03/11/2026 | Press release | Distributed by Public on 03/11/2026 12:33
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As used in this Annual Report, the terms "we," "us," "our," "Broadwind," and the "Company" refer to Broadwind, Inc., a Delaware corporation headquartered in Cicero, Illinois, and its Subsidiaries.
(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. The OBBBA shortened the time period in which we could benefit from the AMP credits, which could have a material adverse effect on our business in the near term. Under the OBBBA, wind projects that begin construction after July 4, 2026, must be placed in service by December 31, 2027, to qualify for the production tax credit ("PTC") or the investment tax credit ("ITC"). Any wind project that begins construction after July 4, 2026, and is not placed in service by December 31, 2027, will not qualify for the PTC or the ITC. The PTC and ITC drive demand for new wind projects by providing financial incentives to developers. We expect the changes to the PTC and the ITC could lead to a decrease in the number of new wind projects, which would cause a corresponding decrease in demand for our wind products. Lower demand for our wind products, coupled with the expedited phase out of the AMP credits, would adversely impact the profitability of our Heavy Fabrications segment.
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. 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 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. 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. 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. 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.
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. 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. These AMP credits were introduced as part of the IRA, which was enacted on August 16, 2022. The IRA includes advanced manufacturing tax credits for manufacturers of eligible components, including wind and solar components. Manufacturers of wind components qualify for the AMP credits based on the total rated capacity, expressed on a per watt basis, of the completed wind turbine for which such component is designed. The credit applies to each component produced and sold in the U.S. beginning in 2023 through 2032. 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. Manufacturers who qualify for the AMP credits can apply to the Internal Revenue Service for cash refunds of the AMP credits or sell the AMP credits to third parties for cash, or apply the AMP credits against taxable income. 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.
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. 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). 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. 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. 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. 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.
During 2024, we recognized gross AMP credits totaling $9,588 and recognized a 6.5% discount on the credits totaling $623, which was recognized in cost of sales. We also incurred other miscellaneous administrative costs related to the credits in the amount of $146, which have been recorded as cost of sales.
We use our credit facility to fund working capital requirements and believe that our credit facility, together with the operating cash generated by our businesses, and any potential proceeds from access to the public or private debt or equity markets, are sufficient to meet all cash obligations over the next twelve months. 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. For a further discussion of our capital resources and liquidity, including a description of recent amendments and waivers under our credit facility, please see the discussion under "Liquidity, Financial Position and Capital Resources" in this Annual Report on Form 10-K.
KEY METRICS USED BY MANAGEMENT TO MEASURE PERFORMANCE
In addition to measures of financial performance presented in our consolidated financial statements in accordance with generally accepted accounting principles ("GAAP"), we use certain other financial measures to analyze our 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.
Key Financial Measures
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Year Ended |
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|
December 31, |
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|
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 | ||||||
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(1) |
We provide non-GAAP adjusted EBITDA as supplemental information regarding our business performance. Our management uses adjusted EBITDA when they internally evaluate the performance of our business, review financial trends and make operating and strategic decisions. We believe that this non-GAAP financial measure is useful to investors because it provides a better understanding of our past financial performance and future results, and it allows investors to evaluate our performance using the same methodology and information as used by our management. Our definition of adjusted EBITDA may be different from similar non-GAAP financial measures used by other companies and/or analysts. |
|
(2) |
We define free cash flow as adjusted EBITDA plus or minus changes in operating working capital less capital expenditures net of any proceeds from disposals of property and equipment. We believe free cash flow is a useful measure for investors because it portrays our ability to generate cash from our business for purposes such as repaying maturing debt and funding business acquisitions. |
|
(3) |
We define operating working capital as accounts receivable and inventory net of accounts payable and customer deposits. |
|
(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. |
|
(5) |
We define book-to-bill as the ratio of new orders we received, net of cancellations, to revenue during a period. |
The following table reconciles our non-GAAP key financial measures to the most directly comparable GAAP measure:
|
Year Ended |
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|
December 31, |
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|
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 | |||
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.
|
Year Ended December 31, |
2025 vs. 2024 |
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|
% 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) |
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|
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 |
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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. 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. 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.
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. 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.
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.
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 |
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|
December 31, |
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|
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. 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. 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.
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. 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.
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. 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.
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. 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 |
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|
December 31, |
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|
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. 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. 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.
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The methods, estimates and judgments that we use in applying our critical accounting policies have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.
We have identified the accounting policies listed below to be critical to obtain an understanding of our consolidated financial statements. This section should also be read in conjunction with Note 1, "Description of Business and Summary of Significant Accounting Policies" in the notes to our consolidated financial statements for further discussion of these and other significant accounting policies.
Revenue Recognition
We recognize revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Control is typically transferred upon shipment or delivery depending on the terms of the contract or under the terms of the bill and hold arrangements discussed below. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. Customer deposits and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers, like those made for liquidated damages, are presumed to be classified as reductions of revenue in our statement of operations.
In many instances within our Heavy Fabrications segment, wind towers as well as certain sales within our Gearing segment, are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition versus shipment, due to our customers' preference to ship products in batches to support efficient construction of wind farms. We recognize revenue under these arrangements when there is a substantive reason for the arrangement (i.e., the buyer requests the arrangement), the ordered goods are segregated from inventory and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and we do not have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.
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. Since the projects are labor intensive, we use labor hours as the input measure of progress for the contract. Contract assets are recorded when performance obligations are satisfied but we are not yet entitled to payment. 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. 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. Where necessary, we have recorded a reserve for the excess of cost over net realizable value in our inventory allowance. Net realizable value of inventory, and management's judgment concerning the need for reserves, encompasses consideration of many business factors including physical condition, inventory holding period, contract terms and usefulness. Inventories are valued based either on actual cost or using a first-in, first out method.
Long-Lived Assets
We review property and equipment and other long-lived assets ("long-lived assets") for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. 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. 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. 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. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted.
In connection with the preparation of our consolidated financial statements, we are required to estimate our income tax liability for each of the tax jurisdictions in which we operate. This process involves estimating our actual current income tax expense and assessing temporary differences resulting from differing treatment of certain income or expense items for income tax reporting and financial reporting purposes. We also recognize the expected future income tax benefits of NOL carryforwards as deferred income tax assets. In evaluating the realizability of deferred income tax assets associated with NOL carryforwards, we consider, among other things, expected future taxable income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Changes in, among other things, income tax legislation, statutory income tax rates or future taxable income levels could materially impact our valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods.
We also account for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. We follow the applicable pronouncement guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition related to the uncertainty in these income tax positions.
LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES
On August 4, 2022, we entered into a credit agreement (as amended, the "2022 Credit Agreement") with Wells Fargo Bank, National Association, as lender ("Wells Fargo"), providing the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, as amended, 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.
In addition to the 2022 Credit Facility, we also utilize supply chain financing arrangements as a component of our funding for working capital, which accelerates receivable collections and helps to better manage cash flow. Under these agreements, we have agreed to sell certain of our accounts receivable balances to banking institutions who have agreed to advance amounts equal to the net accounts receivable balances due, less a discount as set forth in the respective agreements. The balances under these agreements are accounted for as sales of accounts receivable, as they are sold without recourse. Cash proceeds from these agreements are reflected as operating activities included in the change in accounts receivable in the consolidated statements of cash flows. Fees incurred in connection with the agreements are recorded as interest expense.
On September 22, 2023, we filed a shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the "SEC") on October 12, 2023 (the "Form S-3") and which will expire on October 12, 2026, replacing a prior shelf registration statement which expired on October 12, 2023. This shelf registration statement, which includes a base prospectus, allows us to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes.
On September 12, 2022, we entered into a Sales Agreement (the "Sales Agreement") with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the "Agents"). Pursuant to the terms of the Sales Agreement, we may sell from time to time through the Agents shares of our common stock, par value $0.001 per share with an aggregate sales price of up to $12,000. We will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. During the year ended December 31, 2022, we issued 100,379 shares of our common stock under the Sales Agreement and the net proceeds (before upfront costs) to us from the sale of our common stock were approximately $323 after deducting commissions paid of approximately $9 and before deducting other expenses of $93. 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. Any additional shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and a 424(b) prospectus supplement.
We anticipate that we will be able to satisfy the cash requirements associated with, among other things, working capital needs, capital expenditures and lease commitments through at least the next twelve months primarily through cash generated from operations, available cash balances, our Credit Facility, sales of shares under the Sales Agreement, additional equipment financing, and access to the public or private debt and/or equity markets, including the option to raise additional capital from the sale of our securities under the Form S-3, and proceeds from sales of AMP credits.
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 notes payable have monthly payments that range from $1 to $20 and a weighted average interest rate of 7%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from September 2028 to June 2029.
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 | |||
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. 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. 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 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. 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. 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. We expect to fund these cash requirements primarily through cash generated from operations, available cash balances, our 2022 Credit Facility, sales of shares under the Sales Agreement, additional equipment financing, proceeds from sales of AMP credits, and access to the public or private debt and/or equity markets, including the option to raise additional capital from the sale of our securities under a "shelf" registration statement on Form S-3.