Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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, 2024. 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.

Key Financial Measures

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
Net revenues		$	44,239			$	35,503			$	120,312			$	109,571
Net income		$	7,463			$	74			$	6,104			$	2,066
Adjusted EBITDA (1)		$	2,407			$	3,366			$	6,801			$	11,176
Capital expenditures		$	470			$	745			$	2,586			$	3,279
Free cash flow (2)		$	19,270			$	4,848			$	(1,667	)		$	(4,561	)
Operating working capital (3)		$	37,691			$	32,025			$	37,691			$	32,025
Total debt		$	10,329			$	16,948			$	10,329			$	16,948
Total orders (4)		$	43,585			$	22,975			$	92,675			$	70,343
Backlog at end of period (4)		$	94,686			$	124,298			$	94,686			$	124,298
Book-to-bill (5)			1.0				0.6				0.8				0.6

(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, proxy contest-related expenses, other non-cash gains and losses, and the gain from the sale of the Manitowoc industrial fabrication operations) as supplemental information regarding our business performance. Our management uses adjusted EBITDA when it internally evaluates the performance of our business, reviews financial trends and makes operating and strategic decisions. 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. We have included the net proceeds from the sale of the Manitowoc industrial fabrication operations in free cash flow.

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

(4)

Our backlog at September 30, 2025 and 2024 is net of revenue recognized over time. Backlog has been adjusted to reflect updated assumptions related to raw material pricing (which is a customer passthrough) and other variables. Additionally, orders and backlog at September 30, 2025 have been adjusted for orders totaling $3,885 received in prior periods that we do not plan to recognize as revenue as a result of the transaction described in the Manitowoc Purchase Agreement (defined below).

(5)	We define the book-to-bill as the ratio of new orders we received, net of cancellations, to revenue during a period.

The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP measure:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
Net income		$	7,463			$	74			$	6,104			$	2,066
Interest expense			1,227				1,058				2,526				2,316
Income tax provision			27				41				96				133
Depreciation and amortization			1,473				1,671				4,819				4,986
Share-based compensation and other stock payments			372				522				1,469				1,685
Gain on sale of Manitowoc industrial fabrication operations			(8,155	)			-				(8,213	)			-
Proxy contest-related expenses			-				-				-				(10	)
Adjusted EBITDA			2,407				3,366				6,801				11,176
Changes in operating working capital			4,811				2,227				(18,404	)			(12,617	)
Capital expenditures			(470	)			(745	)			(2,586	)			(3,279	)
Net proceeds from sale of Manitowoc industrial fabrication operations			12,522				-				12,522				-
Proceeds from disposal of property and equipment			-				-				-				159
Free Cash Flow		$	19,270			$	4,848			$	(1,667	)		$	(4,561	)

OUR BUSINESS

The One Big Beautiful Bill Act (the "OBBBA"), which was signed into law on July 4, 2025, eliminates AMP credits for components produced and sold after December 31, 2027. The OBBBA shortened the time period in which we could benefit from the AMP credits, which could have a material adverse effect on our business in the near term. Under the OBBBA, wind projects that begin construction after July 4, 2026, must be placed in service by December 31, 2027, to qualify for the production tax credit ("PTC") or the investment tax credit ("ITC"). Any wind project that begins construction after July 4, 2026, and is not placed in service by December 31, 2027, will not qualify for the PTC or the ITC. The PTC and ITC drive demand for new wind projects by providing financial incentives to developers. We expect the changes to the PTC and the ITC could lead to a decrease in the number of new wind projects, which would cause a corresponding decrease in demand for our wind products. Lower demand for our wind products, coupled with the expedited phase out of the AMP credits, would adversely impact the profitability of our Heavy Fabrications segment.

Third Quarter Overview

We received $43,585 in new orders in the third quarter, up from $22,975 in the third quarter of 2024. Gearing segment orders increased by 261% due to improved demand from most markets served, most notably in power generation which reflects significant orders from a leading Original Equipment Manufacturer ("OEM") of natural gas turbines. Industrial Solutions orders increased by 86% compared to the prior year quarter primarily due to an increase in demand associated with new gas turbine and aftermarket gas turbine projects. Additionally, Heavy Fabrications segment orders increased by 25% due primarily to increased wind tower orders. This increase was partially offset by a decrease in industrial fabrication product line and lower wind repowering orders as we wound down operations in Manitowoc (described below).

We recognized revenue of $44,239 in the third quarter, which was a 25% increase compared to the third quarter of 2024. Within the Heavy Fabrications segment, wind revenue increased 57% as we completed the limited tower production run at our Manitowoc facility we began earlier in the year and recognized increased wind repowering revenue. Industrial Solutions segment revenue increased by 37% from the prior year period primarily due to increased shipments to new gas turbine customers. Gearing segment revenue decreased 23% relative to the prior year period primarily due to reduced shipments to industrial and mining customers.

We recorded net income of $7,463 or $0.32 per share in the third quarter of 2025, compared to net income of $74 or $0.00 per share in the third quarter of 2024. The increase was primarily due to the sale of the Manitowoc industrial fabrication operations as described below, partially offset by manufacturing inefficiencies experienced within the Heavy Fabrications segment.

On June 4, 2025, we entered into a definitive agreement (the "Manitowoc Purchase Agreement") with Wisconsin Heavy Fabrication, LLC (the "Buyer") to sell certain assets used in our industrial fabrication operations in Manitowoc, Wisconsin including specified contracts, equipment, machinery and other personal property, and permits. We completed the closing of the sale on September 8, 2025 for a purchase price of $13,500 before the payment of transaction expenses and the assumption by the Buyer of certain of our liabilities. During the three and nine months ended September 30, 2025, we recorded a gain on the sale of $8,155 and $8,213, respectively, which is included in the "Gain on sale of Manitowoc industrial fabrication operations" line item in our condensed consolidated statement of operations. Within the Heavy Fabrications segment, we have only reported orders and backlog which we believe will be recorded as revenue.

RESULTS OF OPERATIONS

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

The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

		Three Months Ended September 30,																2025 vs. 2024
						% of Total								% of Total
		2025				Revenue				2024				Revenue				$ Change				% Change
Revenues		$	44,239				100.0	%		$	35,503				100.0	%		$	8,736				24.6	%
Cost of sales			39,719				89.8	%			30,306				85.4	%			9,413				31.1	%
Gross profit			4,520				10.2	%			5,197				14.6	%			(677	)			(13.0	)%
Operating (income) expenses
Selling, general and administrative expenses			3,796				8.6	%			3,854				10.9	%			(58	)			(1.5	)%
Gain on sale of Manitowoc industrial fabrication operations			(8,155	)			(18.4	)%			-				0.0	%			(8,155	)			(100.0	)%
Intangible amortization			165				0.4	%			165				0.5	%			-				0.0	%
Total operating expense, net			(4,194	)			(9.5	)%			4,019				11.3	%			(8,213	)			(204.4	)%
Operating income			8,714				19.7	%			1,178				3.3	%			7,536				639.7	%
Other (expense) income, net
Interest expense, net			(1,227	)			(2.8	)%			(1,058	)			(3.0	)%			(169	)			(16.0	)%
Other, net			3				0.0	%			(5	)			(0.0	)%			8				160.0	%
Total other expense, net			(1,224	)			(2.8	)%			(1,063	)			(3.0	)%			(161	)			(15.1	)%
Net income before provision for income taxes			7,490				16.9	%			115				0.3	%			7,375				6413.0	%
Provision for income taxes			27				0.1	%			41				0.1	%			(14	)			(34.1	)%
Net income		$	7,463				16.9	%		$	74				0.2	%		$	7,389				9985.1	%

Consolidated

Revenues increased by $8,736 as compared to the prior year period primarily due to a 43% increase in revenue within our Heavy Fabrications segment. Wind revenue increased 57% from the prior year period as we completed the limited tower production run we began earlier in the year at our Manitowoc facility and recognized increased wind repowering revenue. Industrial Solutions segment revenue increased 37% from the prior year period primarily due to higher shipments to new gas turbine customers. Gearing segment revenue decreased 23% relative to the comparable prior year period, primarily reflective of reduced shipments to industrial and mining customers.

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

We recorded net income of $7,463 during the three months ended September 30, 2025, compared to net income of $74 during the three months ended September 30, 2024. This increase in net income was primarily due to the sale of the Manitowoc industrial fabrication operations, partially offset by the other factors described above.

Heavy Fabrications Segment

		Three Months Ended
		September 30,
		2025				2024
Orders		$	13,885			$	11,147
Revenues			29,364				20,600
Operating income			10,283				2,230
Operating margin			35.0	%			10.8	%

Within our Heavy Fabrications segment, orders increased 25% from the prior year period due to increased wind tower orders. During the third quarter, we resumed recognizing meaningful tower-related orders after receiving releases which fully satisfied the large wind tower purchase agreement announced in the first quarter of 2023. This was partially offset by lower industrial fabrication product line and wind repowering orders as we wound down certain operations in Manitowoc. Segment revenues increased by 43% compared to the prior year period as we completed the limited tower production run at our Manitowoc facility and recognized increased wind repowering revenue.

Heavy Fabrications segment operating income increased by $8,053 as compared to the prior year period. The increase in operating income was primarily a result of the $8,155 gain on the sale of the Manitowoc industrial fabrication operations, partially offset by manufacturing inefficiencies associated with the production of a new, larger size wind tower model.

Gearing Segment

		Three Months Ended
		September 30,
		2025				2024
Orders		$	15,877			$	4,396
Revenues			7,069				9,167
Operating (loss) income			(552	)			(78	)
Operating margin			(7.8	)%			(0.9	)%

Gearing segment orders increased by 261% versus the prior year period primarily due to higher demand from customers from most markets served, most notably in power generation which reflects significant orders from a leading OEM of natural gas turbines. Gearing revenues were down 23% relative to the prior year primarily reflective of reduced shipments to mining and industrial customers.

The Gearing segment's operating loss increased by $474 from the prior year period. This decrease was primarily attributable to lower sales in the current year period.

Industrial Solutions Segment

		Three Months Ended
		September 30,
		2025				2024
Orders		$	13,823			$	7,432
Revenues			7,872				5,737
Operating income			445				462
Operating margin			5.7	%			8.1	%

Industrial Solutions segment orders increased from the prior year period primarily due to an increase in orders associated with new and aftermarket gas turbine projects. Segment revenues increased from the prior year period primarily due to higher shipments to new gas turbine customers. Operating income decreased versus the prior year period primarily as a result of a less profitable mix of product sold and increased subcontracted manufacturing costs.

Corporate and Other

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

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

The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

		Nine Months Ended September 30,																2025 vs. 2024
						% of Total								% of Total
		2025				Revenue				2024				Revenue				$ Change				% Change
Revenues		$	120,312				100.0	%		$	109,571				100.0	%		$	10,741				9.8	%
Cost of sales			107,491				89.3	%			92,171				84.1	%			15,320				16.6	%
Gross profit			12,821				10.7	%			17,400				15.9	%			(4,579	)			(26.3	)%
Operating (income) expenses
Selling, general and administrative expenses			11,805				9.8	%			12,391				11.3	%			(586	)			(4.7	)%
Gain on sale of Manitowoc industrial fabrication operations			(8,213	)			(6.8	)%			-				-	%			(8,213	)			(100.0	)%
Intangible amortization			496				0.4	%			496				0.5	%			-				-	%
Total operating expense, net			4,088				3.4	%			12,887				11.8	%			(8,799	)			(68.3	)%
Operating income			8,733				7.3	%			4,513				4.1	%			4,220				93.5	%
Other expense, net
Interest expense, net			(2,526	)			(2.1	)%			(2,316	)			(2.1	)%			(210	)			(9.1	)%
Other, net			(7	)			(0.0	)%			2				0.0	%			(9	)			(450.0	)%
Total other expense, net			(2,533	)			(2.1	)%			(2,314	)			(2.1	)%			(219	)			(9.5	)%
Net income before provision for income taxes			6,200				5.2	%			2,199				2.0	%			4,001				181.9	%
Provision for income taxes			96				0.1	%			133				0.1	%			(37	)			(27.8	)%
Net income		$	6,104				5.1	%		$	2,066				1.9	%		$	4,038				195.5	%

Consolidated

Revenues for the nine months ending September 30, 2025, increased by $10,741 as compared to the prior year period primarily due to an increase in revenue within our Heavy Fabrications segment. Wind revenue increased 46% from the prior year period primarily due to restarting tower production with a limited run at our Manitowoc facility and increased wind repowering revenue. Partially offsetting this increase were decreased industrial fabrication product line revenues as we wound down our Manitowoc operations in the third quarter, and lower sales of our Pressure Reducing Systems ("PRS") units. Industrial Solutions segment revenue increased 3% from the prior year period primarily due to higher shipments to new gas turbine customers, partially offset by reduced shipments to aftermarket gas turbine customers. Gearing segment revenue decreased 27% compared to the prior year period, primarily reflective of reduced shipments to oil and gas ("O&G") customers.

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

We recorded net income of $6,104 during the nine months ended September 30, 2025, compared to net income of $2,066 during the nine months ended September 30, 2024. This increase in net income was primarily due to the $8,213 gain on the sale of the Manitowoc industrial fabrication operations.

Heavy Fabrications Segment

		Nine Months Ended
		September 30,
		2025				2024
Orders		$	24,203			$	31,506
Revenues			79,600				62,228
Operating income			14,235				5,832
Operating margin			17.9	%			9.4	%

Within our Heavy Fabrications segment, orders decreased 23% from the prior year period primarily due to a 77% decrease in industrial fabrication product line orders, and lower wind repowering orders, as we wound down our Manitowoc operations and experienced lower demand for our PRS units. Partially offsetting this decrease was an increase in wind tower orders as during the third quarter we began to recognize meaningful wind tower orders again after an extended period of production against a long-term customer agreement announced in the first quarter of 2023. Segment revenues increased by 28% compared to the prior year period primarily due to a 46% increase in wind revenue as we restarted tower production with a limited run at our Manitowoc facility and recognized increased wind repowering revenue. This was partially offset by a 16% decrease in industrial fabrication product line revenues as we wound down the Manitowoc operations and had fewer shipments of our PRS units.

Heavy Fabrications segment operating income increased by $8,403 as compared to the prior year period. The increase was primarily a result of the sale of the Manitowoc industrial fabrication operations, higher segment revenue and the corresponding increase in AMP credits recognized, partially offset by manufacturing inefficiencies associated with the production of a new, larger size wind tower model.

Gearing Segment

		Nine Months Ended
		September 30,
		2025				2024
Orders		$	30,636			$	19,546
Revenues			20,320				27,958
Operating (loss) income			(2,263	)			429
Operating margin			(11.1	)%			1.5	%

Gearing segment orders increased 57% from the prior year period primarily due to significant orders from a leading OEM in the natural gas turbine segment of the power generation end-market. Additionally, O&G orders increased from the prior year period. Gearing revenue was down 27% relative to the prior year period reflective of reduced shipments to O&G customers.

The Gearing segment's operating income decreased by $2,692 from the prior year period. This decrease was primarily attributable to lower sales, partially offset by a favorable $482 property tax adjustment in the current year period.

Industrial Solutions Segment

		Nine Months Ended
		September 30,
		2025				2024
Orders		$	37,836			$	19,291
Revenues			20,882				20,193
Operating income			1,261				2,852
Operating margin			6.0	%			14.1	%

Industrial Solutions segment orders increased from the prior year period primarily due to an increase in orders associated with new and aftermarket gas turbine projects. Segment revenues increased from the prior year period primarily due to increased shipments to new gas turbine customers, partially offset by decreased shipments to aftermarket gas turbine customers. Operating income decreased versus the prior year period primarily as a result of a less profitable mix of products sold and increased fixed costs to support higher production levels.

Corporate and Other

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

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 September 30, 2025, cash totaled $1,195, a decrease of $6,526 from December 31, 2024. Debt and finance lease obligations at September 30, 2025 totaled $15,273. As of September 30, 2025, we had $8,988 outstanding under the 2022 Credit Facility and had the ability to borrow up to an additional$25,583.

In addition to the 2022 Credit Facility, we also utilize supply chain financing arrangements as a component of our funding for working capital, which accelerates receivable collections and helps to better manage cash flow. 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 $1,341 and $1,618 as of September 30, 2025 and December 31, 2024, respectively, with $389 and $371 included in the "Line of Credit and current maturities of long-term debt" line item of our condensed consolidated financial statements as of September 30, 2025 and December 31, 2024, respectively. The notes payable have monthly payments that range from $1 to $20 and an interest rate of approximately 7%. 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, 2024 or nine months ended September 30, 2025. As of September 30, 2025, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement. Any additional shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and a 424(b) prospectus supplement.

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

If assumptions regarding our production, sales and subsequent collections from certain of our large customers, our ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer, as well as receipt of customer deposits and revenues generated from new customer orders, are materially inconsistent with management's expectations, we may in the future encounter cash flow and liquidity issues.

If 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 nine months ended September 30, 2025 and 2024:

		Nine Months Ended
		September 30,
		2025				2024
Total cash (used in) provided by:
Operating activities		$	(16,242	)		$	(986	)
Investing activities			9,936				(3,120	)
Financing activities			(220	)			4,391
Net (decrease) increase in cash		$	(6,526	)		$	285

Operating Cash Flows

During the nine months ended September 30, 2025, net cash used in operating activities totaled $16,242 compared to net cash used in operating activities of $986 during the prior year period. The increase in net cash used in operating activities during the current year period was primarily attributable to a more significant increase in inventory, decreased proceeds from the sale of AMP credits, and an increase in cash used to fund accounts receivable in the current year period compared to a source of cash in the prior year period.

Investing Cash Flows

During the nine months ended September 30, 2025, net cash provided by investing activities totaled $9,936, compared to net cash used in investing activities of $3,120 during the prior year period. The increase in net cash provided by investing activities as compared to the prior year period was primarily due to the net proceeds received from the sale of the Manitowoc industrial fabrication operations.

Financing Cash Flows

During the nine months ended September 30, 2025, net cash used in financing activities totaled $220, compared to net cash provided by financing activities of $4,391 during the prior year period. The decrease was primarily due to decreased net borrowings under the 2022 Credit Facility in the current year period and proceeds from long-term debt received in the prior year period.

CRITICAL ACCOUNTING ESTIMATES

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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, 2024. 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 global health concerns on the economies and financial markets and the demand for our products; (ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related phase out, extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits, and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (iii) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (iv) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (v) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary; (vi) our ability to continue to grow our business organically and through acquisitions; (vii) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (viii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (ix) the sufficiency of our liquidity and alternate sources of funding, if necessary; (x) our ability to realize revenue from customer orders and backlog (including our ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer); (xi) the economy and the potential impact it may have on our business, including our customers; (xii) the state of the wind energy market and other energy and industrial markets generally, including the availability of tax credits, and the impact of competition and economic volatility in those markets; (xiii) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xiv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xv) the effects of the change of administrations in the U.S. federal government; (xvi) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xvii) the potential loss of tax benefits if we experience an "ownership change" under Section 382 of the Internal Revenue Code of 1986, as amended; (xviii) the effects of proxy contests and actions of activist stockholders; (xix) the limited trading market for our securities and the volatility of market price for our securities; (xx) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); and (xxi) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A of the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025. 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.