BROADWIND, INC. 10-Q

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.   ​ 1 Table of Contents     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.   2 Table of Contents     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. ​ 3 Table of Contents     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. ​ 4 Table of Contents   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 Table of Contents   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 Table of Contents   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 Table of Contents      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 Table of Contents     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 Table of Contents   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 Table of Contents   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 Table of Contents   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 Table of Contents   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 Table of Contents     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 Table of Contents   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 Table of Contents       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 Table of Contents     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 )   17 Table of Contents   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.   18 Table of Contents   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.    19 Table of Contents   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 %   20 Table of Contents     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.    21 Table of Contents   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 )%   22 Table of Contents     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 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. 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.   23 Table of Contents     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 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 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.    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.    24 Table of Contents   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.   25 Table of Contents   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. ​ 26 Table of Contents   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.