5 unchanged sentences
CURRENT ASSETS:
+Added: Cash and cash equivalents
+Added: $ 17,043 $ 457
Accounts receivable, net
16,991 11,198
−Removed: AMP credit receivable
−Removed: Contract assets
28,204 28,147
Prepaid expenses and other current assets
+Added: Current assets - discontinued operations
+Added: 13,147 22,405
Total current assets
6 unchanged sentences
Intangible assets, net
+Added: Long-term assets - discontinued operations
$ 112,173 $ 116,805
6 unchanged sentences
Accounts payable
−Removed: 17,613 17,357
Accrued liabilities
Customer deposits
+Added: Current liabilities - discontinued operations
Total current liabilities
5 unchanged sentences
13,629 11,252
+Added: Long-term liabilities - discontinued operations
Total long-term liabilities
7 unchanged sentences
45,000,000 shares authorized;
−Removed: 23,678,053 and 23,584,677 shares issued as of March 31, 2026, and December 31, 2025, respectively
−Removed: Treasury stock, at cost, 273,937 shares as of March 31, 2026 and December 31, 2025
+Added: 23,931,310 and 23,584,677 shares issued as of June 30, 2026, and December 31, 2025, respectively
+Added: Treasury stock, at cost, 273,937 shares as of June 30, 2026 and December 31, 2025
( 1,842 ) ( 1,842 )
12 unchanged sentences
(in thousands, except per share data)
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
Cost of sales
3 unchanged sentences
Total operating expense, net
−Removed: Operating income
+Added: Operating loss
OTHER EXPENSE, net:
3 unchanged sentences
Provision for income taxes
−Removed: NET LOSS PER COMMON SHARE—BASIC:
−Removed: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC
−Removed: NET LOSS PER COMMON SHARE—DILUTED:
−Removed: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED
+Added: LOSS FROM CONTINUING OPERATIONS
+Added: INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX
+Added: NET (LOSS) INCOME PER COMMON SHARE—BASIC AND DILUTED:
+Added: Loss from continuing operations
+Added: Income from discontinued operations
+Added: WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC AND DILUTED
The accompanying notes are an integral part of these condensed consolidated financial statements.
10 unchanged sentences
BALANCE, March 31, 2025
+Added: Stock issued for restricted stock
+Added: Stock issued under defined contribution 401(k) retirement savings plan
+Added: Share-based compensation
+Added: Shares withheld for taxes in connection with issuance of restricted stock
+Added: BALANCE, June 30, 2025
BALANCE, December 31, 2025
+Added: Stock issued for restricted stock
Stock issued under defined contribution 401(k) retirement savings plan
Share-based compensation
+Added: Shares withheld for taxes in connection with issuance of restricted stock
BALANCE, March 31, 2026
+Added: Stock issued for restricted stock
+Added: Stock issued under defined contribution 401(k) retirement savings plan
+Added: Share-based compensation
+Added: Shares withheld for taxes in connection with issuance of restricted stock
+Added: BALANCE, June 30, 2026
The accompanying notes are an integral part of these condensed consolidated financial statements.
3 unchanged sentences
(in thousands)
−Removed: Three Months Ended March 31,
+Added: Six Months Ended June 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
−Removed: Adjustments to reconcile net cash provided by (used in) operating activities:
+Added: $ ( 1,134 ) $ ( 1,359 )
+Added: Income from discontinued operations
+Added: Loss from continuing operations
+Added: ( 2,281 ) ( 5,226 )
+Added: Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization expense
2 unchanged sentences
Allowance for credit losses
+Added: ( 13 ) ( 16 )
Common stock issued under defined contribution 401(k) plan
2 unchanged sentences
Accounts receivable
−Removed: AMP credit receivable
−Removed: Contract assets
+Added: ( 5,780 ) ( 345 )
+Added: ( 57 ) ( 1,558 )
Prepaid expenses and other current assets
3 unchanged sentences
Other non-current assets and liabilities
−Removed: Net cash provided by (used in) operating activities
+Added: Net cash used in operating activities
+Added: ( 871 ) ( 3,516 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
+Added: ( 3,232 ) ( 431 )
Net proceeds from disposals of property and equipment
Net cash used in investing activities
+Added: ( 3,142 ) ( 430 )
CASH FLOWS FROM FINANCING ACTIVITIES:
−Removed: Proceeds from line of credit, net
+Added: (Payments on) proceeds from line of credit, net
+Added: ( 3,881 ) 17,634
Payments on long-term debt
+Added: ( 1,809 ) ( 561 )
Payments for deferred financing costs
Payments on finance leases
+Added: ( 566 ) ( 544 )
Shares withheld for taxes in connection with issuance of restricted stock
−Removed: Net cash provided by financing activities
−Removed: NET INCREASE (DECREASE) IN CASH
−Removed: CASH beginning of the period
−Removed: CASH end of the period
+Added: ( 209 ) ( 256 )
+Added: Net cash (used in) provided by financing activities
+Added: ( 6,485 ) 16,273
+Added: CASH FLOWS FROM DISCONTINUED OPERATIONS:
+Added: Net cash provided by (used in) operating cash flows
+Added: 9,223 ( 16,982 )
+Added: Net cash provided by (used in) investing cash flows
+Added: 17,015 ( 1,685 )
+Added: Net cash provided by (used in) financing cash flows
+Added: Net cash provided by (used in) discontinued operations (1)
+Added: 27,084 ( 19,010 )
+Added: Cash balance of discontinued operations, beginning of period
+Added: Cash balance of discontinued operations, end of period
+Added: NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
+Added: 16,586 ( 6,343 )
+Added: CASH AND CASH EQUIVALENTS beginning of the period
+Added: CASH AND CASH EQUIVALENTS end of the period
+Added: $ 17,043 $ 1,379
+Added: (1) Does not include intercompany financing of $4 and $441 for the six months ended June 30, 2026 and 2025, respectively.
The accompanying notes are an integral part of these condensed consolidated financial statements.
11 unchanged sentences
Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements.
−Removed: In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included.
−Removed: 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 .
+Added: In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included.
+Added: Operating results for the three and six months ended June 30, 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 .
−Removed: 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 .
+Added: In conjunction with the Abilene sale transaction (as described in Note 4, “Discontinued Operations”), the results of operations of the wind and industrial fabrication operations, including operations historically in Manitowoc, Wisconsin, are now reported as a discontinued operation and the Company has revised its segment presentation to include two reportable operating segments:
+Added: Gearing and Industrial Solutions.
+Added: The Company’s discontinued operations exclude the results of pressure reducing system (“PRS”) operations.
+Added: All current and prior period financial results have been revised to reflect these changes.
+Added: See Note 17, “Segment Reporting” of these condensed consolidated financial statements for further discussion of reportable segments.
+Added: There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 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
2 unchanged sentences
The Company’s capabilities include, but are not limited to, the following:
−Removed: heavy fabrications, welding, metal rolling, coatings, gear cutting and shaping, gearbox manufacturing and repair, heat treatment, precision machining, assembly, engineering and packaging solutions.
−Removed: The Company’s most significant presence is within the U.S.
−Removed: wind energy industry, which accounted for 46 % and 52 % of the Company’s revenue during the first three months of 2026 and 2025, respectively.
+Added: welding, coatings, gear cutting and shaping, gearbox manufacturing and repair, heat treatment, precision machining, assembly, engineering and packaging solutions.
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 7 “AMP Credits” of these condensed consolidated financial statements).
See Note 10, “Debt and Credit Agreements,” of these condensed consolidated financial statements for a description of the 2022 Credit Facility and the Company’s other debt.
−Removed: Debt and finance lease obligations at March 31, 2026 totaled $ 14,993 , which includes current outstanding debt and finance leases totaling $ 7,974 .
+Added: Debt and finance lease obligations at June 30, 2026 totaled $ 6,333 , which includes current outstanding debt and finance leases totaling $ 1,874 .
The Company’s outstanding debt includes $ 3,194 outstanding from the senior secured term loan under the 2022 Credit Facility.
−Removed: 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.
−Removed: The Company had $ 4,806 drawn on the revolving line of credit as of March 31, 2026.
+Added: During the six months ended June 30, 2026, the Company borrowed on the revolving line of credit and repaid a portion of such borrowings during the period.
+Added: The Company had no amounts drawn on the revolving line of credit as of June 30, 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.
−Removed: 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.
−Removed: 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.
+Added: No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2025 or during the six months ended June 30, 2026.
+Added: As of June 30, 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.
2 unchanged sentences
The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse.
−Removed: Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the Company’s consolidated statements of cash flows.
+Added: Cash proceeds from these agreements are reflected as operating activities included in the Company’s consolidated statements of cash flows.
Fees incurred in connection with the agreements are recorded as interest expense by the Company.
−Removed: 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.
−Removed: 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.
+Added: During the three and six months ended June 30, 2026, the Company sold account receivables totaling $ 9,207 and $ 16,366 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 207 and $ 363 , respectively.
+Added: During the three and six months ended June 30, 2025, the Company sold account receivables totaling $ 5,727 and $ 9,757 , respectively, related to supply chain financing arrangements, of which customers’ financial institutions applied discount fees totaling $ 138 and $ 238 , respectively.
+Added: 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, 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, 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.
10 unchanged sentences
Revenues are recognized when the promised goods or services are transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
−Removed: The following table presents the Company’s revenues disaggregated by revenue source for the three months ended March 31, 2026 and 2025 :
−Removed: Three Months Ended March 31,
−Removed: Heavy Fabrications
+Added: The following table presents the Company’s revenues disaggregated by revenue source for the three and six months ended June 30, 2026 and 2025 :
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
+Added: $ 9,045 $ 7,284 $ 17,499 $ 13,251
Industrial Solutions
+Added: 13,172 7,363 22,408 13,010
+Added: Corporate and Other
+Added: 2,086 274 2,342 3,555
+Added: - ( 401 ) - ( 424 )
+Added: $ 24,303 $ 14,520 $ 42,249 $ 29,392
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.
2 unchanged sentences
If applicable, the transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation.
−Removed: For substantially all wind sales within the Company’s Heavy Fabrications segment as well as certain sales within our Gearing segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition.
+Added: For substantially all wind sales as well as certain sales within our Gearing segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition.
The Company recognizes revenue under these arrangements only when there is a substantive reason for the agreement, the ordered goods are identified separately as belonging to the customer and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or to direct it to another customer.
Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.
−Removed: 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.
−Removed: 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.
−Removed: Because the projects are labor intensive, the Company uses labor hours as the input measure of progress for the applicable contracts.
−Removed: 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.
−Removed: Contract assets are recorded when performance obligations are satisfied but the Company is not yet entitled to payment.
−Removed: Contract assets represent the Company’s rights to consideration for work completed but not billed at the end of the period.
+Added: During the three and six months ended June 30, 2026, the Company did not recognize any revenue within the Gearing segment under terms included in bill and hold sales arrangements.
+Added: During the three and six months ended June 30, 2025, the Company recognized $ 221 and $ 436 , respectively, of revenue within the Gearing segment under terms included in bill and hold sales arrangements.
The Company generally expenses sales commissions when incurred.
4 unchanged sentences
NOTE 3 — NET INCOME PER SHARE
−Removed: 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:
+Added: The following table presents a reconciliation of basic and diluted income per share for the three and six months ended June 30, 2026 and 2025 , as follows:
Three Months Ended
−Removed: Basic loss per share calculation:
−Removed: Weighted average number of common shares outstanding
−Removed: Basic net loss per share
−Removed: Diluted loss per share calculation:
−Removed: Weighted average number of common shares outstanding
−Removed: Common stock equivalents:
−Removed: Non-vested stock awards (1)
+Added: Six Months Ended
+Added: Basic and diluted net loss per share calculation:
+Added: $ ( 639 ) $ ( 989 ) $ ( 1,134 ) $ ( 1,359 )
Weighted average number of common shares outstanding
−Removed: Diluted net loss per share
−Removed: ( 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.
−Removed: NOTE 4 — SALE OF MANITOWOC INDUSTRIAL FABRICATION OPERATIONS
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Manitowoc operating results are included within the Heavy Fabrications segment.
−Removed: 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.
−Removed: See Note 17, “Subsequent Event,” of these condensed consolidated financial statements for further discussion of the sale.
+Added: 23,494,159 22,773,271 23,416,365 22,568,350
+Added: Basic and diluted net loss per share
+Added: $ ( 0.03 ) $ ( 0.04 ) $ ( 0.05 ) $ ( 0.06 )
+Added: ( 1 ) Restricted stock units granted and outstanding of 627,119 as of June 30, 2026 are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company’s net loss for the three and six months ended June 30, 2026.
+Added: Restricted stock units granted and outstanding of 897,948 as of June 30, 2025 are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company’s net loss for the three and six months ended June 30, 2025.
+Added: NOTE 4 — DISCONTINUED OPERATIONS
+Added: On April 30, 2026, ( the “Closing Date”) Broadwind Heavy Fabrications, Inc.
+Added: (“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 Company’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”).
+Added: The Company received net cash proceeds of $ 17,154 on the sale of the Transaction.
+Added: 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 (the “Lease”) 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.
+Added: The Lease was entered into for the limited purpose of completing existing customer contracts, fulfilling remaining wind tower manufacturing obligations, and facilitating an orderly wind-down and transition of the wind fabrication operations.
+Added: Cash inflows and outflows associated with this continuing involvement consist primarily of operating cash flows generated from completing remaining wind tower contracts, employee-related costs, inventory liquidation activities, and other transition-related expenditures incurred through the termination of the leaseback period.
+Added: Net cash inflows associated with this continuing involvement total $ 3,116 for the period from May 1, 2026 through June 30, 2026.
+Added: The Company recorded a prepaid asset related to the below-market rent as of April 30, 2026.
+Added: The asset is being amortized over the remaining lease term and is included in the “Current assets-discontinued operations” line item of the Company’s condensed consolidated balance sheets as of June 30, 2026.
+Added: The sale of the Abilene facility resulted in a loss of $ 224 for the three and six months ended June 30, 2026 and is included in the “Income from discontinued operations, net of tax” line item in the Company’s condensed consolidated statement of operations.
+Added: The second quarter results also include a $ 1,106 charge associated with a contract dispute related to the Company’s former Heavy Fabrications segment.
+Added: This charge is included in the “Income from discontinued operations, net of tax” line item in the Company’s condensed consolidated statement of operations.
+Added: The Abilene sale transaction represented the Company’s exit from the wind and industrial fabrications business and the Company determined this was a strategic shift that will have a major effect on the Company’s operations and as a result, certain impacted operations qualified for discontinued operations treatment in the second quarter of 2026.
+Added: As a result of this analysis, the results of operations of the wind and industrial fabrication operations, including operations historically in Manitowoc, Wisconsin, have been reclassified to discontinued operations on the condensed consolidated statements of operations and retrospectively for all periods presented beginning in the second quarter of 2026.
+Added: In addition, the discontinued assets and liabilities are presented separately on the Company’s condensed consolidated balance sheets for both current and prior periods beginning in the second quarter of 2026.
+Added: The Company’s discontinued operations exclude the results of PRS operations.
+Added: Results of Discontinued Operations
+Added: Results of discontinued operations in the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2026 and 2025, were as follows:
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
+Added: $ 18,507 $ 24,715 $ 34,619 $ 46,681
+Added: Cost of sales
+Added: 15,680 21,744 29,819 40,808
+Added: Selling, general, and administrative
+Added: 2,023 755 2,524 1,631
+Added: Interest expense, net
+Added: 464 192 811 323
+Added: Other income and expense items
+Added: Income from discontinued operations, net of tax
+Added: $ 45 $ 1,993 $ 1,147 $ 3,867
+Added: Assets and Liabilities Related to Discontinued Operations
+Added: Assets and liabilities related to discontinued operations in the Company’s consolidated balance sheets as of June 30, 2026 and December 31, 2025 includes the following:
+Added: Accounts receivable, net
+Added: $ 2,626 $ 4,638
+Added: AMP credit receivable
+Added: Contract assets
+Added: Prepaid expenses and other current assets
+Added: Property and equipment, net
+Added: Total assets - discontinued operations
+Added: $ 13,147 $ 43,800
+Added: Current maturities of long-term debt
+Added: Current portion of finance lease obligations
+Added: Accounts payable
+Added: Accrued liabilities
+Added: Customer deposits
+Added: Long-term debt, net of current maturities
+Added: Total liabilities - discontinued operations
+Added: $ 8,990 $ 13,706
+Added: NOTE 5 — CASH AND CASH EQUIVALENTS
+Added: Cash and cash equivalents typically comprise cash balances and readily marketable investments with original maturities of three months or less, such as money market funds, short-term government bonds, Treasury bills, marketable securities and commercial paper.
+Added: The Company’s treasury policy is to invest excess cash in money market funds or other investments, which are generally of a short-term duration based upon operating requirements.
+Added: Income earned on these investments is recorded as interest income which is netted against interest expense in the Company’s condensed consolidated statements of operations.
+Added: The components of cash and cash equivalents as of June 30, 2026 and December 31, 2025 are summarized as follows:
+Added: Cash and cash equivalents:
+Added: $ 4,006 $ 457
+Added: Money market funds
+Added: Total cash and cash equivalents
+Added: $ 17,043 $ 457
NOTE 6 — INVENTORIES
−Removed: The components of inventories as of March 31, 2026 and December 31, 2025 are summarized as follows:
+Added: The components of inventories as of June 30, 2026 and December 31, 2025 are summarized as follows:
Raw materials
+Added: $ 14,562 $ 12,924
Work-in-process
Finished goods
+Added: 29,343 30,170
+Added: ( 1,139 ) ( 2,023 )
Net inventories
+Added: $ 28,204 $ 28,147
NOTE 7 — AMP CREDITS
−Removed: 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.
+Added: During the three and six months ended June 30, 2026, the Company recognized gross AMP credits totaling $ 3,000 and $ 5,772 , respectively, within the “Income from discontinued operations, net of tax” line item in the Company’s condensed consolidated statements of operations.
+Added: During the three and six months ended June 30, 2025, the Company recognized gross AMP credits totaling $ 3,132 and $ 5,904 , respectively, within the “Income from discontinued operations, net of tax” line item in the Company’s condensed consolidated statements of operations.
These AMP credits were introduced as part of the Inflation Reduction Act (“IRA”), which was enacted on August 16, 2022.
4 unchanged sentences
The One Big Beautiful Bill Act (the “OBBBA”), enacted on July 4, 2025, eliminates the credit for components produced and sold after 2027.
−Removed: Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of $ 0.03 per watt for each wind tower produced.
+Added: Wind towers are eligible for credits of $ 0.03 per watt for each wind tower produced.
In calculating the eligible credit, the Company relied on the megawatt rating provided by the customers.
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.
−Removed: 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.
−Removed: 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.
+Added: The Company recognized the AMP credits within income from discontinued operations in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025.
+Added: The assets related to the AMP credits are recognized as current assets in the “Current assets-discontinued operations” line item in the Company’s condensed consolidated balance sheets as of June 30, 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.
4 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the six months ended June 30, 2026, the Company recognized gross AMP credits totaling $ 5,772 and recognized a 6.5 % discount on the credits totaling $ 375 , which was recognized within income from discontinued operations.
+Added: The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $ 44 , which have been recorded within income from discontinued operations.
+Added: Additionally, costs totaling $ 3 are included in the “Current assets-discontinued operations” line item of the Company’s condensed consolidated financial statements at June 30, 2026.
+Added: During the six months ended June 30, 2025, the Company recognized gross AMP credits totaling $ 5,904 and recognized a 6.5 % discount on the credits totaling $ 384 , which was recognized within income from discontinued operations.
+Added: The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $ 52 , which have been recorded within income from discontinued operations.
+Added: Additionally, costs totaling $ 10 are included in the “Current assets-discontinued operations” line item of the Company’s condensed consolidated financial statements at June 30, 2025.
NOTE 8 — 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.
−Removed: Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life of 2 years.
−Removed: As of March 31, 2026 and December 31, 2025 , the cost basis, accumulated amortization and net book value of intangible assets were as follows:
−Removed: March 31, 2026
+Added: Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life of 1 year.
+Added: As of June 30, 2026 and December 31, 2025 , the cost basis, accumulated amortization and net book value of intangible assets were as follows:
+Added: June 30, 2026
December 31, 2025
1 unchanged sentence
Customer relationships
+Added: $ 15,979 $ ( 8,387 ) $ ( 7,592 ) $ - — $ 15,979 $ ( 8,365 ) $ ( 7,592 ) $ 22 0.1
+Added: 9,099 ( 8,580 ) — 519 1.3 9,099 ( 8,380 ) — 719 1.8
Intangible assets
−Removed: As of March 31, 2026 , estimated future amortization expense was as follows:
+Added: $ 25,078 $ ( 16,967 ) $ ( 7,592 ) $ 519 1.3 $ 25,078 $ ( 16,745 ) $ ( 7,592 ) $ 741 1.7
+Added: As of June 30, 2026 , estimated future amortization expense was as follows:
NOTE 9 — ACCRUED LIABILITIES
−Removed: Accrued liabilities as of March 31, 2026 and December 31, 2025 consisted of the following:
+Added: Accrued liabilities as of June 30, 2026 and December 31, 2025 consisted of the following:
Accrued payroll and benefits
+Added: $ 2,297 $ 1,234
Accrued property taxes
6 unchanged sentences
Total accrued liabilities
+Added: $ 3,249 $ 1,768
NOTE 10 — DEBT AND CREDIT AGREEMENTS
−Removed: The Company’s outstanding debt balances as of March 31, 2026 and December 31, 2025 consisted of the following:
+Added: The Company’s outstanding debt balances as of June 30, 2026 and December 31, 2025 consisted of the following:
Line of credit
2 unchanged sentences
current maturities
+Added: ( 781 ) ( 4,682 )
Long-term debt, net of current maturities
+Added: $ 2,522 $ 4,331
Credit Facility
1 unchanged sentence
The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities.
−Removed: 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 .
+Added: Net deferred financing costs related to the 2022 Credit Facility which primarily relate to the revolving credit loan, were $ 118 at June 30, 2026, which is net of accumulated amortization of $ 428 .
Net deferred financing costs at December 31, 2025 were $ 165 , which is net of accumulated amortization of $ 355 .
−Removed: 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.
+Added: 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 June 30, 2026 and December 31, 2025.
On February 8, 2023, the Company executed Amendment No.
10 unchanged sentences
The term loan also matures on August 4, 2027, with monthly payments based on an 84 -month amortization.
−Removed: 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.
−Removed: As of March 31, 2026, the Company was in compliance with all financial covenants under the 2022 Credit Facility.
−Removed: 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 %.
+Added: As of June 30, 2026 , there was $ 3,194 of outstanding indebtedness under the 2022 Credit Facility, with the ability to borrow an additional $ 23,014 , or $ 14,264 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.
+Added: As of June 30, 2026, the Company was in compliance with all financial covenants under the 2022 Credit Facility.
+Added: As of June 30, 2026, the effective interest rate of the senior secured revolving credit facility was 5.87 % and the senior secured term loan was 6.12 %.
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 %.
Prior to entering into Amendment No.
−Removed: 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.
+Added: 3 to Credit Agreement described above, the Company used a portion of the proceeds from the sale of assets used in its industrial fabrication operations in Manitowoc, Wisconsin to make a mandatory repayment of $ 1,600 on the outstanding senior secured term loan.
The repayment was made during September 2025.
−Removed: 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.
−Removed: See Note 17, “Subsequent Event” of these condensed consolidated financial statements for more details about the sale of the Abilene industrial fabrication facility.
−Removed: 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.
+Added: Additionally, 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 as described in Note 4 “Discontinued Operations” of these condensed consolidated financial statements.
+Added: In addition, the Company had outstanding notes payable for capital expenditures in the amount of $ 109 and $ 130 as of June 30, 2026 and December 31, 2025 , respectively, with $ 43 and $ 42 included in the “Line of credit and current maturities of long-term debt” line item of the Company’s condensed consolidated financial statements as of June 30, 2026 and December 31, 2025 , respectively.
The notes payable have monthly payments that range from $ 1 to $ 3 and an interest rate of approximately 6 %.
6 unchanged sentences
The Company has elected to apply the short-term lease exception to all leases of one year or less.
−Removed: 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.
−Removed: During the three months ended March 31, 2026 and 2025, the Company had no additional finance leases associated with property, plant, and equipment.
+Added: During the six months ended June 30, 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 $ 3,405 and $ 0 , respectively.
+Added: During the six months ended June 30, 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.
+Added: During 2026, the Company executed a lease amendment that extended the term of the Industrial Solutions facility lease and increased the amount of square footage leased.
+Added: These lease provisions were effective June 1, 2026.
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.
1 unchanged sentence
Quantitative information regarding the Company’s leases is as follows:
−Removed: Three Months Ended March 31,
+Added: Three Months Ended June 30,
+Added: Six Months Ended June 30,
Components of lease cost
1 unchanged sentence
Amortization of finance lease assets
+Added: $ 176 $ 181 $ 352 $ 368
Interest on finance lease liabilities
+Added: 55 75 115 154
Total finance lease costs
+Added: 231 256 467 522
Operating lease cost components:
Operating lease cost
+Added: 531 495 1,033 989
Short-term lease cost
Variable lease cost (1)
+Added: 300 78 623 337
Sublease income
+Added: ( 52 ) ( 51 ) ( 104 ) ( 101 )
Total operating lease costs
+Added: 797 545 1,588 1,248
Total lease cost
−Removed: Supplemental cash flow information related to our operating leases is as follows for the three months ended March 31, 2026 and 2025:
+Added: $ 1,028 $ 801 $ 2,055 $ 1,770
+Added: Supplemental cash flow information related to our operating leases is as follows for the six months ended June 30, 2026 and 2025:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases
+Added: $ 1,671 $ 1,322
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.
−Removed: As of March 31, 2026 , future minimum lease payments under finance leases and operating leases were as follows:
+Added: As of June 30, 2026 , future minimum lease payments under finance leases and operating leases were as follows:
+Added: $ 642 $ 1,664 $ 2,306
+Added: 1,212 2,573 3,785
+Added: 952 2,832 3,784
+Added: 526 2,715 3,241
+Added: — 2,657 2,657
2031 and thereafter
+Added: — 7,003 7,003
Total lease payments
+Added: 3,332 19,444 22,776
Less—portion representing interest
+Added: ( 302 ) ( 3,939 ) ( 4,241 )
Present value of lease obligations
+Added: 3,030 15,505 18,535
Less—current portion of lease obligations
+Added: ( 1,093 ) ( 1,876 ) ( 2,969 )
Long-term portion of lease obligations
+Added: $ 1,937 $ 13,629 $ 15,566
NOTE 12 — FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
−Removed: The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable and customer deposits, approximate their respective fair values due to the relatively short-term nature of these instruments.
+Added: The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable and customer deposits, approximate their respective fair values due to the relatively short-term nature of these instruments.
Based upon interest rates currently available to the Company for debt with similar terms, the carrying value of the Company’s long-term debt is approximately equal to its fair value.
11 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.
−Removed: As of March 31, 2026 , the Company has a full valuation allowance recorded against deferred tax assets.
−Removed: 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 .
+Added: As of June 30, 2026 , the Company has a full valuation allowance recorded against deferred tax assets.
+Added: During the six months ended June 30, 2026 , the Company recorded a provision for income taxes of $ 76 , compared to a provision for income taxes of $ 17 during the six months ended June 30, 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.
−Removed: 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.
+Added: As of June 30, 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.
−Removed: As of March 31, 2026 , the Company had no unrecognized tax benefits.
+Added: As of June 30, 2026 , the Company had no unrecognized tax benefits.
The Company recognizes interest and penalties related to uncertain tax positions as income tax expense.
−Removed: The Company had no accrued interest and penalties as of March 31, 2026 .
+Added: The Company had no accrued interest and penalties as of June 30, 2026 .
NOTE 14 — SHARE-BASED COMPENSATION
−Removed: 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.
−Removed: Additionally, there was no restricted stock unit and performance award activity during the three months ended March 31, 2026 .
+Added: The following table summarizes the Company’s restricted stock unit and performance award activity during the six months ended June 30, 2026 :
+Added: Weighted Average
+Added: Grant-Date Fair Value
+Added: Unvested as of December 31, 2025
+Added: 717,266 $ 2.28
+Added: 174,672 $ 3.68
+Added: ( 264,819 ) $ 2.37
+Added: Unvested as of June 30, 2026
+Added: 627,119 $ 2.63
Under certain situations, shares are withheld from issuance to cover taxes for the vesting of restricted stock units and performance awards.
−Removed: For the three months ended March 31, 2026 and 2025, 0 and 124,497 shares, respectively, were withheld to cover tax obligations.
−Removed: 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:
−Removed: Three Months Ended March 31,
+Added: For the six months ended June 30, 2026 and 2025, 52,534 and 169,390 shares, respectively, were withheld to cover tax obligations.
+Added: The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations, including amounts attributable to discontinued operations, for the six months ended June 30, 2026 and 2025 .
+Added: Share-based compensation included in discontinued operations total $ 150 and $ 308 for the six months ended June 30, 2026 and 2025, respectively.
+Added: Six Months Ended June 30,
Share-based compensation expense:
36 unchanged sentences
The Company’s CODM has been identified as the Chief Executive Officer and President, who reviews operating income by segment in relation to total operating income to make decisions about allocating resources and assessing performance.
+Added: In conjunction with the Abilene sale, the results of operations of the wind and industrial fabrication operations, including operations historically in Manitowoc, Wisconsin, have been reclassified to discontinued operations on the condensed consolidated statements of operations and retrospectively for all periods presented beginning in the second quarter of 2026.
+Added: The Company’s discontinued operations exclude the results of PRS operations.
+Added: Accordingly, we have revised our segment presentation to include two reportable operating segments:
+Added: Gearing and Industrial Solutions.
The Company’s segments and their product and service offerings are summarized below:
−Removed: Heavy Fabrications
−Removed: The Company provides large, complex and precision fabrications to customers;
−Removed: historically in a broad range of industrial markets.
−Removed: The Company’s most significant presence is within the U.S.
−Removed: wind energy industry where the Company provides steel towers and repowering adapters primarily to wind turbine manufacturers.
−Removed: 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.
−Removed: 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).
−Removed: 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:
8 unchanged sentences
The Company also provides packaging solutions and fabricates panels and sub-assemblies to reduce customers’ costs and improve manufacturing velocity and reliability.
−Removed: “Corporate” includes the assets and selling, general and administrative expenses of the Company’s corporate office.
−Removed: “Eliminations” comprises adjustments to reconcile segment results to consolidated results.
+Added: Corporate and Other and Eliminations
+Added: “Corporate and Other” includes the assets and selling, general and administrative expenses of the Company’s corporate office as well as results for our PRS product line operations.
+Added: Due to the PRS balances being less significant than our other operations, they do not meet the quantitative threshold for determining reportable segments.
+Added: “Corporate and Other” and “Eliminations” comprise adjustments to reconcile segment results to consolidated results.
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.
−Removed: Summary financial information by reportable segment for the three months ended March 31, 2026 and 2025 is as follows:
−Removed: Heavy Fabrications
+Added: Summary financial information by reportable segment and reconciliations to consolidated amounts for the three and six months ended June 30, 2026 and 2025 is as follows:
Industrial Solutions
−Removed: For the Three Months Ended March 31, 2026
+Added: Corporate and Other
+Added: For the Three Months Ended June 30, 2026
Revenues from external customers
3 unchanged sentences
Direct materials
−Removed: 9,447 2,010 4,922 — * 16,379
−Removed: 1,916 1,569 * — — 3,485
Indirect labor
−Removed: 2,053 1,259 698 — — 4,010
Variable overhead
+Added: Depreciation and amortization
530 79 166 — 775
+Added: All other expenses (1)
+Added: Operating (loss) income
( 224 ) 2,339 ( 2,362 ) — ( 247 )
−Removed: Salaries and benefits
+Added: Capital expenditures
307 182 — — 489
−Removed: Share-based compensation
+Added: Industrial Solutions
+Added: Corporate and Other
+Added: For the Three Months Ended June 30, 2025
+Added: Revenues from external customers
$ 7,284 $ 6,962 $ 274 $ — $ 14,520
+Added: Intersegment revenues
+Added: — 401 — ( 401 ) —
+Added: 7,284 7,363 274 ( 401 ) 14,520
+Added: Direct materials
+Added: Indirect labor
+Added: Variable overhead
Depreciation and amortization
1 unchanged sentence
All other expenses (1)
−Removed: 3,898 2,126 1,080 1,145 — 8,249
−Removed: Operating income (loss)
+Added: Operating (loss) income
( 819 ) 486 ( 2,048 ) — ( 2,381 )
1 unchanged sentence
116 94 118 — 328
−Removed: Heavy Fabrications
Industrial Solutions
−Removed: For the Three Months Ended March 31, 2025
+Added: Corporate and Other
+Added: For the Six Months Ended June 30, 2026
Revenues from external customers
2 unchanged sentences
17,499 22,408 2,342 — 42,249
−Removed: 25,248 5,966 5,647 — ( 23 ) 36,838
Direct materials
−Removed: 14,622 1,440 3,329 — * 19,391
−Removed: 3,762 1,261 * — — 5,023
Indirect labor
−Removed: 2,811 1,129 547 — — 4,487
Variable overhead
+Added: Depreciation and amortization
1,059 175 282 — 1,516
+Added: All other expenses (1)
+Added: Operating (loss) income
( 280 ) 3,965 ( 5,014 ) — ( 1,329 )
−Removed: Salaries and benefits
+Added: Capital expenditures
1,253 206 1,773 — 3,232
−Removed: Share-based compensation
+Added: Industrial Solutions
+Added: Corporate and Other
+Added: For the Six Months Ended June 30, 2025
+Added: Revenues from external customers
$ 13,251 $ 12,586 $ 3,555 $ — $ 29,392
+Added: Intersegment revenues
+Added: — 424 — ( 424 ) —
+Added: 13,251 13,010 3,555 ( 424 ) 29,392
+Added: Direct materials
+Added: Indirect labor
+Added: Variable overhead
Depreciation and amortization
1 unchanged sentence
All other expenses (1)
−Removed: 3,355 1,604 854 933 ( 23 ) 6,723
−Removed: Operating income (loss)
+Added: Operating (loss) income
( 1,711 ) 816 ( 3,328 ) — ( 4,223 )
2 unchanged sentences
* Line item not deemed a significant expense for this segment (per analysis of Accounting Standards Update No.
−Removed: ( 1 ) All other expenses for each reportable segment primarily consist of:
−Removed: Heavy Fabrications -variable overhead, salaries and benefits, and rent and utilities
+Added: Consolidated amounts are not presented for significant segment expense categories because reconciliation to comparable consolidated amounts is not required by ASC 280.
+Added: ( 1 ) All other expenses primarily consist of:
Gearing -salaries and benefits and rent
Industrial Solutions -direct labor, salaries and benefits, and rent and utilities
−Removed: Corporate -professional expenses
Total Assets as of
−Removed: Heavy Fabrications
$ 44,196 $ 40,752
−Removed: 42,891 40,752
Industrial Solutions
26,897 20,222
+Added: Corporate and Other
39,440 78,061
+Added: Assets - discontinued operations
13,147 43,800
( 11,507 ) ( 66,030 )
−Removed: NOTE 17 — SUBSEQUENT EVENT
−Removed: Subsequent to the quarter end, on April 30, 2026, ( the “Closing Date”) Broadwind Heavy Fabrications, Inc.
−Removed: (“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”).
−Removed: 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”).
−Removed: A portion of the purchase price, $ 1,000 (the “Escrow Payment”), was delivered into escrow by the Buyer upon closing of the Transaction.
−Removed: 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.
−Removed: The Purchase Agreement contains customary representations, warranties and covenants of BHF and the Buyer.
−Removed: 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.
−Removed: The Purchase Agreement also contains customary covenants and agreements by and among the parties, as well as customary mutual indemnification obligations.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: $ 112,173 $ 116,805
NOTE 18 — COMMITMENTS AND CONTINGENCIES
10 unchanged sentences
Changes in trends in any of the factors that the Company believes may impact the collectability of its accounts receivable, or modifications to its credit standards, collection practices and other related policies may impact the Company’s allowance for credit losses and its financial results.
−Removed: The activity in the accounts receivable allowance liability for the three months ended March 31, 2026 and 2025 consisted of the following:
−Removed: For the Three Months Ended March 31,
+Added: The activity in the accounts receivable allowance liability for the six months ended June 30, 2026 and 2025 consisted of the following:
+Added: For the Six Months Ended June 30,
Balance at beginning of period
Credit loss expense
+Added: 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.
−Removed: There was no reserve for liquidated damages at March 31, 2026 and December 31, 2025.
+Added: There was no reserve for liquidated damages at June 30, 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.