What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-13 compared with 2025-08-12 · 99 added, 90 removed, 167 unchanged (53% of the section changed)

10 unchanged sentences

Three Months Ended

Six Months Ended

Net (loss) income

Nine Months Ended

September 30,

Adjusted EBITDA (1)

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Book-to-bill (5)

We provide non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share based compensation and other stock payments, restructuring costs, impairment charges, proxy contest-related expenses, and other non-cash gains and losses) as supplemental information regarding our business performance.

We provide non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share based compensation and other stock payments, restructuring costs, impairment charges, proxy contest-related expenses, other non-cash gains and losses, and the gain from the sale of the Manitowoc industrial fabrication operations) as supplemental information regarding our business performance.

Our management uses adjusted EBITDA when it internally evaluates the performance of our business, reviews financial trends and makes operating and strategic decisions.

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We believe free cash flow is a useful measure for investors because it portrays our ability to generate cash from our business for purposes such as repaying maturing debt and funding future investments.

We have included the net proceeds from the sale of the Manitowoc industrial fabrication operations in free cash flow.

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

Our backlog at June 30, 2025 and 2024 is net of revenue recognized over time.

Our backlog at September 30, 2025 and 2024 is net of revenue recognized over time.

Backlog has been adjusted to reflect updated assumptions related to raw material pricing (which is a customer passthrough) and other variables.

Additionally, orders and backlog at June 30, 2025 have been adjusted for orders totaling $2,320 received in prior periods that we do not plan to recognize as revenue as a result of the transaction described in the Manitowoc Purchase Agreement (defined below).

Additionally, orders and backlog at September 30, 2025 have been adjusted for orders totaling $3,885 received in prior periods that we do not plan to recognize as revenue as a result of the transaction described in the Manitowoc Purchase Agreement (defined below).

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

Net (loss) income

Nine Months Ended

September 30,

Interest expense

2 unchanged sentences

Share-based compensation and other stock payments

Gain on sale of Manitowoc industrial fabrication operations

Proxy contest-related expenses

2 unchanged sentences

Capital expenditures

Net proceeds from sale of Manitowoc industrial fabrication operations

Proceeds from disposal of property and equipment

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Lower demand for our wind products, coupled with the expedited phase out of the AMP credits, would adversely impact the profitability of our Heavy Fabrications segment.

Second Quarter Overview

We received $20,956 in new orders in the second quarter, up from $18,372 in the second quarter of 2024.

Industrial Solutions orders increased by over 200% compared to the prior year quarter primarily due to an increase in demand associated with new gas turbine and aftermarket gas turbine projects.

Additionally, Gearing segment orders increased 45% versus the prior year period primarily due to improved demand from most markets served.

Partially offsetting this was a significant decrease in orders within our Heavy Fabrications segment as orders were muted as we wind down operations in our Manitowoc facility in conjunction with the pending sale of the Manitowoc facility (described below).

We recognized revenue of $39,235 in the second quarter, which was an 8% increase compared to the second quarter of 2024.Within the Heavy Fabrications segment, wind revenue increased 52% as we restarted tower production with a limited run at our Manitowoc facility and recognized increased wind repowering revenue.

This was partially offset by a decrease in industrial fabrication product line revenue as we experienced reduced shipments to mining customers.

Third Quarter Overview

We received $43,585 in new orders in the third quarter, up from $22,975 in the third quarter of 2024.

Gearing segment orders increased by 261% due to improved demand from most markets served, most notably in power generation which reflects significant orders from a leading Original Equipment Manufacturer (“OEM”) of natural gas turbines.

Industrial Solutions orders increased by 86% compared to the prior year quarter primarily due to an increase in demand associated with new gas turbine and aftermarket gas turbine projects.

Additionally, Heavy Fabrications segment orders increased by 25% due primarily to increased wind tower orders.

This increase was partially offset by a decrease in industrial fabrication product line and lower wind repowering orders as we wound down operations in Manitowoc (described below).

We recognized revenue of $44,239 in the third quarter, which was a 25% increase compared to the third quarter of 2024.

Within the Heavy Fabrications segment, wind revenue increased 57% as we completed the limited tower production run at our Manitowoc facility we began earlier in the year and recognized increased wind repowering revenue.

Industrial Solutions segment revenue increased by 37% from the prior year period primarily due to increased shipments to new gas turbine customers.

Gearing segment revenue decreased 30% relative to the comparable prior year period primarily due to reduced shipments to oil and gas (“O&G”) customers.

We recorded a net loss of $989 or ($0.04) per share in the second quarter of 2025, compared to net income of $482 or $0.02 per share in the second quarter of 2024.

Despite an increase in revenue, net income decreased due primarily to manufacturing inefficiencies experienced within the Heavy Fabrications segment and increased fixed costs to support higher production levels.

On June 4, 2025, we entered into a definitive agreement (the “Manitowoc Purchase Agreement”) with Wisconsin Heavy Fabrication, LLC to sell certain assets used in our 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.

As such, within the Heavy Fabrications segment we have only reported orders and backlog which we believe will be recorded as revenue.

Gearing segment revenue decreased 23% relative to the prior year period primarily due to reduced shipments to industrial and mining customers.

We recorded net income of $7,463 or $0.32 per share in the third quarter of 2025, compared to net income of $74 or $0.00 per share in the third quarter of 2024.

The increase was primarily due to the sale of the Manitowoc industrial fabrication operations as described below, partially offset by manufacturing inefficiencies experienced within the Heavy Fabrications segment.

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

We completed the closing of the sale on September 8, 2025 for a purchase price of $13,500 before the payment of transaction expenses and the assumption by the Buyer of certain of our liabilities.

During the three and nine months ended September 30, 2025, we 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 our condensed consolidated statement of operations.

Within the Heavy Fabrications segment, we have only reported orders and backlog which we believe will be recorded as revenue.

RESULTS OF OPERATIONS

Three months ended June 30, 2025, Compared to Three months ended June 30, 2024

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, 2025, compared to the three months ended June 30, 2024.

Three Months Ended June 30,

Three months ended September 30, 2025, Compared to Three months ended September 30, 2024

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 September 30, 2025, compared to the three months ended September 30, 2024.

Three Months Ended September 30,

Cost of sales

Operating expenses

Operating (income) expenses

Selling, general and administrative expenses

Gain on sale of Manitowoc industrial fabrication operations

Intangible amortization

Total operating expenses

Operating (loss) income

Total operating expense, net

Operating income

Other (expense) income, net

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Total other expense, net

Net (loss) income before provision for income taxes

Net income before provision for income taxes

Provision for income taxes

Net (loss) income

Revenues increased by $8,736 as compared to the prior year period primarily due to a 43% increase in revenue within our Heavy Fabrications segment.

Wind revenue increased 52% from the prior year period as we restarted tower production with a limited run at our Manitowoc facility and recognized increased wind repowering revenue.

This was partially offset by a decrease in industrial fabrication product line revenues as we experienced reduced shipments to mining customers.

Wind revenue increased 57% from the prior year period as we completed the limited tower production run we began earlier in the year at our Manitowoc facility and recognized increased wind repowering revenue.

Industrial Solutions segment revenue increased 37% from the prior year period primarily due to higher shipments to new gas turbine customers.

Gearing segment revenue decreased 30% relative to the comparable prior year period, reflective of reduced shipments to O&G customers.

Gearing segment revenue decreased 23% relative to the comparable prior year period, primarily reflective of reduced shipments to industrial and mining customers.

Despite the increase in revenue described above, gross profit decreased versus the prior year due primarily to manufacturing inefficiencies experienced within Heavy Fabrications and increased fixed costs to support higher volumes.

Operating expenses decreased from the prior year period primarily due to lower professional expenses and incentive compensation, partially offset by higher medical costs in the current year quarter.

We recorded a net loss of $989 during the three months ended June 30, 2025, compared to net income of $482 during the three months ended June 30, 2024.

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

We recorded net income of $7,463 during the three months ended September 30, 2025, compared to net income of $74 during the three months ended September 30, 2024.

This increase in net income was primarily due to the sale of the Manitowoc industrial fabrication operations, partially offset by the other factors described above.

Heavy Fabrications Segment

Three Months Ended

September 30,

Operating income

Operating margin

Within our Heavy Fabrications segment, orders decreased 97% from the prior year period as orders were muted as we wind down certain operations due to the pending sale of the Manitowoc facility.

Segment revenues increased by 27% compared to the prior year period as we restarted tower production with a limited run at our Manitowoc facility and recognized increased wind repowering revenue.

This was partially offset by a 20% decrease in industrial fabrication product line revenue as we experienced reduced shipments to mining customers.

Within our Heavy Fabrications segment, orders increased 25% from the prior year period due to increased wind tower orders.

During the third quarter, we resumed recognizing meaningful tower-related orders after receiving releases which fully satisfied the large wind tower purchase agreement announced in the first quarter of 2023.

This was partially offset by lower industrial fabrication product line and wind repowering orders as we wound down certain operations in Manitowoc.

Segment revenues increased by 43% compared to the prior year period as we completed the limited tower production run at our Manitowoc facility and recognized increased wind repowering revenue.

Heavy Fabrications segment operating income increased by $8,053 as compared to the prior year period.

The increase in operating income was primarily a result of higher segment revenue and the corresponding increase in Advanced Manufacturing Production tax credits (“AMP credits”) recognized.

This was partially offset by manufacturing inefficiencies associated with the production of a new, larger size wind tower model and restarting tower production on a limited run within our Manitowoc facility.

The increase in operating income was primarily a result of the $8,155 gain on the sale of the Manitowoc industrial fabrication operations, partially offset by manufacturing inefficiencies associated with the production of a new, larger size wind tower model.

Gearing Segment

Three Months Ended

September 30,

Operating (loss) income

Operating margin

Gearing segment orders increased 45% from the prior year period primarily due to higher demand from customers from most markets served.

Gearing revenue was down 30% relative to the prior year period reflective of reduced shipments to O&G customers.

The Gearing segment’s operating income decreased by $1,301 from the prior year period.

Gearing segment orders increased by 261% versus the prior year period primarily due to higher demand from customers from most markets served, most notably in power generation which reflects significant orders from a leading OEM of natural gas turbines.

Gearing revenues were down 23% relative to the prior year primarily reflective of reduced shipments to mining and industrial customers.

The Gearing segment’s operating loss increased by $474 from the prior year period.

This decrease was primarily attributable to lower sales in the current year period.

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Three Months Ended

September 30,

Operating income

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Segment revenues increased from the prior year period primarily due to higher shipments to new gas turbine customers.

Operating income decreased versus the prior-year period primarily as a result of a less profitable mix of product sold and increased fixed costs to support higher volumes.

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

Corporate and Other

Corporate and Other expenses increased during the three months ended June 30, 2025 compared to the prior year period primarily due to higher insurance and medical expenses, partially offset by lower employee compensation.

Six months ended June 30, 2025, Compared to Six months ended June 30, 2024

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, 2025, compared to the six months ended June 30, 2024.

Six Months Ended June 30,

Corporate and Other expenses were flat during the three months ended September 30, 2025 compared to the prior year period.

Nine months ended September 30, 2025, Compared to Nine months ended September 30, 2024

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 nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

Nine Months Ended September 30,

Cost of sales

Operating expenses

Operating (income) expenses

Selling, general and administrative expenses

Gain on sale of Manitowoc industrial fabrication operations

Intangible amortization

Total operating expenses

Operating (loss) income

Total operating expense, net

Operating income

Other expense, net

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Total other expense, net

Net (loss) income before provision for income taxes

Net income before provision for income taxes

Provision for income taxes

Net (loss) income

Revenues for the six months ending June 30, 2025, increased by $2,005 as compared to the prior year period primarily due to an increase in revenue within our Heavy Fabrications segment.

Revenues for the nine months ending September 30, 2025, increased by $10,741 as compared to the prior year period primarily due to an increase in revenue within our Heavy Fabrications segment.

Wind revenue increased 46% from the prior year period primarily due to restarting tower production with a limited run at our Manitowoc facility and increased wind repowering revenue.

Partially offsetting this was a 17% decrease in industrial fabrication product line revenues due primarily to lower sales of our Pressure Reducing Systems (“PRS”) units and reduced shipments to mining customers.

Gearing segment revenue decreased 29% compared to the prior year period, reflective of reduced shipments to O&G customers.

Industrial Solutions segment revenue decreased 10% from the prior year period primarily due to reduced shipments to aftermarket gas turbine customers, partially offset by higher shipments to new gas turbine customers.

Partially offsetting this increase were decreased industrial fabrication product line revenues as we wound down our Manitowoc operations in the third quarter, and lower sales of our Pressure Reducing Systems (“PRS”) units.

Industrial Solutions segment revenue increased 3% from the prior year period primarily due to higher shipments to new gas turbine customers, partially offset by reduced shipments to aftermarket gas turbine customers.

Gearing segment revenue decreased 27% compared to the prior year period, primarily reflective of reduced shipments to oil and gas (“O&G”) customers.

Despite the increase in revenue described above, gross profit decreased versus the prior year period due primarily to manufacturing inefficiencies experienced within Heavy Fabrications and increased fixed costs to support higher volumes.

Operating expenses decreased from the prior year period primarily due to lower incentive compensation and commission expenses in the current year period.

We recorded a net loss of $1,359 during the six months ended June 30, 2025, compared to net income of $1,992 during the six months ended June 30, 2024.

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

We recorded net income of $6,104 during the nine months ended September 30, 2025, compared to net income of $2,066 during the nine months ended September 30, 2024.

This increase in net income was primarily due to the $8,213 gain on the sale of the Manitowoc industrial fabrication operations.

Heavy Fabrications Segment

Six Months Ended

Nine Months Ended

September 30,

Operating income

Operating margin

Within our Heavy Fabrications segment, orders decreased 49% from the prior year period primarily due to a 75% decrease in industrial fabrication product line orders as we wind down certain operations in conjunction with the pending sale of the Manitowoc facility and lower demand for our PRS units.

Partially offsetting this decrease was a 92% increase in wind orders primarily due to the timing of orders associated with wind repowering projects.

Within our Heavy Fabrications segment, orders decreased 23% from the prior year period primarily due to a 77% decrease in industrial fabrication product line orders, and lower wind repowering orders, as we wound down our Manitowoc operations and experienced lower demand for our PRS units.

Partially offsetting this decrease was an increase in wind tower orders as during the third quarter we began to recognize meaningful wind tower orders again after an extended period of production against a long-term customer agreement announced in the first quarter of 2023.

Segment revenues increased by 28% compared to the prior year period primarily due to a 46% increase in wind revenue as we restarted tower production with a limited run at our Manitowoc facility and recognized increased wind repowering revenue.

This was partially offset by a 17% decrease in industrial fabrication product line revenues due to reduced shipments to mining customers and fewer shipments of our PRS units.

This was partially offset by a 16% decrease in industrial fabrication product line revenues as we wound down the Manitowoc operations and had fewer shipments of our PRS units.

Heavy Fabrications segment operating income increased by $8,403 as compared to the prior year period.

The improved operating performance was primarily a result of higher segment revenue and the corresponding increase in AMP credits recognized, partially offset by manufacturing inefficiencies associated with the production of a new, larger size wind tower model and restarting tower production on a limited run within our Manitowoc facility.

The increase was primarily a result of the sale of the Manitowoc industrial fabrication operations, higher segment revenue and the corresponding increase in AMP credits recognized, partially offset by manufacturing inefficiencies associated with the production of a new, larger size wind tower model.

Gearing Segment

Six Months Ended

Nine Months Ended

September 30,

Operating (loss) income

Operating margin

Gearing segment orders decreased 3% from the prior year period primarily due to the timing of orders from aftermarket wind customers.

Gearing segment orders increased 57% from the prior year period primarily due to significant orders from a leading OEM in the natural gas turbine segment of the power generation end-market.

Additionally, O&G orders increased from the prior year period.

Gearing revenue was down 27% relative to the prior year period reflective of reduced shipments to O&G customers.

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Industrial Solutions Segment

Six Months Ended

Nine Months Ended

September 30,

Operating income

1 unchanged sentence

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

Segment revenues decreased from the prior year period primarily due to decreased shipments to aftermarket gas turbine customers, partially offset by increased shipments to new gas turbine customers.

Operating income decreased versus the prior year period primarily as a result of lower sales and a less profitable mix of product sold.

Segment revenues increased from the prior year period primarily due to increased shipments to new gas turbine customers, partially offset by decreased shipments to aftermarket gas turbine customers.

Operating income decreased versus the prior year period primarily as a result of a less profitable mix of products sold and increased fixed costs to support higher production levels.

Corporate and Other

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

As of June 30, 2025, cash totaled $1,037, a decrease of $6,684 from December 31, 2024.

Debt and finance lease obligations at June 30, 2025 totaled $31,423.

As of June 30, 2025, we had $24,671 outstanding under the 2022 Credit Facility and had the ability to borrow up to an additional $13,831 .

As of September 30, 2025, cash totaled $1,195, a decrease of $6,526 from December 31, 2024.

Debt and finance lease obligations at September 30, 2025 totaled $15,273.

As of September 30, 2025, we had $8,988 outstanding under the 2022 Credit Facility and had the ability to borrow up to an additional $25,583 .

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 $1,434 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 our condensed consolidated financial statements as of June 30, 2025 and December 31, 2024, respectively.

We also have 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 our 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%.

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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.

No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2024 or six months ended June 30, 2025.

As of June 30, 2025, 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, 2024 or nine months ended September 30, 2025.

As of September 30, 2025, 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 six months ended June 30, 2025 and 2024:

Six Months Ended

The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2025 and 2024:

Nine Months Ended

September 30,

Total cash (used in) provided by:

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Financing activities

Net decrease in cash

Net (decrease) increase in cash

Operating Cash Flows

During the six months ended June 30, 2025, net cash used in operating activities totaled $20,498 compared to net cash used in operating activities of $3,427 during the prior year period.

The increase in net cash used in operating activities during the current year period was primarily attributable to a more significant increase in inventory, decreased proceeds from the sale of AMP credits, and an increase in cash used to fund accounts receivable in the current year period.

Partially offsetting this was an increase in accounts payable during the current year period as compared to a decrease in the prior year period.

During the nine months ended September 30, 2025, net cash used in operating activities totaled $16,242 compared to net cash used in operating activities of $986 during the prior year period.

Investing Cash Flows

During the six months ended June 30, 2025, net cash used in investing activities tot aled $2,115, comp ared to net cash used in investing activities of $2,375 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.

During the nine months ended September 30, 2025, net cash provided by investing activities tot aled $9,936, comp ared to net cash used in investing activities of $3,120 during the prior year period.

The increase in net cash provided by investing activities as compared to the prior year period was primarily due to the net proceeds received from the sale of the Manitowoc industrial fabrication operations.

Financing Cash Flows

During the six months ended June 30, 2025, net cash provided by financing activities tot aled $15,929, co mpared to net cash provided by financing activities of $5,641 during the prior year period.

The increase was primarily due to increased net borrowings under the 2022 Credit Facility in the current year period, partially offset by proceeds from long-term debt received in the prior year period.

During the nine months ended September 30, 2025, net cash used in financing activities tot aled $220, co mpared to net cash provided by financing activities of $4,391 during the prior year period.

The decrease was primarily due to decreased net borrowings under the 2022 Credit Facility in the current year period and proceeds from long-term debt received in the prior year period.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes in our critical accounting estimates during the six months ended June 30, 2025 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2024.

There have been no material changes in our critical accounting estimates during the nine months ended September 30, 2025 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2024.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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(xx) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future);

(xxi) the impact of future sales of our common stock or securities convertible into our common stock on our stock price ;

(xxii) our ability to complete the sale of our industrial fabrication operations in Manitowoc, Wisconsin (the “Manitowoc Sale”) in a timely manner, if at all;

and (xxiii) the impact that the Manitowoc Sale may have on our current plans and operations.

These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of 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.

and (xxi) the impact of future sales of our common stock or securities convertible into our common stock on our stock price.

We are under no duty to update any of these statements.

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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