−Removed: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: Our common stock is traded on the NASDAQ Capital Market (“NASDAQ”) under the symbol “BWEN.”
−Removed: The following table sets forth the high and low bid prices of our common stock traded on the NASDAQ.
+Added: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
+Added: Our common stock is traded on the NASDAQ Capital Market (“NASDAQ”) under the symbol “BWEN.” The following table sets forth the high and low bid prices of our common stock traded on the NASDAQ.
First quarter
6 unchanged sentences
Fourth quarter
−Removed: The closing price for our common stock as of March 6, 2023 was $4.65.
−Removed: As of March 6, 2023, there were 49 holders of record of our common stock.
+Added: The closing price for our common stock as of February 29, 2024 was $2.48.
+Added: As of February 29, 2024, there were 50 holders of record of our common stock.
We have never paid cash dividends on our common stock and have no current plan to do so in the foreseeable future.
2 unchanged sentences
The current policy of our Board is to reinvest cash generated in our operations to promote future growth and to fund potential investments.
−Removed: There were no repurchases of our equity securities made during the years ended December 31, 2022 and 2021.
+Added: There were no repurchases of our equity securities made during the years ended December 31, 2023 and 2022.
Unregistered Sales of Equity Securities
1 unchanged sentence
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
−Removed: of this Annual Report on Form 10-K for information as of December 31, 2022 with respect to shares of our common stock that may be issued under our existing share-based compensation plans.
+Added: See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for information as of December 31, 2023 with respect to shares of our common stock that may be issued under our existing share-based compensation plans.
SELECTED FINANCIAL DATA
−Removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
−Removed: As used in this Annual Report, the terms “we,”
−Removed: “us,”
−Removed: “our,”
−Removed: “Broadwind,”
−Removed: and the “Co mpany”
−Removed: refer to Broadwind , Inc., a Delaware corporation headquartere d in Cicero, Illinois, and its S ubsidiaries.
−Removed: (Dollar amounts are presented in thousands, except per share data and unless otherwise stated)
−Removed: We booked $368,027 in net new orders in 2022, up from $159,025 in 2021.
−Removed: Heavy Fabrications orders increased by 215% from the prior year as demand increased for our capacity as tower customers secured production capacity through 2024 for ongoing wind turbine tower installation projects. Gearing segment orders increased 16% from the prior year primarily due to increased demand in all end markets led by industrial customers.
−Removed: Industrial Solutions segment orders increased by 3% in 2022 from the prior year primarily due to an increase in orders associated with new gas turbine projects. At December 31, 2022, total backlog was $297,200, up 179% from $106,383 at December 31, 2021 primarily due to the aforementioned increase in Heavy Fabrication segment orders.
−Removed: We recognized revenue of $176,759  
−Removed: in 2022, up  
−Removed: 21% from revenue of $145,619 in 2021.
−Removed: Heavy Fabrications segment revenues increased by 15% during 2022 primarily due to a 92% increase in industrial fabrication revenue as a result of higher recent order intake from industrial customers and revenue recognized from our PRS units in the current year. Gearing segment revenues increased 49% during 2022 from the prior year primarily due to recent higher order intake levels from customers in most end markets, particularly O&G, partially offset by a decrease in aftermarket wind revenue.
−Removed: Industrial Solutions segment revenue increased 16% from the prior year primarily due to the timing of aftermarket installations. 
−Removed: We reported a net loss of $9,730, or $0.48 per share in 2022, compared to a net income of $2,847 or $0.15 per share in 2021.
−Removed: The decrease in earnings was primarily due to the absence of the $9,151 benefit recognized from the PPP loan forgiveness and the $6,965 ERC benefit (described below), both of which were recognized in “Other Income (expense), net” in our consolidated statement of operations for the year ended December 31, 2021.
−Removed: This decrease was partially offset by the volume related increases discussed above. 
−Removed: On March 27, 2020, the CARES Act was signed into law providing numerous tax provisions and other stimulus measures, including the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC.
−Removed: As amended, the ERC was available for wages paid through September 30, 2021 and was equal to 70% of qualified wages (which included employer qualified health plan expenses) paid to employees.
−Removed: During each quarter of 2021, a maximum of $10,000 in qualified wages for each employee was eligible for the ERC.
−Removed: Therefore, the maximum tax credit that could be claimed by an eligible employer in 2021 was $7,000 per employee per calendar quarter.
−Removed: We qualified for the ERC in the first quarter of the year because we experienced a reduction in gross receipts of more than 20% for the first quarter of 2021 compared to the first quarter of 2019, the relevant criteria for the ERC. Since we qualified for the ERC in the first quarter of 2021, we automatically qualified for the ERC in the second quarter of 2021.
−Removed: In the first and second quarters of 2021, we received ERC benefits of $3,372 and $3,593, respectively, and under analogy to IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance”
−Removed: were recorded in “Other income (expense), net”
−Removed: in our consolidated statement of operations. During the third quarter of 2021 due to relatively higher revenues in 2021 as compared to the third quarter of 2019, we did not qualify for the ERC benefit.
−Removed: The receivable for the remaining uncollected ERC benefit was $497 as of December 31, 2021 and was included in the “Employee retention credit receivable”
−Removed: line item in our consolidated balance sheet at December 31, 2021.
−Removed: The $497 receivable balance was collected during January 2022.  
−Removed: We use our credit facility to fund working capital requirements and believe that our credit facility, together with the operating cash generated by our businesses, and any potential proceeds from access to the public or private debt or equity markets, are sufficient to meet all cash obligations over the next twelve months.
−Removed: On December 31, 2022, we had $0 outstanding under our senior secured revolving credit facility, $7,217 outstanding under our senior secured term loan, $12,732 of cash on hand, with the ability to borrow an additional $27,351.
−Removed: For a further discussion of our capital resources and liquidity, including a description of recent amendments and waivers under our credit facility, please see the discussion under “Liquidity, Financial Position and Capital Resources”
−Removed: in this Annual Report on Form 10-K.
−Removed: COVID-19 Pandemic
−Removed: Our facilities continued to operate as essential businesses in light of the customers and markets served. However, through December 31, 2022, we have experienced an adverse impact to our business, operations and financial results as a result of this pandemic due in part to manufacturing inefficiencies associated with supply chain disruptions and employee staffing constraints due to the spread of the COVID-19 pandemic. In response to the pandemic, we continue to right-size our workforce and delay certain capital expenditures.
−Removed: In future periods, we may experience weaker customer demand, requests for extended payment terms, customer bankruptcies, additional supply chain disruption, employee staffing constraints and difficulties, government restrictions or other factors that could negatively impact the Company and its business, operations and financial results.
−Removed: As we cannot predict the duration or scope of the pandemic, including in light of the emerging variants, or its impact on economic and financial markets, any negative impact to our results cannot be reasonably estimated, but it could be material.
−Removed: Although the long-term effects of COVID-19 remain unknown, the availability of vaccines and reopening of state and local economies have improved the outlook for recovery from COVID-19 impacts. 
−Removed: However, we continue to monitor closely the Company’s financial health and liquidity and the impact of the pandemic on the Company, including emerging variants.
−Removed: We have been able to serve the needs of our customers while taking steps to protect the health and safety of our employees, customers, partners, and communities.
−Removed: Among these steps, we follow the guidance provided by the U.S.
−Removed: Centers for Disease Control and Prevention.
−Removed: KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE
−Removed: In addition to measures of financial performance presented in our consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”), we use certain other financial measures to analyze our performance.
−Removed: These non-GAAP financial measures primarily consist of adjusted EBITDA 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.
−Removed: Key Financial Measures
−Removed: Net (loss) income
−Removed: Adjusted EBITDA (1)
−Removed: Capital expenditures
−Removed: Free cash flow (2)
−Removed: Operating working capital (3)
−Removed: Backlog at end of period (4)
−Removed: Book-to-bill (5)
−Removed: We provide non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share-based compensation, and other stock payments, restructuring costs, impairment charges, and other non-cash gains and losses) as supplemental information regarding our business performance.
−Removed: Our management uses adjusted EBITDA when they internally evaluate the performance of our business, review financial trends and make operating and strategic decisions.
−Removed: 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.
−Removed: Our definition of adjusted EBITDA may be different from similar non-GAAP financial measures used by other companies and/or analysts.
−Removed: 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.
−Removed: 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 business acquisitions.
−Removed: We define operating working capital as accounts receivable and inventory net of accounts payable and customer deposits.
−Removed: Our backlog at December 31, 2022 and 2021 is net of revenue recognized over time.
−Removed: We define book-to-bill as the ratio of new orders we received, net of cancellations, to revenue during a period.
−Removed: The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP measure:
−Removed: Net (loss) income from continuing operations
−Removed: Interest expense
−Removed: Income tax provision
−Removed: Depreciation and amortization
−Removed: Share-based compensation and other stock payments
−Removed: Adjusted EBITDA
−Removed: Changes in operating working capital
−Removed: Capital expenditures
−Removed: Proceeds from disposal of property and equipment
−Removed: Free Cash Flow
−Removed: RESULTS OF OPERATIONS
−Removed: Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
−Removed: The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021.
−Removed: Year Ended December 31,
−Removed: Cost of sales
−Removed: Operating expenses
−Removed: Selling, general and administrative expenses
−Removed: Intangible amortization
−Removed: Total operating expenses
−Removed: Operating loss
−Removed: Other income (expense), net
−Removed: Paycheck Protection Program loan forgiveness
−Removed: Interest expense, net
−Removed: Total other income (expense), net
−Removed: Net (loss) income before provision for income taxes
−Removed: Provision for income taxes
−Removed: Net (loss) income
−Removed: Revenues increased by $31,140 during the year ended December 31, 2022 primarily due to a 92% increase in industrial fabrications product line revenue within the Heavy Fabrications segment compared to the prior year.
−Removed: This was primarily due to higher recent order intake from industrial customers and revenue recognized from our PRS units in the current year. Gearing segment revenue increased by 49% compared to the prior year primarily due to higher order intake in recent quarters from customers in most end markets, particularly O&G, partially offset by a decrease in aftermarket wind revenue.
−Removed: Industrial Solutions segment revenue increased 16% primarily due to the timing of aftermarket installations.
−Removed: Gross profit improved by $5,199 during the year ended December 31, 2022 primarily due to higher sales volumes in the Gearing and the Heavy Fabrications segments, partially offset by higher material costs and ramp-up costs .
−Removed:  As a result, our gross margin increased from 3.8% for the year ended December 31, 2021, to  
−Removed: 6.1% for the year ended December 31, 2022.
−Removed: Operating expenses as a percentage of sales decreased to 9.8% in 2022 from 12.4% in 2021 primarily due to higher revenue levels, reduced salaries and benefits and reduced legal fees.
−Removed: Net income decreased from $2,847 for the year ended December 31, 2021 to a net loss of $9,730 for the year ended December 31, 2022.The decrease in net income was primarily due to the absence of the $9,151 benefit recognized from the PPP loan forgiveness and the $6,965 ERC benefit, both of which were recognized in “Other Income (expense), net” in our consolidated statement of operations for the year ended December 31, 2021.
−Removed: This decrease was partially offset by the volume related increases discussed above. 
−Removed: Heavy Fabrications Segment
−Removed: The following table summarizes the Heavy Fabrications segment operating results for the twelve months ended December 31, 2022 and 2021:
−Removed: Tower sections sold
−Removed: Operating loss
−Removed: Operating margin
−Removed: Heavy Fabrications orders increased by 215% versus the prior year as a result of increased demand for our capacity as tower customers secured production capacity through 2024 for ongoing wind turbine tower installation projects.
−Removed: Segment revenues increased by 15% during the year ended December 31, 2022 primarily due to a 92% increase in industrial fabrication revenue due to higher recent order intake from industrial customers and revenue recognized from our PRS units in the current year. 
−Removed: Heavy Fabrications segment operating results improved by $2,170 as compared to the prior year.
−Removed: The improvement in operating performance was primarily a result of higher sales in the current year and the absence of one-time events that occurred during the prior year period including a weather-related event and a customer driven project delay, partially offset by costs associated with transitioning a portion of the workforce to support growth in the industrial fabrications product line and inefficiencies associated with a change to a new tower design in the fourth quarter.
−Removed: Operating profit margin was (0.9%) during the year ended December 31, 2022 compared to (3.2%) during the year ended December 31, 2021.
−Removed: Gearing Segment
−Removed: The following table summarizes the Gearing segment operating results for the twelve months ended December 31, 2022 and 2021:
−Removed: Operating income (loss)
−Removed: Operating margin
−Removed: Gearing segment orders for the year ended December 31, 2022 increased 16% compared to the year ended December 31, 2021 primarily due to increased demand from customers in all end markets.
−Removed: Revenues increased 49% during the year ended December 31, 2022 primarily due to higher order intake in recent quarters from customers in most end markets, particularly O&G, partially offset by a decrease in aftermarket wind revenue.
−Removed: The Gearing segment's operating income improved by $2,636  
−Removed: during the year ended December 31, 2022 from the year ended December 31, 2021 primarily due to higher sales, partially offset by higher material costs, ramp-up costs, and increased fixed costs to support higher volumes.
−Removed: Operating margin was 0.1% for the year ended December 31, 2022 compared to (9.1)% during the year ended December 31, 2021.
−Removed: Industrial Solutions Segment
−Removed: The following table summarizes the Industrial Solutions segment operating results for the twelve months ended December 31, 2022 and 2021.
−Removed: Operating income (loss)
−Removed: Operating margin
−Removed: Industrial Solutions segment orders increased by 3% for the year ended December 31, 2022 primarily due to an increase in new gas turbine orders. Segment revenue increased 16% from the prior year primarily due to the timing of aftermarket installations.
−Removed: The improvement in operating income  
−Removed: during the year ended December 31, 2022 was a result of the revenue increase, partially offset by increased labor and freight costs. The operating margin improved from (2.5)% during the year ended December 31, 2021, to 0.7% during the year ended December 31, 2022.
−Removed: Corporate and Other
−Removed: Corporate and Other expenses decreased by $679 during the year ended December 31, 2022.
−Removed: The decrease was primarily attributable to lower salaries and benefits. 
−Removed: SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
−Removed: The methods, estimates and judgments that we use in applying our critical accounting policies have a significant impact on the results that we report in our financial statements.
−Removed: Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.
−Removed: We have identified the accounting policies listed below to be critical to obtain an understanding of our consolidated financial statements.
−Removed: This section should also be read in conjunction with Note 1, “Description of Business and Summary of Significant Accounting Policies”
−Removed: in the notes to our consolidated financial statements for further discussion of these and other significant accounting policies.
−Removed: Revenue Recognition
−Removed: We recognize revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
−Removed: Customer deposits and other receipts are deferred and recognized when the revenue is realized and earned.
−Removed: Cash payments to customers, like those made for liquidated damages, are presumed to be classified as reductions of revenue in our statement of operations.
−Removed: In many instances within our Heavy Fabrications segment, wind towers are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition versus shipment, due to our customers’
−Removed: preference to ship products in batches to support efficient construction of wind farms.
−Removed: We recognize revenue under these arrangements when there is a substantive reason for the arrangement (i.e., the buyer requests the arrangement), the ordered goods are segregated from inventory and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and we do not have the ability to use the product or to direct it to another customer.
−Removed: Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.
−Removed: During 2022 and 2021, we also recognized revenue over time, versus point in time, when products in the Gearing and Heavy Fabrications segments had no alternative use to us and we had an enforceable right to payment, including profit, upon termination of the contract by the customer.
−Removed: Since the projects are labor intensive, we use labor hours as the input measure of progress for the contract.
−Removed: Contract assets are recorded when performance obligations are satisfied but we are not yet entitled to payment.
−Removed: We recognize contract assets associated with this revenue which represents our rights to consideration for work completed but not billed at the end of the period.  
−Removed: Warranty Liability
−Removed: We provide warranty terms that generally range from one to five years for various products relating to workmanship and materials supplied by us.
−Removed: In certain contracts, we have recourse provisions for items that would enable us to seek recovery from third parties for amounts paid to customers under warranty provisions.
−Removed: We estimate the warranty accrual based on various factors, including historical warranty costs, current trends, product mix and sales.
−Removed: Inventories consist of raw materials, work-in-process and finished goods.
−Removed: Raw materials consist of components and parts for general production use.
−Removed: Work-in-process consists of labor and overhead, processing costs, purchased subcomponents, and materials purchased for specific customer orders.
−Removed: Finished goods consist of components purchased from third parties as well as components manufactured by us.
−Removed: Inventories are stated at the lower of cost or net realizable value.
−Removed: Where necessary, we have recorded a reserve for the excess of cost over net realizable value in our inventory allowance.
−Removed: Net realizable value of inventory, and management’s judgment concerning the need for reserves, encompasses consideration of many business factors including physical condition, inventory holding period, contract terms and usefulness.
−Removed: Inventories are valued based either on actual cost or using a first-in, first out method.
−Removed: Long-Lived Assets
−Removed: We review property and equipment and other long-lived assets (“long-lived assets”) for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable.
−Removed: Due to triggering events identified within our segments at various times in the past, we continue to evaluate the recoverability of certain of the long-lived assets.
−Removed: During November 2022, we identified a triggering event associated with the Heavy Fabrications segment. In accordance with GAAP, we compared the carrying value of the segment asset group to the forecast undiscounted cash flows associated with the asset group.
−Removed: Based on the analysis performed, the forecast undiscounted cash flows exceeded the carrying value resulting in no recorded impairment of this group. 
−Removed: We account for income taxes based upon an asset and liability approach.
−Removed: Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities.
−Removed: Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards.
−Removed: Deferred tax liabilities are recognized for taxable temporary differences.
−Removed: Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
−Removed: The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted.
−Removed: In connection with the preparation of our consolidated financial statements, we are required to estimate our income tax liability for each of the tax jurisdictions in which we operate.
−Removed: This process involves estimating our actual current income tax expense and assessing temporary differences resulting from differing treatment of certain income or expense items for income tax reporting and financial reporting purposes.
−Removed: We also recognize the expected future income tax benefits of NOL carryforwards as deferred income tax assets.
−Removed: In evaluating the realizability of deferred income tax assets associated with NOL carryforwards, we consider, among other things, expected future taxable income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits.
−Removed: Changes in, among other things, income tax legislation, statutory income tax rates or future taxable income levels could materially impact our valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods.
−Removed: We also account for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return.
−Removed: We follow the applicable pronouncement guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition related to the uncertainty in these income tax positions.
−Removed: LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES
−Removed: 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”).
−Removed: The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities.
−Removed: As of December 31, 2022, cash totaled $12,732, an increase of $11,880  
−Removed: from December 31, 2021. Debt and finance lease obligations at December 31, 2022 totaled $14,545, and we had the ability to borrow up to $27,351 under the 2022 Credit Facility.
−Removed: 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.
−Removed: 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.
−Removed: The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse.
−Removed: Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the consolidated statements of cash flows.
−Removed: Fees incurred in connection with the agreements are recorded as interest expense.
−Removed: On August 18, 2020, we filed a “shelf”
−Removed: 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.
−Removed: 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.
−Removed: 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. 
−Removed: On March 9, 2021, we entered into a $10,000 Equity Distribution Agreement (the “Equity Distribution Agreement”) with Craig-Hallum Capital Group, LLC.
−Removed: Pursuant to the terms of the Equity Distribution Agreement, we issued 1,897,697 shares of the Company's common stock thereunder during the first two quarters of 2021.
−Removed: The net proceeds (before upfront costs) to the Company from the sales of such shares were approximately $9,725 after deducting commissions paid of approximately $275 and before deducting other expense of $411. 
−Removed: 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”).
−Removed: Pursuant to the terms of the Sales Agreement, we 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.
−Removed: 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.
−Removed: During the year ended December 31, 2022, we issued 100,379 shares of the Company’s common stock under the Sales Agreement and the net proceeds (before upfront costs) 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.
−Removed: As of December 31, 2022, shares of the Company’s common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement.
−Removed: On March 27, 2020, the CARES Act was signed into law providing numerous tax provisions and other stimulus measures, including the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC.
−Removed: As amended, the ERC was available for wages paid through September 30, 2021 and was equal to 70% of qualified wages (which included employer qualified health plan expenses) paid to employees.
−Removed: During each quarter of 2021, a maximum of $10,000 in qualified wages for each employee was eligible for the ERC.
−Removed: Therefore, the maximum tax credit that could be claimed by an eligible employer in 2021 was $7,000 per employee per calendar quarter.
−Removed: We qualified for the ERC in the first quarter of the year because we experienced a reduction in gross receipts of more than 20% for the first quarter of 2021 compared to the first quarter of 2019, the relevant criteria for the ERC. Since we qualified for the ERC in the first quarter of 2021, we automatically qualified for the ERC in the second quarter of 2021.
−Removed: In the first and second quarters of 2021, we received ERC benefits of $3,372 and $3,593, respectively, and under analogy to IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance”
−Removed: were recorded in “Other income (expense), net”
−Removed: in our consolidated statement of operations. During the third quarter of 2021 due to relatively higher revenues in 2021 as compared to the third quarter of 2019, we did not qualify for the ERC benefit.
−Removed: The receivable for the remaining uncollected ERC benefit was $497 as of December 31, 2021 and was included in the “Employee retention credit receivable”
−Removed: line item in our consolidated balance sheet at December 31, 2021.
−Removed: The $497 receivable balance was collected during January 2022.  
−Removed: We anticipate that we will be able to satisfy the cash requirements associated with, among other things, working capital needs, capital expenditures and lease commitments through at least the next twelve months primarily through cash generated from operations, available cash balances, our Credit Facility, sales of shares under the Sales Agreement, additional equipment financing, and access to the public or private debt and/or equity markets, including the option to raise additional capital from the sale of our securities under a “shelf”
−Removed: registration statement on Form S-3.
−Removed: In 2016, we entered into a $570 unsecured loan agreement with the Development Corporation of Abilene which is included in long-term debt, less current maturities.
−Removed: The loan is forgivable upon us meeting and maintaining specific employment thresholds.
−Removed: During each of the years ended December 31, 2022 and 2021, $114 of the loan was forgiven.
−Removed: As of December 31, 2022, the loan balance was $0.
−Removed: In addition, we have outstanding notes payable for capital expenditures in the amount of $1,094 and $363 as of December 31, 2022 and 2021, respectively, with $88 and $186 included in the “Line of credit and current portion of long-term debt”
−Removed: line item of our consolidated financial statements as of December 31, 2022 and 2021, respectively.
−Removed: The notes payable have monthly payments that range from $3 to $16 and an interest rate of 4%.
−Removed: The equipment purchased is utilized as collateral for the notes payable.
−Removed: The outstanding notes payable have maturity dates that range from July  
−Removed: to September 2028.
−Removed: Sources and Uses of Cash
−Removed: The following table summarizes our cash flows from operating, investing, and financing activities for the years ended December 31, 2022 and 2021:
−Removed: Total cash provided by (used in):
−Removed: Operating activities
−Removed: Investing activities
−Removed: Financing activities
−Removed: Net increase (decrease) in cash
−Removed: Operating Cash Flows
−Removed: During the year ended December 31, 2022, net cash provided by operations was $16,643 compared to net cash used in operating activities of $12,826 for the year ended December 31, 2021.
−Removed: The increase in net cash provided by operating activities was primarily due to an increase in customer deposits for future scheduled production during the current year period and an increase in accounts payable as compared to the prior year. 
−Removed: Investing Cash Flows
−Removed: During the year ended December 31, 2022, net cash used in investing activities was $3,098 compared to net cash used in investing activities of $1,674 for the year ended December 31, 2021.
−Removed: The increase was primarily due to an increase in net purchases of property and equipment.
−Removed: Financing Cash Flows
−Removed: During the year ended December 31, 2022, net cash used in financing activities totaled $1,665 compared to net cash provided by financing activities of $11,980 for the year ended December 31, 2021.
−Removed: The decrease was primarily due to greater proceeds from the sale of securities under the Equity Distribution Agreement received in the prior year and increased net repayments under our 2022 Credit Facility during the current year.
−Removed: This was partially offset by an increase in proceeds from long term debt primarily related to the senior secured term loan under our 2022 Credit Facility. 
−Removed: Contractual Obligations
−Removed: We enter into a variety of contractual obligations as part of our normal operations in addition to capital expenditures.
−Removed: As of December 31, 2022, we have (i) debt obligations related to our Credit Facility and other notes payable as described in Note 9, “Debt and Credit Agreements”
−Removed: of our consolidated financial statements (ii) cash payments for operating and finance lease obligations that are described in Note 10, “Leases”
−Removed: of our consolidated financial statements and (iii) purchase obligations made in the normal course of business.
−Removed: We expect to fund these cash requirements primarily through cash generated from operations, available cash balances, our 2022 Credit Facility, additional equipment financing, and access to the public or private debt and/or equity markets, including the option to raise additional capital from the sale of our securities under a “shelf”
−Removed: registration statement on Form S-3.
−Removed: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
−Removed: We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and as such are not required to provide information under this item.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.