BWEN Broadwind Inc

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):  November 13, 2024

_______________________________

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:

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. ☐

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: November 13, 2024	By:	/s/ Eric B. Blashford
		Eric B. Blashford
		President and Chief Executive Officer (Principal Executive Officer)

 

EXHIBIT 99.1

Broadwind Announces Third Quarter 2024 Results

CICERO, Ill., Nov. 13, 2024 (GLOBE NEWSWIRE) -- Broadwind (Nasdaq: BWEN, or the “Company”), a diversified precision manufacturer of specialized components and solutions serving global markets, today announced results for the third quarter 2024.

THIRD QUARTER 2024 RESULTS

• Total revenue of $35.5 million
• Net income of $0.1 million
• Total non-GAAP adjusted EBITDA of $3.4 million, or 9.5% of total revenue
• Ratio of net debt to trailing twelve-month non-GAAP adjusted EBITDA of 1.4x as of September 30, 2024

Broadwind reported third quarter net income of $0.1 million, or $0.00 per diluted share, versus $4.4 million, or $0.20 per diluted share, in the prior year period. The Company reported adjusted EBITDA, a non-GAAP measure, of $3.4 million in the third quarter compared to $7.6 million in the prior year period. For a reconciliation of GAAP to non-GAAP metrics, please see the appendix of this release.

Revenue across all three reporting segments declined on a year-over-year basis in the third quarter, due mainly to lower sales volumes across key wind, energy and industrials end-markets. Within the Heavy Fabrications segment, total wind tower sections sold declined 54% versus the prior-year period, consistent with a continued, broad-based softness in domestic onshore wind activity evident throughout 2024. In the Gearing segment, energy-related demand declined due to slower activity from oil and gas customers, while in the Industrial Solutions segment, revenue declined on lower sales volumes to international customers.

During the third quarter, Broadwind continued to optimize its fixed cost structure to align with current demand conditions. During the nine months ended September 30, 2024, Broadwind reduced fixed overhead by more than $3.6M million through targeted operating expenditure reductions and procurement efficiencies, allowing it to remain profitable, despite a year-over-year decline in revenue, even as it continues to invest in the planned expansion of our clean fuels product line.   

Total orders increased 45% in the third quarter, when compared to the prior year period, supported by improved demand within the wind repowering, gas turbine, and steel markets. Orders increased on a year-over-year basis across all three reporting segments in the third quarter 2024, supporting total backlog of $124.3 million as of September 30, 2024.

Broadwind had total cash on hand and availability under its credit facility of $19 million at September 30, 2024. The Company’s ratio of net debt to trailing twelve month Adjusted EBITDA was 1.4x at the end of the third quarter 2024.

MANAGEMENT COMMENTARY

“During a transitional pause in end-market demand, we continue to prioritize operating discipline, while positioning our business to capitalize on a cyclical recovery in new order activity entering calendar 2025,” stated Eric Blashford, President and CEO of Broadwind.   “To that end, new orders increased by approximately 45% on a year-over-year basis in the third quarter, supported by balanced growth across each of our reporting segments, a trend that has continued early into the fourth quarter.”

“Wind tower sections sold increased on a sequential basis for the first time in a year during the third quarter,” stated Blashford. “While we continue to anticipate a gradual recovery in onshore wind activity over the next two years, our focus remains on growing a precision manufacturing platform equipped to serve diverse, growing end-markets where our technical expertise and domestic manufacturing footprint positions us to support highly specialized, higher-margin opportunities, over time.”

“While our third quarter revenue declined due to soft demand, our continued focus on operating efficiency and improved productivity culminated in another consecutive quarter of profitability,” stated Blashford. “Recent reductions in fixed overhead, together with more efficient materials procurement, have allowed us to prioritize investments that improve our manufacturing processes, while continuing to invest in new product development such as our L-70 prototype, the latest in our portfolio of pressure reducing systems, which remains on track to be field tested later this year.” 

“Today, we introduced financial guidance for the fourth quarter 2024,” concluded Blashford.  “While wind tower demand is expected to remain muted over the near-term, we remain pleased with the opportunity set across our non-wind markets, a dynamic we expect to continue entering 2025.”

SEGMENT RESULTS

Heavy Fabrications Segment
Broadwind provides large, complex and precision fabrications, and proprietary industrial processing equipment, to customers in a broad range of industrial markets. Key products include wind towers, compressed natural gas pressure reducing systems and industrial fabrications, including mining and material handling components and other frames/structures.

Heavy Fabrications segment sales declined by 46.3% to $20.6 million in the third quarter 2024, as compared to the prior-year period, primarily driven by a 54% decline in towers sections sold. The segment reported operating income of $2.2 million in the third quarter, as compared to operating income of $5.8 million in the prior year period. Segment non-GAAP adjusted EBITDA was $3.4 million in the third quarter, as compared to $6.9 million in the prior-year period.

Gearing Segment
Broadwind provides custom gearboxes, loose gearing and heat treat services to a broad set of customers in diverse markets, including oil & gas production, surface and underground mining, wind energy, steel, material handling and other infrastructure markets.

Gearing segment sales declined by 19.6% to $9.2 million in the third quarter 2024, as compared to the prior year period, primarily driven by continued demand softness in our Oil & Gas markets. The segment reported an operating loss of ($0.1) million in the third quarter, compared to operating income of $0.3 million in the prior year period. Segment non-GAAP adjusted EBITDA was $0.6 million in the third quarter, as compared to $0.9 million in the prior-year period.

Industrial Solutions Segment
Broadwind provides supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market as well as other clean technology markets.  

Industrial Solutions segment sales declined by 22.8% to $5.7 million in the third quarter 2024, as compared to the prior year period, primarily driven by the timing of revenue recognized from international customers. The segment reported operating income of $0.5 million in the third quarter compared to operating income of $0.8 million in the prior year period. Segment non-GAAP adjusted EBITDA was $0.6 million in the third quarter, as compared to $1.0 million in the prior year period.

FINANCIAL GUIDANCE

Today, Broadwind introduced financial guidance for the fourth quarter 2024. The following financial guidance reflects the Company’s current expectations and beliefs. All guidance is current as of the time provided and is subject to change.

	Fourth Quarter 2024
$ in Millions	Low		Mid		High
Total Revenue	$31		$32		$33
Adjusted EBITDA	$1.0		$1.25		$1.5

THIRD QUARTER 2024 RESULTS CONFERENCE CALL

Broadwind will host a conference call today, November 13, 2024, at 11:00 a.m. ET to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of the Company’s corporate website at https://investors.bwen.com/investors. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.

To participate in the live teleconference:
Live Teleconference:	877-407-9716
To listen to a replay of the teleconference, which will be available through Wednesday, November 20, 2024:
Teleconference Replay:	844-512-2921
Conference ID:	13749553

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 as set forth in this release; (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 (which remain subject to further technical guidance and regulations), 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 limited trading market for our securities and the volatility of market price for our securities; (xx) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); and (xxi) 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.

BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
				September 30,				December 31,
					2024					2023
ASSETS
CURRENT ASSETS:
	Cash			$	1,384				$	1,099
	Accounts receivable, net				13,361					19,231
	AMP credit receivable				2,899					7,051
	Contract assets				1,764					1,460
	Inventories				40,381					37,405
	Prepaid expenses and other current assets				2,278					3,500
		Total current assets			62,067					69,746
LONG-TERM ASSETS:
	Property and equipment, net				46,584					47,123
	Operating lease right-of-use assets, net				14,299					15,593
	Intangible assets, net				1,568					2,064
	Other assets				606					630
TOTAL ASSETS				$	125,124				$	135,156
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Line of credit and current maturities of long-term debt			$	11,367				$	5,903
	Current portion of finance lease obligations				2,270					2,153
	Current portion of operating lease obligations				2,059					1,851
	Accounts payable				17,351					20,728
	Accrued liabilities				4,006					6,477
	Customer deposits				4,366					16,500
		Total current liabilities			41,419					53,612
LONG-TERM LIABILITIES:
	Long-term debt, net of current maturities				5,581					6,250
	Long-term finance lease obligations, net of current portion				4,135					3,372
	Long-term operating lease obligations, net of current portion				14,334					15,888
	Other				14					15
		Total long-term liabilities			24,064					25,525
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
	Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued
	or outstanding				-					-
	Common stock, $0.001 par value; 45,000,000 shares authorized; 22,387,984
	and 21,840,301 shares issued as of September 30, 2024 and
	December 31, 2023, respectively				22					22
	Treasury stock, at cost, 273,937 shares as of September 30, 2024 and December 31, 2023,
	respectively				(1,842	)				(1,842	)
	Additional paid-in capital				400,892					399,336
	Accumulated deficit				(339,431	)				(341,497	)
		Total stockholders' equity			59,641					56,019
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	125,124				$	135,156

BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
				Three Months Ended September 30,								Nine Months Ended September 30,
					2024				2023				2024				2023
Revenues				$	35,503			$	57,163			$	109,571			$	156,879
Cost of sales					30,306				46,996				92,171				131,403
Gross profit					5,197				10,167				17,400				25,476
OPERATING EXPENSES:
Selling, general and administrative					3,854				4,635				12,391				16,113
Intangible amortization					165				165				496				498
	Total operating expenses				4,019				4,800				12,887				16,611
Operating income					1,178				5,367				4,513				8,865
OTHER EXPENSE, net:
Interest expense, net					(1,058	)			(932	)			(2,316	)			(2,171	)
Other, net					(5	)			(13	)			2				(37	)
	Total other expense, net				(1,063	)			(945	)			(2,314	)			(2,208	)
Net income before provision for income taxes					115				4,422				2,199				6,657
Provision for income taxes					41				28				133				79
NET INCOME				$	74			$	4,394			$	2,066			$	6,578
NET INCOME PER COMMON SHARE - BASIC:
Net income				$	0.00			$	0.21			$	0.09			$	0.31
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC					22,029				21,337				21,803				21,101
NET INCOME PER COMMON SHARE - DILUTED:
Net income				$	0.00			$	0.20			$	0.09			$	0.31
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED					22,100				21,574				21,904				21,451

BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
					Nine Months Ended September 30,
						2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	2,066			$	6,578
Adjustments to reconcile net cash used in operating activities:
		Depreciation and amortization expense				4,986				4,772
		Deferred income taxes				(2	)			(7	)
		Share-based compensation				807				649
		Allowance for credit losses				4				16
		Common stock issued under defined contribution 401(k) plan				879				978
		(Gain) loss on disposal of assets				(114	)			48
		Changes in operating assets and liabilities:
			Accounts receivable			5,866				(24,251	)
			AMP credit receivable			4,152				(11,217	)
			Contract assets			(305	)			(221	)
			Inventories			(2,976	)			4,356
			Prepaid expenses and other current assets			1,224				(162	)
			Accounts payable			(2,932	)			(1,577	)
			Accrued liabilities			(2,476	)			1,925
			Customer deposits			(12,134	)			(4,646	)
			Other non-current assets and liabilities			(31	)			166
Net cash used in operating activities						(986	)			(22,593	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment					(3,279	)			(5,315	)
	Proceeds from disposals of property and equipment					159				15
Net cash used in investing activities						(3,120	)			(5,300	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from line of credit, net					5,262				18,518
	Proceeds from long-term debt					1,540				387
	Payments on long-term debt					(1,005	)			(893	)
	Payments on finance leases					(1,276	)			(994	)
	Shares withheld for taxes in connection with issuance of restricted stock					(130	)			(117	)
Net cash provided by financing activities						4,391				16,901
NET INCREASE (DECREASE) IN CASH						285				(10,992	)
CASH beginning of the period						1,099				12,732
CASH end of the period					$	1,384			$	1,740

BROADWIND, INC. AND SUBSIDIARIES SELECTED SEGMENT FINANCIAL INFORMATION (IN THOUSANDS) (UNAUDITED)
			Three Months Ended									Nine Months Ended
			September 30,									September 30,
				2024				2023					2024				2023
ORDERS:
	Heavy Fabrications		$	11,147			$	8,009				$	31,506			$	40,608
	Gearing			4,396				3,005					19,546				21,211
	Industrial Solutions			7,432				4,876					19,291				19,034
	Total orders		$	22,975			$	15,890				$	70,343			$	80,853
REVENUES:
	Heavy Fabrications		$	20,600			$	38,326				$	62,228			$	103,864
	Gearing			9,167				11,404					27,958				34,347
	Industrial Solutions			5,737				7,434					20,193				19,125
	Corporate and Other			(1	)			(1	)				(808	)			(457	)
	Total revenues		$	35,503			$	57,163				$	109,571			$	156,879
OPERATING INCOME/(LOSS):
	Heavy Fabrications		$	2,230			$	5,791				$	5,832			$	12,448
	Gearing			(78	)			265					429				1,194
	Industrial Solutions			462				846					2,852				2,311
	Corporate and Other			(1,436	)			(1,535	)				(4,600	)			(7,088	)
	Total operating profit (loss)		$	1,178			$	5,367				$	4,513			$	8,865

BROADWIND, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (IN THOUSANDS) (UNAUDITED)
Consolidated			Three Months Ended September 30,						Nine Months Ended September 30,
				2024			2023			2024				2023
Net Income			$	74		$	4,394		$	2,066			$	6,578
Interest Expense				1,058			932			2,316				2,171
Income Tax Provision				41			28			133				79
Depreciation and Amortization				1,671			1,605			4,986				4,772
Share-based Compensation and Other Stock Payments				522			603			1,685				1,660
Proxy Contest-Related Expenses				-			23			(10	)			1,779
	Adjusted EBITDA (Non-GAAP)		$	3,366		$	7,585		$	11,176			$	17,039

Heavy Fabrications Segment		Three Months Ended September 30,								Nine Months Ended September 30,
			2024				2023				2024				2023
Net Income		$	2,301			$	5,839			$	6,588			$	12,166
Interest Expense			499				223				853				500
Income Tax (Benefit) Provision			(571	)			(272	)			(1,609	)			(218	)
Depreciation			999				896				2,932				2,610
Share-based Compensation and Other Stock Payments			188				261				588				712
Adjusted EBITDA (Non-GAAP)		$	3,416			$	6,947			$	9,352			$	15,770

Gearing Segment		Three Months Ended September 30,							Nine Months Ended September 30,
			2024				2023			2024			2023
Net (Loss) Income		$	(141	)		$	194		$	246		$	968
Interest Expense			55				63			162			203
Income Tax Provision			7				8			21			23
Depreciation and Amortization			534				563			1,627			1,715
Share-based Compensation and Other Stock Payments			106				113			337			346
Adjusted EBITDA (Non-GAAP)		$	561			$	941		$	2,393		$	3,255

Industrial Solutions Segment		Three Months Ended September 30,						Nine Months Ended September 30,
			2024			2023			2024			2023
Net Income		$	286		$	669		$	2,340		$	1,879
Interest Expense			148			151			425			362
Income Tax Provision			25			12			83			34
Depreciation and Amortization			109			94			314			280
Share-based Compensation and Other Stock Payments			56			47			182			147
Adjusted EBITDA (Non-GAAP)		$	624		$	973		$	3,344		$	2,702

Corporate and Other		Three Months Ended September 30,								Nine Months Ended September 30,
			2024				2023				2024				2023
Net Loss		$	(2,372	)		$	(2,308	)		$	(7,108	)		$	(8,435	)
Interest Expense			356				495				876				1,106
Income Tax Provision (Benefit)			580				280				1,638				240
Depreciation and Amortization			29				52				113				167
Share-based Compensation and Other Stock Payments			172				182				578				455
Proxy Contest-Related Expenses			-				23				(10	)			1,779
Adjusted EBITDA (Non-GAAP)		$	(1,235	)		$	(1,276	)		$	(3,913	)		$	(4,688	)

IR CONTACT
Noel Ryan, IRC
BWEN@val-adv.com

Exhibit 99.2

 

1 Broadwind | Investor Presentation 2023 Third Quarter 2024 Conference Call Presentation November 13, 2024

2 Broadwind | Investor Presentation 2023 SAFE HARBOR STATEMENT This document contains “forward looking statements” — that is, statements related to future, not past, events — as defined in Section 21 E of the Securities Exchange Act of 1934 , as amended, 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 global health concerns on the economies and financial markets and the demand for our products ; (ii) 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 ; (iii) 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 ; (iv) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow ; v) 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 ; (vi) our ability to continue to grow our business organically and through acquisitions ; (vii) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows ; (viii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security ; ( ix ) the sufficiency of our liquidity and alternate sources of funding, if necessary ; (x) 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) ; (xi ) the economy and the potential impact it may have on our business, including our customers ; (xii) 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 ; (xiii) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities ; (xiv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers ; (xv) the effects of the change of administrations in the U . S . federal government ; (xvi) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions ; (xvii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986 , as amended ; (xviii) the limited trading market for our securities and the volatility of market price for our securities ; (xix) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future) ; and (xx) 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 1 A of our Annual Report on Form 10 - K for the year ended December 31 , 2023 , as supplemented by the risk factors set forth under the caption “Risk Factors” in Part II, Item IA of our Quarterly Report on Form 10 - Q for the quarter ended September 30 , 2024 . 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 .

3Q24 PERFORMANCE SUMMARY

4 Broadwind | Investor Presentation 2023 PERFORMANCE UPDATE Strategic Progress Points As of November 2024 Disciplined balance sheet management. Total liquidity of $19 million as of 9/30/24; net leverage of 1.4x Consistent operational execution. Operational execution drove favorable operating leverage and consistent profitability despite transitional pause in demand Gradual recovery in tower demand. Tower sections sold increased sequentially for the first time in a year, supportive of expected recovery in onshore wind activity over the next two years Introduced fourth quarter 2024 financial guidance. Investment Thesis Building a platform for profitable growth Third Quarter 2024 Investment Thesis Building a platform for profitable growth Building a profitable precision manufacturing platform to support growing demand for energy transition and renewables - focused specialty fabrications and technologies Passage of IRA fundamentally transforming the margin and profitability profile of our business, with a decade of tax credit support under the legislation Building balanced exposure across both renewables and diverse end - markets , which provides more stability versus wind - only order flows Strengthening liquidity position due to the monetization of earned AMP tax credits Positioned to capitalize on a recovery in the domestic onshore wind market into 2025 - 2026 Maintained 3Q24 profitability despite near - term demand softness Acceleration in order activity entering Q4 24 Targeted cost reduction actions. Nine months ended 9/30/24 reduced fixed overhead by more than $3.6M million through targeted operating expenditure reductions and procurement efficiencies

5 Broadwind | Investor Presentation 2023 Cost structure optimization preserved operating leverage, resulting in sustained profitability CONSOLIDATED FINANCIAL PERFORMANCE Total Revenue ($MM) Gross Profit ($MM) Adjusted EBITDA ($MM) GAAP Net Income ($MM) Sustained operational discipline, productivity improvements and price discipline drive continued profitability Year - over - year revenue declines across all three segments due to lower sales volumes across key wind, energy and industrials end - markets Gross margin decreased to 14.6%, while Adjusted EBITDA margin decreased to 9.5% on lower volumes Continued to optimize fixed cost structure through targeted operating expense reductions and procurement optimization Gross Margin rate +943 bps y/y to 17.8% Adj. EBITDA margin rate +904 bps y/y to 13.3% $57.2 $35.5 3Q23 3Q24 $7.6 $3.4 3Q23 3Q24 $4.4 $0.1 3Q23 3Q24 $10.2 $5.2 3Q23 3Q24

6 Broadwind | Investor Presentation 2023 Third Quarter 2024 HEAVY FABRICATIONS SEGMENT Fixed cost reductions and operational rigor remain in focus Ongoing pause in onshore wind demand resulted in softer revenues while cost discipline drove sustained mid - teens Adj. EBITDA margin Segment EBITDA margin decreased 150bps y/y to 16.6% in 3Q24, on 46% lower revenue generation Orders increased y/y (39%) for the first time in nearly 2 years Segment book - to - bill remained steady sequentially at 0.5x Segment backlog of $95 million as of 3Q24 Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) $38.3 $20.6 3Q23 3Q24 $6.9 $3.4 3Q23 3Q24 $8.0 $11.1 3Q23 3Q24 $176.2 $95.0 3Q23 3Q24

7 Broadwind | Investor Presentation 2023 Third Quarter 2024 GEARING SEGMENT Operational efficiencies drive sustained EBITDA profitability Orders increased 46% y/y due to improved demand from power generation and infrastructure markets Segment revenue fell 20% y/y due to ongoing softness in steel and oil & gas, but was partly offset by growth in industrial revenues Favorable quoting activity with new customers in new and existing end - markets due to enhanced process capabilities and commercial sales efforts Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) $11.4 $9.2 3Q23 3Q24 $0.9 $0.6 3Q23 3Q24 $3.0 $4.4 3Q23 3Q24 $29.1 $13.3 3Q23 3Q24 Segment Revenue ($MM)

8 Broadwind | Investor Presentation 2023 Third Quarter 2024 INDUSTRIAL SOLUTIONS SEGMENT Orders trending favorably, resulting in backlog growth; Operational focus led to sustained double - digit Adj. EBITDA margins Segment orders grew 52% y/y, while backlog increased by 4% driven by a book - to - bill 1.3x Segment order growth was driven by considerable strength in natural gas turbine demand Segment revenue declined by $1.7 million y/y while Adj. EBITDA fell $0.3 million y/y as solid mix helped preserve profitability Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) EBITDA margin rate +1146 bps y/y to 15.5% $7.4 $5.7 3Q23 3Q24 $1.0 $0.6 3Q23 3Q24 $4.9 $7.4 3Q23 3Q24 $15.4 $16.0 3Q23 3Q24

9 Broadwind | Investor Presentation 2023 (1) On August 4, 2022, Broadwind entered in to a $35.0 million Senior Secured Revolving Credit Facility (the “Credit Facility ”), including an optional $10.0 million accordion feature, and a $7.6 million Senior Secured Term Loan (the “Term Loan). The Term Loan bears interest at SOFR +2.5%; the Credit Facility bears interest at SOFR +2.0 - 2.5%, subject to the l evel of excess availability on the Credit Facility. Disciplined balance sheet management supports business through transitional period Capital allocation priorities include debt reduction, organic investments in IP; and opportunistic investments in complementary, immediately accretive bolt - on acquisitions $19.0 million of cash and availability under credit facility as of 9/30/24, an increase of more than $5 million y/y Net leverage of 1.4x as of 9/30/24, down from 1.7x in the PY period Cash and LOC Availability at Quarter - End ($MM) Net Debt Outstanding (1) ($MM) Total Inventory ($MM) Third Quarter 2024 BALANCE SHEET UPDATE Total Net Operating Working Capital ($MM) $13.6 $19.0 3Q23 3Q24 $29.8 $22.0 3Q23 3Q24 $26.0 $32.0 3Q23 3Q24 $39.9 $40.4 3Q23 3Q24

10 Broadwind | Investor Presentation 2023 Introducing Fourth Quarter 2024 revenue and Adjusted EBITDA guidance Guidance supported by targeted commercial growth within high - value, growth - oriented fabrications markets, together with a targeted focus on asset optimization and operational discipline Assumes approximately 25% utilization at tower facilities in the fourth quarter 2024, as if no new tower orders were received Expect continued gradual improvement in onshore wind demand as recovery accelerates into 2025 Total Revenue Range ($MM) Total Adjusted EBITDA Range ($MM) As of November 13, 2024 FOURTH QUARTER 2024 FINANCIAL GUIDANCE $31 $33 Low High $1.0 $1.5 Low High

APPENDIX

12 Broadwind | Investor Presentation 2023 CORPORATE OVERVIEW We support the world’s energy transition as a leading independent producer of wind towers, gearing, custom fabrications, clean fuel processing systems and supply chain solutions Broadwind is a precision manufacturer of technologically advanced, high - value components and solutions for industrial clients. We are one of the leading independent wind tower manufacturers in the United States. Our most significant business serves the US domestic wind energy industry, with primary production facilities that are strategically located to meet our customers’ project needs. We also serve industrial customers in a diversified set of industrial markets including oil & gas, industrial, power generation, mining and construction. This strategic diversification allows us to leverage our manufacturing expertise to improve capacity utilization, expand our customer base and balance our exposure to the volatile demand in the US wind energy industry.

13 Broadwind | Investor Presentation 2023 What we do Precision manufacturing within wind sector and other diverse end - markets We provide large complex and precision fabrications to customers in a broad range of industrial markets, as well as proprietary clean fuel processing systems. Key products include wind towers, PRS units and industrial fabrications, which include components for mining, construction, marine, material handling and other applications Heavy Fabrications Segment 66% of 2023 Revenue We provide custom gearing, gearboxes and heat treat services to a broad set of customers in diverse markets, including oil and gas production, surface and underground mining, wind energy, steel, material handling and other infrastructure markets Gearing Segment 22% of 2023 Revenue We provide supply chain solutions, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine and solar power generation markets Industrial Solutions Segment 12% of 2023 Revenue Why we win Unique Value Proposition Proven engineering, product development and technical capabilities Expertise in manufacturing large, complex fabrications, gearing, and proprietary clean fuel processing systems Integrated design, sourcing, fabrication, machining, coating, assembly Stringent testing and quality capabilities Targeted, multi - industry focus Our manufacturing base Established Original Equipment Manufacturer (“OEM”) Relationships Our customer base Established OEM Relationships Manitowoc, WI Tower Manufacturing Industrial Fabrications Facility Abilene, TX Tower Manufacturing Industrial Fabrications Facility Cicero, IL Gear Manufacturing and Gearbox Repair Facility Pittsburgh, PA Gearbox Repair and Heat Treat Facility Sanford, NC Industrial Solutions and Gearbox Repair Facility OUR BUSINESS Building a platform sustained, profitable growth and long - term value creation

14 Broadwind | Investor Presentation 2023 INFLATION REDUCTION ACT IMPACT BENEFIT At full utilization, IRA could provide up to ~$30 million in incremental annual gross profit Broadwind is prepared to leverage the benefits of the IRA to create shareholder value The IRA serves to materially enhance tower production economics The IRA, which passed into law in 2022, provides critical industries, including those supporting the energy transition, with tax credits designed to accelerate a generational shift in the energy production mix from fossil fuels toward renewable energy, including wind. Included within section 45x of the IRA is a provision for a new advanced manufacturing tax credit Theoretical IRA Benefit to Broadwind Quantifying potential impact of the 45x advanced manufacturing credit Theoretical annual gross profit benefit to Broadwind $30 million Annual tower production @ 100% utilization (1) 325 towers Average MW per Tower (2) 3.1 avg. MW per tower Total Watts per MW 1,000,000 Cents Per Watt (3) $0.03 per watt Financial benefit of 45x credit per MW (4) $30,000 Average benefit per tower (5) $93,000 (1) Broadwind has an estimated 1,300 sections of annual optimal tower capacity; assuming each tower is four sections, the Company has the theoretical capacity to produce up to 325 towers (2) Common OEM platforms range from 2.8 to 3.4 MW per tower (3) As defined in the Inflation Reduction Act of 2022, section 45x (B)(2)(A)(0) (4) $0.03 x 1,000,000 watts per MW (5) Assuming average MW per tower of 3.1

15 Broadwind | Investor Presentation 2023 PASSAGE OF IRA SUPPORTS MULTI - YEAR INVESTMENT IN WIND Inflation Reduction Act of 2022 supports multi - decade decarbonization of domestic energy grid Broadwind is uniquely positioned to take advantage of the increased development activity driven by the IRA. Our Board and Management have deep knowledge of the wind market. IRA provides transformative, long - term funding for the entire energy ecosystem, including wind and solar The passage of the IRA extends tax credit availability into the mid - 2030s The wind industry is poised to capitalize on available domestic content tax credits, providing long - term support for multi - year investments in both onshore and offshore wind development We will seek to drive growth in excess of domestic onshore installation activity growth United States Onshore Wind Development Forecast (1) (Total GW Installed Annually, Includes Repowering (2024e - 2033e) (1) Wood Mackenzie Power & Renewables – Wind Power Outlook – Updated September 2024 6.5 9.7 12.5 14.5 15.3 14.7 14.8 14.5 15.1 15.4 2024e 2025e 2026e 2027e 2028e 2029e 2030e 2031e 2032e 2033e

16 Broadwind | Investor Presentation 2023 APPENDIX Balance Sheet

17 Broadwind | Investor Presentation 2023 APPENDIX Income Statement

18 Broadwind | Investor Presentation 2023 APPENDIX Statement of Cash Flows 2024 2023 Net income…...……………………………………………………………………………………………2,066$ 6,578$ Adjustments to reconcile net cash used in operating activities: Depreciation and amortization expense…………………………………………………………………….4,986 4,772 Deferred income taxes………………………………………………………………………………………….(2) (7) Share-based compensation……………………………………………………………………………………..807 649 Allowance for credit losses……………………………………………………………………………….4 16 Common stock issued under defined contribution 401(k) plan…………………………………….879 978 (Gain) loss on disposal of assets……………………………………………………………………………………….(114) 48 Changes in operating assets and liabilities: Accounts receivable………………………………………………………………………………………………..5,866 (24,251) AMP credit receivable……………………………………………………………………. 4,152 (11,217) Contract assets………………………………………………………………………………………………..(305) (221) Inventories ……………………………………………………………………………………………………………(2,976) 4,356 Prepaid expenses and other current assets……………………………………………………………..1,224 (162) Accounts payable ……………………………………………………………………………………………….(2,932) (1,577) Accrued liabilities………………………………………………………………………………………………(2,476) 1,925 Customer deposits…………………………………………………………………………………………….(12,134) (4,646) Other non-current assets and liabilities…………………………………………………………………………………………….(31) 166 Net cash used in operating activities………………………………………………………………………………………………(986) (22,593) Purchases of property and equipment……………………………………………………………………………...…….(3,279) (5,315) Proceeds from disposals of property and equipment……………………………………………………………………159 15 (3,120) (5,300) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from line of credit, net………………………………………………………………………..5,262 18,518 Proceeds from long-term debt…………………………………………………………………………1,540 387 Payments on long-term debt…………………………………………………………………………(1,005) (893) Payments on finance leases………………………………………………………………………………..(1,276) (994) Shares withheld for taxes in connection with issuance of restricted stock………………………………………………………………………………..(130) (117) 4,391 16,901 0.0% - NET INCREASE (DECREASE) IN CASH……………………………………….……………………. 285 (10,992) CASH beginning of the period………………………………………….................................…………….1,099 12,732 CASH end of the period……………………………………………………………………….. 1,384$ 1,740$ Nine Months Ended September 30, CASH FLOWS FROM OPERATING ACTIVITIES: CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used in investing activities……………………………………………………………………………………………… Net cash provided by financing activities………………………………………………………………………………………………………………………………

19 Broadwind | Investor Presentation 2023 APPENDIX GAAP to Non - GAAP Reconciliation

20 Broadwind | Investor Presentation 2023 APPENDIX Segment - Level Data Three Months Ended Nine Months Ended 2024 2023 2024 2023 ORDERS: Heavy Fabrications………………………………………………………………11,147$ 8,009$ 31,506$ 40,608$ Gearing………………………………………………………………4,396 3,005 19,546 21,211 Industrial Solutions………………………………………………………………7,432 4,876 19,291 19,034 Total orders………………………………...………………22,975$ 15,890$ 70,343$ 80,853$ REVENUES: Heavy Fabrications………………………………………………………………20,600$ 38,326$ 62,228$ 103,864$ Gearing………………………………………………………………9,167 11,404 27,958 34,347 Industrial Solutions………………………………………………………………5,737 7,434 20,193 19,125 Corporate and Other……………………………………………………………(1) (1) (808) (457) Total revenues…………………………………..……………………35,503$ 57,163$ 109,571$ 156,879$ OPERATING INCOME/(LOSS): Heavy Fabrications………………………………………………………………2,230$ 5,791$ 5,832$ 12,448$ Gearing………………………………………………………………(78) 265 429 1,194 Industrial Solutions………………………………………………………………462 846 2,852 2,311 Corporate and Other……………………………………………………………(1,436) (1,535) (4,600) (7,088) Total operating profit (loss)……………………………………1,178$ 5,367$ 4,513$ 8,865$ September 30, September 30,

21 Broadwind | Investor Presentation 2023 Please contact our investor relations team at BWEN@val - adv.com IR CONTACT

 

v3.24.3

Cover	Nov. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 13, 2024
Entity File Number	001-34278
Entity Registrant Name	BROADWIND, INC.
Entity Central Index Key	0001120370
Entity Tax Identification Number	88-0409160
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3240 South Central Avenue
Entity Address, City or Town	Cicero
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60804
City Area Code	708
Local Phone Number	780-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	BWEN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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