Orbital Infrastructure Group, Inc. and subsidiaries (Nasdaq: OIG), formerly known as Orbital Energy Group, Inc. and CUI Global Inc., are collectively referred to as ‘‘Orbital Infrastructure Group,’’ the “Company,” or “OIG.” Orbital Infrastructure Group is a Texas corporation organized on April 21, 1998 with its principal place of business located at 5444 Westheimer Road, Suite 1650, Houston, Texas 77056. The Company is a diversified infrastructure services company serving customers in the electric power, telecommunications, and renewable markets.

In the fourth quarter of 2021, the Company's continuing operations were reclassified into three reportable segments, which include the Electric Power segment, the Telecommunications segment, and the Renewables segment. The Company’s corporate overhead activities are included in Other. Orbital Infrastructure Group has continuing operations in four countries, including the United States, Australia, Belgium and India.

In December 2021, the Company announced plans to exit its Integrated Energy Infrastructure Solutions and Services segment. Both the domestic portion of the segment, Orbital Gas Systems, North America, and the foreign segment, Orbital Gas Systems, Ltd. (Orbital-UK) were held for sale as of December 31, 2021, and considered discontinued operations.

The Telecommunications segment consists of Gibson Technical Services (GTS) along with its subsidiaries IMMCO, Inc. based in Atlanta, Georgia and Full Moon Telecom, LLC based in Florida and Coax Fiber Solutions, LLC, based in Georgia. GTS provides engineering, design, construction, and maintenance services to the broadband and wireless telecommunication industries and was acquired by the Company effective April 13, 2021. IMMCO, Inc. provides enterprise solutions to the cable and telecommunication industries and was acquired by the Company effective July 28, 2021. Full Moon Telecom, LLC provides telecommunication services including an extensive array of wireless service capabilities and was acquired by the Company effective October 22, 2021. Coax Fiber Solutions, LLC (acquired March 7, 2022), is based in Georgia. Founded in 2016, Coax Fiber Solutions is a GDOT Certified contractor specializing in Aerial Installation, directional drilling, trenching, plowing, and missile crews for telecommunications, power, gas, water, CCTV, ATMS, and traffic signal cable installation.

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

Discontinued Operations - Integrated Energy Infrastructure Solutions and Services

On December 28, 2021, the Board of Directors of Orbital Infrastructure Group, Inc. approved management’s recommendation for certain restructuring and cost reduction actions to strategically reposition the Company’s business. This strategy focused on building an infrastructure services company serving the electric power, telecommunications and renewable markets by disposing of two (2) of its subsidiaries. The two subsidiaries were:

OGSNA and Orbital UK are collectively referred to as the “Orbital Gas Subsidiaries."

The Orbital Gas Subsidiaries provide proprietary gas measurement and sampling technologies and the integration of process control and measuring/sampling systems. These legacy businesses did not fit within the Company's future strategy to build an infrastructure services company serving the electric power, telecommunications, and renewable markets. The disposition of the Orbital Gas Subsidiaries facilitated the Company’s restructuring and cost savings initiatives and were intended to realign and simplify its business structure and better position the Company for future growth and improved profitability.

Following is a description of the businesses included in discontinued operations.

Orbital Gas Systems, Ltd. (Orbital-UK) was based in Stone, Staffordshire in the United Kingdom and Orbital Gas Systems, North America, Inc. (Orbital North America), was based in Houston, Texas. The Integrated Energy Infrastructure Solutions and Services segment subsidiaries are providers of gas solutions, with more than 30 years of experience in design, installation and the commissioning of industrial gas sampling, measurement and delivery systems. Included in the U.K. is a 46,000 square foot manufacturing/administration/research and development facility. Orbital Gas Systems manufactures and delivers integrated engineering solutions and technologies including environmental monitoring, gas metering, process control, telemetry, gas sampling and BioMethane to grid solutions.

Under the United States Trademark Act of 1946, as amended, and the system of international registration of trademarks governed by international treaties, the Madrid Agreement, which maintains the international register and, in several instances, direct trademark registration in foreign countries, our discontinued operations maintain up to date the following trademarks: GasPT, IRIS, Orbital Gas Systems, and VE Technology.

As of December 31, 2021, Orbital UK was considered held for sale and its assets were written down to their expected sale price, resulting in a $9.2 million impairment in 2021. The sale of the U.K. operations closed in May of 2022. The Company could receive additional consideration if certain events transpire during the 12-month restricted period following the settlement date.

The Company sold a portion of the North America business in the third quarter of 2022 at approximately book value of the assets sold. Certain assets and liabilities not sold with the business were reclassified from held for sale to held and used. Remaining assets held for sale at December 31, 2022 include the VE Technology asset of the Company's North America Orbital Gas subsidiary. VE Technology is a gas sampling intellectual property, which provides a method of penetrating the gas flow without the associated vortex vibration, thereby making it a ‘‘stand-alone’’ product for thermal sensing (thermowells) and trace-element sampling.

In addition to the discontinued operations held for sale, the Company's assets held for sale also included $1.4 million of assets from Eclipse Foundation Group, which was integrated into the Front Line Power Construction, LLC in the third quarter of 2022.

Our acquisition strategy is focused on pursuing targets with profitability that is equal to or greater than that of industry peers, revenue visibility, good outlook for growth, long-standing customer relationships and entrepreneurial leaders with a proven track record in operations management. Due diligence is performed on each potential acquisition target to identify relevant synergies with our current business, along with the potential for increasing revenue, earnings and shareholder value. Our strategy is contingent on those equity and/or capital issues identified in Item 1A. Risk Factors below.

As of December 31, 2022, Orbital Infrastructure Group, Inc., with its consolidated subsidiaries, had 1,490 employees in continuing operations and 3 employees in discontinued operations. This is an increase in total employees from the 1329 total employees reported as of December 31, 2021 in continuing operations and 111 employees in discontinued operations. As of December 31, 2022, 190 of its employees are members of the International Brotherhood of Electrical Workers or IBEW, which is a slight decrease from 203 IBEW members as of December 31, 2021. The increase in employees relates to the growth at IMMCO and GTS and the addition of Coax Fiber Solutions in 2022 partially offset by a decrease in headcount at the other entities. The Company values all of its employees and fosters a good working relationship. As the company continues to increase revenues, additional staff may be added to adequately support the business.

The Company relies on various intellectual property laws and contractual restrictions to protect its proprietary rights in products, logos and services. These include confidentiality, invention assignment and nondisclosure agreements with employees, contractors, suppliers and strategic partners. The confidentiality and nondisclosure agreements with employees, contractors and suppliers are in perpetuity or for a sufficient length of time so as to not threaten exposure of proprietary information.

Trademark Act of 1946, as amended, and the system of international registration of trademarks governed by international treaties, the Madrid Agreement, which maintains the international register and, in several instances, direct trademark registration in foreign countries, we and our subsidiaries actively maintain up to date the following trademarks for continuing operations: Orbital Power, Inc. and IMMCO, Inc.

The Company continuously reviews and updates the existing intellectual property filings and files new documentation both nationally and internationally (Patent Cooperation Treaty) in a continuing effort to maintain up-to-date protection of its intellectual property.

For those intellectual property applications pending, there is no assurance that the registrations will be granted. Furthermore, the Company is exposed to the risk that other parties may claim the Company infringes their existing patent and trademark rights, which could cause the Company’s inability to develop and market its products unless the Company enters into licensing agreements with the technology owner or could force the Company to engage in costly and potentially protracted litigation.

The markets in which we operate are highly fragmented and highly competitive wherein Orbital Infrastructure Group competes with other contractors, from small local independent companies to large national firms, in most of the geographic markets in which we operate. Several competitors are large companies that have significant financial, technical and marketing resources. Certain barriers to entry exist in the markets in which we operate such as technical expertise, high safety rating requirements, operational experience and quality, and financial resources. From time to time, new competitors that have adequate financial resources and access to technical expertise may become a competitor in our markets. A significant portion of our revenues is currently derived from unit price or fixed price agreements with price often a primary factor in customer project awards; therefore, we could be underbid by our competitors. We believe that as demand for our services increases, customers often consider other factors in choosing a service provider, including technical expertise and experience, safety ratings, financial and operational resources, geographic presence, industry reputation and dependability, which we expect to benefit larger contractors such as us. There can be no assurance, however, that our competitors will not develop the expertise, experience and resources to provide services that are superior in both price and quality to our services, or that we will be able to maintain or enhance our competitive position. Many of our customers are able to perform their own infrastructure services similar to the work we provide. Although these companies currently outsource a significant portion of these services, there can be no assurance that they will continue to do so in the future or that they will not acquire additional in-house capabilities.

Our business is subject to various risks and uncertainties. Investors should read carefully the following factors as well as the cautionary statements referred to in ‘‘Forward-Looking Statements’’ together with all of the other information in this Form 10-K. If any of the risks and uncertainties described below or elsewhere in this annual report on Form 10-K actually occur, the Company's business, financial condition or results of operations could be materially adversely affected and/or the trading price of our common stock could decline. We also may not be able to achieve our goals or expectations.

Risks Related to Our Business and Operations, Services, Products and Industries We Serve

There is substantial doubt about the Company’s ability to continue as a going concern and this could, among other things, materially and adversely impact our ability to obtain additional financing and the value of our common stock.
Due to the decreases in the Company’s market capitalization, the significant loss in the Renewables segment in 2022, interest rate increases and limitations on accessing capital, there is substantial doubt as to the ability of the Company to continue as a going concern. Furthermore, management may seek additional equity or debt financing, but there can be no assurance that the Company would be able to obtain additional equity or debt financing in amounts sufficient to alleviate the substantial doubt regarding the Company’s ability to continue as a going concern.

If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us and holders of our indebtedness may also suffer material losses on their investments. Reports raising substantial doubt as to a company’s ability to continue as a going concern are generally viewed unfavorably by analysts and investors and could have a material adverse effect on the Company’s business, financial position, results of operations and liquidity.

Our cash, cash equivalents and investments could be adversely affected if the financial institutions in which we hold our cash, cash equivalents and investments fail.

We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts at multiple financial institutions. The balance held in these accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”), standard deposit insurance limit or similar government guarantee schemes. If a financial institution in which we hold such funds fails or is subject to significant adverse conditions in the financial or credit markets, we could be subject to a risk of loss of all or a portion of such uninsured funds or be subject to a delay in accessing all or a portion of such uninsured funds. Any such loss or lack of access to these funds could adversely impact our short-term liquidity and ability to meet our operating expense obligations.

Historically, we have generated annual losses from operations, and we may need additional funding in the future.

Historically, on an annual basis, we have not generated sufficient revenues from operations to self-fund our capital and operating requirements. For the year ended 2022, we had a net loss of $280.3 million, an accumulated deficit as of December 31, 2022 of $487.1 million, and negative working capital of $190.5 million, which includes current maturities of long-term debt. If we are not able to generate sufficient income and cash flows from operations to fund our operations and growth plans, we may seek additional capital from equity and debt placements or corporate arrangements. Additional capital may not be available on terms favorable to us, or at all. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve restrictive covenants or security interests in our assets. If we raise additional funds through collaboration arrangements with third parties, it may be necessary to relinquish some rights to technologies or products. If we are unable to raise adequate funds or generate them from operations, we may have to delay, reduce the scope of, or eliminate some or all of our growth plans or liquidate some or all of our assets.

For the year ended December 31, 2022, we had a net loss of $280.3 million. There is no assurance that we will achieve or sustain profitability. If we fail to achieve or sustain profitability, the price of our common stock could fall and our ability to raise additional capital could be adversely affected.

Acquisitions and strategic investments related to business expansion activities may not be successful and may divert our resources from our existing business activities, negatively affecting our operating results, cash flows and liquidity and may not enhance shareholder value.

Orbital Infrastructure Group has focused our business on the acquisition and development of energy infrastructure services companies including Front Line Power Construction, LLC, Gibson Technical Services, IMMCO, Inc, Full Moon Telecom, LLC., Coax Fiber Solutions, LLC. and Orbital Solar Services (formerly Reach Construction Group, LLC), and the greenfield development of Orbital Power, Inc. We may not be successful in acquiring energy infrastructure services companies that are commercially viable. We may fail to successfully develop or commercialize such services, solutions and products that we acquire. Research, development and commercialization of such acquired services, solutions and products may disproportionately divert our resources from our other business activities. Acquisitions expose us to operational challenges and risks, including the ability to profitably manage and integrate acquired operations, implement internal controls, procedures, financial reporting and accounting systems into our business. In addition, increased indebtedness, earn-out obligations and cash flow requirements may result in cash flow shortages if anticipated revenue and earnings are not realized or are delayed. Other risks for acquisitions include, among other things, the ability to retain and hire qualified personnel, costs to integrate the business and fund capital needs.

We may not be able to identify suitable acquisitions or investments or may have difficulty obtaining the necessary financing required to complete such acquisitions and investments. We may utilize our common stock, debt instruments, including convertible debt securities, which could dilute the ownership interests of our shareholders. In addition, we may pursue acquisitions our existing shareholders may not agree with.

We cannot assure you that the indemnifications granted to Orbital Infrastructure Group, Inc. by sellers of acquired companies will be sufficient in amount, scope or duration to fully offset potential liabilities from acquired businesses which may have liabilities that we failed, or were unable, to discover during due diligence processes. Any such liabilities could have a material adverse effect on our business.

Acquisitions could result in operating difficulties, dilution and other harmful consequences.

We expect to continue to pursue acquisitions which require integration into our own business model. We expect to continue to evaluate and enter into discussions regarding a wide array of potential strategic transactions focused on energy infrastructure services. These transactions could be material to our financial condition and results of operations. The process of integrating an acquired company, business or technologies may create unforeseen operating difficulties and expenditures. The areas where we face risks include:

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions could cause us to fail to realize the anticipated benefits of such acquisitions, incur unanticipated liabilities and harm our business generally.

Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, write-offs of goodwill, or reductions to our tangible net worth any of which could harm our business, financial condition, results of operations and prospects. Also, the anticipated benefit of many of our acquisitions may not materialize.

We could incur goodwill and intangible asset impairment expenses, which could negatively impact our profitability.

We have goodwill and intangible assets and will continue to as we acquire new businesses. We periodically review the carrying values of goodwill and intangible assets to determine whether such carrying values exceed their fair market values. Adverse changes in financial, competitive and other conditions such as declines in operating performance or other adverse changes in valuation assumptions could adversely affect the estimated fair values of the related assets and impairment to goodwill or intangible assets. See Note 5 in the notes to the audited consolidated financial statements for further details.

We utilize debt to fund our operations and acquisitions strategy, which could adversely affect our business, financial condition and results of operations or could affect our ability to access capital markets in the future. Our debt may contain restrictive covenants that may prevent Orbital Infrastructure Group from engaging in transactions that might benefit us.

Outstanding debt and related debt service requirements could have significant consequences on our future operations including making it difficult to meet payment and other obligations. Events of default may occur if we fail to comply with the financial and other restrictive covenants included with our debt agreements which could result in an acceleration of our debts becoming due and payable which would negatively impact our ability to fund working capital, capital expenditures, acquisitions and investments and could impact our ability to obtain additional financing or limiting access to financing with reasonable terms.

We cannot assure that our business will generate future cash flows from operations, or that future borrowings will be available to us in an amount sufficient to enable us to meet our payment obligations and to fund other operational and liquidity needs.

In addition, regulatory changes and/or reforms, such as the phase-out of the London Inter-bank Offered Rate (“LIBOR”), which is expected to occur by June 30, 2023, could lead to additional volatility in interest rates and other unpredictable effects.

We have a significant amount of debt, and our significant indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under our other debt.

We have a significant amount of debt and debt service requirements. As of December 31, 2022, the Company had approximately $100.5 million of outstanding long-term debt, excluding current maturities and $148.9 million of current maturities including its line of credit. A large amount of the debt includes amounts borrowed during 2021 to finance a portion of the closing consideration paid in connection with our acquisition of Front Line Power Construction, LLC. This level of debt could have significant consequences on our future operations, including:

Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations on our existing indebtedness.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our operations to pay our indebtedness.

Our ability to generate cash in order to make scheduled payments on the principal of, to pay interest on or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive, legislative, regulatory and other factors beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on the satisfaction of the covenants in our current credit agreements and those we may enter into in the future. Specifically, we will need to maintain certain financial ratios. Our business may not continue to generate sufficient cash flow from operations in the future and future borrowings may not be available to us under our senior credit facility or from other sources in an amount sufficient to service our indebtedness, to make necessary capital expenditures or to fund our other liquidity needs. If we are unable to generate cash from our operations or through borrowings, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to make payments on our indebtedness or refinance our indebtedness will depend on factors including the state of the capital markets and our financial condition at such time, as well as the terms of our financing agreements. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

We may be unable to obtain sufficient bonding capacity to support certain service offerings, and the need for performance and surety bonds could reduce availability of our available working capital resources.

Some of our contracts require performance and payment bonds. If Orbital Infrastructure Group, Inc. is unable to obtain or renew the necessary bonding capacity, we may be precluded from participation in bidding for certain contracts and from certain customers. Such bonding may require Orbital Infrastructure Group to post letters of credit or other collateral in connection with the bonds, which could reduce our available capacity to support other needs. Standard terms in the surety market allow for sureties to issue bonds on a project-by-project basis. Sureties may decline to issue bonds at any time and can require additional collateral as a condition to issuing or renewing any bonds.

Changes to laws, governmental regulations and policies, including among other things, permitting processes and tax incentives, could affect demand for our services. Demand for construction services depends on industry activity and expenditure levels which can be affected by numerous factors. An inability to adjust to such changes could result in decreased demand for our services and adversely affect our operating results, cash flows and liquidity.

Government regulations, climate change initiatives, political and social activism each effect the industries Orbital Infrastructure Group, Inc. serves. Changes in such could result in reduced demand for our services, delays in the timing of construction projects and possible cancellation of current or planned projects. Many of our customers must comply with strict regulatory and environmental requirements along with complex permitting processes. Our energy customers are regulated by the Federal Energy Regulatory Commission (“FERC”), among others. Our utility customers are regulated by state public utility commissions. Changes to existing, or implementation of new regulations and policies could have an adverse effect on our customers resulting in reduced demand for our services. We build renewable energy infrastructure including solar and other renewable energy projects for which the development is often dependent upon federal tax credits, existing renewable portfolio standards and other incentives. Changes to those may delay or otherwise negatively affect the demand for our services and solutions.

Our business and operating results are subject to physical risks associated with climate change.

Changes in climate have caused, and are expected to continue to cause, among other things, increasing temperatures, rising sea levels and changes to patterns and intensity of wildfires, hurricanes, floods, other storms and severe weather-related events and natural disasters. These changes have and could continue to significantly impact our future operating results and may have a long-term impact on our business, results of operation, financial condition and cash flows. While we seek to mitigate our risks associated with climate change, we recognize that there are inherent climate-related risks regardless of how and where we conduct our operations. For example, a catastrophic natural disaster could negatively impact any of our projects or office locations and the locations and service regions of our customers. Accordingly, a natural disaster has the potential to disrupt our business as well as the businesses that we serve and may cause us to experience work stoppages, project delays, financial losses and additional costs to resume operations, including increased insurance costs or loss of coverage, legal liability and reputational losses.

A lack of availability or an increase in the price of fuel, materials or equipment necessary for our business or our customers’ projects could adversely affect our business.

Pursuant to certain contracts, including fixed price and EPC contracts where we have assumed responsibility for procuring materials for a project, we are exposed to availability issues and price increases for materials that are utilized in connection with our operations, including, among other things, copper, steel and aluminum. In addition, the timing of our customers’ ongoing projects, as well as their capital budgets and decision-making with respect to the timing of the future projects, can be negatively impacted by a lack of availability or an increase in prices of certain materials. Prices and availability could be materially impacted by, among other things, supply chain and other logistical challenges, global trade relationships (e.g., tariffs, sourcing restrictions) and other general market and geopolitical conditions (e.g., inflation). For example, recent logistical challenges in connection with the COVID-19 pandemic and sourcing restrictions have resulted in uncertainty concerning availability and pricing of certain commodities and goods important to our and our customers’ businesses, including renewable energy project components (e.g., solar panels). The lack of availability of necessary materials could result in project delays, some of which could be attributable to us, and an increase in prices of materials could reduce our profitability on projects or negatively impact our customers, which could have an adverse effect on demand for our services or our business, financial condition, results of operations and cash flows.

Additionally, supply chain and other logistical challenges have negatively impacted suppliers of certain equipment necessary for the performance of our business, including, among other things, new vehicles for our fleet (both on-road and specialty vehicles) and vehicle parts (e.g., tires). Based on the significant worldwide shortage of semiconductors, as well as other factors, vehicle manufacturers are experiencing production delays with respect to vehicles we utilize in our operations. To the extent these production issues worsen or become longer-term in nature, our operations could be negatively impacted.

We are also exposed to increases in energy prices, particularly fuel prices for our fleet of vehicles, which have increased during the COVID-19 pandemic, and could increase further due to future regulatory, legislative and policy changes that result from, among other things, war in Ukraine and climate change initiatives. Furthermore, some of our fixed price contracts do not allow us to adjust our prices and, as a result, increases in fuel costs could reduce our profitability with respect to such projects. Our ability to utilize certain existing vehicles within our fleet may also be limited by new emissions or other regulations, and, due to lack of production or availability, we may not be able to procure a sufficient number of vehicles meeting any such regulations. To the extent we are unable to utilize a significant portion of our existing fleet, we may be unable to perform services, which could have an adverse effect on our future financial condition, results of operations and cash flows. The broader and longer-term implications of these challenges, as a result of the COVID-19 pandemic, the transition to a carbon-neutral economy and otherwise, remains highly uncertain and variable and could negatively impact our overall business, financial condition, results of operations and cash flows.

If our manufacturers, suppliers or our service providers are unable to provide an adequate supply of products and services, our growth could be limited, and our business could be harmed.

We rely on third parties to supply services and materials for our integrated solutions and construction offerings. In order to grow our business to achieve profitability, we may need such business partners to increase, or scale up, production and supply by a significant factor over current levels. There are technical challenges to scaling up capacity that may require the investment of substantial additional funds by our manufacturers or suppliers and hiring and retaining additional management and technical personnel who have the necessary experience. If our manufacturers and suppliers are unable to do so, we may not be able to meet the requirements to grow our business to anticipated levels. We also may represent only a small portion of our supplier’s or manufacturer’s business, and if they become capacity constrained, they may choose to allocate their available resources to other customers that represent a larger portion of their business.

Our global operations are subject to increased risks, which could harm our business, operating results and financial condition.

Our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to a number of risks, including the following:

In addition, compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business in international venues and could expose us or our employees to fines and penalties. These numerous and sometimes conflicting laws and regulations include import and export requirements, content requirements, trade restrictions, tax laws, sanctions, internal and disclosure control rules, data privacy requirements, labor relations laws, U.S. laws such as the Foreign Corrupt Practices Act and local laws prohibiting corrupt payments to governmental officials. Violations of these laws and regulations could result in fines, civil and criminal penalties against us, our officers or our employees, prohibitions on the conduct of our business and damage to our reputation. Any such violations could include prohibitions on our ability to offer our products and services in one or more countries and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and our operating results.

The Company’s major product and service lines in 2022 and 2021 were electric power, telecommunications, and renewables. Revenues could be negatively impacted by customer budgetary spending patterns or changes to their strategic plans.

During 2022, 75% of revenues were derived from four customers, one with 27%, a second with 23%, a third with 15% and a fourth with 10% of total revenues. During 2021, 26% of revenues were derived from two customers, one with 15% and a second with 11%.

At December 31, 2022, of the gross trade accounts receivable totaling approximately $53.4 million, there were four individual customers that made up approximately 72% of the Company's total trade accounts receivable: one customer with 26%, one customer with 21%, one customer with 14% and one customer with 11%. At December 31, 2021, of the gross trade accounts receivable totaling approximately $50.2 million, there were two individual customers that made up approximately 46% of the Company's total trade accounts receivable: one customer with 30%, and one customer with 16%.

During 2022 the Company had no supplier that made up a concentration of more than 10% of purchases included in cost of revenues and in 2021, the Company had one supplier that made up 12% of purchases included in cost of revenues.

There is no assurance that we will continue to maintain all of our existing key customers or vendors in the future. Should we, for any reason, discontinue our business relationship with any one of these key customers, the impact to our revenue stream would be substantial. For additional information on our concentrations, see Note 15 – Concentrations.

A public health crisis like the novel coronavirus outbreak, or other similar pandemic, epidemic or outbreak of infectious disease, could adversely impact our business, financial condition and results of operations and acquisitions.

Certain of our suppliers and the manufacturers of certain of our products may be adversely impacted by a public health crisis. As a result, we may face delays or difficulty sourcing products and services, which could negatively affect our business and financial results. Even if we are able to find alternate sources for such products and services, they may cost more, which could adversely impact our results of operations and financial condition. If we temporarily close our locations for periods of time or if our partners temporarily close, demand for our products and services may be reduced, and our revenues, results of operations and financial condition could be materially adversely affected.

Unfavorable market conditions, market uncertainty, and/or economic downturns could reduce capital expenditures in the industries we serve.

Demand for our products, solutions and services has been, and will likely continue to be cyclical in nature. We are vulnerable to general downturns in the U.S. economy and those of the countries in which we operate. Unfavorable market conditions, market uncertainty, and/or economic downturns could have a negative effect on demand from our customers and our customers' health. During such times, our customers may not have the ability to fund capital expenditures for infrastructure due to difficulty obtaining financing when there may be limited availability of debt or equity financing. This could result in project cancellations or deferral which could materially adversely affect our results of operations, cash flows and liquidity.

Demand for alternative energy sources and legislative and regulatory changes, the volatility of oil and gas markets, among others, are beyond our control. Such economic factors can negatively affect our results of operations, cash flows and liquidity.

Our failure to properly manage projects, or project delays, could result in additional costs or claims, which could have a material adverse effect on our operating results, cash flows and liquidity.

Certain of our engagements occur over extended time periods and involve large-scale, complex projects. Our ability to manage our client relationship and the project itself, such as the timely deployment of appropriate resources, including third-party contractors and our own personnel will impact the quality of our project performance. Our results of operations, cash flows and liquidity could be adversely affected if we miscalculate the resources or time needed to complete a project with capped or fixed fees, or the resources or time needed to meet contractual milestones.

We perform work under a variety of conditions, including, but not limited to, challenging and hard to reach terrain and difficult site conditions. Performing work under such conditions can result in project delays or cancellations, potentially causing us to incur unanticipated costs, reductions in revenue or the payment of liquidated damages. In addition, some of our contracts require that we assume the risk should actual site conditions vary from those expected. Some of our projects involve challenging engineering, procurement and construction phases, which may occur over extended time periods. We may encounter difficulties in engineering, delays in designs or materials provided by the customer or our vendors and subcontractors, equipment and material delivery delays, permitting delays, weather-related delays, schedule changes, delays from customer failure to timely obtain rights-of-way, delays by subcontractors in completing their portion of projects and governmental, market and political or other factors, some of which are beyond our control and could affect our ability to complete a project as originally scheduled. In some cases, delays and additional costs may be substantial, and/or we may be required to cancel or defer a project and/or compensate the customer for the delay. We may not be able to recover any of such costs. Any such delays, cancellations, errors or other failures to meet customer expectations could result in damage claims substantially in excess of the revenue associated with a project. Delays or cancellations could also negatively affect our reputation or relationships with our customers, which could adversely affect our ability to secure new contracts.

We could also encounter project delays due to opposition, including political and social activism, and such delays could adversely affect our project margins. In addition, some of our agreements require that we share in cost overages or pay liquidated damages if we do not meet project deadlines; therefore, any failure to properly estimate or manage cost, or delays in the completion of projects, could subject us to penalties, which could adversely affect our results of operations, cash flows and liquidity. Further, any defects or errors, or failures to meet our customers’ expectations, could result in large damage claims against us. Due to the substantial cost of, and potentially long lead-times necessary to acquire certain of the materials and equipment used in our complex projects, damage claims could substantially exceed the amount we can charge for our associated services.

Fixed price contracts include risk that estimated costs are not accurate. We recognize revenue for certain projects using the cost-to-cost method of accounting and variations to assumptions could reduce profitability.

Some of our contracts include fixed price master service and other service arrangements in which the price of our services may be set on a per unit or aggregate basis. Our ability to accurately estimate the costs associated with our products, solutions and services and our ability to execute within those estimates is necessary for the success of those efforts.

For certain projects we recognize revenue over time utilizing the cost-to-cost method of accounting whereby the percentage of revenue to be recognized in a period is measured by the percentage of the costs incurred to date relative to the total estimated costs for the contract. This method relies upon estimates of total estimated costs. Contract revenue and cost estimates are reviewed and revised on an ongoing basis as work progresses with adjustments recognized in the fiscal period in which the changes are made.

Estimates are based upon management’s reasonable assumptions, judgment and experience. There are inherent risks in estimates, including unanticipated delays, technical complications, job conditions, and other factors including management’s assessment of expected variables. Any such adjustments could negatively affect the results of operations, cash flows, and liquidity.

We may fail to adequately recover on claims against project owners, subcontractors or suppliers for payment or performance.

From time to time, we may bring claims against project owners for additional costs that exceed the contract price or for amounts not included in the original contract. We may also present change orders and claims to our subcontractors and suppliers. Failure to properly document the nature of change orders or claims or other reasons that may result in unsuccessful negotiations for settlement could result in reduced profits, cost overruns or project losses.

Our subcontractors and suppliers may fail or be unable to satisfy their obligations to us or other parties, or we may be unable to maintain these relationships, either of which could have a material adverse effect on our results of operations, cash flows and liquidity.

We depend on subcontractors to perform work for some of our projects. There is a risk that we could have disputes with subcontractors arising from, among other things, the quality and timeliness of the work they perform, customer concerns, or our failure to extend existing work orders or issue new work orders under a subcontracting arrangement. Our ability to fulfill our obligations as a prime contractor could be jeopardized if any of our subcontractors fail to perform the agreed-upon services on a timely basis and/or deliver the agreed-upon supplies. In addition, the absence of qualified subcontractors with whom we have satisfactory relationships could adversely affect our ability to perform under some of our contracts, or the quality of the services we provide. Additionally, in some cases, we pay our subcontractors before our customers pay us for the related services. We could experience a material decrease in profitability and liquidity if we pay our subcontractors for work performed for customers that fail to or delay paying us for the related work. Any of these factors could have a material adverse effect on our results of operations, cash flows and liquidity.

We also rely on suppliers, equipment manufacturers and lessors to obtain or provide the materials and equipment we require to conduct our operations. Any substantial limitation on the availability of suppliers or equipment, including from economic, regulatory or market conditions, could negatively affect our operations. Our results of operations, cash flows and liquidity could be adversely affected if we were unable to acquire sufficient materials or equipment to conduct our operations.

We include amounts in backlog that may not result in actual revenue or translate into profits.

Our backlog may be subject to cancellation and unexpected adjustments. As such, it is an uncertain indicator of future operating results. OIG’s backlog includes estimated amounts of revenue we expect to realize from future work on uncompleted contracts, revenue from change orders and renewal options, and master service agreements. Some of these may be cancellable on short or no advance notice. Backlog amounts are determined based on contract price, estimates of work to be completed under contracts taking into account historical trends, experience on similar projects and estimates of customer demand based upon communications with our customers. In the past, we have experienced postponements, cancellations and reduction in expected future work due to customers’ changing plans, market volatility, regulatory and other factors. There can be no assurance that actual results will be consistent with the estimates included in our forecasts and as such backlog as of any particular date is an uncertain indicator of future revenue and earnings.

We are a relatively small energy infrastructure services business and face formidable competition.

We are a relatively small company with limited capitalization in comparison to many of our competitors. Because of our size and capitalization, we believe that we have not yet established sufficient market awareness that is essential to our continued growth and success in all of our markets. We face formidable competition in every aspect of our business from other companies, many of whom have greater name recognition, more resources and broader service offerings than ours.

We also expect competition to intensify in the future. Our future success in keeping pace with technological developments and achieving product acceptance depends upon our ability to enhance our current products, solutions, and services and to continue to develop and introduce new product, solutions and service offerings and enhanced performance features and functionality on a timely basis at competitive prices. Our inability, for technological or other reasons, to enhance, develop, introduce or deliver compelling products, solutions, and services in a timely manner, or at all, in response to changing market conditions, technologies or customer expectations, could have a material adverse effect on our operating results and growth prospects. Our ability to compete successfully will depend in large measure on our ability to maintain a technically skilled development and engineering staff and to adapt to technological changes and advances in the industry, including providing for the continued compatibility of our products solutions, and services with evolving industry standards and protocols in a competitive environment.

The industries we serve are highly competitive and subject to rapid technological and regulatory change as well as customer consolidation. Any of these could result in decreased demand for our services, solutions and products which could adversely affect our results of operations, cash flows and liquidity.

We compete with other companies in most of the markets in which we operate that range from small independent firms serving local markets to larger regional, national and international firms. Some of our customers employ in-house personnel to perform some of the services we provide. Most of our customers’ work is awarded through bid processes, and our project bids may not be successful, which could materially adversely affect our results of operations, cash flows and liquidity.

Technological advances in the markets we serve could change our customers’ operating models and project requirements. Governmental regulations may also change our customers’ project requirements and our ability to adapt to those changing requirements could reduce the demand for our solutions, services and products.

Our business is subject to operational risk, including from operational and physical hazards that could result in substantial liabilities and negatively affect our financial condition.

Due to the nature of the services we provide and the conditions in which we operate, our business is subject to operational hazards. Though we invest in substantial resources to provide for safety including occupational health and safety programs and by carrying appropriate amounts of insurance coverage, there can be no assurance that we will be able to mitigate all hazards, including electricity, fires, explosions, mechanical failures and weather-related incidents. This could result in significant liability. The risks faced by our personnel can cause personal injuries and loss of life, severe damage to or destruction of property and equipment and other consequential damages which could lead to large damage claims, suspension of operations, government enforcement actions, regulatory penalties, civil litigation or criminal prosecution. These costs could exceed the amount we charge for the associated products, solutions and services.

If serious accidents or fatalities occur, or if our safety records deteriorate, we could be restricted from bidding on certain projects, obtaining new customers or contracts, and contracts could be terminated. Accidents in the course of our business could result in significant liabilities, employee turnover and/or an increase to the costs of our projects.

We will need to grow our organization and we may encounter difficulties in managing this growth.

As of December 31, 2022, Orbital Infrastructure Group, Inc., together with its consolidated subsidiaries, had 1,490 full-time employees excluding 3 employees at our discontinued operations. We expect to experience growth in the number of our employees and the scope of our operations as we follow our growth strategy. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Also, management may need to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. Due to our limited resources, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel, which may result in weaknesses in our infrastructure, give rise to operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. The physical expansion of our operations may lead to significant costs and may divert financial resources from other projects, such as the development of new products, solutions and services. If our management is unable to effectively manage our expected growth, our expenses may increase more than expected, our ability to generate or increase our revenue could be reduced and we may not be able to implement our business strategy. Our future financial performance and our ability to commercialize new products, solutions and services and compete effectively will depend, in part, on our ability to effectively manage any future growth.

Our operating results may vary over time and such fluctuations could cause the market price of our common stock to decline.

Our operating results may fluctuate significantly due to a variety of factors, many of which are outside of our control. Because revenues for any future period are not predictable with any significant degree of certainty, you should not rely on our past results as an indication of our future performance. If our revenues or operating results fall below the expectations of investors or securities analysts or below any estimates we may provide to the market, the price of our common shares would likely decline substantially. Factors that could cause our operating results and stock price to fluctuate include, among other things:

Our operating expenses may increase as we make further expenditures to enhance and expand our operations in order to support additional growth in our business and national stock market reporting and compliance obligations.

In the future, we expect our operations and marketing investments to increase to support our anticipated growth and as a result of our listing on the Nasdaq Stock Market. We have made significant investments in using professional services and expanding our operations. We may make additional investments in personnel and continue to expand our operations to support anticipated growth in our business. In addition, we may determine the need in the future to increase our direct sales force, add distributors and sales representatives to market and sell our products, solutions and services. Such changes to our existing sales model would likely result in higher selling, general and administrative expenses as a percentage of our revenues. We expect such increased investments could adversely affect operating income in the short term while providing long-term benefit.

Our business depends on a strong brand and failing to maintain and enhance our brand would hurt our ability to expand our base of customers.

We believe that we have not yet established sufficient market awareness in our various markets. Market awareness of our capabilities and products, solutions and services is essential to our continued growth and our success in all of our markets. We expect the brand identity that we acquired with platform companies, Front Line Power Construction, LLC, and Gibson Telecom Services along with developing brand identity with Orbital Solar Services and Orbital Power, Inc. will significantly contribute to the success of our business. Maintaining and enhancing these brands is critical to expanding our base of customers. If we fail to maintain and enhance our brands, or if we incur excessive expenses in this effort, our business, operating results and financial condition could be materially and adversely affected. Maintaining and enhancing our brands will depend largely on our ability to be a technology leader and continue to provide high-quality services, solutions, and products, which we may not do successfully.

New entrants seeking to gain market share by introducing new technology, services, solutions and products may make it more difficult for us to sell our services, solutions and products and could create increased pricing pressure, reduced profit margins, increased sales and marketing expenses or the loss of market share or expected market share, any of which may significantly harm our business, operating results and financial condition.

Adverse conditions in the global economy and disruption of financial markets may significantly restrict our ability to generate revenues or obtain debt or equity financing.

The global economy continues to experience volatility and uncertainty and governments in many countries continue to evaluate and implement spending cuts designed to reduce budget deficits. These conditions and deficit reduction measures could reduce demand for our products and services, including through reduced government infrastructure projects, which would significantly jeopardize our ability to achieve our sales targets. These conditions could also affect our potential strategic partners, which in turn, could make it more difficult to execute a strategic collaboration. Moreover, volatility and disruption of financial markets could limit our customers’ ability to obtain adequate financing or credit to purchase and pay for our products, solutions and services in a timely manner, or to maintain operations and result in a decrease in sales volume. General concerns about the fundamental soundness of domestic and international economies may also cause customers to reduce purchases. Changes in governmental banking, monetary and fiscal policies to restore liquidity and increase credit availability may not be effective. Economic conditions and market turbulence may also impact our suppliers’ and subcontractors’ ability to supply sufficient resources in a timely manner, which could impair our ability to fulfill sales orders. It is difficult to determine the extent of the economic and financial market problems and the many ways in which they may affect our suppliers, customers, investors and business in general. Continuation or further deterioration of these financial and macroeconomic conditions could significantly harm sales, profitability and results of operations.

Some of our operations and certain suppliers and customers are located in areas subject to natural disasters or other events that could stop us from having our products made or shipped or could result in a substantial delay in our production or development activities.

Many of our operating units and customers are located in and around Houston, Texas and Full Moon Telecom is located in Florida. The risk of hurricanes and other natural disasters in these geographic areas are significant due to the proximity to the coast and their propensity to flood. Despite precautions taken by us and our third-party providers, a natural disaster or other unanticipated problems, at our locations or at third-party providers could cause interruptions to our operations. Any disruption resulting from these events could cause significant delays in our ability to deliver our solutions, services and products until we are able to shift our manufacturing, assembly or testing from the affected contractor(s) to another third-party vendor. We cannot assure you that alternative capacity could be obtained on favorable terms, if at all.

Our services and solutions are complex and have contained and may contain undetected defects or errors. Defects in our services and solutions may require us to implement design changes or updates.

Any defects or errors in our products, or the perception of such defects or errors, could result in:

Our contract manufacturers purchase some components, subassemblies and products from a limited number of suppliers. The loss of any of these suppliers may substantially disrupt our ability to obtain orders and fulfill sales.

We rely on third-party components and technology to build and operate our solutions and we rely on our contract manufacturers to obtain the components, subassemblies and products necessary for our services and solutions. Shortages in components that we use in our solutions are possible and our ability to predict the availability of such components is limited. If shortages occur in the future, as they have in the past, our business, operating results and financial condition would be materially adversely affected. Unpredictable price increases of such components due to market demand may occur.

We depend on key personnel and will need to recruit new personnel as our business grows.

As a small company, our future success depends in a large part upon the continued service of key members of our senior management team who are critical to the overall management of Orbital Infrastructure Group, Inc. and our subsidiary companies, as well as the development of our technologies, products, solutions and service offerings, our business culture and our strategic direction. The loss of any of our management or key personnel could seriously harm our business and we do not maintain any key-person life insurance policies on the lives of these critical individuals.

If we are successful in expanding our product and customer base, we will need to add additional key personnel as our business continues to grow. If we cannot attract and retain enough qualified and skilled staff, the growth of the business may be limited. Our ability to provide services to customers and expand our business depends, in part, on our ability to attract and retain staff with professional experiences that are relevant to technology development and other functions the Company performs. Competition for personnel with these skills is intense. We may not be able to recruit or retain the caliber of staff required to carry out essential functions at the pace necessary to sustain or expand our business. Skilled resources in the industries we serve are in high demand, and labor rates may increase in the future, potentially negatively impacting the profitability of our services.

Our insurance policies may not cover all operating risks and a casualty loss beyond the limits of our coverage could adversely impact our business.

Our business is subject to operating hazards and risks relating to handling, storing, transporting and use of the products, solutions and services we sell. We maintain insurance policies in amounts and with coverage and deductibles that we believe are reasonable and prudent. Nevertheless, our insurance coverage may not be adequate to protect us from all liabilities and expenses that may arise from claims for personal injury or death or property damage arising in the ordinary course of business, and our current levels of insurance may not be maintained or available in the future at economical prices. If a significant liability claim is brought against us that is not adequately covered by insurance, we may have to pay the claim with our own funds, which could have a material adverse effect on our business, consolidated financial condition, results of operations, or cash flows.

We may become subject to lawsuits, indemnity or other claims, in the ordinary course of our business, which could materially and adversely affect our business, results of operations and cash flows.

From time to time, we are subject to various claims, lawsuits and other legal proceedings brought or threatened against us in the ordinary course of our business. These actions and proceedings may seek, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination and other employment-related damages, breach of contract, property damage, environmental liabilities, liquidated damages, consequential damages, punitive damages and civil penalties or other losses, or injunctive or declaratory relief. We may also be subject to litigation in the normal course of business involving allegations of violations of the Fair Labor Standards Act and state wage and hour laws. In addition, we generally indemnify our customers for claims related to the services we provide and actions we take under our contracts, and, in some instances, we may be allocated risk through our contract terms for actions by our joint venture partners, customers or other third parties.

Claimants may seek large damage awards and defending claims can involve significant costs. When appropriate, we establish accruals for litigation and contingencies that we believe to be adequate in light of current information, legal advice and our indemnity insurance coverages. We reassess our potential liability for litigation and contingencies as additional information becomes available and adjust our accruals as necessary. We could experience a reduction in our profitability and liquidity if we do not properly estimate the number of required accruals for litigation or contingencies, or if our insurance coverage proves to be inadequate or becomes unavailable, or if our self-insurance liabilities are higher than expected. The outcome of litigation is difficult to assess or quantify, as plaintiffs may seek recovery of very large or indeterminate amounts and the magnitude of the potential loss may remain unknown for substantial periods of time. Furthermore, because litigation is inherently uncertain, the ultimate resolution of any such claim, lawsuit or proceeding through settlement, mediation, or court judgment could have a material adverse effect on our business, financial condition or results of operations. In addition, claims, lawsuits and proceedings may harm our reputation or divert management’s attention from our business or divert resources away from operating our business and cause us to incur significant expenses, any of which could have a material adverse effect on our business, results of operations or financial condition.

Expanding and evolving data privacy laws and regulations could impact our business and expose us to increased liability.

The California Consumer Privacy Act (“CCPA”) created new consumer rights relating to the access to, deletion of, and sharing of personal information that is collected by businesses. Costs to comply with and implement these privacy-related and data protection measures could be significant. In addition, even our inadvertent failure to comply with federal, state, or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others. Any inability to adequately address privacy concerns, even if unfounded, or to comply with the more complex privacy or data protection laws, regulations and privacy standards, could lead to significant financial penalties, which may result in a material and adverse effect on our results of operations.

We are subject to taxation in multiple jurisdictions. As a result, any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material adverse effect on our business, consolidated financial condition or results of operations. In addition, our annual effective income tax rate can change materially as a result of changes in our mix of U.S. and foreign earnings and other factors, including changes in tax laws and changes made by regulatory authorities.

We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the global scope of our operations and our corporate and financing structure. We are also subject to transfer pricing laws with respect to our intercompany transactions. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation thereof, in any applicable jurisdiction, could have a material adverse effect on our business, consolidated financial condition or results of our operations. In addition, the tax authorities in any applicable jurisdiction, including the United States, may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions. If any applicable tax authorities, including U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of our transactions, it could have a material adverse effect on our business, consolidated financial condition or consolidated results of our operations.

Our overall effective income tax rate is equal to our total tax expense as a percentage of total earnings before tax. However, income tax expense and benefits are not recognized on a global basis but rather on a jurisdictional or legal entity basis. Losses in one jurisdiction may not be used to offset profits in other jurisdictions and may cause an increase in our tax rate. Changes in statutory tax rates and laws, as well as ongoing audits by domestic and international authorities, could affect the amount of income taxes and other taxes paid by us. Also, changes in the mix of earnings (or losses) between jurisdictions and assumptions used in the calculation of income taxes, among other factors, could have a significant effect on our overall effective income tax rate.

A failure of our internal control over financial reporting could materially affect our business.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. An internal control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Internal control over financial reporting may not prevent or detect misstatements due to inherent limitations in internal control systems. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to prevent and detect fraud, and could expose us to litigation, harm our reputation, and/or adversely affect the market price of our common stock.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information.

We have devoted substantial resources to the development of our proprietary technology and trade secrets. In order to protect our proprietary technology and trade secrets, we rely in part on confidentiality agreements with our key employees, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of our trade secrets and may not provide an adequate remedy in the event of unauthorized disclosure of our trade secrets. We may have difficulty enforcing our rights to our proprietary technology and trade secrets, which could have a material adverse effect on our business, operating results and financial condition. In addition, others may independently discover trade secrets and proprietary information and in such cases we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to determine and enforce the scope of our proprietary rights and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, consolidated financial condition and results of operations.

We are subject to an increasing number of various types of information technology vulnerabilities, threats and targeted computer crimes which pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. Disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyber-attacks or security breaches of our networks or systems, could result in the loss of customers and business opportunities, legal liability, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs, and additional compliance costs, any of which could materially adversely affect our business, financial condition and results of operations. While we attempt to mitigate these risks, our systems, networks, products, solutions and services remain potentially vulnerable to advanced and persistent threats. Despite our efforts, our facilities and systems and those of our customers and third-party service providers may be vulnerable to security breaches, theft, misplaced or lost data, programming and/or human errors that could lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions, which in turn could adversely affect our consolidated financial condition and results of operations.

Our failure to comply with the regulations of federal, state and local agencies that oversee transportation and safety compliance could reduce our revenue, profitability and liquidity.

OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by OSHA and various recordkeeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards and safety in excavation and demolition work, may apply to our operations. We incur capital and operating expenditures and other costs in the ordinary course of business in complying with OSHA and other state and local laws and regulations, and could incur penalties and fines in the future from violations of health and safety regulations, including, in extreme cases, criminal sanctions. Our customers could cancel existing contracts and not award future business to us if we were in violation of these regulations.

From time to time, we may receive notice from the Department of Transportation (“DOT”) that our motor carrier operations will be monitored. The failure to monitor and maintain our safety performance could result in suspension or revocation of vehicle registration privileges. Our ability to service our customers could be damaged if we were not able to successfully resolve such issues, which could lead to a material adverse effect on our results of operations, cash flows and liquidity.

Our operations could affect the environment or cause exposure to hazardous substances. In addition, our properties could have environmental contamination, which could result in material liabilities.

Our operations are subject to various environmental laws and regulations, including those dealing with the handling and disposal of waste products, polychlorinated biphenyls, fuel storage, air quality and the protection of endangered species. Certain of our current and historical construction operations have used hazardous materials and, to the extent that such materials are not properly stored, contained or recycled, they could become hazardous waste. Additionally, some of our contracts require that we assume the environmental risk of site conditions and require that we indemnify our customers for any damages, including environmental damages, incurred in connection with our projects. We may be subject to claims under various environmental laws and regulations, federal and state statutes and/or common law doctrines for toxic torts and other damages, as well as for natural resource damages and the investigation and clean-up of soil, surface water, groundwater, and other media under laws such as the Comprehensive Environmental Response, Compensation and Liability Act. Such claims may arise, for example, out of current or former conditions at project sites, current or former properties owned or leased by us, or contaminated sites that have always been owned or operated by third parties. For example, we own and lease facilities at which we store our equipment. Some of these facilities may contain fuel storage tanks. If these tanks were to leak, we could be responsible for the cost of remediation as well as potential fines. Liability may be imposed without regard to fault and may be strict and joint and several, such that we may be held responsible for more than our share of any contamination or other damages, or even for the entire share, and we may be unable to obtain reimbursement from the parties that caused the contamination. The obligations, liabilities, fines and costs or reputational harm associated with these and other events could be material and could have a material adverse impact on our business, financial condition, results of operations and cash flows.

We perform work in underground environments, which could affect the environment. A failure to comply with environmental laws could result in significant liabilities or harm our reputation, and new environmental laws or regulations could adversely affect our business.

Some of the work we perform is in underground environments. If the field location maps supplied to us are not accurate, or if objects are present in the soil that are not indicated on the field location maps, our underground work could strike objects in the soil containing pollutants and result in a rupture and discharge of pollutants. In such a case, we could incur significant costs, including clean-up costs, and we may be liable for significant fines and damages and could suffer reputational harm. Additionally, we sometimes perform directional drilling operations below certain environmentally sensitive terrains and water bodies. Due to the inconsistent nature of terrain and water bodies, it is possible that such directional drilling could cause a surface fracture releasing subsurface materials or drilling fluid. These releases alone or, in combination with releases that may contain contaminants in excess of amounts permitted by law, could potentially expose us to significant clean up and remediation costs, damages, fines and reputational harm, which could have a material adverse effect on our results of operations, cash flows and liquidity.

New environmental laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or leaks, or the imposition of new clean-up requirements could require us to incur significant costs or result in new or increased liabilities that could have a material adverse effect on our results of operations, cash flows and liquidity. We may incur work stoppages to avoid violating these laws and regulations, or we may risk fines or other sanctions if we inadvertently violate these laws and regulations, which could adversely affect our business.

Compliance with and changes in tax laws could adversely affect our financial results.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use, gross receipts, and value-added taxes), payroll taxes, franchise taxes, withholding taxes, and ad valorem taxes. New tax laws, treaties and regulations and changes in existing tax laws, treaties and regulations are continuously being enacted or proposed, and significant changes could result from the change in control of the U.S. Congress in 2023, all of which can result in significant changes to the tax rate on our earnings and have a material impact on our earnings and cash flows from operations. Since future changes to federal and state tax legislation and regulations are unknown, we cannot predict the ultimate impact such changes may have on our business.

In addition, significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We may be audited by tax authorities, and our tax estimates and tax positions could be materially affected by many factors, including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, our ability to realize deferred tax assets and changes in uncertain tax positions. A significant increase in our tax rate can have a material adverse effect on our profitability and liquidity.

The trading price of our common stock may continue to be volatile, which could result in substantial losses for individual shareholders.

Our common stock trades on the Nasdaq Stock Market. There can be no assurance, however, that the trading market for our common stock will be robust. A limited trading market for our common stock may cause fluctuations in the market value of our common stock to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market for our common stock. The trading price of our common stock has been volatile and could continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control. During calendar year 2022, our common stock traded at a low of $0.16 and a high of $2.36.

The stock market in general, and the market for energy companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Public perception and other factors outside of our control may additionally impact the stock price of companies like us that garner a disproportionate degree of public attention, regardless of actual operating performance.

As a result of this volatility, our securities could experience rapid and substantial decreases in price.

Some, but not all, of the factors that may cause the market price of our common stock to fluctuate include:

These factors may materially and adversely affect the market price of our common stock, regardless of our performance. In addition, the stock market in general and the market for energy infrastructure services companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our actual operating performance. Additionally, because the trading volume of our stock is not large, there can be a disparity between the bid and the asked price that may not be indicative of the stock’s true value.

In addition, if the market for energy stocks, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition, or results of operations. Further, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to additional price volatility.

In the future investors may purchase shares of our common stock to hedge existing exposure or to speculate on the price of our common stock. Speculation on the price of our common stock may involve long and short exposures. To the extent an aggregate short exposure in our common stock becomes significant, investors with short exposure may have to pay a premium to purchase shares for delivery to share lenders at times if and when the price of our common stock increases significantly, particularly over a short period of time. Those purchases may in turn, dramatically increase the price of our common stock. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in our common stock that are not directly correlated to our business prospects, financial performance or other traditional measures of value for the Company or its common stock.

Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company.

Given our plans and expectations that we will need additional capital in the future, we anticipate that we may need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership and potentially voting power of then current stockholders and could negatively impact the price of our common stock and other securities.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

Sales of a significant number of shares of our common stock in the public market could harm the market price of our common stock and make it more difficult for us to raise funds through future offerings of common stock.

We have never paid dividends on our common stock and do not expect to pay any in the foreseeable future.

Potential purchasers should not expect to receive a return on their investment in the form of dividends on our common stock. The Company has never paid cash dividends on its common stock and the Company does not expect to pay dividends in the foreseeable future.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Our ability to pay dividends may be further restricted by the terms of any of our future debt or preferred securities. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase shares of our stock.

There is a limited public trading market for our common stock so you may not be able to resell your stock and may not be able to turn your investment into cash.

Our common stock is currently traded on the Nasdaq Stock Market under the trading symbol ‘‘OIG.’’ Our shares of common stock are thinly traded. Due to the illiquidity, the market price may not accurately reflect our relative value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. Because our common stock is thinly traded, a large block of shares traded can lead to a dramatic fluctuation in the share price and investors may not be able to liquidate their investment in us at all or at a price that reflects the value of the business.

Nasdaq may delist our common stock from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.

On July 19, 2022, Nasdaq notified the Company that the bid price of our common stock had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until January 16, 2023, to regain compliance with the Rule.

On January 18, 2023, Nasdaq staff notified the Company it has not regained compliance with the Rule and is not eligible for a second 180-day extension and therefore subject to delisting unless the Company requests an appeal of this determination.

The Company has appealed the staff’s determination to a Nasdaq Panel, which will stay the suspension of the Company’s common stock. The appeal hearing was held on March 9, 2023. On March 22, 2023, the Company received a written decision from the Panel granting its request for continued listing on Nasdaq, subject to the condition that, on May 5, 2023, the Company will have demonstrated compliance with the Bid Price Requirement, as set forth in Listing Rule 5550(a)(2), by evidencing a closing price of $1.00 or more per share for a minimum of 10 consecutive trading days. The Panel noted that the Company should be afforded time to implement its compliance plan in light of the fact that the Company has already initiated the process to complete the reverse split, subject to shareholder approval via a proxy vote, and given the short duration of the exception period requested. The Notice does not have an immediate effect on the listing of our common stock, and our common stock will continue to trade on the Nasdaq Stock Market under the symbol “OIG.” Under Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar day period following the date of the Notice (the “Compliance Period”), the closing bid price of our common stock has a closing stock price at or above $1.00 for a minimum of 10 consecutive business days, we would regain compliance with the Minimum Bid Price Requirement and our common stock would continue to be eligible for listing on the Nasdaq Stock Market, absent noncompliance with any other requirement for continued listing. If we do not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period as extended, the Company’s common stock would be subject to delisting. If this were to happen, we would monitor the closing bid price of our common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement under the Nasdaq Listing Rules.

On December 28, 2022, the Company received a second notification letter (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that the Company is not in compliance with the minimum market value of listed securities (“MVLS”) requirement for continued listing set forth in Nasdaq Listing Rule 5550(b)(2). Nasdaq Listing Rule 5550(b)(2) requires listed securities to maintain a minimum MVLS of $35 million and Listing Rule 5810(c)(3)(C) provides that a failure to meet the minimum MVLS requirement exists if the deficiency continues for a period of 30 consecutive business days.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until June 26, 2023, to regain compliance. If at any time before June 26, 2023, the Company’s MVLS closes at or above $35 million for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum MVLS requirement, and the matter will be resolved.

If the Company does not regain compliance or meet the alternative standards during the compliance period ending June 26, 2023, Nasdaq will provide written notification that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the minimum MVLS requirement during the 180-day compliance period.

If our common stock is delisted, our common stock would likely then trade only in the over-the-counter market. If our common stock were to trade on the over-the-counter market, selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for our Company; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for our common stock and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for us.

In addition to the foregoing, if our common stock is delisted from Nasdaq and it trades on the over-the-counter market, the application of the “penny stock” rules could adversely affect the market price of our common stock and increase the transaction costs to sell those shares. The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. If our common stock is delisted from Nasdaq and it trades on the over-the-counter market at a price of less than $5.00 per share, our common stock would be considered a penny stock. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our common stock and may affect the ability of investors to sell their shares, until our common stock no longer is considered a penny stock.

Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to existing common stockholders and with the ability to adversely affect stockholder voting power and perpetuate their control.

Although we do not have any preferred stock outstanding presently, our Articles of Incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to issue preferred stock without further stockholder approval, as well as the authority to fix and determine the relative rights and preferences of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock or other preferred stockholders and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

Preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock and preferred stock.

Our Articles of Incorporation limit director liability, thereby making it difficult to bring any action against them for breach of fiduciary duty.

Orbital Infrastructure Group, Inc. is a Texas corporation. As permitted by Texas law, the Company’s Articles of Incorporation limits the liability of directors to Orbital Infrastructure Group, Inc. or its stockholders for monetary damages for breach of a director’s fiduciary duty, with certain exceptions. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on behalf of the Company against a director.

Our charter documents may inhibit a takeover that stockholders consider favorable.

Provisions of our Articles of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in control of the Company, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. These provisions:

In 2022, the Company signed a new office lease in Houston Texas which is considered the headquarters of OIG. This space totals approximately 4,918 square feet. Its lease expires in 2026.

In April 2021, the Company acquired Gibson Technical Services, LLC ("GTS"), which leases approximately 10,000 square feet of office and 5,000 square feet of warehouse space in Atlanta, GA. In addition, this space includes a fenced equipment yard of approximately 30,000 square feet. The lease ends in July 2028. GTS also leases warehouse space ranging from 250 square feet to 8,700 square feet in Alabama, Georgia, North Carolina, Nevada, Mississippi, Louisiana, New York, Virginia, and Oklahoma.

In July 2021, the Company acquired IMMCO, Inc, which is a subsidiary of Gibson Technical Services, LLC and which shares office space with GTS in Atlanta, GA. IMMCO also has 20,648 square feet of office space in Kochi India that expire in 2023, 2026 and 2036.

In October 2021, the Company acquired Full Moon, Telecom, LLC, which runs remotely and thus has no properties associated with it.

In November 2021, the Company acquired Front Line Power Construction, LLC, which leases two industrial/office type buildings that total approximately 55 thousand square feet along with the surrounding six acres in the greater Houston area of Rosharon, Texas. These leases expire in 2024 and 2025.

In April 2020, the Company sublets 3,358 square feet of office space in Irving, Texas for corporate support services and Orbital Power, Inc. office personnel; the lease runs through 2023. Orbital Power, Inc. also maintains an equipment yard in Sherman, Texas that houses equipment primarily for Orbital Power, Inc. for which the lease runs until 2023.

With the acquisition of Orbital Solar (formerly Reach Construction Group, LLC), the Company leases office space in Raleigh, North Carolina which includes approximately 460 feet of office space and runs through 2024. Orbital Solar also leases 230 feet of office space in Phoenix, Arizona, also expiring in 2024.

The Company leases office and warehouse space in Tualatin, Oregon, which was its former headquarters and now sublets to outside parties. In addition, the Company leases office space in Lake Oswego, Oregon that is comprised of 1,763 feet and expires in 2027.

In the future, the Company may obtain additional leased properties to support its growth strategy and expansion of operations within the energy infrastructure services industry.

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

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

In the first quarter of 2022, the Company filed and served a federal civil complaint in the United States District Court for the Northern District of Texas – Dallas Division against the former owner of Reach Construction Group LLC (“Reach”). The complaint alleges, among other things, misrepresentations and misconduct committed by the former owner in conjunction with the purchase and sale of Reach to Orbital Infrastructure Group, Inc. Based on the information and evidence contained in the complaint, the Company reasonably believes that it owes no more compensation to the former owner and is seeking return of certain funds already paid and relief of certain debt and accruals currently on the balance sheet.

The Company and its subsidiary, OSS, are also involved in a contract dispute with Jingoli Power (“Jingoli”) regarding the Joint Venture between Jingoli and OSS for construction of the Black Bear and Happy - Lightsource BP Projects. The Company contends that Jingoli unjustifiably and without proper authority took over management and control of the two projects and that, as a direct result of Jingoli’s mismanagement, the projects have suffered significant losses. The Company has disclosed and accrued losses including liquidated damages for both projects and is currently pursuing its contractual remedies to collect on losses from Jingoli.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock is traded on The Nasdaq Stock Market under the trading symbol ‘‘OIG.’’ The Company currently has authorized 325,000,000 common shares, par value $0.001 per share, and as of December 31, 2022, the Company’s issued and outstanding shares consisted of 157,884,024 shares of common stock issued and 157,530,961 shares outstanding of which 145,347,136 shares are freely tradable without restriction or limitation under the Securities Act. As of December 31, 2022, the Company had in excess of 3,000 beneficial holders of our common stock and in excess of 2,300 stockholders of record. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.

The holders of Common Stock are entitled to one vote per share and do not have cumulative voting rights. Holders of the Company’s Common Stock do not have any pre-emptive or other rights to subscribe for or purchase additional shares of capital stock and no conversion rights, redemption or sinking-fund provisions.

The Company’s common stock is traded on the Nasdaq Stock Market under the trading symbol ‘‘OIG.’’ The following table sets forth the high and low sales prices of our Common Stock on the Nasdaq during each quarter of the two most recent years.

The Company has never paid cash dividends on its common stock and the Company does not expect to pay dividends in the foreseeable future.

We currently expect to retain future earnings to finance the growth and development of our business. The timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flows; our general financial condition and future prospects; our capital requirements and surplus; contractual restrictions; the amount of distributions, if any, received by us from our subsidiaries; and other factors deemed relevant by our board of directors. Any future dividends on our common shares would be declared by and subject to the discretion of our board of directors.

Set forth below is a summary of the outstanding securities, transactions and agreements, which relate to 197,887 shares of common stock the Company is required to reserve for potential future issuances.

At the 2020 Annual Meeting of Shareholders, the Company’s shareholders approved the Orbital Infrastructure Group 2020 Incentive Award Plan and authorized a share limit of 2,000,000 shares. This limit was increased to a total of 5,000,000 shares at the 2021 Annual Meeting of Shareholders. The authorization was increased by an additional 5,000,000 shares in 2022. This Plan replaced the 2008 and 2009 Equity Incentive Plan, which had expired. As of December 31, 2022 there are 3,039,900 remaining shares available to grant under the 2020 Incentive Award Plan. See Note 10 Stockholders' Equity for more information on the Company's 2020 Incentive Award Plan.

Other than as described herein, as of the date of this report, there are currently no plans, arrangements, commitments or understandings for the issuance of additional shares of Common Stock.

Following is a list of all securities we sold within the past two years, which were not registered under the Securities Act. The Company relied on Section 4(2) of the Securities Act of 1933 as the basis for an exemption from registration for the following issuances.

*These shares were issuable as of November 17th, 2021, and were recorded as part of additional paid in capital prior to issuance.

As of December 31, 2022, we had outstanding 157,530,961 shares of common stock. Of these shares, 145,347,136 shares are freely tradable without restriction or limitation under the Securities Act.

The 12,183,825 shares of common stock held by existing stockholders as of December 31, 2022 that are ‘‘restricted’’ within the meaning of Rule 144 adopted under the Securities Act (the ‘‘Restricted Shares’’), may not be sold unless they are registered under the Securities Act or sold pursuant to an exemption from registration, such as the exemption provided by Rule 144 promulgated under the Securities Act. The Restricted Shares were issued and sold by us in private transactions in reliance upon exemptions from registration under the Securities Act.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

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

The variables, which may cause differences include, but are not limited to, the following: general economic and business conditions; competition; success of operating initiatives; operating costs; advertising and promotional efforts; the existence or absence of adverse publicity; changes in business strategy or development plans; the ability to retain management; availability, terms and deployment of capital; business abilities and judgment of personnel; availability of qualified personnel; labor and employment benefit costs; availability and costs of raw materials and supplies; and changes in, or failure to comply with various government regulations. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate; therefore, there can be no assurance that the forward-looking statements included in this Form 10-K will prove to be accurate.

In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any person that the objectives and expectations of the Company will be achieved.

Orbital Infrastructure Group, Inc. is a Texas corporation organized on April 21, 1998. The Company’s principal place of business is located at 5444 Westheimer Road Suite 1650 Houston, Texas 77056. Orbital Infrastructure Group is a holding company dedicated to maximizing stockholder value through the acquisition and development of infrastructure services contractors. Through its subsidiaries, Orbital Infrastructure Group has built a diversified portfolio of industry leading infrastructure service providers that touch many markets. The Company's reportable segments are the Electric Power segment, the Telecommunications segment, and the Renewables segment.

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (‘‘GAAP’’). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

While all of our significant accounting policies impact the Company’s financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would have caused a material change in our results of operations, financial position or liquidity for the periods presented in this report.

The Company reviews its long-lived assets including finite-lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In performing the review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized as the excess of the carrying amount over the fair value. Otherwise, an impairment loss is not recognized. Management estimates the fair value and the estimated future cash flows expected. Any changes in these estimates could impact whether there was impairment and the amount of the impairment.

Fair Value of Estimates in Business Combination Accounting and Goodwill and Indefinite Lived Assets

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, ‘‘Business Combinations,’’ where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates if they were known or knowable at the acquisition date. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. At December 31, 2022, the Company has four operating segments (Front Line Power, Orbital Power Inc., Gibson Technical Services, and Orbital Solar Services) comprised of eight reporting units with Gibson Technical Services, IMMCO, Inc, Full Moon Telecom, LLC and Coax Fiber Solutions consolidating into one operating segment called Gibson Technical Services, and Eclipse Foundation is combined with Front Line Power. Goodwill is recognized at the operating segment level. At December 31, 2022, all remaining goodwill is at the Orbital Solar Services operating segment as goodwill at Front Line Power Construction, LLC and Gibson Technical Service was fully impaired in Q3 2022.

Upon acquisition of Coax Fiber Solutions (CFS), the Company recorded $1.5 million of goodwill. Factors that contributed to the Company’s goodwill in CFS include the company's specialized knowledge and experience in Aerial Installation, directional drilling, trenching, plowing, and missile crews for telecommunications, power, gas, water, CCTV, ATMS, and traffic signal cable installation which will add synergies with customers in the telecommunication market.

Upon acquisition of Front Line Power Construction, LLC, the Company recorded $70.2 million of goodwill. Goodwill was valued as of November 17, 2021 by a third-party valuation expert and was recorded following the recognition of Front Line Power Construction’s tangible assets and liabilities and $108.2 million of finite- and indefinite-lived identifiable intangible assets. Factors that contributed to the Company’s goodwill at Front Line Power Construction included the strong leadership of Kurt Johnson, Front Line Power Construction’s Founder and CEO, along with the skills and expertise brought by his team. Front Line Power Construction’s team provides synergies with Orbital Power Inc. that have added momentum to the comprehensive range of solutions by OIG’s Electric Power Segment.

Upon acquisition of Full Moon Telecom, LLC, the Company recorded $0.8 million of goodwill. Goodwill was valued as of October 22, 2021, by a third-party valuation expert and was recorded following the recognition of Full Moon Telecom’s tangible assets and liabilities and $0.4 million of finite- and indefinite-lived identifiable intangible assets. Factors that contributed to the Company’s goodwill in Full Moon Telecom, LLC, included the highly skilled and technically competent workforce at Full Moon. This workforce when combined with Gibson Technical Services and IMMCO provides synergies that increase the unique portfolio of services provided to their customers and further penetrates the telecommunications market.

Upon acquisition of IMMCO, Inc., and after recording a working capital adjustment, the Company recorded $11.1 million of goodwill. Goodwill was valued as of July 28, 2021 by a third-party valuation expert and was recorded following the recognition of IMMCO Inc.’s tangible assets and liabilities and $6.4 million of finite- and -indefinite-lived identifiable intangible assets. Factors that contributed to the Company’s goodwill at IMMCO include the significant synergies added to the Company’s telecommunications segment by expanding the depth and breadth of the customer solutions provided.

Upon acquisition of Gibson Technical Services, the Company recorded $12.3 million of goodwill. Goodwill was valued as of April 13, 2021 by a third-party valuation expert and was recorded following the recognition of Gibson Technical Services’ tangible assets and liabilities and $22.8 million of finite- and indefinite-lived identifiable intangible assets. Factors that contributed to the Company’s goodwill in Gibson Technical Services (GTS) include GTS’s sterling reputation within the telecommunications industry, which when combined with the Company’s resources, provides the Company the solid platform that has helped OIG penetrate the telecommunications market and build upon to create synergies with current and future acquisitions.

During the three months ended June 30, 2022, the Company performed its annual impairment testing as of May 31, 2022, which included a quantitative analysis to determine whether the carrying value, including goodwill, exceeded the fair value for each reporting unit. Fair values of the reporting units were determined based on applying a combination of the discounted cash flow method (i.e., income approach) as well as a market approach. Significant assumptions included estimates of future cash flows, discount rates, and market information for comparable companies. The review of goodwill determined that the fair value of each of the reporting units exceeded the carrying value and thus no impairment was necessary during the quarter ended June 30, 2022.

The Company performed a second goodwill impairment analysis as of June 30, 2022 due to a 42-percent drop in the Company's stock price between May 31, 2022 and June 30, 2022, that caused an overall decrease in the Company’s market capitalization. We performed the interim impairment tests consistent with our approach for annual impairment testing, including similar models, inputs, and assumptions. As a result of the interim impairment testing, no impairment was identified as of June 30, 2022.

During the third quarter of 2022, triggering events were identified which led to performing interim goodwill and intangibles impairment testing of our reporting units as of September 30, 2022. These events included a further decrease in the Company's market capitalization, the significant loss in the Renewables segment in the third quarter of 2022, interest rate increases and limitations on accessing capital, which raised substantial doubt regarding the Company’s ability to continue as a going concern. The fair value for our reporting units for the interim testing was valued using a market approach.

The impairment assessment resulted in a conclusion that goodwill in the Electric Power and Telecommunications reporting units was impaired by $70.2 million and $25.8 million, respectively, during the three months ended September 30, 2022. The impairment assessment concluded that the fair value of the Renewables reporting unit was in excess of its carrying amount, which was negative. At December 31, 2022, all remaining goodwill is at the Orbital Solar Services operating segment as goodwill at Front Line Power Construction, LLC and Gibson Technical Service was fully impaired in Q3 2022.

During the three months ended June 30, 2022, the Company also performed an annual impairment analysis for Indefinite-lived intangible assets, which included a quantitative analysis to determine if carrying value exceeded the fair value for each asset. Fair values of the Indefinite-lived intangible assets were determined using the relief from royalty method, which included assumptions related to revenue growth rates, royalty rates, and discount rates. As a result of the annual impairment test, no impairment was identified as of June 30, 2022.

During the third quarter of 2022, an additional impairment analysis was performed over the Indefinite-lived intangible assets due to the triggering events mentioned above. As a result of the interim impairment testing, no impairment was identified as of September 30, 2022. In the fourth quarter of 2022, triggering events were identified which led to performing an additional Indefinite-lived intangibles impairment test. These events included a further decrease in the Company's market capitalization, the significant loss in the Renewables segment, interest rate increases and limitations on accessing capital, which raised substantial doubt regarding the Company's ability to continue as a going concern. The Company's intangible assets were valued using a relief from royalties method which resulted in impairment. For the year ended December 31, 2022, management concluded that Indefinite-lived intangibles were impaired by $9.3 million dollars primarily attributable to the Front Line and GTS trade names.

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

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

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

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

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

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

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

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

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

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

Two large solar projects have liquidated damages included within their customer contract which reduce their total contract values. In the event of a delay in the achievement of project milestones, the contracts specify the dollar amount of delay damages owed each day past the agreed upon milestone date. These delay liquidated damages are capped at 15% of the project contract price. During Q4 2022, the estimated completion dates on these two large solar projects were pushed passed milestone due dates in which the Company is contractually obligated to meet. As a result of these delays, the Company recorded liquidated damages as variable consideration, reducing the contract price on these two projects by a total of $17.1 million in 2022. This reduction in contract price along with additional estimated costs to complete the project resulted in a catch-up adjustment to reduce revenue recorded year-to-date by $21.4 million dollars. The customer on these two solar projects has the right to invoice for any liquidated damages on one of these projects, but as of March 31, 2023, has not yet sent an invoice for liquidated damages. Although the Company accrued for these liquidated damages in 2022, there is a possibility that some or all of the $17.1 million in liquidated damages could be reversed in future years if the customer does not invoice for these damages or if a legal settlement is reached.

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

The Company has experienced net losses, cash outflows from cash used in operating activities and a decline in share value over the past years. As of and for the year ended December 31, 2022, the Company had an accumulated deficit of $487.1 million, loss from continuing operations of $277.9 million, and net cash used in operating activities of $19.6 million. Further, as of December 31, 2022, the Company had a working capital deficit of $190.5 million, including current maturities of debt, and cash and cash equivalents of $21.5 million available for working capital needs and planned capital asset expenditures. As a result of the foregoing, the Company does not have sufficient liquidity and capital resources to meet its obligations and fund its operations for the twelve months following the issuance of these financial statements. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company has plans to access additional capital to meet its obligations for the twelve months from the date these financial statements are available to be issued. Historically, the Company has raised additional equity and debt financing to fund its expansion; refer to Note 7 — Notes Payable and Note 8 — Line of Credit. The Company has also funded some of its capital expenditures through long-term financing with lenders and other investors as also described in further detail in Note 7 — Notes Payable and Note 8 — Line of Credit. Our ability to raise the additional capital is dependent on a number of factors, including, but not limited to, the market demand for our common stock, which itself is subject to a number of business risks and uncertainties, our creditworthiness and the uncertainty that we would be able to raise such additional capital at a price that is favorable to us. As of December 31, 2022, the Company has an effective S-3 shelf registration statement for the issuance of various types of securities, including common stock, preferred stock, debt securities and/or warrants in the aggregate of up to $65.9 million. In addition, although no formal agreements exist, the company has solicited interest from various lenders to potentially raise additional term debt to restructure or refinance its existing notes.

There can be no assurance that the Company will succeed in executing these plans. If unsuccessful, the Company will not have sufficient liquidity and capital resources to repay its indebtedness when it matures, or otherwise meet its cash requirements over the next twelve months, as noted above.

Cash used in operations was approximately $19.6 million during the year ended December 31, 2022 compared to a $45.7 million use of cash in 2021. This was a decrease in the use of cash from operations of approximately $26.1 million from the year ended December 31, 2021. Overall, the change in cash used in operations is primarily the result of the loss from continuing operations, net of income taxes in 2022 and changes in assets and liabilities.

Decreased uses of cash in 2022 relate to improved cash flows in the Electric Power segment provided in large part by a full year of operations from Front Line Power. The Company believes that revenue generated by recent Telecommunications and Electric Power acquisitions will continue to improve cash flow from operating activities. The Company believes overall cash used in operations will improve through revenue growth associated with new customers and larger projects.

During 2022, in addition to the Company's net loss after non-cash items, significant factors affecting cash used in operating activities included the change in retainage receivables, trade accounts payable, accrued liabilities, and changes in contract liabilities. and contract assets. The change in retainage receivables accounted for a $7.0 million use of cash in operating activities and was due to increased retainage receivables balances from the Renewables segment. Trade accounts payable increased $30.3 million primarily related to increased costs for subcontractor labor and materials on two large Renewable projects in 2022. Accrued liabilities also increased by $19.9 million, largely due to increased labor and vendor costs in the Renewables segment. Changes in contract liabilities and contract assets were due to a $1.9 million increase in costs in excess of billings and an increase in provision for loss on contracts of $4.2 million, primarily related to the Renewables segment.

During 2021, in addition to the Company's net loss after non-cash items, significant factors affecting cash used in operating activities included the change in trade accounts receivable, accrued liabilities, and changes in contract liabilities. The change in trade accounts receivable accounted for a $19.2 million use of cash in operating activities and was due to increased trade account receivable balances from the Electric Power and Renewables segments. Accrued expenses and Accrued Compensation increased by $4.5 million primarily related to increased accrued compensation expense in 2021 related to the timing of payroll expense along with increased accrued expenses at the corporate level for interest payable on outstanding debt. Changes in contract liabilities was a source of cash due to increased billings in excess of cash at the Renewables segment.

During 2022 and 2021, the Company issued common stock as a form of payment to certain vendors, consultants, directors and employees. For the years ended December 31, 2022 and 2021, the Company recorded a total of $1.1 million greater forfeitures than stock compensations compared to $12.2 of net stock compensation in 2021. These amounts are comprised of compensation related to equity given, or to be given, to employees, directors and consultants for services provided and as payment for royalties earned net of forfeitures. The decrease in 2022 compared to 2021 was due to greater stock-based compensation in 2021 than in 2022, and a $5.2 million dollar employee restricted stock forfeiture in 2022. In addition, there was a fair value adjustment to stock appreciation rights of negative $0.3 million in 2022 compared to a fair value adjustment of $2.1 million in 2021. Stock appreciation rights were exchanged for restricted stock units in the first quarter of 2022.

In 2022 and 2021, the Company paid $0.8 million and $132.5 million cash for acquisitions, net of cash received.

During the years ended 2022 and 2021, Orbital Infrastructure Group invested $4.5 million and $7.8 million, respectively, in fixed assets. These investments typically include additions to equipment including vehicles and equipment for powerline service and maintenance, telecommunications service and maintenance, engineering and research and development, tooling for manufacturing, furniture, computer equipment for office personnel, facilities improvements and other fixed assets as needed for operations. The decrease in 2022 was due to larger costs in 2021 compared to 2022 related to start-up costs associated with the Company's Electric Power segment along with increased equipment at the Telecommunications segment. The Company anticipates further investment in fixed assets during 2023 in support of its on-going business and continued development of product lines, technologies and services.

Orbital Infrastructure Group invested $0.1 million and $0.7 million in other intangible assets during 2022 and 2021, respectively. These investments typically include capitalized website development, software for engineering and research and development and software upgrades for office personnel. The decrease in cash paid for investments in the current year primarily relates to an investment in VE Technology in 2021 compared to an investment in software developed by IMMCO and subsidiaries in 2022.

The Company paid a working capital adjustment related to the Front Line Power Acquisition of $9.5 million in 2022. In 2022 the Company recognized proceeds from notes receivable of $3.5 million compared to $0.6 million in 2021. Cash used in purchase of short-term investments was $0.5 million in 2022 compared to $1.0 million in 2021. During 2022 the Company was refunded $0.2 million on finance lease deposits compared to lease deposits paid of $0.8 million in 2021.

During the years ended December 31, 2022 and 2021, the Company issued payments of $5.1 million and $2.0 million, against finance leases of equipment. The Company had proceeds from notes payable in 2022 of $90.5 million, compared to $143.0 million in 2021. See Note 7, Notes payable for more information on the Company's notes payable. The Company made payments on notes payable of $83.2 million in 2022 and $9.9 million in 2021.

On August 19, 2021, the Company's Telecommunications segment entered into a $4.0 million variable rate line of credit agreement that was extended in November 2022 until November 2023. Interest accrues at a rate of 2.05% over the Daily Simple Secured Overnight Financing Rate ("SOFR") index rate. At December 31, 2022 the Company had an outstanding balance on the line of credit of $4.0 million and zero dollars were available for borrowing. At December 31, 2021 the Company had an outstanding balance on the line of credit of $2.5 million and $1.5 million was available for borrowing.

The Company filed an S-3 registration statement on July 17, 2020 containing a prospectus that was effective in September 2020. The Company utilized this filing in January 2021 to issue common stock for $45 million before costs. The Company filed a new S-3 shelf registration in January 2021, which, as amended, became effective in April 2021. With this filing, Orbital Infrastructure Group may from time-to-time issue various types of securities, including common stock, preferred stock, debt securities and/or warrants, up to an aggregate amount of $150 million. The Company utilized this S-3 registration to issue additional common stock in July 2021 for $38 million before costs of approximately $2.3 million for net proceeds of approximately $35.7 million. In May 2022, the Company utilized the S-3 to issue shares and prefunded warrants for $21.0 million and additional warrants with a cumulative exercise value of $21.2 million. The Company has approximately $65.9 million remaining available to issue additional securities from its shelf registration.

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

Orbital Infrastructure Group may raise additional capital needed to fund operations as well as make payment on debt obligations.

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

The Company had a net loss of $280.3 million and cash used in operating activities of $19.6 million during 2022. As of December 31, 2022, the Company's accumulated deficit is $487.1 million. The Company has supplemented its liquidity by issuing $45 million of common stock in January 2021 and $38 million of common stock in July 2021. In November 2021, the Company entered into a Credit Agreement with Alter Domus (US), LLC, as administrative agent and collateral agent and various lenders (the “Lenders”) in order to enable the Company to finance the acquisition of Front Line Power Construction, LLC (“Front Line”) (the “Acquisition”). Pursuant to the Credit Agreement, the Lenders made a Term Loan to Front Line in the initial principal amount of $105 million for the purposes of financing the Acquisition and the associated expenses. The Term Loan initially bears interest at the three-month Adjusted LIBOR Rate, plus the Applicable Margin, of which 2.5% may be paid in-kind. The Term Loan is being repaid in consecutive quarterly installments of $262,500, and commenced with payments on June 30, 2022. The Credit Agreement provides for mandatory prepayments on the occurrence of events such as sales of assets, Consolidated Excess Cash Flow and Excess Receipts during the term. The Credit Agreement provides for prepayment premiums (initially 5% on prepayments made in the first 30 months of the term, declining to 1% in the final year of the term). The Term Loan matures on November 17, 2026, subject to acceleration on Events of Default. Additionally, the Company issued two, unsecured promissory notes to the sellers of Front Line in the aggregate principle amount outstanding of $86.7 million with an original maturity date of May 17, 2022 and an interest rate of 6% per annum. The seller notes were amended in the first quarter of 2022 so that $35 million will be due in 2022 and the remaining portion of the seller notes will be due May 31, 2023. As modified on April 29, 2022 and December 30, 2022, $20 million was paid on May 6, 2022, $15 million is due on or before April 1, 2023 and the remaining balance is due on May 31, 2023.

At December 31, 2022, and 2021 the Company had cash and cash equivalents balances of $21.5 million and $26.9 million. At December 31, 2022 and 2021, the Company had $3.0 million and $2.3 million, respectively, of cash and cash equivalents balances at domestic financial institutions that were covered under the FDIC insured deposit programs and $0.3 million and $0.4 million, respectively, of cash and cash equivalents covered at foreign financial institutions. At December 31, 2022 and 2021, the Company held $1.6 million and $2.1 million, respectively, in foreign bank accounts.

The following tables present our contractual obligations as of December 31, 2022:

As of December 31, 2022, the Company had an accumulated deficit of $487.1 million.

The Company expects the revenues from its continuing operations to cover operating expenses for the next twelve months of operations. However, in the short-term, the Company is working to restructure its debt in order to extend payment of its current debt obligations over a longer duration.

The Company may enter into guarantee arrangements in the normal course of business to facilitate commercial transactions with third parties. As of December 31, 2022, the Company is an indemnitor on nine surety bonds and had three letters of credit off-balance sheet for a total dollar value of approximately $16.8 million. Two bonds were with the Renewables segment for a total of $14.9 million dollars for two construction projects. At the Electric Power segment there were three bonds totaling $0.4 million for various unit-based construction jobs. The Company held three off-balance sheet letters of credit as of December 31, 2022. The Telecommunications segment had a letter of credit for $0.4 million, the Renewables segment for $0.6 million and the Other segment for $0.4 million. The Company does not expect any liability associated with these off-balance sheet arrangements.

The following tables set forth, for the periods indicated, Revenue and income (loss) from operations by segment:

Revenues in 2022 are primarily attributable to newly acquired entities and increased revenues in the Renewables segment. Net revenues for the year ended December 31, 2022 were greater than in 2021 due to continued growth in the Telecommunications and Electric Power segments along with progress made in two large solar projects. Revenues will fluctuate generally around the timing of customer project delivery schedules.

The Electric Power segment held unaudited backlogs of customer orders of approximately $229.4 million as of December 31, 2022 and $207.7 million at December 31, 2021. The Renewables segment held unaudited backlogs of customer orders of approximately $34.1 million as of December 31, 2022 compared to $121.4 million as of December 31, 2021. Telecommunications, had unaudited backlogs of customer orders of approximately $199.0 million compared to $194.5 million as of December 31, 2021. The difference between the total Non-GAAP backlog and remaining performance obligations relates to certain Master Service Agreement Backlog that does not meet the GAAP definition of performance obligations.

For the year ended December 31, 2022, the cost of revenues as a percentage of revenue increased to 100.2% from 94.8% during 2021. Although the Company experienced improved margins in the electric power and telecommunications segments, margins in the renewables segment were negatively impacted by poor performance and higher than expected cost of sales related to two large solar projects which included recording delay liquidated damages that reduced the contract prices on these jobs. When combined, this resulted in an increase in cost of revenues as a percentage of revenue year over year. Margins will vary based upon the mix of work provided, proprietary technology included in projects, contract labor necessary to complete projects, and the competitive markets in which the Company competes.

Selling, General and Administrative (SG&A) expenses includes such items as wages, consulting, general office expenses, and costs of being a public company including legal and accounting fees, insurance and investor relations.

During the year ended December 31, 2022, SG&A decreased $2.6 million compared to the year ended December 31, 2021. The decrease in SG&A for the twelve month period was primarily due to decreased SG&A costs in the Renewables segment due to the $5.2 million restricted stock forfeiture related to a Renewables' Executive termination in Q1 2022 and higher stock-based compensation in the year ended December 31, 2021 as compared to the year ended December 31, 2022 due to the restricted stock vesting expense recorded in 2021 on the restricted stock that was subsequently forfeited in the first quarter of 2022. Additionally, in 2021 there were higher SG&A expenses around strategic initiatives which included increased professional fees and costs associated with due diligence activities related to acquisitions.

SG&A decreased to 14.7% of total revenue in 2022 compared to 60.3% of total revenue during the year ended December 31, 2021 due to economies of scale on 288.5% higher consolidated revenues, and the factors described above.

(1) For the year ended December 31, 2021, depreciation and amortization totals included $1.6 million that were classified in income from discontinued operations on the Consolidated Statements of Operations in the Other segment, with no such amounts in 2022. For the years ended December 31, 2022 and 2021, depreciation and amortization totals included $13.8 million and $4.5 million, respectively that were classified as cost of revenues in the Consolidated Statements of Operations.

The depreciation and amortization expenses are associated with depreciating buildings, furniture, vehicles, equipment, software and other intangible assets over the estimated useful lives of the related assets.

Depreciation and amortization expense in the year ended December 31, 2022 was up compared to 2021 primarily due to the amortization of Telecommunications and Electric Power segment acquisition intangibles and depreciation of equipment used by Telecommunications and Electric Power segments.

Provision for bad debt in 2022 represented less than 1% of total revenues and related to miscellaneous trade receivables, which the Company had either recorded an allowance for doubtful collections of the receivable or for which the Company had determined the balance to be uncollectible. The provision for bad debt decreased in 2022 compared to 2021 as the 2021 provision for bad debt primarily related to accounts receivable write-offs on the Renewables segment's customer balances that were deemed to be uncollectible.

Other income (expense) changes contributing to increased expenses were liquidated damages incurred on the Company's investor held debt in 2022. Losses were slightly offset by rental income in the year-to-date period. See Note 7 - Notes Payable for more information on the liquidated damages on debt.

The Company incurred $37.8 million and $8.3 million of interest expense during 2022 and 2021, respectively. Interest expense is for interest on the short-term and long-term notes payable including syndicated debt agreement, seller-financed notes, non-recourse payable agreements, convertible note payable, insurance financing notes, secured promissory note, and lines of credit. The increased interest expense in 2022 is related to interest on debt acquired in the Front Line Power Construction acquisition in late November 2021. Also contributing to the increase in interest expense is the increase in the variable rate on the Company's $104.5 million Syndicated debt that increased from 13.50% at inception to 17.15% in 2022.

In 2022, the Company recorded total losses on extinguishments of $31.3 million. Of this amount, $28.5 million related to loan modifications and loans refinanced of which $26.2 million was related to the seller financed notes payable with the sellers of Front Line Power Construction, LLC. See Note 7 - Notes Payable for more information on the Company's seller financed notes payable.

The remaining portion of losses on extinguishment were due to the Company's payment of debt with its common stock. Any discounts the Company gives to the investor on its common stock is recorded as a loss on extinguishment. In 2022, the Company issued 20,297,993 shares to this investor for $15.9 million, which included a $2.8 million loss on extinguishment.

As part of the purchase of Front Line, the Company paid the sellers, Tidal Power and Kurt Johnson, a certain number of shares of restricted stock. To the extent that if the value of the shares previously issued to Tidal Power were less than $4.00 per share upon expiration of the restriction period, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period so that the value of his stock consideration is no less than $17,635,228, which is equal to $4.00 per common share. In 2022, fair value adjustments to these financial instrument liabilities were $16.9 million of losses.

In conjunction with the Company issuing $105 million of debt to a syndicate of lenders, the Company committed to issuing 1,690,677 shares of stock to the lenders in the syndicate in a subscription agreement. Included in the subscription agreement is a provision that provides for additional shares to be issued to the lenders of the syndicate if the Company issues shares of common stock in an offering at a price lower than $2.36 per share amount ("the reference price"), for the shares initially issued to the lenders in the syndicate. This financial instrument was valued as a put option using the Black Scholes option pricing model. Unobservable inputs include volatility, exercise price, and time to expiration. The put expires at the maturity of the Company's seller notes. In 2022, there were five separate issuances via the financial instrument for a total of 25.0 million shares. The updated reference price as of December 31, 2022 was $0.15. In 2022, fair value adjustments to this financial instrument liability were $7.4 million of losses.

We account for warrants for shares of the Company's common stock that are not indexed to our own stock as liabilities at fair value on the balance sheet. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized in our statement of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Warrants issued in connection with Company's offering has been measured based on the Black Scholes Option Pricing Model. In 2022, fair value adjustments to warrant liabilities were $11.1 million.

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

In 2022, net tax expense of $0.8 million, was recorded to the income tax provision from continuing operations for the year ended December 31, 2022 resulting in an effective tax rate of (0.31%) compared to a $10.5 million tax benefit from continuing operations for the year ended December 31, 2021 and an effective tax rate of 17.4%. For the year ended December 31, 2022, the income tax expense primarily represents state minimum and foreign taxes. For the year ended December 31, 2021, the income tax benefit primarily represents a decrease in the U.S. valuation allowance as a result of the GTS acquisition. As of December 31, 2022, we have federal and state net operating loss carryforwards of approximately $192.9 million and $0.9 million respectively, and for which the federal and state net operating loss carry-forwards will expire between 2027 and 2038, with the exception of $34.1 million of federal net operating loss carryforwards that are not subject to expiration.

The Company had a loss from continuing operations, net of income taxes of $277.9 million for the year ended December 31, 2022 compared to a loss of $49.8 million in 2021. The increased loss from continuing operations, net of income taxes was attributable in part to an over $55.0 million loss on two utility scale solar projects which were nearing completion as of December 31, 2022. In addition, the Company recorded $109.6 million of impairments of goodwill and intangible assets in 2022. There was also a $29.5 million increase in interest expense compared to 2021, primarily related to debt financing of 2021 acquisitions. Loss on extinguishment of debt of $31.3 million was recognized, largely due to a loan modification in the first quarter of 2022 on the Front Line Seller Financed notes payable. Lastly, unfavorable changes in financial instruments resulted in a $13.4 million dollar loss in 2022.

The Company had loss from discontinued operations, net of income taxes of $2.3 million for the year ended December 31, 2022 compared to a loss of $11.4 million in 2021. The decrease in loss from discontinued operations is primarily due to an impairment recognized at Orbital UK in 2021 that wrote down Orbital UK to its expected sales price. Orbital UK was sold in 2022 and the VE Technology asset of the Company's North America Orbital Gas subsidiary remains held for sale at December 31, 2022.

The Company had a net loss of $280.3 million for the year ended December 31, 2022 compared to a net loss of $61.2 million for the year ended December 31, 2021. The increased consolidated net loss was attributable to $109.6 million dollars of impairment recognized in 2022 on goodwill and intangible assets driven in part by a large stock price decrease in 2022. In addition, two utility scale solar projects resulted in large losses in 2022 related to delays, additional subcontractor labor related to rework, and other costs beyond original estimates that eroded the margins on these jobs, resulting in an over $55 million dollar loss. Loss on extinguishment of debt and losses on financial instruments also contributed to the greater loss.

Information on recently adopted and recently issued accounting standards is included in Note 2 Summary of Significant Accounting Policies - Recent Accounting Pronouncements, to the Consolidated Financial Statements under Part II, Item 8, ‘‘Financial Statements and Supplementary Data.’’

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

Interest Rate Risk. We are exposed to interest rate risk with respect to our fixed-rate and variable-rate debt. Fluctuations in interest rates exposes us to the risk that we may need to refinance debt at higher rates at each instrument’s respective maturity date. Fluctuations in interest rates impact interest expense from our variable-rate debt. At December 31, 2022, 56% of our debt portfolio, on a gross basis, incurred interest at a fixed-rate and the remaining 44% of the portfolio incurred interest at a variable-rate.

As of December 31, 2022, the gross value of our fixed-rate debt was $152.2 million, which consisted primarily of our seller financed notes payable and notes payable with an institutional investor.

As of December 31, 2022, the gross value of our variable-rate debt consisted of $114.7 million outstanding under our syndicated debt and $4.0 million line of credit. The stated interest rate on our syndicated debt as of December 31, 2022 was 17.15%, and the Interest rate on the line of credit was 2.05% over the Daily Simple Secured Overnight Financing Rate ("SOFR") index rate. Based on these borrowings outstanding as of December 31, 2022, we estimate that a 1% increase or decrease in interest rates would impact annual interest expense by approximately $1.2 million.

For additional information about our debt obligations, refer to Note 7 - Notes Payable.

The Company conducts continuing operations in one principal currency: the U.S. dollar. This currency operates as the functional currency for the Company’s U.S. operations. Cash is managed centrally within the region with net earnings invested in the U.S. and working capital requirements met from existing U.S. intercompany liquid funds.

The Company has limited exposure to foreign currencies. Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of earnings and balance sheets from functional currency to the Company’s reporting currency, the U.S. dollar, for consolidation purposes. As currency exchange rates fluctuate, translation of our Statements of our foreign operations into U.S. dollars affects the comparability of revenues and operating expenses between years.

Revenues and operating expenses are primarily denominated in US dollars, the currency in which the majority of our continuing operations are located, which is in the U.S. We have limited operations in India, Australia and Europe. Our consolidated results of operations and cash flows are, therefore, subject to limited fluctuations due to changes in foreign currency exchange rates and is not expected to be adversely affected in the future by changes in foreign exchange rates.

To date, we have not entered into any hedging arrangements with respect to foreign currency risk and have limited activity with forward foreign currency contracts or other similar derivative instruments.

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

The Company has trade receivable and revenue concentrations with large customers. See Note 15 of the Company's financial statements for more information on the Company's concentration risks.

~~This Amendment No. 1 ("Form 10-K/A") to our Annual report on Form 10-K for the year ended~~InfrastructureGroup, Inc.

Consolidated Balance Sheets

As of December 31, ~~2021 (the "Original Filing"), filed with~~


(In thousands, except share and per share amounts)	2022			2021
Assets:
Current Assets:
Cash and cash equivalents	$	21,489		$	26,865
Restricted cash - current portion		123			150
Trade accounts receivable, net of allowance		52,652			48,752
Inventories		1,691			1,335
Contract assets		13,917			7,478
Notes receivable, current portion		1,442			3,536
Prepaid expenses and other current assets		7,840			6,919
Assets held for sale, current portion		3,198			6,679
Total current assets		102,352			101,714

Property and equipment, less accumulated depreciation		22,930			29,638
Investment		1,063			1,063
Right of use assets - Operating leases		16,588			18,247
Right of use assets - Financing leases		8,394			14,702
Goodwill		7,006			100,899
Other intangible assets, net		111,134			142,656
Restricted cash, noncurrent portion		486			1,026
Note receivable		—			836
Deposits and other assets		1,618			1,558
Total assets	$	271,571		$	412,339

Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts payable	$	41,333		$	10,111
Notes payable, current		144,708			72,774
Line of credit		4,000			2,500
Operating lease obligations - current portion		4,540			4,674
Financing lease obligations - current portion		5,316			4,939
Accrued expenses		39,065			28,301
Contract liabilities		10,218			6,503
Financial instrument liability, current portion		43,693			825
Liabilities held for sale, current portion		—			4,367
Total current liabilities		292,873			134,994

Financial instrument liability, noncurrent portion		536			—
Warrant liabilities		1,777			—
Deferred tax liabilities		—			260
Notes payable, less current portion		100,528			156,605
Operating lease obligations, less current portion		12,350			13,555
Financing lease obligations, less current portion		7,673			9,939
Contingent consideration		570			720
Total liabilities		416,307			316,073

Commitments and contingencies

Stockholders' Equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at December 31, 2022 or December 31, 2021		—			—
Common stock, par value $0.001; 325,000,000 shares authorized; 157,884,024 shares issued and 157,530,961 shares outstanding at December 31, 2022 and 82,259,739 shares issued and 81,906,676 shares outstanding at December 31, 2021		158			82
Additional paid-in capital		347,357			311,487
Treasury stock at cost; 353,063 shares held at December 31, 2022 and December 31, 2021		(413	)		(413	)
Accumulated deficit		(487,121	)		(210,934	)
Accumulated other comprehensive loss		(691	)		(3,995	)
Total Orbital Energy Group, Inc.'s stockholders' equity		(140,710	)		96,227
Noncontrolling interest		(4,026	)		39
Total stockholders' equity		(144,736	)		96,266
Total liabilities and stockholders' equity	$	271,571		$	412,339

See accompanying notes to consolidated financial statements

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Orbital Infrastructure Group, Inc.

Consolidated Statements of Operations

For the ~~U.S. Securities~~Years Ended December 31,

(In thousands, except share and per share amounts)
	2022			2021
Revenues	$	322,217		$	82,948
Cost of revenues		328,318			78,630
Gross profit		(6,101	)		4,318
Operating expenses:
Selling, general and administrative expense		47,428			50,024
Depreciation and amortization		20,060			6,762
Impairment of goodwill and intangible assets		109,586			—
Impairment of financing leased assets		4,467			—
Provision for bad debt		(26	)		346
Other operating (income) expenses		(39	)		(23	)
Total operating expenses		181,476			57,109
Loss from operations		(187,577	)		(52,791	)

Gain (loss) on extinguishment of debt		(31,258	)		365
Gain (loss) on financial instruments		(24,487	)		33
Gain on warrant liabilities		11,085			—
Other income (expense)		(7,039	)		379
Interest expense		(37,813	)		(8,337	)
Loss from continuing operations before taxes		(277,089	)		(60,351	)
Income tax expense (benefit)		846			(10,508	)
Loss from continuing operations, net of income taxes		(277,935	)		(49,843	)
Discontinued operations (Note 2)
Loss from operations of discontinued businesses		(2,317	)		(12,705	)
Income tax benefit		—			(1,334	)
Loss from discontinued operations, net of income taxes		(2,317	)		(11,371	)
Net loss		(280,252	)		(61,214	)
Less: net income (loss) attributable to noncontrolling interest		(4,065	)		39
Net loss attributable to Orbital Infrastructure Group, Inc.	$	(276,187	)	$	(61,253	)

Basic and diluted weighted average number of shares outstanding		108,313,369			58,348,489
Loss from continuing operations per common share - basic and diluted	$	(2.53	)	$	(0.86	)
Loss from discontinued operations per common share - basic and diluted	$	(0.02	)	$	(0.19	)
Loss per common share - basic and diluted	$	(2.55	)	$	(1.05	)

See accompanying notes to consolidated financial statements

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Orbital Infrastructure Group, Inc.

Consolidated Statements of Comprehensive Income and ~~Exchange Commission (the "SEC") on March~~(Loss)

For the Years Ended December 31, ~~2022, is being filed for the purpose~~

(In thousands)

	2022			2021
Net loss	$	(280,252	)	$	(61,214	)
Other comprehensive income (loss)
Foreign currency translation adjustment		(304	)		411
Reclassification adjustment upon sale of Orbital U.K.		3,608			—
Other comprehensive income (loss)		3,304			411
Comprehensive loss		(276,948	)		(60,803	)

See accompanying notes to consolidated financial statements

Table of amending and restating in its entirety, the Exhibit Index following Part IV, Item 16 of the Original Filing (the "Exhibit Index") to include the required exhibits which inadvertently were not incorporated by reference as previously-filed Exchange Act exhibits or include a reference to the date. This Amendment also corrects a scriveners error in the typed name below Nicholas M. Grindstaff ‘s executed signature to conform to his name. Contents

Orbital Infrastructure Group, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the Years Ended December 31,

(In ~~addition, pursuant~~thousands, except share amounts)

																						Accumulated
							Additional															Other				Total OIG								Total
	Common Stock						Paid-in			Treasury Stock								Accumulated				Comprehensive				Stockholders'				Non-controlling				Stockholders'
	Shares			Amount			Capital			Shares				Amount				Deficit				Income (Loss)				Equity				Interest				Equity
Balance, January 1, 2021		31,029,642		$	31		$	171,616			(353,063	)		$	(413	)		$	(149,681	)		$	(4,406	)		$	17,147			$	—			$	17,147
Issuance of common stock via equity raises		25,966,515			26			78,020			—				—				—				—				78,046				—				78,046
Common stock issued for acquisitions		18,653,576			18			36,917			—				—				—				—				36,935				—				36,935
Common stock issued and issuable for compensation, services and royalty payments		1,891,056			2			12,155			—				—				—				—				12,157				—				12,157
Common stock issued to lenders for OID for $105 million debt		1,636,651			2			3,811			—				—				—				—				3,813				—				3,813
Common stock issued for debt repayment		3,082,299			3			8,968			—				—				—				—				8,971				—				8,971
Net loss		—			—			—			—				—				(61,253	)			—				(61,253	)			39				(61,214	)
Other comprehensive loss		—			—			—			—				—				—				411				411				—				411
Balance, December 31, 2021		82,259,739		$	82			311,487			(353,063	)			(413	)			(210,934	)			(3,995	)			96,227				39				96,266

Common stock issued for acquisition		125,000			—			146			—				—				—				—				146				—				146
Issuance of common stock via equity raises		20,194,537			20			3,935			—				—				—				—				3,955				—				3,955
Issuance of common stock upon exercise of pre-funded warrants, net		7,153,847			7			6,932			—				—				—				—				6,939				—				6,939
Common stock issued for debt repayment		20,297,993			21			15,916			—				—				—				—				15,937				—				15,937
Common stock issued to lenders for OID and based on a new reference price on subscription agreement		24,963,451			25			7,642			—				—				—				—				7,667				—				7,667
Common stock issued and issuable for compensation, services and royalty payments		2,889,457			3			1,299			—				—				—				—				1,302				—				1,302
Net loss		—			—			—			—				—				(276,187	)			—				(276,187	)			(4,065	)			(280,252	)
Other comprehensive income (loss)		—			—			—			—				—				—				3,304				3,304				—				3,304
Balance, December 31, 2022		157,884,024	—	$	158	—	$	347,357	—		(353,063	)	—	$	(413	)	—	$	(487,121	)	—	$	(691	)	—	$	(140,710	)	—	$	(4,026	)	—	$	(144,736	)

See accompanying notes to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. These certifications are attached to this Amendment No. 1 as Exhibits 31.1 and 31.2. Because noconsolidated financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, we are not including the certificate under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment No. 1.

Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures in the Original Filing. This Amendment No. 1 speaks only as of the Original Filing Date, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings.

~~TABLE OF CONTENTS~~

	~~Page No.~~
~~PART IV~~
~~Item 15. Exhibits, Financial Statement Schedules~~	4
~~SIGNATURES~~	7

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Orbital Infrastructure Group, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31,

(In thousands)

	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(280,252	)	$	(61,214	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		15,371			5,208
Amortization of intangibles		18,468			7,702
Amortization of debt discount		11,037			3,392
Loss (gain) on extinguishment of debt and loan modifications		31,258			(1,134	)
Gain on disposal of assets		(154	)		(26	)
Gain on sale of businesses		(299	)		—
Amortization of note receivable discount		(63	)		(319	)
Stock-based compensation and expense		(1,144	)		12,168
Fair value adjustment to liability for stock appreciation rights		(269	)		2,054
Fair value adjustment to financial instrument liabilities		24,487			(33	)
Fair value adjustment to warrant liabilities		(11,085	)		—
Provision for bad debt		(8	)		343
Deferred income taxes		(347	)		(10,878	)
Non-cash unrealized foreign currency (gain) loss		(7	)		492
Liquidated damages from debt		7,969			—
Impairment of goodwill and intangible assets		109,586			—
Impairment of financing leased assets		4,467			—
Impairment of assets held for sale		—			9,185
Inventory reserve		(9	)		(350	)

Change in operating assets and liabilities, net of acquisition:
Trade accounts receivable		(1,844	)		(19,173	)
Inventories		58			(425	)
Contract assets		(5,086	)		(296	)
Prepaid expenses and other current assets		3,540			41
Right of use assets/lease liabilities, net of acquisitions:		234			49
Deposits and other assets		(39	)		(24	)
Increase (decrease) in operating liabilities:
Accounts payable		30,269			(38	)
Accrued expenses		19,905			4,540
Contingent consideration		(150	)		—
Contract liabilities		4,482			3,060
NET CASH USED IN OPERATING ACTIVITIES		(19,625	)		(45,676	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash received		(773	)		(132,518	)
Cash paid for working capital adjustment on Front Line Power acquisition		(9,500	)		—
Purchases of property and equipment		(4,511	)		(7,779	)
Deposits on financing lease property and equipment/ proceeds from deposits		158			(762	)
Proceeds from sale of businesses, net of cash included in business		1,027			—
Proceeds from sale of property and equipment		485			141
Purchase of other intangible assets		(99	)		(705	)
Purchase of investments		(469	)		(1,025	)
Proceeds from notes receivable		3,500			621
NET CASH USED IN INVESTING ACTIVITIES		(10,182	)		(142,027	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit		4,250			3,250
Payments on line of credit		(2,750	)		(1,191	)
Payments on financing lease obligations		(5,090	)		(1,995	)
Proceeds from notes payable, net of debt discounts and issuances costs		90,522			143,045
Payments on notes payable		(83,162	)		(9,941	)
Proceeds from sales of common stock and warrants		20,395			78,046
NET CASH PROVIDED BY FINANCING ACTIVITIES		24,165			211,214

Effect of exchange rate changes on cash		(301	)		6
Net (decrease) increase in cash, cash equivalents and restricted cash		(5,943	)		23,517
Cash, cash equivalents and restricted cash at beginning of year		28,041			4,524
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR	$	22,098		$	28,041

See accompanying notes to consolidated financial statements

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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
For the Years Ended December 31, 2022 and 2021
	2022		2021
Income taxes paid (net refunded)	$	336	$	(316	)
Interest paid	$	26,584	$	2,257
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash investment in acquisitions including seller notes, equity issued and contingent consideration	$	146	$	123,457
Financing note payable issued for payment on certain insurance policies	$	4,761	$	2,854
Equipment purchased with debt	$	969	$	138
Accrued property and equipment purchases at December 31	$	9	$	404

See accompanying notes to consolidated financial statements

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~~Part IV~~Orbital Infrastructure Group, Inc.

Notes to Consolidated Financial Statements

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

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

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

IMMCO, Inc. (acquired July 28, 2021), which includes two Indian subsidiaries and is an Atlanta-based, full-service telecom engineering and network design company providing diversified engineering services and customized software solutions to a global customer base since 1992.

Full Moon Telecom, LLC (acquired October 22, 2021) a Florida-based telecommunications service provider that offers an extensive array of wireless service capabilities and experience including Layer 2/Layer3 Transport, Radio Access Network (“RAN”) Integration, test and turn-up of Small Cell systems and Integration/Commissioning of Distributed Antenna (“DAS”) systems.

Coax Fiber Solutions, LLC (acquired March 7, 2022), is based in Loganville, Georgia. Founded in 2016, Coax Fiber Solutions is a GDOT Certified contractor specializing in Aerial Installation, directional drilling, trenching, plowing, and missile crews for telecommunications, power, gas, water, CCTV, ATMS, and traffic signal cable installation.

The Renewables segment consists of Orbital Solar Services based in Raleigh, North Carolina. Orbital Solar Services provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility-scale solar construction. The Company serves a wide variety of project types, including commercial, substation, solar farms and public utility projects. Orbital Solar Services entered into an agreement in 2021 to form OSS-JPOW Solar Services, LLC (OSS-JPOW), a partnership with Jingoli Power, LLC. OSS-JPOW is considered a Variable Interest Entity (VIE) to Orbital Solar Services.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

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Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Orbital Infrastructure Group, Inc. and its wholly owned subsidiaries Front Line Power Construction, LLC, Orbital Power, Inc., Eclipse Foundation Group, Orbital Solar Services, Gibson Technical Services, Inc., and GTS's wholly owned subsidiaries, IMMCO, Inc., Full Moon Telecom, LLC, and Coax Fiber Solutions, LLC, hereafter referred to as the ‘‘Company.’’ Additionally, the following wholly owned subsidiaries are included in these financial statements as discontinued operations: Orbital Gas Systems, Ltd. and Orbital Gas Systems, North America, Inc. Intercompany accounts and transactions have been eliminated in consolidation.

Variable Interest Entity

Orbital Solar Services entered into an agreement in 2021 to form OSS-JPOW Solar Services, LLC (OSS-JPOW), a partnership with Jingoli Power, LLC. Orbital Solar Services holds a controlling interest in OSS-JPOW and the portions of OSS-JPOW’s net earnings and equity not attributable to Orbital Solar Service’s controlling interest are shown separately as noncontrolling interests in the consolidated statements of operations and consolidated balance sheets. OSS-JPOW is considered a Variable Interest Entity ("VIE") to Orbital Solar Services. At 12/31/2022, OSS-JPOW had $10.6 million dollars of assets and $68.2 million dollars of liabilities on their balance sheet.

Orbital Solar Services, through its controlling interest in OSS-JPOW, has the contractual power to direct the activities that significantly affect the economic performance of OSS-JPOW and the obligation to absorb losses or the right to receive benefits that could be significant to OSS-JPOW; therefore, Orbital Solar Services is considered the primary beneficiary and consolidates OSS-JPOW. The VIE has been jointly financed by the Company and JPOW. For the years ended December 31, 2022 and 2021, a $54.5 million loss and $0.1 million of income was attributable to OSS-JPOW with a $4.1 million dollar loss and $39 thousand of income allocated to non-controlling interest.

Company Conditions and Sources of Liquidity

The Company has experienced net losses, cash outflows from cash used in operating activities and a decline in share value over the past years. As of and for the year ended December 31, 2022, the Company had an accumulated deficit of $487.1 million, loss from continuing operations of $277.9 million, and net cash used in operating activities of $19.6 million. Further, as of December 31, 2022, the Company had a working capital deficit of $190.5 million, including current maturities of debt, and cash and cash equivalents of $21.5 million available for working capital needs and planned capital asset expenditures. As a result of the foregoing, the Company does not have sufficient liquidity and capital resources to meet its obligations and fund its operations for the twelve months following the issuance of these financial statements. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company has plans to access additional capital to meet its obligations for the twelve months from the date these financial statements are available to be issued. Historically, the Company has raised additional equity and debt financing to fund its expansion; refer to Note 7 — Notes Payable and Note 8 — Line of Credit. The Company has also funded some of its capital expenditures through long-term financing with lenders and other investors as also described in further detail in Note 7 — Notes Payable and Note 8 — Line of Credit. Our ability to raise the additional capital is dependent on a number of factors, including, but not limited to, the market demand for our common stock, which itself is subject to a number of business risks and uncertainties, our creditworthiness and the uncertainty that we would be able to raise such additional capital at a price that is favorable to us. As of December 31, 2022, the Company has an effective S-3 shelf registration statement for the issuance of various types of securities, including common stock, preferred stock, debt securities and/or warrants in the aggregate of up to $65.9 million. In addition, although no formal agreements exist, the company has solicited interest from various lenders to potentially raise additional term debt to restructure or refinance its existing notes.

There can be no assurance that the Company will succeed in executing these plans. If unsuccessful, the Company will not have sufficient liquidity and capital resources to repay its indebtedness when it matures, or otherwise meet its cash requirements over the next twelve months, as noted above.

Discontinued Operations and Sales of Businesses

As part of the Company’s stated strategy to transform Orbital Infrastructure Group into a diversified energy infrastructure services platform serving North American energy customers, the Company’s board of directors made the decision to divest of its Orbital Gas subsidiaries. The Orbital Gas subsidiaries provide proprietary gas measurement and sampling technologies and the integration of process control and measuring/sampling systems. They are legacy businesses that are not part of the Company’s strategy of building an infrastructure services company serving the electric power, telecommunications and renewable markets. The disposition of the Orbital Gas subsidiaries will facilitate the Company’s restructuring and cost savings initiatives and are intended to realign and simplify its business structure and better position the Company for future growth and improved profitability. In the fourth quarter of 2021, the Company recorded a $9.2 million impairment related to its U.K. operations to write the value of its investment in the U.K. operations to its expected realizable value of 3 million GBP ($4.1 million at December 31, 2021). The Company's U.K. operations were divested in May 2022 and most of the assets of the North American operations were divested in the third quarter of 2022. At December 31, 2022, the remaining assets held for sale were the Company's VE Technology intellectual property and certain fixed assets at Eclipse Foundation Group. Income from discontinued operations and assets and liabilities held for sale are included in the Company's statement of operations and balance sheet and are described below.

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Selected data for these discontinued businesses consisted of the following:

Reconciliation of the Major Classes of Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations That Are Presented in the Statement of Operations

(In thousands)

	For the Year
	Ended December 31,

Major classes of line items constituting pretax loss of discontinued operations	2022			2021

Revenues	$	7,617		$	19,855
Cost of revenues		(6,090	)		(14,193	)
Selling, general and administrative expense		(4,130	)		(8,550	)
Depreciation and amortization		—			(1,638	)
Research and development		—			(2	)
(Provision) credit for bad debt		(18	)		3
Impairment of assets held for sale		—			(9,185	)
Gain on extinguishment of PPP loan		—			779
Interest expense		(13	)		(2	)
Other income		18			228
Pretax loss of discontinued operations related to major classes of pretax loss		(2,616	)		(12,705	)
Pretax gain on sale of Orbital U.K.		299			—
Total pretax loss on discontinued operations		(2,317	)		(12,705	)
Income tax benefit		—			(1,334	)

Total loss from discontinued operations	$	(2,317	)	$	(11,371	)

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Reconciliation of the Carrying Amounts of Major Classes of Assets and Liabilities of the Discontinued Operation to Total Assets and Liabilities of the Disposal Group Classified as Held for Sale

	As of December 31,		As of December 31,
(In thousands)	2022		2021

Carrying amounts of the major classes of assets included in discontinued operations:

Trade accounts receivables	$	—	$	2,996
Inventories		—		530
Prepaid expenses and other current assets		—		114
Contract assets		—		1,141
Assets held for sale, current portion		—		4,781
Property and equipment		1,385		42
Other intangible assets		1,813		1,813
Deposits and other assets		—		43
Assets held for sale, noncurrent portion		3,198		1,898
Total assets of the disposal group classified as held for sale	$	3,198	$	6,679

Carrying amounts of the major classes of liabilities included in discontinued operations:

Accounts payable	$	—	$	1,657
Contract liabilities		—		1,414
Operating lease obligations, current portion		—		76
Accrued expenses		—		1,126
Liabilities held for sale, current portion		—		4,273
Operating lease obligations, less current portion		—		85
Other long-term liabilities		—		9
Liabilities held for sale, noncurrent portion		—		94
Total liabilities held for sale	$	—	$	4,367

The assets and liabilities of the disposal group, which included the U.K. and North America Gas subsidiaries, and certain fixed assets of the Eclipse Foundation Group classified as held for sale are classified as current on the December 31, 2022 and December 31, 2021 balance sheets because of the expectation that the sales will occur within one year of the balance sheet date.

Net cash used by operating activities of discontinued operations for 2022 and 2021 was $0.6 million and $3.2 million, respectively.

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Net cash provided by investing activities of discontinued operations for 2022 and 2021 was $1.0 million and zero, respectively.

Fair Value of Financial Instruments

Accounting Standards Codification (‘‘ASC’’) 820 ‘‘Fair Value Measurements and Disclosures’’ (‘‘ASC 820’’) defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles in the U.S., and enhances disclosures about fair value measurements. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the firsttwo are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

•

Level 1 – Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the reporting date.

•

Level 2 – Pricing inputs are quoted for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes assets or liabilities valued at quoted prices adjusted for legal or contractual restrictions specific to these investments.

•

Level 3 – Pricing inputs are unobservable for the assets or liabilities; that is, the inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The Company determines when a financial instrument transfers between levels based on management’s judgment of the significance of unobservable inputs used to calculate the fair value of the financial instrument.

Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, investment, note receivable, accounts receivable, contract assets, prepaid expense and other assets, accounts payable, accrued liabilities, contract liabilities, and other current liabilities reflected in the accompanying consolidated balance sheet approximate fair value at December 31, 2022 and 2021 due to the relatively short-term nature of these instruments. At December 31, 2022, and 2021 the carrying value of the notes payable, including the Company's Front Line Power seller notes (Carrying value of $68.8 million at December 31, 2022), and syndicated term note debt (carrying value of $97.1 million at December 31, 2022), net of original issue discounts, that was issued in November 2021, approximate fair value based on current market conditions. The syndicated debt and seller financed debt include financial instruments that are valued at fair value at December 31, 2022 and 2021. See Note 3 for fair value of financial instruments.

Cash and Cash Equivalents

Cash includes deposits at financial institutions with maturities of three months or less. The Company at times has cash in banks in excess of FDIC insurance limits and places its temporary cash investments with high credit quality financial institutions. The Company considers all highly liquid marketable securities with maturities of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents include money market funds, certificates of deposit and commercial paper. At December 31, 2022 and 2021, the Company had $2.6 million and $2.3 million, respectively, of cash and cash equivalents balances at domestic financial institutions that were covered under the FDIC insured deposits programs and $0.3 million and $0.4 million, respectively, at foreign financial institutions covered internationally. At December 31, 2022 and 2021, the Company held $1.6 million and $2.1 million respectively, in foreign bank accounts. In addition to the Company's unrestricted cash and cash equivalents at December 31, 2022 and 2021, the Company has $0.1 million and $0.2 million of current restricted cash and $0.5 million and $1.0 million, respectively, of long-term restricted cash on its balance sheet related to contract guarantees. Restricted cash is combined with other cash and cash equivalents in reconciling the change in cash on the Company's Consolidated Statements of Cash Flows.

(In thousands)	As of December 31,
	2022		2021
Cash and cash equivalents at beginning of year	$	26,865	$	3,046
Restricted cash at beginning of year		1,176		1,478
Cash, cash equivalents and restricted cash at beginning of year	$	28,041	$	4,524

Cash and cash equivalents at end of year	$	21,489	$	26,865
Restricted cash at end of year		609		1,176
Cash, cash equivalents and restricted cash at end of year	$	22,098	$	28,041

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Notes Receivable

At December 31, 2021, the Company had a note receivable from Back Porch International that was originated as part of the divestiture of the Company's electromechanical components business. The note had an original stated value of $5 million, and is presented on the balance sheet as of December 31, 2021 at its present value of $3.3 million including $2.5 million of current maturities. In the first quarter of 2022, the Company received final payment on the note receivable.

Accounts Receivable and Allowance for Uncollectible Accounts

Accounts receivable consist of the receivables associated with revenue derived from service sales including present amounts due to contracts accounted for under fixed price, cost-to-cost, cost plus, or output method. An allowance for uncollectible accounts is recorded to allow for any amounts that may not be recoverable, based on an analysis of prior collection experience, customer credit worthiness and current economic trends. Based on management’s review of accounts receivable, an allowance for doubtful accounts of $0.8 million and $1.5 million at December 31, 2022 and 2021, respectively, is considered adequate. The reserve in both periods considers aged receivables that management believes should be specifically reserved for as well as historic experience with bad debts to determine the total reserve appropriate for each period. Receivables are determined to be past due based on the payment terms of original invoices. Payment terms and conditions vary by contract, and are within industry standards across our business lines. The Company routinely assesses the financial strength of its customers and, therefore, believes that its accounts receivable credit risk exposure is limited.

Activity in the allowance for doubtful accounts for the years ended December 31, 2022 and 2021 is as follows:

(In thousands)	For the Years ended December 31,
	2022			2021
Allowance for doubtful accounts, beginning of year	$	1,487		$	1,172
Bad debt expense		(26	)		346
Deductions		(694	)		(31	)

Allowance for doubtful accounts, end of year	$	767		$	1,487

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Retainage Receivables

At December 31, 2022 and 2021, the Company had $0.9 million and $1.5 million, respectively, billed but not paid by customers under retainage provisions in contracts. These amounts are included as part of contract assets.

Inventories

Inventories consist of finished and unfinished products and are stated at the lower of cost or market through either the first-in, first-out (FIFO) method as a cost flow convention or through the moving average cost method.

At December 31, 2022, and 2021, inventory is presented on the balance sheet net of reserves. The Company provides reserves for inventories estimated to be excess, obsolete or unmarketable. The Company’s estimation process for assessing the net realizable value is based upon its known backlog, projected future demand, historical usage and expected market conditions. Inventory by category consists of:

(In thousands)	As of December 31,
	2022		2021
Finished goods	$	—	$	—
Raw materials		1,338		1,316
Work-in-process		353		19
Total inventories	$	1,691	$	1,335

Property and equipment, less accumulated depreciation

Land is recorded at cost and includes expenditures made to ready it for use. Land is considered to have an infinite useful life.

Buildings and improvements are recorded at cost.

Furniture, vehicles, and equipment are recorded at cost and include major expenditures, which increase productivity or substantially increase useful lives.

Leasehold improvements are recorded at cost and are depreciated over the lesser of the lease term or estimated useful life.

The cost of buildings, improvements, furniture, vehicles, and equipment is depreciated over the estimated useful lives of the related assets.

Depreciation is computed using the straight-line method for financial reporting purposes. The estimated useful lives for buildings, improvements, furniture, vehicles, and equipment are as follows:

	Estimated
	Useful
	Life (in years)
Leasehold improvements		5 to 10
Equipment		3 to 10

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Maintenance, repairs and minor replacements are charged to expenses when incurred. When buildings, improvements, furniture, equipment and vehicles are sold or otherwise disposed of, the asset and related accumulated depreciation are removed and any gain or loss is included in the statement of operations.

Long-Lived Assets Including Finite-Lived Intangible Assets

Long-lived assets including finite-lived intangible assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. When testing for impairment, we perform a two-step test. Step one is a test of recoverability. In performing the review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the long-lived asset, an impairment loss is recognized. In step two, the impairment is calculated as the excess of the carrying amount over the fair value. Management estimates the future cash flows expected and fair value is determined by the discounted future cash flows.

In 2022, the Company did not have any material fixed asset impairments. In 2021, the Company wrote down the assets held for sale of its discontinued Orbital U.K. operations by $9.2 million based on an expected selling price of 3 million GBP ($4.1 million at December 31, 2021). In September 2022, the Company fully impaired its finance lease equipment related to the Eclipse Foundation Group in the Electric Power segment. See Note 13 - Restructuring and Impairment Charges for more information on impairments of finance lease equipment.

Identifiable Finite-lived Intangible Assets

Intangible assets are stated at cost net of accumulated amortization and impairment. Finite-lived intangible assets includes customer relationships, technology know how, software, noncompete agreements, order backlog, and trade name. The fair value for intangible assets acquired through acquisitions is measured at the time of acquisition utilizing the following inputs, as needed:

1.	Inputs used to measure fair value are unadjusted quoted prices available in active markets for the identical assets or liabilities if available.

Inputs used to measure fair value, other than quoted prices included in 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in inactive markets. This includes assets and liabilities valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full life of the asset.

Inputs used to measure fair value are unobservable inputs supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

4.	Expert appraisal and fair value measurement as completed by third-party experts.

	Estimated
	Useful
	Life (in years)
Finite-lived intangible assets
Order backlog		1
Customer Relationships - Front Line Power Construction		15
Customer relationships - Reach Construction Group, LLC		5
Non-compete agreements - Reach Construction Group, LLC		5
Customer Relationships - Gibson Technical Services		10
Customer Relationships - IMMCO		10
Technology - Know How		3
Non-compete agreements - GTS		5
Software, at cost		3 to 5

The Company amortizes the intangible assets that are subject to amortization on a straight line basis, which the company believes approximates the estimated consumption of their economic benefits. Intangible assets are reviewed for impairment and tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For instance, a significant change in business climate or a loss of a significant customer, among other things, may trigger the need for impairment testing of intangible assets. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value.

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Indefinite-Lived Intangibles and Goodwill Assets

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, ‘‘Business Combinations,’’ where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates if they were known or knowable at the acquisition date. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The unit of accounting for goodwill is at a level of the entity referred to as a reporting unit. Goodwill is assigned to specific reporting units for purposes of the impairment assessments. As of December 31, 2022, the Company has four operating segments that are also considered reporting units for goodwill impairment testing. The four operating segments are, Front Line Power Construction, LLC, Orbital Power Inc., Orbital Solar Services, and Gibson Technical Services.

Annual Test

The Company tests for impairment of indefinite-lived intangibles and Goodwill in the second quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value.

In performing its testing for Goodwill as of May 31,2022, the Company completed a quantitative analysis to determine whether the carrying value, including goodwill, exceeded the fair value for each reporting unit. Fair values of the reporting units were determined based on applying a combination of the discounted cash flow method (i.e., income approach) as well as a market approach. Significant assumptions included estimates of future cash flows, discount rates, and market information for comparable companies. The review of goodwill, prepared as of May 31, 2022, determined that the fair value of each of the reporting units exceeded the carrying value and thus no impairment was necessary during the quarter ended June 30, 2022.

The Company’s qualitative assessment for Indefinite-lived assets at May 31, 2022, followed the guidance in ASC 350-30-35-18A and 18B. Fair values of the Indefinite-lived intangible assets were determined using the relief from royalty method, which included assumptions related to revenue growth rates, royalty rates, and discount rates. As a result of the annual impairment test, no impairment was identified as of June 30, 2022.

Interim Tests

The Company performed a goodwill impairment analysis as of June 30, 2022 due to a 42-percent drop in the Company's stock price between May 31, 2022 and June 30, 2022, that caused an overall decrease in the Company’s market capitalization. We performed the interim impairment tests consistent with our approach for annual impairment testing, including similar models, inputs, and assumptions. As a result of the interim impairment testing, no impairment was identified as of June 30, 2022.

During the third quarter of 2022, triggering events were identified which led to performing interim goodwill impairment testing of our reporting units as of September 30, 2022. These events included a further decrease in the Company's market capitalization, the significant loss in the Renewables segment in the third quarter of 2022, interest rate increases and limitations on accessing capital, which raised substantial doubt regarding the Company’s ability to continue as a going concern. The fair value for our reporting units for the interim testing was valued using a market approach. The impairment assessment resulted in a conclusion that goodwill in the Front Line Power and GTS reporting units was impaired by $70.2 million and $25.8 million, respectively, during the three months ended September 30, 2022. The impairment assessment concluded that the fair value of the Renewables reporting unit was in excess of its carrying amount, which was negative. As a result of the triggering events identified in the third quarter, an impairment assessment was also performed for the Indefinite-lived intangible assets as of September 30, 2022 and no impairment was identified.

During the fourth quarter of 2022, triggering events were again identified around stock price decline and substantial doubt regarding the Company's ability to continue as a going concern, which led to performing Indefinite-lived intangibles impairment testing. The Company's intangible assets were valued using a relief from royalties method which resulted in impairment. The impairment assessment included significant assumptions related to revenue growth rates, royalty rates, and discount rates. For the year ended December 31, 2022, management concluded that Indefinite-lived intangibles were impaired by $9.3 million dollars primarily attributable to the Front Line and GTS trade names.

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Accrued expenses

Accrued expenses are liabilities that reflect expenses on the statement of operations that have not been paid or recorded in accounts payable at the end of the period. At December 31, 2022 and December 31, 2021, accrued expenses of $39.1 million and $28.3 million, respectively included the following components:

(In thousands)	As of December 31,
	2022		2021
Accrued bonding	$	1,920	$	167
Accrued compensation		5,589		6,369
Working capital adjustment on Front Line Power Construction acquisition		4,592		14,092
Accrued interest		5,885		2,902
Accrued taxes payable		248		102
Accrued subcontractor expenses		11,299		—
Accrued union dues		937		870
Accrued vendor invoices and accrued other expenses		8,595		3,799
Total accrued expense	$	39,065	$	28,301

Financial instrument liability

The Company evaluates embedded conversion features pursuant to FASB Accounting Standards Codification No.815 (‘‘FASB ASC 815’’), ‘‘Derivatives and Hedging,’’ which requires a periodic valuation of the fair value of derivative instruments and a corresponding recognition of liabilities associated with such derivatives. The Company has limited involvement with derivative instruments and does not trade them. In November 2021, the Company identified a subscription agreement with lenders of the $105 million syndicated debt agreement as a free standing financial instrument since it is legally separate from the credit agreement. The subscription provides the lenders with shares of the Company's common stock, which was recorded by the Company as additional debt discount to be amortized over the life of the loan. The subscription agreement also provided the lenders with protection from downside risk in the event that the Company issues shares prior to paying off the Front Line seller notes at a price lower than the price when the shares were issued to the lenders. This financial instrument liability was recorded by the Company at $0.9 million and was valued at loan inception on November 17, 2021 using the Black Scholes option pricing model. The value of the liability decreased to $0.8 million as of December 31, 2021 and the difference was recorded as income in other income for the fourth quarter of 2021. At December 31, 2022, the value of the derivative was $0.5 million. See Note 3 – Investments and Fair Value Measurements.

Warrant liabilities

We account for warrants for shares of the Company's common stock that are not indexed to our own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in our statement of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Warrants issued in connection with Company's offering has been measured based on the Black Scholes Option Pricing Model.

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Loan modifications and gain (losses) on extinguishments

From time to time, the Company negotiates modified loan terms. The Company evaluates the discounted future cash flows of the modified loan compared to the discounted future cash flows of the loan using its original terms. If the discounted cash flows of the new loan are more than 10% different than the original loan, the Company records the transaction as an extinguishment of the original loan and new debt on the modification date. If future discounted cash flows are less than 10%, the change is considered a modification and no extinguishment is recorded with any new fees amortized over the remaining life of the loan. The same steps are taken if a non-recourse loan is paid off via a refinancing with any remaining unamortized original issue discounts and unamortized loan fees recorded as a loss on extinguishment. In 2022, the Company recorded losses on extinguishments of $28.5 million related to loan modifications and loans refinanced of which $26.2 million was related to the seller financed notes payable with the sellers of Front Line Power Construction, LLC. See Note 7 - Notes Payable for more information on the Company's seller financed notes payable.

The Company has debt with an institutional investor that on occasion has accepted common stock in lieu of a scheduled cash payment. Any difference above or below the Nasdaq minimum price is recorded as a gain or loss on extinguishment. In 2022, the Company recorded net losses on extinguishments of $2.8 million related to debt payments made with common stock. See Note 7 - Notes Payable for more information on the Company's notes payable with an institutional investor.

Stock-Based Compensation

The Company records its stock-based compensation expense under its stock option plans and also issues stock for services. The Company accounts for stock-based compensation using FASB Accounting Standards Codification No.718 (‘‘FASB ASC 718’’), ‘‘Compensation – Stock Compensation.’’ FASB ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related service period.

Stock bonuses and restricted stock units ("RSU"s) issued to employees are recorded at fair value using the market price of the stock on the date of grant and expensed over the service period or immediately if fully vested on date of issuance. Employee stock options are recorded at fair value using the Black-Scholes or binomial option pricing model. The underlying assumptions in the Black-Scholes and binomial option pricing models used by the Company are taken from publicly available sources including: (1) volatility and grant date stock price, which are sourced from historic stock price information; (2) the appropriate discount rates are sourced from the United States Federal Reserve; and (3) other inputs are determined based on previous experience and related estimates. With regards to expected volatility, the Company utilizes an appropriate period for historical share prices for Orbital Infrastructure Group that best reflect the expected volatility for determining the fair value of its stock options.

See Note 10 Stockholders' Equity and Stock-Based Compensation for additional disclosure and discussion of the employee stock plan and activity.

Common stock and stock options are also recorded on the basis of their fair value, as required by FASB ASC 718, which is measured as of the date required by FASB ASC 718. In accordance with FASB ASC 718, the stock options or common stock warrants are valued using the Black-Scholes or binomial option pricing model on the basis of the market price of the underlying common stock on the ‘‘valuation date,’’ which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the performance completion date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed based off an estimate of the fair value of the stock award as valued under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

Common stock issued to other than employees or directors subject to performance (performance based awards) require interpretation when the counterparty’s performance is complete based on delivery, or other relevant performance criteria in accordance with the relevant agreement. When performance is complete, the common stock is issued and the expense recorded on the basis of their value as required by FASB ASC 718 on the date the performance requirement is achieved.

Defined Contribution Plans

The Company has a 401(k) retirement savings plan that allows employees to contribute to the plan after they have completed 60 days of service and are 18 years of age. The Company matches the employee's contribution up to 6% of total compensation. GTS, Orbital Power, Inc., Orbital Solar Services, Front Line Power Construction, LLC, Eclipse Foundation, and Corporate made total employer contributions, net of forfeitures, of $1.5 million and $0.6 million for 2022 and 2021, respectively. In addition, in 2022 and 2021, the Company made contributions of $36 thousand and $72 thousand, respectively, associated with discontinued operations.

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Revenue Recognition

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

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

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

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

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Accounts Receivable, Contract Assets and Contract Liabilities

Accounts receivable are recognized in the period when our right to consideration is unconditional. We also assess our customers' ability and intention to pay, which is based on a variety of factors, including our historical payment experience with and the financial condition of our customers. Payment terms and conditions vary by contract, and are within industry standards across our business lines. Accounts receivable are recognized net of an allowance for doubtful accounts.

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

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

Balances and activity in the current contract liabilities as of and for the years ended December 31, 2022 and 2021 is as follows:

	For the Year Ended December 31,
	2022			2021
Total contract liabilities - January 1	$	6,503		$	4,873
Contract liability additions acquired through acquisition		—			100
Contract additions, net		6,710			6,371
Change in provision for Loss		4,179
Contract settlements		—			(3,140	)
Revenue recognized		(7,174	)		(1,701	)
Total contract liabilities - December 31	$	10,218		$	6,503

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Performance Obligations

Remaining Performance Obligations

Remaining performance obligations, represents the transaction price of contracts with customers for which work has not been performed and excludes unexercised contract options and potential orders under ordering-type contracts. As of December 31, 2022, the Company's remaining performance obligations are generally expected to be filled within the next 12 months. For the contracts that are greater than 12 months the Company has approximately $164.9 million in the aggregate of remaining performance obligations that are unsatisfied or partially unsatisfied as of December 31, 2022. T

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

Performance Obligations Satisfied Over Time

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

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

Variable Consideration

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

Two large solar projects have liquidated damages included within their customer contracts. In the event of a delay in the achievement of project milestones, the contracts specify the dollar amount of delay damages owed each day past the agreed upon milestone date. These delay liquidated damages are capped at 15% of the project contract price. During Q42022, the estimated completion dates on these two large solar projects were pushed passed milestone due dates in which the Company is contractually obligated to meet. As a result of these delays, the Company recorded liquidated damages as variable consideration, reducing the contract price on these two projects by a total of $17.1 million in 2022. This reduction in contract price along with additional estimated costs to complete the project resulted in a catch-up adjustment to reduce revenue recorded year-to-date by $21.4 million dollars. The customer on these two solar projects has the right to invoice, but as of March 31, 2023, has not yet sent an invoice for liquidated damages. Although the Company accrued for these liquidated damages in 2022, there is a possibility that some or all of the $17.1 million in liquidated damages could be reversed in future years if the customer does not invoice for these damages or if a legal settlement is reached.

Significant Judgments

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

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

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The following table presents our revenues disaggregated by type of customer:

	For the Year Ended December 31, 2022								For the Year Ended December 31, 2021
(in thousands)	Electric Power		Telecommunications		Renewables		Total		Electric Power		Telecommunications		Renewables		Total

Utilities	$	148,046	$	915	$	—	$	148,961	$	43,120	$	—	$	—	$	43,120
Telecommunications		1,792		82,901		—		84,693		479		27,799		—		28,278
Renewables		—		—		85,766		85,766		—		—		11,550		11,550
Other		2,797		—		—		2,797		—		—		—		—
Total revenues	$	152,635	$	83,816	$	85,766	$	322,217	$	43,599	$	27,799	$	11,550	$	82,948

The following table presents our revenues disaggregated by type of contract:

	For the Year Ended December 31, 2022								For the Year Ended December 31, 2021
(in thousands)	Electric Power		Telecommunications		Renewables		Total		Electric Power		Telecommunications		Renewables		Total

Cost-plus contracts	$	49,487	$	327	$	—	$	49,814	$	12,198	$	—	$	—	$	12,198
Fixed price contracts		38,712		8,029		85,766		132,507		11,518		5,789		11,550		28,857
Unit price contracts		64,436		75,460		—		139,896		19,883		22,010		—		41,893
Total revenues	$	152,635	$	83,816	$	85,766	$	322,217	$	43,599	$	27,799	$	11,550	$	82,948

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Income Taxes

Income taxes are accounted for under the asset and liability method of FASB Accounting Standards Codification No.740 (‘‘FASB ASC 740’’), ‘‘Income Taxes.’’ Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that management believes it is more likely than not that such deferred tax assets will not be realized.

Valuation allowances have been established against all domestic based deferred tax assets due to uncertainties in the Company’s ability to generate sufficient taxable income in future periods to make realization of such assets more likely than not. In future periods, tax benefits and related domestic deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

The Company recognizes interest and penalties, if any, related to its tax positions in income tax expense.

Orbital Infrastructure Group files consolidated income tax returns with its U.S. based subsidiaries for federal and many state jurisdictions in addition to separate subsidiary income tax returns in Australia, Canada, India, Belgium and the United Kingdom. As of December 31, 2022, the Company is not under examination by any income tax jurisdiction. The Company is no longer subject to U.S. examination for years prior to 2019.

Net Loss per Share

In accordance with FASB Accounting Standards Codification No.260 (‘‘FASB ASC 260’’), ‘‘Earnings per Share,’’ basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of diluted shares outstanding during the period calculated using the treasury stock method. Due to the Company’s net loss in 2022 and 2021, the assumed exercise of stock options using the treasury stock method would have had an antidilutive effect and therefore all options for each of the two years were excluded from the calculation of diluted net loss per share. In addition, the Company had 16.2 million and zero stock warrants and 4.2 million and 3.0 million unvested restricted stock units outstanding at December 31, 2022, and 2021, respectively that were excluded from the calculation of diluted net loss per share. Accordingly, diluted net loss per share is the same as basic net loss per share for 2022 and 2021.

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The following table summarizes the number of stock options outstanding:

	As of December 31,
	2022		2021
Options, outstanding		197,887		237,985

Any common shares issued as a result of stock options would come from newly issued common shares as granted under our equity incentive plans.

The following is the calculation of basic and diluted earnings per share:

	For the Years Ended December 31,
(In thousands, except dollars per share)	2022			2021
Continuing operations:
Loss from continuing operations, net of income taxes	$	(277,935	)	$	(49,843	)
Discontinued operations:
Income from discontinued operations, net of income taxes		(2,317	)		(11,371	)
Net loss	$	(280,252	)	$	(61,214	)

Basic and diluted weighted average number of shares outstanding		108,313,369			58,348,489

Loss from continuing operations per common share - basic and diluted	$	(2.53	)	$	(0.86	)
Earnings from discontinued operations - basic and diluted		(0.02	)		(0.19	)
Loss per common share - basic and diluted	$	(2.55	)	$	(1.05	)

Foreign Currency Translation

The financial statements of the Company's foreign offices have been translated into U.S. dollars in accordance with FASB ASC 830, ‘‘Foreign Currency Matters’’ (FASB ASC 830). All balance sheet accounts have been translated using the exchange rate in effect at the balance sheet date. Statement of Operations amounts have been translated using an appropriately weighted average exchange rate for the year. The translation gains and losses resulting from the changes in exchange rates during 2022 and 2021 have been reported in accumulated other comprehensive income (loss), except for gains and losses resulting from the translation of short-term intercompany receivables and payables, which are included in earnings for the period.

Segment Reporting

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

The Electric Power segment consists of Front Line Power Construction, LLC based in Houston, Texas, Orbital Power Services based in Dallas, Texas, and Eclipse Foundation Group based in Gonzales, Louisiana. The segment provides comprehensive solutions to customers in the electric power industries. Front Line Power, LLC is a Houston-based full-service electrical infrastructure service company that provides construction, maintenance, and emergency response services for customers since 2010. Services performed by Orbital Power Services generally include the design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities as well as emergency restoration services, including the repair of infrastructure damaged by inclement weather. Eclipse Foundation Group, which began operations in January 2021, is a drilled shaft foundation construction company that specializes in providing services to the electric transmission and substation, industrial, communication towers and disaster restoration market sectors, with expertise in water, marsh and rock terrains.

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

	o	IMMCO, Inc. (acquired July 28, 2021), which includes two Indian subsidiaries and is an Atlanta-based, full-service telecom engineering and network design company providing diversified engineering services and customized software solutions to a global customer base since 1992.
	o	Full Moon Telecom, LLC (acquired October 22, 2021) a Florida-based telecommunications services provider that offers an extensive array of wireless services capabilities and experience including Layer 2/Layer3 Transport, Radio Access Network ("RAN") Integrations, test and turn-up of Small Cell systems and Integration/Commissioning of Distributed Antenna ("DAS") systems.
	o	Coax Fiber Solutions, LLC (acquired March 7, 2022), is based in Loganville, Georgia. Founded in 2016, Coax Fiber Solutions is a GDOT Certified contractor specializing in Aerial Installation, directional drilling, trenching, plowing, and missile crews for telecommunications, power, gas, water, CCTV, ATMS, and traffic signal cable installation.

The Other category is made up primarily of the Company's corporate activities. This category does not include any operating segments and does not generate revenue. In addition, Orbital’s integrated operations and common administrative support for its operating units require that certain allocations be made to determine segment profitability, including allocations of shared and indirect costs (e.g., insurance costs) and certain general and administrative costs. Certain corporate costs are not allocated and include Board of Director fees and costs, certain legal fees, due diligence costs related to prospective acquisitions, and regulatory costs associated with being a publicly traded company. Unallocated corporate expenses and costs associated with discontinued operations are included in the all-other category.

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The following information represents segment activity as of and for the year ended December 31, 2022:

(In thousands)	Electric Power			Telecommunications			Renewables			Other			Total
Revenues from external customers	$	152,635		$	83,816		$	85,766		$	—		$	322,217
Depreciation and amortization (1)		26,911			4,863			2,001			64			33,839
Interest expense		18,158			218			10			19,427			37,813
Loss from operations		(88,045	)		(22,112	)		(68,137	)		(9,283	)		(187,577	)
Segment assets (2)		167,245			67,920			18,932			17,474			271,571
Other intangibles assets, net		85,355			24,333			1,446			—			111,134
Goodwill		—			—			7,006			—			7,006
Expenditures for segment assets (3)		3,167			1,326			19			98			4,610

The following information represents segment activity as of and for the year ended December 31, 2021:

(In thousands)	Electric Power			Telecommunications		Renewables			Other			Total
Revenues from external customers	$	43,599		$	27,799	$	11,550		$	—		$	82,948
Depreciation and amortization (1)		5,969			2,326		2,931			1,684			12,910
Interest expense		3,129			50		349			4,809			8,337
Income (loss) from operations		(13,215	)		43		(19,043	)		(20,576	)		(52,791	)
Segment assets (2)		273,726			80,800		28,324			28,459			411,309
Other intangibles assets, net		106,377			28,571		7,708			—			142,656
Goodwill		70,151			23,742		7,006			—			100,899
Expenditures for segment assets (3))		5,905			1,615		118			846			8,484

(1)

For the year ended December 31, 2021, depreciation and amortization totals included $1.6 million that were classified in income from discontinued operations on the Consolidated Statements of Operations in the Other segment, with no such amounts in 2022. For the year ended December 31,2022 depreciation and amortization totals included $0.6 million that was classified as cost of revenues in the Telecommunications segment, $13.2 million that was classified as cost of revenues in the Electric Power segment and $27 thousand that was classified as cost of revenue in the Renewables segment. For the year ended December 31,2021 depreciation and amortization totals included $0.4 million that was classified as cost of revenues in the Telecommunications segment, $4.0 million that was classified as a cost of revenues in the Electric Power segment and $54 thousand that was classified as cost of revenue in the Renewables segment.

(2)	Other category includes assets held for sale of the discontinued Orbital Gas subsidiaries and Eclipse Foundation Group fixed assets held for sale.
(3)	Includes purchases of property and equipment and purchases of other intangible assets.

The Company's revenues and long-lived assets are primarily located in the U.S.

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Recent Accounting Pronouncements

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

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

On October 28, 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This guidance will require entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. This standard was designed to provide consistent recognition and measurement guidance for revenue contracts with customers. Legacy guidance requires entities to record contract assets and contract liabilities acquired to be recorded at fair value. The amendments will be effective for the Company beginning for fiscal years beginning after December 15, 2022. Early adoption is allowed. If an entity early adopts, the entity would be required to apply the new guidance to all acquisitions made in the year of the early adoption. The Company is still reviewing the standard and as of the reporting date of this filing has not elected to early adopt.

3. INVESTMENTS AND FAIR VALUE MEASUREMENTS

The Company’s fair value hierarchy for its cash equivalents, marketable securities and financial instruments as of December 31, 2022 and December 31, 2021, respectively, was as follows:

(In thousands)
December 31, 2022	Level 1		Level 2		Level 3		Total
Contingent Consideration	$	—	$	—	$	570	$	570
Front Line Power Construction seller financed debt, net of discount		—		68,753		—		68,753
Financial instrument liability - related to Syndicated debt		—		—		536		536
Financial instrument liability - related to Front Line Power Construction seller financed debt		—		—		43,693		43,693
Prepaid advance agreement		—		1,829		—		1,829
Warrant liability		—		—		1,777		1,777
Total liabilities	$	—	$	70,582	$	46,576	$	117,158

December 31, 2021	Level 1		Level 2		Level 3		Total
Contingent Consideration	$	—	$	—	$	720	$	720
Front Line Power Construction seller financed debt, net of discount		—		86,183		—		86,183
Financial instrument liability		—		—		825		825
Total liabilities	$	—	$	86,183	$	1,545	$	87,728

Fair Value Measurements
Using Significant Unobservable Inputs (Level 3 - recurring basis)
(In thousands)	Financial Instrument Liability -related to Front Line Power Construction Seller Financed Debt
Balance at December 31, 2021	$	—
Fair value of financial instrument liability at inception		26,782
Fair value adjustment to financial instrument liability		16,911
Balance at December 31, 2022	$	43,693

As part of the purchase of Front Line, the Company paid the sellers, Tidal Power and Kurt Johnson, a certain number of shares of restricted stock. To the extent that if the value of the shares previously issued to Tidal Power were less than $4.00 per share upon expiration of the restriction period on April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period on April 1, 2023, so that the value of his stock consideration is no less than $17,635,228, which is equal to $4.00 per common share.

Fair Value Measurements
Using Significant Unobservable Inputs (Level 3 - recurring basis)
(In thousands)	Contingent Consideration
Balance at December 31, 2021	$	720
Fair value adjustment		(150	)
Balance at December 31, 2022	$	570

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The Company evaluated the contingent consideration for fair value as of December 31, 2022 using a third-party valuation specialist. Significant unobservable inputs include projected future EBITDA, future estimated growth rate, estimated discount rate, and estimated volatility. Based upon this evaluation, the contingent consideration was reduced by $150 thousand resulting in a contingent consideration of $570 thousand at December 31, 2022.

Fair Value Measurements
Using Significant Unobservable Inputs (Level 3 - recurring basis)
(In thousands)	Financial Instrument Liability - related
	to Syndicated debt
Balance at December 31, 2021	$	825
Issuance of shares upon exercise and reset of financial instrument		(7,667	)
Fair value adjustment to financial instrument liability		7,378
Balance at December 31, 2022	$	536

In conjunction with the Company issuing $105 million of debt to a syndicate of lenders, the Company committed to issuing 1,690,677 shares of stock to the lenders in the syndicate in a subscription agreement. Included in the subscription agreement is a provision that provides for additional shares to be issued to the lenders of the syndicate if the Company issues shares of common stock in an offering at a price lower than $2.36 per share amount ("the reference price"), for the shares initially issued to the lenders in the syndicate. This financial instrument was valued as a put option using the Black Scholes option pricing model. Unobservable inputs include volatility, exercise price, and time to expiration. The put expires at the maturity of the Company's seller notes. In 2022, there were five separate issuances via the financial instrument for a total of 25.0 million shares. The updated reference price as of December 31, 2022 was $0.15.

Fair Value Measurements
Using Significant Unobservable Inputs (Level 3 - recurring basis)
(In thousands)	Warrant Liability
Balance at December 31, 2021	$	—
Proceeds from sale of warrants including pre-funded warrants		19,800
Exercise of pre-funded warrants, net of exercise proceeds		(6,938	)
Fair value adjustment to warrant liability		(11,085	)
Balance at December 31, 2022	$	1,777

On April 28, 2022, the Company entered into a Securities Purchase Agreement with an institutional investor. The Purchase Agreement provides for the sale and issuance by the Company of an aggregate of: (i) 9,000,000 shares of the Company’s common stock, $0.001 par value, (ii) pre-funded warrants to purchase up to 7,153,847 shares of Common Stock and (iii) accompanying warrants to purchase up to 16,153,847 shares of Common Stock. The offering price per share and associated prefunded warrants was $1.30 for the shares and $1.2999 for the prefunded warrants. The prefunded warrants were immediately exercisable, had an exercise price of .0001 and were exercised during the three months ended June 30, 2022.

The accompanying warrants have an exercise price of $1.31, and were exercisable 6-months after their date of issuance and will expire on the fifth anniversary of the original issuance date. Common stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging - Contracts in Entity's Own Equity (ASC Topic 815), as either derivative liabilities or equity instruments depending on the specific terms of the warrant agreement. The Company’s warrants are considered to be derivative warrants, are classified as liabilities, and are recorded at fair value. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the consolidated statements of operations. The Company uses the Black-Scholes pricing model to estimate the fair value of the related derivative warrant liability. Unobservable inputs include volatility, exercise price, and time to expiration.

There were no transfers between Level 3 and Level 2 in 2022 as determined at the end of the reporting period.

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The fair values of the reporting units subject to the Company’s quantitative impairment analysis were determined utilizing a blend of a market and an income approach to determine the estimated fair values of the reporting units, as discussed in Note 2. The fair value measurements and models were classified as non-recurring Level 3 measurements.

Investment in VPS

The Company has a minority ownership in Virtual Power Systems ("VPS"). The VPS investment basis at December 31, 2022 and December 31, 2021 was $1.1 million and $1.1 million, respectively, as reflected on the condensed consolidated balance sheets. The investment is held at December 31, 2022 under the cost method of accounting for investments.

4. PROPERTY AND EQUIPMENT, NET

Property and equipment from continuing operations is summarized as follows:

	At December 31,
(In thousands)	2022			2021
Leasehold improvements	$	292		$	272
Equipment		36,200			32,762
Property and equipment, gross		36,492			33,034
Less accumulated depreciation		(13,562	)		(3,396	)
Property and equipment, net	$	22,930		$	29,638

Depreciation expense from continuing operations for the years ended December 31, 2022 and 2021 was $15.4 million and $5.0 million, respectively. For the year ended December 31,2022, depreciation totals included $0.6 million that was classified as cost of revenues in the Telecommunications segment, $13.2 million that was classified as cost of revenues in the Electric Power segment and $27 thousand as cost of revenues in the Renewables segment. For the year ended December 31,2021, depreciation totals included $0.4 million that was classified as cost of revenues in the Telecommunications segment, $4.0 million that was classified as cost of revenues in the Electric Power segment and $54 thousand as cost of revenues in the Renewables segment.

During the year ended December 31, 2022, the Company's continuing operations disposed of $2.1 million of property and equipment with an accumulated depreciation at disposal of $1.4 million. Cash and non-cash proceeds from sale was $0.6 million and a loss of $49 thousand.

During the year ended December 31,2021, the Company's continuing operations disposed of $0.2 million of property and equipment with an accumulated depreciation at disposal of $39 thousand. Cash and non-cash proceeds from sale was $0.2 million and a gain of $14 thousand.

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5. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The Company records goodwill associated with its acquisitions of businesses when the consideration paid exceeds the fair value of the net tangible and identifiable intangible assets acquired. Goodwill balances are evaluated for potential impairment on an annual basis. The current guidance requires the Company to perform an annual impairment test of our goodwill or at an interim period if there is an event that occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We are required to perform our annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. As of December 31, 2022, the Company has four operating segments that are also considered reporting units for goodwill impairment testing. The four operating segments are: Front Line Power Construction, LLC, Orbital Power Inc., Orbital Solar Services, and Gibson Technical Services, which includes IMMCO, Inc., Full Moon Telecom, LLC, and Coax Fiber Solutions. The four operating segments are grouped into three reportable segments, Telecommunications (GTS), Renewables (OSS), and Electric Power (FLP and OPI).

We would be required to recognize an impairment charge for the amount by which the reporting unit's carrying amount exceeds its fair value up to but not to exceed the amount of the goodwill. The Company acquired Coax Fiber Solutions in the first quarter of 2022 and recorded $1.5 million of goodwill associated with the acquisition. As of May 31, 2022, the annual testing date, the Company completed a quantitative analysis to determine whether the carrying value, including goodwill, exceeded the fair value for each reporting unit. To complete the review, management evaluated the fair value of the Goodwill and considered all known events and circumstances that might trigger an impairment of goodwill. The review of goodwill determined that the fair value of each of the reporting units exceeded the carrying value and thus no impairment was necessary during the quarter ended June 30, 2022.

The Company performed a second goodwill impairment analysis as of June 30, 2022 due to a 42-percent drop in the Company's stock price between May 31, 2022 and June 30, 2022, that caused an overall decrease in the Company’s market capitalization. We performed the interim impairment tests consistent with our approach for annual impairment testing, including similar models, inputs, and assumptions. As a result of the interim impairment testing, no impairment was identified as of June 30, 2022.

During the third quarter of 2022, triggering events were identified which led to performing interim goodwill impairment testing of our reporting units as of September 30, 2022. These events included a further decrease in the Company's market capitalization, the significant loss in the Renewables segment in the third quarter of 2022, interest rate increases and limitations on accessing capital, which raised substantial doubt regarding the Company’s ability to continue as a going concern. The fair value for our reporting units for the interim testing was valued using a market approach. The impairment assessment resulted in a conclusion that goodwill in the Front Line Power and GTS reporting units was impaired by $70.2 million and $25.8 million, respectively, during the three months ended September 30, 2022. The impairment assessment concluded that the fair value of the Renewables reporting unit was in excess of its carrying amount, which was negative. After impairments the Company had $7.0 million of goodwill remaining associated with Orbital Solar Services ("OSS") acquired in 2020. At the same time as the goodwill impairment, the Company assessed the other intangibles in the Renewables segment and determined that the Customer relationship intangible was fully impaired and the remaining $4.3 million of book value was written off.

In the fourth quarter of 2022, triggering events were identified which led to performing an additional Indefinite-lived intangibles impairment test. These events included a further decrease in the Company's market capitalization, the significant loss in the Renewables segment, interest rate increases and limitations on accessing capital, which raised substantial doubt regarding the Company's ability to continue as a going concern. The Company's intangible assets were valued using a relief from royalties method which resulted in impairment. The impairment assessment included significant assumptions related to revenue growth rates, royalty rates, and discount rates. For the year ended December 31, 2022, management concluded that Indefinite-lived intangibles were impaired by $9.3 million dollars primarily attributable to the Front Line and GTS trade names.

For Orbital Solar Systems, (formally known as Reach Construction), management completed a quantitative analysis to determine potential impairment at the May 31st,2021 annual impairment test date. Goodwill in the Telecommunications segment was qualitatively reviewed due to the fact that this review was performed within 50 days of the initial valuation of GTS. The qualitative review was performed to determine whether it was more likely than not that the fair value of its reporting unit was less than its carrying amount, including goodwill. To complete the qualitative review, management evaluated the fair value of the Goodwill and considered all known events and circumstances that might trigger an impairment of goodwill. Management determined that no additional testing was necessary and no impairment was necessary. During management's review of goodwill as of December 31,2021, the Company determined that there were not indicators present and no triggering events to suggest that it was more likely than not that the fair value of each reporting unit and each indefinite-lived intangible was less than its carrying amount and thus no impairment was necessary.

The following table reflects the carrying amount of goodwill as of December 31, 2022 and 2021, and the 2022 activity:

(In thousands)	Electric Power			Telecommunications			Renewables		Other		Total
Balance, December 31, 2021	$	70,151		$	23,742		$	7,006	$	—	$	100,899
Acquisition of Coax Fiber Solutions		—			1,530			—		—		1,530
Working capital adjustment		—			528			—		—		528
Impairment		(70,151	)		(25,800	)		—		—		(95,951	)
Balance, December 31, 2022	$	—		$	—		$	7,006	$	—	$	7,006

See Note 17 - Business Combinations for more information on Goodwill.

Other intangible assets

At December 31, 2022 and 2021, the gross carrying amount and accumulated amortization of intangible assets, other than goodwill, are as follows:

Finite-lived intangible assets (in thousands)			(In years)		December 31, 2022										December 31, 2021
	Estimated Useful Life (in years)		Weighted average remaining amortization period		Gross Carrying Amount		Accumulated Amortization			Impairment			Identifiable Intangible Assets, less Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization			Identifiable Intangible Assets, less Accumulated Amortization
Electric Power
Order backlog		1		—		9,186		(9,186	)		—			—		9,186		(1,148	)		8,038
Customer relationships - Front Line		15		13.89		84,012		(6,301	)		—			77,711		84,012		(700	)		83,312
Total Electric Power						93,198		(15,487	)		—			77,711		93,198		(1,848	)		91,350

Telecommunications
Customer Relationships - GTS		10		8.29	$	16,075	$	(2,760	)	$	—		$	13,315	$	16,075	$	(1,152	)	$	14,923
Customer Relationships - IMMCO		10		8.58		3,800		(547	)		—			3,253		3,800		(158	)		3,642
Customer Relationships - Full Moon		10		8.82		210		(25	)		—			185		210		(4	)		206
Technology - Know How		4		2.58		1,459		(519	)		—			940		1,459		(152	)		1,307
Software - IMMCO		3		1.23		1,126		(519	)		—			607		547		(93	)		454
Non-compete agreements - GTS		5		3.29		385		(132	)		—			253		385		(55	)		330
Total Telecommunications						23,055		(4,502	)		—			18,553		22,476		(1,614	)		20,862

Renewables
Customer Relationships		5		—		—		—			(4,323	)		—		8,647		(3,027	)		5,620
Trade name - Reach Construction Group		1		—		1,878		(1,878	)		—			—		1,878		(1,878	)		—
Non-compete agreements		5		2.25		3,212		(1,767	)		—			1,445		3,212		(1,124	)		2,088
Total Renewables						5,090		(3,645	)		(4,323	)		1,445		13,737		(6,029	)		7,708

Other category
Computer software		3		—		726		(726	)		—			—		713		(713	)		—
Product certifications		3		—		—		—			—			—		36		(36	)		—
Total Other category						726		(726	)		—			—		749		(749	)		—

Total identifiable finite-lived other intangible assets						122,069		(24,360	)		(4,323	)		97,709		130,160		(10,240	)		119,920

Identifiable indefinite-lived other intangible assets

Electric Power
Trade name - Front Line						15,027		—			(7,383	)		7,644		15,027		—			15,027

Telecommunications
Trade name - GTS						6,388		—			(1,746	)		4,642		6,388		—			6,388
Trade name - IMMCO						1,162		—			(182	)		980		1,162		—			1,162
Trade name - Full Moon						159		—			—			159		159		—			159
Total Telecommunications						7,709		—			(1,928	)		5,781		7,709		—			7,709
Total identifiable indefinite-lived other intangible assets						22,736		—			(9,311	)		13,425		22,736		—			22,736

Total identifiable other intangible assets					$	144,805	$	(24,360	)	$	(13,634	)	$	111,134	$	152,896	$	(10,240	)	$	142,656

Intangible asset amortization by category was as follows:

	For the Years Ended December 31,
(In thousands)	2022		2021

Trade name	$	—	$	469
Customer relationships		8,915		3,744
Technology - Know How		368		152
Computer software		427		96
Noncompete agreements		720		697
Order Backlog		8,038		1,148
Intangibles held by discontinued operations		—		1,396
Total amortization	$	18,468	$	7,702

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Estimated future amortization by category of finite-lived intangible assets at December 31, 2022 was as follows:

	For the Years Ended December 31,
											2028 and
(In thousands)	2023		2024		2025		2026		2027		thereafter		Totals
Customer relationships	$	7,609	$	7,609	$	7,609	$	7,609	$	7,609	$	56,419	$	94,464
Technology-Know How		365		365		210		—		—		—		940
Computer software		466		141		—		—		—		—		607
Non-compete agreements		719		719		238		22		—		—		1,698
Total amortization	$	9,159	$	8,834	$	8,057	$	7,631	$	7,609	$	56,419	$	97,709

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

During the third and fourth quarter of 2022, triggering events were identified which led to performing Indefinite-lived intangibles impairment testing. These events included a further decrease in the Company's market capitalization, the significant loss in the Renewables segment, interest rate increases and limitations on accessing capital, which raised substantial doubt regarding the Company's ability to continue as a going concern. The Company's intangible assets were valued using a relief from royalties method which resulted in impairment in Q42022. For the year ended December 31, 2022, management concluded that Indefinite-lived intangibles were impaired by $9.3 million dollars.

6. INSTRUMENTS AND RISK MANAGEMENT

The Company has limited involvement with derivative instruments and does not trade them. Financial instruments held by the Company include warrant liabilities, and financial instruments associated with the Company's Front Line Power seller financed debt and its Syndicated debt. For more information on these financial instruments, see Note 3 Investments and Fair Value Measurements.

At December 31, 2022 and 2021, the Company had no derivative instruments designated as effective hedges.

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7. NOTES PAYABLE

Notes payable is summarized as follows:

	As of December 31,
(In thousands)	2022			2021
Syndicated debt (1)	$	114,725		$	105,000
Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2)		69,168			86,730
Note payable - financing notes (3)		2,210			1,357
Seller Financed notes payable - Reach Construction Group, LLC acquisition (4)		3,480			3,480
Vehicle and equipment loans (5)		2,014			222
Non-recourse payable agreements (6)		10,400			8,269
Notes payable - Institutional investor (7)		60,780			33,922
Prepaid Advance agreement (8)		1,829			—
Conditional settlement note payable agreement (9)		2,250			3,000
Full Moon and CFS - loans to prior owners (10)		29			2
Subtotal		266,885			241,982
Unamortized prepaid financing fees and debt discounts		(21,649	)		(12,603	)
Total long-term debt		245,236			229,379
Less short term notes and current maturities of long term notes payable		(144,708	)		(72,774	)
Notes payable, less current portion	$	100,528		$	156,605

(1)	On November 17, 2021, the Company entered into a credit agreement and associated documents (the “Credit Agreement”) with Alter Domus (US), LLC (“Alter Domus”), as administrative agent and collateral agent and various lenders (the “Lenders”) in order to enable the Company to finance the acquisition of Front Line Power Construction, LLC. The Lenders made a Term Loan to Front Line in the initial principal amount of $105,000,000 for the purposes of financing the acquisition and the associated expenses. The term loan initially bears interest at the three-month Adjusted LIBOR Rate, plus the Applicable Margin, of which 2.5% may be paid in-kind. The Term Loan shall be repaid in consecutive quarterly installments of $262,500, and commenced on June 30, 2022. The Credit Agreement provides for mandatory prepayments on the occurrence of events such as sales of assets, Consolidated Excess Cash Flow and Excess Receipts during the term. The credit agreement provides for prepayment premiums (initially 5% on prepayments made in the first30 months of the term, declining to 1% in the final year of the term). The Term Loan matures on November 17, 2026, subject to acceleration on Events of Default. The interest rate on the term notes at December 31, 2022 was 17.15% with an effective rate of 23.2%. In November 2022, The Company resolved a dispute with the Syndicated lenders whereby the Syndicated lenders deemed the Company to be in default of its credit agreement due to the Company using proceeds from Front Line Power's operations to pay down $9.5 million of the Company's working capital adjustment with the sellers of Front Line Power. As part of a consent agreement with the lenders, the Company agreed to pay the lenders in a paid-in-kind amount of $10.5 million, which was added to the Syndicated debt balance and included $1.0 million of interest calculated from the date of the first intercompany advance that the Company made. The $10.5 million was added to the original issue discount and will be amortized to interest expense over the life of the loan. At December 31, 2022 and 2021, the Company was in compliance with all debt covenants.

(2)	On November 17, 2021, the Company entered into two unsecured promissory notes, one with Kurt A Johnson, Jr, for $34,256,000 and the second for $51,384,000 with Tidal Power Group LLC. These promissory notes bear interest at a rate of 6% per annum and as modified on April 29, 2022 and December 30, 2022, $20 million was paid on May 6, 2022, $15 million is due on or before April 1, 2023 and the remaining balance is due on May 31, 2023. On December 10, 2021, Kurt A Johnson Jr. received an additional unsecured promissory note in the principal sum of $1,090,000 also with a 6% per annum interest rate in exchange for a reduction of shares issued to Kurt of 400,000. This note was paid off as part of the May 6, 2022 payment. Additionally in amendments to the note, the Company also agreed to reduce the restriction period under the Tidal Lockup letter from two years to one year and to the extent that if the value of the shares previously issued to Tidal Power were less than $4.00 per share upon expiration of the restriction period ending April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period ending April 1, 2023, so that the value of his stock consideration is no less than $17,635,228, which is equal to $4.00 per common share. Any shortfall would be made up by issuing Mr. Johnson additional common shares. In 2022, the Company recorded a $26.2 million loss on extinguishment related to these loan modifications.

(3)	The Company executes notes payable with First Insurance Funding for the purposes of financing a portion of the Company's insurance coverage. The Company executed two notes payable in the third quarter of 2021 for $1.7 million and $54 thousand, respectively at interest rates of 3.00% and 4.35%, respectively. In the fourth quarter of 2021, the Company executed one additional notes payable for $0.5 million at an interest rate of 4.35%. These three notes payable were paid off in 2022. The Company executed a note payable in July 2022 for $3.3 million and one in November 2022 for $0.7 million both at 3.28% interest. These two notes are scheduled to mature in May 2023.

(4)	Includes two seller-financed notes payable, one for $5 million and the second for $1.5 million. In August 2021, the $5 million note was amended from its original 18-month term; the Company paid $1 million in cash and exchanged 155,763 shares of common stock in exchange for an additional $1 million reduction in principal. The new loan had a face value of $2.0 million at a rate of 6% per annum and was recorded based on an estimated market interest rate of 10% per annum with an original issue discount of $48 thousand. The second seller financed note payable is due 36-months from the April 1, 2020 acquisition date. Both notes had an original stated interest rate of 6% per annum. In 2022, the Company filed and served a Federal Civil Complaint asserting various causes-of-action against the holder of the note, including misrepresentations made during the course of negotiating this transaction. Based on that complaint, the evidence contained therein, and the conduct described, the Company reasonably believes that it owes no additional compensation as a result of this transaction.

(5)	Includes vehicle and equipment loans with interest rates ranging from 0.00% to 9.15%.

(6)	The Company entered into a non-recourse agreement, which was originated in November 2021 with a face amount of $9.5 million. The Company received net cash proceeds of $6.9 million. The Company recorded a liability of $9.5 million and a debt discount of $2.6 million. Under the terms of the agreement, for the first12 weeks, the Company made weekly payments of $148 thousand and for the final 20 weeks, the Company was to make payments of $384 thousand. The agreement had no stated interest rate, but the discount and loan origination fees were being amortized based on an 89% interest rate. In April, 2022, the Company took out three non-recourse agreements for the sale of future revenues in the combined amount of $20.2 million. The Company received approximately $13.3 million after the deduction of an original issue discount and upfront fees. In April 2022, the Company used part of the proceeds from these non-recourse agreements to pay off the non-recourse note of $4.2 million that was on the balance sheet as of March 31, 2022 and recorded a loss on extinguishment of $0.4 million. The loans vary in length from 26 to 48 weeks. The Company paid off the smallest of the three notes in June 2022 and recorded a loss on extinguishment of $0.1 million. Discounts on the remaining agreements were being amortized based on an effective interest rate of 88% and were scheduled to mature in the first quarter of 2023. In December 2022, The Company refinanced the remaining two agreements and recorded a loss on extinguishment of $0.5 million. As part of the refinancing, the Company took our three new agreements with a combined face amount of $11.4 million, which included combined original issue discounts of $3.6 million. Payments are $260 thousand per week until the agreements mature in October 2023, and the discounts are being amortized at a 94% effective interest rate. The combined carrying value of the agreements net of the approximately $3.0 million of original issue discounts at December 31, 2022 was $7.4 million.

(7)	On March 23, 2021, the Company completed a note payable agreement with an institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0%, an estimated effective interest rate of 19.6%, and an original issue discount of $1.0 million. This note was paid off in August 2022. On May 11, 2021, the Company completed a note payable agreement with the institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0% per annum, and estimated effective interest rate of 19.6% at inception, and a combined original issue discount and unamortized prepaid fees of $1.0 million. The net proceeds were to be used for working capital, future acquisitions and general corporate purposes. Beginning six (6) months from the purchase price date, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the “Redemption Amount”) subject to the maximum monthly redemption amount of $1 million per calendar month, by providing Company with a “Redemption Notice." This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On December 20, 2021, the Company completed a note payable agreement with the institutional investor with a face amount of $16.1 million, an original issue discount of $1.1 million, and a stated interest rate of 9.0%. The original issue discount has been amortized to interest expense starting with an estimated effective interest rate of 16.3%, which was later adjusted to 11.8% as of December 2022 due to changes in timing of payments. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1.5 million per month beginning 6 months after initial issuance. The carrying value was $17.2 million at December 31,2022. On June 9, 2022, the Company completed a note payable agreement with the institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.4%, which was later adjusted to 14.4% due to changes in timing of payments and an original issue discount of $0.7 million. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1.0 million per month beginning 6 months after initial issuance. This note also includes a debt reduction clause whereby the Company agreed to make payments on all of its outstanding agreements with the investor totaling at least $4 million for each of the months of June and July 2022. If the Company failed to make the required payments, the Lender’s sole and exclusive remedy was to require as liquidated damages, a ten percent (10%) increase to the outstanding balance for such month on this note. This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On August 2, 2022, the Company completed a note payable agreement with the institutional investor with a face amount of $8.6 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.4%, and an original issue discount of $0.6 million. The note payable was payable within eighteen (18) months after the purchase date and the creditor could request payment of up to $0.8 million per month beginning 6 months after initial issuance. This note also included a debt reduction clause whereby the Company had agreed to make payments on all of its outstanding agreements with the investor totaling at least $4 million for each of the months of October, November and December 2022. If the Company failed to make the required payments, the Lender’s sole and exclusive remedy was to require as liquidated damages, a ten percent (10%) increase to the outstanding balance for such month on this note. This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On September 29, 2022, the Company completed a note payable agreement with the institutional investor with a face amount of $5.4 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.5%, and an original issue discount of $0.4 million. The note payable was payable within eighteen (18) months after the purchase date and the creditor could request payment of up to $0.5 million per month beginning 6 months after initial issuance. This note also includes a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $4 million for each of the months of February, March and April 2023. If the Company failed to make the required payments, the Lender’s sole and exclusive remedy was to require as liquidated damages, a ten percent (10%) increase to the outstanding balance for such month on this note. This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On December 9, 2022, the Company entered into a Forbearance and Investment Agreement with an institutional investor and its successors and/or assigns, an institutional accredited investor pursuant to which the Company issued a Secured Promissory Note in the face amount of $42.1 million (the “New Note”). The New Note reflects the cancellation of $36.7 million of obligations under certain prior promissory notes issued to the institutional investor and $5,000,000 of additional funds made available to the Company. As part of the cancellation of the former debt, the Company recorded a loss on extinguishment of $1.3 million. The New Note carries an original issue discount of $350,000 and reimbursement of Investor’s transactional expenses of $50,000, which are included in the initial principal balance of the New Note. The New Note bears interests at nine percent (9%) per annum and has a maturity date of 18 months after its issuance date of December 9, 2022. We may prepay all or a portion of the outstanding obligations under the New Note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months after December 9, 2022, the Investor has the right to redeem up to $2,500,000 per month of amounts due under the New Note, as more fully described in the New Note. Subject to certain conditions, as described in the New Agreement, the Investor agreed to fund an additional $5.0 million to us on each of January 15, 2023 and February 15, 2023. As a result of the Company not meeting its debt reduction requirements in various months during 2022, the Company recorded a total of $8.0 million of liquidated damages in 2022.

(8)	On August 18, 2022, the Company entered into a Prepaid Advance Agreement (the “PPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $5.0 million from Yorkville (or such greater amount that the parties may mutually agree) (the “Pre-Paid Advance”), with a limitation on outstanding Pre-Paid Advances of $5.0 million and an aggregate limitation on the Pre-Paid Advances of $50.0 million. Each such Pre-Paid Advance will be offset upon the issuance of the Company’s common stock, par value $0.001 per share (“Common Stock”) to Yorkville at a price per share equal to the lower of: (a) a price per share equal to $0.01 above the market price on The Nasdaq Global Select Market (“Nasdaq”) as of the trading day immediately prior to the date of each closing (the “Fixed Price”), or (b) 96% of the lowest daily volume weighted average price of our Common Stock on Nasdaq during the five (5) trading days prior to each conversion date (the “Market Price” and the lower of the Fixed Price and the Market Price shall be referred to as the “Purchase Price”); however, in no event shall the Purchase Price be less than $0.20 per share. The Company elected the fair value option for this agreement with the debt being marked to market on a quarterly basis. The debt had an original issue discount of $150 thousand and with a carrying value of $1.8 million at December 31, 2022. The discount is amortized through interest expense over the life of the loan. The note had an original maturity date of October 27, 2022, which was extended to February 2023 in October 2022. See note 3 for fair value information on this prepaid advance agreement.

(9)	In October 2020, the Company entered into a conditional settlement agreement with a subcontractor as amended to make payments of $3.5 million, of which $2.6 million is at zero interest, $0.9 million is at 5% interest and the total term of the agreement as amended to be two and a half years. The Company made a $0.5 million payment in the fourth quarter of 2021. The Company made a $150,000 payment in February 2022, a $350,000 payment on March 31, 2022, and a $150,000 payment in December 2022. The Company is scheduled to make the final payments on the note in 2023 with the final payment of $1.5 million along with any accrued interest in April 2023.

(10)	Represents Full Moon Telecom, LLC and Coax Fiber Services opening balance sheet loan to prior Full Moon Telecom, LLC and Coax Fiber Services owners.

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The following shows the elements of the Non-recourse payable agreements:

(In thousands)
	Face Value		Repayments			Loan Origination Fees			Discounts			Amortization of Discounts		Balance as of December 31, 2022
Non-recourse payable agreements	$	11,440	$	(1,040	)	$	(160	)	$	(3,440	)	$	555	$	7,355

The following table details the maturity of the notes payable for Orbital Infrastructure Group, Inc.:

(In thousands)
	As of December 31,
	2022
2023	$	176,383
2024		24,835
2025		21,318
2026		131,680
2027		138
Less interest portion of payments		(109,118	)
Total	$	245,236

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8. LINE OF CREDIT

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

9. COMMITMENTS AND CONTINGENCIES

Legal Matters

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

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

In the ordinary course of business, Orbital Infrastructure Group and its subsidiaries are required by certain customers to provide performance and payment bonds for contractual commitments related to its projects. These bonds provide a guarantee to the customer that the Company will perform under the terms of a contract and that the Company will pay its subcontractors and vendors. If the Company fails to perform under a contract or to pay its subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for expenses or outlays it incurs. The bonds will remain in place as the Company completes projects and resolves any disputed matters with the customers, vendors and subcontractors related to the bonded projects. As of December 31, 2022 the total amount of the outstanding performance and payment bonds was approximately $16.4 million. Orbital Solar Services has bonding for unconsolidated third parties related to two separate projects that had $16.0 million left to complete the jobs. Front Line Power had $0.4 million dollars in bonding related to ongoing electric power work for an individual customer. The Company does not expect any liability associated with these off-balance sheet arrangements.

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

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Contingent Liabilities

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

The Company and its subsidiary, OSS, are also involved in a contract dispute with Jingoli Power (“Jingoli”) regarding the Joint Venture between Jingoli and OSS for construction of the Black Bear and Happy - Lightsource BP Projects. The Company contends that Jingoli unjustifiably and without proper authority took over management and control of the two projects and that, as a direct result of Jingoli’s mismanagement, the projects have suffered significant losses. The Company has disclosed and accrued losses including liquidated damages for both projects and is currently pursuing its contractual remedies to collect on losses from Jingoli.

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

Syndicated debt - subscription agreement financial instrument

To the extent that the Company issues shares of its common stock at a price less than the current reference price, the Company is obligated to issue additional shares to the syndicated lenders based on formulas included in their subscription agreements. When additional shares are issued to the lenders, the reference price is reset. The reference price was $0.15 at December 31, 2022. The financial instrument liability had a fair value of $0.5 million at December 31, 2022. See Note 3 for additional information on the fair value of the financial instrument as of December 31, 2022.

10. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

Common Stock Dividend Restrictions

As of December 31, 2022, there are no restrictions on common stock dividends. Also, at December 31, 2022 and 2021, retained earnings were not restricted upon involuntary liquidation.

S-3 registration and share issuances

The Company filed an S-3 registration statement on July 17, 2020 containing a prospectus that was effective in September 2020. The Company utilized this filing in January 2021 to issue common stock for $45 million before costs. The Company filed a new S-3 shelf registration in January 2021, which, as amended, became effective in April 2021. With this filing, Orbital Infrastructure Group may from time-to-time issue various types of securities, including common stock, preferred stock, debt securities and/or warrants, up to an aggregate amount of $150 million. The Company utilized this S-3 registration to issue additional common stock in July 2021 for $38 million before costs of approximately $2.3 million for net proceeds of approximately $35.7 million. In April 2022, the Company issued 9,000,000 shares of common stock and pre-funded warrants to purchase up to 7,153,847 shares of Common Stock for a total raise of $21.0 million before expenses. Warrants were included as warrant liabilities at December 31, 2022. In addition, the Company issued 16,153,847 warrants exercisable at $1.31 that are not prefunded but are reserved against the S-3 in the amount of $21.2 million. In the third and fourth quarters of 2022, the Company issued an additional $3.9 million in common shares against the S-3 leaving $65.9 million against the S-3 for future issuances.

Other share issuances

The Company has debt with an institutional investor that on occasion has accepted common stock in lieu of scheduled cash payments. In 2022, the Company issued 20,297,993 shares to this investor for $15.9 million including a $2.8 million loss on extinguishment.

In 2022, the Company issued 24,963,451 common shares as part of a subscription agreement with the lenders of the Company's syndicated debt. See Note 3 - Investments and Fair Value Measurements and Note 9 - Commitments and Contingencies for more information on the related subscription financial instrument.

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Stock Appreciation Rights ("SARS")

Through December 31, 2021, the Company had been vesting a series of stock appreciation rights (SARS) to be settled in cash to certain executives. At December 31, 2021 there were 3,126,000 of non-vested cash-settled SARS outstanding at a weighted average fair value of $1.45. The Company recorded $2.1 million of compensation related to SARs in the year ended December 31, 2021. Unamortized expense for SARS at December 31, 2021 was $4.3 million.

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

The number of SARS granted to each of the executives equated to the corresponding dollar amount of a portion of the cash bonus otherwise due to them pursuant to their employment agreements. The SARS were subject to acceleration upon a change in control or termination of the executive’s employment with the Company in certain circumstances.


Month Issued	April 2021
Number Issued		3,770,960
Interest Rate		0.34	%
Estimated Volatility		156	%
Stock Price at Issuance	$	4.17
Years to Maturity		1.5
Grant date Value per Right	$	3.56

The 2021 grant was issued with a $2.89 exercise price.

The SARS were valued using a binomial lattice model. Because the SARS were to be settled in cash, the obligation for them was accounted for as a liability rather than equity. Quarterly, the SARS were revalued and the new value was amortized. Information on the 2021 grant date value of the SARS and weighted average inputs to the binomial lattice model are as follows:

	2021
Weighted average expected term at December 31 (years)		1.55
Total fair value of all awards at December 31	$	6,979,824
Total fair value of all vested awards at December 31	$	2,701,802
Total intrinsic value at December 31	$	1,255,078

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Restricted Stock Units:

In 2022, the Company granted Restricted stock units to certain key employees of the Company from the Company's 2020 Incentive Award Plan. RSUs generally vest over 3 years. In 2022, there were four grants totaling 823,883 units that immediately vested. New common shares are issued for vested RSUs. RSU activity in 2022 and 2021 was as follows:

	*Number of restricted stock units*			*Weighted-average grant date fair value*

Non-vested shares, December 31, 2020		—		$	—
Granted		4,386,107			4.64
Vested		(1,367,319	)		4.76
Forfeited		—			—
Non-vested shares, December 31, 2021		3,018,788			4.58
Granted		6,090,765			1.32
Vested		(2,760,687	)		1.67
Forfeited		(2,185,104	)		5.26
Non-vested shares, December 31, 2022		4,163,762		$	1.38

The Company recorded $4.6 million of expense related to vested RSUs in 2022 offset by forfeitures of $5.4 million for a net credit to expense of $0.8 million in 2022. This compares to $10.6 million of expense related to vested RSUs in 2021. Unamortized expense on unvested RSUs was $3.8 million and $9.7 million at December 31, 2022 and December 31, 2021, respectively. Unvested RSUs have a weighted average remaining life of 1.96 years and 1.80 years as of December 31, 2022, and December 31, 2021.

Employee Stock Options and other share-based compensation

At the 2020 Annual Meeting of Shareholders, the Company’s shareholders approved the Orbital Infrastructure Group 2020 Incentive Award Plan and authorized a share limit of 2,000,000 shares. In 2021, the Company's shareholders approved an increase in shares available for the 2020 Incentive Award Plan from a total of 2 million shares to a total of 5 million shares. In 2022, the Company's shareholders approved an additional 5,000,000 shares. As of December 31, 2022 there are 3,039,900 remaining shares available to grant under the 2020 Incentive Award Plan. This Plan replaced the 2008 and 2009 Equity Incentive Plan, which had expired.

The purpose of the Orbital Infrastructure Group 2020 Incentive Award Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to Orbital Infrastructure Group by providing these individuals with equity ownership opportunities. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants the perspective of an owner with an equity stake in Orbital Infrastructure Group and providing a means of recognizing their contributions to the success of Orbital Infrastructure Group. Our board of directors and management believe that equity awards are necessary to remain competitive in its industry and are essential to recruiting and retaining the highly qualified employees who help Orbital Infrastructure Group meet its goals. A primary purpose of the plan is to provide OIG with appropriate capacity to issue equity compensation in anticipation of future acquisitions.

The Orbital Infrastructure Group 2020 Incentive Award Plan provides for the grant of stock options, including ISOs and nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, dividend equivalents, restricted stock units (“RSUs”) and other stock or cash-based awards. Certain awards under the Orbital Infrastructure Group 2020 Incentive Award Plan may constitute or provide for payment of “nonqualified deferred compensation” under Section 409A of the Code. All awards under the Orbital Infrastructure Group 2020 Incentive Award Plan will be set forth in the award agreement, which will detail the terms and conditions of awards, including any applicable vesting and payment terms and post termination exercise limitations. Most awards shall be subject to a minimum vesting of one year from the Grant Date. A brief description of each award type follows.

	●	Stock Options and SARs. Stock options provide for the purchase of shares of common stock of Orbital Infrastructure Group in the future at an exercise price set on the grant date. ISOs, in contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. SARs entitle their holder, upon exercise, to receive from Orbital Infrastructure Group an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The plan administrator will determine the number of shares covered by each option and SAR, the exercise price of each option and SAR and the conditions and limitations applicable to the exercise of each option and SAR. The exercise price of a stock option or SAR will not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of a stock option or SAR may not be longer than five years.
	●	Restricted Stock. Restricted stock is an award of nontransferable shares of common stock of Orbital Infrastructure Group that remain forfeitable unless and until specified conditions are met and which may be subject to a purchase price. Upon issuance of restricted stock, recipients generally have the rights of a stockholder with respect to such shares, which generally include the right to receive dividends and other distributions in relation to the award. The terms and conditions applicable to restricted stock will be determined by the plan administrator, subject to the conditions and limitations contained in the Orbital Infrastructure Group 2020 Incentive Award Plan.
	●	RSUs. RSUs are contractual promises to deliver shares of common stock of Orbital Energy Group in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of common stock of Orbital Infrastructure Group prior to the delivery of the underlying shares (i.e., dividend equivalent rights). The Company accounts for forfeitures of employee awards as they occur. The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant. The terms and conditions applicable to RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the Orbital Infrastructure Group 2020 Incentive Award Plan.
	●	Other Stock or Cash Based Awards. Other stock or cash-based awards are awards of cash, shares of common stock of Orbital Infrastructure Group and other awards valued wholly or partially by referring to, or otherwise based on, shares of common stock of Orbital Infrastructure Group or other property. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled. The plan administrator will determine the terms and conditions of other stock or cash-based awards, which may include any purchase price, performance goal, transfer restrictions and vesting conditions, subject to the conditions and limitations in the Orbital Infrastructure Group 2020 Incentive Award Plan.

The Orbital Infrastructure Group 2020 Incentive Award Plan provides that the plan administrator may establish compensation for non-employee directors from time to time subject to the Orbital Infrastructure Group 2020 Incentive Award Plan’s limitations. The plan administrator will from time to time determine the terms, conditions and amounts of all non-employee director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that, the sum of any cash compensation or other compensation and the grant date fair value of any equity awards granted under the Orbital Infrastructure Group 2020 Incentive Award Plan as compensation for services as a non-employee director during any fiscal year may not exceed $250,000 per year of a non-employee director’s service as a non-employee director. The non-employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving the non-employee Director.

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A summary of the stock options granted to employees and directors and changes during the year are presented below:

	For the Year Ended December 31, 2022
	Number of Options			Weighted Average Exercise Price ($)		Weighted Average Remaining Contract Life (years)		Aggregate Intrinsic Value ($ '000)
Balance at beginning of year		237,985		$	6.14		1.41	$	—
Exercised		—			—		—		—
Expired		(40,098	)		4.56		—		—
Balance at end of year		197,887		$	6.46		0.63		—
Exercisable		197,887		$	6.46		0.63		—

As of December 31, 2022 and 2021 all issued and outstanding stock options were fully vested. There was no unamortized expense related to unvested stock options at December 31, 2022 and 2021. There were no options granted during 2022 and 2021.

11. RELATED PARTY TRANSACTIONS

Executive Chairman of the Board of Directors, Chief Legal Counsel, and former Chief Executive Officer, William J. Clough’s son Nicholas J. Clough, serves as Vice President of Greenfield Operations, Orbital Infrastructure Group. In 2022 and 2021, Mr. Clough received an aggregate salary of $375 thousand and $360 thousand, respectively, and received a cash bonus of zero and $309 thousand in fiscal 2022 and 2021, respectively. In 2021, Mr. Clough was granted 235,876 stock appreciation rights with a grant date fair value of $840 thousand. These SARS were to vest and be payable on the first, second and third anniversaries of the grant date. He also received other benefits valued at $33 thousand and $43 thousand in 2022 and 2021, respectively. Nicholas J. Clough does not report to William J. Clough nor does William J. Clough have input regarding Nicholas J. Clough’s salary, bonus, or performance. Mr. Clough’s salary and bonus is set by his direct supervisor and relevant market conditions, while his performance is evaluated and monitored by his direct supervisor. In addition, pursuant to Company policy, any related-party bonus and/or salary change in excess of $50,000 is independently reviewed and approved by the Company’s Compensation Committee, comprised of Independent Board Members from the Company’s Board of Directors.

12. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss are as follows:

(In thousands)	As of December 31,
	2022			2021
Foreign currency translation adjustment	$	(691	)	$	(3,995	)
Accumulated other comprehensive loss	$	(691	)	$	(3,995	)

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13. RESTRUCTURING AND IMPAIRMENT CHARGES

Restructuring Charges

In September 2022, the Company fully impaired its finance lease equipment related to the Eclipse Foundation Group in the Electric Power segment. These pieces of equipment are drilling specific and at this time, the Company does not plan to use the equipment for the remaining term of the leases. As these leases are non-cancelable and do not include a sub-leasing option, the full finance lease assets related to Eclipse in the Electric Power segment have been removed from the balance sheet and an equal impairment was recognized in the amount of $4.5 million. Future payments at the time of impairment related to these leases was approximately $5.2 million to be paid through June 2026.

During the fourth quarter of 2019, the Company completed the sale of its largest group within the Power and Electromechanical segment. The Company recorded an accrued liability of $4.0 million Canadian dollars ($3.1 million US dollars at December 31, 2019) for estimated employee termination costs and the lease for the CUI-Canada facility expired in the fourth quarter of 2020. This termination accrual was adjusted down by $0.3 million Canadian dollars ($0.2 million US dollars) based on updated estimates in 2020. The termination costs began to be paid out in the third quarter of 2020 and the majority of the remaining accrual was paid in the fourth quarter of 2020. Final amounts were paid in 2021 (see table below). All restructuring costs related to CUI-Canada are included in the statement of operations on the line labeled Income from operations of discontinued operations.

Activity in the termination benefit liability in 2021 is as follows:

	For the Year ended December 31,
CUI-Canada termination benefits (In thousands)	2021

January 1 liability balance	$	371
Severance accrual adjustments		—
Severance payouts		(376	)
Translation		5
December 31 liability balance	$	—

14. INCOME TAXES

(Loss) income before income taxes consisted of the following:

(In thousands)	For the Years Ended December 31,
	2022			2021
Continuing operations	$	(277,089	)	$	(60,351	)
Discontinued operations		(2,317	)		(12,705	)
Loss before income taxes	$	(279,406	)	$	(73,056	)

Loss from continuing operations before taxes consisted of the following:

(In thousands)	For the Years Ended December 31,
	2022			2021
U.S. operations	$	(277,904	)	$	(60,351	)
Foreign operations		815			—
Loss before income taxes	$	(277,089	)	$	(60,351	)

The income tax (benefit) expense allocation for the years ended December 31, 2022 and 2021 consisted of the following:

(In thousands)	For the Years Ended December 31,
	2022		2021
Continuing operations	$	846	$	(10,508	)
Discontinued operations		—		(1,334	)
Total income tax expense (benefit)	$	846	$	(11,842	)

The income tax (benefit) expense from continuing operations consisted of the following:

(In thousands)	For the Years Ended December 31,
	2022			2021
Current:
Federal	$	—		$	—
State and local		129			370
Foreign		1,063			—
Total current provision		1,192			370
Deferred:
Federal		(260	)		(8,714	)
State and local		—			(2,164	)
Foreign		(86	)		—
Total deferred (benefit)		(346	)		(10,878	)
Total income tax expense (benefit)	$	846		$	(10,508	)

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The following table provides a reconciliation of the federal statutory tax at 21% to the recorded tax expense (benefit) from continuing operations for the years ended December 31, 2022 and 2021, respectively:

(In thousands)	For the Years Ended December 31,
	2022			2021
Computed federal income taxes at the statutory rate (benefit)	$	(58,189	)	$	(12,674	)
State taxes		(3,764	)		292
Permanent tax differences		1,662			2,140
Foreign tax rates and tax credits differing from USA		73			—
Federal true-ups and carryovers		1,106			—
Expired NOL's		—			541
Change in valuation allowance		59,958			(807	)
Total income tax (benefit)	$	846		$	(10,508	)

Effective tax rate		(0.31	)%		17.41	%

The Company accounts for income taxes under the asset-liability method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided when it is “more likely than not” that the benefits of existing deferred tax assets will not be realized in a future period. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021, respectively, are as follows:

(In thousands)	As of December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	43,885		$	23,941
Property and equipment		257		$	—
Intangible assets		19,113			—
163(j) interest expense limitation		11,139			—
Inventory and accounts receivable reserves		952			1,826
Operating lease obligations		7,175			8,058
Debt related		1,627			—
Accrued liabilities		2,530			786
Other		11			4,371
Valuation allowance		(77,944	)		(20,129	)
Deferred tax assets after valuation allowance		8,745			18,853
Deferred tax liabilities:
Intangible assets		—			(9,426	)
Property, plant and equipment		—			(9,588	)
ROU assets		(5,825	)		—
Accounting method change		(2,742	)		—
Total deferred tax liabilities		(8,567	)		(19,014	)
Net deferred tax asset (liability)	$	178		$	(161	)

The Company adopted the provisions of ASU 2015-17 in 2015. ASU 2015-17 requires that all deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The net deferred tax asset as of December 31, 2022 is recorded within other assets.

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $57.8 million during 2022 and $0.3 million during 2021.

Net operating loss carryforwards as of the financial statement date are as follows:

(in thousands)
	Amount		Expiration Years
Net operating losses, federal (post- December 31, 2017)	$	158,811	Do Not Expire
Net operating losses, federal (pre-January 1, 2018)		34,110		2027-2038
Net operating losses, state		957		2033-2038

The Company files consolidated income tax returns for federal and many state jurisdictions in addition to separate subsidiary income tax returns in Australia, Canada, India, Belgium and the United Kingdom. As of December 31, 2022, the Company is not under examination by any income tax jurisdiction. The Company is no longer subject to examination in the USA for years prior to 2019.

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15. CONCENTRATIONS

During 2022, 75% of revenues were derived from four customers that individually had over 10% of our total revenues: Customer 1 with 27%, Customer 2 with 23%, Customer 3 with 15% and customer 4 with 10%. During 2021, 26% of revenues were derived from two customers that individually had over 10% of our total revenues: Customer 2 with 11% and Customer 3 with 15%.

The Company’s major product lines in 2022 and 2021 were electric power transmission and distribution maintenance and service, utility-scale solar construction projects and telecommunications maintenance and services.

At December 31, 2022, of the gross trade accounts receivable totaling approximately $53.4 million, four individual customers made up approximately 72% of the Company's total trade accounts receivable: Customer 1 at 11%. Customer 2 at 26%, Customer 3 at 14% and Customer 4 at 21%. At December 31, 2021, of the gross trade accounts receivable totaling approximately $50.2 million, two individual customers made up approximately 46% of the Company's total trade accounts receivable: Customer 1 at 16% and Customer 2 at 30%.

For the 12 months endedDecember 31, 2022, there were no supplier concentrations. For the 12 months endedDecember 31, 2021, there was one supplier concentration of approximately 12%.

For the years ended December 31, 2022 and 2021, the Company had no foreign revenue concentrations or foreign trade accounts receivable concentrations outside the United States.

As of December 31, 2022 and 2021, 13% and 15%, respectively, of the Company's total labor force was subject to a collective bargaining agreement.

16. LEASES

Effective January 1, 2019, the Company implemented the new accounting guidance on leases found in ASC 842, Leases. As part of its transition, the Company elected to utilize the transition method of adoption. Under the transition method, the Company includes the new required disclosures for the current period and provides the disclosures required by the previous guidance found in ASC 840 for the prior year comparative periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classifications and allowed the Company to exclude leases with an initial term of 12 months or less (after consideration of renewal options) from being recorded on the Company's consolidated balance sheet; the Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. At December 31, 2022 the Company did not factor in any renewal options when calculating its consolidated right-of-use assets and lease obligations as the options were not considered reasonably certain to be exercised. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company reviewed outstanding service contracts to determine if any of the Company's service contracts contained an embedded lease. Determining whether a contract contains a lease requires judgement. The Company did not identify any new leases through this process. The new lease accounting guidance also changes the name of leases formerly referred to as Capital leases under ASC 840 to Financing leases under ASC 842.

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The Company rents office space and warehouse space, which it uses for the Corporate Headquarters in Houston, Texas. The Houston Headquarters property lease expired in the second half of 2022 and the Company began a lease at a new facility in November 2022 that runs through August 2026. During the year ended December 31, 2022, rent expense on this lease was approximately $33 thousand per month for the lease that expired in 2022, and approximately $7 thousand per month for the new lease entered into in late 2022. In addition, the company has two corporate leases in Portland, Oregon, one running through April 2027 and another running through December 2028. These leases when combined approximate $28 thousand monthly as of December 31, 2022.

The Company sublets office space in Irving, Texas for corporate support services and Orbital Power Inc. office personnel; the lease runs through 2023. Orbital Power Inc. also maintains an equipment yard in Sherman, Texas that houses equipment primarily for Orbital Power, Inc. for which the lease runs until 2023. During the year ended December 31, 2022, rent expense on these leases were a combined average of $7 thousand per month.

Orbital Power Inc. and Eclipse Foundation Group rent equipment as well as vehicles for use on their jobs. These vehicle leases range from 3 to 7-year terms. During the year ended December 31, 2022, rent expense on operating leases when combined approximated $0.4 million monthly. Depreciation and interest expense on finance leases at Orbital Power, Inc. and Eclipse Foundation for the year ending December 31, 2022 averaged $0.4 million monthly.

Gibson Technical Services leases six properties, one in Georgia, North Carolina, South Carolina, Virginia, Louisiana, and New York with lease terms ranging from 2-8 years. During the year ended December 31, 2022, rent expense on these leases were a combined average of $20 thousand per month. In addition, Gibson Technical Services rents multiple pieces of equipment. Rent expenses on these equipment leases combined were approximately $28 thousand per month. IMMCO, a subsidiary of Gibson Technical Services, rents four office spaces in Kochi, India. Rent expenses on these leases when combined approximate $10 thousand per month with one lease running through 2023,two leases running through 2026, and one lease running through 2036.

Front Line Power Construction rents four office spaces in Rosharon, Texas, three of which run through November 2024 and one which runs through September 2025. Rent expense on these leases when combined approximate $26 thousand per month. In addition, Front Line Power Construction has finance equipment leases at December 31, 2022, that approximate $33 thousand monthly in depreciation and interest expense.

Orbital Solar Services rents office space in Raleigh, North Carolina and Phoenix, Arizona through February 2024 as well as multiple pieces of equipment. Rent expense on these leases were a combined approximately $34 thousand per month. Orbital Solar Services has one equipment finance lease with approximately $1 thousand in cost a year.

Consolidated rental expense on operating leases was $6.7 million and depreciation on financing leases was $5.0 million for the year ended December 31, 2022 and is included in cost of revenue and selling, general and administrative expense, on the condensed consolidated statement of operations. Interest expense for finance leases was $0.9 million for the year ended December 31, 2022.

Future minimum operating lease obligations for continuing operations at December 31, 2022 are as follows for the years ended December 31:

(In thousands)
2023	$	5,565
2024		4,676
2025		3,103
2026		2,584
2027		2,352
Thereafter		1,512
Less interest portion		(2,902	)
Total operating lease obligations	$	16,890

Total lease cost and other lease information is as follows:

	For the Year			For the Year
	Ended			Ended
	December 31,			December 31,
	2022			2021
(In thousands)
Operating lease cost	$	6,487		$	3,897
Short-term lease cost		83			265
Variable lease cost		666			732
Sublease income		(516	)		(501	)
Total lease cost	$	6,720		$	4,393

Other information
Cash paid for amounts included in the measurement of lease obligations:
Operating cash flows used in operating leases	$	(8,509	)	$	(3,515	)
Right-of-use assets obtained in exchange for new operating lease obligations	$	4,152		$	13,707
Weighted-average remaining lease term - operating leases (in years)		4.5			4.6

Weighted-average discount rate - operating leases		7.1	%		6.9	%

Future minimum finance lease obligations are as follows:

(In thousands)
2023	$	5,977
2024		5,331
2025		1,846
2026		896
2027		48
Thereafter		—
Less interest portion		(1,109	)
Total financing lease obligations	$	12,989

Total financing lease costs are as follows:

	For the Year			For the Year
	Ended			Ended
	December 31,			December 31,
	2022			2021

Depreciation of financing lease assets	$	4,958		$	2,166
Interest on lease liabilities		889			402
Total finance lease cost	$	5,847		$	2,568


Other information
Cash paid for amounts included in the measurement of lease obligations:
Operating cash flows used in financing leases	$	(889	)	$	(402	)
Financing cash flows from financing leases	$	(5,073	)	$	(1,995	)
Right-of-use assets obtained in exchange for new financing lease obligations	$	1,369		$	16,868
Weighted-average remaining lease term - financing leases (in years)		2.7			2.9

Weighted-average discount rate - financing leases		6.6	%		6.5	%

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

17. Business Combinations

See Note 5 - Goodwill and Other Intangible assets for information on 2022 Goodwill impairments.

Acquisition of Coax Fiber Solutions

Effective March 7, 2022, GTS, an OIG subsidiary included in the Telecommunications segment, entered into a share purchase agreement to acquire Coax Fiber Solutions (CFS), a Georgia based GDOT Certified contractor specializing in Aerial Installation, directional drilling, trenching, plowing, and missile crews for telecommunications, power, gas, water, CCTV, ATMS, and traffic signal cable installation. GTS paid $0.8 million and issued 125,000 shares of restricted common stock to the Seller to purchase CFS with the stock valued at $146,000. Goodwill reflects the excess purchase price over the fair value of net assets. The Company recorded opening balance items of $0.4 million of current assets, $0.5 million of fixed assets, $1.5 million of goodwill, and $1.5 million of liabilities as part of this transaction. As this was a stock acquisition, goodwill is not tax deductible.

Front Line Power Construction, LLC

On November 17, 2021, Kurt A. Johnson, Jr. (the Active Seller) and Tidal Power Group LLC, a Texas limited liability company (the Passive Seller and together with the Active Seller, collectively, the Sellers), and Orbital Infrastructure Group, Inc., a Colorado corporation (Buyer or the Company) entered into a Membership Unit Purchase Agreement (the Purchase Agreement). Under the Purchase Agreement, the Company purchased all of the issued and outstanding membership interests of Front Line Power Construction, LLC (FLP) from the Sellers for the purpose of expanding the Company’s market opportunities and creating synergies. FLP is a Houston-based full-service electrical infrastructure service company that provides construction, maintenance, and emergency response services. The Company has included the financial results of FLP in the consolidated financial statements from the date of acquisition and recorded $9.2 million of revenues and $98 thousand loss for the period from November 17, 2021 through December 31, 2021. The transaction costs associated with the acquisition were approximately $230 thousand and were recorded in general and administrative expense. The acquisition date fair value of the consideration transferred for FLP was approximately $219.2 million, which consisted of the following (in thousands):

Cash	$	101,536
Working capital adjustment payable		14,092
Fair value of unsecured promissory notes		86,001
Fair value of common stock issued to Sellers		17,612
Fair value of purchase consideration	$	219,241

The cash consideration paid by the Buyer includes cash paid to the Sellers of $101.5 million, cash paid for the Sellers indebtedness of $1.0 million, and cash paid for the Sellers transaction expenses of $4.4 million. The Company funded the FLP acquisition through the issuance of a $105 million term loan on November 17, 2021, with a maturity date of November 21, 2026 (see Note 7).

The Buyer issued two unsecured promissory notes to the Sellers of FLP, in the aggregate principal amount outstanding of $86.7 million (the Seller Notes) and an estimated fair value of $86.0 million. The Seller Notes as amended are due in full, including any accrued and unpaid interest, on May 31, 2023 and accrue interest at a rate of 6% per annum. The Sellers also received a total of 11,622,018 shares of restricted common stock of the Buyer. The fair value of the unsecured promissory notes and the Buyer equity issued to Sellers was estimated using a market approach.

The Company accounted for the acquisition as a business combination in accordance with ASC Topic 805,Business Combinations. The Company applied the acquisition method, which requires the assets acquired and liabilities assumed be recorded at fair value with limited exceptions. The following table summarizes the fair values of assets and preliminary purchase price allocation for assets acquired and liabilities assumed as of the date of acquisition (in thousands):

Cash and cash equivalents	$	6,779
Trade accounts receivable		15,726
Contract assets		2,092
Prepaid expenses and other current assets		481
Property and equipment		18,730
Other long-term assets		531
Indefinite lived intangible assets		15,027
Definite lived intangible assets		93,211
Accounts payable		(620	)
Contract liabilities		(120	)
Accrued expenses		(2,747	)
Net assets acquired		149,090
Goodwill		70,151
Purchase price allocation	$	219,241

The excess of the fair value of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce, synergies, and expanded market opportunities, for which there is no basis for U.S. income tax purposes. Goodwill amounts are not amortized, but are rather tested for impairment at least annually during the second quarter.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands):

	Fair Value		Useful Life
Customer relationships	$	84,012	15 years
Backlog		9,186	1 year
Tradename		15,027	Indefinite
Software		13	3 years
Total intangible assets	$	108,238

Full Moon Telecom, LLC

Effective October 22, 2021, the Company's subsidiary, Gibson Technical Services, Inc. ("GTS") entered into and closed upon a Purchase Agreement by and among the Company and the owners of Full Moon Telecom, LLC (“Full Moon”). Full Moon is a Florida-based privately-owned telecommunications service provider that offers an extensive array of wireless service capabilities and experience including Layer 2/Layer3 Transport, Radio Access Network (“RAN”) Integration, test and turn-up of Small Cell systems and Integration/Commissioning of Distributed Antenna (“DAS”) systems.

The acquisition adds revenues and was accretive to earnings for GTS and OIG in its first fiscal quarter with the Company. Full Moon is a wholly-owned subsidiary of GTS, expanding GTS’s service offerings to its customers.

Full Moon’s additional capabilities include providing site surveys, regulatory support, project management, continuous wave testing, scanner walks, optimization/data collection and E911 data validation and testing. These additional skill sets combined with Full Moon’s RAN integration and DAS commissioning efforts have allowed for an expanded service offering and turnkey approach to ensuring the on time delivery and quality on end-to-end solutions to wireless customers. Factors that contribute to the Company’s goodwill in Full Moon Telecom, LLC, include the highly skilled and technically competent workforce at Full Moon. This workforce when combined with Gibson Technical Services and IMMCO provide synergies that increase the unique portfolio of services provided to their customers and further penetrate the telecommunications market.

Subject to the terms and conditions set forth in the Purchase Agreement, the purchase consideration for 100% of the ownership of Full Moon was $2.0 million, with the consideration structured as follows:

$1.2 million in cash paid at closing less the amount needed to pay certain outstanding debt of Full Moon; and plus or minus the amount needed for estimated closing working capital to equal a 2 to 1 ratio; and

227,974 shares of restricted common stock issued to the Full Moon owners with an aggregate fair value of $368 thousand based upon a per share value of $1.614.

The Purchase Agreement provided for the adjustment of the selling price to adjust the final closing working capital at the acquisition date as a post-closing adjustment for net working capital above or below a 2-1 ratio for the closing working capital ratio estimated on the acquisition date and to be finalized within 45 days after the closing date of October 22, 2021. This was calculated to be an additional $381 thousand of cash consideration.

The Purchase Agreement contains various customary representations, warranties and covenants.

The Company accounted for the acquisition as a business combination in accordance with ASC Topic 805,Business Combinations. The Company applied the acquisition method, which requires the assets acquired and liabilities assumed be recorded at fair value with limited exceptions. The following table summarizes the fair values and preliminary purchase of assets acquired and liabilities assumed as of the date of acquisition (in thousands):

Cash and cash equivalents	$	747
Trade accounts receivable		297
Property and equipment		124
Intangible, Tradename (indefinite)		159
Intangible, Customer relationships (10-year life)		210
Accounts payable		(197	)
Accrued expenses and other liabilities		(182	)
Net assets acquired		1,158
Goodwill		826
Purchase price allocation	$	1,984

The Company has included the financial results of Full Moon Telecom, LLC in the consolidated financial statements from the date of acquisition and recorded $1.0 million of revenues and $0.3 million of earnings for the period from October 22, 2021 through December 31, 2021.

IMMCO, Inc.

Effective July 28, 2021, the Company entered into a share purchase agreement to acquire IMMCO, Inc., an Atlanta-based telecommunications company providing enterprise solutions to the cable and telecommunications industries since 1992. The acquisition was effectuated pursuant to the Share Purchase Agreement (the “Agreement”), with the shareholders of IMMCO (the "Seller"). Orbital Infrastructure Group paid $16 million and issued 874,317 shares of restricted common stock issued to the Seller ($2.5 million estimated fair value as of July 28, 2021) plus a $0.6 million working capital adjustment for a combined total of $19.1 million. Goodwill reflects the excess purchase price over the fair value of net assets. The Company recorded $11.0 million of goodwill as part of this transaction and all of this goodwill is deductible for tax purposes. Factors that contribute to the Company’s goodwill at IMMCO include the significant synergies added to the Company’s Telecommunications segment by expanding the depth and breadth of the customer solutions provided. Acquisition-related expenses incurred during the year ended December 31,2021 for the IMMCO acquisitions were approximately $0.6 million before taxes, which were recognized within the Selling, general and administrative expense line of the Condensed Consolidated Statements of Operations.

The purchase consideration was as follows (in thousands):

Purchase Consideration

Cash payment	$	16,597
Fair value of common stock issued to Sellers		2,024
Total	$	18,621

The acquisition was accounted for using the purchase method of accounting and the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated preliminary fair values at the date of acquisition (in thousands):

Cash and cash equivalents	$	1,634
Trade accounts receivable, net		1,254
Contract assets		1,001
Prepaid expenses and other current assets		551
Property and equipment		760
Intangible, customer relationships		3,800
Intangible, trade name		1,162
Intangible, technology know how		1,459
Other long-term assets		76
Deferred tax liability		(2,090	)
Liabilities assumed		(2,100	)
Net assets acquired		7,507
Goodwill		11,114
Purchase price allocation	$	18,621

The Company has included the financial results of IMMCO, Inc.in the consolidated financial statements from the date of acquisition and recorded $3.7 million of revenues and $2.8 million of net income for the period from July 28th,2021 through December 31, 2021.The deferred tax liability recorded at acquisition was offset against the Company's valuation allowance and recorded as a tax benefit in 2021 within the income tax benefit line of the Condensed Consolidated Statement of Operations and is included in the net income of IMMCO, Inc.

Gibson Technical Services, Inc.

Effective April 13, 2021, the Company entered into a share purchase agreement to acquire Gibson Technical Services, an Atlanta-based telecommunications company providing diversified telecommunications services nationally since 1990. The acquisition was effectuated pursuant to the Share Purchase Agreement (the “Agreement”), dated as of April 13, 2021, between Orbital Infrastructure Group and the shareholders of GTS (the "Seller"). Orbital Infrastructure Group paid $22 million and issued 5,929,267 shares of restricted common stock issued to the Seller ($16.9 million estimated fair value as of April 13, 2021) for a combined total of $38.9 million. Goodwill reflects the excess purchase price over the fair value of net assets. The Company recorded $12.3 million of goodwill as part of this transaction and all of this goodwill is deductible for tax purposes. Factors that contributed to the Company’s goodwill in Gibson Technical Services included GTS’s sterling reputation within the telecommunications industry which when combined with the Company’s resources, provided synergies that helped OIG penetrate the telecommunications market. Acquisition-related expenses incurred during the yearended December 31,2021 were approximately $0.9 million before tax which were recognized within the Selling, general and administrative expense line of the Condensed Consolidated Statements of Operations.

The purchase consideration was as follows (in thousands):

Cash payment	$	22,000
Fair value of common stock issued to Sellers		16,932
Total	$	38,932

Cash and cash equivalents	$	610
Trade accounts receivable		7,871
Contract assets		1,686
Contingent receivable		1,424
Prepaid expenses and other current assets		408
Property and equipment		3,795
Right of use assets - Operating leases		860
Intangible, customer relationships (10-year life)		16,075
Intangible, tradename (indefinite life)		6,388
Intangible, non-compete agreements (5-year life)		385
Other long-term assets		123
Deferred tax liability		(9,048	)
Liabilities assumed		(3,984	)
Net assets acquired		26,593
Goodwill		12,339
Purchase price allocation	$	38,932

The Company has included the financial results of Gibson Technical Services, Inc.in the consolidated financial statements from the date of acquisition and recorded $23.1 million of revenues and $9.2 million of earnings for the period from April 13, 2021 through December 31, 2021. The deferred tax liability recorded at acquisition was offset against the Company's valuation allowance and recorded as a tax benefit 2021 within the income tax benefit line of the Condensed Consolidated Statement of Operations and is included in the total earnings of GTS.

The table below summarizes the unaudited condensed pro forma information of the results of operations of Orbital Infrastructure Group, Inc. for the year ended December 31,2021 as though the Company's 2021 acquisitions had been completed as of January 1, 2020 (in thousands):

	(Unaudited)
	For the Years Ended December 31,
	2021
Gross revenue	$	158,625

Loss from continuing operations, net of income taxes	$	(69,671	)

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18. SUBSEQUENT EVENTS

Shares issued in Q12023

In the first quarter of 2023, the Company issued an additional 28,313,924 shares. These shares were issued primarily to an institutional investor as part of an exchange agreement to make payments on outstanding debt and as payment on our prepaid advance agreement with Yorkville.

Note Payable Agreement

On March 6, 2023, the Company entered into an amended and restated secured promissory note with Streeterville Capital, LLC (“Streeterville”) with a face amount of $20.9 million which will result in net proceeds of $13.8 million funded incrementally during the first half of 2023. The documents also confirmed Streeterville’s agreement to forebear on any action regarding this and previous notes with Streeterville as relates to certain compliance matters. In addition, the agreements contain milestone events and deadlines which require the Company to pursue divestment of certain businesses in 2023. Refer to the Company's Current Report on Form 8-K dated March 13, 2023 for further details.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer and its Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual report. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply their judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon that evaluation, the Company's management, including the CEO and the CFO, concluded that, as of December 31, 2022, the Company’s disclosure controls and procedures were effective.

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Management's Annual Report on Internal Control over Financial Reporting

Management of Orbital Infrastructure Group, Inc. is responsible for establishing and maintaining effective internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company assets that could have a material effect on the financial statements.

Internal control over financial reporting, no matter how well designed, has inherent limitations. Because of such inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (“2013 framework”). Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2022.

Orbital Infrastructure Group management is responsible for establishing and maintaining adequate internal control over financial reporting for Orbital Infrastructure Group, Inc. and its subsidiaries. Based on the criteria for effective internal control over financial reporting established in the 2013 framework, management has assessed the Company’s internal control over financial reporting as effective as of December 31, 2022.

Attestation Report of Registered Public Accounting Firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 was not required to be audited by the Company’s auditors under Section 404(b) of the Sarbanes Oxley Act due to the Company being deemed a Smaller Reporting Company (SRC) within the definition of Rule 12b-2 as the Company’s public float was below the specified thresholds as of June 30, 2022. Accordingly, this Annual Report on Form 10-K does not include an attestation report of our independent registered accounting firm.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

There are no matters to be reported under this Item.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Our bylaws permit the number of directors to be fixed by resolution of the board of directors, but to be no less than one. The board of directors has set the maximum number of members to no more than twelve members. Directors are elected by a majority of the votes cast by the stockholders and serve a one-year term or until their successors have been elected and qualified or their earlier resignation or removal. At December 31, 2022, we have nine directors, six of whom are ‘‘independent’’ in accordance with applicable rules promulgated by the Securities and Exchange Commission and within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market.

The board of directors has five standing committees: Audit Committee, Compensation Committee, Disclosure Committee, Investment Committee and Nomination Committee, each of which has a written charter and/or statement of policy approved by our board. Our board currently appoints the members of each committee. Copies of the current committee charters and/or statement of policy for each committee are posted on our website at www.OrbitalInfrastructureGroup.com.

The following are officers and directors of the Company with their ages as of December 31, 2022, and a list of the members of our five standing committees: Audit Committee, Compensation Committee, Disclosure Committee, Investment Committee and Nomination Committee.

William J. Clough, Esq. Executive Chairman of the board of directors and Chief Legal Officer of the Company and its wholly owned subsidiaries, age 71.

Mr. Clough has served on the board of directors since 2006 and was reelected at the 2021 Annual Meeting of Stockholders to serve a one-year term. A seasoned executive and entrepreneur, Mr. Clough joined the company’s Board in 2006 and was subsequently appointed chief executive officer in 2008. In his role as CEO, a position he held until 2019, he led the establishment of the company’s Energy division, formed its Energy operations in North America, and guided the company to its largest Energy contract award in its history while concurrently managing the company’s Power & Electro-Mechanical division to greater than average electronics industry growth rates in recent years. As CEO, he directed company’s capital markets strategy, including leading several equity offerings to institutional investors and spearheaded the company’s uplist to the Nasdaq Capital Market in 2012.

Mr. Clough previously founded and operated a multi-state, multi-office law firm for 14 years. He received a Juris Doctorate, Cum Laude, from the University of California’s Hastings College of Law in 1990. He is a former law enforcement officer and U.S. Federal Air Marshal. Mr. Clough serves on the board of directors of privately-held Virtual Power Systems, creator of Software Defined Power®, in which Orbital Infrastructure Group holds a minority equity investment.

James F. O’Neil III, Vice Chairman of the board of directors and Chief Executive Officer of the Company and its wholly owned subsidiaries, age 64.

Mr. O’Neil was appointed to the Board of Directors in July 2019 and reelected at the 2021 Annual Meeting of Stockholders to serve a one-year term. James (Jim) O'Neil joined Orbital Infrastructure Group as vice chairman in July 2019 and was subsequently appointed chief executive officer in October 2019. He is a veteran executive of the power industry and has been instrumental in formulating and is overseeing execution on Orbital Infrastructure Group’s transformation plan that reshapes the company into a diversified energy services platform.

Mr. O’Neil was previously chief operating officer, chief executive officer and president of Quanta Services, Inc. (Quanta) from 2008 to 2016, an infrastructure solutions provider for the electric power, oil and natural gas, telecommunications and renewable industries. During this period, he grew the company into a Fortune 500 enterprise with $7+ billion in annual revenue at its peak through a combination of both organic growth and many strategic acquisitions.

Mr. O’Neil joined Quanta in 1999 and over his tenure was responsible for various initiatives including the company’s growth strategy, internal audit, and merger and acquisition initiatives. He began his career at Halliburton Company in 1980 where he held various positions, lastly as Director, Global Deepwater Development.

Mr. O’Neil holds a B.S. in Civil Engineering from Tulane University.

Nicholas M. Grindstaff, Chief Financial Officer, age 60.

Mr. Grindstaff assumed the role of Chief Financial Officer for Orbital Infrastructure Group in November 2021. Prior to that, Mr. Grindstaff served as Vice President – Finance from May 2011 and Treasurer from October 1999 through October 2021 for Quanta Services, Inc., a leading provider of specialty contracting services, delivering comprehensive infrastructure solutions for the electric and gas utility, communications, pipeline and energy industries primarily in the United States, Canada and Australia.

As an executive officer at Quanta Services, Inc. he was responsible for capital structure, which included numerous capital raises across various markets, managing acquisitions, financial planning and analysis, internal and SOX control compliance, procurement, working capital allocation, treasury operations as well as numerous other strategic initiatives. Mr. Grindstaff holds a Master of Science degree in Accounting.

C. Stephen Cochennet, Director, age 66

Mr. Cochennet was elected to serve as a director at the 2018 Annual Meeting and continues to serve on the board of directors as an independent director within the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market. Mr. Cochennet was reelected at the 2021 Annual Meeting of Stockholders to serve a one-year term.

Mr. Cochennet, as an independent director, serves on the nominating committee and is also a member of our Audit Committee, Compensation Committee and Investment Committee.

Mr. Cochennet has served as CEO/President, of Kansas Resource Development Company, a private oil and gas exploration company since 2011. From 2011 through 2015 he was also the CEO and president of Guardian 8 Corporation. From 2005 to 2010 Mr. Cochennet was the Chairman, President, and Chief Executive Officer of EnerJex Resources, Inc., a publicly traded SEC registered Oil and Gas Company. Prior to joining EnerJex, Mr. Cochennet was President of CSC Group, LLC in which he supported several Fortune 500 corporations, international companies, and natural gas/electric utilities as well as various startup organizations. The services provided included strategic planning, capital formation, corporate development, executive networking and transaction structuring. From 1985 to 2002, he held several executive positions with UtiliCorp United Inc. (Aquila) in Kansas City, Missouri. His responsibilities included finance, administration, operations, human resources, corporate development, natural gas/energy marketing, and managing several new startup operations. Prior to his experience at Aquila Mr. Cochennet served 6 years with the Federal Reserve System managing problem and failed banking institutions primarily within the oil and gas markets.

Mr. Cochennet graduated from the University of Nebraska with a B.A. in Finance and Economics.

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Corey A. Lambrecht, Director, age 53

Mr. Lambrecht was elected to serve as a director at the 2007 Annual Meeting of Stockholders and continues to serve on the board of directors as an independent director within the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market. Mr. Lambrecht was reelected at the 2021 Annual Meeting to serve a one-year term.

Mr. Lambrecht, as an independent director, serves as the Chairman of the Compensation Committee, and is a member of the Nominating, Audit, and Investments Committees.

Mr. Lambrecht is a 20+ year public company executive with broad experience in strategic acquisitions, corporate turnarounds, new business development, pioneering consumer products, corporate licensing, and interactive technology services. In addition, Mr. Lambrecht has held public company executive roles with responsibilities including day-to-day business operations, management, raising capital, board of directors' communication and investor relations. Mr. Lambrecht holds a certificate as a Certified Director from the UCLA Anderson Graduate School of Management Accredited Directors program.

Mr. Lambrecht is a director of ORHub, a SaaS company as well as a strategic consultant for American Rebel Holdings, Inc. He served as Director of Sales for Leveraged Marketing Associates, the worldwide leader in licensed brand extension strategies. While Executive Vice President for Smith & Wesson Holding Corporation, he was responsible for Smith & Wesson Licensing, Advanced Technologies and Interactive Marketing divisions. Previously, Mr. Lambrecht served as an independent director of Guardian 8 Holdings. He was the former President of A For Effort, an interactive database marketing company specializing in online content (advergaming) for clients such as the National Hockey League. Mr. Lambrecht's prior experience also includes Pre-IPO founder for Premium Cigars International and VP Sales/Marketing for ProductExpress.com.

Sarah Tucker, Director, age 77

Sarah Tucker was appointed to the Board of Directors in October 2019, and was elected at the 2020 Annual Meeting to serve a one-year term as an Independent Director within the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market. Ms. Tucker was reelected at the 2021 Annual Meeting to serve a one-year term. Ms. Tucker, as an independent director, serves as a member of the Nominating Committee.

Sarah Tucker is a veteran executive for the business strategy/development, risk management, planning, engineering, procurement and construction of oil and gas projects globally. She has led projects with budgets from $5 million to over $3 billion in refining, petrochemicals, power, and offshore (both shallow and deep-water) for oil and liquified natural gas in Angola, Brazil, China, India, Italy, Korea, Mexico, Nigeria, Oman, Qatar, Spain, the United Kingdom and the United States.

She has served as an operations executive and managing director for major engineering, construction and petrochemical technology companies including Kellogg, KBR, Kellogg-Mitsubishi Development Company, Raytheon Engineers and Constructors, Kvaerner Engineering and Construction of Norway and Silvertech of United Kingdom, a Process Control and High Integrity Safety System Solutions.

Sarah headed the Pollution Prevention Task Force Committee with eight Oil Companies' representatives participating and contributing to the Study for "Refinery Crude Unit Pollution Prevention Project" which is now an American Petroleum Institute DC Publication number 31101.

Over the past several years, she has worked closely with Mexican national oil company PEMEX to establish the country’s first deep water project valued at $14 billion.

According to her personal and professional philosophy, Sarah believes in developing strong relationships and respecting diverse cultures. As part of her philosophy, she led in 1992 a program to author a 51-page report which became the American Petroleum Institute publication, Environmental Design Considerations for Petroleum Refining Crude Processing Units.

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Her parallel and subsequent effort with the World Bank was successful in striking a balance between the interests of indigenous people and major oil companies allowing projects to proceed in Africa. The publication became an influential guide for doing business in the developing world.

Paul T. Addison, Director, age 75

Paul T. Addison was appointed to the Board of Directors in June 2021, as an Independent Director within the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market. Mr. Addison was reelected at the 2021 Annual Meeting to serve a one-year term. Mr. Addison, as an independent director, serves as the Chairman of the Audit Committee and a member of the Nominating Committee.

Paul T. Addison earned a B. A. in political science and economics from Howard University in 1969 and a M.B.A. from Harvard University in 1972.

He began his career as a loan specialist for The Economic Development Administration of the US Department of Commerce in 1972 providing loan assistance for companies that agreed to expand operations in areas of high unemployment before moving to New York in 1974 to join a Chase Manhattan subsidiary as Vice President and Treasurer that provided financing and startup capital for minority small business enterprises (a MESBIC). In 1978, he joined Citibank/Citicorp as a banker in the firm’s energy and utilities department rising to the level of a senior credit officer and Managing Director.

In this capacity, he managed the bank’s significant exposure to a large segment of the gas and electric utility industry. He also provided financial advice to the firm’s clients and on numerous occasions provided testimony before state and federal regulatory commissions. He also developed financing structures which allowed a number of utilities to rate base large nuclear projects without which a number of utilities would have suffered significant losses. This was a particular issue during the last significant construction cycle for the industry.

He also approved and structured a number of large energy project financings for the firm.

Mr. Addison continued his work in the utility industry when he joined Solomon Smith Barney (Citigroup) in 1997 as a Managing Director in the electric and gas utility space until his retirement from the firm in 2002.

Upon retirement from Citigroup, Mr. Addison became an independent director of First Energy Corporation of Akron, Ohio, serving until his mandatory retirement in 2019. In his capacity as independent director, he served as Chair of the Finance Committee, and member of the Audit Committee as a designated financial expert. He was heavily involved in numerous financings over his term on the board and significantly participated in the company’s $4.7 billion acquisition of Allegheny Energy in 2010.

Mr. Addison is also a Trustee of the Maimonides Medical Center in Brooklyn New York, where he resides. Maimonides is the largest nonprofit hospital in Brooklyn with revenues approaching $1.5 billion and serves an extremely diverse population where over 60 languages are spoken. In his capacity as Trustee, Mr. Addison serves as Chair of the Budget and Finance Committee, member of the Legal and Audit Committee, member of the Quality and Safety Committee, and member of the Executive Committee. Mr. Addison also has served as the hospital’s representative on their self-insurance malpractice company, Hospital Insurance Company (HIC). Mr. Addison also served as Chair of the Audit Committee of HIC’s parent, the Federation of Jewish Philanthropies (FOJP), until its dissolution in 2019.

Jerry Sue Thornton, Director, age 75

Dr. Thornton was appointed to the Board of Directors in July 2021, as an Independent Director within the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market.

Dr. Jerry Sue Thornton earned her B.A. and M. A. in Communications from Murray State University (Kentucky) and Ph.D. in Higher Education Leadership/Administration from The University of Texas (Austin). She earned a post-doctorate certificate from Harvard University.

Dr. Thornton is President of DreamCatcher Education Consulting providing professional development, coaching and mentoring for newly appointed presidents of colleges. She is President Emeritus of the Cuyahoga Community College District serving from 1992 to 2013 which is headquartered in Cleveland, Ohio. The College serves over 30,000 students on four campuses with a budget over $300 million. She brings over 45 years of experience in leading and managing higher education institutions in Chicago, Minnesota and Ohio with a focus on workforce training and professional education.

She also has extensive corporate board service beginning in 1992 with National City Bank/Corporation, Office Max, American Greetings and Bridgestreet Worldwide, Inc. until those companies had a change of control. She later served on the Boards of American Family Insurance, Applied Industrial Technologies, Inc., Republic Powdered Metals, (RPM, Inc.) and First Energy. She is currently serving on the Boards of Barnes and Noble Education (BNED) and Parkwood LLC (an Ohio financial planning company).

Gaining extensive business experience through her board director services of public and private companies, she has been a member of compensation, nominating and governance and audit committees. From manufacturing through distribution; industrial through commercial; financial through merchandizing and energy, Dr. Thornton has amassed over 29 years of business experience. During that tenure, she has served on Special Committees of the Board of Directors involved in acquisition.

Dr. Thornton brings to the Board of Directors broad leadership and business skills as well as an extensive background in workforce/talent acquisition, development and evaluation/assessment.

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La Forrest V. Williams,Director, age 71

Mr. Williams was appointed to the Board of Directors in July 2021, as an Independent Director within the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market and was reelected at the 2021 Annual Meeting to serve a one-year term. Mr. Williams, as an independent director, serves on the Nominating Committee.

Mr. Williams is a veteran executive of the communications, computer and information assurance business of the Department of Defense and Intelligence community. He served in the civilian Defense Intelligence Senior Executive Service and the United States Air Force senior officer corps as a communication/computer intelligence and information assurance strategist for more than 40 years. His activity in information assurance became a nexus with the vulnerabilities of the energy grid.

His accomplishments include serving as a leader in the original merging of communications and computer systems technology into one management structure for the United States Air Force. His energy focus evolved through his engagement in studying cybersecurity threats to our energy grid during his career at the National Security Agency. Mr. Williams has a history of leadership positions which includes, Chief Information Officer (CIO) of the National Security Agency (NSA), Director of Information Assurance for the U.S. European Command and Director of Legislative Affairs for the National Security Agency. Mr. Williams' experience includes leading a military Communications Group of more than 500 technicians and staff, supporting Nellis Air Force Base Nevada networks. He has installed, managed, upgraded and secured communication cable and space networks worldwide; to include the United States, Europe and South Pacific.

Mr. Williams holds a B.S. degree in Business Administration from San Jose State University and an M.S. Degree in Technology of Management Information Systems from the American University, Washington D.C. He has served at the forefront in the Information Age and was an early leader at NSA in advocating concern about the vulnerability of our nation's energy grid. His advocacy led to the formation of customer assistance teams that he established to advise on the survivability of energy systems of national security concern. He later joined the National War College faculty in 2010 to teach National Security Strategy as a visiting Professor until 2013.

He is a proven results-oriented leader with broad experience as an Air Force Colonel and three years of Board of Director experience with The Government Employees Benefit Association for federal employees. In his spare time, he is a volunteer Docent at the Smithsonian Institute in Washington D.C. and gives tours through the National Museum of American History.

Corporate Governance and Board of Directors Matters

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. We have adopted a Corporate Code of Ethics and Business Conduct, a code of business conduct and ethics for employees, directors and officers (including our principal executive officer and principal financial and accounting officer). We have also adopted the following governance guides: Charters for each of the Audit Committee, Compensation Committee, Disclosure Committee, Investment Committee, Nominating Committee, a policy for Director Independence, and Whistleblower Policy, all of which, in conjunction with our certificate of incorporation and bylaws, form the framework for our corporate governance. These corporate governance documents are available on the Internet at our website www.OrbitalInfrastructureGroup.com.

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Our Corporate Governance Practices

We have always believed in strong and effective corporate governance procedures and practices. In that spirit, we have summarized several of our corporate governance practices below.

The Board of Director’s Role in Risk Oversight

The board of directors and its committees have an important role in the Company’s risk oversight, management and assessment process. The board regularly reviews with management the Company’s financial and business strategies, which include a discussion of relevant material risks as appropriate. The board discusses with the Company’s outside general counsel, as appropriate, its risk oversight and assessment as well as any material risks to the Company. In addition, the board delegates risk management responsibilities to the Audit Committee and Compensation Committee, which committees are each comprised of independent directors. The Audit Committee, as part of its charter, oversees the Company’s risk oversight, management and assessment of the Company and oversees and assesses the risks associated with the corporate governance and ethics of the Company. Risk considerations are a material aspect of the Compensation Committee. The Compensation Committee is responsible for overseeing the management of risks relating to executive compensation. In addition, the Compensation Committee also, as appropriate, assesses the risks relating to the Company’s overall compensation programs. The Investment Committee is responsible for overseeing and advising on possible investment opportunities as well as to administer and operate the Company’s investment portfolio. This includes aligning investment policies and strategies with the Company’s short and long-term goals, as well as setting benchmarks to evaluate long-term objectives and continual evaluation of the investment strategies. While the Committees oversee the management of the risk areas identified above, the entire board is regularly informed through committee reports about such risks. This enables the board and its committees to coordinate the risk management, assessment and oversight roles.

Adopting Governance Guidelines

Our board of directors has adopted a set of corporate governance guidelines to establish a framework within which it will conduct its business and to guide management in its running of the Company. The governance guidelines can be found on our website at www.OrbitalInfrastructureGroup.com and are summarized below.

Monitoring Board Effectiveness

It is important that our board of directors and its committees are performing effectively and in the best interest of the Company and its stockholders. The board of directors and each committee are responsible for annually assessing their effectiveness in fulfilling their obligations.

Conducting Formal Independent Director Sessions

On a regular basis, at the conclusion of regularly scheduled board meetings, the independent directors are encouraged to meet privately, without our management or any non-independent directors.

Hiring Outside Advisors

The board and each of its committees may retain outside advisors and consultants of their choosing at our expense, without management's consent.

Avoiding Conflicts of Interest

We expect our directors, executives and employees to conduct themselves with the highest degree of integrity, ethics and honesty. Our credibility and reputation depend upon the good judgment, ethical standards and personal integrity of each director, executive and employee. In order to provide assurances to the Company and its stockholders, we have implemented standards of business conduct, which provide clear conflict of interest guidelines to its employees and directors, as well as an explanation of reporting and investigatory procedures.

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Providing Transparency

We believe that it is important that stockholders understand our governance practices. In order to help ensure transparency of our practices, we have posted information regarding our corporate governance procedures on our website at www.OrbitalInfrastructureGroup.com.

Whistleblower Policy

In furtherance of our governance transparency and ethical standards, we adopted a comprehensive Whistleblower Policy that encourages employees to report to proper authorities incorrect financial reporting, unlawful activity, activities that are not in line with the Orbital Infrastructure Group Code of Business Conduct or activities, which otherwise amount to serious improper conduct. Our Whistleblower Policy is posted on our website at www.OrbitalInfrastructureGroup.com.

Accuracy of All Public Disclosure

It is the Company's policy that all public disclosure made by the Company should be accurate and complete, fairly present, in all material respects, the Company's financial condition and results of operations, and be made on a timely basis as required by applicable laws and securities exchange requirements. In order to oversee this policy, a Disclosure Committee Charter has been adopted by the Chief Executive Officer and Chief Financial Officer and ratified by our Audit Committee. You can view a copy of this document on our website at www.OrbitalInfrastructureGroup.com or obtain a copy by making a written request to the Company at Orbital Infrastructure Group, Inc., 5444 Westheimer Road Suite 1650 Houston, Texas 77056.

Communications with the Board of Directors

Stockholders may communicate with the board of directors by writing to the Company at Orbital Infrastructure Group, Inc., 5444 Westheimer Road Suite 1650 Houston, Texas 77056. Stockholders who would like their submission directed to a member of the board may so specify and the communication will be forwarded as appropriate.

Standards of Business Conduct

The board of directors has adopted a Code of Ethics and Business Conduct for all our employees and directors, including the Company's principal executive and senior financial officers. You can obtain a copy of these documents on our website at www.OrbitalInfrastructureGroup.com or by making a written request to the Company at Orbital Infrastructure Group, Inc., 5444 Westheimer Road Suite 1650 Houston, Texas 77056. We will disclose any amendments to the Code of Ethics and Business Conduct or waiver of a provision therefrom on our website at www.OrbitalInfrastructureGroup.com.

Ensuring Auditor Independence

We have taken several steps to ensure the continued independence of our independent registered public accounting firm. That firm reports directly to the Audit Committee, which also has the ability to pre-approve or reject any non-audit services proposed to be conducted by our independent registered public accounting firm.

Committees of the Board and Meetings

At December 31, 2022, our board of directors consists of nine directors. Six of our nine directors are ‘‘independent’’ as defined in Rule 5605(a)(2) of The Nasdaq Stock Market. Our board of directors has the following standing committees: Audit Committee, Compensation Committee, Disclosure Committee, Investment Committee and Nominating Committee. Each of the committees operates under a written charter adopted by the board of directors. All committee charters are available on our website at OrbitalInfrastructureGroup.com.

Audit Committee

The Audit Committee is established pursuant to the Sarbanes-Oxley Act of 2002 for the purposes of overseeing the company’s accounts and financial reporting processes and audits of its financial statements. The Audit Committee reviews the financial information that will be provided to the stockholders and others, the systems of internal controls established by management and the board and the independence and performance of the Company’s audit process. The Audit Committee is directly responsible for, among other things, the appointment, compensation, retention and oversight of our independent registered public accounting firm, review of financial reporting, internal company processes of business/financial risk and applicable legal, ethical and regulatory requirements. During 2022, the Audit Committee held seven formal meetings.

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At December 31, 2022, the Audit Committee is comprised of Paul T. Addison, Chairman, C. Stephen Cochennet, and Corey A. Lambrecht. Messrs. Addison, Cochennet, and Lambrecht are independent in accordance with Rule 10A-3 under the Securities Exchange Act of 1934 and Rule 5605(a)(2) of The Nasdaq Stock Market.

Audit Committee Report

THE FOLLOWING REPORT OF THE AUDIT COMMITTEE DOES NOT CONSTITUTE SOLICITING MATERIAL AND SHOULD NOT BE DEEMED FILED OR INCORPORATED BY REFERENCE INTO ANY OTHER COMPANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES THIS REPORT BY REFERENCE THEREIN.

Audit Committee Report

The Audit Committee reviews the financial information that will be provided to the stockholders and others, the systems of internal controls established by management and the board and the independence and performance of the Company’s audit process.

The Audit Committee has:

•

reviewed and discussed with management the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q;

•

discussed with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by General Auditing Standard 1301: Communications with Audit Committees as adopted by the Public Company Accounting Oversight Board; and

•

received the written disclosures and letter from PricewaterhouseCoopers LLP as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP its independence from Orbital Infrastructure Group.

Based on these reviews and discussions, the Audit Committee has recommended that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The Audit Committee has also considered whether the amount and nature of non-audit services provided by PricewaterhouseCoopers LLP is compatible with the auditor’s independence and determined that it is compatible.

Submitted by: Audit Committee by

Paul T. Addison, Chairman

C. Stephen Cochennet

Corey A. Lambrecht

Nominating Committee

The nominating committee consists of all of the members of the board of directors who are ‘‘independent directors’’ within the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market. The nominating committee is responsible for the evaluation of nominees for election as director, the nomination of director candidates for election by the stockholders and evaluation of sitting directors. The board has developed a formal policy for the identification and evaluation of nominees, Charter of the Nominating Committee of the Board of Directors, which can be reviewed on our website at OrbitalInfrastructureGroup.com. In general, when the board determines that expansion of the board or replacement of a director is necessary or appropriate, the nominating committee will review, through candidate interviews with members of the board and management, consultation with the candidate's associates and through other means, a candidate's honesty, integrity, reputation in and commitment to the community, judgment, personality and thinking style, willingness to invest in the Company, residence, willingness to devote the necessary time, potential conflicts of interest, independence, understanding of financial statements and issues, and the willingness and ability to engage in meaningful and constructive discussion regarding Company issues. The committee reviews any special expertise, for example, that qualifies a person as an audit committee financial expert, membership or influence in a geographic or business target market, or other relevant business experience. To date the Company has not paid any fee to any third party to identify or evaluate, or to assist it in identifying or evaluating, potential director candidates.

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The nominating committee considers director candidates nominated by stockholders during such times as the Company is actively considering obtaining new directors. Candidates recommended by stockholders will be evaluated based on the same criteria described above. Stockholders desiring to suggest a candidate for consideration should send a letter to the Company's secretary and include: (a) a statement that the writer is a stockholder (providing evidence if the person's shares are held in street name) and is proposing a candidate for consideration; (b) the name and contact information for the candidate; (c) a statement of the candidate's business and educational experience; (d) information regarding the candidate's qualifications to be director, including but not limited to an evaluation of the factors discussed above which the board would consider in evaluating a candidate; (e) information regarding any relationship or understanding between the proposing stockholder and the candidate; (f) information regarding potential conflicts of interest and (g) a statement that the candidate is willing to be considered and willing to serve as director if nominated and elected. Because of the small size of the Company and the limited need to seek additional directors, there is no assurance that all stockholder proposed candidates will be fully considered, that all candidates will be considered equally or that the proponent of any candidate or the proposed candidate will be contacted by the Company or the board and no undertaking to do so is implied by the willingness to consider candidates proposed by stockholders.

Disclosure Committee

We have formed a Disclosure Committee, which has been adopted by our CEO and CFO (‘‘Principal Officers’’) and ratified by our Audit Committee. The Disclosure Committee assists our Principal Officers in fulfilling their responsibility for oversight of the accuracy, completeness and timeliness of our public disclosures including, but not limited to our SEC filings, press releases, correspondence disseminated to security holders, presentations to analysts and release of financial information or earnings guidance to security holders or the investment community. The Disclosure Committee consists of our Principal Officers, the individual or representative of the firm primarily charged with investor/public relations, the Audit Committee Chairman and outside SEC counsel. Our Executive Chairman is Chairman of the committee. Our Senior Officers may replace or add new members from time to time. Our Senior Officers have the option to assume all the responsibilities of this committee or designate a committee member, who shall be a person with expertise in SEC and SRO rules and regulations with respect to disclosure, who shall have the power, acting together with our Senior Officers, to review and approve disclosure statements when time or other circumstances do not permit the full committee to meet. You may review the full text of our Disclosure Committee Charter on our website, OrbitalInfrastructureGroup.com, under the link, governance.

Generally, the committee serves as a central point to which material information should be directed and a resource for people who have questions regarding materiality and the requirement to disclose. In discharging its duties, the committee has full access to all Company books, records, facilities and personnel, including the board of directors, Audit Committee, independent public accountants and outside counsel.

Investment Committee

The purpose of the investment committee is to administer and to operate the portfolio. The members of the investment committee are fiduciaries of the portfolio, with responsibility for overseeing investment policies, general policies, guidelines, investment performance and related risk management. Committee members will fulfill their duties solely on behalf of the company’s mission. In addition to aligning investment policies and strategies with the company’s short- and long-term goals, investment committees must set benchmarks to evaluate long-term objectives and continually evaluate their strategies to keep pace with market fluctuations and changes.

The Investment Committee shall also provide initial oversight and analysis of potential acquisition targets being considered by Management. In that capacity, Investment Committee members may, among other things, participate in reviewing initial due diligence; visit prospective acquisition targets; participate in strategy and other discussions with Management; and, where appropriate, more.

At December 31, 2022, the Investment Committee is comprised of C. Stephen Cochennet, Corey A. Lambrecht, Chairman, and Nicholas M. Grindstaff, CFO.

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Compensation Committee

The Compensation Committee discharges the board’s responsibilities relating to general compensation policies and practices and to compensation of our executives. In discharging its responsibilities, the Compensation Committee establishes principles and procedures in order to ensure to the board and the stockholders that the compensation practices of the Company are appropriately designed and implemented to attract, retain and reward high quality executives and are in accordance with all applicable legal and regulatory requirements. In this context, the Compensation Committee’s authority, duties and responsibilities are:

•

To annually review the Company’s philosophy regarding executive compensation.

•

To periodically review market and industry data to assess the Company’s competitive position, and to retain any compensation consultant to be used to assist in the evaluation of directors’ and executive officers’ compensation.

•

To establish and approve the Company goals and objectives, and associated measurement metrics relevant to compensation of the Company’s executive officers.

•

To establish and approve incentive levels and targets relevant to compensation of the executive officers.

•

To annually review and make recommendations to the board to approve, for all principal executives and officers, the base and incentive compensation, taking into consideration the judgment and recommendation of the Chief Executive Officer for the compensation of the principal executives and officers.

•

To separately review, determine and approve the Chief Executive Officer’s applicable compensation levels based on the Committee’s evaluation of the Chief Executive Officer’s performance considering the Company’s and the individual goals and objectives.

•

To review for any related party employee situations, to ensure appropriate controls are implemented surrounding compensation changes, bonuses and performance reviews of the related party employee, and to participate in such controls as appropriate.

•

To periodically review and make recommendations to the board with respect to the compensation of directors, including board and committee retainers, meeting fees, equity-based compensation and such other forms of compensation as the Compensation Committee may consider appropriate.

•

To administer and annually review the Company’s incentive compensation plans and equity-based plans.

•

To review and make recommendations to the board regarding any executive employment agreements, any proposed severance arrangements or change in control and similar agreements/provisions, and any amendments, supplements or waivers to the foregoing agreements, and any perquisites, special or supplemental benefits.

•

The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser.

•

The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee.

•

The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration the following factors:

(i)

the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;

(ii)

the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;

(iii)

the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;

(iv)

any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;

(v)

any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and

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(vi)

any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

•

The Committee is not required to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the Committee.

Compensation Committee Members

The Compensation Committee of the board of directors is appointed by the board of directors to discharge the board’s responsibilities with respect to all forms of compensation of the Company’s executive officers, to administer the Company’s equity incentive plans and to produce an annual report on executive compensation for use in the Company’s Form 10-K and the proxy statement on Schedule 14A. At December 31, 2022, the Compensation Committee consists of two independent members of the board of directors, Messrs. Corey A. Lambrecht, and C. Stephen Cochennet, both of whom are ‘‘independent directors’’ within the meaning of Rule 5605(a) (2) of the Nasdaq Stock Market.

Committee Meetings

Our Compensation Committee meets formally and informally as often as necessary to perform its duties and responsibilities. The Compensation Committee held three formal meetings during fiscal 2022. On an as requested basis, our Compensation Committee receives and reviews materials prepared by management, consultants or committee members, in advance of each meeting. Depending on the agenda for the particular meeting, these materials may include, among other factors:

•

minutes and materials from the previous meeting(s);

•

reports on year-to-date Company financial performance versus budget;

•

reports on progress and levels of performance of individual and Company performance objectives;

•

reports on the Company’s financial and stock performance versus a peer group of companies;

•

reports from the Committee’s compensation consultant regarding market and industry data relevant to executive officer compensation;

•

reports and executive compensation summary worksheets, which sets forth for each executive officer: current total compensation and incentive compensation target percentages, current equity ownership holdings and general partner ownership interest and current and projected value of each and all such compensation elements, including distributions and dividends therefrom, over a five-year period.

Compensation Committee Charter

Our Compensation Committee Charter is posted on our website at www.OrbitalInfrastructureGroup.com.

Compensation Committee Interlocks and Insider Participation

None of the members of the Company’s Compensation Committee is or has at any time during the last completed fiscal year been an officer or employee of the Company. None of the Company’s executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on the Company’s board of directors or Compensation Committee during the last completed fiscal year.

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Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth the compensation paid and accrued to be paid by the Company for the fiscal years 2022 and 2021 to the Company’s Chief Executive Officer, Chief Financial Officer and Executive Chairman/Chief Legal Counsel

Summary Compensation Table

Name and Principal Position	Year		Salary (dollars)				Stock Awards (dollars)				Option Awards (dollars)				Non-equity Incentive Plan Compensation (dollars)				All Other Compensation (dollars)		Total (dollars)
William J. Clough, Executive Chairman/ Chief Legal Officer/former CEO/ Director (1)	2022	$	850,000	(2	)	$	535,500	(2	)	$	—	(2	)	$	200,000	(2	)	$	10,988	$	1,596,488
	2021		831,442	(2	)		—	(2	)		3,203,800	(2	)		531,250	(2	)		18,669		4,585,161
James F. O'Neil, CEO/Vice Chairman/Director (3)	2022		800,000	(4	)		642,600	(4	)		—	(4	)		—	(4	)		36,764		1,479,364
	2021		800,000	(4	)		—	(4	)		5,695,644	(4	)		—	(4	)		41,271		6,536,915
Nicholas M. Grindstaff, CFO (5)	2022		650,000	(6	)		472,500	(6	)		—	(6	)		650,000	(6	)		33,380		1,805,880

Footnotes:

Mr. Clough joined the Company on September 1, 2005. Effective September 13, 2007, Mr. Clough was appointed CEO/President of Orbital Infrastructure Group and Chief Executive Officer of all wholly owned subsidiaries of the Company. Effective October 1, 2019 Mr. Clough stepped down as Chief Executive Officer and was appointed Executive Chairman and Chief Legal Officer.

Mr. Clough is employed under a two-year extension of an employment contract with the Company, which became effective May 14, 2019 and was extended effective April 1, 2022. Said contract extension provides, in relevant part, for salary in year 1 of $850 thousand with subsequent year increases at the discretion of the Compensation Committee, which will take into consideration, among other things, cost-of-living, performance, and increase in shareholder returns. His employment agreement includes bonus provisions for each calendar year targeted at 100% of base salary to be based on performance objectives, goals and milestones for each calendar year including company performance. Bonuses are approved based on various performance-related factors and an evaluation of current performance and includes a discretionary bonus based upon the reasonable judgment of the compensation committee. Employee has the ability to earn a larger bonus based on the performance criteria set forth and the reasonable judgment and discretion of the compensation committee. The agreement provides for up to $9,999 of annual premium life insurance expenses along with the ordinary benefits provided to employees of the Company. The agreement entitles Mr. Clough to severance package of 2.5 times the sum of annual base salary and target bonus along with eighteen months of medical coverage under the Company's medical plans.

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3.	Mr. O'Neil was appointed Director July 9, 2019 and was appointed Vice Chairman and Chief Executive Officer effective October 1, 2019.

Mr. O'Neil is employed under a two-year extension of an employment contract with the Company, which became effective October 1, 2019 and was extended effective April 1, 2022. Said contract extension provides, in relevant part, for salary in year 1 of $800 thousand with subsequent year increases at the discretion of the Compensation Committee, which will take into consideration, among other things, cost-of-living, performance, and increase in shareholder returns. The employment agreement includes bonus provisions for each calendar year targeted at 100% of base salary to be based on performance objectives, goals and milestones for each calendar year including company performance. Bonuses are approved based on various performance-related factors and an evaluation of current performance and includes a discretionary bonus based upon the reasonable judgment of the compensation committee. Employee has the ability to earn a larger bonus based on the performance criteria set forth and the reasonable judgment and discretion of the compensation committee. The agreement provides for up to $9,999 of annual premium life insurance expenses along with the ordinary benefits provided to employees of the Company. The agreement entitles Mr. O'Neil to a severance package of 2.5 times the sum of annual base salary and target bonus along with eighteen months of medical coverage under the Company's medical plans.

5.	Mr. Grindstaff joined the Company on November 15, 2021 and was appointed Chief Financial Officer effective November 16, 2021.

Mr. Grindstaff is employed under a four-year employment contract with the Company, which became effective November 15, 2021. Said contract provides, in relevant part, for salary in year 1 of $650 thousand with minimum annual increases of 3% per year. The employment agreement includes minimum bonus provisions for each calendar year of 100% of his annual salary. Mr. Grindstaff also receives long-term incentive compensation in the form of restricted stock units, which vest over thirty-six months. The agreement provides for up to $9,999 of annual premium life insurance expenses along with the ordinary benefits provided to employees of the Company. The agreement entitles Mr. Grindstaff to a severance package of 2.5 times the sum of annual base salary and target bonus along with eighteen months of medical coverage under the Company's medical plans.

7.	All other compensation includes health care, insurance and 401(k) matching benefits.

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The following table summarizes potential payments upon termination of employment to each of the named executive officers employed on the last day of our most recently completed fiscal year. The amounts set forth in the table are based on the assumption that the triggering event occurred on the last business day of our last completed fiscal year.

		Involuntary
		Termination or
		Resignation for			Termination
		Good Reason			upon Disability
Name	Benefit

	Salary and bonus continuation	$	4,250,000	(1)	$	318,750	(1)
William J. Clough, Executive Chairman/ Chief Legal Officer/ former CEO/Director	Benefits		16,482	(1)		16,482	(1)

	Salary and bonus continuation		4,000,000	(2)		300,000	(2)
James F. O'Neil, CEO/ Director	Benefits		30,646	(2)		30,646	(2)

	Salary and bonus continuation		3,250,000	(3)		243,750	(3)
Nicholas M. Grindstaff, CFO	Benefits		22,620	(3)		22,620	(3)

Mr. Clough's employment contract with the Company entitles Mr. Clough to a severance package of 2.5 times the sum of annual base salary and target bonus along with eighteen months of medical coverage under the Company's medical plans. Under involuntary termination without cause or resignation for good reason, Mr. Clough would receive any amounts earned, accrued or owing but not yet paid; full vesting of any unvested stock options and any deferred past bonuses that have been earned but not paid. Should Mr. Clough be terminated on account of disability he is entitled to 75% of his then current annual base salary for six months and eighteen months of medical coverage.

Mr. O'Neil's employment contract with the Company entitles Mr. O'Neil to a severance package of 2.5 times the sum of annual base salary and target bonus along with eighteen months of medical coverage under the Company's medical plans. Under involuntary termination without cause or resignation for good reason, Mr. O'Neil would receive any amounts earned, accrued or owing but not yet paid; full vesting of any unvested stock options and any deferred past bonuses that have been earned but not paid. Should Mr. O'Neil be terminated on account of disability he is entitled to 75% of his then current annual base salary for six months and eighteen months of medical coverage.

Mr. Grindstaff's employment contract with the Company entitles Mr. Grindstaff to a severance package of 2.5 times the sum of annual base salary and target bonus along with eighteen months of medical coverage under the Company's medical plans. Under involuntary termination without cause or resignation for good reason, Mr. Grindstaff would receive any amounts earned, accrued or owing but not yet paid; full vesting of any unvested stock options and any deferred past bonuses that have been earned but not paid. Should Mr. Grindstaff be terminated on account of disability he is entitled to 75% of his then current annual base salary for six months and eighteen months of medical coverage.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the outstanding equity awards at December 31, 2022 to each of the named executive officers:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
James F. O'Neil (1)		765,000	$	0.197
William J. Clough (1)		637,500		0.197
Nicholas Grindstaff (1)		500,000		0.197

Footnotes:

1.	Effective September 15, 2022, Mr. O'Neil, Mr. Clough, and Mr. Grindstaff received 1,020,000, 850,000 and 750,000 restricted stock units, respectively, to vest over three years for Mr. O'Neil and Mr. Clough and over two years for Mr. Grindstaff, with the first tranche vesting immediately.

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Director Compensation

For 2022, each of our directors received the following compensation pursuant to our director compensation plan:

Non-employee directors earned/received annual compensation of $100,000.

•

The $100,000 annual compensation for non-employee directors is issued in the form of $50,000 cash compensation and $50,000 common stock calculated by using the Nasdaq Stock Market closing price per share on the date of issuance. In addition, the chairman and member of the Investment Committee received $6,500 of additional cash compensation for their services.

•

At the election of each director, all or any portion of the cash compensation may be converted to stock purchase options calculated by using the strike price of ten percent (10%) above the Nasdaq Stock Market closing price per share on the date of grant.

•

At the election of each director, all or any portion of the cash compensation may be converted to stock calculated by using the Nasdaq Stock Market closing price per share on the date of conversion.

The following table sets forth the compensation of the non-employee directors for the fiscal year ended December 31, 2022:

	Fees						Non-
	earned						Equity		Nonqualified
	or						Incentive		Deferred
	paid in		Stock		Option		Plan		Compensation		All Other
	Cash		Awards		Awards		Compensation		Earnings		Compensation		Total
Name	($)		($)		($)		($)		($)		($)		($)

Paul Addison, Director	$	50,001	$	49,999	$	—	$	—	$	—	$	—	$	100,000

C. Stephen Cochennet, Director		56,501		49,999		—		—		—		—		106,500

Corey A. Lambrecht, Director		56,501		49,999		—		—		—		—		106,500

Jerry Sue Thornton, Director		50,001		49,999		—		—		—		—		100,000

Sarah Tucker, Director		50,001		49,999		—		—		—		—		100,000

La Forrest Williams, Director		50,001		49,999		—		—		—		—		100,000

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding beneficial ownership of our voting shares as of December 31, 2022 by: (i) each stockholder known by us to be the beneficial owner of 5% or more of the outstanding voting shares, (ii) each of our directors and executives and (iii) all directors and executive officers as a group. Except as otherwise indicated, we believe that the beneficial owners of the voting shares listed below, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Shares of common stock issuable upon exercise of options and warrants that are currently exercisable or that will become exercisable within 60 days of December 31, 2022 have been included in the table.

No shares of preferred stock are outstanding at the date of this report.

Beneficial Interest Table

			Percentages of
	Number of		Shares
	Securities		Beneficially
Name and Address of Beneficial Owner ⁽¹⁾	Owned		Owned (2)
Paul T. Addison ⁽³⁾		61,706		*	%
William J. Clough ⁽⁴⁾		943,011		*	%
James F. O'Neil (5)		1,947,831		1.24	%
Nicholas M. Grindstaff ⁽⁶⁾		296,052		*	%
C. Stephen Cochennet ⁽⁷⁾		297,617		*	%
Corey A. Lambrecht ⁽⁸⁾		243,322		*	%
Jerry Sue Thornton ⁽⁹⁾		59,659		*	%
Sarah Tucker ⁽¹⁰⁾		147,328		*	%
La Forrest V. Williams ⁽¹¹⁾		59,659		*	%
Irradiant Partners, LP, 201 Santa Monica Blvd, Suite 500, Santa Monica, CA 90401		11,199,995		7.13	%
Officers, Directors, Executives as Group		4,056,185		2.58	%

Footnotes:

1.	Except as otherwise indicated, the address of each beneficial owner is c/o Orbital Infrastructure Group, Inc., 5444 Westheimer Road, Houston Suite 1650, Texas 77056.

2.	Calculated on the basis of 157,503,312 shares of common stock outstanding at December 31, 2022 except that shares of common stock underlying options and RSUs exercisable within 60 days and issued within 60 days of the date hereof are deemed to be outstanding for purposes of calculating the beneficial ownership of securities of such holder of options and shares. A * denotes less than 1 percent beneficially owned.

3.	Mr. Addison is an Independent Director.

4.	Mr. Clough is a Director, Executive Chairman and Chief Legal Officer of Orbital Infrastructure Group, Inc.

5.	Mr. O'Neil is a Director, Vice Chairman, and Chief Executive Officer of Orbital Infrastructure Group, Inc.

6.	Mr. Grindstaff is Chief Financial Officer of Orbital Infrastructure Group, Inc.

7.	Mr. Cochennet is an Independent Director.

8.	Mr. Lambrecht is an Independent Director. Mr. Lambrecht’s shares include vested options to purchase 10,000 common shares.

9.	Ms. Thornton is an Independent Director.

10.	Ms. Tucker is an Independent Director.

11.	Mr. Williams is an Independent Director.

We relied upon Section 4(2) of the Securities Act of 1933 as the basis for an exemption from registration for the issuance of the above securities.

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Employee Equity Incentive Plans

At December 31, 2022, the Company had outstanding the following equity compensation plan information:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Future issuance under equity compensation plans (excluding securities reflected in column )
Plan Category
Equity compensation plans approved by security holders		—	$	—		3,039,900
Equity compensation plans not approved by security holders		197,887		6.46		—
		197,887	$	6.46		3,039,900

Equity Compensation Plans Approved by Stockholders

At the 2020 Annual Meeting of Shareholders, the Company’s shareholders approved the Orbital Infrastructure Group 2020 Incentive Award Plan and authorized a share limit of 2,000,000 shares. At the 2021 Annual Meeting of Shareholders, the Company's shareholders approved an increase in authorized share limit to 5,000,000. In 2022, the Company's shareholders approved an additional 5,000,000 shares.

The purpose of the Orbital Infrastructure Group 2020 Incentive Award Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to Orbital Infrastructure Group by providing these individuals with equity ownership opportunities. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants the perspective of an owner with an equity stake in Orbital Infrastructure Group and providing a means of recognizing their contributions to the success of Orbital Infrastructure Group. Our board of directors and management believe that equity awards are necessary to remain competitive in its industry and are essential to recruiting and retaining the highly qualified employees who help Orbital Infrastructure Group meet its goals. A primary purpose of the plan is to provide OIG with appropriate capacity to issue equity compensation in anticipation of future acquisitions.

The Orbital Infrastructure Group 2020 Incentive Award Plan provides for the grant of stock options, including ISOs and nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, dividend equivalents, restricted stock units (“RSUs”) and other stock or cash-based awards. Certain awards under the Orbital Infrastructure Group 2020 Incentive Award Plan may constitute or provide for payment of “nonqualified deferred compensation” under Section 409A of the Code. All awards under the Orbital Infrastructure Group 2020 Incentive Award Plan will be set forth in the award agreement, which will detail the terms and conditions of awards, including any applicable vesting and payment terms and post termination exercise limitations. All Awards shall be subject to a minimum vesting of one year from the Grant Date. A brief description of each award type follows.

	●	Stock Options and SARs. Stock options provide for the purchase of shares of common stock of Orbital Infrastructure Group in the future at an exercise price set on the grant date. ISOs, in contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. SARs entitle their holder, upon exercise, to receive from Orbital Infrastructure Group an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The plan administrator will determine the number of shares covered by each option and SAR, the exercise price of each option and SAR and the conditions and limitations applicable to the exercise of each option and SAR. The exercise price of a stock option or SAR will not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of a stock option or SAR may not be longer than five years and are subject to any limitations of the Plan or that the Administrator may impose or provide in the Award Agreement.
	●	Restricted Stock. Restricted stock is an award of nontransferable shares of common stock of Orbital Infrastructure Group that remain forfeitable unless and until specified conditions are met and which may be subject to a purchase price. Upon issuance of restricted stock, recipients generally have the rights of a stockholder with respect to such shares, which generally include the right to receive dividends and other distributions in relation to the award. The terms and conditions applicable to restricted stock will be determined by the plan administrator, subject to the conditions and limitations contained in the Orbital Infrastructure Group 2020 Incentive Award Plan.
	●	RSUs. RSUs are contractual promises to deliver shares of common stock of Orbital Infrastructure Group in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of common stock of Orbital Infrastructure Group prior to the delivery of the underlying shares (i.e., dividend equivalent rights). The Company accounts for forfeitures of employee awards as they occur. The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant. The terms and conditions applicable to RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the Orbital Infrastructure Group 2020 Incentive Award Plan or as provided in the Award Agreement.
	●	Other Stock or Cash Based Awards. Other stock or cash-based awards are awards of cash, shares of common stock of Orbital Infrastructure Group and other awards valued wholly or partially by referring to, or otherwise based on, shares of common stock of Orbital Infrastructure Group or other property. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled. The plan administrator will determine the terms and conditions of other stock or cash-based awards, which may include any purchase price, performance goal, transfer restrictions and vesting conditions, subject to the conditions and limitations in the Orbital Infrastructure Group 2020 Incentive Award Plan or as provided in the Award Agreement.

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The Orbital Infrastructure Group 2020 Incentive Award Plan provides that the plan administrator may establish compensation for non-employee directors from time to time subject to the Orbital Infrastructure Group 2020 Incentive Award Plan’s limitations. The plan administrator will from time to time determine the terms, conditions and amounts of all non-employee director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that, the sum of any cash compensation or other compensation and the grant date fair value of any equity awards granted under the Orbital Infrastructure Group 2020 Incentive Award Plan as compensation for services as a non-employee director during any fiscal year may not exceed $250,000 per year of a non-employee director’s service as a non-employee director. The non-employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving the non-employee Director.

As of December 31, 2022 there are 3,039,900 remaining shares available to grant under the 2020 Incentive Award Plan.

Equity Compensation Plans Not Approved by Stockholders

Pursuant to a board resolution in January 2009, following recommendation by the Compensation Committee, the 2009 Equity Incentive Plan (Executive), a Non-Qualified Stock Option Plan, was created and funded with 4,200,000 shares of $0.001 par value common stock. The Compensation Committee was appointed as the Plan Administrator to manage the plan. In October 2010 and September 2012, the board of directors authorized an additional 3,060,382 and 330,000 options, respectively, under the 2009 Equity Incentive Plan (Executive).

Issuances of stock options under the 2009 Equity Incentive Plan (Executive) were made to attract, retain and motivate executive and management employees and directors and to encourage these individuals to acquire an equity interest in the Company, to make monetary payments to certain management employees and directors based upon the value of the Company’s stock and to provide these individuals with an incentive to maximize the success of the Company and further the interest of the shareholders. The 2009 Plan allowed for the issuance of Incentive Non-Statutory Options.

The Company has outstanding at December 31, 2022, the following options issued under equity compensation plans not approved by security holders:

•

During 2012, the Company granted options to purchase restricted common stock at $4.56 per share to officers and directors as follows: 19,800 options that vest one year after the April 16, 2012 grant date; 64,875 options that vest over four years, 25% at one year after the grant date, thereafter in equal monthly installments, and 330,000 options to purchase restricted common stock at $6.00 per share were granted to an officer that vest in equal monthly installments over the course of forty-eight consecutive months beginning September 2012. Of these 2012 grants, zero remain outstanding and fully vested at December 31, 2022.

•

During 2013, the Company issued 350,000 options to purchase restricted common stock at $6.25 per share to three officers as follows: one third that vest one year after the June 24, 2013 grant date, one third that vest two years after the grant date and the balance that vest three years after the grant date. At December 31, 2022, 150,000 of these 2013 granted options are outstanding and fully vested.

•

During 2014, the Company issued options to purchase 10,000 shares of restricted common stock at a price of $6.92 per share to each board member who is not an employee of the Company. The options vested in twelve equal installments during 2014. The Company issued options to purchase 42,890 restricted shares of common stock at a price of $6.92 per share to two board members, who chose to receive a portion of their annual board compensation in the form of equity. The Company granted options to purchase 7,500 restricted shares of common stock at a price of $8.15 per share to each of the two then newly elected directors that vested August 31, 2015. Of these 2014 options grants, 47,887 options are outstanding and fully vested at December 31, 2022.

As of December 31, 2022, there are no remaining shares available to grant under the 2009 Equity Incentive Plan (Executive).

The description of the Company’s capital stock does not purport to be complete and is subject to and qualified by its Articles of Incorporation, Bylaws, and amendments thereto and by the provisions of applicable Colorado law. The Company’s transfer agent is Computershare Trust Company, Inc., 350 Indiana Street, Suite 800, Golden, Colorado 80401.

Item 13. Certain Relationships and Related Transactions and Director Independence

The Board of Directors is responsible for the review and approval of all related party transactions. Although the Board does not have written policies and procedures with respect to the review of related party transactions, we intend that any such transactions will be reviewed by the Board of Directors or one of its committees, which will consider all relevant facts and circumstances and will consider, among other factors:

•

the material terms of the transaction;

•

the nature of the relationship between the Company and the related party;

•

the significance of the transaction to the Company; and

•

whether or not the transaction would be likely to impair (or create the appearance of impairing) the judgment of a director or executive officer to act in the best interest of the Company.

Except as set forth herein, no related party of the Company, including, but not limited to, any director, officer, nominee for director, immediate family member of a director or officer, immediate family member of any nominee for director, security holder that beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to its outstanding shares, or immediate family member of any such security holder, since the beginning of fiscal year 2022, has any material interest, direct or indirect, in any transaction or in any presently proposed transaction with the Company where the amount involved exceeds $120,000 which has or will materially affect the Company.

Chief Legal Officer and Executive Chairman of the Board of Directors, William J. Clough’s son, Nicholas J. Clough, serves as Vice President of Greenfield Operations. Additional Information on Nicholas Clough’s compensation is included in Note 11 Related Party Transactions, to the Consolidated Financial Statements under Part II, Item 8, ‘‘Financial Statements and Supplementary Data.’’

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Item 14. Principal Accountants Fees and Services

Fees or controlled billings for services billed by the Company’s principal accountant, PricewaterhouseCoopers in 2022 and Grant Thornton LLP in 2021, were as follows:

	For the Years Ended December 31,
(In thousands)	2022		2021
Audit fees (1)	$	800	$	725
Tax fees and other fees (2)		—		106
Total Fees	$	800	$	831

(1)

Includes fees for audit of the Company's consolidated financial statements, review of the related quarterly financial statements, and services that are normally provided by our independent registered public accounting firm in connection with the statutory and regulatory filings, including reviews of documents filed with the SEC.

(2)	Includes fees for tax planning and tax compliance/preparation fees for professional services rendered by our independent registered public accounting firm to certain subsidiaries of the Company.

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, the Audit Committee has adopted an informal approval policy that it believes will result in an effective and efficient procedure to pre-approve services performed by the independent registered public accounting firm.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons owning more than 10% of our common stock to file reports of ownership and reports of changes of ownership with the Securities and Exchange Commission. These reporting persons are required to furnish us with copies of all Section 16(a) forms that they file. We have made all officers and directors aware of their reporting obligations and have appointed an employee to oversee Section 16 compliance for future filings.

Stockholder Communications

Company stockholders who wish to communicate with the board of directors or an individual director may write to Orbital Infrastructure Group, Inc., 5444 Westheimer Road, Suite 1650, Houston, TX 77056 or to the attention of an individual director. Your letter should indicate that you are a stockholder and whether you own your shares in street name. Letters received will be retained until the next Board meeting when they will be available to the addressed director. Such communications may receive an initial evaluation to determine, based on the substance and nature of the communication, a suitable process for internal distribution, review and response or other appropriate treatment. There is no assurance that all communications will receive a response.

Certain Provisions of the Articles of Incorporation and Colorado Business Corporation Act Relating to Indemnification of Directors and Officers

The Colorado General Corporation Act, as revised, provides that if so provided in the articles of incorporation, the corporation shall eliminate or limit the personal liability of a director to the corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director; except that any such provision shall not eliminate or limit the liability of a director to the corporation or to its stockholders for monetary damages for any breach of the director's duty of loyalty to the corporation or to its stockholders, acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law, unlawful distributions, or any transaction from which the director directly or indirectly derived an improper personal benefit.

Our Articles of Incorporation and bylaws provide that a person who is performing his or her duties shall not have any liability by reason of being or having been a director of the corporation and that the Company shall indemnify and advance expenses to a director or officer in connection with a proceeding to the fullest extent permitted or required by and in accordance with the indemnification sections of Colorado statutes.

Insofar as indemnification for liabilities may be invoked to disclaim liability for damages arising under the Securities Act of 1933, as amended, or the Securities Act of 1934 (collectively, the ‘‘Acts’’), as amended, it is the position of the Securities and Exchange Commission that such indemnification is against public policy as expressed in the Acts and are therefore, unenforceable.

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Reports to Stockholders

We intend to voluntarily send Form 10-Ks to our stockholders, which will include audited consolidated financial statements. We are a reporting company and file reports with the Securities and Exchange Commission (SEC), including this Form 10-K as well as quarterly reports under Form 10-Q. The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The company files its reports electronically and the SEC maintains an Internet site that contains reports, proxy and information statements and other information filed by the company with the SEC electronically. The address of that site is www.sec.gov.

The company also maintains an Internet site, which contains information about the company, news releases, governance documents and summary financial data. The address of that site is www.OrbitalInfrastructureGroup.com.

Part IV

Item 15. Exhibits, Financial Statement Schedules

~~Colorado~~ Texas	(1731)	84-1463284
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange where registered
Common Stock, $0.001 par value.		~~OEG~~OIG		Nasdaq Stock Market LLC

	High		Low
2022
First Quarter	$	2.36	$	1.23
Second Quarter		1.77		0.63
Third Quarter		1.15		0.47
Fourth Quarter		0.50		0.16
2021
First Quarter	$	9.86	$	2.08
Second Quarter		7.64		2.91
Third Quarter		4.66		2.92
Fourth Quarter		3.07		2.15

	Payments due by period
	Less than
(In thousands)	1 year		1 to 3 years		3 to 5 years		After 5 years		Total
Financing lease obligations:
Minimum lease payments	$	5,977	$	7,177	$	944	$	—	$	14,098

Operating lease obligations:
Operating lease - minimum payments		5,565		7,779		4,936		1,512		19,792

Notes payable obligations:
Notes payable maturities plus interest		176,383		46,153		131,818		—		354,354
Total Obligations	$	187,925	$	61,109	$	137,698	$	1,512	$	388,244

Part I
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosure	23
Part II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
	Market Value	24
	Description of Securities	24
Item 6.	Reserved	24
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
	Critical Accounting Policies	28
	Liquidity and Capital Resources	32
	Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	90
Item 9A.	Controls and Procedures	90
Item 9B.	Other Information	91
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	92
	Our Corporate Governance Practices	96
	Audit Committee	97
	Audit Committee Report	98
	Nominating Committee	98
Item 11.	Executive Compensation	102
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	107
Item 13.	Certain Relationships, Related Transactions and Director Independence	109
Item 14.	Principal Accounting Fees and Services	110
Part IV
Item 15.	Exhibits, Financial Statement Schedules	111
	Exhibits	112
Item 16.	Form 10-K Summary	113
	Signatures	113
	Certifications

	•	Profitably grow organically and through acquisitions into infrastructure services within the electric power, telecommunications and renewables markets.
	•	We are committed to fostering greater diversity within the industries we serve, ensuring that people of color and minority-owned and/or operated businesses have ample opportunities to join in and benefit from our growth.

	•	making it more difficult for us to meet our payment and other obligations under our outstanding debt;
	•	an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which event of default could result in an acceleration of our debt maturity and higher default-level interest rates;
	•	reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions or strategic investments, and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
	•	subjecting us to the risk of increasing interest expense on variable rate indebtedness;
	•	limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to changes in our business, the industries in which we operate and the general economy;
	•	limiting our ability to pursue business opportunities that become available to us; and
	•	placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.

(Dollars in thousands)	For the Year Ended December 31, 2022
	Electric Power			Telecommunications			Renewables			Other			Total
Total Revenues	$	152,635		$	83,816		$	85,766		$	—		$	322,217
Loss from operations	$	(88,045	)	$	(22,112	)	$	(68,137	)	$	(9,283	)	$	(187,577	)

(Dollars in thousands)	For the Year Ended December 31, 2021
	Electric Power			Telecommunications		Renewables			Other			Total
Total Revenues	$	43,599		$	27,799	$	11,550		$	—		$	82,948
Income (loss) from operations	$	(13,215	)	$	43	$	(19,043	)	$	(20,576	)	$	(52,791	)

	For the Years Ended December 31,
Depreciation and Amortization by Segment			Percent
(Dollars in thousands)	2022		Change			2021
Electric Power	$	26,911		350.8	%	$	5,969
Telecommunications		4,863		109.1	%		2,326
Renewables		2,001		(31.7	)%		2,931
Other		64		(96.2	)%		1,684
Total depreciation and amortization (1)	$	33,839		162.1	%	$	12,910

	Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 238)	46

Consolidated Balance Sheets	48

Consolidated Statements of Operations	49

Consolidated Statements of Comprehensive Income and (Loss)	50

Consolidated Statements of Changes in Stockholders’ Equity	51

Consolidated Statements of Cash Flows	52

Notes to Consolidated Financial Statements	54 – 89

Exhibit No.		Description
~~2.1~~3.12(i) ¹¹³		~~Asset purchase agreement between and among CUI, Inc., CUI Global, Inc. and Back Porch International, Inc.~~Certificate of Formation .
~~2.2~~3.13(ii) ²¹³		~~Asset purchase agreement between and among CUI,~~Bylaws of Orbital Infrastructure Group, Inc.~~, CUI Global, Inc. and Bel Fuse Inc.~~
~~2.3~~ 10.91 ³²		~~Agreement and Plan of Merger effectively changing the Company name to Orbital Energy Group, Inc., as filed with the Secretary of State of the State of Colorado.~~
~~3.11(i)~~ ⁴		~~Amended Restated Articles of Incorporation that compile prior amendments into a single document.~~
~~3.11(ii)~~ ³		~~Articles of Amendment of Articles of Incorporation effectively changing the Company name to Orbital Energy Group, Inc. as filed with the Secretary of State of the State of Colorado.~~
~~3.12(iii)~~ ³		~~Amended and restated corporate bylaws of Orbital Energy Group, Inc.~~
~~10.86~~ ⁵		~~Asset Purchase Agreement dated February 23, 2015 to acquire the assets of Tectrol, Inc~~. ~~and~~ ~~commercial lease attached as exhibits to our Form 8-K filed with the commission March 3, 2015.~~
~~10.87~~ ⁶		~~Promissory note dated March 13, 2020 for $3,000,000 with Reach Construction Group.~~
~~10.88~~ ⁶		~~Security agreement with Reach Construction group dated March 13, 2020.~~
~~10.90~~ ⁶		~~Three-year lease for Sherman, Texas facility effective December 1, 2019.~~
~~10.91~~ ⁶		Four-year lease for Irving, Texas facility effective January 1, 2020.
~~10.92~~ 10.94^{7 3}		~~Five-year lease for Houston, Texas facility effective November 1, 2017.~~
~~10.93~~ ⁷		~~Employment agreement with Paul D. White effective December 1, 2017.~~
~~10.94~~ ⁸		10-year lease for Tualatin, OR facility effective December 21, 2018.
10.95^{9 4}		Employment agreement with William J. Clough effective May 14, 2019.
~~10.96~~ 10.97 ⁹⁵		~~Employment agreement with Daniel N. Ford effective May 14, 2019.~~
~~10.97~~ ¹		Employment agreement with James F. O'Neil effective October 1, 2019.
~~10.98~~ 10.104⁶		~~Agreement dated January 1, 2020 between Orbital Gas Systems Limited and VE~~~~Technology~~~~Limited to acquire VE~~~~Technology~~~~designated intellectual property.~~
~~10.99~~ ¹⁰		~~Unsecured Paycheck Protection Program loan agreement sponsored by the Small Business Administration between CUI Global, Inc and Bank of America dated April 30, 2020.~~
~~10.100~~ ¹⁰		~~Unsecured Paycheck Protection Program loan agreement sponsored by the Small Business Administration between Orbital Gas Systems, North America and Bank of America dated April 30, 2020.~~
~~10.101~~ ¹⁰		~~Unsecured Paycheck Protection Program loan agreement sponsored by the Small Business Administration between Orbital Power, Inc. and Bank of America dated April 30, 2020.~~
~~10.102~~ ¹⁰		~~Unsecured Paycheck Protection Program loan agreement sponsored by the Small Business Administration between Reach Construction Group, LLC and Dogwood State Bank dated May 2, 2020.~~
~~10.103~~ ¹¹		~~Securities Purchase Agreement with institutional investor for issuance of convertible securities dated November 13, 2020~~

~~10.104~~ ¹²		Registered Direct Offering for the sale and issuance by the Company of an aggregate of 5,555,556 common shares for gross proceeds of $10.0 million filed January 4, 2021.
10.105 ¹³⁷		Placement Agency Agreement for the sale of shares at a price to the public of $1.80 per share.
10.106 ¹⁴⁸		Registered Direct Offering for the sale and issuance of an aggregate of 10,000,000 common shares at an offering price of $3.50.
~~10.107~~ ¹⁵		~~Placement Agency Agreement for the sale of shares at a price to the public of $3.50 per share.~~
~~10.108~~ ¹⁶		~~Registered Direct Offering for the sale and issuance of an aggregate of 10,410,959 common shares at an offering price of $3.65.~~
~~10.109~~10.107 ¹⁷⁹		Placement Agency Agreement for the sale of shares at a price to the public of ~~$3.65~~$3.50 per share.
~~10.110~~10.108 ¹⁸¹⁰		Amended and restated Securities Purchase Agreement with institutional investor dated February 12, 2021.
10.111 ¹⁹¹¹		~~Equity purchase agreement to purchase Reach Construction Group, LLC.~~
~~10.112~~ ¹⁹		~~Subordinated promissory note - 18 monthseller financed note for the purchase of Reach Construction Group, LLC.~~
~~10.113~~ ¹⁹		~~Subordinated promissory note - 3 year seller financed note for the purchase of Reach Construction Group, LLC.~~
~~10.114~~ ²⁰		Note Purchase Agreement with institutional investor for issuance of note payable dated March 23, 2021 .
~~10.115~~10.113 ²³¹²		~~Note Purchase Agreement with Institutional Investor for issuance of note payable dated May 11, 2021~~
~~10.116~~ ²⁸		Note purchase Agreement with institutional investor for issuance of note payable dated December 20, ~~2021~~
~~10.117~~ ²¹		~~Share Purchase Agreement by and between Orbital Energy Group, Inc., Gibson Technical Services, Inc. and its shareholders, dated April 13, 2021~~2021.
~~10.118~~10.114 ²²		~~Form of Employee Stock Appreciation rights agreement~~
~~10.119~~ ²⁴		~~Share purchase agreement by and between Orbital Energy and the shareholders of IMMCO, Inc.~~
~~10.120~~ ²⁵		~~Share purchase agreement by and between Gibson Technical Services, Inc., Orbital Energy Group, Inc., Full Moon Telecom, LLC. And its owners dated October 22, 2021~~
~~10.121~~ ²⁶¹³		Employment agreement with ~~Nicholas M.~~Nick Grindstaff effective November ~~15, 2021~~16, 2021.
~~10.122~~ 23.1 ²⁶¹³		Consent of PricewaterhouseCoopers, LLP
23.2 ¹³		~~$4,000,000 Business loan agreement line~~Consent of ~~credit between Gibson Technical Services, Inc. and Truist Bank~~Grant Thornton, LLP
~~10.123~~23.3 ²⁷		~~Membership Unit Purchase Agreement, dated November 17, 2021, by and among Orbital Energy Group, Inc., Kurt A. Johnson, Jr., and Tidal Power Group, LLC~~
~~10.124~~ ²⁷¹³		~~Unsecured Promissory Note, dated November 17, 2021, given by Orbital Energy Group, Inc. in favor of Kurt A. Johnson, Jr., and Tidal Power Group, LLC~~
~~10.125~~ ²⁷		~~Unsecured Promissory Note dated November 17, 2021 given by Orbital Energy Group, Inc. in favor of Tidal Power Group, LLC~~
~~10.126~~ ²⁷		~~Lock Up Letter Agreement, dated November 17, 2021, by and between Orbital Energy Group, Inc., and Kurt A. Johnson, Jr~~
~~10.127~~ ²⁷		~~Lock Up Letter Agreement dated November 17, 2021 by and between Orbital Energy Group, Inc. and Tidal Power Group, LLC~~
~~10.128~~ ²⁷		~~Registration Rights Agreement, dated November 17, 2021, by and among Orbital Energy Group, Inc., Kurt A. Johnson, Jr., and Tidal Power Group, LLC~~
~~10.129~~ ²⁷		~~Industrial Triple Net Lease, dated November 17, 2021, by and between Danbury Property Company LLC and Front Line Power Construction, LLC~~
~~10.130~~ ²⁷		~~Industrial Triple Net Lease, dated November 17, 2021, by and between Manvel Property Management and Front Line Power Construction, LLC~~
~~10.131~~ ²⁷		~~Industrial Triple Net Lease, dated November 17, 2021, by and between Oak Property Group and Front Line Power Construction, LLC~~
~~10.132~~ ²⁷		Credit Agreement, dated November 17, 2021, by and among the lenders identified therein, Alter Domus, as administrative and collateral agent for each of the lenders, Orbital Energy Group, Inc., Front Line Power Construction, LLC, and certain subsidiaries thereof. [without schedules]
~~10.133~~ ²⁷		~~Pledge Agreement, dated November 17, 2021, by and between Orbital Energy Group, Inc. and Alter Domus (US) LLC, in its capacity as collateral agent for each Secured Party~~
~~10.134~~ ²⁷		~~Security Agreement, dated November 17, 2021, by and between Front Line Power Construction, LLC, and Alter Domus (US) LLC, as collateral agent for each Security Party~~
~~10.135~~ ²⁷		~~Form of Subscription Agreement with Lenders dated November 17, 2021 relating to the issuance of 1,690,677 shares of our restricted common stock.~~
~~21.3~~ ²⁸		List of all subsidiaries, state of incorporation and name under which the subsidiary does business.
~~23.1~~ 31.1 ²⁸¹³		~~Consent of Grant Thornton LLP~~
~~31.1~~ ²⁹		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of ~~1934, as amended.~~1934.
31.2 ²⁹¹³		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of ~~1934, as amended.~~1934.
32.1 ²⁸¹³		Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

101^28 13		Inline XBRL-Related Documents.
101.INS ²⁸¹³		Inline XBRL Instance Document.
101.SCH ²⁸¹³		Inline XBRL Taxonomy Extension Schema Document.
101.CAL^28 13		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF ²⁸¹³		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB ²⁸¹³		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE ²⁸¹³		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 ²⁸¹³		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

6.2.	Incorporated by reference to our Report on Form 10-K filed with the Commission on March 30, 2020.
7.	~~Incorporated by reference to our Report on Form 10-K filed with the Commission on March 14, 2018.~~

~~10.~~3.	Incorporated by reference to our Report on Form 10-Q filed with the Commission on May 20, 2020.
~~11.~~4.	Incorporated by reference to our Report on Form 8-K filed with the Commission on November 18, 2020.
~~12.~~5.	Incorporated by reference to our Report on Form 424B5 Prospectus supplement filed with the Commission on January 4, 2021.
~~13.~~6.	Incorporated by reference to our Report on Form 8-K filed with the Commission on January 4, 2021.
~~14.~~7.	Incorporated by reference to our Report on Form 424B5 Prospectus supplement filed with the Commission on January 15, 2021.
~~15.~~8.	Incorporated by reference to our Report on Form 8-K filed with the Commission on January 15, 2021.
~~16.~~	~~Incorporated by reference to our Report on Form 424B5 Prospectus supplement filed with the Commission on July 21, 2021.~~
17	~~Incorporated by reference to our Report on Form 8-K filed with the Commission on July 22, 2021.~~
~~18.~~9.	Incorporated by reference to our Report on Form 8-K filed with the Commission on February 16, 2021.
~~19.~~10.	Incorporated by reference to our Report on Form 8-K filed with the Commission on April 6, 2020.
~~20.~~11.	Incorporated by reference to our Report on Form 8-K filed with the Commission on March 26, 2021.
~~21.~~	~~Incorporated by reference to our Report on Form 8-K filed with the Commission on April 16, 2021.~~
~~22.~~	~~Incorporated by reference to our Report on Form 8-K filed with the Commission on April 26, 2021.~~
~~23.~~	~~Incorporated by reference to our Report on Form 10-Q filed with the Commission on May 11, 2021.~~
~~24.~~	~~Incorporated by reference to our Report on Form 8-K filed with the Commission on August 2, 2021.~~
~~25.~~	~~Incorporated by reference to our Report on Form 8-K filed with the Commission on October 27, 2021.~~
~~26.~~	~~Incorporated by reference to our Report on Form 10-Q filed with the Commission on November 15, 2021.~~
~~27.~~	~~Incorporated by reference to our Report on Form 8-K filed with the Commission on November 22, 2021.~~
~~28.~~12.	Incorporated by reference to our Report on Form 10-K filed with the Commission on March 31, 2022.
~~29.~~ 13.	Filed herewith.

Signature		Title	Date

By	/s/ James F. O'Neil	CEO/Principal Executive	April 6, 2023
	James F. O'Neil	Officer/Director

~~Orbital Energy Group, Inc.~~ By	/s/ Nicholas M. Grindstaff	CFO/ Principal Financial	April 6, 2023
	Nicholas M. Grindstaff	and Accounting Officer