CHICAGO (CN) – An Illinois renewable energy company will pay $1 million to settle SEC claims it misled investors ahead of its 2010 public offering.
Broadwind Energy, a Cicero-based maker of wind turbines, agreed to pay a $1 million penalty the same day that the Securities and Exchange Commission sued the company, CEO Cameron Drecoll, and CFO Stephanie Kushner in Illinois Federal Court.
The SEC accused Broadwind Energy of failing to disclose a $58 million impairment charge prior to a public offering it made in January 2010.
“In the registration statement for the offering, Broadwind failed to disclose the impairment of intangible assets caused by the severe deterioration of the two most significant customer relationships at its largest subsidiary, Brad Foote Gear Works, Inc.,” the complaint says.
Broadwind allegedly anticipated the impairment as early as August 2009, and shared such information with auditors, and its bankers.
“However, Broadwind did not disclose any impairment to the investing public. When Broadwind finally recorded and disclosed the charge in an annual report filed only two months after the offering, Broadwind’s share price declined 29 percent on increased volume,” the SEC claimed.
Brad Foote, a manufacturer of gear systems for wind turbines, contributed approximately half of Broadwind’s revenues for 2008, and its earnings depended heavily on its relationships with its two most significant customers.
But by late 2008, these two customers significantly reduced their actual and forecasted orders due to their own liquidity issues.
Brad Foote laid off more than 200 workers, and reduced its material orders, but missed even its revised forecasts, and its bank decided to end their relationship, placing the company in a tough financial position.
“Failing to disclose the impairment allowed Broadwind to proceed with an offering that was critical to its financial survival and to give the impression that its business was stronger than actual and predicted results established,” the SEC’s complaint claimed.
One month after the offering, Broadwind disclosed the impairment, which reduced the value assigned to customer contracts by 94 percent, and increased the company’s operating loss for the year from $28 million to $110 million.
Broadwind agreed to settle the case without admitting or denying the charges, the SEC said Thursday.
Broadwind spokeswoman Joni Konstantelos told the Chicago Tribune, “These are issues that date back to 2009 and 2010, so we are happy to put this behind us and move forward.”
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