UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2021

OR

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

For the transition period from                   to

Commission file number 001-34278

BROADWIND, INC.

(Exact name of registrant as specified in its charter)

Delaware	88-0409160
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3240 S. Central Avenue, Cicero, IL 60804

(Address of principal executive offices)

(708) 780-4800

(Registrant’s telephone number, including area code)

Not applicable

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	BWEN	The NASDAQ Capital Market

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

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

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

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

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

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

Number of shares of registrant’s common stock, par value $0.001, outstanding as of August 3, 2021: 19,385,061.

BROADWIND, INC. AND SUBSIDIARIES

INDEX

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
Signatures		29

PART I.       FINANCIAL INFORMATION

Item 1.Financial Statements

BROADWIND, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

	June 30,			December 31,
	2021			2020
ASSETS
CURRENT ASSETS:
Cash	$	4,757		$	3,372
Accounts receivable, net		17,614			15,337
Employee retention credit receivable		1,714			—
Contract assets		2,665			2,253
Inventories, net		31,951			26,724
Prepaid expenses and other current assets		1,885			2,909
Total current assets		60,586			50,595
LONG-TERM ASSETS:
Property and equipment, net		45,186			45,195
Operating lease right-of-use assets		18,926			19,321
Intangible assets, net		3,819			4,186
Other assets		502			385
TOTAL ASSETS	$	129,019		$	119,682
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Line of credit and other notes payable	$	6,392		$	1,406
Current portion of finance lease obligations		1,801			1,427
Current portion of operating lease obligations		1,729			1,832
Accounts payable		17,096			18,180
Accrued liabilities		4,612			6,307
Customer deposits		15,470			18,819
Total current liabilities		47,100			47,971
LONG-TERM LIABILITIES:
Long-term debt, net of current maturities		228			9,381
Long-term finance lease obligations, net of current portion		2,658			1,996
Long-term operating lease obligations, net of current portion		19,310			19,569
Other		927			104
Total long-term liabilities		23,123			31,050
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.001 par value; 30,000,000 shares authorized; 19,658,998 and 17,211,498 shares issued as of June 30, 2021, and December 31, 2020, respectively		20			17
Treasury stock, at cost, 273,937 shares as of June 30, 2021 and December 31, 2020		(1,842	)		(1,842	)
Additional paid-in capital		393,839			384,749
Accumulated deficit		(333,221	)		(342,263	)
Total stockholders’ equity		58,796			40,661
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	129,019		$	119,682

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

1

BROADWIND, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Revenues	$	46,491		$	54,926		$	79,219		$	103,560
Cost of sales		44,293			49,509			76,739			91,971
Gross profit		2,198			5,417			2,480			11,589
OPERATING EXPENSES:
Selling, general and administrative		4,325			4,198			8,735			8,507
Intangible amortization		184			184			367			367
Total operating expenses		4,509			4,382			9,102			8,874
Operating (loss) income		(2,311	)		1,035			(6,622	)		2,715
OTHER INCOME (EXPENSE), net:
Paycheck Protection Program loan forgiveness		9,151			—			9,151			—
Interest expense, net		(318	)		(474	)		(547	)		(1,147	)
Other, net		3,775			(1	)		7,137			(3	)
Total other income (expense), net		12,608			(475	)		15,741			(1,150	)
Net income before provision for income taxes		10,297			560			9,119			1,565
Provision for income taxes		45			31			77			83
NET INCOME		10,252			529			9,042			1,482
NET INCOME PER COMMON SHARE—BASIC:
Net income	$	0.55		$	0.03		$	0.50		$	0.09
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC		18,761			16,761			17,974			16,678
NET INCOME PER COMMON SHARE—DILUTED:
Net income	$	0.53		$	0.03		$	0.48		$	0.09
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED		19,400			17,125			18,864			16,934

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

2

BROADWIND, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share data)

	Common Stock					Treasury Stock						Additional
	Shares			Issued					Issued			Paid-in			Accumulated
	Issued			Amount		Shares			Amount			Capital			Deficit			Total
BALANCE, December 31, 2019		16,830,930		$	17		(273,937	)	$	(1,842	)	$	383,361		$	(340,776	)	$	40,760
Stock issued for restricted stock		83,050			—		—			—			—			—			—
Share-based compensation		—			—		—			—			308			—			308
Net income		—			—		—			—			—			954			954
BALANCE, March 31, 2020		16,913,980		$	17		(273,937	)	$	(1,842	)	$	383,669		$	(339,822	)	$	42,022
Stock issued for restricted stock		199,636			—		—			—			—			—			—
Share-based compensation		—			—		—			—			248			—			248
Net income		—			—		—			—			—			529			529
BALANCE, June 30, 2020		17,113,616		$	17		(273,937	)	$	(1,842	)	$	383,917		$	(339,293	)	$	42,799
BALANCE, December 31, 2020		17,211,498		$	17		(273,937	)	$	(1,842	)	$	384,749		$	(342,263	)	$	40,661
Stock issued for restricted stock		241,806			—		—			—			—			—			—
Stock issued under defined contribution 401(k) retirement savings plan		26,265			—		—			—			258			—			258
Share-based compensation		—			—		—			—			219			—			219
Shares withheld for taxes in connection with issuance of restricted stock		(105,399	)		—		—			—			(847	)		—			(847	)
Sale of common stock, net		1,100,000			1		—			—			6,100			—			6,101
Net loss		—			—		—			—			—			(1,210	)		(1,210	)
BALANCE, March 31, 2021		18,474,170		$	18		(273,937	)	$	(1,842	)	$	390,479		$	(343,473	)	$	45,182
Stock issued for restricted stock		440,611			1		—			—			—			—			1
Stock issued under defined contribution 401(k) retirement savings plan		71,334			—		—			—			312			—			312
Share-based compensation		—			—		—			—			445			—			445
Shares withheld for taxes in connection with issuance of restricted stock		(124,814	)		—		—			—			(644	)		—			(644	)
Sale of common stock, net		797,697			1		—			—			3,247			—			3,248
Net income		—			—		—			—			—			10,252			10,252
BALANCE, June 30, 2021		19,658,998		$	20		(273,937	)	$	(1,842	)	$	393,839		$	(333,221	)	$	58,796

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

3

BROADWIND, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Six Months Ended June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	9,042		$	1,482
Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization expense		3,164			3,194
Paycheck Protection Program loan forgiveness		(9,151	)		—
Deferred income taxes		21			21
Change in fair value of interest rate swap agreements		12			157
Stock-based compensation		664			556
Allowance for doubtful accounts		(421	)		34
Common stock issued under defined contribution 401(k) plan		570			—
Gain on disposal of assets		(23	)		—
Changes in operating assets and liabilities:
Accounts receivable		(1,856	)		(7,843	)
Employee retention credit receivable		(1,714	)		—
Contract assets		(412	)		—
Inventories		(5,227	)		(5,748	)
Prepaid expenses and other current assets		1,024			385
Accounts payable		(1,342	)		520
Accrued liabilities		(953	)		28
Customer deposits		(3,349	)		(1,001	)
Other non-current assets and liabilities		(36	)		(23	)
Net cash used in operating activities		(9,987	)		(8,238	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(765	)		(929	)
Proceeds from disposals of property and equipment		23			—
Net cash used in investing activities		(742	)		(929	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit		82,862			93,358
Payments on line of credit		(78,108	)		(92,768	)
Proceeds from long-term debt		387			9,530
Payments on long-term debt		(157	)		(822	)
Principal payments on finance leases		(728	)		(428	)
Shares withheld for taxes in connection with issuance of restricted stock		(1,491	)		—
Proceeds from sale of common stock, net		9,349			—
Net cash provided by financing activities		12,114			8,870
NET INCREASE (DECREASE) IN CASH		1,385			(297	)
CASH beginning of the period		3,372			2,416
CASH end of the period	$	4,757		$	2,119

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

4

BROADWIND, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

NOTE 1 — BASIS OF PRESENTATION 

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

Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2021, or any other interim period, which may differ materially due to, among other things, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2020.

The December 31, 2020 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. This financial information should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2021 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Company Description  

Through its subsidiaries, the Company is a precision manufacturer of structures, equipment and components for clean technology and other specialized applications. The Company provides technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”). The Company’s capabilities include, but are not limited to the following: heavy fabrications, welding, metal rolling, coatings, gear cutting and shaping, heat treatment, assembly, engineering and packaging solutions. The Company’s most significant presence is within the U.S. wind energy industry, which accounted for 68% and 72% of the Company’s revenue during the first six months of 2021 and 2020, respectively. 

Liquidity

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

See Note 7, “Debt and Credit Agreements,” of these condensed consolidated financial statements for a complete description of the Credit Facility and the Company’s other debt. 

Total debt and finance lease obligations at  June 30, 2021 totaled $11,079, which includes current outstanding debt and finance leases totaling $8,193. The Company's revolving line of credit balance is included in the line titled “Line of credit and other notes payable” line item in the Company's condensed consolidated balance sheet. Long-term debt at December 31, 2020 included $9,151 of Payroll Protection Program loans (“PPP Loans”), which were forgiven by the U.S. Small Business Administration (“SBA”) during the quarter ended June 30, 2021. The loan forgiveness is recorded in “Other income (expense), net” in the Company’s condensed consolidated statement of operations. See Note 7, “Debt and Credit Agreements,” of these condensed consolidated financial statements for a complete description of the PPP Loans. 

5

 

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

On March 9, 2021, the Company entered into a $10,000 Equity Distribution Agreement (the “Equity Distribution Agreement”) with Craig-Hallum Capital Group, LLC. Pursuant to the terms of the Equity Distribution Agreement, the Company issued 1,897,697 shares of the Company’s common stock thereunder during the six months ended June 30, 2021. The net proceeds (before upfront costs) to the Company from the sale of such shares were approximately $9,725 after deducting commissions paid of approximately $275 and before deducting other expenses of $376. 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC. The ERC is available for wages paid through December 31, 2021 and is equal to 70% of qualified wages (which includes employer qualified health plan expenses) paid to employees. During each quarter of 2021, a maximum of $10,000 in qualified wages for each employee is eligible for the ERC. Therefore, the maximum tax credit that can be claimed by an eligible employer in 2021 is $7,000 per employee per calendar quarter. In the first quarter of 2021, the Company received an ERC benefit of $3,372, which was recorded in “Other income (expense), net” in the Company’s condensed consolidated statement of operations. The Company also qualified for the ERC in the second quarter of 2021 because it had a gross receipts decrease of more than 20% for the first quarter of 2021 compared to the first quarter of 2019, the relevant criteria for the ERC. As a result of the Company averaging 500 or fewer full-time employees in 2019, all wages paid to employees were eligible for the ERC (rather than only wages paid to employees not providing services). During the second quarter of 2021, the Company recorded a benefit of $3,593 in “Other income (expense), net” in the Company’s condensed consolidated statement of operations. The Company used $1,879 of this amount to reduce payroll tax payments. The receivable for the remaining ERC benefit was $1,714 as of June 30, 2021 and is included in the line titled “Employee retention credit receivable” in the Company’s condensed consolidated balance sheet at June 30, 2021. 

The Company anticipates that current cash resources, expected cash proceeds or savings from the ERC, amounts available under the Credit Facility, cash to be generated from operations and any potential proceeds from the sale of further Company securities under the Form S-3 will be adequate to meet the Company’s liquidity needs for at least the next twelve months.

If assumptions regarding the Company’s production, sales and subsequent collections from certain of the Company’s large customers, as well as customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, particularly in light of the COVID-19 pandemic, emerging variants and its effects on domestic and global economies, the Company may in the future encounter cash flow and liquidity issues. If the Company’s operational performance deteriorates significantly, it may be unable to comply with existing financial covenants, and could lose access to the Credit Facility. This could limit the Company’s operational flexibility, require a delay in making planned investments and/or require the Company to seek additional equity or debt financing. Any additional equity financing, if available, may be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other restrictions on the Company. While the Company believes that it will continue to have sufficient cash available to operate its businesses and to meet its financial obligations and debt covenants, there can be no assurances that its operations will generate sufficient cash, or that credit facilities will be available in an amount sufficient to enable the Company to meet these financial obligations.

Management’s Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period. Significant estimates, among others, include revenue recognition, future cash flows, inventory reserves, warranty reserves, impairment of long-lived assets, allowance for doubtful accounts and health insurance reserves. Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from these estimates, particularly in light of the COVID-19 pandemic.

NOTE 2 — REVENUES

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

The following table presents the Company’s revenues disaggregated by revenue source for the three and six months ended June 30, 2021 and 2020:

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Heavy Fabrications	$	35,830		$	43,614		$	58,607		$	81,983
Gearing		7,404			6,922			12,753			13,149
Industrial Solutions		3,541			4,397			8,145			8,435
Eliminations		(284	)		(7	)		(286	)		(7	)
Consolidated	$	46,491		$	54,926		$	79,219		$	103,560

6

 

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

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

During the six months ended June 30, 2021, the Company recognized a portion of revenue within the Gearing and Heavy Fabrications segments over time, as the products had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contracts. Since the projects are labor intensive, the Company uses labor hours as the input measure of progress for the applicable contracts. Within the Heavy Fabrications segment, the Company recognized revenue over time of $1,276 and $2,429 for the three and six months ended June 30, 2021, respectively. Within the Gearing segment, the Company recognized revenue over time of $975 and $1,532 for the three and six months ended June 30, 2021, respectively. Contract assets are recorded when performance obligations are satisfied but the Company is not yet entitled to payment. Contract assets represent the Company’s rights to consideration for work completed but not billed at the end of the period. The Company did not recognize any revenue over time during the three and six months ended June 30, 2020.

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

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

NOTE 3 — EARNINGS PER SHARE 

The following table presents a reconciliation of basic and diluted earnings per share for the three and six months ended June 30, 2021 and 2020, as follows: 

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Basic earnings per share calculation:
Net income	$	10,252	$	529	$	9,042	$	1,482
Weighted average number of common shares outstanding		18,760,910		16,760,702		17,973,896		16,678,469
Basic net income per share	$	0.55	$	0.03	$	0.50	$	0.09
Diluted earnings per share calculation:
Net income	$	10,252	$	529	$	9,042	$	1,482
Weighted average number of common shares outstanding		18,760,910		16,760,702		17,973,896		16,678,469
Common stock equivalents:
Non-vested stock awards		639,150		363,917		889,874		255,336
Weighted average number of common shares outstanding		19,400,060		17,124,619		18,863,770		16,933,805
Diluted net income per share	$	0.53	$	0.03	$	0.48	$	0.09

7

 

NOTE 4 — INVENTORIES 

The components of inventories as of June 30, 2021 and December 31, 2020 are summarized as follows:

	June 30,			December 31,
	2021			2020
Raw materials	$	20,529		$	14,586
Work-in-process		11,218			12,634
Finished goods		2,710			2,704
		34,457			29,924
Less: Reserve for excess and obsolete inventory		(2,506	)		(3,200	)
Net inventories	$	31,951		$	26,724

NOTE 5 — INTANGIBLE ASSETS

Intangible assets represent the fair value assigned to definite-lived assets such as trade names and customer relationships as part of the Company’s acquisition of Brad Foote completed in 2007 as well as the noncompetition agreements, trade names and customer relationships that were part of the Company’s acquisition of Red Wolf Company, LLC completed in 2017. Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 2 to 6 years.

As of June 30, 2021 and December 31, 2020, the cost basis, accumulated amortization and net book value of intangible assets were as follows:

	June 30, 2021												December 31, 2020
											Remaining												Remaining
											Weighted												Weighted
						Accumulated			Net		Average							Accumulated			Net		Average
	Cost		Accumulated			Impairment			Book		Amortization				Accumulated			Impairment			Book		Amortization
	Basis		Amortization			Charges			Value		Period		Cost		Amortization			Charges			Value		Period
Intangible assets:
Noncompete agreements	$	170	$	(125	)	$	—		$	45		1.6	$	170	$	(111	)	$	—		$	59		2.1
Customer relationships		15,979		(7,132	)		(7,592	)		1,255		4.4		15,979		(6,979	)		(7,592	)		1,408		4.9
Trade names		9,099		(6,580	)		—			2,519		6.3		9,099		(6,380	)		—			2,719		6.8
Intangible assets	$	25,248	$	(13,837	)	$	(7,592	)	$	3,819		4.2	$	25,248	$	(13,470	)	$	(7,592	)	$	4,186		4.6

As of June 30, 2021, estimated future amortization expense was as follows:

2021	$	367
2022		725
2023		664
2024		661
2025		661
2026 and thereafter		741
Total	$	3,819

NOTE 6 — ACCRUED LIABILITIES

Accrued liabilities as of June 30, 2021 and December 31, 2020 consisted of the following: 

	June 30,		December 31,
	2021		2020
Accrued payroll and benefits	$	3,016	$	5,320
Fair value of interest rate swap		88		148
Accrued property taxes		363		—
Income taxes payable		41		78
Accrued professional fees		508		176
Accrued warranty liability		168		33
Self-insured workers compensation reserve		172		74
Accrued other		256		478
Total accrued liabilities	$	4,612	$	6,307

8

 

NOTE 7 — DEBT AND CREDIT AGREEMENTS

The Company’s outstanding debt balances as of June 30, 2021 and December 31, 2020 consisted of the following:

	June 30,			December 31,
	2021			2020
Line of credit	$	6,000		$	1,245
PPP Loans		—			9,151
Other notes payable		392			163
Long-term debt		228			228
Less: Current portion		(6,392	)		(1,406	)
Long-term debt, net of current maturities	$	228		$	9,381

Credit Facility

On October 26, 2016, the Company established a three-year secured revolving line of credit with CIBC Bank USA (“CIBC”). This line of credit has been amended from time to time. On February 25, 2019, the line of credit was expanded and extended for three years when the Company and its subsidiaries entered into an Amended and Restated Loan and Security Agreement (the “2016 Amended and Restated Loan Agreement”), with CIBC as administrative agent and sole lead arranger and the other financial institutions party thereto, providing the Company and its subsidiaries with a $35,000 secured credit facility (as amended to date, the “Credit Facility”). The obligations under the Credit Facility are secured by, subject to certain exclusions, (i) a first priority security interest in all accounts receivable, inventory, equipment, cash and investment property, and (ii) a mortgage on the Abilene, Texas tower and Pittsburgh, Pennsylvania gearing facilities.

On October 29, 2020, the Company executed the First Amendment to the 2016 Amended and Restated Loan Agreement, implementing a payoff of a syndicated lender and a pricing grid based on the Company’s trailing twelve month EBITDA under which applicable margins range from 2.25% to 2.75% for LIBOR rate loans and 0.00% and 0.75% for base rate loans, and extending the term of the Credit Facility to  July 31, 2023.

The Credit Facility is an asset-based revolving credit facility, pursuant to which the CIBC advances funds against a borrowing base consisting of approximately (a) 85% of the face value of eligible receivables of the Company and the subsidiaries, plus (b) the lesser of (i) 50% of the lower of cost or market value of eligible inventory of the Company, (ii) 85% of the orderly liquidation value of eligible inventory and (iii) $12.5 million, plus (c) the lesser of (i) the sum of (A) 75% of the appraised net orderly liquidation value of the Company’s eligible machinery and equipment plus (B) 50% of the fair market value of the Company’s mortgaged property and (ii) $12 million. Subject to certain borrowing base conditions, the aggregate Credit Facility limit under the 2016 Amended and Restated Loan Agreement is $35 million with a sublimit for letters of credit of $10 million. Borrowings under the Credit Facility bear interest at a per annum rate equal to, at the option of the Company, the one, two or three-month LIBOR rate or the base rate, plus a margin. The Company must also pay an unused facility fee equal to 0.50% per annum on the unused portion of the Credit Facility along with other standard fees. With the exception of the balance impacted by the interest rate swap (as described below), the Company is allowed to prepay in whole or in part advances under the Credit Facility without penalty or premium other than customary “breakage” costs with respect to LIBOR loans.

The Credit Facility contains customary representations and warranties applicable to the Company and its subsidiaries. It also contains a requirement that the Company, on a consolidated basis, maintain a minimum quarterly fixed charge coverage ratio, along with other customary restrictive covenants, certain of which are subject to materiality thresholds, baskets and customary exceptions and qualifications. The Company was in compliance with all covenants under the Credit Facility as of June 30, 2021.

On February 23, 2021, the Company executed the Second Amendment to the 2016 Amended and Restated Loan Agreement, which waived testing of the fixed charge coverage covenant for the quarters ending March 31, 2021 and June 30, 2021, added a new liquidity covenant applicable to the quarter ending March 31, 2021, and new minimum EBITDA covenants applicable to the quarters ending March 31, 2021 and June 30 2021. As of June 30, 2021, the Company was in compliance with the terms of the Credit Facility. Pursuant to the Second Amendment, as of the September 30, 2021 reporting date, the Company will transition back to a fixed charge coverage covenant. 

In conjunction with the 2016 Amended and Restated Loan Agreement, during June 2019, the Company entered into a floating to fixed interest rate swap with CIBC. The swap agreement has a notional amount of $6,000 and a schedule matching that of the underlying loan that synthetically fixes the interest rate on LIBOR borrowings for the entire term of the Credit Facility at 2.13%, before considering the Company’s risk premium. The interest rate swap is accounted for using mark-to-market accounting. Accordingly, changes in the fair value of the swap each reporting period are adjusted through earnings, which may subject the Company’s results of operations to non-cash volatility. The interest rate swap liability is included in the “Accrued liabilities” line item of the Company’s condensed consolidated financial statements as of June 30, 2021 and December 31, 2020.

As of June 30, 2021, there was $6,000 of outstanding indebtedness under the Credit Facility, with the ability to borrow an additional $18,928, under the Credit Facility.

9

 

Other 

In 2016, the Company entered into a $570 loan agreement with the Development Corporation of Abilene which is included in the “Long-term debt, less current maturities” line item of our condensed consolidated financial statements as of June 30, 2021 and December 31, 2020. The loan is forgivable upon the Company meeting and maintaining specific employment thresholds. During each of the years 2020, 2019, and 2018, $114 of the loan was forgiven. As of June 30, 2021, the loan balance was $228. In addition, the Company has outstanding notes payable for capital expenditures in the amount of $392 and $163 as of June 30, 2021 and December 31, 2020, respectively, with $392 and $161 included in the “Line of credit and other notes payable” line item of the Company’s condensed consolidated financial statements as of June 30, 2021 and December 31, 2020, respectively. The notes payable have monthly payments that range from $1 to $7 and an interest rate of approximately 8%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from March 2022 to August 2024.

On April 15, 2020, the Company received funds under notes and related documents with CIBC, under the Paycheck Protection Program (the “PPP”) which was established under the CARES Act enacted on March 27, 2020 in response to the COVID-19 pandemic and is administered by the SBA. The Company received total proceeds of $9,530 from the PPP Loans and made repayments of $379 on May 13, 2020. Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020 enacted on June 5, 2020 (the “Flexibility Act”), the PPP Loans, and accrued interest and fees may be forgiven following a period of twenty-four weeks after PPP Loan proceeds are received (the “covered period”) if they are used for qualifying expenses as described in the CARES Act including payroll costs and certain employee benefits (which must equal or exceed 60% of the amount requested to be forgiven), rent, mortgage interest, and utilities. The amount of loan forgiveness will be reduced if the borrower terminates employees or significantly reduces salaries during such period, subject to certain exceptions. Subject to the terms and conditions applicable to loans administered by the SBA under the PPP, as amended by the Flexibility Act, the unforgiven portion of a PPP Loan is payable over a two year period at an interest rate of 1.00%, with a deferral of payments of principal, interest and fees until the date on which the SBA remits the loan forgiveness amount to the lender (or notifies the lender that no loan forgiveness is allowed), provided that the borrower applies for forgiveness within 10 months after the last day of the covered period (and if not, payment of principal and interest shall commence 10 months after the last day of the covered period). The Company used at least 60% of the amount of the PPP Loans proceeds to pay for payroll costs and the balance on other eligible qualifying expenses consistent with the terms of the PPP and submitted its forgiveness applications to CIBC during the first quarter of 2021. During the second quarter of 2021, all loans were forgiven by the SBA and a gain of $9,151 was recorded in “Other income (expense), net” in the Company's condensed consolidated statements of operations. 

NOTE 8 — LEASES

The Company leases certain facilities and equipment. On January 1, 2019, the Company adopted Accounting Standard Update (“ASU”) 2016-02, Leases (“Topic 842”) and ASU 2018-11 using the cumulative effect method and has elected to apply each available practical expedient. The adoption of Topic 842 resulted in the Company recognizing operating lease liabilities totaling $19,508 with a corresponding right-of-use (“ROU”) asset of $17,613 based on the present value of the minimum rental payments of such leases. The variance between the ROU asset balance and the lease liability is a deferred rent liability that existed prior to the adoption of Topic 842 and was offset against the ROU asset balance during the adoption. The discount rates used for leases accounted for under ASC 842 are based on an interest rate yield curve developed for the leases in the Company’s lease portfolio.

The Company has elected to apply the short-term lease exception to all leases of one year or less. During the six months ended June 30, 2021, the Company had an additional operating lease that resulted in right-of-use assets obtained in exchange for lease obligations of $907. Additionally, during the six months ended June 30, 2021 and 2020, the Company had additional finance leases that resulted in property, plant, and equipment obtained in exchange for lease obligations of $1,896 and $1,918, respectively. 

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

10

 

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Components of lease cost
Finance lease cost components:
Amortization of finance lease assets	$	254		$	156		$	440		$	285
Interest on finance lease liabilities		105			48			173			74
Total finance lease costs		359			204			613			359
Operating lease cost components:
Operating lease cost		760			811			1,519			1,576
Short-term lease cost		178			155			374			287
Variable lease cost (1)		197			193			427			388
Sublease income		(46	)		(45	)		(92	)		(90	)
Total operating lease costs		1,089			1,114			2,228			2,161
Total lease cost	$	1,448		$	1,318		$	2,841		$	2,520
Supplemental cash flow information related to our operating leases is as follows for the six months ended June 30, 2021 and 2020:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases							$	1,800		$	1,764
Weighted-average remaining lease term-finance leases at end of period (in years)								2.2			1.8
Weighted-average remaining lease term-operating leases at end of period (in years)								9.3			10.4
Weighted-average discount rate-finance leases at end of period								8.6	%		9.0	%
Weighted-average discount rate-operating leases at end of period								8.5	%		8.8	%

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

As of June 30, 2021, future minimum lease payments under finance leases and operating leases were as follows:

	Finance			Operating
	Leases			Leases			Total
2021	$	1,120		$	1,754		$	2,874
2022		1,876			3,474			5,350
2023		1,220			3,388			4,608
2024		440			2,933			3,373
2025		240			3,015			3,255
2026 and thereafter		55			17,104			17,159
Total lease payments		4,951			31,668			36,619
Less—portion representing interest		(492	)		(10,629	)		(11,121	)
Present value of lease obligations		4,459			21,039			25,498
Less—current portion of lease obligations		(1,801	)		(1,729	)		(3,530	)
Long-term portion of lease obligations	$	2,658		$	19,310		$	21,968

NOTE 9 — FAIR VALUE MEASUREMENTS 

Fair Value of Financial Instruments 

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

11

 

The Company entered into an interest rate swap in June 2019 to mitigate the exposure to the variability of LIBOR for its floating rate debt described in Note 7, “Debt and Credit Agreements,” of these condensed consolidated financial statements. The fair value of the interest rate swap is reported in “Accrued liabilities” and the change in fair value is reported in “Interest expense, net” of these condensed consolidated financial statements. The fair value of the interest rate swap is estimated as the net present value of projected cash flows based on forward interest rates at the balance sheet date.

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

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

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

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

The following tables represent the fair values of the Company’s financial liabilities as of June 30, 2021 and December 31, 2020:

	June 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities measured on a recurring basis:
Interest rate swap	$	—	$	88	$	—	$	88
Total liabilities at fair value	$	—	$	88	$	—	$	88

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities measured on a recurring basis:
Interest rate swap	$	—	$	148	$	—	$	148
Total liabilities at fair value	$	—	$	148	$	—	$	148

NOTE 10 — INCOME TAXES 

Effective tax rates differ from federal statutory income tax rates primarily due to changes in the Company’s valuation allowance, permanent differences and provisions for state and local income taxes. As of June 30, 2021, the Company has a full valuation allowance recorded against deferred tax assets. During the six months ended June 30, 2021, the Company recorded a provision for income taxes of $77, compared to a provision for income taxes of $83 during the six months ended June 30, 2020. 

The Company files income tax returns in U.S. federal and state jurisdictions. As of June 30, 2021, open tax years in federal and some state jurisdictions date back to 1996 due to the taxing authorities’ ability to adjust operating loss carryforwards. As of December 31, 2020, the Company had federal and unapportioned state net operating loss (“NOL”) carryforwards of $260,598 of which $227,781 will generally begin to expire in 2026. The majority of the NOL carryforwards will expire in various years from 2028 through 2037. NOLs generated after January 1, 2018 will not expire.

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

12

 

In February 2013, the Company adopted a Stockholder Rights Plan, which was amended and extended in February 2016 and again in February 2019 (as amended, the “Rights Plan”). The Rights Plan is designed to preserve the Company’s substantial tax assets associated with NOL carryforwards under IRC Section 382. The amendment to the Rights Plan was most recently approved by the Company’s stockholders at the Company’s 2019 Annual Meeting of Stockholders and has a term of three years.

The Rights Plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, becoming the beneficial owner of 4.9% or more of the Company’s common stock and thereby triggering a further limitation of the Company’s available NOL carryforwards. In connection with the adoption of the Rights Plan, the Board declared a non-taxable dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock to the Company’s stockholders of record as of the close of business on February 22, 2013. Each Right entitles its holder to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock at an exercise price of $4.25 per Right, subject to adjustment. As a result of the Rights Plan, any person or group that acquires beneficial ownership of 4.9% or more of the Company’s common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group. Stockholders who owned 4.9% or more of the outstanding shares of the Company’s common stock as of February 12, 2013 will not trigger the preferred share purchase rights unless they acquire additional shares after that date. 

As of June 30, 2021, the Company had no unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. The Company had no accrued interest and penalties as of June 30, 2021.

NOTE 11 — SHARE-BASED COMPENSATION 

There was no stock option activity during the six months ended June 30, 2021 and no stock options were outstanding as of June 30, 2021. 

The following table summarizes the Company’s restricted stock unit and performance award activity during the six months ended June 30, 2021: 

				Weighted Average
	Number of			Grant-Date Fair Value
	Shares			Per Share
Unvested as of December 31, 2020		1,332,884		$	1.86
Granted		393,592		$	4.82
Vested		(682,411	)	$	1.93
Unvested as of June 30, 2021		1,044,065		$	2.75

Under certain situations, shares are withheld from issuance to cover taxes for the vesting of restricted stock units and performance awards. For the six months ended June 30, 2021, 230,213 of such shares were withheld to cover $1,491 of tax obligations. 

The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the six months ended June 30, 2021 and 2020, as follows: 

	Six Months Ended June 30,
	2021		2020
Share-based compensation expense:
Cost of sales	$	76	$	54
Selling, general and administrative		588		502
Net effect of share-based compensation expense on net income	$	664	$	556
Reduction in earnings per share:
Basic earnings per share	$	0.04	$	0.03
Diluted earnings per share	$	0.04	$	0.03

13

 

NOTE 12 — LEGAL PROCEEDINGS

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

NOTE 13 — RECENT ACCOUNTING PRONOUNCEMENTS 

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

NOTE 14— SEGMENT REPORTING 

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

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

Heavy Fabrications

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

Gearing 

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

Industrial Solutions 

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

14

 

Corporate

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

The accounting policies of the reportable segments are the same as those referenced in Note 1, “Basis of Presentation” of these condensed consolidated financial statements. Summary financial information by reportable segment for the three and six months ended June 30, 2021 and 2020 is as follows:

	Heavy Fabrications		Gearing			Industrial Solutions			Corporate			Eliminations			Consolidated
For the Three Months Ended June 30, 2021
Revenues from external customers	$	35,825	$	7,404		$	3,262		$	—		$	—		$	46,491
Intersegment revenues		5		—			279			—			(284	)		—
Net revenues		35,830		7,404			3,541			—			(284	)		46,491
Operating profit (loss)		271		(882	)		(47	)		(1,631	)		(22	)		(2,311	)
Depreciation and amortization		992		462			104			53			—			1,611
Capital expenditures		85		37			6			25			—			153

	Heavy Fabrications		Gearing			Industrial Solutions		Corporate			Eliminations			Consolidated
For the Three Months Ended June 30, 2020
Revenues from external customers	$	43,614	$	6,915		$	4,397	$	—		$	—		$	54,926
Intersegment revenues		—		7			—		—			(7	)		—
Net revenues		43,614		6,922			4,397		—			(7	)		54,926
Operating profit (loss)		3,199		(651	)		217		(1,730	)		—			1,035
Depreciation and amortization		939		503			106		34			—			1,582
Capital expenditures		217		1			7		34			—			259

	Heavy Fabrications			Gearing			Industrial Solutions			Corporate			Eliminations			Consolidated
For the Six Months Ended June 30, 2021
Revenues from external customers	$	58,602		$	12,753		$	7,864		$	—		$	—		$	79,219
Intersegment revenues		5			—			281			—			(286	)		—
Net revenues		58,607			12,753			8,145			—			(286	)		79,219
Operating loss		(1,429	)		(1,871	)		(61	)		(3,239	)		(22	)		(6,622	)
Depreciation and amortization		1,937			920			210			97			—			3,164
Capital expenditures		648			37			26			54			—			765

	Heavy Fabrications		Gearing			Industrial Solutions		Corporate			Eliminations			Consolidated
For the Six Months Ended June 30, 2020
Revenues from external customers	$	81,983	$	13,142		$	8,435	$	—		$	—		$	103,560
Intersegment revenues		—		7			—		—			(7	)		—
Net revenues		81,983		13,149			8,435		—			(7	)		103,560
Operating profit (loss)		6,740		(912	)		410		(3,523	)		—			2,715
Depreciation and amortization		1,903		1,015			210		66			—			3,194
Capital expenditures		598		169			127		35			—