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):  August 9, 2022

_______________________________

BROADWIND, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-34278	88-0409160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3240 South Central Avenue

Cicero, Illinois 60804

(Address of Principal Executive Offices) (Zip Code)

(708) 780-4800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	BWEN	The NASDAQ Capital Market

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 9, 2022, Broadwind, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended June 30, 2022.  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.

Please refer to Exhibit 99.1 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.

Item 7.01. Regulation FD Disclosure.

An Investor Presentation dated August 9, 2022 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 August 9, 2022
99.2	Investor Presentation dated August 9, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BROADWIND, INC.
Date: August 9, 2022	By:	/s/ Eric B. Blashford
		Eric B. Blashford
		President, Chief Executive Officer, and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

EX-99.1

EXHIBIT 99.1

Broadwind Announces Second Quarter 2022 Results

CICERO, Ill., Aug. 09, 2022 (GLOBE NEWSWIRE) -- Broadwind (NASDAQ: BWEN, or the “Company”), a diversified precision manufacturer of specialized components and solutions serving global markets, today announced results for the second quarter 2022.

SECOND QUARTER 2022 RESULTS
(As compared to the second quarter 2021)

• Total revenue of $50.0 million, +8% y/y
• Gearing segment revenue of $10.1 million, +37% y/y
• Industrial Solutions segment revenue of $5.0 million, +43% y/y
• Total net loss of ($2.7 million), or ($0.13) per basic share
• Non-wind orders of $24 million, +60% y/y, supported by diverse end-market demand
• Total backlog of $93.2 million, +25% y/y
• Total cash and excess availability of $10.2 million
  

For the three months ended June 30, 2022, the Company reported total revenue of $50.0 million, an increase of 8% when compared to the prior-year period. The Company reported a net loss of ($2.7) million, or ($0.13) per basic share in the second quarter 2022, compared to net income $10.3 million, or $0.53 per diluted share, in the second quarter 2021.   The Company reported adjusted EBITDA, a non-GAAP measure, of $0.4 million in the second quarter 2022, compared to $12.8 million in the prior-year period. Second quarter 2021 results included a $9.2 million benefit related to loan forgiveness under the Paycheck Protection Program (PPP), together with a $3.6 million benefit related to the Employee Retention Tax Credit (ERC), under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).

During the second quarter 2022, Broadwind generated strong year-over-year revenue growth across the Gearing and Industrial Solutions segments, partially offset by lower revenue in the Heavy Fabrications segment. Both revenue and order activity from non-wind end-markets were robust during the second quarter of 2022, serving to offset a transient pause in domestic wind installation activity.

Within the Heavy Fabrications segment, second quarter results were impacted by a year-over-year decline in wind tower sections sold, consistent with demand conditions evidenced in the first quarter 2022.   Domestic onshore wind installation activity remains below historical levels, given elevated raw materials prices, supply chain delays and policy uncertainty surrounding a proposed extension of the Production Tax Credit (PTC).

Within the Gearing segment, a significant increase in project activity within the energy, industrial and mining end-markets contributed to 37% year-over-year revenue growth. Within the Industrial Solutions segment, strong demand for core gas turbine work, as well as increased diverse revenue contributed to a 43% year-over-year revenue growth.

Tower quoting activity in the second quarter was driven by customer interest in securing production capacity in the second half of 2022 and first half of 2023. To date, the Company has more than 50% of optimal tower production capacity booked for the full-year 2022.

ORDERS AND BACKLOG

While total orders activity declined less than 2% on a year-over-year basis in the second quarter, non-wind orders were $24 million, an increase of $9 million, or more than 60% on a year-over-year basis.   Total backlog increased 25% year-over-year to $93.2 million in the second quarter 2022. As of June 30, 2022, non-wind orders represented nearly 70% of the Company’s total backlog.

MANAGEMENT COMMENTARY

“During the second quarter, we generated strong year-over-year revenue growth within our Gearing and Industrial Solutions segments, which served to offset a near-term pause in wind tower demand,” stated Eric Blashford, President and CEO of Broadwind. “Non-wind orders increased more than 60% in the second quarter, when compared to the year-ago period, demonstrating the inherent value afforded by our diverse revenue strategy. Although a combination of policy uncertainty, supply chain delays and raw materials cost inflation have impacted the timing of new domestic wind installations, the pace of quoting activity on new towers is expected to increase gradually over the next several quarters, as the industry recalibrates project economics in a dynamic environment where clean, renewable energy is expected to remain in very high demand, over the coming decades.”

“We generated positive non-GAAP adjusted EBITDA in the second quarter, supported by non-wind revenue growth, together with contributions from new end markets, such as our proprietary natural gas pressure reducing systems, an energy transition technology that provides a mobile, reliable supply of natural gas,” continued Blashford. “At the same time, demand for our precision manufacturing and gearing expertise within traditional energy markets has grown substantially, given increased exploration and production activity.”

“As we look to the second half of 2022, we anticipate continued strength in our non-wind markets, together with a modest recovery in tower order activity, given current indications of interest from original equipment manufacturer customers,” continued Blashford.   “For the third quarter 2022, we currently anticipate our non-GAAP adjusted EBITDA to be in a range of $1.2 million to $1.7 million, subject to market conditions,” concluded Blashford.  

SEGMENT RESULTS

Heavy Fabrications Segment
Broadwind provides large, complex and precision fabrications to customers in a broad range of industrial markets. Key products include wind towers and industrial fabrications, including mining and material handling components and other frames/structures.

Heavy Fabrications segment sales declined by 1% to $35.6 million in the second quarter 2022, as compared to the prior-year period, primarily as a result of a pause in domestic onshore wind installation activity.   The segment reported operating income of $0.1 million, as compared to operating income of $0.3 million in the prior-year period. Segment non-GAAP adjusted EBITDA was $1.2 million in the second quarter 2022, as compared to $10.0 million in the prior-year period. Prior-year period segment non-GAAP adjusted EBITDA included $8.4 million related to the PPP loan forgiveness and ERC tax credit.

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

Gearing segment sales increased by 37% to $10.1 million in the second quarter 2022, as compared to the prior-year period, primarily due to increased demand across its energy, industrial and mining end-markets, partially offset by lower project-driven wind activity. The segment reported an operating loss of ($0.6) million in the second quarter 2022, compared to an operating loss of ($0.9) million in the prior-year period. The segment reported non-GAAP adjusted EBITDA of $0.1 million in the second quarter 2022, versus $2.9 million in the second quarter 2021. Prior-year period segment non-GAAP adjusted EBITDA included $3.2 million related to the PPP loan forgiveness and ERC tax credit.

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

Industrial Solutions segment sales increased 43% to $5.0 million in the second quarter 2022, as compared to the prior-year period, primarily driven by increased demand for natural gas turbine content.   The segment achieved breakeven operating income in the second quarter 2022, consistent with the prior-year period. The segment reported $0.2 million of non-GAAP adjusted EBITDA in the second quarter 2022, versus $0.7 million in the prior-year period. Prior-year period segment non-GAAP adjusted EBITDA included $.7 million related to the PPP loan forgiveness and ERC tax credit.

SECOND QUARTER 2022 CONFERENCE CALL

Broadwind will host a conference call today, August 9, 2022 at 11:00 A.M. ET to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

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

To participate in the live teleconference:
Domestic Live:	877-407-9716
International Live:	201-493-6779
To listen to a replay of the teleconference, which will be available through August 16, 2022:
Domestic Replay:	844-512-2921
International Replay:	412-317-6671
Conference ID:	13731180

ABOUT BROADWIND

Broadwind (NASDAQ: BWEN) is a precision manufacturer of structures, equipment and components for clean tech and other specialized applications. With facilities throughout the U.S., our talented team is committed to helping customers maximize performance of their investments—quicker, easier and smarter. Find out more at www.bwen.com

NON-GAAP FINANCIAL MEASURES

The Company provides non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share-based compensation and other stock payments, restructuring costs, impairment charges and other non-cash gains and losses) as supplemental information regarding the Company’s business performance. The Company’s management uses this supplemental information when it internally evaluates its performance, reviews financial trends and makes operating and strategic decisions. The Company believes that this non-GAAP financial measure is useful to investors because it provides investors with a better understanding of the Company’s past financial performance and future results, which allows investors to evaluate the Company’s performance using the same methodology and information as used by the Company’s management. The Company's definition of adjusted EBITDA may be different from similar non-GAAP financial measures used by other companies and/or analysts.

FORWARD-LOOKING STATEMENTS

This release contains “forward looking statements”—that is, statements related to future, not past, events—as defined in Section 21E of the Securities Exchange Act of 1934, as amended, 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, many of which are, and will be, amplified by the COVID-19 pandemic: (i) the impact of global health concerns, including the impact of the current COVID-19 pandemic on the economies and financial markets and the demand for our products; (ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (iii) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (iv) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary, in light of the COVID-19 pandemic; (v) our ability to continue to grow our business organically and through acquisitions, and the impairment thereto by the impact of the COVID-19 pandemic; (vi) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (vii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security, including with respect to any remote work arrangements implemented in response to the COVID-19 pandemic; (viii) the sufficiency of our liquidity and alternate sources of funding, if necessary; (ix) our ability to realize revenue from customer orders and backlog; (x) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (xi) the economy, including its stability in light of the COVID-19 pandemic, and the potential impact it may have on our business, including our customers; (xii) the state of the wind energy market and other energy and industrial markets generally and the impact of competition and economic volatility in those markets; (xiii) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xiv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xv) the effects of the change of administrations in the U.S. federal government; (xvi) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xvii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xviii) our ability to utilize various relief options enabled by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act); (xix) the limited trading market for our securities and the volatility of market price for our securities; and (xx) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of our most recently filed Form 10-K and our other filings with the Securities and Exchange Commission. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.

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

			June 30,			December 31,
				2022			2021
ASSETS
CURRENT ASSETS:
	Cash		$	49		$	852
	Accounts receivable, net			21,161			13,802
	Employee retention credit receivable			-			497
	Contract assets			3,330			1,136
	Inventories, net			34,929			33,377
	Prepaid expenses and other current assets			2,065			2,661
		Total current assets		61,534			52,325
LONG-TERM ASSETS:
	Property and equipment, net			44,454			43,655
	Operating lease right-of-use assets			17,140			18,029
	Intangible assets, net			3,086			3,453
	Other assets			653			585
TOTAL ASSETS			$	126,867		$	118,047
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Line of credit and other notes payable		$	17,178		$	6,650
	Current portion of finance lease obligations			2,170			2,060
	Current portion of operating lease obligations			1,798			1,775
	Accounts payable			26,105			16,462
	Accrued liabilities			4,312			3,654
	Customer deposits			4,293			12,082
		Total current liabilities		55,856			42,683
LONG-TERM LIABILITIES:
	Long-term debt, net of current maturities			687			177
	Long-term finance lease obligations, net of current portion			2,940			2,481
	Long-term operating lease obligations, net of current portion			17,511			18,405
	Other			197			167
		Total long-term liabilities		21,335			21,230
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; 20,744,988 and 19,859,650 shares issued as of June 30, 2022 and December 31, 2021, respectively			20			20
	Treasury stock, at cost, 273,937 shares as of June 30, 2022 and December 31, 2021, respectively			(1,842	)		(1,842	)
	Additional paid-in capital			396,021			395,372
	Accumulated deficit			(344,523	)		(339,416	)
		Total stockholders' equity		49,676			54,134
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	126,867		$	118,047

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

		Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022			2021
Revenues		$	50,012		$	46,491		$	91,856		$	79,219
Cost of sales			47,618			44,293			87,450			76,739
Gross profit			2,394			2,198			4,406			2,480
OPERATING EXPENSES:
Selling, general and administrative			4,122			4,325			8,024			8,735
Intangible amortization			184			184			367			367
	Total operating expenses		4,306			4,509			8,391			9,102
Operating loss			(1,912	)		(2,311	)		(3,985	)		(6,622	)
OTHER (EXPENSE) INCOME, net:
Paycheck Protection Program loan forgiveness			-			9,151			-			9,151
Interest expense, net			(776	)		(318	)		(1,121	)		(547	)
Other, net			-			3,775			21			7,137
	Total other (expense) income, net		(776	)		12,608			(1,100	)		15,741
Net (loss) income before provision for income taxes			(2,688	)		10,297			(5,085	)		9,119
Provision for income taxes			15			45			22			77
NET (LOSS) INCOME		$	(2,703	)	$	10,252		$	(5,107	)	$	9,042
NET (LOSS) INCOME PER COMMON SHARE - BASIC:
Net (loss) income		$	(0.13	)	$	0.55		$	(0.26	)	$	0.50
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC			20,244			18,761			19,977			17,974
NET (LOSS) INCOME PER COMMON SHARE - DILUTED:
Net (loss) income		$	(0.13	)	$	0.53		$	(0.26	)	$	0.48
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED			20,244			19,400			19,977			18,864

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

				Six Months Ended June 30,
					2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss) income			$	(5,107	)	$	9,042
Adjustments to reconcile net cash used in operating activities:
		Depreciation and amortization expense			3,095			3,164
		Paycheck Protection Program loan forgiveness			-			(9,151	)
		Deferred income taxes			(9	)		21
		Change in fair value of interest rate swap agreements			2			12
		Stock-based compensation			580			664
		Allowance for doubtful accounts			30			(421	)
		Common stock issued under defined contribution 401(k) plan			613			570
		Loss (gain) on disposal of assets			3			(23	)
		Changes in operating assets and liabilities:
			Accounts receivable		(7,389	)		(1,856	)
			Employee retention credit receivable		497			(1,714	)
			Contract assets		(2,194	)		(412	)
			Inventories		(1,552	)		(5,227	)
			Prepaid expenses and other current assets		596			1,024
			Accounts payable		9,698			(1,342	)
			Accrued liabilities		656			(953	)
			Customer deposits		(7,789	)		(3,349	)
			Other non-current assets and liabilities		6			(36	)
Net cash used in operating activities					(8,264	)		(9,987	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment				(1,697	)		(765	)
	Proceeds from disposals of property and equipment				-			23
Net cash used in investing activities					(1,697	)		(742	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from line of credit, net				10,687			4,754
	Proceeds from long-term debt				125			387
	Payments on long-term debt				(107	)		(157	)
	Principal payments on finance leases				(1,003	)		(728	)
	Shares withheld for taxes in connection with issuance of restricted stock				(544	)		(1,491	)
	Proceeds from sale of common stock, net				-			9,349
Net cash provided by financing activities					9,158			12,114
								-
NET (DECREASE) INCREASE IN CASH					(803	)		1,385
CASH beginning of the period					852			3,372
CASH end of the period				$	49		$	4,757

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

		Three Months Ended						Six Months Ended
		June 30,						June 30,
			2022			2021			2022			2021
ORDERS:
	Heavy Fabrications	$	12,989		$	14,760		$	47,149		$	35,557
	Gearing		8,941			7,858			23,003			17,778
	Industrial Solutions		4,116			3,823			8,587			7,320
	Total orders	$	26,046		$	26,441		$	78,739		$	60,655
REVENUES:
	Heavy Fabrications	$	35,575		$	35,830		$	62,847		$	58,607
	Gearing		10,115			7,404			20,700			12,753
	Industrial Solutions		5,049			3,541			9,121			8,145
	Corporate and Other		(727	)		(284	)		(812	)		(286	)
	Total revenues	$	50,012		$	46,491		$	91,856		$	79,219
OPERATING (LOSS)/PROFIT:
	Heavy Fabrications	$	78		$	271		$	(383	)	$	(1,429	)
	Gearing		(585	)		(882	)		(697	)		(1,871	)
	Industrial Solutions		32			(47	)		(177	)		(61	)
	Corporate and Other		(1,437	)		(1,653	)		(2,728	)		(3,261	)
	Total operating profit/(loss)	$	(1,912	)	$	(2,311	)	$	(3,985	)	$	(6,622	)

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

Consolidated		Three Months Ended June 30,					Six Months Ended June 30,
			2022			2021		2022			2021
Net (Loss) Income		$	(2,703	)	$	10,252	$	(5,107	)	$	9,042
Interest Expense			776			318		1,121			547
Income Tax Provision			15			45		22			77
Depreciation and Amortization			1,576			1,611		3,095			3,164
Share-based Compensation and Other Stock Payments			708			574		1,232			1,187
	Adjusted EBITDA (Non-GAAP)	$	372		$	12,800	$	363		$	14,017

Heavy Fabrications Segment	Three Months Ended June 30,					Six Months Ended June 30,
		2022			2021		2022			2021
Net (Loss) Income	$	(302	)	$	6,020	$	(778	)	$	6,942
Interest Expense		455			158		595			257
Income Tax (Benefit) Provision		(74	)		2,594		(201	)		2,192
Depreciation		862			992		1,741			1,937
Share-based Compensation and Other Stock Payments		256			261		472			483
Adjusted EBITDA (Non-GAAP	$	1,197		$	10,025	$	1,829		$	11,811

Gearing Segment	Three Months Ended June 30,					Six Months Ended June 30,
		2022			2021		2022			2021
Net (Loss) Income	$	(630	)	$	2,354	$	(766	)	$	2,071
Interest Expense		43			7		90			19
Income Tax Provision		2			3		2			7
Depreciation and Amortization		554			462		1,030			920
Share-based Compensation and Other Stock Payments		160			63		278			143
Adjusted EBITDA (Non-GAAP)	$	129		$	2,889	$	634		$	3,160

Industrial Solutions Segment	Three Months Ended June 30,						Six Months Ended June 30,
		2022			2021			2022			2021
Net (Loss) Income	$	(32	)	$	636		$	(257	)	$	814
Interest Expense		52			18			66			32
Income Tax Provision		9			29			11			47
Depreciation and Amortization		98			104			201			210
Share-based Compensation and Other Stock Payments		73			(43	)		134			103
Adjusted EBITDA (Non-GAAP)	$	200		$	744		$	155		$	1,206

Corporate and Other	Three Months Ended June 30,						Six Months Ended June 30,
		2022			2021			2022			2021
Net Loss	$	(1,739	)	$	1,242		$	(3,306	)	$	(785	)
Interest Expense		226			135			370			239
Income Tax Provision (Benefit)		78			(2,581	)		210			(2,169	)
Depreciation and Amortization		62			53			123			97
Share-based Compensation and Other Stock Payments		219			293			348			458
Adjusted EBITDA (Non-GAAP)	$	(1,154	)	$	(858	)	$	(2,255	)	$	(2,160	)

CORPORATE CONTACT

Noel Ryan, IRC
investor@bwen.com

EX-99.2

Exhibit 99.2

Second Quarter 2022 Results Conference Call Investor Presentation

SAFE - HARBOR STATEMENT 2 | Investor Presentation This release contains “forward looking statements” — that is, statements related to future, not past, events — as defined in Section 21 E of the Securities Exchange Act of 1934 , as amended, that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management . 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, many of which are, and will be, amplified by the COVID - 19 pandemic : (i) the impact of global health concerns, including the impact of the current COVID - 19 pandemic on the economies and financial markets and the demand for our products ; (ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States ; (iii) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units ; (iv) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary, in light of the COVID - 19 pandemic ; (v) our ability to continue to grow our business organically and through acquisitions, and the impairment thereto by the impact of the COVID - 19 pandemic ; (vi) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows ; (vii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security, including with respect to any remote work arrangements implemented in response to the COVID - 19 pandemic ; (viii) the sufficiency of our liquidity and alternate sources of funding, if necessary ; (ix) our ability to realize revenue from customer orders and backlog ; (x) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow ; (xi) the economy, including its stability in light of the COVID - 19 pandemic, and the potential impact it may have on our business, including our customers ; (xii) the state of the wind energy market and other energy and industrial markets generally and the impact of competition and economic volatility in those markets ; (xiii) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities ; (xiv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers ; (xv) the effects of the change of administrations in the U . S . federal government ; (xvi) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions ; (xvii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986 , as amended ; (xviii) our ability to utilize various relief options enabled by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) ; (xix) the limited trading market for our securities and the volatility of market price for our securities ; and (xx) the impact of future sales of our common stock or securities convertible into our common stock on our stock price . These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1 A of our most recently filed Form 10 - K and our other filings with the Securities and Exchange Commission . We are under no duty to update any of these statements . You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change . Accordingly, forward - looking statements should not be relied upon as a predictor of actual results .

PERFORMANCE OVERVIEW

4 | Investor Presentation EXECUTIVE SUMMARY Market update, recent results and outlook Market Update As of August 2022 2Q22 Results Performance Overview Management Outlook As of August 2022 Heavy Fabrications segment update Segment revenue (1%) y/y, as tower demand remains on pause ahead of potential PTC extension. Partially offsetting is increased industrial fabrication revenue Gearing segment update Segment revenue +37% y/y, driven by increased energy, industrial and mining demand Industrial Solutions segment update Segment revenue +43%, driven by demand for natural gas turbine content IRA a significant potential catalyst for wind development PTC visibility would provide a significant near - to - medium term catalyst for onshore wind investment, in our view IRA proposes significant ITC/PTC investments $369 billion in clean energy and climate action; including $30 billion in tax credits to make more solar panels, wind turbines, batteries, and process critical minerals needed for manufacturing Stable liquidity position Total cash and availability was $10.2 million as of June 30, 2022 Inflation Reduction Act (IRA) a potential catalyst In late July, Congress announced a deal on reconciliation legislation that includes several major renewable energy provisions, including an extension of the production tax credit (PTC) on projects beginning construction before January 1, 2025 Backlog increased materially y/y Total orders flat y/y, as non - wind strength offsets low tower demand; backlog +25% y/y Non - Wind Quoting, Orders and Revenue Increased Significantly y/y in 2Q22 Passage of IRA Could Represent a Major Catalyst For Domestic, Onshore Wind Development 3Q22 Adjusted EBITDA guidance Anticipate Non - GAAP Adjusted EBITDA of $1.2 million to $1.7 million Liquidity outlook Total liquidity > $10 million. Expect to end 2022 in a similar position as June ‘22 Demand within non - wind markets accelerating Non - wind orders +60% y/y in 2Q22, supported by diverse end - market demand

CONSOLIDATED FINANCIAL DATA Acceleration in non - wind demand offset temporary pause in wind tower orders 5 | Investor Presentation Total Revenue ($MM) Gross Profit ($MM) Adjusted EBITDA (1) ($MM) Earnings (Loss) Per Diluted Share (1) ($) • Total revenue increased 8% y/y to $50.0 million, supported by y/y growth in Gearing and Industrial Solutions • Excluding the impact of the PPP & ERC in 2Q21, 2Q22 net income and Adjusted EBITDA increased by $0.2 million and $0.3 million, respectively • Significant y/y growth in backlog; quoting discussions with tower customers ongoing • Anticipate gradual recovery in tower demand over next 12 months, if IRA legislation is approved by Congress (1) Second quarter 2021 results included a $9.2 million benefit related to loan forgiveness under the Paycheck Protection Program (PPP), together with a $3.6 million benefit related to the Employee Retention Tax Credit (ERC), as outlined under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and further modified unde r t he Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021. $46.5 $41.8 $50.0 2Q21 1Q22 2Q22 $2.2 $2.0 $2.4 2Q21 1Q22 2Q22 $12.8 ($0.0) $0.4 2Q21 1Q22 2Q22 $0.53 ($0.12) ($0.13) 2Q21 1Q22 2Q22

HEAVY FABRICATIONS SEGMENT Await potential PTC extension as a multi - year catalyst for wind tower demand 6 | Investor Presentation Segment Revenue ($MM) Segment Adjusted EBITDA (1) ($MM) Segment Orders ($MM) Quarter - End Segment Backlog ($MM) • Segment revenue declined 1% y/y to $35.6 million due to pause in tower demand • Allocating spare tower section capacity toward energy, commercial and industrial projects • Gradual increase in OEM discussions around 2023 tower demand, but elevated raw materials costs (Plate Steel), supply chain delays and uncertain policy environment have led to a pause in orders activity $35.8 $27.3 $35.6 2Q21 1Q22 2Q22 $10.0 $0.6 $1.2 2Q21 1Q22 2Q22 $14.8 $34.1 $12.9 2Q21 1Q22 2Q22 $48.2 $69.5 $46.9 2Q21 1Q22 2Q22 (1) Within the Heavy Fabrications segment, s econd quarter 2021 results included a $ 5.9 million benefit related to loan forgiveness under the Paycheck Protection Program (PPP), together with a $ 2.5 million benefit related to the Employee Retention Tax Credit (ERC), as outlined under the provisions of the Coronavirus Aid, Relief, and Economic Security A ct (CARES Act) and further modified under the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021.

GEARING SEGMENT Improved energy, industrial and mining demand for gearing components 7 | Investor Presentation Segment Revenue ($MM) Segment Adjusted EBITDA (1) ($MM) Segment Orders ($MM) Quarter - End Segment Backlog ($MM) • Revenue increased 37% y/y in 2Q22; customer activity continues to accelerate within the energy sector, given elevated commodity prices • Orders increased 14% y/y to $8.9 million; Backlog improved 76% y/y • Segment non - GAAP adjusted EBITDA was $0.1 million, versus $2.9 million in the prior - year period ( including PPP/ERC benefit in 2Q21) • Well - positioned to capitalize on cyclical recovery within industrial manufacturing; key beneficiary of legislative support for multi - year infrastructure investments $7.4 $10.6 $10.1 2Q21 1Q22 2Q22 $2.9 $0.5 $0.1 2Q21 1Q22 2Q22 $7.9 $14.1 $8.9 2Q21 1Q22 2Q22 $19.6 $35.6 $34.3 2Q21 1Q22 2Q22 (1) Within the Gearing segment, s econd quarter 2021 results included a $2.5 million benefit related to loan forgiveness under the Paycheck Protection Program (PPP), together with a $0.8 million benefit related to the Employee Retention Tax Credit (ERC), as outlined under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES Ac t) and further modified under the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021.

INDUSTRIAL SOLUTIONS SEGMENT Benefiting from increased natural gas turbine demand 8 | Investor Presentation Segment Revenue ($MM) Segment Adjusted EBITDA (1) ($MM) Segment Orders ($MM) Quarter - End Segment Backlog ($MM) • Revenue increased 43% y/y driven by increased demand for natural gas turbine content • Strong aftermarket order intake to support margin realization for the balance of 2022 $3.5 $4.1 $5.0 2Q21 1Q22 2Q22 $0.7 ($0.0) $0.2 2Q21 1Q22 2Q22 $3.8 $4.5 $4.1 2Q21 1Q22 2Q22 $6.6 $12.1 $12.0 2Q21 1Q22 2Q22 (1) Within the Industrial Solutions segment, s econd quarter 2021 results included a $0.5 million benefit related to loan forgiveness under the Paycheck Protection Program (PPP), together with a $0.2 million benefit related to the Employee Retention Tax Credit (ERC), as outlined under the provisions of the Coronavirus Aid, Relief, and Economic Security A ct (CARES Act) and further modified under the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021.

BALANCE SHEET UPDATE $10.2 million of cash and availability; Debt and lease finance obligations of $23.0 million 9 | Investor Presentation Quarter - End Total Cash and Availability on Credit Facility ($MM) Anticipate improved cash conversion on existing inventory, as tower orders accelerate $21.9 $21.8 $24.1 $21.6 $23.7 $21.1 $14.9 $14.7 $10.2 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22

APPENDIX

EXHIBIT A Orders, Revenues and Operating Income (Loss) Consolidated and by Segment 11 | Investor Presentation

EXHIBIT B GAAP to Non - GAAP Consolidated Adjusted EBITDA Reconciliation 12 | Investor Presentation 12 | Investor Presentation Consolidated 2022 2021 2022 2021 Net (Loss) Income……………..…………...………………………………………(2,703)$ 10,252$ (5,107)$ 9,042$ Interest Expense…………………….……………………………………. 776 318 1,121 547 Income Tax Provision…………………………….....…………………… 15 45 22 77 Depreciation and Amortization………………..……………………………………………………1,576 1,611 3,095 3,164 Share-based Compensation and Other Stock Payments………………………………………………………………708 574 1,232 1,187 Adjusted EBITDA (Non-GAAP)…………………………. 372$ 12,800$ 363$ 14,017$ Three Months Ended June 30, Six Months Ended June 30,

EXHIBIT B GAAP to Non - GAAP Consolidated Adjusted EBITDA Reconciliation 13 | Investor Presentation 13 | Investor Presentation

EXHIBIT C Consolidated Statement of Cash Flows 14 | Investor Presentation

EXHIBIT D Consolidated Balance Sheet 15 | Investor Presentation

Please contact our investor relations team at Investor@BWEN.com IR CONTACT

XML

Cover	Aug. 09, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 09, 2022
Entity File Number	001-34278
Entity Registrant Name	BROADWIND, INC.
Entity Central Index Key	0001120370
Entity Tax Identification Number	88-0409160
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3240 South Central Avenue
Entity Address, City or Town	Cicero
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60804
City Area Code	708
Local Phone Number	780-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	BWEN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false