What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-11 · 326 added, 144 removed, 834 unchanged (36% of the section changed)

10 unchanged sentences

17,018  

AMP credit receivable

Contract assets

13 unchanged sentences

16,396  

AMP credit receivable

Intangible assets, net

34 unchanged sentences

30,000,000 shares authorized;

21,191,937 and 21,127,130 shares issued as of March 31, 2023, and December 31, 2022, respectively

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

21,578,925 and 21,127,130 shares issued as of June 30, 2023, and December 31, 2022, respectively

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

( 1,842 )  

15 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

$ 50,843  

$ 50,012  

$ 99,716  

$ 91,856  

Cost of sales

1 unchanged sentence

47,618  

84,407  

87,450  

15,309  

OPERATING EXPENSES:

Selling, general and administrative

11,478  

Intangible amortization

Total operating expenses

11,811  

Operating income (loss)

OTHER (EXPENSE) INCOME, net:

( 1,912 )  

OTHER EXPENSE, net:

Interest expense, net

( 751 )  

Total other (expense) income, net

( 776 )  

( 1,239 )  

( 22 )  

( 24 )  

Total other expense, net

( 773 )  

( 776 )  

( 1,263 )  

Net income (loss) before provision for income taxes

( 2,688 )  

Provision for income taxes

NET INCOME (LOSS)

( 2,703 )  

NET INCOME (LOSS) PER COMMON SHARE—BASIC:

Net income (loss)

$ 0.07  

$ ( 0.13 )  

$ 0.10  

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC

1 unchanged sentence

20,244  

20,981  

19,977  

NET INCOME (LOSS) PER COMMON SHARE—DILUTED:

1 unchanged sentence

$ 0.07  

$ ( 0.13 )  

$ 0.10  

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED

1 unchanged sentence

20,244  

21,390  

19,977  

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

27 unchanged sentences

$ 51,793  

Stock issued for restricted stock

328,139  

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

207,722  

Share-based compensation

Shares withheld for taxes in connection with issuance of restricted stock

( 82,946 )  

( 133 )  

( 2,703 )  

BALANCE, June 30, 2022

20,744,988  

( 273,937 )  

( 1,842 )  

396,021  

( 344,523 )  

49,676  

BALANCE, December 31, 2022

15 unchanged sentences

$ 47,522  

Stock issued for restricted stock

408,436  

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

71,536  

Share-based compensation

Shares withheld for taxes in connection with issuance of restricted stock

( 92,984 )  

( 117 )  

BALANCE, June 30, 2023

21,578,925  

( 273,937 )  

$ ( 1,842 )  

$ 398,180  

$ ( 346,962 )  

$ 49,398  

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

3 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$ 2,184  

Adjustments to reconcile net cash used in operating activities:

14 unchanged sentences

( 273 )  

( 4,293 )  

Prepaid expenses and other current assets

Accounts payable

( 784 )  

10,538  

Accrued liabilities

7 unchanged sentences

( 3,977 )  

Proceeds from disposals of property and equipment

Net cash used in investing activities

3 unchanged sentences

11,991  

10,687  

Proceeds from long-term debt

4 unchanged sentences

Shares withheld for taxes in connection with issuance of restricted stock

( 117 )  

Net cash provided by financing activities

22 unchanged sentences

Operating results for the 

three months ended March 31, 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 Part II, Item 1A, “Risk Factors,”

of this Quarterly Report on Form 10 -Q.

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.

1 unchanged sentence

There have been no material changes in the Company’s significant accounting policies during the 

three months ended March 31, 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 .

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   

5 unchanged sentences

wind energy industry, which accounted for 50 % and 53 % of the Company’s revenue during the first  

three months of 2023  and 2022, respectively. 

six months of 2023  and 2022, respectively. 

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).

2 unchanged sentences

Debt and finance lease obligations at 

March 31, 2023 totaled $ 30,591 , which includes current outstanding debt and finance leases totaling $ 19,752 .

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 $ 6,947  drawn on the senior secured revolving term loan as of March 

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”

10 unchanged sentences

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 three months ended March 31, 2023.

As of March 

31, 2023, shares of the Company’s common stock having a value of approximately $ 11,667  remained available for issuance under the Sales Agreement.

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.

3 unchanged sentences

Fees incurred in connection with the agreements are recorded as interest expense by the Company.

During the three months ended March 

31, 2023 and March 31, 2022, the Company sold account receivables totaling $ 9,614  and $ 15,925 , respectively, related to supply chain financing arrangements, of which customers’

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 will be adequate to meet the Company’s liquidity needs for at least the next twelve months.

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.

4 unchanged sentences

Reclassifications

Certain prior year amounts, which are not material, have been reclassified to conform to current year presentation in the condensed consolidated financial statements and the notes to the condensed consolidated financial statements.  

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

4 unchanged sentences

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 months ended March 31, 2023 and 2022 :

Three Months Ended March 31,

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,

Heavy Fabrications

3 unchanged sentences

$ 62,847  

10,977  

10,115  

22,943  

20,700  

Industrial Solutions

2 unchanged sentences

( 727 )  

( 456 )  

$ 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.

5 unchanged sentences

Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

During the three  months ended March 

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.

1 unchanged sentence

and $ 3,861  

for the three  months ended March 

31, 2023 and March 31, 2022, respectively.

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.

8 unchanged sentences

EARNINGS PER SHARE  

The following table presents a reconciliation of basic and diluted earnings per share for the three months ended March 31, 2023 and 2022 , as follows: 

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

Basic earnings per share calculation:

Net income (loss)

$ 1,415  

$ ( 2,703 )  

$ 2,184  

Weighted average number of common shares outstanding

1 unchanged sentence

20,244,176  

20,980,880  

19,977,477  

Basic net income (loss) per share

$ 0.07  

$ ( 0.13 )  

$ 0.10  

Diluted earnings per share calculation:

Net income (loss)

$ 1,415  

$ ( 2,703 )  

$ 2,184  

Weighted average number of common shares outstanding

1 unchanged sentence

20,244,176  

20,980,880  

19,977,477  

Common stock equivalents:

1 unchanged sentence

317,031  

409,351  

Weighted average number of common shares outstanding

1 unchanged sentence

20,244,176  

21,390,231  

19,977,477  

Diluted net income (loss) per share

$ 0.07  

( 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 

$ ( 0.13 )  

$ 0.10  

( 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.

NOTE 4 —

INVENTORIES  

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

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

Raw materials

14 unchanged sentences

AMP CREDITS

During the first quarter of 2023, the Company recognized Advanced Manufacturing Production tax credits (“AMP credits”) totaling $ 3,162 within the Heavy Fabrications segment.

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. 

2 unchanged sentences

The credit applies to each component produced and sold in the U.S.

starting in 2023 through 2032.

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 can apply to the Internal Revenue Service for cash refunds of the AMP credits for up to five years. After the first five years, the AMP credits are transferable and can be sold 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 months ended 

March 31, 2023.

The assets related to the AMP credits are recognized as a long-term asset in the “AMP credit receivable”

line item in the Company's condensed consolidated balance sheets as of March 31, 2023. 

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.

1 unchanged sentence

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 effect on the Company, results of operations, financial performance and future development efforts.

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 —

2 unchanged sentences

Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 3  

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

March 31, 2023

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

21 unchanged sentences

$ 2,728  

As of March 31, 2023 , estimated future amortization expense was as follows:

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

$ 2,395  

2 unchanged sentences

ACCRUED LIABILITIES

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

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

Accrued payroll and benefits

13 unchanged sentences

DEBT AND CREDIT AGREEMENTS

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

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

Line of credit

11 unchanged sentences

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 as of March 

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.

3 unchanged sentences

The term loan also matures on August 4, 2027, with monthly payments based on an 84 -month amortization.

As of March 31, 2023 , there was $ 23,892  

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 March 

31, 2023, the Company was in compliance with all financial covenants under the 2022  Credit Facility. As of March 

31, 2023, the effective interest rate of the senior secured revolving credit facility was 6.83 % and the effective rate of the senior secured term loan was 7.33 %. As of December 

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 %. 

 In addition, the Company has outstanding notes payable for capital expenditures in the amount of $ 1,060  and $ 1,094  as of March 31, 2023 and December 31, 2022 , respectively, with $ 62  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 March 31, 2023 and December 31, 2022 , respectively.

 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 %.

7 unchanged sentences

The Company has elected to apply the short-term lease exception to all leases of one year or less.

During the three months ended March 31, 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 did not have additional operating leases that resulted in right-of-use assets obtained in exchange for lease obligations.

During the 

three months ended March 31, 2023  and 2022, the Company had additional finance leases that resulted in property, plant, and equipment obtained in exchange for lease obligations of $ 0  

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. 

3 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Components of lease cost

9 unchanged sentences

( 49 )  

( 31 )  

( 97 )  

Total operating lease costs

2 unchanged sentences

$ 1,428  

Supplemental cash flow information related to our operating leases is as follows for the three months ended March 31, 2023 and 2022:

$ 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 unchanged sentences

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 March 31, 2023 , future minimum lease payments under finance leases and operating leases were as follows:

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

$ 1,066  

39 unchanged sentences

Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

The fair value of the Company’s financial assets and liabilities as of March 31, 2023 and December 31, 2022 was $ 0 .

NOTE 11 —

1 unchanged sentence

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 March 31, 2023 , the Company has a full valuation allowance recorded against deferred tax assets.

During the three months ended March 31, 2023 , the Company recorded a provision for income taxes of $ 23 , compared to a provision for income taxes of $ 7  during the three months ended March 31, 2022 . On 

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.

starting in 

beginning in 

2023 through 2032.

No  rulings have been made on the taxability of these credits.

Due to the uncertainty of the credits, the Company assumed no tax impact for the three months ended March 31, 2023. 

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 March 31, 2023 , open tax years in federal and some state jurisdictions date back to 1996 due to the taxing authorities’

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.

12 unchanged sentences

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 amended in February 2016 and approved by the Company’s stockholders (as amended, the “Rights Plan”), designed to preserve the Company’s substantial tax assets associated with NOL carryforwards under Section 

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.

On February 7, 2019 and February 3, 2022, the Board of Directors (the “Board”) approved amendments extending the Rights Plan for an additional three years. 

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.

4 unchanged sentences

12, 2013 will not trigger the preferred share purchase rights unless they acquire additional shares after that date. 

As of March 31, 2023 , the Company had no unrecognized tax benefits.

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 March 31, 2023 .

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 three months ended March 31, 2023  and no  stock options were outstanding as of March 31, 2023 . 

The following table summarizes the Company’s restricted stock unit and performance award activity during the three months ended March 31, 2023 : 

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

4 unchanged sentences

342,104  

Unvested as of March 31, 2023

$ 4.10  

( 324,926 )  

$ 2.13  

( 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 three  months ended March 31, 2023, no  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 three months ended March 31, 2023 and 2022 , as follows: 

Three Months Ended March 31,

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,

Share-based compensation expense:

16 unchanged sentences

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.

Other Matters

The Company received a notice dated January 18, 2023 from WM Argyle Fund, LLC (“WM Argyle”), which allegedly owned approximately 1.0% of the Company’s outstanding shares at the time of submission nominating a slate of six candidates for election as directors at the Company's 

2023 Annual Meeting of Stockholders.

WM Argyle later reduced its slate from six nominees to three nominees and has filed a definitive proxy statement with the SEC in connection with the 2023 Annual Meeting of Stockholders. The Company remains open to ongoing engagement with WM Argyle. However, if the Company and WM Argyle cannot reach an agreement in connection with its nomination, there will be a contested election at the Company’s 2023 Annual Meeting of Stockholders and up to three of the Company’s incumbent directors could be replaced by WM Argyle’s nominees.

NOTE 14 —

38 unchanged sentences

of these condensed consolidated financial statements.

Summary financial information by reportable segment for the three months ended March 31, 2023 and 2022 is as follows:

Summary financial information by reportable segment for the three and six months ended June 30, 2023 and 2022 is as follows:

Heavy Fabrications

Industrial Solutions

For the Three Months Ended March 31, 2023

For the Three Months Ended June 30, 2023

Revenues from external customers

15 unchanged sentences

Industrial Solutions

For the Three Months Ended March 31, 2022

For the Three Months Ended June 30, 2022

Revenues from external customers

9 unchanged sentences

50,012  

Operating income (loss)

( 585 )  

( 1,437 )  

Depreciation and amortization

Capital expenditures

Heavy Fabrications

Industrial Solutions

For the Six Months Ended June 30, 2023

Revenues from external customers

$ 65,537  

$ 22,943  

$ 11,236  

$ 99,716  

Intersegment revenues

( 456 )  

65,537  

22,943  

11,692  

( 456 )  

99,716  

Operating income (loss)

( 5,556 )  

Depreciation and amortization

Capital expenditures

Heavy Fabrications

Industrial Solutions

For the Six Months Ended June 30, 2022

Revenues from external customers

$ 62,847  

$ 20,684  

$ 8,325  

$ 91,856  

Intersegment revenues

( 812 )  

62,847  

20,700  

( 812 )  

91,856  

Operating loss

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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 three months ended March 31, 2023 and 2022 consisted of the following: 

For the Three Months Ended March 31,

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,

Balance at beginning of period

Bad debt expense

Other adjustments

Balance at end of period

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There was no reserve for liquidated damages at 

March 31, 2023  and 

June 30, 2023  and 

December 31, 2022. 

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Three Months Ended

Six Months Ended

Net income (loss)

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

Our backlog at March 31, 2023 and 2022 is net of revenue recognized over time. 

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

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

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Three Months Ended

Six Months Ended

Net income (loss)

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Capital expenditures

Proceeds from disposal of property and equipment

Free Cash Flow

OUR BUSINESS  

First Quarter Overview  

We booked $39,602 in new orders in the first quarter of 2023, down from $52,693 in the first quarter of 2022. Within our Heavy Fabrications segment, wind tower orders decreased 63% 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 113% increase in industrial fabrication orders primarily due to improved demand from industrial customers and demand for our Pressure Reducing Systems (“PRS”) units. Gearing segment orders decreased 12% from the prior year period primarily due to reduced demand from O&G customers. Orders within our Industrial Solutions segment increased by 56% as compared to the prior year quarter, primarily due to improved demand for new gas turbine content. 

We recognized revenue of $48,873 in the first quarter of 2023, up 17% compared to the first quarter of 2022. 

Within the Heavy Fabrications segment wind tower revenue increased 12% primarily as a result of 

less customer supplied materials in the current year quarter and increased steel content, which is generally a pass-through to customers. Industrial fabrication revenue within the Heavy Fabrications segment increased 31% primarily due to increased demand from mining customers and our PRS units in the current year quarter.

Gearing segment revenue increased 13% 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 other markets served.

Industrial Solutions segment revenue increased by 33% from the prior year period primarily due to the timing of revenue recognized from international customers.

We recorded net income of $769 or $0.04 per share in the first quarter of 2023, compared to a net loss $2,404 or $0.12 per share in the first quarter of 2022.This increase in net income was primarily due to higher sales and the $3,162 recognized from the AMP credits (discussed below).

This was partially offset by higher medical costs and proxy contest-related expenses. 

During the first quarter of 2023, we were able to recognize advanced manufacturing tax credits (“AMP credits”) of $3,162 within the Heavy Fabrications segment.

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.

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The credit is applicable for each component produced and sold in the U.S.

starting in 2023 through 2032.

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 March 31, 2023, Compared to Three months ended March 31, 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 March 31, 2023, compared to the three months ended March 31, 2022.

Three Months Ended March 31,

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,

Cost of sales

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Operating income (loss)

Other (expense) income, net

Other expense, net

Interest expense, net

Total other (expense) income, net

Total other expense, net

Net income (loss) before provision for income taxes

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Consolidated  

Revenues increased by $7,029 versus the prior year quarter primarily due to an increase in wind tower revenue by 12% as a result of less customer supplied materials in the current year quarter and increased steel content, which is generally a pass-through to customers. Industrial fabrication revenue within the Heavy Fabrications segment increased 31% primarily due to increased demand from mining customers and for our PRS units in the current year quarter.

Industrial Solutions segment revenue increased by 33% from the prior year period primarily due to the timing of revenue recognized from international customers.

Gross profit increased by $4,964 when compared to the prior year quarter, primarily due to the higher sales volumes within all segments and the $3,162 recognized from the AMP credits.

Due primarily to higher medical costs and proxy-contest related expenses, operating expenses as a percentage of sales increased to 11.7% in the current-year quarter from 9.8% in the prior year quarter.

Net income was $769 during the three months ended March 31, 2023, compared to a net loss of $2,404 during the three months ended March 31, 2022.

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.

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Tower sections sold

Operating income (loss)

Operating income

Operating margin

Within our Heavy Fabrications segment, wind tower orders decreased 63% 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 113% increase in industrial fabrication orders primarily due to improved demand from industrial customers and demand for our PRS units. 

Segment revenues increased by 16% during the three months ended March 31, 2023 primarily due to a 12% increase in wind tower revenue as a result of 

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 tower costs as a result of the AMP credits recognized of $3,162 and higher industrial fabrication revenues recognized in the current year quarter. Operating profit margin was 8.8% during the three months ended March 31, 2023 compared to (1.7%) during the three months ended March 31, 2022. 

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

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Operating margin

Gearing segment orders decreased 12% from the prior year period primarily due to reduced demand from O&G customers. Gearing revenue was up 13% 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 and aftermarket wind revenue.

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, the absence of ramp-up costs incurred in the prior year, and a more profitable mix of product sold.

Operating margin was 4.9% during the three months ended March 31, 2023, an improvement from (1.1)% during the three months ended March 31, 2022, driven primarily by the items identified above.

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

Operating income (loss)

Operating income

Operating margin

Industrial Solutions segment orders increased by 56% from the prior year period primarily due to improved demand for new gas turbine content.

Segment revenue increased by 33% from the prior year period primarily due to revenue recognized from international customers.

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 March 31, 2023 increased from the prior year period primarily due to higher medical costs and increased professional fees associated with the contested proxy election. 

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,

Cost of sales

Operating expenses

Selling, general and administrative expenses

Intangible amortization

Total operating expenses

Operating income (loss)

Other expense, net

Interest expense, net

Total other expense, net

Net income (loss) before provision for income taxes

Provision for income taxes

Net income (loss)

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

Tower sections sold

Operating income (loss)

Operating margin

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

Operating income (loss)

Operating margin

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

Operating income (loss)

Operating margin

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  

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The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities.

As of March 31, 2023, cash totaled $1,729, a decrease of $11,003  

from December 31, 2022.

Debt and finance lease obligations at March 31, 2023 totaled $30,591.

As of March 31, 2023, we had the ability to borrow up to an additional $10,567 un der the 2022 Credit Facility. 

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 un der 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.

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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”

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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 three months ended March 31, 2023. As of March 31, 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 will be adequate to meet our liquidity needs for at least the next twelve months.

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.

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Sources and Uses of Cash  

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2023 and 2022:

Three Months Ended

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

Total cash (used in) provided by:

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Operating Cash Flows  

During the three months ended March 31, 2023, net cash used in operating activities totaled $25,984 compared to net cash used in operating activities of $6,005 during the prior year period.

The increase in net cash used during the current year period was primarily due to an increase in accounts receivable and inventory, combined with a decrease in customer deposits, as expected and consistent with the updated terms with a major customer.

Increases in accounts receivable and inventory were also driven by increased production levels when compared to the prior year period.

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 three months ended March 31, 2023, net cash used in investing activities tot aled $1,065, comp ared to net cash used in investing activities of $492 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 an increase in purchases of property and equipment.

During the six months ended June 30, 2023, net cash used in investing activities tot aled $3,962, comp ared 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 three months ended March 31, 2023, net cash provided by financing activities tot aled $16,046, co mpared to net cash provided by financing activities of $6,418 during the prior year period.

During the six months ended June 30, 2023, net cash provided by financing activities tot aled $10,772, co mpared 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. 

In addition, we have outstanding notes payable for capital expenditures in the amount of $1,060  

and $1,094 as of March 31, 2023 and December 31, 2022, respectively, with $62  

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 March 31, 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.

CRITICAL ACCOUNTING ESTIMATES

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

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  

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(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 and the impact of competition and economic volatility in those markets;

(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;

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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 this Quarterly Report on Form 10-Q.

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.

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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 March 31, 2023.

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 March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our 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  

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements