UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, ~~2017~~2022

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

For the transition period from _______ to ______

Commission File Number 0-29923

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

(Exact name of registrant as specified in its charter)

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

~~20050 SW 112th Avenue~~
~~Tualatin, Oregon 97062~~5444 Westheimer Road
	Suite 1650
	Houston, Texas 77056

(Address of principal executive offices and zip code)

Former address:

1924 Aldine Western

Houston, Texas 77038

~~(503) 612-2300~~

(832) 467-1420

(Registrant’s telephone number, including area code)

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

~~YES~~ x NO ¨Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

~~YES~~ x NO ¨Yes ☒ No ☐

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

Large accelerated filer ¨☐	Accelerated filer x☐
Non-accelerated filer ¨~~(Do not check if a smaller reporting company)~~☒	Smaller reporting company¨ ☒
	Emerging growth company ¨☐

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

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

~~YES~~ ¨ NO xYes ☐ No ☒

There were ~~28,404,796~~140,571,912 shares of the ~~registrant’s~~registrant's common stock, par value $0.001 per share, ~~issued and~~ outstanding as of November ~~7, 2017.~~11, 2022.

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

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

Table of Contents

INDEX

			Page
	Part I

Item 1.	Financial Statements		32
	Condensed Consolidated Balance Sheets (Unaudited)		32
	Condensed Consolidated Statements of Operations (Unaudited)		43
	Condensed Consolidated Statements of Comprehensive Income and Loss (Unaudited)		54
	Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)		65
	Condensed Consolidated Statements of Cash Flows (Unaudited)		7
	Notes to the Condensed Consolidated Financial Statements (Unaudited)		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2535
	Overview		2536
	Results of Operations		2637
	Liquidity and Capital Resources		3341
Item 3.	Quantitative and Qualitative Disclosure about Market Risk		3743
Item 4.	Controls and Procedures		3944
	Part II

Item 1.	Legal Proceedings		3945
Item 1A.	Risk Factors		3945
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds. Common Stock Issued		3946
Item 5.	Other Information		4046
Item 6.	Exhibits	~~Exhibits~~		4047
	Exhibit Index		4047
	Signatures		4148

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial ~~Statements~~Statements.

~~CUI Global,~~Orbital Infrastructure Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

September 30, December 31,
(in thousands, except share and per share data) 2017 2016
(Unaudited)
Assets:
Current Assets:
Cash and cash equivalents $ 758 $ 4,617
Trade accounts receivable, net of allowance of $128 and $151, respectively 11,365 9,375
Inventories, net of allowance of $1,127 and $774, respectively 14,221 13,202
Costs in excess of billings 1,451 2,735
Prepaid expenses and other 1,733 2,174
Total current assets 29,528 32,103

Property and equipment, less accumulated depreciation of $4,128 and $3,299, respectively 11,260 10,952
Goodwill 20,737 20,125
Other intangible assets, less accumulated amortization of $11,415
and $9,438, respectively 15,852 16,201
Note receivable, less current portion 324 362
Deposits and other assets 1,876 100
Total assets $ 79,577 $ 79,843

Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts payable $ 5,996 $ 6,170
Short-term overdraft facility 1,022 —
Mortgage note payable, current portion 93 89
Capital lease obligation, current portion 3 28
Accrued expenses 4,120 4,542
Billings in excess of costs 2,853 1,977
Unearned revenue 7,231 4,932
Total current liabilities 21,318 17,738

Long term mortgage note payable, less current portion 3,280 3,350
Long term note payable, related party 5,304 5,304
Line of credit 1,932 —
Capital lease obligation, less current portion 10 12
Derivative liability 412 467
Deferred tax liabilities 3,528 4,120
Other long-term liabilities 114 217
Total liabilities 35,898 31,208

Commitments and contingencies

Stockholders' Equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at September 30, 2017 or December 31, 2016 — —
Common stock, par value $0.001; 325,000,000 shares authorized; 20,995,916 shares issued and outstanding at September 30, 2017 and 20,916,848 shares issued and outstanding at December 31, 2016 21 21
Additional paid-in capital 150,571 150,174
Accumulated deficit (103,294 ) (95,970 )
Accumulated other comprehensive loss (3,619 ) (5,590 )
Total stockholders' equity $ 43,679 $ 48,635
Total liabilities and stockholders' equity $ 79,577 $ 79,843

September 30,

December 31,

(in thousands, except share and per share amounts)

2022

2021

Assets:

Current Assets:

Cash and cash equivalents
$ 27,960 $ 26,865
Restricted cash - current portion
123 150
Trade accounts receivable, net of allowance of $921 and $1,487, respectively
50,803 48,752
Inventories
1,408 1,335
Contract assets
23,735 7,478
Note receivable, current portion
1,421 3,536
Prepaid expenses and other current assets
8,268 6,919
Assets held for sale, current portion
1,814 6,679
Total current assets
115,532 101,714

Property and equipment, less accumulated depreciation
25,889 29,638
Investment
1,063 1,063
Right of use assets - Operating leases
17,333 18,247
Right of use assets - Financing leases
9,341 14,702
Goodwill
7,006 100,899
Other intangible assets, net
123,853 142,656
Restricted cash, noncurrent portion
486 1,026
Note receivable, noncurrent portion
— 836
Deposits and other assets
1,606 1,558
Total assets
$ 302,109 $ 412,339

Liabilities and Stockholders' Equity (Deficit):

Current Liabilities:

Accounts payable
$ 35,595 $ 10,111
Notes payable, current portion
129,034 72,774
Line of credit
4,000 2,500
Operating lease obligations - current portion
4,451 4,674
Financing lease obligations - current portion
5,167 4,939
Accrued expenses
30,296 28,301
Contract liabilities
351 6,503
Financial instrument liability, current portion
25,320 825
Liabilities held for sale, current portion
— 4,367
Total current liabilities
234,214 134,994

Financial instrument liability, noncurrent portion
15,609 —
Warrant liabilities
5,492 —
Deferred tax liabilities
260 260
Notes payable, less current portion
107,738 156,605
Operating lease obligations, less current portion
13,150 13,555
Financing lease obligations, less current portion
9,023 9,939
Other long-term liabilities
720 720
Total liabilities
386,206 316,073

Commitments and contingencies

Stockholders' Equity (Deficit):

Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at September 30, 2022 or December 31, 2021
— —
Common stock, par value $0.001; 325,000,000 shares authorized; 124,935,259 shares issued and 124,582,196 shares outstanding at September 30, 2022 and 82,259,739 shares issued and 81,906,676 shares outstanding at December 31, 2021
125 82
Additional paid-in capital
338,565 311,487
Treasury stock at cost; 353,063 shares held at September 30, 2022 and December 31, 2021
(413 ) (413 )
Accumulated deficit
(421,424 ) (210,934 )
Accumulated other comprehensive loss
(687 ) (3,995 )
Total Orbital Infrastructure Group, Inc.'s stockholders' equity (deficit)
(83,834 ) 96,227
Noncontrolling interest
(263 ) 39
Total stockholders' equity (deficit)
(84,097 ) 96,266
Total liabilities and stockholders' equity (deficit)
$ 302,109 $ 412,339

See accompanying notes to condensed consolidated financial statements

3
2
Table of Contents

~~CUI Global,~~Orbital Infrastructure Group, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

(In thousands, except share and per share amounts) For the Three Months
Ended September 30, For the Nine Months Ended
September 30,

For the Three Months

For the Nine Months

(in thousands, except share and per share amounts)

Ended September 30,

Ended September 30,

2017 2016 2017 2016
2022

2021

2022

2021

Total revenues $ 21,796 $ 23,257 $ 62,141 $ 67,058
Revenues
$ 99,822 $ 24,822 $ 263,989 $ 41,902

Cost of revenues 14,356 14,660 40,793 41,269 105,671 22,523 248,439 44,982

Gross profit 7,440 8,597 21,348 25,789 (5,849 ) 2,299 15,550 (3,080 )

Operating expenses:
Selling, general and administrative 8,212 8,080 25,480 26,328
Operating expenses (income):

Selling, general and administrative expense
12,746 11,729 33,790 37,491
Depreciation and amortization 521 585 1,636 1,809 5,465 1,333 16,193 3,418
Research and development 696 512 1,920 1,544
Provision (credit) for bad debt 30 — (21 ) 48
Other operating expenses — 5 12 5
Impairment of goodwill and intangible assets
100,275 — 100,275 —
Impairment of financing leased assets
4,467 — 4,467 —
(Recovery of) provision for bad debt
19 93 (519 ) 93
Other operating income, net
(111 ) (6 ) (451 ) (15 )

Total operating expenses 9,459 9,182 29,027 29,734 122,861 13,149 153,755 40,987

Loss from operations (2,019 ) (585 ) (7,679 ) (3,945 ) (128,710 ) (10,850 ) (138,205 ) (44,067 )

Gain (loss) on extinguishment of debt
(1,122 ) 723 (29,354 ) 1,633
Loss on financial instruments
(3,109 ) — (17,911 ) —
Gain on warrant liabilities
2,423 — 7,369 —
Other income (expense) 77 6 169 (265 ) (1,128 ) (203 ) (1,834 ) 370
Interest expense (137 ) (119 ) (374 ) (364 ) (9,714 ) (1,266 ) (27,566 ) (3,096 )

Loss before taxes (2,079 ) (698 ) (7,884 ) (4,574 )

Loss from continuing operations before income taxes
(141,360 ) (11,596 ) (207,501 ) (45,160 )
Income tax expense (benefit) (177 ) (191 ) (560 ) 82 207 (2,098 ) 830 (11,035 )

Loss from continuing operations, net of income taxes
(141,567 ) (9,498 ) (208,331 ) (34,125 )

Discontinued operations (Note 3)

Income (loss) from operations of discontinued businesses
(666 ) (649 ) (2,461 ) (2,187 )

Net loss $ (1,902 ) $ (507 ) $ (7,324 ) $ (4,656 ) (142,233 ) (10,147 ) (210,792 ) (36,312 )
Less: net loss attributable to noncontrolling interest
(167 ) — (302 ) —
Net loss attributable to Orbital Infrastructure Group, Inc.
$ (142,066 ) $ (10,147 ) $ (210,490 ) $ (36,312 )

Basic and diluted weighted average common shares outstanding 20,991,534 20,906,781 20,969,735 20,891,517 115,637,323 62,823,330 98,209,495 53,142,557

Basic and diluted loss per common share $ (0.09 ) $ (0.02 ) $ (0.35 ) $ (0.22 )
Loss from continuing operations per common share - basic and diluted
$ (1.22 ) $ (0.15 ) $ (2.12 ) $ (0.64 )

Loss from discontinued operations - basic and diluted
(0.01 ) (0.01 ) (0.03 ) (0.04 )

Loss per common share - basic and diluted
$ (1.23 ) $ (0.16 ) $ (2.15 ) $ (0.68 )

See accompanying notes to condensed consolidated financial statements

4
3
Table of Contents

~~CUI Global,~~Orbital Infrastructure Group, Inc.
Condensed Consolidated Statements of Comprehensive Income and Loss
(Unaudited)

For the Three Months

For the Nine Months

(in thousands)

Ended September 30,

Ended September 30,

2022

2021

2022

2021

Net loss
$ (142,233 ) $ (10,147 ) $ (210,792 ) $ (36,312 )
Other comprehensive income (loss)

Foreign currency translation adjustment
(182 ) 129 (300 ) 115
Reclassification of Foreign currency translation adjustment from accumulated other comprehensive loss to gain on sale of Orbital U.K. upon disposition
— — 3,608 —
Net other comprehensive income (loss)
(182 ) 129 3,308 115
Comprehensive loss
$ (142,415 ) $ (10,018 ) $ (207,484 ) $ (36,197 )
Less: Comprehensive income (loss) attributable to noncontrolling interests
(167 ) — (302 ) —
Comprehensive loss attributable to Orbital Infrastructure Group, Inc.
$ (142,248 ) $ (10,018 ) $ (207,182 ) $ (36,197 )
(in thousands) For the Three Months Ended
September 30, For the Nine Months
Ended September 30,
2017 2016 2017 2016
Net loss $ (1,902 ) $ (507 ) $ (7,324 ) $ (4,656 )

Other comprehensive income (loss)
Foreign currency translation adjustment 771 (796 ) 1,971 (2,897 )
Comprehensive loss $ (1,131 ) $ (1,303 ) $ (5,353 ) $ (7,553 )
See accompanying notes to condensed consolidated financial statements
4
Table of Contents
Orbital Infrastructure Group, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
(Unaudited)
(in thousands, except share amounts)

Common Stock

Treasury Stock

Shares

Amount

Additional Paid-in Capital

Shares

Amount

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total OIG Stockholder's Equity (Deficit)

Non-controlling Interest

Total Stockholders' Equity (Deficit)

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 — 250 — — — — 250 — 250
Common stock issued and issuable for compensation, services and royalty payments
795,384 1 (1,694 ) — — — — (1,693 ) — (1,693 )
Common stock issued for debt repayment
2,653,365 3 4,442 — — — — 4,445 — 4,445
Common stock issued to lenders for OID for $105 million debt - (reissued)
54,026 — — — — — — — — —
Net loss
— — — — — (37,601 ) — (37,601 ) (22 ) (37,623 )
Other comprehensive loss
— — — — — — 6 6 — 6
Balance, March 31, 2022
85,887,514 $ 86 $ 314,485 (353,063 ) $ (413 ) $ (248,535 ) $ (3,989 ) $ 61,634 $ 17 $ 61,651
Issuance of common stock
9,000,000 9 — — — — — 9 — 9
Common stock issued for acquisition - purchase price adjustment
— — (104 ) — — — — (104 ) — (104 )
Issuance of common stock upon exercise of pre-funded warrants, net
7,153,847 7 6,932 — — — — 6,939 — 6,939
Common stock issued and issuable for compensation, services and royalty payments
348,855 — 870 — — — — 870 — 870
Common stock issued for debt repayment
4,173,095 4 4,322 — — — — 4,326 — 4,326
Common stock issued to lenders based on a new reference price on subscription agreement
4,693,348 5 2,920 — — — — 2,925 — 2,925
Net loss
— — — — — (30,823 ) — (30,823 ) (113 ) (30,936 )
Other comprehensive income
— — — — — — 3,484 3,484 — 3,484
Balance, June 30, 2022
111,256,659 $ 111 $ 329,425 (353,063 ) $ (413 ) $ (279,358 ) $ (505 ) $ 49,260 $ (96 ) $ 49,164
Issuance of common stock
1,862,647 2 1,082 — — — — 1,084 1,084
Common stock issued and issuable for compensation, services and royalty payments
765,311 1 1,354 — — — — 1,355 1,355
Common stock issued for debt repayment
7,459,630 7 5,269 — — — — 5,276 5,276
Common stock issued to lenders based on a new reference price on subscription agreement
3,591,012 4 1,435 — — — — 1,439 1,439
Net loss
— — — — — (142,066 ) — (142,066 ) (167 ) (142,233 )
Other comprehensive loss
— — — — — — (182 ) (182 ) (182 )
Balance, September 30, 2022
124,935,259 $ 125 $ 338,565 (353,063 ) $ (413 ) $ (421,424 ) $ (687 ) $ (83,834 ) $ (263 ) $ (84,097 )
5
Table of Contents
(in thousands, except share amounts)

Common Stock

Treasury Stock

Shares

Amount

Additional Paid-in Capital

Shares

Amount

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity

Balance, December 31, 2020
31,029,642 $ 31 $ 171,616 (353,063 ) $ (413 ) $ (149,681 ) $ (4,406 ) $ 17,147
Issuance of common stock via equity raises
15,555,556 16 42,360 — — — — 42,376
Common stock issued for cashless exercises of stock options
214,596 — — — — — — —
Common stock issued and vesting of restricted stock for compensation, services, and royalty payments
40,188 — 2,551 — — — — 2,551
Net loss
— — — — — (17,952 ) — (17,952 )
Other comprehensive income
— — — — — — (22 ) (22 )
Balance, March 31, 2021
46,839,982 47 216,527 (353,063 ) (413 ) (167,633 ) (4,428 ) 44,100
Common stock issued for acquisition of Gibson Technical Services, Inc.
5,929,267 6 16,926 — — — — 16,932
Common stock issued for compensation, services, and royalty payments
1,282,318 1 5,503 — — — — 5,504
Net loss
— — — — — (8,213 ) — (8,213 )
Other comprehensive loss
— — — — — — 8 8
Balance, June 30, 2021
54,051,567 54 238,956 (353,063 ) (413 ) (175,846 ) (4,420 ) 58,331
Issuance of common stock via equity raise
10,410,959 10 35,660 — — — — 35,670
Common stock issued for acquisition of IMMCO, Inc.
874,317 1 2,543 — — — — 2,544
Common stock issued for and issuable for compensation, services and royalty payments
86,660 — 1,765 — — — — 1,765
Common stock issued for debt repayment
737,605 1 2,574 — — — — 2,575
Net loss
— — — — — (10,147 ) — (10,147 )
Other comprehensive income
— — — — — — 129 129
Balance, September 30, 2021
66,161,108 66 281,498 (353,063 ) (413 ) (185,993 ) (4,291 ) 90,867

See accompanying notes to condensed consolidated financial statements

5
6
Table of Contents

~~CUI Global,~~Orbital Infrastructure Group, Inc.
Condensed Consolidated ~~Statement~~Statements of ~~Changes in Stockholders’ Equity~~Cash Flows
(Unaudited)

Accumulated
Other Total
Common Stock Additional Accumulated Comprehensive Stockholders'
(In thousands, except share amounts) Shares Amount Paid-in Capital Deficit Income (Loss) Equity

Balance, December 31, 2016 20,916,848 $ 21 $ 150,174 $ (95,970 ) $ (5,590 ) $ 48,635

Common stock issued for exercises of options 245 — — — — —
Common stock issued for compensation, services, and royalty payments 78,823 — 397 — — 397
Net loss for the period ended September 30, 2017 — — — (7,324 ) — (7,324 )
Other comprehensive income — — — — 1,971 1,971
Balance, September 30, 2017 20,995,916 $ 21 $ 150,571 $ (103,294 ) $ (3,619 ) $ 43,679

For the Nine Months

(in thousands)

Ended September 30,

2022

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss
$ (210,792 ) $ (36,312 )
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation
11,860 2,671
Amortization of intangibles
15,039 4,262
Amortization of debt discount
7,335 2,016
Amortization of note receivable discount
(63 ) (237 )
Stock-based compensation and expense, net of forfeitures
(1,914 ) 9,833
Fair value adjustment to liability for stock appreciation rights
(269 ) 2,543
Fair value adjustment to financial instrument liabilities
17,912 —
Fair value adjustment to warrant liabilities
(7,369 ) —
Loss (gain) on extinguishment of debt and debt modifications
29,354 (2,400 )
Gain on sale of business
(299 ) —
(Recovery of) provision for bad debt
(497 ) 65
Deferred income taxes
6 (11,176 )
Impairment of goodwill and intangible assets
100,275 —
Impairment of financing leased assets
4,467 —
Inventory reserve
(3 ) (291 )
Gain on sale of assets
(391 ) (15 )
Non-cash unrealized foreign currency loss
(1 ) 233
Liquidated damages from debt
2,271 —
Change in operating assets and liabilities, net of acquisition:

Trade accounts receivable
466 (5,396 )
Inventories
334 (189 )
Contract assets
(14,940 ) (2,077 )
Prepaid expenses and other current assets
1,993 1,944
Right of use assets/lease liabilities, net
415 (21 )
Deposits and other assets
(29 ) (259 )
Accounts payable
24,688 (2,529 )
Accrued expenses
12,182 1,950
Contract liabilities
(5,385 ) (1,421 )
NET CASH USED IN OPERATING ACTIVITIES
(13,355 ) (36,806 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for acquisitions, net of cash received
(773 ) (36,890 )
Cash paid for working capital adjustment on Front Line Power acquisition
(9,500 ) —
Purchases of property and equipment
(3,722 ) (6,594 )
Deposits on financing lease property and equipment
128 (481 )
Proceeds from sale of businesses, net of cash included in the business
1,026 —
Proceeds from sale of property and equipment and businesses
483 93
Purchases of investments
(469 ) —
Purchase of other intangible assets
(74 ) (702 )
Proceeds from notes receivable
3,500 621
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
(9,401 ) (43,953 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from line of credit
3,500 —
Payments on line of credit
(2,000 ) (441 )
Payments on financing lease obligations
(3,810 ) (897 )
Proceeds from notes payable
41,150 19,400
Payments on notes payable
(35,530 ) (7,490 )
Proceeds from sales of common stock and warrants
20,272 78,046
NET CASH PROVIDED BY FINANCING ACTIVITIES
23,582 88,618

Effect of exchange rate changes on cash
(298 ) (28 )
Net increase in cash, cash equivalents and restricted cash
528 7,831
Cash, cash equivalents and restricted cash at beginning of period
28,041 4,524

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
$ 28,569 $ 12,355

See accompanying notes to condensed consolidated financial statements

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Table of Contents

~~CUI Global,~~Orbital Infrastructure Group, Inc.
Condensed Consolidated Statements of Cash Flows (continued)
(Unaudited)

(in thousands) For the Nine Months Ended September 30,
2017 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (7,324 ) $ (4,656 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation 744 697
Amortization of intangibles 1,388 1,450
Stock and options issued and stock to be issued for compensation, royalties and services 313 983
Unrealized (gain) loss on derivative liability (55 ) 98
Non-cash royalties, net (see Note 5) (6 ) 15
(Credit to) provision for bad debt expense and returns allowances (21 ) 52
(Credit to) provision for warranty reserve (11 ) —
Deferred income taxes (666 ) (105 )
Inventory reserve 317 269
Non-cash unrealized foreign currency (gains)/losses (307 ) 122
Impairment of intangible assets 3 —
Loss on disposal of assets 9 5

(Increase) decrease in operating assets:
Trade accounts receivable (1,667 ) 2,244
Inventory (902 ) (506 )
Costs in excess of billings 1,402 (513 )
Prepaid expenses and other current assets (562 ) 445
Deposits and other assets (515 ) (27 )
Increase (decrease) in operating liabilities:
Accounts payable (321 ) 148
Accrued expenses (482 ) (1,056 )
Unearned revenue 2,219 643
Billings in excess of costs 683 865
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (5,761 ) 1,173

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (635 ) (463 )
Proceeds from sale of property and equipment 2 22
Investments in other intangible assets (448 ) (662 )
Proceeds from notes receivable 19 —
NET CASH USED IN INVESTING ACTIVITIES (1,062 ) (1,103 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from overdraft facility 2,146 —
Payments on overdraft facility (1,174 ) —
Proceeds from line of credit 19,585 —
Payments on line of credit (17,653 ) —
Payments on capital lease obligations (27 ) (38 )
Payments on mortgage note payable (66 ) (64 )
Payments on contingent consideration (61 ) (59 )
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,750 (161 )

Effect of exchange rate changes on cash 214 (125 )
Net decrease in cash and cash equivalents (3,859 ) (216 )
Cash and cash equivalents at beginning of period 4,617 7,267

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 758 $ 7,051

For the Nine Months

(in thousands)

Ended September 30,

2022

2021

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Income taxes paid (net refunded)
$ 109 $ (439 )
Interest paid
$ 20,623 $ 851

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Non-cash investment in acquisitions including seller notes, equity issued and contingent consideration
$ 146 $ 19,476
Equipment purchased with debt
$ 712 $ 715
Accrued property and equipment purchases
$ 9 $ 882

See accompanying notes to condensed consolidated financial statements

7
8
~~CUI Global, Inc.~~
~~Condensed Consolidated Statements~~
Table of ~~Cash Flows (continued)~~
~~(Unaudited)~~
(in thousands) For the Nine Months Ended September 30,
2017 2016
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid $ 130 $ 169
Interest paid, net of capitalized interest $ 375 $ 366

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued and to be issued for royalties payable pursuant to product agreements, related party $ 8 $ 38
Common stock issued and to be issued for consulting services and compensation in common stock $ 389 $ 718
Exchange of investment in TPI in return for note receivable (note 5) $ — $ 385
Accrued property and equipment purchases $ 21 $ 8
Accrued investment in other intangible assets $ 83 $ 137
Capital leases $ — $ 19
~~See accompanying notes to condensed consolidated financial statements~~
8
Contents

~~CUI Global,~~Orbital Infrastructure Group, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

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

Nature of Operations
~~CUI Global~~Orbital Infrastructure Group, Inc. ~~(CUI Global)~~f/k/a Orbital Energy Group, Inc. (Orbital Infrastructure Group, "OIG," "The Company") is a ~~platform~~diversified infrastructure services company ~~composed of two~~serving customers in the electric power, telecommunications, and renewable markets. The Company’s reportable segments are the Electric Power ~~and Electromechanical~~segment, the Telecommunications segment, and the Renewables segment. In December 2021, the Company announced the planned divestiture of its previously reported Integrated Energy ~~segment, along with an "Other" category.~~Infrastructure Solutions and Services segment.

The Electric Power ~~and Electromechanical~~ segment consists of ~~the wholly owned subsidiaries: CUI, Inc. (CUI),~~Front Line Power Construction, LLC based in ~~Tualatin, Oregon; CUI Japan,~~Houston, Texas (acquired November 17, 2021), Orbital Power, Inc. based in ~~Tokyo, Japan; CUI-Canada,~~Dallas, Texas, (began operations in Q12020) and Eclipse Foundation Group based in ~~Toronto, Canada;~~Gonzales, Louisiana (began operations in Q12021). 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 ~~entity holding~~engineering, design, installation, upgrade, repair and maintenance of electric power transmission and distribution infrastructure and substation facilities as well as emergency restoration services. Eclipse Foundation Group, which began operations in January 2021, is a drilled shaft foundation construction company that specializes in providing services to the ~~corporate building, CUI Properties. All three subsidiaries are providers~~electric transmission and substation, industrial, telecommunication and disaster restoration market sectors, with expertise performing services in water, marsh and rock terrains. In the third quarter of ~~power~~2022, in order to streamline operations, the Eclipse business was integrated into Front Line Power Construction, LLC, and ~~electromechanical components including power supplies, transformers, converters, connectors and industrial controls for Original Equipment Manufacturers (OEMs).~~ceased to be a separate business unit.

The ~~Power~~ Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired April 13, 2021) and ~~Electromechanical segment defines its product offerings into~~ subsidiaries. GTS is an Atlanta-based telecommunications company providing diversified telecommunications services nationally since 1990 and is the parent of IMMCO, Inc., Full Moon Telecom, LLC, and Coax Fiber Solutions, LLC. IMMCO, Inc. (acquired July 28, 2021), which includes two ~~categories: components~~ Indian subsidiaries, is an Atlanta-based, full-service telecom engineering and network design company providing diversified engineering services and customized software solutions to a global customer base since 1992. Full Moon Telecom, LLC (acquired October 22, 2021) is a Florida-based telecommunications service provider that offers an extensive array of wireless service capabilities and experience including ~~connectors, speakers, buzzers,~~Layer 2/Layer3 Transport, Radio Access Network (“RAN”) Integration, test and ~~measurement devices,~~turn-up of Small Cell systems and ~~control solutions including encoders~~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 ~~sensors;~~missile crews for telecommunications, power, gas, water, CCTV, ATMS, and power solutions, which includes Novum and ICE. These offerings provide a technology architecture that addresses power and related accessories to industries as broadly ranging as consumer electronics, medical and defense.traffic signal cable installation.

The ~~Company’s Energy~~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 ~~Orbital Gas Systems Ltd subsidiary (Orbital-UK)~~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 the Orbital Gas Systems, North America, Inc. subsidiary, collectively referred to as "Orbital." This business segment was formed when in April 2013, CUI Global acquired 100% of the capital stock of Orbital-UK, a United Kingdom-based provider of natural gas infrastructure and advanced technology, including metering, odorization, remote telemetry units (‘‘RTU’’) and a diverse range of personalized gas engineering solutions to the gas utilities, power generation, emissions, manufacturing and automotive industries. In January 2015, CUI Global formed and opened Orbital Gas Systems, North America, Inc., a wholly owned subsidiary of CUI Global, to represent the Energy segment in the North American market. GasPT® and VE Technology® products are sold through Orbital.public utility projects.

~~The Other category represents the remaining activities that are not included as part of the other reportable segments and primarily represents corporate activity.~~
Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes condensed consolidated financial statements. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations and should be read in conjunction with the Company's Annual Report on Form ~~10-K~~10-K for the year ended December 31, ~~2016.~~2021. The Condensed Consolidated Balance Sheet as of December 31, 2021 has been derived from the audited financial statements as of that date included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. ~~Significant~~All intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not necessarily indicative of the results to be expected for the remaining quarters or year ending December 31, ~~2017.~~2022.

9
9
Table of Contents
Reconciliation of Cash, Cash Equivalents, and Restricted Cash on Condensed Consolidated Statements of Cash Flows

For the Nine Months

(in thousands)

Ended September 30,

2022

2021

Cash and cash equivalents at beginning of period
$ 26,865 $ 3,046
Restricted cash at beginning of period (1)
1,176 1,478
Cash, cash equivalents and restricted cash at beginning of period
$ 28,041 $ 4,524

Cash and cash equivalents at end of period
$ 27,960 $ 11,179
Restricted cash at end of period (1)
609 1,176
Cash, cash equivalents and restricted cash at end of period
$ 28,569 $ 12,355

(1) Restrictions on cash at September 30, 2022 and September 30, 2021 relate to collateral for several bank-issued letters of credit for contract guaranties.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to ~~review~~record purchase price allocation for the ~~Company’s~~Company's acquisitions, fair value measurements used in goodwill ~~impairments and~~impairment tests, impairment estimations of long-lived assets, ~~impairment of prepaid royalties,~~ revenue recognition on ~~percentage of completion~~cost-to-cost type contracts, allowances for uncollectible accounts, ~~inventory valuation, warranty reserves,~~ 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.

~~Revision~~Reclassifications
~~Immaterial revision was~~Certain reclassifications have been made to the ~~condensed consolidated statement~~2021 classifications in order to conform to the 2022 presentation.
Company Conditions and Sources of Liquidity
The Company has experienced net losses, cash ~~flows:~~outflows from cash used in operating activities and a decline in share value over the past years. As of and for the nine months ended September 30, ~~2016, $122 thousand was reclassified~~2022, the Company had an accumulated deficit of $421.4 million, loss from ~~effect~~continuing operations of ~~exchange rate changes on~~$208.3 million, and net cash used in operating activities of $13.4 million. Further, as of September 30, 2022, the Company had a working capital deficit of $118.7 million, including current maturities of debt, and cash and cash equivalents of $28.0 million available for working capital needs and planned capital asset expenditures. As a result of the foregoing, the Company does not have sufficient liquidity and capital resources to ~~non-cash unrealized foreign currency gains/losses included~~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 ~~reconciling item to cash provided by operating activities. This change was related primarily to foreign currency gains and losses on intercompany advances to Orbital-UK.~~going concern.

~~2. INVENTORIES~~The Company has plans to access additional capital to meet its obligations for the twelve months from the date these financial statements are available to be issued. Historically, the Company has raised additional equity and debt financing to fund its expansion; refer to Note 16 — Notes Payable and Line of Credit. The Company has also funded some of its capital expenditures through long-term financing with lenders and other investors as also described in further detail in Note 16 — Notes Payable and Line of Credit. Our ability to raise the additional capital is dependent on a number of factors, including, but not limited to, the market demand for our common stock, which itself is subject to a number of business risks and uncertainties, our creditworthiness and the uncertainty that we would be able to raise such additional capital at a price that is favorable to us. As of September 30, 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 $68.8 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.

~~Inventories consist of raw materials, work-in-process~~The Company plans to meet its obligations as they become due over the next twelve months by raising additional capital through equity and ~~finished goods~~debt financing sources and ~~are stated at~~forecasted positive cash flows generated from operations. There can be no assurance that the ~~lower of cost~~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 ~~market using~~otherwise meet its cash requirements over the first-in, first-out (FIFO) method or through the moving average cost method. At September 30, 2017 and December 31, 2016, accrued liabilities included $1.3 million and $1.1 million of accrued inventory payable, respectively. At September 30, 2017 and December 31, 2016, inventory by category is valued net of reserves and consists of:next twelve months, as noted above.

(in thousands) September 30, December 31,
2017 2016
Finished goods $ 11,126 $ 9,684
Raw materials 3,267 3,357
Work-in-process 955 935
Inventory reserves (1,127 ) (774 )

Total inventories $ 14,221 $ 13,202
Restructuring Costs
~~3. PREPAID EXPENSES, DEPOSITS AND OTHER~~
(in thousands) September 30, December 31,
2017 2016
Prepaid expenses and other $ 1,733 $ 2,174
Deposits and other assets $ 1,876 $ 100
~~During~~ In September 2022, the ~~second quarter~~Company fully impaired its finance lease equipment related to the Eclipse Foundation Group in the Electric Power segment. These pieces of ~~2017, prepaid royalties~~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 have been removed from the balance sheet and an equal impairment has been recognized in the amount of ~~$1.6 million were transferred~~$4.5 million. Future payments related to ~~long-term and included in Deposits and other assets from prepaid expenses due to a change in the estimated period of when those prepayments~~these leases will be ~~amortized based~~approximately $5.2 million paid through June 2026.
Sale of Orbital U.K.
On May 11, 2022, the Company completed the sale of its Orbital U.K. operations for the agreed upon ~~management’s assessment~~amount of ~~future~~3,000,000 GBP. The Company received 1,575,000 GBP on the settlement date and the remaining 1,425,000 GBP was received on July 11, 2022. The Company could receive additional consideration if certain events transpire during the 12-month restricted period following the settlement date. In addition, the Company will receive a “royalty” of 15% on any sales of the GasPT ~~sales. There was $1.8 million of prepaid royalty included~~device related to Snam Rete Gas and/or the Future Billing Methodology (FBM) Project.
Goodwill and Indefinite-lived intangible assets
The Company had Goodwill from acquisitions made in ~~Deposits~~2020,2021 and ~~other assets at September 30, 2017.~~2022.

10
10
Table of Contents
Roll-forward of the Company's goodwill:

Table of ~~sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.~~
~~Foreign Currency Exchange Rates~~
The Company conducts operations in four principal currencies: the U.S. dollar, the British pound sterling, the Canadian dollar and the Japanese yen. These currencies operate primarily as the functional currency for the Company’s U.S., U.K., Canadian and Japanese operations, respectively. Cash is managed centrally within each of the four regions.
Because of fluctuations in currency exchange rates, the Company is subject to currency translation exposure on the results of its operations. 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 the Company’s statements of operations into U.S. dollars affects the comparability of revenues and operating expenses between years.
Revenues and operating expenses are primarily denominated in the currencies of the countries in which the Company’s operations are located, the U.S., U.K., Canada and Japan. The Company’s consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates.
37
Contents

~~The table below details the percentage of revenues and expenses by the four principal currencies for the three and nine months ended September 30, 2017 and 2016:~~
British Pound Canadian Japanese
U.S. Dollar Sterling Dollar Yen
For the Three Months Ended September 30, 2017
Revenues 81 % 18 % — % 1 %
Operating expenses 66 % 24 % 9 % 1 %
For the Three Months Ended September 30, 2016
Revenues 75 % 24 % — % 1 %
Operating expenses 68 % 24 % 7 % 1 %
British Pound Canadian Japanese
U.S. Dollar Sterling Dollar Yen
For the Nine months ended September 30, 2017
Revenues 81 % 18 % — % 1 %
Operating expenses 66 % 25 % 8 % 1 %
For the Nine months ended September 30, 2016
Revenues 70 % 29 % — % 1 %
Operating expenses 68 % 24 % 7 % 1 %
To date, the Company has 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. We believe that during the three and nine months ended September 30, 2017, the effect of a hypothetical 100 basis point shift in foreign currency exchange rates applicable to the Company’s business would not have had a material impact on the Company’s consolidated financial statements.
Investment Risk
The Company has an Investment Policy that, ~~among other things,~~inter alia, provides an internal control structure that takes into consideration safety (credit risk and interest rate risk), liquidity and yield. ~~The Company’s investment~~Our Investment officers, CEO and CFO, oversee the investment portfolio and compile a quarterly analysis of the investment portfolio ~~if any investments exist during the period.~~
~~Investments made by~~when applicable for internal use. In addition, the Company ~~are subject~~has an Investment Committee to ~~an investment policy, which limits~~administer and operate the ~~Company’s risk~~portfolio. At September 30, 2022, the Investment Committee is comprised of ~~loss exposure by setting appropriate credit quality requirements for investments held, limiting maturities to be 1 year or less,~~C. Stephen Cochennet, Corey A. Lambrecht, Chairman, and also setting appropriate concentration levels to prevent concentrations. This includes a requirement that no more than 3% of the portfolio, or $0.5 million, whichever is greater, may be invested in one particular issue.Nicholas M. Grindstaff, CFO.

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

The Company has trade receivable and ~~revenues~~revenue concentrations with large customers. ~~Additionally,~~See Note 17 of the ~~Company has a large~~Company's financial statements for more information on the Company's concentration ~~of cash, trade receivables and revenues in foreign countries including the United Kingdom, Canada and Japan.~~risks.

Item 4.
38
Controls and Procedures.

~~Item 4. Controls and Procedures~~
Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief Executive Officer (CEO) and its Chief Financial Officer (CFO), evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company’s management is required to apply their judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon that evaluation, the Company's management, including the CEO and the CFO, concluded that, as of September 30, ~~2017,~~2022, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.effective.

44
Table of Contents
Changes in Internal Control over Financial Reporting
There ~~were~~have been no ~~significant~~ changes in ~~the Company’s~~our internal ~~control~~controls over financial reporting (as defined in Rule 13(a)-15(f) or Rule 15d-15(f) of the Exchange Act) during the three months ended September 30, ~~2017,~~2022 that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~our internal ~~control~~controls over financial reporting.

PART IIll – OTHER INFORMATION

Item 1. Legal Proceedings.

~~CUI Global,~~Orbital Infrastructure Group, Inc. is occasionally party to various lawsuits, claims and ~~its subsidiaries are not a party in any~~other legal proceedings ~~where they~~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 ~~defendant. No director, officer~~material adverse effect on Orbital Infrastructure Group, Inc.’s consolidated financial position, results of operations or ~~affiliate~~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 ~~CUI Global, Inc., any~~the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.
The Company recently filed and served a federal civil complaint in the United States District Court for the Northern District of Texas – Dallas Division against the former owner of ~~record or beneficially~~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 ~~than five percent~~compensation to the former owner and is seeking return of ~~any class~~certain funds already paid and relief of voting securities of CUI Global, Inc. or any associate of any such director, officer, affiliate of CUI Global, Inc. or security holder is a party adverse to CUI Global, Inc. or any of its subsidiaries or has a material interest adverse to CUI Global, Inc. or any of its subsidiaries.certain debt and accruals currently on the balance sheet.

Item 1A. Risk Factors.

There are no material changes from Risk Factors as previously disclosed in the Company’s Form 10-K filed with the Commission on March ~~14, 2017.~~31, 2022.

45

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

During the ~~three~~nine months ended September 30, ~~2017,~~2022, the Company issued the following shares of common stock, which were not registered under the Securities Act. The Company relied on Section 4(2) of the Securities Act of 1933 as the basis for an exemption from registration for the following issuances.

39
Date of issuance

Type of issuance

Stock issuance recipient

Reason for issuance

Total no. of shares

Grant date fair value recorded at issuance and periodic vesting (in thousands)

January, April 2022

Common stock

Consultant

Services
117,320 $ 212
January, February, March, April, May, June, July, August, September 2022

Common stock

Institutional investor

Debt payment
14,286,090 14,048
February 2022

Common stock

1 Syndicated debt lender

Portion of original issue discount on $105 million credit facility *
54,026 —
June and September 2022
Common stock Syndicated debt lenders Shares issued to lenders as part of amended and restated subscription agreement 8,284,360 4,361
Total other equity transactions
22,741,796 $ 18,621

Date of
issuance Type of issuance Expense/
Prepaid/
Cash Stock
issuance
recipient Reason for
issuance Total no.
of shares Grant date fair value
recorded at issuance
(in thousands)
August 2017 Vested restricted common stock Expensed Four board members Director compensation 15,196 $ 50

15,196 $ 50 ⁽¹⁾
* These shares were issuable as of November 17, 2021 and were recorded as part of additional paid in capital prior to issuance.
⁽¹⁾ ~~Does not include stock expense of $45 thousand recorded in the quarter that was included in accrued liabilities at September 30, 2017.~~
Item 5. Other Information.

Cured default on syndicated debt
On ~~September 20, 2017,~~November 7, 2022, The Company resolved a dispute with the Syndicated lenders whereby the Syndicated lenders deemed the Company ~~amended~~to be in default of its ~~line of~~ credit agreement ~~with Wells Fargo Bank, NA~~due to ~~increase~~ the ~~borrowings limit~~Company using proceeds from Front Line Power's operations to $6pay down $9.5 million ~~through December 31, 2017 at which time the limit will return to $4 million under the original terms~~ of the ~~line~~Company's working capital adjustment with the sellers of ~~credit~~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 first intercompany advance that the Company made. See Exhibit 10.139 for the consent agreement. ~~The associated agreement is included as an exhibit to this filing.~~

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Table of Contents
Item 6. ~~Exhibits~~Exhibits.

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

Exhibit No.
~~Description~~
~~10.91~~¹
~~Documents relating to the temporary increase in the line of credit of our subsidiary, CUI, Inc., with Wells Fargo Bank, NA dated September 20, 2017~~Description

~~31.1~~10.136 ¹ Home Office lease dated October 5, 2022 by and between Franklin Post Oak, Ltd and Orbital Infrastructure Group, Inc.
10.137 ¹ Executive Long Term Retention Equity Award Agreement by Orbital Infrastructure Group, Inc. and William J. Clough
10.138¹ Executive Long Term Retention Equity Award Agreement by Orbital Infrastructure Group, Inc and James F. O'Neil
10.139 ¹ Limited Consent to Credit Agreement between Alter Domus LLC, Front Line Power Construction LLC and Orbital Infrastructure Group, Inc.
31.1 ¹
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934

31.2¹
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934

32.1¹
Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350

32.2¹
Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350

101.INS¹
Inline XBRL Instance Document

101.SCH¹
Inline XBRL Taxonomy Extension Schema Document
101.CAL ¹
Inline XBRL Taxonomy Extension Calculation Linkbase Document

~~101.CAL~~
101.DEF ¹
Inline XBRL Taxonomy Extension ~~Calculation~~Definition Linkbase Document

~~101.DEF~~
101.LAB ¹
Inline XBRL Taxonomy Extension ~~Definition~~Label Linkbase Document

~~101.LAB~~
101.PRE ¹
Inline XBRL Taxonomy Extension ~~Label~~Presentation Linkbase Document

~~101.PRE~~¹104 Cover Page Interactive Data File (formatted as Inline XBRL ~~Taxonomy Extension Presentation Linkbase Document~~and contained in Exhibit 101)

Footnotes to Exhibits:
¹Filed herewith.

40
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SIGNATURES

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

Signed and submitted this ~~9th~~14th day of November ~~2017.~~2022.

~~CUI Global,~~
Orbital Infrastructure Group, Inc.

By:
/s/ ~~William J. Clough~~James F. O'Neil

~~William J. Clough,~~
James F. O'Neil,

Chief Executive ~~Officer/President~~Officer

(~~Principle~~Principal Executive Officer)

By:
/s/ ~~Daniel N. Ford~~Nicholas M. Grindstaff

~~Daniel N. Ford,~~
Nicholas M. Grindstaff,

Chief Financial Officer

(~~Principle~~Principal Financial Officer)

41
48

	*Electric Power*			*Telecommunications*			*Renewables*		*Total*
Goodwill - December 31, 2021	$	70,151		$	23,742		$	7,006	$	100,899
Acquisition of CFS		—			1,521			—		1,521
IMMCO purchase price allocation adjustment		—			537			—		537
September 30, 2022 - impairment		(70,151	)		(25,800	)		—		(95,951	)
Goodwill - September 30, 2022	$	—		$	—		$	7,006	$	7,006

(in thousands)	September 30,		December 31
	2022		2021
Accrued bonding	$	1,631	$	167
Accrued compensation		4,365		6,369
Working capital adjustment on Front Line Power Construction acquisition		4,592		14,092
Accrued interest		4,340		2,902
Accrued taxes payable		148		102
Accrued subcontractor expenses		6,775		—
Accrued union dues		1,044		870
Accrued vendor invoices and accrued other expenses		7,401		3,799
Total accrued expense	$	30,296	$	28,301

	For the Nine Months
	Ended September 30,
(in thousands)	2022			2021
Total contract liabilities - beginning of period	$	6,503		$	4,873
Other contract additions, net		1,003			720
Revenue recognized		(7,155	)		(754	)
Contract settlements		—			(3,141	)
Total contract liabilities - end of period	$	351		$	1,698

	For the Three Months								For the Three Months
	Ended September 30, 2022								Ended September 30, 2021
(in thousands)	Electric Power		Telecommunications		Renewables		Total		Electric Power		Telecommunications		Renewables		Total

Utilities	$	35,076	$	132	$	—	$	35,208	$	12,200	$	—	$	—	$	12,200
Telecommunications		532		23,932		—		24,464		—		8,742		—		8,742
Renewables		—		—		39,026		39,026		—		—		3,880		3,880
Other		1,124		—		—		1,124		—		—		—		—
Total revenues	$	36,732	$	24,064	$	39,026	$	99,822	$	12,200		8,742	$	3,880	$	24,822

	For the Nine Months								For the Nine Months
	Ended September 30, 2022								Ended September 30, 2021
(in thousands)	Electric Power		Telecommunications		Renewables		Total		Electric Power		Telecommunications		Renewables		Total

Utilities	$	114,363	$	132	$	—	$	114,495	$	20,297	$	—	$	—	$	20,297
Telecommunications		1,441		60,392		—		61,833		—		14,816		—		14,816
Renewables		—		—		85,770		85,770		—		—		6,789		6,789
Other		1,891		—		—		1,891		—		—		—		—
Total revenues	$	117,695	$	60,524	$	85,770	$	263,989	$	20,297	$	14,816	$	6,789	$	41,902

	September 30,			December 31,
(in thousands, except share and per share data)	2017			2016
	(Unaudited)
Assets:
Current Assets:
Cash and cash equivalents	$	758		$	4,617
Trade accounts receivable, net of allowance of $128 and $151, respectively		11,365			9,375
Inventories, net of allowance of $1,127 and $774, respectively		14,221			13,202
Costs in excess of billings		1,451			2,735
Prepaid expenses and other		1,733			2,174
Total current assets		29,528			32,103

Property and equipment, less accumulated depreciation of $4,128 and $3,299, respectively		11,260			10,952
Goodwill		20,737			20,125
Other intangible assets, less accumulated amortization of $11,415
and $9,438, respectively		15,852			16,201
Note receivable, less current portion		324			362
Deposits and other assets		1,876			100
Total assets	$	79,577		$	79,843

Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts payable	$	5,996		$	6,170
Short-term overdraft facility		1,022			—
Mortgage note payable, current portion		93			89
Capital lease obligation, current portion		3			28
Accrued expenses		4,120			4,542
Billings in excess of costs		2,853			1,977
Unearned revenue		7,231			4,932
Total current liabilities		21,318			17,738

Long term mortgage note payable, less current portion		3,280			3,350
Long term note payable, related party		5,304			5,304
Line of credit		1,932			—
Capital lease obligation, less current portion		10			12
Derivative liability		412			467
Deferred tax liabilities		3,528			4,120
Other long-term liabilities		114			217
Total liabilities		35,898			31,208

Commitments and contingencies

Stockholders' Equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at September 30, 2017 or December 31, 2016		—			—
Common stock, par value $0.001; 325,000,000 shares authorized; 20,995,916 shares issued and outstanding at September 30, 2017 and 20,916,848 shares issued and outstanding at December 31, 2016		21			21
Additional paid-in capital		150,571			150,174
Accumulated deficit		(103,294	)		(95,970	)
Accumulated other comprehensive loss		(3,619	)		(5,590	)
Total stockholders' equity	$	43,679		$	48,635
Total liabilities and stockholders' equity	$	79,577		$	79,843

	September 30,			December 31,
(in thousands, except share and per share amounts)	2022			2021

Assets:
Current Assets:
Cash and cash equivalents	$	27,960		$	26,865
Restricted cash - current portion		123			150
Trade accounts receivable, net of allowance of $921 and $1,487, respectively		50,803			48,752
Inventories		1,408			1,335
Contract assets		23,735			7,478
Note receivable, current portion		1,421			3,536
Prepaid expenses and other current assets		8,268			6,919
Assets held for sale, current portion		1,814			6,679
Total current assets		115,532			101,714


Property and equipment, less accumulated depreciation		25,889			29,638
Investment		1,063			1,063
Right of use assets - Operating leases		17,333			18,247
Right of use assets - Financing leases		9,341			14,702
Goodwill		7,006			100,899
Other intangible assets, net		123,853			142,656
Restricted cash, noncurrent portion		486			1,026
Note receivable, noncurrent portion		—			836
Deposits and other assets		1,606			1,558
Total assets	$	302,109		$	412,339

Liabilities and Stockholders' Equity (Deficit):
Current Liabilities:
Accounts payable	$	35,595		$	10,111
Notes payable, current portion		129,034			72,774
Line of credit		4,000			2,500
Operating lease obligations - current portion		4,451			4,674
Financing lease obligations - current portion		5,167			4,939
Accrued expenses		30,296			28,301
Contract liabilities		351			6,503
Financial instrument liability, current portion		25,320			825
Liabilities held for sale, current portion		—			4,367
Total current liabilities		234,214			134,994

Financial instrument liability, noncurrent portion		15,609			—
Warrant liabilities		5,492			—
Deferred tax liabilities		260			260
Notes payable, less current portion		107,738			156,605
Operating lease obligations, less current portion		13,150			13,555
Financing lease obligations, less current portion		9,023			9,939
Other long-term liabilities		720			720
Total liabilities		386,206			316,073

Commitments and contingencies

Stockholders' Equity (Deficit):
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at September 30, 2022 or December 31, 2021		—			—
Common stock, par value $0.001; 325,000,000 shares authorized; 124,935,259 shares issued and 124,582,196 shares outstanding at September 30, 2022 and 82,259,739 shares issued and 81,906,676 shares outstanding at December 31, 2021		125			82
Additional paid-in capital		338,565			311,487
Treasury stock at cost; 353,063 shares held at September 30, 2022 and December 31, 2021		(413	)		(413	)
Accumulated deficit		(421,424	)		(210,934	)
Accumulated other comprehensive loss		(687	)		(3,995	)
Total Orbital Infrastructure Group, Inc.'s stockholders' equity (deficit)		(83,834	)		96,227
Noncontrolling interest		(263	)		39
Total stockholders' equity (deficit)		(84,097	)		96,266
Total liabilities and stockholders' equity (deficit)	$	302,109		$	412,339

(In thousands, except share and per share amounts)	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
													For the Three Months						For the Nine Months
(in thousands, except share and per share amounts)													Ended September 30,						Ended September 30,
	2017			2016			2017			2016			2022			2021			2022			2021

Total revenues	$	21,796		$	23,257		$	62,141		$	67,058
Revenues													$	99,822		$	24,822		$	263,989		$	41,902

Cost of revenues		14,356			14,660			40,793			41,269			105,671			22,523			248,439			44,982

Gross profit		7,440			8,597			21,348			25,789			(5,849	)		2,299			15,550			(3,080	)

Operating expenses:
Selling, general and administrative		8,212			8,080			25,480			26,328
Operating expenses (income):
Selling, general and administrative expense														12,746			11,729			33,790			37,491
Depreciation and amortization		521			585			1,636			1,809			5,465			1,333			16,193			3,418
Research and development		696			512			1,920			1,544
Provision (credit) for bad debt		30			—			(21	)		48
Other operating expenses		—			5			12			5
Impairment of goodwill and intangible assets														100,275			—			100,275			—
Impairment of financing leased assets														4,467			—			4,467			—
(Recovery of) provision for bad debt														19			93			(519	)		93
Other operating income, net														(111	)		(6	)		(451	)		(15	)

Total operating expenses		9,459			9,182			29,027			29,734			122,861			13,149			153,755			40,987

Loss from operations		(2,019	)		(585	)		(7,679	)		(3,945	)		(128,710	)		(10,850	)		(138,205	)		(44,067	)

Gain (loss) on extinguishment of debt														(1,122	)		723			(29,354	)		1,633
Loss on financial instruments														(3,109	)		—			(17,911	)		—
Gain on warrant liabilities														2,423			—			7,369			—
Other income (expense)		77			6			169			(265	)		(1,128	)		(203	)		(1,834	)		370
Interest expense		(137	)		(119	)		(374	)		(364	)		(9,714	)		(1,266	)		(27,566	)		(3,096	)

Loss before taxes		(2,079	)		(698	)		(7,884	)		(4,574	)

Loss from continuing operations before income taxes														(141,360	)		(11,596	)		(207,501	)		(45,160	)
Income tax expense (benefit)		(177	)		(191	)		(560	)		82			207			(2,098	)		830			(11,035	)

Loss from continuing operations, net of income taxes														(141,567	)		(9,498	)		(208,331	)		(34,125	)

Discontinued operations (Note 3)
Income (loss) from operations of discontinued businesses														(666	)		(649	)		(2,461	)		(2,187	)

Net loss	$	(1,902	)	$	(507	)	$	(7,324	)	$	(4,656	)		(142,233	)		(10,147	)		(210,792	)		(36,312	)
Less: net loss attributable to noncontrolling interest														(167	)		—			(302	)		—
Net loss attributable to Orbital Infrastructure Group, Inc.													$	(142,066	)	$	(10,147	)	$	(210,490	)	$	(36,312	)

Basic and diluted weighted average common shares outstanding		20,991,534			20,906,781			20,969,735			20,891,517			115,637,323			62,823,330			98,209,495			53,142,557

Basic and diluted loss per common share	$	(0.09	)	$	(0.02	)	$	(0.35	)	$	(0.22	)
Loss from continuing operations per common share - basic and diluted													$	(1.22	)	$	(0.15	)	$	(2.12	)	$	(0.64	)

Loss from discontinued operations - basic and diluted														(0.01	)		(0.01	)		(0.03	)		(0.04	)

Loss per common share - basic and diluted													$	(1.23	)	$	(0.16	)	$	(2.15	)	$	(0.68	)

(in thousands)	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2017			2016
Net loss	$	(1,902	)	$	(507	)	$	(7,324	)	$	(4,656	)

Other comprehensive income (loss)
Foreign currency translation adjustment		771			(796	)		1,971			(2,897	)
Comprehensive loss	$	(1,131	)	$	(1,303	)	$	(5,353	)	$	(7,553	)

(in thousands, except share amounts)	Common Stock							Treasury Stock
	Shares		Amount		Additional Paid-in Capital			Shares			Amount			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total OIG Stockholder's Equity (Deficit)			Non-controlling Interest			Total Stockholders' Equity (Deficit)

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		—		250			—			—			—			—			250			—			250
Common stock issued and issuable for compensation, services and royalty payments		795,384		1		(1,694	)		—			—			—			—			(1,693	)		—			(1,693	)
Common stock issued for debt repayment		2,653,365		3		4,442			—			—			—			—			4,445			—			4,445
Common stock issued to lenders for OID for $105 million debt - (reissued)		54,026		—		—			—			—			—			—			—			—			—
Net loss		—		—		—			—			—			(37,601	)		—			(37,601	)		(22	)		(37,623	)
Other comprehensive loss		—		—		—			—			—			—			6			6			—			6
Balance, March 31, 2022		85,887,514	$	86	$	314,485			(353,063	)	$	(413	)	$	(248,535	)	$	(3,989	)	$	61,634		$	17		$	61,651
Issuance of common stock		9,000,000		9		—			—			—			—			—			9			—			9
Common stock issued for acquisition - purchase price adjustment		—		—		(104	)		—			—			—			—			(104	)		—			(104	)
Issuance of common stock upon exercise of pre-funded warrants, net		7,153,847		7		6,932			—			—			—			—			6,939			—			6,939
Common stock issued and issuable for compensation, services and royalty payments		348,855		—		870			—			—			—			—			870			—			870
Common stock issued for debt repayment		4,173,095		4		4,322			—			—			—			—			4,326			—			4,326
Common stock issued to lenders based on a new reference price on subscription agreement		4,693,348		5		2,920			—			—			—			—			2,925			—			2,925
Net loss		—		—		—			—			—			(30,823	)		—			(30,823	)		(113	)		(30,936	)
Other comprehensive income		—		—		—			—			—			—			3,484			3,484			—			3,484
Balance, June 30, 2022		111,256,659	$	111	$	329,425			(353,063	)	$	(413	)	$	(279,358	)	$	(505	)	$	49,260		$	(96	)	$	49,164
Issuance of common stock		1,862,647		2		1,082			—			—			—			—			1,084						1,084
Common stock issued and issuable for compensation, services and royalty payments		765,311		1		1,354			—			—			—			—			1,355						1,355
Common stock issued for debt repayment		7,459,630		7		5,269			—			—			—			—			5,276						5,276
Common stock issued to lenders based on a new reference price on subscription agreement		3,591,012		4		1,435			—			—			—			—			1,439						1,439
Net loss		—		—		—			—			—			(142,066	)		—			(142,066	)		(167	)		(142,233	)
Other comprehensive loss		—		—		—			—			—			—			(182	)		(182	)					(182	)
Balance, September 30, 2022		124,935,259	$	125	$	338,565			(353,063	)	$	(413	)	$	(421,424	)	$	(687	)	$	(83,834	)	$	(263	)	$	(84,097	)

										Accumulated
										Other			Total
	Common Stock				Additional		Accumulated			Comprehensive			Stockholders'
(In thousands, except share amounts)	Shares		Amount		Paid-in Capital		Deficit			Income (Loss)			Equity

Balance, December 31, 2016		20,916,848	$	21	$	150,174	$	(95,970	)	$	(5,590	)	$	48,635

Common stock issued for exercises of options		245		—		—		—			—			—
Common stock issued for compensation, services, and royalty payments		78,823		—		397		—			—			397
Net loss for the period ended September 30, 2017		—		—		—		(7,324	)		—			(7,324	)
Other comprehensive income		—		—		—		—			1,971			1,971
Balance, September 30, 2017		20,995,916	$	21	$	150,571	$	(103,294	)	$	(3,619	)	$	43,679

(in thousands)	For the Nine Months Ended September 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,324	)	$	(4,656	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation		744			697
Amortization of intangibles		1,388			1,450
Stock and options issued and stock to be issued for compensation, royalties and services		313			983
Unrealized (gain) loss on derivative liability		(55	)		98
Non-cash royalties, net (see Note 5)		(6	)		15
(Credit to) provision for bad debt expense and returns allowances		(21	)		52
(Credit to) provision for warranty reserve		(11	)		—
Deferred income taxes		(666	)		(105	)
Inventory reserve		317			269
Non-cash unrealized foreign currency (gains)/losses		(307	)		122
Impairment of intangible assets		3			—
Loss on disposal of assets		9			5

(Increase) decrease in operating assets:
Trade accounts receivable		(1,667	)		2,244
Inventory		(902	)		(506	)
Costs in excess of billings		1,402			(513	)
Prepaid expenses and other current assets		(562	)		445
Deposits and other assets		(515	)		(27	)
Increase (decrease) in operating liabilities:
Accounts payable		(321	)		148
Accrued expenses		(482	)		(1,056	)
Unearned revenue		2,219			643
Billings in excess of costs		683			865
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(5,761	)		1,173

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(635	)		(463	)
Proceeds from sale of property and equipment		2			22
Investments in other intangible assets		(448	)		(662	)
Proceeds from notes receivable		19			—
NET CASH USED IN INVESTING ACTIVITIES		(1,062	)		(1,103	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from overdraft facility		2,146			—
Payments on overdraft facility		(1,174	)		—
Proceeds from line of credit		19,585			—
Payments on line of credit		(17,653	)		—
Payments on capital lease obligations		(27	)		(38	)
Payments on mortgage note payable		(66	)		(64	)
Payments on contingent consideration		(61	)		(59	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		2,750			(161	)

Effect of exchange rate changes on cash		214			(125	)
Net decrease in cash and cash equivalents		(3,859	)		(216	)
Cash and cash equivalents at beginning of period		4,617			7,267

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	758		$	7,051

	As of		As of
	September 30,		December 31,
(in thousands)	2022		2021

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

Trade accounts receivable	$	—	$	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		—		42
Other intangible assets		1,814		1,813
Deposits and other assets		—		43
Assets held for sale, noncurrent portion		1,814		1,898
Total assets of the disposal group classified as held for sale	$	1,814	$	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

	As of September 30,		As of December 31,
(in thousands)	2022		2021
Raw materials	$	1,198	$	1,316
Work-in-process		210		19
Total inventories	$	1,408	$	1,335

(in thousands)
2022 (remaining period)	$	1,437
2023		5,421
2024		4,501
2025		2,953
2026		2,551
Thereafter		3,905
Interest portion		(3,167	)
Total operating lease obligations	$	17,601

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
(in thousands)	2022			2021			2022			2021
Operating lease cost	$	1,600		$	1,157		$	4,924		$	2,747
Short-term lease cost		7			114			78			134
Variable lease cost		111			175			564			478
Sublease income		(129	)		(129	)		(387	)		(372	)
Total lease cost	$	1,589		$	1,317		$	5,179		$	2,987

Other information - Operating leases (in thousands)	For the Nine Months Ended September 30, 2022
	2022			2021
Cash paid for amounts included in the measurement of lease obligations:
Operating cash flows from operating leases (includes discontinued operations)	$	(5,800	)	$	(2,782	)
Right-of-use assets obtained in exchange for new operating lease obligations	$	3,908		$	7,290
Weighted-average remaining lease term - operating leases (in years)		4.7			4.3
Weighted-average discount rate - operating leases		7.1	%		6.5	%

(in thousands)
2022 (remaining period)	$	1,478
2023		5,911
2024		5,342
2025		1,842
2026		893
Thereafter		48
Interest portion		(1,324	)
Total financing lease obligations	$	14,190

(in thousands)	Power and Electro - Mechanical		Energy		Other		Total
Balance, December 31, 2016	$	13,083	$	7,042	$	—	$	20,125
Currency translation adjustments		9		603		—		612
Balance, September 30, 2017	$	13,092	$	7,645	$	—	$	20,737

Other information - Financing leases	For the Nine Months Ended September 30,
(in thousands)	2022			2021
Cash paid for amounts included in the measurement of lease obligations:
Operating cash flows from financing leases	$	(671	)	$	(177	)
Cash paid for amounts included in the measurement of lease obligations:	$	(3,810	)	$	(897	)
Right-of-use assets obtained in exchange for new financing lease obligations	$	1,195		$	12,190
Weighted-average remaining lease term - financing leases (in years)		2.8			2.9
Weighted-average discount rate - finance leases		6.5	%		6.5	%

	*Number of restricted shares*			*Weighted-average grant date fair value*

Non-vested shares, beginning of year		3,018,788		$	4.58
Granted		5,943,197			1.33
Vested		(2,222,770	)		1.54
Forfeited		(2,139,872	)		5.31
Non-vested shares, September 30, 2022		4,599,343		$	1.50

Description	*Classification*	*Exercise Price*		*Expiration Date*	*Balance December 31, 2021*		*Warrants Issued*		*Warrants Exercised*		*Warrants Expired*		*Balance September 30, 2022*

Warrants	Liability	$	1.31	April 2027		—		16,153,847		—		—		16,153,847
Pre-funded warrants	Liability	$	0.0001	April 2027		—		7,153,847		7,153,847		—		—
Total						—		23,307,694		7,153,847		—		16,153,847

(in thousands)	Power and Electro- Mechanical		Energy			Other			Total
Revenues from external customers	$	16,700	$	5,096		$	—		$	21,796
Depreciation and amortization⁽¹⁾		363		342			—			705
Interest expense		75		1			61			137
Profit (loss) from operations		890		(1,660	)		(1,249	)		(2,019	)
Segment assets		49,377		29,495			705			79,577
Other intangible assets, net		8,979		6,873			—			15,852
Goodwill		13,092		7,645			—			20,737
Expenditures for long-lived assets⁽²⁾		157		114			—			271

(dollars in thousands)	For the Three Months Ended September 30,
	2017					2016
	Amount		%			Amount		%
USA	$	13,631		62	%	$	13,152		56	%
United Kingdom		3,634		17	%		4,540		20	%
All Others		4,531		21	%		5,565		24	%
Total	$	21,796		100	%	$	23,257		100	%

(in thousands)
September 30, 2022	Level 1		Level 2		Level 3		Total
Contingent consideration	$	—	$	—	$	720	$	720
Front Line Power Construction Seller Financed debt		—		68,501		—		68,501
Financial instrument liability - related to Syndicated debt		—		—		844		844
Financial instrument liability - related to Front Line Power Construction seller financed debt		—		—		40,085		40,085
Prepaid advance agreement		—		4,666		—		4,666
Warrant liabilities		—		—		5,492		5,492
Total liabilities	$	—	$	73,167	$	47,141	$	120,308

(in thousands)
September 30, 2017	Level 1		Level 2		Level 3		Total
Money market securities	$	16	$	—	$	—	$	16
Total assets	$	16	$	—	$	—	$	16
Derivative instrument payable	$	—	$	413	$	—	$	413
Contingent consideration		—		—		45		45
Total liabilities	$	—	$	413	$	45	$	458

December 31, 2016	Level 1		Level 2		Level 3		Total
Money market securities	$	16	$	—	$	—	$	16
Total assets	$	16	$	—	$	—	$	16
Derivative instrument payable	$	—	$	467	$	—	$	467
Contingent consideration		—		—		103		103
Total liabilities	$	—	$	467	$	103	$	570

Fair Value Measurements
Using Significant Unobservable Inputs (Level 3)
(in thousands)	Contingent consideration
Balance at December 31, 2016	$	103
Payments		(61	)
Fair value adjustments		3
Balance at September 30, 2017	$	45

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

(in thousands)	Financial Instrument Liability - related to Syndicated debt
Balance at December 31, 2021	$	825
Issuance of shares upon exercise and reset of instrument (instrument includes reference price of $0.40 per share at September 30, 2022)		(4,361	)
Fair value adjustments to Financial instrument liability		4,380
Balance at September 30, 2022	$	844

(in thousands)	Warrant Liability
Balance at December 31, 2021	$	—
Fair value of warrant liability at inception		27,625
Exercise of pre-funded warrants		(6,939	)
Fair value adjustment to warrant liability		(15,194	)
Balance at September 30, 2022	$	5,492

(in thousands)
Credit Limit			September 30, 2017 Balance			Expiration Date	Interest rate
$	6,000	⁽²⁾	$	1,932	⁽¹⁾	June 1, 2019⁽²⁾	Fixed rate at 2.25% above the LIBOR in effect on the first day of the applicable fixed-rate term, or
							Variable rate at 2.25% above the daily one-month LIBOR rate.

(in thousands)

CUI Inc. and CUI-Canada General intangibles, net	$	8,979
CUI Inc. and CUI-Canada Accounts receivable, net	$	6,773
CUI Inc. and CUI-Canada Inventory, net	$	12,393
CUI Inc. and CUI-Canada Equipment, net	$	1,784

(in thousands)	As of September 30,			As of December 31,			As of September 30, 2022			As of December 31, 2021
	2017			2016
Foreign currency translation adjustment	$	(3,619	)	$	(5,590	)	$	(687	)	$	(3,995	)

Accumulated other comprehensive income (loss)	$	(3,619	)	$	(5,590	)
Accumulated other comprehensive loss							$	(687	)	$	(3,995	)

(in thousands)	September 30, 2017		December 31, 2016
Mortgage note payable⁽¹⁾	$	3,373	$	3,439
Acquisition Note Payable - related party⁽²⁾		5,304		5,304
Ending Balance	$	8,677	$	8,743