What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-13 compared with 2024-05-14 · 113 added, 57 removed, 133 unchanged (56% of the section changed)

10 unchanged sentences

Three Months Ended

Six Months Ended

Adjusted EBITDA (1)

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

Our backlog at March 31, 2024 and 2023 is net of revenue recognized over time.

Backlog as of March 31, 2024 has been adjusted to reflect updated assumptions related to raw material pricing (which is a customer passthrough) and other variables.

Our backlog at June 30, 2024 and 2023 is net of revenue recognized over time.

Backlog as of June 30, 2024 has been adjusted to reflect updated assumptions related to raw material pricing (which is a customer passthrough) and other variables.

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

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Three Months Ended

Six Months Ended

Interest expense

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Capital expenditures

Proceeds from disposal of property and equipment

Free Cash Flow

First Quarter Overview

We received $28,996 in new orders in the first quarter of 2024, down from $39,602 in the first quarter of 2023.

Within our Heavy Fabrications segment, wind tower orders decreased compared to the prior year quarter primarily due to the timing of tower orders.

Partially offsetting this decrease was an 18% increase in industrial fabrication orders primarily due to improved demand from mining customers.

Gearing segment orders decreased 16% from the prior year period primarily due to reduced demand from oil and gas (“O&G”) customers, partially offset by increased demand from mining customers and the timing of orders from aftermarket wind customers.

Orders within our Industrial Solutions segment increased 5% as compared to the prior year quarter primarily due to an increase in orders associated with new gas turbine projects, partially offset by reduced orders associated with aftermarket projects.

We recognized revenue of $37,616 in the first quarter of 2024, down 23% compared to the first quarter of 2023.

Second Quarter Overview

We received $18,372 in new orders in the second quarter of 2024, down from $25,361 in the second quarter of 2023.

Within our Heavy Fabrications segment, industrial fabrication orders decreased 47%, primarily due to reduced demand for our Pressure Reducing Systems (“PRS”) units.

Partially offsetting this was an increase in orders primarily due to the timing of orders associated with wind repowering projects.

Gearing segment orders decreased 19% from the prior year period primarily due to reduced demand from industrial and steel customers.

Orders within our Industrial Solutions segment decreased 37% compared to the prior year quarter primarily due to a reduction in orders associated with aftermarket projects.

We recognized revenue of $36,452 in the second quarter of 2024, down 28% compared to the second quarter of 2023.

Within the Heavy Fabrications segment wind tower revenue decreased 48% from the prior year period primarily due to a decrease in tower sections sold as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025.

Gearing segment revenue decreased 30% relative to the comparable prior year period primarily due to reduced shipments for industrial, mining, and O&G customers .

Industrial Solutions segment revenue increased by 47% from the prior year period primarily due to the timing of shipments of new and aftermarket gas turbine content.

We recorded net income of $1,510 or $0.07 per share in the first quarter of 2024, compared to net income of $769 or $0.04 per share in the first quarter of 2023.

This increase in net income was primarily attributable to a more profitable mix of product sold, the absence of proxy-contest related expenses that were recognized in the prior year quarter and higher sales within our Industrial Solutions segment.

Partially offsetting this increase was the impact of lower sales within our Gearing and Heavy Fabrication segments.

Gearing segment revenue decreased 5% relative to the comparable prior year period primarily due to reduced shipments within most markets served.

Industrial Solutions segment revenue increased by 3% from the prior year period primarily due to increased shipments of aftermarket gas turbine content.

We recorded net income of $482 or $0.02 per share in the second quarter of 2024, compared to net income of $1,415 or $0.07 per share in the second quarter of 2023.

This decrease in net income was primarily attributable to lower tower sales within our Heavy Fabrications segment and the corresponding decrease in the Advanced Manufacturing Production tax credits (“AMP credits”) earned.

This was partially offset by the absence of proxy-contest related expenses that were recognized in the prior year quarter.

RESULTS OF OPERATIONS

Three months ended March 31, 2024, Compared to Three months ended March 31, 2023

The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the three months ended March 31, 2024, compared to the three months ended March 31, 2023.

Three Months Ended March 31,

Three months ended June 30, 2024, Compared to Three months ended June 30, 2023

The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Three Months Ended June 30,

Cost of sales

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Wind tower revenue decreased 48% from the prior year period primarily due to a 58% decrease in tower sections sold as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025.

Industrial Solutions segment revenue increased 47% from the prior year period primarily due to the timing shipments of new and aftermarket gas turbine content.

Gearing segment revenue decreased 30% relative to the comparable prior year period primarily due to reduced shipments for industrial, mining and O&G customers.

Gross profit decreased by $339 when compared to the prior year period, primarily due to lower sales, partially offset by a more profitable mix of product sold.

Operating expenses decreased from the prior year period primarily as a result of the absence of proxy-contest related expenses that were recognized in the prior year quarter.

Net income was $1,510 during the three months ended March 31, 2024, compared to net income of $769 during the three months ended March 31, 2023.

This increase in net income was primarily due to the factors described above.

Industrial Solutions segment revenue increased 3% from the prior year period primarily due to the increased shipments of aftermarket gas turbine content.

Gearing segment revenue decreased 5% relative to the comparable prior year period, reflective of reduced shipments within most markets served.

Gross profit decreased by $2,767 when compared to the prior year period, primarily due to lower sales and the decrease in AMP credits earned, partially offset by reduced overhead costs.

Operating expenses decreased from the prior year period primarily due to the absence of proxy-contest related expenses that were recognized in the prior year quarter and lower employee compensation in the current year quarter.

Net income was $482 during the three months ended June 30, 2024, compared to net income of $1,415 during the three months ended June 30, 2023.

This decrease in net income was primarily due to the factors described above.

Heavy Fabrications Segment

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Operating margin

Within our Heavy Fabrications segment, wind tower orders decreased significantly compared to the prior year period primarily due to the timing of tower orders.

Partially offsetting this decrease in wind tower orders was an 18% increase in industrial fabrication orders in the current year quarter primarily due to higher demand from mining customers.

Segment revenues decreased by 30% during the three months ended March 31, 2024 primarily due to a 40% decrease in wind tower revenue as a result of a 44% decrease in tower sections sold as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025.

Partially offsetting the impact of lower tower sales were higher shipments of our Pressure Reducing Systems (“PRS”) units in the current year quarter.

Within our Heavy Fabrications segment, industrial fabrication orders decreased 47%, primarily due to reduced demand for our PRS units.

Partially offsetting this was an increase in orders due to the timing of orders associated with wind repowering projects.

Segment revenues decreased by 42% compared to the prior year period primarily due to a 48% decrease in wind tower revenue.

The decrease in wind revenue was primarily a result of less tower sections sold, as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025.

Additionally, industrial fabrication revenues decreased by 27% during the current year period primarily due to reduced shipments of our PRS units in the current year quarter.

Heavy Fabrications segment operating results decreased by $2,310 as compared to the prior year period.

The decrease in operating performance was primarily a result of lower tower sales and the corresponding reduction in Advanced Manufacturing Production tax credits (“AMP credits”) recognized.

This was partially offset by higher shipments of PRS units in the current year quarter.

Operating margin was 9.3% during the three months ended March 31, 2024 compared to 8.8% during the three months ended March 31, 2023 primarily due to the factors described above.

The decrease in operating performance was primarily a result of lower tower sales and the corresponding reduction in AMP credits recognized, as well as lower industrial fabrication revenues.

These factors were partially offset by reduced overhead costs.

Operating margin was 7.9% during the three months ended June 30, 2024 compared to 11.4% during the three months ended June 30, 2023 primarily due to the factors described above.

Gearing Segment

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Operating margin

Gearing segment orders decreased 16% from the prior year period primarily due to reduced demand from O&G customers, partially offset by increased demand from mining customers and the timing of orders from aftermarket wind customers.

Gearing revenue was down 30% relative to the comparable prior year period primarily due to reduced shipments for industrial, mining, and O&G customers.

Gearing segment operating income decreased by $556 from the prior year period.

This decrease was primarily attributable to lower sales, partially offset by a more profitable product mix sold.

Operating margin was 0.3% during the three months ended March 31, 2024, a decrease from 4.9% during the three months ended March 31, 2023, driven primarily by the items identified above.

Gearing segment orders decreased 19% from the prior year period primarily due to reduced demand from industrial and steel customers.

Gearing revenue was down 5% relative to the comparable prior year period reflective of reduced shipments within most markets served, partially offset by higher shipments to aftermarket wind customers.

Gearing segment operating income increased by $134 from the prior year period.

This increase was primarily attributable to a more profitable product mix sold and cost savings, partially offset by lower sales.

Operating margin was 4.6% during the three months ended June 30, 2024, an increase from 3.2% during the three months ended June 30, 2023, driven primarily by the items identified above.

Industrial Solutions Segment

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Operating margin

Industrial Solutions segment orders increased from the prior year period primarily due to an increase in orders associated with new gas turbine projects, partially offset by reduced orders associated with aftermarket projects.

Segment revenues increased from the prior year period primarily due to the timing of shipments of new and aftermarket gas turbine content.

Industrial Solutions segment orders decreased from the prior year period primarily due to a decrease in orders associated with aftermarket projects.

Segment revenues increased from the prior year period primarily due to increased shipments of aftermarket gas turbine content.

Operating income decreased versus the prior-year period primarily as a result of a less profitable mix of product sold and increased operating costs.

Corporate and Other

Corporate and Other expenses decreased during the three months ended June 30, 2024 compared to the prior year period primarily due to the absence of professional fees associated with the contested proxy election recognized in the prior year quarter and lower employee compensation.

Six months ended June 30, 2024, Compared to Six months ended June 30, 2023

The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Six Months Ended June 30,

Cost of sales

Operating expenses

Selling, general and administrative expenses

Intangible amortization

Total operating expenses

Operating income

Other expense, net

Interest expense, net

Total other expense, net

Net income before provision for income taxes

Provision for income taxes

Revenues decreased by $25,648 as compared to the prior year period due to lower sales within the Heavy Fabrications and Gearing segments, partially offset by increased sales within the Industrial Solutions segment.

Wind tower revenue decreased 44% from the prior year period primarily due to a 51% decrease in tower sections sold as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025.

Industrial Solutions segment revenue increased 24% from the prior year period primarily due to increased shipments of aftermarket gas turbine content.

Gearing segment revenue decreased 18% relative to the comparable prior year period reflective of reduced shipments within most markets served, partially offset by higher shipments to aftermarket wind customers.

Gross profit decreased by $3,106 when compared to the prior year period, primarily due to lower sales, partially offset by reduced overhead costs.

Operating expenses decreased from the prior year period primarily as a result of the absence of proxy-contest related expenses that were recognized in the prior year period.

Net income was $1,992 during the six months ended June 30, 2024, compared to net income of $2,184 during the six months ended June 30, 2023.

This decrease in net income was primarily due to the factors described above.

Heavy Fabrications Segment

Six Months Ended

Tower sections sold

Operating income

Operating margin

Within our Heavy Fabrications segment, wind tower orders decreased compared to the prior year period primarily due to the timing of tower orders.

Additionally, industrial fabrication orders decreased by 19% in the current year period primarily due to reduced demand for our PRS units, partially offset by improved demand from mining and industrial customers.

Segment revenues decreased by 36% during the six months ended June 30, 2024 primarily due to a 44% decrease in wind tower revenue.

The decrease in wind revenue was primarily a result of less tower sections sold as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025.

Heavy Fabrications segment operating results decreased by $3,056 as compared to the prior year period.

The decrease in operating performance was primarily a result of lower tower sales and the corresponding reduction in AMP credits recognized.

These factors were partially offset by improved operating efficiencies.

Operating margin was 8.7% during the six months ended June 30, 2024 compared to 10.2% during the six months ended June 30, 2023 primarily due to the factors described above.

Gearing Segment

Six Months Ended

Operating income

Operating margin

Gearing segment orders decreased 17% from the prior year period primarily due to reduced demand from O&G customers, partially offset by increased demand from aftermarket wind customers.

Gearing revenue was down 18% relative to the comparable prior year period reflective of reduced shipments within most markets served, partially offset by higher shipments to aftermarket wind customers.

Gearing segment operating income decreased by $421 compared to the prior year period.

This decrease was primarily attributable to lower sales, partially offset by a more profitable product mix sold and cost savings.

Operating margin was 2.7% during the six months ended June 30, 2024, a decrease from 4.0% during the six months ended June 30, 2023, driven primarily by the items identified above.

Industrial Solutions Segment

Six Months Ended

Operating income

Operating margin

Industrial Solutions segment orders decreased from the prior year period primarily due to reduced orders associated with aftermarket projects.

Segment revenues increased from the prior year period primarily due to increased shipments of aftermarket gas turbine content.

Operating income increased versus the prior-year period primarily as a result of higher sales and a more profitable mix of product sold.

Corporate and Other

Corporate and Other expenses during the three months ended March 31, 2024 decreased from the prior year period primarily due to the professional fees associated with the contested proxy election recognized in the prior year quarter and lower medical costs.

Corporate and Other expenses during the six months ended June 30, 2024 decreased from the prior year period primarily due to the absence of professional fees associated with the contested proxy election recognized in the prior year quarter and lower medical costs.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

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The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities.

As of March 31, 2024, cash totaled $1,073, a decrease of $26 from December 31, 2023.

Debt and finance lease obligations at March 31, 2024 totaled $13,628.

As of March 31, 2024, we had the ability to borrow up to an additional $21,326 un der the 2022 Credit Facility.

As of June 30, 2024, cash totaled $938, a decrease of $161 from December 31, 2023.

Debt and finance lease obligations at June 30, 2024 totaled $23,536.

As of June 30, 2024, we had the ability to borrow up to an additional $17,509 un der the 2022 Credit Facility.

In addition to the 2022 Credit Facility, we also utilize supply chain financing arrangements as a component of our funding for working capital, which accelerates receivable collections and helps to better manage cash flow.

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Fees incurred in connection with the agreements are recorded as interest expense.

We also have outstanding notes payable for capital expenditures in the amount of $1,826 and $1,361 as of March 31, 2024 and December 31, 2023, respectively, with $345 and $163 included in the “Line of Credit and current maturities of long-term debt” line item of our condensed consolidated financial statements as of March 31, 2024 and December 31, 2023, respectively.

We also have outstanding notes payable for capital expenditures in the amount of $1,793 and $1,361 as of June 30, 2024 and December 31, 2023, respectively, with $359 and $163 included in the “Line of Credit and current maturities of long-term debt” line item of our condensed consolidated financial statements as of June 30, 2024 and December 31, 2023, respectively.

The notes payable have monthly payments that range from $1 to $20 and an interest rate of approximately 7%.

The equipment purchased is utilized as collateral for the notes payable.

The outstanding notes payable mature in September 2028.

On September 22, 2023, the Company filed a shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 12, 2023 (the “Form S-3”), replacing a prior shelf registration statement which expired on October 12, 2023.

The outstanding notes payable have maturity dates that range from September 2028 to May 2029.

On September 22, 2023, we filed a shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 12, 2023 (the “Form S-3”), replacing a prior shelf registration statement which expired on October 12, 2023.

This shelf registration statement, which includes a base prospectus, allows us to offer any combination of securities described in the prospectus in one or more offerings.

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We will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement.

During the year ended December 31, 2022, we issued 100,379 shares of our common stock under the Sales Agreement and the net proceeds (before upfront costs) to us from the sale of our common stock were approximately $323 after deducting commissions paid of approximately $9.

No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2023 or three months ended March 31, 2024.

As of March 31, 2024, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement.

No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2023 or six months ended June 30, 2024.

As of June 30, 2024, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement.

Any additional shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and a 424(b) prospectus supplement.

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Sources and Uses of Cash

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2024 and 2023:

Three Months Ended

The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2024 and 2023:

Six Months Ended

Total cash provided by (used in):

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Operating Cash Flows

During the three months ended March 31, 2024, net cash provided by operating activities totaled $5,857 compared to net cash used in operating activities of $25,984 during the prior year period.

The increase in net cash provided by operating activities during the current year period was primarily attributable to a decrease in accounts receivable, proceeds from the sale of the 2023 AMP credits received during the current year period.

In addition, customer deposits decreased more significantly during the prior year period.

During the six months ended June 30, 2024, net cash used in operating activities totaled $3,427 compared to net cash used in operating activities of $17,447 during the prior year period.

The decrease in net cash used in operating activities during the current year period was primarily attributable to proceeds from the sale of the 2023 AMP credits received during the current year period and a significant increase in accounts receivable during the prior year period due to a change in payment terms with a major customer.

This was partially offset by a more significant decrease in customer deposits during the current year period.

Investing Cash Flows

During the three months ended March 31, 2024, net cash used in investing activities tot aled $1,744, comp ared to net cash used in investing activities of $1,065 during the prior year period.

The increase in net cash used in investing activities as compared to the prior-year period was primarily due to a net increase in purchases of property and equipment.

During the six months ended June 30, 2024, net cash used in investing activities tot aled $2,375, comp ared to net cash used in investing activities of $3,962 during the prior year period.

The decrease in net cash used in investing activities as compared to the prior-year period was primarily due to a net decrease in purchases of property and equipment.

Financing Cash Flows

During the three months ended March 31, 2024, net cash used in financing activities tot aled $4,139, co mpared to net cash provided by financing activities of $16,046 during the prior year period.

During the six months ended June 30, 2024, net cash provided by financing activities tot aled $5,641, co mpared to net cash provided by financing activities of $10,772 during the prior year period.

The decrease was primarily due to decreased net borrowings under the 2022 Credit Facility in the current year period.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes in our critical accounting estimates during the three months ended March 31, 2024 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2023.

There have been no material changes in our critical accounting estimates during the six months ended June 30, 2024 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2023.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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(i) the impact of global health concerns on the economies and financial markets and the demand for our products;

(ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits (which remain subject to further technical guidance and regulations), and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States;

(ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits, and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States;

(iii) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units;

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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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis