Abilene sale Pro Forma
true
0001120370
0001120370
2026-04-30
2026-04-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2026
____________________________________
BROADWIND, INC.
(Exact name of registrant as specified in its charter)
______________________________
| Delaware |
001-34278 |
88-0409160 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3240 South Central Avenue
Cicero, Illinois 60804
(Address of Principal Executive Offices) (Zip Code)
(708) 780-4800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.001 par value |
BWEN |
The NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Broadwind, Inc.. (the “Company”) on May 6, 2026 (the “Original Form 8-K”), Broadwind Heavy Fabrications, Inc. (the “Seller”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Freeman Enclosure Systems, LLC, (the “Buyer”), a wholly-owned subsidiary of IES Holdings, Inc., pursuant to which the Seller sold the real property and certain assets contained therein which comprise the Seller’s production facility located in Abilene, Texas (the “Facility”, and the sale transaction, the “Transaction”). As described in the original filing, the Transaction was the result of the Company’s decision in 2026 to make a strategic shift away from wind markets. The Company sold its Manitowoc, Wisconsin production facility on September 8, 2025, as further described in Item 2.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 10, 2025 (“Manitowoc Transaction” and, together with the Transaction, the “Strategic Transactions”). The Manitowoc Transaction resulted in the consolidation of the Company’s wind business in the Facility. In 2026, the Company further evaluated its strategy and determined that it would sell the Facility, resulting in the Company’s exit from the wind market.
This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Form 8-K to provide the historical and pro forma financial statements giving effect to the Strategic Transactions described in Item 9.01 below. No other modifications to the Original Form 8-K are being made by this Amendment. This Amendment should be read in connection with the Original Form 8-K,which provides a more complete description of the Transaction.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed financial statements of the Company giving effect to the Strategic Transactions are attached hereto as Exhibit 99.1 and incorporated herein by reference.
The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and do not purport to represent what the Company’s financial position or results of operations would have been had the disposition occurred on the dates indicated, nor are they necessarily indicative of future financial position or results of operations.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Unaudited pro forma consolidated financial statements
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BROADWIND, INC.
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By:
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/s/ Eric B. Blashford
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Eric B. Blashford
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President and Chief Executive Officer
(Principal Executive Officer)
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Date: May 7, 2026
EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On April 30, 2026, (the “Closing Date”) Broadwind Heavy Fabrications, Inc. (the “Seller”), a wholly owned subsidiary of Broadwind, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Freeman Enclosure Systems, LLC, (the “Buyer”), a wholly-owned subsidiary of IES Holdings, Inc., pursuant to which the Seller sold the real property and certain assets contained therein which comprise the Seller’s production facility located in Abilene, Texas (the “Facility”), including equipment, machinery, other personal property, specified service contracts, and permits (collectively, the “Purchased Assets”), to the Buyer for an aggregate purchase price of up to $19,500,000.00 in cash, subject to certain purchase price adjustments, (the “Transaction”). On the Closing Date, the Seller also entered into a short-term lease agreement with the Buyer, pursuant to which the Seller will lease the Facility and the Purchased Assets back from the Buyer for a nominal below-market rent for a term that is expected to end on or prior to September 5, 2026 (the “Lease”). Under the Lease, Heavy Fabrications also granted the Buyer an option to purchase certain other manufacturing equipment for an additional purchase price of $500,000.00 by the end of the Lease term.
The Transaction was the result of the Company’s decision in 2026 to make a strategic shift away from the wind market. The Company sold its Manitowoc, Wisconsin production facility on September 8, 2025, as further described in Item 2.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 10, 2025 (“Manitowoc Transaction” and, together with the Transaction, the “Strategic Transactions”). The Manitowoc Transaction resulted in the consolidation of the Company’s wind business in the Facility. In 2026, the Company further evaluated its strategy and determined that it would sell the Facility, resulting in the Company’s exit from the wind market
The following unaudited pro forma condensed consolidated financial information (the “unaudited pro forma statements”) is based on the historical financials of Broadwind Inc., after giving effect to the strategic shift. These unaudited pro forma statements give effect to the strategic shift based on the adjustments described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
The unaudited pro forma condensed consolidated balance sheet is presented as if the strategic shift was completed on December 31, 2025, and the unaudited pro forma condensed consolidated statement of income (loss) is presented as if the Transaction was completed on January 1, 2024.
The unaudited pro forma statements have been prepared based upon available information and management estimates; actual amounts may differ from these estimated amounts. The unaudited pro forma statements are not intended to represent or be indicative of the financial condition or results of operations that might have occurred had the Transaction occurred as of the dates stated above, and further should not be taken as representative of the future financial condition or results of operations. The pro forma adjustments are described in the notes.
The unaudited pro forma statements should be read in conjunction with the historical consolidated financial statements as of and for the year ended December 31, 2025, which is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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BROADWIND, INC.
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PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
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AS OF DECEMBER 31, 2025 (UNAUDITED) — (In thousands)
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Historical
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Pro Forma Adjustment (a)
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Pro Forma
As Adjusted
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ |
456 |
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$ |
17,154 |
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$ |
17,610 |
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Accounts receivable, net
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15,836 |
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(3,138 |
) |
(c)
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12,698 |
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AMP credit receivable (current)
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2,564 |
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(2,564 |
) |
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- |
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Contract assets
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|
900 |
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(900 |
) |
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- |
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Inventories
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42,008 |
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(13,884 |
) |
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28,124 |
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Prepaid expenses and other current assets
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2,503 |
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58 |
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(b)
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2,561 |
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Total current assets
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64,267 |
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(3,274 |
) |
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60,993 |
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Long-term assets:
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Property and equipment, net
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39,464 |
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(21,395 |
) |
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|
18,069 |
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Operating lease ROU assets, net
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11,892 |
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|
- |
|
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|
11,892 |
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Intangible assets, net
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|
741 |
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- |
|
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|
741 |
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Other assets
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|
441 |
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- |
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|
441 |
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TOTAL ASSETS
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116,805 |
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(24,669 |
) |
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92,136 |
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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|
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Line of credit and current maturities of long-term debt
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5,036 |
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(354 |
) |
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4,682 |
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Current portion of finance lease obligations
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2,111 |
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(997 |
) |
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1,114 |
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Current portion of operating lease obligations
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2,306 |
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- |
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2,306 |
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Accounts payable
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17,357 |
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(9,632 |
) |
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7,725 |
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Accrued liabilities
|
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2,182 |
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(789 |
) |
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1,393 |
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Customer deposits
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2,692 |
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(1,548 |
) |
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1,144 |
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Total current liabilities
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31,684 |
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(13,320 |
) |
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18,364 |
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Long-term liabilities:
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Long-term debt, net of current maturities
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5,094 |
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(763 |
) |
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4,331 |
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Long-term finance lease obligations
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2,482 |
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- |
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2,482 |
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Long-term operating lease obligations
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11,252 |
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- |
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11,252 |
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Other long-term liabilities
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4 |
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- |
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4 |
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Total long-term liabilities
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18,832 |
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(763 |
) |
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18,069 |
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TOTAL LIABILITIES
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50,516 |
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(14,083 |
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36,433 |
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STOCKHOLDERS' EQUITY:
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Common stock ($0.001 par value)
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24 |
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- |
|
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24 |
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Treasury stock, at cost
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(1,842 |
) |
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- |
|
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(1,842 |
) |
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Additional paid-in capital
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403,210 |
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- |
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403,210 |
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Accumulated deficit
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(335,103 |
) |
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(15,195 |
) |
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(350,298 |
) |
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Additional Adjustment to account for Strategic Exit of the Wind Business
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- |
|
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|
5,506 |
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(e)
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|
5,506 |
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Pro forma adj: estimated pre-tax loss on disposal
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- |
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(897 |
) |
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|
(897 |
) |
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Total stockholders' equity
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66,289 |
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|
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(10,586 |
) |
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|
55,703 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$ |
116,805 |
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|
$ |
(24,669 |
) |
|
$ |
92,136 |
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BROADWIND, INC.
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PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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FOR THE YEAR ENDED DECEMBER 31, 2025 (UNAUDITED) — (In thousands)
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Historical
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Pro Forma Adjustment (a)
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Pro Forma
As Adjusted
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Revenues
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Revenues
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$ |
158,052 |
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$ |
(97,298 |
) |
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$ |
60,754 |
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Cost of sales (including AMP credit benefit)
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Cost of sales
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141,919 |
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(86,910 |
) |
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|
55,009 |
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Gross profit
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16,133 |
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(10,388 |
) |
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5,745 |
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| |
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Operating expenses (income):
|
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|
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|
|
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Selling, general and administrative
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15,021 |
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(2,111 |
) |
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12,910 |
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Gain on sale of Manitowoc industrial fabrication operations
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|
(8,200 |
) |
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|
8,200 |
|
(d)
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|
- |
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Intangible amortization
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|
661 |
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- |
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|
661 |
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Total operating expenses, net
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|
7,482 |
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6,089 |
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13,571 |
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| |
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|
|
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|
|
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Operating income
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|
8,651 |
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|
(16,477 |
) |
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(7,826 |
) |
| |
|
|
|
|
|
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|
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Other income (expense):
|
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|
|
|
|
|
|
|
|
|
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Interest expense, net
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(3,386 |
) |
|
|
1,313 |
|
(f)
|
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|
(2,073 |
) |
|
Other income (expense), net
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|
64 |
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|
(71 |
) |
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|
(7 |
) |
|
Total other expense, net
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|
(3,322 |
) |
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|
1,242 |
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(2,080 |
) |
| |
|
|
|
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|
|
|
|
|
|
|
|
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|
Net income before provision for income taxes
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|
|
5,329 |
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|
(15,235 |
) |
|
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|
(9,906 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit) provision for income taxes
|
|
|
87 |
|
|
|
(40) |
|
|
|
|
47 |
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| |
|
|
|
|
|
|
|
|
|
|
|
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Net income (loss) from continuing operations
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|
$ |
5,242 |
|
|
$ |
(15,195 |
) |
|
|
$ |
(9,953 |
) |
| |
|
|
|
|
|
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|
|
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PER SHARE DATA:
|
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Net income (loss) per share — basic
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|
$ |
0.23 |
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|
$ |
(0.66 |
) |
|
|
$ |
(0.44 |
) |
|
Net income (loss) per share — diluted
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|
$ |
0.23 |
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|
$ |
(0.66 |
) |
|
|
$ |
(0.44 |
) |
|
Weighted avg shares — basic (thousands)
|
|
|
22,873 |
|
|
|
|
|
|
|
|
22,873 |
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|
Weighted avg shares — diluted (thousands)
|
|
|
22,980 |
|
|
|
|
|
|
|
|
22,873 |
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BROADWIND, INC.
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PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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FOR THE YEAR ENDED DECEMBER 31, 2024 (UNAUDITED) — (In thousands)
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| |
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Historical
|
|
|
Pro Forma Adjustment (a)
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|
Pro Forma
As Adjusted
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
143,136 |
|
|
$ |
(76,415 |
) |
|
|
$ |
66,721 |
|
|
Cost of sales (including AMP credit benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
121,947 |
|
|
|
(65,838 |
) |
|
|
|
56,109 |
|
|
Gross profit
|
|
|
21,189 |
|
|
|
(10,576 |
) |
|
|
|
10,613 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
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|
16,303 |
|
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|
(2,613 |
) |
|
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|
13,690 |
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|
Gain on sale of Strategic Exit from Wind Business
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|
|
- |
|
|
|
(7,303 |
) |
(d)
|
|
|
(7,303 |
) |
|
Intangible amortization
|
|
|
661 |
|
|
|
- |
|
|
|
|
661 |
|
|
Total operating expenses, net
|
|
|
16,964 |
|
|
|
(9,916 |
) |
|
|
|
7,048 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
4,225 |
|
|
|
(660 |
) |
|
|
|
3,565 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(3,078 |
) |
|
|
1,009 |
|
(f)
|
|
|
(2,069 |
) |
|
Other income (expense), net
|
|
|
79 |
|
|
|
(80 |
) |
|
|
|
(1 |
) |
|
Total other expense, net
|
|
|
(2,999 |
) |
|
|
929 |
|
|
|
|
(2,070 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before provision for income taxes
|
|
|
1,226 |
|
|
|
269 |
|
|
|
|
1,495 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit) provision for income taxes
|
|
|
74 |
|
|
|
(59) |
|
|
|
|
15 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
|
|
$ |
1,152 |
|
|
$ |
328 |
|
|
|
$ |
1,480 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share — basic
|
|
$ |
0.05 |
|
|
$ |
0.01 |
|
|
|
$ |
0.07 |
|
|
Net income (loss) per share — diluted
|
|
$ |
0.05 |
|
|
$ |
0.02 |
|
|
|
$ |
0.07 |
|
|
Weighted avg shares — basic (thousands)
|
|
|
21,896 |
|
|
|
|
|
|
|
|
21,896 |
|
|
Weighted avg shares — diluted (thousands)
|
|
|
21,975 |
|
|
|
|
|
|
|
|
21,975 |
|
Note 1 Basis of Pro Forma Presentation
The unaudited proforma condensed consolidated financial statements have been prepared to give effect to the strategic shift out of the Wind Market. The unaudited pro forma condensed consolidated financial statements have been derived from historical financial statements of Broadwind Inc. and should be read in conjunction with the historical consolidated financial statements as of and for the year ended December 31, 2025 which is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025 has been prepared assuming the strategic shift occurred on December 31, 2025. The unaudited Pro Forma Condensed Consolidated Statement of Operations for year ended December 31, 2024 and 2025 reflect the Company’s results as if the strategic shift occurred on January 1, 2024.
Note 2 Pro Forma Adjustments
| |
(a)
|
Represents adjustments to reflect the strategic shift out of the Wind Business.
|
| |
(b)
|
In connection with the Abilene Disposition, the Company entered into a short-term lease arrangement with the buyer for continued occupancy of the Abilene facility through September 5, 2026 at nominal rent of one dollar for the lease term. The fair value of the leaseback was estimated at $500,000.00 and was deemed additional non-cash consideration by the Company. The adjustment column reflects the recognition of prepaid rent for $500,000.00 within prepaid expenses and other current assets.
|
| |
(c)
|
In connection with the Abilene Disposition, the buyer was granted an option to purchase certain equipment located at the Abilene facility for a fixed exercise price of $500,000.00. Management has concluded that exercise of the option is probable. The net book value of the equipment is included within property and equipment, net and reflected in the pro forma adjustment in the accompanying pro forma balance sheet; accordingly, no separate pro forma balance sheet adjustment has been recorded with respect to the option. In addition $1,000,000.00 of cash consideration is deferred consideration which is included in an escrow account. As collection is deemed probable it is included within Accounts receivable, net.
|
| |
(d)
|
Adjustment to remove the gain on sale of the Manitowoc facility in 2025.which is reflected in 2024.
|
| |
(e)
|
Represents the equity adjustment to reflect the removal of the working capital accounts and other long-term assets and liabilities related to the Wind business which were not disposed of through the disposition of the Abilene or Manitowoc facilities.
|
| |
(f)
|
Represents the removal of interest expense related to a supply chain financing arrangement for the Wind Business. The related receivables are also part of the pro forma adjustments.
|
