Skip to main content

BROADWIND, INC.

For the period ended Aug 11, 2026. Filed Aug 11, 2026.

View on SEC.gov

About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Aug 11, 2026 · Filed Aug 11, 2026

Use the contents to explore the available documents and sections.

BWEN$2.69+1.9%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

EX-99.1 · FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS

This release contains “forward-looking statements”—that is, statements related to future, not past, events—as defined in Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. Forward-looking statements include any statement that does not directly relate to a current or historical fact. Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following: (i) the impact of our sale of the Abilene, Texas production facility and its effect on our financial results, (ii) our expectations and beliefs with respect to our financial guidance as set forth in our press releases from time to time, (iii) the impact of global health concerns on the economies and financial markets and the demand for our products; (iv) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related phase out, extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits, and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (v) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (vi) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (vii) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary; (viii) our ability to continue to grow our business organically and through acquisitions; (ix) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (x) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (xi) the sufficiency of our liquidity and alternate sources of funding, if necessary; (xii) our ability to realize revenue from customer orders and backlog; (xiii) the economy and the potential impact it may have on our business, including our customers; (xiv) the state of the wind energy market and other energy and industrial markets generally, including the availability of tax credits, and the impact of competition and economic volatility in those markets; (xv) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xvi) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xvii) the effects of the change of administrations in the U.S. federal government; (xviii) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xix) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xx) the effects of proxy contests and actions of activist stockholders; (xxi) the limited trading market for our securities and the volatility of market price for our securities; (xxii) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); and (xxiii) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.

BROADWIND, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(IN THOUSANDS)(UNAUDITED)
June 30,December 31,
20262025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$17,043$457
Accounts receivable, net16,99111,198
Inventories28,20428,147
Prepaid expenses and other current assets1,5992,060
Current assets - discontinued operations13,14722,405
Total current assets76,98464,267
LONG-TERM ASSETS:
Property and equipment, net20,14018,069
Operating lease right-of-use assets, net14,13311,892
Intangible assets, net519741
Other assets397441
Long-term assets - discontinued operations-21,395
TOTAL ASSETS$112,173$116,805
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit and current maturities of long-term debt$781$4,682
Current portion of finance lease obligations1,0931,114
Current portion of operating lease obligations1,8762,306
Accounts payable11,0877,727
Accrued liabilities3,2491,768
Customer deposits1,2011,144
Current liabilities - discontinued operations8,99012,943
Total current liabilities28,27731,684
LONG-TERM LIABILITIES:
Long-term debt, net of current maturities2,5224,331
Long-term finance lease obligations, net of current portion1,9372,482
Long-term operating lease obligations, net of current portion13,62911,252
Other-4
Long-term liabilities - discontinued operations-763
Total long-term liabilities18,08818,832
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issuedor outstanding--
Common stock, $0.001 par value; 45,000,000 shares authorized; 23,931,310and 23,584,677 shares issued as of June 30, 2026 andDecember 31, 2025, respectively2424
Treasury stock, at cost, 273,937 shares as of June 30, 2026 and December 31, 2025,respectively(1,842)(1,842)
Additional paid-in capital403,863403,210
Accumulated deficit(336,237)(335,103)
Total stockholders' equity65,80866,289
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$112,173$116,805
BROADWIND, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(IN THOUSANDS, EXCEPT PER SHARE DATA)(UNAUDITED)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenues$24,303$14,520$42,249$29,392
Cost of sales20,50713,51635,73226,964
Gross profit3,7961,0046,5172,428
OPERATING EXPENSES:
Selling, general and administrative3,9433,2197,6246,320
Intangible amortization100166222331
Total operating expense, net4,0433,3857,8466,651
Operating loss(247)(2,381)(1,329)(4,223)
OTHER EXPENSE, net:
Interest expense, net(418)(591)(880)(976)
Other, net5(8)4(10)
Total other expense, net(413)(599)(876)(986)
Net loss before provision for income taxes(660)(2,980)(2,205)(5,209)
Provision for income taxes2427617
LOSS FROM CONTINUING OPERATIONS(684)(2,982)(2,281)(5,226)
INCOME FROM DISCONTINUED OPERATIONS,NET OF TAX451,9931,1473,867
NET LOSS$(639)$(989)$(1,134)$(1,359)
NET (LOSS) INCOME PER COMMON SHARE -BASIC AND DILUTED:
Loss from continuing operations$(0.03)$(0.13)$(0.10)$(0.23)
Income from discontinued operations0.000.090.050.17
Net loss$(0.03)$(0.04)$(0.05)$(0.06)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -BASIC AND DILUTED23,49422,77323,41622,568
BROADWIND, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(IN THOUSANDS)(UNAUDITED)
Six Months Ended June 30,
20262025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(1,134)$(1,359)
Income from discontinued operations1,1473,867
Loss from continuing operations(2,281)(5,226)
Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization expense1,5161,467
Deferred income taxes21(9)
Stock-based compensation452546
Allowance for credit losses(13)(16)
Common stock issued under defined contribution 401(k) plan410622
Gain on sale of assets(80)(1)
Changes in operating assets and liabilities:
Accounts receivable(5,780)(345)
Inventories(57)(1,558)
Prepaid expenses and other current assets514464
Accounts payable3,1681,867
Accrued liabilities1,481(44)
Customer deposits57(1,288)
Other non-current assets and liabilities(279)5
Net cash used in operating activities(871)(3,516)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment(3,232)(431)
Net proceeds from disposals of property and equipment901
Net cash used in investing activities(3,142)(430)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Payments on) proceeds from line of credit, net(3,881)17,634
Payments on long-term debt(1,809)(561)
Payments for deferred financing costs(20)-
Payments on finance leases(566)(544)
Shares withheld for taxes in connection with issuance of restricted stock(209)(256)
Net cash (used in) provided by financing activities(6,485)16,273
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash provided by (used in) operating cash flows9,223(16,982)
Net cash provided by (used in) investing cash flows17,015(1,685)
Net cash provided by (used in) financing cash flows846(343)
Net cash provided by (used in) discontinued operations (1)27,084(19,010)
Add: Cash balance of discontinued operations, beginning of period-(2)
Less: Cash balance of discontinued operations, end of period-(342)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS16,586(6,343)
CASH AND CASH EQUIVALENTS beginning of the period4577,722
CASH AND CASH EQUIVALENTS end of the period$17,043$1,379
(1) Does not include intercompany financing of $4 and $441 for the six months ended June 30, 2026 and 2025, respectively.
BROADWIND, INC. AND SUBSIDIARIESSELECTED SEGMENT FINANCIAL INFORMATION(IN THOUSANDS)(UNAUDITED)
Three Months Ended · Six Months Ended
June 30,June 30,
2026202520262025
ORDERS:
Gearing$16,152$6,799$29,339$14,759
Industrial Solutions17,24813,90931,81624,013
Corporate and Other1,8402832,134578
Total orders$35,240$20,991$63,289$39,350
REVENUES:
Gearing$9,045$7,284$17,499$13,251
Industrial Solutions13,1727,36322,40813,010
Corporate and Other2,0862742,3423,555
Eliminations-(401)-(424)
Total revenues$24,303$14,520$42,249$29,392
OPERATING (LOSS)/INCOME:
Gearing(224)(819)(280)(1,711)
Industrial Solutions2,3394863,965816
Corporate and Other(2,362)(2,048)(5,014)(3,328)
Total operating loss$(247)$(2,381)$(1,329)$(4,223)
BROADWIND, INC. AND SUBSIDIARIESRECONCILIATION OF NON-GAAP FINANCIAL MEASURES(IN THOUSANDS)(UNAUDITED)
ConsolidatedThree Months Ended June 30,Six Months Ended June 30,
2026202520262025
Loss From Continuing Operations$(684)$(2,982)$(2,281)$(5,226)
Interest Expense418591880976
Income Tax Provision2427617
Depreciation and Amortization7757321,5161,467
Share-based Compensation and Other Stock Payments401454668764
Transaction Costs6168373583
Adjusted EBITDA (Non-GAAP)$1,550$(1,120)$1,594$(1,919)
GearingThree Months Ended June 30,Six Months Ended June 30,
2026202520262025
Loss From Continuing Operations$(287)$(878)$(400)$(1,839)
Interest Expense475896121
Income Tax Provision161237
Depreciation and Amortization5305501,0591,099
Share-based Compensation and Other Stock Payments109123194221
Adjusted EBITDA (Non-GAAP)$415$(146)$972$(391)
Industrial SolutionsThree Months Ended June 30,Six Months Ended June 30,
2026202520262025
Income From Continuing Operations$2,000$319$3,397$516
Interest Expense260135432249
Income Tax Provision712312735
Depreciation and Amortization79114175228
Share-based Compensation and Other Stock Payments7481121135
Adjusted EBITDA (Non-GAAP)$2,484$672$4,252$1,163
Corporate and OtherThree Months Ended June 30,Six Months Ended June 30,
2026202520262025
Loss From Continuing Operations$(2,397)$(2,423)$(5,278)$(3,903)
Interest Expense111398352606
Income Tax Expense(63)(22)(74)(25)
Depreciation and Amortization16668282140
Share-based Compensation and Other Stock Payments218250353408
Transaction Costs6168373583
Adjusted EBITDA (Non-GAAP)$(1,349)$(1,646)$(3,630)$(2,691)

IR CONTACT

Noel Ryan or Brian Hawthorne

BWEN@val-adv.com

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.