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Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2025.
+Added: Our evaluation excluded the acquisition of Megatran Industries, Inc.
+Added: (referred to as the “NWL acquisition”), which was acquired on August 1, 2024.
+Added: Our Consolidated Statement of Operations for the year ended March 31, 2025 included revenue of approximately $50.5 million and our Consolidated Balance Sheet as of March 31, 2025 included total assets of approximately $85.4 million attributable to the NWL acquisition.
+Added: In accordance with guidance issued by the Securities and Exchange Commission, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year subsequent to the acquisition while integrating the acquired operations.
The effectiveness of our internal control over financial reporting as of March 31, 2025 has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report which is included herein.
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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements of the Company and our report dated May 29, 2024 expressed an unqualified opinion.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our report dated May 21, 2025 expressed an unqualified opinion.
+Added: As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Megatran Industries, Inc.
+Added: and its wholly-owned subsidiaries (Megatran) from its assessment of internal control over financial reporting as of March 31, 2025, because it was acquired by the Company in the second quarter of 2024 and has not yet been fully incorporated into the Company’s internal controls over financial reporting.
+Added: We have also excluded Megatran from our audit of internal control over financial reporting as of March 31, 2025.
+Added: Megatran is a wholly owned subsidiary whose total assets and revenues represent approximately 28% and 23%, respectively, of the related consolidated financial statement amounts as of and for the year ended March 31, 2025.
Basis for Opinion
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The response to this item is contained in part under the caption “Executive Officers” in Part I of this Annual Report on Form 10-K, and in part in our Proxy Statement for the Annual Meeting of Stockholders to be held in 2024 (the “2024 Proxy Statement”) in the sections “Corporate Governance — Members of the Board,” “Corporate Governance — Code of Business Conduct and Ethics,” “Corporate Governance —Board Committees” and “Corporate Governance — Board Committees — Audit Committee,” “Corporate Governance — Director Nomination Process”, “Corporate Governance — Board Determination of Independence”, which sections are incorporated herein by reference.
+Added: The response to this item is contained in part under the caption “Executive Officers” in Part I of this Annual Report on Form 10-K, and in part in our Proxy Statement for the Annual Meeting of Stockholders to be held in 2025 (the “2025 Proxy Statement”) in the section “Corporate Governance" which is incorporated herein by reference.
EXECUTIVE COMPENSATION
−Removed: The sections of the 2024 Proxy Statement titled “Information About Executive and Director Compensation,” “Information About Executive and Director Compensation — Compensation Committee Interlocks and Insider Participation” and “Information About Executive and Director Compensation — Compensation Committee Report” are incorporated herein by reference.
+Added: The section of the 2025 Proxy Statement titled “Information About Executive and Director Compensation,” is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Our independent registered public accounting firm is RSM US LLP , Boston, MA , Auditor ID:
−Removed: The section of the 2024 Proxy Statement titled “Ratification of Selection of Independent Registered Public Accounting Firm (Proposal 5)” is incorporated herein by reference.
+Added: The section of the 2025 Proxy Statement titled “Ratification of Selection of Independent Registered Public Accounting Firm” is incorporated herein by reference.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Description of Capital Stock .
−Removed: 2007 Stock Incentive Plan, as amended.
−Removed: Form of Incentive Stock Option Agreement under 2007 Stock Incentive Plan, as amended.
−Removed: Form of Non-statutory Stock Option Agreement under 2007 Stock Incentive Plan, as amended.
−Removed: Form of Restricted Stock Agreement Regarding Awards to Executive Officers under 2007 Stock Incentive Plan, as amended.
−Removed: Form of Restricted Stock Agreement Regarding Awards to Employees, under 2007 Stock Incentive Plan, as amended.
−Removed: Form of Restricted Stock Agreement (regarding performance-based awards to executive officers and employees) under 2007 Stock Incentive Plan, as amended.
−Removed: Form of Option Surrender Agreement under 2007 Stock Incentive Plan, as amended.
−Removed: Form of Performance-Based Restricted Stock Agreement for Executive Officers under 2007 Stock Incentive Plan, as amended.
−Removed: Form of Time-Based Restricted Stock Agreement for Executive Officers under 2007 Stock Incentive Plan, as amended.
−Removed: Amended and Restated 2007 Director Stock Plan.
+Added: Amended and Restated 2007 Director Stock Plan, as Amended.
Form of Non-statutory Stock Option Agreement Under Amended and Restated 2007 Director Stock Plan .
−Removed: Incorporated by Reference
−Removed: Exhibit Description
−Removed: Filed/Furnished
−Removed: 2022 Stock Incentive Plan.
+Added: 2022 Stock Incentive Plan, as Amended and Restated.
Form of Time-Based Restricted Stock Agreement Under 2022 Stock Incentive Plan.
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Filed/Furnished
−Removed: Subcontract Agreement, dated October 31, 2018, by and between the Registrant and Commonwealth Edison Company.
−Removed: Amendment to Subcontract Agreement, effective February 6, 2020, by and between the Registrant and Commonwealth Edison Company.
−Removed: Stock Purchase Agreement, dated October 1, 2020, by and among the Registrant, Frank J.
−Removed: Steciuk, Paul B.
−Removed: Steciuk and Peter A.
Fiscal 2024 Executive Incentive Plan.
+Added: Insider Trading Policy
Subsidiaries.
32 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.