What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-12 · 128 added, 129 removed, 590 unchanged (30% of the section changed)

4 unchanged sentences

(in thousands, except share and per share data)

September 30,

CURRENT ASSETS:

6 unchanged sentences

Prepaid expenses and other current assets

Assets held for sale

Total current assets

22 unchanged sentences

Long-term operating lease obligations, net of current portion

10,150 13,799

Total long-term liabilities

7 unchanged sentences

45,000,000 shares authorized;

23,315,401 and 22,593,589 shares issued as of June 30, 2025, and December 31, 2024, respectively

Treasury stock, at cost, 273,937 shares as of June 30, 2025 and December 31, 2024

23,474,925 and 22,593,589 shares issued as of September 30, 2025, and December 31, 2024, respectively

Treasury stock, at cost, 273,937 shares as of September 30, 2025 and December 31, 2024

( 1,842 ) ( 1,842 )

12 unchanged sentences

(in thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

$ 39,235 $ 36,452 $ 76,073 $ 74,068

Three Months Ended September 30,

Nine Months Ended September 30,

Cost of sales

35,260 30,886 67,772 61,865

3,975 5,566 8,301 12,203

OPERATING EXPENSES:

Selling, general and administrative

3,974 4,143 7,951 8,537

Gain on sale of Manitowoc industrial fabrication operations

Intangible amortization

166 166 331 331

Total operating expenses

4,140 4,309 8,282 8,868

Operating (loss) income

( 165 ) 1,257 19 3,335

Total operating expense, net

Operating income

OTHER (EXPENSE) INCOME, net:

Interest expense, net

( 783 ) ( 726 ) ( 1,299 ) ( 1,258 )

( 8 ) 4 ( 10 ) 7

Total other expense, net

( 791 ) ( 722 ) ( 1,309 ) ( 1,251 )

Net (loss) income before provision for income taxes

( 956 ) 535 ( 1,290 ) 2,084

Net income before provision for income taxes

Provision for income taxes

NET (LOSS) INCOME

( 989 ) 482 ( 1,359 ) 1,992

NET (LOSS) INCOME PER COMMON SHARE—BASIC:

Net (loss) income

$ ( 0.04 ) $ 0.02 $ ( 0.06 ) $ 0.09

NET INCOME PER COMMON SHARE—BASIC:

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC

22,773 21,783 22,568 21,689

NET (LOSS) INCOME PER COMMON SHARE—DILUTED:

Net (loss) income

$ ( 0.04 ) $ 0.02 $ ( 0.06 ) $ 0.09

NET INCOME PER COMMON SHARE—DILUTED:

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED

22,773 22,003 22,568 21,904

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

13 unchanged sentences

BALANCE, June 30, 2024

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

Share-based compensation

BALANCE, September 30, 2024

BALANCE, December 31, 2024

9 unchanged sentences

BALANCE, June 30, 2025

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

Share-based compensation

BALANCE, September 30, 2025

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

3 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

Adjustments to reconcile net cash used in operating activities:

4 unchanged sentences

Common stock issued under defined contribution 401(k) plan

Gain on disposal of assets

Gain on sale of assets

Changes in operating assets and liabilities:

10 unchanged sentences

Purchases of property and equipment

Proceeds from disposals of property and equipment

Net cash used in investing activities

Net proceeds from sale of Manitowoc industrial fabrication operations

Net proceeds from disposals of property and equipment

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

4 unchanged sentences

Shares withheld for taxes in connection with issuance of restricted stock

Net cash provided by financing activities

NET DECREASE IN CASH

Net cash (used in) provided by financing activities

NET (DECREASE) INCREASE 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 six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2025, 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 and in Part II, Item 1A of this Quarterly Report on Form 10 -Q.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2025, 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 and in Part II, Item 1A of the Quarterly Report on Form 10 -Q for the quarterly period ended June 30, 2025.

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 six months ended June 30, 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 .

There have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 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 52 % and 40 % of the Company’s revenue during the first six months of 2025 and 2024, respectively.

wind energy industry, which accounted for 54 % and 43 % of the Company’s revenue during the first nine 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 6 “AMP Credits” of these condensed consolidated financial statements).

See Note 9, “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 June 30, 2025 totaled $ 31,423 , which includes current outstanding debt and finance leases totaling $ 21,328 .

Debt and finance lease obligations at September 30, 2025 totaled $ 15,273 , which includes current outstanding debt and finance leases totaling $ 7,137 .

The Company’s outstanding debt includes $ 5,166 outstanding from the senior secured term loan under the 2022 Credit Facility.

During the six months ended June 30, 2025, the Company borrowed on the revolving line of credit and repaid a portion of such borrowings during the period.

The Company had $ 17,634 drawn on the revolving line of credit as of June 30, 2025.

During the nine months ended September 30, 2025, the Company borrowed on the revolving line of credit and repaid a portion of such borrowings during the period.

During the nine months ended September 30, 2025, in addition to the normal required progress payments, the Company made a mandatory repayment of $ 1,600 on the outstanding senior secured term loan in conjunction with the sale of the Manitowoc industrial fabrication operations.

The Company had $ 3,822 drawn on the revolving line of credit as of September 30, 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, 2024 or during the six months ended June 30, 2025.

As of June 30, 2025, 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 nine months ended September 30, 2025.

As of September 30, 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 six months ended June 30, 2025, the Company sold account receivables totaling $ 13,111 and $ 21,952 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 299 and $ 498 , respectively.

During the three and six months ended June 30, 2024, the Company sold account receivables totaling $ 13,234 and $ 20,039 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 352 and $ 516 , respectively.

During the three and nine months ended September 30, 2025, the Company sold account receivables totaling $ 32,221 and $ 54,173 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 847 and $ 1,344 , respectively.

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.

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.

13 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 six months ended June 30, 2025 and 2024 :

Three Months Ended June 30,

Six Months Ended June 30,

The following table presents the Company’s revenues disaggregated by revenue source for the three and nine months ended September 30, 2025 and 2024 :

Three Months Ended September 30,

Nine Months Ended September 30,

Heavy Fabrications

12 unchanged sentences

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

During the three and six months ended June 30, 2025, the Company recognized $ 221 and $ 436 , respectively, of revenue within the Gearing segment under terms included in bill and hold sales arrangements.

During the three and six months ended June 30, 2024, the Company did not recognize any revenue within the Gearing segment under terms included in bill and hold sales arrangements.

During the six months ended June 30, 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.

During the three and nine months ended September 30, 2025, the Company recognized $ 835 and $ 1,272 , respectively, of revenue within the Gearing segment under terms included in bill and hold sales arrangements.

During the three and nine months ended September 30, 2024, the Company recognized $ 836 of revenue within the Gearing segment under terms included in bill and hold sales arrangements.

During the nine months ended September 30, 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 $ 2,665 and $ 3,662 for the three and six months ended June 30, 2025, respectively.

Within the Heavy Fabrications segment, the Company recognized revenue for contracts that meet over time criteria of $ 2,067 and $ 2,347 for the three and six months ended June 30, 2024, respectively.

Within the Heavy Fabrications segment, the Company recognized revenue for contracts that meet over time criteria of $ 1,212 and $ 4,874 for the three and nine months ended September 30, 2025, respectively.

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.

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

6 unchanged sentences

NOTE 3 — NET INCOME PER SHARE

The following table presents a reconciliation of basic and diluted income per share for the three and six months ended June 30, 2025 and 2024 , as follows:

The following table presents a reconciliation of basic and diluted income per share for the three and nine months ended September 30, 2025 and 2024 , as follows:

Three Months Ended

Six Months Ended

Basic (loss) income per share calculation:

Net (loss) income

Nine Months Ended

September 30,

Basic income per share calculation:

$ 7,463 $ 74 $ 6,104 $ 2,066

1 unchanged sentence

23,102,152 22,028,854 22,748,240 21,803,073

Basic net (loss) income per share

Basic net income per share

$ 0.32 $ 0.00 $ 0.27 $ 0.09

Diluted (loss) income per share calculation:

Net (loss) income

Diluted income per share calculation:

$ 7,463 $ 74 $ 6,104 $ 2,066

6 unchanged sentences

23,255,462 22,100,436 22,809,390 21,903,814

Diluted net (loss) income per share

Diluted net income per share

$ 0.32 $ 0.00 $ 0.27 $ 0.09

( 1 ) Restricted stock units granted and outstanding of 897,948 as of June 30, 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 and six months ended June 30, 2025.

NOTE 4 — ASSETS HELD FOR SALE

On June 4, 2025, the Company entered into a definitive agreement (the “Manitowoc Purchase Agreement”) with Wisconsin Heavy Fabrication, LLC (the “Buyer”) to sell certain assets used in its industrial fabrication operations in Manitowoc, Wisconsin including specified contracts, equipment, machinery and other personal property, and permits for an aggregate purchase price of up to $ 13,800 in cash, subject to certain purchase price adjustments.

The transaction is expected to close during the third quarter of 2025, subject to the satisfaction of customary closing conditions.

Since the sale is probable within a year and the Company has met all other held for sale accounting criteria, the related assets are reflected as held for sale as of June 30, 2025.

The transaction does not reflect a strategic shift that will have a major effect on operations and financial results, and therefore, did not qualify for presentation as a discontinued operation.

As the transaction is likely to close within one year, the assets are included in the current assets section of the Company’s condensed consolidated balance sheets as of June 30, 2025.

The results of the industrial fabrication operations in Manitowoc are included within the Heavy Fabrications segment.

Assets classified as held for sale consist of the Manitowoc property and equipment and have been recognized at the lower of the carrying value and fair value less costs to sell, which was the carrying value.

Depreciation of these assets ceased as of June 4, 2025.

NOTE 4 — SALE OF MANITOWOC INDUSTRIAL FABRICATION OPERATIONS

On June 4, 2025, the Company (the “Seller”) entered into a definitive agreement (the “Manitowoc Purchase Agreement”) with Wisconsin Heavy Fabrication, LLC (the “Buyer”) to sell certain assets used in its industrial fabrication operations in Manitowoc, Wisconsin including specified contracts, equipment, machinery and other personal property, and permits.

The sale was completed on September 8, 2025 for a purchase price of $ 13,500 before the payment of transaction expenses in the form of cash and the assumption by the Buyer of certain liabilities of the Seller.

During the three and nine months ended September 30, 2025, the Company recorded a gain on the sale of $ 8,155 and $ 8,213 , respectively, which is included in the “Gain on sale of Manitowoc industrial fabrication operations” line item in the Company’s condensed consolidated statement of operations.

The Manitowoc operating results are included within the Heavy Fabrications segment and did not qualify for presentation as a discontinued operation.

NOTE 5 — INVENTORIES

The components of inventories as of June 30, 2025 and December 31, 2024 are summarized as follows:

The components of inventories as of September 30, 2025 and December 31, 2024 are summarized as follows:

September 30,

Raw materials

$ 24,842 $ 19,651

Work-in-process

Finished goods

12,200 12,517

48,299 42,113

( 2,540 ) ( 2,163 )

Net inventories

$ 45,759 $ 39,950

NOTE 6 — AMP CREDITS

During the three and six months ended June 30, 2025, the Company recognized gross AMP credits totaling $ 3,132 and $ 5,904 , respectively, within the Heavy Fabrications segment.

During the three and six months ended June 30, 2024, the Company recognized gross AMP credits totaling $ 1,848 and $ 3,720 , respectively, within the Heavy Fabrications segment.

During the three and nine months ended September 30, 2025, the Company recognized gross AMP credits totaling $ 4,392 and $ 10,296 , respectively, within the Heavy Fabrications segment.

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.

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

1 unchanged sentence

Manufacturers of wind components qualify for the AMP credits based on the total rated capacity, expressed on a per watt basis, of the completed wind turbine for which such component is designed.

The credit applies to each component produced and sold in the U.S.

The credit originally credit applied to each component produced and sold in the U.S.

beginning in 2023 through 2032.

3 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 six months ended June 30, 2025 and June 30, 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 June 30, 2025 and December 31, 2024.

During the six months ended June 30, 2025, the Company recognized gross AMP credits totaling $ 5,904 and recognized a 6.5 % discount on the credits totaling $ 384 , 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 and nine months ended September 30, 2025 and September 30, 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 September 30, 2025 and December 31, 2024.

During the nine months ended September 30, 2025, the Company recognized gross AMP credits totaling $ 10,296 and recognized a 6.5 % discount on the credits totaling $ 669 , which was recognized in cost of sales.

The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $ 77 , which have been recorded as cost of sales.

Additionally, costs totaling $ 10 are included in the “Prepaid expenses and other current assets” line item of the Company’s condensed consolidated financial statements at June 30, 2025.

During the six months ended June 30, 2024, the Company recognized gross AMP credits totaling $ 3,720 and recognized a 6.5 % discount on the credits totaling $ 242 , which was recognized in cost of sales.

Additionally, costs totaling $ 9 are included in the “Prepaid expenses and other current assets” line item of the Company’s condensed consolidated financial statements at September 30, 2025.

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 also incurred other miscellaneous administrative costs related to the credits in the amount of $ 64 , which have been recorded as cost of sales.

Additionally, costs totaling $ 28 are included in the “Prepaid expenses and other current assets” line item of the Company’s condensed consolidated financial statements at June 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 September 30, 2024.

NOTE 7 — 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 0 to 2 years.

As of June 30, 2025 and December 31, 2024 , the cost basis, accumulated amortization and net book value of intangible assets were as follows:

June 30, 2025

During the third quarter of 2025, the Company identified a triggering event associated with operating losses within the Gearing segment during the nine months ended September 30, 2025.

The Company relied upon an undiscounted cash flow analysis and concluded that no impairment to this asset group was indicated as of September 30, 2025.

As of September 30, 2025 and December 31, 2024 , the cost basis, accumulated amortization and net book value of intangible assets were as follows:

September 30, 2025

December 31, 2024

5 unchanged sentences

$ 25,078 $ ( 16,580 ) $ ( 7,592 ) $ 906 1.9 $ 25,078 $ ( 16,083 ) $ ( 7,592 ) $ 1,403 2.5

As of June 30, 2025 , estimated future amortization expense was as follows:

As of September 30, 2025 , estimated future amortization expense was as follows:

NOTE 8 — ACCRUED LIABILITIES

Accrued liabilities as of June 30, 2025 and December 31, 2024 consisted of the following:

Accrued liabilities as of September 30, 2025 and December 31, 2024 consisted of the following:

September 30,

Accrued payroll and benefits

$ 2,135 $ 2,968

Accrued property taxes

6 unchanged sentences

Total accrued liabilities

$ 3,466 $ 3,605

NOTE 9 — DEBT AND CREDIT AGREEMENTS

The Company’s outstanding debt balances as of June 30, 2025 and December 31, 2024 consisted of the following:

The Company’s outstanding debt balances as of September 30, 2025 and December 31, 2024 consisted of the following:

September 30,

Line of credit

8 unchanged sentences

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

Net deferred financing costs related to the 2022 Credit Facility which primarily relate to the revolving credit loan, were $ 217 at June 30, 2025, which is net of accumulated amortization of $ 303 .

Net deferred financing costs related to the 2022 Credit Facility which primarily relate to the revolving credit loan, were $ 191 at September 30, 2025, which is net of accumulated amortization of $ 329 .

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 June 30, 2025 and December 31, 2024.

These costs are included in the “Other assets” line item of the Company’s condensed consolidated financial statements at September 30, 2025 and December 31, 2024.

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

3 unchanged sentences

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.

On September 22, 2025, the Company executed Amendment No.

3 to Credit Agreement which reduced the monthly principal repayment amount payable by the Company from $ 90 for each monthly period from January 1, 2025 through and including September 1, 2025 to $ 62 for each monthly period after October 1, 2025 with the last installment being in the amount of the entire unpaid balance of the term loan.

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 June 30, 2025 , there was $ 24,671 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $ 13,831 .

As of June 30, 2025, the Company was in compliance with all financial covenants under the 2022 Credit Facility.

As of June 30, 2025, the effective interest rate of the senior secured revolving credit facility was 6.65 % and the senior secured term loan was 6.90 %.

As of September 30, 2025 , there was $ 8,988 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $ 25,583 .

As of September 30, 2025, the Company was in compliance with all financial covenants under the 2022 Credit Facility.

As of September 30, 2025, the effective interest rate of the senior secured revolving credit facility was 6.41 % and the senior secured term loan was 6.66 %.

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 %.

The Company intends to use a portion of the proceeds from the sale of its operations in Manitowoc, Wisconsin, described in Note 4 “Assets Held for Sale”, to repay approximately $ 1,600 on the outstanding senior secured term loan.

In addition, the Company had outstanding notes payable for capital expenditures in the amount of $ 1,434 and $ 1,618 as of June 30, 2025 and December 31, 2024 , respectively, with $ 383 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 June 30, 2025 and December 31, 2024 , respectively.

Prior to entering into Amendment No.

3 to Credit Agreement described above, the Company used a portion of the proceeds from the sale of its industrial fabrication operations in Manitowoc, Wisconsin, described in Note 4 “Sale of Manitowoc Industrial Fabrication Operations”, to make a mandatory repayment of $ 1,600 on the outstanding senior secured term loan.

In addition, the Company had outstanding notes payable for capital expenditures in the amount of $ 1,341 and $ 1,618 as of September 30, 2025 and December 31, 2024 , respectively, with $ 389 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 September 30, 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 six months ended June 30, 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 $ 0 and $ 29 , respectively.

During the six months ended June 30, 2025 and 2024, the Company had additional finance leases associated with property, plant, and equipment of $ 0 and $ 880 , respectively.

During the nine months ended September 30, 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 $ 182 and $ 29 , respectively.

During the nine months ended September 30, 2025 and 2024, the Company had additional finance leases associated with property, plant, and equipment of $ 0 and $ 1,376 , respectively.

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

1 unchanged sentence

The Company regularly evaluates the renewal options and includes them in the lease term when the Company is reasonably certain to exercise them.

As part of the Manitowoc Purchase Agreement described in Note 4 “Assets Held for Sale”, the Company entered into a lease termination agreement with the landlord of the Manitowoc facility and paid a termination fee of $ 98 .

As part of the Manitowoc Purchase Agreement described in Note 4 “Sale of Manitowoc Industrial Fabrication Operations”, the Company entered into a lease termination agreement with the landlord of the Manitowoc facility and paid a termination fee of $ 98 .

In conjunction with the lease termination, the Company reduced the operating lease right-of-use assets and related operating lease obligations to zero.

Additionally, the Company recognized a gain in the amount of $ 238 , which represents the difference between the operating lease right-of-use assets of $ 3,903 and the operating lease obligations of $ 4,141 .

The gain, related termination fee, and related closing costs incurred through June 30, 2025 are included in the “Selling, general, and administrative” line item of the Company’s condensed consolidated statements of operations as of June 30, 2025.

The gain, related termination fee, and related closing costs incurred through September 30, 2025 are included in the “Gain on sale of Manitowoc industrial fabrication operations” line item of the Company’s condensed consolidated statements of operations as of September 30, 2025.

As part of the Manitowoc Purchase Agreement, the Buyer entered into a new lease agreement with the landlord for the Manitowoc facility and the Company entered into a sublease with the Buyer.

The term of the sublease commenced on June 4, 2025, and expires on the earlier of (i) midnight on August 31, 2025, ( ii) the date that the Company vacates the facility, or (iii) the termination of the Manitowoc Purchase Agreement.

As the term of the sublease is less than one year, the Company has elected to not record the related operating lease right-of-use assets and operating lease liabilities on the Company’s condensed consolidated balance sheets as of June 30, 2025 and has elected to expense such costs.

In the event that the Buyer’s lease is terminated prior to the closing of the sale, the Company’s leases will be automatically reinstated as of the termination date and the sublease will be terminated as of the termination date.

The Company believes that there is low likelihood for the Buyer’s lease to be terminated prior to the closing of the sale.

The term of the sublease commenced on June 4, 2025 and expired on September 8, 2025.

As the term of the sublease is less than one year, the Company has elected to not record the related operating lease right-of-use assets and operating lease liabilities on the Company’s condensed consolidated balance sheets as of September 30, 2025 and has elected to expense such costs.

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Components of lease cost

19 unchanged sentences

$ 1,490 $ 1,520 $ 4,254 $ 4,575

Supplemental cash flow information related to our operating leases is as follows for the six months ended June 30, 2025 and 2024:

Supplemental cash flow information related to our operating leases is as follows for the nine months ended September 30, 2025 and 2024:

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

6 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 June 30, 2025 , future minimum lease payments under finance leases and operating leases were as follows:

As of September 30, 2025 , future minimum lease payments under finance leases and operating leases were as follows:

$ 1,237 $ 663 $ 1,900

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 June 30, 2025 , the Company has a full valuation allowance recorded against deferred tax assets.

During the six months ended June 30, 2025 , the Company recorded a provision for income taxes of $ 69 , compared to a provision for income taxes of $ 92 during the six months ended June 30, 2024 .

As of September 30, 2025 , the Company has a full valuation allowance recorded against deferred tax assets.

During the nine months ended September 30, 2025 , the Company recorded a provision for income taxes of $ 96 , compared to a provision for income taxes of $ 133 during the nine months ended September 30, 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.

4 unchanged sentences

federal and state jurisdictions.

As of June 30, 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 September 30, 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.

14 unchanged sentences

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 June 30, 2025 , the Company had no unrecognized tax benefits.

As of September 30, 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 June 30, 2025 .

The Company had no accrued interest and penalties as of September 30, 2025 .

NOTE 13 — SHARE-BASED COMPENSATION

There was no stock option activity during the six months ended June 30, 2025 and June 30, 2024 and no stock options were outstanding as of June 30, 2025 or June 30, 2024.

The following table summarizes the Company’s restricted stock unit and performance award activity during the six months ended June 30, 2025 :

There was no stock option activity during the nine months ended September 30, 2025 and September 30, 2024 and no stock options were outstanding as of September 30, 2025 or September 30, 2024.

The following table summarizes the Company’s restricted stock unit and performance award activity during the nine months ended September 30, 2025 :

Weighted Average

4 unchanged sentences

( 547,066 ) $ 2.67

Unvested as of June 30, 2025

( 108,550 ) $ 2.63

Unvested as of September 30, 2025

789,398 $ 2.45

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

For the six months ended June 30, 2025 and 2024, 169,390 and 46,668 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 six months ended June 30, 2025 and 2024 , as follows:

Six Months Ended June 30,

For the nine months ended September 30, 2025 and 2024, 169,390 and 46,668 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, 2025 and 2024 , as follows:

Nine Months Ended September 30,

Share-based compensation expense:

47 unchanged sentences

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.

The Company has designed and manufactures a mobile, modular pressure reducing system for the compressed natural gas virtual pipeline market.

The Company manufactures components for buckets, shovels, car bodies, drill masts and other products that support mining and construction markets.

In other industrial markets, the Company provides crane components, pressure vessels, frames and other structures.

In other industrial markets, the Company provides crane components, frames and other structures.

Prospectively, in conjunction with the sale of the Manitowoc industrial fabrication operations, the Company will have annual tower production capacity of up to approximately 220 towers ( 660 tower sections) and capacity utilization of approximately 800 MW of power.

The Company provides gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including surface and underground mining, wind energy, steel, material handling, infrastructure, onshore and offshore oil and gas fracking and drilling, marine, defense, and other industrial markets.

10 unchanged sentences

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 six months ended June 30, 2025 and 2024 is as follows:

Summary financial information by reportable segment for the three and nine months ended September 30, 2025 and 2024 is as follows:

Heavy Fabrications

Industrial Solutions

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Revenues from external customers

17 unchanged sentences

799 537 120 17 — 1,473

All other expenses (1)

All other (income) expenses (1)

( 3,339 ) 2,177 1,413 636 ( 66 ) 821

5 unchanged sentences

Industrial Solutions

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Revenues from external customers

25 unchanged sentences

Industrial Solutions

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Revenues from external customers

25 unchanged sentences

Industrial Solutions

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Revenues from external customers

30 unchanged sentences

Total Assets as of

September 30,

Heavy Fabrications

18 unchanged sentences

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 six months ended June 30, 2025 and 2024 consisted of the following:

For the Six Months Ended June 30,

The activity in the accounts receivable allowance liability for the nine months ended September 30, 2025 and 2024 consisted of the following:

For the Nine Months Ended September 30,

Balance at beginning of period

Credit loss expense

Other adjustments

5 unchanged sentences

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.

There was no reserve for liquidated damages at June 30, 2025 and December 31, 2024.

There was no reserve for liquidated damages at September 30, 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