What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-12 compared with 2025-11-13 · 140 added, 273 removed, 445 unchanged (48% of the section changed)

4 unchanged sentences

(in thousands, except share and per share data)

September 30,

CURRENT ASSETS:

$ 1,195 $ 7,721

Accounts receivable, net

10 unchanged sentences

Operating lease right-of-use assets

11,445 11,892

Intangible assets, net

16 unchanged sentences

Long-term operating lease obligations, net of current portion

11,132 11,252

Total long-term liabilities

7 unchanged sentences

45,000,000 shares authorized;

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

23,678,053 and 23,584,677 shares issued as of March 31, 2026, and December 31, 2025, respectively

Treasury stock, at cost, 273,937 shares as of March 31, 2026 and December 31, 2025

( 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,

Cost of sales

1 unchanged sentence

Selling, general and administrative

Gain on sale of Manitowoc industrial fabrication operations

Intangible amortization

1 unchanged sentence

Operating income

OTHER (EXPENSE) INCOME, net:

OTHER EXPENSE, net:

Interest expense, net

Total other expense, net

Net income before provision for income taxes

Net loss before provision for income taxes

Provision for income taxes

NET INCOME PER COMMON SHARE—BASIC:

NET LOSS PER COMMON SHARE—BASIC:

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC

NET INCOME PER COMMON SHARE—DILUTED:

NET LOSS PER COMMON SHARE—DILUTED:

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED

6 unchanged sentences

BALANCE, December 31, 2024

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

Share-based compensation

BALANCE, March 31, 2024

Stock issued for restricted stock

2 unchanged sentences

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

BALANCE, March 31, 2025

BALANCE, December 31, 2025

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

BALANCE, March 31, 2026

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

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)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net cash used in operating activities:

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

Depreciation and amortization expense

13 unchanged sentences

Other non-current assets and liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

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

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from line of credit, net

Proceeds from long-term debt

Payments on long-term debt

Payments for deferred financing costs

Payments on finance leases

Shares withheld for taxes in connection with issuance of restricted stock

Net cash (used in) provided by financing activities

NET (DECREASE) INCREASE IN CASH

Net cash provided by financing activities

NET INCREASE (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, 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.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2026, 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, 2025 .

The December 31, 2025 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, 2025 .

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 .

There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2026 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2025 .

Company Description

Through its subsidiaries, the Company is a precision manufacturer of structures, equipment and components for clean technology and other specialized applications.

Through its subsidiaries, the Company is a precision manufacturer of structures, equipment and components for power generation, critical infrastructure, and other specialized applications.

The Company provides technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”).

2 unchanged sentences

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

wind energy industry, which accounted for 54 % and 43 % of the Company’s revenue during the first nine months of 2025 and 2024, respectively.

wind energy industry, which accounted for 46 % and 52 % of the Company’s revenue during the first three months of 2026 and 2025, 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 September 30, 2025 totaled $ 15,273 , which includes current outstanding debt and finance leases totaling $ 7,137 .

Debt and finance lease obligations at March 31, 2026 totaled $ 14,993 , which includes current outstanding debt and finance leases totaling $ 7,974 .

The Company’s outstanding debt includes $ 4,797 outstanding from the senior secured term loan under the 2022 Credit Facility.

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.

During the three months ended March 31, 2026, the Company borrowed on the revolving line of credit and repaid a portion of such borrowings during the period.

The Company had $ 4,806 drawn on the revolving line of credit as of March 31, 2026.

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 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.

No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2025 or during the three months ended March 31, 2026.

As of March 31, 2026, 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, 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.

During the three months ended March 31, 2026 and 2025, the Company sold account receivables totaling $ 22,443 and $ 8,840 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 553 and $ 198 , 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, which could have a material adverse impact on the Company.

If assumptions regarding the Company’s production, sales and subsequent collections from certain of the Company’s large customers, 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, which could have a material adverse impact on the Company.

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.

3 unchanged sentences

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.

Reclassifications

Certain prior year amounts have been reclassified to conform to current year presentation in the condensed consolidated financial statements and the notes to the condensed consolidated financial statements.

Management’s Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period.

Significant estimates, among others, include inventory reserves, warranty reserves, impairment of long-lived assets, allowance for credit losses, health insurance reserves, and valuation allowances on deferred taxes.

Significant estimates, among others, include inventory reserves, warranty reserves, impairment of long-lived assets, allowance for credit losses, and valuation allowances on deferred taxes.

Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from these estimates.

1 unchanged sentence

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, 2025 and 2024 :

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, 2026 and 2025 :

Three Months Ended March 31,

Heavy Fabrications

$ 29,364 $ 20,600 $ 79,600 $ 62,228

7,069 9,167 20,320 27,958

Industrial Solutions

7,872 5,737 20,882 20,193

( 66 ) ( 1 ) ( 490 ) ( 808 )

$ 44,239 $ 35,503 $ 120,312 $ 109,571

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.

The Company’s revenue is 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.

A performance obligation is a promise in a contract to transfer a distinct product or service to the customer.

4 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 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.

During the three months ended March 31, 2026 and 2025, the Company recognized $ 0 and $ 216 , respectively, of revenue within the Gearing segment under terms included in bill and hold sales arrangements.

During the three months ended March 31, 2026 and 2025, 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 $ 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.

Within the Heavy Fabrications segment, the Company recognized revenue for contracts that meet over time criteria of $ 398 and $ 997 for the three months ended March 31, 2026 and 2025, 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 nine months ended September 30, 2025 and 2024 , as follows:

The following table presents a reconciliation of basic and diluted income per share for the three months ended March 31, 2026 and 2025 , as follows:

Three Months Ended

Nine Months Ended

September 30,

Basic income per share calculation:

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

Basic loss per share calculation:

Weighted average number of common shares outstanding

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

Basic net income per share

$ 0.32 $ 0.00 $ 0.27 $ 0.09

Diluted income per share calculation:

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

Basic net loss per share

Diluted loss per share calculation:

Weighted average number of common shares outstanding

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

Common stock equivalents:

Non-vested stock awards (1)

153,310 71,582 61,150 100,741

Weighted average number of common shares outstanding

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

Diluted net income per share

$ 0.32 $ 0.00 $ 0.27 $ 0.09

Diluted net loss per share

( 1 ) Restricted stock units granted and outstanding of 717,266 and 689,732 as of March 31, 2026 and 2025, respectively 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, 2026 and 2025, respectively.

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.

The sale, which was a taxable event, 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 year ended December 31, 2025, the Company recorded a gain on the sale of $ 8,200 , which is included in the “Gain on sale of Manitowoc industrial fabrication operations” line item in the Company’s consolidated statement of operations.

The Manitowoc operating results are included within the Heavy Fabrications segment.

The Company completed this sale in furtherance of its strategic objective to improve the Company’s manufacturing capacity utilization across its operations and reduce operating costs.

See Note 17, “Subsequent Event,” of these condensed consolidated financial statements for further discussion of the sale.

NOTE 5 — INVENTORIES

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

September 30,

The components of inventories as of March 31, 2026 and December 31, 2025 are summarized as follows:

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 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.

During each of the three months ended March 31, 2026 and 2025, the Company recognized gross AMP credits totaling $ 2,772 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 originally credit applied to each component produced and sold in the U.S.

The credit originally 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 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 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, 2026 and 2025.

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, 2026 and December 31, 2025.

The OBBBA also introduced new restrictions on foreign supply chains and foreign owners or investors in tax-credit-supported facilities, referred to as “Prohibited Foreign Entity” or “PFE” restrictions.

Taxpayers cannot claim AMP credits in taxable years beginning after enactment of the OBBBA if the taxpayers source from Prohibited Foreign Entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities).

AMP credits are also disallowed in taxable years beginning after enactment of the OBBBA for eligible components that receive material assistance from a PFE.

These restrictions generally took effect on January 1, 2026, and the Treasury Department is required to issue final regulations implementing them by December 31, 2026.

On February 12, 2026, the Treasury Department released interim guidance that further clarified methods for calculating material assistance and included a request for comments by March 30, 2026.

The Company cannot predict with certainty what the final guidance, or any other future guidance, will provide, or how it will impact the potential impact for the Company's AMP credits claimed in 2026 and future years.

During the three months ended March 31, 2026, 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 $ 21 , which have been recorded as 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.

Additionally, costs totaling $ 5 are included in the “Prepaid expenses and other current assets” line item of the Company’s condensed consolidated financial statements at March 31, 2026.

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 $ 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 $ 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 7 — INTANGIBLE ASSETS

Intangible assets represent the fair value assigned to definite-lived assets such as trade names and customer relationships as part of the Company’s acquisition of Brad Foote completed in 2007 as well as the noncompetition agreements, trade names and customer relationships that were part of the Company’s acquisition of Red Wolf Company, LLC completed in 2017.

Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 0 to 2 years.

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

Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life of 2 years.

As of March 31, 2026 and December 31, 2025 , the cost basis, accumulated amortization and net book value of intangible assets were as follows:

March 31, 2026

December 31, 2025

1 unchanged sentence

Customer relationships

$ 15,979 $ ( 8,300 ) $ ( 7,592 ) $ 87 0.3 $ 15,979 $ ( 8,103 ) $ ( 7,592 ) $ 284 1.1

9,099 ( 8,280 ) — 819 2.0 9,099 ( 7,980 ) — 1,119 2.8

Intangible assets

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

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

As of March 31, 2026 , estimated future amortization expense was as follows:

NOTE 8 — ACCRUED LIABILITIES

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

September 30,

Accrued liabilities as of March 31, 2026 and December 31, 2025 consisted of the following:

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

September 30,

The Company’s outstanding debt balances as of March 31, 2026 and December 31, 2025 consisted of the following:

Line of credit

2 unchanged sentences

current maturities

( 4,949 ) ( 1,454 )

Long-term debt, net of current maturities

$ 5,380 $ 7,742

Credit Facility

1 unchanged sentence

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 $ 191 at September 30, 2025, which is net of accumulated amortization of $ 329 .

Net deferred financing costs related to the 2022 Credit Facility which primarily relate to the revolving credit loan, were $ 146 at March 31, 2026, which is net of accumulated amortization of $ 400 .

Net deferred financing costs at December 31, 2025 were $ 165 , which is net of accumulated amortization of $ 355 .

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.

The deferred financing costs are straight-lined over the loan term and included in the “Other assets” line item of the Company’s condensed consolidated financial statements at March 31, 2026 and December 31, 2025.

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, 2022, 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.

1 to Credit Agreement and Limited Waiver which waived certain covenants under the Credit Agreement, modified the Fixed Charge Coverage Ratio, and has been superseded by subsequent amendments.

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

3 unchanged sentences

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.

On February 4, 2026, the Company executed Amendment No.

4 to the Credit Agreement which (i) amended the period for measuring the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Agreement) requirement that previously referred to each twelve month period ending January 31, 2025 through December 31, 2025 to apply instead to the each twelve month period ending January 31, 2025 through October 31, 2025, ( ii) added a new period for measuring the Fixed Charge Coverage Ratio requirement for the twelve month period ending November 30, 2025, in the range of 0.75 to 1.0 (iii) amended the Fixed Charge Coverage Ratio requirement for the period from January 31, 2026 through December 31, 2026 from the range of 1.1 to 1.0 to 0.75 to 1.0 , and (iv) excludes certain designated capital expenditures from the definition of Unfinanced Capital Expenditures (as defined in the 2022 Credit Agreement) which amounts are then subtracted from EBITDA in the calculation of the Fixed Charge Coverage Ratio and (v) the Company agreed to maintain minimum excess availability under the Credit Agreement equal to or greater than 25 % of the revolving loan limit under the Credit Agreement.

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, 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 March 31, 2026 , there was $ 9,603 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $ 15,436 , after considering the requirement to maintain minimum excess availability under the Credit Agreement equal to or greater than 25 % of the revolving loan limit thereunder.

As of March 31, 2026, the Company was in compliance with all financial covenants under the 2022 Credit Facility.

As of March 31, 2026, the effective interest rate of the senior secured revolving credit facility was 5.63 % and the senior secured term loan was 6.13 %.

As of December 31, 2025, the effective interest rate of the senior secured revolving credit facility was 5.77 % and the effective rate of the senior secured term loan was 6.27 %.

1 unchanged sentence

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 repayment was made during September 2025.

Subsequent to the end of the quarter, on April 30, 2026, in addition to the normal required progress payments, the Company made an additional repayment of $ 1,420 on the outstanding senior secured term loan under the 2022 Credit Facility in conjunction with the sale of the Abilene industrial fabrication facility.

See Note 17, “Subsequent Event” of these condensed consolidated financial statements for more details about the sale of the Abilene industrial fabrication facility.

In addition, the Company had outstanding notes payable for capital expenditures in the amount of $ 1,150 and $ 1,247 as of March 31, 2026 and December 31, 2025 , respectively, with $ 402 and $ 396 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, 2026 and December 31, 2025 , 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, 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.

During the three months ended March 31, 2026 and 2025, 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 $ 1,034 , respectively.

During the three months ended March 31, 2026 and 2025, the Company had no additional finance leases associated with property, plant, and equipment.

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 “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 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 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.

During 2025, the Company executed a lease amendment that extended the term of the Gearing facility lease and reduced the amount of square footage leased.

These lease provisions are effective December 1, 2026.

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

$ 310 $ 356 $ 931 $ 1,084

Interest on finance lease liabilities

97 112 315 340

Total finance lease costs

407 468 1,246 1,424

Operating lease cost components:

Operating lease cost

494 676 1,895 2,021

Short-term lease cost

321 40 692 140

Variable lease cost (1)

319 386 691 1,139

Sublease income

( 51 ) ( 50 ) ( 270 ) ( 149 )

Total operating lease costs

1,083 1,052 3,008 3,151

Total lease cost

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

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

Supplemental cash flow information related to our operating leases is as follows for the three months ended March 31, 2026 and 2025:

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

Operating cash outflow from operating leases

$ 2,393 $ 2,518

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

$ 1,237 $ 663 $ 1,900

1,508 2,681 4,189

1,212 2,383 3,595

952 2,386 3,338

526 2,350 2,876

As of March 31, 2026 , future minimum lease payments under finance leases and operating leases were as follows:

2031 and thereafter

— 4,618 4,618

Total lease payments

5,435 15,081 20,516

Less—portion representing interest

( 491 ) ( 3,538 ) ( 4,029 )

Present value of lease obligations

4,944 11,543 16,487

Less—current portion of lease obligations

( 2,188 ) ( 1,687 ) ( 3,875 )

Long-term portion of lease obligations

$ 2,756 $ 9,856 $ 12,612

NOTE 11 — FAIR VALUE MEASUREMENTS

14 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, 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 .

As of March 31, 2026 , the Company has a full valuation allowance recorded against deferred tax assets.

During the three months ended March 31, 2026 , the Company recorded a provision for income taxes of $ 74 , compared to a provision for income taxes of $ 36 during the three months ended March 31, 2025 .

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 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 March 31, 2026 , 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, 2025 , the Company had federal and unapportioned state net operating loss (“NOL”) carryforwards of $ 298,182 of which $ 227,519 will generally begin to expire in 2027.

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

As of March 31, 2026 , 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, 2025 .

The Company had no accrued interest and penalties as of March 31, 2026 .

NOTE 13 — SHARE-BASED COMPENSATION

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

Grant-Date Fair Value

Unvested as of December 31, 2024

823,808 $ 2.96

621,206 $ 1.89

( 547,066 ) $ 2.67

( 108,550 ) $ 2.63

Unvested as of September 30, 2025

789,398 $ 2.45

There was no stock option activity during the three months ended March 31, 2026 and 2025 and no stock options were outstanding as of March 31, 2026 and 2025.

Additionally, there was no restricted stock unit and performance award activity during the three months ended March 31, 2026 .

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, 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,

For the three months ended March 31, 2026 and 2025, 0 and 124,497 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, 2026 and 2025 , as follows:

Three Months Ended March 31,

Share-based compensation expense:

18 unchanged sentences

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No.

2023 - 07, “Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures”, which requires additional disclosure of significant segment expenses on an annual and interim basis.

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

Refer to Note 16 “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.

2023 - 09, “Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures,” which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

This guidance will be effective for the annual periods beginning the year ended December 31, 2025.

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

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No.

2024 - 03,“Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

2 unchanged sentences

The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update No.

2025 - 06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software,” which modifies guidance on internal-use software costs to reflect current development practices and improve operability.

The standard eliminates the project stages model and replaces with a principles based recognition threshold.

This guidance is effective for annual periods beginning after December 15, 2027.

The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update No.

2025 - 10, “Government Grants (Topic 832 ):

Accounting for Government Grants Received by Business Entities,” which provides guidance on the recognition, measurement and presentation of government grants.

This guidance will be effective for annual periods beginning after December 15, 2028.

The Company is currently evaluating the impact that the updated guidance will have on its consolidated financial statements.

NOTE 16— SEGMENT REPORTING

3 unchanged sentences

Heavy Fabrications

The Company provides large, complex and precision fabrications to customers in a broad range of industrial markets.

The Company provides large, complex and precision fabrications to customers;

historically in a broad range of industrial markets.

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

wind energy industry, although it has diversified into other industrial markets in order to improve capacity utilization, reduce customer concentrations, and reduce exposure to uncertainty related to governmental policies currently impacting the U.S.

wind energy industry.

Within the U.S.

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 1.7 GW of power.

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, 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.

The Company has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and OEM applications for a century.

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

The Company streamlined its operations within this segment during the year ended December 31, 2025, selling its industrial fabrication operations in Manitowoc, Wisconsin and consolidating its remaining segment operations to the Company’s production facility in Abilene, Texas.

The Abilene facility has an annual wind tower production capacity of up to approximately 220 towers ( 660 tower sections), sufficient to support turbines generating more than 800 MW of power (assuming a 3 MW tower).

The Company’s Heavy Fabrications operations also manufacture a proprietary mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market.

The Company provides gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including:

power generation, onshore and offshore oil and gas fracking and drilling, material handling, wind energy, surface and underground mining, steel, infrastructure, marine, defense, and other industrial markets.

The Company has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and Original Equipment Manufacturers (“OEM”) applications for a century.

The Company uses an integrated manufacturing process, which includes machining and finishing processes in addition to gearbox repair in Cicero, Illinois, and heat treatment and gearbox repair in Neville Island, Pennsylvania.

1 unchanged sentence

The Company provides supply chain solutions, light fabrication, inventory management and kitting and assembly services, primarily serving the combined cycle natural gas turbine market.

The Company has recently expanded into the U.S.

wind power generation market, by providing tower internals kitting solutions for on-site installations, as OEMs domesticate their supply chain due to lead time and reliability issues.

The Company also supports the U.S.

wind repowering and solar power generation market via their manufacturing and kitting capabilities as OEMs domesticate their supply chain due to lead time and reliability issues.

The Company leverages a global supply chain to provide instrumentation and controls, valve assemblies, sensor devices, fuel system components, electrical junction boxes and wiring, and electromechanical devices.

3 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 nine months ended September 30, 2025 and 2024 is as follows:

Heavy Fabrications

Industrial Solutions

For the Three Months Ended September 30, 2025

Revenues from external customers

$ 29,364 $ 7,003 $ 7,872 $ — $ — $ 44,239

Intersegment revenues

— 66 — — ( 66 ) —

29,364 7,069 7,872 — ( 66 ) 44,239

Direct materials

18,440 1,355 4,710 — * 24,505

4,481 1,438 * — — 5,919

Indirect labor

2,781 1,162 611 — — 4,554

Variable overhead

* 952 573 — — 1,525

( 4,081 ) — — — — ( 4,081 )

Salaries and benefits

* * * 657 — 657

Share-based compensation

* * * 152 — 152

Depreciation and amortization

799 537 120 17 — 1,473

All other (income) expenses (1)

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

Operating income (loss)

10,283 ( 552 ) 445 ( 1,462 ) — 8,714

Capital expenditures

341 44 85 — — 470

Summary financial information by reportable segment for the three months ended March 31, 2026 and 2025 is as follows:

Heavy Fabrications

Industrial Solutions

For the Three Months Ended September 30, 2024

Revenues from external customers

$ 20,600 $ 9,167 $ 5,736 $ — $ — $ 35,503

Intersegment revenues

— — 1 — ( 1 ) —

20,600 9,167 5,737 — ( 1 ) 35,503

Direct materials

12,026 2,427 3,310 — * 17,763

2,627 1,388 * — — 4,015

Indirect labor

2,554 1,195 418 — — 4,167

Variable overhead

* 1,099 501 — — 1,600

( 2,905 ) — — — — ( 2,905 )

Salaries and benefits

* * * 677 — 677

Share-based compensation

* * * 169 — 169

Depreciation and amortization

999 534 109 29 — 1,671

All other expenses (1)

3,069 2,602 937 561 ( 1 ) 7,168

Operating income (loss)

2,230 ( 78 ) 462 ( 1,436 ) — 1,178

Capital expenditures

588 123 24 10 — 745

Heavy Fabrications Gearing

Industrial Solutions

For the Nine Months Ended September 30, 2025

For the Three Months Ended March 31, 2026

Revenues from external customers

2 unchanged sentences

16,367 8,454 9,236 — — 34,057

79,600 20,320 20,882 — ( 490 ) 120,312

Direct materials

18 unchanged sentences

1,792 946 24 16 — 2,778

Heavy Fabrications Gearing

Heavy Fabrications

Industrial Solutions

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Revenues from external customers

30 unchanged sentences

Total Assets as of

September 30,

Heavy Fabrications

6 unchanged sentences

$ 117,968 $ 116,805

NOTE 17 — SUBSEQUENT EVENT

Subsequent to the quarter end, on April 30, 2026, ( the “Closing Date”) Broadwind Heavy Fabrications, Inc.

(“BHF”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Freeman Enclosure Systems, LLC (the “Buyer”), a wholly-owned subsidiary of IES Holdings, Inc., pursuant to which BHF sold the real property and certain assets contained therein which comprise the Seller’s production facility located in Abilene, Texas (the “Facility”), including equipment, machinery, other personal property, specified service contracts, and permits (collectively, the “Purchased Assets”), to the Buyer for an aggregate purchase price of up to $ 19,500 in cash, subject to certain purchase price adjustments, (the “Transaction”).

On the Closing Date, BHF also entered into a short term lease agreement with the Buyer, pursuant to which (a) BHF leased the Facility and the Purchased Assets back from the Buyer for a nominal below-market rent for a term that is expected to end on September 5, 2026 and (b) the Buyer received an option to purchase certain excluded manufacturing equipment located in the Facility at a future date (the “Lease”).

A portion of the purchase price, $ 1,000 (the “Escrow Payment”), was delivered into escrow by the Buyer upon closing of the Transaction.

The Escrow Payment will be held in escrow pursuant to the terms of an Escrow Agreement by and among the Seller, the Buyer and Centennial Title, LLC, as the escrow agent, and will be released to BHF when BHF vacates the Facility at the end of the Lease term, subject to certain adjustments and allocations as set forth in the Lease.

The Purchase Agreement contains customary representations, warranties and covenants of BHF and the Buyer.

BHF’s representations and warranties survive until the later of the 90 day anniversary of the Closing Date or the date on which BHF turns over possession of the Facility under the Lease.

The Purchase Agreement also contains customary covenants and agreements by and among the parties, as well as customary mutual indemnification obligations.

On April 30, 2026, in addition to the normal required progress payments, the Company made a repayment of $ 1,420 on the outstanding senior secured term loan under the 2022 Credit Agreement in conjunction with the sale of the Abilene production facility.

The Company expects the sale of the Facility along with the disposition of Manitowoc to meet discontinued operations reporting criteria in the second quarter of 2026 and the Company has determined that the sale represents a strategic shift for the Company that will have a major effect on the Company’s operations.

As such, the results of operations of the wind business within the Company’s Heavy Fabrications segment will be reclassified to discontinued operations on the condensed consolidated statements of operations and retrospectively for all periods presented beginning in the second quarter of 2026.

In addition, the assets and liabilities will be presented separately on the Company’s condensed consolidated balance sheets for both current and prior periods beginning in the second quarter of 2026.

NOTE 18 — COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

Allowance for Credit Losses

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

The Company assesses and records 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.

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

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, 2025 and 2024 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, 2026 and 2025 consisted of the following:

For the Three Months Ended March 31,

Balance at beginning of period

Credit loss expense

Other adjustments

Balance at end of period

4 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 September 30, 2025 and December 31, 2024.

There was no reserve for liquidated damages at March 31, 2026 and December 31, 2025.

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