What changed in this filing

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Item 1. Financial Statements

2025-05-13 compared with 2024-11-13 · 148 added, 164 removed, 475 unchanged (40% of the section changed)

4 unchanged sentences

(in thousands, except share and per share data)

September 30,

CURRENT ASSETS:

11 unchanged sentences

45,023 45,572

Operating lease right-of-use assets, net

Operating lease right-of-use assets

14,355 13,841

27 unchanged sentences

45,000,000 shares authorized;

22,387,984 and 21,840,301 shares issued as of September 30, 2024, and December 31, 2023, respectively

Treasury stock, at cost, 273,937 shares as of September 30, 2024 and December 31, 2023

22,902,433 and 22,593,589 shares issued as of March 31, 2025, and December 31, 2024, respectively

Treasury stock, at cost, 273,937 shares as of March 31, 2025 and December 31, 2024

( 1,842 ) ( 1,842 )

12 unchanged sentences

(in thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

$ 36,838 $ 37,616

Cost of sales

32,512 30,979

OPERATING EXPENSES:

3 unchanged sentences

Operating income

OTHER EXPENSE, net:

OTHER (EXPENSE) INCOME, net:

Interest expense, net

( 516 ) ( 532 )

Total other expense, net

Net income before provision for income taxes

( 518 ) ( 529 )

Net (loss) income before provision for income taxes

( 334 ) 1,549

Provision for income taxes

NET INCOME PER COMMON SHARE—BASIC:

NET (LOSS) INCOME

( 370 ) 1,510

NET (LOSS) INCOME PER COMMON SHARE—BASIC:

Net (loss) income

$ ( 0.02 ) $ 0.07

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC

NET INCOME PER COMMON SHARE—DILUTED:

22,361 21,595

NET (LOSS) INCOME PER COMMON SHARE—DILUTED:

Net (loss) income

$ ( 0.02 ) $ 0.07

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED

22,361 21,807

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

5 unchanged sentences

BALANCE, December 31, 2023

21,840,301 $ 22 ( 273,937 ) $ ( 1,842 ) $ 399,336 $ ( 341,497 ) $ 56,019

Stock issued under defined contribution 401(k) retirement savings plan

107,305 — — — 287 — 287

Share-based compensation

— — — — 225 — 225

— — — — — 1,510 1,510

BALANCE, March 31, 2024

Stock issued for restricted stock

Stock issued under defined contribution 401(k) retirement savings plan

Share-based compensation

Shares withheld for taxes in connection with issuance of restricted stock

Sale of common stock, net

BALANCE, June 30, 2023

Stock issued under defined contribution 401(k) retirement savings plan

Share-based compensation

BALANCE, September 30, 2023

21,947,606 $ 22 ( 273,937 ) $ ( 1,842 ) $ 399,848 $ ( 339,987 ) $ 58,041

BALANCE, December 31, 2024

Stock issued under defined contribution 401(k) retirement savings plan

Share-based compensation

BALANCE, March 31, 2024

22,593,589 $ 23 ( 273,937 ) $ ( 1,842 ) $ 401,564 $ ( 340,345 ) $ 59,400

Stock issued for restricted stock

268,152 — — — — — —

Stock issued under defined contribution 401(k) retirement savings plan

165,189 — — — 286 — 286

Share-based compensation

— — — — 189 — 189

Shares withheld for taxes in connection with issuance of restricted stock

BALANCE, June 30, 2024

Stock issued under defined contribution 401(k) retirement savings plan

Share-based compensation

BALANCE, September 30, 2024

( 124,497 ) — — — ( 196 ) — ( 196 )

— — — — — ( 370 ) ( 370 )

BALANCE, March 31, 2025

22,902,433 $ 23 ( 273,937 ) $ ( 1,842 ) $ 401,843 $ ( 340,715 ) $ 59,309

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

3 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net cash used in operating activities:

Net (loss) income

Adjustments to reconcile net cash (used in) provided by operating activities:

Depreciation and amortization expense

Deferred income taxes

Share-based compensation

Stock-based compensation

Allowance for credit losses

Common stock issued under defined contribution 401(k) plan

(Gain) loss on disposal of assets

Changes in operating assets and liabilities:

7 unchanged sentences

Other non-current assets and liabilities

Net cash used in operating activities

Net cash (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

Proceeds from disposals of property and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from line of credit, net

Proceeds from (payments on) line of credit, net

Proceeds from long-term debt

2 unchanged sentences

Shares withheld for taxes in connection with issuance of restricted stock

Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH

Net cash provided by (used in) financing activities

NET DECREASE IN CASH

CASH beginning of the period

14 unchanged sentences

In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2024, or any other interim period, which may differ materially due to, among other things, the risk factors set forth in our Annual Report on Form 10 -K for the year ended December 31, 2023 .

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2024, or any other interim period, which may differ materially due to, among other things, the risk factors set forth in our Annual Report on Form 10 -K for the year ended December 31, 2024 .

The December 31, 2024 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP.

This financial information should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2024 .

There have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2024 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2023 .

There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2025 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2024 .

Company Description

4 unchanged sentences

The Company’s most significant presence is within the U.S.

wind energy industry, which accounted for 43 % and 51 % of the Company’s revenue during the first nine months of 2024 and 2023, respectively.

wind energy industry, which accounted for 52 % and 39 % of the Company’s revenue during the first three months of 2025 and 2024, respectively.

The Company typically meets its short term liquidity needs through cash generated from operations, its available cash balances, the 2022 Credit Facility (as defined below), equipment financing, access to the public and private debt and/or equity markets, and has the option to raise capital from the sale of the Company’s securities under the Company’s registration statement on Form S- 3 (as discussed below), and proceeds from any sales of Advanced Manufacturing Production tax credits (“AMP credits”) (discussed in Note 5 “AMP Credits” of these condensed consolidated financial statements).

See Note 8, “Debt and Credit Agreements,” of these condensed consolidated financial statements for a description of the 2022 Credit Facility and the Company’s other debt.

Debt and finance lease obligations at September 30, 2024 totaled $ 23,353 , which includes current outstanding debt and finance leases totaling $ 13,637 .

Debt and finance lease obligations at March 31, 2025 totaled $ 17,871 , which includes current outstanding debt and finance leases totaling $ 7,073 .

The Company’s outstanding debt includes $ 7,307 outstanding from the senior secured term loan under the 2022 Credit Facility.

During the nine months ended September 30, 2024, the Company borrowed on the revolving line of credit and repaid such borrowings during the period.

The Company had $ 9,919 drawn on the revolving line of credit as of September 30, 2024.

During the three months ended March 31, 2025, the Company borrowed on the revolving line of credit and repaid such borrowings during the period.

The Company had $ 3,357 drawn on the revolving line of credit as of March 31, 2025.

The Company’s revolving line of credit balance, if any, is included in the “Line of credit and current maturities of long-term debt” line item in the Company’s condensed consolidated balance sheet.

6 unchanged sentences

The Company 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.

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

As of September 30, 2024, shares of the Company’s 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, 2024 or during the three months ended March 31, 2025.

As of March 31, 2025, shares of the Company’s 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.

4 unchanged sentences

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

During the three and nine months ended September 30, 2024, the Company sold account receivables totaling $ 22,540 and $ 42,579 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 583 and $ 1,099 , respectively.

During the three and nine months ended September 30, 2023, the Company sold account receivables totaling $ 12,084 and $ 31,081 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 334 and $ 649 , respectively.

In January 2023, the Company announced that it had entered into a supply agreement for wind tower purchases valued at approximately $ 175 million with a leading global wind turbine manufacturer.

Under the terms of the supply agreement, order fulfillment was to occur beginning in 2023 through year-end 2024.

In early November 2023, the parties jointly agreed to shift approximately half of the contracted tower section orders initially planned for 2024 into 2025, while maintaining the total number of tower sections stipulated under the supply agreement.

During the three months ended March 31, 2025 and March 31, 2024, the Company sold account receivables totaling $ 8,840 and $ 6,805 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 198 and $ 164 , respectively.

The Company anticipates that current cash resources, amounts available under the 2022 Credit Facility, sales of shares under the Sales Agreement, cash to be generated from operations and equipment financing, access to the public and private debt and/or equity markets, any potential proceeds from the sale of further Company securities under the Form S- 3, and proceeds from sales of AMP credits will be adequate to meet the Company’s liquidity needs for at least the next twelve months.

If assumptions regarding the Company’s production, sales and subsequent collections from certain of the Company’s large customers, the Company’s ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer, as well as receipt of customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, the Company may in the future encounter cash flow and liquidity issues.

If the Company’s operational performance deteriorates, the Company may be unable to comply with existing financial covenants, and could lose access to the 2022 Credit Facility.

1 unchanged sentence

Any attempt to raise equity through the public markets could have a negative effect on the Company’s stock price, making an equity raise more difficult or more dilutive.

Any additional equity financing or equity-linked financing, if available, will be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other operating and financial restrictions on the Company.

While management believes that the Company will continue to have sufficient cash available to operate its businesses and to meet the Company’s financial obligations and debt covenants, there can be no assurances that the Company’s operations will generate sufficient cash, or that credit facilities or equity or equity-linked financings will be available in an amount sufficient to enable the Company to meet these financial obligations.

7 unchanged sentences

Revenues are recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The following table presents the Company’s revenues disaggregated by revenue source for the three and nine months ended September 30, 2024 and 2023 :

Three Months Ended September 30,

Nine Months Ended September 30,

The following table presents the Company’s revenues disaggregated by revenue source for the three months ended March 31, 2025 and 2024 :

Three Months Ended March 31,

Heavy Fabrications

$ 25,248 $ 22,016

9,167 11,404 27,958 34,347

Industrial Solutions

1 unchanged sentence

$ 36,838 $ 37,616

$ 35,503 $ 57,163 $ 109,571 $ 156,879

Revenue within the Company’s Gearing and Industrial Solutions segments, as well as industrial fabrication product line revenues within the Heavy Fabrications segment, are generally recognized at a point in time, typically when the promised goods or services are physically transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services.

2 unchanged sentences

If applicable, the transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation.

For many tower sales within the Company’s Heavy Fabrications segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition.

For substantially all wind sales within the Company’s Heavy Fabrications segment as well as certain sales within our Gearing segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition.

The Company recognizes revenue under these arrangements only when there is a substantive reason for the agreement, the ordered goods are identified separately as belonging to the customer and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or to direct it to another customer.

Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

During the nine months ended September 30, 2024 and 2023, the Company recognized a portion of revenue within the Heavy Fabrications segment over time, as the products had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contracts.

Within the Heavy Fabrications segment, the Company recognized revenue for contracts that meet over time criteria of $ 1,373 and $ 3,720 for the three and nine months ended September 30, 2024, respectively.

Within the Heavy Fabrications segment, the Company recognized revenue over time of $ 2,282 and $ 9,027 for the three and nine months ended September 30, 2023, respectively.

The Company uses labor hours as the input measure of progress for the applicable Heavy Fabrications contracts because the projects are labor intensive.

During the three months ended March 31, 2025 and 2024, the Company recognized $ 216 and $ 0 , respectively, of revenue within the Gearing segment under terms included in bill and hold sales arrangements.

During the three months ended March 31, 2025 and 2024, the Company recognized a portion of revenue within the Heavy Fabrications segment over time, as the products had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contracts.

Because the projects are labor intensive, the Company uses labor hours as the input measure of progress for the applicable contracts.

Within the Heavy Fabrications segment, the Company recognized revenue for contracts that meet over time criteria of $ 997 and $ 280 for the three months ended March 31, 2025 and March 31, 2024, respectively.

Contract assets are recorded when performance obligations are satisfied but the Company is not yet entitled to payment.

5 unchanged sentences

The Company does not disclose the value of the unsatisfied performance obligations for contracts with an original expected length of one year or less.

NOTE 3 — EARNINGS PER SHARE

The following table presents a reconciliation of basic and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 , as follows:

NOTE 3 — NET INCOME PER SHARE

The following table presents a reconciliation of basic and diluted income per share for the three months ended March 31, 2025 and 2024 , as follows:

Three Months Ended

Nine Months Ended

September 30,

Basic earnings per share calculation:

Basic (loss) income per share calculation:

Net (loss) income

$ ( 370 ) $ 1,510

1 unchanged sentence

22,361,152 21,594,664

Basic net income per share

Basic net (loss) income per share

$ ( 0.02 ) $ 0.07

Diluted earnings per share calculation:

Diluted (loss) income per share calculation:

Net (loss) income

$ ( 370 ) $ 1,510

3 unchanged sentences

Non-vested stock awards (1)

71,582 237,054 100,741 350,197

Weighted average number of common shares outstanding

22,361,152 21,806,782

Diluted net income per share

Diluted net (loss) income per share

$ ( 0.02 ) $ 0.07

( 1 ) Restricted stock units granted and outstanding of 689,732 as of March 31, 2025, are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company’s net loss for the three months ended March 31, 2025.

NOTE 4 — INVENTORIES

The components of inventories as of September 30, 2024 and December 31, 2023 are summarized as follows:

September 30,

The components of inventories as of March 31, 2025 and December 31, 2024 are summarized as follows:

Raw materials

1 unchanged sentence

Work-in-process

12,634 10,390

Finished goods

4 unchanged sentences

NOTE 5 — AMP CREDITS

During the three and nine months ended September 30, 2024, the Company recognized gross AMP credits totaling $ 3,132 and $ 6,852 , respectively, within the Heavy Fabrications segment.

During the three and nine months ended September 30, 2023, the Company recognized AMP credits totaling $ 4,488 and $ 11,217 , respectively, within the Heavy Fabrications segment.

During the three months ended March 31, 2025 and March 31, 2024, the Company recognized gross AMP credits totaling $ 2,772 and $ 1,872 , respectively, within the Heavy Fabrications segment.

These AMP credits were introduced as part of the Inflation Reduction Act (“IRA”), which was enacted on August 16, 2022.

6 unchanged sentences

Manufacturers who qualify for the AMP credits can apply to the Internal Revenue Service for cash refunds of the AMP credits, sell the AMP credits to third parties for cash, or apply the AMP credits against taxable income.

The Company recognized the AMP credits as a reduction to cost of sales in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and September 30, 2023.

The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in the Company’s condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.

On December 21, 2023, the Company entered into an agreement to sell 2023 and 2024 AMP credits to a third party.

At that time, the Company sold a portion of the gross 2023 credits in the amount of $ 6,952 and recognized a 6.5 % discount on the sale in the amount of $ 452 which was recognized in cost of sales.

In addition, the Company wrote down the remaining receivable of $ 7,541 to net realizable value and recorded the expected loss on sale of $ 490 in cost of sales.

The remaining 2023 AMP credit receivable was collected during the first quarter of 2024.

The Company also incurred other miscellaneous administrative costs related to selling the credits in the amount of $ 254 , $ 197 of which has been recorded as cost of sales, with the remaining capitalized and included in the “Prepaid expenses and other current assets” line item of the Company’s condensed consolidated financial statements at December 31, 2023.

During the nine months ended September 30, 2024, the Company recognized gross AMP credits totaling $ 6,852 and recognized a 6.5 % discount on the credits totaling $ 445 , which was recognized in cost of sales.

The Company recognized the AMP credits as a reduction to cost of sales in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2025 and March 31, 2024.

The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in the Company’s condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024.

During the three months ended March 31, 2024, the Company recognized gross AMP credits totaling $ 1,872 and recognized a 6.5 % discount on the credits totaling $ 122 , which was recognized in cost of sales.

The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $ 33 , which have been recorded as cost of sales.

Additionally, costs totaling $ 42 are included in the “Prepaid expenses and other current assets” line item of the Company’s condensed consolidated financial statements at September 30, 2024.

Additionally, costs totaling $ 42 are included in the “Prepaid expenses and other current assets” line item of the Company’s condensed consolidated financial statements at March 31, 2024.

During the three months ended March 31, 2025, the Company recognized gross AMP credits totaling $ 2,772 and recognized a 6.5 % discount on the credits totaling $ 180 , which was recognized in cost of sales.

The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $ 28 , which have been recorded as cost of sales.

Additionally, costs totaling $ 12 are included in the “Prepaid expenses and other current assets” line item of the Company’s condensed consolidated financial statements at March 31, 2025.

NOTE 6 — INTANGIBLE ASSETS

1 unchanged sentence

Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 1 to 3 years.

As of September 30, 2024 and December 31, 2023 , the cost basis, accumulated amortization and net book value of intangible assets were as follows:

September 30, 2024

As of March 31, 2025 and December 31, 2024 , the cost basis, accumulated amortization and net book value of intangible assets were as follows:

March 31, 2025

December 31, 2024

Intangible assets:

Noncompete agreements

$ 170 $ ( 170 ) $ — $ — — $ 170 $ ( 170 ) $ — $ — —

Customer relationships

3 unchanged sentences

$ 25,078 $ ( 16,249 ) $ ( 7,592 ) $ 1,237 2.2 $ 25,078 $ ( 16,083 ) $ ( 7,592 ) $ 1,403 2.5

As of September 30, 2024 , estimated future amortization expense was as follows:

As of March 31, 2025 , estimated future amortization expense was as follows:

NOTE 7 — ACCRUED LIABILITIES

Accrued liabilities as of September 30, 2024 and December 31, 2023 consisted of the following:

September 30,

Accrued liabilities as of March 31, 2025 and December 31, 2024 consisted of the following:

Accrued payroll and benefits

10 unchanged sentences

NOTE 8 — DEBT AND CREDIT AGREEMENTS

The Company’s outstanding debt balances as of September 30, 2024 and December 31, 2023 consisted of the following:

September 30,

The Company’s outstanding debt balances as of March 31, 2025 and December 31, 2024 consisted of the following:

Line of credit

$ 9,919 $ 4,657

Other notes payable

Long-term debt

16,948 12,153

current maturities

5 unchanged sentences

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

At September 30, 2024, deferred financing costs related to the 2022 Credit Facility were $ 283 primarily related to the revolving credit loan, which is net of accumulated amortization of $ 217 .

At December 31, 2023, deferred financing costs related to the 2022 Credit Facility were $ 359 which is net of accumulated amortization of $ 141 .

These costs are included in the “Other assets” line item of the Company's condensed consolidated financial statements at September 30, 2024 and December 31, 2023.

Net deferred financing costs related to the 2022 Credit Facility which primarily relate to the revolving credit loan, were $ 243 at March 31, 2025, which is net of accumulated amortization of $ 277 .

Net deferred financing costs at December 31, 2024 were $ 269 , which is net of accumulated amortization of $ 251 .

These costs are included in the “Other assets” line item of the Company's condensed consolidated financial statements at March 31, 2025 and December 31, 2024.

On February 8, 2023, the Company executed Amendment No.

1 to Credit Agreement and Limited Waiver which waived the Company’s fourth quarter minimum EBITDA (as defined in the 2022 Credit Agreement) requirement for the period ended December 31, 2023, amended the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Agreement) requirements for the twelve -month period ending January 31, 2024 through and including June 30, 2024 and each twelve -month period thereafter, and amended the minimum EBITDA requirements applicable to the twelve -month periods ending March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023.

On December 19, 2024, the Company executed Amendment No.

2 to Credit Agreement, which ( 1 ) increased the outstanding principal amount of the term loan to $ 7,578 and restarted the 84 -month amortization period, and ( 2 ) amended the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Agreement) from 1.1:1.0 to 1.0:1.0 for each twelve -month period ending January 31, 2024 through and including December 31, 2025.

Proceeds from the increased amount of the term loan were used to repay the Company’s indebtedness under its existing revolving line of credit with Wells Fargo and related fees and expenses, thereby allowing for increased availability under the existing revolving line of credit.

The 2022 Credit Agreement, as amended, contains customary covenants limiting the Company’s and its subsidiaries’ ability to, among other things, incur liens, make investments, incur indebtedness, merge or consolidate with others or dispose of assets, change the nature of its business, and enter into transactions with affiliates.

1 unchanged sentence

The term loan also matures on August 4, 2027, with monthly payments based on an 84 -month amortization.

As of September 30, 2024 , there was $ 15,242 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $ 17,614 .

As of September 30, 2024, the Company was in compliance with all financial covenants under the 2022 Credit Facility.

As of September 30, 2024, the effective interest rates of the senior secured revolving credit facility and the senior secured term loan was 7.08 % and 7.33 %, respectively.

As of December 31, 2023, the effective interest rate of the senior secured revolving credit facility and the effective rate of the senior secured term loan were 7.64 % and 7.89 %, respectively.

In addition, the Company has outstanding notes payable for capital expenditures in the amount of $ 1,706 and $ 1,361 as of September 30, 2024 and December 31, 2023 , respectively, with $ 365 and $ 163 included in the “Line of credit and current maturities of long-term debt” line item of the Company’s condensed consolidated financial statements as of September 30, 2024 and December 31, 2023 , respectively.

As of March 31, 2025 , there was $ 10,664 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $ 21,392 .

As of March 31, 2025, the Company was in compliance with all financial covenants under the 2022 Credit Facility.

As of March 31, 2025, the effective interest rate of the senior secured revolving credit facility was 6.36 % and the senior secured term loan was 6.86 %.

As of December 31, 2024, the effective interest rate of the senior secured revolving credit facility was 6.71 % and the effective rate of the senior secured term loan was 6.96 %.

In addition, the Company has outstanding notes payable for capital expenditures in the amount of $ 1,527 and $ 1,618 as of March 31, 2025 and December 31, 2024 , respectively, with $ 377 and $ 371 included in the “Line of credit and current maturities of long-term debt” line item of the Company’s condensed consolidated financial statements as of March 31, 2025 and December 31, 2024 , respectively.

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

6 unchanged sentences

The Company has elected to apply the short-term lease exception to all leases of one year or less.

During the nine months ended September 30, 2024 and 2023, the Company had additional operating leases that resulted in right-of-use assets obtained in exchange for lease obligations in the amount of $ 29 and $65, respectively.

During the nine months ended September 30, 2024 and 2023, the Company had additional finance leases associated with property, plant, and equipment of $ 1,376 and $780, respectively.

During the three months ended March 31, 2025 and 2024, the Company had additional operating leases that resulted in right-of-use assets obtained in exchange for lease obligations in the amount of $ 1,034 and $ 0 , respectively.

During the three months ended March 31, 2025 and 2024, the Company had additional finance leases associated with property, plant, and equipment of $ 0 and $ 813 , respectively.

Some of the Company’s facility leases include options to renew.

2 unchanged sentences

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Components of lease cost

1 unchanged sentence

Amortization of finance lease assets

$ 356 $ 229 $ 1,084 $ 968

Interest on finance lease liabilities

112 108 340 292

Total finance lease costs

468 337 1,424 1,260

Operating lease cost components:

Operating lease cost

676 698 2,021 2,091

Short-term lease cost

40 122 140 289

Variable lease cost (1)

386 283 1,139 806

Sublease income

1 unchanged sentence

Total operating lease costs

1,052 1,054 3,151 3,040

Total lease cost

$ 1,525 $ 1,418

Supplemental cash flow information related to our operating leases is as follows for the nine months ended September 30, 2024 and 2023:

Supplemental cash flow information related to our operating leases is as follows for the three months ended March 31, 2025 and 2024:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash outflow from operating leases

$ 2,518 $ 2,592

Weighted-average remaining lease term-finance leases at end of period (in years)

3 unchanged sentences

Variable lease costs consist primarily of taxes, insurance, utilities, and common area or other maintenance costs for the Company’s leased facilities and equipment.

As of September 30, 2024 , future minimum lease payments under finance leases and operating leases were as follows:

As of March 31, 2025 , future minimum lease payments under finance leases and operating leases were as follows:

$ 2,130 $ 2,709 $ 4,839

31 unchanged sentences

Effective tax rates differ from federal statutory income tax rates primarily due to changes in the Company’s valuation allowance, permanent differences and provisions for state and local income taxes.

As of September 30, 2024 , the Company has a full valuation allowance recorded against deferred tax assets.

During the nine months ended September 30, 2024 , the Company recorded a provision for income taxes of $ 133 , compared to a provision for income taxes of $ 79 during the nine months ended September 30, 2023 .

As of March 31, 2025 , the Company has a full valuation allowance recorded against deferred tax assets.

During the three months ended March 31, 2025 , the Company recorded a provision for income taxes of $ 36 , compared to a provision for income taxes of $ 39 during the three months ended March 31, 2024 .

On August 16, 2022, Congress enacted the IRA which includes advanced manufacturing tax credits for manufacturers of eligible components, including wind components produced and sold in the U.S.

3 unchanged sentences

federal and state jurisdictions.

As of September 30, 2024 , open tax years in federal and some state jurisdictions date back to 1996 due to the taxing authorities’ ability to adjust operating loss carryforwards.

As of March 31, 2025 , open tax years in federal and some state jurisdictions date back to 1996 due to the taxing authorities’ ability to adjust operating loss carryforwards.

As of December 31, 2024 , the Company had federal and unapportioned state net operating loss (“NOL”) carryforwards of $ 295,198 of which $ 227,781 will generally begin to expire in 2026.

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Stockholders who owned 4.9 % or more of the outstanding shares of the Company’s common stock as of February 12, 2013 will not trigger the preferred share purchase rights unless they acquire additional shares after that date.

As of September 30, 2024 , the Company had no unrecognized tax benefits.

As of March 31, 2025 , the Company had no unrecognized tax benefits.

The Company recognizes interest and penalties related to uncertain tax positions as income tax expense.

The Company had no accrued interest and penalties as of September 30, 2024 .

The Company had no accrued interest and penalties as of March 31, 2025 .

NOTE 12 — SHARE-BASED COMPENSATION

There was no stock option activity during the nine months ended September 30, 2024 and September 30, 2023 and no stock options were outstanding as of September 30, 2024 or September 30, 2023.

The following table summarizes the Company’s restricted stock unit and performance award activity during the nine months ended September 30, 2024 :

There was no stock option activity during the three months ended March 31, 2025 and March 31, 2024 and no stock options were outstanding as of March 31, 2025 or March 31, 2024.

The following table summarizes the Company’s restricted stock unit and performance award activity during the three months ended March 31, 2025 :

Weighted Average

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( 268,152 ) $ 1.77

( 46,418 ) $ 2.98

Unvested as of September 30, 2024

Unvested as of March 31, 2025

689,732 $ 2.96

Under certain situations, shares are withheld from issuance to cover taxes for the vesting of restricted stock units and performance awards.

For the nine months ended September 30, 2024 and 2023, 46,668 and 92,984 shares, respectively, were withheld to cover tax obligations.

The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2024 and 2023 , as follows:

Nine Months Ended September 30,

For the three months ended March 31, 2025 and 2024, 124,497 and 0 shares, respectively, were withheld to cover tax obligations.

The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024 , as follows:

Three Months Ended March 31,

Share-based compensation expense:

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Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

It is possible that if one or more of such matters were decided against the Company, the effects could be material to the Company’s results of operations in the period in which the Company would be required to record or adjust the related liability and could also be material to the Company’s financial condition and cash flows in the periods the Company would be required to pay such liability.

It is possible that if one or more of such matters were decided against the Company, the effects could be materially adverse to the Company, including to its results of operations in the period in which the Company would be required to record or adjust the related liability and to the Company’s financial condition and cash flows in the periods the Company would be required to pay such liability.

NOTE 14 — RECENT ACCOUNTING PRONOUNCEMENTS

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This guidance will be applied retrospectively and will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025.

The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

The Company adopted this guidance for the year ended December 31, 2024.

Refer to Note 15 “Segment Reporting” of these condensed consolidated financial statements for the additional disclosures applied on a retrospective basis.

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update No.

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NOTE 15— SEGMENT REPORTING

The Company is organized into reporting segments based on the nature of the products offered and business activities from which it earns revenues and incurs expenses for which discrete financial information is available and regularly reviewed by the Company’s chief operating decision maker.

The Company’s CODM has been identified as the Chief Executive Officer and President, who reviews operating income by segment in relation to total operating income to make decisions about allocating resources and assessing performance.

The Company’s segments and their product and service offerings are summarized below:

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Within the U.S.

wind energy industry, the Company provides steel towers and adapters primarily to wind turbine manufacturers.

wind energy industry, the Company provides steel towers and repowering adapters primarily to wind turbine manufacturers.

Production facilities, located in Manitowoc, Wisconsin and Abilene, Texas, are situated in close proximity to the primary U.S.

domestic wind energy and equipment manufacturing hubs.

The two facilities have a combined annual tower production capacity of up to approximately 550 towers ( 1,650 tower sections), sufficient to support turbines generating more than 1,500 MW of power.

The two facilities have a combined annual tower production capacity of up to approximately 550 towers ( 1,650 tower sections), sufficient to support turbines generating more than 1.7 GW of power.

The Company has expanded its production capabilities and leveraged manufacturing competencies, including welding, lifting capacity and stringent quality practices, into aftermarket and original equipment manufacturer (“OEM”) components utilized in surface and underground mining, construction, material handling, oil and gas (“O&G”) and other infrastructure markets.

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The accounting policies of the reportable segments are the same as those referenced in Note 1, “Basis of Presentation” of these condensed consolidated financial statements.

Summary financial information by reportable segment for the three and nine months ended September 30, 2024 and 2023 is as follows:

Summary financial information by reportable segment for the three months ended March 31, 2025 and 2024 is as follows:

Heavy Fabrications

Industrial Solutions

For the Three Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Revenues from external customers

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25,248 5,966 5,647 — ( 23 ) 36,838

Operating income (loss)

Direct materials

14,622 1,440 3,329 — * 19,391

Depreciation and amortization

3,762 1,261 * — — 5,023

Capital expenditures

Indirect labor

2,811 1,129 547 — — 4,487

Heavy Fabrications

Industrial Solutions

For the Three Months Ended September 30, 2023

Revenues from external customers

Variable overhead

* 875 473 — — 1,348

Intersegment revenues

( 2,564 ) — — — — ( 2,564 )

Salaries and benefits

* * * 398 — 398

Operating income (loss)

Share-based compensation

* * * 146 — 146

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1,021 549 114 18 — 1,702

All other expenses (1)

3,355 1,604 854 933 ( 23 ) 6,723

Operating income (loss)

2,241 ( 892 ) 330 ( 1,495 ) — 184

Capital expenditures

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Industrial Solutions

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2024

Revenues from external customers

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22,016 8,337 7,994 — ( 731 ) 37,616

Operating income (loss)

Direct materials

12,547 1,829 4,386 — * 18,762

Depreciation and amortization

2,885 1,382 * — — 4,267

Capital expenditures

Indirect labor

2,689 1,307 382 — — 4,378

Heavy Fabrications

Industrial Solutions

For the Nine Months Ended September 30, 2023

Revenues from external customers

Variable overhead

* 1,003 457 — — 1,460

Intersegment revenues

( 1,717 ) — — — — ( 1,717 )

Salaries and benefits

* * * 579 — 579

Operating income (loss)

Share-based compensation

* * * 172 — 172

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911 540 100 45 — 1,596

All other expenses (1)

2,655 2,251 902 964 ( 731 ) 6,041

Operating income (loss)

2,046 25 1,767 ( 1,760 ) — 2,078

Capital expenditures

461 1,068 215 — — 1,744

* Line item not deemed a significant expense for this segment (per analysis of Accounting Standards Update No.

( 1 ) All other expenses for each reportable segment primarily consist of:

Heavy Fabrications -variable overhead, salaries and benefits, and rent and utilities

Gearing - salaries and benefits and rent

Industrial Solutions -direct labor, salaries and benefits, and rent and utilities

Corporate -professional expenses

Total Assets as of

September 30,

Heavy Fabrications

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Allowance for Credit Losses

Beginning January 1, 2023, the Company assessed and recorded an allowance for credit losses using the current expected credit loss (“CECL”) model.

Beginning January 1, 2023, the Company assessed and recorded an allowance for credit losses using the current expected credit loss model.

The adjustment for credit losses to management’s current estimate is recorded in net income as credit loss expense.

All credit losses were on trade receivables and/or contract assets arising from the Company's contracts with customers.

The adjustment for credit losses using this CECL model on accounts receivable and contract assets during the nine months ended September 30, 2024 and 2023 was not material.

The Company monitors its collections and write-off experience to assess whether or not adjustments to its allowance estimates are necessary.

Changes in trends in any of the factors that the Company believes may impact the collectability of its accounts receivable, or modifications to its credit standards, collection practices and other related policies may impact the Company’s allowance for credit losses and its financial results.

The activity in the accounts receivable allowance liability for the nine months ended September 30, 2024 and 2023 consisted of the following:

For the Nine Months Ended September 30,

The activity in the accounts receivable allowance liability for the three months ended March 31, 2025 and 2024 consisted of the following:

For the Three Months Ended March 31,

Balance at beginning of period

Credit loss expense

Other adjustments

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The Company does not believe that this potential exposure will have a material adverse effect on the Company’s consolidated financial position or results of operations.

The reserve for liquidated damages at September 30, 2024 and December 31, 2023 was insignificant.

NOTE 17 — CAPITALIZATION

At the Special Meeting of Stockholders held on October 23, 2024, the Company’s stockholders approved the ratification of the approval by the Company’s stockholders, filing and effectiveness of the certificate of amendment to the Company’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 16, 2024, and the increase in the number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 30,000,000 to 45,000,000 , effected thereby, as more particularly described in the Company’s definitive proxy statement filed with the SEC on August 30, 2024.

There was no reserve for liquidated damages at March 31, 2025 and December 31, 2024.

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 1. Financial Statements