Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto in Item 1, “Financial Statements,” of this Quarterly Report and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances including, but not limited to, those identified in “Cautionary Note Regarding Forward-Looking Statements” at the end of Item 2. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties. As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and the “Company” refer to Broadwind, Inc., a Delaware corporation headquartered in Cicero, Illinois, and its subsidiaries, as appropriate.
(Dollars are presented in thousands except share, per share and per employee data or unless otherwise stated)
KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE
In addition to measures of financial performance presented in our consolidated financial statements in accordance with GAAP, we use certain other financial measures to analyze our performance. These non-GAAP financial measures primarily consist of adjusted EBITDA (as defined below) and free cash flow which help us evaluate growth trends, establish budgets, assess operational efficiencies, oversee our overall liquidity, and evaluate our overall financial performance. Except as otherwise indicated, the totals below are net of discontinued operations.
Key Financial Measures
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Net revenues
$
24,303
$
14,520
$
42,249
$
29,392
Loss from continuing operations
$
(684
)
$
(2,982
)
$
(2,281
)
$
(5,226
)
Adjusted EBITDA (1)
$
1,550
$
(1,120
)
$
1,594
$
(1,919
)
Capital expenditures
$
489
$
328
$
3,232
$
431
Free cash flow (2)
$
311
$
(3,192
)
$
(3,981
)
$
(3,721
)
Operating working capital (3)
$
32,907
$
26,974
$
32,907
$
26,974
Total debt
$
3,303
$
24,819
$
3,303
$
24,819
Total orders (4)
$
32,649
$
20,956
$
70,071
$
49,090
Backlog at end of period (4)
$
89,280
$
95,279
$
89,280
$
95,279
Book-to-bill (5)
1.5
1.4
1.5
1.3
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The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP measure:
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Loss from continuing operations
$
(684
)
$
(2,982
)
$
(2,281
)
$
(5,226
)
Interest expense
418
591
880
976
Income tax provision
24
2
76
17
Depreciation and amortization
775
732
1,516
1,467
Share-based compensation and other stock payments
401
454
668
764
Transaction costs (6)
616
83
735
83
Adjusted EBITDA
1,550
(1,120
)
1,594
(1,919
)
Changes in operating working capital
(750
)
(1,745
)
(2,433
)
(1,372
)
Capital expenditures
(489
)
(328
)
(3,232
)
(431
)
Proceeds from disposal of property and equipment
—
1
90
1
Free Cash Flow
$
311
$
(3,192
)
$
(3,981
)
$
(3,721
)
(1)
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 transaction costs) 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. We believe that this non-GAAP financial measure is useful to investors because it provides a better understanding of our past financial performance and future results, and it allows investors to evaluate our performance using the same methodology and information as used by our management. Our definition of adjusted EBITDA may be different from similar non-GAAP financial measures used by other companies and/or analysts.
(2)
We define free cash flow as adjusted EBITDA plus or minus changes in operating working capital less capital expenditures net of any proceeds from disposals of property and equipment. 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.
(3)
We define operating working capital as accounts receivable and inventory net of accounts payable and customer deposits.
(4)
Our backlog at June 30, 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. Orders and backlog at June 30, 2026 and 2025 include results from our discontinued operations. Orders from discontinued operations total ($2,591) and $6,782 for the three and six months ended June 30, 2026, respectively as well as ($36) and $9,740 the three and six months ended June 30, 2025, respectively. Backlog includes $4,160 and $51,093 from discontinued operations at June 30, 2026 and June 30, 2025, respectively.
(5)
We define the book-to-bill as the ratio of new orders we received, net of cancellations, to revenue during a period. Orders from discontinued operations were excluded from this ratio.
(6)
Transaction costs consist of professional services expenses including legal and professional fees attributable to completed or contemplated transactions.
OUR BUSINESS
On April 30, 2026, Broadwind Heavy Fabrications, Inc. a wholly owned subsidiary of the Company, sold the real property and certain assets contained therein which comprise our production facility located in Abilene, Texas (the “Facility”), 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. The sale of the Facility represented a strategic shift that will have a major effect on our operations and qualify for discontinued operations treatment in the second quarter of 2026. As such, the results of operations of the wind and industrial fabrication operations including operations historically in Manitowoc, Wisconsin, have been reclassified to discontinued operations on our condensed consolidated statements of operations and retrospectively for all periods presented beginning in the second quarter of 2026. Our discontinued operations exclude the results of pressure reducing system (“PRS”) operations.
The One Big Beautiful Bill Act, which was signed into law on July 4, 2025 (the “OBBBA”), accelerated the phase-out of certain clean energy tax credits and imposed additional restrictions on tax-credit-supported wind and renewable energy projects, which impacted the market for and profitability of the wind products we produced in our former Heavy Fabrications segment. In connection with the sale of our Abilene facility, we are exiting the wind business and do not expect the impact of the OBBBA to be material to our continuing operations.
Second Quarter Overview
Excluding discontinued operations, we received $35,240 in new orders in the second quarter, up from $20,991 in the second quarter of 2025. Gearing segment orders increased by 138% due to improved demand from all markets served, most notably in oil and gas (“O&G”) and power generation which reflects significant orders from a leading Original Equipment Manufacturer (“OEM”) of natural gas turbines. Industrial Solutions orders increased by 24% compared to the prior year quarter primarily due to an increase in demand associated with new gas turbine projects.
We recognized revenue of $24,303 in the second quarter, which was a 67% increase compared to the second quarter of 2025. Industrial Solutions segment revenue increased by 79% from the prior year period primarily due to increased shipments to new and aftermarket gas turbine customers. Gearing segment revenue increased 24% relative to the prior year period primarily due to increased shipments to power generation customers.
We recorded a net loss of $639 or ($0.03) per share in the second quarter of 2026, compared to a net loss of $989 or ($0.04) per share in the second quarter of 2025. The decrease was primarily due to higher sales in the Gearing and Industrial Solutions segments, partially offset by higher transaction costs and the loss on the sale of the Abilene facility.
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RESULTS OF OPERATIONS
Three months ended June 30, 2026, Compared to Three months ended June 30, 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 June 30, 2026, compared to the three months ended June 30, 2025.
Three Months Ended June 30,
2026 vs. 2025
% of Total
% of Total
2026
Revenue
2025
Revenue
$ Change
% Change
Revenues
$
24,303
100.0
%
$
14,520
100.0
%
$
9,783
67.4
%
Cost of sales
20,507
84.4
%
13,516
93.1
%
6,991
51.7
%
Gross profit
3,796
15.6
%
1,004
6.9
%
2,792
278.1
%
Operating expenses
Selling, general and administrative expenses
3,943
16.2
%
3,219
22.2
%
724
22.5
%
Intangible amortization
100
0.4
%
166
1.1
%
(66
)
(39.8
)%
Total operating expense, net
4,043
16.6
%
3,385
23.3
%
658
19.4
%
Operating loss
(247
)
(1.0
)%
(2,381
)
(16.4
)%
2,134
89.6
%
Other expense, net
Interest expense, net
(418
)
(1.7
)%
(591
)
(4.1
)%
173
29.3
%
Other, net
5
0.0
%
(8
)
(0.1
)%
13
162.5
%
Total other expense, net
(413
)
(1.7
)%
(599
)
(4.1
)%
186
31.1
%
Net loss before provision for income taxes
(660
)
(2.7
)%
(2,980
)
(20.5
)%
2,320
77.9
%
Provision for income taxes
24
0.1
%
2
0.0
%
22
1100.0
%
Loss from continuing operations
(684
)
(2.8
)%
(2,982
)
(20.5
)%
2,298
77.1
%
Income from discontinued operations, net of tax
45
0.2
%
1,993
13.7
%
(1,948
)
(97.7
)%
Net loss
$
(639
)
(2.6
)%
$
(989
)
(6.8
)%
$
350
35.4
%
Consolidated
Revenues increased by $9,783 as compared to the prior year period primarily due to a 79% increase in Industrial Solutions segment revenue primarily due to higher shipments to new and aftermarket gas turbine customers. Gearing revenue also increased 24% primarily reflective of increased shipments to power generation customers.
Gross profit increased versus the prior year due primarily to higher sales within the Gearing and Industrial Solutions segments and a more profitable mix of product sold in the Industrial Solutions segment.
We recorded a net loss of $639 during the three months ended June 30, 2026, compared to a net loss of $989 during the three months ended June 30, 2025. This decrease in net loss was primarily due to the factors described above, partially offset by higher transaction costs and the loss on the sale of the Abilene facility.
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Gearing Segment
Three Months Ended
June 30,
2026
2025
Orders
$
16,152
$
6,799
Revenues
9,045
7,284
Operating loss
(224
)
(819
)
Operating margin
(2.5
)%
(11.2
)%
Gearing segment orders increased by 138% versus the prior year period primarily due to higher demand from customers in all markets served, most notably in O&G and power generation which reflects significant orders from a leading OEM of natural gas turbines. Gearing revenues were up 24% relative to the prior year primarily reflective of increased shipments to power generation customers.
The Gearing segment’s operating loss decreased by $595 from the prior year period. This decrease was primarily attributable to higher sales in the current year period.
Industrial Solutions Segment
Three Months Ended
June 30,
2026
2025
Orders
$
17,248
$
13,909
Revenues
13,172
7,363
Operating income
2,339
486
Operating margin
17.8
%
6.6
%
Industrial Solutions segment orders increased from the prior year period primarily due to an increase in demand associated with new gas turbine projects. Segment revenues increased from the prior year period primarily due to higher shipments to new and 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.
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Six months ended June 30, 2026, Compared to Six months ended June 30, 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 six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Six Months Ended June 30,
2026 vs. 2025
% of Total
% of Total
2026
Revenue
2025
Revenue
$ Change
% Change
Revenues
$
42,249
100.0
%
$
29,392
100.0
%
$
12,857
43.7
%
Cost of sales
35,732
84.6
%
26,964
91.7
%
8,768
32.5
%
Gross profit
6,517
15.4
%
2,428
8.3
%
4,089
168.4
%
Operating expenses
Selling, general and administrative expenses
7,624
18.0
%
6,320
21.5
%
1,304
20.6
%
Intangible amortization
222
0.5
%
331
1.1
%
(109
)
(32.9
)%
Total operating expense, net
7,846
18.6
%
6,651
22.6
%
1,195
18.0
%
Operating loss
(1,329
)
(3.1
)%
(4,223
)
(14.4
)%
2,894
68.5
%
Other expense, net
Interest expense, net
(880
)
(2.1
)%
(976
)
(3.3
)%
96
9.8
%
Other, net
4
0.0
%
(10
)
(0.0
)%
14
140.0
%
Total other expense, net
(876
)
(2.1
)%
(986
)
(3.4
)%
110
11.2
%
Net loss before provision for income taxes
(2,205
)
(5.2
)%
(5,209
)
(17.7
)%
3,004
57.7
%
Provision for income taxes
76
0.2
%
17
0.1
%
59
347.1
%
Loss from continuing operations
(2,281
)
(5.4
)%
(5,226
)
(17.8
)%
2,945
56.4
%
Income from discontinued operations, net of tax
1,147
2.7
%
3,867
13.2
%
(2,720
)
(70.3
)%
Net loss
$
(1,134
)
(2.7
)%
$
(1,359
)
(4.6
)%
$
225
16.6
%
Consolidated
Revenues increased by $12,857 as compared to the prior year period primarily due to a 72% increase in Industrial Solutions segment revenue primarily due to higher shipments to new and aftermarket gas turbine customers. Gearing segment revenue also increased 32% primarily due to increased shipments to power generation customers.
Gross profit increased versus the prior year due primarily to higher sales within the Gearing and Industrial Solutions segments and a more profitable mix of product sold in the Industrial Solutions segment.
We recorded a net loss of $1,134 during the six months ended June 30, 2026, compared to a net loss of $1,359 during the six months ended June 30, 2025. This decrease in net loss was primarily due to the factors described above, partially offset by the loss on the sale of the Abilene facility, higher transaction costs and increased employee related costs.
Gearing Segment
Six Months Ended
June 30,
2026
2025
Orders
$
29,339
$
14,759
Revenues
17,499
13,251
Operating loss
(280
)
(1,711
)
Operating margin
(1.6
)%
(12.9
)%
Gearing segment orders nearly doubled versus the prior year period primarily due to higher demand from customers in all markets served, most notably in power generation which reflects significant orders from a leading OEM of natural gas turbines. Gearing revenues were up 32% relative to the prior year primarily due to increased shipments to power generation customers.
The Gearing segment’s operating loss decreased by $1,431 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 $482 property tax adjustment recorded in the prior year period.
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Industrial Solutions Segment
Six Months Ended
June 30,
2026
2025
Orders
$
31,816
$
24,013
Revenues
22,408
13,010
Operating income
3,965
816
Operating margin
17.7
%
6.3
%
Industrial Solutions segment orders increased from the prior year period primarily due to an increase in demand associated with new gas turbine projects. Segment revenues increased from the prior year period primarily due to higher shipments to new and 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.
LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES
On August 4, 2022, we entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), providing the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. As of June 30, 2026, cash and cash equivalents totaled $17,043 an increase of $16,586 from December 31, 2025. Debt and finance lease obligations at June 30, 2026 totaled $6,333. As of June 30, 2026, we had $3,194 outstanding under the 2022 Credit Facility and had the ability to borrow up to 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. 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. Under these agreements, we have agreed to sell certain of our accounts receivable balances to banking institutions who have agreed to advance amounts equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse. Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the consolidated statements of cash flows. 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 $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 our 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%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from September 2028 to June 2029.
On September 22, 2023, we filed a shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 12, 2023 (the “Form S-3”), replacing a prior shelf registration statement which expired on October 12, 2023. The Form S-3 will expire on October 12, 2026. This shelf registration statement, which includes a base prospectus, allows us to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes.
On September 12, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, we may sell from time to time through the Agents shares of our common stock with an aggregate sales price of up to $12,000. 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, 2025 or six months ended June 30, 2026. As of June 30, 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, and proceeds from sales of AMP credits will be adequate to meet our liquidity needs for at least the next twelve months.
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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. This could limit our operational flexibility, require a delay in making planned investments and/or require us to seek additional equity or debt financing. Any attempt to raise equity through the public markets could have a negative effect on our stock price, making an equity raise more difficult or more dilutive. Any additional equity financing or equity-linked financing, if available, will be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other operating and financial restrictions on the Company and could be on less favorable terms than the 2022 Credit Facility. While we believe that we will continue to have sufficient cash available to operate our businesses and to meet our financial obligations and debt covenants for the next twelve months, there can be no assurances that our operations will generate sufficient cash, or that credit facilities or equity or equity-linked financings will be available in an amount sufficient to enable us to meet these financial obligations.
Sources and Uses of Cash
The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2026 and 2025:
Six Months Ended
June 30,
2026
2025
Total cash (used in) provided by:
Operating activities
$
(871
)
$
(3,516
)
Investing activities
(3,142
)
(430
)
Financing activities
(6,485
)
16,273
Net (decrease) increase in cash
$
(10,498
)
$
12,327
Operating Cash Flows
During the six months ended June 30, 2026, net cash used in operating activities totaled $871 compared to net cash used in operating activities of $3,516 during the prior year period. The decrease in net cash used in operating activities during the current year period was primarily attributable to a decrease in the loss from continuing operations, a less significant increase in inventory, and an increase in accrued liabilities in the current year period. This was partially offset by an increase in cash used to fund accounts receivable in the current year period.
Investing Cash Flows
During the six months ended June 30, 2026, net cash used in investing activities tot aled $3,142, comp ared to net cash used in investing activities of $430 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 six months ended June 30, 2026, net cash used in financing activities tot aled $6,485, co mpared to net cash provided by financing activities of $16,273 during the prior year period. The decrease was primarily due to debt repayments under the 2022 Credit Facility in the current year period versus net borrowings in the prior year.
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes in our critical accounting estimates during the six months ended June 30, 2026 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2025.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The preceding discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Portions of this Quarterly Report on Form 10-Q, including the discussion and analysis in this Part I, Item 2, contain “forward looking statements”, as defined in Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward looking statements. Forward-looking statements include any statement that does not directly relate to a current or historical fact. 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 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; (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. 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, 2025. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Item 10(f)(1) of Regulation S-K under the Securities Act and as such are not required to provide information under this Item pursuant to Item 305I of Regulation S-K.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.