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): October 30, 2018  

BROADWIND ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-34278	88-0409160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. [   ]

Item 2.02. Results of Operations and Financial Condition.

On October 30, 2018, Broadwind Energy, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended September 30, 2018.  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 October 30, 2018 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 shall 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 October 30, 2018
99.2		Investor Presentation dated October 30, 2018

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.
Date: October 30, 2018	By:	/s/ Stephanie K. Kushner
		Stephanie K. Kushner
		Chief Executive Officer (Principal Executive Officer)

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press Release dated October 30, 2018
99.2	Investor Presentation dated October 30, 2018

EX-99.1

EXHIBIT 99.1

Broadwind Energy Announces Q3 2018 Results

Highlights:

• Q3 2018 orders up 12% from 2017 to $20 million – reflects the receipt of a significant replacement order for wind gearing and strong mining demand
  
  
• Q3 2018 revenue of $31 million up 6% from Q3 2017
  
  
• Q3 2018 net loss per share narrows to $.05 from $.15 during Q3 2017; Gearing segment reaches profitability milestone
  
  
• Q3 2018 adjusted EBITDA of $.2 million in line with guidance (please refer to the reconciliation of GAAP measures to non-GAAP measures at the end of this release)
  
  
• New Markets Tax Credits financing loan extinguished, resulting in $2.2 million gain

CICERO, Ill., Oct. 30, 2018 (GLOBE NEWSWIRE) -- Broadwind Energy, Inc. (NASDAQ: BWEN) reported sales of $31.4 million in Q3 2018, up 6% compared to $29.6 million in Q3 2017. The increase in sales was due primarily to continued strong gearing shipments and increased heavy fabrications, partly offset by lower Process Systems revenue.

The Company reported a net loss of $.8 million, or $.05 per share, in Q3 2018, compared to a loss of $2.2 million, or $.15 per share, in Q3 2017. The current year quarter results included a $2.2 million gain from the New Market Tax Credit loan which was extinguished as expected during the quarter.

Non-GAAP adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, share-based payments, restructuring costs and impairment expense) totaled $.2 million in Q3 2018, compared to $.9 million in Q3 2017 (please refer to the reconciliation of GAAP measures to non-GAAP measures at the end of this release).

Broadwind CEO Stephanie Kushner stated, “Our Gearing segment was profitable in the third quarter, marking a significant milestone for the company. This reflects an improved flow of materials, higher productivity and higher plant utilization. Orders continued to be strong across all market segments. With an 8-month backlog, we are positioned well in this segment for 2019.”

Our towers business continues to experience the adverse effects of steel tariffs and increasing competition from imported towers. As indicated in our pre-announcement earlier in the quarter, we have reduced our production rate in response to a short-term gap in steel deliveries, which we believe will continue to be a challenge in the fourth quarter. Early 2019 is lining up to be much stronger, with a more normal cadence of tower production. Production of other heavy fabrications, particularly for mining and construction, continues to grow and is partially offsetting the current weakness in our towers business.”

Kushner concluded, “Due to low tower shipments, our fourth quarter earnings outlook is for revenues in the $25-26 million range, and an EBITDA loss of approximately $1-2 million. 2019 is lining up to be much stronger, with Q1 revenues approaching $40 million and the business generating positive EBITDA.  We expect to report further progress throughout 2019, as our Towers business enters a stronger market.”

For the nine months ended September 30, 2018, revenue totaled $98.2 million, compared to $129.0 million for the nine months ended September 30, 2017. The 24% decrease was due primarily to $41.1 million lower sales in the Towers and Heavy Fabrications segment as a result of a 40% decrease in tower sections sold and a lower average sales price, partially offset by increased volume of heavy fabrications due primarily to the recovery in mining and other industrial markets. Gearing segment revenues increased $10.0 million resulting from the recovery primarily in demand from oil and gas customers and growth in volumes of custom gearboxes.

Net loss for the nine months ended September 30, 2018 totaled $11.7 million, a significant decrease from net income of $3.3 million, for the nine months ended September 30, 2017. The comparison reflects weaker tower sales plus a number of one-time items, including a goodwill impairment charge of $5.0 million in the current year and the absence of a $5.0 million income tax benefit recorded in 2017 associated with the Red Wolf acquisition. The current year results also benefited from the $2.2 million impact of the extinguishment of the New Markets Tax Credit loan discussed above.

The Company reported non-GAAP adjusted EBITDA of $.7 million for the nine months ended September 30, 2018 compared to $6.7 million for the nine months ended September 30, 2017. The decrease was due primarily to the low capacity utilization in our tower plants, partly offset by the Gearing segment recovery (please refer to the reconciliation of GAAP measures to non-GAAP measures at the end of this release).

Orders and Backlog

The Company booked $19.7 million of net new orders in Q3 2018, up 12% from $17.7 million in Q3 2017. Gearing orders totaled $11.5 million in Q3 2018, up from $10.6 million in Q3 2017 due primarily to timing of replacement gearing orders from a wind customer. Towers and Heavy Fabrications orders totaled $3.8 million in Q3 2018, up from $1.8 million in Q3 2017 due primarily to higher demand from mining and other industrial customers. Process Systems orders totaled $4.4 million in Q3 2018 compared to $5.3 million in Q3 2017 due to lower customer demand for natural gas turbine content.

At September 30, 2018, total backlog was $106.5 million, compared to $117.7 million at June 30, 2018.

Segment Results

Towers and Heavy Fabrications

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

Towers and Heavy Fabrications segment sales totaled $17.3 million in Q3 2018, compared to $16.0 million in Q3 2017. The increase was due to a 5% increase in tower sections sold and higher heavy fabrications revenue due primarily to strong demand from mining and other industrial customers, partly offset by a lower average sales price on the towers sold.

Towers and Heavy Fabrications segment operating loss narrowed to $0.8 million in Q3 2018 compared to $1.5 million in Q3 2017. The improvement was primarily due to higher production volumes resulting in better plant utilization and $.2 million reduced overhead and operating expenses. Net loss for the Towers and Heavy Fabrications segment narrowed to $.6 million in Q3 2018, compared to $.9 million in Q3 2017. Non-GAAP Adjusted EBITDA in Q3 2018 was $.6 million compared to Non-GAAP Adjusted EBITDA loss of $.2 million in Q3 2017 (please refer to the reconciliation of GAAP measures to non-GAAP measures at the end of this release). The increase was due primarily to the factors described above.

Gearing

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

Gearing segment sales totaled $10.1 million in Q3 2018, compared to $7.6 million in Q3 2017. The $2.5 million increase was due to continued strong sales to oil and gas and other industrial customers.  

Operating income for Q3 2018 totaled $.3 million, compared to an operating loss of $.4 million in Q3 2017. The improvement was due to increased plant utilization and productivity, partially offset by higher commission expense related to the sales growth. The net income for the Gearing segment totaled $.3 million in Q3 2018, compared to net loss of $.4 million in Q3 2017. Non-GAAP adjusted EBITDA was $1.0 million in Q3 2018 compared to $.3 million in Q3 2017 due mainly to the factors described above (please refer to the reconciliation of GAAP measures to non-GAAP measures at the end of this release).

Process Systems

Broadwind Energy designs and manufactures custom, modular systems for compression, filtration and other specialized process applications for the global market. On February 1, 2017, the Company acquired Red Wolf which has been combined with the Abilene-based compressed natural gas (“CNG”) and fabrication business, previously reported as a part of Towers and Heavy Fabrications, to form the Process Systems segment.

Process Systems revenue totaled $4.2 million in Q3 2018 compared to $6.1 million in Q3 2017 due to lower customer demand for natural gas turbine content, partially offset by higher sales to other industrial customers.

The operating loss totaled $.9 million in Q3 2018 compared to operating income of $.1 million in Q3 2017 primarily due to the lower sales volume, partially offset by improved utilization of the Abilene production facility. Net loss totaled $2.5 million in Q3 2018 compared to net income of $4.3 million in Q3 2017 also reflecting the absence of a $5.1 million income tax benefit related to the Red Wolf acquisition recorded in Q3 2017. Non-GAAP adjusted EBITDA loss totaled $.3 million in Q3 2018 down from non-GAAP adjusted EBITDA of $.6 million in Q3 2017. The decrease was due primarily to lower sales volumes described above. 

Corporate

Corporate and other expenses increased to $1.3 million in Q3 2018 compared to $.1 million in Q3 2017. The increase is due mainly to absence of the reversal of the Red Wolf earn-out reserve of $1.4 million recorded in the prior year period, partly offset by $.4 million of lower salaries and benefits expense due to reduced staffing.

Cash and Liquidity

During Q3 2018, operating working capital (accounts receivable and inventory, net of accounts payable and customer deposits) increased $3.8 million to $18.1 million due primarily to growth in inventories to support gearing demand and timing of customer receipts.

Debt and capital leases totaled $23.2 million at September 30, 2018. The Company’s $25 million line of credit with CIBC Bank USA had a balance of $18.8 million at September 30, 2018 and $5.8 million of availability. The Company was in compliance with all bank covenants at September 30, 2018.  Following quarter-end, the Company entered into an amendment to the credit facility which eliminated the fixed charge and capital spending covenants and introduced a minimum EBITDA requirement.

Cash assets (cash and short-term investments) remained near zero as expected because the Company’s cash and receipts are automatically applied to the outstanding credit line balance consistent with the terms of the credit line.

On July 31, 2018 the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Roth Capital Partners, LLC. During the three months ended September 30, 2018, the Company issued 15,112 shares of the Company’s common stock under the ATM Agreement and the net proceeds (before upfront costs) to the Company from the sale of the Company’s common stock were approximately $33 after deducting commissions paid of approximately $1. As of September 30, 2018, approximately $9,967 remained available for issuance with respect to the ATM Agreement.

About Broadwind Energy, Inc.
Broadwind Energy, Inc. (NASDAQ: BWEN) is a precision manufacturer of structures, equipment and components for clean tech and other specialized applications. From gears and gearing systems for wind, oil and gas and mining applications, to wind towers and industrial weldments, we have solutions for the clean tech, energy and infrastructure needs of the future. With facilities throughout the U.S., Broadwind Energy's talented team 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”—that is, statements related to future, not past, events—as defined in Section 21E 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. Forward looking statements include any statement that does not directly relate to a current or historical fact. 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.

Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following: (i) 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 and state renewable portfolio standards; (ii) 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; (iii) our ability to continue to grow our business organically and through acquisitions; (iv) our production, sales, collections, customer deposits and revenues generated by new customer orders and the resulting cash flows; (v) the sufficiency of our liquidity and alternate sources of funding, if necessary; (vi) our ability to realize revenue from customer orders and backlog; (vii) our ability to operate our business efficiently, manage capital expenditures and costs effectively, and generate cash flow; (viii) the economy and the potential impact it may have on our business, including our customers; (ix) the state of the wind energy market and other energy and industrial markets generally and the impact of competition and economic volatility in those markets; (x) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xi) the effects of the change of administrations in the U.S. federal government; (xii) our ability to successfully integrate and operate the business of Red Wolf Company, LLC and to identify, negotiate and execute future acquisitions; and (xiii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; and (xiv) 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 results to be materially different from the forward-looking statements including, but not limited to, those set forth under the caption “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017 and in subsequent filings, including the amended and restated risk factors set forth under the caption ‘Risk Factors” in Item 1A of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. 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.

BROADWIND ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

			September 30,			December 31,
			2018			2017
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	142		$	78
	Accounts receivable, net of allowance for doubtful accounts of $177
	and $225 as of September 30, 2018 and December 31, 2017, respectively			16,727			13,644
	Inventories, net			23,541			19,279
	Prepaid expenses and other current assets			1,817			1,798
	Current assets held for sale			19			580
		Total current assets		42,246			35,379
LONG-TERM ASSETS:
	Property and equipment, net			50,711			55,693
	Goodwill			-			4,993
	Other intangible assets, net			14,665			16,078
	Other assets			412			207
TOTAL ASSETS			$	108,034		$	112,350
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Line of credit, NMTC and other notes payable		$	19,684		$	14,138
	Current maturities of long-term debt			-			114
	Current portions of capital lease obligations			954			762
	Accounts payable			14,424			11,756
	Accrued liabilities			4,820			4,393
	Customer deposits			7,773			9,791
	Current liabilities held for sale			28			30
		Total current liabilities		47,683			40,984
LONG-TERM LIABILITIES:
	Long-term debt, net of current maturities			1,760			797
	Long-term capital lease obligations, net of current portions			818			941
	Other			2,268			3,557
		Total long-term liabilities		4,846			5,295
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; 15,890,605
	and 15,480,299 shares issued as of September 30, 2018 and
	December 31, 2017, respectively			16			15
	Treasury stock, at cost, 273,937 shares as of September 30, 2018 and December 31, 2017,
	respectively			(1,842	)		(1,842	)
	Additional paid-in capital			381,175			380,005
	Accumulated deficit			(323,844	)		(312,107	)
		Total stockholders' equity		55,505			66,071
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	108,034		$	112,350

BROADWIND ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

		Three Months Ended September 30,						Nine Months Ended September 30,
		2018			2017			2018			2017
Revenues		$	31,445		$	29,595		$	98,193		$	129,017
Cost of sales			29,802			28,581			94,228			117,757
Restructuring			157			-			388			-
Gross profit			1,486			1,014			3,577			11,260
OPERATING EXPENSES:
Selling, general and administrative			3,627			2,374			10,020			10,711
Impairment charges			-			-			4,993			-
Intangible amortization			471			471			1,413			1,293
Restructuring			-			-			36			-
	Total operating expenses		4,098			2,845			16,462			12,004
Operating (loss)			(2,612	)		(1,831	)		(12,885	)		(744	)
OTHER (EXPENSE) INCOME, net:
Interest expense, net			(372	)		(228	)		(1,022	)		(584	)
Other, net			2,247			(12	)		2,243			17
	Total other income (expense), net		1,875			(240	)		1,221			(567	)
Net (loss) before provision for income taxes			(737	)		(2,071	)		(11,664	)		(1,311	)
Provision (benefit) for income taxes			13			(22	)		(20	)		(5,056	)
(LOSS) INCOME FROM CONTINUING OPERATIONS			(750	)		(2,049	)		(11,644	)		3,745
LOSS FROM DISCONTINUED OPERATIONS			(33	)		(158	)		(93	)		(405	)
NET (LOSS) INCOME		$	(783	)	$	(2,207	)	$	(11,737	)	$	3,340
NET (LOSS) INCOME PER COMMON SHARE - BASIC:
(Loss) income from continuing operations		$	(0.05	)	$	(0.14	)	$	(0.76	)	$	0.25
Loss from discontinued operations			(0.00	)		(0.01	)		(0.00	)		(0.03	)
Net (loss) income		$	(0.05	)	$	(0.15	)	$	(0.76	)	$	0.22
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC			15,541			15,095			15,390			15,013
NET (LOSS) INCOME PER COMMON SHARE - DILUTED:
(Loss) income from continuing operations		$	(0.05	)	$	(0.14	)	$	(0.76	)	$	0.24
Loss from discontinued operations			(0.00	)		(0.01	)		(0.00	)		(0.02	)
Net (loss) income		$	(0.05	)	$	(0.15	)	$	(0.76	)	$	0.22
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED			15,541			15,095			15,390			15,345

BROADWIND ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

				Nine Months Ended September 30,
				2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss) income			$	(11,737	)	$	3,340
	Loss from discontinued operations				(93	)		(405	)
	(Loss) income from continuing operations				(11,644	)		3,745
Adjustments to reconcile net cash used in operating activities:
		Depreciation and amortization expense			6,990			6,571
		Impairment charges			4,993			-
		Deferred income taxes			(45	)		(5,056	)
		Remeasurement of contingent consideration			(1,140	)		(1,394	)
		Stock-based compensation			685			651
		Extinguishment of New Markets Tax Credit obligation			(2,249	)		-
		Allowance for doubtful accounts			(48	)		13
		Common stock issued under defined contribution 401(k) plan			537			175
		Gain on disposal of assets			(23	)		(12	)
		Changes in operating assets and liabilities, net of acquisition:
			Accounts receivable		(3,035	)		5,281
			Inventories		(3,814	)		10,928
			Prepaid expenses and other current assets		(19	)		377
			Accounts payable		3,576			(9,284	)
			Accrued liabilities		1,567			(2,643	)
			Customer deposits		(2,018	)		(15,934	)
			Other non-current assets and liabilities		(1,546	)		(45	)
Net cash used in operating activities of continued operations					(7,233	)		(6,627	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash paid in acquisition				-			(16,449	)
	Sales of available for sale securities				-			2,221
	Maturities of available for sale securities				-			950
	Purchases of property and equipment				(2,018	)		(5,972	)
	Proceeds from disposals of property and equipment				583			5
Net cash used in investing activities of continued operations					(1,435	)		(19,245	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from line of credit				103,406			130,470
	Payments on line of credit				(95,493	)		(122,700	)
	Proceeds from long-term debt				2,060			-
	Payments on long-term debt				(536	)		-
	Principal payments on capital leases				(581	)		(557	)
	Proceeds from sale of common stock, net				(52	)		-
Net cash provided by financing activities of continued operations					8,804			7,213
								-
DISCONTINUED OPERATIONS:
	Operating cash flows				(72	)		(40	)
Net cash used in discontinued operations					(72	)		(40	)
Add: Cash balance of discontinued operations, beginning of period					-			2
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH					64			(18,697	)
CASH AND CASH EQUIVALENTS beginning of the period					78			18,738
CASH AND CASH EQUIVALENTS end of the period				$	142		$	41
Supplemental cash flow information:
	Interest paid			$	822		$	413
	Income taxes paid			$	94		$	52
Non-cash activities:
	Issuance of restricted stock grants			$	685		$	651
	Equipment additions via capital lease			$	-		$	1,582
	Contingent consideration related to business acquisition			$	-		$	2,534
Red Wolf acquisition:
	Assets acquired			$	-			26,491
	Liabilities assumed			$	-			7,508

BROADWIND ENERGY, INC. AND SUBSIDIARIES
SELECTED SEGMENT FINANCIAL INFORMATION
(IN THOUSANDS)
(UNAUDITED)

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2018			2017			2018			2017
ORDERS:
	Towers and Heavy Fabrications	$	3,767		$	1,764		$	21,080		$	32,331
	Gearing		11,530			10,566			33,044			29,530
	Process Systems		4,420			5,345			12,390			13,404
	Total orders	$	19,717		$	17,675		$	66,514		$	75,265
REVENUES:
	Towers and Heavy Fabrications	$	17,331		$	15,971		$	58,139		$	99,194
	Gearing		10,056			7,570			27,494			17,511
	Process Systems		4,155			6,054			12,680			12,312
	Corporate and Other		(97	)		-			(120	)		-
	Total revenues	$	31,445		$	29,595		$	98,193		$	129,017
OPERATING PROFIT/(LOSS):
	Towers and Heavy Fabrications	$	(755	)	$	(1,473	)	$	(1,535	)	$	7,177
	Gearing		346			(396	)		(941	)		(2,562	)
	Process Systems		(917	)		115			(7,581	)		(1,805	)
	Corporate and Other		(1,286	)		(77	)		(2,828	)		(3,554	)
	Total operating (loss)/profit	$	(2,612	)	$	(1,831	)	$	(12,885	)	$	(744	)

Non-GAAP Financial Measure
The Company provides non-GAAP adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, share-based payments, restructuring costs and impairment expense) as supplemental information regarding the Company’s business performance. The Company’s management uses adjusted EBITDA when it internally evaluates the performance of the Company’s business, 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, and it 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.

BROADWIND ENERGY, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS)
(UNAUDITED)

Consolidated		Three Months Ended September 30,						Nine Months Ended September 30,
		2018			2017			2018			2017
Net (Loss)/Income from continuing operations		$	(750	)	$	(2,049	)	$	(11,644	)	$	3,745
Interest Expense			372			228			1,022			584
Income Tax Provision/(Benefit)			13			(22	)		(20	)		(5,056	)
Depreciation and Amortization			2,284			2,267			6,990			6,571
Share-based Compensation and Other Stock Payments			370			439			1,214			900
Restructuring Costs			157			-			424			-
Impairment Charges			-			-			4,993			-
NMTC Extinguishment Gain			(2,249	)		-			(2,249	)		-
	Adjusted EBITDA (Non-GAAP)	$	197		$	863		$	730		$	6,744

Towers and Heavy Fabrications Segment	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net (Loss)/Income	$	(591	)	$	(901	)	$	(1,078	)	$	5,127
Interest Expense/(Benefit)		48			28			128			63
Income Tax (Benefit)/Provision		(214	)		(600	)		(587	)		2,003
Depreciation and Amortization		1,237			1,121			3,773			3,283
Share-based Compensation and Other Stock Payments		152			197			465			312
Adjusted EBITDA (Non-GAAP)	$	632		$	(155	)	$	2,701		$	10,788

Gearing Segment	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018			2017
Net Income/(Loss)	$	344	$	(393	)	$	(949	)	$	(2,568	)
Interest Expense		2		3			7			9
Income Tax Provision/(Benefit)		-		(7	)		0			(2	)
Depreciation and Amortization		566		610			1,742			1,847
Share-based Compensation and Other Stock Payments		77		72			220			113
Adjusted EBITDA (Non-GAAP)	$	989	$	285		$	1,020		$	(601	)

Process Systems	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net Income/(Loss)	$	(2,471	)	$	4,321		$	(7,092	)	$	(1,449	)
Interest Expense		1			1			2			4
Income Tax Provision/(Benefit)		1,552			(4,219	)		(498	)		(378	)
Depreciation and Amortization		429			477			1,304			1,278
Share-based Compensation and Other Stock Payments		18			18			70			34
Restructuring Expense		157			-			424			-
Impairment Expense		-			-			4,993			-
Adjusted EBITDA (Non-GAAP)	$	(314	)	$	598		$	(797	)	$	(511	)

Corporate and Other	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net (Loss)/Income	$	1,968		$	(5,076	)	$	(2,525	)	$	2,635
Interest Expense		321			196			885			508
Income Tax Provision/(Benefit)		(1,325	)		4,804			1,065			(6,679	)
Depreciation and Amortization		52			59			171			163
Share-based Compensation and Other Stock Payments		123			152			459			441
NMTC Extinguishment Gain		(2,249	)		-			(2,249	)		-
Adjusted EBITDA (Non-GAAP)	$	(1,110	)	$	135		$	(2,194	)	$	(2,932	)

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

EX-99.2

EXHIBIT 99.2

Q3 2018 Earnings Call October 30, 2018

Industry Data and Forward - Looking Statements Disclaimer ▪ Broadwind obtained the industry and market data used throughout this presentation from our own research, internal surveys and st udies conducted by third parties, independent industry associations or general publications and other publicly available informatio n. Independent industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not gu arantee the accuracy or completeness of such information. Forecasts are particularly likely to be inaccurate, especially over long periods of time. W e a re not aware of any misstatements in the industry data we have presented herein, but estimates involve risks and uncertainties and a re subject to change based on various factors beyond our control. ▪ Our forward - looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following: ( i ) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and th e related extension, continuation or renewal of federal tax incentives and grants and state renewable portfolio standards; (ii) our customer relat ion ships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and lev era ge relationships across business units; (iii) our ability to continue to grow our business organically and through acquisitions; (iv) our prod uct ion, sales, collections, customer deposits and revenues generated by new customer orders and the resulting cash flows; (v) the sufficiency of our liqu idi ty and alternate sources of funding, if necessary; (vi) our ability to realize revenue from customer orders and backlog; (vii) our ability to ope rate our business efficiently, manage capital expenditures and costs effectively, and generate cash flow; (viii) the economy and the potential imp act it may have on our business, including our customers; (ix) the state of the wind energy market and other energy and industrial markets gener all y and the impact of competition and economic volatility in those markets; (x) the effects of market disruptions and regular market volatility, in clu ding fluctuations in the price of oil, gas and other commodities; (xi) the effects of the change of administrations in the U.S. federal government; (x ii) our ability to successfully integrate and operate the business of Red Wolf Company, LLC and to identify, negotiate and execute future acquis iti ons; and (xiii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; and (xiv) 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. We are unde r n o 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, unce rta inties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. ▪ This presentation contains non - GAAP financial information. We believe 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. We believe tha t these non - GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a c omp arison of historical information that excludes certain infrequently occurring or non - operational items that impact the overall comparabili ty. Non - GAAP financial measures should be viewed in addition to, and not as an alternative to, our reported results prepared in accordance wi th GAAP. Please see our earnings release dated October 30, 2018 for a reconciliation of certain non - GAAP measures presented in this presentation. October 30, 2018 2

Highlights – Q3 ▪ Orders up 12% - customer diversification efforts on track ▪ $31.4M revenue and $.2M EBITDA - in line with guidance ▪ Tariffs and tight steel market remain a headwind for towers in Q4 ▪ Gearing segment reaches profitability milestone ▪ Order book building for strong 2019 October 30, 2018 3

Orders and Backlog ($ Millions) Orders Sept YTD: ▪ Tower orders depressed by steel price spike ▪ Rising demand for heavy fabrications for mining, construction, other ▪ Strong Gearing orders from oil & gas, mining, wind customers ▪ Process Systems: weaker demand for components for new gas turbines Backlog $107M October 30, 2018 Q3 17 Q3 18 YTD 9/30/17 YTD 9/30/18 YTD 2018 Book:Bill Towers & Heavy Fabrications $1.8 $3.8 $32.3 $21.1 .36 Gearing 10.6 11.5 29.5 33.0 1.21 Process Systems 5.3 4.4 13.4 12.4 .98 Total 17.7 19.7 75.2 66.5 .68 4 - 50 100 150 200 250 300 350 Q2 12 Q3 13 Q4 14 Q1 16 Q2 17 Q3 18 Towers and Heavy Fabrications Gears Process Systems

- 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 Orders from Diverse Customers Successful Diversification of BWEN Customer Base October 30, 2018 5 ▪ Diversification of customer base on track to meet $40M target for 2018 ▪ Oil and gas, mining and other industrial has grown to >$60M annual intake for BWEN $40M target YTD Orders - 10,000 20,000 30,000 40,000 50,000 60,000 70,000 Non - Wind Order Trend (T12M ) Oil & Gas Oth . Industrial Mining

Market Outlook – US Wind (GW) Source : MAKE Global Wind Market Outlook Update – Q3 2018 Forecast Development Pipeline - GW Source: AWEA Q3 2018 Market Report October 30, 2018 6 ▪ Adv. Development means turbines ordered or utility owned projects or PPA in place ▪ Project pipeline remains strong in support of 10+ GW outlook for 2019/20 ▪ 2021 forecast 7.5 GW 0 2 4 6 8 10 12 14 2015 2016 2017 2018e 2019e 2020e 2021e Forecast – GW Installations 0 5 10 15 20 25 30 35 40 Q1 16 Q3 16 Q1 17 Q3 17 Q1 18 Q3 18 GW Under construction at QE Adv. Development

Market Outlook - U.S. Gearing Production ($ millions) *Excluding automotive Sources: AGMA & IHS 7 October 30, 2018 0 500 1000 1500 2000 2500 3000 3500 4000 4500 5000 2012 2013 2014 2015 2016 2017 2018E 2019E 2020E 2021E ▪ Demand for gearing produced in US is expected to rise ~ 7% p.a. through 2019 then flatten ▪ Fastest growing markets include oil and gas, material handling and power equipment

2018 Priorities October 30, 2018 8 ▪ Continue focus on customer diversification ▪ Complete manufacturing footprint r eduction ▪ Restructure systems to support changing sales mix ▪ Continuous improvement to offset margin compression ▪ Manage through raw materials escalation risk ▪ Ensure steel supply to support strong 2019 production

Towers and Heavy Fabrications Q3 2017 Q3 2018 YTD 2017 YTD 2018 Orders ($M) $1.8 $3.8 $32.3 $21.1 Sections Sold (#) 126 132 790 476 Revenue ($M) 16.0 17.3 99.2 58.1 Operating Inc/(Loss) ($M) (1.5) (0.8) 7.2 (1.5) - % of Sales (9.2%) (4.4%) 7.2% (2.6%) EBITDA* ($M) (0.2) 0.6 10.8 2.7 - % of Sales (1.0%) 3.7% 10.9% 4.6% Q3 Results ▪ Segment orders up from PY - increased mining and industrial demand ▪ Q3 18 tower sections sold up slightly but down YTD ▪ Operating loss narrowed to $.8M – higher production volumes, better plant utilization, reduced overhead and operating expenses Priorities ▪ Diversify tower customer base and grow heavy fabrications business ▪ Cost out to offset margin pressure ▪ Build capabilities and customer base for heavy fabrications October 30, 2018 * Reconciliation to non - GAAP measure included in Appendix 9 356 352 344 387 400 264 126 30 143 201 132 Q1 16 Q2 16 Q3 16 Q4 16 Q1 17 Q2 17 Q3 17 Q4 17 Q1 18 Q2 18 Q3 18 Quarterly Tower Section Sales

Gearing Q3 2017 Q3 2018 YTD 2017 YTD 2018 Orders ($M) $10.6 $11.5 $29.5 $33.0 Revenue ($M) 7.6 10.1 17.5 27.5 Operating (Loss)/ Income ($M) (0.4) 0.3 (2.6) (0.9) EBITDA* ($M) 0.3 1.0 (0.6) 1.0 Q3 Results ▪ Orders up due primarily to timing of demand from wind customers ▪ Revenue up 33% compared to Q3 17 ▪ EBITDA $1M – increased plant utilization and productivity ▪ Achieved profitability milestone October 30, 2018 Priorities ▪ Continue diversification of customer base ▪ Achieve consistent operating pattern ▪ Grow and optimize Gearbox production ▪ Generate positive operating income * Reconciliation to non - GAAP measure included in Appendix 10 0.0 2.0 4.0 6.0 8.0 10.0 12.0 2013 2014 2015 2016 2017 Q1 18 Q2 18 Q3 18 $M Gearing Revenue by Market Oil & Gas Mining Wind Industrial Steel

October 30, 2018 Process Systems Q3 2017 Q3 2018 YTD 2017 YTD 2018 Orders ($M) $5.3 $4.4 $13.4 $12.4 Revenue ($M) 6.1 4.2 12.3 12.7 Operating income/(Loss) ($M) 0.1 (0.9) (1.8) (7.6) EBITDA* ($M) 0.6 (0.3) (0.5) (0.8) * Reconciliation to non - GAAP measure included in Appendix Q3 Results ▪ Process Systems includes Abilene - based CNG and fabrications, and Red Wolf as of Feb 1, 2017 ▪ Operating loss $.9M – lower sales volume partially offset by improved utilization in Abilene production facility Priorities ▪ Leverage increasing aftermarket opportunities in the NGT market ▪ Progress Red Wolf customer diversification ▪ Expand share with existing customers ▪ Exit CNG 11 - 2 4 6 8 10 12 14 $ Millions Cumulative YTD Order Trend New Gas Turbine Aftermarket Diverse

BWEN Consolidated Financial Results October 30, 2018 ▪ Q3 18 sales up YoY due to customer and end market diversification in Gearing and the Towers and Heavy Fabrications segments ▪ Gross profit up YoY due to improved productivity and plant utilization in Gearing. Strong cost management and productivity in Towers and Fabrications. ▪ Operating loss increased in Q3 18 due primarily to absence of the $1.4M reversal of Red Wolf earn - out reserve recorded in prior year ▪ $.14/share non - cash gain associated with the extinguishment of the NMTC transaction 12 Q3 17 Q3 18 YTD 17 YTD 18 Total Sales $29.6 $31.4 $129.0 $98.2 Gross Profit 1.0 1.5 11.3 3.6 Gross Profit % 3.4% 4.7% 8.7% 3.6% Recurring Operating Expense 4.2 4.1 13.4 12.6 Red Wolf earn - out and goodwill one - time items (1.4) - (1.4) 3.9 Total Operating Expenses 2.8 4.1 12.0 16.5 Operating (Loss) (1.8) (2.6) (0.7) (12.9) % of sales (6.2%) (8.3%) (0.6%) (13.1%) Adj. EBITDA 0.9 0.2 6.7 0.7 % of sales 2.9% 0.6% 5.2% 0.7% EPS, Continuing (.14) (.05) .25 (.76) $M except as noted otherwise

Operating Working Capital (OWC) October 30, 2018 ▪ Cash conversion increased to 54 days due primarily to timing of customer receipts/deposits ▪ OWC expected to decline as deposits are received to support production * Operating Working Capital = Trade A/R + Inventories – Trade Payables – Customer Deposits 12/31/17 6/30/18 9/30/18 DSO 70 44 49 Inv. Turns 5.0 6.7 5.1 DPO 44 41 44 Cash Conv. (days) 48 36 54 OWC $M 11.4 14.3 18.2 OWC* Historical Trend – cents/$ sales OWC* Management 13 $(0.05) $- $0.05 $0.10 $0.15 $0.20

Balance Sheet and Capital Expenditures October 30, 2018 $6.2 $6.6 2016 2017 2018e 2016 2017 2018e <1% Capital Expenditures (net) ▪ Cash receipts applied to reduce balance on credit line – minimize interest expense ▪ $25M credit line had $6M of additional availability at quarter - end ▪ Capital expenditures minimal in 2018 – Abilene tower facility expansion complete in 2017 ▪ 2019 capital expenditures ~2 - 3% of sales 14 % of sales 3.4% 4.5 % 12/31/20176/30/20189/30/2018 Cash Assets 0.1$ 0.1$ 0.1$ Accounts Receivable 13.6 17.9 16.7 Inventory 19.3 20.7 23.5 PPE 55.7 52.3 50.7 Other 23.7 17.7 17.0 Total Assets 112.4 108.7 108.0 Accounts Payable 11.8 15.7 14.4 Customer Deposits 9.8 8.7 7.8 Debt + Cap Leases 16.7 21.3 23.2 Other 8.1 7.0 7.1 Total Liabilities 46.4 52.7 52.5 Equity 66.0 56.0 55.5 (In Millions)

Q3 Summary and Guidance ▪ Q3: As guided – Gearing progress offset by rescheduled tower production ▪ Q4: Tower production low point; $ 25 - 26M revenue , EBITDA ($1 - 2M) ▪ 2019: Average quarterly revenue >$40M, consistent positive EBITDA October 30, 2018 15

Appendix October 30, 2018 16 Consolidated 2018 2017 2018 2017 Net (Loss)/Income from continuing operations……………………………. (750)$ (2,049)$ (11,644)$ 3,745$ Interest Expense………………………………………………. 372 228 1,022 584 Income Tax Provision/(Benefit)……………………………… 13 (22) (20) (5,056) Depreciation and Amortization………………………………………………………………2,284 2,267 6,990 6,571 Share-based Compensation and Other Stock Payments………………………………………………………………370 439 1,214 900 Restructuring Costs…………………………………………. 157 - 424 - Impairment Charges…………………………………………………. - - 4,993 - NMTC Extinguishment Gain……………………………………. (2,249) - (2,249) - Adjusted EBITDA (Non-GAAP)…………………………. 197$ 863$ 730$ 6,744$ Three Months Ended September 30, Nine Months Ended September 30, Towers and Heavy Fabrications Segment 2018 2017 2018 2017 Net (Loss)/Income…………………………………………. (591)$ (901)$ (1,078)$ 5,127$ Interest Expense/(Benefit)…………………………………. 48 28 128 63 Income Tax (Benefit)/Provision……………………………… (214) (600) (587) 2,003 Depreciation and Amortization………………………………………………………………1,237 1,121 3,773 3,283 Share-based Compensation and Other Stock Payments………………………………………………………………152 197 465 312 Adjusted EBITDA (Non-GAAP)…………………………….. 632$ (155)$ 2,701$ 10,788$ Three Months Ended September 30, Nine Months Ended September 30, Gearing Segment 2018 2017 2018 2017 Net Income/(Loss)…………...……………………………. 344$ (393)$ (949)$ (2,568)$ Interest Expense…………………………………………… 2 3 7 9 Income Tax Provision/(Benefit)……………………………… - (7) 0 (2) Depreciation and Amortization………………………………………………………………566 610 1,742 1,847 Share-based Compensation and Other Stock Payments………………………………………………………………77 72 220 113 Adjusted EBITDA (Non-GAAP)……………………….. 989$ 285$ 1,020$ (601)$ Three Months Ended September 30, Nine Months Ended September 30,

Appendix October 30, 2018 17 Process Systems 2018 2017 2018 2017 Net Income/(Loss)………………………………………………… (2,471)$ 4,321$ (7,092)$ (1,449)$ Interest Expense……………………………………………………. 1 1 2 4 Income Tax Provision/(Benefit)…………………………………… 1,552 (4,219) (498) (378) Depreciation and Amortization……………………………………. 429 477 1,304 1,278 Share-based Compensation and Other Stock Payments………… 18 18 70 34 Restructuring Expense……………………………………………. 157 - 424 - Impairment Expense………………………………………………… - - 4,993 - Adjusted EBITDA (Non-GAAP)……………………………… (314)$ 598$ (797)$ (511)$ Three Months Ended September 30, Nine Months Ended September 30, Corporate and Other 2018 2017 2018 2017 Net(Loss)/Income………………………………………………….. 1,968$ (5,076)$ (2,525)$ 2,635$ Interest Expense………………………………………………… 321 196 885 508 Income Tax Provision/(Benefit)……………………………… (1,325) 4,804 1,065 (6,679) Depreciation and Amortization………………………………………………………………52 59 171 163 Share-based Compensation and Other Stock Payments………………………………………………………………123 152 459 441 NMTC Extinguishment Gain……………………………………. (2,249) - (2,249) - Adjusted EBITDA (Non-GAAP)……………………………. (1,110)$ 135$ (2,194)$ (2,932)$ Three Months Ended September 30, Nine Months Ended September 30,

Broadwind Energy is a precision manufacturer of structures, equipment & components for clean tech and other specialized applications . www.BWEN.com October 30, 2018 18