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): July 31, 2014

BROADWIND ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-31313	88-0409160
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)

3240 South Central Avenue, Cicero, Illinois 60804

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (708) 780-4800

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:

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 Condition.

On July 31, 2014, Broadwind Energy, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended June 30, 2014.  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 (this “Report”), 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 July 31, 2014 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
EXHIBIT NUMBER	DESCRIPTION
99.1	Press Release dated July 31, 2014
99.2	Investor Presentation dated July 31, 2014

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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.
July 31, 2014	By:	/s/ Stephanie K. Kushner
		Stephanie K. Kushner
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

EXHIBITNUMBER	DESCRIPTION
99.1	Press Release dated July 31, 2014
99.2	Investor Presentation dated July 31, 2014

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EX-99.1

Exhibit 99.1

Broadwind Energy Announces Q2 2014 Results

Achieves Solid Year-to-Date Profitability

Q2 Highlights:

·Sales of $68.4 million, up 29% from Q2 2013 driven by strength in Towers and Gearing

·Gross profit margin (ex. restructuring) of 13.4%, up 470 bp from Q2 2013

·Adjusted EBITDA of $5.9 million, up 67% from Q2 2013

·EPS of $.12, significantly ahead of Q2 2013

·$34 million tower order announced after quarter end

Cicero, Ill., July 31, 2014 — Broadwind Energy, Inc. (NASDAQ: BWEN) reported sales of $68.4 million for the second quarter of 2014, a 29% increase compared to $52.9 million in the second quarter of 2013. The increase reflects the continued strength in the Company’s Towers and Weldments segment and improved throughput for its Gearing segment.

The Company reported net income from continuing operations of $1.9 million or $.12 per diluted share in the second quarter of 2014, compared to $.4 million or $.03 per diluted share in the second quarter of 2013. The $.09 per share improvement was due to stronger results in the Towers and Weldments segment and significant improvements in the Gearing segment, partly offset by the absence of a $3.6 million one-time restructuring gain on the sale of an idle tower plant during the second quarter of 2013. The Company reported non-GAAP adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, share-based payments and restructuring costs) of $5.9 million in the second quarter of 2014, compared to $3.5 million in the second quarter of 2013. The significant progress reflects the 39% increase in tower volume in the second quarter of 2014 and improvements in the Gearing segment, partly offset by higher Corporate expense related to an $.8 million reserve for a potential settlement with the SEC for an investigation initiated in 2010.

Peter C. Duprey, president and chief executive officer, stated, “We had an outstanding quarter from both a financial and operational perspective, allowing us to achieve year-to-date profitability for the first time in Broadwind’s history. Our Towers and Weldments segment results continue to significantly outpace the prior year, with tower volume up 39% and a 69% improvement in operating income. Our Gearing segment had a strong quarter, with a 19% improvement in revenue and a reduction in operating loss by over 50%. With the Gearing plant consolidation nearly behind us, we are making good progress improving our plant throughput. We booked over $18 million of Gearing orders during the quarter, the highest quarterly order rate in over four years, which demonstrates good progress with our expanded commercial efforts. In the Services segment, demand for blade repair work increased significantly over the prior year and we are seeing increased orders and quoting activity.”

Mr. Duprey concluded, “Broadwind hit a major milestone by achieving year-to-date profitability for the first time in the company’s history. As we near completion of our four-year restructuring project, and with our focus on continuous improvement, towers production nearly sold out for 2015 and Gearing orders and production improving, we have reached an inflection point. As we continue to generate strong organic growth, particularly in our towers business, we are seeing the increased operating leverage the business is capable of generating. With all that we have accomplished, we remain highly confident about the road ahead.”

Orders and Backlog

The Company booked $23.6 million in net new orders in the second quarter of 2014, down slightly from $24.9 million the second quarter of 2013. Towers and Weldments orders, which vary considerably from quarter to quarter, totaled $.9 million and consisted of industrial weldment orders. Gearing orders totaled $18.3 million, up from $4.8 million in the second quarter of 2013, and represented the highest quarterly order rate in over four years. Services orders totaled $4.4 million, up from $2.6 million in the second quarter of 2013, and represented the highest quarterly order rate since the fourth quarter of 2012.

At June 30, 2014, total backlog was $222.4 million, up 56% from June 30, 2013.

Subsequent to quarter end, $34 million in new tower orders for 2015 production were announced, not included in the June 30, 2014 backlog figure.

Segment Results

Towers and Weldments

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

Towers and Weldments segment sales totaled $52.9 million in the second quarter of 2014, compared to $39.1 million in the second quarter of 2013. The significant increase was due to a 39% increase in tower volume compared to the second quarter of 2013, resulting from a ramp-up in production to support the strong bookings in 2013. Towers and Weldments operating income for the second quarter of 2014 was $8.6 million (16% of sales), up 69% from the second quarter of 2013. The significant improvement was the result of the higher volume, improved production flow and material sourcing improvements, and a higher margin mix of towers compared to the prior-year quarter. Non-GAAP adjusted EBITDA in the second quarter of 2014 totaled $9.6 million, up from $6.3 million in the second quarter of 2013 due to these same factors.

Gearing

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

Gearing segment sales totaled $12.4 million in the second quarter of 2014, compared to $10.4 million in the second quarter of 2013. The 19% increase was due primarily to improved plant throughput and a reduction in the past-due backlog. Gearing segment operating loss was $1.8

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million for the second quarter of 2014, a 55% improvement compared to the second quarter of 2013, due to the increase in production volume, improved productivity and lower restructuring costs due to the wind-down of consolidation activities. Non-GAAP adjusted EBITDA for the second quarter of 2014 was $.6 million, compared to a non-GAAP adjusted EBITDA loss of $.1 million in the second quarter of 2013, due to the throughput and productivity factors described above.

Services

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

Revenue from the Services segment was $3.5 million in the second quarter of 2014, compared to $4.1 million in the second quarter of 2013. The decrease was related to the completion of a large drivetrain assembly project in the second quarter of 2013, somewhat offset by higher demand for blade repair work in the second quarter of 2014. Despite the $.6 million reduction in revenue, Services operating loss for the second quarter of 2014 was $1.3 million, essentially flat compared to the second quarter of 2013, due to lower restructuring and administrative expenses. The non-GAAP adjusted EBITDA loss, which does not include restructuring, increased to $1.0 million in the second quarter of 2014, compared to $.6 million in the second quarter of 2013, due to the factors described above.

Corporate and Other

Corporate and other expenses totaled $3.3 million in the second quarter of 2014, compared to $2.3 million in the second quarter of 2013. The increase was due primarily to an $.8 million reserve related to a potential settlement with the SEC for an investigation initiated in 2010.

Cash and Liquidity

During the quarter, operating working capital (accounts receivable and inventory, net of accounts payable and customer deposits) increased $6.4 million to $26.0 million or 10% of annualized second-quarter 2014 sales, due to the reduction in customer deposits as deliveries have been completed, and lower trade payables balances.

Cash assets totaled $11.6 million at June 30, 2014, a slight increase of $0.1 million from March 31, 2014. At June 30, 2014, the Company’s $20 million line of credit was undrawn.

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, steel, 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 over 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 release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve

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risks, uncertainties and assumptions, such as statements regarding our future financial condition or results of operations and our prospects and strategies for future growth. Statements in this release that are not historical are forward-looking statements. These statements are based on current expectations, and we undertake no obligation to update these statements to reflect events or circumstances occurring after this release. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include, but are not limited to: expectations regarding our business, end-markets, relationships with customers and our ability to diversify our customer base; the impact of competition and economic volatility on the industries in which we compete; our ability to realize revenue from customer orders and backlog; the impact of regulation on our end-markets, including the wind energy industry in particular; the sufficiency of our liquidity and working capital; our restructuring plans and the associated cost savings; our ability to preserve and utilize our tax net operating loss carry-forwards; and other risks and uncertainties described in our filings with the Securities and Exchange Commission, including those contained in Part I, Item 1A “Risk Factors” of our Annual Reports on Form 10-K.

BWEN INVESTOR CONTACT: Joni Konstantelos, 708.780.4819 joni.konstantelos@bwen.com

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

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

	June 30,			December 31,
	2014			2013
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,799		$	24,936
Short-term investments	700			1,143
Restricted cash	83			83
Accounts receivable, net of allowance for doubtful accounts of $111 and $17 as of June 30, 2014 and December 31, 2013, respectively	24,736			18,735
Inventories, net	36,294			37,143
Prepaid expenses and other current assets	1,991			2,325
Assets held for sale	2,063			1,970
Total current assets	76,666			86,335
Property and equipment, net	66,336			69,077
Intangible assets, net	5,681			5,903
Other assets	2,176			2,379
TOTAL ASSETS	$	150,859		$	163,694
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	157		$	201
Current portions of capital lease obligations	941			933
Accounts payable	20,487			27,537
Accrued liabilities	9,838			8,115
Customer deposits	14,496			22,993
Liabilities held for sale	1,361			749
Total current liabilities	47,280			60,528
LONG-TERM LIABILITIES:
Long-term debt, net of current maturities	2,610			2,755
Long-term capital lease obligations, net of current portions	725			1,193
Other	3,604			3,888
Total long-term liabilities	6,939			7,836
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; 14,760,654 and 14,627,990 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively	15			15
Additional paid-in capital	376,618			376,125
Accumulated deficit	(279,993		)	(280,810		)
Total stockholders’ equity	96,640			95,330
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	150,859		$	163,694

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenues	$	68,381		$	52,945		$	127,181		$	98,451
Cost of sales	59,231			48,338			112,669			91,219
Restructuring	519			1,206			788			1,661
Gross profit	8,631			3,401			13,724			5,571
OPERATING EXPENSES:
Selling, general and administrative	5,620			5,117			11,537			10,505
Intangible amortization	111			665			222			1,330
Regulatory settlement	750			—			750			—
Restructuring	49			107			109			708
Total operating expenses	6,530			5,889			12,618			12,543
Operating income (loss)	2,101			(2,488		)	1,106			(6,972		)
OTHER (EXPENSE) INCOME, net:
Interest expense, net	(184		)	(227		)	(344		)	(618		)
Other, net	(16		)	180			120			515
Gain on sale of assets and restructuring	—			2,953			—			2,966
Total other (expense) income, net	(200		)	2,906			(224		)	2,863
Net income (loss) from continuing operations before provision for income taxes	1,901			418			882			(4,109		)
Provision for income taxes	41			14			65			36
INCOME (LOSS) FROM CONTINUING OPERATIONS	1,860			404			817			(4,145		)
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX	—			—			—			(210		)
NET INCOME (LOSS)	$	1,860		$	404		$	817		$	(4,355	)
NET INCOME (LOSS) PER COMMON SHARE - BASIC:
Income (loss) from continuing operations	$	0.13		$	0.03		$	0.06		$	(0.29	)
Loss from discontinued operations	—			—			—			(0.01		)
Net income (loss)	$	0.13		$	0.03		$	0.06		$	(0.30	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic	14,732			14,422			14,696			14,345
NET INCOME (LOSS) PER COMMON SHARE - DILUTED:
Income (loss) from continuing operations	$	0.12		$	0.03		$	0.05		$	(0.29	)
Loss from discontinued operations	—			—			—			(0.01		)
Net income (loss)	$	0.12		$	0.03		$	0.05		$	(0.30	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Diluted	15,180			14,597			15,179			14,345

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 (IN THOUSANDS)

(UNAUDITED)

	Six Months Ended June 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	817		$	(4,355	)
Loss from discontinued operations	—			210
Income (loss) from continuing operations	817			(4,145		)
Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization expense	6,264			8,033
Impairment charges	—			288
Stock-based compensation	330			972
Allowance for doubtful accounts	94			(174		)
Common stock issued under defined contribution 401(k) plan	163			337
Loss (gain) on disposal of assets	5			(3,657		)
Changes in operating assets and liabilities:
Accounts receivable	(6,094		)	(638		)
Inventories	849			(13,606		)
Prepaid expenses and other current assets	443			535
Accounts payable	(6,317		)	11,174
Accrued liabilities	1,723			431
Customer deposits	(8,496		)	14,073
Other non-current assets and liabilities	(327		)	153
Net cash (used) provided by operating activities	(10,546		)	13,776
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale securities	(2,563		)	(606		)
Sales of available for sale securities	1,051			—
Maturities of available for sale securities	1,955			—
Purchases of property and equipment	(4,542		)	(2,729		)
Proceeds from disposals of property and equipment	1,045			12,453
Net cash (used) provided by investing activities	(3,054		)	9,118
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on lines of credit and notes payable	(43		)	(80,209		)
Proceeds from lines of credit and notes payable	—			75,208
Principal payments on capital leases	(494		)	(1,148		)
Net cash used in financing activities	(537		)	(6,149		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(14,137		)	16,745
CASH AND CASH EQUIVALENTS, beginning of the period	24,936			516
CASH AND CASH EQUIVALENTS, end of the period	$	10,799		$	17,261
Supplemental cash flow information:
Interest paid	$	212		$	559
Income taxes paid	$	2		$	13
Non-cash investing and financing activities:
Issuance of restricted stock grants	$	186		$	727
Common stock issued under defined contibution 401(k) plan	$	163		$	337

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

SELECTED SEGMENT FINANCIAL INFORMATION

(IN THOUSANDS)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(unaudited)						(unaudited)
REVENUES:
Towers and Weldments	$	52,891		$	39,089		$	101,185		$	68,960
Gearing	12,424			10,445			21,198			21,164
Services	3,482			4,065			5,920			11,549
Corporate and Other	(416		)	(654		)	(1,122		)	(3,223		)
Total revenues	$	68,381		$	52,945		$	127,181		$	98,450
OPERATING (LOSS) PROFIT:
Towers and Weldments	$	8,561		$	5,063		$	14,172		$	7,217
Gearing	(1,800		)	(3,975		)	(4,765		)	(6,953		)
Services	(1,319		)	(1,262		)	(2,658		)	(1,962		)
Corporate and Other	(3,341		)	(2,314		)	(5,643		)	(5,274		)
Total operating profit/(loss)	$	2,101		$	(2,488	)	$	1,106		$	(6,972	)

BROADWIND ENERGY, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS)

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 months ended June 30, 2014 and 2013. 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.

Consolidated

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014		2013
	(unaudited)						(unaudited)
Operating income(loss)	$	2,101		$	(2,488	)	$	1,106	$	(6,972	)
Depreciation and amortization	3,150			3,842			6,264		7,648
Restructuring	568			1,313			897		2,369
Other (loss) income	(16		)	180			120		515
Share-based compensation and other stock payments	107			702			330		1,325
Total Adjusted EBITDA (Non-GAAP)	$	5,910		$	3,549		$	8,717	$	4,885

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Towers and Weldments Segment

	Three Months Ended June 30,					Six Months Ended June 30,
	2014			2013		2014			2013
	(unaudited)					(unaudited)
Operating income	$	8,561		$	5,063	$	14,172		$	7,217
Depreciation	1,006			949		1,991			1,900
Restructuring expense	8			38		26			115
Other income (loss)	(19		)	115		(17		)	273
Share-based compensation and other stock payments	1			117		45			246
Total Adjusted EBITDA (Non-GAAP)	$	9,557		$	6,282	$	16,217		$	9,751

Gearing Segment

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(unaudited)						(unaudited)
Operating loss	$	(1,800	)	$	(3,975	)	$	(4,765	)	$	(6,953	)
Depreciation and amortization	1,805			2,745			3,606			5,455
Restructuring expense	560			952			871			1,174
Other income (loss)	1						3			(14		)
Share-based compensation and other stock payments	72			131			131			211
Total Adjusted EBITDA (Non-GAAP)	$	638		$	(147	)	$	(154	)	$	(127	)

Services Segment

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(unaudited)						(unaudited)
Operating loss	$	(1,319	)	$	(1,262	)	$	(2,658	)	$	(1,962	)
Depreciation	306			342			619			655
Restructuring expense				114						234
Other income (loss)	2			65			134			256
Share-based compensation and other stock payments	2			128			17			168
Total Adjusted EBITDA (Non-GAAP)	$	(1,009	)	$	(613	)	$	(1,888	)	$	(649	)

Corporate and Other

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	(unaudited)						(unaudited)
Operating loss	$	(3,341	)	$	(2,314	)	$	(5,643	)	$	(5,274	)
Depreciation	33			12			48			23
Restructuring expense				3						461
Share-based compensation and other stock payments	32			326			137			700
Total Adjusted EBITDA (Non-GAAP)	$	(3,276	)	$	(1,973	)	$	(5,458	)	$	(4,090	)

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EX-99.2

Exhibit 99.2

Broadwind Energy, Inc. Q2 2014 Investor Call Presentation July 31, 2014 © 2014 Broadwind Energy, Inc. All Rights Reserved.

Industry Disclaimer and Forward-Looking Statements Broadwind obtained the industry and market data used throughout this presentation from our 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 our control. This presentation includes various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks , uncertainties and assumption, such as statements regarding our future financial condition or results of operations or prospects and strategies for future growth. Statements in this presentation that are not historical are forward-looking statements. These statements are based on current expectations and we undertake no obligation to update these statements to reflect events or circumstances occurring after this presentation. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include, but are not limited to: expectations regarding our business, end-markets, relationships with customers and our ability to diversify our customer base; the impact of competition and economic volatility on the industries in which we compete; our ability to realize revenue from customer orders and backlog; the impact of regulation on end-markets, including the wind energy industry in particular; the sufficiency of our liquidity and working capital; our restructuring plans and the associated cost savings; the ability to preserve and utilize our tax net operating loss carry-forwards; and other risks and uncertainties described in our filings with the Securities and Exchange Commission, including those contained in Part I, Item A “Risk Factors” of our Annual Reports on Form 10-K. This presentation contains non-GAAP financial information. We believe that certain non-GAAP financial measures may provide users of this financial information meaningful comparisons between current results and results in prior operating periods. We believe 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 to, our reported results prepared in accordance with GAAP. Please see our earnings release dated July 31, 2014 for a reconciliation of certain non-GAAP measures presented in this presentation. 2 © 2014 Broadwind Energy, Inc. All rights reserved. 7/31/2014

Q2 2014 Overview End Market Environments Wind – continued consistent demand for wind towers in 2015-16 Oil & Gas – strong demand for gearing and fabrications Steel – strong demand for gearing Mining – demand remains flat for gearing and fabrications Q2 2014 Highlights Generated $.12 EPS Margins improved by +470 bp from Q2 2013 Inventory reduction of $3M from Q1- 2014 as expected Strong order intake in Gearing, +$18M Increased quoting activity and orders in Services 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 3

Orders and Backlog 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 4 Orders – $M $34M in tower orders announced after Q2 Gearing order rate highest in over 4 years; nice mix of wind and industrial Services orders up 69% over prior year and highest since Q4 2012; quoting activity up Order Backlog – $M Q2 2014 ending backlog of $222M Q2 2014 backlog up 56% from Q2 2013 93% of 2014 revenue shipped or in backlog at 6/30/14 Q2 2013 Q2 2014 Towers and Weldments $17.5 $0.9 Gearing 4.8 18.3 Services 2.6 4.4 Total $24.9 $23.6

Wind Market Large electricity users (Google, Microsoft) seeking wind power Yield Co’s coming to marketlower cost of capital EPA carbon regulations cleaner technologies become more valuable Below the 5 year average of natural gas inventories Turbine manufacturers continue to focus on lowering LCOE – Ohio passed 2 year freeze on RPS – Continued dysfunction in Washington 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 5

Gearing Fundamentals 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 6 Market Trend Highlights Wind + Replacement Gearing O&G + Strong Market Drivers Steel + Increase in Capex Spend Mining - Little Growth Productivity Inventory Turns Notable Improvements Reduced past due backlog by >70% compared to Q2 13 Continued reduction in defect rate >50% improvement in sales/direct labor employee compared to Q2 13 Cycle times cut on average by >50%

Consolidated Financial Results 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 7 Q2 2014 Comments Sales up 29% from Q2 2013 – Towers and Weldments + 39%, Gearing +19% Gross margin (ex. restructuring) + 470 bp from Q2 2013 – higher volumes and improved productivity in Towers and Gearing Operating expense higher than Q2 2013 due to reserve for potential settlement of 2010 SEC investigation EPS $.12, significantly ahead of Q2 2013; achieved solid year-to-date profitability 2013 2014 2013 2014 Revenue-$M 52.9 $ 68.4 $ 98.5 $ 127.2 $ Gross Profit-$M 3.4 8.6 5.6 13.7 -% (ex. Restructuring) 8.7% 13.4% 7.3% 11.4% Operating Expense-$M 5.9 6.5 12.5 12.6 -% (ex. Restructuring) 10.9% 9.5% 12.0% 9.8% Operating Income/(Loss)-$M (2.5) 2.1 (7.0) 1.1 Net Income (Loss), Continuing-$M 0.4 1.9 (4.1) 0.8 Adj. EBITDA-$M 3.5 5.9 4.9 8.7 EPS (diluted), Continuing 0.03 0.12 (0.29) 0.05 Q2 YTD

Towers and Weldments 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 8 Second Quarter 2014 Highlights Tower volume increased 39% compared to Q2 2013 Short-term reduction in industrial weldment revenue from large mining customer Q2 2014 productivity increase from higher volume, process improvements and material sourcing savings Operating profit up 69% due to higher volumes, improved production flow, material sourcing savings and higher margin mix 2013 2014 2013 2014 Towers 85 119 158 227 Sections 282 380 566 732 Revenue-$M 39.1 $ 52.9 $ 69.0 $ 101.2 $ EBITDA-$M 6.3 9.6 9.8 16.2 Op. Income-$M 5.1 8.6 7.2 14.2 Op. Margin 13.0% 16.2% 10.5% 14.0% Q2 YTD June 30,

Gearing 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 9 Revenue up 19% due to improved plant throughput and reduction in past-due backlog EBITDA up due to improved throughput and the benefits of the plant consolidation Operating loss reduced by 55% due to increased volume, improved productivity and lower restructuring $18M in new orders; good mix of wind and industrial Second Quarter 2014 Highlights 2013 2014 2013 2014 Revenue-$M 10.4 $ 12.4 $ 21.2 $ 21.2 $ EBITDA-$M (0.1) 0.6 (0.1) (0.2) Op. Loss-$M (4.0) (1.8) (7.0) (4.8) Op. Margin -38.1% -14.5% -32.9% -22.5% Q2 YTD June 30,

Services 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 10 Second Quarter 2014 Highlights Industry recovering – quoting activity up; highest quarterly order rate since Q4 2012 Revenue down 14% from Q2 2013 – lower industrial drivetrain assembly work, partly offset by higher demand for blade repair work Operating loss flat due to lower restructuring and administrative expenses 2013 2014 2013 2014 Revenue-$M 4.1 $ 3.5 $ 11.5 $ 5.9 $ EBITDA-$M (0.6) (1.0) (0.6) (1.9) Op. Loss-$M (1.3) (1.3) (2.0) (2.7) Op. Margin -31.0% -37.9% -17.0% -44.9% Q2 YTD June 30,

Operating Working Capital 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 11 6/30/14 operating working capital increased $6.4M from 3/31/14 to $26.0M Operating working capital was 10% of annualized Q2 2014 sales Operating working capital expected to decline by year end as customer deposits increase *Operating Working Capital = Trade Receivables + Inventories – Trade Payables – Customer Deposits

Debt and Liquidity 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 12 Net debt negative Debt and capital leases less than $5M More than half of outstanding debt is low or 0% interest rates from New Markets Tax Credit and other grant financing $20M credit line remained undrawn at 6/30/14 6/30/2014 $M AloStar line of credit - Long-term debt - Capital leases 1.7 $ Subtotal: debt ex. grants 1.7 Grants/tax credits 2.7 Total Debt 4.4 Less: Cash and related assets 11.6 Net Debt (7.2) $ 

2014 Financial Outlook 7/31/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 13 2014 EPS Walk Q1 and Q4 are typically the weakest quarters 2014 growth mainly from Towers revenue, but increasing contribution from Gearing Q3 results expected to be lower than Q2 due to tower model conversions Remain on track to achieve full-year guidance FY 2010 FY 2011 FY 2012 FY 2013 2014 E Q3 14 Q3 13 Revenue-$M 137.0 $ 186.0 $ 210.7 $ 215.7 $ $255-265 $65-68 60.9 $ Gross Profit-$M 1.9 7.2 6.8 12.3 4.6 -% (ex. Restructuring) 1.4% 3.9% 4.0% 8.0% 10-12% > 10% 9.4% Operating Expense-$M 30.4 27.6 24.1 25.6 6.9 -% (ex. Restructuring) 22.2% 14.6% 11.1% 11.3% 9-10% < 10% 11.2% Impairment Exp. -$M 40.8 0 Operating Profit (Loss)-$M (69.2) (20.4) (17.3) (13.2) positive .05-1.0 (2.3) Adj. EBITDA-$M (9.2) (2.1) 5.5 10.3 >16 4.5-5.0 2.7 EPS, Continuing - $ (6.56) (1.79) (1.27) (0.72) positive .02-.06 (0.18)

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