected volatility for determining the fair value of its stock options.

See Note

Stockholders' Equity for additional disclosure and discussion of the employee stock plan and activity.

Common stock and stock options are also recorded on the basis of their fair value, as required by FASB ASC

505,

which is measured as of the date required by FASB ASC

505,

‘‘Equity – Based Payments to Non-Employees.’’ In accordance with FASB ASC

505,

the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the ‘‘valuation date,’’ which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the performance completion date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed based off an estimate of the fair value of the stock award as valued under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

Common stock issued to other than employees or directors subject to performance (performance based awards) require interpretation to include ASC

505

as to when the counterparty’s performance is complete based on delivery, or other relevant performance criteria in accordance with the relevant agreement. When performance is complete, the common stock is issued and the expense recorded on the basis of their value as required by FASB ASC

505

on the date the performance requirement is achieved.

Defined Contribution Plans

The Company has a

401

(k) retirement savings plan that allows employees to contribute to the plan after they have completed

days of service and are

years of age. The Company matches the employee's contribution up to

of total compensation. Orbital Gas Systems, North America, Inc., and CUI Global made total employer contributions, net of forfeitures, of

$0.2

million,

$0.1

million, and

$74

thousand for

2019,

2018

and

2017,

respectively. In addition, the Company made contributions of

$0.3

million,

$0.4

million, and

$0.3

million associated with discontinued operations.

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

January 1, 2018,

we adopted the accounting standard ASC

606,

“Revenue from Contracts with Customers” and all the related amendments (“new revenue standard"), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new revenue standard was applied using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to accumulated deficit as of

January 1, 2018.

As a result of the adoption of this standard, certain changes have been made to the consolidated balance sheets. We expect the ongoing impact of the adoption of the new standard to primarily affect the timing of revenue recognition. For the majority of contracts, revenue is still measured over time using the cost-to-cost method. The change that most affected the transition adjustment on revenue was the requirement to limit revenue recognition on contracts without an enforceable right to payment for performance completed to date. Revenue on contracts without a specific enforceable right to payment on work performed to date was "clawed back" as part of the Company's transition adjustment. The cumulative effect adjustment recorded as of

January 1, 2018

was a net

$1.9

million decrease to accumulated deficit due to a

$2.8

million transition adjustment from the discontinued Power and Electromechanical segment partially offset by a $(

0.9

) million transition adjustment from the Energy segment, net of deferred tax.

January 1, 2018,

we adopted ASC Topic

606

and the related amendments ("ASC

606"

) using the modified retrospective method applied to those contracts which were

not

completed as of

December 31, 2017.

Results for operating periods beginning after

January 1, 2018

are presented under ASC

606,

while comparative information has

not

been restated for

2017

and continues to be reported in accordance with the accounting standards in effect for those periods. The adoption of ASC

606

had

impact on the Company’s cash flows from operations.

The Energy segment subsidiaries, collectively referred to as Orbital Gas Systems (Orbital), generate their revenue from a portfolio of products, services and resources that offer a diverse range of personalized gas engineering solutions to the gas utilities, power generation, petrochemical, emissions, manufacturing and automotive industries, among others.

Orbital accounts for a majority of its contract revenue proportionately over time. For our performance obligations satisfied over time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation. The selection of the method to measure progress towards completion can be either an input method or an output method and requires judgment based on the nature of the goods or services to be provided.

For our construction contracts, revenue is generally recognized over time. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation.

The timing of revenue recognition for Energy products also depends on the payment terms of the contract, as our performance does

not

create an asset with an alternative use to us. For those contracts which we have a right to payment for performance completed to date at all times throughout our performance, inclusive of a cancellation, we recognize revenue over time. As discussed above, these performance obligations use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. However, for those contracts for which we do

not

have a right, at all times, to payment for performance completed to date, we recognize revenue at the point in time when control is transferred to the customer, generally when shipped.

For our service contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly, and the customer receives and consumes the benefits of our performance throughout the contract term.

For certain of our revenue streams, such as call-out repair and service work, and outage services, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date.

Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident.

Product-type contracts (for example, sale of GasPT units) for which revenue does

not

qualify to be recognized over time are recognized at a point in time. Revenues from extended warranty and maintenance activities are recognized ratably over the term of the warranty and maintenance period.

Accounts Receivable, Contract Assets and Contract Liabilities

Accounts receivable are recognized in the period when our right to consideration is unconditional. We also assess our customers' ability and intention to pay, which is based on a variety of factors, including our historical payment experience with and the financial condition of our customers. Payment terms and conditions vary by contract, although our standard terms include a requirement of payment within

days. Accounts receivable are recognized net of an allowance for doubtful accounts.

The timing of revenue recognition

may

differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenue recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Also included in contract assets are amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders or modifications in dispute or unapproved as to both scope and/or price or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Our contract assets do

not

include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the Consolidated Balance Sheets.

Contract liabilities from our construction contracts occur when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue.

Balances and activity in the current contract liabilities as of and for the years ended

December 31, 2019

and

2018

is as follows:

(In thousands)	As of December 31,		As of January 1,
	2018		2018
Current contract liabilities	$	1,956	$	4,386
Long-term contract liabilities (1)		129		84
Total contract liabilities	$	2,085	$	4,470

	For the Year Ended December 31,
	2019			2018
Total contract liabilities - January 1	$	2,085		$	4,470
Contract additions, net		1,763			1,940
Revenue recognized		(2,016	)		(4,123	)
Translation		28			(202	)
Total contract liabilities - December 31	$	1,860		$	2,085

	As of December 31,
	2019		2018
Current contract liabilities	$	1,668	$	1,956
Long-term contract liabilities (1)		192		129
Total contract liabilities	$	1,860	$	2,085

(

)

Long-term contract liabilities are included in Other long-term liabilities on the Consolidated Balance Sheets.

Performance Obligations

Remaining Performance Obligations

Remaining performance obligations, represents the transaction price of contracts with customers for which work has

not

been performed and excludes unexercised contract options and potential orders under ordering-type contracts. As of

December 31, 2019,

the Company's remaining performance obligations are generally expected to be filled within the next

months.

Any adjustments to net revenues, cost of revenues, and the related impact to operating income are recognized as necessary in the period they become known. These adjustments

may

result from positive program performance, and

may

result in an increase in operating income during the performance of individual performance obligations, if we determine we will be successful in mitigating risks surrounding the technical, schedule and cost aspects of those performance obligations. Likewise, these adjustments

may

result in a decrease in operating income if we determine we will

not

be successful in mitigating these risks. Changes in estimates of net revenues, cost of revenues and the related impact to operating income are recognized on a cumulative catch-up basis in the period they become known, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation's percentage of completion. A significant change in

one

or more of these estimates could affect the profitability of

one

or more of our performance obligations. For separately priced extended warranty or product maintenance performance obligations, when estimates of total costs to be incurred on the performance obligation exceed total estimates of revenue to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss is determined.

Performance Obligations Satisfied Over Time

To determine the proper revenue recognition method for our contracts, we evaluate whether a single contract should be accounted for as more than

one

performance obligation. This evaluation requires significant judgment and the decision to separate the single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period.

For most of our contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability (even if that single project results in the delivery of multiple units). Hence, the entire contract is accounted for as

one

performance obligation. Less commonly, however, we

may

promise to provide distinct goods or services within a contract in which case we separate the contract into more than

one

performance obligation. If a contract is separated into more than

one

performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. We infrequently sell standard products with observable standalone sales. In cases where we do, the observable standalone sales are used to determine the standalone selling price. More frequently, we sell a customized customer specific solution, and in these cases we typically use the expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.

Performance Obligations Satisfied at a Point in Time.

Revenue from goods and services transferred to customers at a single point in time accounted for

29%

and

22%

of revenues for the year ended

December 31, 2019

and

2018.

Revenue on these contracts is recognized when the product is shipped and the customer takes ownership of the product. Determination of control transfer is determined by shipping terms delineated on the customer purchase orders and is generally when shipped.

Variable Consideration

The nature of our contracts gives rise to several types of variable consideration, including new product returns and scrap return allowances primarily in the discontinued operations of Power and Electromechanical segment. In rare instances in our Energy segment, we include in our contract estimates, additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. We include new product introduction and scrap return estimates in our calculation of net revenue when there is a basis to reasonably estimate the amount of the returns. These estimates are based on historical return experience, anticipated returns and our best judgment at the time. These amounts are included in our calculation of net revenue recorded for our contracts and the associated remaining performance obligations.

Significant Judgments

Our contracts with certain customers

may

be subject to contract cancellation clauses. Contracts with other cancellation provisions

may

require judgment in determining the contract term, including the existence of material rights, transaction price and identifying the performance obligations and whether a contract should be accounted for over time or on a completed contract basis. Revenue is recognized for certain integration systems over time using cost-based input methods, in which significant judgement is required to evaluate assumptions including the amount of total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.

At times, customers

may

request changes that either amend, replace or cancel existing contracts. Judgment is required to determine whether the specific facts and circumstances within the contracts require the changes to be accounted for as a separate contract or as a modification. Generally, contract modifications containing additional goods and services that are determined to be distinct and sold at their stand-alone selling price are accounted for as a separate contract. For contract modifications where goods and services are

not

determined to be distinct and sold at their stand-alone selling price, the original contract is updated and the required adjustments to revenue and contract assets, liabilities, and other accounts will be made accordingly.

Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately rather than together

may

require significant judgment. For, example, we consider many of our contracts that coordinate multiple products into an integrated system to be a single performance obligation, while the same products would be considered separate performance obligations if

not

so integrated.

In contracts where there are timing differences between when we transfer a promised good or service to the customer and when the customer pays for that good or service, we have determined that, our contracts do

not

include a significant financing component.

The following table presents our revenues disaggregated by timing of revenue recognition for the year ended

December 31, 2019

and

2018:

	For the Year Ended December 31,
(In thousands)	2019		2018

Revenues recognized at point in time	$	6,800	$	4,391
Revenues recognized over time		16,692		15,951
Total revenues	$	23,492	$	20,342

The following table presents our revenues disaggregated by region for the years ended

December 31, 2019

and

2018:

	For the Year Ended December 31,
(In thousands)	2019		2018

North America	$	9,654	$	4,311
Europe		13,733		15,620
Asia		42		205
Other		63		206
Total revenues	$	23,492	$	20,342

Revenue Recognition -

2017

As discussed above, ASC

606

was adopted on a modified retrospective basis and accordingly the

2017

financial statements were

not

restated for ASC

606.

For

2017,

revenue was recognized as follows.

For production-type contracts meeting the Company’s minimum threshold, revenues and related costs on these contracts were recognized using the ‘‘percentage of completion method’’ of accounting in accordance with ASC

605

35,

Accounting for Performance of Construction-Type and Certain Production Type Contracts

(‘‘ASC

605

35’’

). Under this method, contract revenues and related expenses were recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs included direct material, direct labor, subcontract labor and any allocable indirect costs. The Company captured certain job costs as work progressed, including labor, material and costs

not

invoiced. Margin adjustments were made as information pertaining to contracts changed. All un-allocable indirect costs and corporate general and administrative costs were charged to the periods as incurred. The amount of costs

not

invoiced were captured to ensure an estimated margin consistent with that expected at the completion of the project. In the event a loss on a contract was foreseen, the Company recognized the loss when it was determined. Contract costs plus recognized profits were accumulated as deferred assets, and billings and/or cash received were recorded to a deferred revenue liability account. The net of these

two

accounts for any individual project was presented as ‘‘Costs in excess of billings,’’ an asset account, or ‘‘Billings in excess of costs,’’ a liability account.

Production-type contracts that did

not

qualify for use of the percentage of completion method were accounted for using the ‘‘completed contract method’’ of accounting in accordance with ASC

605

57.

Under this method, contract costs were accumulated as deferred assets, and billings and/or cash received was recorded to a deferred revenue liability account, during the periods of construction, but

revenues, costs, or profits were recognized in operations until the period within which completion of the contract occurred. A contract was considered complete when all costs except insignificant items were incurred; the equipment was operating according to specifications and was accepted by the customer.

For product sales, revenue was recognized in the period when persuasive evidence of an arrangement with a customer existed, the products were shipped and title had transferred to the customer, the price was fixed or determinable, and collection was reasonably assured.

Revenues from warranty and maintenance activities were recognized ratably over the term of the warranty and maintenance period and the unrecognized portion was recorded as deferred revenue.

Advertising Cost [Policy Text Block]

Advertising

The costs incurred for producing and communicating advertising are charged to operations as incurred. Advertising expense for the years ended

December

31,

2019,

2018

and

2017

were

$0.4

million,

$0.6

million, and

$0.5

million, respectively.

Income Tax, Policy [Policy Text Block]

Income Taxes

Income taxes are accounted for under the asset and liability method of FASB Accounting Standards Codification

No.

740

(‘‘FASB ASC

740’’

), ‘‘Income Taxes.’’ Under FASB ASC

740,

deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that management believes it is more likely than

not

that such deferred tax assets will

not

be realized.

Valuation allowances have been established against all domestic based deferred tax assets and U.K. based deferred tax assets due to uncertainties in the Company’s ability to generate sufficient taxable income in future periods to make realization of such assets more likely than

not.

In future periods, tax benefits and related domestic and U.K. deferred tax assets will be recognized when management considers realization of such amounts to be more likely than

not.

The Company has

not

provided for valuation allowances on deferred tax assets in any other jurisdiction.

The Company recognizes interest and penalties, if any, related to its tax positions in income tax expense.

CUI Global files consolidated income tax returns with its U.S. based subsidiaries for federal and many state jurisdictions in addition to separate subsidiary income tax returns in Japan, the United Kingdom and Canada. As of

December

31,

2019,

the Company is

not

under examination by any income tax jurisdiction. The Company is

longer subject to USA examination for years prior to

2015.

Earnings Per Share, Policy [Policy Text Block]

Net Loss per Share

In accordance with FASB Accounting Standards Codification

No.

260

(‘‘FASB ASC

260’’

), ‘‘Earnings per Share,’’ basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of diluted shares outstanding during the period calculated using the treasury stock method. Due to the Company’s net loss in

2019,

2018

and

2017,

the assumed exercise of stock options using the treasury stock method would have had an antidilutive effect and therefore all options for each of the

three

years were excluded from the calculation of diluted net loss per share. Accordingly, diluted net loss per share is the same as basic net loss per share for

2019,

2018

and

2017.

The weighted average shares outstanding included

37,312;

1,844

and

63,602

of shares that are considered outstanding, but unissued as of

December

31,

2019,

2018

and

2017,

respectively, for shares to be issued in accordance with a royalty agreement pertaining to sales of the GasPT devices and unpaid equity share bonuses in

2017.

The following table summarizes the number of stock options outstanding excluding amounts applicable to contingent conversion option in

2018

and

2017:

	As of December 31,
	2019		2018		2017
Options, outstanding		849,635		923,898		964,180

Any common shares issued as a result of stock options would come from newly issued common shares as granted under our equity incentive plans.

The following is the calculation of basic and diluted earnings per share:

	For the Years Ended December 31,
(In thousands, except dollars per share)	2019			2018			2017
Continuing operations:
Loss from continuing operations, net of income taxes	$	(13,626	)	$	(21,324	)	$	(13,945	)
Discontinued operations:
Income from discontinued operations, net of income taxes		12,497			3,999			1,356
Net loss	$	(1,129	)	$	(17,325	)	$	(12,589	)

Basic and diluted weighted average number of shares outstanding		28,654,500			28,517,339			22,397,865

Loss from continuing operations per common share - basic and diluted	$	(0.48	)	$	(0.75	)	$	(0.62	)
Earnings from discontinued operations - basic and diluted		0.44			0.14			0.06
Loss per common share - basic and diluted	$	(0.04	)	$	(0.61	)	$	(0.56	)

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation

The financial statements of the Company's foreign offices have been translated into U.S. dollars in accordance with FASB ASC

830,

‘‘Foreign Currency Matters’’ (FASB ASC

830

). All balance sheet accounts have been translated using the exchange rate in effect at the balance sheet date. Statement of Operations amounts have been translated using an appropriately weighted average exchange rate for the year. The translation gains and losses resulting from the changes in exchange rates during

2019,

2018

and

2017

have been reported in accumulated other comprehensive income (loss), except for gains and losses resulting from the translation of intercompany receivables and payables, which are included in earnings for the period.

Segment Reporting, Policy [Policy Text Block]

Segment Reporting

Operating segments are defined in accordance with ASC

280

as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The measurement basis of segment profit or loss is income (loss) from operations. Management has identified

three

operating segments based on the activities of the Company in accordance with ASC

280

10.

These operating segments have been aggregated into

two

reportable segments. The

two

reportable segments are Energy and Other. The Energy segment is focused on the operations of Orbital Gas Systems Ltd. and Orbital Gas Systems, North America, Inc. which includes gas related test and measurement systems, including the GasPT. The Other segment represents the remaining activities that are

not

included as part of the other reportable segments and represent primarily corporate activity. In

2019,

the Company sold its domestic power and electromechanical businesses and reclassified the income of the former Power and Electromechanical segment to income from discontinued operations. Unsold portions of the segment were reclassified to assets held for sale. Prior years have been reclassified to reflect this change, with assets held for sale included in the Other category.

The following information represents segment activity as of and for the year ended

December

31,

2019:

(In thousands)	Energy			Other			Total
Revenues from external customers	$	23,492		$	—		$	23,492
Depreciation and amortization (1)		1,520			841			2,361
Interest expense		52			9			61
Loss from operations		(8,615	)		(7,430	)		(16,045	)
Segment assets		21,461			42,697			64,158
Other intangibles assets, net		4,276			22			4,298
Expenditures for segment assets (2)		135			539			674

The following information represents segment activity as of and for the year ended

December

31,

2018:

(In thousands)	Energy			Other			Total
Revenues from external customers	$	20,342		$	—		$	20,342
Depreciation and amortization (1)		1,525			1,480			3,005
Interest expense		23			193			216
Impairment of goodwill and other intangible assets		4,347			—			4,347
Loss from operations		(17,168	)		(4,966	)		(22,134	)
Segment assets		19,034			51,133			70,167
Other intangibles assets, net		5,314			39			5,353
Expenditures for segment assets (2)		235			1,299			1,534

The following information represents segment activity as of and for the year ended

December

31,

2017:

(In thousands)	Energy			Other			Total
Revenues from external customers	$	18,843		$	—		$	18,843
Depreciation and amortization (1)		1,345			1,505			2,850
Interest expense		1			200			201
Impairment of goodwill and other intangible assets		3,152			—			3,152
Loss from operations		(11,366	)		(4,939	)		(16,305	)
Segment assets		26,512			61,397			87,909
Other intangibles assets, net		6,669			59			6,728
Goodwill		4,549			—			4,549
Expenditures for segment assets (2)		576			955			1,531

(

)

For the years ended

December

31,

2019,

2018

and

2017,

depreciation and amortization totals included

$0.8

million,

$1.5

million and

$1.5

million, respectively that were classified in income from discontinued operations on the Consolidated Statements of Operations.

(

)

Includes purchases of property, plant and equipment and investment in other intangible assets.

The following information represents revenue by country:

	For the Years Ended December 31,
(In thousands)	2019				2018				2017
USA	$	9,654	41	%	$	4,311	21	%	$	3,158	17	%
United Kingdom		13,391	57	%		15,118	74	%		14,479	77	%
All Others		447	2	%		913	5	%		1,206	6	%
Total	$	23,492	100	%	$	20,342	100	%	$	18,843	100	%

The following information represents long-lived assets (excluding deferred tax assets) by country:

	As of December 31,
(In thousands)	2019		2018
USA	$	13,664	$	23,544
United Kingdom		8,800		9,647
Other		—		1,495
	$	22,464	$	34,686

Reclassification, Policy [Policy Text Block]

Reclassifications

Certain reclassifications primarily related to discontinued operations and assets and liabilities held for sale have been made to the

2018

consolidated balance sheet, and

2018

and

2017

statements of operations in order to conform to the

2019

presentation.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

January 2020,

the FASB issued ASU

2020

01,

Investments - Equity Securities (Topic

321

), Investments - Equity Method and Joint Ventures (Topic

323

), and Derivatives and Hedging (Topic

815

): Clarifying the Interactions between Topic

321,

Topic

323,

and Topic

815.

ASU

2020

clarifies the interaction between accounting standards related to equity securities, equity method investments, and certain derivatives, and is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. The amendments in ASU

2020

are effective for the Company's

2021

fiscal year, including interim periods. The Company does

not

expect a material impact of this ASU on its consolidated financial statements and currently expects to adopt the standard in

2021.

December 2019,

the FASB issued ASU

2019

12,

Simplifying the Accounting for Income Taxes, which is guidance intended to simplify various aspects related to accounting for income taxes, eliminate certain exceptions within ASC

740

and clarify certain aspects of the current guidance to promote consistency among reporting entities. The pronouncement is effective for the Company's

2021

fiscal year, including interim periods. The Company does

not

expect a material impact of this ASU on its consolidated financial statements and currently expects to adopt the standard in

2021.

August 2018,

the FASB issued Accounting Standards Update ("ASU")

No.

2018

15,

Intangibles - Goodwill and Other - Internal-Use Software (Subtopic

350

): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

("ASU

2018

15"

). The amendments in ASU

2018

align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The guidance will be effective for the fiscal year beginning after

December 15, 2019,

including interim periods within that year. The Company does

not

expect a material impact of this ASU on its consolidated financial statements and will adopt the standard in

2020.

August 2018,

the FASB issued ASU

No.

2018

13,

Fair Value Measurement (Topic

820

): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement

(“ASU

2018

13”

). The amendments in this update modify the disclosure requirements on fair value measurements in Topic

820,

Fair Value Measurement, including requiring the disclosure of the range and weighted average of significant unobservable inputs used to develop Level

fair value measurements. The guidance will be effective for the fiscal year beginning after

December 15, 2019,

including interim periods within that year. The Company currently has

two

level

three

investments, for which we will evaluate on an ongoing basis to determine if there are significant unobservable inputs that will need to be disclosed as a range and weighted average upon adoption. We will adopt the standard in

2020.

June 2016,

the FASB issued ASU

No.

2016

13,

Financial Instruments – Credit Losses (Topic

326

): Measurement of Credit Losses on Financial Instruments

(“ASU

2016

13”

). ASU

2016

is intended to provide financial statement users with more useful information about expected credit losses on financial assets held by a reporting entity at each reporting date. The new standard replaces the existing incurred loss impairment methodology with a methodology that requires consideration of a broader range of reasonable and supportable forward-looking information to estimate all expected credit losses. This ASU is effective for fiscal years and interim periods within those years beginning after

December 15, 2019.

The Company does

not

expect the impact of this ASU on its consolidated financial statements to be material and will adopt the standard in

2020.