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): November 7, 2012

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)	(IRS Employer Identification No.)

47 East Chicago Avenue, Suite 332, Naperville, Illinois 60540

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (630) 637-0315

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:

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

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

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

oPre-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 Condition.

On November 7, 2012, Broadwind Energy, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended September 30, 2012.  The press release is incorporated herein by reference and is attached hereto as Exhibit 99.1.

The information contained in, or incorporated into, this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act regardless of any general incorporation language in such filings.

Item 7.01. Regulation FD Disclosure.

An Investor Presentation dated November 7, 2012 is incorporated herein by reference and attached hereto as Exhibit 99.2.

The information contained in, or incorporated into, this Item 7.01 of this Report, including Exhibit 99.2 attached hereto, is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.

This Report will not be deemed an admission as to the materiality of any information in this Report that is being disclosed pursuant to Regulation FD.

Please refer to Exhibit 99.2 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release dated November 7, 2012
99.2	Investor Presentation dated November 7, 2012

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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 ENERGY, INC.
November 7, 2012	By:	/s/ Stephanie K. Kushner
		Stephanie K. Kushner
		Chief Financial Officer

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press Release dated November 7, 2012
99.2	Investor Presentation dated November 7, 2012

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EX-99.1

Exhibit 99.1

Broadwind Energy, Inc. Announces Third Quarter 2012 Results

Strategic Diversification Benefits Financial Results

Highlights:

·Q3 sales of $55.0 million, up 15% from prior-year quarter

·Adjusted EBITDA increased to $2.4 million from prior-year loss of $1.5 million, driven by gross margin expansion and operating expense reduction. Net loss narrows to $3.9 million

·All operating segments generated positive adjusted EBITDA in Q3

·Operating expenses declined to $6.2 million, or 11% of revenue, from $7.0 million, or 15% of revenue in the prior-year period

·Order intake of $26 million comparable to prior-year quarter.  $8 million steel content adjustment to backlog reduces reported “net” orders to $17.7 million

·$20 million asset-based credit facility closed during Q3, strengthens financial flexibility to support cyclical working capital needs

NAPERVILLE, Ill., November 7, 2012— Broadwind Energy, Inc. (NASDAQ: BWEN) reported sales of $55.0 million for the third quarter of 2012, a 15% increase compared to $47.9 million in the third quarter of 2011.

The Company reported a net loss from continuing operations of $3.9 million or $.28 per share in the third quarter of 2012, compared to a loss of $6.6 million or $.60 per share during the third quarter of 2011. Per share amounts reflect the 1-for-10 reverse stock split that Broadwind effected on August 22, 2012, resulting in a reduction in shares outstanding to 14.1 million. The improvement in net loss was primarily due to stronger operating results from all three segments. The Company reported non-GAAP adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, share-based payments and restructuring) of $2.4 million during the third quarter of 2012, compared to an adjusted EBITDA loss of $1.5 million during the third quarter of 2011.

Peter C. Duprey, president and chief executive officer, stated, “Third quarter financial results improved significantly, with revenue growth of 15% and EBITDA increasing substantially both from last year’s loss and sequentially from last quarter’s positive level. Importantly, all segments achieved positive EBITDA as execution improved across the board. While certain Gearing end-markets are showing some weakening, we are seeing the ongoing benefits of our diversification, expense management and square-foot reduction initiatives.  Our Tower business is seeing good order activity, and our 2013 outlook for Towers is more positive. Our Services segment is expanding nicely, with order flow resilient overall and profitability moving in the right direction. Finally, during the quarter, we closed a $20 million working capital facility to fund our growth.”

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Mr. Duprey concluded, “Broadwind Energy’s actions to diversify our customer and revenue bases, reduce our cost base through consolidation and restructuring, and increase our financial flexibility are transforming our business model, which is clearly improving our financial results. The tower orders we recently announced have reduced much of the downside in the business for 2013, and demonstrate our success at winning repeat business with new customers added in 2011.  We consider winning these orders a tremendous accomplishment given the political and regulatory uncertainty in the wind market. We remain focused for the remainder of this year on executing customer projects, continuing our consolidation efforts and cost improvements, and progressing toward sustained profitability.”

Orders and Backlog

The Company booked $17.7 million in net new orders during the third quarter, a decrease of 33% from the prior year quarter. Towers and Weldments orders, which vary considerably from quarter-to-quarter, totaled $3.1 million, net of an $8.0 million adjustment to remove materials from one tower order previously reported in backlog, for which it was subsequently agreed that the customer would supply the materials. Excluding the steel adjustment, order intake totaled $25.7 million.  Third quarter Gearing orders totaled $8.7 million, a 28% decrease from the prior year third quarter, as weaker orders from natural gas fracking and mining equipment customers were partly offset by solid order intake from other industrial customers. Services orders in the third quarter totaled $5.9 million, a 20% decrease from the prior year third quarter, which included a large blade retrofit project.

At September 30, 2012, backlog totaled $100 million, down from $137 million at June 30, 2012. Backlog is expected to increase during the fourth quarter due to the recent tower order bookings.

Segment Results

Towers and Weldments

Broadwind Energy fabricates specialty weldments for wind, oil and gas, mining and other industrial applications, specializing in the production of wind turbine towers.

Towers and Weldments segment sales totaled $37.4 million in the third quarter of 2012, compared to $29.7 million in the third quarter of 2011. Revenue increased 26% from the prior year quarter because current year production was comprised of larger, higher value towers, and tower section production volume rose 7%. Consistent with the company’s diversification strategy, industrial weldment sales rose $2.0 million from the prior-year quarter, to $2.9 million. Non-GAAP adjusted EBITDA for the third quarter was $3.1 million in 2012, compared to $1.1 million in 2011, up significantly due to the growth in revenue and the increased complexity, and therefore higher margin, of the sales mix. Towers and Weldments segment operating profit for the third quarter of 2012 was $1.7 million, compared to breakeven in 2011.

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Gearing

Broadwind Energy engineers, builds and remanufactures precision gears and gearing systems for wind, oil and gas and mining applications.

Gearing segment sales totaled $11.3 million in the third quarter of 2012, compared to $12.6 million in the third quarter of 2011. The 11% decrease was due primarily to a delay in the scheduled completion of a large, complex gearbox and lower sales to wind turbine customers, which were only partly offset by higher sales to industrial customers. Non-GAAP adjusted EBITDA for the third quarter of 2012 was $.9 million, compared to a loss of $.7 million in the prior year third quarter, with the increase resulting from growth in higher-margin industrial sales volumes, improved productivity and lower operating expenses. Gearing segment operating loss for the third quarter of 2012 improved similarly to $2.6 million, versus a loss of $3.3 million in 2011, and included $.2 million of additional expense associated with the plant consolidation project underway.

Services

Broadwind Energy specializes in non-routine drivetrain and blade maintenance services. The Company also offers comprehensive installation support and field services to the wind industry.

Revenue from the Services segment was $6.9 million in the third quarter of 2012, compared with $6.6 million in the third quarter of 2011. This 4% increase in revenue was primarily the result of higher field activity in the southwest region and growth of sales for drivetrain services. Non-GAAP adjusted EBITDA for the third quarter improved to $.1 million, compared to a loss of $.1 million in the prior year third quarter, as a result of higher volumes and lower fixed overhead, reflecting the reduction in leased space negotiated in the second quarter. Services segment operating loss in the third quarter 2012 was $.6 million, compared to a loss of $.4 million in the third quarter of 2011.

Corporate and Other

Corporate and other expenses totaled $2.0 million in the third quarter of 2012, compared with $2.5 million in the third quarter of 2011. The modest improvement was primarily attributable to lower employee costs due to reduced headcount, and other general cost containment efforts.

On a consolidated basis, total operating expenses declined to $6.2 million, or 11% of revenue, from $7.0 million, or 15% of revenue in the prior year period.

The future income tax benefits associated with the current period loss were offset by an increase in the valuation allowance; therefore the effective federal tax rate is zero. As of the prior year-end, cumulative federal net operating loss carry-forwards totaled $136 million.

Cash and Liquidity

At September 30, 2012, cash, marketable securities and short-term investments on hand totaled $3.1 million and $2.4 million of the Company’s $20 million credit line was available.

During the quarter, operating working capital increased sharply to $39.3 million, or 18% of annualized third quarter 2012 sales. The $19.6 million increase from June 30, 2012 was due

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primarily to reductions in trade payables associated with steel deliveries received earlier in the year. The Company expects working capital to decrease significantly during the fourth quarter as it receives payments for towers shipped during the third quarter, and expects borrowings under its line of credit to fall below $10 million by year-end. At quarter-end, debt and capitalized lease obligations totaled $28.2 million, and the company was in compliance with all covenants.

About Broadwind Energy, Inc.

Broadwind Energy (NASDAQ: BWEN) applies decades of deep industrial expertise to innovate integrated solutions for customers in the energy and infrastructure markets. From gears and gearing systems for wind, oil and gas and mining applications to wind towers, to comprehensive remanufacturing of gearboxes and blades, to operations and maintenance services, and industrial weldments, we have solutions for the energy needs of the future. With facilities throughout the U.S., Broadwind Energy’s talented team of 800 employees is committed to helping customers maximize performance of their investments—quicker, easier and smarter. Find out more at www.bwen.com.

Forward-Looking Statements

This news release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995—that is, statements related to future, not past, events. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “anticipate,” “believe,” “intend,” “expect,” “plan,” “will” or other similar words. These forward-looking statements involve certain risks and uncertainties that ultimately may not prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. The Company’s forward looking statements may include or relate to the Company’s plans to grow its business and its expectations regarding its operations, revenue growth, profitability and the business of its customers; the Company’s expectations regarding its plan to restructure its operations by consolidating its operations; the Company’s tower order intake, backlog, and tower production execution and the effect of such production on the Company’s inventory, working capital and debt levels as well as the aggregate sufficiency of the Company’s working capital; the Company’s expectations regarding the state of the wind energy market, and the regulatory frameworks affecting the wind energy industry, as well as the Company’s expectations relating to the economic downturn and the potential impact on its business and the business of its customers. For further discussion of risks and uncertainties, individuals should refer to the Company’s SEC filings. The Company undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this news release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. All forward-looking statements are qualified in their entirety by this cautionary statement.

CONTACT: Broadwind — John Segvich, 630.995.7137, john.segvich@bwen.com

LHA — Jody Burfening/Carolyn Capaccio, 212.838.3777, ccapaccio@lhai.com

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

	September 30,			December 31,
	2012			2011
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,721		$	13,340
Restricted cash	330			876
Accounts receivable, net of allowance for doubtful accounts of $515 and $438 as of September 30, 2012 and December 31, 2011, respectively	28,471			25,311
Inventories, net	29,027			23,355
Prepaid expenses and other current assets	3,219			4,033
Assets held for sale	8,044			8,052
Total current assets	71,812			74,967
Property and equipment, net	81,299			87,766
Intangible assets, net	8,119			9,214
Other assets	654			944
TOTAL ASSETS	$	161,884		$	172,891
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Lines of credit and notes payable	$	17,585		$	1,566
Current maturities of long-term debt	349			636
Current portions of capital lease obligations	2,242			965
Accounts payable	14,338			17,358
Accrued liabilities	5,627			5,749
Customer deposits	3,908			17,328
Liabilities held for sale	4,083			4,833
Total current liabilities	48,132			48,435
LONG-TERM LIABILITIES:
Long-term debt, net of current maturities	2,781			4,797
Long-term capital lease obligations, net of current portions	1,116			975
Other	1,601			825
Total long-term liabilities	5,498			6,597
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; 30,000,000 shares authorized; 14,110,127 and 13,977,920 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively	14			140
Additional paid-in capital	372,673			370,123
Accumulated deficit	(264,433		)	(252,404		)
Total stockholders’ equity	108,254			117,859
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	161,884		$	172,891

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues	$	55,045		$	47,899		$	165,799		$	130,761
Cost of sales	52,097			47,098			158,155			124,449
Restructuring	233			89			1,038			89
Gross profit	2,715			712			6,606			6,223
OPERATING EXPENSES:
Selling, general and administrative	5,197			6,442			16,658			19,807
Intangible amortization	664			214			1,094			644
Restructuring	381			300			481			300
Total operating expenses	6,242			6,956			18,233			20,751
Operating loss	(3,527		)	(6,244		)	(11,627		)	(14,528		)
OTHER (EXPENSE) INCOME, net:
Interest expense, net	(553		)	(276		)	(1,053		)	(845		)
Other, net	148			127			758			559
Restructuring	(15		)	(202		)	(86		)	(202		)
Total other (expense) income, net	(420		)	(351		)	(381		)	(488		)
Net loss from continuing operations before provision for income taxes	(3,947		)	(6,595		)	(12,008		)	(15,016		)
(Benefit) provision for income taxes	(9		)	(9		)	21			24
LOSS FROM CONTINUING OPERATIONS	(3,938		)	(6,586		)	(12,029		)	(15,040		)
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX	—			—			—			(1,184		)
NET LOSS	$	(3,938	)	$	(6,586	)	$	(12,029	)	$	(16,224	)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
Loss from continuing operations	$	(0.28	)	$	(0.60	)	$	(0.86	)	$	(1.39	)
Loss from discontinued operations	—			—			—			(0.11		)
Net loss	$	(0.28	)	$	(0.60	)	$	(0.86	)	$	(1.50	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted	14,093			11,037			14,022			10,822

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

	Nine Months Ended September 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,029	)	$	(16,224	)
Loss from discontinued operations	—			1,184
Loss from continuing operations	(12,029		)	(15,040		)
Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization expense	12,227			10,910
Stock-based compensation	2,079			1,395
Allowance for doubtful accounts	158			542
Common stock issued under defined contribution 401(k) plan	345			150
Loss on disposal of assets	220			390
Changes in operating assets and liabilities:
Accounts receivable	(3,318		)	(2,586		)
Inventories	(5,672		)	(13,544		)
Prepaid expenses and other current assets	1,078			(411		)
Accounts payable	(3,175		)	806
Accrued liabilities	(110		)	(1,112		)
Customer deposits	(13,411		)	6,822
Other non-current assets and liabilities	1,319			186
Net cash used in operating activities of continuing operations	(20,289		)	(11,492		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of logistics business	375			761
Purchases of property and equipment	(3,300		)	(4,134		)
Proceeds from disposals of property and equipment	106			1,850
Decrease in restricted cash	546			(1,276		)
Net cash used in investing activities of continuing operations	(2,273		)	(2,799		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of stock	—			11,739
Payments on lines of credit and notes payable	(24,190		)	(1,055		)
Proceeds from lines of credit and notes payable	36,908			2,307
Proceeds from sale-leaseback transactions	1,000			—
Payments for debt issuance costs	(630		)	—
Principal payments on capital leases	(1,145		)	(674		)
Net cash provided by financing activities of continuing operations	11,943			12,317
DISCONTINUED OPERATIONS:
Operating cash flows	—			(829		)
Financing cash flows	—			(83		)
Net cash used in discontinued operations	—			(912		)
Add: Cash balance of discontinued operations, beginning of period	—			530
NET DECREASE IN CASH AND CASH EQUIVALENTS	(10,619		)	(2,356		)
CASH AND CASH EQUIVALENTS, beginning of the period	13,340			15,331
CASH AND CASH EQUIVALENTS, end of the period	$	2,721		$	12,975
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	854		$	757
Income taxes paid	$	25		$	34
Non-cash investing and financing activities:
Issuance of restricted stock grants	$	1,307		$	633
Common stock issued under defined contribution 401(k) plan	$	345		$	150

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

SELECTED SEGMENT FINANCIAL INFORMATION

(IN THOUSANDS)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(unaudited)						(unaudited)
REVENUES:
Towers and Weldments	$	37,423		$	29,684		$	109,587		$	82,350
Gearing	11,256			12,634			41,352			38,696
Services	6,899			6,615			16,037			10,810
Corporate and Other	(533		)	(1,034		)	(1,177		)	(1,095		)
Total revenues	$	55,045		$	47,899		$	165,799		$	130,761
OPERATING (LOSS) PROFIT:
Towers and Weldments	$	1,740		$	(35	)	$	3,306		$	5,159
Gearing	(2,637		)	(3,281		)	(5,390		)	(8,523		)
Services	(570		)	(413		)	(3,331		)	(3,862		)
Corporate and Other	(2,060		)	(2,515		)	(6,212		)	(7,302		)
Total operating loss	$	(3,527	)	$	(6,244	)	$	(11,627	)	$	(14,528	)

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, the Company’s management believes that certain non-GAAP financial measures may provide users of this financial information with meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain infrequently occurring or non-operational items that impact the overall comparability. See the table below for supplemental financial data and corresponding reconciliations to GAAP financial measures for the three and six months ended September 30, 2012 and 2011. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Consolidated	2012			2011			2012			2011
	(unaudited)						(unaudited)
Operating Loss	$	(3,527	)	$	(6,244	)	$	(11,627	)	$	(14,528	)
Depreciation	3,530			3,432			10,495			10,266
Amortization	665			215			1,094			644
Share-based compensation and other stock payments	982			565			2,619			1,512
Other Income	148			(75		)	759			358
Restructuring Expense	614			591			1,519			591
Adjusted EBITDA	$	2,412		$	(1,516	)	$	4,859		$	(1,157	)

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	Three Months Ended September 30,					Nine Months Ended September 30,
Towers and Weldments Segment	2012		2011			2012		2011
	(unaudited)					(unaudited)
Operating Profit	$	1,740	$	(35	)	$	3,306	$	5,159
Depreciation	942		872			2,722		2,638
Share-based compensation and other stock payments	210		131			575		370
Other Income	171		181			529		666
Total Adjusted EBITDA (Non-GAAP)	$	3,063	$	1,149		$	7,132	$	8,833

	Three Months Ended September 30,						Nine Months Ended September 30,
Gearing Segment	2012			2011			2012			2011
	(unaudited)						(unaudited)
Operating Loss	$	(2,637	)	$	(3,281	)	$	(5,390	)	$	(8,523	)
Depreciation	2,157			2,254			6,485			6,853
Amortization	665			215			1,094			644
Share-based compensation and other stock payments	157			98			455			277
Other Income (Expense)	4			(252		)	17			(443		)
Restructuring Expense	514			291			1,362			291
Total Adjusted EBITDA (Non-GAAP)	860			(675		)	4,023			(901		)

	Three Months Ended September 30,						Nine Months Ended September 30,
Services Segment	2012			2011			2012			2011
	(unaudited)						(unaudited)
Operating Loss	$	(570	)	$	(413	)	$	(3,331	)	$	(3,862	)
Depreciation	414			263			1,237			645
Share-based compensation and other stock payments	153			44			340			110
Other Income (Expense)	(29		)	(2		)	209			139
Restructuring Expense	100			—			146			—
Total Adjusted EBITDA (Non-GAAP)	$	68		$	(108	)	$	(1,399	)	$	(2,968	)

	Three Months Ended September 30,						Nine Months Ended September 30,
Corporate and Other	2012			2011			2012			2011
	(unaudited)						(unaudited)
Operating Loss	$	(2,060	)	$	(2,515	)	$	(6,212	)	$	(7,302	)
Depreciation	17			43			51			130
Share-based compensation and other stock payments	462			292			1,249			755
Other Income (Expense)	2			(2		)	4			(4		)
Restructuring Expense	—			300			11			300
Total Adjusted EBITDA (Non-GAAP)	$	(1,580	)	$	(1,882	)	$	(4,897	)	$	(6,121	)

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EX-99.2

Exhibit 99.2

November 7, 2012 Investor Teleconference Q3 2012 Results © 2012 Broadwind Energy, Inc. All Rights Reserved.

Industry Data Disclaimer and Forward-Looking Statements Broadwind obtained the industry and market data used throughout this presentation from its own research, internal surveys and studies conducted by third parties, independent industry associations or general publications and other publicly available information. Independent industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Forecasts are particularly likely to be inaccurate, especially over long periods of time. We are not aware of any misstatements in the industry data we have presented herein, but estimates involve risks and uncertainties and are subject to change based on various factors beyond Broadwind’s control. This presentation includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995—that is, statements related to future, not past, events. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “intend”, “expect”, “plan”, “will” or other similar words. These forward-looking statements involve certain risks and uncertainties that ultimately may not prove to be accurate and are subject to change based on various factors. Actual results and future events could differ materially from those anticipated in such statements. For further discussion of risks and uncertainties, individuals should refer to Broadwind's filings with the Securities and Exchange Commission. Broadwind undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this presentation. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. All forward-looking statements are qualified in their entirety by this cautionary statement. This document contains non-GAAP financial information. Broadwind’s management believes that certain non-GAAP financial measures may provide users of this financial information meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain infrequently occurring or non-operational items that impact the overall comparability. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP. Please see Broadwind’s earnings release dated as of November 7, 2012 for a reconciliation of certain non-GAAP measures presented in this document. 2

Q3 2012 Overview 3 Highlights Revenue up 15% over Q3 2011 Adjusted EBITDA of $2.4 M up substantially from prior year Q3 driven by margin expansion and cost reductions All segments generated positive adjusted EBITDA Adjusted EBITDA margin improved 7.6 points due to improved productivity What Went Well Tower weld rates and throughput improved over the prior year and prior quarter Services execution — profitability directionally correct $20 M asset-based credit facility supports working capital needs, strengthens financial flexibility What Could Improve Gearing — mining and natural gas markets softening

Orders and Backlog Q3 Orders ($ in millions) Q3 2012 2011 % Chg. Towers/Weldments $11.1 $7.0 59% Gearing 8.7 12.0 (28%) Services 5.9 7.4 (20%) Total Orders $25.7 $26.4 (3%) Less steel content adj. ($8.0) Net Orders $17.7 $26.4 Weldments orders of $4.5 M in Q3 — backlog more than doubled to $8.6 M Gearing orders affected by natural gas, mining, but steady order intake from other industrial customers Tower orders adjusted downward to reflect a labor only contract (customer supplied steel) Won $31 M in Tower orders after 9/30 Order Backlog Traditionally Reported Backlog Backlog Recast Excluding Deliveries Beyond 6 Months 250 200 150 100 50 Millions Q4 10 Q1 11 Q2 11 Q3 11 Q4 11 Q1 12 Q2 12 Q3 12 12-Oct Backlog as of 10/31 includes $34.1 M in orders received since Q3-end Year-end 2012 backlog should approximate 1H 2013 revenue

Business Transformation Initiatives 5 Reducing manufacturing footprint and cost base Diversifying customer and revenue base into other industries Improve financial flexibility Reduce footprint by ~ 600k Sq. Ft. or 40% Target 50/50 mix between wind and industrial Reduce customer concentrations Company financed with flexible asset-based lending facility Generates savings of ~ $5.0-6.0 M per year Reduces regulatory risk of wind energy More prudent risk management Improved margin mix Financial flexibility supports growth Initiative Target Result

Reducing Manufacturing Footprint and Cost Base Annual cash flow improvement of $5-6 M with $400 M of revenue capacity 6 Q4 2011: Close European office Close west coast sales office Q2 2012: Reduce lease in Abilene Q4 2012: Consolidate corporate office Close Gary, SD office In Process: Sale of Brandon, SD Tower plant Sale of Cicero Ave. Gearing plant Sale of Clintonville, WI plant Sq. Ft

Diversifying Customer and Revenue Base Well on the way to a 50/50 industrial / wind mix Towers – Addressable Market 7 Gearing – YTD End Markets Services – Revenue Evolution 9 months ended Sept. 30 ($ M) Initiative Status Impact Diversify Gearing business away from wind to industrial YTD 2012 sales outside of new wind were 88% vs. 56% YTD in 2011 Industrial gearing is ~ 10 p.p. higher margin than wind gearing Grow industrial Weldments business $12.5 M of weldment orders YTD in 2012 more than double 2011 Margin on weldments is nearly 2x towers Expand the served Tower market Added 3 new customers since BOY 2011 for $86 M of orders Greatly reduces customer concentration — repeat orders received Grow Services revenue from existing turbine installed base YTD 2012 sales from installed base up 44% over YTD 2011 More stable revenue stream Market information from MAKE Consulting

Improve Financial Flexibility Low debt level with positive cash flow 8 Initiative Status Impact Debt Reduction Debt reduced and in line with EBITDA Asset rich with little debt Generate consistent positive EBITDA every quarter Q1 $1.4 M EBITDA Q2 $1.1 M EBITDA Q3 $2.4 M EBITDA Facilitates more flexible financing structure Secure credit line to support working cap growth $20 M working capital line closed in Q3 Key to growth target Debt vs. TTM EBITDA

Towers and Weldments Supply/Demand Balance Improving 9 Industry Capacity Reductions ~15% ~30% ~25% ~30% ~ 4 competitors are exiting tower manufacturing Multi-purpose facilities are being repurposed to other industries (railcar and fabrication) China & Vietnam towers imports significantly reduced due to Department of Commerce tariffs

Continuous Improvement 10 Review production processes with a focus on reducing variation (weld rates, cycle times, defect rates) Monthly best practice sharing among business units Developing a standard, data-driven approach to analyze quality, throughput and other key operating metrics Leveraging IT platform to better capture and analyze the causes of variation in the businesses Focus on leveraging customer scorecards to help drive greater alignment with key customer evaluation metrics New focus on continuous improvement across the Company

Consolidated Financial Results 11 Q3 2012 sales up 15% over Q3 2011 Q3 gross margin improved 3.7 ppt through improved Towers efficiencies and throughput and Services execution Continued stringent operating expense management — down 3.3 ppt in Q3, 4.9 ppt YTD Q3 2012 operating income includes $.6 M restructuring expense Adj. EBITDA of $2.4 M, improved $3.9 M from Q3 2011 Zero effective tax rate — $136 M tax loss carry forward at 12/31/2011 2012 2011 2012 2011 Revenue-$M 55.0 47.9 165.8 130.8 Gross Profit-$M 2.7 0.7 6.6 6.2 -% (ex. Restructuring) 5.4% 1.7% 4.6% 4.8% Operating Expense-$M 6.2 7.0 18.2 20.8 -% (ex. Restructuring) 10.6% 13.9% 10.7% 15.6% Operating Income-$M (3.5) (6.2) (11.6) (14.5) Adj. EBITDA-$M 2.4 (1.5) 4.9 (1.2) EPS Continuing- $ (0.28) (0.60) (0.86) (1.39) Q3 YTD

Towers and Weldments Third Quarter 2012 12 Strategic Focus Section volume rose 7% from Q3 2011 — steps to correct productivity and utilization successful Current year production consists of larger, higher value towers compared to prior year Adjusted EBITDA margin doubled to 8.2% Weldments revenue increased dramatically to $2.9 M from Q3 2011 Execute smoothly on multiple tower-type production for new orders Shift capacity to higher-margin weldments to manage wind industry policy risk Broaden customer base Stringent cost management Towers and Weldments Revenue Mix 2012 2011 MW-Wind 176 114 Revenue-$M 37.4 29.7 Op Income-$M 1.7 (0.0) Adj. EBITDA-$M 3.1 1.1 -% 8.2% 3.9% Q3 Q3 12 Q3 11 YTD 12 YTD 11 Full-content towers 92% 95% 94% 81% Fabrication-only towers 0% 2% 0% 16% Weldments 8% 3% 6% 3%

Gearing Third Quarter 2012 $1.4 M in shipments deferred to Q4 Revenue entirely outside of new wind Adj. EBITDA margin improved 13 ppt through shift in customer mix and lower operating expenses Plant consolidation progressing — preparing to relocate large machines from Cicero Avenue facility 13 Growth in non-wind markets Diversifying industrial customers Improve capacity utilization — plant consolidation underway Shift from loose gearing to enclosed drives Strategic Focus 2012 2011 Revenue-$M 11.3 12.6 Op Income-$M (2.6) (3.3) Adj. EBITDA-$M 0.9 (0.7) -% 7.6% (5.3%) Q3

Services Third Quarter 2012 Revenue up 4% — growth in drivetrain service center business Adj. EBITDA slightly positive — reflects lower fixed overhead and improved expense management Operating loss also includes $230 K legal settlement 14 Shift focus to non-routine drivetrain and blade maintenance services Develop opportunities in industrial services Develop proprietary product offerings Continue drive toward profitability Strategic Focus Services – EBITDA Evolution ($ thousands) 2012 2011 Revenue-$M 6.9 6.6 Op Income-$M (0.6) (0.4) Adj. EBITDA-$M 0.1 (0.1) -% 1.0% (1.6%)

Operating Working Capital 15 September 30 working capital at peak level — tower material payments ahead of customer receipts Trade receivables at 15 quarter peak; will decline in Q4 Trade payables dropped significantly for steel inventory received earlier in the year Year end working capital expected to recover to ~ 12% of TTM sales

Debt and Liquidity – $ Thousands 16 $25.1 M net debt balance includes $2.9 M which is either forgivable economic development grants or new markets tax credit financing Expect year-end debt balance to be below $15 M and line of credit (LOC) below $10 M LOC sufficient to support 2013 growth 9/30/2012 6/30/2012 3/31/2012 Lines of credit, notes payable 17,585 926 1,586 Long-term debt 190 1,925 2,262 Liabilities held for sale 4,083 4,333 4,583 Capital leases 3,358 3,875 1,751 Subtotal: debt ex. grants 25,216 11,059 10,182 Grants/tax credits 2,940 2,940 2,940 Total Debt 28,156 13,999 13,122 Cash and related assets 3,051 8,367 11,261 Net Debt 25,105 5,632 1,861

2012 Financial Outlook Update 17 Q4 2012 Tower revenue lower due to PTC schedule accelerating deliveries into Q3 Q4 revenue estimate ~ $45-47 M Continued positive EBITDA ~ $1 M FY 2010 FY 2011 YTD 2012 Revenue-$M 137.0 186.0 165.8 Gross Profit-$M 1.9 7.2 6.6 -% (ex. Restructuring) 1.4% 3.9% 4.6% Operating Expense-$M 30.4 27.6 18.2 -% (ex. Restructuring) 22.2% 14.6% 10.7% Impairment Exp. -$M 40.8 Operating Income-$M (69.2) (20.4) (11.6) Adj. EBITDA-$M (9.2) (2.1) 4.9

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