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):  May 14, 2024

_______________________________

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 May 14, 2024, Broadwind, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended March 31, 2024.  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 May 14, 2024, 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 May 14, 2024
99.2	Investor Presentation dated May 14, 2024
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: May 14, 2024	By:	/s/ Eric B. Blashford
		Eric B. Blashford
		President and Chief Executive Officer (Principal Executive Officer)

EX-99.1

EXHIBIT 99.1

Broadwind Announces First Quarter 2024 Results

CICERO, Ill., May 14, 2024 (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 first quarter 2024.

FIRST QUARTER 2024 RESULTS

• Total revenue of $37.6 million
• Net income of $1.5 million, or $0.07 per diluted share
• Total non-GAAP adjusted EBITDA of $4.2 million, or 11.1% of total revenue
• Ratio of net debt to trailing twelve-month non-GAAP adjusted EBITDA of 0.6x as of March 31, 2024

Broadwind reported first quarter net income of $1.5 million, or $0.07 per diluted share, versus $0.8 million, or $0.04 per diluted share, in the year-ago period. The Company reported adjusted EBITDA, a non-GAAP measure, of $4.2 million in the first quarter compared to $4.1 million in the prior-year period. For a reconciliation of GAAP to non-GAAP metrics, please see the appendix of this release.

First quarter results benefited from a higher value sales mix, sustained price discipline, and targeted cost reduction actions, offset by a pause in new wind tower demand. While revenue declined by more than 23% on a year-over-year basis in the first quarter, total gross margin and non-GAAP adjusted EBITDA margin increased more than 330 basis points and 270 basis points, respectively, when compared to the year-ago period, contributing to improved profitability.

First quarter orders increased 43.5% on a sequential basis, as compared to the fourth quarter 2023, but declined as compared to the prior year period. Total backlog was $159.9 million as of March 31, 2024, while the book-to-bill ratio was 0.8x.

As of March 31, 2024, Broadwind had total cash on hand and availability under the Company’s credit facility of $22.4 million, versus $22.8 million at the end of the fourth quarter 2023.

MANAGEMENT COMMENTARY

“During a transitional period for the domestic onshore wind market, we’ve prioritized expansion within emerging growth, non-wind energy-transition verticals, and continued to drive improved operational efficiency across the organization, culminating in continued profitable growth,” stated Eric Blashford, President and CEO of Broadwind.   “While our first quarter wind-related revenue was down versus the prior year, non-wind activity levels are more stable, given strong demand for our precision manufacturing expertise across a diverse base of high-performance OEM customer brands.”

“We believe domestic onshore wind activity is poised to accelerate meaningfully in the 2025-2026 timeframe, given current indications of interest from customers,” continued Blashford. “In the interim, we’re taking action to further optimize our facilities and skilled labor force within other, higher growth energy-transition markets, while capitalizing on multi-year mega trends, including domestic onshoring and reshoring.”

“New order activity accelerated on a sequential basis across each of our reporting segments during the first quarter, with first quarter orders increasing nearly 44% versus the fourth quarter 2023,” continued Blashford. “Within our gearing segment, orders increased on a sequential basis, driven by our wind, mining and energy markets, while within Industrial Solutions, we continue to see strong activity levels from gas turbine customers,” stated Blashford.

“In recent quarters, we’ve taken significant actions to further align our cost structure with the current demand environment,” stated Blashford. “In combination, these actions will contribute more than $4 million in annualized cost savings beginning in the first quarter 2024.   At the end of the first quarter, we had $22.4 million of available cash and liquidity to support our operations and continue to prioritize balance sheet discipline ahead of a positive turn in wind tower demand. As of March 31, 2024, our net leverage was 0.6x, well within our target range of at or below 2.0x.”

“Today, we introduced financial guidance for the second quarter 2024,” concluded Blashford.  “While wind tower demand is expected to remain muted over the near-term, we remain pleased with the pace of new order intake and performance within our other, non-wind markets, a dynamic we expect to continue as we move through the balance of 2024.”

SEGMENT RESULTS

Heavy Fabrications Segment
Broadwind provides large, complex and precision fabrications, and proprietary industrial processing equipment, to customers in a broad range of industrial markets. Key products include wind towers, compressed natural gas pressure reducing systems and industrial fabrications, including mining and material handling components and other frames/structures.

Heavy Fabrications segment sales declined by 30.3% to $22.0 million in the first quarter 2024, as compared to the prior-year period, primarily driven by a 44.3% decline in towers sections sold. The segment reported operating income of $2.0 million in the first quarter, as compared to operating income of $2.8 million in the prior year period. Segment non-GAAP adjusted EBITDA was $3.1 million in the first quarter, as compared to $3.9 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 declined by 30.3% to $8.3 million in the first quarter 2024, as compared to the prior year period, as a result of broad-based softness across major end markets. The segment reported operating income of $0.03 million in the first quarter, compared to operating income of $0.6 million in the prior year period. The segment reported non-GAAP adjusted EBITDA of $0.7 million in the first quarter, versus $1.3 million in the prior-year period.

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 47.4% to $8.0 million in the first quarter 2024, as compared to the prior year period, primarily driven by increased demand for new and aftermarket gas turbine content. The segment reported operating income of $1.8 million in the first quarter compared to operating income of $0.6 million in the prior year period. The segment reported non-GAAP adjusted EBITDA of $1.9 million in the first quarter, versus $0.8 million in the prior year period.

FINANCIAL GUIDANCE

Today, Broadwind introduced financial guidance for the second quarter 2024. The following financial guidance reflects the Company’s current expectations and beliefs. All guidance is current as of the time provided and is subject to change.

	Second Quarter 2024
$ in Millions	Low	Mid	High
Total Revenue	$37	$38	$39
Adjusted EBITDA	$2.5	$3.0	$3.5

FIRST QUARTER 2024 RESULTS CONFERENCE CALL

Broadwind will host a conference call today, May 14, 2024, 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:

Live Teleconference:   877-407-9716

To listen to a replay of the teleconference, which will be available through Tuesday, May 21, 2024:

Teleconference Replay:	844-512-2921
Conference ID:	13745804

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, proxy contest-related expenses 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, (the “Exchange Act”), 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. 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. Forward-looking statements include any statement that does not directly relate to a current or historical fact. Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following: (i) our expectations and beliefs with respect to our financial guidance as set forth in this release; (ii) the impact of global health concerns on the economies and financial markets and the demand for our products; (iii) 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, including the advanced manufacturing tax credits (which remain subject to further technical guidance and regulations), and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (iv) 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; (v) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (vi) 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; (vii) our ability to continue to grow our business organically and through acquisitions; (viii) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (ix) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (x) the sufficiency of our liquidity and alternate sources of funding, if necessary; (xi) our ability to realize revenue from customer orders and backlog (including our ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer); (xii) the economy and the potential impact it may have on our business, including our customers; (xiii) the state of the wind energy market and other energy and industrial markets generally, including the availability of tax credits, and the impact of competition and economic volatility in those markets; (xiv) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xvi) the effects of the change of administrations in the U.S. federal government; (xvii) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xviii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xix) the limited trading market for our securities and the volatility of market price for our securities; (xx) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); and (xxi) 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. 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 CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
			March 31,			December 31,
				2024			2023
ASSETS
CURRENT ASSETS:
	Cash		$	1,073		$	1,099
	Accounts receivable, net			14,601			19,231
	AMP credit receivable			1,732			7,051
	Contract assets			660			1,460
	Inventories			37,386			37,405
	Prepaid expenses and other current assets			2,829			3,500
		Total current assets		58,281			69,746
LONG-TERM ASSETS:
	Property and equipment, net			47,137			47,123
	Operating lease right-of-use assets, net			15,159			15,593
	Intangible assets, net			1,899			2,064
	Other assets			595			630
TOTAL ASSETS			$	123,071		$	135,156
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Line of credit and current maturities of long-term debt\		$	1,428		$	5,903
	Current portion of finance lease obligations			2,205			2,153
	Current portion of operating lease obligations			1,914			1,851
	Accounts payable			16,298			20,728
	Accrued liabilities			6,406			6,477
	Customer deposits			11,403			16,500
		Total current liabilities		39,654			53,612
LONG-TERM LIABILITIES:
	Long-term debt, net of current maturities			6,262			6,250
	Long-term finance lease obligations, net of current portion			3,733			3,372
	Long-term operating lease obligations, net of current portion			15,374			15,888
	Other			7			15
		Total long-term liabilities		25,376			25,525
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; 21,947,606
	and 21,840,301 shares issued as of March 31, 2024 and
	December 31, 2023, respectively			22			22
	Treasury stock, at cost, 273,937 shares as of March 31, 2024 and December 31, 2023,
	respectively			(1,842	)		(1,842	)
	Additional paid-in capital			399,848			399,336
	Accumulated deficit			(339,987	)		(341,497	)
		Total stockholders' equity		58,041			56,019
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	123,071		$	135,156

BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
		Three Months Ended March 31,
			2024			2023
Revenues		$	37,616		$	48,873
Cost of sales			30,979			41,897
Gross profit			6,637			6,976
OPERATING EXPENSES:
Selling, general and administrative			4,394			5,526
Intangible amortization			165			168
	Total operating expenses		4,559			5,694
Operating income			2,078			1,282
OTHER EXPENSE, net:
Interest expense, net			(532	)		(488	)
Other, net			3			(2	)
	Total other expense, net		(529	)		(490	)
Net income before provision for income taxes			1,549			792
Provision for income taxes			39			23
NET INCOME		$	1,510		$	769
NET INCOME PER COMMON SHARE - BASIC:
Net income		$	0.07		$	0.04
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC			21,595			20,869
NET INCOME PER COMMON SHARE - DILUTED:
Net income		$	0.07		$	0.04
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED			21,807			21,387

BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
				Three Months Ended March 31,
					2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	1,510		$	769
Adjustments to reconcile net cash provided by (used in) provided by operating activities:
		Depreciation and amortization expense			1,596			1,605
		Deferred income taxes			(8	)		(5	)
		Stock-based compensation			225			178
		Allowance for doubtful accounts			(2	)		14
		Common stock issued under defined contribution 401(k) plan			287			302
		Changes in operating assets and liabilities:
			Accounts receivable		4,632			(8,841	)
			AMP credit receivable		5,319			(3,162	)
			Contract assets		800			46
			Inventories		19			(4,281	)
			Prepaid expenses and other current assets		635			130
			Accounts payable		(4,005	)		(784	)
			Accrued liabilities		(71	)		847
			Customer deposits		(5,097	)		(12,799	)
			Other non-current assets and liabilities		17			(3	)
Net cash provided by (used in) operating activities					5,857			(25,984	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment				(1,744	)		(1,065	)
Net cash used in investing activities					(1,744	)		(1,065	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	(Payments on) proceeds from line of credit, net				(4,657	)		16,945
	Proceeds from long-term debt				1,244			-
	Payments on long-term debt				(325	)		(634	)
	Principal payments on finance leases				(401	)		(265	)
Net cash (used in) provided by financing activities					(4,139	)		16,046
NET DECREASE IN CASH					(26	)		(11,003	)
CASH beginning of the period					1,099			12,732
CASH end of the period				$	1,073		$	1,729

BROADWIND, INC. AND SUBSIDIARIES SELECTED SEGMENT FINANCIAL INFORMATION (IN THOUSANDS) (UNAUDITED)
		Three Months Ended
		March 31,
			2024			2023
ORDERS:
	Heavy Fabrications	$	11,221		$	20,236
	Gearing		10,446			12,393
	Industrial Solutions		7,329			6,973
	Total orders	$	28,996		$	39,602
REVENUES:
	Heavy Fabrications	$	22,016		$	31,593
	Gearing		8,337			11,965
	Industrial Solutions		7,994			5,423
	Corporate and Other		(731	)		(108	)
	Total revenues	$	37,616		$	48,873
OPERATING PROFIT/(LOSS):
	Heavy Fabrications	$	2,046		$	2,790
	Gearing		25			581
	Industrial Solutions		1,767			622
	Corporate and Other		(1,760	)		(2,711	)
	Total operating profit (loss)	$	2,078		$	1,282

BROADWIND, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (IN THOUSANDS) (UNAUDITED)
Consolidated		Three Months Ended March 31,
			2024			2023
Net Income		$	1,510		$	769
Interest Expense			532			488
Income Tax Provision			39			23
Depreciation and Amortization			1,596			1,605
Share-based Compensation and Other Stock Payments			503			493
Proxy Contest-Related Expenses			(10	)		720
	Adjusted EBITDA (Non-GAAP)	$	4,170		$	4,098

Heavy Fabrications Segment	Three Months Ended March 31,
		2024			2023
Net Income	$	2,587		$	2,590
Interest Expense		89			140
Income Tax (Benefit) Provision		(630	)		60
Depreciation		911			858
Share-based Compensation and Other Stock Payments		178			210
Adjusted EBITDA (Non-GAAP)	$	3,135		$	3,858

Gearing Segment	Three Months Ended March 31,
		2024			2023
Net (Loss) Income	$	(35	)	$	501
Interest Expense		54			73
Income Tax Provision		7			8
Depreciation and Amortization		540			595
Share-based Compensation and Other Stock Payments		102			117
Adjusted EBITDA (Non-GAAP)	$	668		$	1,294

Industrial Solutions Segment	Three Months Ended March 31,
		2024		2023
Net Income	$	1,584	$	529
Interest Expense		163		83
Income Tax Provision		23		8
Depreciation and Amortization		100		94
Share-based Compensation and Other Stock Payments		50		43
Adjusted EBITDA (Non-GAAP)	$	1,920	$	757

Corporate and Other	Three Months Ended March 31,
		2024			2023
Net Loss	$	(2,626	)	$	(2,851	)
Interest Expense		226			192
Income Tax Provision (Benefit)		639			(53	)
Depreciation and Amortization		45			58
Share-based Compensation and Other Stock Payments		173			123
Proxy Contest-Related Expenses		(10	)		720
Adjusted EBITDA (Non-GAAP)	$	(1,553	)	$	(1,811	)

IR CONTACT

Noel Ryan, IRC
BWEN@val-adv.com

EX-99.2

Exhibit 99.2

1 Broadwind | Investor Presentation 2023 First Quarter 2024 Conference Call Presentation May 14, 2024

2 Broadwind | Investor Presentation 2023 SAFE HARBOR STATEMENT This document 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 . 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 . Forward looking statements include any statement that does not directly relate to a current or historical fact . Our forward - looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following : ( i ) the impact of global health concerns 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, including the advanced manufacturing tax credits (which remain subject to further technical guidance and regulations), 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) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow ; (v) 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 ; (vi) our ability to continue to grow our business organically and through acquisitions ; (vii) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows ; (viii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security ; (ix) the sufficiency of our liquidity and alternate sources of funding, if necessary ; (x) our ability to realize revenue from customer orders and backlog (including our ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer) ; (xi) the economy 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, including the availability of tax credits, 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) the limited trading market for our securities and the volatility of market price for our securities ; (xix) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future) ; 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 . 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 .

1Q24 PERFORMANCE SUMMARY

4 Broadwind | Investor Presentation 2023 PERFORMANCE UPDATE Strategic Progress Points As of May 2024 Higher quality of earnings. Improved margin realization, net income and Adjusted EBITDA, despite demand pause within core wind markets Improved margin realization. Adjusted EBITDA margins +270 bps y/y to 11.1%, supported by operational execution, cost actions, price discipline New order s +44% on a sequential basis . Order rates increased on a sequential basis across all three reporting segments in the first quarter 2024 vs. the fourth quarter 2023 Introduced second quarter 2024 financial guidance. Continued momentum expected within non - wind verticals; early recovery in onshore wind tower demand to begin in late 2024 Investment Thesis Building a platform for profitable growth First Quarter 2024 Investment Thesis Building a platform for profitable growth Building a profitable precision manufacturing platform to support growing demand for energy transition and renewables - focused specialty fabrications and technologies Passage of IRA fundamentally transforming the margin and profitability profile of our business, with a decade of tax credit support under the legislation Building balanced exposure across both renewables and diverse end - markets , which provides more stability versus wind - only order flows Monetization of earned AMP tax credits expected to bolster liquidity in 2024 Positioned to capitalize on a recovery in the domestic onshore wind market into 2025 - 2026 Targeted commercial expansion, improved operational execution Strong 1Q24 Results Targeted cost reduction actions. Eliminated $4 million of annualized costs beginning in the first quarter 2024

5 Broadwind | Investor Presentation 2023 Year - over - year organic growth in margin realization and profitability CONSOLIDATED FINANCIAL PERFORMANCE Total Revenue ($MM) Gross Profit ($MM) Adjusted EBITDA ($MM) GAAP Net Income ($MM) Solid commercial execution within non - wind businesses; targeted cost controls; improved mix; sustained price discipline Year - over - year revenue decline in Heavy Fabrications and Gearing segments, partially offset by growth in Industrial Solutions Gross margin increased by +330 bps y/y to 17.6%, while Adjusted EBITDA margin increased +270 bps y/y to 11.1% Delivered $0.7 million y/y increase in GAAP Net Income to $1.5 million Gross Margin rate +943 bps y/y to 17.8% Adj. EBITDA margin rate +904 bps y/y to 13.3% $48.9 $37.6 1Q23 1Q24 $7.0 $6.6 1Q23 1Q24 $4.1 $4.2 1Q23 1Q24 $0.8 $1.5 1Q23 1Q24

6 Broadwind | Investor Presentation 2023 First Quarter 2024 HEAVY FABRICATIONS SEGMENT Solid operational execution supports improved margin realization Higher margin realization despite lower revenue generation, given transitional pause in wind tower demand Segment EBITDA margin increased 200 bps y/y to 14.2% in 1Q24 Sold 78 wind tower sections in 1Q24, a decline of 44% y/y Modest sequential increase in orders, resulting in a segment book - to - bill of 0.5x Segment backlog of $120 million as of 1Q24 Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) $20.2 $11.2 1Q23 1Q24 $3.9 $3.1 1Q23 1Q24 $31.6 $22.0 1Q23 1Q24 $228.1 $120.0 1Q23 1Q24

7 Broadwind | Investor Presentation 2023 First Quarter 2024 GEARING SEGMENT Solid bookings activity sets a positive tone as we move into 2H24 Book - to - bill of 1.25x, supported by increased demand within the mining and industrial end - markets Gearing orders increased by nearly 190% sequentially in the first quarter 2024 While segment backlog was down materially versus the PY period, Gearing backlog has stabilized, increasing sequentially in 1Q24 for the first time since 1Q23 Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) $12.0 $8.3 1Q23 1Q24 $1.3 $0.7 1Q23 1Q24 $12.4 $10.4 1Q23 1Q24 $42.9 $23.8 1Q23 1Q24

8 Broadwind | Investor Presentation 2023 First Quarter 2024 INDUSTRIAL SOLUTIONS SEGMENT Continue to see demand acceleration within the natural gas turbine market, building on the market recovery evidenced throughout 2022 - 2023 Strong organic revenue growth , supported by strong demand within NGT and energy markets Segment revenue +47% y/y; segment EBITDA +$1.2 million y/y Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) EBITDA margin rate +1146 bps y/y to 15.5% $5.4 $8.0 1Q23 1Q24 $0.8 $1.9 1Q23 1Q24 $7.0 $7.3 1Q23 1Q24 $16.8 $16.1 1Q23 1Q24

9 Broadwind | Investor Presentation 2023 (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 l evel of excess availability on the Credit Facility. Maintaining stable liquidity profile sufficient to support the long - term growth of the business Capital allocation priorities include debt reduction, organic investments in IP; and opportunistic investments in complementary, immediately accretive bolt - on acquisitions $22.4 million of cash and availability under credit facility as of 3/31/24 Generated approximately $5.9 million of operating cash flow in 1Q24 Net leverage of 0.6x as of 3/31/24, down from 4.4x in the PY period Cash and LOC Availability at Quarter - End ($MM) Net Debt Outstanding (1) ($MM) Total Inventory ($MM) First Quarter 2024 BALANCE SHEET UPDATE Total Operating Working Capital ($MM) $12.3 $22.4 1Q23 1Q24 $28.9 $12.6 1Q23 1Q24 $26.8 $24.3 1Q23 1Q24 $48.5 $37.4 1Q23 1Q24

10 Broadwind | Investor Presentation 2023 Introducing Second Quarter 2024 revenue and Adjusted EBITDA guidance Guidance supported by targeted commercial growth within high - value, growth - oriented fabrications markets, together with a targeted focus on asset optimization and operational discipline Assumes approximately 25% utilization at tower facilities in the second quarter 2024, as if no new tower orders were received Anticipate early indications of a recovery in onshore tower demand in late 2024 Total Revenue Range ($MM) Total Adjusted EBITDA Range ($MM) As of May 14, 2024 SECOND QUARTER 2024 FINANCIAL GUIDANCE $37 $39 Low High $2.5 $3.5 Low High

APPENDIX

12 Broadwind | Investor Presentation 2023 CORPORATE OVERVIEW We support the world’s energy transition as a leading independent producer of wind towers, gearing, custom fabrications, clean fuel processing systems and supply chain solutions Broadwind is a precision manufacturer of technologically advanced, high - value components and solutions for industrial clients. We are one of the leading independent wind tower manufacturers in the United States. Our most significant business serves the US domestic wind energy industry, with primary production facilities that are strategically located to meet our customers’ project needs. We also serve industrial customers in a diversified set of industrial markets including oil & gas, industrial, power generation, mining and construction. This strategic diversification allows us to leverage our manufacturing expertise to improve capacity utilization, expand our customer base and balance our exposure to the volatile demand in the US wind energy industry.

13 Broadwind | Investor Presentation 2023 What we do Precision manufacturing within wind sector and other diverse end - markets We provide large complex and precision fabrications to customers in a broad range of industrial markets, as well as proprietary clean fuel processing systems. Key products include wind towers, PRS units and industrial fabrications, which include components for mining, construction, marine, material handling and other applications Heavy Fabrications Segment 66% of 2023 Revenue We provide custom gearing, gearboxes and heat treat services to a broad set of customers in diverse markets, including oil and gas production, surface and underground mining, wind energy, steel, material handling and other infrastructure markets Gearing Segment 22% of 2023 Revenue We provide supply chain solutions, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine and solar power generation markets Industrial Solutions Segment 12% of 2023 Revenue Why we win Unique Value Proposition Proven engineering, product development and technical capabilities Expertise in manufacturing large, complex fabrications, gearing, and proprietary clean fuel processing systems Integrated design, sourcing, fabrication, machining, coating, assembly Stringent testing and quality capabilities Targeted, multi - industry focus Our manufacturing base Established Original Equipment Manufacturer (“OEM”) Relationships Our customer base Established OEM Relationships Manitowoc, WI Tower Manufacturing Industrial Fabrications Facility Abilene, TX Tower Manufacturing Industrial Fabrications Facility Cicero, IL Gear Manufacturing and Gearbox Repair Facility Pittsburgh, PA Gearbox Repair and Heat Treat Facility Sanford, NC Industrial Solutions and Gearbox Repair Facility OUR BUSINESS Building a platform sustained, profitable growth and long - term value creation

14 Broadwind | Investor Presentation 2023 INFLATION REDUCTION ACT IMPACT BENEFIT At full utilization, IRA could provide up to ~$30 million in incremental annual gross profit Broadwind is prepared to leverage the benefits of the IRA to create shareholder value The IRA serves to materially enhance tower production economics The IRA, which passed into law in 2022, provides critical industries, including those supporting the energy transition, with tax credits designed to accelerate a generational shift in the energy production mix from fossil fuels toward renewable energy, including wind. Included within section 45x of the IRA is a provision for a new advanced manufacturing tax credit Theoretical IRA Benefit to Broadwind Quantifying potential impact of the 45x advanced manufacturing credit Theoretical annual gross profit benefit to Broadwind $30 million Annual tower production @ 100% utilization (1) 325 towers Average MW per Tower (2) 3.1 avg. MW per tower Total Watts per MW 1,000,000 Cents Per Watt (3) $0.03 per watt Financial benefit of 45x credit per MW (4) $30,000 Average benefit per tower (5) $93,000 (1) Broadwind has an estimated 1,300 sections of annual optimal tower capacity; assuming each tower is four sections, the Company has the theoretical capacity to produce up to 325 towers (2) Common OEM platforms range from 2.8 to 3.4 MW per tower (3) As defined in the Inflation Reduction Act of 2022, section 45x (B)(2)(A)(0) (4) $0.03 x 1,000,000 watts per MW (5) Assuming average MW per tower of 3.1

15 Broadwind | Investor Presentation 2023 PASSAGE OF IRA SUPPORTS MULTI - YEAR INVESTMENT IN WIND Inflation Reduction Act of 2022 supports multi - decade decarbonization of domestic energy grid Broadwind is uniquely positioned to take advantage of the increased development activity driven by the IRA. Our Board and Management have deep knowledge of the wind market. IRA provides transformative, long - term funding for the entire energy ecosystem, including wind and solar 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, providing long - term support for multi - year investments in both onshore and offshore wind development We will seek to drive growth in excess of domestic onshore installation activity growth United States Onshore Wind Development Forecast (1) (Total GW Installed Annually, Includes Repowering (2024e - 2033e) (1) Wood Mackenzie Power & Renewables – Wind Power Outlook – Updated April 2024 7.7 12.7 13.7 15.8 16.3 16.4 15.4 15.3 15.8 15.8 2024e 2025e 2026e 2027e 2028e 2029e 2030e 2031e 2032e 2033e

16 Broadwind | Investor Presentation 2023 APPENDIX Balance Sheet

17 Broadwind | Investor Presentation 2023 APPENDIX Income Statement

18 Broadwind | Investor Presentation 2023 APPENDIX Statement of Cash Flows

19 Broadwind | Investor Presentation 2023 APPENDIX GAAP to Non - GAAP Reconciliation Consolidated 2024 2023 Net Income……………..…………...……………………………………… 1,510$ 769$ Interest Expense…………………….……………………………………. 532 488 Income Tax Provision…………………………….....…………………… 39 23 Depreciation and Amortization………………..……………………………………………………1,596 1,605 Share-based Compensation and Other Stock Payments………………………………………………………………503 493 Proxy Contest-Related Expenses………....................…………… (10) 720 Adjusted EBITDA (Non-GAAP)…………………………. 4,170$ 4,098$ Three Months Ended March 31, Heavy Fabrications Segment 2024 2023 Net Income……………………...…………………………….……. 2,587$ 2,590$ Interest Expense……………………………..……………………. 89 140 Income Tax (Benefit) Provision……..…………………...…………………… (630) 60 Depreciation……………………………………………………………… 911 858 Share-based Compensation and Other Stock Payments………………………………………………………………178 210 Adjusted EBITDA (Non-GAAP)…………………………….. 3,135$ 3,858$ Three Months Ended March 31, Gearing Segment 2024 2023 Net (Loss) Income……………………...……………………...……………. (35)$ 501$ Interest Expense………………………...……………………………… 54 73 Income Tax Provision…………………...…………………… 7 8 Depreciation and Amortization………………………………………………………………540 595 Share-based Compensation and Other Stock Payments………………………………………………………………102 117 Adjusted EBITDA (Non-GAAP)……………………….. 668$ 1,294$ Three Months Ended March 31, Corporate and Other 2024 2023 Net Loss………………………..……...……………………………. (2,626)$ (2,851)$ Interest Expense……………….…………………………………… 226 192 Income Tax Provision (Benefit) …………………..…………… 639 (53) Depreciation and Amortization………………………………………………………………45 58 Share-based Compensation and Other Stock Payments………………………………………………………………173 123 Proxy Contest-Related Expenses…………………………………...…………………….(10) 720 Adjusted EBITDA (Non-GAAP)……………………..……………. (1,553)$ (1,811)$ Three Months Ended March 31,

20 Broadwind | Investor Presentation 2023 APPENDIX Segment - Level Data

21 Broadwind | Investor Presentation 2023 Please contact our investor relations team at BWEN@val-adv.com IR CONTACT

XML

Cover	May 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
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