MTW Sale Form 8-K/A
true
0001120370
0001120370
2025-09-08
2025-09-08
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): September 8, 2025
____________________________________
BROADWIND, INC.
(Exact name of registrant as specified in its charter)
______________________________
| Delaware |
|
001-34278 |
|
88-0409160 |
| (State or Other Jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of Incorporation) |
|
File Number) |
|
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 September 10, 2025, (the “Original Report”) with the U.S. Securities and Exchange Commission (“SEC”) by Broadwind, Inc. (the “Company”) on September 8, 2025, Broadwind Heavy Fabrications, Inc. (the “Seller”), a wholly owned subsidiary of the “Company”, completed the closing of the previously announced sale of certain assets (the “Asset Disposition”) to Wisconsin Heavy Fabrication, LLC (the “Buyer”). The assets sold in the Asset Disposition consisted of specified contracts, equipment, machinery and other personal property, and permits used in the Seller’s production facility located in Manitowoc, Wisconsin.
This Current Report on Form 8-K/A amends the Original Report (the “Amendment”), which reported under Item 2.01 the completion of the Asset Disposition. At the time of the Original Report, the Company had concluded that pro forma financial information was not required under Item 9.01(b) of Form 8-K. Following discussions with the staff of the Securities and Exchange Commission, this Amendment is being filed solely to provide the pro forma financial information required by Item 9.01(b) with respect to the Asset Disposition.
This Amendment should be read in conjunction with the Original Report. Except as set forth herein, no amendments or modifications have been made to information contained in the Original Report, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original Report.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial information of the Company giving effect to the Asset Disposition are attached hereto as Exhibit 99.1 and incorporated herein by reference.
The unaudited pro forma condensed consolidated financial information is presented for informational purposes only and is not necessarily indicative of the actual financial position or results of operations that would have been realized had the Asset Disposition been completed on the dates set forth therein, nor is it indicative of the actual financial position or future results of operations that the Company would experience after the Asset Disposition.
The impact of the completed Asset Disposition has been accounted for in the Company’s quarterly report on Form 10-Q for the period ended September 30, 2025 filed with the SEC on November 13, 2025 and annual report on Form 10-K for the period ended December 31, 2025, filed with the SEC on March 11, 2026 and all subsequent periodic reports.
(d) Exhibits
|
Exhibit No.
|
Description
|
| |
|
|
99.1
|
Unaudited pro forma condensed consolidated financial information
|
| 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.
BROADWIND, INC.
By: /s/ Eric B. Blashford
Eric B. Blashford
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 21, 2026
EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On June 4, 2025, Broadwind, Inc. (the “Company” or “BWEN”) through its wholly owned subsidiary Broadwind Heavy Fabrications Inc., entered into a definitive Asset Purchase Agreement (the “Manitowoc Purchase Agreement”) with Wisconsin Heavy Fabrication, LLC (the “Buyer”) to sell certain assets used in its facility located in Manitowoc, Wisconsin (the “Manitowoc Operations”), including specified contracts, equipment, machinery and other personal property, and permits (the “Asset Disposition”). The Asset Disposition was completed on September 8, 2025 (the “Closing Date”) for a purchase price of $13.5 million in cash, before the payment of transaction expenses and any other customary adjustments.
The Manitowoc Operations were historically included within the Company’s Heavy Fabrications segment and did not qualify for presentation as a discontinued operation. The following unaudited pro forma condensed consolidated financial information (the “unaudited pro forma statements”) has been prepared in accordance with Article 11 of Regulation S-X to give effect to the Asset Disposition.
The unaudited pro forma condensed consolidated balance sheet is presented as if the Asset Disposition had been completed on June 30, 2025, the date of the Company’s most recent historical balance sheet as of the Closing Date. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2024 and for the six months ended June 30, 2025 are presented as if the Asset Disposition had been completed on January 1, 2024.
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 Asset Disposition occurred as of the dates stated above, and should not be taken as representative of the future financial condition or results of operations of the Company. The pro forma adjustments are described in the accompanying notes.
The unaudited pro forma statements should be read in conjunction with the historical consolidated financial statements of the Company, including the audited consolidated financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K, and the unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2025 included in the Company’s Quarterly Report on Form 10-Q.
BROADWIND, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2025 (UNAUDITED) — (In thousands)
| |
|
Historical
|
|
|
Pro Forma
Adjustment (a)
|
|
Pro Forma
As Adjusted
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
1,037 |
|
|
$ |
12,725 |
|
(b)
|
|
$ |
13,762 |
|
|
Accounts receivable, net
|
|
|
15,436 |
|
|
|
— |
|
|
|
|
15,436 |
|
|
AMP credit receivable
|
|
|
2,880 |
|
|
|
— |
|
|
|
|
2,880 |
|
|
Contract assets
|
|
|
1,593 |
|
|
|
— |
|
|
|
|
1,593 |
|
|
Inventories
|
|
|
51,432 |
|
|
|
(2,263 |
) |
(c)
|
|
|
49,169 |
|
|
Prepaid expenses and other current assets
|
|
|
2,074 |
|
|
|
— |
|
|
|
|
2,074 |
|
|
Assets held for sale
|
|
|
3,849 |
|
|
|
(3,849 |
) |
|
|
|
— |
|
|
Total current assets
|
|
|
78,301 |
|
|
|
6,613 |
|
|
|
|
84,914 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
40,635 |
|
|
|
— |
|
|
|
|
40,635 |
|
|
Operating lease right-of-use assets
|
|
|
9,982 |
|
|
|
— |
|
|
|
|
9,982 |
|
|
Intangible assets, net
|
|
|
1,072 |
|
|
|
— |
|
|
|
|
1,072 |
|
|
Other assets
|
|
|
521 |
|
|
|
— |
|
|
|
|
521 |
|
|
TOTAL ASSETS
|
|
$ |
130,511 |
|
|
$ |
6,613 |
|
|
|
$ |
137,124 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of credit and current maturities of long-term debt
|
|
$ |
19,099 |
|
|
$ |
(1,600 |
) |
(b)
|
|
$ |
17,499 |
|
|
Current portion of finance lease obligations
|
|
|
2,229 |
|
|
|
— |
|
|
|
|
2,229 |
|
|
Current portion of operating lease obligations
|
|
|
1,606 |
|
|
|
— |
|
|
|
|
1,606 |
|
|
Accounts payable
|
|
|
20,025 |
|
|
|
— |
|
|
|
|
20,025 |
|
|
Accrued liabilities
|
|
|
4,007 |
|
|
|
— |
|
|
|
|
4,007 |
|
|
Customer deposits
|
|
|
4,341 |
|
|
|
— |
|
|
|
|
4,341 |
|
|
Total current liabilities
|
|
|
51,307 |
|
|
|
(1,600 |
) |
|
|
|
49,707 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, net of current maturities
|
|
|
7,006 |
|
|
|
— |
|
|
|
|
7,006 |
|
|
Long-term finance lease obligations, net of current portion
|
|
|
3,089 |
|
|
|
— |
|
|
|
|
3,089 |
|
|
Long-term operating lease obligations, net of current portion
|
|
|
10,150 |
|
|
|
— |
|
|
|
|
10,150 |
|
|
Other
|
|
|
6 |
|
|
|
— |
|
|
|
|
6 |
|
|
Total long-term liabilities
|
|
|
20,251 |
|
|
|
— |
|
|
|
|
20,251 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock ($0.001 par value)
|
|
|
23 |
|
|
|
— |
|
|
|
|
23 |
|
|
Treasury stock, at cost
|
|
|
(1,842 |
) |
|
|
— |
|
|
|
|
(1,842 |
) |
|
Additional paid-in capital
|
|
|
402,476 |
|
|
|
— |
|
|
|
|
402,476 |
|
|
Accumulated deficit
|
|
|
(341,704 |
) |
|
|
8,213 |
|
(d)
|
|
|
(333,491 |
) |
|
Total stockholders' equity
|
|
|
58,953 |
|
|
|
8,213 |
|
|
|
|
67,166 |
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$ |
130,511 |
|
|
|
6,613 |
|
|
|
$ |
137,124 |
|
BROADWIND, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024 (UNAUDITED) — (In thousands)
| |
|
Historical
|
|
|
Pro Forma
Adjustment (a)
|
|
Pro Forma
As Adjusted
|
|
|
Revenues
|
|
$ |
143,136 |
|
|
|
(18,177 |
) |
(f)
|
|
$ |
124,959 |
|
|
Cost of sales
|
|
|
121,947 |
|
|
|
(16,966 |
) |
(f)
|
|
|
104,981 |
|
|
Gross profit
|
|
|
21,189 |
|
|
|
(1,211 |
) |
|
|
|
19,978 |
|
|
Operating expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
16,303 |
|
|
|
(778 |
) |
(f)
|
|
|
15,525 |
|
|
Gain on sale of Manitowoc industrial fabrication operations
|
|
|
— |
|
|
|
(8,213 |
) |
(e)
|
|
|
(8,213 |
) |
|
Intangible amortization
|
|
|
661 |
|
|
|
— |
|
|
|
|
661 |
|
|
Total operating expenses, net
|
|
|
16,964 |
|
|
|
(8,991 |
) |
|
|
|
7,973 |
|
|
Operating income
|
|
|
4,225 |
|
|
|
7,780 |
|
|
|
|
12,005 |
|
|
Other (expense) income, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(3,078 |
) |
|
|
107 |
|
(g)
|
|
|
(2,971 |
) |
|
Other, net
|
|
|
79 |
|
|
|
— |
|
|
|
|
79 |
|
|
Total other expense, net
|
|
|
(2,999 |
) |
|
|
107 |
|
|
|
|
(2,892 |
) |
|
Net income before provision for income taxes
|
|
|
1,226 |
|
|
|
7,887 |
|
|
|
|
9,113 |
|
|
Provision for income taxes
|
|
|
74 |
|
|
|
— |
|
|
|
|
74 |
|
|
Net income
|
|
$ |
1,152 |
|
|
|
7,887 |
|
|
|
$ |
9,039 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share — basic
|
|
$ |
0.05 |
|
|
|
0.36 |
|
|
|
$ |
0.41 |
|
|
Net income per share — diluted
|
|
$ |
0.05 |
|
|
|
0.36 |
|
|
|
$ |
0.41 |
|
|
Weighted avg shares — basic (thousands)
|
|
|
21,896 |
|
|
|
|
|
|
|
|
21,896 |
|
|
Weighted avg shares — diluted (thousands)
|
|
|
21,975 |
|
|
|
|
|
|
|
|
21,975 |
|
BROADWIND, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 (UNAUDITED) — (In thousands)
| |
|
Historical
|
|
|
Pro Forma
Adjustment (a)
|
|
Pro Forma
As Adjusted
|
|
|
Revenues
|
|
$ |
76,073 |
|
|
|
(8,026 |
) |
(f)
|
|
$ |
68,047 |
|
|
Cost of sales
|
|
|
67,772 |
|
|
|
(7,375 |
) |
(f)
|
|
|
60,397 |
|
|
Gross profit
|
|
|
8,301 |
|
|
|
(651 |
) |
|
|
|
7,650 |
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
7,951 |
|
|
|
(237 |
) |
(f)
|
|
|
7,714 |
|
|
Intangible amortization
|
|
|
331 |
|
|
|
— |
|
|
|
|
331 |
|
|
Total operating expenses
|
|
|
8,282 |
|
|
|
(237 |
) |
|
|
|
8,045 |
|
|
Operating income (loss)
|
|
|
19 |
|
|
|
(414 |
) |
|
|
|
(395 |
) |
|
Other expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(1,299 |
) |
|
|
53 |
|
(g)
|
|
|
(1,246 |
) |
|
Other, net
|
|
|
(10 |
) |
|
|
— |
|
|
|
|
(10 |
) |
|
Total other expense, net
|
|
|
(1,309 |
) |
|
|
53 |
|
|
|
|
(1,256 |
) |
|
Net loss before provision for income taxes
|
|
|
(1,290 |
) |
|
|
(361 |
) |
|
|
|
(1,651 |
) |
|
Provision for income taxes
|
|
|
69 |
|
|
|
— |
|
|
|
|
69 |
|
|
Net loss
|
|
$ |
(1,359 |
) |
|
|
(361 |
) |
|
|
$ |
(1,720 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share — basic
|
|
$ |
(0.06 |
) |
|
|
(0.02 |
) |
|
|
$ |
(0.08 |
) |
|
Net loss per share — diluted
|
|
$ |
(0.06 |
) |
|
|
(0.02 |
) |
|
|
$ |
(0.08 |
) |
|
Weighted avg shares — basic (thousands)
|
|
|
22,568 |
|
|
|
|
|
|
|
|
22,568 |
|
|
Weighted avg shares — diluted (thousands)
|
|
|
22,568 |
|
|
|
|
|
|
|
|
22,568 |
|
Note 1 — Basis of Pro Forma Presentation
The unaudited pro forma condensed consolidated financial statements have been prepared to give effect to the Asset Disposition and have been derived from the historical consolidated financial statements of the Company. They should be read in conjunction with the historical consolidated financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K and the unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2025 included in the Company’s Quarterly Report on Form 10-Q.
Note 2 — Pro Forma Adjustments
|
(a)
|
Represents the transaction accounting adjustments giving effect to the Asset Disposition, comprising the elimination of the historical assets of the Manitowoc Operations conveyed to the Buyer; elimination of the operating results directly related to those assets; and the Company’s use of proceeds received as consideration for the Asset Disposition, as further described in the adjustments below.
|
|
(b)
|
Reflects the cash effect of the Asset Disposition, comprising cash consideration received from the Buyer net of certain direct costs and other customary adjustments, and the repayment of a portion of the senior secured term loan. The corresponding reduction in the senior secured debt is reflected in current maturities of long-term debt within current liabilities.
|
|
(c)
|
Reflects the removal of Manitowoc location’s inventory conveyed to the Buyer under the Manitowoc Purchase Agreement, at its carrying value of approximately $2.3 million.
|
|
(d)
|
Reflects the effect on accumulated deficit of the estimated pre-tax gain on disposal of approximately $8.2 million recognized upon the derecognition of the disposal group, net of transaction expenses and any other customary adjustments. No pro forma income tax effect has been recorded on the basis that the tax effect is immaterial.
|
|
(e)
|
Represents the estimated pre-tax gain of approximately $8.2 million recognized upon the derecognition of the disposal group, net of transaction expenses and any other customary adjustment, and including the sale of inventory to the Buyer in connection with the Asset Disposition. This gain, which is directly attributable to the Asset Disposition, is reflected in the earliest period presented (the year ended December 31, 2024) as though the Asset Disposition had occurred on January 1, 2024, and is not repeated in the pro forma statement of operations for the six months ended June 30, 2025.
|
|
(f)
|
Revenue has been eliminated based on the historical revenue that is not expected to transition to the remaining facilities of the Company. The related cost of sales and selling, general and administrative (“SG&A”) expense adjustments were derived by applying the Manitowoc location’s gross-profit margin, and SG&A margin, as a percentage of the pro forma eliminated revenue. This methodology was used because separately distinguishable operating results for the Asset Disposition were not historically maintained by the Company.
|
|
(g)
|
Reflects the effect of reduced interest expense on the senior secured term loan assuming the repayment of the secured term loan, as described in note (b), had occurred as of the earliest period presented in the pro forma statement of operations.
|
