BROADWIND, INC.
For the period ended Dec 31, 2025. Filed Mar 11, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 11, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 8. Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Broadwind, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Broadwind, Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Advanced Manufacturing Production Tax Credits ** **
As described in Note 8 of the financial statements, in 2025 and 2024, the Company recognized gross Advanced Manufacturing Production tax credits (AMP Credits) totaling $13,059,000 and $9,588,000, respectively, within the Heavy Fabrications segment. These AMP Credits were introduced as part of the Inflation Reduction Act (IRA), which was enacted on August 16, 2022 and later revised by The One Big Beautiful Bill Act (OBBBA), on July 4, 2025. Eligible manufacturers of wind components qualify for the AMP Credits based on the total rated capacity, expressed on a per watt basis, of the completed wind turbine for which such component is designed. The credit applies to each component produced and sold in the U.S. beginning in 2023 through 2027. Wind towers within the Company’s Heavy Fabrications segment are eligible for credits of $0.03 per watt for each wind tower produced. In calculating the eligible credit, the Company relied on the megawatt rating provided by the customer. Manufacturers who qualify for the AMP Credits can apply to the Internal Revenue Service for cash refunds of the AMP Credits, sell the AMP Credits to third parties for cash, or apply the AMP Credits against taxable income. The Company recognized the AMP Credits as a reduction to cost of sales in the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024. The assets related to the AMP credits are recognized as current assets in the “AMP credit receivable” line item in the Company's consolidated balance sheets as of December 31, 2025 and 2024.
On December 21, 2023, the Company entered into an agreement to sell 2024 AMP Credits to a third party. During 2024, the Company recognized gross AMP credits totaling $9,588,000 and recognized a 6.5% discount on the credits totaling $623,000, which was recognized in cost of sales. The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $146,000, which have been recorded as cost of sales.
On January 28, 2025, the Company entered into an agreement, pursuant to which, for each of 2025 and 2026, the Company agreed to sell to a third party up to $15,000,000 and $20,000,000, respectively, of AMP Credits. The purchaser pays for the AMP Credits on a quarterly basis for AMP Credits generated in the immediately preceding calendar quarter. The AMP Credits are sold at a purchase price of $0.935 per $1.00 of AMP Credits. During 2025, the Company recognized gross AMP credits totaling $13,059,000 and recognized a 6.5% discount on the credits totaling $849,000, which was recognized in cost of sales. The Company also incurred other miscellaneous administrative costs related to the credits in the amount of $98,000, which have been recorded as cost of sales.
The evaluation of the accounting, and subsequent sale of the AMP Credits involves judgement as there is no direct authoritative guidance under accounting principles generally accepted in the United States of America (US GAAP).
Changes in IRS and Department of the Treasury, or US GAAP guidance could have a significant impact on the accounting and presentation of AMP Credits in future periods.
We identified accounting for the AMP Credits as a critical audit matter because of the high degree of judgement and subjectivity involved in auditing management’s assertions related to the accounting for the AMP Credits, the subsequent sale of the AMP Credits, and the presentation and disclosure of the transactions related to the AMP Credits in the consolidated financial statements.
How the Critical Audit Matter Was Addressed in the Audit
The audit procedures performed related to the evaluation of management’s assertions regarding the accounting for the AMP Credits, the subsequent sale of the AMP Credits, and the presentation and disclosure the AMP Credits, included the following, among others:
| ● | Evaluated management’s application of IRS and Department of the Treasury regulations in determining the Company’s eligibility for the AMP Credits, and in calculating the AMP Credit’s impact on the consolidated financial statements, by consulting with tax specialists along with reviewing and applying the regulations in recalculating the value of the AMP Credits recognized. |
| ● | We evaluated management’s conclusions regarding the accounting for AMP Credits by reading and evaluating management’s documentation, including relevant accounting policies. |
| ● | Evaluated management’s conclusion that the AMP Credits are not taxable, by consulting with tax specialists. |
| ● | Evaluated the completeness and accuracy of the disclosures in the consolidated financial statements, by consulting with tax specialists. |
Long-Lived Asset Impairment
As described in Note 1 of the financial statements, the Company reviews long-lived assets, at the asset group level, for impairment whenever events or circumstances indicate the carrying amount of the asset group may not be recoverable. Asset group recoverability is first assessed by comparing the asset group’s expected undiscounted future cash flows to its corresponding carrying value. If the expected undiscounted future cash flows are less than the carrying value of the asset group, the Company performs an analysis to estimate the fair value of the asset group. An impairment may be recorded when the fair value of the asset group is less than its carrying value. Estimating an asset group’s expected undiscounted future cash flows requires management to make significant qualitative and quantitative estimates and assumptions including estimates of future revenue growth rates and operating margins. As described in Note 9 of the financial statements, On September 30, 2025, the Company identified a triggering event associated with the operating losses within the Gearing segment, which required management to perform a test of recoverability of this asset group. Management determined that the Gearing asset group had undiscounted future cash flows that exceeded its estimated carrying value, consequently no impairment charge was recorded in the consolidated statement of operations for the year ended December 31, 2025, for the Gearing asset group.
We identified management’s test of the Company’s Gearing asset group for impairment as a critical audit matter due to the significant assumptions used by management in determining the expected future undiscounted cash flows of the asset group, including management’s estimates of future revenue growth rates and operating margins. Auditing management’s assumptions involved a high degree of auditor judgement and increased audit effort due to the impact these assumptions could have on the accounting conclusion.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s test of the Company’s Gearing asset group for impairment included the following, among others:
| ● | We evaluated the reasonableness of management’s forecasted future revenue growth rates and operating margins for the Gearing asset group by comparing management’s projections to historical results, industry expectations, and committed purchase orders from customers. |
| ● | We tested the mathematical accuracy of the Company’s calculation of the undiscounted cash flows. |
| ● | We tested the completeness and accuracy of the historical source data by agreeing it to the underlying support. |
| ● | We compared projections made by management in a prior year to subsequent year results. |
/s/RSM US LLP
We have served as the Company's auditor since 2016.
Chicago, Illinois
March 11, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.