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Redwire Corp

For the period ended Mar 31, 2025. Filed May 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 12, 2025

RDW$7.21+16.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-07.

0001819810-24-000115

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-12.

0001819810-25-000137

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 114 previous paragraphs and 91 current paragraphs.

52 unchanged; 30 reworded; 9 added; 25 removed; 7 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

•Revenues decreased 30% for the three months ended March 31, 2025 compared to the same period in 2024.

Current report

•Net loss decreased $5.1 million for the three months ended March 31, 2025 compared to the same period in 2024.

Current report

•Book-to-bill ratio increased to 0.92 for the three months ended March 31, 2025, from 0.40 for the same period in 2024.

Current report

•The Company entered into an agreement to acquire Edge Autonomy Holdings, LLC, subject to final closing conditions, including approval of the Company’s stockholders.

Current report

•The Company contracted to launch four (4) additional PIL investigations for NASA.

Current report

•The Company was awarded a contract to provide four (4) docking mechanisms for the ESA habitation module for lunar Gateway.

Current report

Revenues decreased 30% to $61.4 million for the three months ended March 31, 2025, as compared to $87.8 million for the three months ended March 31, 2024. The decrease in revenues is primarily due to timing in the stage of production cycles year-over-year for certain larger contracts for power generation offerings. The foregoing resulted in decreased volume of production and therefore decreased revenue compared to the same period in 2024.

Current report

Research and development during the three months ended March 31, 2025, remained materially consistent as compared with the same period in 2024.
Removed paragraphs (25)

Previous report

During the third quarter of 2024, the Company delivered strong revenue performance year-over-year and completed the acquisition of Hera Systems, Inc. (“Hera”), a spacecraft development company supporting the evolving requirements for national security missions operating in contested space.

Previous report

•Revenues increased 10% for the three months ended September 30, 2024 compared to the same period in 2023.

Previous report

•Net loss increased $14.6 million for the three months ended September 30, 2024 compared to the same period in 2023.

Previous report

•Book-to-bill ratio decreased to 0.65 for the three months ended September 30, 2024, from 0.74 for the same period in 2023.

Previous report

Revenues increased 10% to $68.6 million for the three months ended September 30, 2024, as compared to $62.6 million for the three months ended September 30, 2023. The year-over-year increase in revenues is primarily due to increases in average contract size and increased volume of production in power generation offerings. These increases were partially offset by $1.6 million of net unfavorable EAC adjustments for the three months ended September 30, 2024 as compared to $2.5 million net favorable EAC adjustments for the same period in 2023. Please refer to Note L – Revenues of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s net EAC adjustments.

Previous report

Research and development expenses increased $0.4 million, or 24%, for the three months ended September 30, 2024, as compared with the three months ended September 30, 2023. The increase was primarily due to strategic decisions to invest in future developments related to avionics and sensors, radio frequency, power generation technologies and microgravity payloads.

Previous report

Results of operations for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023:

Previous report

Revenues increased by $54.2 million, or 30%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The year-over-year increase in revenues was primarily related to increases in average contract size and increased volume of production in the power generation, radio frequency and structures and mechanisms space infrastructure offerings. These increases were partially offset by $8.6 million of net unfavorable EAC adjustments for the nine months ended September 30, 2024 as compared to $0.8 million of net favorable EAC adjustments for the same period in 2023. Please refer to Note L – Revenues of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s net EAC adjustments.

Previous report

Gross profit decreased $7.4 million, or 16%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. As a percentage of revenues, gross margin was 17% and 26% for the nine months ended September 30, 2024 and 2023, respectively. The year-over-year decrease in gross margin as a percentage of revenues was driven by changes in contract mix, including larger contracts with lower margins and completion of certain higher margin contracts, impacting the overall contract portfolio gross margin. The decrease is also partially due to a $8.6 million negative impact of net EAC adjustments for the nine months ended September 30, 2024 as compared to $0.8 million of net favorable EAC adjustments for the same period in 2023. Please refer to Note L – Revenues of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s net EAC adjustments.

Previous report

SG&A expenses increased$0.9 million, or 2%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The year-over-year increase in SG&A expenses was primarily driven by an increase in legal expenses and share-based compensation of $3.0 million and $1.7 million, respectively. This increase was partially offset by a decrease in professional fees and insurance expense of $4.2 million. SG&A expenses as a percentage of revenues decreased to 23%for the nine months ended September 30, 2024 from 29%during the same period in 2023. This decrease reflects the Company’s continued focus on cost discipline and streamlining corporate overhead costs to enhance operating leverage.

Previous report

Research and development expenses increased $0.7 million, or 17%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was primarily due to strategic decisions to invest in future developments related to avionics and sensors, radio frequency, power generation technologies and microgravity payloads.

Previous report

Interest expense, net increased $1.6 million, or 20%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. This increase was primarily related to an increase in our cost of capital due to unfavorable changes in variable interest rates on the Company’s debt obligations and increased borrowings on the revolving credit facility compared to the same period in 2023. Please refer to Note G – Debt of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s debt obligations.

Previous report

Other (income) expense, net increased by $12.0 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. This year-over-year increase was primarily due to a $8.1 million loss as a result of an increase in the fair value of the Company’s private warrant liability for the nine months ended September 30, 2024 as compared to a $2.5 million loss during the same period in 2023. The change year-over-year is primarily due to a larger increase in the Company’s common stock price during the nine months ended September 30, 2024 as compared to the increase during the same period of 2023. The increase was also due to an $8.0 million loss contingency recognized for a litigation matter, for which there was no comparable cost in the same period of 2023. The increase was partially offset by a gain of $1.3 million recognized as a result of the sale of the Company’s joint ventures. Please refer to Note J – Commitments and Contingencies, Note D – Fair Value of Financial Instruments and Note P – Joint Venture of the accompanying notes to the condensed consolidated financial statements for additional information related to litigation matters, private warrants and equity joint ventures, respectively.

Previous report

ii. Redwire recorded adjustments related to the impact of recognizing deferred revenue at fair value as part of the purchase accounting for previous acquisitions.

Previous report

vii. Redwire incurred expenses related to the committed equity facility with B. Riley, which includes consideration paid to enter into the Purchase Agreement as well as changes in fair value recognized as a gain or loss during the respective periods.

Previous report

viii. Redwire incurred expenses related to debt financing agreements, including amendment related fees paid to third parties that are expensed in accordance with U.S. GAAP.

Previous report

ix. Redwire recognized a gain related to the sale of all its ownership in two joint ventures, presented net of transaction costs incurred, as further described in Note P of the accompanying notes to the condensed consolidated financial statements.
Reworded paragraphs (30)

Previous wording

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q. Certain information contained in this discussion and analysis includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Item 1A. “Risk Factors” and the "Cautionary Note Regarding Forward-Looking Statements” sections of this Quarterly Report on Form 10-Q. Unless the context otherwise requires, all references in this section to the “Company,” “Redwire,” “we,” “us” or “our” refer to Redwire Corporation and its consolidated subsidiaries.

Current wording

The following discussion and analysis is provided as a supplement to, and should be read in conjunction with, the condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q. Certain information contained in this discussion and analysis includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Item 1A. “Risk Factors” and the "Cautionary Note Regarding Forward-Looking Statements” sections of this Quarterly Report on Form 10-Q. Unless the context otherwise requires, all references in this section to the “Company,” “Redwire,” “we,” “us” or “our” refer to Redwire Corporation and its consolidated subsidiaries.

Previous wording

Redwire is a global space infrastructure and innovation company enabling civil, commercial, and national security programs. Redwire’s proven and reliable capabilities include our core space infrastructure offerings of avionics, sensors, power solutions, critical structures, mechanisms, radio frequency (“RF”) systems, platforms, missions, and microgravity payloads. Redwire combines decades of flight heritage and proven experience with an agile and innovative culture.

Current wording

Redwire is a global space infrastructure and innovation company enabling civil, commercial, and national security programs. Redwire’s proven and reliable capabilities include our core space infrastructure offerings of avionics, sensors, and payloads; power generation; structures and mechanisms; radio frequency (“RF”) systems; spacecraft platforms and missions; and microgravity payloads. Redwire combines decades of flight heritage and proven experience with an agile and innovative culture.

Previous wording

The following discussion should be read along with the financial statements included in this Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Liquidity and Capital Resources,” and “Risk Factors”included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 20, 2024, which provides additional information on our business, the environment in which we operate and our operating results.

Current wording

The following discussion should be read along with the financial statements included in this Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Liquidity and Capital Resources,” and “Risk Factors”included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 11, 2025 (the “Company’s Annual Report”), which provides additional information on our business, the environment in which we operate and our operating results.

Previous wording

•Selling, general and administrative expenses as a percentage of revenues decreased to 26% for the three months ended September 30, 2024 from 29% during the same period in 2023.

Current wording

•Selling, general and administrative expenses as a percentage of revenues increased to 31% for the three months ended March 31, 2025 from 20% during the same period in 2024.

Previous wording

Cost of sales increased $11.1 million, or 24%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The year-over-year increase in cost of sales was driven by increased labor, materials and subcontractor costs primarily associated with larger contracts in power generation offerings for which there were no related costs during the same period in 2023.

Current wording

Cost of sales decreased $20.6 million, or 28%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The year-over-year decrease in cost of sales was primarily driven by reduced costs due to a shift in the production cycle associated with certain larger contracts in power generation offerings, partially offset by increased labor and subcontractor costs in spacecraft platforms and missions offerings for which there were no related costs during the same period in 2024.

Previous wording

Gross profit decreased $5.1 million, or 30%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. As a percentage of revenues, gross margin was 18% and 27% for the three months ended September 30, 2024 and 2023, respectively. The year-over-year decrease in gross margin was driven by changes in contract mix, including larger contracts with lower margins and completion of certain higher margin contracts, impacting the overall contract portfolio gross margin. The decrease is also partially due to the $1.6 million net unfavorable EAC adjustments for the three months ended September 30, 2024. Please refer to Note L – Revenues of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s net EAC adjustments.

Current wording

Gross profit decreased $5.8 million, or 39%, for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. As a percentage of revenues, gross margin was 15% and 17% for the three months ended March 31, 2025 and 2024, respectively. The year-over-year decrease in gross margin was primarily driven by the $3.1 million net unfavorable EAC adjustments for the three months ended March 31, 2025. Please refer to Note M – Revenues of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s net EAC adjustments.

Previous wording

SG&A expenses decreased $0.8 million, or 4%, for the three months ended September 30, 2024, as compared with the same period in 2023. The year-over-year decrease in SG&A expenses was primarily driven by a decrease of $1.5 million in professional fees, partially offset by an increase of $0.8 million in legal fees. This contributed to a year-over-year decrease of SG&A as a percentage of revenue to 26% for the three months ended September 30, 2024 from 29% for the same period in 2023. This decrease reflects the Company’s continued focus on cost discipline and streamlining corporate overhead costs to enhance operating leverage.

Current wording

SG&A expenses increased $1.4 million, or 8%, for the three months ended March 31, 2025, as compared with the same period in 2024. This contributed to a year-over-year increase of SG&A as a percentage of revenue to 31% for the three months ended March 31, 2025 from 20% for the same period in 2024. The year-over-year increase in SG&A expenses was primarily driven by an increase in labor related costs, including equity-based compensation, partially offset by decreases in professional services and legal costs. This increase reflects the Company’s investment in its workforce and implementing a sustainable infrastructure to further its focus on enhancing operating leverage.

Previous wording

Transaction expenses increased $5.1 million, or 100.0%, for the three months ended September 30, 2024, as compared with the same period in 2023. The increase is primarily due to $1.1 million of costs incurred related to the Hera acquisition as well as pre-acquisition costs incurred consisting of due diligence and additional expenses related to prospective acquisitions.

Current wording

Transaction expenses increased $3.8 million, or 100.0%, for the three months ended March 31, 2025, as compared with the same period in 2024. The increase is primarily due to pre-acquisition costs incurred consisting of due diligence and additional expenses related to prospective acquisitions, including the pending acquisition of Edge Autonomy. Please refer to Note C – Business Combinations of the accompanying notes to the condensed consolidated financial statements for additional information related to the pending acquisition.

Previous wording

Interest expense, net increased $1.0 million, or 37%, for the three months ended September 30, 2024, as compared with the three months ended September 30, 2023. The increase was primarily related to an increase in our cost of capital due to unfavorable changes in variable interest rates on the Company’s debt obligations and increased borrowings on the revolving credit facility compared to the same period in 2023. Refer to Note G – Debt of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s debt obligations.

Current wording

Interest expense, net increased $0.7 million, or 23%, for the three months ended March 31, 2025, as compared with the three months ended March 31, 2024. The increase was primarily related to increased borrowings on the revolving credit facility compared to the same period in 2024. Refer to Note G – Debt of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s debt obligations.

Previous wording

Other (income) expense, net increased by $4.1 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The year-over-year increase was primarily due to an $8.0 million loss contingency recognized for a litigation matter, for which there was no comparable cost in the same period of 2023. The increase was partially offset by a gain of $1.9 million recognized as a result of changes in the fair value of the private warrant liability during the three months ended September 30, 2024 as compared to a loss of $0.5 million recognized during the same period of 2023. The increase was also partially offset by a more favorable impact from foreign currency transactions for the three months ended September 30, 2024 as compared to the same period in 2023. Refer to Note J – Commitments and Contingencies and Note D – Fair Value of Financial Instruments of the accompanying notes to the condensed consolidated financial statements for additional information related to litigation matters and private warrants, respectively.

Current wording

Other (income) expense, net increased from net other expense to net other income by $16.3 million for the three months ended March 31, 2025, as compared to the same period in 2024. The year-over-year increase was primarily due to a gain of $13.6 million recognized as a result of changes in the fair value of the private warrant liability during the three months ended March 31, 2025 as compared to a loss of $1.1 million recognized during the same period of 2024. The increase was also partially due to a more favorable impact from foreign currency transactions for the three months ended March 31, 2025 as compared to the same period in 2024. Refer to Note D – Fair Value of Financial Instruments of the accompanying notes to the condensed consolidated financial statements for additional information related to the fair value of private warrants.

Previous wording

The effective tax rate decreased to 2.2% for thethree months ended September 30, 2024, as compared to 3.8% forthree months ended September 30, 2023, primarily related to the Company’s mix in earnings between U.S. and foreign jurisdictions. Refer to Note I – Income Taxes of the accompanying notes to thecondensed consolidated financial statements for further discussion.

Current wording

The effective tax rate increased to 5.8% for thethree months ended March 31, 2025, as compared to (1.4)% forthree months ended March 31, 2024, primarily related to the Company’s mix in earnings between U.S. and foreign jurisdictions. Refer to Note J – Income Taxes of the accompanying notes to thecondensed consolidated financial statements for further discussion.

Previous wording

The net income (loss) attributable to noncontrolling interests for the three months ended September 30, 2024 and 2023 was de minimis. Please refer to Note P – Joint Venture of the accompanying notes to the condensed consolidated financial statements for additional information.

Current wording

The net income (loss) attributable to noncontrolling interests for the three months ended March 31, 2025 and 2024 was de minimis.

Previous wording

Adjusted EBITDA is defined as net income (loss) adjusted for interest expense, net, income tax expense (benefit), depreciation and amortization, impairment expense, acquisition deal costs, acquisition integration costs, acquisition earnout costs, purchase accounting fair value adjustment related to deferred revenue, severance costs, capital market and advisory fees, litigation-related expenses, write-off of long-lived assets, gains on sale of joint ventures, equity-based compensation, committed equity facility transaction costs, debt financing costs, and warrant liability change in fair value adjustments.

Current wording

Adjusted EBITDA is defined as net income (loss) adjusted for interest expense, net, income tax expense (benefit), depreciation and amortization, impairment expense, transaction expenses, acquisition integration costs, acquisition earnout costs, purchase accounting fair value adjustment related to deferred revenue, severance costs, capital market and advisory fees, litigation-related expenses, write-off of long-lived assets, equity-based compensation, committed equity facility transaction costs, debt financing costs, gains on sale of joint ventures, and warrant liability change in fair value adjustments.

Previous wording

i. Redwire incurred acquisition costs including due diligence, integration costs and additional expenses related to pre-acquisition activity.

Current wording

i. Redwire incurred acquisition costs including due diligence, integration costs and additional expenses related to pre-acquisition activity. Acquisition deal costs was reclassified as Transaction expenses to conform with current period presentation.

Previous wording

v. Redwire incurred expenses related to securities litigation, including a loss contingency of $8.0 million recognized in 2024. Refer to Note J of the accompanying notes to the condensed consolidated financial statements for additional information.

Current wording

iv. Redwire incurred expenses related to securities litigation. Refer to Note K – Commitments and Contingencies of the accompanying notes to the consolidated financial statements for additional information.

Previous wording

Our book-to-bill ratio was 0.65 for the three months ended September 30, 2024, as compared to 0.74 for the three months ended September 30, 2023. For the three months ended September 30, 2024, contracts awarded includes $21.9 million of acquired contract value from the Hera Systems acquisition. For the three months ended September 30, 2023, none of the contracts awarded balance relates to acquired contract value.

Current wording

Our book-to-bill ratio was 0.92 for the three months ended March 31, 2025, as compared to 0.40 for the three months ended March 31, 2024. For the three months ended March 31, 2025 and 2024, none of the contracts awarded balance relates to acquired contract value.

Previous wording

Our book-to-bill ratio was 1.25 for the LTM (“Last Twelve Months”) ended September 30, 2024, as compared to 1.38 for the LTM ended September 30, 2023. For the LTM ended September 30, 2024, contracts awarded includes $21.9 million of acquired contract value from the Hera Systems acquisition, which was completed in the third quarter of 2024. For the LTM ended September 30, 2023, contracts awarded includes $109.8 million of acquired contract value from the Space NV acquisition, which was completed in the fourth quarter of 2022.

Current wording

Our book-to-bill ratio was 0.90 for the Last Twelve Months (“LTM”) ended March 31, 2025, as compared to 1.11 for the LTM ended March 31, 2024. For the LTM ended March 31, 2025, contracts awarded includes $21.9 million of acquired contract value from the Hera Systems acquisition, which was completed in the third quarter of 2024. For the LTM ended March 31, 2024, none of the contracts awarded balance relates to acquired contract value.

Previous wording

The following table presents our contracted backlog as of September 30, 2024 and December 31, 2023, and related activity for the nine months ended September 30, 2024 as compared to the year ended December 31, 2023.

Current wording

The following table presents our contracted backlog as of March 31, 2025 and December 31, 2024, and related activity for the three months ended March 31, 2025 as compared to the year ended December 31, 2024.

Previous wording

We view growth in backlog as a key measure of our business growth. Contracted backlog represents the estimated dollar value of firm funded executed contracts for which work has not been performed (also known as the remaining performance obligations on a contract). Our contracted backlog includes $16.9 million and $19.3 million in remaining contract value from T&M contracts as of September 30, 2024 and as of December 31, 2023, respectively.

Current wording

We view growth in backlog as a key measure of our business growth. Contracted backlog represents the estimated dollar value of firm funded executed contracts for which work has not been performed (also known as the remaining performance obligations on a contract). Our contracted backlog includes $15.5 million and $16.7 million in remaining contract value from T&M contracts as of March 31, 2025 and as of December 31, 2024, respectively.

Previous wording

Although contracted backlog reflects business associated with contracts that are considered to be firm, terminations, amendments or contract cancellations may occur, which could result in a reduction in our total backlog. In addition, some of our multi-year contracts are subject to annual funding. Management expects all amounts reflected in contracted backlog to ultimately be fully funded. Contracted backlog from foreign operations in Luxembourg and Belgium was $93.2 million and $106.0 million as of September 30, 2024 and December 31, 2023, respectively. These amounts are subject to foreign exchange rate translations from euros to U.S. dollars that could cause the remaining backlog balance to fluctuate with the foreign exchange rate at the time of measurement.

Current wording

Although contracted backlog reflects business associated with contracts that are considered to be firm, terminations, amendments or contract cancellations may occur, which could result in a reduction in our total backlog. In addition, some of our multi-year contracts are subject to annual funding. Management expects all amounts reflected in contracted backlog to ultimately be fully funded. Contracted backlog from foreign operations in Luxembourg and Belgium was $107.2 million and $70.5 million as of March 31, 2025 and December 31, 2024, respectively. These amounts are subject to foreign exchange rate translations from euros to U.S. dollars that could cause the remaining backlog balance to fluctuate with the foreign exchange rate at the time of measurement.

Previous wording

Our operations are primarily funded with cash flows provided by operating activities and access to existing credit facilities. As of September 30, 2024, we had $27.8 million in cash and cash equivalents and $18.0 million in available borrowings from our existing credit facilities. Additionally, we had $15.3 million in restricted cash which includes $7.8 million of proceeds received from third-parties that is refundable except in certain limited circumstances. Restricted cash consists of a cash-collateralized standby letter of credit for a submitted proposal.

Current wording

Our operations are primarily funded with cash flows provided by operating activities and access to existing credit facilities. As of March 31, 2025, we had $54.2 million in cash and cash equivalents and $35.0 million in available borrowings from our existing credit facilities.

Previous wording

Our ability to fund our cash needs is dependent upon the successful execution of our business strategy and future operating results. Our future operating results are subject to, among others, general economic conditions, including as a result of heightened inflation, rising interest rates and supply chain pressures, competitive dynamics in our target markets as well as legislative and regulatory factors that may be outside of our control. As part of our business and debt management strategy, we continuously evaluate opportunities to further strengthen our financial and liquidity position, including issuing additional equity or debt securities, refinancing or otherwise restructuring our existing credit facilities, or entering into new financing arrangements. There can be no assurance that any of these actions will be sufficient to allow us to adequately service our debt obligations, meet our debt covenants, or that such actions will not result in an adverse impact on our business. In the event that we require additional financing, we may not be able to secure such financing on terms acceptable to us or at all.

Current wording

Our ability to fund our cash needs is dependent upon the successful execution of our business strategy and future operating results. Our future operating results are subject to, among others, general economic conditions, including as a result of heightened inflation, rising interest rates and supply chain pressures, competitive dynamics in our target markets as well as legislative and regulatory factors that may be outside of our control. As part of our business and debt management strategy, we continuously evaluate opportunities to further strengthen our financial and liquidity position, including issuing additional equity or debt securities, refinancing or otherwise restructuring our existing credit facilities, or entering into new financing arrangements. There can be no assurance that any of these actions will be sufficient to allow us to adequately service our debt obligations, meet our debt covenants, or that such actions will not result in an adverse impact on our business. In the event that we require additional financing, we may not be able to secure such financing on terms acceptable to us or at all. For further information, please refer to the risk factors contained in the Company’s Annual Report.

Previous wording

During the nine months ended September 30, 2024, there were no material changes to the Company’s contractual obligations as presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 20, 2024, that were outside the ordinary course of our business, except for certain significant future lease obligations as described in Note H – Leases.

Current wording

During the three months ended March 31, 2025, there were no material changes to the Company’s contractual obligations as presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report that were outside the ordinary course of our business.

Previous wording

From time to time, we are a party to certain off-balance sheet arrangements, such as standby letter of credits. Liabilities related to these arrangements are generally not reflected in our consolidated balance sheets. We do not expect any material impact on our cashflows, results of operations or financial condition to result from these off-balance sheet arrangements.

Current wording

From time to time, we are a party to certain off-balance sheet arrangements, such as standby letters of credit. Liabilities related to these arrangements are generally not reflected in our consolidated balance sheets. We do not expect any material impact on our cashflows, results of operations or financial condition to result from these off-balance sheet arrangements.

Previous wording

As of September 30, 2024, we had $15.3 million of standby letters of credit outstanding for a submitted proposal, which were secured by our restricted cash. Refer to Note B of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s restricted cash.

Current wording

We had no standby letters of credit as of March 31, 2025, and as of December 31, 2024, we had $15.4 million of standby letters of credit outstanding for a submitted proposal, which were secured by our restricted cash. Refer to Note B of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s restricted cash.

Previous wording

Net cash used in operating activities increased for the nine months ended September 30, 2024 by $10.0 million as compared the same period in 2023. The change was primarily due to an increase of $28.1 million in cash used related to the Company’s net loss for the nine months ended September 30, 2024 in comparison to the same period in 2023, partially offset by a decrease in cash used by working capital of $11.6 million and increase of $6.6 million in the effects of non-cash adjustments. The decrease in cash used by working capital is primarily related to an increase in other liabilities of $10.6 million and a decrease in accounts receivable of $14.5 million partially offset by a decrease in accounts payable and accrued expenses of $5.0 million and deferred revenue of $7.4 million and an increase in contract assets of $8.8 million. The changes in contract assets, accounts receivable and deferred revenue were primarily driven by the timing of billable milestones during the nine months ended September 30, 2024 compared to the same period in 2023. The decrease in accounts payable and accrued expenses is primarily a result of timing of payments and invoice receipt and the increase in other liabilities is primarily related to the loss contingency recognized related to a litigation matter. Please refer to Note J – Commitments and Contingencies of the accompanying notes to the condensed consolidated financial statements for additional information related to litigation matters.

Current wording

Net cash used in operating activities was $45.1 million during the three months ended March 31, 2025 compared to net cash provided by operating activities of $2.8 million, resulting in a $47.8 million increase in the use of cash year-over-year. The change was primarily due to an increase in cash used by working capital of $37.7 million and decrease of $15.3 million in the effects of non-cash adjustments, partially offset by an decrease of $5.1 million in cash used related to the Company’s net loss for the three months ended March 31, 2025 in comparison to 2024. The increase in cash used by working capital is primarily related to a decrease of $5.5 million, $8.2 million and $6.9 million in other liabilities, accounts payable and accrued expenses, and accounts receivable, respectively, compared to an increase of $0.5 million and $7.9 million and a decrease of $13.2 million in the same accounts for 2024, respectively. The decrease was also due to an increase in contract assets of $16.8 million compared to an increase of $3.0 million in contract assets for 2024. These decreases were partially offset by a decrease of $7.6 million in deferred revenue compared to a decrease of $15.4 million in deferred revenue for 2024. The decreases in accounts payable and accrued expenses is primarily a result of timing of payments and invoice receipt and the decrease in other liabilities is primarily related to the payment of a loss contingency related to a litigation matter. Please refer to Note K – Commitments and Contingencies of the accompanying notes to the condensed consolidated financial statements for additional information related to litigation matters. The changes in contract assets and deferred revenue were primarily driven by the timing of billable milestones during the three months ended March 31, 2025 compared to 2024. The decrease in non-cash adjustments is primarily related to a decrease in the fair value of the outstanding private warrants of $13.6 million during the three months ended March 31, 2025 compared to an increase of $1.1 million in 2024. Please refer to Note D – Fair Value of Financial Instruments of the accompanying notes to the condensed consolidated financial statements for additional information related to the fair value of warrants.

Previous wording

Net cash used in investing activities decreased by$2.2 millionfor the nine months ended September 30, 2024, as compared to the same period in 2023. The change was primarily due to net proceeds of $4.6 million received from the sale of the Company’s joint ventures, partially offset by an increase in capital expenditures related to licensed software for internal-use and property, plant and equipment and cash used, net of cash acquired related to the Hera Systems acquisition.

Current wording

Net cash used in investing activities increased by$1.7 millionfor the three months ended March 31, 2025, as compared to the same period in 2024. The change was due to an increase in capital expenditures primarily related to licensed software for internal-use.

Previous wording

Net cash provided by financing activities increased by$38.0 million during thenine months ended September 30, 2024, as compared to the same period in 2023. The change was primarily due to an increase in net proceeds received from debt of $34.8 million during the nine months ended September 30, 2024, compared to $3.8 million in the same period in 2023, advances from third-parties of $7.8 million and proceeds of $0.5 million received from issuance of common stock for the exercise of vested stock options and shares purchased through the ESPP, compared to $0.1 million in the same period in 2023. The increase in proceeds received from debt was driven primarily by increased draws from the Adams Street Revolving Credit Facility during the nine months ended September 30, 2024, compared to the same period in 2023.

Current wording

Net cash provided by financing activities increased by$52.2 million during thethree months ended March 31, 2025, as compared to 2024. The change was primarily due to an increase in net proceeds received from the exercise of the Company’s public and private warrants of $82.9 million during the three months ended March 31, 2025, for which there was no comparable activity for the same period in 2024. The increase was partially offset by net cash used in debt of $20.7 million during the three months ended March 31, 2025, compared to net proceeds from debt of $2.2 million in 2024 and repayments of advances from third-parties of $7.8 million, for which there was no comparable activity for the same period in 2024. The change from net proceeds from debt to net cash used in debt was driven primarily by increased repayments on draws from the Adams Street Revolving Credit Facility during the three months ended March 31, 2025, compared to 2024.

Previous wording

Our operations in Belgium and Luxembourg conduct transactions that are primarily denominated in euros, which limits our foreign currency exposure. However, changes in exchange rates will affect the Company’s condensed consolidated financial statements as expressed in U.S. dollars.

Current wording

Our operations in Europe conduct transactions that are primarily denominated in euros, which limits our foreign currency exposure. However, changes in exchange rates will affect the Company’s condensed consolidated financial statements as expressed in U.S. dollars.

Previous wording

There have been no material changes to our critical accounting policies and estimates as disclosed in our audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 20, 2024.

Current wording

There have been no material changes to our critical accounting policies and estimates as disclosed in our audited financial statements included in the Company’s Annual Report.
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

Cost of sales increased $61.6 million, or 46%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The year-over-year increase in cost of sales was primarily driven by increased labor and subcontractor costs associated with larger contracts in power generation offerings for which there were no related costs during the same period in 2023.

Previous report — wording carried elsewhere

Selling, General and Administrative (“SG&A”) Expenses

Previous report — wording carried elsewhere

Transaction expenses increased $5.4 million for the nine months ended September 30, 2024, as compared with the same period in 2023. The increase is primarily due to $1.1 million of costs incurred related to the Hera acquisition as well as pre-acquisition costs incurred consisting of due diligence and additional expenses related to prospective acquisitions.

Previous report — wording carried elsewhere

The table below provides information regarding our income tax expense (benefit) for the following periods:

Previous report — wording carried elsewhere

The change in our effective tax rate for thenine months ended September 30, 2024, as compared to thenine months ended September 30, 2023 is primarily related to the Company’s mix in earnings between U.S. and foreign jurisdictions. Please refer to Note I – Income Taxes of the accompanying notes to thecondensed consolidated financial statements for additional information.

Previous report — wording carried elsewhere

Net Income (Loss) Attributable to Noncontrolling Interests

Previous report — wording carried elsewhere

The net income (loss) attributable to noncontrolling interests for the nine months ended September 30, 2024 and 2023 was de minimis. Please refer to Note P – Joint Venture of the accompanying notes to the condensed consolidated financial statements for additional information.