10-Q 1 bwen20210331_10q.htm FORM 10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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

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For the quarterly period ended March 31, 2021

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OR

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

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For the transition period from to

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Commission file number 001-34278

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BROADWIND, INC.

(Exact name of registrant as specified in its charter)

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

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3240 S. Central Avenue, Cicero, IL 60804

(Address of principal executive offices)

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(708) 780-4800

(Registrant’s telephone number, including area code)

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Not applicable

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

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

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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

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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 ◻

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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 ◻

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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:

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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. ◻

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

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Number of shares of registrant’s common stock, par value $0.001, outstanding as of May 4, 2021: 18,488,971.

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Table of Contents

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 | 18
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 24
Item 4. | Controls and Procedures | 24
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings | 25
Item 1A. | Risk Factors | 25
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26
Item 3. | Defaults Upon Senior Securities | 26
Item 4. | Mine Safety Disclosures | 26
Item 5. | Other Information | 26
Item 6. | Exhibits | 26
Signatures | ​ | 28

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Table of Contents

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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)

|  | March 31, |  |  | December 31, |
|  | 2021 |  |  | 2020 |
ASSETS |  |  |  |  |  |  |  |
CURRENT ASSETS: |  |  |  |  |  |  |  |
Cash |  | $ | 2,929 |  |  | $ | 3,372 |
Accounts receivable, net |  |  | 14,326 |  |  |  | 15,337 |
Employee retention credit receivable |  |  | 3,372 |  |  |  | — |
Contract assets |  |  | 2,522 |  |  |  | 2,253 |
Inventories, net |  |  | 40,276 |  |  |  | 26,724 |
Prepaid expenses and other current assets |  |  | 2,204 |  |  |  | 2,909 |
Total current assets |  |  | 65,629 |  |  |  | 50,595 |
LONG-TERM ASSETS: |  |  |  |  |  |  |  |
Property and equipment, net |  |  | 44,766 |  |  |  | 45,195 |
Operating lease right-of-use assets |  |  | 19,401 |  |  |  | 19,321 |
Intangible assets, net |  |  | 4,003 |  |  |  | 4,186 |
Other assets |  |  | 422 |  |  |  | 385 |
TOTAL ASSETS |  | $ | 134,221 |  |  | $ | 119,682 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
CURRENT LIABILITIES: |  |  |  |  |  |  |  |
Line of credit and other notes payable |  | $ | 5,076 |  |  | $ | 1,406 |
Current portion of finance lease obligations |  |  | 1,456 |  |  |  | 1,427 |
Current portion of operating lease obligations |  |  | 1,743 |  |  |  | 1,832 |
Accounts payable |  |  | 25,836 |  |  |  | 18,180 |
Accrued liabilities |  |  | 6,731 |  |  |  | 6,307 |
Customer deposits |  |  | 17,055 |  |  |  | 18,819 |
Total current liabilities |  |  | 57,897 |  |  |  | 47,971 |
LONG-TERM LIABILITIES: |  |  |  |  |  |  |  |
Long-term debt, net of current maturities |  |  | 9,380 |  |  |  | 9,381 |
Long-term finance lease obligations, net of current portion |  |  | 1,891 |  |  |  | 1,996 |
Long-term operating lease obligations, net of current portion |  |  | 19,748 |  |  |  | 19,569 |
Other |  |  | 123 |  |  |  | 104 |
Total long-term liabilities |  |  | 31,142 |  |  |  | 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; 18,474,170 and 17,211,498 shares issued as of March 31, 2021, and December 31, 2020, respectively |  |  | 18 |  |  |  | 17 |
Treasury stock, at cost, 273,937 shares as of March 31, 2021 and December 31, 2020 |  |  | (1,842 | ) |  |  | (1,842 | )
Additional paid-in capital |  |  | 390,479 |  |  |  | 384,749 |
Accumulated deficit |  |  | (343,473 | ) |  |  | (342,263 | )
Total stockholders’ equity |  |  | 45,182 |  |  |  | 40,661 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  | $ | 134,221 |  |  | $ | 119,682 |

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

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BROADWIND, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share data)

|  | Three Months Ended March 31, |
|  | 2021 |  |  | 2020 |
Revenues |  | $ | 32,728 |  |  | $ | 48,634 |
Cost of sales |  |  | 32,446 |  |  |  | 42,462 |
Gross profit |  |  | 282 |  |  |  | 6,172 |
OPERATING EXPENSES: |  |  |  |  |  |  |  |
Selling, general and administrative |  |  | 4,410 |  |  |  | 4,309 |
Intangible amortization |  |  | 183 |  |  |  | 183 |
Total operating expenses |  |  | 4,593 |  |  |  | 4,492 |
Operating (loss) income |  |  | (4,311 | ) |  |  | 1,680 |
OTHER INCOME (EXPENSE), net: |  |  |  |  |  |  |  |
Interest expense, net |  |  | (229 | ) |  |  | (673 | )
Other, net |  |  | 3,362 |  |  |  | (1 | )
Total other income (expense), net |  |  | 3,133 |  |  |  | (674 | )
Net (loss) income before provision for income taxes |  |  | (1,178 | ) |  |  | 1,006 |
Provision for income taxes |  |  | 32 |  |  |  | 52 |
NET (LOSS) INCOME |  |  | (1,210 | ) |  |  | 954 |
NET (LOSS) INCOME PER COMMON SHARE—BASIC: |  |  |  |  |  |  |  |
Net (loss) income |  | $ | (0.07 | ) |  | $ | 0.06 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC |  |  | 17,178 |  |  |  | 16,596 |
NET (LOSS) INCOME PER COMMON SHARE—DILUTED: |  |  |  |  |  |  |  |
Net (loss) income |  | $ | (0.07 | ) |  | $ | 0.06 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED |  |  | 17,178 |  |  |  | 16,733 |

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

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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 |
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 |

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

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BROADWIND, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

|  | Three Months Ended March 31, |
|  | 2021 |  |  | 2020 |
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |  |  |
Net (loss) income |  | $ | (1,210 | ) |  | $ | 954 |
Adjustments to reconcile net cash used in operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization expense |  |  | 1,553 |  |  |  | 1,612 |
Deferred income taxes |  |  | (5 | ) |  |  | 22 |
Change in fair value of interest rate swap agreements |  |  | 5 |  |  |  | 138 |
Stock-based compensation |  |  | 219 |  |  |  | 308 |
Allowance for doubtful accounts |  |  | (218 | ) |  |  | 29 |
Common stock issued under defined contribution 401(k) plan |  |  | 258 |  |  |  | — |
Gain on disposal of assets |  |  | (23 | ) |  |  | — |
Changes in operating assets and liabilities, net of acquisition: |  |  |  |  |  |  |  |
Accounts receivable |  |  | 1,229 |  |  |  | 2,037 |
Employee retention credit receivable |  |  | (3,372 | ) |  |  | — |
Contract assets |  |  | (269 | ) |  |  | — |
Inventories |  |  | (13,552 | ) |  |  | (8,891 | )
Prepaid expenses and other current assets |  |  | 699 |  |  |  | (476 | )
Accounts payable |  |  | 7,591 |  |  |  | 3,545 |
Accrued liabilities |  |  | 419 |  |  |  | (657 | )
Customer deposits |  |  | (1,764 | ) |  |  | 305 |
Other non-current assets and liabilities |  |  | 3 |  |  |  | 49 |
Net cash used in operating activities |  |  | (8,437 | ) |  |  | (1,025 | )
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Purchases of property and equipment |  |  | (612 | ) |  |  | (670 | )
Proceeds from disposals of property and equipment |  |  | 23 |  |  |  | — |
Net cash used in investing activities |  |  | (589 | ) |  |  | (670 | )
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |
Proceeds from line of credit |  |  | 5,673 |  |  |  | 51,552 |
Payments on line of credit |  |  | (2,450 | ) |  |  | (49,070 | )
Proceeds from long-term debt |  |  | 595 |  |  |  | — |
Payments on long-term debt |  |  | (150 | ) |  |  | (242 | )
Principal payments on finance leases |  |  | (339 | ) |  |  | (218 | )
Shares withheld for taxes in connection with issuance of restricted stock |  |  | (847 | ) |  |  | — |
Proceeds from sale of common stock, net |  |  | 6,101 |  |  |  | — |
Net cash provided by financing activities |  |  | 8,583 |  |  |  | 2,022 |
NET (DECREASE) INCREASE IN CASH |  |  | (443 | ) |  |  | 327 |
CASH beginning of the period |  |  | 3,372 |  |  |  | 2,416 |
CASH end of the period |  | $ | 2,929 |  |  | $ | 2,743 |

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

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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 months ended March 31, 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 three months ended March 31, 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 63% and 74% of the Company’s revenue during the first three 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 March 31, 2021 totaled $17,803, which includes current outstanding debt and finance leases totaling $6,532. The current outstanding debt includes $4,468 outstanding under the Company’s revolving line of credit. Long-term debt includes $9,151 of Payroll Protection Program loans (“PPP Loans”), which may be forgiven if the Company meets certain requirements. See Note 7, “Debt and Credit Agreements,” of these condensed consolidated financial statements for a complete description of the PPP Loans.

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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 an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Craig-Hallum Capital Group, LLC (the “Manager”). Pursuant to the terms of the Equity Distribution Agreement, the Company may sell from time to time through the Manager shares of the Company’s common stock, par value $0.001 per share with an aggregate sales price of up to $10,000. The Company will pay a commission to the Manager of 2.75% of the gross proceeds of the sale of the shares sold under the Equity Distribution Agreement and reimburse the Manager for all expenses incident to the performance of its obligations under the Equity Distribution Agreement. During the quarter ended March 31, 2021, the Company issued 1,100,000 shares of the Company’s common stock thereunder. The net proceeds (before upfront costs) to the Company from the sale of such shares were approximately $6,436 after deducting commissions paid of approximately $182 and before deducting other expenses of $335.

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 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 in 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. The Company qualified for the ERC in the first quarter of 2021 because it had a gross receipts decrease of more than 20% from 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 just wages paid to employees not providing services). During the three months ended March 31, 2021, the Company recorded a benefit of $3,372 in Other income (expense), net in the Company’s condensed consolidated statement of operations which is included in the line titled Employee retention credit receivable in the Company’s condensed consolidated balance sheet at March 31, 2021.

The Company anticipates that current cash resources (which includes proceeds from the PPP Loans), 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.

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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 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.

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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 months ended March 31, 2021 and 2020:

|  | Three Months Ended March 31, |
|  | 2021 |  |  | 2020 |
Heavy Fabrications |  | $ | 22,777 |  |  | $ | 38,368 |
Gearing |  |  | 5,349 |  |  |  | 6,227 |
Industrial Solutions |  |  | 4,604 |  |  |  | 4,039 |
Eliminations |  |  | (2 | ) |  |  | - |
Consolidated |  | $ | 32,728 |  |  | $ | 48,634 |

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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 three months ended March 31, 2021, the Company recognized $172 of revenue within the Gearing segment and $1,153 within the Heavy Fabrications segment over time, as the products had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contracts. Since the projects are labor intensive, the Company uses labor hours as the input measure of progress for the applicable contracts. Contract assets are recorded when performance obligations are satisfied but the Company is not yet entitled to payment. The Company recognized $269 of net contract assets during the first quarter associated with this revenue which represents 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 quarter ended March 31, 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 months ended March 31, 2021 and 2020, as follows:

|  | Three Months Ended |
|  | March 31, |
|  | 2021 |  |  | 2020 |
Basic earnings per share calculation: |  |  |  |  |  |  |  |
Net (loss) income |  | $ | (1,210 | ) |  | $ | 954 |
Weighted average number of common shares outstanding |  |  | 17,178,136 |  |  |  | 16,596,236 |
Basic net (loss) income per share |  | $ | (0.07 | ) |  | $ | 0.06 |
Diluted earnings per share calculation: |  |  |  |  |  |  |  |
Net (loss) income |  | $ | (1,210 | ) |  | $ | 954 |
Weighted average number of common shares outstanding |  |  | 17,178,136 |  |  |  | 16,596,236 |
Common stock equivalents: |  |  |  |  |  |  |  |
Non-vested stock awards (1) |  |  | — |  |  |  | 137,038 |
Weighted average number of common shares outstanding |  |  | 17,178,136 |  |  |  | 16,733,274 |
Diluted net (loss) income per share |  | $ | (0.07 | ) |  | $ | 0.06 |

| (1) | Restricted stock units granted and outstanding of 1,171,093 as of March 31, 2021, are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company’s net loss for the three months ended March 31, 2021.

​

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NOTE 4 — INVENTORIES

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

|  | March 31, |  |  | December 31, |
|  | 2021 |  |  | 2020 |
Raw materials |  | $ | 25,406 |  |  | $ | 14,586 |
Work-in-process |  |  | 14,272 |  |  |  | 12,634 |
Finished goods |  |  | 2,843 |  |  |  | 2,704 |
|  |  | 42,521 |  |  |  | 29,924 |
Less: Reserve for excess and obsolete inventory |  |  | (2,245 | ) |  |  | (3,200 | )
Net inventories |  | $ | 40,276 |  |  | $ | 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 7 years.

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

|  | March 31, 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 |  |  | $ | (118 | ) |  | $ | — |  |  | $ | 52 |  |  |  | 1.8 |  |  | $ | 170 |  |  | $ | (111 | ) |  | $ | — |  |  | $ | 59 |  |  |  | 2.1 |
Customer relationships |  |  | 15,979 |  |  |  | (7,055 | ) |  |  | (7,592 | ) |  |  | 1,332 |  |  |  | 4.7 |  |  |  | 15,979 |  |  |  | (6,979 | ) |  |  | (7,592 | ) |  |  | 1,408 |  |  |  | 4.9 |
Trade names |  |  | 9,099 |  |  |  | (6,480 | ) |  |  | — |  |  |  | 2,619 |  |  |  | 6.5 |  |  |  | 9,099 |  |  |  | (6,380 | ) |  |  | — |  |  |  | 2,719 |  |  |  | 6.8 |
Intangible assets |  | $ | 25,248 |  |  | $ | (13,653 | ) |  | $ | (7,592 | ) |  | $ | 4,003 |  |  |  | 4.4 |  |  | $ | 25,248 |  |  | $ | (13,470 | ) |  | $ | (7,592 | ) |  | $ | 4,186 |  |  |  | 4.6 |

​

As of March 31, 2021, estimated future amortization expense was as follows:

2021 |  | $ | 550 |
2022 |  |  | 725 |
2023 |  |  | 664 |
2024 |  |  | 661 |
2025 |  |  | 661 |
2026 and thereafter |  |  | 742 |
Total |  | $ | 4,003 |

​

​

NOTE 6 — ACCRUED LIABILITIES

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

|  | March 31, |  |  | December 31, |
|  | 2021 |  |  | 2020 |
Accrued payroll and benefits |  | $ | 5,296 |  |  | $ | 5,320 |
Fair value of interest rate swap |  |  | 118 |  |  |  | 148 |
Accrued property taxes |  |  | 186 |  |  |  | — |
Income taxes payable |  |  | 115 |  |  |  | 78 |
Accrued professional fees |  |  | 505 |  |  |  | 176 |
Accrued warranty liability |  |  | 40 |  |  |  | 33 |
Self-insured workers compensation reserve |  |  | 140 |  |  |  | 74 |
Accrued other |  |  | 331 |  |  |  | 478 |
Total accrued liabilities |  | $ | 6,731 |  |  | $ | 6,307 |

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NOTE 7 — DEBT AND CREDIT AGREEMENTS

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

|  | March 31, |  |  | December 31, |
|  | 2021 |  |  | 2020 |
Line of credit |  | $ | 4,468 |  |  | $ | 1,245 |
PPP Loans |  |  | 9,151 |  |  |  | 9,151 |
Other notes payable |  |  | 609 |  |  |  | 163 |
Long-term debt |  |  | 228 |  |  |  | 228 |
Less: Current portion |  |  | (5,076 | ) |  |  | (1,406 | )
Long-term debt, net of current maturities |  | $ | 9,380 |  |  | $ | 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 (the “First Amendment”), 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 the 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 March 31, 2021.

On February 23, 2021, the Company executed the Second Amendment to the 2016 Amended and Restated Loan Agreement (the “Second Amendment”) 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.

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 March 31, 2021 and December 31, 2020.

As of March 31, 2021, there was $4,468 of outstanding indebtedness under the Credit Facility, with the ability to borrow an additional $18,640, under the Credit Facility.

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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 March 31, 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 March 31, 2021, the loan balance was $228. In addition, the Company has outstanding notes payable for capital expenditures in the amount of $609 and $163 as of March 31, 2021 and December 31, 2020, respectively, with $609 and $161 included in the “Line of credit and other notes payable” line item of the Company’s condensed consolidated financial statements as of March 31, 2021 and December 31, 2020, respectively. The notes payable have monthly payments that range from $1 to $36 and an interest rate of approximately 5%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from May 2021 to August 2022.

​

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 U.S. Small Business Administration (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 benefits (which must equal or exceed 60% of the amount requested to be forgiven), rent, mortgage interest, and utilities, which are subject to certain reductions based on the number of full time equivalent employees and the level of compensation for employees during such covered period. 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 that the Company believes to be consistent with the terms of the PPP and submitted its forgiveness applications to CIBC during the first quarter of 2021. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the PPP Loans, the Company cannot provide assurance that it has not taken and will not take actions that could cause the Company to be ineligible for forgiveness of the PPP Loans, in whole or in part.

​

NOTE 8 — LEASES

The Company leases certain facilities and equipment. On January 1, 2019, the Company adopted 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 three months ended March 31, 2021 and March 31, 2020, the Company had an additional operating lease that resulted in right-of-use assets obtained in exchange for lease obligations of $907 and $4,380, respectively. Additionally, during the three months ended March 31, 2021, the Company had additional finance leases that resulted in property, plant, and equipment obtained in exchange for lease obligations of $263.

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.

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

​

|  | Three Months Ended March 31, |
|  | 2021 |  |  | 2020 |
Components of lease cost |  |  |  |  |  |  |  |
Finance lease cost components: |  |  |  |  |  |  |  |
Amortization of finance lease assets |  | $ | 186 |  |  | $ | 129 |
Interest on finance lease liabilities |  |  | 68 |  |  |  | 26 |
Total finance lease costs |  |  | 254 |  |  |  | 155 |
Operating lease cost components: |  |  |  |  |  |  |  |
Operating lease cost |  |  | 759 |  |  |  | 765 |
Short-term lease cost |  |  | 196 |  |  |  | 132 |
Variable lease cost (1) |  |  | 230 |  |  |  | 195 |
Sublease income |  |  | (46 | ) |  |  | (45 | )
Total operating lease costs |  |  | 1,139 |  |  |  | 1,047 |
Total lease cost |  | $ | 1,393 |  |  | $ | 1,202 |
Supplemental cash flow information related to our operating leases is as follows for the three months ended March 31, 2021 and 2020: |  |  |  |  |  |  |  |
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |  |  |  |  |
Operating cash outflow from operating leases |  | $ | 887 |  |  |  | 888 |
Weighted-average remaining lease term-finance leases at end of period (in years) |  |  | 1.9 |  |  |  | 1.2 |
Weighted-average remaining lease term-operating leases at end of period (in years) |  |  | 9.5 |  |  |  | 10.5 |
Weighted-average discount rate-finance leases at end of period |  |  | 9.0 | % |  |  | 9.2 | %
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 March 31, 2021, future minimum lease payments under finance leases and operating leases were as follows:

​

|  | Finance |  |  | Operating |  |  |  |  |
|  | Leases |  |  | Leases |  |  | Total |
2021 |  | $ | 1,317 |  |  | $ | 2,668 |  |  | $ | 3,985 |
2022 |  |  | 1,400 |  |  |  | 3,474 |  |  |  | 4,874 |
2023 |  |  | 732 |  |  |  | 3,388 |  |  |  | 4,120 |
2024 |  |  | 151 |  |  |  | 2,933 |  |  |  | 3,084 |
2025 |  |  | 84 |  |  |  | 3,015 |  |  |  | 3,099 |
2026 and thereafter |  |  | — |  |  |  | 17,103 |  |  |  | 17,103 |
Total lease payments |  |  | 3,684 |  |  |  | 32,581 |  |  |  | 36,265 |
Less—portion representing interest |  |  | (337 | ) |  |  | (11,090 | ) |  |  | (11,427 | )
Present value of lease obligations |  |  | 3,347 |  |  |  | 21,491 |  |  |  | 24,838 |
Less—current portion of lease obligations |  |  | (1,456 | ) |  |  | (1,743 | ) |  |  | (3,199 | )
Long-term portion of lease obligations |  | $ | 1,891 |  |  | $ | 19,748 |  |  | $ | 21,639 |

​

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.

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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 March 31, 2021 and December 31, 2020:

|  | March 31, 2021 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities measured on a recurring basis: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swap |  | $ | — |  |  | $ | 118 |  |  | $ | — |  |  | $ | 118 |
Total liabilities at fair value |  | $ | — |  |  | $ | 118 |  |  | $ | — |  |  | $ | 118 |

|  | 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 March 31, 2021, the Company has a full valuation allowance recorded against deferred tax assets. During the three months ended March 31, 2021, the Company recorded a provision for income taxes of $32, compared to a provision for income taxes of $52 during the three months ended March 31, 2020.

The Company files income tax returns in U.S. federal and state jurisdictions. As of March 31, 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.

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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 March 31, 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 March 31, 2021.

NOTE 11 — SHARE-BASED COMPENSATION

​

There was no stock option activity during the three months ended March 31, 2021 and no stock options were outstanding as of March 31, 2021.

The following table summarizes the Company’s restricted stock unit and performance award activity during the three months ended March 31, 2021:

|  |  |  |  |  | Weighted Average |
|  | Number of |  |  | Grant-Date Fair Value |
|  | Shares |  |  | Per Share |
Unvested as of December 31, 2020 |  |  | 1,332,884 |  |  | $ | 1.86 |
Granted |  |  | 80,015 |  |  | $ | 2.06 |
Vested |  |  | (241,806 | ) |  | $ | 2.14 |
Unvested as of March 31, 2021 |  |  | 1,171,093 |  |  | $ | 1.84 |

Under certain situations, shares are withheld from issuance to cover taxes for the vesting of restricted stock units and performance awards. For the three months ended March 31, 2021, 105,399 of such shares were withheld to cover $847 of tax obligations.

The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020, as follows:

|  | Three Months Ended March 31, |
|  | 2021 |  |  | 2020 |
Share-based compensation expense: |  |  |  |  |  |  |  |
Cost of sales |  | $ | 26 |  |  | $ | 22 |
Selling, general and administrative |  |  | 193 |  |  |  | 286 |
Net effect of share-based compensation expense on net income |  | $ | 219 |  |  | $ | 308 |
Reduction in earnings per share: |  |  |  |  |  |  |  |
Basic earnings per share |  | $ | 0.01 |  |  | $ | 0.02 |
Diluted earnings per share |  | $ | 0.01 |  |  | $ | 0.02 |

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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.

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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 months ended March 31, 2021 and 2020 is as follows:

|  | Heavy Fabrications |  |  | Gearing |  |  | Industrial Solutions |  |  | Corporate |  |  | Eliminations |  |  | Consolidated |
For the Three Months Ended March 31, 2021 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenues from external customers |  | $ | 22,777 |  |  |  | 5,349 |  |  |  | 4,602 |  |  |  | — |  |  |  | — |  |  | $ | 32,728 |
Intersegment revenues |  |  | — |  |  |  | — |  |  |  | 2 |  |  |  | — |  |  |  | (2 | ) |  |  | — |
Net revenues |  |  | 22,777 |  |  |  | 5,349 |  |  |  | 4,604 |  |  |  | — |  |  |  | (2 | ) |  |  | 32,728 |
Operating loss |  |  | (1,700 | ) |  |  | (989 | ) |  |  | (14 | ) |  |  | (1,608 | ) |  |  | — |  |  |  | (4,311 | )
Depreciation and amortization |  |  | 945 |  |  |  | 458 |  |  |  | 106 |  |  |  | 44 |  |  |  | — |  |  |  | 1,553 |
Capital expenditures |  |  | 563 |  |  |  | — |  |  |  | 20 |  |  |  | 29 |  |  |  | — |  |  |  | 612 |

|  | Heavy Fabrications |  |  | Gearing |  |  | Industrial Solutions |  |  | Corporate |  |  | Eliminations |  |  | Consolidated |
For the Three Months Ended March 31, 2020 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenues from external customers |  | $ | 38,368 |  |  |  | 6,227 |  |  |  | 4,039 |  |  |  | — |  |  |  | — |  |  | $ | 48,634 |
Operating profit (loss) |  |  | 3,541 |  |  |  | (261 | ) |  |  | 192 |  |  |  | (1,792 | ) |  |  | — |  |  |  | 1,680 |
Depreciation and amortization |  |  | 963 |  |  |  | 512 |  |  |  | 104 |  |  |  | 33 |  |  |  | — |  |  |  | 1,612 |
Capital expenditures |  |  | 381 |  |  |  | 168 |  |  |  | 120 |  |  |  | 1 |  |  |  | — |  |  |  | 670 |

|  | Total Assets as of |
|  | March 31, |  |  | December 31, |
Segments: |  | 2021 |  |  | 2020 |
Heavy Fabrications |  | $ | 55,689 |  |  | $ | 40,438 |
Gearing |  |  | 43,181 |  |  |  | 43,319 |
Industrial Solutions |  |  | 8,222 |  |  |  | 10,244 |
Corporate |  |  | 227,891 |  |  |  | 220,428 |
Eliminations |  |  | (200,762 | ) |  |  | (194,747 | )
|  | $ | 134,221 |  |  | $ | 119,682 |

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NOTE 15 — COMMITMENTS AND CONTINGENCIES

Environmental Compliance and Remediation Liabilities

The Company’s operations and products are subject to a variety of environmental laws and regulations in the jurisdictions in which the Company operates and sells products governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous materials, soil and groundwater contamination, employee health and safety, and product content, performance and packaging. Certain environmental laws may impose the entire cost or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon any one or more of a number of parties, including the current or previous owners or operators of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment of hazardous substances at a contaminated site. Third parties may also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites.

Allowance for Doubtful Accounts

Based upon past experience and judgment, the Company establishes an allowance for doubtful accounts with respect to accounts receivable. The Company’s standard allowance estimation methodology considers a number of factors that, based on its collections experience, the Company believes will have an impact on its credit risk and the collectability of its accounts receivable. These factors include individual customer circumstances, history with the Company, the length of the time period during which the account receivable has been past due and other relevant criteria.

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The Company monitors its collections and write-off experience to assess whether or not adjustments to its allowance estimates are necessary. Changes in trends in any of the factors that the Company believes may impact the collectability of its accounts receivable, as noted above, or modifications to its credit standards, collection practices and other related policies may impact the Company’s allowance for doubtful accounts and its financial results. The activity in the accounts receivable allowance liability for the three months ended March 31, 2021 and 2020 consisted of the following:

|  | For the Three Months Ended March 31, |
|  | 2021 |  |  | 2020 |
Balance at beginning of period |  | $ | 473 |  |  | $ | 127 |
Bad debt expense |  |  | 5 |  |  |  | 55 |
Write-offs |  |  | (222 | ) |  |  | (19 | )
Other adjustments |  |  | (1 | ) |  |  | (7 | )
Balance at end of period |  | $ | 255 |  |  | $ | 156 |

Collateral

In select instances, the Company has pledged specific inventory and machinery and equipment assets to serve as collateral on related payable or financing obligations.

Liquidated Damages

In certain customer contracts, the Company has agreed to pay liquidated damages in the event of qualifying delivery or production delays. These damages are typically limited to a specific percentage of the value of the product in question and/or are dependent on actual losses sustained by the customer. The Company does not believe that this potential exposure will have a material adverse effect on the Company’s consolidated financial position or results of operations. There was no reserve for liquidated damages as of March 31, 2021 or December 31, 2020.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto in Item 1, “Financial Statements,” of this Quarterly Report and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2020. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances including, but not limited to, those identified in “Cautionary Note Regarding Forward-Looking Statements” at the end of Item 2. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties including those arising as a result of, or amplified by, the COVID-19 pandemic. As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and the “Company” refer to Broadwind, Inc., a Delaware corporation headquartered in Cicero, Illinois, and its subsidiaries.

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

KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE

In addition to measures of financial performance presented in our consolidated financial statements in accordance with GAAP, we use certain other financial measures to analyze our performance. These non-GAAP financial measures primarily consist of adjusted EBITDA (as defined below) and free cash flow which help us evaluate growth trends, establish budgets, assess operational efficiencies, oversee our overall liquidity, and evaluate our overall financial performance.

Key Financial Measures

|  | Three Months Ended |
|  | March 31, |
|  | 2021 |  |  | 2020 |
Net revenues |  | $ | 32,728 |  |  | $ | 48,634 |
Net (loss) income |  | $ | (1,210 | ) |  | $ | 954 |
Adjusted EBITDA (1) |  | $ | 1,217 |  |  | $ | 3,605 |
Capital expenditures |  | $ | 612 |  |  | $ | 670 |
Free cash flow (2) |  | $ | (9,393 | ) |  | $ | (329 | )
Operating working capital (3) |  | $ | 11,711 |  |  | $ | 8,844 |
Total debt (4) |  | $ | 14,456 |  |  | $ | 16,705 |
Total orders |  | $ | 34,214 |  |  | $ | 33,809 |
Backlog at end of period (5) |  | $ | 94,400 |  |  | $ | 127,401 |
Book-to-bill (6) |  |  | 1.0 |  |  |  | 0.7 |

(1) | We provide non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share based compensation and other stock payments, restructuring costs, impairment charges, and other non-cash gains and losses) as supplemental information regarding our business performance. Our management uses adjusted EBITDA when they internally evaluate the performance of our business, review financial trends and make operating and strategic decisions. We believe that this non-GAAP financial measure is useful to investors because it provides a better understanding of our past financial performance and future results, and it allows investors to evaluate our performance using the same methodology and information as used by our management. Our definition of adjusted EBITDA may be different from similar non-GAAP financial measures used by other companies and/or analysts.

(2) | We define free cash flow as adjusted EBITDA plus or minus changes in operating working capital less capital expenditures net of any proceeds from disposals of property and equipment. We believe free cash flow is a useful measure for investors because it portrays our ability to generate cash from our business for purposes such as repaying maturing debt and funding future investments.

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

(4) | Total debt at March 31, 2021 includes PPP loans totaling $9,151.

(5) | Our backlog at March 31, 2021 is net of revenue recognized over time.

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

The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP measure:

|  | Three Months Ended |
|  | March 31, |
|  | 2021 |  |  | 2020 |
Net (loss) income |  | $ | (1,210 | ) |  | $ | 954 |
Interest expense |  |  | 229 |  |  |  | 673 |
Income tax provision |  |  | 32 |  |  |  | 52 |
Depreciation and amortization |  |  | 1,553 |  |  |  | 1,612 |
Share-based compensation and other stock payments |  |  | 613 |  |  |  | 314 |
Adjusted EBITDA |  |  | 1,217 |  |  |  | 3,605 |
Changes in operating working capital |  |  | (6,649 | ) |  |  | (3,264 | )
Employee retention credit receivable |  |  | (3,372 | ) |  |  | — |
Capital expenditures |  |  | (612 | ) |  |  | (670 | )
Proceeds from disposal of property and equipment |  |  | 23 |  |  |  | — |
Free Cash Flow |  | $ | (9,393 | ) |  | $ | (329 | )

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OUR BUSINESS

First Quarter Overview

We booked $34,214 in new orders in the first quarter of 2021, up from $33,809 in the first quarter of 2020. Within our Heavy Fabrication segment, wind tower orders doubled as compared to last year as multiple customers secured 2021 production capacity. Industrial fabrication product line orders within the Heavy Fabrication segment decreased quarter-over-quarter primarily due to weaker industrial demand, which is largely driven by the timing of projects. Industrial Fabrications orders increased on a sequential basis from $3,526 in the fourth quarter of 2020 to $6,680 in the first quarter of 2021, a reflection of recovery in cyclical end markets. Gearing segment orders decreased 20% compared to the first quarter of 2020 primarily due to the timing of aftermarket wind gearing orders, which can fluctuate based on customer order patterns and decreased mining demand. Gearing orders increased on a sequential basis from $5,741 in the fourth quarter of 2020 to $9,921 in the first quarter of 2021, a reflection of recovery in cyclical end markets and an improving commercial environment. Orders within our Industrial Solutions segment decreased by 40% primarily due to the timing of orders associated with new gas turbine projects.

We recognized revenue of $32,728 in the first quarter of 2021, down 33% compared to the first quarter of 2020, primarily due to a decrease in the Heavy Fabrications segment as tower sections sold decreased 46% compared to the prior year quarter. The segment was adversely impacted by continued supply chain disruptions, a temporary shut-down of our Abilene, Texas plant due to a weather-related event, a customer driven project delay and less demand in the current year. Gearing revenue was down $878 from the first quarter of 2020, driven by lower order intake in recent quarters from oil and gas (“O&G”) and mining customers, partially offset by increased revenue from aftermarket wind customers. Industrial Solutions revenue increased $565, representing a 14% increase compared to the prior year quarter, primarily due to the timing of new gas turbine customer installations.

We reported a net loss of $1,210 or $0.07 per share in the first quarter of 2021, compared to net income of $954 or $0.06 per share in the first quarter of 2020 primarily due to lower sales, supply chain disruptions, manufacturing inefficiencies associated with lower activity levels and the temporary shut-down of our Abilene, Texas Heavy Fabrications plant due to a weather-related event. This was partially offset by a $3,372 employee retention credit (described below) that has been recognized in Other Income (expense), net in our condensed consolidated statement of operations for the three months ended March 31, 2021.

On March 27, 2020, the CARES Act was signed into law providing numerous tax provisions and other stimulus measures, including the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC. The ERC is available 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 in 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. We qualified for the ERC in the first quarter of 2021 because we had a gross receipts decrease of more than 20% from the first quarter of 2019, the relevant criteria for the ERC. As a result of us averaging 500 or fewer full-time employees in 2019, all wages paid to employees were eligible for the ERC (rather than just wages paid to employees not providing services). During the three months ended March 31, 2021, we recorded a benefit of $3,372 in Other income (expense), net in our condensed consolidated statement of operations which is included in the line titled Employee retention credit receivable in our condensed consolidated balance sheet at March 31, 2021.

COVID-19 Pandemic

In March 2020, the World Health Organization recognized a novel strain of coronavirus (COVID-19) as a pandemic. In response to this pandemic, the United States and various foreign, state and local governments have, among other actions, imposed travel and business restrictions and required or advised communities in which we do business to adopt stay-at-home orders and social distancing guidelines, causing some businesses to adjust, reduce or suspend operating activities. The pandemic and the various governments’ response have caused significant and widespread uncertainty, volatility and disruptions in the U.S. and global economies, including in the regions in which we operate.

Overall, through March 31, 2021, we have experienced an adverse impact to our business, operations and financial results as a result of this pandemic due in part to the decline in order activity levels for Gearing and Heavy Fabrications. Additionally, in the first quarter of 2021, we continued to incur manufacturing inefficiencies associated with supply chain disruptions and realized employee staffing constraints due to the spread of the COVID-19 pandemic.

Our facilities have continued operations as essential businesses in light of the customers and markets served. In response to the pandemic, we continue to right-size our workforce and delay certain capital expenditures. In future periods, we may experience weaker customer demand, requests for extended payment terms, customer bankruptcies, additional supply chain disruption, employee staffing constraints and difficulties, government restrictions or other factors that could negatively impact the Company and its business, operations and financial results. As we cannot predict the duration or scope of the pandemic or its impact on economic and financial markets, any negative impact to our results cannot be reasonably estimated, but it could be material.

We continue to monitor closely the Company’s financial health and liquidity and the impact of the pandemic on the Company. We have been able to serve the needs of our customers while taking steps to protect the health and safety of our employees, customers, partners, and communities. Among these steps, we have followed the guidance provided by the U.S. Centers for Disease Control and Prevention to protect the continued safety and welfare of our employees.

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RESULTS OF OPERATIONS

Three months ended March 31, 2021, Compared to Three months ended March 31, 2020

The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the three months ended March 31, 2021, compared to the three months ended March 31, 2020.

|  | Three Months Ended March 31, |  |  | 2021 vs. 2020 |
|  |  |  |  |  | % of Total |  |  |  |  |  |  | % of Total |  |  |  |  |  |  |  |  |
|  | 2021 |  |  | Revenue |  |  | 2020 |  |  | Revenue |  |  | $ Change |  |  | % Change |
Revenues |  | $ | 32,728 |  |  |  | 100.0 | % |  | $ | 48,634 |  |  |  | 100.0 | % |  | $ | (15,906 | ) |  |  | (32.7 | )%
Cost of sales |  |  | 32,446 |  |  |  | 99.1 | % |  |  | 42,462 |  |  |  | 87.3 | % |  |  | (10,016 | ) |  |  | (23.6 | )%
Gross profit |  |  | 282 |  |  |  | 0.9 | % |  |  | 6,172 |  |  |  | 12.7 | % |  |  | (5,890 | ) |  |  | (95.4 | )%
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Selling, general and administrative expenses |  |  | 4,410 |  |  |  | 13.5 | % |  |  | 4,309 |  |  |  | 8.9 | % |  |  | 101 |  |  |  | 2.3 | %
Intangible amortization |  |  | 183 |  |  |  | 0.6 | % |  |  | 183 |  |  |  | 0.4 | % |  |  | — |  |  |  | 0.0 | %
Total operating expenses |  |  | 4,593 |  |  |  | 14.0 | % |  |  | 4,492 |  |  |  | 9.2 | % |  |  | 101 |  |  |  | 2.2 | %
Operating (loss) income |  |  | (4,311 | ) |  |  | (13.2 | )% |  |  | 1,680 |  |  |  | 3.5 | % |  |  | (5,991 | ) |  |  | (356.6 | )%
Other income (expense), net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | (229 | ) |  |  | (0.7 | )% |  |  | (673 | ) |  |  | (1.4 | )% |  |  | 444 |  |  |  | 66.0 | %
Other, net |  |  | 3,362 |  |  |  | 10.3 | % |  |  | (1 | ) |  |  | (0.0 | )% |  |  | 3,363 |  |  |  | 336300.0 | %
Total other income (expense), net |  |  | 3,133 |  |  |  | 9.6 | % |  |  | (674 | ) |  |  | (1.4 | )% |  |  | 3,807 |  |  |  | 564.8 | %
Net (loss) income before provision for income taxes |  |  | (1,178 | ) |  |  | (3.6 | )% |  |  | 1,006 |  |  |  | 2.1 | % |  |  | (2,184 | ) |  |  | (217.1 | )%
Provision for income taxes |  |  | 32 |  |  |  | 0.1 | % |  |  | 52 |  |  |  | 0.1 | % |  |  | (20 | ) |  |  | (38.5 | )%
Net (loss) income |  | $ | (1,210 | ) |  |  | (3.7 | )% |  | $ | 954 |  |  |  | 2.0 | % |  | $ | (2,164 | ) |  |  | (226.8 | )%

Consolidated

Revenues decreased by $15,906, primarily due to a 46% decrease in tower sections sold compared to the first quarter of 2020. Heavy Fabrications was adversely impacted by continued supply chain disruptions, the temporary shut-down of our Abilene, Texas plant due to a weather-related event, a customer driven project delay and lower demand in the current year. Gearing revenue was down $878 from the first quarter of 2020, primarily driven by lower order intake in recent quarters from O&G and mining customers, partially offset by increased revenue from aftermarket wind customers. Industrial Solutions revenue increased $565, representing a 14% increase compared to the prior year quarter, primarily due to the timing of new gas turbine customer installations.

Gross profit decreased by $5,890 primarily due to lower sales, a less profitable customer mix, increased manufacturing inefficiencies associated with lower volumes, the temporary shut-down of our Abilene, Texas Heavy Fabrications plant and continued supply chain disruptions. As a result, gross margin decreased to 0.9% during the three months ended March 31, 2021, from 12.7% during the three months ended March 31, 2020.

Due to lower revenue levels, operating expenses as a percentage of sales increased to 14.0% in the current-year quarter from 9.2% in the prior year quarter.

Net loss was $1,210 during the three months ended March 31, 2021, compared to net income of $954 during the three months ended March 31, 2020 due to the factors described above, partially offset by the $3,372 employee retention credit recognized in Other Income (expense), net in our condensed consolidated statements of operations.

Heavy Fabrications Segment

|  | Three Months Ended |
|  | March 31, |
|  | 2021 |  |  | 2020 |
Orders |  | $ | 20,797 |  |  | $ | 15,514 |
Tower sections sold |  |  | 169 |  |  |  | 312 |
Revenues |  |  | 22,777 |  |  |  | 38,368 |
Operating (loss) income |  |  | (1,700 | ) |  |  | 3,541 |
Operating margin |  |  | (7.5 | )% |  |  | 9.2 | %

Heavy Fabrications segment wind tower orders doubled compared to last year, as multiple customers secured 2021 production capacity. Industrial fabrication product line orders within the Heavy Fabrication segment decreased quarter-over-quarter primarily due to weaker industrial demand, which is largely driven by the timing of projects. Segment revenues decreased by $15,591 due to a 46% decrease in tower sections sold. The segment was negatively impacted by continued supply chain disruptions, a temporary shut-down of our Abilene, Texas plant due to a weather-related event, a customer driven project delay and lower demand in the current year.

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Heavy Fabrications segment operating results decreased by $5,241 compared to the prior year. The quarter-over-quarter degradation in operating performance reflects the adverse volume impacts described previously. Operating margin was (7.5)% during the three months ended March 31, 2021, a decrease from 9.2% during the three months ended March 31, 2020.

Gearing Segment

|  | Three Months Ended |
|  | March 31, |
|  | 2021 |  |  | 2020 |
Orders |  | $ | 9,921 |  |  | $ | 12,421 |
Revenues |  |  | 5,349 |  |  |  | 6,227 |
Operating loss |  |  | (989 | ) |  |  | (261 | )
Operating margin |  |  | (18.5 | )% |  |  | (4.2 | )%

Gearing segment orders decreased 20% primarily due to the timing of aftermarket wind gearing orders, which can fluctuate based on customer order patterns and decreased mining demand, partially offset by increased demand for O&G. Gearing revenue was down 14%, a reflection of lower order intake in recent quarters primarily within the O&G and mining markets, partially offset by increased revenue from aftermarket wind customers.

Gearing segment operating loss increased $728 from the prior year period. This was primarily attributable to lower sales levels and manufacturing inefficiencies associated with the lower activity levels. Operating margin was (18.5)% during the three months ended March 31, 2021, down from (4.2)% during the three months ended March 31, 2020, driven primarily by the items identified above.

Industrial Solutions Segment

|  | Three Months Ended |
|  | March 31, |
|  | 2021 |  |  | 2020 |
Orders |  | $ | 3,496 |  |  | $ | 5,874 |
Revenues |  |  | 4,604 |  |  |  | 4,039 |
Operating (loss) income |  |  | (14 | ) |  |  | 192 |
Operating margin |  |  | (0.3 | )% |  |  | 4.8 | %

Industrial Solutions segment orders decreased by 40% from the prior year period primarily due to the timing of orders associated with new gas turbine projects. Segment revenue increased by 14% primarily due to the timing of new gas turbine installations. The decrease in operating income versus the prior-year quarter was primarily a result of a lower margin sales mix sold during the quarter.

Corporate and Other

Corporate and Other expenses during the three months ended March 31, 2021 decreased from the prior year period due to lower salaries and benefits and a reduction in incentive compensation.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

As of March 31, 2021, cash and cash equivalents totaled $2,929, a decrease of $443 from December 31, 2020. Cash balances remain limited as operating receipts and disbursements flow through our Credit Facility (as defined in Note 7, “Debt and Credit Agreements,” in the notes to our condensed consolidated financial statements), which is in a drawn position. Debt and finance lease obligations at March 31, 2021 totaled $17,803. As of March 31, 2021, we had the ability to borrow up to an additional $18,640 under the Credit Facility. On March 9, 2021, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Craig-Hallum Capital Group, LLC (the Manager”). Pursuant to the terms of the Equity Distribution Agreement, we may sell from time to time through the Manager shares of the Company’s common stock, par value $0.001 per share with an aggregate sales price of up to $10,000. The Company will pay a commission to the Manager of 2.75% of the gross proceeds of the sale of the shares sold under the Equity Distribution Agreement and reimburse the Manager for all expenses incident to the performance of its obligations under the Equity Distribution Agreement.

During the quarter ended March 31, 2021, we issued 1,100,000 shares of the Company's common stock thereunder. The net proceeds (before upfront costs) to the Company from the sales of such shares were approximately $6,436 after deducting commissions paid of approximately $182 and before deducting other expense of $335. We anticipate that we will be able to satisfy the cash requirements associated with, among other things, working capital needs, capital expenditures and lease commitments through at least the next twelve months primarily through cash generated from operations, available cash balances, the Credit Facility, additional equipment financing, expected cash proceeds or savings from the ERC, and access to the public or private debt equity markets, including the option to raise capital from the sale of our securities under the Form S-3.

If assumptions regarding our production, sales and subsequent collections from certain of our 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 and its effects on domestic and global economies, we may encounter cash flow and liquidity issues.

​

If our operational performance deteriorates, we may be unable to comply with existing financial covenants, and could lose access to the Credit Facility. This could limit our operational flexibility, require a delay in making planned investments and/or require us to seek additional equity or debt financing. Any attempt to raise equity through the public markets could have a negative effect on our stock price, making an equity raise more difficult or more dilutive. Any additional equity financing or equity linked financing, if available, will be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other operating and financial restrictions on us. While we believe that we will continue to have sufficient cash available to operate our businesses and to meet our financial obligations and debt covenants, there can be no assurances that our operations will generate sufficient cash or that existing or new credit facilities or equity or equity linked financings will be available in an amount sufficient to enable us to meet these financial obligations.

Sources and Uses of Cash

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2021 and 2020:

|  | Three Months Ended |
|  | March 31, |
|  | 2021 |  |  | 2020 |
Total cash (used in) provided by: |  |  |  |  |  |  |  |
Operating activities |  | $ | (8,437 | ) |  | $ | (1,025 | )
Investing activities |  |  | (589 | ) |  |  | (670 | )
Financing activities |  |  | 8,583 |  |  |  | 2,022 |
Net (decrease) increase in cash |  | $ | (443 | ) |  | $ | 327 |

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Operating Cash Flows

During the three months ended March 31, 2021, net cash used in operating activities totaled $8,437 compared to net cash used in operating activities of $1,025 for the three months ended March 31, 2020. This increase in net cash used was primarily due to our operating performance and an increase in operating working capital in the Heavy Fabrications segment.

Investing Cash Flows

During the three months ended March 31, 2021, net cash used in investing activities totaled $589, compared to net cash used in investing activities of $670 during the three months ended March 31, 2020. The decrease in net cash used in investing activities as compared to the prior-year period was due to a decrease in net purchases of property and equipment.

Financing Cash Flows

During the three months ended March 31, 2021, net cash provided by financing activities totaled $8,583, compared to net cash provided by financing activities of $2,022 for the three months ended March 31, 2020. The increase versus the prior-year period was primarily due to proceeds from the sale of securities under the Equity Distribution Agreement received in the current year and increased net borrowings on our Credit Facility in the current year.

Other

In 2016, we 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 March 31, 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 March 31, 2021, the loan balance was $228. In addition, we have outstanding notes payable for capital expenditures in the amount of $609 and $163 as of March 31, 2021 and December 31, 2020, respectively, with $609 and $161 included in the “Line of Credit and other notes payable” line item of our condensed consolidated financial statements as of March 31, 2021 and December 31, 2020, respectively. The notes payable have monthly payments that range from $1 to $36 and an interest rate of approximately 5%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from May 2021 to August 2022.

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On April 15, 2020, we received funds under notes and related documents (“PPP Loans”) with CIBC Bank, USA under the Paycheck Protection Program (the “PPP”) which was established under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) enacted on March 27, 2020 in response to the COVID-19 pandemic and is administered by the U.S. Small Business Administration (the “SBA”). We 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 benefits (which must equal or exceed 60% of the amount requested to be forgiven), rent, mortgage interest, and utilities, which are subject to certain reductions based on the number of full time equivalent employees and the level of compensation for employees during such covered period. 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). We 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 that we believe to be consistent with the terms of the PPP and submitted our forgiveness applications to CIBC Bank, USA during the first quarter of 2021. While we currently believe that our use of the loan proceeds will meet the conditions for forgiveness of the PPP Loans, we cannot provide assurance that we have not taken and will not take actions that could cause us to be ineligible for forgiveness of the PPP Loans, in whole or in part.

The CARES Act also provided for the 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 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 in 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. We qualified for the ERC in the first quarter of 2021 because we had a gross receipts decrease of more than 20% from the first quarter of 2019, the relevant criteria for the ERC. As a result of us averaging 500 or fewer full-time employees in 2019, all wages paid to employees were eligible for the ERC (rather than just wages paid to employees not providing services). During the three months ended March 31, 2021, we recorded a benefit of $3,372 in Other income (expense), net in our condensed consolidated statement of operations which is included in the line titled Employee retention credit receivable in our condensed consolidated balance sheet at March 31, 2021.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The preceding discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2020. Portions of this Quarterly Report on Form 10-Q, including the discussion and analysis in this Part I, Item 2, contain “forward looking statements”, as defined in Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward looking statements. Forward looking statements include any statement that does not directly relate to a current or historical fact. Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following, many of which are, and will be, amplified by the COVID-19 pandemic: (i) the impact of global health concerns, including the impact of the current COVID-19 pandemic on the economies and financial markets and the demand for our products; (ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (iii) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (iv) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary, in light of the COVID-19 pandemic; (v) our ability to continue to grow our business organically and through acquisitions, and the impairment thereto by the impact of the COVID-19 pandemic; (vi) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (vii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security, including with respect to any remote work arrangements implemented in response to the COVID-19 pandemic; (viii) the sufficiency of our liquidity and alternate sources of funding, if necessary; (ix) our ability to realize revenue from customer orders and backlog; (x) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (xi) the economy, including its stability in light of the COVID-19 pandemic, and the potential impact it may have on our business, including our customers; (xii) the state of the wind energy market and other energy and industrial markets generally and the impact of competition and economic volatility in those markets; (xiii) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xiv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xv) the effects of the change of administrations in the U.S. federal government; (xvi) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xvii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xviii) our ability to utilize various relief options enabled by the CARES Act, including our ability to receive forgiveness of the PPP Loans; (xix) the limited trading market for our securities and the volatility of market price for our securities; and (xx) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Item 10(f)(1) of Regulation S-K under the Securities Act and as such are not required to provide information under this Item pursuant to Item 305I of Regulation S-K.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We seek to maintain disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15I under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. Our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the most recent fiscal quarter reported on herein. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2021.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, including but not limited to changes resulting from the COVID-19 pandemic, during the three months ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

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PART II. OTHER INFORMATION

Item 1. | Legal Proceedings

The information required by this item is incorporated herein by reference to Note 12, “Legal Proceedings” of the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. | Risk Factors

The Risk Factors identified in our Annual Report on Form 10-K for the year ended December 31, 2020 continue to represent the most significant risks to the Company’s future results of operations and financial conditions, without further modification or amendment.

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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. | Defaults Upon Senior Securities

None.

Item 4. | Mine Safety Disclosures

Not Applicable.

Item 5. | Other Information

None.

Item 6. | Exhibits

The exhibits listed on the Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

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EXHIBIT INDEX

BROADWIND, INC.

FORM 10-Q FOR THE QUARTER ENDED March 31, 2021

Exhibit Number | ​ Exhibit
3.1 | Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008
3.2 | Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 23, 2012)
3.3 | Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 6, 2020)
3.4 | Third Amended and Restated Bylaws of the Company, adopted as of May 4, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 6, 2020)
10.1 | Second Amendment to the Amended and Restated Loan and Security Agreement, dated February 23, 2021, among the Company, Brad Foote Gearworks, Inc., Broadwind Services, LLC, Broadwind Heavy Fabrications, Inc., Broadwind Industrial Solutions, LLC, and CIBC Bank USA, as Administrative Agent for itself and all Lenders (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020)
10.2 | Equity Distribution Agreement, dated March 9, 2021, by and between the Company and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed March 9, 2021)
31.1 | Rule 13a-14(a) Certification of Chief Executive Officer*
31.2 | Rule 13a-14(a) Certification of Chief Financial Officer*
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Chief Executive Officer*
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Chief Financial Officer*
101 | The following financial information from this Form 10-Q of Broadwind, Inc. for the quarter ended March 31, 2021, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text.

* | Filed herewith.

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SIGNATURES

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

​ | BROADWIND, INC.
​ | ​
​ | ​
May 7, 2021 | By: | /s/ Eric B. Blashford
​ | ​ | Eric B. Blashford
​ | ​ | President, Chief Executive Officer
​ ​ ​ | ​ | (Principal Executive Officer)
May 7, 2021 | By: | /s/ Jason L. Bonfigt
​ | ​ | Jason L. Bonfigt
​ | ​ | Vice President, Chief Financial Officer (Principal Financial Officer)

​

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