0001104659-14-006888.txt : 20140206 0001104659-14-006888.hdr.sgml : 20140206 20140205205114 ACCESSION NUMBER: 0001104659-14-006888 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140131 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20140206 DATE AS OF CHANGE: 20140205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADWIND ENERGY, INC. CENTRAL INDEX KEY: 0001120370 STANDARD INDUSTRIAL CLASSIFICATION: NONFERROUS FOUNDRIES (CASTINGS) [3360] IRS NUMBER: 880409160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34278 FILM NUMBER: 14577790 BUSINESS ADDRESS: STREET 1: 3240 S. CENTRAL AVENUE CITY: CICERO STATE: IL ZIP: 60804 BUSINESS PHONE: 708-780-4800 MAIL ADDRESS: STREET 1: 3240 S. CENTRAL AVENUE CITY: CICERO STATE: IL ZIP: 60804 FORMER COMPANY: FORMER CONFORMED NAME: TOWER TECH HOLDINGS INC. DATE OF NAME CHANGE: 20060210 FORMER COMPANY: FORMER CONFORMED NAME: BLACKFOOT ENTERPRISES INC DATE OF NAME CHANGE: 20000726 8-K 1 a14-5163_18k.htm 8-K

 

 

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): January 31, 2014

 

 

BROADWIND ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

0-31313

 

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)

 

N/A

(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:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 2.02 Results of Operations and Financial Conditions.

 

The information set forth below under Item 4.02(a) is incorporated herein by reference.

 

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On January 31, 2014, the audit committee of the board of directors (the “Audit Committee”) of Broadwind Energy, Inc. (the “Company”) concluded that the previously issued financial statements contained in the Company’s quarterly reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013 should no longer be relied upon because of errors in those financial statements. In addition to the financial statements for these periods, related press releases furnished on Current Reports on Form 8-K and reports and stockholder communications describing the Company’s financial statements for these periods should no longer be relied upon.

 

The errors relate to the understatement of gross profits and income in a total amount of approximately $800,000. The understatement arose in, and was included in the results of, the Company’s Towers and Weldments segment. The Company believes that accounting personnel in such segment may have created reserves in the aforementioned quarters in a manner inconsistent with generally accepted accounting principles and the Company’s own accounting policies and procedures. The inappropriate practice was discovered and discontinued by the Company in the fourth quarter of 2013.

 

The Audit Committee has initiated an independent investigation into the inappropriate practice, as well as a review of what additional steps may be appropriate to ensure future compliance with the Company’s accounting policies and procedures. The Audit Committee and the Company’s management have discussed the matters set forth in this Current Report on Form 8-K with Grant Thornton LLP, the Company’s former independent registered public accounting firm for the impacted periods, and with KPMG LLP, the Company’s current independent registered public accounting firm.

 

Coincident with restating the quarterly financial statements due to the above understatement, the Company will correct the quarterly figures to address minor unrecorded errors which were previously deemed insignificant. The Company intends to include corrected results for these periods in Forms 10-Q/A to be filed prior to filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

 

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SIGNATURES

 

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.

 

Dated: February 5, 2014

BROADWIND ENERGY, INC.

 

 

 

By:

/s/ Stephanie K. Kushner

 

Name:

Stephanie K. Kushner

 

Title:

Chief Financial Officer

 

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