10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2023

OR

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

For the transition period from _______ to ______

Commission File Number 0-29923

Orbital Infrastructure Group, Inc. (f/k/a Orbital Energy Group, Inc.)

(Exact name of registrant as specified in its charter)

Texas	84-1463284
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

5444 Westheimer Road

Suite 1650

Houston, Texas  77056

(Address of principal executive offices and zip code)

Former address:

1924 Aldine Western

Houston, Texas 77038

(832) 467-1420

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒  No ☐

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

Large accelerated filer  ☐	Accelerated filer ☐
Non-accelerated filer  ☒	Smaller reporting company ☒
	Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐  No ☒

There were 4,693,569 shares of the registrant's common stock, par value $0.001 per share, outstanding as of May 15, 2023.

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value.	OIG	Nasdaq Capital Market

INDEX

		Page
	Part I
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Operations (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income and Loss (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
	Overview	31
	Results of Operations	32
	Liquidity and Capital Resources	36
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	38
Item 4.	Controls and Procedures	39
	Part II
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds. Common Stock Issued	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
	Exhibit Index	42
	Signatures	43

1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Orbital Infrastructure Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
(in thousands, except share and per share amounts)	2023			2022
Assets:
Current Assets:
Cash and cash equivalents	$	23,993		$	21,489
Restricted cash - current portion		123			123
Trade accounts receivable, net of allowance		49,968			52,652
Inventories		1,857			1,691
Contract assets		18,770			13,917
Note receivable, current portion		1,462			1,442
Prepaid expenses and other current assets		5,173			7,840
Assets held for sale, current portion		3,198			3,198
Total current assets		104,544			102,352
Property and equipment, less accumulated depreciation		21,718			22,930
Investment		1,063			1,063
Right of use assets - Operating leases		15,321			16,588
Right of use assets - Financing leases		7,447			8,394
Goodwill		7,006			7,006
Other intangible assets, net		108,945			111,134
Restricted cash, noncurrent portion		576			486
Deposits and other assets		1,593			1,618
Total assets	$	268,213		$	271,571
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts payable	$	49,318		$	41,333
Notes payable, current portion		250,711			144,708
Line of credit		4,000			4,000
Operating lease obligations - current portion		4,345			4,540
Financing lease obligations - current portion		5,437			5,316
Accrued expenses		45,198			39,065
Contract liabilities		2,700			10,218
Financial instrument liabilities		45,392			43,693
Total current liabilities		407,101			292,873
Financial instrument liability, noncurrent portion		—			536
Warrant liabilities		1,131			1,777
Notes payable, less current portion		1,276			100,528
Operating lease obligations, less current portion		11,327			12,350
Financing lease obligations, less current portion		6,311			7,673
Other long-term liabilities		570			570
Total liabilities		427,716			416,307
Commitments and contingencies
Stockholders' Equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at March 31, 2023 or December 31, 2022		—			—
Common stock, par value $0.001; 325,000,000 shares authorized; 4,658,274 shares issued and 4,649,447 shares outstanding at March 31, 2023 and 3,947,101 shares issued and 3,938,274 shares outstanding at December 31, 2022		5			4
Additional paid-in capital		353,251			347,511
Treasury stock at cost; 8,827 shares held at March 31, 2023 and December 31, 2022		(413	)		(413	)
Accumulated deficit		(507,286	)		(487,121	)
Accumulated other comprehensive loss		(673	)		(691	)
Total Orbital Infrastructure Group, Inc.'s stockholders' equity		(155,116	)		(140,710	)
Noncontrolling interest		(4,387	)		(4,026	)
Total stockholders' equity		(159,503	)		(144,736	)
Total liabilities and stockholders' equity	$	268,213		$	271,571

See accompanying notes to condensed consolidated financial statements

2

Orbital Infrastructure Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months
(in thousands, except share and per share amounts)	Ended March 31,
	2023			2022
Revenues	$	80,186		$	70,254
Cost of revenues		66,069			58,671
Gross profit		14,117			11,583
Operating expenses:
Selling, general and administrative expense		14,260			8,126
Depreciation and amortization		2,659			5,323
Provision for (recovery of) bad debt		490			(60	)
Other operating income		(15	)		(18	)
Total operating expenses		17,394			13,371
Loss from operations		(3,277	)		(1,788	)
Loss on extinguishment of debt		(583	)		(26,019	)
Loss on financial instrument		(1,196	)		(928	)
Gain on warrant liabilities		646			—
Other income (expense)		(4,147	)		345
Interest expense		(11,164	)		(8,039	)
Loss from continuing operations before income taxes		(19,721	)		(36,429	)
Income tax expense		536			241
Loss from continuing operations, net of income taxes		(20,257	)		(36,670	)
Discontinued operations (Note 3)
Loss from discontinued operations, net of income taxes		(268	)		(953	)
Net loss	$	(20,525	)	$	(37,623	)
Less: net loss attributable to noncontrolling interest		(360	)		(22	)
Net loss attributable to Orbital Infrastructure Group, Inc.	$	(20,165	)	$	(37,601	)
Basic and diluted weighted average common shares outstanding		4,327,323			2,078,168
Loss from continuing operations per common share - basic and diluted	$	(4.60	)	$	(17.63	)
Loss from discontinued operations per common share - basic and diluted		(0.06	)		(0.46	)
Loss per common share - basic and diluted	$	(4.66	)	$	(18.09	)

See accompanying notes to condensed consolidated financial statements

3

Orbital Infrastructure Group, Inc.

Condensed Consolidated Statements of Comprehensive Income and Loss

(Unaudited)

	For the Three Months
(in thousands)	Ended March 31,
	2023			2022
Net loss	$	(20,525	)	$	(37,623	)
Other comprehensive income (loss)
Foreign currency translation adjustment		18			6
Comprehensive loss	$	(20,507	)	$	(37,617	)

See accompanying notes to condensed consolidated financial statements

4

Orbital Infrastructure Group, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

(in thousands, except share amounts)	Common Stock						Treasury Stock
	Shares		Amount		Additional Paid-in Capital		Shares			Amount			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total OIG Stockholder's Equity			Non-controlling Interest			Total Stockholders' Equity
Balance, December 31, 2022		3,947,101	$	4	$	347,511	$	(8,827	)	$	(413	)	$	(487,121	)	$	(691	)	$	(140,710	)	$	(4,026	)	$	(144,736	)
Issuance of common stock via equity raise		245,833		—		1,862		—			—			—			—			1,862			—			1,862
Common stock issued and issuable for compensation, services and royalty payments		14,009		—		631		—			—			—			—			631			—			631
Common stock issued for debt repayment		451,331		1		3,247		—			—			—			—			3,248			—			3,248
Net loss		—		—		—		—			—			(20,165	)		—			(20,165	)		(361	)		(20,526	)
Other comprehensive loss		—		—		—		—			—			—			18			18			—			18
Balance, March 31, 2023		4,658,274		5		353,251		(8,827	)		(413	)		(507,286	)		(673	)		(155,116	)		(4,387	)		(159,503	)

(in thousands, except share amounts)	Common Stock							Treasury Stock
	Shares		Amount		Additional Paid-in Capital			Shares			Amount			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total OIG Stockholder's Equity			Non-controlling Interest			Total Stockholders' Equity
Balance, December 31, 2021		2,056,494	$	2	$	311,567			(8,827	)	$	(413	)	$	(210,934	)	$	(3,995	)	$	96,227		$	39		$	96,266
Common stock issuable for acquisition		3,125		—		250			—			—			—			—			250			—			250
Common stock issued and issuable for compensation, services and royalty payments		19,885		—		(1,693	)		—			—			—			—			(1,693	)		—			(1,693	)
Common stock issued for debt repayment		66,334		—		4,445															4,445						4,445
Common stock issued to lenders for OID for $105 million debt - (reissued)		1,351		—		—			—			—			—			—			—			—			—
Net loss		—		—		—			—			—			(37,601	)		—			(37,601	)		(22	)		(37,623	)
Other comprehensive loss		—		—		—			—			—			—			6			6			—			6
Balance, March 31, 2022		2,147,189		2		314,569			(8,827	)		(413	)		(248,535	)		(3,989	)		61,634			17			61,651

See accompanying notes to condensed consolidated financial statements

5

Orbital Infrastructure Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months
(in thousands)	Ended March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(20,525	)	$	(37,623	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3,173			3,687
Amortization of intangibles		2,242			5,003
Amortization of debt discount		4,224			1,635
Amortization of note receivable discount		—			(63	)
Stock-based compensation and expense, net of forfeitures		631			(3,050	)
Fair value adjustment to liability for stock appreciation rights		—			(269	)
Fair value adjustment to financial instrument liabilities		1,196			928
Fair value adjustment to warrant liabilities		(646	)		—
Loss on extinguishment of debt and debt modifications		583			26,019
Provision for bad debt		490			31
Deferred income taxes		33			—
Inventory reserve		—			(22	)
Loss (gain) on sale of assets		212			(103	)
Liquidated damages from debt		4,068			—
Non-cash unrealized foreign currency (gain) loss		(5	)		48
Change in operating assets and liabilities, net of acquisition:
Trade accounts receivable		2,145			(3,935	)
Inventories		(167	)		20
Contract assets		(4,812	)		(6,378	)
Prepaid expenses and other current assets		2,748			(751	)
Right of use assets/lease liabilities, net		33			35
Deposits and other assets		(16	)		(26	)
Accounts payable		7,633			7,929
Accrued expenses		5,053			4,175
Contract liabilities		(7,518	)		1,145
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		775			(1,565	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash received		—			(773	)
Purchases of property and equipment		(622	)		(1,351	)
Deposits on financing lease property and equipment		8			26
Proceeds from sale of property and equipment		53			78
Purchase of other intangible assets		(18	)		(51	)
Proceeds from notes receivable		—			3,500
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(579	)		1,429
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit		—			3,500
Payments on line of credit		—			(2,000	)
Payments on financing lease obligations		(1,310	)		(1,212	)
Proceeds from notes payable		9,750			—
Payments on notes payable		(6,053	)		(5,804	)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		2,387			(5,516	)
Effect of exchange rate changes on cash		11			(268	)
Net increase (decrease) in cash, cash equivalents and restricted cash		2,594			(5,920	)
Cash, cash equivalents and restricted cash at beginning of period		22,098			28,041
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	24,692		$	22,121

See accompanying notes to condensed consolidated financial statements

6

Orbital Infrastructure Group, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(Unaudited)

	For the Three Months
(in thousands)	Ended March 31,
	2023		2022
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid (net refunded)	$	100	$	(405	)
Interest paid	$	6,961	$	5,183
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash investment in acquisition for equity issuances	$	—	$	250
Equipment purchased with debt	$	271	$	—
Accrued property and equipment purchases	$	118	$	126
Non-cash payments on debt	$	2,759	$	3,750

See accompanying notes to condensed consolidated financial statements

7

Orbital Infrastructure Group, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND COMPANY CONDITIONS

Nature of Operations

Orbital Infrastructure Group, Inc. f/k/a Orbital Energy Group, Inc. (Orbital Infrastructure Group, "OIG," "The Company") is a diversified infrastructure services company serving customers in the electric power, telecommunications, and renewable markets. The Company’s reportable segments are the Electric Power segment, the Telecommunications segment, and the Renewables segment. In  December 2021, the Company announced the planned divestiture of its previously reported Integrated Energy Infrastructure Solutions and Services segment. 

The Electric Power segment consists of Front Line Power Construction, LLC based in Houston, Texas (acquired November 17, 2021), Orbital Power, Inc. based in Dallas, Texas, (began operations in Q1 2020) and Eclipse Foundation Group which began operations in Q1 2021. The segment provides comprehensive infrastructure solutions to customers in the electric power industry. Services performed by Front Line Power and Orbital Power, Inc. generally include but are not limited to the engineering, design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities as well as emergency restoration services. Eclipse Foundation Group, which began operations in  January 2021, is a drilled shaft foundation construction company that specializes in providing services to the electric transmission and substation, industrial, telecommunication and disaster restoration market sectors, with expertise performing services in water, marsh and rock terrains. In the third quarter of 2022, in order to streamline operations, the Eclipse business was integrated into Front Line Power Construction, LLC, and ceased to be a separate business unit.

The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired  April 13, 2021) and subsidiaries. GTS is an Atlanta-based telecommunications company providing diversified telecommunications services nationally since 1990 and is the parent of IMMCO, Inc., Full Moon Telecom, LLC, and Coax Fiber Solutions, LLC. IMMCO, Inc. (acquired  July 28, 2021), which includes two Indian subsidiaries, is an Atlanta-based, full-service telecom engineering and network design company providing diversified engineering services and customized software solutions to a global customer base since 1992. Full Moon Telecom, LLC (acquired  October 22, 2021) is a Florida-based telecommunications service provider that offers an extensive array of wireless service capabilities and experience including Layer 2/Layer 3 Transport, Radio Access Network (“RAN”) Integration, test and turn-up of Small Cell systems and Integration/Commissioning of Distributed Antenna (“DAS”) systems. Coax Fiber Solutions, LLC (acquired March 7, 2022), is based in Loganville, Georgia. Founded in 2016, Coax Fiber Solutions is a GDOT Certified contractor specializing in Aerial Installation, directional drilling, trenching, plowing, and missile crews for telecommunications, power, gas, water, CCTV, ATMS, and traffic signal cable installation.

The Renewables segment consists of Orbital Solar Services based in Raleigh, North Carolina. Orbital Solar Services provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility-scale solar construction. The Company serves a wide variety of project types, including commercial, substation, solar farms, and public utility projects.

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes condensed consolidated financial statements. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations and should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The Condensed Consolidated Balance Sheet as of  December 31, 2022 has been derived from the audited financial statements as of that date included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

At a special stockholders meeting held April 18, 2023, the Company’s stockholders approved an amendment to the Company’s Certificate of Formation to effect a reverse stock split of the Company’s outstanding common stock at a ratio ranging from any whole number between 10-for-1 and 40-for-1 in order to achieve a minimum bid price of $1.00 per share for a minimum of 10 consecutive trading days, as required for continued listing of the common stock on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The board of directors authorized a 1-for-40 ratio for the reverse stock split, which became effective on April 21, 2023. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. All intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not necessarily indicative of the results to be expected for the remaining quarters or year ending December 31, 2023.

8

 

Reconciliation of Cash, Cash Equivalents, and Restricted Cash on Condensed Consolidated Statements of Cash Flows

	For the Three Months
(in thousands)	Ended March 31,
	2023		2022
Cash and cash equivalents at beginning of period	$	21,489	$	26,865
Restricted cash at beginning of period (1)		609		1,176
Cash, cash equivalents and restricted cash at beginning of period	$	22,098	$	28,041
Cash and cash equivalents at end of period	$	23,993	$	20,949
Restricted cash at end of period (1)		699		1,172
Cash, cash equivalents and restricted cash at end of period	$	24,692	$	22,121

(1) Restrictions on cash at March 31, 2023 and March 31, 2022 relate to collateral for several bank-issued letters of credit for contract guaranties. 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to record purchase price allocations for the Company's acquisitions, fair value measurements used in goodwill impairment tests, impairment estimations of long-lived assets, revenue recognition on cost-to-cost type contracts, allowances for uncollectible accounts, valuations of non-cash capital stock issuances, estimates of the incremental borrowing rate for long-term leases, fair value estimates and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results  may differ from these estimates under different assumptions or conditions.

Reclassifications

Certain reclassifications have been made to the 2022 classifications in order to conform to the 2023 presentation.

Company Conditions and Sources of Liquidity

The Company has experienced net losses, cash outflows from cash used in operating activities and a decline in share value over the past years. As of and for the three months ended March 31, 2023, the Company had an accumulated deficit of $507.3 million, loss from continuing operations of $20.3 million, and net cash provided by operating activities of $0.8 million. Further, as of March 31, 2023, the Company had a working capital deficit of $302.6 million, including current maturities of debt, and cash and cash equivalents of $24.0 million available for working capital needs and planned capital asset expenditures.  As a result of the foregoing, the Company does not have sufficient liquidity and capital resources to meet its obligations and fund its operations for the twelve months following the issuance of these financial statements. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company has plans to access additional capital to meet its obligations for the twelve months from the date these financial statements are available to be issued. Historically, the Company has raised additional equity and debt financing to fund its expansion; refer to Note 16 — Notes Payable and Line of Credit. The Company has also funded some of its capital expenditures through long-term financing with lenders and other investors as also described in further detail in Note 16 — Notes Payable and Line of Credit. Our ability to raise the additional capital is dependent on a number of factors, including, but not limited to, the market demand for our common stock, which itself is subject to a number of business risks and uncertainties, our creditworthiness and the uncertainty that we would be able to raise such additional capital at a price that is favorable to us. As of March 31, 2023, the Company has an effective S-3 shelf registration statement for the issuance of various types of securities, including common stock, preferred stock, debt securities and/or warrants in the aggregate of up to $64.0 million.

The Company plans to meet its obligations as they become due over the next twelve months by raising additional capital through equity and debt financing sources and forecasted positive cash flows generated from operations. There can be no assurance that the Company will succeed in executing these plans. If unsuccessful, the Company will not have sufficient liquidity and capital resources to repay its indebtedness when it matures, or otherwise meet its cash requirements over the next twelve months, as noted above.

Restructuring Costs

In September 2022, the Company fully impaired its finance lease equipment related to the Eclipse Foundation Group in the Electric Power segment. These pieces of equipment are drilling specific and at this time, the Company does not plan to use the equipment for the remaining term of the leases. As these leases are non-cancelable and do not include a sub-leasing option, the full finance lease assets related to Eclipse were removed from the balance sheet and an equal impairment was recognized in the amount of $4.5 million in the third quarter of 2022. Future payments related to these leases will be approximately $4.4 million paid through June 2026.

Sale of Orbital U.K.

On May 11, 2022, the Company completed the sale of its Orbital U.K. operations for the agreed upon amount of 3,000,000 GBP. The Company received 1,575,000 GBP on the settlement date and the remaining 1,425,000 GBP was received on July 11, 2022. The Company could receive additional consideration if certain events transpire during the 12-month restricted period following the settlement date. In addition, the Company will receive a “royalty” of 15% on any sales of the GasPT device related to Snam Rete Gas and/or the Future Billing Methodology (FBM) Project.

9

 

Goodwill and Indefinite-lived intangible assets

The Company had goodwill from acquisitions made in 2020, 2021 and 2022. Goodwill in the Front Line Power and GTS reporting units was impaired in 2022 for $70.2 million and $25.8 million respectively due to triggering events in the third quarter related to a continued decline in the Company's market capitalization, significant losses in the Renewables segment and interest rate increases and limitations on accessing capital, which raised substantial doubt regarding the Company's ability to continue as a going concern. The fair value of the reporting units was valued using a market approach. The impairment assessment concluded that the fair value of the Renewables reporting unit was in excess of its carrying amount, which was negative. After impairments, the Company had $7.0 million of goodwill remaining at December 31, 2022 associated with Orbital Solar Services ("OSS) acquired in 2020. At the same time as the goodwill impairment, the Company assessed the other intangibles in the Renewables segment and determined the Customer relationship intangible was fully impaired and the remaining $4.3 million of book value was written off in the third quarter of 2022.

During the fourth quarter of 2022, triggering events of the same nature led to further valuation of the Company's indefinite-lived intangible assets using a relief from royalties method which resulted in impairment. The impairment assessment included significant assumptions related to revenue growth rates, royalty rates, and discount rates. For the year ended December 31, 2022, management concluded that indefinite-lived intangibles were impaired by $9.3 million dollars primarily attributable to the Front Line and GTS trade names. 

The Company tests for impairment of indefinite-lived intangibles and goodwill in the second quarter of each year and when events or circumstances indicate that the carrying amount of goodwill exceeds its fair value and may not be recoverable. 

Under current accounting guidance, Orbital Infrastructure Group is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The guidance includes a number of factors to consider in conducting the qualitative assessment. 

During the first quarter of 2023, management considered all known events and circumstances that might trigger an impairment of goodwill, noting none. The remaining goodwill of $7.0 million dollars is associated with OSS which has a negative carrying value.

Accrued expenses

Accrued expenses are liabilities that reflect expenses on the statement of operations that have not been paid or recorded in accounts payable at the end of the period. At March 31, 2023 and  December 31, 2022, accrued expenses of $45.2 million and $39.1 million, respectively included the following components:

(in thousands)	March 31		December 31
	2023		2022
Accrued bonding	$	1,962	$	1,920
Accrued compensation		4,559		5,589
Working capital adjustment on Front Line Power Construction acquisition		4,592		4,592
Accrued interest payable		6,886		5,885
Accrued taxes payable		669		248
Accrued subcontractor expenses		16,274		11,299
Accrued union dues		874		937
Accrued vendor invoices and accrued other expenses		9,382		8,595
Total accrued expense	$	45,198	$	39,065

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are detailed in "Note 2 Summary of Significant Accounting Policies" within Item 8 of the Company's Annual Report on Form 10-K for the year ended  December 31, 2022 filed with the SEC on April 7, 2023.

3. DISCONTINUED OPERATIONS AND SALE OF A BUSINESS

As part of the Company’s stated strategy to transform Orbital Infrastructure Group into a diversified energy infrastructure services platform serving North American energy customers, the Company’s board of directors made the decision to divest of its Orbital Gas subsidiaries. The Orbital Gas subsidiaries provide proprietary gas measurement and sampling technologies and the integration of process control and measuring/sampling systems. They are legacy businesses that are not part of the Company’s strategy of building an infrastructure services company serving the electric power, telecommunications and renewable markets. The disposition of the Orbital Gas subsidiaries will facilitate the Company’s restructuring and cost savings initiatives and are intended to realign and simplify its business structure and better position the Company for future growth and improved profitability. In the fourth quarter of 2021, the Company recorded a $9.2 million impairment related to its U.K. operations to write the value of its investment in the U.K. operations to its expected realizable value of 3 million GBP ($4.1 million on December 31, 2021).

The Company's U.K. operations were divested in May 2022 and most of the assets of the North American operation were divested in the third quarter of 2022. At March 31, 2023 and December 31, 2022, the remaining assets held for sale were the Company's VE Technology intellectual property and certain fixed assets at Eclipse Foundation Group.

Assets held for sale that are included on the Company's balance sheet, relate to the company's discontinued businesses, and are described below. As of March 31, 2023 and December 31, 2022 there were no liabilities held for sale.

	As of		As of
	March 31,		December 31,
(in thousands)	2023		2022
Carrying amounts of the major classes of assets included in discontinued operations:
Property and equipment	$	1,385	$	1,385
Other intangible assets		1,813		1,813
Total assets of the disposal group classified as held for sale	$	3,198	$	3,198

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Selected data for these discontinued businesses consisted of the following:

Reconciliation of the Major Classes of Line Items Constituting Pretax Loss from

Discontinued Operations to the After-Tax Loss from Discontinued Operations That Are

Presented in the Condensed Consolidated Statement of Operations

(in thousands)	For the Three Months
	Ended March 31,
Major classes of line items constituting pretax loss from discontinued operations:	2023			2022
Revenues	$	85		$	3,986
Cost of revenues		(191	)		(2,694	)
Selling, general and administrative expense		(162	)		(2,139	)
(Provision) credit for bad debt		—			(91	)
Interest expense		—			(7	)
Other expense		—			(8	)
Pretax loss from discontinued operations		(268	)		(953	)
Income tax expense		—			—
Total loss from discontinued operations	$	(268	)	$	(953	)

Net cash provided by operating activities of discontinued operations for the  three months ended March 31, 2023 was $ 0.6 million.

Net cash provided by investing activities of discontinued operations for the three months ended March 31, 2023 was $0 dollars.

4. REVENUE FROM CONTRACTS WITH CUSTOMERS 

The Electric Power segment provides full service building, maintenance and support to the electrical power distribution, transmission, substation, and emergency response sectors of North America through Front Line Power, and Orbital Power Services. The Telecommunications segment composed of Gibson Technical Services and subsidiaries provides technical implementation, design, maintenance, emergency and repair support services in the broadband, wireless, and outside plant and building technologies.  The Renewables segment, Orbital Solar Services, provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility scale solar and community solar construction.

For our construction contracts, revenue is generally recognized over time. Our fixed price and unit-price construction projects generally use a cost-to-cost input method or an output method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Under the output method, progress towards completion is measured based on units of work completed based on the contractual pricing amounts.  We construct comprehensive revenue calculations based on quantifiable measures of actual units completed multiplied by the agreed upon contract prices per item completed. Revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service.

For certain types of over time revenue jobs, the Company utilizes the right-to-invoice practical expedient. In these instances, we have a right to invoice the customer for an amount that corresponds directly with the value transferred to the customer for our performance completed to date. When this practical expedient is used, we recognize revenue based on billing and calculate any additional revenue earned that is unbilled at the period end. We have contracts which have payment terms dictated by daily or hourly rates where some contracts may have mixed pricing terms which include a fixed fee portion. For contracts in which we charge the customer a fixed rate based on the time or materials spent during the project, we recognize revenue in the amount to which we have the right to invoice, which corresponds to the value transferred to the customer. 

For any job where the customer does not simultaneously receive and consume the benefits of our performance as we perform the service, the timing of revenue recognition also depends on the payment terms of the contract. For those contracts for which we have a right to payment for performance completed to date at all times throughout our performance, inclusive of a cancellation, we recognize revenue over time. As discussed above, these performance obligations use a cost-to-cost input method or output method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. However, for those contracts for which we do not have a right, at all times, to payment for performance completed to date and we are not enhancing a customer-controlled asset, we recognize revenue at the point in time when control is transferred to the customer.

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

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

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

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

At times, customers may request changes that either amend, replace or cancel existing contracts. Judgment is required to determine whether the specific facts and circumstances within the contracts require the changes to be accounted for as a separate contract or as a modification. Generally, contract modifications containing additional goods and services that are determined to be distinct and sold at their stand-alone selling price are accounted for as a separate contract. For contract modifications where goods and services are not determined to be distinct and sold at their stand-alone selling price, the original contract is updated and the required adjustments to revenue and contract assets, liabilities, and other accounts will be made accordingly.

Accounts Receivable, Contract Assets and Contract Liabilities

Accounts receivable are recognized in the period when our right to consideration is unconditional. We also assess our customer's ability and intention to pay, which is based on a variety of factors, including our historical payment experience with and the financial condition of our customers.

Payment terms and conditions vary by contract, and are within industry standards across our business lines. Accounts receivable are recognized net of an allowance for doubtful accounts.

The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenue recognized under the output method or input cost-to-cost method exceeds the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Also included in contract assets are retainage receivables and amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders or modifications in dispute or unapproved as to both scope and/or price or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the Condensed Consolidated Balance Sheets.

Contract liabilities from our construction contracts occur when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost or output method measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts and provision for future contract losses for those contracts estimated to close in a gross loss position. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue.

Balances and activity in the current contract liabilities as of and for the three months ended March 31, 2023 and 2022 was as follows:

	For the Three Months
	Ended March 31,
(in thousands)	2023			2022
Total contract liabilities - beginning of period	$	10,218		$	6,503
Other contract additions, net		1,701			6,905
Change in provision for loss		(3,567	)		—
Revenue recognized		(5,652	)		(6,938	)
Total contract liabilities - end of period	$	2,700		$	6,470

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Performance Obligations

Remaining Performance Obligations

Remaining performance obligations represents the transaction price of contracts with customers for which work has not been performed and excludes unexercised contract options and potential orders under ordering-type contracts. As of March 31, 2023, the Company's remaining performance obligations are generally expected to be filled within the next 12 months. For the contracts that are greater than 12 months the Company has approximately $142.2 million in the aggregate of future revenue related to remaining performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2023. 

Any adjustments to net revenues, cost of revenues, and the related impact to operating income are recognized as necessary in the period they become known. These adjustments may result from positive program performance and may result in an increase in operating income during the performance of individual performance obligations, if we determine we will be successful in mitigating risks surrounding the technical, schedule and cost aspects of those performance obligations. Likewise, these adjustments may result in a decrease in operating income if we determine we will not be successful in mitigating these risks. Changes in estimates of net revenues, cost of revenues and the related impact to operating income are recognized on a cumulative catch-up basis in the period they become known, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation's percentage of completion. A significant change in one or more of these estimates could affect the profitability of one or more of our performance obligations. 

Performance Obligations Satisfied Over Time

To determine the proper revenue recognition method for our contracts satisfied over time, we evaluate whether a single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to separate the single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period.

For most of our contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability (even if that single project results in the delivery of multiple units). Hence, the entire contract is accounted for as one performance obligation. Less commonly, however, we may promise to provide distinct goods or services within a contract in which case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. We infrequently sell standard products with observable standalone sales. In cases where we do, the observable standalone sales are used to determine the standalone selling price. More frequently, we sell a customized customer specific solution, and in these cases, we typically use the output method or the expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.

Variable Consideration

The nature of our contracts gives rise to several types of variable consideration. In rare instances, we include in our contract estimates, additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably, and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. These amounts are included in our calculation of net revenue recorded for our contracts and the associated remaining performance obligations. Additionally, if the contract has a provision for liquidated damages in the case that the Company misses a timing target, or fails to meet any other contract benchmarks, the Company accounts for those estimated liquidated damages as variable consideration and will adjust revenue accordingly with periodic updates to the estimated variable consideration as the job progresses. Liquidated damages are recognized as variable consideration and are estimated based on the most likely amount that is deemed probable of realization.

Two large solar projects have liquidated damages included within their customer contracts. In the event of a delay in the achievement of project milestones, the contracts specify the dollar amount of delay damages owed each day past the agreed upon milestone date. These delay liquidated damages are capped at 15% of the project contract price. During Q4 2022, the estimated completion dates on these two large solar projects were pushed passed milestone due dates in which the Company is contractually obligated to meet. As a result of these delays, the Company recorded liquidated damages as variable consideration, reducing the contract price on these two projects by a total of $17.1 million in 2022. This reduction in contract price along with additional estimated costs to complete the projects resulted in a catch-up adjustment to reduce revenue recorded year-to-date in 2022 by $21.4 million dollars. The customer on these two solar projects has the right to invoice, but as of May 15, 2023, has not yet sent an invoice for liquidated damages. Although the Company accrued for these liquidated damages in 2022, there is a possibility that some or all of the $17.1 million in liquidated damages could be reversed in future years if the customer does not invoice for these damages or if a legal settlement is reached.

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Significant Judgments

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

At times, customers may request changes that either amend, replace or cancel existing contracts. Judgment is required to determine whether the specific facts and circumstances within the contracts require the changes to be accounted for as a separate contract or as a modification. Generally, contract modifications containing additional goods and services that are determined to be distinct and sold at their stand-alone selling price are accounted for as a separate contract. For contract modifications where goods and services are not determined to be distinct and sold at their stand-alone selling price, the original contract is updated and the required adjustments to revenue and contract assets, liabilities, and other accounts will be made accordingly.

Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately rather than together may require significant judgment. For, example, we consider many of our contracts that coordinate multiple products into an integrated system to be a single performance obligation, while the same products would be considered separate performance obligations if not so integrated.

In contracts where there are timing differences between when we transfer a promised good or service to the customer and when the customer pays for that good or service, we have determined that, our contracts do not include a significant financing component.

The following table presents the Company's revenues disaggregated by the type of customer:

	For the Three Months								For the Three Months
	Ended March 31, 2023								Ended March 31, 2022
(in thousands)	Electric Power		Telecommunications		Renewables		Total		Electric Power		Telecommunications		Renewables		Total
Utilities	$	36,808	$	214	$	—	$	37,022	$	39,251	$	—	$	—	$	39,251
Telecommunications		133		26,745		—		26,878		—		16,095		—		16,095
Renewables		—		—		14,929		14,929		—		—		14,464		14,464
Other		1,357		—		—		1,357		444		—		—		444
Total revenues	$	38,298	$	26,959	$	14,929	$	80,186	$	39,695		16,095	$	14,464	$	70,254

The following table presents the Company's revenues disaggregated by type of contract:

	For the Three Months								For the Three Months
	Ended March 31, 2023								Ended March 31, 2022
(in thousands)	Electric Power		Telecommunications		Renewables		Total		Electric Power		Telecommunications		Renewables		Total
Cost-plus contracts	$	15,268	$	—	$	—	$	15,268	$	17,237	$	112	$	—	$	17,349
Fixed price contracts		6,187		1,291		14,929		22,407		7,742		2,319		14,464		24,525
Unit price contracts		16,843		25,668		—		42,511		14,716		13,664		—		28,380
Total revenues	$	38,298	$	26,959	$	14,929	$	80,186	$	39,695	$	16,095	$	14,464	$	70,254

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5. INVENTORIES

Inventories consist of raw materials and work-in-process and and are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method as a cost flow convention or through the moving average cost method. At March 31, 2023 and December 31, 2022, inventory by category is valued net of reserves and consists of:

	As of March 31,		As of December 31,
(in thousands)	2023		2022
Raw materials	$	1,706	$	1,338
Work-in-process		151		353
Total inventories	$	1,857	$	1,691

6. INVESTMENTS

The Company has a minority ownership in Virtual Power Systems ("VPS"). The VPS investment basis at March 31, 2023 and December 31, 2022 was $1.1 million and $1.1 million, respectively, as reflected on the condensed consolidated balance sheets. The investment is held at March 31, 2023 under the cost method of accounting for investments. 

7. LEASES

Operating leases

Consolidated total operating lease costs were $1.6 million for the three months ended March 31, 2023 and $1.8 million for the three months ended March 31, 2022 and are included in cost of sales; selling, general and administrative expense; and other income (expense), on the condensed consolidated statement of operations. 

Future minimum operating lease obligations at March 31, 2023 are as follows for the years ended December 31:

(in thousands)
2023 (remaining period)	$	4,212
2024		4,619
2025		3,118
2026		2,616
2027		1,963
Thereafter		1,815
Interest portion		(2,672	)
Total operating lease obligations	$	15,671

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Total lease cost and other lease information is as follows:

	For the Three Months Ended March 31,
(in thousands)	2023			2022
Operating lease cost	$	1,591		$	1,623
Short-term lease cost		62			59
Variable lease cost		71			251
Sublease income		(129	)		(129	)
Total lease cost	$	1,595		$	1,804

Other information - Operating leases (in thousands)	For the Three Months Ended March 31,
	2023			2022
Cash paid for amounts included in the measurement of lease obligations:
Operating cash flows used in operating leases	$	(1,526	)	$	(1,635	)
Right-of-use assets obtained in exchange for new operating lease obligations	$	240		$	3,172
Weighted-average remaining lease term - operating leases (in years)		4.5			4.5
Weighted-average discount rate - operating leases		7.1	%		7.1	%

Variable lease costs primarily include common area maintenance costs, real estate taxes and insurance costs passed through to the Company from lessors.

Financing leases

Consolidated total financing lease costs were $1.2 million and $1.5 million for the three months ended March 31, 2023 and 2022 and are included in depreciation in cost of sales and interest expense.

Future minimum finance lease obligations at March 31, 2023 are as follows for the years ended December 31:

(in thousands)
2023 (remaining period)	$	4,658
2024		5,336
2025		1,945
2026		946
2027		48
Thereafter		—
Interest portion		(1,188	)
Total financing lease obligations	$	11,745

Total financing lease costs are as follows:

	For the Three Months Ended March 31,
(in thousands)	2023		2022
Depreciation of financing lease assets	$	1,016	$	1,308
Interest on lease liabilities		199		241
Total finance lease cost	$	1,215	$	1,549

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Other information - Financing leases	For the Three Months Ended March 31,
(in thousands)	2023			2022
Cash paid for amounts included in the measurement of lease obligations:
Operating cash flows from financing leases	$	(199	)	$	(241	)
Financing cash flows from financing leases	$	(1,310	)	$	(1,212	)
Right-of-use assets obtained in exchange for new financing lease obligations	$	67		$	837
Weighted-average remaining lease term - financing leases (in years)		2.4			2.8
Weighted-average discount rate - finance leases		6.5	%		6.5	%

8. STOCK-BASED COMPENSATION AND EXPENSE

All common stock share and per share data reflects the reverse stock split effective April 21, 2023, as described in Note 19 Subsequent Events, Reverse stock split.

Through December 31, 2021, the Company had been vesting a series of stock appreciation rights (SARS) to be settled in cash to certain executives. The SARS were considered liability-classified awards meaning their fair-values were remeasured at the end of each reporting period using a binomial lattice model and any changes in fair value for the vesting periods to-date were recorded through the income statement with a corresponding liability accrued on the balance sheet. Since December 31, 2021, the SARS have been exchanged for restricted stock units (RSUs) on the modification date of January 14, 2022 as approved by the Board of Directors. To account for this exchange, the company revalued the SARS as of the modification date of January 14, 2022 using the binomial lattice model and recorded changes in the vested value since December 31, 2021 as an adjustment to the income statement. The Company then reclassified the SARS accrued liability to APIC for new RSUs and recognized incremental expense. Shares deemed vested at the modification date were released and issued net of tax in March 2022. The SARS that converted to RSUs, were added to the Company's existing RSU program. The company recorded $0.6 million of expense for RSUs for the three months ended March 31, 2023.

Restricted Stock

In  March 2021, the Company granted 3 million restricted shares with an aggregate fair value of $16.4 million with a graded vesting schedule. One-third of which were vested in  April 2021, one-third of which were due to vest in  April 2022, and one-third of which were due to vest in  April 2023. The Company recorded zero and a net credit of $3.9 million, respectively, to compensation expense related to the forfeiture of these grants in the three months ended March 31, 2023 and March 31, 2022 respectively. The credit to compensation expense in the first three months of 2022 was due to a $5.2 million reversal of expense related to the forfeiture of the unvested restricted stock upon the termination of an employee as of March 31, 2022. 

Restricted Stock Units

	Number of restricted shares			Weighted-average grant date fair value
Non-vested shares, beginning of year		104,094		$	55.35
Granted		—			—
Vested		(14,802	)		78.70
Forfeited		(2,147	)		106.08
Non-vested shares, end of year		87,145		$	50.13

9. WARRANTS

All common stock share and per share data reflects the reverse stock split effective April 21, 2023, as described in Note 19 Subsequent Events, Reverse stock split.

On April 28, 2022, the Company entered into a Securities Purchase Agreement with an institutional investor. The Purchase Agreement provides for the sale and issuance by the Company of an aggregate of: (i) 225,000 shares of the Company’s common stock, $0.001 par value, (ii) pre-funded warrants to purchase up to 178,847 shares of Common Stock and (iii) accompanying warrants to purchase up to 403,846 shares of Common Stock. The offering price per share and associated prefunded warrants was $52.00 for the shares and $51.996 for the prefunded warrants. The prefunded warrants were immediately exercisable, had an exercise price of .004 and were exercised during the three months ended June 30, 2022.

The accompanying warrants have an exercise price of $52.40, and will be exercisable 6-months after their date of issuance and will expire on the fifth anniversary of the original issuance date.

Common stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging - Contracts in Entity's Own Equity (ASC Topic 815), as either derivative liabilities or equity instruments depending on the specific terms of the warrant agreement.

The Company’s warrants are considered to be derivative warrants, are classified as liabilities, and are recorded at fair value. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the consolidated statements of operations. The Company uses the Black-Scholes pricing model to estimate the fair value of the related derivative warrant liability. The warrants are classified as Level 3 liabilities (see Note 12 for fair value disclosures.)

Warrants outstanding and warrant activity for the three months ended March 31, 2023 is as follows:

Description	Classification	Exercise Price		Expiration Date	Balance December 31, 2022		Warrants Issued		Warrants Exercised		Warrants Expired		Balance March 31, 2023
Warrants	Liability	$	52.40	April 2027		403,846		-		-		-		403,846
Total						403,846		-		-		-		403,846

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10. SEGMENT REPORTING

Operating segments are defined in accordance with ASC 280-10 as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The measurement basis of segment profit or loss is income (loss) from operations. Management has identified five operating segments based on the activities of the Company in accordance with ASC 280-10. These operating segments have been aggregated into three reportable segments. The three reportable segments are Electric Power, Telecommunications, and Renewables and an Other category. 

The Electric Power segment consists of Front Line Power Construction, LLC, Orbital Power, Inc. and Eclipse Foundation Group. The segment provides comprehensive solutions to customers in the electric power industries. 

The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired  April 13, 2021). GTS is an Atlanta-based telecommunications company providing diversified telecommunications services nationally since 1990 and is the parent of the following companies: IMMCO, Inc., Full Moon Telecom, and Coax Fiber Solutions, LLC.

The Renewables segment consists of Orbital Solar Services based in Raleigh, North Carolina. Orbital Solar Services provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility-scale solar construction. The Company serves a wide variety of project types, including commercial, substation, solar farms and public utility projects.

The Other category is made up primarily of the Company's corporate activities. This category does not include any operating segments and does not generate revenue. 

The following information represents segment activity for the three months ended March 31, 2023:

(in thousands)	Electric Power		Telecommunications		Renewables			Other			Total
Revenues from external customers	$	38,298	$	26,959	$	14,929		$	—		$	80,186
Depreciation and amortization (1)		3,988		1,232		179			16			5,415
Interest expense		5,852		106		12			5,194			11,164
Income (loss) from operations		2,705		2,826		(4,613	)		(4,195	)		(3,277	)
Expenditures for long-lived assets		297		336		1			6			640

⁽¹⁾  For the Electric Power segment, the Telecommunications segment, and the Renewables segment, depreciation and amortization includes $2.6 million, $0.18 million and $5 thousand respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.

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The following information represents segment activity for the three months ended March 31, 2022:

(in thousands)	Electric Power			Telecommunications		Renewables		Other			Total
Revenues from external customers	$	39,695		$	16,095	$	14,464	$	—		$	70,254
Depreciation and amortization (1)		6,975			1,091		608		16			8,690
Interest expense		4,071			37		2		3,929			8,039
Income (loss) from operations		(711	)		477		428		(1,982	)		(1,788	)
Expenditures for long-lived assets (2)		943			423		—		36			1,402

⁽¹⁾   For the Electric Power segment and the Telecommunications segment, depreciation and amortization includes $3.2 million and $0.2 million respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.

⁽²⁾  Includes purchases of property, plant and equipment and other intangible assets. The Other category includes expenditures for discontinued operations of $10 thousand.

The following information represents selected balance sheet items by segment as of  March 31, 2023:

(in thousands)	Electric Power		Telecommunications		Renewables		Other		Total
Segment assets	$	162,779	$	72,749	$	17,297	$	15,388	$	268,213
Goodwill		—		—		7,006		—		7,006
Other intangible assets, net		83,955		23,705		1,285		—		108,945

The following information represents selected balance sheet items by segment as of December 31, 2022:

(in thousands)	Electric Power		Telecommunications		Renewables		Other		Total
Segment assets	$	167,245	$	67,920	$	18,932	$	17,474	$	271,571
Goodwill		—		—		7,006		—		7,006
Other intangible assets, net		85,355		24,333		1,446		—		111,134

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11. RECENT ACCOUNTING PRONOUNCEMENTS

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects to allow reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any interim period, but it shall be adopted as of the beginning of the fiscal year that includes that interim period. ASU 2023-02 is not expected to have a material effect on our consolidated financial statements.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic) 842: Common Control Arrangements. Topic 842 requires that entities determine whether a related-party arrangement between entities under common control is a lease. If the arrangement is determined to be a lease, an entity must classify and account for the lease on the same basis as an arrangement with an unrelated party. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any interim period, but it shall be adopted as of the beginning of the fiscal year that includes that interim period. ASU 2023-01 is not expected to have a material effect on our consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations to enhance transparency about an entity’s use of supplier finance programs. Under the ASU, the buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a roll-forward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. An entity should also consider whether the existence of a supplier finance program changes the appropriate presentation of the payables in the program from trade payables to borrowings. The amendments in this update were effective for the Company for fiscal periods beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of roll-forward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company did not identify any supplier finance program obligations and the new standard did not have an effect on the Company's financial position or results of operations.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring fair value. It also requires the following disclosures for equity securities subject to the contractual sale restrictions: 1) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; 2) the nature and remaining duration of the restriction(s); and 3) the circumstances that could cause a lapse in the restriction(s). ASU 2022-03 is effective for the fiscal years and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The guidance should be applied prospectively. ASU 2022-03 is not expected to have a material effect on our consolidated financial statements.

On October 28, 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This guidance requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. This standard was designed to provide consistent recognition and measurement guidance for revenue contracts with customers. Legacy guidance requires entities to record contract assets and contract liabilities acquired to be recorded at fair value. The amendments were effective for the Company for fiscal years beginning after December 15, 2022. The Company has not completed any business combinations since the effective date of the new standard therefor, there is no impact on the Company's financial position or results of operations.

12. FAIR VALUE MEASUREMENTS

The Company’s fair value hierarchy for our financial liabilities as of March 31, 2023 and December 31, 2022 was as follows:

(in thousands)
March 31, 2023	Level 1		Level 2		Level 3		Total
Contingent consideration	$	—	$	—	$	570	$	570
Front Line Power Construction seller financed debt, net of discount		—		69,000		—		69,000
Financial instrument liability - related to Syndicated debt		—		—		607		607
Financial instrument liability - related to Front Line Power Construction seller financed debt		—		—		44,785		44,785
Prepaid advance agreement		—		—		—		—
Warrant liability		—		—		1,131		1,131
Total liabilities	$	—	$	69,000	$	47,092	$	116,093

December 31, 2022	Level 1		Level 2		Level 3		Total
Contingent consideration	$	—	$	—	$	570	$	570
Front Line Power Construction seller financed debt, net of discount		—		68,753		—		68,753
Financial instrument liability - related to Syndicated debt		—		—		536		536
Financial instrument liability - related to Front Line Power Construction seller financed debt		—		—		43,693		43,693
Prepaid advance agreement		—		1,829		—		1,829
Warrant liability		—		—		1,777		1,777
Total liabilities	$	—	$	70,582	$	46,575	$	117,158

(in thousands)	Financial Instrument Liability - related to Syndicated debt
Balance at December 31, 2022	$	536
Fair value adjustment to financial instrument liability		71
Balance at March 31, 2023	$	607

(in thousands)	Financial Instrument Liability - related to FLP seller financed debt
Balance at December 31, 2022	$	43,693
Fair value adjustment to financial instrument liability		1,093
Balance at March 31, 2023	$	44,785

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(In thousands)	Warrant Liability
Balance at December 31, 2022	$	1,777
Fair value adjustment to warrant liability		(646	)
Balance at December 31, 2022	$	1,131

See note 16 for more information about the Company's prepaid advance agreement. There were no transfers between Level 3 and Level 2 in the three months ended March 31, 2023 as determined at the end of the reporting period.

13. LOSS PER COMMON SHARE

All common stock share and per share data reflects the reverse stock split effective April 21, 2023, as described in Note 19 Subsequent Events, Reverse stock split.

In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 260 (“FASB ASC 260”), “Earnings per Share,” Basic loss from continuing operations per share, basic income from discontinued operations per share and basic net income (loss) per share that is available to shareholders is computed by dividing the income or loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the respective loss available to common stockholders by the weighted average number of diluted shares outstanding during the period calculated using the treasury stock method. Due to the Company’s loss from continuing operations in the three months ended March 31, 2023 and March 31, 2022, the assumed exercise of stock options, warrants and the unvested restricted stock that would otherwise increase diluted shares using the treasury stock method would have had an antidilutive effect and therefore 5 thousand shares related to stock options, 0.4 million warrants outstanding at March 31, 2023 and 87 thousand shares of restricted stock units were excluded from the computation of diluted net loss per share for the three months ended March 31, 2023 and 5 thousand shares related to stock options outstanding at  March 31, 2022 were excluded for the three months ended March 31, 2022 and zero shares of restricted stock and restricted stock units were excluded from the computation of diluted net loss per share for the three months ended March 31, 2022.  Accordingly, diluted earnings (loss) per share for continuing operations, discontinued operations and net income is the same as basic earnings (loss) per share for continuing operations, discontinuing operations and net loss for the three months ended  March 31, 2023 and 2022.

	For the Three Months
(in thousands, except share and per share amounts)	Ended March 31,
	2023			2022
Loss from continuing operations, net of income taxes	$	(20,257	)	$	(36,670	)
Loss from discontinued operations, net of income taxes		(268	)		(953	)
Net loss	$	(20,525	)	$	(37,623	)
Basic and diluted weighted average number of shares outstanding		4,327,323			2,078,168
Loss from continuing operations per common share - basic and diluted	$	(4.60	)	$	(17.63	)
Loss from discontinued operations per common share - basic and diluted		(0.06	)		(0.46	)
Loss per common share - basic and diluted	$	(4.66	)	$	(18.09	)

14. INCOME TAXES

The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. The Company continues to record a full valuation allowance against the Company's U.S. net deferred tax assets. In future periods, tax benefits and related deferred tax assets will be recognized when management concludes realization of such amounts is more likely than not.

Total net income tax expense of $0.5 million and $0.2 million were recorded to the income tax provision from continuing operations for the three months ended March 31, 2023, and March 31, 2022, respectively, resulting in an effective tax rate of (2.7%) and (0.7%), respectively.  Income tax expense was primarily due to state minimum taxes.

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15. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss are as follows:

(in thousands)	As of March 31, 2023			As of December 31, 2022
Foreign currency translation adjustment	$	(673	)	$	(691	)
Accumulated other comprehensive loss	$	(673	)	$	(691	)

16. NOTES PAYABLE AND LINE OF CREDIT

Notes payable is summarized as follows:

(in thousands)	As of March 31, 2023			As of December 31, 2022
Syndicated debt (1)	$	114,463		$	114,725
Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2)		69,168			69,168
Note Payable - financing notes (3)		887			2,210
Seller Financed notes payable - Reach Construction Group, LLC acquisition (4)		3,480			3,480
Vehicle and equipment loans (5)		2,120			2,014
Non-recourse payable agreements (6)		5,220			10,400
Notes payable - Institutional investor (7)		75,677			60,780
Prepaid Advance agreement (8)		-			1,829
Conditional settlement notes payable agreement (9)		1,500			2,250
Full Moon and CFS - loans to prior owners (10)		23			29
Subtotal		272,538			266,885
Unamortized prepaid financing fees		(20,551	)		(21,649	)
Total long-term debt		251,987			245,236
Less: notes payable, current		(250,711	)		(144,708	)
Notes payable, less current portion	$	1,276		$	100,528

⁽¹⁾ On November 17, 2021, the Company entered into a credit agreement and associated documents (the “Credit Agreement”) with Alter Domus (US), LLC (“Alter Domus”), as administrative agent and collateral agent and various lenders (the “Lenders”) in order to enable the Company to finance the acquisition of Front Line Power Construction, LLC. The Lenders made a Term Loan to Front Line in the initial principal amount of $105,000,000 for the purposes of financing the acquisition and the associated expenses. The term loan initially bears interest at the three-month Adjusted LIBOR Rate, plus the Applicable Margin, of which 2.5% may be paid in-kind. The Term Loan shall be repaid in consecutive quarterly installments of $262,500, and commenced on June 30, 2022. The Credit Agreement provides for mandatory prepayments on the occurrence of events such as sales of assets, Consolidated Excess Cash Flow and Excess Receipts during the term. The credit agreement provides for prepayment premiums (initially 5% on prepayments made in the first 30 months of the term, declining to 1% in the final year of the term). The Term Loan matures on November 17, 2026, subject to acceleration on Events of Default. The interest rate on the term notes at March 31, 2023 was 17.38% with an effective rate of 23.5%. In  November 2022, The Company resolved a dispute with the Syndicated lenders whereby the Syndicated lenders deemed the Company to be in default of its credit agreement due to the Company using proceeds from Front Line Power's operations to pay down $9.5 million of the Company's working capital adjustment with the sellers of Front Line Power. As part of a consent agreement with the lenders, the Company agreed to pay the lenders in a paid-in-kind amount of $10.5 million, which was added to the Syndicated debt balance and included $1.0 million of interest calculated from the date of the first intercompany advance that the Company made. The $10.5 million was added to the original issue discount and will be amortized to interest expense over the life of the loan. At  March 31, 2023 the Company was not in compliance with all debt covenants but is seeking a forbearance on the default, and has reclassified the $96.5 million long-term balance of the term loan net of discount to current liabilities.

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(2)	On November 17, 2021, the Company entered into two unsecured promissory notes, one with Kurt A Johnson, Jr, for $34,256,000 and the second for $51,384,000 with Tidal Power Group LLC. These promissory notes bear interest at a rate of 6% per annum and as modified on April 29, 2022 and December 30, 2022, $20 million was paid on May 6, 2022, $15 million is due on or before April 1, 2023 and the remaining balance is due on May 31, 2023. On December 10, 2021, Kurt A Johnson Jr. received an additional unsecured promissory note in the principal sum of $1,090,000 also with a 6% per annum interest rate in exchange for a reduction of shares issued to Kurt of 400,000. This note was paid off as part of the  May 6, 2022 payment. Additionally in amendments to the note, the Company also agreed to reduce the restriction period under the Tidal Lockup letter from two years to one year and to the extent that if the value of the shares previously issued to Tidal Power were less than $160.00 per share after the effects of the reverse stock split, upon expiration of the restriction period ending April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period ending April 1, 2023, so that the value of his stock consideration is no less than $17,635,228, which is equal to $160.00 per common share after the effects of the reverse stock split. Any shortfall would be made up by issuing Mr. Johnson additional common shares. In 2022, the Company recorded a $26.2 million loss on extinguishment related to these loan modifications. The Company did not make the required cash payments on April 1, 2023 and is in default on the unsecured promissory notes but received a verbal forbearance from the note holders. The Company did not issue make-whole shares upon the April 1, 2023 expiration of the restriction period and effected an agreement to extend the restriction period to September 30, 2023. See Note 19 - Subsequent Events for additional information.
(3)	The Company executes notes payable with First Insurance Funding for the purposes of financing a portion of the Company's insurance coverage. The Company executed a note payable in July 2022 for $3.3 million and one in November 2022 for $0.7 million both at 3.28% interest. These two notes are scheduled to mature in May 2023.
(4)	Includes two seller-financed notes payable, one for $5 million and the second for $1.5 million. In August 2021, the $5 million note was amended from its original 18-month term; the Company paid $1 million in cash and exchanged 3,895 shares of common stock after the effects of the reverse stock split in exchange for an additional $1 million reduction in principal. The new loan had a face value of $2.0 million at a rate of 6% per annum and was recorded based on an estimated market interest rate of 10% per annum with an original issue discount of $48 thousand. The second seller financed note payable is due 36-months from the April 1, 2020 acquisition date. Both notes had an original stated interest rate of 6% per annum. In 2022, the Company filed and served a Federal Civil Complaint asserting various causes-of-action against the holder of the note, including misrepresentations made during the course of negotiating this transaction. Based on that complaint, the evidence contained therein, and the conduct described, the Company reasonably believes that it owes no additional compensation as a result of this transaction and will be making no payments toward this obligation until legal determinations have been made.
(5)	Includes vehicle and equipment loans with interest rates ranging from 0% to 9.15%.
(6)	The Company entered into a non-recourse agreement, which was originated in November 2021 with a face amount of $9.5 million. The Company received net cash proceeds of $6.9 million. The Company recorded a liability of $9.5 million and a debt discount of $2.6 million. Under the terms of the agreement, for the first 12 weeks, the Company made weekly payments of $148 thousand and for the final 20 weeks, the Company was to make payments of $384 thousand. The agreement had no stated interest rate, but the discount and loan origination fees were being amortized based on an 89% interest rate.  In  April 2022, the Company took out three non-recourse agreements for the sale of future revenues in the combined amount of $20.2 million. The Company received approximately $13.3 million after the deduction of an original issue discount and upfront fees. In  April 2022, the Company used part of the proceeds from these non-recourse agreements to pay off the non-recourse note of $4.2 million that was on the balance sheet as of  March 31, 2022 and recorded a loss on extinguishment of $0.4 million. The loans vary in length from 26 to 48 weeks. The Company paid off the smallest of the three notes in  June 2022 and recorded a loss on extinguishment of $0.1 million. Discounts on the remaining agreements were being amortized based on an effective interest rate of 88% and were scheduled to mature in the first quarter of 2023. In December 2022, The Company refinanced the remaining two agreements and recorded a loss on extinguishment of $0.5 million. As part of the refinancing, the Company took out three new agreements with a combined face amount of $11.4 million, which included combined original issue discounts of $3.6 million. Payments are $260 thousand per week until the agreements mature in October 2023, and the discounts were being amortized at a 94% effective interest rate. In February 2023, in order to remove certain liens associated with these obligations, proceeds from a new note with the institutional investor in item 7 below, were used to pay down an additional amount toward these three collective agreements of $1.8 million which created a new weighted-average effective interest rate across the three agreements of 164% and will cause the agreements to be paid off by the end of August 2023, prior to the original maturity. The combined carrying value of the agreements net of the approximately $1.4 million of original issue discounts at March 31, 2023 was $3.8 million.

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(7)	On  December 20, 2021, the Company completed a note payable agreement with an institutional investor, as replaced on February 24, 2023, to surrender the original Unsecured Note with a Secured Promissory Note, with a face amount of $14.9 million and a stated interest rate of 9.0%. As part of the cancellation of the old note, the company recognized a $94 thousand loss on extinguishment. We may prepay all or a portion of the outstanding obligations under the note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months from the purchase price date of the new note, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the "Redemption Amount") subject to the monthly maximum redemption amount of $1.25 million per calendar month, by providing Company with a "Redemption Notice". This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting March 2023. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in March and recorded liquidated damages in other expense in the amount of $.4 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $15.4 million as of March 31, 2023.  On December 9, 2022, the Company entered into a Forbearance and Investment Agreement with the same institutional investor and its successors and/or assigns pursuant to which the Company issued a Secured Promissory Note in the face amount of $42.1 million. The note reflects the cancellation of $36.7 million of obligations under certain prior promissory notes issued to the institutional investor and $5,000,000 of additional funds made available to the Company.  As part of the cancellation of the former debt, the Company recorded a loss on extinguishment of $1.3 million in December of 2022. The new note carries an original issue discount of $350,000 and reimbursement of investor’s transactional expenses of $50,000, which are included in the initial principal balance of the new note. The note bears interests at nine percent 9% per annum and has a maturity date of 18 months after its issuance date of December 9, 2022. We may prepay all or a portion of the outstanding obligations under the new note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months from the purchase price date of the new note, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the "Redemption Amount") subject to the monthly maximum redemption amount of $2.5 million per calendar month, by providing Company with a "Redemption Notice". This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting December 2022. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in January, February and March of 2023 and recorded liquidated damages in other expense in the amount of $3.4 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $48.6 million as of March 31, 2023. On March 6, 2023, the Company entered into an Amended and Restated Secured Promissory Note, which was a replacement and substitution for a Secured Promissory Note issued to the institutional investor by the Company on February 1, 2023. The restated note has a face value of up to $20.9 million, a 9% stated interest rate, and carries an original issue discount of up to $2.9 million, of which, $.3 million was already earned as of the restatement date due to original cash draws received of $4.25 million and $1.5 million was associated with a restructuring fee. Additional draws are not to exceed $13.8 million and are subject to draw conditions. The outstanding balance shall be repaid on or before June 30, 2023 provided that no draws are advanced to the Company after June 27, 2023. Draws on this note through March 31, 2023 total $9.75 million in cash proceeds. This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting March 2023. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in March and recorded liquidated damages in other expense in the amount of $.3 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $10.6 million as of March 31, 2023. Pursuant to the restated note, the investor agreed to forebear from calling certain defaults against the Company applicable to all three of the outstanding notes prior to June 30, 2023. The agreement contains milestone events and deadlines which require the Company to pursue divestment of certain businesses in 2023 or incur penalties. Refer to the Company's Current Report on Form 8-K dated March 13, 2023 for further details.
(8)	On August 18, 2022, the Company entered into a Prepaid Advance Agreement (the “PPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $5.0 million from Yorkville (or such greater amount that the parties may mutually agree) (the “Pre-Paid Advance”), with a limitation on outstanding Pre-Paid Advances of $5.0 million and an aggregate limitation on the Pre-Paid Advances of $50.0 million. Each such Pre-Paid Advance will be offset upon the issuance of the Company’s common stock, par value $0.001 per share (“Common Stock”) to Yorkville at a price per share equal to the lower of: (a) a price per share equal to $0.01 above the market price on The Nasdaq Global Select Market (“Nasdaq”) as of the trading day immediately prior to the date of each closing (the “Fixed Price”), or (b) 96% of the lowest daily volume weighted average price of our Common Stock on Nasdaq during the five (5) trading days prior to each conversion date (the “Market Price” and the lower of the Fixed Price and the Market Price shall be referred to as the “Purchase Price”); however, in no event shall the Purchase Price be less than $8.00 per share after the effects of the reverse stock split. The Company elected the fair value option for this agreement with the debt being marked to market on a quarterly basis. The discount was amortized through interest expense over the life of the loan. The note had an original maturity date of October 27, 2022, which was extended to February 2023 in October 2022 and was paid off and has no carrying balance as of March 31, 2023.
(9)	In October 2020, the Company entered into a conditional settlement agreement with a subcontractor as amended to make payments of $3.5 million, of which $2.6 million is at zero interest, $0.9 million is at 5% interest and the total term of the agreement was amended to be two and a half years. The Company made a $500,000 payment in the fourth quarter of 2021, $500,000 in payments in the first quarter of 2022, a $250,000 payment in the fourth quarter of 2022, and $750,000 in payments in the first quarter of 2023. The Company was scheduled to make the final payment of $1.5 million plus accrued interest in April 2023 but amended the agreement in April 2023 to adjust the maturity to June 2023. The amendment also applies a 5% interest rate from the date of the amendment to the outstanding principal balance which was $1.5 million as of March 31, 2023.
(10)	Represents Coax Fiber Solutions opening balance sheet loans to prior Coax Fiber Solutions owners.

Line of Credit

On  August 19, 2021, the Company's GTS subsidiary entered into a $4.0 million variable rate line of credit agreement. Interest accrues at a rate of 2.05% over the Daily Simple Secured Overnight Financing Rate ("SOFR") index rate. In November 2022, the maturity date for the line of credit was extended to November 2023. At March 31, 2023 the Company had a $4.0 million outstanding balance on the line of credit and zero dollars were available for borrowing. Collateral on the line of credit includes inventory, accounts receivable, equipment and general intangibles. The line of credit agreement includes certain affirmative covenants, all of which the Company was in compliance with as of March 31, 2023.

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17. CONCENTRATIONS

The Company’s major product lines in 2022 and 2023 were electric power transmission and distribution maintenance and service, utility-scale solar construction projects and telecommunications maintenance and service.

The Company had the following revenue concentrations by customer greater than 10% of consolidated revenue:

	For the Three Months Ended March 31,
Customer	2023			2022
Customer 1	19		%		28	%
Customer 2		17	%		<10%
Customer 3	16		%		19	%
Customer 4		15	%	14		%
Total concentrations		67	%		61	%

The Company did not have geographic revenue concentrations outside the U.S.A. greater than 10% of consolidated revenue.

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The Company had the following gross trade accounts receivable concentrations by customer greater than 10% of gross trade accounts receivable:

	As of March 31,			As of December 31,
Customer	2023			2022
Customer 1		18	%		26	%
Customer 2		22	%		21	%
Customer 3		<10%			11	%
Customer 4	16		%		14	%
Total concentrations		56	%		72	%

The Company did not have geographic concentrations outside of the U.S.A. greater than 10% of gross trade accounts receivable.

For the three months ended March 31, 2023, the Company had no supplier concentrations.  For the three months ended March 31, 2022, the Company had one supplier concentration of approximately 12% in the Renewables segment.

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18. COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company may be involved in certain legal actions arising from the ordinary course of business. While it is not feasible to predict or determine the outcome of these matters, we do not anticipate that any of these matters, or these matters in the aggregate, will have a material adverse effect on the financial position or results of operations.

Off-Balance Sheet Arrangements - Performance and Payment Bonds and Parent Guarantees

In the ordinary course of business, Orbital Infrastructure Group and its subsidiaries are required by certain customers to provide performance and payment bonds for contractual commitments related to their projects. These bonds provide a guarantee to the customer that the Company will perform under the terms of a contract and that the Company will pay its subcontractors and vendors. If the Company fails to perform under a contract or to pay its subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for expenses or outlays it incurs. Certain bonds are for open-ended contracts with multiple work orders so the value may increase as the work progresses and more work orders are started. The bonds will remain in place as the Company completes projects and resolves any disputed matters with the customers, vendors and subcontractors related to the bonded projects. As of March 31, 2023, the total amount of the outstanding performance and payment bonds was approximately $5.0 million. In addition, the Company had letters of credit outstanding of $1.5 million as of March 31, 2023.

Additionally, from time to time, we guarantee certain obligations and liabilities of our subsidiaries that may arise in connection with, among other things, contracts with customers, equipment lease obligations, and contractor licenses. These guarantees may cover all of the subsidiary’s unperformed, undischarged and unreleased obligations and liabilities under or in connection with the relevant agreement. For example, with respect to customer contracts, a guarantee may cover a variety of obligations and liabilities arising during the ordinary course of the subsidiary’s business or operations, including, among other things, warranty and breach of contract claims, third-party and environmental liabilities arising from the subsidiary’s work and for which it is responsible, liquidated damages, or indemnity claims.

Contingent Liabilities

Orbital Infrastructure Group, Inc. is occasionally party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, negligence or gross negligence and/or property damages, wage and hour and other employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief.

The Company recently filed and served a federal civil complaint in the United States District Court for the Northern District of Texas – Dallas Division against the former owner of Reach Construction Group LLC (“Reach”).  The complaint alleges, among other things, misrepresentations and misconduct committed by the former owner in conjunction with the purchase and sale of Reach to Orbital Infrastructure Group, Inc.  Based on the information and evidence contained in the complaint, the Company reasonably believes that it owes no more compensation to the former owner and is seeking return of certain funds already paid and relief of certain debt and accruals currently on the balance sheet.

The Company and its subsidiary, OSS, were involved in a contract dispute with Jingoli Power (“Jingoli”) regarding the Joint Venture between Jingoli and OSS for construction of the Black Bear and Happy - Lightsource BP Projects.  The Company contends that Jingoli unjustifiably and without proper authority took over management and control of the two projects and that, as a direct result of Jingoli’s mismanagement, the projects have suffered significant losses. The Company has disclosed and accrued losses including liquidated damages for both projects and entered into a settlement agreement in April 2023 which is discussed further in Note 19 - Subsequent Events.

Regarding all lawsuits, claims and proceedings, Orbital Infrastructure Group, Inc. records a reserve when it is probable that a liability has been incurred and the loss can be reasonably estimated. In addition, Orbital Infrastructure Group, Inc. discloses matters for which management believes a material loss is at least reasonably possible. None of these proceedings are expected to have a material adverse effect on Orbital Infrastructure Group, Inc.’s consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

Financial Instrument Liabilities

Seller Financed debt - financial instrument

To the extent that the fair value of the shares of common stock previously issued to Tidal Power are less than $28,852,844 upon expiration of the restriction period on  April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares of common stock are equal to no less than  the original $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period on  April 1, 2023 so that the value of his stock consideration is no less than $17,635,228. Any shortfall would be made up by issuing Mr. Johnson additional common shares.  The fair value of this liability at March 31, 2023 was $44.8 million. The Company did not issue make-whole shares upon the April 1, 2023 expiration of the restriction period and effected an agreement to extend the restriction period to September 30, 2023. See Note 19 - Subsequent Events for additional information and see Note 12 for additional information on this financial instrument.

Syndicated debt - subscription agreement financial instrument

To the extent that the Company issues shares of its common stock at a price less than the current reference price, the Company is obligated to issue additional shares to the syndicated lenders based on formulas included in their subscription agreements. When additional shares are issued to the lenders the reference price is reset. The reference price was $6.00 per share at March 31, 2023 after the effect of the reverse stock split. The financial instrument liability had a fair value of $0.6 million at March 31, 2023. See Note 12 for additional information on this financial instrument.

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19. SUBSEQUENT EVENTS

Reverse Stock Split

On April 18, 2023, the Company held a special meeting (the “Special Meeting”) of stockholders of the Company. At the Special Meeting, the Company’s shareholders voted to approve an amendment to the Company’s Certificate of Formation to effect a reverse stock split of the Company’s outstanding common stock (the “Reverse Stock Split”) at a ratio ranging from any whole number between 10-for-1 and 40-for-1, subject to, and as determined, by the board of directors.

Following the Special Meeting, the board of directors of the Company approved a 1-for-40 Reverse Stock Split. The Reverse Stock Split became effective on April 21, 2023.

Upon effectiveness of the Reverse Stock Split, every 40 shares of common stock were automatically combined and converted into one share of common stock. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants.

Shareholders who were entitled to receive fractional share interests of common stock in connection with the Reverse Stock Split (the “Fractional Shareholders”), had their fractional interest rounded up to the nearest whole number of shares (the “Rounded Up Shares”). The determination as to whether the Rounded Up Shares were issuable was based on the total number of shares of common stock that were being exchanged that were held by such Fractional Shareholder, not upon each share of common stock being exchanged.

The purpose of the Reverse Stock Split was to increase the per share trading price of our common stock on the Nasdaq Capital Market to regain compliance with the Bid Price Rule. On May 8, 2023, the Company received a letter from Nasdaq confirming that our common stock had regained compliance with the Bid Price Rule, and as a result, our common stock continues to trade on the Nasdaq Capital Market.

It remains, that the Company is still deficient with the Market Value of Listed Securities (“MVLS”) requirement, as set forth in Nasdaq Listing Rule 5810(c)(3)(C), and has until June 26, 2023 to regain compliance.

Front Line Seller Restriction Period Amendment

On April 1, 2023 the Company, and Tidal Power Group, LLC and Kurt Johnson, collectively referred to as the Front Line Sellers , agreed to amend the restriction period under the Tidal Lockup Letter and Johnson Lockup Letter to be from the Closing until September 30, 2023. All other existing terms remain in full force.

Settlement with Jingoli Power

In April 2023, the Company entered into a settlement agreement with Jingoli Power, LLC (JPOW), under which the Company agreed to pay $34 million dollars and JPOW, upon being paid the entire settlement amount, will bear all costs associated with completing the Black Bear and Happy solar projects.

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

Important Note about Forward-Looking Statements

The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements as of March 31, 2023 and notes thereto included in this document and the audited consolidated financial statements in the Company’s 10-K filing for the period ended December 31, 2022 and the notes thereto. In addition to historical information, the following discussion and other parts of this Form 10-Q contain forward-looking information that involves risks and uncertainties. The Company’s actual results could differ materially from those anticipated by such forward-looking information due to factors discussed elsewhere in this Form 10-Q.

The statements that are not historical constitute “forward-looking statements.” Said forward-looking statements involve risks and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements, expressed or implied by such forward-looking statements. These forward-looking statements are identified by their use of such terms and phrases as "expects,” “intends,” “goals,” “estimates,” “projects,” “plans,” “anticipates,” “should,” “future,” “believes,” and “scheduled.”

The variables which may cause differences include, but are not limited to, the following: general economic and business conditions; changes in regulatory environment; extraordinary external events such as the pandemic health event resulting from COVID-19; competition; success of operating initiatives; operating costs; advertising and promotional efforts; the existence or absence of adverse publicity; changes in business strategy or development plans; the ability to retain management; availability, terms and deployment of capital; business abilities and judgment of personnel; availability of qualified personnel; labor and employment benefit costs; availability and costs of raw materials and supplies; and changes in, or failure to comply with various government regulations. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate; therefore, there can be no assurance that the forward-looking statements included in this Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any person that the objectives and expectations of the Company will be achieved.

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Overview

Orbital Infrastructure Group is a diversified infrastructure services company serving customers in the electric power, telecommunications, and renewable markets. The Company is dedicated to maximizing shareholder value through greenfield development and the acquisition of, and investment in successful, entrepreneurial led companies to profitably grow revenues by providing end-to-end solutions to customers, primarily in the renewable, electric power transmission and distribution, and telecommunications infrastructure markets. The Company is organized in three segments. The Electric Power segment consists of Front Line Power Construction, LLC based in Houston, Texas, Orbital Power, Inc. based in Dallas, Texas, and Eclipse Foundation Group. The segment provides comprehensive infrastructure solutions to customers in the electric power industry. Services performed by Front Line Power and Orbital Power, Inc. generally include but are not limited to the engineering, design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities as well as emergency restoration services. Eclipse Foundation Group, which began operations in January 2021, is a drilled shaft foundation construction company that specializes in providing services to the electric transmission and substation, industrial, telecommunication and disaster restoration market sectors, with expertise performing services in water, marsh and rock terrains. In the third quarter of 2022, in order to streamline operations, the Eclipse business was integrated into Front Line Power Construction, LLC, and ceased to be a separate business unit.

The Telecommunications segment consists of Gibson Technical Services (GTS) along with its subsidiaries IMMCO, Inc. based in Atlanta, Georgia and Full Moon Telecom, LLC based in Florida. GTS provides engineering, design, construction, and maintenance services to the broadband and wireless telecommunication industries and was acquired by the Company effective April 13, 2021. IMMCO, Inc. provides enterprise solutions to the cable and telecommunication industries and was acquired by the Company effective July 28, 2021. Full Moon Telecom, LLC provides telecommunication services including an extensive array of wireless service capabilities and was acquired by the Company effective October 22, 2021. Coax Fiber Solutions was acquired as of March 7, 2022, and is a Georgia based GDOT Certified contractor specializing in Aerial Installation, directional drilling, trenching, plowing, and missile crews for telecommunications, power, gas, water, CCTV, ATMS, and traffic signal cable installation.

Orbital Solar Services, LLC (OSS), based in Raleigh, North Carolina, makes up the Renewables segment. OSS provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility-scale solar construction. 

The Company has experienced rapid growth through organic growth and acquisitions as the Company benefits from its 2021 investments and acquisitions and as the economy continues to emerge from the COVID-19 induced slowdown. First quarter 2023 revenue was 14% greater than the Company's total revenue from the first quarter of 2022. The Company's results were negatively affected by a combined $15.2 million in interest expense and liquidated damages associated with the Company's debt.

During the three months ended March 31, 2023, Orbital Infrastructure Group, Inc. had a consolidated net loss of $20.5 million compared to a consolidated net loss in the three months ended March 31, 2022, of $37.6 million. The greater net loss for the three months ended March 31, 2022, was primarily the result of the $25.3 million loss on extinguishment of debt related to the Company's seller-financed debt on the November 2021 Front Line Construction acquisition, partially offset by a $5.2 million gain on the forfeiture of restricted stock by a Renewable segment executive. Revenues from continuing operations increased for the three months ended March 31, 2023, primarily due to continued growth in the Telecommunications segment.

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Continuing Results of Operations

The following tables set forth, for the period indicated, certain financial information regarding revenue and operating results by segment.

For the three months ended March 31, 2023:

(dollars in thousands)	Electric Power		Percent of Segment Revenues			Telecommunications		Percent of Segment Revenues			Renewables			Percent of Segment Revenues			Other			Percent of Segment Revenues			Total			Percent of Total Revenues
	$		%			$		%			$			%			$			%			$			%
Revenues	$	38,298		100.0	%	$	26,959		100.0	%	$	14,929			100.0	%	$	—			—	%	$	80,186			100.0	%
Income (loss) from operations	$	2,705		7.1	%	$	2,826		10.5	%	$	(4,613	)		(30.9	)%	$	(4,195	)		—	%	$	(3,277	)		(4.1	)%

For the  three months ended March 31, 2022:

(dollars in thousands)	Electric Power			Percent of Segment Revenues			Telecommunications		Percent of Segment Revenues			Renewables		Percent of Segment Revenues			Other			Percent of Segment Revenues			Total			Percent of Total Revenues
	$			%			$		%			$		%			$			%			$			%
Revenues	$	39,695			100.0	%	$	16,095		100.0	%	$	14,464		100.0	%	$	—			—	%	$	70,254			100.0	%
Income (loss) from operations	$	(711	)		(1.8	)%	$	477		3.0	%	$	428		3.0	%	$	(1,982	)		—	%	$	(1,788	)		(2.5	)%

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Revenue

The revenues for the three months ended March 31, 2023, increased compared to the 2022 comparable period primarily due to the ramp up of Rural Digital Opportunity Fund ("RDOF") projects associated with the Telecommunications segment. RDOF is an initiative designed to bring broadband and voice service to millions of unserved homes and small businesses in rural parts of the United States. GTS has partnered with a key customer on both state and federally-funded RDOF projects which are in their early stages and are expected to continue over the next five to six years.

The Electric Power Segment held unaudited backlogs of customer orders of approximately $224.7 million as of March 31, 2023, compared to $229.4 million at December 31, 2022. The decrease in backlog is generally due to timing of master service agreement renewals. The Telecommunications segment held backlogs of customer orders of approximately $193.1 million as of March 31, 2023, compared to a backlog of $199.0 million at December 31, 2022. The decrease is a result of run-off of existing RDOF projects that will continue for another 5-6 years outpacing new customer orders.  The Renewables segment had a backlog of $19.2 million as of March 31, 2023 compared to $34.1 million as of December 31, 2022 which is due to further work being completed and revenue being recognized in the quarter on projects that make up this backlog. Of the March 31, 2023 backlog totals, the amounts expected to be recognized in the twelve months following Q1 2023 are approximately $249.4 million. The amounts expected to be recognized in the twelve months following Q1 2023 consist of $144.9 million from the Electric Power segment, $85.3 million from the Telecommunications segment and $19.2 million from the Renewables segment.

Cost of revenues

For the three months ended March 31, 2023, the cost of revenues as a percentage of revenue was 82.4% compared to 83.5% from the prior-year comparative period which is an indicator of business normalizing. As the Renewables segment works toward conclusion of their large EPC projects, they continue to shift their model toward better margin subcontractor work to support the solar market. Margin percentages in general will vary based upon the mix of projects including emergency response services, new crew onboarding costs, and the competitive markets in which the Company competes.

The Company expects continued improvement in margins during the remainder of 2023 as the RDOF projects in the Telecommunications segment continue to ramp and the Renewables segment is able to refocus on lower risk and higher margin projects.

Selling, General and Administrative Expenses

Selling, General and Administrative (SG&A) expenses include such items as wages, commissions, consulting, general office expenses, business promotion expenses and costs of being a public company, including legal and accounting fees, insurance and investor relations. SG&A expenses are generally associated with the ongoing activities to reach new customers, promote new product and service lines including for the Electric Power segment, Renewables segment, and Telecommunications segments.

During the three months ended March 31, 2023, SG&A increased $6.0 million compared to the three months ended March 31, 2022, primarily due lower than usual SG&A in 2022 related to a $5.2 million dollar credit to compensation expense for a restricted stock forfeiture associated with the termination of a Renewables segment executive. This decrease was partially offset by increased professional and advisory fees in 2023 associated with opportunities to refinance or restructure existing debt. 

Restructuring Costs

In September 2022, the Company fully impaired its finance lease equipment related to Eclipse Foundation Group in the Electric Power segment. These pieces of equipment are drilling specific and at this time, the Company does not plan to use the equipment for the remaining term of the leases. As these leases are non-cancelable and do not include a sub-leasing option, the full finance lease assets related to Eclipse were removed from the balance sheet and an equal impairment was recognized in the amount of $4.5 million in the third quarter of 2022. Future payments related to these leases will be approximately $4.4 million paid through June 2026.

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Depreciation and Amortization

(dollars in thousands)

	For the Three Months Ended
Depreciation and amortization expense by Segment	March 31,
	2023		2022		$ Change			% Change
Electric Power	$	3,988	$	6,975	$	(2,987	)		(42.8	)%
Telecommunications		1,232		1,091		141			12.9	%
Renewables		179		608		(429	)		(70.6	)%
Other		16		16		—			0.0	%
Total depreciation and amortization	$	5,415	$	8,690	$	(3,275	)		(37.7	)%

Depreciation and amortization expenses are associated with depreciation on leasehold improvements, furniture, equipment, vehicles, and amortization of intangible assets over the estimated useful lives of the related assets.

Depreciation and amortization expense in the three months ended March 31, 2023, was down compared to the three months ended March 31, 2022, primarily due to a $2.3 million decrease in amortization expense as a result of a Front Line Power acquisition intangible becoming fully amortized in 2022 as well as due to a decrease in depreciation expense associated the finance lease ROU assets at Eclipse that were fully impaired in the third quarter of 2022 no longer being depreciated.

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Loss on Extinguishment of debt

Loss on extinguishment of debt for the three months ended March 31, 2023 was $.6 million and was related to the payment of certain loans with stock-based payments for which the stock was issued at a discount to the stock's fair value. Loss on extinguishment of debt for the three months ended March 31, 2022 was $26.0 million and was primarily related to loan modifications on the Company's seller financed debt with the sellers of Front Line Power Construction and approximately $0.7 million loss on extinguishment in the first three months ended March 31, 2022 related to the payment of certain loans with stock-based payments.

Loss on financial instruments

Loss on financial instruments for the three months ended March 31, 2023 includes mark to market adjustments on the financial instrument related to Syndicated debt in the amount of $71 thousand and $1.1 million related to the financial instrument embedded in the Front Line seller notes. Loss on financial instruments for the three months ended March 31, 2022 includes mark to market adjustments on the financial instrument related to Syndicated debt in the amount of $.9 million. See Note 12 for more information on these financial instruments.

Other Income (Expense), net

(dollars in thousands)

	For the Three Months Ended
Other Income (Expense), net	March 31,
	2023			2022			$ Change			% Change
Foreign exchange gain (loss)		5		$	(49	)	$	54			(110.2	)%
Liquidated damages from debt		(4,068	)		—			(4,068	)		100.0	%
Interest income		20			78			(58	)		(74.4	)%
Rental income		129			129			—			0.0	%
Other income		(233	)		187			(420	)		(224.6	)%
Total Other income (expense)	$	(4,147	)	$	345		$	(4,492	)		(1302.0	)%

Other income (expense) changes contributing to the majority of the increased expenses were liquidated damages incurred on the Company's investor held debt.

Interest Expense

For the three months ended March 31, 2023, the Company incurred interest expense of $11.2 million, compared to interest for the three months ended March 31, 2022 of $8.0 million. The increase in interest expense in 2023 is related to the increase in notes payable outstanding in the three months ended March 31, 2023, compared to the three months ended March 31, 2022 and new debt agreements obtained having higher effective interest rates than those of the debt agreements that existed in the previous year. Also contributing to the increase is the increase in the variable rate on the Company's $104.5 million Syndicated debt that increased from 13.50% at inception to 17.38% at March 31, 2023. 

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Income Tax Expense

The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. The Company continues to record a full valuation allowance against the Company's U.S. net deferred tax assets.

For additional analysis, see Note 14 - Income Taxes, of the condensed consolidated financial statements in Part I - Item I, "Financial Statements."

Liquidity and Capital Resources

Company Conditions and Sources of Liquidity

The Company has experienced net losses, cash outflows from cash used in operating activities and a decline in share value over the past years. As of and for the three months ended March 31, 2023, the Company had an accumulated deficit of $507.3 million, loss from continuing operations of $20.3 million, and net cash provided by operating activities of $0.8 million. Further, as of March 31, 2023, the Company had a working capital deficit of $302.6 million, including current maturities of debt, and cash and cash equivalents of $24.0 million available for working capital needs and planned capital asset expenditures.  As a result of the foregoing, the Company does not have sufficient liquidity and capital resources to meet its obligations and fund its operations for the twelve months following the issuance of these financial statements. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company has plans to access additional capital to meet its obligations for the twelve months from the date these financial statements are available to be issued. Historically, the Company has raised additional equity and debt financing to fund its expansion; refer to Note 16 — Notes Payable and Line of Credit. The Company has also funded some of its capital expenditures through long-term financing with lenders and other investors as also described in further detail in Note 16 — Notes Payable and Line of Credit. Our ability to raise the additional capital is dependent on a number of factors, including, but not limited to, the market demand for our common stock, which itself is subject to a number of business risks and uncertainties, our creditworthiness and the uncertainty that we would be able to raise such additional capital at a price that is favorable to us. As of March 31, 2023, the Company has an effective S-3 shelf registration statement for the issuance of various types of securities, including common stock, preferred stock, debt securities and/or warrants in the aggregate of up to $64.0 million. In addition, although no formal agreements exist, the company has solicited interest from various lenders to potentially raise additional term debt to restructure or refinance its existing notes.

The Company plans to meet its obligations as they become due over the next twelve months by raising additional capital through equity and debt financing sources and forecasted positive cash flows generated from operations. There can be no assurance that the Company will succeed in executing these plans. If unsuccessful, the Company will not have sufficient liquidity and capital resources to repay its indebtedness when it matures, or otherwise meet its cash requirements over the next twelve months, as noted above.

General

As of March 31, 2023, the Company held cash and cash equivalents of $24.0 million and restricted cash of $0.7 million. Operations, investments, and equipment have been funded through cash on hand, the issuance of common stock authorized by its July 2020 and February 2021 S-3 filings, seller financing, and the issuance of debt and financing through the sale of future revenues. The Company filed an S-3 in February of 2021 which became effective in April 2021 for the issuance of additional stock or public debt. In April 2022, the Company issued 225,000 shares of common stock and pre-funded warrants to purchase up to 178,847 shares of common stock accounting for the effects of the 2023 reverse stock split, for a total raise of $21.0 million before expenses. Major uses of cash in the first three months of 2023 included the purchases of property and equipment, debt and finance lease payments and changes in working capital. The Company continues to work to improve its short-term liquidity through management of its working capital. Long-term liquidity is expected to benefit from revenue growth and earnings through its existing operations. Overall volume growth in the Company's businesses both organically and through acquisitions are expected to benefit cash flows as well.

Cash Provided by (Used in) Operations

Cash provided by operations for the three months ended March 31, 2023 was $.8 million which was a $2.3 million improvement compared to the three-month period in 2022 which had cash used in operations of $1.6 million.

The decrease in uses of cash in the first three months of 2023 are primarily related to the timing of cash payments on accounts payable and accrued liabilities which was a combined $12.7 million increase in cash provided by operating activities largely related to projects at Orbital Solar Services. Other contributors of cash provided by operating activities were changes in accounts receivable and prepaid expenses from December 31, 2022 of a combined $4.9 million dollars.

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S-3 registration

The Company filed a new S-3 shelf registration in January 2021, which, as amended, became effective in April 2021. With this filing, Orbital Infrastructure Group may from time-to-time issue various types of securities, including common stock, preferred stock, debt securities and/or warrants, up to an aggregate amount of $150 million. The Company utilized this S-3 registration to issue additional common stock in July 2021 for $38 million before expenses. In May 2022, the Company utilized the S-3 to issue shares and prefunded warrants for $21.0 million and additional warrants with a cumulative exercise value of $21.2 million. The Company has approximately $64.0 million remaining available to issue additional securities from its shelf registration.

As the Company focuses on growing its infrastructure services market presence both organically and through strategic acquisitions, technology development, product and service line additions, and increasing Orbital’s market presence, it will fund these activities together with related operating, sales and marketing efforts for its various product and service offerings with cash on hand, and possible proceeds from future issuances of equity through the S-3 registration statement, and available debt.

Orbital Infrastructure Group may raise additional capital needed to fund the further development and marketing of its products and services as well as payment of its debt obligations.

See the section entitled Recent Sales of Unregistered Securities for a complete listing of all unregistered securities transactions.

Capital Expenditures and Investments

During the first three months of 2023 and 2022, Orbital Infrastructure Group invested $0.6 million and $1.4 million, respectively, in property and equipment. These investments typically include additions to equipment including vehicles and equipment for powerline service and maintenance, engineering, furniture, computer equipment for office personnel, facilities improvements and other fixed assets as needed for operations. In addition, during the three months ended March 31, 2022 the Company had collections from a note receivable of $3.5 million related to the sale of the Company's electromechanical business in 2019. 

Financing Activities

In the three months ended March 31, 2023, the Company made cash payments on notes payable and finance leases of $6.1 million and $1.3 million respectively and had proceeds from notes payable of $9.75 million. This compared to no proceeds from notes payable and $5.8 million and $1.2 million of payments on notes payable and finance leases respectively in the three months ended March 31, 2022. The Company also received $3.5 million in proceeds from their line of credit and made $2.0 million in payments on this line of credit in 2022 compared to the line of credit having no activity or capacity in 2023.

Recap of Liquidity and Capital Resources

At March 31, 2023, the Company had unrestricted cash and cash equivalents balances of $24.0 million of which $2.4 million is covered by insured deposit programs. At March 31, 2023, the Company had $0.7 million of restricted cash and cash equivalents balances at domestic financial institutions including $0.25 million that is covered under the FDIC insured deposits programs.

The Company had a net loss of $20.5 million and cash provided by operating activities of $0.8 million during the three months ended March 31, 2023 . As of March 31, 2023 , the Company's accumulated deficit was $507.3 million.

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The Company expects the revenues from its continuing operations, and cash on hand, to cover operating and other expenses for the next twelve months of operations. However, in the short-term, the Company expects to continue to need cash support as the Company's businesses increase their market positions and revenue. The Company may issue additional debt or equity to support continuing operations and acquisition efforts in the remaining months of 2023.

Critical Accounting Policies

The Company has adopted various accounting policies to prepare the consolidated financial statements in accordance with Generally Accepted Accounting Principles, ("GAAP"). Certain of the Company's accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In the Company's 2022 Annual Report on Form 10-K filed on April 7, 2023, the Company identified the critical accounting policies that affect the Company's more significant estimates and assumptions used in preparing the Company's consolidated financial statements.

Recent Accounting Pronouncements

See Note 11 - Recent Accounting Pronouncements of the condensed consolidated financial statements in Part I—Item I, “Financial Statements” for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on financial position, results of operations and cash flows.

Off-Balance Sheet Arrangements

See Note 18 - Commitments and Contingencies of the condensed consolidated financial statements in Part I—Item I, “Financial Statements” for a description of the Company's off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

The Company is exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact the Company’s financial position due to adverse changes in financial market prices and rates. This market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. The Company neither holds nor issues financial instruments for trading purposes.

38

Investment Risk

The Company has an Investment Policy that, inter alia, provides an internal control structure that takes into consideration safety (credit risk and interest rate risk), liquidity and yield. Our Investment officers, CEO and CFO, oversee the investment portfolio and compile a quarterly analysis of the investment portfolio when applicable for internal use. In addition, the Company has an Investment Committee to administer and operate the portfolio. At March 31, 2023, the Investment Committee is comprised of C. Stephen Cochennet, Corey A. Lambrecht, Chairman, and Nicholas M. Grindstaff, CFO.

Cash and cash equivalents are diversified and maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

The Company has trade receivable and revenue concentrations with large customers. See Note 17 of the Company's financial statements for more information on the Company's concentration risks.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer (CEO) and its Chief Financial Officer (CFO), evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company’s management is required to apply their judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon that evaluation, the Company's management, including the CEO and the CFO, concluded that, as of March 31, 2023, the Company’s disclosure controls and procedures were effective.

39

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Rule 13(a)-15(f) or Rule 15d-15(f) of the Exchange Act) during the three months ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART ll – OTHER INFORMATION

Item 1. Legal Proceedings.

Orbital Infrastructure Group, Inc. is occasionally party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, negligence or gross negligence and/or property damages, wage and hour and other employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief.

Regarding all lawsuits, claims and proceedings, Orbital Infrastructure Group, Inc. records a reserve when it is probable that a liability has been incurred and the loss can be reasonably estimated. The Company currently has no such reserves. In addition, Orbital Infrastructure Group, Inc. discloses matters for which management believes a material loss is at least reasonably possible. None of these proceedings are expected to have a material adverse effect on Orbital Infrastructure Group, Inc.’s consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

The Company recently filed and served a federal civil complaint in the United States District Court for the Northern District of Texas – Dallas Division against the former owner of Reach Construction Group LLC (“Reach”).  The complaint alleges, among other things, misrepresentations and misconduct committed by the former owner in conjunction with the purchase and sale of Reach to Orbital Infrastructure Group, Inc.  Based on the information and evidence contained in the complaint, the Company reasonably believes that it owes no more compensation to the former owner and is seeking return of certain funds already paid and relief of certain debt and accruals currently on the balance sheet.

The Company and its subsidiary, OSS, were involved in a contract dispute with Jingoli Power (“Jingoli”) regarding the Joint Venture between Jingoli and OSS for construction of the Black Bear and Happy - Lightsource BP Projects.  The Company contends that Jingoli unjustifiably and without proper authority took over management and control of the two projects and that, as a direct result of Jingoli’s mismanagement, the projects have suffered significant losses. The Company has disclosed and accrued losses including liquidated damages for both projects and entered into a settlement agreement in April 2023 which is discussed further in Note 19 - Subsequent Events.

Item 1A. Risk Factors.

There are no material changes from Risk Factors as previously disclosed in the Company’s Form 10-K filed with the Commission on April 7, 2023.

40

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Common Stock Issued.

During the three months ended March 31, 2023, the Company issued the following shares of common stock, which were not registered under the Securities Act. The Company relied on Section 4(2) of the Securities Act of 1933 as the basis for an exemption from registration for the following issuances.

Date of issuance	Type of issuance	Stock issuance recipient	Reason for issuance	Total no. of shares		Grant date fair value recorded at issuance and periodic vesting (in thousands)
January and February 2023	Common stock	Institutional investor	Debt payment		451,331		3,248
Total other equity transactions					451,331	$	3,248

Item 5. Other Information.

None.

41

Item 6. Exhibits.

The following exhibits are included as part of this Form 10-Q.

Exhibit No.	Description
10.115 1	Amendment No. 4 to Modification Agreement among Orbital Infrastructure Group, Inc., Kurt A. Johnson Jr. & Tidal Power Group LLC
10.116 1	Settlement Agreement between Jingoli Power and Orbital Infrastructure Group dated as April 19, 2023.
31.1 1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2 1	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1 1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
32.2 1	Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
101.INS 1	Inline XBRL Instance Document
101.SCH 1	Inline XBRL Taxonomy Extension Schema Document

101.CAL 1	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF 1	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB 1	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE 1	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Footnotes to Exhibits:

¹Filed herewith.

42

SIGNATURES

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

Signed and submitted this 15th day of May 2023.

	Orbital Infrastructure Group, Inc.
By:	/s/ James F. O'Neil
	James F. O'Neil,
	Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Nicholas M. Grindstaff
	Nicholas M. Grindstaff,
	Chief Financial Officer
	(Principal Financial Officer)

43

EX-10.115

Exhibit 10.115

AMENDMENT #4 TO MODIFICATION AGREEMENT AMONG ORBITAL INFRASTRUCTURE GROUP, INC., KURT A. JOHNSON JR. & TIDAL POWER GROUP LLC

WHEREAS, ORBITAL ENERGY GROUP, INC. (“OEG”), has issued its promissory note dated November 17, 2021 payable to TIDAL POWER GROUP LLC (“Tidal”) in the original principal amount of $51,384,000.00 (the “Tidal Original Note”), its promissory note dated November 17, 2021 payable to KURT A. JOHNSON (“Johnson”) in the original principal amount of $34,356,000.00 (the “Johnson Original Note” and together with the Tidal Original Note, the “Original Notes”), and its promissory note dated November 17, 2021 payable to Johnson in the original principal amount of $1,090,000.00 (the “Johnson Supplemental Note” and together with the Original Notes, the “Notes”);

WHEREAS, on or about March 9, 2022, OEG, Tidal and Johnson executed and delivered that certain Promissory Notes & Lock-up Letter Agreement (as heretofore amended by that certain Amendment to Modification Agreement effective May 6, 2022, Amendment #2 to Modification Agreement effective November 16, 2022 and Amendment #3 to Modification Agreement effective November 30, 2022, the “Modification Agreement”) and amendments to the Original;

WHEREAS, on or about May 6, 2022, the Original Notes were amended and restated pursuant to that certain Amended and Restated Unsecured Promissory Note between OEG and Johnson dated effective May 6, 2022, and that certain Amended and Restated Unsecured Promissory Note between OEG and Tidal dated effective May 6, 2022;

WHEREAS, on July 21, 2022, the shareholders of OEG approved a Conversion Plan whereby OEG was converted into Orbital Infrastructure Group, Inc., a Texas corporation (“OIG”) as of July 29, 2022, all of the outstanding shares of OEG were automatically converted in shares of OIG as of July 29, 2022, and OIG succeeded to all of the liabilities and obligations of OEG as of July 29, 2022;

WHEREAS, the parties wish to further amend the Modification Agreement as set forth in this Amendment;

NOW, THEREFORE, in consideration of value received, the receipt and sufficiency of which is hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

1. This Amendment is entered into pursuant to Paragraph No. 5 of the Modification Agreement and shall be effective as of April 1, 2023. Except as modified herein, the original terms of the Modification Agreement shall remain in full force and effect.

2. Section 3(ii) of the Modification Agreement is amended to read as follows in its entirety:

(ii) Amend the Restriction Period under the Tidal Lockup Letter and the Johnson Lockup Letter to be from the Closing until September 30, 2023.

4. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. No amendment or waiver of any provision of this Amendment shall in any event be effective unless the same shall be in writing and signed by each of the parties hereto. The provisions of this letter agreement are binding solely upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each person executing this Amendment on behalf of a party represents and warrants that such person is duly authorized to execute this Amendment that this Amendment is binding upon, such party.

Signature Page Follows

EX-10.116

Exhibit 10.116

SETTLEMENT AGREEMENT

This Settlement Agreement (“Agreement”) is dated as of April 19, 2023 and is entered into, on one side, by Jingoli Power, LLC (“JPOW”) and, on the other side, by Orbital Infrastructure Group, Inc. f/k/a Orbital Energy Group, Inc. (“OIG”) and Orbital Solar Services, L.L.C. (“OSS”),. (JPOW, OIG and OSS are collectively hereinafter referred to as the “Parties” or individually referred to as a “Party”).

RECITALS

WHEREAS, OSS is a wholly owned subsidiary of OIG;

WHEREAS, Front Line is a wholly owned subsidiary of OIG;

WHEREAS, Gibson Technical is a wholly owned subsidiary of OIG;

WHEREAS, OSS and JPOW are parties to an October 19, 2021 Joint Venture Agreement (“Joint Venture Agreement”), as amended, pursuant to which OSS and JPOW formed OSS-JPOW Solar Services, LLC (“Joint Venture”) for the purpose of the engineering, procurement, and construction of two photovoltaic solar energy projects;

WHEREAS, the projects are known as the Black Bear solar project in Montgomery County, Alabama (“Black Bear Project”) and the Happy Solar project in Searcy, Arkansas (“Happy Solar Project”);

WHEREAS, on October 19, 2021, concomitantly with the execution of the Joint Venture Agreement, and attached as Exhibit A to the Joint Venture Agreement, OIG executed a Guarantee in favor of JPOW;

WHEREAS, JPOW is the “Beneficiary,” as the term is defined in the Guarantee, of the Guarantee;

WHEREAS, OIG is the “Guarantor,” as the term is defined in the Guarantee, of the Guarantee;

WHEREAS, the preamble to the Guarantee identifies the reason for execution of the Guarantee by OIG as follows:

“Guarantor enters into this Guarantee in consideration of, and as an inducement for, Beneficiary entering into that certain Joint Venture Agreement with Orbital Solar Services, L.L.C. (“OSS”) dated October 19, 2021 (the “Joint Venture Agreement”) to pursue, among other things, the Turnkey Engineering, Procurement and Construction Agreement Program Management Contract for a 100.00 MW AC (132.24 MW DC) photovoltaic solar energy project located in Montgomery County, Alabama (the “Black Bear Solar Project”) dated as October 25, 2021 by and between Black Bear Alabama Solar 1, LLC (“Owner”) and OSS-JPOW Solar Services, LLC (“Company”) (the “Black Bear Solar EPC Agreement”), (such contract, including the Exhibits thereto, all amendments, modifications and supplements thereto and/or any of such Exhibits, and all Change Orders (as defined therein), the “Contract”). Guarantor derives substantial direct and/or indirect benefit from the Contract and the Joint Venture Agreement and hereby acknowledges the same.”

WHEREAS, under the Guarantee:

“Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Beneficiary, as primary obligor and not as a surety: (a) the prompt and complete payment in immediately available funds in United States dollars when due the two million dollar ($2,000,000) Black Bear Solar project fee owed to Beneficiary by the Company pursuant to the Joint Venture Agreement (the “Project Fee”), and (b) the timely and complete performance when due by the Company (whether or not subcontracted) to, or for the benefit of, Owner in connection with the Contract (including, without limitation, performance of the Work (as defined in the Contract), whether or not subcontracted, including all warranty obligations, payment of liquidated and other damages, indemnity amounts, interest and collection and enforcement costs as provided in the Contract, and payment of all collection costs and documented, out-of-pocket legal and other fees and expenses incurred by Beneficiary in enforcing the obligations under this Guarantee (such costs, fees and expenses collectively, “Enforcement Costs”).”

WHEREAS, disputes have arisen between JPOW and OSS under the Joint Venture Agreement in connection with both the Black Bear Project and the Happy Solar Project;

WHEREAS, the Parties have negotiated a resolution of these disputes conditioned upon (i) the execution by OSS and OIG of that certain promissory note attached hereto as Exhibit A and (ii) the payment by OSS and/or OIG to JPOW of certain sums as more particularly set forth below.

AGREEMENT

NOW THEREFORE, based on the above Recitals, which are expressly incorporated into this Agreement, intending to be legally bound, and in consideration of the mutual terms, conditions, and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Settlement Consideration and Conditions

a) OSS and OIG recognize and acknowledge their joint and several liability to JPOW of Thirty-Four Million ($34,000,000.00) for damages and costs suffered by JPOW arising out of OSS and OIG’s failure to perform under the terms of the Joint Venture Agreement and the Guarantee, and JPOW’s resultant efforts to construct and to complete the Black Bear Project and the Happy Solar Project. (This compromise amount of Thirty-Four Million ($34,000,000.00) is hereinafter referred to as the “Settlement Amount”);

b) JPOW agrees that, contingent upon JPOW being paid the entire Settlement Amount by OSS and/or OIG in accordance with the terms of this Agreement and the Note, JPOW will bear all such costs, including future costs, to construct and to complete the Black Bear Project and the Happy Solar Project, including the risk of the assessment of liquidated damages by the owner against the Joint Venture on the Black Bear Project and on the Happy Solar Project and the expense of addressing and resolving warranty claims from the owners which may arise subsequent to final completion of the Black Bear Project and the Happy Solar Project;

c) OSS and OIG have proposed that the Settlement Amount be obtained in whole or in part from the proceeds of the sale of its wholly owned subsidiaries Front Line and Gibson, which sale or sales OIG anticipates will be consummated by June 30, 2023;

d) The obligation of OSS and OIG to pay to JPOW the Settlement Amount is memorialized in a Promissory Note to be executed by OSS and OIG, substantially in the form attached hereto as Exhibit A; and

e) JPOW agrees to forebear on initiating legal action until August 1, 2023. If OSS and OIG fail to make payment of the Settlement Amount by August 1, 2023, JPOW shall have the right to pursue its available legal remedies against OIG and OSS up to the full amount of the Settlement Amount plus interest and costs; and

f) OIG agrees to keep JPOW informed, on at least a bi-weekly basis, concerning its efforts to sell both Front Line and Gibson including providing to JPOW information on sales offerings, sales terms, offers to buy, deal terms, and the timing of closing on any transaction by which Front Line and/or Gibson and/or any of the subsidiaries’ assets are sold, other than in the normal course of business.

2. Mutual Releases

Upon JPOW’s receipt of the fully executed Promissory Note and this Settlement Agreement, the Parties individually and on behalf of their affiliates, parents, subsidiaries, directors, officers, shareholders, partners, members, employees, servants, agents, attorneys, representatives, heirs, executors, successors, and assigns, do hereby mutually release, remise, and forever discharge each other and the other’s affiliates, parents, subsidiaries, directors, officers, shareholders, partners, members, employees, servants, attorneys, representatives, and successors from all actions, causes of action, claims, liabilities, contractual obligations, and demands whatsoever, known or unknown, at law, in equity, or otherwise, relating to the Black Bear Project, the Happy Solar Project, the Joint Venture Agreement and the Guarantee other than enforcement of the Promissory Note. Upon JPOW’s receipt of the fully executed Promissory Note and this Settlement Agreement, JPOW does hereby release, remise, and forever discharge Jim O’Neill personally from all actions, causes of action, claims, liabilities, contractual obligations, and demands whatsoever, known or unknown, at law, in equity, or otherwise, relating to the Black Bear Project, the Happy Solar Project, the Joint Venture Agreement and the Guarantee.

3. Duty of Cooperation

Notwithstanding anything to the contrary in this Agreement, the Parties shall have a continuing obligation to cooperate with one another as per the status quo in the completion of the Black Bear Project and the Happy Solar Project, the operations of the Joint Venture (including but not limited to ministerial tasks such as the filing of tax returns), the defense of claims against the Joint Venture (i.e., Jingoli providing defense counsel and OSS providing support in the form of documentation and witness testimony), JPOW’s surety (extant and future claims), and the ultimate wind down of the operations of the Joint Venture once its purpose for existence has ceased.

4. Party Authorizations

Each Party represents and warrants to the other Parties that it has taken all actions on its part necessary for the authorization, execution, and delivery of this Agreement.

5. Attorneys’ Fees and Costs

In any action or suit by either Party to this Agreement against another Party or Parties to this Agreement arising out of, or relating to, this Agreement, or pertaining to a declaration of rights under this Agreement, the prevailing Party shall be entitled to have and recover from the other Party or Parties to the action or suit the prevailing Party’s reasonable attorneys’ fees and all costs and expenses including, without limitation, those of expert witnesses in the action.

6. Waiver

No breach of any provision of this Agreement can be waived unless done in writing. Waiver of any one breach shall not be deemed a waiver of any other breach of the same or other provisions of this Agreement.

7. Entire Agreement; Amendment; Draftsperson

This Agreement contains the entire agreement and understanding of the Parties concerning the matters set forth herein. No other representations, covenants, undertakings, or other prior or contemporaneous agreements, oral or written, respecting such matters, which are not specifically incorporated or referred to herein, shall be deemed to exist or bind any of the Parties hereto. Each Party acknowledges that it has not executed this Agreement in reliance on any such other promise, representation, or warranty. This Agreement may only be amended by way of a writing signed by all Parties. This Agreement shall be considered to be the result of drafting and composition by all Parties, and no Party shall be considered to be its draftsperson.

8. Governing Law; Jurisdiction

Interpretation and enforcement of this Agreement shall be governed by the substantive and procedural laws of the State of New York, notwithstanding its rules for conflict of laws. Any action to enforce this Agreement shall only be brought in Manhattan, New York.

9. Counterparts and PDF Signatures

This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as the original instrument and as if all the Parties to the counterparts had signed the same instrument. Further, the signature pages of this Agreement may be transmitted by PDF, and signatures transmitted by PDF shall have the same force and effect as original signatures.

10. No Admission of Liability

This Agreement does not constitute an admission of liability or fault by any party regarding any fact, claim, allegation, issue of law or violation of law; nor will compliance with the Agreement constitute or be deemed an admission by any party of any fact, claim, allegation, issue of law or violation of law.

IN WITNESS WHEREOF and intending to be legally bound, the Parties, by their authorized representatives, have executed this Agreement under seal as of the date indicated above.

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James F. O'Neil, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Orbital Infrastructure Group, Inc.;

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

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

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

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

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

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

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

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

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

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

By: /s/ James F. O'Neil	Dated: May 15, 2023
James F. O'Neil,
Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Nicholas M. Grindstaff, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Orbital Infrastructure Group, Inc.;

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

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

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

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

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

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

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

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

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

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

By: /s/  Nicholas M. Grindstaff	Dated: May 15, 2023
Nicholas M. Grindstaff
Chief Financial Officer

EX-32.1

Exhibit 32.1

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

In connection with the quarterly report of Orbital Infrastructure Group, Inc. (the "Company"), on Form 10-Q of the quarter ended March 31, 2023, I hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The quarterly report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:      /s/ James F. O'Neil	Dated: May 15, 2023
James F. O'Neil,
Chief Executive Officer

EX-32.2

Exhibit 32.2

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

In connection with the quarterly report of Orbital Infrastructure Group, Inc. (the "Company"), on Form 10-Q of the quarter ended March 31, 2023, I hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The quarterly report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Nicholas M. Grindstaff	Dated: May 15, 2023
Nicholas M. Grindstaff
Chief Financial Officer

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Document Information [Line Items]
Entity Central Index Key	0001108967
Entity Registrant Name	Orbital Infrastructure Group, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	0-29923
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	84-1463284
Entity Address, Address Line One	5444 Westheimer Road
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	832
Local Phone Number	467-1420
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		4,693,569
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	OIG
Security Exchange Name	NASDAQ

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 23,993	$ 21,489
Restricted cash - current portion	123	123
Trade accounts receivable, net of allowance	49,968	52,652
Inventories	1,857	1,691
Contract assets	18,770	13,917
Note receivable, current portion	1,462	1,442
Prepaid expenses and other current assets	5,173	7,840
Assets held for sale, current portion	3,198	3,198
Total current assets	104,544	102,352
Property and equipment, less accumulated depreciation	21,718	22,930
Investment	1,063	1,063
Right of use assets - Operating leases	15,321	16,588
Right of use assets - Financing leases	7,447	8,394
Goodwill	7,006	7,006
Other intangible assets, net	108,945	111,134
Restricted cash, noncurrent portion	576	486
Deposits and other assets	1,593	1,618
Total assets	268,213	271,571
Current Liabilities:
Accounts payable	49,318	41,333
Notes payable, current portion	250,711	144,708
Line of credit	4,000	4,000
Operating lease obligations - current portion	4,345	4,540
Financing lease obligations - current portion	5,437	5,316
Accrued expenses	45,198	39,065
Contract liabilities	2,700	10,218
Financial instrument liabilities	45,392	43,693
Total current liabilities	407,101	292,873
Financial instrument liability, noncurrent portion	0	536
Warrant liability	1,131	1,777
Notes payable, less current portion	1,276	100,528
Operating lease obligations, less current portion	11,327	12,350
Financing lease obligations, less current portion	6,311	7,673
Other long-term liabilities	570	570
Total liabilities	427,716	416,307
Commitments and contingencies
Stockholders' Equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at March 31, 2023 or December 31, 2022	0	0
Common stock, par value $0.001; 325,000,000 shares authorized; 4,658,274 shares issued and 4,649,447 shares outstanding at March 31, 2023 and 3,947,101 shares issued and 3,938,274 shares outstanding at December 31, 2022	5	4
Additional paid-in capital	353,251	347,511
Treasury stock at cost; 8,827 shares held at March 31, 2023 and December 31, 2022	(413)	(413)
Accumulated deficit	(507,286)	(487,121)
Accumulated other comprehensive loss	(673)	(691)
Total Orbital Infrastructure Group, Inc.'s stockholders' equity	(155,116)	(140,710)
Noncontrolling interest	(4,387)	(4,026)
Total stockholders' equity	(159,503)	(144,736)
Total liabilities and stockholders' equity	$ 268,213	$ 271,571

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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	325,000,000	325,000,000
Common stock, shares issued (in shares)	4,658,274	3,947,101
Common stock, shares outstanding (in shares)	4,649,447	3,938,274
Treasury stock, shares (in shares)	8,827	8,827

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues	$ 80,186	$ 70,254
Cost of revenues	66,069	58,671
Gross profit	14,117	11,583
Operating expenses:
Selling, general and administrative expense	14,260	8,126
Depreciation and amortization	2,659	5,323
Provision for (recovery of) bad debt	490	(60)
Other operating income	(15)	(18)
Total operating expenses	17,394	13,371
Loss from operations	(3,277)	(1,788)
Loss on extinguishment of debt	(583)	(26,019)
Loss on financial instrument	(1,196)	(928)
Gain on warrant liabilities	646	0
Other income (expense)	(4,147)	345
Interest expense	(11,164)	(8,039)
Loss from continuing operations before income taxes	(19,721)	(36,429)
Income Tax Expense (Benefit)	536	241
Loss from continuing operations, net of income taxes	(20,257)	(36,670)
Discontinued operations (Note 3)
Loss from discontinued operations, net of income taxes	(268)	(953)
Net loss	(20,525)	(37,623)
Less: net loss attributable to noncontrolling interest	(360)	(22)
Net loss attributable to Orbital Infrastructure Group, Inc.	$ (20,165)	$ (37,601)
Basic and diluted weighted average common shares outstanding (in shares)	4,327,323	2,078,168
Loss from continuing operations per common share - basic and diluted (in dollars per share)	$ (4.60)	$ (17.63)
Loss from discontinued operations per common share - basic and diluted (in dollars per share)	(0.06)	(0.46)
Loss per common share - basic and diluted (in dollars per share)	$ (4.66)	$ (18.09)

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Condensed Consolidated Statements of Comprehensive Income and Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net loss	$ (20,525)	$ (37,623)
Foreign currency translation adjustment	18	6
Comprehensive loss	$ (20,507)	$ (37,617)

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Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Approximation [Member] Common Stock [Member]	Approximation [Member] Additional Paid-in Capital [Member]	Approximation [Member] Treasury Stock, Common [Member]	Approximation [Member] Retained Earnings [Member]	Approximation [Member] AOCI Attributable to Parent [Member]	Approximation [Member] Parent [Member]	Approximation [Member] Noncontrolling Interest [Member]	Approximation [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Balance (in shares) at Dec. 31, 2021									2,056,494		(8,827)
Balance at Dec. 31, 2021									$ 2	$ 311,567	$ (413)	$ (210,934)	$ (3,995)	$ 96,227	$ 39	$ 96,266
Common stock issued and issuable for compensation, services and royalty payments (in shares)									19,885		0
Common stock issued and issuable for compensation, services and royalty payments									$ 0	(1,693)	$ 0	0	0	(1,693)	0	(1,693)
Common stock issued for debt repayment (in shares)									66,334
Common stock issued for debt repayment									$ 0	4,445				4,445		4,445
Net loss									0	0	0	(37,601)	0	(37,601)	(22)	(37,623)
Other comprehensive loss									$ 0	0	$ 0	0	6	6	0	6
Common stock issuable for acquisition (in shares)									3,125		0
Common stock issuable for acquisition									$ 0	250	$ 0	0	0	250	0	250
Common stock issued to lenders for OID for $105 million debt - (reissued) (in shares)									1,351		0
Common stock issued to lenders for OID for $105 million debt - (reissued)									$ 0	0	$ 0	0	0	0	0	0
Balance (in shares) at Mar. 31, 2022									2,147,189		(8,827)
Balance at Mar. 31, 2022									$ 2	314,569	$ (413)	(248,535)	(3,989)	61,634	17	61,651
Balance (in shares) at Dec. 31, 2022									3,947,101		(8,827)
Balance at Dec. 31, 2022									$ 4	347,511	$ (413)	(487,121)	(691)	(140,710)	(4,026)	(144,736)
Issuance of common stock via equity raise (in shares)									245,833		0
Issuance of common stock via equity raise									$ 0	1,862	$ 0	0	0	1,862	0	1,862
Common stock issued and issuable for compensation, services and royalty payments (in shares)									14,009		0
Common stock issued and issuable for compensation, services and royalty payments									$ 0	631	$ 0	0	0	631	0	631
Common stock issued for debt repayment (in shares)									451,331		0
Common stock issued for debt repayment									$ 1	3,247	$ 0	0	0	3,248	0	3,248
Net loss	$ 0	$ 0	$ 0	$ (20,165)	$ 0	$ (20,165)	$ (361)	$ (20,526)								(20,525)
Other comprehensive loss									$ 0	0	$ 0	0	18	18	0	18
Balance (in shares) at Mar. 31, 2023									4,658,274		(8,827)
Balance at Mar. 31, 2023									$ 5	$ 353,251	$ (413)	$ (507,286)	$ (673)	$ (155,116)	$ (4,387)	$ (159,503)

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (20,525)	$ (37,623)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	3,173	3,687
Amortization of intangibles	2,242	5,003
Amortization of Debt Discount (Premium)	4,224	1,635
Amortization of note receivable discount	0	(63)
Stock-based compensation and expense, net of forfeitures	631	(3,050)
Fair value adjustment to liability for stock appreciation rights	0	(269)
Fair value adjustment to financial instrument liabilities	1,196	928
Fair value adjustment to warrant liabilities	(646)	(0)
Loss on extinguishment of debt and debt modifications	583	26,019
Provision for bad debt	490	31
Deferred income taxes	33	0
Inventory reserve	0	(22)
Loss (gain) on sale of assets	212	(103)
Liquidated damages from debt	4,068	0
Non-cash unrealized foreign currency (gain) loss	(5)	48
Change in operating assets and liabilities, net of acquisition:
Trade accounts receivable	2,145	(3,935)
Inventories	(167)	20
Contract assets	(4,812)	(6,378)
Prepaid expenses and other current assets	2,748	(751)
Right of use assets/lease liabilities, net	33	35
Deposits and other assets	(16)	(26)
Accounts payable	7,633	7,929
Accrued expenses	5,053	4,175
Contract liabilities	(7,518)	1,145
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	775	(1,565)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash received	0	(773)
Purchases of property and equipment	(622)	(1,351)
Deposits on financing lease property and equipment	8	26
Proceeds from sale of property and equipment	53	78
Purchase of other intangible assets	(18)	(51)
Proceeds from notes receivable	0	3,500
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(579)	1,429
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit	0	3,500
Payments on line of credit	0	(2,000)
Payments on financing lease obligations	(1,310)	(1,212)
Proceeds from notes payable	9,750	0
Payments on notes payable	(6,053)	(5,804)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	2,387	(5,516)
Effect of exchange rate changes on cash	11	(268)
Net increase (decrease) in cash, cash equivalents and restricted cash	2,594	(5,920)
Cash, cash equivalents and restricted cash at beginning of period	22,098	28,041
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	24,692	22,121
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid (net refunded)	100	(405)
Interest paid	6,961	5,183
Non-cash investment in acquisition for equity issuances	0	250
Equipment purchased with debt	271	0
Accrued property and equipment purchases	118	126
Non-cash payments on debt	$ 2,759	$ 3,750

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Note 1 - Nature of Operations, Basis of Presentation and Company Conditions

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND COMPANY CONDITIONS

Nature of Operations

Orbital Infrastructure Group, Inc. f/k/a Orbital Energy Group, Inc. (Orbital Infrastructure Group, "OIG," "The Company") is a diversified infrastructure services company serving customers in the electric power, telecommunications, and renewable markets. The Company’s reportable segments are the Electric Power segment, the Telecommunications segment, and the Renewables segment. In  December 2021, the Company announced the planned divestiture of its previously reported Integrated Energy Infrastructure Solutions and Services segment. 

The Electric Power segment consists of Front Line Power Construction, LLC based in Houston, Texas (acquired November 17, 2021), Orbital Power, Inc. based in Dallas, Texas, (began operations in Q1 2020) and Eclipse Foundation Group which began operations in Q1 2021. The segment provides comprehensive infrastructure solutions to customers in the electric power industry. Services performed by Front Line Power and Orbital Power, Inc. generally include but are not limited to the engineering, design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities as well as emergency restoration services. Eclipse Foundation Group, which began operations in  January 2021, is a drilled shaft foundation construction company that specializes in providing services to the electric transmission and substation, industrial, telecommunication and disaster restoration market sectors, with expertise performing services in water, marsh and rock terrains. In the third quarter of 2022, in order to streamline operations, the Eclipse business was integrated into Front Line Power Construction, LLC, and ceased to be a separate business unit.

The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired  April 13, 2021) and subsidiaries. GTS is an Atlanta-based telecommunications company providing diversified telecommunications services nationally since 1990 and is the parent of IMMCO, Inc., Full Moon Telecom, LLC, and Coax Fiber Solutions, LLC. IMMCO, Inc. (acquired  July 28, 2021), which includes two Indian subsidiaries, is an Atlanta-based, full-service telecom engineering and network design company providing diversified engineering services and customized software solutions to a global customer base since 1992. Full Moon Telecom, LLC (acquired  October 22, 2021) is a Florida-based telecommunications service provider that offers an extensive array of wireless service capabilities and experience including Layer 2/Layer 3 Transport, Radio Access Network (“RAN”) Integration, test and turn-up of Small Cell systems and Integration/Commissioning of Distributed Antenna (“DAS”) systems. Coax Fiber Solutions, LLC (acquired March 7, 2022), is based in Loganville, Georgia. Founded in 2016, Coax Fiber Solutions is a GDOT Certified contractor specializing in Aerial Installation, directional drilling, trenching, plowing, and missile crews for telecommunications, power, gas, water, CCTV, ATMS, and traffic signal cable installation.

The Renewables segment consists of Orbital Solar Services based in Raleigh, North Carolina. Orbital Solar Services provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility-scale solar construction. The Company serves a wide variety of project types, including commercial, substation, solar farms, and public utility projects.

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes condensed consolidated financial statements. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations and should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The Condensed Consolidated Balance Sheet as of  December 31, 2022 has been derived from the audited financial statements as of that date included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

At a special stockholders meeting held April 18, 2023, the Company’s stockholders approved an amendment to the Company’s Certificate of Formation to effect a reverse stock split of the Company’s outstanding common stock at a ratio ranging from any whole number between 10-for-1 and 40-for-1 in order to achieve a minimum bid price of $1.00 per share for a minimum of 10 consecutive trading days, as required for continued listing of the common stock on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The board of directors authorized a 1-for-40 ratio for the reverse stock split, which became effective on April 21, 2023. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. All intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not necessarily indicative of the results to be expected for the remaining quarters or year ending December 31, 2023.

Reconciliation of Cash, Cash Equivalents, and Restricted Cash on Condensed Consolidated Statements of Cash Flows

	For the Three Months
(in thousands)	Ended March 31,
	2023		2022
Cash and cash equivalents at beginning of period	$	21,489	$	26,865
Restricted cash at beginning of period (1)		609		1,176
Cash, cash equivalents and restricted cash at beginning of period	$	22,098	$	28,041
Cash and cash equivalents at end of period	$	23,993	$	20,949
Restricted cash at end of period (1)		699		1,172
Cash, cash equivalents and restricted cash at end of period	$	24,692	$	22,121

(1) Restrictions on cash at March 31, 2023 and March 31, 2022 relate to collateral for several bank-issued letters of credit for contract guaranties. 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to record purchase price allocations for the Company's acquisitions, fair value measurements used in goodwill impairment tests, impairment estimations of long-lived assets, revenue recognition on cost-to-cost type contracts, allowances for uncollectible accounts, valuations of non-cash capital stock issuances, estimates of the incremental borrowing rate for long-term leases, fair value estimates and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results  may differ from these estimates under different assumptions or conditions.

Reclassifications

Certain reclassifications have been made to the 2022 classifications in order to conform to the 2023 presentation.

Company Conditions and Sources of Liquidity

The Company has experienced net losses, cash outflows from cash used in operating activities and a decline in share value over the past years. As of and for the three months ended March 31, 2023, the Company had an accumulated deficit of $507.3 million, loss from continuing operations of $20.3 million, and net cash provided by operating activities of $0.8 million. Further, as of March 31, 2023, the Company had a working capital deficit of $302.6 million, including current maturities of debt, and cash and cash equivalents of $24.0 million available for working capital needs and planned capital asset expenditures.  As a result of the foregoing, the Company does not have sufficient liquidity and capital resources to meet its obligations and fund its operations for the twelve months following the issuance of these financial statements. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company has plans to access additional capital to meet its obligations for the twelve months from the date these financial statements are available to be issued. Historically, the Company has raised additional equity and debt financing to fund its expansion; refer to Note 16 — Notes Payable and Line of Credit. The Company has also funded some of its capital expenditures through long-term financing with lenders and other investors as also described in further detail in Note 16 — Notes Payable and Line of Credit. Our ability to raise the additional capital is dependent on a number of factors, including, but not limited to, the market demand for our common stock, which itself is subject to a number of business risks and uncertainties, our creditworthiness and the uncertainty that we would be able to raise such additional capital at a price that is favorable to us. As of March 31, 2023, the Company has an effective S-3 shelf registration statement for the issuance of various types of securities, including common stock, preferred stock, debt securities and/or warrants in the aggregate of up to $64.0 million.

The Company plans to meet its obligations as they become due over the next twelve months by raising additional capital through equity and debt financing sources and forecasted positive cash flows generated from operations. There can be no assurance that the Company will succeed in executing these plans. If unsuccessful, the Company will not have sufficient liquidity and capital resources to repay its indebtedness when it matures, or otherwise meet its cash requirements over the next twelve months, as noted above.

Restructuring Costs

In September 2022, the Company fully impaired its finance lease equipment related to the Eclipse Foundation Group in the Electric Power segment. These pieces of equipment are drilling specific and at this time, the Company does not plan to use the equipment for the remaining term of the leases. As these leases are non-cancelable and do not include a sub-leasing option, the full finance lease assets related to Eclipse were removed from the balance sheet and an equal impairment was recognized in the amount of $4.5 million in the third quarter of 2022. Future payments related to these leases will be approximately $4.4 million paid through June 2026.

Sale of Orbital U.K.

On May 11, 2022, the Company completed the sale of its Orbital U.K. operations for the agreed upon amount of 3,000,000 GBP. The Company received 1,575,000 GBP on the settlement date and the remaining 1,425,000 GBP was received on July 11, 2022. The Company could receive additional consideration if certain events transpire during the 12-month restricted period following the settlement date. In addition, the Company will receive a “royalty” of 15% on any sales of the GasPT device related to Snam Rete Gas and/or the Future Billing Methodology (FBM) Project.

Goodwill and Indefinite-lived intangible assets

The Company had goodwill from acquisitions made in 2020, 2021 and 2022. Goodwill in the Front Line Power and GTS reporting units was impaired in 2022 for $70.2 million and $25.8 million respectively due to triggering events in the third quarter related to a continued decline in the Company's market capitalization, significant losses in the Renewables segment and interest rate increases and limitations on accessing capital, which raised substantial doubt regarding the Company's ability to continue as a going concern. The fair value of the reporting units was valued using a market approach. The impairment assessment concluded that the fair value of the Renewables reporting unit was in excess of its carrying amount, which was negative. After impairments, the Company had $7.0 million of goodwill remaining at December 31, 2022 associated with Orbital Solar Services ("OSS) acquired in 2020. At the same time as the goodwill impairment, the Company assessed the other intangibles in the Renewables segment and determined the Customer relationship intangible was fully impaired and the remaining $4.3 million of book value was written off in the third quarter of 2022.

During the fourth quarter of 2022, triggering events of the same nature led to further valuation of the Company's indefinite-lived intangible assets using a relief from royalties method which resulted in impairment. The impairment assessment included significant assumptions related to revenue growth rates, royalty rates, and discount rates. For the year ended December 31, 2022, management concluded that indefinite-lived intangibles were impaired by $9.3 million dollars primarily attributable to the Front Line and GTS trade names. 

The Company tests for impairment of indefinite-lived intangibles and goodwill in the second quarter of each year and when events or circumstances indicate that the carrying amount of goodwill exceeds its fair value and may not be recoverable. 

Under current accounting guidance, Orbital Infrastructure Group is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The guidance includes a number of factors to consider in conducting the qualitative assessment. 

During the first quarter of 2023, management considered all known events and circumstances that might trigger an impairment of goodwill, noting none. The remaining goodwill of $7.0 million dollars is associated with OSS which has a negative carrying value.

Accrued expenses

Accrued expenses are liabilities that reflect expenses on the statement of operations that have not been paid or recorded in accounts payable at the end of the period. At March 31, 2023 and  December 31, 2022, accrued expenses of $45.2 million and $39.1 million, respectively included the following components:

(in thousands)	March 31		December 31
	2023		2022
Accrued bonding	$	1,962	$	1,920
Accrued compensation		4,559		5,589
Working capital adjustment on Front Line Power Construction acquisition		4,592		4,592
Accrued interest payable		6,886		5,885
Accrued taxes payable		669		248
Accrued subcontractor expenses		16,274		11,299
Accrued union dues		874		937
Accrued vendor invoices and accrued other expenses		9,382		8,595
Total accrued expense	$	45,198	$	39,065

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Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are detailed in "Note 2 Summary of Significant Accounting Policies" within Item 8 of the Company's Annual Report on Form 10-K for the year ended  December 31, 2022 filed with the SEC on April 7, 2023.

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Note 3 - Discontinued Operations and Sale of a Business

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

3. DISCONTINUED OPERATIONS AND SALE OF A BUSINESS

As part of the Company’s stated strategy to transform Orbital Infrastructure Group into a diversified energy infrastructure services platform serving North American energy customers, the Company’s board of directors made the decision to divest of its Orbital Gas subsidiaries. The Orbital Gas subsidiaries provide proprietary gas measurement and sampling technologies and the integration of process control and measuring/sampling systems. They are legacy businesses that are not part of the Company’s strategy of building an infrastructure services company serving the electric power, telecommunications and renewable markets. The disposition of the Orbital Gas subsidiaries will facilitate the Company’s restructuring and cost savings initiatives and are intended to realign and simplify its business structure and better position the Company for future growth and improved profitability. In the fourth quarter of 2021, the Company recorded a $9.2 million impairment related to its U.K. operations to write the value of its investment in the U.K. operations to its expected realizable value of 3 million GBP ($4.1 million on December 31, 2021).

The Company's U.K. operations were divested in May 2022 and most of the assets of the North American operation were divested in the third quarter of 2022. At March 31, 2023 and December 31, 2022, the remaining assets held for sale were the Company's VE Technology intellectual property and certain fixed assets at Eclipse Foundation Group.

Assets held for sale that are included on the Company's balance sheet, relate to the company's discontinued businesses, and are described below. As of March 31, 2023 and December 31, 2022 there were no liabilities held for sale.

	As of		As of
	March 31,		December 31,
(in thousands)	2023		2022
Carrying amounts of the major classes of assets included in discontinued operations:
Property and equipment	$	1,385	$	1,385
Other intangible assets		1,813		1,813
Total assets of the disposal group classified as held for sale	$	3,198	$	3,198

Selected data for these discontinued businesses consisted of the following:

Reconciliation of the Major Classes of Line Items Constituting Pretax Loss from

Discontinued Operations to the After-Tax Loss from Discontinued Operations That Are

Presented in the Condensed Consolidated Statement of Operations

(in thousands)	For the Three Months
	Ended March 31,
Major classes of line items constituting pretax loss from discontinued operations:	2023			2022
Revenues	$	85		$	3,986
Cost of revenues		(191	)		(2,694	)
Selling, general and administrative expense		(162	)		(2,139	)
(Provision) credit for bad debt		—			(91	)
Interest expense		—			(7	)
Other expense		—			(8	)
Pretax loss from discontinued operations		(268	)		(953	)
Income tax expense		—			—
Total loss from discontinued operations	$	(268	)	$	(953	)

Net cash provided by operating activities of discontinued operations for the  three months ended March 31, 2023 was $ 0.6 million.

Net cash provided by investing activities of discontinued operations for the three months ended March 31, 2023 was $0 dollars.

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Note 4 - Revenue From Contracts With Customers

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

4. REVENUE FROM CONTRACTS WITH CUSTOMERS 

The Electric Power segment provides full service building, maintenance and support to the electrical power distribution, transmission, substation, and emergency response sectors of North America through Front Line Power, and Orbital Power Services. The Telecommunications segment composed of Gibson Technical Services and subsidiaries provides technical implementation, design, maintenance, emergency and repair support services in the broadband, wireless, and outside plant and building technologies.  The Renewables segment, Orbital Solar Services, provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility scale solar and community solar construction.

For our construction contracts, revenue is generally recognized over time. Our fixed price and unit-price construction projects generally use a cost-to-cost input method or an output method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Under the output method, progress towards completion is measured based on units of work completed based on the contractual pricing amounts.  We construct comprehensive revenue calculations based on quantifiable measures of actual units completed multiplied by the agreed upon contract prices per item completed. Revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service.

For certain types of over time revenue jobs, the Company utilizes the right-to-invoice practical expedient. In these instances, we have a right to invoice the customer for an amount that corresponds directly with the value transferred to the customer for our performance completed to date. When this practical expedient is used, we recognize revenue based on billing and calculate any additional revenue earned that is unbilled at the period end. We have contracts which have payment terms dictated by daily or hourly rates where some contracts may have mixed pricing terms which include a fixed fee portion. For contracts in which we charge the customer a fixed rate based on the time or materials spent during the project, we recognize revenue in the amount to which we have the right to invoice, which corresponds to the value transferred to the customer. 

For any job where the customer does not simultaneously receive and consume the benefits of our performance as we perform the service, the timing of revenue recognition also depends on the payment terms of the contract. For those contracts for which we have a right to payment for performance completed to date at all times throughout our performance, inclusive of a cancellation, we recognize revenue over time. As discussed above, these performance obligations use a cost-to-cost input method or output method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. However, for those contracts for which we do not have a right, at all times, to payment for performance completed to date and we are not enhancing a customer-controlled asset, we recognize revenue at the point in time when control is transferred to the customer.

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

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

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

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

At times, customers may request changes that either amend, replace or cancel existing contracts. Judgment is required to determine whether the specific facts and circumstances within the contracts require the changes to be accounted for as a separate contract or as a modification. Generally, contract modifications containing additional goods and services that are determined to be distinct and sold at their stand-alone selling price are accounted for as a separate contract. For contract modifications where goods and services are not determined to be distinct and sold at their stand-alone selling price, the original contract is updated and the required adjustments to revenue and contract assets, liabilities, and other accounts will be made accordingly.

Accounts Receivable, Contract Assets and Contract Liabilities

Accounts receivable are recognized in the period when our right to consideration is unconditional. We also assess our customer's ability and intention to pay, which is based on a variety of factors, including our historical payment experience with and the financial condition of our customers.

Payment terms and conditions vary by contract, and are within industry standards across our business lines. Accounts receivable are recognized net of an allowance for doubtful accounts.

The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenue recognized under the output method or input cost-to-cost method exceeds the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Also included in contract assets are retainage receivables and amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders or modifications in dispute or unapproved as to both scope and/or price or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the Condensed Consolidated Balance Sheets.

Contract liabilities from our construction contracts occur when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost or output method measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts and provision for future contract losses for those contracts estimated to close in a gross loss position. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue.

Balances and activity in the current contract liabilities as of and for the three months ended March 31, 2023 and 2022 was as follows:

	For the Three Months
	Ended March 31,
(in thousands)	2023			2022
Total contract liabilities - beginning of period	$	10,218		$	6,503
Other contract additions, net		1,701			6,905
Change in provision for loss		(3,567	)		—
Revenue recognized		(5,652	)		(6,938	)
Total contract liabilities - end of period	$	2,700		$	6,470

Performance Obligations

Remaining Performance Obligations

Remaining performance obligations represents the transaction price of contracts with customers for which work has not been performed and excludes unexercised contract options and potential orders under ordering-type contracts. As of March 31, 2023, the Company's remaining performance obligations are generally expected to be filled within the next 12 months. For the contracts that are greater than 12 months the Company has approximately $142.2 million in the aggregate of future revenue related to remaining performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2023. 

Any adjustments to net revenues, cost of revenues, and the related impact to operating income are recognized as necessary in the period they become known. These adjustments may result from positive program performance and may result in an increase in operating income during the performance of individual performance obligations, if we determine we will be successful in mitigating risks surrounding the technical, schedule and cost aspects of those performance obligations. Likewise, these adjustments may result in a decrease in operating income if we determine we will not be successful in mitigating these risks. Changes in estimates of net revenues, cost of revenues and the related impact to operating income are recognized on a cumulative catch-up basis in the period they become known, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation's percentage of completion. A significant change in one or more of these estimates could affect the profitability of one or more of our performance obligations. 

Performance Obligations Satisfied Over Time

To determine the proper revenue recognition method for our contracts satisfied over time, we evaluate whether a single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to separate the single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period.

For most of our contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability (even if that single project results in the delivery of multiple units). Hence, the entire contract is accounted for as one performance obligation. Less commonly, however, we may promise to provide distinct goods or services within a contract in which case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. We infrequently sell standard products with observable standalone sales. In cases where we do, the observable standalone sales are used to determine the standalone selling price. More frequently, we sell a customized customer specific solution, and in these cases, we typically use the output method or the expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.

Variable Consideration

The nature of our contracts gives rise to several types of variable consideration. In rare instances, we include in our contract estimates, additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably, and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. These amounts are included in our calculation of net revenue recorded for our contracts and the associated remaining performance obligations. Additionally, if the contract has a provision for liquidated damages in the case that the Company misses a timing target, or fails to meet any other contract benchmarks, the Company accounts for those estimated liquidated damages as variable consideration and will adjust revenue accordingly with periodic updates to the estimated variable consideration as the job progresses. Liquidated damages are recognized as variable consideration and are estimated based on the most likely amount that is deemed probable of realization.

Two large solar projects have liquidated damages included within their customer contracts. In the event of a delay in the achievement of project milestones, the contracts specify the dollar amount of delay damages owed each day past the agreed upon milestone date. These delay liquidated damages are capped at 15% of the project contract price. During Q4 2022, the estimated completion dates on these two large solar projects were pushed passed milestone due dates in which the Company is contractually obligated to meet. As a result of these delays, the Company recorded liquidated damages as variable consideration, reducing the contract price on these two projects by a total of $17.1 million in 2022. This reduction in contract price along with additional estimated costs to complete the projects resulted in a catch-up adjustment to reduce revenue recorded year-to-date in 2022 by $21.4 million dollars. The customer on these two solar projects has the right to invoice, but as of May 15, 2023, has not yet sent an invoice for liquidated damages. Although the Company accrued for these liquidated damages in 2022, there is a possibility that some or all of the $17.1 million in liquidated damages could be reversed in future years if the customer does not invoice for these damages or if a legal settlement is reached.

Significant Judgments

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

At times, customers may request changes that either amend, replace or cancel existing contracts. Judgment is required to determine whether the specific facts and circumstances within the contracts require the changes to be accounted for as a separate contract or as a modification. Generally, contract modifications containing additional goods and services that are determined to be distinct and sold at their stand-alone selling price are accounted for as a separate contract. For contract modifications where goods and services are not determined to be distinct and sold at their stand-alone selling price, the original contract is updated and the required adjustments to revenue and contract assets, liabilities, and other accounts will be made accordingly.

Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately rather than together may require significant judgment. For, example, we consider many of our contracts that coordinate multiple products into an integrated system to be a single performance obligation, while the same products would be considered separate performance obligations if not so integrated.

In contracts where there are timing differences between when we transfer a promised good or service to the customer and when the customer pays for that good or service, we have determined that, our contracts do not include a significant financing component.

The following table presents the Company's revenues disaggregated by the type of customer:

	For the Three Months								For the Three Months
	Ended March 31, 2023								Ended March 31, 2022
(in thousands)	Electric Power		Telecommunications		Renewables		Total		Electric Power		Telecommunications		Renewables		Total
Utilities	$	36,808	$	214	$	—	$	37,022	$	39,251	$	—	$	—	$	39,251
Telecommunications		133		26,745		—		26,878		—		16,095		—		16,095
Renewables		—		—		14,929		14,929		—		—		14,464		14,464
Other		1,357		—		—		1,357		444		—		—		444
Total revenues	$	38,298	$	26,959	$	14,929	$	80,186	$	39,695		16,095	$	14,464	$	70,254

The following table presents the Company's revenues disaggregated by type of contract:

	For the Three Months								For the Three Months
	Ended March 31, 2023								Ended March 31, 2022
(in thousands)	Electric Power		Telecommunications		Renewables		Total		Electric Power		Telecommunications		Renewables		Total
Cost-plus contracts	$	15,268	$	—	$	—	$	15,268	$	17,237	$	112	$	—	$	17,349
Fixed price contracts		6,187		1,291		14,929		22,407		7,742		2,319		14,464		24,525
Unit price contracts		16,843		25,668		—		42,511		14,716		13,664		—		28,380
Total revenues	$	38,298	$	26,959	$	14,929	$	80,186	$	39,695	$	16,095	$	14,464	$	70,254

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Note 5 - Inventories

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Inventory Disclosure [Text Block]

5. INVENTORIES

Inventories consist of raw materials and work-in-process and and are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method as a cost flow convention or through the moving average cost method. At March 31, 2023 and December 31, 2022, inventory by category is valued net of reserves and consists of:

	As of March 31,		As of December 31,
(in thousands)	2023		2022
Raw materials	$	1,706	$	1,338
Work-in-process		151		353
Total inventories	$	1,857	$	1,691

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Note 6 - Investments

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Investment [Text Block]

6. INVESTMENTS

The Company has a minority ownership in Virtual Power Systems ("VPS"). The VPS investment basis at March 31, 2023 and December 31, 2022 was $1.1 million and $1.1 million, respectively, as reflected on the condensed consolidated balance sheets. The investment is held at March 31, 2023 under the cost method of accounting for investments. 

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Note 7 - Leases

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Lease Disclosure [Text Block]

7. LEASES

Operating leases

Consolidated total operating lease costs were $1.6 million for the three months ended March 31, 2023 and $1.8 million for the three months ended March 31, 2022 and are included in cost of sales; selling, general and administrative expense; and other income (expense), on the condensed consolidated statement of operations. 

Future minimum operating lease obligations at March 31, 2023 are as follows for the years ended December 31:

(in thousands)
2023 (remaining period)	$	4,212
2024		4,619
2025		3,118
2026		2,616
2027		1,963
Thereafter		1,815
Interest portion		(2,672	)
Total operating lease obligations	$	15,671

Total lease cost and other lease information is as follows:

	For the Three Months Ended March 31,
(in thousands)	2023			2022
Operating lease cost	$	1,591		$	1,623
Short-term lease cost		62			59
Variable lease cost		71			251
Sublease income		(129	)		(129	)
Total lease cost	$	1,595		$	1,804

Other information - Operating leases (in thousands)	For the Three Months Ended March 31,
	2023			2022
Cash paid for amounts included in the measurement of lease obligations:
Operating cash flows used in operating leases	$	(1,526	)	$	(1,635	)
Right-of-use assets obtained in exchange for new operating lease obligations	$	240		$	3,172
Weighted-average remaining lease term - operating leases (in years)		4.5			4.5
Weighted-average discount rate - operating leases		7.1	%		7.1	%

Variable lease costs primarily include common area maintenance costs, real estate taxes and insurance costs passed through to the Company from lessors.

Financing leases

Consolidated total financing lease costs were $1.2 million and $1.5 million for the three months ended March 31, 2023 and 2022 and are included in depreciation in cost of sales and interest expense.

Future minimum finance lease obligations at March 31, 2023 are as follows for the years ended December 31:

(in thousands)
2023 (remaining period)	$	4,658
2024		5,336
2025		1,945
2026		946
2027		48
Thereafter		—
Interest portion		(1,188	)
Total financing lease obligations	$	11,745

Total financing lease costs are as follows:

	For the Three Months Ended March 31,
(in thousands)	2023		2022
Depreciation of financing lease assets	$	1,016	$	1,308
Interest on lease liabilities		199		241
Total finance lease cost	$	1,215	$	1,549

Other information - Financing leases	For the Three Months Ended March 31,
(in thousands)	2023			2022
Cash paid for amounts included in the measurement of lease obligations:
Operating cash flows from financing leases	$	(199	)	$	(241	)
Financing cash flows from financing leases	$	(1,310	)	$	(1,212	)
Right-of-use assets obtained in exchange for new financing lease obligations	$	67		$	837
Weighted-average remaining lease term - financing leases (in years)		2.4			2.8
Weighted-average discount rate - finance leases		6.5	%		6.5	%

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Note 8 - Stock-based Compensation and Expense

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

8. STOCK-BASED COMPENSATION AND EXPENSE

All common stock share and per share data reflects the reverse stock split effective April 21, 2023, as described in Note 19 Subsequent Events, Reverse stock split.

Through December 31, 2021, the Company had been vesting a series of stock appreciation rights (SARS) to be settled in cash to certain executives. The SARS were considered liability-classified awards meaning their fair-values were remeasured at the end of each reporting period using a binomial lattice model and any changes in fair value for the vesting periods to-date were recorded through the income statement with a corresponding liability accrued on the balance sheet. Since December 31, 2021, the SARS have been exchanged for restricted stock units (RSUs) on the modification date of January 14, 2022 as approved by the Board of Directors. To account for this exchange, the company revalued the SARS as of the modification date of January 14, 2022 using the binomial lattice model and recorded changes in the vested value since December 31, 2021 as an adjustment to the income statement. The Company then reclassified the SARS accrued liability to APIC for new RSUs and recognized incremental expense. Shares deemed vested at the modification date were released and issued net of tax in March 2022. The SARS that converted to RSUs, were added to the Company's existing RSU program. The company recorded $0.6 million of expense for RSUs for the three months ended March 31, 2023.

Restricted Stock

In  March 2021, the Company granted 3 million restricted shares with an aggregate fair value of $16.4 million with a graded vesting schedule. One-third of which were vested in  April 2021, one-third of which were due to vest in  April 2022, and one-third of which were due to vest in  April 2023. The Company recorded zero and a net credit of $3.9 million, respectively, to compensation expense related to the forfeiture of these grants in the three months ended March 31, 2023 and March 31, 2022 respectively. The credit to compensation expense in the first three months of 2022 was due to a $5.2 million reversal of expense related to the forfeiture of the unvested restricted stock upon the termination of an employee as of March 31, 2022. 

Restricted Stock Units

	Number of restricted shares			Weighted-average grant date fair value
Non-vested shares, beginning of year		104,094		$	55.35
Granted		—			—
Vested		(14,802	)		78.70
Forfeited		(2,147	)		106.08
Non-vested shares, end of year		87,145		$	50.13

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Note 9 - Warrants

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Warrants [Text Block]

9. WARRANTS

All common stock share and per share data reflects the reverse stock split effective April 21, 2023, as described in Note 19 Subsequent Events, Reverse stock split.

On April 28, 2022, the Company entered into a Securities Purchase Agreement with an institutional investor. The Purchase Agreement provides for the sale and issuance by the Company of an aggregate of: (i) 225,000 shares of the Company’s common stock, $0.001 par value, (ii) pre-funded warrants to purchase up to 178,847 shares of Common Stock and (iii) accompanying warrants to purchase up to 403,846 shares of Common Stock. The offering price per share and associated prefunded warrants was $52.00 for the shares and $51.996 for the prefunded warrants. The prefunded warrants were immediately exercisable, had an exercise price of .004 and were exercised during the three months ended June 30, 2022.

The accompanying warrants have an exercise price of $52.40, and will be exercisable 6-months after their date of issuance and will expire on the fifth anniversary of the original issuance date.

Common stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging - Contracts in Entity's Own Equity (ASC Topic 815), as either derivative liabilities or equity instruments depending on the specific terms of the warrant agreement.

The Company’s warrants are considered to be derivative warrants, are classified as liabilities, and are recorded at fair value. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the consolidated statements of operations. The Company uses the Black-Scholes pricing model to estimate the fair value of the related derivative warrant liability. The warrants are classified as Level 3 liabilities (see Note 12 for fair value disclosures.)

Warrants outstanding and warrant activity for the three months ended March 31, 2023 is as follows:

Description	Classification	Exercise Price		Expiration Date	Balance December 31, 2022		Warrants Issued		Warrants Exercised		Warrants Expired		Balance March 31, 2023
Warrants	Liability	$	52.40	April 2027		403,846		-		-		-		403,846
Total						403,846		-		-		-		403,846

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Note 10 - Segment Reporting

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

10. SEGMENT REPORTING

Operating segments are defined in accordance with ASC 280-10 as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The measurement basis of segment profit or loss is income (loss) from operations. Management has identified five operating segments based on the activities of the Company in accordance with ASC 280-10. These operating segments have been aggregated into three reportable segments. The three reportable segments are Electric Power, Telecommunications, and Renewables and an Other category. 

The Electric Power segment consists of Front Line Power Construction, LLC, Orbital Power, Inc. and Eclipse Foundation Group. The segment provides comprehensive solutions to customers in the electric power industries. 

The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired  April 13, 2021). GTS is an Atlanta-based telecommunications company providing diversified telecommunications services nationally since 1990 and is the parent of the following companies: IMMCO, Inc., Full Moon Telecom, and Coax Fiber Solutions, LLC.

The Renewables segment consists of Orbital Solar Services based in Raleigh, North Carolina. Orbital Solar Services provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility-scale solar construction. The Company serves a wide variety of project types, including commercial, substation, solar farms and public utility projects.

The Other category is made up primarily of the Company's corporate activities. This category does not include any operating segments and does not generate revenue. 

The following information represents segment activity for the three months ended March 31, 2023:

(in thousands)	Electric Power		Telecommunications		Renewables			Other			Total
Revenues from external customers	$	38,298	$	26,959	$	14,929		$	—		$	80,186
Depreciation and amortization (1)		3,988		1,232		179			16			5,415
Interest expense		5,852		106		12			5,194			11,164
Income (loss) from operations		2,705		2,826		(4,613	)		(4,195	)		(3,277	)
Expenditures for long-lived assets		297		336		1			6			640

⁽¹⁾  For the Electric Power segment, the Telecommunications segment, and the Renewables segment, depreciation and amortization includes $2.6 million, $0.18 million and $5 thousand respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.

The following information represents segment activity for the three months ended March 31, 2022:

(in thousands)	Electric Power			Telecommunications		Renewables		Other			Total
Revenues from external customers	$	39,695		$	16,095	$	14,464	$	—		$	70,254
Depreciation and amortization (1)		6,975			1,091		608		16			8,690
Interest expense		4,071			37		2		3,929			8,039
Income (loss) from operations		(711	)		477		428		(1,982	)		(1,788	)
Expenditures for long-lived assets (2)		943			423		—		36			1,402

⁽¹⁾   For the Electric Power segment and the Telecommunications segment, depreciation and amortization includes $3.2 million and $0.2 million respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.

⁽²⁾  Includes purchases of property, plant and equipment and other intangible assets. The Other category includes expenditures for discontinued operations of $10 thousand.

The following information represents selected balance sheet items by segment as of  March 31, 2023:

(in thousands)	Electric Power		Telecommunications		Renewables		Other		Total
Segment assets	$	162,779	$	72,749	$	17,297	$	15,388	$	268,213
Goodwill		—		—		7,006		—		7,006
Other intangible assets, net		83,955		23,705		1,285		—		108,945

The following information represents selected balance sheet items by segment as of December 31, 2022:

(in thousands)	Electric Power		Telecommunications		Renewables		Other		Total
Segment assets	$	167,245	$	67,920	$	18,932	$	17,474	$	271,571
Goodwill		—		—		7,006		—		7,006
Other intangible assets, net		85,355		24,333		1,446		—		111,134

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Note 11 - Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Accounting Standards Update and Change in Accounting Principle [Text Block]

11. RECENT ACCOUNTING PRONOUNCEMENTS

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects to allow reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any interim period, but it shall be adopted as of the beginning of the fiscal year that includes that interim period. ASU 2023-02 is not expected to have a material effect on our consolidated financial statements.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic) 842: Common Control Arrangements. Topic 842 requires that entities determine whether a related-party arrangement between entities under common control is a lease. If the arrangement is determined to be a lease, an entity must classify and account for the lease on the same basis as an arrangement with an unrelated party. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any interim period, but it shall be adopted as of the beginning of the fiscal year that includes that interim period. ASU 2023-01 is not expected to have a material effect on our consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations to enhance transparency about an entity’s use of supplier finance programs. Under the ASU, the buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a roll-forward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. An entity should also consider whether the existence of a supplier finance program changes the appropriate presentation of the payables in the program from trade payables to borrowings. The amendments in this update were effective for the Company for fiscal periods beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of roll-forward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company did not identify any supplier finance program obligations and the new standard did not have an effect on the Company's financial position or results of operations.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring fair value. It also requires the following disclosures for equity securities subject to the contractual sale restrictions: 1) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; 2) the nature and remaining duration of the restriction(s); and 3) the circumstances that could cause a lapse in the restriction(s). ASU 2022-03 is effective for the fiscal years and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The guidance should be applied prospectively. ASU 2022-03 is not expected to have a material effect on our consolidated financial statements.

On October 28, 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This guidance requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. This standard was designed to provide consistent recognition and measurement guidance for revenue contracts with customers. Legacy guidance requires entities to record contract assets and contract liabilities acquired to be recorded at fair value. The amendments were effective for the Company for fiscal years beginning after December 15, 2022. The Company has not completed any business combinations since the effective date of the new standard therefor, there is no impact on the Company's financial position or results of operations.

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Note 12 - Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Fair Value Disclosures [Text Block]

12. FAIR VALUE MEASUREMENTS

The Company’s fair value hierarchy for our financial liabilities as of March 31, 2023 and December 31, 2022 was as follows:

(in thousands)
March 31, 2023	Level 1		Level 2		Level 3		Total
Contingent consideration	$	—	$	—	$	570	$	570
Front Line Power Construction seller financed debt, net of discount		—		69,000		—		69,000
Financial instrument liability - related to Syndicated debt		—		—		607		607
Financial instrument liability - related to Front Line Power Construction seller financed debt		—		—		44,785		44,785
Prepaid advance agreement		—		—		—		—
Warrant liability		—		—		1,131		1,131
Total liabilities	$	—	$	69,000	$	47,092	$	116,093

December 31, 2022	Level 1		Level 2		Level 3		Total
Contingent consideration	$	—	$	—	$	570	$	570
Front Line Power Construction seller financed debt, net of discount		—		68,753		—		68,753
Financial instrument liability - related to Syndicated debt		—		—		536		536
Financial instrument liability - related to Front Line Power Construction seller financed debt		—		—		43,693		43,693
Prepaid advance agreement		—		1,829		—		1,829
Warrant liability		—		—		1,777		1,777
Total liabilities	$	—	$	70,582	$	46,575	$	117,158

(in thousands)	Financial Instrument Liability - related to Syndicated debt
Balance at December 31, 2022	$	536
Fair value adjustment to financial instrument liability		71
Balance at March 31, 2023	$	607

(in thousands)	Financial Instrument Liability - related to FLP seller financed debt
Balance at December 31, 2022	$	43,693
Fair value adjustment to financial instrument liability		1,093
Balance at March 31, 2023	$	44,785

(In thousands)	Warrant Liability
Balance at December 31, 2022	$	1,777
Fair value adjustment to warrant liability		(646	)
Balance at December 31, 2022	$	1,131

See note 16 for more information about the Company's prepaid advance agreement. There were no transfers between Level 3 and Level 2 in the three months ended March 31, 2023 as determined at the end of the reporting period.

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Note 13 - Loss Per Common Share

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Earnings Per Share [Text Block]

13. LOSS PER COMMON SHARE

All common stock share and per share data reflects the reverse stock split effective April 21, 2023, as described in Note 19 Subsequent Events, Reverse stock split.

In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 260 (“FASB ASC 260”), “Earnings per Share,” Basic loss from continuing operations per share, basic income from discontinued operations per share and basic net income (loss) per share that is available to shareholders is computed by dividing the income or loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the respective loss available to common stockholders by the weighted average number of diluted shares outstanding during the period calculated using the treasury stock method. Due to the Company’s loss from continuing operations in the three months ended March 31, 2023 and March 31, 2022, the assumed exercise of stock options, warrants and the unvested restricted stock that would otherwise increase diluted shares using the treasury stock method would have had an antidilutive effect and therefore 5 thousand shares related to stock options, 0.4 million warrants outstanding at March 31, 2023 and 87 thousand shares of restricted stock units were excluded from the computation of diluted net loss per share for the three months ended March 31, 2023 and 5 thousand shares related to stock options outstanding at  March 31, 2022 were excluded for the three months ended March 31, 2022 and zero shares of restricted stock and restricted stock units were excluded from the computation of diluted net loss per share for the three months ended March 31, 2022.  Accordingly, diluted earnings (loss) per share for continuing operations, discontinued operations and net income is the same as basic earnings (loss) per share for continuing operations, discontinuing operations and net loss for the three months ended  March 31, 2023 and 2022.

	For the Three Months
(in thousands, except share and per share amounts)	Ended March 31,
	2023			2022
Loss from continuing operations, net of income taxes	$	(20,257	)	$	(36,670	)
Loss from discontinued operations, net of income taxes		(268	)		(953	)
Net loss	$	(20,525	)	$	(37,623	)
Basic and diluted weighted average number of shares outstanding		4,327,323			2,078,168
Loss from continuing operations per common share - basic and diluted	$	(4.60	)	$	(17.63	)
Loss from discontinued operations per common share - basic and diluted		(0.06	)		(0.46	)
Loss per common share - basic and diluted	$	(4.66	)	$	(18.09	)

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Note 14 - Income Taxes

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

14. INCOME TAXES

The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. The Company continues to record a full valuation allowance against the Company's U.S. net deferred tax assets. In future periods, tax benefits and related deferred tax assets will be recognized when management concludes realization of such amounts is more likely than not.

Total net income tax expense of $0.5 million and $0.2 million were recorded to the income tax provision from continuing operations for the three months ended March 31, 2023, and March 31, 2022, respectively, resulting in an effective tax rate of (2.7%) and (0.7%), respectively.  Income tax expense was primarily due to state minimum taxes.

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Note 15- Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Comprehensive Income (Loss) Note [Text Block]

15. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss are as follows:

(in thousands)	As of March 31, 2023			As of December 31, 2022
Foreign currency translation adjustment	$	(673	)	$	(691	)
Accumulated other comprehensive loss	$	(673	)	$	(691	)

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Note 16 - Notes Payable and Line of Credit

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

16. NOTES PAYABLE AND LINE OF CREDIT

Notes payable is summarized as follows:

(in thousands)	As of March 31, 2023			As of December 31, 2022
Syndicated debt (1)	$	114,463		$	114,725
Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2)		69,168			69,168
Note Payable - financing notes (3)		887			2,210
Seller Financed notes payable - Reach Construction Group, LLC acquisition (4)		3,480			3,480
Vehicle and equipment loans (5)		2,120			2,014
Non-recourse payable agreements (6)		5,220			10,400
Notes payable - Institutional investor (7)		75,677			60,780
Prepaid Advance agreement (8)		-			1,829
Conditional settlement notes payable agreement (9)		1,500			2,250
Full Moon and CFS - loans to prior owners (10)		23			29
Subtotal		272,538			266,885
Unamortized prepaid financing fees		(20,551	)		(21,649	)
Total long-term debt		251,987			245,236
Less: notes payable, current		(250,711	)		(144,708	)
Notes payable, less current portion	$	1,276		$	100,528

⁽¹⁾ On November 17, 2021, the Company entered into a credit agreement and associated documents (the “Credit Agreement”) with Alter Domus (US), LLC (“Alter Domus”), as administrative agent and collateral agent and various lenders (the “Lenders”) in order to enable the Company to finance the acquisition of Front Line Power Construction, LLC. The Lenders made a Term Loan to Front Line in the initial principal amount of $105,000,000 for the purposes of financing the acquisition and the associated expenses. The term loan initially bears interest at the three-month Adjusted LIBOR Rate, plus the Applicable Margin, of which 2.5% may be paid in-kind. The Term Loan shall be repaid in consecutive quarterly installments of $262,500, and commenced on June 30, 2022. The Credit Agreement provides for mandatory prepayments on the occurrence of events such as sales of assets, Consolidated Excess Cash Flow and Excess Receipts during the term. The credit agreement provides for prepayment premiums (initially 5% on prepayments made in the first 30 months of the term, declining to 1% in the final year of the term). The Term Loan matures on November 17, 2026, subject to acceleration on Events of Default. The interest rate on the term notes at March 31, 2023 was 17.38% with an effective rate of 23.5%. In  November 2022, The Company resolved a dispute with the Syndicated lenders whereby the Syndicated lenders deemed the Company to be in default of its credit agreement due to the Company using proceeds from Front Line Power's operations to pay down $9.5 million of the Company's working capital adjustment with the sellers of Front Line Power. As part of a consent agreement with the lenders, the Company agreed to pay the lenders in a paid-in-kind amount of $10.5 million, which was added to the Syndicated debt balance and included $1.0 million of interest calculated from the date of the first intercompany advance that the Company made. The $10.5 million was added to the original issue discount and will be amortized to interest expense over the life of the loan. At  March 31, 2023 the Company was not in compliance with all debt covenants but is seeking a forbearance on the default, and has reclassified the $96.5 million long-term balance of the term loan net of discount to current liabilities.

(2)	On November 17, 2021, the Company entered into two unsecured promissory notes, one with Kurt A Johnson, Jr, for $34,256,000 and the second for $51,384,000 with Tidal Power Group LLC. These promissory notes bear interest at a rate of 6% per annum and as modified on April 29, 2022 and December 30, 2022, $20 million was paid on May 6, 2022, $15 million is due on or before April 1, 2023 and the remaining balance is due on May 31, 2023. On December 10, 2021, Kurt A Johnson Jr. received an additional unsecured promissory note in the principal sum of $1,090,000 also with a 6% per annum interest rate in exchange for a reduction of shares issued to Kurt of 400,000. This note was paid off as part of the  May 6, 2022 payment. Additionally in amendments to the note, the Company also agreed to reduce the restriction period under the Tidal Lockup letter from two years to one year and to the extent that if the value of the shares previously issued to Tidal Power were less than $160.00 per share after the effects of the reverse stock split, upon expiration of the restriction period ending April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period ending April 1, 2023, so that the value of his stock consideration is no less than $17,635,228, which is equal to $160.00 per common share after the effects of the reverse stock split. Any shortfall would be made up by issuing Mr. Johnson additional common shares. In 2022, the Company recorded a $26.2 million loss on extinguishment related to these loan modifications. The Company did not make the required cash payments on April 1, 2023 and is in default on the unsecured promissory notes but received a verbal forbearance from the note holders. The Company did not issue make-whole shares upon the April 1, 2023 expiration of the restriction period and effected an agreement to extend the restriction period to September 30, 2023. See Note 19 - Subsequent Events for additional information.
(3)	The Company executes notes payable with First Insurance Funding for the purposes of financing a portion of the Company's insurance coverage. The Company executed a note payable in July 2022 for $3.3 million and one in November 2022 for $0.7 million both at 3.28% interest. These two notes are scheduled to mature in May 2023.
(4)	Includes two seller-financed notes payable, one for $5 million and the second for $1.5 million. In August 2021, the $5 million note was amended from its original 18-month term; the Company paid $1 million in cash and exchanged 3,895 shares of common stock after the effects of the reverse stock split in exchange for an additional $1 million reduction in principal. The new loan had a face value of $2.0 million at a rate of 6% per annum and was recorded based on an estimated market interest rate of 10% per annum with an original issue discount of $48 thousand. The second seller financed note payable is due 36-months from the April 1, 2020 acquisition date. Both notes had an original stated interest rate of 6% per annum. In 2022, the Company filed and served a Federal Civil Complaint asserting various causes-of-action against the holder of the note, including misrepresentations made during the course of negotiating this transaction. Based on that complaint, the evidence contained therein, and the conduct described, the Company reasonably believes that it owes no additional compensation as a result of this transaction and will be making no payments toward this obligation until legal determinations have been made.
(5)	Includes vehicle and equipment loans with interest rates ranging from 0% to 9.15%.
(6)	The Company entered into a non-recourse agreement, which was originated in November 2021 with a face amount of $9.5 million. The Company received net cash proceeds of $6.9 million. The Company recorded a liability of $9.5 million and a debt discount of $2.6 million. Under the terms of the agreement, for the first 12 weeks, the Company made weekly payments of $148 thousand and for the final 20 weeks, the Company was to make payments of $384 thousand. The agreement had no stated interest rate, but the discount and loan origination fees were being amortized based on an 89% interest rate.  In  April 2022, the Company took out three non-recourse agreements for the sale of future revenues in the combined amount of $20.2 million. The Company received approximately $13.3 million after the deduction of an original issue discount and upfront fees. In  April 2022, the Company used part of the proceeds from these non-recourse agreements to pay off the non-recourse note of $4.2 million that was on the balance sheet as of  March 31, 2022 and recorded a loss on extinguishment of $0.4 million. The loans vary in length from 26 to 48 weeks. The Company paid off the smallest of the three notes in  June 2022 and recorded a loss on extinguishment of $0.1 million. Discounts on the remaining agreements were being amortized based on an effective interest rate of 88% and were scheduled to mature in the first quarter of 2023. In December 2022, The Company refinanced the remaining two agreements and recorded a loss on extinguishment of $0.5 million. As part of the refinancing, the Company took out three new agreements with a combined face amount of $11.4 million, which included combined original issue discounts of $3.6 million. Payments are $260 thousand per week until the agreements mature in October 2023, and the discounts were being amortized at a 94% effective interest rate. In February 2023, in order to remove certain liens associated with these obligations, proceeds from a new note with the institutional investor in item 7 below, were used to pay down an additional amount toward these three collective agreements of $1.8 million which created a new weighted-average effective interest rate across the three agreements of 164% and will cause the agreements to be paid off by the end of August 2023, prior to the original maturity. The combined carrying value of the agreements net of the approximately $1.4 million of original issue discounts at March 31, 2023 was $3.8 million.

(7)	On  December 20, 2021, the Company completed a note payable agreement with an institutional investor, as replaced on February 24, 2023, to surrender the original Unsecured Note with a Secured Promissory Note, with a face amount of $14.9 million and a stated interest rate of 9.0%. As part of the cancellation of the old note, the company recognized a $94 thousand loss on extinguishment. We may prepay all or a portion of the outstanding obligations under the note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months from the purchase price date of the new note, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the "Redemption Amount") subject to the monthly maximum redemption amount of $1.25 million per calendar month, by providing Company with a "Redemption Notice". This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting March 2023. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in March and recorded liquidated damages in other expense in the amount of $.4 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $15.4 million as of March 31, 2023.  On December 9, 2022, the Company entered into a Forbearance and Investment Agreement with the same institutional investor and its successors and/or assigns pursuant to which the Company issued a Secured Promissory Note in the face amount of $42.1 million. The note reflects the cancellation of $36.7 million of obligations under certain prior promissory notes issued to the institutional investor and $5,000,000 of additional funds made available to the Company.  As part of the cancellation of the former debt, the Company recorded a loss on extinguishment of $1.3 million in December of 2022. The new note carries an original issue discount of $350,000 and reimbursement of investor’s transactional expenses of $50,000, which are included in the initial principal balance of the new note. The note bears interests at nine percent 9% per annum and has a maturity date of 18 months after its issuance date of December 9, 2022. We may prepay all or a portion of the outstanding obligations under the new note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months from the purchase price date of the new note, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the "Redemption Amount") subject to the monthly maximum redemption amount of $2.5 million per calendar month, by providing Company with a "Redemption Notice". This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting December 2022. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in January, February and March of 2023 and recorded liquidated damages in other expense in the amount of $3.4 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $48.6 million as of March 31, 2023. On March 6, 2023, the Company entered into an Amended and Restated Secured Promissory Note, which was a replacement and substitution for a Secured Promissory Note issued to the institutional investor by the Company on February 1, 2023. The restated note has a face value of up to $20.9 million, a 9% stated interest rate, and carries an original issue discount of up to $2.9 million, of which, $.3 million was already earned as of the restatement date due to original cash draws received of $4.25 million and $1.5 million was associated with a restructuring fee. Additional draws are not to exceed $13.8 million and are subject to draw conditions. The outstanding balance shall be repaid on or before June 30, 2023 provided that no draws are advanced to the Company after June 27, 2023. Draws on this note through March 31, 2023 total $9.75 million in cash proceeds. This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting March 2023. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in March and recorded liquidated damages in other expense in the amount of $.3 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $10.6 million as of March 31, 2023. Pursuant to the restated note, the investor agreed to forebear from calling certain defaults against the Company applicable to all three of the outstanding notes prior to June 30, 2023. The agreement contains milestone events and deadlines which require the Company to pursue divestment of certain businesses in 2023 or incur penalties. Refer to the Company's Current Report on Form 8-K dated March 13, 2023 for further details.
(8)	On August 18, 2022, the Company entered into a Prepaid Advance Agreement (the “PPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $5.0 million from Yorkville (or such greater amount that the parties may mutually agree) (the “Pre-Paid Advance”), with a limitation on outstanding Pre-Paid Advances of $5.0 million and an aggregate limitation on the Pre-Paid Advances of $50.0 million. Each such Pre-Paid Advance will be offset upon the issuance of the Company’s common stock, par value $0.001 per share (“Common Stock”) to Yorkville at a price per share equal to the lower of: (a) a price per share equal to $0.01 above the market price on The Nasdaq Global Select Market (“Nasdaq”) as of the trading day immediately prior to the date of each closing (the “Fixed Price”), or (b) 96% of the lowest daily volume weighted average price of our Common Stock on Nasdaq during the five (5) trading days prior to each conversion date (the “Market Price” and the lower of the Fixed Price and the Market Price shall be referred to as the “Purchase Price”); however, in no event shall the Purchase Price be less than $8.00 per share after the effects of the reverse stock split. The Company elected the fair value option for this agreement with the debt being marked to market on a quarterly basis. The discount was amortized through interest expense over the life of the loan. The note had an original maturity date of October 27, 2022, which was extended to February 2023 in October 2022 and was paid off and has no carrying balance as of March 31, 2023.
(9)	In October 2020, the Company entered into a conditional settlement agreement with a subcontractor as amended to make payments of $3.5 million, of which $2.6 million is at zero interest, $0.9 million is at 5% interest and the total term of the agreement was amended to be two and a half years. The Company made a $500,000 payment in the fourth quarter of 2021, $500,000 in payments in the first quarter of 2022, a $250,000 payment in the fourth quarter of 2022, and $750,000 in payments in the first quarter of 2023. The Company was scheduled to make the final payment of $1.5 million plus accrued interest in April 2023 but amended the agreement in April 2023 to adjust the maturity to June 2023. The amendment also applies a 5% interest rate from the date of the amendment to the outstanding principal balance which was $1.5 million as of March 31, 2023.
(10)	Represents Coax Fiber Solutions opening balance sheet loans to prior Coax Fiber Solutions owners.

Line of Credit

On  August 19, 2021, the Company's GTS subsidiary entered into a $4.0 million variable rate line of credit agreement. Interest accrues at a rate of 2.05% over the Daily Simple Secured Overnight Financing Rate ("SOFR") index rate. In November 2022, the maturity date for the line of credit was extended to November 2023. At March 31, 2023 the Company had a $4.0 million outstanding balance on the line of credit and zero dollars were available for borrowing. Collateral on the line of credit includes inventory, accounts receivable, equipment and general intangibles. The line of credit agreement includes certain affirmative covenants, all of which the Company was in compliance with as of March 31, 2023.

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Note 17 - Concentrations

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Concentration Risk Disclosure [Text Block]

17. CONCENTRATIONS

The Company’s major product lines in 2022 and 2023 were electric power transmission and distribution maintenance and service, utility-scale solar construction projects and telecommunications maintenance and service.

The Company had the following revenue concentrations by customer greater than 10% of consolidated revenue:

	For the Three Months Ended March 31,
Customer	2023			2022
Customer 1	19		%		28	%
Customer 2		17	%		<10%
Customer 3	16		%		19	%
Customer 4		15	%	14		%
Total concentrations		67	%		61	%

The Company did not have geographic revenue concentrations outside the U.S.A. greater than 10% of consolidated revenue.

The Company had the following gross trade accounts receivable concentrations by customer greater than 10% of gross trade accounts receivable:

	As of March 31,			As of December 31,
Customer	2023			2022
Customer 1		18	%		26	%
Customer 2		22	%		21	%
Customer 3		<10%			11	%
Customer 4	16		%		14	%
Total concentrations		56	%		72	%

The Company did not have geographic concentrations outside of the U.S.A. greater than 10% of gross trade accounts receivable.

For the three months ended March 31, 2023, the Company had no supplier concentrations.  For the three months ended March 31, 2022, the Company had one supplier concentration of approximately 12% in the Renewables segment.

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Note 18 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

18. COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company may be involved in certain legal actions arising from the ordinary course of business. While it is not feasible to predict or determine the outcome of these matters, we do not anticipate that any of these matters, or these matters in the aggregate, will have a material adverse effect on the financial position or results of operations.

Off-Balance Sheet Arrangements - Performance and Payment Bonds and Parent Guarantees

In the ordinary course of business, Orbital Infrastructure Group and its subsidiaries are required by certain customers to provide performance and payment bonds for contractual commitments related to their projects. These bonds provide a guarantee to the customer that the Company will perform under the terms of a contract and that the Company will pay its subcontractors and vendors. If the Company fails to perform under a contract or to pay its subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for expenses or outlays it incurs. Certain bonds are for open-ended contracts with multiple work orders so the value may increase as the work progresses and more work orders are started. The bonds will remain in place as the Company completes projects and resolves any disputed matters with the customers, vendors and subcontractors related to the bonded projects. As of March 31, 2023, the total amount of the outstanding performance and payment bonds was approximately $5.0 million. In addition, the Company had letters of credit outstanding of $1.5 million as of March 31, 2023.

Additionally, from time to time, we guarantee certain obligations and liabilities of our subsidiaries that may arise in connection with, among other things, contracts with customers, equipment lease obligations, and contractor licenses. These guarantees may cover all of the subsidiary’s unperformed, undischarged and unreleased obligations and liabilities under or in connection with the relevant agreement. For example, with respect to customer contracts, a guarantee may cover a variety of obligations and liabilities arising during the ordinary course of the subsidiary’s business or operations, including, among other things, warranty and breach of contract claims, third-party and environmental liabilities arising from the subsidiary’s work and for which it is responsible, liquidated damages, or indemnity claims.

Contingent Liabilities

Orbital Infrastructure Group, Inc. is occasionally party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, negligence or gross negligence and/or property damages, wage and hour and other employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief.

The Company recently filed and served a federal civil complaint in the United States District Court for the Northern District of Texas – Dallas Division against the former owner of Reach Construction Group LLC (“Reach”).  The complaint alleges, among other things, misrepresentations and misconduct committed by the former owner in conjunction with the purchase and sale of Reach to Orbital Infrastructure Group, Inc.  Based on the information and evidence contained in the complaint, the Company reasonably believes that it owes no more compensation to the former owner and is seeking return of certain funds already paid and relief of certain debt and accruals currently on the balance sheet.

The Company and its subsidiary, OSS, were involved in a contract dispute with Jingoli Power (“Jingoli”) regarding the Joint Venture between Jingoli and OSS for construction of the Black Bear and Happy - Lightsource BP Projects.  The Company contends that Jingoli unjustifiably and without proper authority took over management and control of the two projects and that, as a direct result of Jingoli’s mismanagement, the projects have suffered significant losses. The Company has disclosed and accrued losses including liquidated damages for both projects and entered into a settlement agreement in April 2023 which is discussed further in Note 19 - Subsequent Events.

Regarding all lawsuits, claims and proceedings, Orbital Infrastructure Group, Inc. records a reserve when it is probable that a liability has been incurred and the loss can be reasonably estimated. In addition, Orbital Infrastructure Group, Inc. discloses matters for which management believes a material loss is at least reasonably possible. None of these proceedings are expected to have a material adverse effect on Orbital Infrastructure Group, Inc.’s consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

Financial Instrument Liabilities

Seller Financed debt - financial instrument

To the extent that the fair value of the shares of common stock previously issued to Tidal Power are less than $28,852,844 upon expiration of the restriction period on  April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares of common stock are equal to no less than  the original $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period on  April 1, 2023 so that the value of his stock consideration is no less than $17,635,228. Any shortfall would be made up by issuing Mr. Johnson additional common shares.  The fair value of this liability at March 31, 2023 was $44.8 million. The Company did not issue make-whole shares upon the April 1, 2023 expiration of the restriction period and effected an agreement to extend the restriction period to September 30, 2023. See Note 19 - Subsequent Events for additional information and see Note 12 for additional information on this financial instrument.

Syndicated debt - subscription agreement financial instrument

To the extent that the Company issues shares of its common stock at a price less than the current reference price, the Company is obligated to issue additional shares to the syndicated lenders based on formulas included in their subscription agreements. When additional shares are issued to the lenders the reference price is reset. The reference price was $6.00 per share at March 31, 2023 after the effect of the reverse stock split. The financial instrument liability had a fair value of $0.6 million at March 31, 2023. See Note 12 for additional information on this financial instrument.

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Note 19 - Subsequent Events

3 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

19. SUBSEQUENT EVENTS

Reverse Stock Split

On April 18, 2023, the Company held a special meeting (the “Special Meeting”) of stockholders of the Company. At the Special Meeting, the Company’s shareholders voted to approve an amendment to the Company’s Certificate of Formation to effect a reverse stock split of the Company’s outstanding common stock (the “Reverse Stock Split”) at a ratio ranging from any whole number between 10-for-1 and 40-for-1, subject to, and as determined, by the board of directors.

Following the Special Meeting, the board of directors of the Company approved a 1-for-40 Reverse Stock Split. The Reverse Stock Split became effective on April 21, 2023.

Upon effectiveness of the Reverse Stock Split, every 40 shares of common stock were automatically combined and converted into one share of common stock. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants.

Shareholders who were entitled to receive fractional share interests of common stock in connection with the Reverse Stock Split (the “Fractional Shareholders”), had their fractional interest rounded up to the nearest whole number of shares (the “Rounded Up Shares”). The determination as to whether the Rounded Up Shares were issuable was based on the total number of shares of common stock that were being exchanged that were held by such Fractional Shareholder, not upon each share of common stock being exchanged.

The purpose of the Reverse Stock Split was to increase the per share trading price of our common stock on the Nasdaq Capital Market to regain compliance with the Bid Price Rule. On May 8, 2023, the Company received a letter from Nasdaq confirming that our common stock had regained compliance with the Bid Price Rule, and as a result, our common stock continues to trade on the Nasdaq Capital Market.

It remains, that the Company is still deficient with the Market Value of Listed Securities (“MVLS”) requirement, as set forth in Nasdaq Listing Rule 5810(c)(3)(C), and has until June 26, 2023 to regain compliance.

Front Line Seller Restriction Period Amendment

On April 1, 2023 the Company, and Tidal Power Group, LLC and Kurt Johnson, collectively referred to as the Front Line Sellers , agreed to amend the restriction period under the Tidal Lockup Letter and Johnson Lockup Letter to be from the Closing until September 30, 2023. All other existing terms remain in full force.

Settlement with Jingoli Power

In April 2023, the Company entered into a settlement agreement with Jingoli Power, LLC (JPOW), under which the Company agreed to pay $34 million dollars and JPOW, upon being paid the entire settlement amount, will bear all costs associated with completing the Black Bear and Happy solar projects.

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Note 1 - Nature of Operations, Basis of Presentation and Company Conditions (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Reconciliation of Cash and Cash Equivalents from Balance Sheet to Cash Flow Statement [Table Text Block]

	For the Three Months
(in thousands)	Ended March 31,
	2023		2022
Cash and cash equivalents at beginning of period	$	21,489	$	26,865
Restricted cash at beginning of period (1)		609		1,176
Cash, cash equivalents and restricted cash at beginning of period	$	22,098	$	28,041
Cash and cash equivalents at end of period	$	23,993	$	20,949
Restricted cash at end of period (1)		699		1,172
Cash, cash equivalents and restricted cash at end of period	$	24,692	$	22,121

Schedule of Accrued Liabilities [Table Text Block]

(in thousands)	March 31		December 31
	2023		2022
Accrued bonding	$	1,962	$	1,920
Accrued compensation		4,559		5,589
Working capital adjustment on Front Line Power Construction acquisition		4,592		4,592
Accrued interest payable		6,886		5,885
Accrued taxes payable		669		248
Accrued subcontractor expenses		16,274		11,299
Accrued union dues		874		937
Accrued vendor invoices and accrued other expenses		9,382		8,595
Total accrued expense	$	45,198	$	39,065

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Note 3 - Discontinued Operations and Sale of a Business (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Disposal Groups, Including Discontinued Operations [Table Text Block]

	As of		As of
	March 31,		December 31,
(in thousands)	2023		2022
Carrying amounts of the major classes of assets included in discontinued operations:
Property and equipment	$	1,385	$	1,385
Other intangible assets		1,813		1,813
Total assets of the disposal group classified as held for sale	$	3,198	$	3,198

(in thousands)	For the Three Months
	Ended March 31,
Major classes of line items constituting pretax loss from discontinued operations:	2023			2022
Revenues	$	85		$	3,986
Cost of revenues		(191	)		(2,694	)
Selling, general and administrative expense		(162	)		(2,139	)
(Provision) credit for bad debt		—			(91	)
Interest expense		—			(7	)
Other expense		—			(8	)
Pretax loss from discontinued operations		(268	)		(953	)
Income tax expense		—			—
Total loss from discontinued operations	$	(268	)	$	(953	)

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Note 4 - Revenue From Contracts With Customers (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]

	For the Three Months
	Ended March 31,
(in thousands)	2023			2022
Total contract liabilities - beginning of period	$	10,218		$	6,503
Other contract additions, net		1,701			6,905
Change in provision for loss		(3,567	)		—
Revenue recognized		(5,652	)		(6,938	)
Total contract liabilities - end of period	$	2,700		$	6,470

Disaggregation of Revenue [Table Text Block]

	For the Three Months								For the Three Months
	Ended March 31, 2023								Ended March 31, 2022
(in thousands)	Electric Power		Telecommunications		Renewables		Total		Electric Power		Telecommunications		Renewables		Total
Utilities	$	36,808	$	214	$	—	$	37,022	$	39,251	$	—	$	—	$	39,251
Telecommunications		133		26,745		—		26,878		—		16,095		—		16,095
Renewables		—		—		14,929		14,929		—		—		14,464		14,464
Other		1,357		—		—		1,357		444		—		—		444
Total revenues	$	38,298	$	26,959	$	14,929	$	80,186	$	39,695		16,095	$	14,464	$	70,254

	For the Three Months								For the Three Months
	Ended March 31, 2023								Ended March 31, 2022
(in thousands)	Electric Power		Telecommunications		Renewables		Total		Electric Power		Telecommunications		Renewables		Total
Cost-plus contracts	$	15,268	$	—	$	—	$	15,268	$	17,237	$	112	$	—	$	17,349
Fixed price contracts		6,187		1,291		14,929		22,407		7,742		2,319		14,464		24,525
Unit price contracts		16,843		25,668		—		42,511		14,716		13,664		—		28,380
Total revenues	$	38,298	$	26,959	$	14,929	$	80,186	$	39,695	$	16,095	$	14,464	$	70,254

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Note 5 - Inventories (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	As of March 31,		As of December 31,
(in thousands)	2023		2022
Raw materials	$	1,706	$	1,338
Work-in-process		151		353
Total inventories	$	1,857	$	1,691

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Note 7 - Leases (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

(in thousands)
2023 (remaining period)	$	4,212
2024		4,619
2025		3,118
2026		2,616
2027		1,963
Thereafter		1,815
Interest portion		(2,672	)
Total operating lease obligations	$	15,671

Lease, Cost and Other Lease Information [Table Text Block]

	For the Three Months Ended March 31,
(in thousands)	2023			2022
Operating lease cost	$	1,591		$	1,623
Short-term lease cost		62			59
Variable lease cost		71			251
Sublease income		(129	)		(129	)
Total lease cost	$	1,595		$	1,804

Other information - Operating leases (in thousands)	For the Three Months Ended March 31,
	2023			2022
Cash paid for amounts included in the measurement of lease obligations:
Operating cash flows used in operating leases	$	(1,526	)	$	(1,635	)
Right-of-use assets obtained in exchange for new operating lease obligations	$	240		$	3,172
Weighted-average remaining lease term - operating leases (in years)		4.5			4.5
Weighted-average discount rate - operating leases		7.1	%		7.1	%

	For the Three Months Ended March 31,
(in thousands)	2023		2022
Depreciation of financing lease assets	$	1,016	$	1,308
Interest on lease liabilities		199		241
Total finance lease cost	$	1,215	$	1,549

Other information - Financing leases	For the Three Months Ended March 31,
(in thousands)	2023			2022
Cash paid for amounts included in the measurement of lease obligations:
Operating cash flows from financing leases	$	(199	)	$	(241	)
Financing cash flows from financing leases	$	(1,310	)	$	(1,212	)
Right-of-use assets obtained in exchange for new financing lease obligations	$	67		$	837
Weighted-average remaining lease term - financing leases (in years)		2.4			2.8
Weighted-average discount rate - finance leases		6.5	%		6.5	%

Finance Lease, Liability, to be Paid, Maturity [Table Text Block]

(in thousands)
2023 (remaining period)	$	4,658
2024		5,336
2025		1,945
2026		946
2027		48
Thereafter		—
Interest portion		(1,188	)
Total financing lease obligations	$	11,745

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Note 8 - Stock-based Compensation and Expense (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

	Number of restricted shares			Weighted-average grant date fair value
Non-vested shares, beginning of year		104,094		$	55.35
Granted		—			—
Vested		(14,802	)		78.70
Forfeited		(2,147	)		106.08
Non-vested shares, end of year		87,145		$	50.13

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Note 9 - Warrants (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

Description	Classification	Exercise Price		Expiration Date	Balance December 31, 2022		Warrants Issued		Warrants Exercised		Warrants Expired		Balance March 31, 2023
Warrants	Liability	$	52.40	April 2027		403,846		-		-		-		403,846
Total						403,846		-		-		-		403,846

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Note 10 - Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

(in thousands)	Electric Power		Telecommunications		Renewables			Other			Total
Revenues from external customers	$	38,298	$	26,959	$	14,929		$	—		$	80,186
Depreciation and amortization (1)		3,988		1,232		179			16			5,415
Interest expense		5,852		106		12			5,194			11,164
Income (loss) from operations		2,705		2,826		(4,613	)		(4,195	)		(3,277	)
Expenditures for long-lived assets		297		336		1			6			640

(in thousands)	Electric Power			Telecommunications		Renewables		Other			Total
Revenues from external customers	$	39,695		$	16,095	$	14,464	$	—		$	70,254
Depreciation and amortization (1)		6,975			1,091		608		16			8,690
Interest expense		4,071			37		2		3,929			8,039
Income (loss) from operations		(711	)		477		428		(1,982	)		(1,788	)
Expenditures for long-lived assets (2)		943			423		—		36			1,402

(in thousands)	Electric Power		Telecommunications		Renewables		Other		Total
Segment assets	$	162,779	$	72,749	$	17,297	$	15,388	$	268,213
Goodwill		—		—		7,006		—		7,006
Other intangible assets, net		83,955		23,705		1,285		—		108,945

(in thousands)	Electric Power		Telecommunications		Renewables		Other		Total
Segment assets	$	167,245	$	67,920	$	18,932	$	17,474	$	271,571
Goodwill		—		—		7,006		—		7,006
Other intangible assets, net		85,355		24,333		1,446		—		111,134

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Note 12 - Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

(in thousands)
March 31, 2023	Level 1		Level 2		Level 3		Total
Contingent consideration	$	—	$	—	$	570	$	570
Front Line Power Construction seller financed debt, net of discount		—		69,000		—		69,000
Financial instrument liability - related to Syndicated debt		—		—		607		607
Financial instrument liability - related to Front Line Power Construction seller financed debt		—		—		44,785		44,785
Prepaid advance agreement		—		—		—		—
Warrant liability		—		—		1,131		1,131
Total liabilities	$	—	$	69,000	$	47,092	$	116,093

December 31, 2022	Level 1		Level 2		Level 3		Total
Contingent consideration	$	—	$	—	$	570	$	570
Front Line Power Construction seller financed debt, net of discount		—		68,753		—		68,753
Financial instrument liability - related to Syndicated debt		—		—		536		536
Financial instrument liability - related to Front Line Power Construction seller financed debt		—		—		43,693		43,693
Prepaid advance agreement		—		1,829		—		1,829
Warrant liability		—		—		1,777		1,777
Total liabilities	$	—	$	70,582	$	46,575	$	117,158

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

(in thousands)	Financial Instrument Liability - related to Syndicated debt
Balance at December 31, 2022	$	536
Fair value adjustment to financial instrument liability		71
Balance at March 31, 2023	$	607

(in thousands)	Financial Instrument Liability - related to FLP seller financed debt
Balance at December 31, 2022	$	43,693
Fair value adjustment to financial instrument liability		1,093
Balance at March 31, 2023	$	44,785

(In thousands)	Warrant Liability
Balance at December 31, 2022	$	1,777
Fair value adjustment to warrant liability		(646	)
Balance at December 31, 2022	$	1,131

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Note 13 - Loss Per Common Share (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	For the Three Months
(in thousands, except share and per share amounts)	Ended March 31,
	2023			2022
Loss from continuing operations, net of income taxes	$	(20,257	)	$	(36,670	)
Loss from discontinued operations, net of income taxes		(268	)		(953	)
Net loss	$	(20,525	)	$	(37,623	)
Basic and diluted weighted average number of shares outstanding		4,327,323			2,078,168
Loss from continuing operations per common share - basic and diluted	$	(4.60	)	$	(17.63	)
Loss from discontinued operations per common share - basic and diluted		(0.06	)		(0.46	)
Loss per common share - basic and diluted	$	(4.66	)	$	(18.09	)

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Note 15- Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

(in thousands)	As of March 31, 2023			As of December 31, 2022
Foreign currency translation adjustment	$	(673	)	$	(691	)
Accumulated other comprehensive loss	$	(673	)	$	(691	)

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Note 16 - Notes Payable and Line of Credit (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Schedule of Debt [Table Text Block]

(in thousands)	As of March 31, 2023			As of December 31, 2022
Syndicated debt (1)	$	114,463		$	114,725
Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2)		69,168			69,168
Note Payable - financing notes (3)		887			2,210
Seller Financed notes payable - Reach Construction Group, LLC acquisition (4)		3,480			3,480
Vehicle and equipment loans (5)		2,120			2,014
Non-recourse payable agreements (6)		5,220			10,400
Notes payable - Institutional investor (7)		75,677			60,780
Prepaid Advance agreement (8)		-			1,829
Conditional settlement notes payable agreement (9)		1,500			2,250
Full Moon and CFS - loans to prior owners (10)		23			29
Subtotal		272,538			266,885
Unamortized prepaid financing fees		(20,551	)		(21,649	)
Total long-term debt		251,987			245,236
Less: notes payable, current		(250,711	)		(144,708	)
Notes payable, less current portion	$	1,276		$	100,528

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Note 17 - Concentrations (Tables)

3 Months Ended

Mar. 31, 2023

Notes Tables

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

	For the Three Months Ended March 31,
Customer	2023			2022
Customer 1	19		%		28	%
Customer 2		17	%		<10%
Customer 3	16		%		19	%
Customer 4		15	%	14		%
Total concentrations		67	%		61	%

	As of March 31,			As of December 31,
Customer	2023			2022
Customer 1		18	%		26	%
Customer 2		22	%		21	%
Customer 3		<10%			11	%
Customer 4	16		%		14	%
Total concentrations		56	%		72	%

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Note 1 - Nature of Operations, Basis of Presentation and Company Conditions (Details Textual)			3 Months Ended			12 Months Ended
	Jun. 11, 2022 GBP (£)	May 11, 2022 GBP (£)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Retained Earnings (Accumulated Deficit)			$ (507,286,000)			$ (487,121,000)
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent			(20,257,000)		$ (36,670,000)
Net Cash Provided by (Used in) Operating Activities			775,000		(1,565,000)
Working Capital			(302,600,000)
Cash and Cash Equivalents, at Carrying Value			23,993,000		$ 20,949,000	21,489,000	$ 26,865,000
Sale of Equity, Registration, Maximum Value			64,000,000.0
Finance Lease, Impairment Loss				$ 4,500,000
Finance Lease, Future Payments			4,400,000
Goodwill			7,006,000			7,006,000
Accrued Liabilities, Current			45,198,000			39,065,000
Trade Names [Member]
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)						9,300,000
Customer Relationships [Member]
Impairment of Intangible Assets, Finite-Lived				4,300,000
Electric Power Segment [Member]
Goodwill, Impairment Loss				70,200,000
Goodwill			0			0
Telecommunications Segment [Member]
Goodwill, Impairment Loss				$ 25,800,000
Goodwill			0			0
Orbital Solar Services [Member]
Goodwill			$ 7.0			$ 7,000,000.0
Discontinued Operations, Disposed of by Sale [Member] | Orbital Gas Systems Limited [Member]
Disposal Group, Including Discontinued Operation, Consideration | £		£ 3,000,000
Proceeds from Divestiture of Businesses | £	£ 1,425,000	£ 1,575,000
Royalty Payment, Percent of Gross Sales		15.00%

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Note 1 - Nature of Operations, Basis of Presentation and Company Conditions - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands		Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Cash and cash equivalents at beginning of period		$ 23,993	$ 21,489	$ 20,949	$ 26,865
Restricted cash at beginning of period (1)	[1]	699	609	1,172	1,176
Cash, cash equivalents and restricted cash at beginning of period		$ 24,692	$ 22,098	$ 22,121	$ 28,041

[1] Restrictions on cash at March 31, 2023 and March 31, 2022 relate to collateral for several bank-issued letters of credit for contract guaranties.

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Note 1 - Summary of Significant Accounting Policies - Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued bonding	$ 1,962	$ 1,920
Accrued compensation	4,559	5,589
Working capital adjustment on Front Line Power Construction acquisition	4,592	4,592
Accrued interest payable	6,886	5,885
Accrued taxes payable	669	248
Accrued subcontractor expenses	16,274	11,299
Accrued union dues	874	937
Accrued vendor invoices and accrued other expenses	9,382	8,595
Total accrued expense	$ 45,198	$ 39,065

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Note 3 - Discontinued Operations and Sale of a Business (Details Textual) - Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] - Orbital Gas Systems Limited [Member] $ in Thousands, £ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 GBP (£)
Disposal Group, Including Discontinued Operation, Assets Held-for-sale Impairment		$ 9,200
Investment, Expected Net Realizable Value		$ 4,100	£ 3
Cash Provided by (Used in) Operating Activities, Discontinued Operations	$ 600
Cash Provided by (Used in) Investing Activities, Discontinued Operations	$ 0

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Note 3 - Discontinued Operations and Sale of a Business - Schedule of Discontinued Operations for Income Statement and Balance Sheet Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
(Provision) credit for bad debt	$ 0	$ (91)
Pretax loss from discontinued operations	(268)	(953)
Total loss from discontinued operations	(268)	(953)
Discontinued Operations, Held-for-Sale [Member]
Revenues	85	3,986
Cost of revenues	(191)	(2,694)
Selling, general and administrative expense	(162)	(2,139)
Interest expense	0	(7)
Other expense	0	(8)
Income tax expense	0	$ 0
Discontinued Operations, Held-for-Sale [Member] | Orbital Gas Systems Limited [Member]
Property and equipment	1,385
Other intangible assets	1,813
Total assets of the disposal group classified as held for sale	$ 3,198
Discontinued Operations, Held-for-Sale [Member] | Power and Electromechanical Business [Member]
Property and equipment			$ 1,385
Other intangible assets			1,813
Total assets of the disposal group classified as held for sale			$ 3,198

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Note 4 - Revenue From Contracts With Customers (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023
Revenue, Remaining Performance Obligation, Amount		$ 142.2
Delay Liquidated Damages, Capped, Percent	15.00%
Liquidated Damages, Contract Price Reduced Amount	$ 17.1
Catch-up Adjustment, Revenue Reduced Amount	$ 21.4

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Note 4 - Revenue From Contracts With Customers - Contract Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Total contract liabilities - beginning of period	$ 10,218	$ 6,503
Other contract additions, net	1,701	6,905
Change in provision for loss	(3,567)	0
Revenue recognized	(5,652)	(6,938)
Total contract liabilities - end of period	$ 2,700	$ 6,470

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Note 4 - Revenue From Contracts With Customers - Revenues Disaggregated (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues from external customers	$ 80,186	$ 70,254
Public Utilities [Member]
Revenues from external customers	37,022	39,251
Telecommunications [Member]
Revenues from external customers	26,878	16,095
Renewables [Member]
Revenues from external customers	14,929	14,464
Product and Service, Other [Member]
Revenues from external customers	1,357	444
Time-and-Materials Contract [Member]
Revenues from external customers	15,268	17,349
Fixed-Price Contract [Member]
Revenues from external customers	22,407	24,525
Unit Price Contract [Member]
Revenues from external customers	42,511	28,380
Electric Power Segment [Member]
Revenues from external customers	38,298	39,695
Electric Power Segment [Member] | Public Utilities [Member]
Revenues from external customers	36,808	39,251
Electric Power Segment [Member] | Telecommunications [Member]
Revenues from external customers	133	0
Electric Power Segment [Member] | Renewables [Member]
Revenues from external customers	0	0
Electric Power Segment [Member] | Product and Service, Other [Member]
Revenues from external customers	1,357	444
Electric Power Segment [Member] | Time-and-Materials Contract [Member]
Revenues from external customers	15,268	17,237
Electric Power Segment [Member] | Fixed-Price Contract [Member]
Revenues from external customers	6,187	7,742
Electric Power Segment [Member] | Unit Price Contract [Member]
Revenues from external customers	16,843	14,716
Telecommunications Segment [Member]
Revenues from external customers	26,959	16,095
Telecommunications Segment [Member] | Public Utilities [Member]
Revenues from external customers	214	0
Telecommunications Segment [Member] | Telecommunications [Member]
Revenues from external customers	26,745	16,095
Telecommunications Segment [Member] | Renewables [Member]
Revenues from external customers	0	0
Telecommunications Segment [Member] | Product and Service, Other [Member]
Revenues from external customers	0	0
Telecommunications Segment [Member] | Time-and-Materials Contract [Member]
Revenues from external customers	0	112
Telecommunications Segment [Member] | Fixed-Price Contract [Member]
Revenues from external customers	1,291	2,319
Telecommunications Segment [Member] | Unit Price Contract [Member]
Revenues from external customers	25,668	13,664
Renewables Segment [Member]
Revenues from external customers	14,929	14,464
Renewables Segment [Member] | Public Utilities [Member]
Revenues from external customers	0	0
Renewables Segment [Member] | Telecommunications [Member]
Revenues from external customers	0	0
Renewables Segment [Member] | Renewables [Member]
Revenues from external customers	14,929	14,464
Renewables Segment [Member] | Product and Service, Other [Member]
Revenues from external customers	0	0
Renewables Segment [Member] | Time-and-Materials Contract [Member]
Revenues from external customers	0	0
Renewables Segment [Member] | Fixed-Price Contract [Member]
Revenues from external customers	14,929	14,464
Renewables Segment [Member] | Unit Price Contract [Member]
Revenues from external customers	$ 0	$ 0

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Note 5 - Inventories - Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Raw materials	$ 1,706	$ 1,338
Work-in-process	151	353
Total inventories	$ 1,857	$ 1,691

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Note 6 - Investments (Details Textual) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Equity Method Investments	$ 1,063	$ 1,063
Virtual Power Systems [Member]
Equity Method Investments	$ 1,100	$ 1,100

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Note 7 - Leases (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Finance Lease, Interest Expense	$ 199	$ 241
Cost of Sales; Selling, General and Administrative Expense; and Other Income (Expense) [Member]
Operating Lease, Expense	1,600	1,800
Depreciation in Cost of Sales and Interest Expense [Member]
Finance Lease, Interest Expense	$ 1,200	$ 1,500

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Note 7 - Leases - Future Minimum Operating Lease Obligations (Details) $ in Thousands	Mar. 31, 2023 USD ($)
2023 (remaining period)	$ 4,212
2024	4,619
2025	3,118
2026	2,616
2027	1,963
Thereafter	1,815
Interest portion	(2,672)
Operating Lease Obligations [Member]
Total operating lease obligations	$ 15,671

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Note 7 - Leases - Lease Cost and Other Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating lease cost	$ 1,591	$ 1,623
Short-term lease cost	62	59
Variable lease cost	71	251
Sublease income	(129)	(129)
Total lease cost	1,595	1,804
Operating cash flows used in operating leases	(1,526)	(1,635)
Right-of-use assets obtained in exchange for new operating lease obligations	$ 240	$ 3,172
Weighted-average remaining lease term - operating leases (in years) (Year)	4 years 6 months	4 years 6 months
Weighted-average discount rate - operating leases	7.10%	7.10%
Depreciation of financing lease assets	$ 1,016	$ 1,308
Interest on lease liabilities	199	241
Total finance lease cost	1,215	1,549
Operating cash flows from financing leases	(199)	(241)
Financing cash flows from financing leases	(1,310)	(1,212)
Right-of-use assets obtained in exchange for new financing lease obligations	$ 67	$ 837
Weighted-average remaining lease term - financing leases (in years) (Year)	2 years 4 months 24 days	2 years 9 months 18 days
Weighted-average discount rate - finance leases	6.50%	6.50%

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Note 7 - Leases - Future Minimum Finance Lease Obligations (Details) $ in Thousands	Mar. 31, 2023 USD ($)
2023 (remaining period)	$ 4,658
2024	5,336
2025	1,945
2026	946
2027	48
Thereafter	0
Interest portion	(1,188)
Total financing lease obligations	$ 11,745

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Note 8 - Stock-based Compensation and Expense (Details Textual) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2023	Mar. 31, 2022
Restricted Stock Units (RSUs) [Member]
Share-Based Payment Arrangement, Expense		$ 600
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)		0
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)	3,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Granted	$ 16,400
Share-Based Payment Arrangement, Expense (Reversal)		$ 0	$ (3,900)
Share-Based Payment Arrangement, Reversal of Expense			$ 5,200
Restricted Stock [Member] | Vesting April 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	33.33%
Restricted Stock [Member] | Vesting April 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	33.33%
Restricted Stock [Member] | Vesting April 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	33.33%

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Note 8 - Stock-based Compensation and Expense - Changes to Non-vested Restricted Stock Units (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Non-vested shares, balance (in shares) | shares	104,094
Non-vested shares, fair value price per share (in dollars per share) | $ / shares	$ 55.35
Forfeited (in shares) | shares	(2,147)
Forfeited (in dollars per share) | $ / shares	$ 106.08
Restricted Stock Units (RSUs) [Member]
Granted (in shares) | shares	0
Granted, fair value price per share (in dollars per share) | $ / shares	$ 0
Vested (in shares) | shares	(14,802)
Vested, fair value price per share (in dollars per share) | $ / shares	$ 78.70
Non-vested shares, balance (in shares) | shares	87,145
Non-vested shares, fair value price per share (in dollars per share) | $ / shares	$ 50.13

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Note 9 - Warrants (Details Textual) - $ / shares	Apr. 28, 2022	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Common Stock, Par or Stated Value Per Share (in dollars per share)		$ 0.001	$ 0.001
Prefunded Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	178,847
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 52.00			$ 4
Accompanying Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	403,846
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 51.996
Accompanying Warrants with Securities Purchase Agreement [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 52.40
Warrants and Rights Outstanding, Term (Year)	5 years
Securities Purchase Agreement [Member]
Stock Issued During Period, Shares, New Issues (in shares)	225,000
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001

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Note 9 - Warrants - Warrants Outstanding and Activity (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Balance (in shares)	403,846
Issued (in shares)	0
Exercised (in shares)	0
Expired (in shares)	0
Balance (in shares)	403,846
Warrants [Member]
Exercise price (in dollars per share) | $ / shares	$ 52.40
Balance (in shares)	403,846
Issued (in shares)	0
Exercised (in shares)	0
Expired (in shares)	0
Balance (in shares)	403,846

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Note 10 - Segment Reporting (Details Textual) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)		Mar. 31, 2022 USD ($)
Number of Operating Segments	5
Number of Reportable Segments	3
Depreciation, Depletion and Amortization	$ 5,415	[1]	$ 8,690	[2]
Electric Power Segment [Member]
Depreciation, Depletion and Amortization	3,988	[1]	6,975	[2]
Electric Power Segment [Member] | Cost of Sales [Member]
Depreciation, Depletion and Amortization	2,600		3,200
Telecommunications Segment [Member]
Depreciation, Depletion and Amortization	1,232	[1]	1,091	[2]
Telecommunications Segment [Member] | Cost of Sales [Member]
Depreciation, Depletion and Amortization	180		200
Renewables Segment [Member]
Depreciation, Depletion and Amortization	179	[1]	608	[2]
Renewables Segment [Member] | Cost of Sales [Member]
Depreciation, Depletion and Amortization	5,000
Other Segments [Member]
Depreciation, Depletion and Amortization	$ 16	[1]	16	[2]
Other Segments [Member] | Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member]
Disposal Group, Including Discontinued Operation, Expenditures for Long-lived Assets			$ 10

[1] For the Electric Power segment, the Telecommunications segment, and the Renewables segment, depreciation and amortization includes $2.6 million, $0.18 million and $5 thousand respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.

[2] For the Electric Power segment and the Telecommunications segment, depreciation and amortization includes $3.2 million and $0.2 million respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.

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Note 10 - Segment Reporting - Segment Activity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023		Mar. 31, 2022		Dec. 31, 2022
Revenues from external customers	$ 80,186		$ 70,254
Depreciation, Depletion and Amortization	5,415	[1]	8,690	[2]
Interest expense	11,164		8,039
Income (loss) from operations	(3,277)		(1,788)
Expenditures for long-lived assets	640		1,402	[3]
Segment assets	268,213				$ 271,571
Goodwill	7,006				7,006
Other intangible assets, net	108,945				111,134
Electric Power Segment [Member]
Revenues from external customers	38,298		39,695
Depreciation, Depletion and Amortization	3,988	[1]	6,975	[2]
Interest expense	5,852		4,071
Income (loss) from operations	2,705		(711)
Expenditures for long-lived assets	297		943	[3]
Segment assets	162,779				167,245
Goodwill	0				0
Other intangible assets, net	83,955				85,355
Telecommunications Segment [Member]
Revenues from external customers	26,959		16,095
Depreciation, Depletion and Amortization	1,232	[1]	1,091	[2]
Interest expense	106		37
Income (loss) from operations	2,826		477
Expenditures for long-lived assets	336		423	[3]
Segment assets	72,749				67,920
Goodwill	0				0
Other intangible assets, net	23,705				24,333
Renewables Segment [Member]
Revenues from external customers	14,929		14,464
Depreciation, Depletion and Amortization	179	[1]	608	[2]
Interest expense	12		2
Income (loss) from operations	(4,613)		428
Expenditures for long-lived assets	1		0	[3]
Segment assets	17,297				18,932
Goodwill	7,006				7,006
Other intangible assets, net	1,285				1,446
Other Segments [Member]
Revenues from external customers	0		0
Depreciation, Depletion and Amortization	16	[1]	16	[2]
Interest expense	5,194		3,929
Income (loss) from operations	(4,195)		(1,982)
Expenditures for long-lived assets	6		$ 36	[3]
Segment assets	15,388				17,474
Goodwill	0				0
Other intangible assets, net	$ 0				$ 0

[1] For the Electric Power segment, the Telecommunications segment, and the Renewables segment, depreciation and amortization includes $2.6 million, $0.18 million and $5 thousand respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.

[2] For the Electric Power segment and the Telecommunications segment, depreciation and amortization includes $3.2 million and $0.2 million respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.

[3] Includes purchases of property, plant and equipment and other intangible assets. The Other category includes expenditures for discontinued operations of $10 thousand.

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Note 12 - Fair Value Measurements - Fair Value Hierarchy for Cash Equivalents, Marketable Securities and Derivative Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Contingent consideration	$ 570	$ 570
Warrant liability	1,131	1,777
Total liabilities	116,093	117,158
Warrant Liability [Member]
Warrant liability	1,131	1,777
Front Line Power Seller Notes [Member]
Debt Instrument, Fair Value Disclosure	69,000	68,753
Syndicated Term Note [Member]
Debt Instrument, Fair Value Disclosure	607	536
Seller Financed Notes Payable - Front Line Power Acquisition [Member]
Debt Instrument, Fair Value Disclosure	44,785	43,693
Prepaid Advance Agreement [Member]
Debt Instrument, Fair Value Disclosure	0	1,829
Fair Value, Inputs, Level 1 [Member]
Contingent consideration	0	0
Total liabilities	0	0
Fair Value, Inputs, Level 1 [Member] | Warrant Liability [Member]
Warrant liability	0	0
Fair Value, Inputs, Level 1 [Member] | Front Line Power Seller Notes [Member]
Debt Instrument, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 1 [Member] | Syndicated Term Note [Member]
Debt Instrument, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 1 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member]
Debt Instrument, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 1 [Member] | Prepaid Advance Agreement [Member]
Debt Instrument, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member]
Contingent consideration	0	0
Total liabilities	69,000	70,582
Fair Value, Inputs, Level 2 [Member] | Warrant Liability [Member]
Warrant liability	0	0
Fair Value, Inputs, Level 2 [Member] | Front Line Power Seller Notes [Member]
Debt Instrument, Fair Value Disclosure	69,000	68,753
Fair Value, Inputs, Level 2 [Member] | Syndicated Term Note [Member]
Debt Instrument, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member]
Debt Instrument, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member] | Prepaid Advance Agreement [Member]
Debt Instrument, Fair Value Disclosure	0	1,829
Fair Value, Inputs, Level 3 [Member]
Contingent consideration	570	570
Total liabilities	47,092	46,575
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member]
Warrant liability	1,131	1,777
Fair Value, Inputs, Level 3 [Member] | Front Line Power Seller Notes [Member]
Debt Instrument, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member] | Syndicated Term Note [Member]
Debt Instrument, Fair Value Disclosure	607	536
Fair Value, Inputs, Level 3 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member]
Debt Instrument, Fair Value Disclosure	44,785	43,693
Fair Value, Inputs, Level 3 [Member] | Prepaid Advance Agreement [Member]
Debt Instrument, Fair Value Disclosure	$ 0	$ 0

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Note 12 - Fair Value Measurements - Reconciliation of Changes in Fair Value (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Warrant Liability [Member]
Fair value adjustment to financial instrument liability	$ (646)
Balance	1,131
Long-Term Debt [Member] | Syndicated Term Note [Member]
Balance	536
Fair value adjustment to financial instrument liability	71
Balance	607
Derivative Financial Instruments, Liabilities [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member]
Balance	43,693
Fair value adjustment to financial instrument liability	1,093
Balance	$ 44,785

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Note 13 - Loss Per Common Share (Details Textual) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	5	5
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	400
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	87	0

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Note 13 - Loss Per Common Share - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Loss from continuing operations, net of income taxes	$ (20,257)	$ (36,670)
Loss from discontinued operations, net of income taxes	(268)	(953)
Net loss	$ (20,525)	$ (37,623)
Basic and diluted weighted average number of shares outstanding (in shares)	4,327,323	2,078,168
Loss from continuing operations per common share - basic and diluted (in dollars per share)	$ (4.60)	$ (17.63)
Loss from discontinued operations per common share - basic and diluted (in dollars per share)	(0.06)	(0.46)
Loss per common share - basic and diluted (in dollars per share)	$ (4.66)	$ (18.09)

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Note 14 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Expense (Benefit)	$ 536	$ 241
Effective Income Tax Rate Reconciliation, Percent	(2.70%)	(0.70%)

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Note 15 - Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Foreign currency translation adjustment	$ (673)	$ (691)
Accumulated other comprehensive loss	$ (673)	$ (691)

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Note 16 - Notes Payable and Line of Credit (Details Textual) - USD ($)												1 Months Ended								3 Months Ended
		Apr. 01, 2023	Mar. 06, 2023	Feb. 24, 2023	Dec. 31, 2022	Dec. 09, 2022	May 06, 2022	Dec. 10, 2021	Nov. 17, 2021	Aug. 19, 2021	Apr. 01, 2020	Apr. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Nov. 30, 2022	Jun. 30, 2022	Apr. 30, 2022	Nov. 30, 2021	Aug. 31, 2021	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Feb. 28, 2023	Sep. 30, 2022	Aug. 18, 2022	Jul. 31, 2022	Dec. 20, 2021	Dec. 31, 2020	Oct. 30, 2020
Long-term Debt, Total					$ 245,236,000								$ 251,987,000	$ 245,236,000						$ 251,987,000	$ 245,236,000
Gain (Loss) on Extinguishment of Debt, Total																				(583,000)		$ (26,019,000)
Long-Term Debt, Gross					$ 266,885,000								$ 272,538,000	$ 266,885,000						272,538,000	$ 266,885,000
Amortization of Debt Discount (Premium)																				$ 4,224,000		1,635,000
Common Stock, Par or Stated Value Per Share (in dollars per share)					$ 0.001								$ 0.001	$ 0.001						$ 0.001	$ 0.001
Line of Credit [Member] | GTS Subsidiary [Member]
Line of Credit Facility, Maximum Borrowing Capacity										$ 4,000,000.0
Long-Term Line of Credit, Total																									$ 4,000,000.0
Line of Credit Facility, Remaining Borrowing Capacity																									$ 0
Exchange Agreement to Reduce Principal on Seller-financed Note Payable [Member]
Debt Conversion, Converted Instrument, Shares Issued (in shares)																			3,895
Debt Conversion, Original Debt, Amount																			$ 1,000,000
Prior Promissory Note Converted The New Note [Member]
Gain (Loss) on Extinguishment of Debt, Total						$ (1,300,000)
Seller Financed Notes Payable, Two [Member]
Long-term Debt, Total																													$ 1,500,000
Unsecured Debt [Member] | Streeterville Capital, LLC [Member]
Debt Instrument, Face Amount																												$ 14,900,000
Debt Instrument, Interest Rate, Stated Percentage																												9.00%
Gain (Loss) on Extinguishment of Debt, Total				$ (94,000)
Syndicated Lenders [Member]
Payments for Working Capital Adjustment															$ 9,500,000
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Line of Credit [Member] | GTS Subsidiary [Member]
Debt Instrument, Basis Spread on Variable Rate										2.05%
Syndicated Term Note [Member]
Debt Instrument, Share Price Covenant (in dollars per share)													$ 6.00							$ 6.00
Long-Term Debt, Gross	[1]				$ 114,725,000								$ 114,463,000	$ 114,725,000						$ 114,463,000	$ 114,725,000
Syndicated Term Note [Member] | Syndicated Lenders [Member]
Paid-in-kind Amount															10,500,000
Interest Payable															1,000,000.0
Paid-in-Kind Interest															10,500,000
Long-Term Debt, Current Maturities													96,500,000							96,500,000
Unsecured Promissory Note With Kurt A Johnson [Member]
Debt Instrument, Face Amount									$ 34,256,000
Unsecured Promissory Note With Tidal Power Group [Member]
Debt Instrument, Face Amount									$ 51,384,000
Debt Instrument, Interest Rate, Stated Percentage									6.00%
Repayments of Debt					15,000,000		$ 20,000,000
Payments for Additional Consideration																						28,852,844
Unsecured Promissory Note With Tidal Power Group [Member] | Minimum [Member] | Subsequent Event [Member]
Payments for Additional Consideration		$ 17,635,228
Unsecured Promissory Note With Tidal Power Group [Member] | Maximum [Member] | Subsequent Event [Member]
Payments for Additional Consideration		$ 28,852,844
Unsecured Promissory Note With Kurt A Johnson 2 [Member]
Debt Instrument, Face Amount								$ 1,090,000
Debt Instrument, Interest Rate, Stated Percentage								6.00%
Reduction in Stock Shares in Exchange for Debt (in shares)								400,000
Debt Instrument, Share Price Covenant (in dollars per share)								$ 160.00
Payments for Additional Consideration																						17,635,228
Seller Financed Notes Payable - Front Line Power Acquisition [Member]
Extinguishment of Debt, Gain (Loss), Net of Tax																						(26,200,000)
Long-Term Debt, Gross	[2]				69,168,000								69,168,000	69,168,000						69,168,000	69,168,000
Seller Financed Notes Payable, One [Member]
Debt Instrument, Interest Rate, Stated Percentage																			6.00%
Repayments of Debt																			$ 1,000,000
Long-term Debt, Total																			$ 5,000,000										$ 5,000,000
Debt Instrument, Term (Month)																			18 months
August 2021 Seller-financed Notes Payable [Member]
Debt Instrument, Face Amount																			$ 2,000,000.0
Debt Instrument, Interest Rate, Stated Percentage																			6.00%
Estimated Market Interest Rate on Which Debt Instrument is Based																			10.00%
Debt Instrument, Unamortized Discount, Total																			$ 48,000
Seller Financed Notes Payable, Two [Member]
Debt Instrument, Term (Month)											36 months
Vehicle and Equipment loans [Member]
Long-Term Debt, Gross	[3]				2,014,000								2,120,000	2,014,000						2,120,000	2,014,000
Vehicle and Equipment loans [Member] | Minimum [Member]
Debt Instrument, Interest Rate, Stated Percentage																									0.00%
Vehicle and Equipment loans [Member] | Maximum [Member]
Debt Instrument, Interest Rate, Stated Percentage																									9.15%
Refinanced Agreement [Member]
Debt Instrument, Face Amount					$ 11,400,000									11,400,000							$ 11,400,000			$ 1,800,000
Debt Instrument, Periodic Payment, Total														$ 260,000
Debt Instrument, Interest Rate, Effective Percentage																								164.00%
Debt Instrument, Unamortized Discount, Total													1,400,000				$ 3,600,000			1,400,000
Debt Instrument, Effective Interest Rate for Discount Amortization					94.00%									94.00%							94.00%
Long-Term Debt, Gross													3,800,000							3,800,000
New Secured Promissory Note [Member]
Debt Instrument, Periodic Payment, Total				$ 1,250,000									2,500,000
Long-Term Debt, Gross													15,400,000							15,400,000
Debt Instrument, Redemption Price, Percentage				115.00%
Debt Instrument, Liquidated Damages													4,000,000
Forbearance and Investment Agreement [Member]
Debt Instrument, Face Amount						42,100,000
Debt Instrument, Periodic Payment, Total						$ 2.5
Debt Instrument, Interest Rate, Stated Percentage						9.00%
Debt Instrument, Unamortized Discount, Total						$ 350,000
Long-Term Debt, Gross													48,600,000							48,600,000
Debt Instrument, Liquidated Damages																				3.4
Debt Instrument, Additional Funds						5,000,000
Debt Issuance Costs, Gross						$ 50,000
Debt Instrument, Prepaid Option, Percentage Paid on Elected Prepaid Amount.						115.00%
Unsecured Investor Note [Member]
Extinguishment of Debt, Amount						$ 36,700,000
Amended and Restated Secured Promissory Note [Member]
Debt Instrument, Face Amount			$ 20,900,000
Debt Instrument, Periodic Payment, Total																				2,500,000
Debt Instrument, Interest Rate, Stated Percentage			9.00%
Debt Instrument, Unamortized Discount, Total			$ 2,900,000
Long-Term Debt, Gross													10,600,000							10,600,000
Debt Instrument, Liquidated Damages																				3,000,000
Amortization of Debt Discount (Premium)			3,000,000
Proceeds from Issuance of Debt			4,250,000																	9,750,000
Debt Instrument, Restructuring Fee			1,500,000
Debt Instrument, Unused Borrowing Capacity, Amount			$ 13,800,000
Prepaid Advance Agreement [Member]
Long-Term Debt, Gross	[4]				$ 1,829,000								$ 0	$ 1,829,000						0	$ 1,829,000
Common Stock, Par or Stated Value Per Share (in dollars per share)																										$ 0.001
Pre-paid Advance Offset by Issuance of Common Stock, Price per Share above the Market Price (in dollars per share)																										$ 0.01
Pre-paid Advance Offset by Issuance of Common Stock, Percentage of the Lowest Daily Volume Weighted Average Price of Our Common Stock																										96.00%
Conditional Settlement Agreement [Member]
Debt Instrument, Interest Rate, Stated Percentage																														5.00%
Repayments of Debt																				$ 750,000	$ 250,000	$ 500,000	$ 500,000
Long-term Debt, Total																														$ 3,500,000
Long-Term Debt, Without Interest, Total																														2,600,000
Long Term Debt, With Interest, Amount																														$ 900,000
Conditional Settlement Agreement [Member] | Subsequent Event [Member]
Debt Instrument, Interest Rate, Stated Percentage												5.00%
Repayments of Debt												$ 1,500,000
Long-term Debt, Total												$ 1,500,000
Alter Domus and Various Lenders [Member] | Financing Acquisition Term Loan [Member]
Debt Instrument, Face Amount									$ 105,000,000
Debt Instrument, Periodic Payment, Total									$ 262,500
Debt Instrument, Initial Prepayment Premium, Percentage									5.00%
Debt Instrument, Final Prepayment Premium, Percentage									1.00%
Debt Instrument, Interest Rate, Stated Percentage													17.38%							17.38%
Debt Instrument, Interest Rate, Effective Percentage													23.50%							23.50%
Alter Domus and Various Lenders [Member] | Financing Acquisition Term Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument, Basis Spread on Variable Rate									2.50%
First Insurance Funding [Member]
Debt Instrument, Face Amount															$ 700,000												$ 3,300,000
Debt Instrument, Interest Rate, Stated Percentage																											3.28%
C6 Capital [Member] | Future Revenue Payable Two [Member]
Debt Instrument, Face Amount																	20,200,000	$ 9,500,000
Debt Instrument, Periodic Payment, Total																		384,000
Repayments of Debt																	4,200,000
Debt Instrument, Unamortized Discount, Total																		2,600,000
Proceeds from Issuance of Long-term Debt, Total																	$ 13,300,000	$ 6,900,000
Debt Instrument, Effective Interest Rate for Discount Amortization																	88.00%	89.00%
Gain (Loss) on Extinguishment of Debt, Total														$ (500,000)		$ (100,000)	$ (400,000)
C6 Capital [Member] | Future Revenue Payable Two [Member] | Minimum [Member]
Debt Instrument, Term (Month)																	182 days
C6 Capital [Member] | Future Revenue Payable Two [Member] | Maximum [Member]
Debt Instrument, Term (Month)																	336 days
C6 Capital [Member] | Future Revenue Payable One [Member]
Debt Instrument, Periodic Payment, Total																		$ 148,000
Yorkville [Member] | Prepaid Advance Agreement [Member]
Debt Instrument, Prepaid Advances Limitation, Outstanding																										$ 5,000,000.0
Yorkville [Member] | Prepaid Advance Agreement [Member] | Minimum [Member]
Debt Instrument, Maximum Prepaid Advances																										5,000,000.0
Yorkville [Member] | Prepaid Advance Agreement [Member] | Maximum [Member]
Debt Instrument, Maximum Prepaid Advances																										$ 50,000,000.0

[1] On November 17, 2021, the Company entered into a credit agreement and associated documents (the “Credit Agreement”) with Alter Domus (US), LLC (“Alter Domus”), as administrative agent and collateral agent and various lenders (the “Lenders”) in order to enable the Company to finance the acquisition of Front Line Power Construction, LLC. The Lenders made a Term Loan to Front Line in the initial principal amount of $105,000,000 for the purposes of financing the acquisition and the associated expenses. The term loan initially bears interest at the three-month Adjusted LIBOR Rate, plus the Applicable Margin, of which 2.5% may be paid in-kind. The Term Loan shall be repaid in consecutive quarterly installments of $262,500, and commenced on June 30, 2022. The Credit Agreement provides for mandatory prepayments on the occurrence of events such as sales of assets, Consolidated Excess Cash Flow and Excess Receipts during the term. The credit agreement provides for prepayment premiums (initially 5% on prepayments made in the first 30 months of the term, declining to 1% in the final year of the term). The Term Loan matures on November 17, 2026, subject to acceleration on Events of Default. The interest rate on the term notes at March 31, 2023 was 17.38% with an effective rate of 23.5%. In November 2022, The Company resolved a dispute with the Syndicated lenders whereby the Syndicated lenders deemed the Company to be in default of its credit agreement due to the Company using proceeds from Front Line Power's operations to pay down $9.5 million of the Company's working capital adjustment with the sellers of Front Line Power. As part of a consent agreement with the lenders, the Company agreed to pay the lenders in a paid-in-kind amount of $10.5 million, which was added to the Syndicated debt balance and included $1.0 million of interest calculated from the date of the first intercompany advance that the Company made. The $10.5 million was added to the original issue discount and will be amortized to interest expense over the life of the loan. At March 31, 2023 the Company was not in compliance with all debt covenants and as such, has reclassified the $96.5 million long-term balance of the term loan net of discount to current liabilities.

[2] On November 17, 2021, the Company entered into two unsecured promissory notes, one with Kurt A Johnson, Jr, for $34,256,000 and the second for $51,384,000 with Tidal Power Group LLC. These promissory notes bear interest at a rate of 6% per annum and as modified on April 29, 2022 and December 30, 2022, $20 million was paid on May 6, 2022, $15 million is due on or before April 1, 2023 and the remaining balance is due on May 31, 2023. On December 10, 2021, Kurt A Johnson Jr. received an additional unsecured promissory note in the principal sum of $1,090,000 also with a 6% per annum interest rate in exchange for a reduction of shares issued to Kurt of 400,000. This note was paid off as part of the May 6, 2022 payment. Additionally in amendments to the note, the Company also agreed to reduce the restriction period under the Tidal Lockup letter from two years to one year and to the extent that if the value of the shares previously issued to Tidal Power were less than $160.00 per share after the effects of the reverse stock split, upon expiration of the restriction period ending April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period ending April 1, 2023, so that the value of his stock consideration is no less than $17,635,228, which is equal to $160.00 per common share after the effects of the reverse stock split. Any shortfall would be made up by issuing Mr. Johnson additional common shares. In 2022, the Company recorded a $26.2 million loss on extinguishment related to these loan modifications. The Company did not make the required cash payments on April 1, 2023 and is in default on the unsecured promissory notes but received a verbal forbearance from the note holders. The Company did not issue make-whole shares upon the April 1, 2023 expiration of the restriction period and effected an agreement to extend the restriction period to September 30, 2023. See Note 19 - Subsequent Events for additional information.

[3] Includes vehicle and equipment loans with interest rates ranging from 0% to 9.15%.

[4] On August 18, 2022, the Company entered into a Prepaid Advance Agreement (the “PPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $5.0 million from Yorkville (or such greater amount that the parties may mutually agree) (the “Pre-Paid Advance”), with a limitation on outstanding Pre-Paid Advances of $5.0 million and an aggregate limitation on the Pre-Paid Advances of $50.0 million. Each such Pre-Paid Advance will be offset upon the issuance of the Company’s common stock, par value $0.001 per share (“Common Stock”) to Yorkville at a price per share equal to the lower of: (a) a price per share equal to $0.01 above the market price on The Nasdaq Global Select Market (“Nasdaq”) as of the trading day immediately prior to the date of each closing (the “Fixed Price”), or (b) 96% of the lowest daily volume weighted average price of our Common Stock on Nasdaq during the five (5) trading days prior to each conversion date (the “Market Price” and the lower of the Fixed Price and the Market Price shall be referred to as the “Purchase Price”); however, in no event shall the Purchase Price be less than $8.00 per share after the effects of the reverse stock split. The Company elected the fair value option for this agreement with the debt being marked to market on a quarterly basis. The discount was amortized through interest expense over the life of the loan. The note had an original maturity date of October 27, 2022, which was extended to February 2023 in October 2022 and was paid off and has no carrying balance as of March 31, 2023.

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Note 16 - Notes Payable and Line of Credit - Summary of Debt (Details) - USD ($) $ in Thousands		Mar. 31, 2023	Dec. 31, 2022
Long-term Debt, gross		$ 272,538	$ 266,885
Unamortized prepaid financing fees		(20,551)	(21,649)
Total long-term debt		251,987	245,236
Less: notes payable, current		(250,711)	(144,708)
Notes payable, less current portion		1,276	100,528
Syndicated Term Note [Member]
Long-term Debt, gross	[1]	114,463	114,725
Seller Financed Notes Payable - Front Line Power Acquisition [Member]
Long-term Debt, gross	[2]	69,168	69,168
Financing Note [Member]
Long-term Debt, gross	[3]	887	2,210
Seller Financed Notes Payable - Reach Construction Acquisition [Member]
Long-term Debt, gross	[4]	3,480	3,480
Vehicle and Equipment loans [Member]
Long-term Debt, gross	[5]	2,120	2,014
Non-Recourse Payable Agreement [Member]
Long-term Debt, gross	[6]	5,220	10,400
The Investor Note [Member]
Long-term Debt, gross	[7]	75,677	60,780
Prepaid Advance Agreement [Member]
Long-term Debt, gross	[8]	0	1,829
Conditional Settlement Notes Payable Agreement [Member]
Long-term Debt, gross	[9]	1,500	2,250
Full Moon - Loan to Prior Owner [Member]
Long-term Debt, gross	[10]	$ 23	$ 29

[1] On November 17, 2021, the Company entered into a credit agreement and associated documents (the “Credit Agreement”) with Alter Domus (US), LLC (“Alter Domus”), as administrative agent and collateral agent and various lenders (the “Lenders”) in order to enable the Company to finance the acquisition of Front Line Power Construction, LLC. The Lenders made a Term Loan to Front Line in the initial principal amount of $105,000,000 for the purposes of financing the acquisition and the associated expenses. The term loan initially bears interest at the three-month Adjusted LIBOR Rate, plus the Applicable Margin, of which 2.5% may be paid in-kind. The Term Loan shall be repaid in consecutive quarterly installments of $262,500, and commenced on June 30, 2022. The Credit Agreement provides for mandatory prepayments on the occurrence of events such as sales of assets, Consolidated Excess Cash Flow and Excess Receipts during the term. The credit agreement provides for prepayment premiums (initially 5% on prepayments made in the first 30 months of the term, declining to 1% in the final year of the term). The Term Loan matures on November 17, 2026, subject to acceleration on Events of Default. The interest rate on the term notes at March 31, 2023 was 17.38% with an effective rate of 23.5%. In November 2022, The Company resolved a dispute with the Syndicated lenders whereby the Syndicated lenders deemed the Company to be in default of its credit agreement due to the Company using proceeds from Front Line Power's operations to pay down $9.5 million of the Company's working capital adjustment with the sellers of Front Line Power. As part of a consent agreement with the lenders, the Company agreed to pay the lenders in a paid-in-kind amount of $10.5 million, which was added to the Syndicated debt balance and included $1.0 million of interest calculated from the date of the first intercompany advance that the Company made. The $10.5 million was added to the original issue discount and will be amortized to interest expense over the life of the loan. At March 31, 2023 the Company was not in compliance with all debt covenants and as such, has reclassified the $96.5 million long-term balance of the term loan net of discount to current liabilities.

[2] On November 17, 2021, the Company entered into two unsecured promissory notes, one with Kurt A Johnson, Jr, for $34,256,000 and the second for $51,384,000 with Tidal Power Group LLC. These promissory notes bear interest at a rate of 6% per annum and as modified on April 29, 2022 and December 30, 2022, $20 million was paid on May 6, 2022, $15 million is due on or before April 1, 2023 and the remaining balance is due on May 31, 2023. On December 10, 2021, Kurt A Johnson Jr. received an additional unsecured promissory note in the principal sum of $1,090,000 also with a 6% per annum interest rate in exchange for a reduction of shares issued to Kurt of 400,000. This note was paid off as part of the May 6, 2022 payment. Additionally in amendments to the note, the Company also agreed to reduce the restriction period under the Tidal Lockup letter from two years to one year and to the extent that if the value of the shares previously issued to Tidal Power were less than $160.00 per share after the effects of the reverse stock split, upon expiration of the restriction period ending April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period ending April 1, 2023, so that the value of his stock consideration is no less than $17,635,228, which is equal to $160.00 per common share after the effects of the reverse stock split. Any shortfall would be made up by issuing Mr. Johnson additional common shares. In 2022, the Company recorded a $26.2 million loss on extinguishment related to these loan modifications. The Company did not make the required cash payments on April 1, 2023 and is in default on the unsecured promissory notes but received a verbal forbearance from the note holders. The Company did not issue make-whole shares upon the April 1, 2023 expiration of the restriction period and effected an agreement to extend the restriction period to September 30, 2023. See Note 19 - Subsequent Events for additional information.

[3] The Company executes notes payable with First Insurance Funding for the purposes of financing a portion of the Company's insurance coverage. The Company executed a note payable in July 2022 for $3.3 million and one in November 2022 for $0.7 million both at 3.28% interest. These two notes are scheduled to mature in May 2023.

[4] Includes two seller-financed notes payable, one for $5 million and the second for $1.5 million. In August 2021, the $5 million note was amended from its original 18-month term; the Company paid $1 million in cash and exchanged 3,895 shares of common stock after the effects of the reverse stock split in exchange for an additional $1 million reduction in principal. The new loan had a face value of $2.0 million at a rate of 6% per annum and was recorded based on an estimated market interest rate of 10% per annum with an original issue discount of $48 thousand. The second seller financed note payable is due 36-months from the April 1, 2020 acquisition date. Both notes had an original stated interest rate of 6% per annum. In 2022, the Company filed and served a Federal Civil Complaint asserting various causes-of-action against the holder of the note, including misrepresentations made during the course of negotiating this transaction. Based on that complaint, the evidence contained therein, and the conduct described, the Company reasonably believes that it owes no additional compensation as a result of this transaction and will be making no payments toward this obligation until legal determinations have been made.

[5] Includes vehicle and equipment loans with interest rates ranging from 0% to 9.15%.

[6] The Company entered into a non-recourse agreement, which was originated in November 2021 with a face amount of $9.5 million. The Company received net cash proceeds of $6.9 million. The Company recorded a liability of $9.5 million and a debt discount of $2.6 million. Under the terms of the agreement, for the first 12 weeks, the Company made weekly payments of $148 thousand and for the final 20 weeks, the Company was to make payments of $384 thousand. The agreement had no stated interest rate, but the discount and loan origination fees were being amortized based on an 89% interest rate. In April 2022, the Company took out three non-recourse agreements for the sale of future revenues in the combined amount of $20.2 million. The Company received approximately $13.3 million after the deduction of an original issue discount and upfront fees. In April 2022, the Company used part of the proceeds from these non-recourse agreements to pay off the non-recourse note of $4.2 million that was on the balance sheet as of March 31, 2022 and recorded a loss on extinguishment of $0.4 million. The loans vary in length from 26 to 48 weeks. The Company paid off the smallest of the three notes in June 2022 and recorded a loss on extinguishment of $0.1 million. Discounts on the remaining agreements were being amortized based on an effective interest rate of 88% and were scheduled to mature in the first quarter of 2023. In December 2022, The Company refinanced the remaining two agreements and recorded a loss on extinguishment of $0.5 million. As part of the refinancing, the Company took out three new agreements with a combined face amount of $11.4 million, which included combined original issue discounts of $3.6 million. Payments are $260 thousand per week until the agreements mature in October 2023, and the discounts were being amortized at a 94% effective interest rate. In February 2023, in order to remove certain liens associated with these obligations, proceeds from a new note with the institutional investor in item 7 below, were used to pay down an additional amount toward these three collective agreements of $1.8 million which created a new weighted-average effective interest rate across the three agreements of 164% and will cause the agreements to be paid off by the end of August 2023, prior to the original maturity. The combined carrying value of the agreements net of the approximately $1.4 million of original issue discounts at March 31, 2023 was $3.8 million.

[7] On December 20, 2021, the Company completed a note payable agreement with an institutional investor, as replaced on February 24, 2023, to surrender the original Unsecured Note with a Secured Promissory Note, with a face amount of $14.9 million and a stated interest rate of 9.0%. As part of the cancellation of the old note, the company recognized a $94 thousand loss on extinguishment. We may prepay all or a portion of the outstanding obligations under the note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months from the purchase price date of the new note, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the "Redemption Amount") subject to the monthly maximum redemption amount of $1.25 million per calendar month, by providing Company with a "Redemption Notice". This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting March 2023. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in March and recorded liquidated damages in other expense in the amount of $.4 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $15.4 million as of March 31, 2023. On December 9, 2022, the Company entered into a Forbearance and Investment Agreement with the same institutional investor and its successors and/or assigns pursuant to which the Company issued a Secured Promissory Note in the face amount of $42.1 million. The note reflects the cancellation of $36.7 million of obligations under certain prior promissory notes issued to the institutional investor and $5,000,000 of additional funds made available to the Company. As part of the cancellation of the former debt, the Company recorded a loss on extinguishment of $1.3 million in December of 2022. The new note carries an original issue discount of $350,000 and reimbursement of investor’s transactional expenses of $50,000, which are included in the initial principal balance of the new note. The note bears interests at nine percent 9% per annum and has a maturity date of 18 months after its issuance date of December 9, 2022. We may prepay all or a portion of the outstanding obligations under the new note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months from the purchase price date of the new note, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the "Redemption Amount") subject to the monthly maximum redemption amount of $2.5 million per calendar month, by providing Company with a "Redemption Notice". This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting December 2022. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in January, February and March of 2023 and recorded liquidated damages in other expense in the amount of $3.4 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $48.6 million as of March 31, 2023. On March 6, 2023, the Company entered into an Amended and Restated Secured Promissory Note, which was a replacement and substitution for a Secured Promissory Note issued to the institutional investor by the Company on February 1, 2023. The restated note has a face value of up to $20.9 million, a 9% stated interest rate, and carries an original issue discount of up to $2.9 million, of which, $.3 million was already earned as of the restatement date due to original cash draws received of $4.25 million and $1.5 million was associated with a restructuring fee. Additional draws are not to exceed $13.8 million and are subject to draw conditions. The outstanding balance shall be repaid on or before June 30, 2023 provided that no draws are advanced to the Company after June 27, 2023. Draws on this note through March 31, 2023 total $9.75 million in cash proceeds. This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting March 2023. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in March and recorded liquidated damages in other expense in the amount of $.3 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $10.6 million as of March 31, 2023. Pursuant to the restated note, the investor agreed to forebear from calling certain defaults against the Company applicable to all three of the outstanding notes prior to June 30, 2023. The agreement contains milestone events and deadlines which require the Company to pursue divestment of certain businesses in 2023 or incur penalties. Refer to the Company's Current Report on Form 8-K dated March 13, 2023 for further details.

[8] On August 18, 2022, the Company entered into a Prepaid Advance Agreement (the “PPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $5.0 million from Yorkville (or such greater amount that the parties may mutually agree) (the “Pre-Paid Advance”), with a limitation on outstanding Pre-Paid Advances of $5.0 million and an aggregate limitation on the Pre-Paid Advances of $50.0 million. Each such Pre-Paid Advance will be offset upon the issuance of the Company’s common stock, par value $0.001 per share (“Common Stock”) to Yorkville at a price per share equal to the lower of: (a) a price per share equal to $0.01 above the market price on The Nasdaq Global Select Market (“Nasdaq”) as of the trading day immediately prior to the date of each closing (the “Fixed Price”), or (b) 96% of the lowest daily volume weighted average price of our Common Stock on Nasdaq during the five (5) trading days prior to each conversion date (the “Market Price” and the lower of the Fixed Price and the Market Price shall be referred to as the “Purchase Price”); however, in no event shall the Purchase Price be less than $8.00 per share after the effects of the reverse stock split. The Company elected the fair value option for this agreement with the debt being marked to market on a quarterly basis. The discount was amortized through interest expense over the life of the loan. The note had an original maturity date of October 27, 2022, which was extended to February 2023 in October 2022 and was paid off and has no carrying balance as of March 31, 2023.

[9] In October 2020, the Company entered into a conditional settlement agreement with a subcontractor as amended to make payments of $3.5 million, of which $2.6 million is at zero interest, $0.9 million is at 5% interest and the total term of the agreement was amended to be two and a half years. The Company made a $500,000 payment in the fourth quarter of 2021, $500,000 in payments in the first quarter of 2022, a $250,000 payment in the fourth quarter of 2022, and $750,000 in payments in the first quarter of 2023. The Company was scheduled to make the final payment of $1.5 million plus accrued interest in April 2023 but amended the agreement in April 2023 to adjust the maturity to June 2023. The amendment also applies a 5% interest rate from the date of the amendment to the outstanding principal balance which was $1.5 million as of March 31, 2023.

[10] Represents Coax Fiber Solutions opening balance sheet loans to prior Coax Fiber Solutions owners.

XML

Note 17 - Concentrations (Details Textual) - Supplier Concentration Risk [Member] - Cost of Goods and Service Benchmark [Member]	3 Months Ended
	Mar. 31, 2022
Number of Supplier	1
One Supplier [Member]
Concentration Risk, Percentage	12.00%

XML

Note 17 - Concentrations - Concentration Risk (Details) - Customer Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Revenue Benchmark [Member] | Customer One [Member]
Concentration risk, percentage	19.00%	28.00%
Revenue Benchmark [Member] | Customer Two [Member]
Concentration risk, percentage	17.00%	10.00%
Revenue Benchmark [Member] | Customer Four [Member]
Concentration risk, percentage	15.00%	14.00%
Revenue Benchmark [Member] | Customer Three [Member]
Concentration risk, percentage	16.00%	19.00%
Revenue Benchmark [Member] | Nine Customers [Member]
Concentration risk, percentage	67.00%	61.00%
Accounts Receivable [Member] | Customer One [Member]
Concentration risk, percentage	18.00%		26.00%
Accounts Receivable [Member] | Customer Two [Member]
Concentration risk, percentage			11.00%
Accounts Receivable [Member] | Customer Four [Member]
Concentration risk, percentage	22.00%		21.00%
Accounts Receivable [Member] | Customer Three [Member]
Concentration risk, percentage	16.00%		14.00%
Accounts Receivable [Member] | Four Customers [Member]
Concentration risk, percentage	56.00%		72.00%

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Note 18 - Commitments and Contingencies (Details Textual) - USD ($)		3 Months Ended
	Apr. 01, 2023	Mar. 31, 2022	Mar. 31, 2023	Dec. 31, 2022
Performance and Payment Bonds Outstanding Amount			$ 5,000,000.0
Letters of Credit Outstanding, Amount			1,500,000
Unsecured Promissory Note With Tidal Power Group [Member]
Payments for Additional Consideration		$ 28,852,844
Unsecured Promissory Note With Tidal Power Group [Member] | Subsequent Event [Member] | Maximum [Member]
Payments for Additional Consideration	$ 28,852,844
Unsecured Promissory Note With Tidal Power Group [Member] | Subsequent Event [Member] | Minimum [Member]
Payments for Additional Consideration	$ 17,635,228
Seller Financed Notes Payable - Front Line Power Acquisition [Member]
Debt Instrument, Fair Value Disclosure			44,785,000	$ 43,693,000
Syndicated Term Note [Member]
Debt Instrument, Fair Value Disclosure			$ 607,000	$ 536,000
Debt Instrument, Share Price Covenant (in dollars per share)			$ 6.00

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Note 19 - Subsequent Events (Details Textual) - Subsequent Event [Member] $ in Millions		1 Months Ended
	Apr. 18, 2023	Apr. 30, 2023 USD ($)
Jingoli Power, LLC [Member]
Litigation Settlement, Amount Awarded to Other Party		$ 34
Reverse Stock Split [Member] | Minimum [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	10
Reverse Stock Split [Member] | Maximum [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	40