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What changed in BROADWIND, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BROADWIND, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+162 added−135 removedSource: 10-K (2026-03-11) vs 10-K (2025-03-05)

Top changes in BROADWIND, INC.'s 2025 10-K

162 paragraphs added · 135 removed · 113 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

37 edited+8 added−7 removed47 unchanged
Biggest changeThe following table summarizes the key markets served and product offering of our three segments: Segment Heavy Fabrications Gearing Industrial Solutions Key Markets Served -Wind Power Generation -Onshore & Offshore -Combined Cycle Natural -Surface and Underground Mining Oil and Gas Fracking/Drilling Gas Power Generation -Material Handling -Surface and Underground Mining -Solar Power Generation -Oil and Gas -Steel Production -Wind Power Generation -Construction -Infrastructure -Infrastructure -Wind Power Generation -Pulp and Paper -Material Handling -Marine -Waste Processing -Defense Products -Wind Towers/Adaptors -Loose Gearing -Supply Chain Solutions -Industrial Fabrications: -Custom Gearboxes -Inventory Management Mining Components -Gearbox Repair -Kitting and Assembly Crane Components -Heat Treat Services -Solar Inverter Racks Pressure Reducing Systems -Precision Machining -Solar Powered Shelters/Charging Stations Other Frames/Structures Pressure Vessels 4 Business and Operating Strategy We intend to capitalize on the markets for wind energy, gas turbines, O&G, mining, and other industrial verticals in North America by leveraging our core competencies in welding, manufacturing, assembling and kitting.
Biggest changeThe following table summarizes the key markets served and product offerings of our three segments as of December 31, 2025: Segment Heavy Fabrications Gearing Industrial Solutions Key Markets Served -Wind Power Generation -Power Generation -Combined Cycle Natural -Oil and Gas -Onshore & Offshore Gas Power Generation -Onsite Power Generation Oil and Gas Fracking/Drilling -Solar Power Generation -Material Handling -Wind Power Generation -Wind Power Generation -Surface and Underground Mining -Steel Production -Infrastructure -Marine -Defense -Pulp and Paper -Waste Processing Products -Wind Towers/Adapters -Loose Gearing -Supply Chain Solutions -Pressure Reducing Systems -Custom Gearboxes -Inventory Management -Gearbox Repair -Kitting and Assembly -Heat Treat Services -Solar Inverter Racks -Precision Machining -Solar Powered Shelters/Charging Stations 4 Business and Operating Strategy We intend to capitalize on the markets for wind energy, gas turbines, O&G, mining, and other industrial verticals in North America by leveraging our core competencies in welding, manufacturing, assembling and kitting.
It provides for tax credits up to a maximum of 30%, adjusted for inflation annually, for electricity generated from qualified renewable energy sources where taxpayers meet prevailing wage standards and employ a sufficient proportion of qualified apprentices from registered apprenticeship programs. It also provides a bonus credit for qualifying clean energy production in energy communities.
It provided for tax credits up to a maximum of 30%, adjusted for inflation annually, for electricity generated from qualified renewable energy sources where taxpayers meet prevailing wage standards and employ a sufficient proportion of qualified apprentices from registered apprenticeship programs. It also provided a bonus credit for qualifying clean energy production in energy communities.
Our key competitors include Gexpro and other small independent companies. REGULATION Production Tax Credit/Investment Tax Credit The most impactful development incentive for our products has been the production tax credit (“PTC”) for new wind energy projects, which provides federal income tax credits based on electricity produced from qualifying wind turbines.
Our key competitors include Gexpro and other small independent companies. REGULATION Production Tax Credit/Investment Tax Credit Historically, the most impactful development incentive for our wind industry products has been the production tax credit (“PTC”) for new wind energy projects, which provides federal income tax credits based on electricity produced from qualifying wind turbines.
In December 2020, the Consolidated Appropriations Act of 2021 (“COVID IV”), a $2.3 trillion spending bill that combines a $1.4 trillion omnibus spending bill for federal fiscal year 2021 with $900 billion in stimulus relief for the COVID-19 pandemic was signed into law.
In December 2020, the Consolidated Appropriations Act of 2021 (“COVID IV”), a $2.3 trillion spending bill that combined a $1.4 trillion omnibus spending bill for federal fiscal year 2021 with $900 billion in stimulus relief for the COVID-19 pandemic was signed into law.
Within the wind tower product line of our Heavy Fabrications segment, the largest North American based competitor is Arcosa Inc., which was formerly a Trinity Industries company. Other competitors include C.S. Wind, a South Korean company, Marmen Industries, a Canadian company, and GRI Renewable Industries, a Spanish company, each of which have production facilities in the U.S.
Within the wind tower product line of our Heavy Fabrications segment, the largest North American based competitor is Arcosa Inc. Other competitors include C.S. Wind, a South Korean company, Marmen Industries, a Canadian company, and GRI Renewable Industries, a Spanish company, each of which have production facilities in the U.S.
We believe that execution of our investment strategy provides significant opportunity to generate stockholder value, through profitable growth and leveraging a significant unrealized economic asset, over $295 million of net operating losses (“NOLs”) as of December 31, 2024 which can be used to cover future prospective tax liabilities. ● Streamline front-end processes to operational efficiency .
We believe that execution of our investment strategy provides significant opportunity to generate stockholder value, through profitable growth and leveraging a significant unrealized economic asset, over $298 million of net operating losses (“NOLs”) as of December 31, 2025 which can be used to cover future prospective tax liabilities. ● Streamline front-end processes to operational efficiency .
According to Wood Mackenzie Power & Renewables 2024 industry data, the top two wind turbine manufacturers comprised approximately 91% of the U.S. market. As a result, although we have historically produced towers for a broad range of wind turbine manufacturers, in any given year a limited number of customers have accounted for the majority of our revenues.
According to Wood Mackenzie Power & Renewables 2025 industry data, the top two wind turbine manufacturers comprised approximately 88% of the U.S. market. As a result, although we have historically produced towers for a broad range of wind turbine manufacturers, in any given year a limited number of customers have accounted for the majority of our revenues.
Within our other industrial markets served, our customer base includes steel producers, ship builders, and manufacturers of material handling, pulp and paper and other power generation equipment. Sales to GE Vernova represented greater than 10% of our consolidated revenues for the years ended December 31, 2024 and 2023.
Within our other industrial markets served, our customer base includes steel producers, and manufacturers of material handling, pulp and paper and other power generation equipment. Sales to GE Vernova represented greater than 10% of our consolidated revenues for the years ended December 31, 2025 and 2024.
Business Overview Broadwind is a precision manufacturer of structures, equipment and components for clean technology and other specialized applications. We provide technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”).
Business Overview Broadwind is a precision manufacturer of structures, equipment and components for power generation, critical infrastructure, and other specialized applications. We provide technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States of America (the “U.S.”).
Industrial Solutions We provide supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market. We have recently expanded into the U.S. wind power generation market, by providing tower internals kitting solutions for on-site installations, as OEMs domesticate their supply chain due to lead time and reliability issues.
Industrial Solutions We provide supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market. We support the U.S. wind power generation market, by providing tower internals kitting solutions for on-site installations, as OEMs domesticate their supply chain due to lead time and reliability issues.
Court of International Trade but excluded CS Wind Vietnam from the antidumping order. In April 2019, the USDOC extended the term of these duties for an additional five-year period.
Court of International Trade but excluded CS Wind Vietnam from the antidumping order. In April 2019, the USDOC extended the term of these duties for an additional five-year period. In October 2024, the USDOC again extended the term of these duties for an additional five-year period.
As of December 31, 2024, the dollar amount of our backlog based on unfulfilled POs and supply agreements was approximately $125 million. This represents a 31% decrease from the backlog at December 31, 2023. Backlog as of December 31, 2024 and 2023 is net of revenue recognized over time as described in Note 2, “Revenues” of our consolidated financial statements.
As of December 31, 2025, the dollar amount of our backlog based on unfulfilled POs and supply agreements was approximately $96 million. This represents a 24% decrease from the backlog at December 31, 2024. Backlog as of December 31, 2025 and 2024 is net of revenue recognized over time as described in Note 2, “Revenues” of our consolidated financial statements.
Legislative support for the PTC has been intermittent since its introduction in 1992, which has caused volatility in the demand for new wind energy projects.
Political and legislative support for the PTC has been intermittent since its introduction in 1992, which has caused significant volatility in the demand for new wind energy projects.
As a result of COVID IV, the PTC will subsidize wind projects commenced as late as 2021 and completed by 2025, or later if continuous construction can be demonstrated. Included in COVID IV is the addition of a new 30% investment tax credit (“ITC”) created for offshore wind projects that start construction by the end of 2025.
As a result of COVID IV, the PTC has subsidized wind projects commenced as late as 2021 and completed by 2025, or later if continuous construction can be demonstrated. Included in COVID IV was the addition of a new 30% investment tax credit (“ITC”) created for offshore wind projects that start construction by the end of 2025.
The decrease in OWC was driven primarily by lower accounts receivable balances. 9 CORPORATE INFORMATION Our principal executive office is located at 3240 South Central Avenue, Cicero, IL 60804. Our phone number is (708) 780-4800 and our website address is www.bwen.com.
The increase in OWC was driven primarily by lower customer deposit balances. 9 CORPORATE INFORMATION Our principal executive office is located at 3240 South Central Avenue, Cicero, IL 60804. Our phone number is (708) 780-4800 and our website address is www.bwen.com.
As of December 31, 2024, approximately 18% of our employees were covered by collective bargaining agreements with local unions in our Cicero, Illinois and Neville Island, Pennsylvania locations.
As of December 31, 2025, approximately 20% of our employees were covered by collective bargaining agreements with local unions in our Cicero, Illinois and Neville Island, Pennsylvania locations.
Gearing We provide gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including; surface and underground mining, wind energy, steel, material handling, infrastructure, onshore and offshore O&G fracking and drilling, marine, defense, and other industrial markets.
Gearing We provide gearing, gearboxes and precision machined components to a broad set of customers in diverse markets including; power generation, onshore and offshore oil and gas (“O&G”) fracking and drilling, material handling, wind energy, surface and underground mining, steel, infrastructure, marine, defense, and other industrial markets.
Our strategic objectives include the following: ● Diversify our customer and product line concentrations . In 2024, sales derived from our top five customers represented 73% of total sales and sales into the wind energy industry represented 44% of total sales.
Our strategic objectives include the following: ● Diversify our customer and product line concentrations . In 2025, sales derived from our top five customers represented 80% of total sales and sales into the wind energy industry represented 51% of total sales.
We provide gearbox repair services and have manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and OEM applications for a century.
We provide gearbox repair services and have manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and Original Equipment Manufacturers (“OEM”) applications for a century.
SEASONALITY The majority of our business is not affected by seasonality. EMPLOYEES We had 411 U.S.-based employees at December 31, 2024, of which 366 were in manufacturing related functions and 45 were in administrative functions.
SEASONALITY The majority of our business is not affected by seasonality. EMPLOYEES We had 341 U.S.-based employees at December 31, 2025, of which 304 were in manufacturing related functions and 37 were in administrative functions.
The table below summarizes our employees as of December 31, 2024: Number of Employees As of Segment December 31, 2024 Heavy Fabrications 238 Gearing 112 Industrial Solutions 50 Corporate 11 Total 411 RAW MATERIALS The primary raw material used in the construction of heavy fabrication and gearing products is steel in the form of plate, bar stock, forgings and castings.
The table below summarizes our employees as of December 31, 2025: Number of Employees As of Segment December 31, 2025 Heavy Fabrications 163 Gearing 104 Industrial Solutions 64 Corporate 10 Total 341 RAW MATERIALS The primary raw material used in the construction of heavy fabrication and gearing products is steel in the form of plate, bar stock, forgings and castings.
Our OWC at December 31, 2024 was $19,287, or 14% of trailing three months of sales annualized, compared to December 31, 2023, when OWC was $19,408, or 10% of trailing three months of sales annualized.
Our OWC at December 31, 2025 was $37,795, or 25% of trailing three months of sales annualized, compared to December 31, 2024, when OWC was $19,287, or 14% of trailing three months of sales annualized.
The Indonesia countervailing duty order was later revoked after an appeal to the U.S. Court of International Trade (“CIT”). Then in September 2020, a new trade case was brought before the USDOC and USITC, to assess whether wind towers imported from India, Malaysia, and Spain were being sold in the U.S. at less than fair value.
In September 2020, a new trade case was brought before the USDOC and USITC, to assess whether wind towers imported from India, Malaysia, and Spain were being sold in the U.S. at less than fair value. The USDOC and USITC issued affirmative final determinations in all three antidumping (India, Malaysia, and Spain) and two countervailing duty cases (India and Malaysia).
A four-year collective bargaining agreement in regard to the Cicero, Illinois facility was negotiated in February 2022 and is expected to remain in effect through February 2026. We believe that our relationship with our employees is generally positive.
On March 6, 2026, we agreed to a new four-year collective bargaining agreement with the union representing the workforce at our Cicero, Illinois facility replacing a previous agreement. The new four-year collective bargaining agreement is expected to remain in effect through February 2030. We believe that our relationship with our employees is generally positive.
Our diversification efforts are impacted in part by the end-market demand outlook. ● Improve capacity utilization and broaden our manufacturing capabilities . Subject to labor availability, we have manufacturing capacity available that could support a significant increase in our annual revenues for heavy fabrications, gearing and industrial solutions.
Subject to labor availability, we have manufacturing capacity available that could support a significant increase in our annual revenues for gearing and industrial solutions.
Our Gearing segment name remained the same. Heavy Fabrications We provide large, complex and precision fabrications to customers in a broad range of industrial markets.
Our Gearing segment name remained the same. Heavy Fabrications We provide large, complex and precision fabrications to customers; historically in a broad range of industrial markets. Our most significant presence is within the U.S. wind energy industry where we provide steel towers and repowering adapters primarily to wind turbine manufacturers.
The provision will retroactively apply to projects that started production in 2016. On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted to reduce inflation and promote clean energy in the United States. The IRA modifies and extends the PTC until the later of 2032 or when greenhouse gas emissions have been reduced by 75% compared to 2022.
The provision also retroactively applied to certain projects that started production in 2016. On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted to reduce inflation and promote clean energy in the United States.
The IRA also includes Advanced Manufacturing Production tax credits (“AMP credits”) for manufacturers of eligible components, including wind and solar components. Manufacturers qualify for the AMP credits based on the electricity output for each component produced and sold in the US starting in 2023 through 2032.
Manufacturers qualify for the AMP credits based on the electricity output for each component produced and sold in the US starting in 2023 through 2032. The OBBBA eliminated the credit for components produced and sold after 2027. The credit amount varies based on the eligible component, which includes solar components, wind energy components, inverters, qualifying battery components, and critical minerals.
Manufacturers can elect a direct pay option where they can receive a payment equal to the full value of the tax credits from the Internal Revenue Service anytime during the ten-year period. That election lasts for five years, after which the AMP credits can be used against tax obligations or transferred to third parties in exchange for cash.
Tower manufacturers are eligible for credits of $0.03 per watt for applicable components produced. Manufacturers can elect a direct pay option where they can receive a payment equal to the full value of the tax credits from the Internal Revenue Service anytime during the ten-year period.
This is an improvement as compared to 2019, when our top five customers comprised 79% of total sales and sales in the wind energy industry represented 66% of total sales. To reduce the concentration of our sales, we have focused our product development activities and our sales force on expanding and diversifying our customer base and product lines.
We have reduced the concentration of our sales as compared to 2020, when our top five customers comprised 84% of total sales and sales in the wind energy industry represented 70% of total sales.
The primary differentiator among fabricators is the range of manufacturing and machining capabilities, including lifting capacity, precision machining, heat treatment capacity and the sophistication of quality systems. In our Gearing segment, which is focused on O&G, wind energy, mining and steel markets, we compete with domestic and international manufacturers who produce gears greater than one meter in diameter.
The USDOC imposed orders for two cases in August 2021 and the remainder in December 2021. 6 In our Gearing segment, which is focused on O&G, natural gas power generation, wind energy, mining and steel markets, we compete with domestic and international manufacturers who produce gears greater than one meter in diameter.
Our investment criteria for opportunistic acquisitions as well as organic investments include, among other things, our ability to: improve manufacturing competencies, support our existing capacity utilization strategy, enhance our diversification strategy and/or augment our penetration into renewable markets.
Our investment criteria for opportunistic acquisitions as well as organic investments include, among other things, our ability to: improve manufacturing competencies, support our existing capacity utilization strategy, enhance our diversification strategy. Additionally, we have developed new variations of our PRS unit which supplies compressed natural gas to regions without established infrastructure as part of the virtual pipeline.
The IIJA allocated $62 billion to the Department of Energy for various projects focused on clean energy resources and expanding renewable energy. However the timing of the award of projects funded by the IIJA is uncertain thus the impact on our business is uncertain.
The IIJA authorized $548 billion in new infrastructure spending over the next five years following enactment and $650 billion in previously allocated funds. The IIJA allocated $62 billion to the Department of Energy (“DOE”) for various projects focused on clean energy resources and expanding renewable energy.
The two facilities have a combined annual tower production capacity of up to approximately 550 towers (1650 tower sections), sufficient to support turbines generating more than 1.7 GW of power (assuming a 3 MW tower).
The Abilene facility has an annual wind tower production capacity of up to approximately 220 towers (660 tower sections), sufficient to support turbines generating more than 800 MW of power (assuming a 3 MW tower). In this segment we also manufacture a proprietary mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market.
In July 2025, the USITC and USDOC will conduct a required “five-year review” of the trade orders on Canada, Indonesia, Korea, and Vietnam to determine whether the orders should be revoked. 6 Within our industrial fabrications product line of our Heavy Fabrications segment, our competitors in a fragmented market include Weldall Manufacturing and AT&F Advanced Metals, along with a large number of other regional competitors.
The USITC and USDOC are currently conducting a required “five-year review” of the trade orders on Canada, Indonesia, Korea, and Vietnam to determine whether the orders should be extended for another five-year period.
Investment in Infrastructure In November 2021, the federal Infrastructure Investment and Jobs Act (“IIJA”) was signed into law. The IIJA provides for $548 billion in new infrastructure spending over the next five years and $650 billion in previously allocated funds.
That election lasts for five years, after which the AMP credits can be used against tax obligations or transferred to third parties in exchange for cash. Investment in Infrastructure In November 2021, the federal Infrastructure Investment and Jobs Act (“IIJA”) was signed into law.
We are leveraging existing customer relationships within each of our segments to cross sell our broad portfolio of capabilities. We utilize a stage gate model for new product development, which provides a framework for evaluating opportunities and commercialization. Additionally, we continue to use new customer and product revenues as metrics within our variable executive compensation programs.
To reduce the concentration of our sales, we have focused our product development activities and our sales force on expanding and diversifying our customer base and product lines. We are leveraging existing customer relationships within each of our segments to cross sell our broad portfolio of capabilities.
Removed
Our most significant presence is within the U.S. wind energy industry, although we have diversified into other industrial markets in order to improve our capacity utilization, reduce our customer concentration, and reduce our exposure to uncertainty related to governmental policies currently impacting the U.S. wind energy industry.
Added
We streamlined our operations within this segment during the year ended December 31, 2025, selling our industrial fabrication operations in Manitowoc, Wisconsin in September 2025 and consolidating our remaining segment operations to our production facility in Abilene, Texas.
Removed
Within the U.S. wind energy industry, we provide steel towers and repowering adapters primarily to wind turbine manufacturers. Our production facilities, located in Manitowoc, Wisconsin and Abilene, Texas, are situated in close proximity to the primary U.S. domestic wind energy and equipment manufacturing hubs.
Added
We utilize a stage gate model for new product development, which provides a framework for evaluating opportunities and commercialization. Our diversification efforts are impacted in part by the end-market demand outlook. ● Improve capacity utilization and broaden our manufacturing capabilities .
Removed
We have expanded our production capabilities and leveraged our manufacturing competencies, including welding, lifting capacity and stringent quality practices, into aftermarket and original equipment manufacturer (“OEM”) components utilized in surface and underground mining, construction, material handling, oil and gas (“O&G”) and other infrastructure markets.
Added
The Indonesia countervailing duty order was later revoked after an appeal to the U.S. Court of International Trade (“CIT”). An appeal of the Canada antidumping determination is currently pending at the U.S. Court of Appeals for the Federal Circuit.
Removed
We have designed and manufacture a mobile, modular pressure reducing system (“PRS”) for the compressed natural gas virtual pipeline market. We manufacture components for buckets, shovels, car bodies, drill masts and other products that support mining and construction markets. In other industrial markets, we provide crane components, pressure vessels, frames and other structures.
Added
The IRA modified and extended the PTC until the later of 2032 or when greenhouse gas emissions would have been reduced by 75% compared to 2022.
Removed
Additionally, we are developing new variations of our PRS unit which supplies compressed natural gas to regions without established infrastructure as part of the virtual pipeline.
Added
The One Big Beautiful Bill Act (the “OBBBA”), enacted on July 4, 2025, limited the applicability of these existing programs. 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 PTC or the ITC.
Removed
The USDOC and USITC issued affirmative final determinations in all three antidumping (India, Malaysia, and Spain) and two countervailing duty cases (India and Malaysia). The USDOC imposed orders for two cases in August 2021 and the remainder in December 2021. Appeals of the Canada and Korea antidumping determinations are currently pending at the U.S.
Added
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.
Removed
The credit amount varies based on the eligible component, which includes solar components, wind energy components, inverters, qualifying battery components, and critical minerals. Tower manufacturers are eligible for credits of $0.03 per watt for applicable components produced.
Added
The PTC and ITC have driven demand for new wind projects by providing financial incentives to developers, and the limitations on available incentives imposed by the OBBBA have negatively impacted demand for future wind projects. The IRA also included Advanced Manufacturing Production tax credits (“AMP credits”) for manufacturers of eligible components, including wind and solar components.
Added
As of the date of this report, the DOE still reported a limited amount of clean energy project funding remained available under the IIJA, however the timing of the award of remaining projects funded by the IIJA is uncertain thus the remaining impact on our business is uncertain.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

30 edited+21 added−3 removed158 unchanged
Biggest changeFor example, President Trump has indicated that his administration is likely to impose significant tariffs on imported goods. The imposition of such tariffs may strain international trade relations or impact costs of raw materials. Additionally, an advisory commission, the “Department of Government Efficiency” was announced to reform federal government processes and reduce expenditures.
Biggest changeFor example, during 2025, President Trump's administration has imposed significant tariffs on goods imported into the United States from many countries around the world. The imposition of such tariffs has strained and may continue to strain international trade relations and has impacted and may continue to impact the costs of raw materials.
Recent increases in inflation and interest rates in the United States and elsewhere could adversely affect our business. We are exposed to fluctuations in inflation and interest rates, which could negatively affect our business, financial condition and results of operations. The United States and other jurisdictions have recently experienced high levels of inflation.
Recent increases in inflation and high interest rates in the United States and elsewhere could adversely affect our business. We are exposed to fluctuations in inflation and interest rates, which could negatively affect our business, financial condition and results of operations. The United States and other jurisdictions have recently experienced high levels of inflation.
To address these concerns, in February 2013 we adopted a Section 382 Stockholder Rights Plan, which was subsequently approved by our stockholders and extended in 2016, 2019, and 2022 for additional three-year periods (as amended, the “Rights Plan”), designed to preserve our substantial tax assets associated with NOL carryforwards under Section 382.
To address these concerns, in February 2013 we adopted a Section 382 Stockholder Rights Plan, which was subsequently approved by our stockholders and extended in 2016, 2019, 2022, and 2025 for additional three-year periods (as amended, the “Rights Plan”), designed to preserve our substantial tax assets associated with NOL carryforwards under Section 382.
We face significant risks associated with uncertainties resulting from changes to policies and laws with the periodic changes in the U.S. administration. Changes of administration in the U.S. federal government may affect our business in a manner that currently cannot be reliably predicted, especially given the potentially significant changes to various laws and regulations that affect us.
We face significant risks associated with uncertainties resulting from changes to policies and laws with the periodic changes in the U.S. administration. Changes of administration in the U.S. federal government may affect our business in a manner that currently cannot be reliably predicted, especially given the potentially significant changes to various laws and regulations that affect our business.
Additionally, the war in Ukraine has led to economic sanctions imposed against Russia by the U.S. and certain European nations, including a prohibition on doing business with certain Russian companies which may have led to, or may lead to, certain retaliatory trade restrictions from Russia.
Additionally, the ongoing war in Ukraine has led to economic sanctions imposed against Russia by the U.S. and certain European nations, including a prohibition on doing business with certain Russian companies which may have led to, or may lead to, certain retaliatory trade restrictions from Russia.
During 2024, we did not incur significant remediation costs or penalties related to environmental matters. 18 Our ability to comply with regulatory requirements and potential environmental, social and governance (“ESG”) regulations and trends is critical to our future success, and there can be no guarantee that our businesses are in full compliance with all such requirements.
During 2025, we did not incur significant remediation costs or penalties related to environmental matters. 18 Our ability to comply with regulatory requirements and potential environmental, social and governance (“ESG”) regulations and trends is critical to our future success, and there can be no guarantee that our businesses are in full compliance with all such requirements.
As described in Note 10 “Debt and Credit Agreements” of our consolidated financial statements, the agreements governing our indebtedness contain covenants restricting our operations and limiting our financial flexibility. In addition, some of the agreements governing our indebtedness require that we maintain minimum EBITDA requirements, not exceed a maximum fixed charge coverage ratio and contain certain customary events of default.
As described in Note 11 “Debt and Credit Agreements” of our consolidated financial statements, the agreements governing our indebtedness contain covenants restricting our operations and limiting our financial flexibility. In addition, some of the agreements governing our indebtedness require that we maintain minimum EBITDA requirements, not exceed a maximum fixed charge coverage ratio and contain certain customary events of default.
Servicing our indebtedness requires a significant amount of cash, and the terms of our current indebtedness, and the terms of any future indebtedness, may restrict the activities of the Company. We have significant indebtedness, including the indebtedness under the 2022 Credit Facility (as defined and further discussed in Note 10 “Debt and Credit Agreements” of our consolidated financial statements).
Servicing our indebtedness requires a significant amount of cash, and the terms of our current indebtedness, and the terms of any future indebtedness, may restrict the activities of the Company. We have significant indebtedness, including the indebtedness under the 2022 Credit Facility (as defined and further discussed in Note 11 “Debt and Credit Agreements” of our consolidated financial statements).
In addition, historically we have carried a significant amount of variable rate debt which is subject to fluctuations in interest rates. Certain government agencies, including the U.S. Treasury, have previously implemented and may implement policies that have resulted and may continue to result in significantly increased interest rates and borrowing costs.
In addition, historically we have carried a significant amount of variable rate debt which is subject to fluctuations in interest rates. Certain government agencies, including the U.S. Treasury, have previously implemented and may implement policies that have resulted and continue to result in historically high interest rates and borrowing costs.
Such sanctions may impact companies in many sectors and has lead to volatility of prices in the global energy industry and disruption and volatility in the U.S. and global markets.
Such sanctions may impact companies in many sectors and has led to volatility of prices in the global energy industry and disruption and volatility in the U.S. and global markets.
In 2024, the closing price of our common stock varied from a high of $4.42 per share to a low of $1.55 per share. Stockholders may have incurred substantial losses with regard to any investment in our common stock adversely affecting stockholder confidence. Limitations on our ability to utilize our NOLs may negatively affect our financial results.
In 2025, the closing price of our common stock varied from a high of $3.55 per share to a low of $1.41 per share. Stockholders may have incurred substantial losses with regard to any investment in our common stock adversely affecting stockholder confidence. Limitations on our ability to utilize our NOLs may negatively affect our financial results.
Some of the markets we serve have a limited number of customers. In 2024, one customer, GE Vernova, accounted for more than 10% of our consolidated revenues, and our five largest customers accounted for 73% of our consolidated revenues.
Some of the markets we serve have a limited number of customers. In 2025, one customer, GE Vernova, accounted for more than 10% of our consolidated revenues, and our five largest customers accounted for 80% of our consolidated revenues.
The IRA also includes AMP credits for manufacturers of eligible components, including wind and solar components. Manufacturers qualify for the AMP credits based on the electricity output for each component produced and sold in the US starting in 2023 through 2032.
The IRA also includes AMP credits for manufacturers of eligible components, including wind and solar components. Manufacturers qualify for the AMP credits based on the electricity output for each component produced and sold in the US starting in 2023 through 2032. The OBBBA eliminates the credit for components produced and sold after 2027.
The IRA modifies and extends the PTC until the later of 2032 or when greenhouse gas emissions have been reduced by 75% compared to 2022.
The IRA modified and extended the PTC until the later of 2032 or when greenhouse gas emissions have been reduced by 75% compared to 2022.
Supreme Court in 2024, most notably Loper Bright Enterprises V. Raimondo. In Loper Bright, the U.S. Supreme Court held that the U.S. Administrative Procedure Act requires that courts exercise their independent judgment when deciding whether a federal agency has acted within its statutory authority, and not to defer to an agency interpretation solely because a statute is ambiguous.
Supreme Court held that the U.S. Administrative Procedure Act requires that courts exercise their independent judgment when deciding whether a federal agency has acted within its statutory authority, and not to defer to an agency interpretation solely because a statute is ambiguous.
Treasury Department, (ii) subsequent amendments to or interpretations of the law, and/or (iii) future laws or regulations rendering certain provisions of the IRA less effective or ineffective, in whole or in part, could result in material adverse changes to the benefits we have recognized and expect to recognize. Several significant administrative law cases were decided by the U.S.
Treasury Department, (ii) subsequent amendments to or interpretations of the law, and/or (iii) future laws or regulations rendering certain provisions of the IRA less effective or ineffective, in whole or in part, could result in material adverse changes to the benefits we have recognized and expect to recognize.
Additionally, because the Rights Plan subjects any person that acquires 4.9% of our common stock without the Board’s permission to significant dilution, it could make it harder for a third party to acquire us without the consent of the Board.
There can be no assurance that the Rights Plan will be effective in protecting our NOL carryforwards. Additionally, because the Rights Plan subjects any person that acquires 4.9% of our common stock without the Board’s permission to significant dilution, it could make it harder for a third party to acquire us without the consent of the Board.
In particular, the Rights Plan may deter a third party from completing or even initiating an acquisition of the Company, which may prevent stockholders from realizing a control premium from a potential acquirer, or from otherwise maximizing stockholder value.
In particular, the Rights Plan may deter a third party from completing or even initiating an acquisition of the Company, which may prevent stockholders from realizing a control premium from a potential acquirer, or from otherwise maximizing stockholder value. We cannot predict the risks associated with the implementation and use of artificial intelligence and related technologies.
Recent increases in interest rates will result in increased interest expense to the extent we cannot limit our debt balances. A severe or prolonged economic downturn, whether due to inflationary pressures, increased interest rates, or otherwise, could result in a variety of risks to our business, including weakened demand for our products.
A severe or prolonged economic downturn, whether due to inflationary pressures, historically high interest rates, or otherwise, could result in a variety of risks to our business, including weakened demand for our products.
Raw material costs for materials such as steel, our primary raw material, have fluctuated significantly and may continue to fluctuate. To reduce price risk caused by market fluctuations, we have generally tried to match raw material purchases to our sales contracts or incorporated price adjustment clauses in our contracts.
To reduce price risk caused by market fluctuations, we have generally tried to match raw material purchases to our sales contracts or incorporated price adjustment clauses in our contracts.
Many of the products we sell, and related services that we provide require that we have skilled labor in our manufacturing facilities. The availability of labor in the markets in which we operate has declined in recent years and competition for such labor has increased, especially under current inflationary pressures.
The availability of labor in the markets in which we operate has declined in recent years and competition for such labor has increased, especially under current inflationary pressures.
Pressures on and uncertainty surrounding the U.S. federal government’s budget, and potential change in budgetary priorities could adversely affect individual programs and delay purchasing or payment decisions by certain of our customers. All of these uncertainties may individually or in the aggregate materially and adversely affect our business, results of operations or financial condition.
Pressures on and uncertainty surrounding the U.S. federal government’s budget, and potential change in budgetary priorities could adversely affect individual programs including programs that incentivize the development of wind power generation capacity, and may delay purchasing or payment decisions by certain of our customers.
In November 2022, a four-year collective bargaining agreement was ratified by the collective bargaining union in our Neville Island facility and will remain in effect through October 2026. A four-year collective bargaining agreement in regard to the Cicero, Illinois facility was negotiated in February 2022, and is expected to remain in effect through February 2026.
In November 2022, a four-year collective bargaining agreement was ratified by the collective bargaining union in our Neville Island facility and will remain in effect through October 2026. On March 6, 2026, we agreed to a new four-year collective bargaining agreement with the union representing the workforce at our Cicero, Illinois facility replacing a previous agreement.
Any failure to negotiate and conclude a new collective bargaining agreement with a union when the applicable agreement expires could result in strikes, boycotts, or other labor disruptions. As of December 31, 2024, these collective bargaining units represented approximately 18% of our workforce. Our ability to hire and retain qualified personnel at competitive cost could adversely affect our business.
The new four-year collective bargaining agreement is expected to remain in effect through February 2030. Any failure to negotiate and conclude a new collective bargaining agreement with a union when the applicable agreement expires could result in strikes, boycotts, or other labor disruptions. As of December 31, 2025, these collective bargaining units represented approximately 20% of our workforce.
Our diversification efforts into natural gas turbine power generation (also known as aeroderivatives), defense, mining, precision machining, O&G and other power generation markets may require additional investments in personnel, equipment and operational infrastructure.
We continue to seek to strategically diversify and grow the business to improve operational efficiency and meet customer demand. Our diversification efforts into natural gas turbine power generation, defense, mining, precision machining, O&G and other power generation markets may require additional investments in personnel, equipment and operational infrastructure.
The Rights Plan is intended to deter any person or group from being or becoming the beneficial owner of 4.9% or more of our common stock and thereby triggering a further limitation of our available NOL carryforwards. On February 3, 2025, the Board approved an amendment which included an extension of the Rights Plan for an additional three years.
The Rights Plan is intended to deter any person or group from being or becoming the beneficial owner of 4.9% or more of our common stock and thereby triggering a further limitation of our available NOL carryforwards. See Note 15, “Income Taxes” of our consolidated financial statements for further discussion of our Rights Plan.
Certain of our competitors and potential competitors may have substantially greater financial resources, customer support, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry than we do. Among other things, these industry participants compete with us based upon price, quality, location and available capacity.
Certain of our competitors and potential competitors may have substantially greater financial resources, customer support, technical, market intelligence and marketing resources, faster and more effective adoption of new technologies including artificial intelligence and machine learning, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry than we do.
Disruptions in the supply of parts and raw materials, or changes in supplier relations, may negatively impact our operating results. We are dependent upon the supply of certain raw materials used in our production process, and these raw materials are exposed to price fluctuations on the open market.
We are dependent upon the supply of certain raw materials used in our production process, and these raw materials are exposed to price fluctuations on the open market. Raw material costs for materials such as steel, our primary raw material, have fluctuated significantly and may continue to fluctuate.
We cannot be sure that we will have the resources or expertise to compete successfully in the future. We also cannot be sure that we will be able to match cost reductions by our competitors or that we will be able to succeed in the face of current or future competition.
We also cannot be sure that we will be able to match cost reductions by our competitors or that we will be able to succeed in the face of current or future competition. RISKS RELATED TO OUR CORPORATE STRATEGY Our plans for growth and diversification may not be successful, and could result in poor financial performance.
The extent and duration of the war and extent and strength of the sanctions are still developing, and the corresponding effect on the Company remains uncertain. Certain other geopolitical conflicts, including the war between Israel and Hamas has also lead to material disruptions to certain supply chains and volatility in prices.
The extent and duration of the war and extent and strength of the sanctions are still developing, and the corresponding effect on the Company remains uncertain.
Removed
RISKS RELATED TO OUR CORPORATE STRATEGY Our plans for growth and diversification may not be successful, and could result in poor financial performance. We continue to seek to strategically diversify and grow the business to improve operational efficiency and meet customer demand.
Added
All of these uncertainties may individually or in the aggregate materially and adversely affect our business, results of operations or financial condition. Disruptions in the supply of parts and raw materials, or changes in supplier relations, may negatively impact our operating results.
Removed
The amendment is subject to approval by our stockholders at our 2025 Annual Meeting of Stockholders. See Note 14, “Income Taxes” of our consolidated financial statements for further discussion of our Rights Plan.
Added
Our ability to hire and retain qualified personnel at competitive cost could adversely affect our business. Many of the products we sell, and related services that we provide require that we have skilled labor in our manufacturing facilities.
Removed
There can be no assurance that the Rights Plan will be effective in protecting our NOL carryforwards or that it will be approved by our stockholders at our 2025 Annual Meeting of Stockholders.
Added
Even though the Federal Funds Effective Rate was cut on multiple occasions during 2025, the cuts were relatively small and interest rates remain relatively high on a historical basis. These relatively high interest rates may continue to result in significant interest expense to the extent we cannot limit our debt balances.
Added
Among other things, these industry participants compete with us based upon price, quality, location and available capacity. We cannot be sure that we will have the resources or expertise to compete successfully in the future.
Added
We may, now and in the future, use artificial intelligence, generative artificial intelligence, or related technologies (collectively, “Artificial Intelligence”). However, the implementation and use of Artificial Intelligence could present various risks and uncertainties to our business and there is no assurance that using such Artificial Intelligence will produce the desired results.
Added
If we are unable to effectively adopt new technologies including Artificial Intelligence and data analytics to develop new commercial insights and improve operating efficiencies, our competitors could more effectively adopt these technologies, develop better products, faster and at a lower cost, negatively impacting our sales outcomes and profitability.
Added
The risks and uncertainties related to the use of Artificial Intelligence include, but are not limited to, concerns around privacy, security, intellectual property, and ethics, and if the Artificial Intelligence technologies that we use (or create) turn out to be controversial or otherwise flawed, we could face competitive, brand, or reputational harm, legal liability, regulatory action, or other adverse impacts on our business.
Added
As the regulatory framework surrounding Artificial Intelligence evolves, it is possible that new laws or regulations will be adopted both within the United States and in non-U.S. jurisdictions, or that existing laws and regulations may be interpreted in ways that could affect the ways in which we might use Artificial Intelligence.
Added
Since these technologies are rapidly and constantly evolving and extremely complex, we cannot predict all of the business and legal risks that may arise from our use of such technologies, any of which could adversely affect our business, financial condition, and results of operations.
Added
Under the OBBBA, enacted on July 4, 2025, wind projects that begin construction after July 4, 2026, must be placed in service by December 31, 2027, to qualify for the PTC or the ITC.
Added
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.
Added
The OBBBA also introduced new restrictions on foreign supply chains and foreign owners or investors in tax-credit-supported facilities, referred to as “Prohibited Foreign Entity” or “PFE” restrictions.
Added
Taxpayers cannot claim AMP credits in taxable years beginning after enactment of the OBBBA if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities).
Added
AMP credits are also disallowed in taxable years beginning after enactment of the OBBBA for eligible components that receive material assistance from a PFE. These restrictions generally took effect on January 1, 2026, and the Treasury Department is required to issue final regulations implementing them by December 31, 2026.
Added
On February 12, 2026, the Treasury Department released interim guidance that further clarified methods for calculating material assistance and included a request for comments by March 30.
Added
We cannot predict with certainty what the final guidance, or any other future guidance, will provide, or how it will impact the potential impact for our AMP credits claimed in 2026 and future years. Several significant administrative law cases were decided by the U.S. Supreme Court in 2024, most notably Loper Bright Enterprises V. Raimondo. In Loper Bright, the U.S.
Added
In August 2025, the United States Department of Commerce Bureau of Industry and Security commenced a Section 232 investigation under the authority of the Trade Expansion Act of 1962, as amended, for the purpose of determining the effect of imports of wind turbines and their parts and components on the national security.
Added
The Trump administration has significantly increased the use of these types of investigations throughout 2025 and based on the results of such investigations in other industries, the administration has taken trade actions to limit imports of or impose protective tariffs on the import of the goods subject to the investigation.
Added
We do not know what the results of the current investigation will be, nor the range of trade actions the administration might impose on the wind turbine imports.
Added
Imposition of import restrictions or tariffs on the import of wind turbines, their parts and components could cause shortages or increased costs for those goods, which may negatively impact our customers, the wind industry generally and may negatively impact our sales and profitability of those sales.
Added
Certain other geopolitical events, including the war between Israel and Hamas as well as the recent the political, economic, and social instability in both Venezuela and Iran could lead to material disruptions to certain supply chains and volatility in prices for the inputs to our manufacturing process and the resulting prices we charge to our customers.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe consider our active facilities to be in good condition and adequate for our present and future needs.
Biggest change(2) The Gearing leased facilities will reduce to approximately 197,000 square feet effective December 1, 2026 pursuant to the terms of the facility lease. We consider our active facilities to be in good condition and adequate for our present and future needs.
ITEM 2. PROPERTIES Our corporate headquarters is located in Cicero, Illinois, a suburb located west of Chicago, Illinois. In addition, the Subsidiaries own or lease operating facilities, which are presented by operating segment as follows (information below is as of December 31, 2024).
ITEM 2. PROPERTIES Our corporate headquarters is located in Cicero, Illinois, a suburb located west of Chicago, Illinois. In addition, the Subsidiaries own or lease operating facilities, which are presented by operating segment as follows (information below is as of December 31, 2025).
Owned / Approximate Operating Segment and Facility Type Location Leased Square Footage Heavy Fabrications (1) Tower Manufacturing Manitowoc, WI Leased 214,000 Tower Manufacturing Abilene, TX Owned 175,000 Industrial Fabrications Manufacturing Manitowoc, WI Leased 92,000 Gearing and Corporate Gearing System Manufacturing—Machining and Corporate Administration Cicero, IL Leased 301,000 Gearing System Manufacturing—Heat Treatment and Gearbox Repair Neville Island, PA Owned 52,000 Industrial Solutions Industrial Solutions Manufacturing Sanford, NC Leased 105,000 (1) The Heavy Fabrications segment listing does not include the tower storage yards of 40 acres in Manitowoc, WI and 25 acres in Abilene, TX.
Owned / Approximate Operating Segment and Facility Type Location Leased Square Footage Heavy Fabrications (1) Tower Manufacturing Abilene, TX Owned 175,000 Gearing and Corporate Gearing System Manufacturing—Machining and Corporate Administration (2) Cicero, IL Leased 301,000 Gearing System Manufacturing—Heat Treatment and Gearbox Repair Neville Island, PA Owned 52,000 Industrial Solutions Industrial Solutions Manufacturing Sanford, NC Leased 105,000 (1) The Heavy Fabrications segment listing does not include the tower storage yards of 25 acres in Abilene, TX.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+2 added−0 removed3 unchanged
Biggest changeRepurchases There were no repurchases of our equity securities made during the years ended December 31, 2024 and 2023. Unregistered Sales of Equity Securities There were no unregistered sales of equity securities for the years ended December 31, 2024 or 2023.
Biggest changeUnregistered Sales of Equity Securities There were no unregistered sales of equity securities during the years ended December 31, 2025 and 2024.
Securities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for information as of December 31, 2024 with respect to shares of our common stock that may be issued under our existing share-based compensation plans. 21 ITEM 6.
Securities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for information as of December 31, 2025 with respect to shares of our common stock that may be issued under our existing share-based compensation plans. 21 ITEM 6.
As of February 28, 2025, there were 50 holders of record of our common stock. Dividends We have never paid cash dividends on our common stock and have no current plan to do so in the foreseeable future.
As of March 4, 2026, there were 48 holders of record of our common stock. Dividends We have never paid cash dividends on our common stock and have no current plan to do so in the foreseeable future.
Common Stock High Low 2024 First quarter $ 2.70 $ 2.22 Second quarter 4.42 2.08 Third quarter 3.66 2.07 Fourth quarter 2.23 1.55 Common Stock High Low 2023 First quarter $ 5.92 $ 1.77 Second quarter 5.20 3.35 Third quarter 4.59 3.10 Fourth quarter 3.46 2.05 The closing price for our common stock as of February 28, 2025 was $1.57.
Common Stock High Low 2025 First quarter $ 2.21 $ 1.41 Second quarter 1.96 1.47 Third quarter 2.87 1.80 Fourth quarter 3.55 2.00 Common Stock High Low 2024 First quarter $ 2.70 $ 2.22 Second quarter 4.42 2.08 Third quarter 3.66 2.07 Fourth quarter 2.23 1.55 The closing price for our common stock as of March 4, 2026 was $2.47.
Added
Repurchases On September 10, 2025, our Board authorized a program to repurchase up to $3,000 of our outstanding common stock. Our share repurchase program does not obligate us to acquire any specific number of shares. The common stock may be acquired in the open market at prices subject to certain pricing guidelines determined by management.
Added
We have no obligation to repurchase shares and we may discontinue purchases at any time that we determine additional purchases are not warranted. As of December 31, 2025, $3,000 remains available for repurchase and there were no stock repurchases during the years ended December 31, 2025 and 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

39 edited+18 added−12 removed44 unchanged
Biggest changeYear Ended December 31, 2024 vs. 2023 % of Total % of Total 2024 Revenue 2023 Revenue $ Change % Change Revenues $ 143,136 100.0 % $ 203,477 100.0 % $ (60,341 ) (29.7 )% Cost of sales 121,947 85.2 % 170,969 84.0 % (49,022 ) (28.7 )% Gross profit 21,189 14.8 % 32,508 16.0 % (11,319 ) (34.8 )% Operating expenses Selling, general and administrative expenses 16,303 11.4 % 20,705 10.2 % (4,402 ) (21.3 )% Intangible amortization 661 0.5 % 664 0.3 % (3 ) (0.5 )% Total operating expenses 16,964 11.9 % 21,369 10.5 % (4,405 ) (20.6 )% Operating income 4,225 3.0 % 11,139 5.5 % (6,914 ) (62.1 )% Other expense, net Interest expense, net (3,078 ) (2.2 )% (3,201 ) (1.6 )% 123 3.8 % Other, net 79 0.1 % (48 ) (0.0 )% 127 264.6 % Total other expense, net (2,999 ) (2.1 )% (3,249 ) (1.6 )% 250 7.7 % Net income before provision for income taxes 1,226 0.9 % 7,890 3.9 % (6,664 ) (84.5 )% Provision for income taxes 74 0.1 % 241 0.1 % (167 ) (69.3 )% Net income $ 1,152 0.8 % $ 7,649 3.8 % $ (6,497 ) (84.9 )% Consolidated Revenues decreased by $60,341, or 30%, during the year ended December 31, 2024 primarily due to decreased revenues within our Heavy Fabrications and Gearing segments.
Biggest changeYear Ended December 31, 2025 vs. 2024 % of Total % of Total 2025 Revenue 2024 Revenue $ Change % Change Revenues $ 158,052 100.0 % $ 143,136 100.0 % $ 14,916 10.4 % Cost of sales 141,919 89.8 % 121,947 85.2 % 19,972 16.4 % Gross profit 16,133 10.2 % 21,189 14.8 % (5,056 ) (23.9 )% Operating expenses (income) Selling, general and administrative expenses 15,021 9.5 % 16,303 11.4 % (1,282 ) (7.9 )% Gain on sale of Manitowoc industrial fabrication operations (8,200 ) (5.2 )% — — % (8,200 ) (100.0 )% Intangible amortization 661 0.4 % 661 0.5 % — — % Total operating expense, net 7,482 4.7 % 16,964 11.9 % (9,482 ) (55.9 )% Operating income 8,651 5.5 % 4,225 3.0 % 4,426 104.8 % Other (expense) income, net Interest expense, net (3,386 ) (2.1 )% (3,078 ) (2.2 )% (308 ) (10.0 )% Other, net 64 0.0 % 79 0.1 % (15 ) (19.0 )% Total other expense, net (3,322 ) (2.1 )% (2,999 ) (2.1 )% (323 ) (10.8 )% Net income before provision for income taxes 5,329 3.4 % 1,226 0.9 % 4,103 334.7 % Provision for income taxes 87 0.1 % 74 0.1 % 13 17.6 % Net income $ 5,242 3.3 % $ 1,152 0.8 % $ 4,090 355.0 % Consolidated Revenues increased by $14,916, or 10%, during the year ended December 31, 2025.
During 2024 and 2023, we also recognized revenue over time, versus point in time, when products in the Heavy Fabrications segments had no alternative use to us and we had an enforceable right to payment, including profit, upon termination of the contract by the customer.
During 2025 and 2024, we also recognized revenue over time, versus point in time, when products in the Heavy Fabrications segments had no alternative use to us and we had an enforceable right to payment, including profit, upon termination of the contract by the customer.
We recognized the AMP credits as a reduction to cost of sales in our consolidated statements of operations for the years ended December 31, 2024 and 2023. The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in our consolidated balance sheets as of December 31, 2024 and 2023.
We recognized the AMP credits as a reduction to cost of sales in our consolidated statements of operations for the years ended December 31, 2025 and 2024. The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in our consolidated balance sheets as of December 31, 2025 and 2024.
(4) Our backlog at December 31, 2024 and 2023 is net of revenue recognized over time. Backlog as of December 31, 2024 and December 31, 2023 has been adjusted to reflect updated assumptions related to raw material pricing (which is a customer passthrough) and other variables.
(4) Our backlog at December 31, 2025 and 2024 is net of revenue recognized over time. Backlog as of December 31, 2024 has been adjusted to reflect updated assumptions related to raw material pricing (which is a customer passthrough) and other variables.
No shares of our common stock were issued under the Sales Agreement during the years ended December 31, 2024 and 2023. As of December 31, 2024, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement.
No shares of our common stock were issued under the Sales Agreement during the years ended December 31, 2025 and 2024. As of December 31, 2025, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement.
As of December 31, 2024, we have (i) debt obligations related to our Credit Facility and other notes payable as described in Note 10, “Debt and Credit Agreements” of our consolidated financial statements (ii) cash payments for operating and finance lease obligations that are described in Note 11, “Leases” of our consolidated financial statements and (iii) purchase obligations made in the normal course of business.
As of December 31, 2025, we have (i) debt obligations related to our Credit Facility and other notes payable as described in Note 11, “Debt and Credit Agreements” of our consolidated financial statements (ii) cash payments for operating and finance lease obligations that are described in Note 12, “Leases” of our consolidated financial statements and (iii) purchase obligations made in the normal course of business.
Raw materials consist of components and parts for general production use. Work-in-process consists of labor and overhead, processing costs, purchased subcomponents, and materials purchased for specific customer orders. Finished goods consist of components purchased from third parties as well as components manufactured by us. Inventories are stated at the lower of cost or net realizable value.
Work-in-process consists of labor and overhead, processing costs, purchased subcomponents, and materials purchased for specific customer orders. Finished goods consist of components purchased from third parties as well as components manufactured by us. Inventories are stated at the lower of cost or net realizable value.
These non-GAAP financial measures primarily consist of adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share-based compensation and other stock payments, restructuring costs, impairment charges, proxy contest-related expenses, and other non-cash gains and losses) 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.
These non-GAAP financial measures primarily consist of 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) 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.
Other We have outstanding notes payable for capital expenditures in the amount of $1,618 and $1,361 as of December 31, 2024 and 2023, respectively, with $371 and $163 included in the “Line of credit and current maturities of long-term debt” line item of our consolidated financial statements as of December 31, 2024 and 2023, respectively.
Other We have outstanding notes payable for capital expenditures in the amount of $1,247 and $1,618 as of December 31, 2025 and 2024, respectively, with $396 and $371 included in the “Line of credit and current maturities of long-term debt” line item of our consolidated financial statements as of December 31, 2025 and 2024, respectively.
The decrease was primarily due to decreased net borrowings under the 2022 Credit Facility in the current year period. Contractual Obligations We enter into a variety of contractual obligations as part of our normal operations in addition to capital expenditures.
The decrease was primarily due to increased net borrowings under the 2022 Credit Facility to fund our increased net operating working capital level. Contractual Obligations We enter into a variety of contractual obligations as part of our normal operations in addition to capital expenditures.
The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. As of December 31, 2024, cash totaled $7,721. Debt and finance lease obligations at December 31, 2024 totaled $15,239 and we had the ability to borrow up to $24,901 under the 2022 Credit Facility.
The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. As of December 31, 2025, cash totaled $456, debt and finance lease obligations totaled $14,723, and we had the ability to borrow up to $24,456 under the 2022 Credit Facility.
Sources and Uses of Cash The following table summarizes our cash flows from operating, investing, and financing activities for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Total cash provided by (used in) : Operating activities $ 13,806 $ (6,946 ) Investing activities (3,459 ) (6,384 ) Financing activities (3,725 ) 1,697 Net increase (decrease) in cash $ 6,622 $ (11,633 ) 30 Operating Cash Flows During the year ended December 31, 2024, net cash provided by operating activities was $13,806 compared to net cash used by operating activities of $6,946 for the year ended December 31, 2023.
Sources and Uses of Cash The following table summarizes our cash flows from operating, investing, and financing activities for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Total cash provided by (used in) : Operating activities $ (15,385 ) $ 13,806 Investing activities 8,892 (3,459 ) Financing activities (772 ) (3,725 ) Net (decrease) increase in cash $ (7,265 ) $ 6,622 30 Operating Cash Flows During the year ended December 31, 2025, net cash used in operating activities was $15,385 compared to net cash provided by operating activities of $13,806 for the year ended December 31, 2024.
Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of $0.03 per watt for each wind tower produced. In calculating the eligible credit, we relied on the megawatt rating provided by the customer.
The OBBBA enacted on July 4, 2025, eliminates the credit for components produced and sold after 2027. Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of $0.03 per watt for each wind tower produced. In calculating the eligible credit, we relied on the megawatt rating provided by the customer.
Partially offsetting this was an increase in inventory during the current year as compared to a decrease in the prior year. Investing Cash Flows During the year ended December 31, 2024, net cash used in investing activities was $3,459 compared to net cash used in investing activities of $6,384 for the year ended December 31, 2023.
Partially offsetting this was an increase in accounts payable during the current year as compared to a decrease in the prior year. Investing Cash Flows During the year ended December 31, 2025, net cash provided by investing activities was $8,892 compared to net cash used in investing activities of $3,459 for the year ended December 31, 2024.
The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP measure: Year Ended December 31, 2024 2023 Net income from continuing operations $ 1,152 $ 7,649 Interest expense 3,078 3,201 Income tax provision 74 241 Depreciation and amortization 6,684 6,383 Share-based compensation and other stock payments 2,347 2,220 Proxy contest-related expenses (10 ) 1,780 Adjusted EBITDA 13,325 21,474 Changes in operating working capital 121 (18,933 ) Capital expenditures (3,618 ) (6,405 ) Proceeds from disposal of property and equipment 159 21 Free Cash Flow $ 9,987 $ (3,843 ) 24 RESULTS OF OPERATIONS Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP measure: Year Ended December 31, 2025 2024 Net income from continuing operations $ 5,242 $ 1,152 Interest expense 3,386 3,078 Income tax expense 87 74 Depreciation and amortization 6,310 6,684 Share-based compensation and other stock payments 1,874 2,347 Gain on sale of Manitowoc industrial fabrication operations (8,200 ) — Proxy contest-related expenses — (10 ) Adjusted EBITDA 8,699 13,325 Changes in operating working capital (18,508 ) 121 Capital expenditures (3,630 ) (3,618 ) Net proceeds from sale of Manitowoc industrial fabrication operations 12,522 — Proceeds from disposal of property and equipment — 159 Free Cash Flow $ (917 ) $ 9,987 24 RESULTS OF OPERATIONS Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Segment revenue increased 4% from the prior year primarily due to increased shipments to new and aftermarket gas turbine customers, partially offset by reduced shipments to international customers. The improvement in operating income during the year ended December 31, 2024 was a result of higher sales and a more profitable mix of product sold.
Segment revenue increased 16% from the prior year primarily due to increased shipments to new gas turbine customers, partially offset by reduced shipments to aftermarket customers. The decrease in operating income during the year ended December 31, 2025 was a result of a less profitable mix of product sold and increased fixed costs to support higher production levels.
On December 31, 2024, we had no amounts outstanding under our senior secured revolving credit facility, $7,578 outstanding under our senior secured term loan, $7,721 of cash on hand, with the ability to borrow an additional $24,901.
On December 31, 2025, we had $3,901 outstanding under our senior secured revolving credit facility, $4,982 outstanding under our senior secured term loan, $456 of cash on hand, with the ability to borrow an additional $24,456.
We also incurred other miscellaneous administrative costs related to selling the credits in the amount of $254, $197 of which has been recorded as cost of sales, with the remaining capitalized and included in the “Prepaid expenses and other current assets” line item of our consolidated financial statements at December 31, 2023.
We also incurred other miscellaneous administrative costs related to the credits in the amount of $98, which have been recorded as cost of sales. Additionally, costs totaling $7 are included in the “Prepaid expenses and other current assets” line item of our consolidated financial statements at December 31, 2025.
Key Financial Measures Year Ended December 31, 2024 2023 Net revenues $ 143,136 $ 203,477 Net income $ 1,152 $ 7,649 Adjusted EBITDA (1) $ 13,325 $ 21,474 Capital expenditures $ 3,618 $ 6,405 Free cash flow (2) $ 9,987 $ (3,843 ) Operating working capital (3) $ 19,287 $ 19,408 Total debt $ 9,196 $ 12,153 Total orders $ 107,813 $ 101,060 Backlog at end of period (4) $ 125,455 $ 183,088 Book-to-bill (5) 0.8 0.5 (1) We provide non-GAAP adjusted EBITDA as supplemental information regarding our business performance.
Key Financial Measures Year Ended December 31, 2025 2024 Net revenues $ 158,052 $ 143,136 Net income $ 5,242 $ 1,152 Adjusted EBITDA (1) $ 8,699 $ 13,325 Capital expenditures $ 3,630 $ 3,618 Free cash flow (2) $ (917 ) $ 9,987 Operating working capital (3) $ 37,795 $ 19,287 Total debt $ 10,130 $ 9,196 Total orders $ 131,438 $ 107,813 Backlog at end of period (4) $ 95,838 $ 125,455 Book-to-bill (5) 0.8 0.8 (1) We provide non-GAAP adjusted EBITDA as supplemental information regarding our business performance.
Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences.
Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences.
Operating margin was (0.4%) for the year ended December 31, 2024 compared to 4.1% during the year ended December 31, 2023. Industrial Solutions Segment The following table summarizes the Industrial Solutions segment operating results for the twelve months ended December 31, 2024 and 2023.
This was partially offset by a favorable $482 property tax adjustment during the current year. Operating margin was (11.6%) for the year ended December 31, 2025 compared to (0.4%) during the year ended December 31, 2024. Industrial Solutions Segment The following table summarizes the Industrial Solutions segment operating results for the twelve months ended December 31, 2025 and 2024.
Year Ended December 31, 2024 2023 Orders $ 27,317 $ 25,652 Revenues 26,056 25,159 Operating income 3,265 3,160 Operating margin 12.5 % 12.6 % Industrial Solutions segment orders increased by 6% for the year ended December 31, 2024 from the prior year primarily due to an increase in orders associated with new gas turbine projects, partially offset by reduced demand for aftermarket projects.
Year Ended December 31, 2025 2024 Orders $ 48,946 $ 27,317 Revenues 30,252 26,056 Operating income 2,569 3,265 Operating margin 8.5 % 12.5 % Industrial Solutions segment orders increased by 79% for the year ended December 31, 2025 versus the prior year primarily due to an increase in orders associated with new and aftermarket gas turbine projects as well as an increase in other markets served.
The operating margin decreased from 12.6% during the year ended December 31, 2023, to 12.5% during the year ended December 31, 2024. Corporate and Other Corporate and Other expenses decreased by $2,854 during the year ended December 31, 2024 primarily due to reduced professional fees associated with the contested proxy election and lower incentive compensation.
The operating margin decreased from 12.5% during the year ended December 31, 2024, to 8.5% during the year ended December 31, 2025. Corporate and Other Corporate and Other expenses decreased by $681 during the year ended December 31, 2025 primarily due to lower employee compensation.
The increase in net cash provided by operating activities was primarily attributable to an increase in cash related to customer deposits in the current year, versus a significant decrease in cash related to customer deposits in the prior year. Additionally, we received proceeds from the sale of the 2023 AMP credits during the current year.
The decrease in net cash provided by operating activities was primarily attributable to a decrease in customer deposits in the current year, versus an increase in the prior year. There was an increase in accounts receivable in the current year compared to a decrease in the prior year.
Gearing segment revenue decreased 22% relative to 2023 primarily due to reduced shipments to O&G and steel customers, partially offset by increased shipments to aftermarket wind customers. Industrial Solutions segment revenue increased 4% from the prior year primarily due to increased shipments to new and aftermarket gas turbine customers, partially offset by decreased shipments to international customers.
Industrial Solutions segment revenue increased 16% from the prior year primarily due to increased shipments to new gas turbine customers. Gearing segment revenue decreased 23% relative to 2024 reflective of reduced shipments within most markets served, partially offset by increased power generation shipments.
Gearing segment revenue decreased 22% relative to 2023 primarily due to reduced shipments to O&G and steel customers, partially offset by increased shipments to aftermarket wind customers. Industrial Solutions segment revenue increased 4% from the prior year primarily due to increased shipments to new and aftermarket gas turbine customers, partially offset by decreased shipments to international customers.
Industrial Solutions segment revenue increased 16% from the prior year primarily due to increased shipments to new gas turbine customers. Gearing segment revenue decreased 23% relative to 2024 reflective of reduced shipments within most markets served, partially offset by increased power generation shipments.
The decrease was primarily due to a decrease in net purchases of property and equipment. Financing Cash Flows During the year ended December 31, 2024, net cash used in financing activities totaled $3,725 compared to net cash provided by financing activities of $1,697 for the year ended December 31, 2023.
The increase was primarily due to the net proceeds received from the sale of the Manitowoc industrial fabrication operations. Financing Cash Flows During the year ended December 31, 2025, net cash used in financing activities totaled $772 compared to net cash used in financing activities of $3,725 for the year ended December 31, 2024.
Gross profit decreased by $11,319 during the year ended December 31, 2024 as compared to the prior year primarily due to lower sales volumes within the Heavy Fabrications and Gearing segments and the corresponding reduction in AMP credits recognized in the Heavy Fabrications segment, partially offset by reduced overhead costs.
Despite the increase in revenue described above, gross profit decreased by $5,056 during the year ended December 31, 2025 as compared to the prior year primarily due to lower sales volumes within the Gearing segment and manufacturing inefficiencies experienced within the Heavy Fabrications segment.
Heavy Fabrications Segment The following table summarizes the Heavy Fabrications segment operating results for the twelve months ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Orders $ 53,934 $ 50,594 Revenues 82,657 133,368 Operating income 7,128 15,006 Operating margin 8.6 % 11.3 % Heavy Fabrications orders increased 7% over the prior year primarily due an increase in orders associated with wind repowering projects.
Heavy Fabrications Segment The following table summarizes the Heavy Fabrications segment operating results for the twelve months ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Orders $ 42,168 $ 53,934 Revenues 101,161 82,657 Operating income 14,619 7,128 Operating margin 14.5 % 8.6 % Heavy Fabrications orders decreased 22% over the prior year primarily due to a decrease in industrial fabrication product line and wind repowering orders as we wound down operations in Manitowoc, in addition to lower PRS orders.
We recognize contract assets associated with this revenue which represents our rights to consideration for work completed but not billed at the end of the period. Warranty Liability We provide warranty terms that generally range from one to five years for various products relating to workmanship and materials supplied by us.
We recognize contract assets associated with this revenue which represents our rights to consideration for work completed but not billed at the end of the period. Inventories Inventories consist of raw materials, work-in-process and finished goods. Raw materials consist of components and parts for general production use.
Operating expenses as a percentage of sales increased to 11.9% in 2024 from 10.5% in 2023 primarily due to lower sales, partially offset by reduced proxy-contest related expenses, and decreased incentive compensation. 25 Net income decreased from $7,649 for the year ended December 31, 2023 to $1,152 for the year ended December 31, 2024.The decrease in net income was primarily due to the factors described above.
As a result, our gross margin decreased from 14.8% for the year ended December 31, 2024, to 10.2% for the year ended December 31, 2025. 25 Net income increased from $1,152 for the year ended December 31, 2024 to $5,242 for the year ended December 31, 2025.The increase in net income was primarily due to the $8,200 gain on the sale of the Manitowoc industrial fabrication operations partially offset by the factors described above.
Due to triggering events identified within our segments at various times in the past, we continue to evaluate the recoverability of certain of the long-lived assets. During the year ended December 31, 2024, we did not identify any triggering events within our segments and no impairment expense was recorded.
Due to triggering events identified within our segments at various times in the past, we continue to evaluate the recoverability of certain of the long-lived assets. On September 30, 2025, we identified a triggering event associated with operating losses within the Gearing segment.
Industrial Solutions segment orders increased by 6% in 2024 from the prior year primarily due to an increase in orders associated with new gas turbine projects, partially offset by reduced demand for aftermarket projects. We recognized revenue of $143,136 in 2024, down 30% from revenue of $203,477 in 2023.
Industrial Solutions segment orders increased 79% versus the prior year due primarily to an increase in orders associated with new and aftermarket gas turbine projects as well as an increase in orders from other markets served.
Gearing Segment The following table summarizes the Gearing segment operating results for the twelve months ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Orders $ 26,562 $ 24,814 Revenues 35,588 45,408 Operating (loss) income (138 ) 1,846 Operating margin (0.4 )% 4.1 % Gearing segment orders for the year ended December 31, 2024 increased 7% compared to the year ended December 31, 2023 primarily due to improved demand from industrial and aftermarket wind customers, partially offset by reduced demand from O&G customers.
Gearing Segment The following table summarizes the Gearing segment operating results for the twelve months ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Orders $ 40,324 $ 26,562 Revenues 27,368 35,588 Operating loss (3,188 ) (138 ) Operating margin (11.6 )% (0.4 )% Gearing segment orders for the year ended December 31, 2025 increased 52% compared to the year ended December 31, 2024 most notably in power generation which reflects significant orders from a leading OEM of natural gas turbines and increased orders from O&G customers.
We reported net income of $1,152 or $0.05 per share in 2024, compared to net income of $7,649 or $0.36 per share in 2023 primarily due to lower sales and the corresponding decrease in the “AMP credits” recognized in the current year.
We reported net income of $5,242 or $0.23 per share in 2025, compared to net income of $1,152 or $0.05 per share in 2024.
Within our Heavy Fabrications segment, orders increased 7% over the prior year reflecting an increase in orders associated with wind repowering projects, partially offset by a decrease in industrial fabrication product line orders primarily due to reduced demand for our PRS units.
Heavy Fabrications segment revenues increased 22% primarily due to a 36% increase in wind revenue as we completed the limited tower production run at our Manitowoc facility we began earlier in the year and recognized increased wind repowering revenue. This was partially offset by a decrease in PRS and industrial fabrication product line revenues in the current year.
The decrease in operating performance was primarily a result of lower tower sales and the corresponding reduction in AMP credits recognized, as well as lower industrial fabrication revenues. These factors were partially offset by reduced overhead costs. Operating profit margin was 8.6% during the year ended December 31, 2024 compared to 11.3% during the year ended December 31, 2023.
These factors were partially offset by manufacturing inefficiencies associated with the production of a new, larger size wind tower model as well as inefficiencies associated with the wind down of the Manitowoc operations. Operating profit margin was 14.5% during the year ended December 31, 2025 compared to 8.6% during the year ended December 31, 2024.
This was partially offset by a decrease in industrial fabrication product line orders due to reduced demand for our PRS units. Segment revenues decreased by 38% from the prior year primarily due to a 41% decrease in wind revenue as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025.
Segment revenues increased 22% from the prior year primarily due to a 36% increase in wind revenue as we completed the limited tower production run at our Manitowoc facility we began earlier in the year and recognized increased wind repowering revenue. This was partially offset by a decrease in PRS and industrial fabrication product line revenues in the current year.
Revenues decreased 22% during the year ended December 31, 2024 from the prior year primarily due to reduced shipments to O&G and steel customers, partially offset by increased shipments to aftermarket wind customers. 26 The Gearing segment's operating income decreased by $1,984 during the year ended December 31, 2024 from the year ended December 31, 2023 primarily due to lower sales, partially offset by a more profitable product mix sold and cost savings.
Revenues decreased 23% during the year ended December 31, 2025 primarily due to reduced shipments within most markets served, partially offset by increased power generation shipments. 26 The Gearing segment's operating results decreased by $3,050 during the year ended December 31, 2025 primarily due to lower sales and production inefficiencies associated with the lower volumes.
Removed
(Dollar amounts are presented in thousands, except per share data and unless otherwise stated) We booked $107,813 in net new orders in 2024, up from $101,060 in 2023.
Added
(Dollar amounts are presented in thousands, except per share data and unless otherwise stated) OUR BUSINESS The OBBBA which was signed into law on July 4, 2025, eliminates AMP credits for components produced and sold after December 31, 2027.
Removed
Gearing segment orders increased 7% from the prior year primarily due to improved demand from industrial and aftermarket wind customers, partially offset by reduced demand from O&G customers.
Added
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.
Removed
Heavy Fabrications segment revenues decreased 38% primarily due to a 41% decrease in wind revenue as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025. Additionally, industrial fabrication product line revenues decreased primarily due to lower shipments of our PRS units in the current year.
Added
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”).
Removed
In January 2023, we announced that we had entered into a supply agreement for wind tower purchases valued at approximately $175 million with a leading global wind turbine manufacturer. Under the terms of the supply agreement, order fulfillment was to occur beginning in 2023 through year-end 2024.
Added
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.
Removed
In early November 2023, the parties jointly agreed to shift approximately half of the contracted tower section orders initially planned for 2024 into 2025, while maintaining the total number of tower sections stipulated under the supply agreement. During 2024 and 2023, we recognized gross AMP credits totaling $9,588 and $14,493, respectively, within the Heavy Fabrications segment.
Added
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.
Removed
On December 21, 2023, we entered into an agreement to sell 2023 and 2024 AMP credits to a third party. At that time, we sold a portion of the gross 2023 credits in the amount of $6,952 and recognized a 6.5% discount on the sale in the amount of $452 which was recognized in cost of sales.
Added
We booked $131,438 in new net orders in 2025, up 22% from $107,813 in 2024. Wind tower orders within the Heavy Fabrications segment increased significantly as 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.
Removed
In addition, we wrote down the remaining receivable of $7,541 to net realizable value and recorded the expected loss on sale of $490 in cost of sales. The remaining 2023 AMP credit receivable was collected during the first quarter of 2024.
Added
Gearing segment orders increased 52% versus the prior year, most notably within the power generation market which reflects significant orders from a leading OEM of natural gas turbines, as well as increased orders from O&G customers. These increases were partially offset by lower wind repowering and industrial fabrication product line orders associated with the wind down of operations in Manitowoc.
Removed
Within our Heavy Fabrications segment, wind revenue decreased 41% from the prior year as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025. Additionally, industrial fabrication product line revenues decreased 29% from the prior year primarily due to reduced shipments of our PRS units in the current year.
Added
In addition, we experienced a decrease in orders for our PRS units. We recognized revenue of $158,052 in 2025, up 10% from revenue of $143,136 in 2024.
Removed
As a result, our gross margin decreased from 16.0% for the year ended December 31, 2023, to 14.8% for the year ended December 31, 2024.
Added
This increase is primarily due to the $8,200 gain on the sale of the Manitowoc industrial fabrication operations in the current year, partially offset by manufacturing inefficiencies experienced within the Heavy Fabrications segment and lower sales volumes within the Gearing segment. During 2025 and 2024, we recognized gross AMP credits totaling $13,059 and $9,588, respectively, within the Heavy Fabrications segment.
Removed
Additionally, industrial fabrication product line revenues decreased from the prior year primarily due to reduced shipments of our PRS units in the current year. Heavy Fabrications segment operating results decreased by $7,878 as compared to the prior year.
Added
The OBBBA also introduced new restrictions on foreign supply chains and foreign owners or investors in tax-credit-supported facilities, referred to as PFE restrictions.
Removed
In certain contracts, we have recourse provisions for items that would enable us to seek recovery from third parties for amounts paid to customers under warranty provisions. We estimate the warranty accrual based on various factors, including historical warranty costs, current trends, product mix and sales. Inventories Inventories consist of raw materials, work-in-process and finished goods.
Added
Taxpayers cannot claim AMP credits in taxable years beginning after enactment of the OBBBA if they are prohibited foreign entities (which are generally entities that are formed in or controlled by covered nations, including China, Russia, Iran, and North Korea, as well as entities determined to be under effective control as a result of contracts entered into with such entities).
Removed
Income Taxes We account for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities.
Added
AMP credits are also disallowed in taxable years beginning after enactment of the OBBBA for eligible components that receive material assistance from a PFE. These restrictions generally took effect on January 1, 2026, and the Treasury Department is required to issue final regulations implementing them by December 31, 2026.
Added
On February 12, 2026, the Treasury Department released interim guidance that further clarified methods for calculating material assistance and included a request for comments by March 30.
Added
We cannot predict with certainty what the final guidance, or any other future guidance, will provide, or how it will impact the potential impact for our AMP credits claimed in 2026 and future years. During 2025, we recognized gross AMP credits totaling $13,059 and recognized a 6.5% discount on the credits totaling $849, which was recognized in cost of sales.
Added
Heavy Fabrications segment revenues increased 22% primarily due to a 36% increase in wind revenue as we completed the limited tower production run at our Manitowoc facility we began earlier in the year and recognized increased wind repowering revenue. This was partially offset by a decrease in PRS and industrial fabrication product line revenues in the current year.
Added
These decreases were partially offset by a significant increase in wind tower orders as 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.
Added
Heavy Fabrications segment operating income increased by $7,491 as compared to the prior year. The increase in operating performance was primarily a result of the $8,200 gain on the sale of the Manitowoc industrial fabrication operations, higher segment revenue and the corresponding increase in AMP credits recognized.
Added
We relied upon an undiscounted cash flow analysis and concluded that no impairment to this asset group was indicated as of September 30, 2025. No impairment charges were recorded for the year ended December 31, 2025. Income Taxes We account for income taxes based upon an asset and liability approach.

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