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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2025
_______________________________
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. ☐
On June 4, 2025, Broadwind Heavy Fabrications, Inc. (the “Seller”), a wholly owned subsidiary of Broadwind, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Wisconsin Heavy Fabrication, LLC (the “Buyer”), a wholly-owned subsidiary of IES Holdings, Inc., pursuant to which the Seller agreed to sell certain assets used in its production facility located in Manitowoc, Wisconsin (the “Facility”), including specified contracts, equipment, machinery and other personal property, and permits (collectively, the “Purchased Assets”), to the Buyer for an aggregate purchase price of up to $13,800,000.00 in cash, subject to certain purchase price adjustments, plus the assumption of certain liabilities for certain taxes and arising out of the purchased contracts and the post-closing ownership of the Purchased Assets (the “Transaction”).
A portion of the purchase price, $7,000,000.00 (the “Signing Payment”), was delivered into escrow by the Buyer upon execution of the Purchase Agreement. The Signing Payment will be held in escrow pursuant to the terms of an Escrow Agreement by and among the Seller, the Buyer and U.S. Bank, as the escrow agent, and will be released to the Seller upon the consummation of the Transaction. In addition to the Signing Payment, the Seller will receive at the closing (i) $6,800,000.00 if closing occurs before July 31, 2025, (ii) $6,500,000.00 if closing occurs after July 31, 2025, but before August, 31, 2025, or (iii) $6,000,000.00 if closing occurs after August 31, 2025.
The Purchase Agreement contains customary representations, warranties and covenants of the Seller and the Buyer. The Seller’s representations and warranties survive until the 18-month anniversary of the closing date of the Transaction, except for certain fundamental representations and warranties, which survive until the 120th day after the expiration of the applicable statute of limitations for each respective fundamental representation and warranty (taking into account any tolling periods and other extensions). The Purchase Agreement also contains customary covenants and agreements by and among the parties, as well as customary mutual indemnification obligations.
The closing of the Transaction is subject to the satisfaction of certain conditions precedent, including, without limitation, the Seller’s completion of its outstanding orders at the Facility, the continued employment of employees located at the Facility, and the Buyer’s satisfactory completion of its due diligence of relevant customers.
In connection with the execution of the Purchase Agreement, (i) the Seller entered into a Lease Termination and Reinstatement Agreement with the landlord of the Facility (the “Landlord”), providing for the termination of the (x) Amended and Restated Industrial Lease Agreement Fabrication Building, dated December 31, 2024, between the Seller and the Landlord (“Lease 1”), (y) Amended and Restated Industrial Lease Agreement – Buildings 101, 102 and 103, dated December 31, 2024, between the Seller and the Landlord (“Lease 2”), and (z) Amended and Restated Industrial Lease Agreement – Buildings 104, 106, 120, 125, 128, 129, 130, 131, 143, 144, dated December 31, 2024, between the Seller and the Landlord (“Lease 3”) (Lease 1, Lease 2, and Lease 3 collectively, the “Leases”), (ii) the Buyer entered into a new lease agreement with the Landlord for the Facility (the “New Lease”), and (iii) the Seller entered into a sublease with the Buyer, pursuant to which the Seller will sublease the Facility from the Buyer until the closing of the Transaction (the “Sublease”). If the Purchase Agreement is terminated prior to the consummation of the Transaction, the New Lease and the Sublease will be terminated, and the Leases will be reinstated.
The term of the Sublease commenced on June 4, 2025, and expires on the earlier of (i) midnight on August 31, 2025, (ii) the date that the Seller vacates the Facility, or (iii) the termination of the Purchase Agreement. The Seller will pay monthly base rent to the Buyer in the amount of $82,227.00, plus the Seller’s share of common area maintenance charges and real estate taxes, during the term of the Sublease. The Sublease incorporates the terms and conditions of the New Lease by reference and applies such terms and conditions to the Seller.
The Company anticipates that the closing of the Transaction will occur in the third quarter of 2025, subject to the satisfaction of the applicable closing conditions. There can be no assurances as to the timing of the actual closing of the Transaction.
The foregoing description of the terms of the Purchase Agreement and the Sublease are not complete and are qualified in their entirety by reference to the Purchase Agreement and the Sublease. The Company intends to file copies of the Purchase Agreement and the Sublease as exhibits to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
The Seller conditionally terminated the Leases in connection with the execution of the Purchase Agreement. See Item 1.01 of this Current Report on Form 8-K (this “Current Report”) for a discussion of the termination of the Leases, the contents of which are hereby incorporated by reference into this Item 1.02 disclosure.
On June 4, 2025, the Company issued a press release announcing the execution of the Purchase Agreement and the Transaction, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure.
The information contained and incorporated by reference in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
(d) Exhibits.
The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 4, 2025. | |
| 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. | ||
| Date: June 4, 2025 | By: | /s/ Eric B. Blashford |
| Eric B. Blashford | ||
| President and Chief Executive Officer (Principal Executive Officer) |
||
EXHIBIT 99.1
Broadwind Announces Sale of Industrial Fabrication Operations in Manitowoc, Wisconsin
Divestiture of the Manitowoc, WI facility optimizes asset base and improves operating leverage
Further diversifies BWEN’s business toward higher-margin precision manufacturing segments
Significantly enhances liquidity, while reducing net leverage and supporting capital deployment priorities
CICERO, Ill., June 04, 2025 (GLOBE NEWSWIRE) -- Broadwind (Nasdaq: BWEN, or the “Company”), a diversified precision manufacturer of specialized components and equipment serving global markets, today announced that it has entered into a definitive agreement to sell its industrial fabrication operations in Manitowoc, WI for total consideration of not less than $13 million. This transaction is expected to close during the third quarter 2025, subject to the satisfaction of customary closing conditions.
“This transaction represents a meaningful step forward in optimizing our footprint, enhancing balance sheet optionality, and sharpening our strategic focus within stable, higher-margin precision manufacturing verticals,” stated Eric Blashford, President and CEO of Broadwind. “By consolidating our operations, we expect to materially improve our overall utilization across our remaining operations, while reducing annualized operating costs by approximately $8 million upon closing of the transaction.”
“This transaction supports our continued strategic diversification in precision manufacturing toward other key power generation and infrastructure markets,” said Blashford. “At the same time, we remain committed to serving our key wind customers while consolidating production into our most competitive facility.”
“At the close of this transaction, our capital allocation strategy will prioritize debt repayment and complementary acquisitions providing diversification into high-value, high growth adjacencies, together with other value-enhancing actions,” stated Blashford. “We look forward to ensuring a seamless transition of the facility and operations in Manitowoc.”
STRATEGIC RATIONALE
ABOUT BROADWIND
Broadwind (Nasdaq: BWEN) is a precision manufacturer of structures, equipment and components for clean tech and other specialized applications. With facilities throughout the U.S., our talented team is committed to helping customers maximize performance of their investments—quicker, easier and smarter. Find out more at www.bwen.com
NON-GAAP FINANCIAL MEASURES
The Company provides non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share-based compensation and other stock payments, restructuring costs, impairment charges, proxy contest-related expenses and other non-cash gains and losses) as supplemental information regarding the Company’s business performance. The Company’s management uses this supplemental information when it internally evaluates its performance, reviews financial trends and makes operating and strategic decisions. The Company believes that this non-GAAP financial measure is useful to investors because it provides investors with a better understanding of the Company’s past financial performance and future results, which allows investors to evaluate the Company’s performance using the same methodology and information as used by the Company’s management. The Company's definition of adjusted EBITDA may be different from similar non-GAAP financial measures used by other companies and/or analysts.
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) our expectations and beliefs with respect to our financial guidance; (ii) the impact of global health concerns on the economies and financial markets and the demand for our products; (iii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related 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; (iv) 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; (v) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (vi) 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; (vii) our ability to continue to grow our business organically and through acquisitions; (viii) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (ix) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (x) the sufficiency of our liquidity and alternate sources of funding, if necessary; (xi) our ability to realize revenue from customer orders and backlog (including our ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer); (xii) the economy and the potential impact it may have on our business, including our customers; (xiii) 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; (xiv) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xvi) the effects of the change of administrations in the U.S. federal government; (xvii) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xviii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xix) the effects of proxy contests and actions of activist stockholders; (xx) the limited trading market for our securities and the volatility of market price for our securities; (xxi) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); and (xxii) 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 most recently filed Form 10-K. 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.
IR CONTACT
Stefan Neely or Noel Ryan
BWEN@val-adv.com