Quarterly Report for Quarter Ending September 30, 2026 (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, 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								Nine Months Ended
		September 30,								September 30,
		2026				2025				2026				2025
Net revenues		$	22,253			$	15,048			$	64,502			$	44,440
(Loss) income from continuing operations		$	(950	)		$	5,191			$	(3,231	)		$	23
Adjusted EBITDA (1)		$	456			$	(1,188	)		$	2,050			$	(3,109	)
Capital expenditures		$	592			$	186			$	3,824			$	617
Free cash flow (2)		$	642			$	9,370			$	(3,339	)		$	5,646
Operating working capital (3)		$	32,208			$	28,752			$	32,208			$	28,752
Total debt		$	3,108			$	9,128			$	3,108			$	9,128
Total orders (4)		$	34,451			$	43,585			$	104,522			$	92,675
Backlog at end of period (4)		$	96,677			$	94,686			$	96,677			$	94,686
Book-to-bill (5)			1.5				2.0				1.5				1.6

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,
		2026				2025				2026				2025
(Loss) income from continuing operations		$	(950	)		$	5,191			$	(3,231	)		$	23
Interest expense			230				662				1,110				1,638
Income tax provision			76				28				152				45
Depreciation and amortization			808				743				2,324				2,210
Share-based compensation and other stock payments			92				332				758				1,095
Transaction costs (6)			200				11				937				93
Gain on sale of Manitowoc industrial fabrication operations			-				(8,155	)			-				(8,213	)
Adjusted EBITDA			456				(1,188	)			2,050				(3,109	)
Changes in operating working capital			699				(1,778	)			(1,734	)			(3,150	)
Capital expenditures			(592	)			(186	)			(3,824	)			(617	)
Net proceeds from sale of Manitowoc industrial fabrication operations			-				12,522				-				12,522
Proceeds from disposal of property and equipment			79				-				169				-
Free Cash Flow		$	642			$	9,370			$	(3,339	)		$	5,646

(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, transaction costs, 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.

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

(4)

Orders and backlog at September 30, 2026 and 2025 include results from our discontinued operations. Orders from discontinued operations total $720 and $7,502 for the three and nine months ended September 30, 2026, respectively as well as $13,710 and $23,450 the three and nine months ended September 30, 2025, respectively. Backlog includes $0 and $35,612 from discontinued operations at September 30, 2026 and September 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 $19,500 in cash, adjusted for certain customary closing items. 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.

On October 30, 2026, we entered into a Stock Purchase Agreement (the "Purchase Agreement") with the shareholders ("Shareholders") of MCM Acquisition Company Inc., an Iowa Corporation ("MCM"), Summit Equity Group, L.L.C., as shareholder representative, and MCM, pursuant to which we acquired 100% of the issued and outstanding capital stock of MCM (the "MCM Acquisition.") MCM is a manufacturer of precision-machined and fabricated metal components serving customers in the electric utility, infrastructure, agricultural and industrial OEM sectors, with operations located in Northport, Alabama. Under the Purchase Agreement, the aggregate purchase price consists of (i) a base purchase price of $18,000, subject to customary post-closing adjustments for working capital, cash, indebtedness and transaction expenses, plus (ii) contingent consideration of up to an additional $7,000 based on the achievement of performance targets during specified post-closing periods. The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions for a transaction of this nature.

Third Quarter Overview

Excluding discontinued operations, we received $33,731 in new orders in the third quarter, up from $29,875 in the third quarter of 2025. Industrial Solutions orders increased by 42% compared to the prior year quarter primarily due to an increase in demand associated with new gas turbine projects. Additionally, orders from PRS customers improved significantly during the third quarter as orders were muted during the prior year quarter. Partially offsetting these increases was a 38% decrease in Gearing segment orders primarily due to the absence of a significant power generation order from a leading Original Equipment Manufacturer ("OEM") of natural gas turbines received in the prior year period.

We recognized revenue of $22,253 in the third quarter, which was a 48% increase compared to the third quarter of 2025. Industrial Solutions segment revenue increased by 32% from the prior year period primarily due to increased shipments to new and aftermarket gas turbine customers. Gearing segment revenue increased 36% relative to the prior year period due to increased shipments across all markets served. PRS revenue also increased during the third quarter due to higher recent order intake levels.

We recorded a net loss of $2,390 or ($0.10) per share in the third quarter of 2026, compared to net income of $7,463 or $0.32 per share in the third quarter of 2025. In addition to the factors described above, the decrease was primarily due to the absence of the $8,155 gain on sale recognized in the prior year quarter.

RESULTS OF OPERATIONS

Three months ended September 30, 2026, Compared to Three months ended September 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 September 30, 2026, compared to the three months ended September 30, 2025.

		Three Months Ended September 30,																2026 vs. 2025
						% of Total								% of Total
		2026				Revenue				2025				Revenue				$ Change				% Change
Revenues		$	22,253				100.0	%		$	15,048				100.0	%		$	7,205				47.9	%
Cost of sales			19,352				87.0	%			13,999				93.0	%			5,353				38.2	%
Gross profit			2,901				13.0	%			1,049				7.0	%			1,852				176.5	%
Operating expenses
Selling, general and administrative expenses			3,446				15.5	%			3,160				21.0	%			286				9.1	%
Gain on sale of Manitowoc industrial fabrication operations			-				0.0	%			(8,155	)			(54.2	)%			8,155				100.0	%
Intangible amortization			100				0.4	%			165				1.1	%			(65	)			(39.4	)%
Total operating expense (income), net			3,546				15.9	%			(4,830	)			(32.1	)%			8,376				173.4	%
Operating (loss) income			(645	)			(2.9	)%			5,879				39.1	%			(6,524	)			(111.0	)%
Other expense, net
Interest expense, net			(230	)			(1.0	)%			(662	)			(4.4	)%			432				65.3	%
Other, net			1				0.0	%			2				0.0	%			(1	)			(50.0	)%
Total other expense, net			(229	)			(1.0	)%			(660	)			(4.4	)%			431				65.3	%
Net (loss) income before provision for income taxes			(874	)			(3.9	)%			5,219				34.7	%			(6,093	)			(116.7	)%
Provision for income taxes			76				0.3	%			28				0.2	%			48				171.4	%
(Loss) income from continuing operations			(950	)			(4.3	)%			5,191				34.5	%			(6,141	)			(118.3	)%
(Loss) income from discontinued operations, net of tax			(1,440	)			(6.5	)%			2,272				15.1	%			(3,712	)			(163.4	)%
Net (loss) income		$	(2,390	)			(10.7	)%		$	7,463				49.6	%		$	(9,853	)			(132.0	)%

Consolidated

Revenues increased by $7,205 as compared to the prior year period primarily due to a 32% increase in Industrial Solutions segment revenue due to higher shipments to new and aftermarket gas turbine customers. Gearing revenue also increased 36% reflective of increased shipments across all markets served.

Gross profit increased versus the prior year due primarily to higher sales within the Gearing and Industrial Solutions segments and overall improved capacity utilization.

We recorded a net loss of $2,390 during the three months ended September 30, 2026, compared to net income of $7,463 during the three months ended September 30, 2025. In addition to the factors described above, the decrease was primarily due to the absence of the $8,155 gain on sale recognized in the prior year quarter.

Gearing Segment

		Three Months Ended
		September 30,
		2026				2025
Orders		$	9,798			$	15,877
Revenues			9,595				7,069
Operating income (loss)			120				(552	)
Operating margin			1.3	%			(7.8	)%

Gearing segment orders decreased by 38% primarily due to the absence of a significant power generation order from a leading OEM of natural gas turbines received in the prior year period, partially offset by improved demand from O&G customers. Gearing revenues were up 36% relative to the prior year reflective of increased shipments across all markets served.

The Gearing segment's operating profitability increased by $672 from the prior year period. This increase was primarily attributable to higher sales in the current year period and improved capacity utilization.

Industrial Solutions Segment

		Three Months Ended
		September 30,
		2026				2025
Orders		$	19,576			$	13,823
Revenues			10,420				7,872
Operating income			1,253				445
Operating margin			12.0	%			5.7	%

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 improved capacity utilization.

Nine months ended September 30, 2026, Compared to Nine months ended September 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 nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.

		Nine Months Ended September 30,																2026 vs. 2025
						% of Total								% of Total
		2026				Revenue				2025				Revenue				$ Change				% Change
Revenues		$	64,502				100.0	%		$	44,440				100.0	%		$	20,062				45.1	%
Cost of sales			55,084				85.4	%			40,963				92.2	%			14,121				34.5	%
Gross profit			9,418				14.6	%			3,477				7.8	%			5,941				170.9	%
Operating expenses
Selling, general and administrative expenses			11,070				17.2	%			9,480				21.3	%			1,590				16.8	%
Gain on sale of Manitowoc industrial fabrication operations			-				-	%			(8,213	)			(18.5	)%			8,213				100.0	%
Intangible amortization			322				0.5	%			496				1.1	%			(174	)			(35.1	)%
Total operating income, net			11,392				17.7	%			1,763				4.0	%			9,629				546.2	%
Operating (loss) income			(1,974	)			(3.1	)%			1,714				3.9	%			(3,688	)			(215.2	)%
Other expense, net
Interest expense, net			(1,110	)			(1.7	)%			(1,638	)			(3.7	)%			528				32.2	%
Other, net			5				0.0	%			(8	)			(0.0	)%			13				162.5	%
Total other expense, net			(1,105	)			(1.7	)%			(1,646	)			(3.7	)%			541				32.9	%
Net (loss) income before provision for income taxes			(3,079	)			(4.8	)%			68				0.2	%			(3,147	)			(4627.9	)%
Provision for income taxes			152				0.2	%			45				0.1	%			107				237.8	%
(Loss) income from continuing operations			(3,231	)			(5.0	)%			23				0.1	%			(3,254	)			(14147.8	)%
(Loss) income from discontinued operations, net of tax			(293	)			(0.5	)%			6,081				13.7	%			(6,374	)			(104.8	)%
Net (loss) income		$	(3,524	)			(5.5	)%		$	6,104				13.7	%		$	(9,628	)			(157.7	)%

Consolidated

Revenues increased by $20,062 as compared to the prior year period primarily due to a 57% increase in Industrial Solutions segment revenue due to higher shipments to new and aftermarket gas turbine customers. Gearing segment revenue also increased 33% 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 overall improved capacity utilization.

We recorded a net loss of $3,524 during the nine months ended September 30, 2026, compared to net income of $6,104 during the nine months ended September 30, 2025. In addition to the factors described above, the decrease was primarily due to the absence of the $8,213 gain on sale recognized in the prior year in addition to MCM and other contemplated transaction costs incurred during the current year.

Gearing Segment

		Nine Months Ended
		September 30,
		2026				2025
Orders		$	39,137			$	30,636
Revenues			27,094				20,320
Operating loss			(161	)			(2,263	)
Operating margin			(0.6	)%			(11.1	)%

Gearing segment orders increased 28% versus the prior year period primarily due to higher demand from O&G customers. Gearing revenues were up 33% relative to the prior year primarily due to increased shipments across most markets served, most notably power generation.

The Gearing segment's operating loss decreased by $2,102 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.

Industrial Solutions Segment

		Nine Months Ended
		September 30,
		2026				2025
Orders		$	51,392			$	37,836
Revenues			32,828				20,882
Operating income			5,218				1,261
Operating margin			15.9	%			6.0	%

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 improved capacity utilization.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

On August 4, 2022, we entered into a credit agreement (as amended from time to time, 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 senior secured term loan with an original balance of $7,578 (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, 2026, cash and cash equivalents totaled $16,159 an increase of $15,702 from December 31, 2025. Debt and finance lease obligations at September 30, 2026 totaled $5,864. As of September 30, 2026, we had $3,010 outstanding under the 2022 Credit Facility and had the ability to borrow up to an additional $23,539, or $14,789 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 October 30, 2026, we completed the acquisition of MCM Acquisition Company Inc. At closing, we paid approximately $21,500 in cash, including approximately $3,500 deposited into escrow accounts, using cash on hand, an additional term loan advance of $1,796 and borrowings under our 2022 Credit Agreement. In connection with the acquisition, we amended our 2022 Credit Agreement to extend its maturity to January 1, 2028, temporarily replace the Fixed Charge Coverage Ratio covenant with a minimum Excess Availability covenant through March 31, 2027, revise certain covenant terms and increase the applicable margin on the term loan. These transactions reduced our cash resources and increased our outstanding indebtedness after September 30, 2026. Our future liquidity will depend in part on MCM's operating cash flows, our availability under the 2022 Credit Agreement, compliance with applicable covenants and our ability to access additional capital when needed.

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 $98 and $130 as of September 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 September 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"). This shelf registration statement, which included a base prospectus, allowed 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. Our Form S-3 expired on October 12, 2026. We intend to evaluate opportunities to maintain flexibility to access the public capital markets from time to time, as market conditions and other circumstances warrant.

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 nine months ended September 30, 2026. As of September 30, 2026, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement. We may not issue any additional shares under the Sales Agreement until a new Form S-3 registration statement is filed and declared effective. Any additional shares offered and sold under the Sales Agreement would be issued pursuant to the new 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, and access to the public or private debt and/or equity markets 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, 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 continuing operations for the nine months ended September 30, 2026 and 2025:

		Nine Months Ended
		September 30,
		2026				2025
Total cash (used in) provided by:
Operating activities		$	(1,227	)		$	(7,678	)
Investing activities			(3,655	)			11,905
Financing activities			(6,954	)			306
Net (decrease) increase in cash		$	(11,836	)		$	4,533

Operating Cash Flows

During the nine months ended September 30, 2026, net cash used in operating activities totaled $1,227 compared to net cash used in operating activities of $7,678 during the prior year period. The decrease in net cash used in operating activities during the current year period was primarily attributable to the absence of the gain on sale of assets recognized in the prior year period and a more significant increase in accounts payable in the current year period. This was partially offset by a more significant increase in accounts receivable in the current year period.

Investing Cash Flows

During the nine months ended September 30, 2026, net cash used in investing activities totaled $3,655, compared to net cash provided by investing activities of $11,905 during the prior year period. The decrease in net cash provided by investing activities as compared to the prior year period was primarily due to the absence of the net proceeds received from the sale of the Manitowoc industrial fabrication operations received in the prior year period in addition to a net increase in purchases of property and equipment in the current year period.

Financing Cash Flows

During the nine months ended September 30, 2026, net cash used in financing activities totaled $6,954, compared to net cash provided by financing activities of $306 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 nine months ended September 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.

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 acquisition of MCM Acquisition Company, Inc., and our ability to integrate MCM's operations into our business efficiently, (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 available to us; (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 energy and industrial markets generally, including 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; (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.