8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 8, 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 November 8, 2022, Broadwind, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended September 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 November 8, 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 November 8, 2022
99.2	Investor Presentation dated November 8, 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: November 8, 2022	By:	/s/ Eric B. Blashford
		Eric B. Blashford
		President, Chief Executive Officer (Principal Executive Officer)

EX-99.1

EXHIBIT 99.1

Broadwind Announces Third Quarter 2022 Results

CICERO, Ill., Nov. 08, 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 third quarter 2022.

THIRD QUARTER 2022 RESULTS
(As compared to the third quarter 2021)

• Total Revenue of $44.8 million, +11% y/y
• Total Net Loss of ($1.8) million, or ($0.09) per basic share
• Total Non-GAAP Adjusted EBITDA of $1.9 million, +374% y/y
• Total Orders of $84.5 million, +99% y/y
• Total Backlog of $132.2 million, +73% y/y
• Total Cash and excess availability of $14.8 million

For the three months ended September 30, 2022, Broadwind reported total revenue of $44.8 million, an increase of 11% when compared to the prior year period. The Company reported a net loss of ($1.8) million, or ($0.09) per basic share in the third quarter 2022, compared to a net loss ($2.1) million, or ($0.11) per diluted share, in the third quarter 2021.   The Company reported adjusted EBITDA, a non-GAAP measure, of $1.9 million in the third quarter 2022, compared to $0.4 million in the prior-year period.

During the third quarter, Broadwind delivered significant year-over-year growth in revenue and non-GAAP Adjusted EBITDA, driven primarily by a combination of accelerating customer demand for gearing and industrial fabrications, together with improved operating leverage and workforce efficiency. Recent efforts to enhance asset optimization, together with enterprise-wide cost management initiatives, resulted in significant margin rate expansion in the third quarter, with gross margin and non-GAAP Adjusted EBITDA margin rate each increasing more than 320 basis points year-over-year, respectively.

Total orders and backlog increased to multi-quarter highs during the third quarter 2022. Third quarter orders and backlog increased nearly 100% and 73% year-over-year, respectively, supported by balanced order growth across all reporting segments.   

Within the Heavy Fabrications segment, third quarter revenue increased by 7% from the prior year quarter, as higher demand for our industrial fabrication products, including pressure reducing systems, offset a year-over-year decline in wind tower sections sold. Within the Heavy Fabrications segment non-GAAP Adjusted EBITDA margin increased 140 basis points year-over-year to 4.7% in the third quarter 2022. While domestic onshore wind installation activity remains below historical levels due to elevated raw materials prices and component availability challenges, order activity began to accelerate during the third quarter, with OEM customers securing tower capacity for the remainder of 2022 and into 2023 following the recent passage of the Inflation Reduction Act of 2022.

Within the Gearing segment, revenue increased by 35% on a year-over-year basis in the third quarter, supported by sustained demand growth across the energy and industrial end-markets.   Gearing segment non-GAAP Adjusted EBITDA margin increased 590 basis points year-over-year to 12.0% in the third quarter 2022.

ORDERS AND BACKLOG

Heavy Fabrications segment orders increased 137% year-over-year driven primarily by increased tower demand, while segment backlog increased 72% versus the prior-year period. Gearing Segment orders increased 34% year-over-year driven primarily by broad-based demand growth across all tracked end-markets, including the energy, industrial and mining markets, while segment backlog increased 66% versus the prior-year period. Industrial Solutions segment orders increased 34% year-over-year driven primarily by diverse project activity, while segment backlog increased 104% versus the prior-year period.

As of September 30, 2022, third quarter orders and backlog were $84.5 million and $132.2 million, respectively; non-wind orders represented nearly 51% of the Company’s total backlog.

MANAGEMENT COMMENTARY

“Demand conditions improved materially during the third quarter, as both orders and backlog increased to multi-quarter highs,” stated Eric Blashford, President and CEO of Broadwind. “Within our Heavy Fabrications segment, orders reached their highest level in more than three years, primarily driven by improved demand for wind towers, while in our Gearing segment, customer activity within the energy and industrials markets increased significantly versus the prior-year period.”

“In 2022, we introduced a series of strategic actions designed to expand our available markets, improve asset optimization, reduce fixed overhead and enhance workforce efficiency,” continued Blashford. “In combination, these actions drove improved operating leverage during the third quarter, as reflected by a sequential and year-over-year improvement in gross profit, operating income and non-GAAP Adjusted EBITDA. I am pleased with the progress we’ve achieved thus far and look forward to building on the positive momentum evident in our business.”

“Entering 2023, quoting and backlog levels remain elevated,” continued Blashford. “Following a pause in wind order activity during the last two years, we’ve begun to see indications of a gradual recovery in tower demand across our OEM customer base. Within our gearing business, domestic energy development remains a tailwind for us, as customers rely on our turnkey solutions to support exploration and production activity within the oilfield. Further, we continue to develop new energy transition technologies, such as our modular natural gas pressure reduction systems, which represent significant, incremental revenue opportunities for our business.

“For the fourth quarter 2022, we currently anticipate our non-GAAP adjusted EBITDA to be in a range of $0.2 million to $0.5 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 increased by 7% to $30.6 million in the third quarter 2022, as compared to the prior-year period, as non-wind customer demand more than offset a decline in tower sections sold.   The segment reported operating income of $0.4 million in the third quarter 2022, compared to an operating loss of ($0.4) million in the prior year period. Segment non-GAAP adjusted EBITDA was $1.5 million in the third quarter 2022, as compared to $1.0 million in the prior-year period.

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

Gearing segment sales increased by 35% to $10.2 million in the third quarter 2022, as compared to the prior year period, due primarily to increased demand across its energy and industrial end-markets, partially offset by lower project-driven wind and steel market activity. The segment reported operating income of $0.6 million in the third quarter 2022, compared to an operating loss of ($0.2) million in the prior year period. The segment reported non-GAAP adjusted EBITDA of $1.2 million in the third quarter 2022, versus $0.5 million in the third quarter 2021.  

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

Industrial Solutions segment sales declined 5% to $4.0 million in the third quarter 2022, as compared to the prior year period, due primarily to global logistics delays. The segment reported an operating loss of ($0.2) million in the third quarter 2022, consistent with the prior-year period. The segment reported breakeven non-GAAP Adjusted EBITDA in the third quarter 2022, also consistent with the prior-year period.

THIRD QUARTER 2022 CONFERENCE CALL

Broadwind will host a conference call today, November 8, 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:	1-877-407-9716
International Live:	1-201-493-6779

To listen to a replay of the teleconference, which will be available through November 15, 2022:

Domestic Replay:	1-844-512-2921
International Replay:	1-412-317-6671
Conference ID:	13733405

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)
(UNAUDITED)

			September 30,			December 31,
				2022			2021
ASSETS
CURRENT ASSETS:
	Cash		$	1,509		$	852
	Accounts receivable, net			16,916			13,802
	Employee retention credit receivable			-			497
	Contract assets			3,489			1,136
	Inventories, net			33,902			33,377
	Prepaid expenses and other current assets			3,858			2,661
		Total current assets		59,674			52,325
LONG-TERM ASSETS:
	Property and equipment, net			45,497			43,655
	Operating lease right-of-use assets			16,872			18,029
	Intangible assets, net			2,902			3,453
	Other assets			1,119			585
TOTAL ASSETS			$	126,064		$	118,047
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Line of credit and other notes payable		$	15,629		$	6,650
	Current portion of finance lease obligations			1,967			2,060
	Current portion of operating lease obligations			1,871			1,775
	Accounts payable			21,436			16,462
	Accrued liabilities			4,897			3,654
	Customer deposits			3,076			12,082
		Total current liabilities		48,876			42,683
LONG-TERM LIABILITIES:
	Long-term debt, net of current maturities			8,489			177
	Long-term finance lease obligations, net of current portion			2,881			2,481
	Long-term operating lease obligations, net of current portion			17,180			18,405
	Other			24			167
		Total long-term liabilities		28,574			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; 20,944,873
	and 19,859,650 shares issued as of September 30, 2022 and
	December 31, 2021, respectively			21			20
	Treasury stock, at cost, 273,937 shares as of September 30, 2022 and December 31, 2021,
	respectively			(1,842	)		(1,842	)
	Additional paid-in capital			396,730			395,372
	Accumulated deficit			(346,295	)		(339,416	)
		Total stockholders’ equity		48,614			54,134
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	126,064		$	118,047

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

		Three Months Ended September 30,						Nine Months Ended September 30,
			2022			2021			2022			2021
Revenues		$	44,843		$	40,389		$	136,699		$	119,608
Cost of sales			41,095			38,315			128,545			115,054
Gross profit			3,748			2,074			8,154			4,554
OPERATING EXPENSES:
Selling, general and administrative			4,085			3,888			12,109			12,623
Intangible amortization			183			183			550			550
	Total operating expenses		4,268			4,071			12,659			13,173
Operating loss			(520	)		(1,997	)		(4,505	)		(8,619	)
OTHER (EXPENSE) INCOME, net:
Paycheck Protection Program loan forgiveness			-			-			-			9,151
Interest expense, net			(1,234	)		(269	)		(2,355	)		(816	)
Other, net			(4	)		185			17			7,322
	Total other (expense) income, net		(1,238	)		(84	)		(2,338	)		15,657
Net (loss) income before provision for income taxes			(1,758	)		(2,081	)		(6,843	)		7,038
Provision for income taxes			14			24			36			101
NET (LOSS) INCOME		$	(1,772	)	$	(2,105	)	$	(6,879	)	$	6,937
NET (LOSS) INCOME PER COMMON SHARE - BASIC:
Net (loss) income		$	(0.09	)	$	(0.11	)	$	(0.34	)	$	0.38
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC			20,506			19,418			20,156			18,460
NET (LOSS) INCOME PER COMMON SHARE - DILUTED:
Net (loss) income		$	(0.09	)	$	(0.11	)	$	(0.34	)	$	0.36
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED			20,506			19,418			20,156			19,218

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

				Nine Months Ended September 30,
					2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss) income			$	(6,879	)	$	6,937
Adjustments to reconcile net cash used in operating activities:
		Depreciation and amortization expense			4,581			4,758
		Paycheck Protection Program loan forgiveness			-			(9,151	)
		Deferred income taxes			(13	)		19
		Change in fair value of interest rate swap agreements			(27	)		18
		Stock-based compensation			760			857
		Allowance for doubtful accounts			(18	)		(434	)
		Common stock issued under defined contribution 401(k) plan			915			870
		Loss (gain) on disposal of assets			3			(33	)
		Changes in operating assets and liabilities:
			Accounts receivable		(3,096	)		(360	)
			Employee retention credit receivable		497			(503	)
			Contract assets		(2,353	)		763
			Inventories		(525	)		1,848
			Prepaid expenses and other current assets		(1,200	)		689
			Accounts payable		4,968			(4,321	)
			Accrued liabilities		1,271			(2,285	)
			Customer deposits		(9,006	)		(11,139	)
			Other non-current assets and liabilities		(149	)		644
Net cash used in operating activities					(10,271	)		(10,823	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment				(2,757	)		(1,369	)
	Proceeds from disposals of property and equipment				-			33
Net cash used in investing activities					(2,757	)		(1,336	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from line of credit, net				7,966			4,039
	Payments for deferred financing costs				(470	)		-
	Proceeds from long-term debt				8,113			613
	Payments on long-term debt				(261	)		(159	)
	Principal payments on finance leases				(1,347	)		(1,197	)
	Shares withheld for taxes in connection with issuance of restricted stock				(546	)		(1,503	)
	Proceeds from sale of common stock, net				230			9,329
Net cash provided by financing activities					13,685			11,122
								-
NET INCREASE (DECREASE) IN CASH					657			(1,037	)
CASH beginning of the period					852			3,372
CASH end of the period				$	1,509		$	2,335

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

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
			2022			2021			2022			2021
ORDERS:
	Heavy Fabrications	$	62,873		$	26,539		$	110,022		$	62,096
	Gearing		15,523			11,546			38,526			29,325
	Industrial Solutions		6,061			4,512			14,648			11,831
	Total orders	$	84,457		$	42,597		$	163,196		$	103,252
REVENUES:
	Heavy Fabrications	$	30,640		$	28,675		$	93,486		$	87,282
	Gearing		10,190			7,562			30,890			20,315
	Industrial Solutions		4,020			4,213			13,142			12,357
	Corporate and Other		(7	)		(61	)		(819	)		(346	)
	Total revenues	$	44,843		$	40,389		$	136,699		$	119,608
OPERATING PROFIT/(LOSS):
	Heavy Fabrications	$	372		$	(445	)	$	(11	)	$	(1,873	)
	Gearing		624			(219	)		(73	)		(2,090	)
	Industrial Solutions		(191	)		(108	)		(368	)		(169	)
	Corporate and Other		(1,325	)		(1,225	)		(4,053	)		(4,487	)
	Total operating loss	$	(520	)	$	(1,997	)	$	(4,505	)	$	(8,619	)
	Note- Be sure to delete hidden rows or they may show up in your press release (more relevant for Part 2 as the CF was all messed up last time)

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

Consolidated	Three Months Ended September 30,						Nine Months Ended September 30,
		2022			2021			2022		2021
Net (Loss) Income	$	(1,772	)	$	(2,105	)	$	(6,879	)	$	6,937
Interest Expense		1,234			269			2,355			816
Income Tax Provision		14			24			36			101
Depreciation and Amortization		1,486			1,594			4,581			4,758
Share-based Compensation and Other Stock Payments		935			619			2,166			1,806
Adjusted EBITDA (Non-GAAP)	$	1,897		$	401		$	2,259		$	14,418

Heavy Fabrications Segment	Three Months Ended September 30,						Nine Months Ended September 30,
		2022			2021			2022		2021
Net (Loss) Income	$	(231	)	$	(313	)	$	(1,009	)	$	6,629
Interest Expense		651			124			1,246			381
Income Tax (Benefit) Provision		(48	)		(68	)		(249	)		2,124
Depreciation		852			967			2,594			2,903
Share-based Compensation and Other Stock Payments		226			248			697			731
Adjusted EBITDA (Non-GAAP)	$	1,450		$	958		$	3,279		$	12,768

Gearing Segment	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021			2022		2021
Net Income (Loss)	$	581	$	(236	)	$	(185	)	$	1,835
Interest Expense		41		13			131			33
Income Tax Provision		1		3			4			10
Depreciation and Amortization		477		464			1,507			1,383
Share-based Compensation and Other Stock Payments		119		213			397			356
Adjusted EBITDA (Non-GAAP)	$	1,219	$	457		$	1,854		$	3,617

Industrial Solutions Segment	Three Months Ended September 30,						Nine Months Ended September 30,
		2022			2021			2022		2021
Net (Loss) Income	$	(283	)	$	(130	)	$	(540	)	$	684
Interest Expense		81			11			147			43
Income Tax Provision		9			9			20			56
Depreciation and Amortization		97			104			299			315
Share-based Compensation and Other Stock Payments		48			43			182			146
Adjusted EBITDA (Non-GAAP)	$	(48	)	$	37		$	108		$	1,244

Corporate and Other	Three Months Ended September 30,						Nine Months Ended September 30,
		2022			2021			2022			2021
Net Loss	$	(1,839	)	$	(1,426	)	$	(5,145	)	$	(2,211	)
Interest Expense		461			121			831			359
Income Tax Provision (Benefit)		52			80			261			(2,089	)
Depreciation and Amortization		60			59			181			157
Share-based Compensation and Other Stock Payments		542			115			890			573
Adjusted EBITDA (Non-GAAP)	$	(724	)	$	(1,051	)	$	(2,982	)	$	(3,211	)

CORPORATE CONTACT

Noel Ryan, IRC
investor@bwen.com

EX-99.2

Exhibit 99.2

Third 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 .

3Q22 PERFORMANCE OVERVIEW

4 | Investor Presentation CORPORATE OVERVIEW Market update, recent results and outlook Market Update As of November 2022 3Q22 Results Performance Overview Management Outlook As of November 2022 Heavy Fabrications segment update Segment revenue +7% y/y, as non - wind customer demand more than offset an expected decline in tower sections sold Gearing segment update Segment revenue +35% y/y, driven by increased demand across the energy and industrials markets Industrial Solutions segment update Segment revenue (5%) due to global logistics delays Stable liquidity position Total cash and availability was $14.8 million as of September 30, 2022 Passage of Inflation Reduction Act (IRA) a major catalyst Signed into law in August 2022; $300 billion allocated to drive investment in zero carbon power generation; provides LT capital investment incentives to broader renewables sector, including wind Positive order and backlog outlook 3Q22 total orders increased nearly 100% y/y, supported by demand growth across both wind and non - wind customers; backlog +73% y/y Improved demand fundamentals across core end - markets contributed to y/y revenue and EBITDA improvement Passage of IRA, broad - based order growth, significant increase in backlog signal improved outlook 4Q22 Adjusted EBITDA guidance Anticipate Non - GAAP Adjusted EBITDA of $0.2 million to $0.5 million Anticipate positive step - change in renewables investment U.S. investment in renewables expected to double from $40 billion to $80 billion by 2023; by 2035, expectation is for two - thirds of all power generation to be derived from carbon - free sources IRA’s PTC extension removes uncertainty overhang While elevated materials costs and supply chain issues remain a headwind for wind developers, Wood Mackenzie has increased their long - term U.S. forecast to nearly 120 GW of new installations by 2030 Business has stabilized, indications of accelerating growth Total revenue +11% y/y; significant y/y and q/q EBITDA improvement in both Heavy Fabrications and Gearing segments

POSITIVE REGULATORY TAILWINDS Passage of Inflation Reduction Act supports multi - decade drive toward decarbonization 5 | Investor Presentation Inflation Reduction Act Implications for U.S. renewables industry (1) Some believe the ultimate public climate spending provided by the IRA could be in excess of $800 billion. IRA is transformative for the entire renewable energy ecosystem, including wind, solar battery manufacturing and deployment, among others. IRA expected to drive onshore/offshore wind development. The passage of the IRA extends tax credit availability into the mid - 2030s. The wind industry is poised to capitalize on available domestic content tax credits and advanced manufacturing tax credits. Multiple credit values to consider. (1) Extension of Renewable Electricity Production Tax Credit; (2) New Electricity PTC; (3) Advanced Energy Production Credit Positive step - change wind installation expected to begin in 2023. The IRA establishes LT stability in US wind development North America Onshore Wind Development Forecast (1) (Total GW Installed Annually, 2023 - 2030) North America Offshore Wind Development Forecast (1) (Total GW Installed Annually, 2023 to 2030) Passage of IRA is a transformational for all aspects of the domestic renewables supply chain (1) All forecast data sourced from Wood Mackenzie as of October 2022 10.8 9.7 10.5 11.6 13.3 14.5 14.8 13.5 2023 E 2024 E 2025 E 2026 E 2027 E 2028 E 2029 E 2030 E 0.8 1.0 4.1 5.4 4.7 4.4 5.3 5.4 2023 E 2024 E 2025 E 2026 E 2027 E 2028 E 2029 E 2030 E

CONSOLIDATED FINANCIAL DATA Balanced demand acceleration across wind and non - wind end - markets 6 | Investor Presentation Total Revenue ($MM) Gross Profit ($MM) Adjusted EBITDA ($MM) Net Income (Loss) ($MM) $40.4 $50.0 $44.8 3Q21 2Q22 3Q22 11% y/y revenue growth driven by improved contributions from Heavy Fabrications and Gearing segments $2.1 $2.4 $3.7 3Q21 2Q22 3Q22 81% y/y growth in gross profit driven by improved asset optimization, cost control; gross margin rate +323 bps y/y Gross Margin 5.1% Gross Margin 8.4% $0.4 $0.4 $1.9 3Q21 2Q22 3Q22 $1.5 million y/y Adjusted EBITDA growth driven by improved operating leverage, demand strength ($2.1) ($2.7) ($1.8) 3Q21 2Q22 3Q22 Lower net loss resulting from improved operating leverage Basic EPS ($0.11) Basic EPS ($0.09)

HEAVY FABRICATIONS SEGMENT Tower demand accelerating following passage of Inflation Reduction Act 7 | Investor Presentation Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) $28.7 $35.6 $30.6 3Q21 2Q22 3Q22 $1.0 $1.2 $1.5 3Q21 2Q22 3Q22 $26.5 $12.9 $62.9 3Q21 2Q22 3Q22 $46.1 $46.9 $79.1 3Q21 2Q22 3Q22 7% y/y revenue growth driven by higher demand for industrial fabrication products, offset by lower tower sales $0.5 million y/y EBITDA growth driven by improved sales volumes 137% y/y increase in segment orders, driven early - IRA demand for wind towers as development activity increases into 2023 72% y/y increase in segment backlog – highest segment backlog since 2Q20 EBITDA Margin 3.3% EBITDA Margin 4.7%

GEARING SEGMENT Improved energy, industrial and mining demand for gearing components 8 | Investor Presentation Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) 35% y/y revenue growth driven by higher customer demand from within energy and industrial end - markets $0.7 million y/y EBITDA growth driven by improved sales volumes and price realization 34% y/y increase in segment orders, driven by broad - based order growth across diverse markets 66% y/y increase in segment backlog – highest backlog (dollars) in recent company history $7.6 $10.1 $10.2 3Q21 2Q22 3Q22 $0.5 $0.1 $1.2 3Q21 2Q22 3Q22 $11.5 $8.9 $15.5 3Q21 2Q22 3Q22 $23.6 $34.3 $39.0 3Q21 2Q22 3Q22 EBITDA Margin 6.0% EBITDA Margin 12.0%

PRUDENT CAPITAL MANAGEMENT Sequential increase in liquidity; building inventory to support incoming tower demand 9 | Investor Presentation Cash & Credit Facility Availability at Quarter - End ($MM) Net Debt Outstanding (1) ($MM) Total Working Capital ($MM) Total Inventory On - Hand ($MM) Sufficient liquidity to support business growth; Nearly $15 million in cash and liquidity Total debt and finance lease obligations of $29.0 million; higher interest rates have impacted net income Decline in project deposits, offset by higher intentional growth in inventory, Higher inventory to support expected customer demand, new project activity $21.1 $10.2 $14.8 3Q21 2Q22 3Q22 $8.0 $22.9 $27.5 3Q21 2Q22 3Q22 (1) On August 4, 2022, Broadwind entered into a $35.0 million Senior Secured Revolving Credit Facility (the “Credit Facility”), including an optional $10.0 mi ll ion accordion feature, and a $7.6 million Senior Secured Term Loan (the “Term Loan). The Term Loan bears interest at SOFR +2.5%; the Credit Facility bears interest at SOFR +2.0 - 2.5%, subject to the level of excess availability on the Credit Facility. $19.6 $25.7 $26.3 3Q21 2Q22 3Q22 $24.9 $34.9 $33.9 3Q21 2Q22 3Q22

STRATEGIC BUSINESS UPDATE Balanced demand acceleration across wind and non - wind end - markets 10 | Investor Presentation Gross Margin 8.4% Basic EPS ($0.09) Favorable Business Outlook Enter 2023 with significant commercial momentum Much improved order visibility, as regulatory uncertainty subsides Passage of the IRA provides PTC visibility; wind tower OEM customers reserving tower capacity for 2023; backlog at elevated levels Liquidity profile stable, although rising rates remain a headwind New Wells Fargo credit facility completed in August 2022, together with proceeds from ATM equity program, supported working capital investments during 3Q22; rising rates do remain a headwind to net income Supply chain remains a headwind, but conditions are improving Component availability remains a challenge, but seeing ratable improvements with key suppliers Fixed overhead cost inflation being passed through strategic price actions Price actions have been well received by customers; anticipate further price increases into 2023, which should support stable margin capture Raw materials cost remain a headwind for some customers While raw materials prices are primarily a pass - through cost; elevated raw materials are easing, contributing to gradual increase in customer activity Improved outlook for the full - year 2023 Increased volume across wind and non - wind markets, recent pricing actions, contribute to positive outlook; anticipated benefit from IRA - related manufacturing credit Total Orders ($MM) Total Backlog ($MM) $34.2 $26.4 $42.6 $55.8 $52.7 $26.0 $84.5 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 $94.4 $74.3 $76.5 $106.4 $117.2 $93.2 $132.2 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22

VISION 2025 Building a precision manufacturing company focused on the energy transition 11 | Investor Presentation Gross Margin 8.4% Vision 2025 Our Strategic Priorities Expand within high - growth renewables markets through new, integrated solutions and innovative, customer - led new product development Develop a culture of operational and commercial excellence; r ecruit and retain top skilled talent to support our strategic objectives and long - term vision Enter adjacent markets through accretive acquisitions that enhance service capabilities, augment product offering and accelerate our leadership position within underserved or emerging market opportunities Drive margin and expansion and profitable growth through operational and commercial optimization of assets; reduce net leverage to support balance sheet optionality Wind Tower, Gearing and Kitting Technologies Adjacent Market Priorities High - growth, energy - transition vertical market focus Solar Commercial/Utility Scale Technologies Clean Fuels Storage, Blending, Compression & Logistics Technologies Power & Infrastructure Precision Components and Technologies

APPENDIX

EXHIBIT A Orders, Revenues and Operating Income (Loss) Consolidated and by Segment 13 | Investor Presentation

EXHIBIT B GAAP to Non - GAAP Consolidated Adjusted EBITDA Reconciliation 14 | Investor Presentation 14 | Investor Presentation

EXHIBIT B GAAP to Non - GAAP Consolidated Adjusted EBITDA Reconciliation 15 | Investor Presentation 15 | Investor Presentation

EXHIBIT C Consolidated Statement of Cash Flows 16 | Investor Presentation 2022 2021 Net (loss) income…...……………………………………………………………………………………………(6,879)$ 6,937$ Adjustments to reconcile net cash used in operating activities: Depreciation and amortization expense…………………………………………………………………….4,581 4,758 Paycheck Protection Program loan forgiveness…………………………………………………………………….- (9,151) Deferred income taxes………………………………………………………………………………………….(13) 19 Change in fair value of interest rate swap agreements………………………………………………………………….(27) 18 Stock-based compensation……………………………………………………………………………………..760 857 Allowance for doubtful accounts……………………………………………………………………………….(18) (434) Common stock issued under defined contribution 401(k) plan…………………………………….915 870 Loss (gain) on disposal of assets……………………………………………………………………………………….3 (33) Changes in operating assets and liabilities: Accounts receivable………………………………………………………………………………………………..(3,096) (360) Employee retention credit receivable………………………………………………………………………………………………..497 (503) Contract assets………………………………………………………………………………………………..(2,353) 763 Inventories ……………………………………………………………………………………………………………(525) 1,848 Prepaid expenses and other current assets……………………………………………………………..(1,200) 689 Accounts payable ……………………………………………………………………………………………….4,968 (4,321) Accrued liabilities………………………………………………………………………………………………1,271 (2,285) Customer deposits…………………………………………………………………………………………….(9,006) (11,139) Other non-current assets and liabilities…………………………………………………………………………………………….(149) 644 Net cash used in operating activities………………………………………………………………………………………………(10,271) (10,823) Purchases of property and equipment……………………………………………………………………………...…….(2,757) (1,369) Proceeds from disposals of property and equipment……………………………………………………………………- 33 (2,757) (1,336) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from line of credit, net………………………………………………………………………..7,966 4,039 Payments for deferred financing costs…………………………………………………………………………(470) - Proceeds from long-term debt…………………………………………………………………………8,113 613 Payments on long-term debt…………………………………………………………………………(261) (159) Principal payments on finance leases………………………………………………………………………………..(1,347) (1,197) Shares withheld for taxes in connection with issuance of restricted stock………………………………………………………………………………..(546) (1,503) Proceeds from sale of common stock, net………………………………………………………………………………..230 9,329 13,685 11,122 - NET INCREASE (DECREASE) IN CASH……………………………………….…………………….657 (1,037) CASH beginning of the period……………………………………………………. 852 3,372 CASH end of the period………………………………………………………………………..1,509$ 2,335$ Nine Months Ended September 30, CASH FLOWS FROM OPERATING ACTIVITIES: CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used in investing activities……………………………………………………………………………………………… Net cash provided by financing activities………………………………………………………………………………………………………………………………

EXHIBIT D Consolidated Balance Sheet 17 | Investor Presentation

18 | Investor Presentation INDEPENDENT WIND ENERGY MANUFACTURERS Broadwind is a Key Link in the Value Chain Wind Blade Gearing / Nacelle Power Cables / System Tower

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

XML

Cover	Nov. 08, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 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