What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-12 compared with 2025-11-13 · 92 added, 154 removed, 112 unchanged (69% of the section changed)

10 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Adjusted EBITDA (1)

5 unchanged sentences

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, 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.

We provide non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share based compensation and other stock payments, restructuring costs, impairment charges, 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 September 30, 2025 and 2024 is net of revenue recognized over time.

Our backlog at March 31, 2026 and 2025 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 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.

1 unchanged sentence

Three Months Ended

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

Adjusted EBITDA

1 unchanged sentence

Capital expenditures

Net proceeds from sale of Manitowoc industrial fabrication operations

Proceeds from disposal of property and equipment

Free Cash Flow

The One Big Beautiful Bill Act (the “OBBBA”), which was signed into law on July 4, 2025, eliminates AMP credits for components produced and sold after December 31, 2027.

The OBBBA which was signed into law on July 4, 2025, eliminates AMP credits for components produced and sold after December 31, 2027.

The OBBBA shortened the time period in which we could benefit from the AMP credits, which could have a material adverse effect on our business in the near term.

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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.

Third Quarter Overview

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

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.

We cannot predict with certainty what the final guidance, or any other future guidance, will provide, or how the guidance might impact our AMP credits claimed in 2026 and future years.

Subsequent to the quarter end, on April 30, 2026, Broadwind Heavy Fabrications, Inc.

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

We expect the sale of the Facility along with the disposition of Manitowoc to meet discontinued operations reporting criteria in the second quarter of 2026 and have determined that the sale represents a strategic shift for us that will have a major effect on our operations.

As such, the results of operations of the wind business within the Heavy Fabrications segment will be reclassified to discontinued operations on our 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 our condensed consolidated balance sheets for both current and prior periods beginning in the second quarter of 2026.

First Quarter Overview

We received $37,422 in new orders in the first quarter, up from $30,455 in the first quarter of 2025.

Gearing segment orders increased by 66% 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 44% 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 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.

Additionally, wind tower orders within the Heavy Fabrications segment increased significantly as we recognized meaningful wind tower orders again after an extended period of production against a long-term customer agreement announced in the first quarter of 2023.

These increases were partially offset by lower wind repowering orders, as well as lower industrial fabrication product line orders attributable to the wind down of our operations in Manitowoc.

We recognized revenue of $34,057 in the first quarter, which was an 8% decrease compared to the first quarter of 2025.

Within the Heavy Fabrications segment, revenues associated with wind repowering, the Manitowoc industrial fabrication product line and pressure reducing system (“PRS ”) units decreased in the current year period.

Industrial Solutions segment revenue increased by 64% from the prior year period primarily due to increased shipments to aftermarket gas turbine customers.

Gearing segment revenue increased 42% relative to the prior year period primarily due to increased shipments to power generation and mining customers.

We recorded a net loss of $495 or $0.02 per share in the first quarter of 2026, compared to a net loss of $370 or $0.02 per share in the first quarter of 2025.

The increase was primarily due to lower sales and manufacturing inefficiencies experienced early in the first quarter within the Heavy Fabrications segment, partially offset by higher sales in the Gearing and Industrial Solutions segments.

RESULTS OF OPERATIONS

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,

Three months ended March 31, 2026, Compared to Three months ended March 31, 2025

The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Three Months Ended March 31,

Cost of sales

Operating (income) expenses

Operating expenses

Selling, general and administrative expenses

Gain on sale of Manitowoc industrial fabrication operations

Intangible amortization

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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

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 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 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.

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.

Revenues decreased by $2,781 as compared to the prior year period primarily due to a 35% decrease in revenue within our Heavy Fabrications segment.

This decrease was largely attributable to lower industrial fabrication product line revenues reflective of the wind down of the Manitowoc, Wisconsin operations.

Wind repowering and PRS revenues also decreased.

Partially offsetting this decrease was a 64% increase in Industrial Solutions segment revenue primarily due to higher shipments to aftermarket gas turbine customers.

Gearing segment revenue increased 42% primarily reflective of increased shipments to power generation and mining customers.

Despite the overall decrease in revenue described above, gross profit increased versus the prior year due primarily to higher sales within the Gearing and Industrial Solutions segments, partially offset by manufacturing inefficiencies experienced early in the first quarter within the Heavy Fabrications segment.

We recorded a net loss of $495 during the three months ended March 31, 2026, compared to a net loss of $370 during the three months ended March 31, 2025.

This increase in net loss was primarily due to an increase in interest expense.

Heavy Fabrications Segment

Three Months Ended

September 30,

Operating income

Operating margin

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 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.

Heavy Fabrications segment orders decreased 22% from the prior year period reflective of lower wind repowering and industrial fabrication product line orders as we wound down operations in Manitowoc, partially offset by an increase in wind tower orders as we recognized 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 decreased by 35% compared to the prior year period due to lower wind repowering and industrial fabrication product line revenues, as well as lower PRS unit shipments.

Heavy Fabrications segment operating income decreased by $1,454 as compared to the prior year period.

The decrease in operating income was primarily a result of lower sales and manufacturing inefficiencies associated with a raw material supply issue experienced early in the first quarter.

Gearing Segment

Three Months Ended

September 30,

Operating (loss) income

Operating loss

Operating margin

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.

Gearing segment orders increased by 66% versus the prior year period primarily due to higher demand from customers in most markets served, most notably in power generation which reflects significant orders from a leading OEM of natural gas turbines.

Gearing revenues were up 42% relative to the prior year primarily reflective of increased shipments to power generation and mining customers.

The Gearing segment’s operating loss decreased by $835 from the prior year period.

This decrease was primarily attributable to higher sales in the current year period, partially offset by the absence of a favorable property tax adjustment recognized in the prior year period.

Industrial Solutions Segment

Three Months Ended

September 30,

Operating income

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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 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 subcontracted manufacturing costs.

Corporate and Other

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 (income) expenses

Selling, general and administrative expenses

Gain on sale of Manitowoc industrial fabrication operations

Intangible amortization

Total operating expense, net

Operating income

Other expense, net

Interest expense, net

Total other expense, net

Net income before provision for income taxes

Provision for income taxes

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 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.

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

Nine Months Ended

September 30,

Operating income

Operating margin

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 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 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

Nine Months Ended

September 30,

Operating (loss) income

Operating margin

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.

The Gearing segment’s operating income decreased by $2,692 from the prior year period.

This decrease was primarily attributable to lower sales, partially offset by a favorable $482 property tax adjustment in the current year period.

Industrial Solutions Segment

Nine Months Ended

September 30,

Operating income

Operating margin

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 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.

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

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

Corporate and Other

Corporate and Other expenses decreased compared to the prior year period primarily due to lower employee compensation, partially offset by higher medical costs in the current year period.

Corporate and Other expenses increased during the three months ended March 31, 2026 compared to the prior year period primarily due to higher self-insured medical expenses.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

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

As of 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 .

As of March 31, 2026, cash totaled $943 , an increase of $487 from December 31, 2025.

Debt and finance lease obligations at March 31, 2026 totaled $14,993.

As of March 31, 2026, we had $9,603 outstanding under the 2022 Credit Facility and had the ability to borrow up to 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.

On April 30, 2026, in addition to the normal required progress payments, we 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.

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 $1,341 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.

We also have outstanding notes payable for capital expenditures in the amount of $1,150 and $1,618 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 our 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%.

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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 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.

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

As of March 31, 2026, 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.

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

If assumptions regarding our production, sales and subsequent collections from certain of our large customers, our 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, we may in the future encounter cash flow and liquidity issues.

If assumptions regarding our production, sales and subsequent collections from certain of our large customers, as well as receipt of customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, we may in the future encounter cash flow and liquidity issues.

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

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Sources and Uses of Cash

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:

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025:

Three Months Ended

Total cash provided by (used in):

Operating activities

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Financing activities

Net (decrease) increase in cash

Net increase (decrease) in cash

Operating Cash Flows

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.

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 compared to a source of cash in the prior year period.

During the three months ended March 31, 2026, net cash provided by operating activities totaled $2,905 compared to net cash used in operating activities of $8,037 during the prior year period.

The increase in net cash provided by operating activities during the current year period was primarily attributable to the absence of a significant decrease in customer deposits and a less significant increase in inventory in the current year period.

This was partially offset by a less significant increase in accounts payable in the current year period.

Investing Cash Flows

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.

During the three months ended March 31, 2026, net cash used in investing activities tot aled $2,688, comp ared to net cash used in investing activities of $916 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 a net increase in purchases of property and equipment.

Financing Cash Flows

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.

During the three months ended March 31, 2026, net cash provided by financing activities tot aled $270, co mpared to net cash provided by financing activities of $2,436 during the prior year period.

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

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes in our critical accounting estimates during the 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.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following:

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

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

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

(iv) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow;

(v) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary;

(vi) our ability to continue to grow our business organically and through acquisitions;

(vii) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows;

(viii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security;

(ix) the sufficiency of our liquidity and alternate sources of funding, if necessary;

(x) our ability to realize revenue from customer orders and backlog (including our ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer);

(xi) the economy and the potential impact it may have on our business, including our customers;

(xii) the state of the wind energy market and other energy and industrial markets generally, including the availability of tax credits, and the impact of competition and economic volatility in those markets;

(xiii) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities;

(xiv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers;

(xv) the effects of the change of administrations in the U.S.

(i) the impact of our sale of the Abilene, Texas production facility and its effect on our financial results, (ii) our expectations and beliefs with respect to the Company’s financial guidance as set forth in our press releases from time to time, (iii) the impact of global health concerns on the economies and financial markets and the demand for our products;

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

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

(vi) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow;

(vii) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary;

(viii) our ability to continue to grow our business organically and through acquisitions;

(ix) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows;

(x) information technology failures, network disruptions, cybersecurity attacks or breaches in data security;

(xi) the sufficiency of our liquidity and alternate sources of funding, if necessary;

(xii) our ability to realize revenue from customer orders and backlog;

(xiii) the economy and the potential impact it may have on our business, including our customers;

(xiv) the state of the wind energy market and other energy and industrial markets generally, including the availability of tax credits, and the impact of competition and economic volatility in those markets;

(xv) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities;

(xvi) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers;

(xvii) the effects of the change of administrations in the U.S.

federal government;

(xvi) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions;

(xvii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended;

(xviii) the effects of proxy contests and actions of activist stockholders;

(xix) the limited trading market for our securities and the volatility of market price for our securities;

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

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

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 the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025.

(xviii) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions;

(xix) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended;

(xx) the effects of proxy contests and actions of activist stockholders;

(xxi) the limited trading market for our securities and the volatility of market price for our securities;

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

and (xxiii) 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.

4 unchanged sentences

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