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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                   to

Commission file number 001-34278

​​

BROADWIND, INC.

(Exact name of registrant as specified in its charter)

Delaware

88-0409160

(State or other jurisdiction
of incorporation or organization)

(I.R.S. Employer
Identification No.)

3240 S. Central Avenue, CiceroIL 60804

(Address of principal executive offices)

(708780-4800

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value

BWEN

The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer

Smaller reporting company 

   
Emerging growth company   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period to comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    No  ☒

Number of shares of registrant’s common stock, par value $0.001, outstanding as of August 9, 2023: 21,304,988.



 

 

 

BROADWIND, INC. AND SUBSIDIARIES

 

INDEX

 

Page No.

PART I. FINANCIAL INFORMATION

Item 1.

Unaudited Financial Statements

1

Condensed Consolidated Balance Sheets

1

Condensed Consolidated Statements of Operations

2

Condensed Consolidated Statements of Stockholders’ Equity

3

Condensed Consolidated Statements of Cash Flows

4

Notes to Condensed Consolidated Financial Statements

5

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

26

Item 4.

Controls and Procedures

26

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

27

Item 1A.

Risk Factors

27

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

28

Item 3.

Defaults Upon Senior Securities

28

Item 4.

Mine Safety Disclosures

28

Item 5.

Other Information

28

Item 6.

Exhibits

28

Signatures

30

 

 

 

PART I.       FINANCIAL INFORMATION

 

Item 1.Financial Statements

 

BROADWIND, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

 

 

  

June 30,

  

December 31,

 
  

2023

  

2022

 
         

ASSETS

        

CURRENT ASSETS:

        

Cash

 $2,095  $12,732 

Accounts receivable, net

  28,796   17,018 

AMP credit receivable

  6,729    

Contract assets

  2,228   1,955 

Inventories, net

  48,555   44,262 

Prepaid expenses and other current assets

  3,143   3,291 

Total current assets

  91,546   79,258 

LONG-TERM ASSETS:

        

Property and equipment, net

  46,787   45,319 

Operating lease right-of-use assets, net

  15,488   16,396 

Intangible assets, net

  2,395   2,728 

Other assets

  749   839 

TOTAL ASSETS

 $156,965  $144,540 

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

CURRENT LIABILITIES:

        

Line of credit and current portion of long-term debt

 $13,110  $1,170 

Current portion of finance lease obligations

  1,590   2,008 

Current portion of operating lease obligations

  1,737   1,882 

Accounts payable

  28,419   26,255 

Accrued liabilities

  5,680   4,313 

Customer deposits

  30,360   34,550 

Total current liabilities

  80,896   70,178 

LONG-TERM LIABILITIES:

        

Long-term debt, net of current maturities

  7,203   7,141 

Long-term finance lease obligations, net of current portion

  3,531   4,226 

Long-term operating lease obligations, net of current portion

  15,917   16,696 

Other

  20   26 

Total long-term liabilities

  26,671   28,089 

COMMITMENTS AND CONTINGENCIES

          

STOCKHOLDERS’ EQUITY:

        

Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding

      

Common stock, $0.001 par value; 30,000,000 shares authorized; 21,578,925 and 21,127,130 shares issued as of June 30, 2023, and December 31, 2022, respectively

  22   21 

Treasury stock, at cost, 273,937 shares as of June 30, 2023 and December 31, 2022

  (1,842)  (1,842)

Additional paid-in capital

  398,180   397,240 

Accumulated deficit

  (346,962)  (349,146)

Total stockholders’ equity

  49,398   46,273 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $156,965  $144,540 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

BROADWIND, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share data)

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Revenues

 $50,843  $50,012  $99,716  $91,856 

Cost of sales

  42,510   47,618   84,407   87,450 

Gross profit

  8,333   2,394   15,309   4,406 

OPERATING EXPENSES:

                

Selling, general and administrative

  5,952   4,122   11,478   8,024 

Intangible amortization

  165   184   333   367 

Total operating expenses

  6,117   4,306   11,811   8,391 

Operating income (loss)

  2,216   (1,912)  3,498   (3,985)

OTHER EXPENSE, net:

                

Interest expense, net

  (751)  (776)  (1,239)  (1,121)

Other, net

  (22)     (24)  21 

Total other expense, net

  (773)  (776)  (1,263)  (1,100)

Net income (loss) before provision for income taxes

  1,443   (2,688)  2,235   (5,085)

Provision for income taxes

  28   15   51   22 

NET INCOME (LOSS)

  1,415   (2,703)  2,184   (5,107)

NET INCOME (LOSS) PER COMMON SHARE—BASIC:

                

Net income (loss)

 $0.07  $(0.13) $0.10  $(0.26)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC

  21,091   20,244   20,981   19,977 

NET INCOME (LOSS) PER COMMON SHARE—DILUTED:

                

Net income (loss)

 $0.07  $(0.13) $0.10  $(0.26)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED

  21,409   20,244   21,390   19,977 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

BROADWIND, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share data)

 

  

Common Stock

  

Treasury Stock

  

Additional

         
  

Shares

  

Issued

      

Issued

  

Paid-in

  

Accumulated

     
  

Issued

  

Amount

  

Shares

  

Amount

  

Capital

  

Deficit

  

Total

 
                             

BALANCE, December 31, 2021

  19,859,650  $20   (273,937) $(1,842) $395,372  $(339,416) $54,134 

Stock issued for restricted stock

  480,595                   

Stock issued under defined contribution 401(k) retirement savings plan

  146,790            282      282 

Share-based compensation

              192      192 

Shares withheld for taxes in connection with issuance of restricted stock

  (194,962)           (411)     (411)

Net loss

                 (2,404)  (2,404)

BALANCE, March 31, 2022

  20,292,073  $20   (273,937) $(1,842) $395,435  $(341,820) $51,793 

Stock issued for restricted stock

  328,139                   

Stock issued under defined contribution 401(k) retirement savings plan

  207,722            331      331 

Share-based compensation

              388      388 

Shares withheld for taxes in connection with issuance of restricted stock

  (82,946)           (133)     (133)

Net loss

                 (2,703)  (2,703)

BALANCE, June 30, 2022

  20,744,988   20   (273,937)  (1,842)  396,021   (344,523)  49,676 
                             

BALANCE, December 31, 2022

  21,127,130  $21   (273,937) $(1,842) $397,240  $(349,146) $46,273 

Stock issued under defined contribution 401(k) retirement savings plan

  64,807            302      302 

Share-based compensation

              178      178 

Net income

                 769   769 

BALANCE, March 31, 2023

  21,191,937  $21   (273,937) $(1,842) $397,720  $(348,377) $47,522 

Stock issued for restricted stock

  408,436   1               1 

Stock issued under defined contribution 401(k) retirement savings plan

  71,536            346      346 

Share-based compensation

              231      231 

Shares withheld for taxes in connection with issuance of restricted stock

  (92,984)           (117)     (117)

Net income

                 1,415   1,415 

BALANCE, June 30, 2023

  21,578,925  $22   (273,937) $(1,842) $398,180  $(346,962) $49,398 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

BROADWIND, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

  

Six Months Ended June 30,

 
  

2023

  

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES:

        

Net income (loss)

 $2,184  $(5,107)

Adjustments to reconcile net cash used in operating activities:

        

Depreciation and amortization expense

  3,167   3,095 

Deferred income taxes

  (5)  (9)

Change in fair value of interest rate swap agreements

     2 

Share-based compensation

  409   580 

Allowance for doubtful accounts

  16   30 

Common stock issued under defined contribution 401(k) plan

  648   613 

Loss on disposal of assets

  48   3 

Changes in operating assets and liabilities:

        

Accounts receivable

  (11,794)  (7,389)

AMP credit receivable

  (6,729)   

Employee retention credit receivable

     497 

Contract assets

  (273)  (2,194)

Inventories

  (4,293)  (1,552)

Prepaid expenses and other current assets

  147   596 

Accounts payable

  1,776   9,698 

Accrued liabilities

  1,367   656 

Customer deposits

  (4,190)  (7,789)

Other non-current assets and liabilities

  75   6 

Net cash used in operating activities

  (17,447)  (8,264)

CASH FLOWS FROM INVESTING ACTIVITIES:

        

Purchases of property and equipment

  (3,977)  (1,697)

Proceeds from disposals of property and equipment

  15    

Net cash used in investing activities

  (3,962)  (1,697)

CASH FLOWS FROM FINANCING ACTIVITIES:

        

Proceeds from line of credit, net

  11,991   10,687 

Proceeds from long-term debt

  618   125 

Payments on long-term debt

  (607)  (107)

Principal payments on finance leases

  (1,113)  (1,003)

Shares withheld for taxes in connection with issuance of restricted stock

  (117)  (544)

Net cash provided by financing activities

  10,772   9,158 

NET DECREASE IN CASH

  (10,637)  (803)

CASH beginning of the period

  12,732   852 

CASH end of the period

 $2,095  $49 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollars are presented in thousands, except share, per share and per employee data or unless otherwise stated)

 

 

NOTE 1 — BASIS OF PRESENTATION 

 

The unaudited condensed consolidated financial statements presented herein include the accounts of Broadwind, Inc. (the “Company”) and its wholly-owned subsidiaries Broadwind Heavy Fabrications, Inc. (“Broadwind Heavy Fabrications”), Brad Foote Gear Works, Inc. (“Brad Foote”) and Broadwind Industrial Solutions, LLC (“Broadwind Industrial Solutions”). All intercompany transactions and balances have been eliminated. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included.

 

Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2023, or any other interim period, which may differ materially due to, among other things, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 and as supplemented by the risk factors set forth in our other filings with the Securities and Exchange Commission (the “SEC”).

 

The December 31, 2022 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. This financial information should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2023 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

Company Description  

 

Through its subsidiaries, the Company is a precision manufacturer of structures, equipment and components for clean technology and other specialized applications. The Company provides technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”). The Company’s capabilities include, but are not limited to the following: heavy fabrications, welding, metal rolling, coatings, gear cutting and shaping, gearbox manufacturing and repair, heat treatment, assembly, engineering and packaging solutions. The Company’s most significant presence is within the U.S. wind energy industry, which accounted for 50% and 53% of the Company’s revenue during the first six months of 2023 and 2022, respectively. 

 

Liquidity

 

The Company typically meets its short term liquidity needs through cash generated from operations, its available cash balances, the 2022 Credit Facility (as defined below), equipment financing, and access to the public or private debt and/or equity markets, including the option to raise capital from the sale of our securities under the Form S-3 (as discussed below).

 

See Note 8, “Debt and Credit Agreements,” of these condensed consolidated financial statements for a description of the 2022 Credit Facility and the Company’s other debt. 

 

Debt and finance lease obligations at  June 30, 2023 totaled $25,434, which includes current outstanding debt and finance leases totaling $14,700. The Company’s outstanding debt includes $11,991 outstanding from the senior secured revolving credit facility under the 2022 Credit Facility. The Company had $6,675 drawn on the senior secured revolving term loan as of June 30, 2023.  The Company’s revolving line of credit balance is included in the “Line of credit and current portion of long-term debt” line item in the Company's condensed consolidated balance sheet. 

 

5

 

On August 18, 2020, the Company filed a “shelf” registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 13, 2020 (the “Form S-3”) and expires on October 12, 2023. This shelf registration statement, which includes a base prospectus, allows the Company to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, the Company would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes. 

 

On September 12, 2022, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Agents shares of the Company’s common stock, par value $0.001 per share with an aggregate sales price of up to $12,000. Any shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and the 424(b) prospectus supplement relating to the offering dated September 12, 2022. The Company will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. During the year ended December 31, 2022, the Company issued 100,379 shares of the Company’s common stock under the Sales Agreement and the net proceeds (before upfront costs) to the Company from the sale of the Company’s common stock were approximately $323 after deducting commissions paid of approximately $9 and before deducting other expenses of $93. No shares of the Company’s common stock were issued under the Sales Agreement during the six months ended June 30, 2023. As of June 30, 2023, shares of the Company’s common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement.

 

The Company also utilizes supply chain financing arrangements as a component of its funding for working capital, which accelerates receivable collections and helps to better manage cash flow. Under these agreements, the Company has agreed to sell certain of its accounts receivable balances to banking institutions who have agreed to advance amounts equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse. Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the Company's consolidated statements of cash flows. Fees incurred in connection with the agreements are recorded as interest expense by the Company.

 

During the three and six months ended June 30, 2023, the Company sold account receivables totaling $9,495 and $18,807, respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $184 and $315, respectively. During the three and six months ended June 30, 2022, the Company sold account receivables totaling $30,512 and $46,438, respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $417 and $495, respectively. 

 

The Company anticipates that current cash resources, amounts available under the 2022 Credit Facility, cash to be generated from operations and equipment financing, potential proceeds from the sale of Company securities under the Sales Agreement and any potential proceeds from the sale of further Company securities under the Form S-3 (or a successor registration statement) will be adequate to meet the Company’s liquidity needs for at least the next twelve months.

If assumptions regarding the Company’s production, sales and subsequent collections from certain of the Company’s large customers, as well as receipt of customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, the Company may in the future encounter cash flow and liquidity issues. If the Company’s operational performance deteriorates significantly, it may be unable to comply with existing financial covenants, and could lose access to the 2022 Credit Facility. This could limit the Company’s operational flexibility, require a delay in making planned investments and/or require the Company to seek additional equity or debt financing. Any additional equity financing, if available, may be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other restrictions on the Company. While the Company believes that it will continue to have sufficient cash available to operate its businesses and to meet its financial obligations and debt covenants, there can be no assurances that its operations will generate sufficient cash, or that credit facilities will be available in an amount sufficient to enable the Company to meet these financial obligations.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to current year presentation in the condensed consolidated financial statements and the notes to the condensed consolidated financial statements.  

 

Management’s Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period. Significant estimates, among others, include revenue recognition, future cash flows, inventory reserves, warranty reserves, impairment of long-lived assets, allowance for doubtful accounts, health insurance reserves, and valuation allowances on deferred taxes. Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from these estimates.

 

 

NOTE 2 — REVENUES

 

Revenues are recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The following table presents the Company’s revenues disaggregated by revenue source for the three and six months ended June 30, 2023 and 2022:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Heavy Fabrications

 $33,944  $35,575  $65,537  $62,847 

Gearing

  10,977   10,115   22,943   20,700 

Industrial Solutions

  6,270   5,049   11,692   9,121 

Eliminations

  (348)  (727)  (456)  (812)

Consolidated

 $50,843  $50,012  $99,716  $91,856 

 

6

 

Revenue within the Company’s Gearing and Industrial Solutions segments, as well as industrial fabrication product line revenues within the Heavy Fabrications segment, are generally recognized at a point in time, typically when the promised goods or services are physically transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The Company measures revenue based on the consideration specified in the purchase order and revenue is recognized when the performance obligations are satisfied. If applicable, the transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation.

 

For many tower sales within the Company’s Heavy Fabrications segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition. The Company recognizes revenue under these arrangements only when there is a substantive reason for the agreement, the ordered goods are identified separately as belonging to the customer and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

 

During the six months ended June 30, 2023 and 2022, the Company recognized a portion of revenue within the Heavy Fabrications segment over time, as the products had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contracts. Within the Heavy Fabrications segment, the Company recognized revenue over time of $2,003 and $3,861 for the three and six months ended June 30, 2023, respectively. Within the Heavy Fabrications segment, the Company recognized revenue over time of $4,182 and $7,409 for the three and six months ended June 30, 2022, respectively. The Company uses labor hours as the input measure of progress for the applicable Heavy Fabrications contracts because the projects are labor intensive. Contract assets are recorded when performance obligations are satisfied but the Company is not yet entitled to payment. Contract assets represent the Company’s rights to consideration for work completed but not billed at the end of the period. 

 

The Company generally expenses sales commissions when incurred. These costs are recorded within selling, general and administrative expenses. Customer deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are classified as reductions of revenue in the Company’s statement of operations.

 

The Company does not disclose the value of the unsatisfied performance obligations for contracts with an original expected length of one year or less.

 

 

NOTE 3 — EARNINGS PER SHARE 

 

The following table presents a reconciliation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022, as follows: 

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Basic earnings per share calculation:

                

Net income (loss)

 $1,415  $(2,703) $2,184  $(5,107)

Weighted average number of common shares outstanding

  21,091,496   20,244,176   20,980,880   19,977,477 

Basic net income (loss) per share

 $0.07  $(0.13) $0.10  $(0.26)

Diluted earnings per share calculation:

                

Net income (loss)

 $1,415  $(2,703) $2,184  $(5,107)

Weighted average number of common shares outstanding

  21,091,496   20,244,176   20,980,880   19,977,477 

Common stock equivalents:

                

Non-vested stock awards (1)

  317,031      409,351    

Weighted average number of common shares outstanding

  21,408,527   20,244,176   21,390,231   19,977,477 

Diluted net income (loss) per share

 $0.07  $(0.13) $0.10  $(0.26)

 

(1) Restricted stock units granted and outstanding of 829,890 as of June 30, 2022, are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company’s net loss for the three months and six months ended June 30, 2022.

 
7

  

 

NOTE 4 — INVENTORIES 

 

The components of inventories as of June 30, 2023 and December 31, 2022 are summarized as follows:

 

  

June 30,

  

December 31,

 
  

2023

  

2022

 

Raw materials

 $30,459  $27,644 

Work-in-process

  15,082   13,843 

Finished goods

  5,250   4,916 
   50,791   46,403 

Less: Reserve for excess and obsolete inventory

  (2,236)  (2,141)

Net inventories

 $48,555  $44,262 

  

 

NOTE 5 — AMP CREDITS

 

During the three and six months ended June 30, 2023, the Company recognized Advanced Manufacturing Production tax credits (“AMP credits”) totaling $3,567 and $6,729, respectively, within the Heavy Fabrications segment. These AMP credits were introduced as part of the Inflation Reduction Act (“IRA”) which was enacted on August 16, 2022. The IRA includes advanced manufacturing tax credits for manufacturers of eligible components, including wind and solar components. Manufacturers of wind components qualify for the AMP credits based on the total rated capacity, expressed on a per watt basis, of the completed wind turbine for which such component is designed. The credit applies to each component produced and sold in the U.S. beginning in 2023 through 2032. Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of $0.03 per watt for each wind tower produced. In calculating the eligible credit, the Company relied on the megawatt rating provided by the customer. Manufacturers who qualify for the AMP credits can apply to the Internal Revenue Service for cash refunds of the AMP credits or sell the AMP credits to third parties for cash. The Company recognized the AMP credits as a reduction to cost of sales in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2023. The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in the Company's condensed consolidated balance sheets as of June 30, 2023. There are currently several critical and complex aspects of the IRA pending technical guidance and regulations from the Internal Revenue Service and the U.S. Treasury Department. Any modifications to the law or its effects arising, for example, through technical guidance and regulations from the Internal Revenue Service and the U.S. Treasury Department could result in changes to the expected and/or actual benefits in the future, which could have a material adverse effect on the Company, results of operations, financial performance and future development efforts.

 

 

NOTE 6 — INTANGIBLE ASSETS

 

Intangible assets represent the fair value assigned to definite-lived assets such as trade names and customer relationships as part of the Company’s acquisition of Brad Foote completed in 2007 as well as the noncompetition agreements, trade names and customer relationships that were part of the Company’s acquisition of Red Wolf Company, LLC completed in 2017. Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 3 to 4 years.

 

As of June 30, 2023 and December 31, 2022, the cost basis, accumulated amortization and net book value of intangible assets were as follows:

 

  

June 30, 2023

  

December 31, 2022

 
                  

Remaining

                  

Remaining

 
                  

Weighted

                  

Weighted

 
          

Accumulated

  

Net

  

Average

          

Accumulated

  

Net

  

Average

 
  

Cost

  

Accumulated

  

Impairment

  

Book

  

Amortization

      

Accumulated

  

Impairment

  

Book

  

Amortization

 
  

Basis

  

Amortization

  

Charges

  

Value

  

Period

  

Cost

  

Amortization

  

Charges

  

Value

  

Period

 

Intangible assets:

                                        

Noncompete agreements

 $170  $(170) $  $     $170  $(167) $  $3   0.1 

Customer relationships

  15,979   (7,711)  (7,592)  676   2.6   15,979   (7,581)  (7,592)  806   3.1 

Trade names

  9,099   (7,380)     1,719   4.3   9,099   (7,180)     1,919   4.8 

Intangible assets

 $25,248  $(15,261) $(7,592) $2,395   3.8  $25,248  $(14,928) $(7,592) $2,728   4.3 

As of June 30, 2023, estimated future amortization expense was as follows:

 

2023

 $331 

2024

  661 

2025

  661 

2026

  422 

2027

  320 

Total

 $2,395 

​ 

 

NOTE 7 — ACCRUED LIABILITIES

 

Accrued liabilities as of June 30, 2023 and December 31, 2022 consisted of the following: 

 

  

June 30,

  

December 31,

 
  

2023

  

2022

 

Accrued payroll and benefits

 $4,011  $3,110 

Accrued property taxes

  419   17 

Income taxes payable

  66   26 

Accrued professional fees

  417   118 

Accrued warranty liability

  181   149 

Self-insured workers compensation reserve

  27   30 

Long term incentive plan accrual

     619 

Accrued other

  559   244 

Total accrued liabilities

 $5,680  $4,313 

 

8

 
 

NOTE 8 — DEBT AND CREDIT AGREEMENTS

 

The Company’s outstanding debt balances as of June 30, 2023 and December 31, 2022 consisted of the following:

 

  

June 30,

  

December 31,

 
  

2023

  

2022

 

Line of credit

 $11,991  $ 

Other notes payable

  1,647   1,094 

Long-term debt

  6,675   7,217 

Less: Current portion

  (13,110)  (1,170)

Long-term debt, net of current maturities

 $7,203  $7,141 

 

Credit Facility

 

On August 4, 2022, the Company entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), which replaced its prior credit facility and provided the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. In connection with the 2022 Credit Facility, the Company incurred deferred financing costs in the amount of $392 primarily related to the revolving credit loan, which is net of accumulated amortization of $88. These costs are included in the “Other assets” line item of the Company's condensed consolidated financial statements at  June 30, 2023 and December 31, 2022. 

 

On February 8, 2023, the Company executed Amendment No. 1 to Credit Agreement and Limited Waiver which waived the Company’s fourth quarter minimum EBITDA (as defined in the 2022 Credit Agreement) requirement for the period ended December 31, 2022, amended the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Agreement) requirements for the twelve-month period ending January 31, 2024 through and including June 30, 2024 and each twelve-month period thereafter, and amended the minimum EBITDA requirements applicable to the twelve-month periods ending March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023.

 

The 2022 Credit Agreement, as amended, contains customary covenants limiting the Company’s and its subsidiaries’ ability to, among other things, incur liens, make investments, incur indebtedness, merge or consolidate with others or dispose of assets, change the nature of its business, and enter into transactions with affiliates. The initial term of the revolving credit facility matures August 4, 2027. The term loan also matures on August 4, 2027, with monthly payments based on an 84-month amortization.

9

 

As of June 30, 2023, there was $18,666 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $13,128. As of June 30, 2023, the Company was in compliance with all financial covenants under the 2022 Credit Facility. As of June 30, 2023, the effective interest rate of the senior secured revolving credit facility was 7.31% and the effective rate of the senior secured term loan was 7.56%. As of December 31, 2022, the effective interest rate of the senior secured revolving credit facility was 6.55% and the effective rate of the senior secured term loan was 6.80%. 

 

Other 

 

 In addition, the Company has outstanding notes payable for capital expenditures in the amount of $1,647 and $1,094 as of June 30, 2023 and December 31, 2022, respectively, with $37 and $88 included in the “Line of credit and current portion of long-term debt” line item of the Company’s condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, respectively. The notes payable have monthly payments that range from $3 to $16 and an interest rate of approximately 5%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable mature in  September 2028.

 

 

NOTE 9 — LEASES

 

The Company leases certain facilities and equipment. The leases are accounted for under Accounting Standard Update 2016-02, Leases (“Topic 842”), and the Company elected to apply each available practical expedient. The discount rates used for the leases are based on an interest rate yield curve developed for the leases in the Company’s lease portfolio.

 

The Company has elected to apply the short-term lease exception to all leases of one year or less. During the six months ended June 30, 2023 and 2022, the Company did not have additional operating leases that resulted in right-of-use assets obtained in exchange for lease obligations. During the six months ended June 30, 2023 and 2022, the Company had additional finance leases that resulted in property, plant, and equipment obtained in exchange for lease obligations of $0 and $1,773, respectively. 

 

Some of the Company’s facility leases include options to renew. The exercise of the renewal options is typically at the Company’s discretion. The Company regularly evaluates the renewal options and includes them in the lease term when the Company is reasonably certain to exercise them.

 

10

 

Quantitative information regarding the Company’s leases is as follows:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Components of lease cost

                

Finance lease cost components:

                

Amortization of finance lease assets

 $369  $288  $739  $576 

Interest on finance lease liabilities

  86   96   184   176 

Total finance lease costs

  455   384   923   752 

Operating lease cost components:

                

Operating lease cost

  689   705   1,393   1,403 

Short-term lease cost

  78   144   167   296 

Variable lease cost (1)

  178   226   523   452 

Sublease income

  (49)  (31)  (97)  (79)

Total operating lease costs

  896   1,044   1,986   2,072 
                 

Total lease cost

 $1,351  $1,428  $2,909  $2,824 
                 

Supplemental cash flow information related to our operating leases is as follows for the six months ended June 30, 2023 and 2022:

                

Cash paid for amounts included in the measurement of lease liabilities:

                

Operating cash outflow from operating leases

         $1,727  $1,736 
                 

Weighted-average remaining lease term-finance leases at end of period (in years)

          3.1   2.7 

Weighted-average remaining lease term-operating leases at end of period (in years)

          7.7   8.5 

Weighted-average discount rate-finance leases at end of period

          5.1%  6.0%

Weighted-average discount rate-operating leases at end of period

          8.8%  8.7%

 

 

(1)

Variable lease costs consist primarily of taxes, insurance, utilities, and common area or other maintenance costs for the Company’s leased facilities and equipment.

As of June 30, 2023, future minimum lease payments under finance leases and operating leases were as follows:

  

Finance

  

Operating

     
  

Leases

  

Leases

  

Total

 

2023

 $1,066  $1,725  $2,791 

2024

  1,392   2,998   4,390 

2025

  986   3,064   4,050 

2026

  774   3,059   3,833 

2027

  671   3,098   3,769 

2028 and thereafter

  1,023   10,951   11,974 

Total lease payments

  5,912   24,895   30,807 

Less—portion representing interest

  (791)  (7,241)  (8,032)

Present value of lease obligations

  5,121   17,654   22,775 

Less—current portion of lease obligations

  (1,590)  (1,737)  (3,327)

Long-term portion of lease obligations

 $3,531  $15,917  $19,448 

​ 

 

NOTE 10 — FAIR VALUE MEASUREMENTS 

 

Fair Value of Financial Instruments 

 

The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable and customer deposits, approximate their respective fair values due to the relatively short-term nature of these instruments. Based upon interest rates currently available to the Company for debt with similar terms, the carrying value of the Company’s long-term debt is approximately equal to its fair value. 

 

11

 

The Company is required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. Financial instruments are assessed quarterly to determine the appropriate classification within the fair value hierarchy. Transfers between fair value classifications are made based upon the nature and type of the observable inputs. The fair value hierarchy is defined as follows:

 

Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. 

 

Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

 

NOTE 11 — INCOME TAXES 

 

Effective tax rates differ from federal statutory income tax rates primarily due to changes in the Company’s valuation allowance, permanent differences and provisions for state and local income taxes. As of June 30, 2023, the Company has a full valuation allowance recorded against deferred tax assets. During the six months ended June 30, 2023, the Company recorded a provision for income taxes of $51, compared to a provision for income taxes of $22 during the six months ended June 30, 2022. On  August 16, 2022, Congress enacted the IRA which includes advanced manufacturing tax credits for manufacturers of eligible components, including wind and solar components produced and sold in the U.S. beginning in 2023 through 2032. The Company assumed no tax impact for the six months ended June 30, 2023 since the Company believes the credits will not be taxable. 

 

The Company files income tax returns in U.S. federal and state jurisdictions. As of June 30, 2023, open tax years in federal and some state jurisdictions date back to 1996 due to the taxing authorities’ ability to adjust operating loss carryforwards. As of December 31, 2022, the Company had federal and unapportioned state net operating loss (“NOL”) carryforwards of $288,462 of which $227,781 will generally begin to expire in 2026. The majority of the NOL carryforwards will expire in various years from 2028 through 2037. NOLs generated after January 1, 2018 will not expire.

 

Since the Company has no unrecognized tax benefits, they will not have an impact on the condensed consolidated financial statements as a result of the expiration of the applicable statues of limitations within the next twelve months. In addition, Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), generally imposes an annual limitation on the amount of NOL carryforwards and associated built-in losses that may be used to offset taxable income when a corporation has undergone certain changes in stock ownership. The Company’s ability to utilize NOL carryforwards and built-in losses may be limited, under Section 382 of the IRC or otherwise, by the Company’s issuance of common stock or by other changes in stock ownership. Upon completion of the Company’s analysis of  Section 382 of the IRC in 2010, the Company determined that aggregate changes in stock ownership triggered an annual limitation on NOL carryforwards and built-in losses available for utilization, thereby currently limiting annual NOL usage to $14,284 per year. Further limitations may occur, depending on additional future changes in stock ownership. To the extent the Company’s use of NOL carryforwards and associated built-in losses is significantly limited in the future, the Company’s income could be subject to U.S. corporate income tax earlier than it would be if the Company were able to use NOL carryforwards and built-in losses without such limitation, which could result in lower profits and the loss of benefits from these attributes. 

 

12

 

In February 2013, the Company adopted a Stockholder Rights Plan, which was approved by the Company’s stockholders and extended in 2016, 2019 and 2022 for additional three-year periods (as amended, the “Rights Plan”), designed to preserve the Company’s substantial tax assets associated with NOL carryforwards under Section 382 of the IRC.

 

The Rights Plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, becoming the beneficial owner of 4.9% or more of the Company’s common stock and thereby triggering a further limitation of the Company’s available NOL carryforwards. In connection with the adoption of the Rights Plan, the Board declared a non-taxable dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock to the Company’s stockholders of record as of the close of business on February 22, 2013. Each Right entitles its holder to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock at an exercise price of $7.26 per Right, subject to adjustment. As a result of the Rights Plan, any person or group that acquires beneficial ownership of 4.9% or more of the Company’s common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group. Stockholders who owned 4.9% or more of the outstanding shares of the Company’s common stock as of February 12, 2013 will not trigger the preferred share purchase rights unless they acquire additional shares after that date. 

 

As of June 30, 2023, the Company had no unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. The Company had no accrued interest and penalties as of June 30, 2023.

 

 

NOTE 12 — SHARE-BASED COMPENSATION 

There was no stock option activity during the six months ended June 30, 2023 and no stock options were outstanding as of June 30, 2023

 

The following table summarizes the Company’s restricted stock unit and performance award activity during the six months ended June 30, 2023

 

 

      

Weighted Average

 
  

Number of

  

Grant-Date Fair Value

 
  

Shares

  

Per Share

 

Unvested as of December 31, 2022

  822,737  $2.37 

Granted

  342,104  $4.10 

Vested

  (324,926) $2.13 

Forfeited

  (48,063) $3.13 

Unvested as of June 30, 2023

  791,852  $3.17 

 

Under certain situations, shares are withheld from issuance to cover taxes for the vesting of restricted stock units and performance awards. For the six months ended June 30, 2023, 92,984 shares were withheld to cover tax obligations. 

 

The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the six months ended June 30, 2023 and 2022, as follows: 

 

  

Six Months Ended June 30,

 
  

2023

  

2022

 

Share-based compensation expense:

        

Cost of sales

 $69  $83 

Selling, general and administrative

  341   497 

Net effect of share-based compensation expense on net income

 $410  $580 

Reduction in earnings per share:

        

Basic earnings per share

 $0.02  $0.03 

Diluted earnings per share

 $0.02  $0.03 

 

13

 
 

NOTE 13 — LEGAL PROCEEDINGS AND OTHER MATTERS

 

Legal Proceedings

 

The Company is party to a variety of legal proceedings that arise in the normal course of its business. While the results of these legal proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect, individually or in the aggregate, on the Company’s results of operations, financial condition or cash flows. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s results of operations, financial condition or cash flows. It is possible that if one or more of such matters were decided against the Company, the effects could be material to the Company’s results of operations in the period in which the Company would be required to record or adjust the related liability and could also be material to the Company’s financial condition and cash flows in the periods the Company would be required to pay such liability.

 

NOTE 14 — RECENT ACCOUNTING PRONOUNCEMENTS 

 

The Company reviews new accounting standards as issued. Although some of the accounting standards issued or effective in the current fiscal year may be applicable to it, the Company believes that none of the new standards have a significant impact on its condensed consolidated financial statements.

 

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13, “Financial Instruments-Credit Losses (Topic 326),” which replaces the current incurred loss impairment methodology for most financial assets with the current expected credit loss (“CECL”) methodology. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables and contract assets. The guidance should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company implemented CECL during the three months ended March 31, 2023. The impact on the Company's financial statements was not material. See Note 16, “Commitments and Contingencies,” of these condensed consolidated financial statements for a further discussion of CECL. 

 

 

NOTE 15— SEGMENT REPORTING 

 

The Company is organized into reporting segments based on the nature of the products offered and business activities from which it earns revenues and incurs expenses for which discrete financial information is available and regularly reviewed by the Company’s chief operating decision maker.

 

The Company’s segments and their product and service offerings are summarized below: 

 

Heavy Fabrications

 

The Company provides large, complex and precision fabrications to customers in a broad range of industrial markets. The Company’s most significant presence is within the U.S. wind energy industry, although it has diversified into other industrial markets in order to improve capacity utilization, reduce customer concentration, and reduce exposure to uncertainty related to governmental policies currently impacting the U.S. wind energy industry. Within the U.S. wind energy industry, the Company provides steel towers and tower adapters primarily to wind turbine manufacturers. Production facilities, located in Manitowoc, Wisconsin and Abilene, Texas, are situated in close proximity to the primary U.S. domestic wind energy and equipment manufacturing hubs. The two facilities have a combined annual tower production capacity of up to approximately 550 towers (1,650 tower sections), sufficient to support turbines generating more than 1,100 megawatts of power. The Company has expanded production capabilities and leveraged manufacturing competencies, including welding, lifting capacity and stringent quality practices, into aftermarket and original equipment manufacturer (“OEM”) components utilized in surface and underground mining, construction, material handling, oil and gas (“O&G”) and other infrastructure markets.

 

Gearing 

 

The Company provides gearing and gearboxes to a broad set of customers in diverse markets including; onshore and offshore O&G fracking and drilling, surface and underground mining, wind energy, steel, material handling and other infrastructure markets. The Company has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and OEM applications for nearly a century. The Company uses an integrated manufacturing process, which includes machining and finishing processes in Cicero, Illinois, and heat treatment and gearbox repair in Neville Island, Pennsylvania.

 

Industrial Solutions 

 

The Company provides supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market, as well as other clean technology markets.

 

14

 

Corporate

 

“Corporate” includes the assets and selling, general and administrative expenses of the Company’s corporate office. “Eliminations” comprises adjustments to reconcile segment results to consolidated results. 

 

The accounting policies of the reportable segments are the same as those referenced in Note 1, “Basis of Presentation” of these condensed consolidated financial statements. Summary financial information by reportable segment for the three and six months ended June 30, 2023 and 2022 is as follows:

 

  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Three Months Ended June 30, 2023

                        

Revenues from external customers

 $33,944  $10,977  $5,922  $  $  $50,843 

Intersegment revenues

        348      (348)   

Net revenues

  33,944   10,977   6,270      (348)  50,843 

Operating income (loss)

  3,867   348   843   (2,845)  3   2,216 

Depreciation and amortization

  856   556   92   58      1,562 

Capital expenditures

  2,156   739      17      2,912 

 

  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Three Months Ended June 30, 2022

                        

Revenues from external customers

 $35,575  $10,107  $4,330  $  $  $50,012 

Intersegment revenues

     8   719      (727)   

Net revenues

  35,575   10,115   5,049      (727)  50,012 

Operating income (loss)

  78   (585)  32   (1,437)     (1,912)

Depreciation and amortization

  862   555   98   61      1,576 

Capital expenditures

  718   476   9   2      1,205 

 

  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Six Months Ended June 30, 2023

                        

Revenues from external customers

 $65,537  $22,943  $11,236  $  $  $99,716 

Intersegment revenues

        456      (456)   

Net revenues

  65,537   22,943   11,692      (456)  99,716 

Operating income (loss)

  6,657   929   1,465   (5,556)  3   3,498 

Depreciation and amortization

  1,714   1,152   186   115      3,167 

Capital expenditures

  2,818   1,124   18   17      3,977 

 

  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Six Months Ended June 30, 2022

                        

Revenues from external customers

 $62,847  $20,684  $8,325  $  $  $91,856 

Intersegment revenues

     16   796      (812)   

Net revenues

  62,847   20,700   9,121      (812)  91,856 

Operating loss

  (383)  (697)  (177)  (2,728)     (3,985)

Depreciation and amortization

  1,741   1,031   201   122      3,095 

Capital expenditures

  1,200   476   18   3      1,697 

 

15

 
  

Total Assets as of

 
  

June 30,

  

December 31,

 

Segments:

 

2023

  

2022

 

Heavy Fabrications

 $65,149  $45,475 

Gearing

  53,205   51,944 

Industrial Solutions

  15,150   12,775 

Corporate

  70,570   62,809 

Eliminations

  (47,109)  (28,463)
  $156,965  $144,540 

 

 

NOTE 16 — COMMITMENTS AND CONTINGENCIES 

 

Environmental Compliance and Remediation Liabilities 

 

The Company’s operations and products are subject to a variety of environmental laws and regulations in the jurisdictions in which the Company operates and sells products governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous materials, soil and groundwater contamination, employee health and safety, and product content, performance and packaging. Certain environmental laws may impose the entire cost or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon any one or more of a number of parties, including the current or previous owners or operators of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment of hazardous substances at a contaminated site. Third parties may also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites. 

 

Allowance for Doubtful Accounts 

 

 Beginning January 1, 2023, the Company assessed and recorded an allowance for credit losses using the CECL model. The adjustment for credit losses to management’s current estimate is recorded in net income as credit loss expense. All credit losses were on trade receivables and/or contract assets arising from the Company's contracts with customers.  

 

The Company selected a loss-rate method for the CECL model, based on the relationship between historical write-offs of receivables and the underlying sales by major customer. Utilizing this model, a historical loss-rate is applied against the amortized cost of applicable assets, at the time the asset is established. The loss rate reflects the Company’s current estimate of the risk of loss (even when that risk is remote) over the expected remaining contractual life of the assets. The Company’s policy is to deduct write-offs from the allowance for credit losses account in the period in which the financial assets are deemed uncollectible. The adjustment for credit losses using this CECL model on accounts receivable and contract assets during the three months ended March 31, 2023 was not material.  

 

The allowance for credit losses for prior periods was prepared in accordance with legacy GAAP. Based upon past experience and judgment, the Company established an allowance for doubtful accounts with respect to accounts receivable. The Company’s standard allowance estimation methodology considered a number of factors that, based on its collections experience, the Company believed would have an impact on its credit risk and the collectability of its accounts receivable. These factors included individual customer circumstances, history with the Company, the length of the time period during which the account receivable had been past due and other relevant criteria.  

 

The Company monitors its collections and write-off experience to assess whether or not adjustments to its allowance estimates are necessary. Changes in trends in any of the factors that the Company believes may impact the collectability of its accounts receivable, as noted above, or modifications to its credit standards, collection practices and other related policies may impact the Company’s allowance for doubtful accounts and its financial results. The activity in the accounts receivable allowance liability for the six months ended June 30, 2023 and 2022 consisted of the following: 

 

  

For the Six Months Ended June 30,

 
  

2023

  

2022

 

Balance at beginning of period

 $17  $47 

Bad debt expense

  16   40 

Other adjustments

     (10)

Balance at end of period

 $33  $77 

 

Collateral 

 

In select instances, the Company has pledged specific inventory and machinery and equipment assets to serve as collateral on related payable or financing obligations. 

 

Liquidated Damages 

 

In certain customer contracts, the Company has agreed to pay liquidated damages in the event of qualifying delivery or production delays. These damages are typically limited to a specific percentage of the value of the product in question and/or are dependent on actual losses sustained by the customer. The Company does not believe that this potential exposure will have a material adverse effect on the Company’s consolidated financial position or results of operations. There was no reserve for liquidated damages at  June 30, 2023 and  December 31, 2022. 

 

16

 
 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto in Item 1, “Financial Statements,” of this Quarterly Report and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances including, but not limited to, those identified in “Cautionary Note Regarding Forward-Looking Statements” at the end of Item 2. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties. As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and the “Company” refer to Broadwind, Inc., a Delaware corporation headquartered in Cicero, Illinois, and its subsidiaries, as appropriate. 

 

(Dollars are presented in thousands except share, per share and per employee data or unless otherwise stated) 

 

KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE

 

In addition to measures of financial performance presented in our consolidated financial statements in accordance with GAAP, we use certain other financial measures to analyze our performance. These non-GAAP financial measures primarily consist of adjusted EBITDA (as defined below) and free cash flow which help us evaluate growth trends, establish budgets, assess operational efficiencies, oversee our overall liquidity, and evaluate our overall financial performance.

 

Key Financial Measures

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Net revenues

  $ 50,843     $ 50,012     $ 99,716     $ 91,856  

Net income (loss)

  $ 1,415     $ (2,703 )   $ 2,184     $ (5,107 )

Adjusted EBITDA (1)

  $ 5,359     $ 372     $ 9,456     $ 363  

Capital expenditures

  $ 2,912     $ 1,205     $ 3,977     $ 1,697  

Free cash flow (2)

  $ 10,733     $ (3,903 )   $ (12,603 )   $ (8,391 )

Operating working capital (3)

  $ 18,572     $ 25,692     $ 18,572     $ 25,692  

Total debt

  $ 20,313     $ 17,865     $ 20,313     $ 17,865  

Total orders

  $ 25,361     $ 26,046     $ 64,963     $ 78,739  

Backlog at end of period (4)

  $ 262,180     $ 93,249     $ 262,180     $ 93,249  

Book-to-bill (5)

    0.5       0.5       0.7       0.9  

 

(1)

We provide non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share based compensation and other stock payments, restructuring costs, impairment charges, proxy contest-related expenses, and other non-cash gains and losses) as supplemental information regarding our business performance. Our management uses adjusted EBITDA when it internally evaluates the performance of our business, reviews financial trends and makes operating and strategic decisions. We believe that this non-GAAP financial measure is useful to investors because it provides a better understanding of our past financial performance and future results, and it allows investors to evaluate our performance using the same methodology and information as used by our management. Our definition of adjusted EBITDA may be different from similar non-GAAP financial measures used by other companies and/or analysts.

 

(2)

We define free cash flow as adjusted EBITDA plus or minus changes in operating working capital less capital expenditures net of any proceeds from disposals of property and equipment. We believe free cash flow is a useful measure for investors because it portrays our ability to generate cash from our business for purposes such as repaying maturing debt and funding future investments.

 

(3)

We define operating working capital as accounts receivable and inventory net of accounts payable and customer deposits.

 

(4)

Our backlog at June 30, 2023 and 2022 is net of revenue recognized over time. 

 

(5)

We define the book-to-bill as the ratio of new orders we received, net of cancellations, to revenue during a period.

 

The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP measure:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2023

   

2022

   

2023

   

2022

 

Net income (loss)

  $ 1,415     $ (2,703 )   $ 2,184     $ (5,107 )

Interest expense

    751       776       1,239       1,121  

Income tax provision

    28       15       51       22  

Depreciation and amortization

    1,562       1,576       3,167       3,095  

Share-based compensation and other stock payments

    567       708       1,060       1,232  

Proxy contest-related expenses

    1,036             1,755        

Adjusted EBITDA

    5,359       372       9,456       363  

Changes in operating working capital

    8,271       (3,070 )     (18,097 )     (7,057 )

Capital expenditures

    (2,912 )     (1,205 )     (3,977 )     (1,697 )

Proceeds from disposal of property and equipment

    15             15        

Free Cash Flow

  $ 10,733     $ (3,903 )   $ (12,603 )   $ (8,391 )

 

 

OUR BUSINESS 

 

Second Quarter Overview 

 

We booked $25,361 in new orders in the second quarter of 2023, down from $26,046 in the second quarter of 2022. Within our Heavy Fabrications segment, wind tower orders decreased compared to the prior year quarter primarily due to the timing of tower orders as a major wind tower customer secured relatively longer-term capacity during the fourth quarter of 2022 instead of ordering in more regular intervals as was the case in the prior year. Partially offsetting this decrease was a 12% increase in industrial fabrication orders primarily due to improved demand from mining customers and demand for our Pressure Reducing Systems (“PRS”) units. Gearing segment orders decreased 35% from the prior year period primarily due to reduced demand from oil and gas (“O&G”) customers. Orders within our Industrial Solutions segment increased by 75% as compared to the prior year quarter, primarily due to improved demand for new and aftermarket gas turbine content. 

 

We recognized revenue of $50,843 in the second quarter of 2023, up 2% compared to the second quarter of 2022. Within the Heavy Fabrications segment wind tower revenue decreased 7% primarily due to a 14% decrease in tower sections sold and the absence of revenue associated with a wind repowering project that was recognized in the prior year quarter. Industrial fabrication revenue within the Heavy Fabrications segment increased 3% primarily due to increased PRS unit shipments. Gearing segment revenue increased 9% relative to the comparable prior year period primarily due to higher order intake in recent quarters from industrial customers, partially offset by a decrease in mining revenue. Industrial Solutions segment revenue increased by 24% from the prior year period primarily due to increased shipments of new and aftermarket gas turbine content.

 

We recorded net income of $1,415 or $0.07 per share in the second quarter of 2023, compared to a net loss $2,703 or $0.13 per share in the second quarter of 2022. This increase in net income was primarily due to higher sales, improved operational execution, and $3,567 of AMP credits (discussed below) recognized in the current year quarter. 

 

During the second quarter of 2023, we recognized advanced manufacturing tax credits (“AMP credits”) of $3,567 within the Heavy Fabrications segment. The AMP credits were a part of the Inflation Reduction Act (“IRA”) which was enacted on August 16, 2022. The IRA includes advanced manufacturing tax credits for manufacturers of eligible components, including wind and solar components. Manufacturers qualify for the AMP credits based on the total rated capacity, expressed on a per watt basis, of the completed wind turbine for which such component is designed. The credit is applicable for each component produced and sold in the U.S. beginning in 2023 through 2032. Wind towers within our Heavy Fabrications segment were eligible for credits of $0.03 per watt for each wind tower produced.

 

 

RESULTS OF OPERATIONS 

 

 

Three months ended June 30, 2023, Compared to Three months ended June 30, 2022 

 

The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the three months ended June 30, 2023, compared to the three months ended June 30, 2022.

 

 

   

Three Months Ended June 30,

   

2023 vs. 2022

 
           

% of Total

           

% of Total

                 
   

2023

   

Revenue

   

2022

   

Revenue

   

$ Change

   

% Change

 

Revenues

  $ 50,843       100.0 %   $ 50,012       100.0 %   $ 831       1.7 %

Cost of sales

    42,510       83.6 %     47,618       95.2 %     (5,108 )     (10.7 )%

Gross profit

    8,333       16.4 %     2,394       4.8 %     5,939       248.1 %

Operating expenses

                                               

Selling, general and administrative expenses

    5,952       11.7 %     4,122       8.2 %     1,830       44.4 %

Intangible amortization

    165       0.3 %     184       0.4 %     (19 )     (10.3 )%

Total operating expenses

    6,117       12.0 %     4,306       8.6 %     1,811       42.1 %

Operating income (loss)

    2,216       4.4 %     (1,912 )     (3.8 )%     4,128       215.9 %

Other expense, net

                                               

Interest expense, net

    (751 )     (1.5 )%     (776 )     (1.6 )%     25       3.2 %

Other, net

    (22 )     (0.0 )%           0.0 %     (22 )     (100.0 )%

Total other expense, net

    (773 )     (1.5 )%     (776 )     (1.6 )%     3       0.4 %

Net income (loss) before provision for income taxes

    1,443       2.8 %     (2,688 )     (5.4 )%     4,131       153.7 %

Provision for income taxes

    28       0.1 %     15       0.0 %     13       86.7 %

Net income (loss)

  $ 1,415       2.8 %   $ (2,703 )     (5.4 )%   $ 4,118       152.3 %

 

Consolidated 

 

Revenues increased by $831 as compared to the prior year quarter primarily due to a 24% increase in Industrial Solutions segment revenue from the prior year period primarily due to increased shipments of new and aftermarket gas turbine content. Additionally, Gearing segment revenue increased 9% relative to the comparable prior year period primarily due to higher order intake in recent quarters from industrial customers, partially offset by a decrease in mining revenue.  Industrial fabrication revenue within the Heavy Fabrications segment increased 3% primarily due to increased PRS unit shipments. Wind tower revenue decreased by 7% primarily due to a 14% decrease in tower sections sold in addition to the absence of revenue associated with a wind repowering project that was recognized in the prior year quarter. 

 

Gross profit increased by $5,939 when compared to the prior year quarter, primarily due to the higher sales volumes, improved operational execution, and $3,567 of AMP credits recognized in the current year quarter.

 

Due primarily to proxy contest-related expenses, operating expenses as a percentage of sales increased to 12.0% in the current-year quarter from 8.6% in the prior year quarter.

 

Net income was $1,415 during the three months ended June 30, 2023, compared to a net loss of $2,703 during the three months ended June 30, 2022. This increase in net income was primarily due to the factors described above.

 

Heavy Fabrications Segment 

 

   

Three Months Ended

 
   

June 30,

 
   

2023

   

2022

 

Orders

  $ 12,363     $ 12,989  

Tower sections sold

    138       160  

Revenues

    33,944       35,575  

Operating income

    3,867       78  

Operating margin

    11.4 %     0.2 %

 

Within our Heavy Fabrications segment, wind tower orders decreased 91% compared to the prior year quarter primarily due to the timing of tower orders as a major wind tower customer secured relatively longer-term capacity during the fourth quarter of 2022 instead of ordering in more regular intervals as was the case in the prior year. Partially offsetting this decrease in orders was a 12% increase in industrial fabrication orders primarily due to improved demand from mining customers and demand for our PRS units. 

 

Segment revenues decreased by 5% during the three months ended June 30, 2023 primarily due to a 7% decrease in wind tower revenue as tower sections sold decreased by 14% and the absence of revenue associated with a wind repowering project that was recognized in the prior year quarter. Industrial fabrication revenue within the Heavy Fabrications segment increased 3% primarily due to increased shipments of our PRS units.

 

Heavy Fabrications segment operating results improved by $3,789 as compared to the prior year quarter. The improvement in operating performance was primarily a result of reduced wind tower costs as a result of the AMP credits recognized of $3,567 in the current year quarter. Operating profit margin was 11.4% during the three months ended June 30, 2023 compared to 0.2% during the three months ended June 30, 2022. 

 

 

Gearing Segment

 

   

Three Months Ended

 
   

June 30,

 
   

2023

   

2022

 

Orders

  $ 5,813     $ 8,941  

Revenues

    10,977       10,115  

Operating income (loss)

    348       (585 )

Operating margin

    3.2 %     (5.8 )%

 

Gearing segment orders decreased 35% from the prior year period primarily due to reduced demand from O&G customers. Gearing revenue was up 9% relative to the comparable prior year period primarily due to higher order intake in recent quarters from industrial customers, partially offset by a decrease in mining revenue.

 

Gearing segment operating income improved by $933 from the prior year period. This improvement was primarily attributable to higher sales, improved operational efficiencies, a more profitable mix of product sold, and the absence of ramp-up costs that were recognized during the prior year period. Operating margin was 3.2% during the three months ended June 30, 2023, an improvement from (5.8)% during the three months ended June 30, 2022, driven primarily by the items identified above.

 

Industrial Solutions Segment 

 

   

Three Months Ended

 
   

June 30,

 
   

2023

   

2022

 

Orders

  $ 7,185     $ 4,116  

Revenues

    6,270       5,049  

Operating income

    843       32  

Operating margin

    13.4 %     0.6 %

 

 

 

Industrial Solutions segment orders and revenues increased from the prior year period primarily due to improved demand for new and aftermarket gas turbine content. Operating income increased versus the prior-year quarter primarily as a result of higher sales and a more profitable mix of product sold. 

 

Corporate and Other 

 

Corporate and Other expenses during the three months ended June 30, 2023 increased from the prior year period primarily due to increased professional fees associated with the contested proxy election. 

 

 

Six months ended June 30, 2023, Compared to Six months ended June 30, 2022 

 

The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the six months ended June 30, 2023, compared to the six months ended June 30, 2022.

 

   

Six Months Ended June 30,

   

2023 vs. 2022

 
           

% of Total

           

% of Total

                 
   

2023

   

Revenue

   

2022

   

Revenue

   

$ Change

   

% Change

 

Revenues

  $ 99,716       100.0 %   $ 91,856       100.0 %   $ 7,860       8.6 %

Cost of sales

    84,407       84.6 %     87,450       95.2 %     (3,043 )     (3.5 )%

Gross profit

    15,309       15.4 %     4,406       4.8 %     10,903       247.5 %

Operating expenses

                                               

Selling, general and administrative expenses

    11,478       11.5 %     8,024       8.7 %     3,454       43.0 %

Intangible amortization

    333       0.3 %     367       0.4 %     (34 )     (9.3 )%

Total operating expenses

    11,811       11.8 %     8,391       9.1 %     3,420       40.8 %

Operating income (loss)

    3,498       3.5 %     (3,985 )     (4.3 )%     7,483       187.8 %

Other expense, net

                                               

Interest expense, net

    (1,239 )     (1.2 )%     (1,121 )     (1.2 )%     (118 )     (10.5 )%

Other, net

    (24 )     (0.0 )%     21       0.0 %     (45 )     (214.3 )%

Total other expense, net

    (1,263 )     (1.3 )%     (1,100 )     (1.2 )%     (163 )     (14.8 )%

Net income (loss) before provision for income taxes

    2,235       2.2 %     (5,085 )     (5.5 )%     7,320       144.0 %

Provision for income taxes

    51       0.1 %     22       0.0 %     29       131.8 %

Net income (loss)

  $ 2,184       2.2 %   $ (5,107 )     (5.6 )%   $ 7,291       142.8 %

 

Consolidated 

 

Revenues increased by $7,860 as compared to the prior year period primarily due to higher sales in all segments. Industrial fabrication revenue within the Heavy Fabrications segment increased 14% primarily due to increased shipments of our PRS units in the current year. Wind tower revenue increased 2% from the prior year period primarily as a result of less customer supplied materials in the current year and increased steel content, which is generally a pass-through to customers. This was partially offset by a 16% decrease in tower sections sold. Industrial Solutions segment revenue increased 28% from the prior year period primarily due to increased shipments of new and aftermarket gas turbine content. Gearing segment revenue increased 11% relative to the comparable prior year period primarily due to higher order intake in recent quarters from industrial customers, partially offset by a decrease in revenue from mining customers.

 

Gross profit increased by $10,903 when compared to the prior year period, primarily due to the higher sales volumes within all segments and the $6,729 recognized from the AMP credits.

 

Due primarily to proxy-contest related expenses, operating expenses as a percentage of sales increased to 11.8% in the current year period from 9.1% in the prior year period.

 

Net income was $2,184 during the six months ended June 30, 2023, compared to a net loss of $5,107 during the six months ended June 30, 2022. This increase in net income was primarily due to the factors described above.

 

Heavy Fabrications Segment 

 

   

Six Months Ended

 
   

June 30,

 
   

2023

   

2022

 

Orders

  $ 32,599     $ 47,149  

Tower sections sold

    278       329  

Revenues

    65,537       62,847  

Operating income (loss)

    6,657       (383 )

Operating margin

    10.2 %     (0.6 )%

 

Within our Heavy Fabrications segment, wind tower orders decreased 65% compared to the prior year period primarily due to the timing of tower orders as a major wind tower customer secured relatively longer-term capacity during the fourth quarter of 2022 instead of ordering in more regular intervals as was the case in the prior year. Partially offsetting this decrease in wind tower orders was a 40% increase in industrial fabrication orders primarily due to improved demand for our PRS units. Segment revenues increased by 4% during the six months ended June 30, 2023 primarily due to a 14% increase in industrial fabrication revenue due to increased shipments of our PRS units in the current year. Wind tower revenue increased 2% primarily as a result of less customer supplied materials in the current year and increased steel content, which is generally a pass-through to customers. This was partially offset by a 16% decrease in tower sections sold. 

 

 

Heavy Fabrications segment operating results improved by $7,040 as compared to the prior year period. The improvement in operating performance was primarily a result of reduced wind tower costs as a result of the AMP credits recognized of $6,729 and higher industrial fabrication revenues recognized in the current year. Operating profit margin was 10.2% during the six months ended June 30, 2023 compared to (0.6%) during the six months ended June 30, 2022. 

 

 

Gearing Segment

 

   

Six Months Ended

 
   

June 30,

 
   

2023

   

2022

 

Orders

  $ 18,206     $ 23,003  

Revenues

    22,943       20,700  

Operating income (loss)

    929       (697 )

Operating margin

    4.0 %     (3.4 )%

 

Gearing segment orders decreased 21% from the prior year period primarily due to reduced demand from O&G customers. Gearing revenue was up 11% relative to the comparable prior year period primarily due to higher order intake in recent quarters from industrial customers, partially offset by a decrease in mining revenue.

 

Gearing segment operating income improved by $1,626 from the prior year period. This improvement was primarily attributable to higher sales, improved operational efficiencies, a more profitable product mix sold, and the absence of ramp-up costs incurred in the prior year. Operating margin was 4.0% during the six months ended June 30, 2023, an improvement from (3.4)% during the six months ended June 30, 2022, driven primarily by the items identified above.

 

Industrial Solutions Segment 

 

   

Six Months Ended

 
   

June 30,

 
   

2023

   

2022

 

Orders

  $ 14,158     $ 8,587  

Revenues

    11,692       9,121  

Operating income (loss)

    1,465       (177 )

Operating margin

    12.5 %     (1.9 )%

 

 

 

Industrial Solutions segment orders and revenue increased from the prior year period primarily due to improved demand for new and aftermarket gas turbine content. Operating income increased versus the prior-year primarily as a result of higher sales and a more profitable mix of product sold. 

 

Corporate and Other 

 

Corporate and Other expenses during the six months ended June 30, 2023 increased from the prior year period primarily due to higher medical costs and increased professional fees associated with the contested proxy election. 

 

 

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES 

 

On August 4, 2022, we entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), providing the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. As of June 30, 2023, cash totaled $2,095, a decrease of $10,637 from December 31, 2022. Debt and finance lease obligations at June 30, 2023 totaled $25,434. As of June 30, 2023, we had the ability to borrow up to an additional $13,128 under the 2022 Credit Facility. 

 

In addition to the 2022 Credit Facility, we also utilize supply chain financing arrangements as a component of our funding for working capital, which accelerates receivable collections and helps to better manage cash flow. Under these agreements, we have agreed to sell certain of our accounts receivable balances to banking institutions who have agreed to advance amounts equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse. Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the consolidated statements of cash flows. Fees incurred in connection with the agreements are recorded as interest expense.

 

We also have outstanding notes payable for capital expenditures in the amount of $1,647 and $1,094 as of June 30, 2023 and December 31, 2022, respectively, with $37 and $88 included in the “Line of Credit and current portion of long-term debt” line item of our condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, respectively. The notes payable have monthly payments that range from $3 to $16 and an interest rate of approximately 5%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable mature in September 2028.

 

On August 18, 2020, we filed a “shelf” registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 13, 2020 (the “Form S-3”) and expires on October 12, 2023. This shelf registration statement, which includes a base prospectus, allows us at any time to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes. 

 

On September 12, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, we may sell from time to time through the Agents shares of our common stock with an aggregate sales price of up to $12,000. Any shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and the 424(b) prospectus supplement relating to the offering dated September 12, 2022. We will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. During the year ended December 31, 2022, we issued 100,379 shares of our common stock under the Sales Agreement and the net proceeds (before upfront costs) to us from the sale of our common stock were approximately $323 after deducting commissions paid of approximately $9. No shares of the Company’s common stock were issued under the Sales Agreement during the six months ended June 30, 2023. As of June 30, 2023, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement.

 

We anticipate that current cash resources, amounts available under the 2022 Credit Facility, cash to be generated from operations and equipment financing, proceeds from the sale of securities under the Sales Agreement and any potential proceeds from the sale of further securities under the Form S-3 (or a successor registration statement) will be adequate to meet our liquidity needs for at least the next twelve months.

 

 

 

If assumptions regarding our production, sales and subsequent collections from certain of our large customers, as well as receipt of customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, we may encounter cash flow and liquidity issues.

If our operational performance deteriorates, we may be unable to comply with existing financial covenants, and could lose access to the 2022 Credit Facility. This could limit our operational flexibility, require a delay in making planned investments and/or require us to seek additional equity or debt financing. Any attempt to raise equity through the public markets could have a negative effect on our stock price, making an equity raise more difficult or more dilutive. Any additional equity financing or equity linked financing, if available, will be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other operating and financial restrictions on us. While we believe that we will continue to have sufficient cash available to operate our businesses and to meet our financial obligations and debt covenants, there can be no assurances that our operations will generate sufficient cash or that existing or new credit facilities or equity or equity linked financings will be available in an amount sufficient to enable us to meet these financial obligations.

 

Sources and Uses of Cash 

 

The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2023 and 2022:

 

   

Six Months Ended

 
   

June 30,

 
   

2023

   

2022

 

Total cash (used in) provided by:

               

Operating activities

  $ (17,447 )   $ (8,264 )

Investing activities

    (3,962 )     (1,697 )

Financing activities

    10,772       9,158  

Net decrease in cash

  $ (10,637 )   $ (803 )

 

Operating Cash Flows 

 

During the six months ended June 30, 2023, net cash used in operating activities totaled $17,447 compared to net cash used in operating activities of $8,264 during the prior year period. The increase in net cash used during the current year period was primarily due to the AMP credit receivable, a relatively larger increase in accounts receivable and inventory versus the prior year period, and less of an accounts payable build. Increases in accounts receivable and inventory were driven by increased production levels when compared to the prior year period. This was partially offset by less cash used related to customer deposit balances. 

 

Investing Cash Flows 

 

During the six months ended June 30, 2023, net cash used in investing activities totaled $3,962, compared to net cash used in investing activities of $1,697 during the prior year period. The increase in net cash used in investing activities as compared to the prior-year period was primarily due to a net increase in purchases of property and equipment.

 

Financing Cash Flows 

 

During the six months ended June 30, 2023, net cash provided by financing activities totaled $10,772, compared to net cash provided by financing activities of $9,158 during the prior year period. The increase was primarily due to increased net borrowings under the 2022 Credit Facility in the current year period. 

 

CRITICAL ACCOUNTING ESTIMATES

 

There have been no material changes in our critical accounting estimates during the six months ended June 30, 2023 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2022. 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 

 

The preceding discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Portions of this Quarterly Report on Form 10-Q, including the discussion and analysis in this Part I, Item 2, contain “forward looking statements”, as defined in Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward looking statements. Forward looking statements include any statement that does not directly relate to a current or historical fact. Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following: (i) the impact of global health concerns on the economies and financial markets and the demand for our products; (ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits (which remain subject to further technical guidance and regulations), and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (iii) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (iv) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary; (v) our ability to continue to grow our business organically and through acquisitions; (vi) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (vii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (viii) the sufficiency of our liquidity and alternate sources of funding, if necessary; (ix) our ability to realize revenue from customer orders and backlog; (x) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (xi) the economy and the potential impact it may have on our business, including our customers; (xii) the state of the wind energy market and other energy and industrial markets generally, including the availability of tax credits, and the impact of competition and economic volatility in those markets; (xiii) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xiv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xv) the effects of the change of administrations in the U.S. federal government; (xvi) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xvii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xviii) the limited trading market for our securities and the volatility of market price for our securities; and (xix) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, as supplemented by the risk factors set forth under the caption “Risk Factors” in Part II, Item IA of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.

 

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk 

 

We are a smaller reporting company as defined by Item 10(f)(1) of Regulation S-K under the Securities Act and as such are not required to provide information under this Item pursuant to Item 305I of Regulation S-K. 

 

Item 4.  Controls and Procedures 

 

Evaluation of Disclosure Controls and Procedures 

 

We seek to maintain disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15I under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. Our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the most recent fiscal quarter reported on herein. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2023.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II.   OTHER INFORMATION 

 

Item 1.

Legal Proceedings 

 

The information required by this item is incorporated herein by reference to Note 13, “Legal Proceedings And Other Matters” of the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. 

 

Item 1A.

Risk Factors

 

The Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 continue to represent the most significant risks to the Company’s future results of operations and financial conditions.

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None. 

 

Item 3.

Defaults Upon Senior Securities 

 

None. 

 

Item 4.

Mine Safety Disclosures 

 

Not Applicable. 

 

Item 5.

Other Information 

 

Rule 10b5-1 Trading Arrangement

 

During the three months ended June 30, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

 

Item 6.

Exhibits 

 

The exhibits listed on the Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

 

EXHIBIT INDEX

BROADWIND, INC.

FORM 10-Q FOR THE QUARTER ENDED June 30, 2023

 

Exhibit

Number

Exhibit

3.1

Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008

3.2

Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 23, 2012)

3.3

Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 6, 2020)

3.4

Fourth Amended and Restated Bylaws of the Company, adopted as of June 26, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 28, 2023)

31.1

Rule 13a-14(a) Certification of Chief Executive Officer*
31.2 Rule 13a-14(a) Certification of Chief Financial Officer*

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Chief Executive Officer*

32.2 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Chief Financial Officer*

101

The following financial information from this Form 10-Q of Broadwind, Inc. for the quarter ended June 30, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text.

101.INS* Inline XBRL Instance
101.SCH* Inline XBRL Taxonomy Extension Schema
101.CAL* Inline XBRL Taxonomy Extension Calculation
101.DEF* Inline XBRL Taxonomy Extension Definition
101.LAB* Inline XBRL Taxonomy Extension Labels
101.PRE* Inline XBRL Taxonomy Extension Presentation
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 


*

Filed herewith.

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

BROADWIND, INC.

August 14, 2023

By:

/s/ Eric B. Blashford

Eric B. Blashford

President and Chief Executive Officer

(Principal Executive Officer) 

30

EXHIBIT 31.1

 

CERTIFICATION

 

I, Eric B. Blashford, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Broadwind, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

   

August 14, 2023

 
   
 

/s/ Eric B. Blashford

 

Eric B. Blashford

 

President and Chief Executive Officer

 

(Principal Executive Officer)

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, Thomas A. Ciccone, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Broadwind, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

   

August 14, 2023

 
   
 

/s/ Thomas A. Ciccone

 

Thomas A. Ciccone

 

Vice President, Chief Financial Officer

 

(Principal Financial Officer)

 

 

 

EXHIBIT 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER 

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report on Form 10-Q of Broadwind, Inc. (the “Company”) for the period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”), I, Eric B. Blashford, President and Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:

 

(i)     the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

 

(ii)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

August 14, 2023  
   
 

/s/ Eric B. Blashford

 

Eric B. Blashford

 

President and Chief Executive Officer

 

(Principal Executive Officer)

 

This certification accompanies the Report pursuant to Section 906 and shall not be deemed filed by the Company for purposes of Section 18 of the Exchange Act.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Commission or its staff upon request.

 

 

EXHIBIT 32.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report on Form 10-Q of Broadwind , Inc. (the “Company”) for the period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”), I, Thomas A. Ciccone, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:

 

(i)     the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; (the “Exchange Act”); and

 

(ii)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

August 14, 2023

 
   
 

/s/ Thomas A. Ciccone

 

Thomas A. Ciccone

 

Vice President, Chief Financial Officer

 

(Principal Financial Officer)

 

This certification accompanies the Report pursuant to Section 906 and shall not be deemed filed by the Company for purposes of Section 18 of the Exchange Act.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Commission or its staff upon request.

 

 

 

 
v3.23.2
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2023
Aug. 09, 2023
Document Information [Line Items]    
Entity Central Index Key 0001120370  
Entity Registrant Name BROADWIND, INC.  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 001-34278  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 88-0409160  
Entity Address, Address Line One 3240 S. Central Avenue  
Entity Address, City or Town Cicero  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60804  
City Area Code 708  
Local Phone Number 780-4800  
Title of 12(b) Security Common stock, $0.001 par value  
Trading Symbol BWEN  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   21,304,988
v3.23.2
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
CURRENT ASSETS:    
Cash $ 2,095 $ 12,732
Accounts receivable, net 28,796 17,018
AMP credit receivable 6,729 0
Contract assets 2,228 1,955
Inventories, net 48,555 44,262
Prepaid expenses and other current assets 3,143 3,291
Total current assets 91,546 79,258
LONG-TERM ASSETS:    
Property and equipment, net 46,787 45,319
Operating lease right-of-use assets, net 15,488 16,396
Intangible assets, net 2,395 2,728
Other assets 749 839
TOTAL ASSETS 156,965 144,540
CURRENT LIABILITIES:    
Line of credit and current portion of long-term debt 13,110 1,170
Current portion of finance lease obligations 1,590 2,008
Current portion of operating lease obligations 1,737 1,882
Accounts payable 28,419 26,255
Accrued liabilities 5,680 4,313
Customer deposits 30,360 34,550
Total current liabilities 80,896 70,178
LONG-TERM LIABILITIES:    
Long-term debt, net of current maturities 7,203 7,141
Long-term finance lease obligations, net of current portion 3,531 4,226
Long-term operating lease obligations, net of current portion 15,917 16,696
Other 20 26
Total long-term liabilities 26,671 28,089
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:    
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding 0 0
Common stock, $0.001 par value; 30,000,000 shares authorized; 21,578,925 and 21,127,130 shares issued as of June 30, 2023, and December 31, 2022, respectively 22 21
Treasury stock, at cost, 273,937 shares as of June 30, 2023 and December 31, 2022 (1,842) (1,842)
Additional paid-in capital 398,180 397,240
Accumulated deficit (346,962) (349,146)
Total stockholders’ equity 49,398 46,273
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 156,965 $ 144,540
v3.23.2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 30,000,000 30,000,000
Common stock, shares issued (in shares) 21,578,925 21,127,130
Treasury stock, common shares (in shares) 273,937 273,937
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenues $ 50,843 $ 50,012 $ 99,716 $ 91,856
Cost of sales 42,510 47,618 84,407 87,450
Gross profit 8,333 2,394 15,309 4,406
OPERATING EXPENSES:        
Selling, general and administrative 5,952 4,122 11,478 8,024
Intangible amortization 165 184 333 367
Total operating expenses 6,117 4,306 11,811 8,391
Operating income (loss) 2,216 (1,912) 3,498 (3,985)
OTHER EXPENSE, net:        
Interest expense, net (751) (776) (1,239) (1,121)
Other, net (22) 0 (24) 21
Total other expense, net (773) (776) (1,263) (1,100)
Net income (loss) before provision for income taxes 1,443 (2,688) 2,235 (5,085)
Provision for income taxes 28 15 51 22
NET INCOME (LOSS) $ 1,415 $ (2,703) $ 2,184 $ (5,107)
NET INCOME (LOSS) PER COMMON SHARE—BASIC:        
Net income (loss) (in dollars per share) $ 0.07 $ (0.13) $ 0.10 $ (0.26)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC (in shares) 21,091,496 20,244,176 20,980,880 19,977,477
NET INCOME (LOSS) PER COMMON SHARE—DILUTED:        
Net income (loss) (in dollars per share) $ 0.07 $ (0.13) $ 0.10 $ (0.26)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED (in shares) 21,408,527 20,244,176 21,390,231 19,977,477
v3.23.2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Common Stock [Member]
Treasury Stock, Common [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
BALANCE (in shares) at Dec. 31, 2021 19,859,650 (273,937)      
BALANCE at Dec. 31, 2021 $ 20 $ (1,842) $ 395,372 $ (339,416) $ 54,134
Stock issued for restricted stock (in shares) 480,595 0      
Stock issued for restricted stock $ 0 $ 0 0 0 0
Stock issued under defined contribution 401(k) retirement savings plan (in shares) 146,790 0      
Stock issued under defined contribution 401(k) retirement savings plan $ 0 $ 0 282 0 282
Share-based compensation $ 0 $ 0 192 0 192
Shares withheld for taxes in connection with issuance of restricted stock (in shares) (194,962) 0      
Shares withheld for taxes in connection with issuance of restricted stock $ 0 $ 0 (411) 0 (411)
Net income (loss) $ 0 $ 0 0 (2,404) (2,404)
BALANCE (in shares) at Mar. 31, 2022 20,292,073 (273,937)      
BALANCE at Mar. 31, 2022 $ 20 $ (1,842) 395,435 (341,820) 51,793
BALANCE (in shares) at Dec. 31, 2021 19,859,650 (273,937)      
BALANCE at Dec. 31, 2021 $ 20 $ (1,842) 395,372 (339,416) 54,134
Net income (loss)         (5,107)
BALANCE (in shares) at Jun. 30, 2022 20,744,988 (273,937)      
BALANCE at Jun. 30, 2022 $ 20 $ (1,842) 396,021 (344,523) 49,676
BALANCE (in shares) at Mar. 31, 2022 20,292,073 (273,937)      
BALANCE at Mar. 31, 2022 $ 20 $ (1,842) 395,435 (341,820) 51,793
Stock issued for restricted stock (in shares) 328,139 0      
Stock issued for restricted stock $ 0 $ 0 0 0 0
Stock issued under defined contribution 401(k) retirement savings plan (in shares) 207,722 0      
Stock issued under defined contribution 401(k) retirement savings plan $ 0 $ 0 331 0 331
Share-based compensation $ 0 $ 0 388 0 388
Shares withheld for taxes in connection with issuance of restricted stock (in shares) (82,946) 0      
Shares withheld for taxes in connection with issuance of restricted stock $ 0 $ 0 (133) 0 (133)
Net income (loss) $ 0 $ 0 0 (2,703) (2,703)
BALANCE (in shares) at Jun. 30, 2022 20,744,988 (273,937)      
BALANCE at Jun. 30, 2022 $ 20 $ (1,842) 396,021 (344,523) 49,676
BALANCE (in shares) at Dec. 31, 2022 21,127,130 (273,937)      
BALANCE at Dec. 31, 2022 $ 21 $ (1,842) 397,240 (349,146) 46,273
Stock issued under defined contribution 401(k) retirement savings plan (in shares) 64,807 0      
Stock issued under defined contribution 401(k) retirement savings plan $ 0 $ 0 302 0 302
Share-based compensation 0 0 178 0 178
Net income (loss) $ 0 $ 0 0 769 769
BALANCE (in shares) at Mar. 31, 2023 21,191,937 (273,937)      
BALANCE at Mar. 31, 2023 $ 21 $ (1,842) 397,720 (348,377) 47,522
BALANCE (in shares) at Dec. 31, 2022 21,127,130 (273,937)      
BALANCE at Dec. 31, 2022 $ 21 $ (1,842) 397,240 (349,146) $ 46,273
Shares withheld for taxes in connection with issuance of restricted stock (in shares)         (92,984)
Net income (loss)         $ 2,184
BALANCE (in shares) at Jun. 30, 2023 21,578,925 (273,937)      
BALANCE at Jun. 30, 2023 $ 22 $ (1,842) 398,180 (346,962) 49,398
BALANCE (in shares) at Mar. 31, 2023 21,191,937 (273,937)      
BALANCE at Mar. 31, 2023 $ 21 $ (1,842) 397,720 (348,377) 47,522
Stock issued for restricted stock (in shares) 408,436 0      
Stock issued for restricted stock $ 1 $ 0 0 0 1
Stock issued under defined contribution 401(k) retirement savings plan (in shares) 71,536 0      
Stock issued under defined contribution 401(k) retirement savings plan $ 0 $ 0 346 0 346
Share-based compensation $ 0 $ 0 231 0 231
Shares withheld for taxes in connection with issuance of restricted stock (in shares) (92,984) 0      
Shares withheld for taxes in connection with issuance of restricted stock $ 0 $ 0 (117) 0 (117)
Net income (loss) $ 0 $ 0 0 1,415 1,415
BALANCE (in shares) at Jun. 30, 2023 21,578,925 (273,937)      
BALANCE at Jun. 30, 2023 $ 22 $ (1,842) $ 398,180 $ (346,962) $ 49,398
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss) $ 2,184 $ (5,107)
Adjustments to reconcile net cash used in operating activities:    
Depreciation and amortization expense 3,167 3,095
Deferred income taxes (5) (9)
Change in fair value of interest rate swap agreements 0 2
Share-based compensation 409 580
Allowance for doubtful accounts 16 30
Common stock issued under defined contribution 401(k) plan 648 613
Loss on disposal of assets 48 3
Changes in operating assets and liabilities:    
Accounts receivable (11,794) (7,389)
AMP credit receivable (6,729) 0
Employee retention credit receivable 0 497
Contract assets (273) (2,194)
Inventories (4,293) (1,552)
Prepaid expenses and other current assets 147 596
Accounts payable 1,776 9,698
Accrued liabilities 1,367 656
Customer deposits (4,190) (7,789)
Other non-current assets and liabilities 75 6
Net cash used in operating activities (17,447) (8,264)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchases of property and equipment (3,977) (1,697)
Proceeds from disposals of property and equipment 15 0
Net cash used in investing activities (3,962) (1,697)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from line of credit, net 11,991 10,687
Proceeds from long-term debt 618 125
Payments on long-term debt (607) (107)
Principal payments on finance leases (1,113) (1,003)
Shares withheld for taxes in connection with issuance of restricted stock (117) (544)
Net cash provided by financing activities 10,772 9,158
NET DECREASE IN CASH (10,637) (803)
CASH beginning of the period 12,732 852
CASH end of the period $ 2,095 $ 49
v3.23.2
Note 1 - Basis of Presentation
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

NOTE 1 — BASIS OF PRESENTATION 

 

The unaudited condensed consolidated financial statements presented herein include the accounts of Broadwind, Inc. (the “Company”) and its wholly-owned subsidiaries Broadwind Heavy Fabrications, Inc. (“Broadwind Heavy Fabrications”), Brad Foote Gear Works, Inc. (“Brad Foote”) and Broadwind Industrial Solutions, LLC (“Broadwind Industrial Solutions”). All intercompany transactions and balances have been eliminated. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included.

 

Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2023, or any other interim period, which may differ materially due to, among other things, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 and as supplemented by the risk factors set forth in our other filings with the Securities and Exchange Commission (the “SEC”).

 

The December 31, 2022 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. This financial information should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2023 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

Company Description  

 

Through its subsidiaries, the Company is a precision manufacturer of structures, equipment and components for clean technology and other specialized applications. The Company provides technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”). The Company’s capabilities include, but are not limited to the following: heavy fabrications, welding, metal rolling, coatings, gear cutting and shaping, gearbox manufacturing and repair, heat treatment, assembly, engineering and packaging solutions. The Company’s most significant presence is within the U.S. wind energy industry, which accounted for 50% and 53% of the Company’s revenue during the first six months of 2023 and 2022, respectively. 

 

Liquidity

 

The Company typically meets its short term liquidity needs through cash generated from operations, its available cash balances, the 2022 Credit Facility (as defined below), equipment financing, and access to the public or private debt and/or equity markets, including the option to raise capital from the sale of our securities under the Form S-3 (as discussed below).

 

See Note 8, “Debt and Credit Agreements,” of these condensed consolidated financial statements for a description of the 2022 Credit Facility and the Company’s other debt. 

 

Debt and finance lease obligations at  June 30, 2023 totaled $25,434, which includes current outstanding debt and finance leases totaling $14,700. The Company’s outstanding debt includes $11,991 outstanding from the senior secured revolving credit facility under the 2022 Credit Facility. The Company had $6,675 drawn on the senior secured revolving term loan as of June 30, 2023.  The Company’s revolving line of credit balance is included in the “Line of credit and current portion of long-term debt” line item in the Company's condensed consolidated balance sheet. 

 

On August 18, 2020, the Company filed a “shelf” registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 13, 2020 (the “Form S-3”) and expires on October 12, 2023. This shelf registration statement, which includes a base prospectus, allows the Company to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, the Company would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes. 

 

On September 12, 2022, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Agents shares of the Company’s common stock, par value $0.001 per share with an aggregate sales price of up to $12,000. Any shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and the 424(b) prospectus supplement relating to the offering dated September 12, 2022. The Company will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. During the year ended December 31, 2022, the Company issued 100,379 shares of the Company’s common stock under the Sales Agreement and the net proceeds (before upfront costs) to the Company from the sale of the Company’s common stock were approximately $323 after deducting commissions paid of approximately $9 and before deducting other expenses of $93. No shares of the Company’s common stock were issued under the Sales Agreement during the six months ended June 30, 2023. As of June 30, 2023, shares of the Company’s common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement.

 

The Company also utilizes supply chain financing arrangements as a component of its funding for working capital, which accelerates receivable collections and helps to better manage cash flow. Under these agreements, the Company has agreed to sell certain of its accounts receivable balances to banking institutions who have agreed to advance amounts equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse. Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the Company's consolidated statements of cash flows. Fees incurred in connection with the agreements are recorded as interest expense by the Company.

 

During the three and six months ended June 30, 2023, the Company sold account receivables totaling $9,495 and $18,807, respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $184 and $315, respectively. During the three and six months ended June 30, 2022, the Company sold account receivables totaling $30,512 and $46,438, respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $417 and $495, respectively. 

 

The Company anticipates that current cash resources, amounts available under the 2022 Credit Facility, cash to be generated from operations and equipment financing, potential proceeds from the sale of Company securities under the Sales Agreement and any potential proceeds from the sale of further Company securities under the Form S-3 (or a successor registration statement) will be adequate to meet the Company’s liquidity needs for at least the next twelve months.

If assumptions regarding the Company’s production, sales and subsequent collections from certain of the Company’s large customers, as well as receipt of customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, the Company may in the future encounter cash flow and liquidity issues. If the Company’s operational performance deteriorates significantly, it may be unable to comply with existing financial covenants, and could lose access to the 2022 Credit Facility. This could limit the Company’s operational flexibility, require a delay in making planned investments and/or require the Company to seek additional equity or debt financing. Any additional equity financing, if available, may be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other restrictions on the Company. While the Company believes that it will continue to have sufficient cash available to operate its businesses and to meet its financial obligations and debt covenants, there can be no assurances that its operations will generate sufficient cash, or that credit facilities will be available in an amount sufficient to enable the Company to meet these financial obligations.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to current year presentation in the condensed consolidated financial statements and the notes to the condensed consolidated financial statements.  

 

Management’s Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period. Significant estimates, among others, include revenue recognition, future cash flows, inventory reserves, warranty reserves, impairment of long-lived assets, allowance for doubtful accounts, health insurance reserves, and valuation allowances on deferred taxes. Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from these estimates.

 

v3.23.2
Note 2 - Revenues
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

NOTE 2 — REVENUES

 

Revenues are recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The following table presents the Company’s revenues disaggregated by revenue source for the three and six months ended June 30, 2023 and 2022:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Heavy Fabrications

 $33,944  $35,575  $65,537  $62,847 

Gearing

  10,977   10,115   22,943   20,700 

Industrial Solutions

  6,270   5,049   11,692   9,121 

Eliminations

  (348)  (727)  (456)  (812)

Consolidated

 $50,843  $50,012  $99,716  $91,856 

 

Revenue within the Company’s Gearing and Industrial Solutions segments, as well as industrial fabrication product line revenues within the Heavy Fabrications segment, are generally recognized at a point in time, typically when the promised goods or services are physically transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The Company measures revenue based on the consideration specified in the purchase order and revenue is recognized when the performance obligations are satisfied. If applicable, the transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation.

 

For many tower sales within the Company’s Heavy Fabrications segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition. The Company recognizes revenue under these arrangements only when there is a substantive reason for the agreement, the ordered goods are identified separately as belonging to the customer and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

 

During the six months ended June 30, 2023 and 2022, the Company recognized a portion of revenue within the Heavy Fabrications segment over time, as the products had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contracts. Within the Heavy Fabrications segment, the Company recognized revenue over time of $2,003 and $3,861 for the three and six months ended June 30, 2023, respectively. Within the Heavy Fabrications segment, the Company recognized revenue over time of $4,182 and $7,409 for the three and six months ended June 30, 2022, respectively. The Company uses labor hours as the input measure of progress for the applicable Heavy Fabrications contracts because the projects are labor intensive. Contract assets are recorded when performance obligations are satisfied but the Company is not yet entitled to payment. Contract assets represent the Company’s rights to consideration for work completed but not billed at the end of the period. 

 

The Company generally expenses sales commissions when incurred. These costs are recorded within selling, general and administrative expenses. Customer deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are classified as reductions of revenue in the Company’s statement of operations.

 

The Company does not disclose the value of the unsatisfied performance obligations for contracts with an original expected length of one year or less.

 

v3.23.2
Note 3 - Earnings Per Share
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Earnings Per Share [Text Block]

NOTE 3 — EARNINGS PER SHARE 

 

The following table presents a reconciliation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022, as follows: 

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Basic earnings per share calculation:

                

Net income (loss)

 $1,415  $(2,703) $2,184  $(5,107)

Weighted average number of common shares outstanding

  21,091,496   20,244,176   20,980,880   19,977,477 

Basic net income (loss) per share

 $0.07  $(0.13) $0.10  $(0.26)

Diluted earnings per share calculation:

                

Net income (loss)

 $1,415  $(2,703) $2,184  $(5,107)

Weighted average number of common shares outstanding

  21,091,496   20,244,176   20,980,880   19,977,477 

Common stock equivalents:

                

Non-vested stock awards (1)

  317,031      409,351    

Weighted average number of common shares outstanding

  21,408,527   20,244,176   21,390,231   19,977,477 

Diluted net income (loss) per share

 $0.07  $(0.13) $0.10  $(0.26)

 

(1) Restricted stock units granted and outstanding of 829,890 as of June 30, 2022, are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company’s net loss for the three months and six months ended June 30, 2022.

 

  

v3.23.2
Note 4 - Inventories
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Inventory Disclosure [Text Block]

NOTE 4 — INVENTORIES 

 

The components of inventories as of June 30, 2023 and December 31, 2022 are summarized as follows:

 

  

June 30,

  

December 31,

 
  

2023

  

2022

 

Raw materials

 $30,459  $27,644 

Work-in-process

  15,082   13,843 

Finished goods

  5,250   4,916 
   50,791   46,403 

Less: Reserve for excess and obsolete inventory

  (2,236)  (2,141)

Net inventories

 $48,555  $44,262 

  

v3.23.2
Note 5 - AMP Credits
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Advanced Manufacturing Production Tax Credits [Text Block]

NOTE 5 — AMP CREDITS

 

During the three and six months ended June 30, 2023, the Company recognized Advanced Manufacturing Production tax credits (“AMP credits”) totaling $3,567 and $6,729, respectively, within the Heavy Fabrications segment. These AMP credits were introduced as part of the Inflation Reduction Act (“IRA”) which was enacted on August 16, 2022. The IRA includes advanced manufacturing tax credits for manufacturers of eligible components, including wind and solar components. Manufacturers of wind components qualify for the AMP credits based on the total rated capacity, expressed on a per watt basis, of the completed wind turbine for which such component is designed. The credit applies to each component produced and sold in the U.S. beginning in 2023 through 2032. Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of $0.03 per watt for each wind tower produced. In calculating the eligible credit, the Company relied on the megawatt rating provided by the customer. Manufacturers who qualify for the AMP credits can apply to the Internal Revenue Service for cash refunds of the AMP credits or sell the AMP credits to third parties for cash. The Company recognized the AMP credits as a reduction to cost of sales in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2023. The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in the Company's condensed consolidated balance sheets as of June 30, 2023. There are currently several critical and complex aspects of the IRA pending technical guidance and regulations from the Internal Revenue Service and the U.S. Treasury Department. Any modifications to the law or its effects arising, for example, through technical guidance and regulations from the Internal Revenue Service and the U.S. Treasury Department could result in changes to the expected and/or actual benefits in the future, which could have a material adverse effect on the Company, results of operations, financial performance and future development efforts.

 

v3.23.2
Note 6 - Intangible Assets
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Intangible Assets Disclosure [Text Block]

NOTE 6 — INTANGIBLE ASSETS

 

Intangible assets represent the fair value assigned to definite-lived assets such as trade names and customer relationships as part of the Company’s acquisition of Brad Foote completed in 2007 as well as the noncompetition agreements, trade names and customer relationships that were part of the Company’s acquisition of Red Wolf Company, LLC completed in 2017. Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 3 to 4 years.

 

As of June 30, 2023 and December 31, 2022, the cost basis, accumulated amortization and net book value of intangible assets were as follows:

 

  

June 30, 2023

  

December 31, 2022

 
                  

Remaining

                  

Remaining

 
                  

Weighted

                  

Weighted

 
          

Accumulated

  

Net

  

Average

          

Accumulated

  

Net

  

Average

 
  

Cost

  

Accumulated

  

Impairment

  

Book

  

Amortization

      

Accumulated

  

Impairment

  

Book

  

Amortization

 
  

Basis

  

Amortization

  

Charges

  

Value

  

Period

  

Cost

  

Amortization

  

Charges

  

Value

  

Period

 

Intangible assets:

                                        

Noncompete agreements

 $170  $(170) $  $     $170  $(167) $  $3   0.1 

Customer relationships

  15,979   (7,711)  (7,592)  676   2.6   15,979   (7,581)  (7,592)  806   3.1 

Trade names

  9,099   (7,380)     1,719   4.3   9,099   (7,180)     1,919   4.8 

Intangible assets

 $25,248  $(15,261) $(7,592) $2,395   3.8  $25,248  $(14,928) $(7,592) $2,728   4.3 

As of June 30, 2023, estimated future amortization expense was as follows:

 

2023

 $331 

2024

  661 

2025

  661 

2026

  422 

2027

  320 

Total

 $2,395 

​ 

v3.23.2
Note 7 - Accrued Liabilities
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 7 — ACCRUED LIABILITIES

 

Accrued liabilities as of June 30, 2023 and December 31, 2022 consisted of the following: 

 

  

June 30,

  

December 31,

 
  

2023

  

2022

 

Accrued payroll and benefits

 $4,011  $3,110 

Accrued property taxes

  419   17 

Income taxes payable

  66   26 

Accrued professional fees

  417   118 

Accrued warranty liability

  181   149 

Self-insured workers compensation reserve

  27   30 

Long term incentive plan accrual

     619 

Accrued other

  559   244 

Total accrued liabilities

 $5,680  $4,313 

 

v3.23.2
Note 8 - Debt and Credit Agreements
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 8 — DEBT AND CREDIT AGREEMENTS

 

The Company’s outstanding debt balances as of June 30, 2023 and December 31, 2022 consisted of the following:

 

  

June 30,

  

December 31,

 
  

2023

  

2022

 

Line of credit

 $11,991  $ 

Other notes payable

  1,647   1,094 

Long-term debt

  6,675   7,217 

Less: Current portion

  (13,110)  (1,170)

Long-term debt, net of current maturities

 $7,203  $7,141 

 

Credit Facility

 

On August 4, 2022, the Company entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), which replaced its prior credit facility and provided the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. In connection with the 2022 Credit Facility, the Company incurred deferred financing costs in the amount of $392 primarily related to the revolving credit loan, which is net of accumulated amortization of $88. These costs are included in the “Other assets” line item of the Company's condensed consolidated financial statements at  June 30, 2023 and December 31, 2022. 

 

On February 8, 2023, the Company executed Amendment No. 1 to Credit Agreement and Limited Waiver which waived the Company’s fourth quarter minimum EBITDA (as defined in the 2022 Credit Agreement) requirement for the period ended December 31, 2022, amended the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Agreement) requirements for the twelve-month period ending January 31, 2024 through and including June 30, 2024 and each twelve-month period thereafter, and amended the minimum EBITDA requirements applicable to the twelve-month periods ending March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023.

 

The 2022 Credit Agreement, as amended, contains customary covenants limiting the Company’s and its subsidiaries’ ability to, among other things, incur liens, make investments, incur indebtedness, merge or consolidate with others or dispose of assets, change the nature of its business, and enter into transactions with affiliates. The initial term of the revolving credit facility matures August 4, 2027. The term loan also matures on August 4, 2027, with monthly payments based on an 84-month amortization.

 

As of June 30, 2023, there was $18,666 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $13,128. As of June 30, 2023, the Company was in compliance with all financial covenants under the 2022 Credit Facility. As of June 30, 2023, the effective interest rate of the senior secured revolving credit facility was 7.31% and the effective rate of the senior secured term loan was 7.56%. As of December 31, 2022, the effective interest rate of the senior secured revolving credit facility was 6.55% and the effective rate of the senior secured term loan was 6.80%. 

 

Other 

 

 In addition, the Company has outstanding notes payable for capital expenditures in the amount of $1,647 and $1,094 as of June 30, 2023 and December 31, 2022, respectively, with $37 and $88 included in the “Line of credit and current portion of long-term debt” line item of the Company’s condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, respectively. The notes payable have monthly payments that range from $3 to $16 and an interest rate of approximately 5%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable mature in  September 2028.

 

v3.23.2
Note 9 - Leases
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Lessee Operating and Finance Leases [Text Block]

NOTE 9 — LEASES

 

The Company leases certain facilities and equipment. The leases are accounted for under Accounting Standard Update 2016-02, Leases (“Topic 842”), and the Company elected to apply each available practical expedient. The discount rates used for the leases are based on an interest rate yield curve developed for the leases in the Company’s lease portfolio.

 

The Company has elected to apply the short-term lease exception to all leases of one year or less. During the six months ended June 30, 2023 and 2022, the Company did not have additional operating leases that resulted in right-of-use assets obtained in exchange for lease obligations. During the six months ended June 30, 2023 and 2022, the Company had additional finance leases that resulted in property, plant, and equipment obtained in exchange for lease obligations of $0 and $1,773, respectively. 

 

Some of the Company’s facility leases include options to renew. The exercise of the renewal options is typically at the Company’s discretion. The Company regularly evaluates the renewal options and includes them in the lease term when the Company is reasonably certain to exercise them.

 

Quantitative information regarding the Company’s leases is as follows:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Components of lease cost

                

Finance lease cost components:

                

Amortization of finance lease assets

 $369  $288  $739  $576 

Interest on finance lease liabilities

  86   96   184   176 

Total finance lease costs

  455   384   923   752 

Operating lease cost components:

                

Operating lease cost

  689   705   1,393   1,403 

Short-term lease cost

  78   144   167   296 

Variable lease cost (1)

  178   226   523   452 

Sublease income

  (49)  (31)  (97)  (79)

Total operating lease costs

  896   1,044   1,986   2,072 
                 

Total lease cost

 $1,351  $1,428  $2,909  $2,824 
                 

Supplemental cash flow information related to our operating leases is as follows for the six months ended June 30, 2023 and 2022:

                

Cash paid for amounts included in the measurement of lease liabilities:

                

Operating cash outflow from operating leases

         $1,727  $1,736 
                 

Weighted-average remaining lease term-finance leases at end of period (in years)

          3.1   2.7 

Weighted-average remaining lease term-operating leases at end of period (in years)

          7.7   8.5 

Weighted-average discount rate-finance leases at end of period

          5.1%  6.0%

Weighted-average discount rate-operating leases at end of period

          8.8%  8.7%

 

 

(1)

Variable lease costs consist primarily of taxes, insurance, utilities, and common area or other maintenance costs for the Company’s leased facilities and equipment.

As of June 30, 2023, future minimum lease payments under finance leases and operating leases were as follows:

  

Finance

  

Operating

     
  

Leases

  

Leases

  

Total

 

2023

 $1,066  $1,725  $2,791 

2024

  1,392   2,998   4,390 

2025

  986   3,064   4,050 

2026

  774   3,059   3,833 

2027

  671   3,098   3,769 

2028 and thereafter

  1,023   10,951   11,974 

Total lease payments

  5,912   24,895   30,807 

Less—portion representing interest

  (791)  (7,241)  (8,032)

Present value of lease obligations

  5,121   17,654   22,775 

Less—current portion of lease obligations

  (1,590)  (1,737)  (3,327)

Long-term portion of lease obligations

 $3,531  $15,917  $19,448 

​ 

v3.23.2
Note 10 - Fair Value Measurements
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

NOTE 10 — FAIR VALUE MEASUREMENTS 

 

Fair Value of Financial Instruments 

 

The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable and customer deposits, approximate their respective fair values due to the relatively short-term nature of these instruments. Based upon interest rates currently available to the Company for debt with similar terms, the carrying value of the Company’s long-term debt is approximately equal to its fair value. 

 

The Company is required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. Financial instruments are assessed quarterly to determine the appropriate classification within the fair value hierarchy. Transfers between fair value classifications are made based upon the nature and type of the observable inputs. The fair value hierarchy is defined as follows:

 

Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. 

 

Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

v3.23.2
Note 11 - Income Taxes
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

NOTE 11 — INCOME TAXES 

 

Effective tax rates differ from federal statutory income tax rates primarily due to changes in the Company’s valuation allowance, permanent differences and provisions for state and local income taxes. As of June 30, 2023, the Company has a full valuation allowance recorded against deferred tax assets. During the six months ended June 30, 2023, the Company recorded a provision for income taxes of $51, compared to a provision for income taxes of $22 during the six months ended June 30, 2022. On  August 16, 2022, Congress enacted the IRA which includes advanced manufacturing tax credits for manufacturers of eligible components, including wind and solar components produced and sold in the U.S. beginning in 2023 through 2032. The Company assumed no tax impact for the six months ended June 30, 2023 since the Company believes the credits will not be taxable. 

 

The Company files income tax returns in U.S. federal and state jurisdictions. As of June 30, 2023, open tax years in federal and some state jurisdictions date back to 1996 due to the taxing authorities’ ability to adjust operating loss carryforwards. As of December 31, 2022, the Company had federal and unapportioned state net operating loss (“NOL”) carryforwards of $288,462 of which $227,781 will generally begin to expire in 2026. The majority of the NOL carryforwards will expire in various years from 2028 through 2037. NOLs generated after January 1, 2018 will not expire.

 

Since the Company has no unrecognized tax benefits, they will not have an impact on the condensed consolidated financial statements as a result of the expiration of the applicable statues of limitations within the next twelve months. In addition, Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), generally imposes an annual limitation on the amount of NOL carryforwards and associated built-in losses that may be used to offset taxable income when a corporation has undergone certain changes in stock ownership. The Company’s ability to utilize NOL carryforwards and built-in losses may be limited, under Section 382 of the IRC or otherwise, by the Company’s issuance of common stock or by other changes in stock ownership. Upon completion of the Company’s analysis of  Section 382 of the IRC in 2010, the Company determined that aggregate changes in stock ownership triggered an annual limitation on NOL carryforwards and built-in losses available for utilization, thereby currently limiting annual NOL usage to $14,284 per year. Further limitations may occur, depending on additional future changes in stock ownership. To the extent the Company’s use of NOL carryforwards and associated built-in losses is significantly limited in the future, the Company’s income could be subject to U.S. corporate income tax earlier than it would be if the Company were able to use NOL carryforwards and built-in losses without such limitation, which could result in lower profits and the loss of benefits from these attributes. 

 

In February 2013, the Company adopted a Stockholder Rights Plan, which was approved by the Company’s stockholders and extended in 2016, 2019 and 2022 for additional three-year periods (as amended, the “Rights Plan”), designed to preserve the Company’s substantial tax assets associated with NOL carryforwards under Section 382 of the IRC.

 

The Rights Plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, becoming the beneficial owner of 4.9% or more of the Company’s common stock and thereby triggering a further limitation of the Company’s available NOL carryforwards. In connection with the adoption of the Rights Plan, the Board declared a non-taxable dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock to the Company’s stockholders of record as of the close of business on February 22, 2013. Each Right entitles its holder to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock at an exercise price of $7.26 per Right, subject to adjustment. As a result of the Rights Plan, any person or group that acquires beneficial ownership of 4.9% or more of the Company’s common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group. Stockholders who owned 4.9% or more of the outstanding shares of the Company’s common stock as of February 12, 2013 will not trigger the preferred share purchase rights unless they acquire additional shares after that date. 

 

As of June 30, 2023, the Company had no unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. The Company had no accrued interest and penalties as of June 30, 2023.

 

v3.23.2
Note 12 - Share-based Compensation
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

NOTE 12 — SHARE-BASED COMPENSATION 

There was no stock option activity during the six months ended June 30, 2023 and no stock options were outstanding as of June 30, 2023

 

The following table summarizes the Company’s restricted stock unit and performance award activity during the six months ended June 30, 2023

 

 

      

Weighted Average

 
  

Number of

  

Grant-Date Fair Value

 
  

Shares

  

Per Share

 

Unvested as of December 31, 2022

  822,737  $2.37 

Granted

  342,104  $4.10 

Vested

  (324,926) $2.13 

Forfeited

  (48,063) $3.13 

Unvested as of June 30, 2023

  791,852  $3.17 

 

Under certain situations, shares are withheld from issuance to cover taxes for the vesting of restricted stock units and performance awards. For the six months ended June 30, 2023, 92,984 shares were withheld to cover tax obligations. 

 

The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the six months ended June 30, 2023 and 2022, as follows: 

 

  

Six Months Ended June 30,

 
  

2023

  

2022

 

Share-based compensation expense:

        

Cost of sales

 $69  $83 

Selling, general and administrative

  341   497 

Net effect of share-based compensation expense on net income

 $410  $580 

Reduction in earnings per share:

        

Basic earnings per share

 $0.02  $0.03 

Diluted earnings per share

 $0.02  $0.03 

 

v3.23.2
Note 13 - Legal Proceedings and Other Matters
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Legal Matters and Contingencies [Text Block]

NOTE 13 — LEGAL PROCEEDINGS AND OTHER MATTERS

 

Legal Proceedings

 

The Company is party to a variety of legal proceedings that arise in the normal course of its business. While the results of these legal proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect, individually or in the aggregate, on the Company’s results of operations, financial condition or cash flows. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s results of operations, financial condition or cash flows. It is possible that if one or more of such matters were decided against the Company, the effects could be material to the Company’s results of operations in the period in which the Company would be required to record or adjust the related liability and could also be material to the Company’s financial condition and cash flows in the periods the Company would be required to pay such liability.

v3.23.2
Note 14 - Recent Accounting Pronouncements
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Accounting Standards Update and Change in Accounting Principle [Text Block]

NOTE 14 — RECENT ACCOUNTING PRONOUNCEMENTS 

 

The Company reviews new accounting standards as issued. Although some of the accounting standards issued or effective in the current fiscal year may be applicable to it, the Company believes that none of the new standards have a significant impact on its condensed consolidated financial statements.

 

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13, “Financial Instruments-Credit Losses (Topic 326),” which replaces the current incurred loss impairment methodology for most financial assets with the current expected credit loss (“CECL”) methodology. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables and contract assets. The guidance should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company implemented CECL during the three months ended March 31, 2023. The impact on the Company's financial statements was not material. See Note 16, “Commitments and Contingencies,” of these condensed consolidated financial statements for a further discussion of CECL. 

 

v3.23.2
Note 15 - Segment Reporting
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

NOTE 15— SEGMENT REPORTING 

 

The Company is organized into reporting segments based on the nature of the products offered and business activities from which it earns revenues and incurs expenses for which discrete financial information is available and regularly reviewed by the Company’s chief operating decision maker.

 

The Company’s segments and their product and service offerings are summarized below: 

 

Heavy Fabrications

 

The Company provides large, complex and precision fabrications to customers in a broad range of industrial markets. The Company’s most significant presence is within the U.S. wind energy industry, although it has diversified into other industrial markets in order to improve capacity utilization, reduce customer concentration, and reduce exposure to uncertainty related to governmental policies currently impacting the U.S. wind energy industry. Within the U.S. wind energy industry, the Company provides steel towers and tower adapters primarily to wind turbine manufacturers. Production facilities, located in Manitowoc, Wisconsin and Abilene, Texas, are situated in close proximity to the primary U.S. domestic wind energy and equipment manufacturing hubs. The two facilities have a combined annual tower production capacity of up to approximately 550 towers (1,650 tower sections), sufficient to support turbines generating more than 1,100 megawatts of power. The Company has expanded production capabilities and leveraged manufacturing competencies, including welding, lifting capacity and stringent quality practices, into aftermarket and original equipment manufacturer (“OEM”) components utilized in surface and underground mining, construction, material handling, oil and gas (“O&G”) and other infrastructure markets.

 

Gearing 

 

The Company provides gearing and gearboxes to a broad set of customers in diverse markets including; onshore and offshore O&G fracking and drilling, surface and underground mining, wind energy, steel, material handling and other infrastructure markets. The Company has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and OEM applications for nearly a century. The Company uses an integrated manufacturing process, which includes machining and finishing processes in Cicero, Illinois, and heat treatment and gearbox repair in Neville Island, Pennsylvania.

 

Industrial Solutions 

 

The Company provides supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market, as well as other clean technology markets.

 

Corporate

 

“Corporate” includes the assets and selling, general and administrative expenses of the Company’s corporate office. “Eliminations” comprises adjustments to reconcile segment results to consolidated results. 

 

The accounting policies of the reportable segments are the same as those referenced in Note 1, “Basis of Presentation” of these condensed consolidated financial statements. Summary financial information by reportable segment for the three and six months ended June 30, 2023 and 2022 is as follows:

 

  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Three Months Ended June 30, 2023

                        

Revenues from external customers

 $33,944  $10,977  $5,922  $  $  $50,843 

Intersegment revenues

        348      (348)   

Net revenues

  33,944   10,977   6,270      (348)  50,843 

Operating income (loss)

  3,867   348   843   (2,845)  3   2,216 

Depreciation and amortization

  856   556   92   58      1,562 

Capital expenditures

  2,156   739      17      2,912 

 

  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Three Months Ended June 30, 2022

                        

Revenues from external customers

 $35,575  $10,107  $4,330  $  $  $50,012 

Intersegment revenues

     8   719      (727)   

Net revenues

  35,575   10,115   5,049      (727)  50,012 

Operating income (loss)

  78   (585)  32   (1,437)     (1,912)

Depreciation and amortization

  862   555   98   61      1,576 

Capital expenditures

  718   476   9   2      1,205 

 

  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Six Months Ended June 30, 2023

                        

Revenues from external customers

 $65,537  $22,943  $11,236  $  $  $99,716 

Intersegment revenues

        456      (456)   

Net revenues

  65,537   22,943   11,692      (456)  99,716 

Operating income (loss)

  6,657   929   1,465   (5,556)  3   3,498 

Depreciation and amortization

  1,714   1,152   186   115      3,167 

Capital expenditures

  2,818   1,124   18   17      3,977 

 

  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Six Months Ended June 30, 2022

                        

Revenues from external customers

 $62,847  $20,684  $8,325  $  $  $91,856 

Intersegment revenues

     16   796      (812)   

Net revenues

  62,847   20,700   9,121      (812)  91,856 

Operating loss

  (383)  (697)  (177)  (2,728)     (3,985)

Depreciation and amortization

  1,741   1,031   201   122      3,095 

Capital expenditures

  1,200   476   18   3      1,697 

 

  

Total Assets as of

 
  

June 30,

  

December 31,

 

Segments:

 

2023

  

2022

 

Heavy Fabrications

 $65,149  $45,475 

Gearing

  53,205   51,944 

Industrial Solutions

  15,150   12,775 

Corporate

  70,570   62,809 

Eliminations

  (47,109)  (28,463)
  $156,965  $144,540 

 

v3.23.2
Note 16 - Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 16 — COMMITMENTS AND CONTINGENCIES 

 

Environmental Compliance and Remediation Liabilities 

 

The Company’s operations and products are subject to a variety of environmental laws and regulations in the jurisdictions in which the Company operates and sells products governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous materials, soil and groundwater contamination, employee health and safety, and product content, performance and packaging. Certain environmental laws may impose the entire cost or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon any one or more of a number of parties, including the current or previous owners or operators of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment of hazardous substances at a contaminated site. Third parties may also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites. 

 

Allowance for Doubtful Accounts 

 

 Beginning January 1, 2023, the Company assessed and recorded an allowance for credit losses using the CECL model. The adjustment for credit losses to management’s current estimate is recorded in net income as credit loss expense. All credit losses were on trade receivables and/or contract assets arising from the Company's contracts with customers.  

 

The Company selected a loss-rate method for the CECL model, based on the relationship between historical write-offs of receivables and the underlying sales by major customer. Utilizing this model, a historical loss-rate is applied against the amortized cost of applicable assets, at the time the asset is established. The loss rate reflects the Company’s current estimate of the risk of loss (even when that risk is remote) over the expected remaining contractual life of the assets. The Company’s policy is to deduct write-offs from the allowance for credit losses account in the period in which the financial assets are deemed uncollectible. The adjustment for credit losses using this CECL model on accounts receivable and contract assets during the three months ended March 31, 2023 was not material.  

 

The allowance for credit losses for prior periods was prepared in accordance with legacy GAAP. Based upon past experience and judgment, the Company established an allowance for doubtful accounts with respect to accounts receivable. The Company’s standard allowance estimation methodology considered a number of factors that, based on its collections experience, the Company believed would have an impact on its credit risk and the collectability of its accounts receivable. These factors included individual customer circumstances, history with the Company, the length of the time period during which the account receivable had been past due and other relevant criteria.  

 

The Company monitors its collections and write-off experience to assess whether or not adjustments to its allowance estimates are necessary. Changes in trends in any of the factors that the Company believes may impact the collectability of its accounts receivable, as noted above, or modifications to its credit standards, collection practices and other related policies may impact the Company’s allowance for doubtful accounts and its financial results. The activity in the accounts receivable allowance liability for the six months ended June 30, 2023 and 2022 consisted of the following: 

 

  

For the Six Months Ended June 30,

 
  

2023

  

2022

 

Balance at beginning of period

 $17  $47 

Bad debt expense

  16   40 

Other adjustments

     (10)

Balance at end of period

 $33  $77 

 

Collateral 

 

In select instances, the Company has pledged specific inventory and machinery and equipment assets to serve as collateral on related payable or financing obligations. 

 

Liquidated Damages 

 

In certain customer contracts, the Company has agreed to pay liquidated damages in the event of qualifying delivery or production delays. These damages are typically limited to a specific percentage of the value of the product in question and/or are dependent on actual losses sustained by the customer. The Company does not believe that this potential exposure will have a material adverse effect on the Company’s consolidated financial position or results of operations. There was no reserve for liquidated damages at  June 30, 2023 and  December 31, 2022. 

 

v3.23.2
Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications

 

Certain prior year amounts have been reclassified to conform to current year presentation in the condensed consolidated financial statements and the notes to the condensed consolidated financial statements.  

 

Use of Estimates, Policy [Policy Text Block]

Management’s Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period. Significant estimates, among others, include revenue recognition, future cash flows, inventory reserves, warranty reserves, impairment of long-lived assets, allowance for doubtful accounts, health insurance reserves, and valuation allowances on deferred taxes. Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from these estimates.

 

v3.23.2
Note 2 - Revenues (Tables)
6 Months Ended
Jun. 30, 2023
Notes Tables  
Disaggregation of Revenue [Table Text Block]
  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Heavy Fabrications

 $33,944  $35,575  $65,537  $62,847 

Gearing

  10,977   10,115   22,943   20,700 

Industrial Solutions

  6,270   5,049   11,692   9,121 

Eliminations

  (348)  (727)  (456)  (812)

Consolidated

 $50,843  $50,012  $99,716  $91,856 
v3.23.2
Note 3 - Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2023
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Basic earnings per share calculation:

                

Net income (loss)

 $1,415  $(2,703) $2,184  $(5,107)

Weighted average number of common shares outstanding

  21,091,496   20,244,176   20,980,880   19,977,477 

Basic net income (loss) per share

 $0.07  $(0.13) $0.10  $(0.26)

Diluted earnings per share calculation:

                

Net income (loss)

 $1,415  $(2,703) $2,184  $(5,107)

Weighted average number of common shares outstanding

  21,091,496   20,244,176   20,980,880   19,977,477 

Common stock equivalents:

                

Non-vested stock awards (1)

  317,031      409,351    

Weighted average number of common shares outstanding

  21,408,527   20,244,176   21,390,231   19,977,477 

Diluted net income (loss) per share

 $0.07  $(0.13) $0.10  $(0.26)
v3.23.2
Note 4 - Inventories (Tables)
6 Months Ended
Jun. 30, 2023
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
  

June 30,

  

December 31,

 
  

2023

  

2022

 

Raw materials

 $30,459  $27,644 

Work-in-process

  15,082   13,843 

Finished goods

  5,250   4,916 
   50,791   46,403 

Less: Reserve for excess and obsolete inventory

  (2,236)  (2,141)

Net inventories

 $48,555  $44,262 
v3.23.2
Note 6 - Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2023
Notes Tables  
Schedule of Finite-Lived Intangible Assets [Table Text Block]
  

June 30, 2023

  

December 31, 2022

 
                  

Remaining

                  

Remaining

 
                  

Weighted

                  

Weighted

 
          

Accumulated

  

Net

  

Average

          

Accumulated

  

Net

  

Average

 
  

Cost

  

Accumulated

  

Impairment

  

Book

  

Amortization

      

Accumulated

  

Impairment

  

Book

  

Amortization

 
  

Basis

  

Amortization

  

Charges

  

Value

  

Period

  

Cost

  

Amortization

  

Charges

  

Value

  

Period

 

Intangible assets:

                                        

Noncompete agreements

 $170  $(170) $  $     $170  $(167) $  $3   0.1 

Customer relationships

  15,979   (7,711)  (7,592)  676   2.6   15,979   (7,581)  (7,592)  806   3.1 

Trade names

  9,099   (7,380)     1,719   4.3   9,099   (7,180)     1,919   4.8 

Intangible assets

 $25,248  $(15,261) $(7,592) $2,395   3.8  $25,248  $(14,928) $(7,592) $2,728   4.3 
Finite-Lived Intangible Assets Amortization Expense [Table Text Block]

2023

 $331 

2024

  661 

2025

  661 

2026

  422 

2027

  320 

Total

 $2,395 
v3.23.2
Note 7 - Accrued Liabilities (Tables)
6 Months Ended
Jun. 30, 2023
Notes Tables  
Schedule of Accrued Liabilities [Table Text Block]
  

June 30,

  

December 31,

 
  

2023

  

2022

 

Accrued payroll and benefits

 $4,011  $3,110 

Accrued property taxes

  419   17 

Income taxes payable

  66   26 

Accrued professional fees

  417   118 

Accrued warranty liability

  181   149 

Self-insured workers compensation reserve

  27   30 

Long term incentive plan accrual

     619 

Accrued other

  559   244 

Total accrued liabilities

 $5,680  $4,313 
v3.23.2
Note 8 - Debt and Credit Agreements (Tables)
6 Months Ended
Jun. 30, 2023
Notes Tables  
Schedule of Debt [Table Text Block]
  

June 30,

  

December 31,

 
  

2023

  

2022

 

Line of credit

 $11,991  $ 

Other notes payable

  1,647   1,094 

Long-term debt

  6,675   7,217 

Less: Current portion

  (13,110)  (1,170)

Long-term debt, net of current maturities

 $7,203  $7,141 
v3.23.2
Note 9 - Leases (Tables)
6 Months Ended
Jun. 30, 2023
Notes Tables  
Schedule of Lease Quantitative Disclosure [Table Text Block]
  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2023

  

2022

  

2023

  

2022

 

Components of lease cost

                

Finance lease cost components:

                

Amortization of finance lease assets

 $369  $288  $739  $576 

Interest on finance lease liabilities

  86   96   184   176 

Total finance lease costs

  455   384   923   752 

Operating lease cost components:

                

Operating lease cost

  689   705   1,393   1,403 

Short-term lease cost

  78   144   167   296 

Variable lease cost (1)

  178   226   523   452 

Sublease income

  (49)  (31)  (97)  (79)

Total operating lease costs

  896   1,044   1,986   2,072 
                 

Total lease cost

 $1,351  $1,428  $2,909  $2,824 
                 

Supplemental cash flow information related to our operating leases is as follows for the six months ended June 30, 2023 and 2022:

                

Cash paid for amounts included in the measurement of lease liabilities:

                

Operating cash outflow from operating leases

         $1,727  $1,736 
                 

Weighted-average remaining lease term-finance leases at end of period (in years)

          3.1   2.7 

Weighted-average remaining lease term-operating leases at end of period (in years)

          7.7   8.5 

Weighted-average discount rate-finance leases at end of period

          5.1%  6.0%

Weighted-average discount rate-operating leases at end of period

          8.8%  8.7%
Finance and Operating Lease Liability Maturity [Table Text Block]
  

Finance

  

Operating

     
  

Leases

  

Leases

  

Total

 

2023

 $1,066  $1,725  $2,791 

2024

  1,392   2,998   4,390 

2025

  986   3,064   4,050 

2026

  774   3,059   3,833 

2027

  671   3,098   3,769 

2028 and thereafter

  1,023   10,951   11,974 

Total lease payments

  5,912   24,895   30,807 

Less—portion representing interest

  (791)  (7,241)  (8,032)

Present value of lease obligations

  5,121   17,654   22,775 

Less—current portion of lease obligations

  (1,590)  (1,737)  (3,327)

Long-term portion of lease obligations

 $3,531  $15,917  $19,448 
v3.23.2
Note 12 - Share-based Compensation (Tables)
6 Months Ended
Jun. 30, 2023
Notes Tables  
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]
      

Weighted Average

 
  

Number of

  

Grant-Date Fair Value

 
  

Shares

  

Per Share

 

Unvested as of December 31, 2022

  822,737  $2.37 

Granted

  342,104  $4.10 

Vested

  (324,926) $2.13 

Forfeited

  (48,063) $3.13 

Unvested as of June 30, 2023

  791,852  $3.17 
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]
  

Six Months Ended June 30,

 
  

2023

  

2022

 

Share-based compensation expense:

        

Cost of sales

 $69  $83 

Selling, general and administrative

  341   497 

Net effect of share-based compensation expense on net income

 $410  $580 

Reduction in earnings per share:

        

Basic earnings per share

 $0.02  $0.03 

Diluted earnings per share

 $0.02  $0.03 
v3.23.2
Note 15 - Segment Reporting (Tables)
6 Months Ended
Jun. 30, 2023
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Three Months Ended June 30, 2023

                        

Revenues from external customers

 $33,944  $10,977  $5,922  $  $  $50,843 

Intersegment revenues

        348      (348)   

Net revenues

  33,944   10,977   6,270      (348)  50,843 

Operating income (loss)

  3,867   348   843   (2,845)  3   2,216 

Depreciation and amortization

  856   556   92   58      1,562 

Capital expenditures

  2,156   739      17      2,912 
  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Three Months Ended June 30, 2022

                        

Revenues from external customers

 $35,575  $10,107  $4,330  $  $  $50,012 

Intersegment revenues

     8   719      (727)   

Net revenues

  35,575   10,115   5,049      (727)  50,012 

Operating income (loss)

  78   (585)  32   (1,437)     (1,912)

Depreciation and amortization

  862   555   98   61      1,576 

Capital expenditures

  718   476   9   2      1,205 
  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Six Months Ended June 30, 2023

                        

Revenues from external customers

 $65,537  $22,943  $11,236  $  $  $99,716 

Intersegment revenues

        456      (456)   

Net revenues

  65,537   22,943   11,692      (456)  99,716 

Operating income (loss)

  6,657   929   1,465   (5,556)  3   3,498 

Depreciation and amortization

  1,714   1,152   186   115      3,167 

Capital expenditures

  2,818   1,124   18   17      3,977 
  

Heavy Fabrications

  

Gearing

  

Industrial Solutions

  

Corporate

  

Eliminations

  

Consolidated

 

For the Six Months Ended June 30, 2022

                        

Revenues from external customers

 $62,847  $20,684  $8,325  $  $  $91,856 

Intersegment revenues

     16   796      (812)   

Net revenues

  62,847   20,700   9,121      (812)  91,856 

Operating loss

  (383)  (697)  (177)  (2,728)     (3,985)

Depreciation and amortization

  1,741   1,031   201   122      3,095 

Capital expenditures

  1,200   476   18   3      1,697 
  

Total Assets as of

 
  

June 30,

  

December 31,

 

Segments:

 

2023

  

2022

 

Heavy Fabrications

 $65,149  $45,475 

Gearing

  53,205   51,944 

Industrial Solutions

  15,150   12,775 

Corporate

  70,570   62,809 

Eliminations

  (47,109)  (28,463)
  $156,965  $144,540 
v3.23.2
Note 16 - Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2023
Notes Tables  
Financing Receivable, Current, Allowance for Credit Loss [Table Text Block]
  

For the Six Months Ended June 30,

 
  

2023

  

2022

 

Balance at beginning of period

 $17  $47 

Bad debt expense

  16   40 

Other adjustments

     (10)

Balance at end of period

 $33  $77 
v3.23.2
Note 1 - Basis of Presentation (Details Textual) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended 18 Months Ended
Sep. 12, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Dec. 31, 2022
Mar. 09, 2021
Revenue as Percentage of Sales Associated with New Wind Turbine Installations       50.00%   53.00%    
Debt and Lease Obligation   $ 25,434   $ 25,434   $ 25,434    
Debt, Current   $ 14,700   $ 14,700   $ 14,700    
Common Stock, Par or Stated Value Per Share (in dollars per share)   $ 0.001   $ 0.001   $ 0.001 $ 0.001  
Accounts Receivable, Sale   $ 9,495 $ 30,512 $ 18,807 $ 46,438      
Accounts Receivable, Sale, Discount Fees   184 $ 417 315 $ 495      
The ATM Agreement [Member]                
Common Stock, Par or Stated Value Per Share (in dollars per share)               $ 0.001
The Sales Agreement [Member]                
Sales Agent Commission Percentage 2.75%              
Stock Issued During Period, Shares, New Issues (in shares) 100,379              
Proceeds from Issuance of Common Stock, Net $ 323              
Payments of Stock Issuance Costs 9              
Other Stock Issuance Expenses 93              
Sale of Stock, Common Stock Available for Issuance, Value   11,667   11,667   $ 11,667    
The Sales Agreement [Member] | Maximum [Member]                
Value of Shares Issuable, Maximum $ 12,000              
The 2022 Credit Facility [Member]                
Line of Credit, Current   18,666   18,666   18,666    
Revolving Credit Facility [Member]                
Line of Credit, Current   6,675   6,675   6,675    
Revolving Credit Facility [Member] | The 2022 Credit Facility [Member]                
Line of Credit, Current   $ 11,991   $ 11,991   $ 11,991    
v3.23.2
Note 2 - Revenues (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenue from Contract with Customer, Including Assessed Tax $ 50,843 $ 50,012 $ 99,716 $ 91,856
Heavy Fabrications [Member] | Transferred over Time [Member]        
Revenue from Contract with Customer, Including Assessed Tax $ 2,003 $ 4,182 $ 3,861 $ 7,409
v3.23.2
Note 2 - Revenues - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenues $ 50,843 $ 50,012 $ 99,716 $ 91,856
Consolidation, Eliminations [Member]        
Revenues (348) (727) (456) (812)
Heavy Fabrications [Member] | Operating Segments [Member]        
Revenues 33,944 35,575 65,537 62,847
Gearing [Member] | Operating Segments [Member]        
Revenues 10,977 10,115 22,943 20,700
Industrial Solutions [Member] | Operating Segments [Member]        
Revenues $ 6,270 $ 5,049 $ 11,692 $ 9,121
v3.23.2
Note 3 - Earnings Per Share (Details Textual)
6 Months Ended
Jun. 30, 2023
shares
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 829,890
v3.23.2
Note 3 - Earnings Per Share - Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Net income (loss) $ 1,415 $ 769 $ (2,703) $ (2,404) $ 2,184 $ (5,107)
Weighted average number of common shares outstanding (in shares) 21,091,496   20,244,176   20,980,880 19,977,477
Basic net income (loss) per share (in dollars per share) $ 0.07   $ (0.13)   $ 0.10 $ (0.26)
Non-vested stock awards (1) (in shares) [1] 317,031   0   409,351 0
Weighted average number of common shares outstanding (in shares) 21,408,527   20,244,176   21,390,231 19,977,477
Diluted net income (loss) per share (in dollars per share) $ 0.07   $ (0.13)   $ 0.10 $ (0.26)
[1] Restricted stock units granted and outstanding of 623,191 as of March 31, 2022, are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company’s net loss for the three months ended March 31, 2022.
v3.23.2
Note 4 - Inventories - Inventories (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Raw materials $ 30,459 $ 27,644
Work-in-process 15,082 13,843
Finished goods 5,250 4,916
Inventory, Gross 50,791 46,403
Less: Reserve for excess and obsolete inventory (2,236) (2,141)
Net inventories $ 48,555 $ 44,262
v3.23.2
Note 5 - AMP Credits (Details Textual)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Increase (Decrease) in AMP Credit Receivable   $ 6,729 $ (0)
Heavy Fabrications [Member]      
Increase (Decrease) in AMP Credit Receivable $ 3,567 $ 6,729  
AMP Credit, Credit Per Watt of Wind Power Produced 0.03 0.03  
v3.23.2
Note 6 - Intangible Assets (Details Textual)
Jun. 30, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets, Remaining Amortization Period (Year) 3 years 9 months 18 days 4 years 3 months 18 days
Minimum [Member]    
Finite-Lived Intangible Assets, Remaining Amortization Period (Year) 3 years  
Maximum [Member]    
Finite-Lived Intangible Assets, Remaining Amortization Period (Year) 4 years  
v3.23.2
Note 6 - Intangible Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Cost Basis $ 25,248 $ 25,248
Accumulated Amortization (15,261) (14,928)
Accumulated Impairment Charges (7,592) (7,592)
Intangible assets, net $ 2,395 $ 2,728
Remaining Average Amortization Period (Year) 3 years 9 months 18 days 4 years 3 months 18 days
Noncompete Agreements [Member]    
Cost Basis $ 170 $ 170
Accumulated Amortization (170) (167)
Accumulated Impairment Charges 0 0
Intangible assets, net 0 $ 3
Remaining Average Amortization Period (Year)   1 month 6 days
Customer Relationships [Member]    
Cost Basis 15,979 $ 15,979
Accumulated Amortization (7,711) (7,581)
Accumulated Impairment Charges (7,592) (7,592)
Intangible assets, net $ 676 $ 806
Remaining Average Amortization Period (Year) 2 years 7 months 6 days 3 years 1 month 6 days
Trade Names [Member]    
Cost Basis $ 9,099 $ 9,099
Accumulated Amortization (7,380) (7,180)
Accumulated Impairment Charges 0 0
Intangible assets, net $ 1,719 $ 1,919
Remaining Average Amortization Period (Year) 4 years 3 months 18 days 4 years 9 months 18 days
v3.23.2
Note 6 - Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
2023 $ 331  
2024 661  
2025 661  
2026 422  
2027 320  
Total $ 2,395 $ 2,728
v3.23.2
Note 7 - Accrued Liabilities - Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Accrued payroll and benefits $ 4,011 $ 3,110
Accrued property taxes 419 17
Income taxes payable 66 26
Accrued professional fees 417 118
Accrued warranty liability 181 149
Self-insured workers compensation reserve 27 30
Long term incentive plan accrual 0 619
Accrued other 559 244
Total accrued liabilities $ 5,680 $ 4,313
v3.23.2
Note 8 - Debt and Credit Agreements (Details Textual) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Aug. 04, 2022
Long-Term Debt, Current Maturities $ 13,110 $ 1,170  
Development Corporation of Abilene Loan [Member]      
Notes Payable 1,647 1,094  
Notes Payable, Other Payables [Member]      
Long-Term Debt, Current Maturities $ 37 $ 88  
Debt Instrument, Interest Rate, Stated Percentage 5.00%    
Notes Payable, Other Payables [Member] | Minimum [Member]      
Debt Instrument, Periodic Payment, Total $ 3    
Notes Payable, Other Payables [Member] | Maximum [Member]      
Debt Instrument, Periodic Payment, Total 16    
The 2022 Credit Facility [Member]      
Line of Credit, Current 18,666    
Line of Credit Facility, Remaining Borrowing Capacity 13,128    
Revolving Credit Facility [Member]      
Line of Credit, Current $ 6,675    
Debt Instrument, Interest Rate, Effective Percentage 7.31% 6.55%  
Revolving Credit Facility [Member] | The 2022 Credit Facility [Member]      
Line of Credit Facility, Maximum Borrowing Capacity     $ 35,000
Line of Credit Facility, Optional Increase in Maximum Borrowing Capacity     10,000
Debt Instrument, Face Amount     $ 7,578
Debt Issuance Costs, Net $ 392    
Accumulated Amortization, Debt Issuance Costs 88    
Line of Credit, Current $ 11,991    
Senior Secured Term Loan [Member]      
Debt Instrument, Interest Rate, Effective Percentage 7.56% 6.80%  
v3.23.2
Note 8 - Debt and Credit Agreements - Outstanding Debt Balances (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Less: Current portion $ (13,110) $ (1,170)
Long-term debt, net of current maturities 7,203 7,141
Line of Credit [Member]    
Long-term debt 11,991 0
Notes Payable, Other Payables [Member]    
Long-term debt 1,647 1,094
Less: Current portion (37) (88)
Long-Term Debt [Member]    
Long-term debt $ 6,675 $ 7,217
v3.23.2
Note 9 - Leases (Details Textual) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability $ 0 $ 1,773
v3.23.2
Note 9 - Leases - Leases Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Amortization of finance lease assets $ 369 $ 288 $ 739 $ 576
Interest on finance lease liabilities 86 96 184 176
Total finance lease costs 455 384 923 752
Operating lease cost 689 705 1,393 1,403
Short-term lease cost 78 144 167 296
Variable lease cost [1] 178 226 523 452
Sublease income (49) (31) (97) (79)
Total operating lease costs 896 1,044 1,986 2,072
Total lease cost $ 1,351 $ 1,428 2,909 2,824
Operating cash outflow from operating leases     $ 1,727 $ 1,736
Weighted-average remaining lease term-finance leases at end of period (in years) (Year) 3 years 1 month 6 days 2 years 8 months 12 days 3 years 1 month 6 days 2 years 8 months 12 days
Weighted-average remaining lease term-operating leases at end of period (in years) (Year) 7 years 8 months 12 days 8 years 6 months 7 years 8 months 12 days 8 years 6 months
Weighted-average discount rate-finance leases at end of period 5.10% 6.00% 5.10% 6.00%
Weighted-average discount rate-operating leases at end of period 8.80% 8.70% 8.80% 8.70%
[1] Variable lease costs consist primarily of taxes, insurance, utilities, and common area or other maintenance costs for the Company’s leased facilities and equipment.
v3.23.2
Note 9 - Leases - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
2023, finance leases $ 1,066  
2023, operating leases 1,725  
2023, total 2,791  
2024, finance leases 1,392  
2024, operating leases 2,998  
2024, total 4,390  
2025, finance leases 986  
2025, operating leases 3,064  
2025, total 4,050  
2026, finance leases 774  
2026, operating leases 3,059  
2026, total 3,833  
2027, finance leases 671  
2027, operating leases 3,098  
2027, total 3,769  
2026 and thereafter, finance leases 1,023  
2028 and thereafter, operating leases 10,951  
2028 and thereafter, total 11,974  
Total lease payments, finance leases 5,912  
Total lease payments, operating leases 24,895  
Total lease payments, total 30,807  
Less—portion representing interest, finance leases (791)  
Less—portion representing interest, operating leases (7,241)  
Less—portion representing interest, total (8,032)  
Present value of lease obligations, finance leases 5,121  
Present value of lease obligations, operating leases 17,654  
Present value of lease obligations, total 22,775  
Less—current portion of lease obligations, finance leases (1,590) $ (2,008)
Less—current portion of lease obligations, operating leases (1,737) (1,882)
Less—current portion of lease obligations, total (3,327)  
Long-term portion of lease obligations, finance leases 3,531 4,226
Long-term portion of lease obligations, operating leases 15,917 $ 16,696
Long-term portion of lease obligations, total $ 19,448  
v3.23.2
Note 11 - Income Taxes (Details Textual)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
Income Tax Expense (Benefit) $ 28 $ 15 $ 51 $ 22
Operating Loss Carryforwards 288,462   288,462  
Operating Loss Carryforwards, Subject to Expiration 227,781   227,781  
Operating Loss Carry Forwards Annual Limit 14,284   14,284  
Unrecognized Tax Benefits 0   0  
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued $ 0   $ 0  
Rights [Member]        
Term of Extended Rights Plan (Year)     3 years  
Threshold Percentage of Beneficial Ownership for Significant Dilution in Ownership Interest     4.90%  
Class of Warrant or Right Number of Rights Per Common Stock Share     1  
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | shares 0.001   0.001  
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares $ 7.26   $ 7.26  
Class of Warrant or Right Current Beneficial Ownership Percentage That Will Not Trigger Preferred Share Purchase Rights     4.90%  
v3.23.2
Note 12 - Share-based Compensation (Details Textual)
6 Months Ended
Jun. 30, 2023
shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) 0
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) 92,984
v3.23.2
Note 12 - Share-based Compensation - Restricted Stock Unit and Performance Award Activity (Details)
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Unvested, number of shares (in shares) | shares 822,737
Unvested, weighted average grant-date fair value per share (in dollars per share) | $ / shares $ 2.37
Granted, number of shares (in shares) | shares 342,104
Granted, weighted average grant-date fair value per share (in dollars per share) | $ / shares $ 4.10
Vested, number of shares (in shares) | shares (324,926)
Vested, weighted average grant-date fair value per share (in dollars per share) | $ / shares $ 2.13
Forfeited, number of shares (in shares) | shares (48,063)
Forfeited, weighted average grant-date fair value per share (in dollars per share) | $ / shares $ 3.13
Unvested, number of shares (in shares) | shares 791,852
Unvested, weighted average grant-date fair value per share (in dollars per share) | $ / shares $ 3.17
v3.23.2
Note 12 - Share-based Compensation - Share-based Compensation Expense (Details) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Share-based compensation expense $ 410 $ 580
Basic earnings per share (in dollars per share) $ 0.02 $ 0.03
Diluted earnings per share (in dollars per share) $ 0.02 $ 0.03
Cost of Sales [Member]    
Share-based compensation expense $ 69 $ 83
Selling, General and Administrative Expenses [Member]    
Share-based compensation expense $ 341 $ 497
v3.23.2
Note 15 - Segment Reporting (Details Textual) - Heavy Fabrications [Member]
6 Months Ended
Jun. 30, 2023
MWh
Number of Facilities 2
Maximum [Member]  
Annual Tower Production Capacity 550
Number of Tower Sections in Production Capacity of Turbines Total 1,650
Minimum [Member]  
Power Generating Capacity of Turbines (Megawatt-Hour) 1,100
v3.23.2
Note 15 - Segment Reporting - Segment Reporting (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Revenues from external customers $ 50,843 $ 50,012 $ 99,716 $ 91,856  
Revenue from Contract with Customer, Including Assessed Tax 50,843 50,012 99,716 91,856  
Operating income (loss) 2,216 (1,912) 3,498 (3,985)  
Depreciation and amortization 1,562 1,576 3,167 3,095  
Capital expenditures 2,912 1,205 3,977 1,697  
Total assets 156,965   156,965   $ 144,540
Corporate Segment [Member]          
Revenues from external customers   0 0    
Depreciation and amortization   61      
Operating Segments [Member] | Heavy Fabrications [Member]          
Revenues from external customers 33,944 35,575 65,537 62,847  
Revenue from Contract with Customer, Including Assessed Tax 33,944 35,575 65,537 62,847  
Operating income (loss) 3,867 78 6,657 (383)  
Depreciation and amortization 856 862 1,714 1,741  
Capital expenditures 2,156 718 2,818 1,200  
Total assets 65,149   65,149   45,475
Operating Segments [Member] | Gearing [Member]          
Revenues from external customers 10,977 10,107 22,943 20,684  
Revenue from Contract with Customer, Including Assessed Tax 10,977 10,115 22,943 20,700  
Operating income (loss) 348 (585) 929 (697)  
Depreciation and amortization 556 555 1,152 1,031  
Capital expenditures 739 476 1,124 476  
Total assets 53,205   53,205   51,944
Operating Segments [Member] | Industrial Solutions [Member]          
Revenues from external customers 5,922 4,330 11,236 8,325  
Revenue from Contract with Customer, Including Assessed Tax 6,270 5,049 11,692 9,121  
Operating income (loss) 843 32 1,465 (177)  
Depreciation and amortization 92 98 186 201  
Capital expenditures 0 9 18 18  
Total assets 15,150   15,150   12,775
Operating Segments [Member] | Corporate Segment [Member]          
Revenues from external customers 0     0  
Revenue from Contract with Customer, Including Assessed Tax 0 0 0 0  
Operating income (loss) (2,845) (1,437) (5,556) (2,728)  
Depreciation and amortization 58   115 122  
Capital expenditures 17 2 17 3  
Total assets 70,570   70,570   62,809
Consolidation, Eliminations [Member]          
Revenues from external customers 0 0 0 0  
Revenue from Contract with Customer, Including Assessed Tax (348) (727) (456) (812)  
Operating income (loss) 3 0 3 0  
Depreciation and amortization 0 0 0 0  
Capital expenditures 0 0 0 0  
Total assets (47,109)   (47,109)   $ (28,463)
Intersegment Eliminations [Member]          
Revenue from Contract with Customer, Including Assessed Tax 0 0 0 0  
Intersegment Eliminations [Member] | Heavy Fabrications [Member]          
Revenue from Contract with Customer, Including Assessed Tax 0 0 0 0  
Intersegment Eliminations [Member] | Gearing [Member]          
Revenue from Contract with Customer, Including Assessed Tax 0 8 0 16  
Intersegment Eliminations [Member] | Industrial Solutions [Member]          
Revenue from Contract with Customer, Including Assessed Tax 348 719 456 796  
Intersegment Eliminations [Member] | Corporate Segment [Member]          
Revenue from Contract with Customer, Including Assessed Tax $ 0 $ 0 $ 0 $ 0  
v3.23.2
Note 16 - Commitments and Contingencies - Allowance of Doubtful Accounts (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Balance at beginning of period $ 17 $ 47
Bad debt expense 16 40
Other adjustments 0 (10)
Balance at end of period $ 33 $ 77

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