UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): July 30, 2015
 
BROADWIND ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	 	001-34278	 	88-0409160	
(State or Other Jurisdiction of	 	(Commission File Number)	 	(IRS Employer Identification No.)	
Incorporation)	 	 	 	 	
 
3240 South Central Avenue, Cicero, Illinois 60804
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (708) 780-4800
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 2.02.  Results of Operations and Financial Condition.
 
On July 30, 2015, Broadwind Energy, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended June 30, 2015.  The press release is incorporated herein by reference and is attached hereto as Exhibit 99.1.
 
The information contained in, or incorporated into, this Item 2.02 of this Current Report on Form 8-K (this “Report”), including Exhibit 99.1, is furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act regardless of any general incorporation language in such filings.
 
Item 7.01.  Regulation FD Disclosure.
 
An investor presentation dated July 30, 2015 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, 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 July 30, 2015	
99.2	 	Investor Presentation dated July 30, 2015	
 
2 

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

 	BROADWIND ENERGY, INC.	
 	 	
July 30, 2015	By:	/s/ Stephanie K. Kushner	
 	 	Stephanie K. Kushner	
 	 	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	
 
3 

 
EXHIBIT INDEX

EXHIBIT
NUMBER	 	DESCRIPTION	
 	 	 	
99.1	 	Press Release dated July 30, 2015	
99.2	 	Investor Presentation dated July 30, 2015	
 
4 

Exhibit 99.1

Broadwind Energy Announces Second Quarter 2015 Results
 
Highlights:
 
·                   Returned to profitability; Q2 2015 EPS of $.11 in line with Q2 2014
 
·                   Booked $60 million in new orders during Q2; ending backlog totaled $169 million
 
·                   Revenue of $65 million, down 5% from Q2 2014 due primarily to downturn in oil and gas and mining markets
 
·                   Record-low operating expenses of 8% of sales, reflecting aggressive cost management
 
·                   Extended credit line with better terms and cash availability
 
·                   Board authorizes evaluation of strategic alternatives for Services business
 
Cicero, Ill., July 30, 2015 — Broadwind Energy, Inc. (NASDAQ: BWEN) reported sales of $65.2 million for the second quarter of 2015, down 5% compared to $68.4 million in the second quarter of 2014 due mainly to weak demand from oil and gas and mining customers. The towers business rebounded as expected and Q2 2015 sales were in line with Q2 2014.
 
The Company reported net income of $1.6 million or $.11 per diluted share in Q2 2015, compared to $1.9 million or $.12 per diluted share in Q2 2014. The $.01 per share reduction was due to lower Towers and Weldments segment results, partially offset by improvements in the Gearing segment and lower corporate expenses. Towers and Weldments segment revenue was up $2.1 million in Q2 2015 compared to Q2 2014, however, operating income was down $1.4 million compared to Q2 2014 because of an unusually high-margin mix of towers in Q2 2014 and because of weaker weldments profitability in Q2 2015. The Company reported non-GAAP adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, share-based payments and restructuring costs) of $4.7 million in Q2 2015, down from $5.9 million in Q2 2014. The $1.2 million decrease was due mainly to the factors described above.
 
Peter Duprey, President and Chief Executive Officer, stated, “Broadwind had a solid second quarter with improved financial performance, despite the impact on our gearing and weldments businesses of the ongoing market weakness from oil and gas and mining customers. Consolidated gross margin for Q2 2015 recovered to 11% and our operating expenses declined to 8% of sales, a record low for the Company, reflecting the cost management actions implemented last quarter. We booked $60 million in new orders, including a $50 million tower order for 2016, and we extended our bank line of credit with better terms and better availability. Our Towers and Weldments segment sold 142 towers during the quarter, including 12 towers that were in inventory at March 31, 2015. Our production in Abilene is back on track and our Manitowoc facility continues to outperform prior-year levels. In Gearing, we continue to navigate through depressed oil and gas and mining markets, but despite significantly less revenue, we reduced Gearing’s operating loss by over 15% due in part to aggressive cost management and better manufacturing efficiencies.”

 
“After much consideration, we have decided to evaluate strategic alternatives for our Services business. The wind services industry is becoming increasingly consolidated and the operational synergies with the rest of Broadwind appear limited. Our Services management team and employees will work with our customers to conduct business as usual during the strategic review period.”
 
Mr. Duprey concluded, “Broadwind made significant strides forward in Q2 2015 and we expect to have a strong third quarter with projected operating income of $1-2 million. We expect to reduce raw material inventories by $5-7 million during the next several months and rebuild significant cash balances to more than $15 million by year-end.”
 
For the six months ended June 30, 2015 revenue totaled $116.3 million, compared to $127.2 million for the six months ended June 30, 2014. The 8.6% reduction was due mainly to production issues in the Towers and Weldments segment in Q1 2015 and a shortfall in the Gearing segment due to weaker demand from oil and gas and mining customers in the first half of 2015. Net loss for the six months ended June 30, 2015 totaled $3.4 million, or $.23 per share, compared with net income of $.8 million, or $.05 per share, for the six months ended June 30, 2014. The decrease was primarily due to tower production issues in the Abilene facility in Q1 2015, an unusually high-margin mix of towers in the first half of 2014 and weaker weldments profitability in the first half of 2015. The Company reported non-GAAP adjusted EBITDA of $2.8 million in 2015, down from $8.7 million in 2014, due to the factors described above.
 
Orders and Backlog
 
The Company booked $60.0 million in net new orders in Q2 2015, up from $23.6 million in Q2 2014. Towers and Weldments orders, which vary considerably from quarter to quarter, totaled $51.4 million, up from $.9 million in Q2 2014. This included a $50.0 million order for 2016 tower production. Gearing orders totaled $3.9 million, down significantly from $18.3 million in Q2 2014. Services orders totaled $4.7 million, up from $4.4 million in Q2 2014.
 
At June 30, 2015, total backlog was $169 million, down 24% from the backlog at June 30, 2014.
 
Segment Results
 
Towers and Weldments
 
Broadwind Energy produces fabrications for wind, oil and gas, mining and other industrial applications, specializing in the production of wind turbine towers.
 
Towers and Weldments segment sales totaled $55.0 million in Q2 2015, up 4% from $52.9 million in Q2 2014 due to a 20% increase in tower volume in Q2 2015. This was somewhat offset by a greater mix of larger, more complex towers sold in Q2 2014 and $1.5 million of lower weldments revenue in Q2 2015. Towers and Weldments operating income for Q2 2015 recovered sharply following the past two quarters, which were adversely impacted by production difficulties in the Abilene tower plant and the effects of the West Coast port labor slowdown. Operating income for Q2 2015 totaled $7.2 million or 13% of sales, down 16% from $8.6 million in Q2 2014 which included delivery of an unusually complex, high-margin mix of towers. Additionally, weldments profitability was $1.1 million weaker in Q2 2015, due to reduced
 
2 

 
demand from mining and oil and gas customers. The Company’s weldments plant in Manitowoc, WI was idled this quarter until the oil and gas and mining markets rebound.
 
Non-GAAP adjusted EBITDA in Q2 2015 was $8.1 million, or 14.8% of sales, compared to $9.6 million in Q2 2014, due to the factors described above.
 
Gearing
 
Broadwind Energy engineers, builds and remanufactures precision gears and gearboxes for oil and gas, mining, steel and wind applications.
 
Gearing segment sales totaled $8.0 million in Q2 2015, down significantly from $12.4 million in Q2 2014 due to weak demand from oil and gas and mining customers. Despite the lower volumes, the Gearing segment’s operating loss narrowed to $1.5 million in Q2 2015 compared to an operating loss of $1.8 million in Q2 2014 due in part to lower depreciation, the benefits of completing the consolidation investment and successful cost management. Gearing non-GAAP adjusted EBITDA loss was $.2 million in Q2 2015, compared to non-GAAP adjusted EBITDA of $.6 million in Q2 2014, due in part to lower depreciation and restructuring expenses which are not reflected in non-GAAP adjusted EBITDA.
 
Services
 
Broadwind Energy specializes in non-routine drivetrain and blade maintenance services and offers comprehensive field services to the wind industry.
 
Services segment revenue was $2.7 million in Q2 2015, compared to $3.5 million in Q2 2014, due to weak demand for turbine blade repairs and lower shop activity. The Services segment’s operating loss totaled $1.8 million, compared to $1.3 million in Q2 2014, due to lower volumes and inventory charges of $.4 million related in part to the consolidation of the gearbox shops. Services’ non-GAAP adjusted EBITDA loss totaled $1.4 million in Q2 2015, compared to $1.0 million in Q2 2014, due to the factors described above.
 
Corporate and Other
 
Corporate and other expenses totaled $2.0 million in Q2 2015, down 40% compared to Q2 2014, due to lower incentive compensation and the absence of a $750,000 regulatory reserve incurred in Q2 2014.
 
Cash and Liquidity
 
On June 30, 2015, the Company announced the extension of its $20 million credit facility with AloStar Bank of Commerce. Under the terms of the new agreement, to improve the availability of credit to the Company, the facility has transitioned from a $20 million revolving line of credit to a $15 million revolving line of credit plus a $5 million term loan. The amended credit line was extended until August 31, 2016 with an annual interest rate of 30-day LIBOR plus 3.25%. The term loan has an annual interest rate of 30-day LIBOR plus 3.5% and also matures on August 31, 2016.
 
During the quarter, operating working capital (accounts receivable and inventory, net of accounts payable and customer deposits) increased to $38.2 million due mainly to higher
 
3 

 
supplier payments and draw-down of customer advances, which more than offset the beneficial impact of reduced finished goods inventories. Operating working capital as a percent of three-month annualized sales remained at 15%, unchanged from Q1 2015, but is expected to decline sharply before year-end.
 
Net debt rose $4.0 million to $8.4 million due to a reduction in customer deposits and increased supplier payments, which more than offset the benefit of $2.7 million in reduced inventory. Working capital balances are expected to decline by more than $10 million by the end of the year.
 
About Broadwind Energy, Inc.
 
Broadwind Energy (NASDAQ: BWEN) applies decades of deep industrial expertise to innovate integrated solutions for customers in the energy and infrastructure markets. From gears and gearing systems for wind, steel, oil and gas and mining applications, to wind towers, to comprehensive remanufacturing of gearboxes and blades, to operations and maintenance services and industrial weldments, we have solutions for the energy needs of the future. With facilities throughout the U.S., Broadwind Energy’s talented team of nearly 800 employees is committed to helping customers maximize performance of their investments — quicker, easier and smarter. Find out more at www.bwen.com.
 
Forward-Looking Statements
 
This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding our future financial condition or results of operations, cash flows, performance, business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management, our exploration of strategic alternatives for the Services business and our prospects and strategies for future growth. 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. These statements are based on current expectations, and we undertake no obligation to update these statements to reflect events or circumstances occurring after this release. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include, but are not limited to: expectations regarding our business, end-markets, relationships with customers and our ability to diversify our customer base; the impact of competition and economic volatility on the industries in which we compete, including, but not limited to, the oil and gas and mining markets; our ability to realize revenue from customer orders and backlog; the impact of regulation on our end-markets, including the wind energy industry in particular; the sufficiency of our liquidity and working capital and our plans to evaluate alternative sources of funding if necessary; our ability to preserve and utilize our tax net operating loss carry-forwards; our plans to continue to grow our business through organic growth; our plans with respect to the use of proceeds from financing activities and our ability to operate our business efficiently, manage capital expenditures and costs effectively, and generate cash flow; and other risks and uncertainties described in our filings with the Securities and Exchange Commission, including
 
4 

 
those contained in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014.
 
BWEN INVESTOR CONTACT: Joni Konstantelos, 708.780.4819 joni.konstantelos@bwen.com
 
5 

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

 	 	June 30,	 	December 31,	 	
 	 	2015	 	2014	 	
 	 	(Unaudited)	 	 	 	
ASSETS	 	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	 	
Cash and cash equivalents	 	$	509	 	$	12,149	 	
Short-term investments	 	—	 	8,024	 	
Restricted cash	 	83	 	83	 	
Accounts receivable, net of allowance for doubtful accounts of $96 and $82 as of June 30, 2015 and December 31, 2014, respectively	 	21,323	 	20,012	 	
Inventories, net	 	43,152	 	34,921	 	
Prepaid expenses and other current assets	 	1,112	 	1,815	 	
Assets held for sale	 	1,517	 	738	 	
Total current assets	 	67,696	 	77,742	 	
Property and equipment, net	 	58,721	 	62,952	 	
Intangible assets, net	 	5,237	 	5,459	 	
Other assets	 	407	 	464	 	
TOTAL ASSETS	 	$	132,061	 	$	146,617	 	
 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	
CURRENT LIABILITIES:	 	 	 	 	 	
Lines of credit and notes payable	 	$	527	 	$	—	 	
Current maturities of long-term debt	 	779	 	268	 	
Current portions of capital lease obligations	 	609	 	766	 	
Accounts payable	 	17,666	 	18,461	 	
Accrued liabilities	 	8,261	 	9,553	 	
Customer deposits	 	8,602	 	22,619	 	
Total current liabilities	 	36,444	 	51,667	 	
 	 	 	 	 	 	
LONG-TERM LIABILITIES:	 	 	 	 	 	
Long-term debt, net of current maturities	 	6,886	 	2,650	 	
Long-term capital lease obligations, net of current portions	 	143	 	427	 	
Other	 	3,001	 	3,493	 	
Total long-term liabilities	 	10,030	 	6,570	 	
 	 	 	 	 	 	
COMMITMENTS AND CONTINGENCIES	 	 	 	 	 	
 	 	 	 	 	 	
STOCKHOLDERS’ EQUITY:	 	 	 	 	 	
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding	 	—	 	—	 	
Common stock, $0.001 par value; 30,000,000 shares authorized; 14,955,300 and 14,844,307 shares issued as of June 30, 2015 and December 31, 2014, respectively	 	15	 	15	 	
Treasury stock, at cost, 273,937 shares at June 30, 2015 and December 31, 2014, respectively	 	(1,842	)	(1,842	)	
Additional paid-in capital	 	377,792	 	377,185	 	
Accumulated deficit	 	(290,378	)	(286,978	)	
Total stockholders’ equity	 	85,587	 	88,380	 	
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	 	$	132,061	 	$	146,617	 	
 
6 

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

 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	 	
 	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	65,225	 	$	68,381	 	$	116,276	 	$	127,181	 	
Cost of sales	 	57,991	 	59,231	 	108,303	 	112,669	 	
Restructuring	 	—	 	519	 	—	 	788	 	
Gross profit	 	7,234	 	8,631	 	7,973	 	13,724	 	
 	 	 	 	 	 	 	 	 	 	
OPERATING EXPENSES:	 	 	 	 	 	 	 	 	 	
Selling, general and administrative	 	5,262	 	5,620	 	10,868	 	11,537	 	
Intangible amortization	 	111	 	111	 	222	 	222	 	
Regulatory settlement	 	—	 	750	 	—	 	750	 	
Restructuring	 	—	 	49	 	—	 	109	 	
Total operating expenses	 	5,373	 	6,530	 	11,090	 	12,618	 	
Operating loss	 	1,861	 	2,101	 	(3,117	)	1,106	 	
 	 	 	 	 	 	 	 	 	 	
OTHER (EXPENSE) INCOME, net:	 	 	 	 	 	 	 	 	 	
Interest expense, net	 	(264	)	(184	)	(436	)	(344	)	
Other, net	 	(44	)	(16	)	168	 	120	 	
Total other (expense) income, net	 	(308	)	(200	)	(268	)	(224	)	
 	 	 	 	 	 	 	 	 	 	
Net income (loss) before provision for income taxes	 	1,553	 	1,901	 	(3,385	)	882	 	
(Benefit) provision for income taxes	 	(62	)	41	 	15	 	65	 	
NET INCOME (LOSS)	 	1,615	 	1,860	 	(3,400	)	817	 	
GAIN (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX	 	—	 	—	 	—	 	—	 	
NET INCOME (LOSS)	 	$	1,615	 	$	1,860	 	$	(3,400	)	$	817	 	
 	 	 	 	 	 	 	 	 	 	
NET LOSS PER COMMON SHARE - BASIC:	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	0.11	 	$	0.13	 	$	(0.23	)	$	0.06	 	
 	 	 	 	 	 	 	 	 	 	
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC	 	14,663	 	14,732	 	14,630	 	14,696	 	
 	 	 	 	 	 	 	 	 	 	
NET INCOME (LOSS) PER COMMON SHARE - DILUTED:	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	0.11	 	$	0.12	 	$	(0.23	)	$	0.05	 	
 	 	 	 	 	 	 	 	 	 	
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED	 	14,781	 	15,180	 	14,630	 	15,179	 	
 
7 

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

 	 	Six Months Ended June 30,	 	
 	 	2015	 	2014	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	 	
Net (loss) income	 	$	(3,400	)	$	817	 	
 	 	 	 	 	 	
Adjustments to reconcile net cash used in operating activities:	 	 	 	 	 	
Depreciation and amortization expense	 	5,097	 	6,264	 	
Impairment charges	 	38	 	—	 	
Stock-based compensation	 	607	 	330	 	
Allowance for doubtful accounts	 	14	 	94	 	
Common stock issued under defined contribution 401(k) plan	 	—	 	163	 	
Loss (gain) on disposal of assets	 	—	 	5	 	
Changes in operating assets and liabilities:	 	 	 	 	 	
Accounts receivable	 	(1,325	)	(6,094	)	
Inventories	 	(8,231	)	849	 	
Prepaid expenses and other current assets	 	607	 	443	 	
Accounts payable	 	(654	)	(6,317	)	
Accrued liabilities	 	(1,292	)	1,723	 	
Customer deposits	 	(14,021	)	(8,496	)	
Other non-current assets and liabilities	 	(571	)	(327	)	
Net cash used in operating activities	 	(23,131	)	(10,546	)	
 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	 	
Purchases of available for sale securities	 	(1,884	)	(2,563	)	
Sales of available for sale securities	 	5,083	 	1,051	 	
Maturities of available for sale securities	 	4,825	 	1,955	 	
Purchases of property and equipment	 	(1,604	)	(4,542	)	
Proceeds from disposals of property and equipment	 	—	 	1,045	 	
Net cash provided by (used in) by investing activities	 	6,420	 	(3,054	)	
 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	 	
Payments on lines of credit and notes payable	 	(80,700	)	(43	)	
Proceeds from lines of credit and notes payable	 	81,212	 	—	 	
Proceeds from long-term debt	 	5,000	 	—	 	
Principal payments on capital leases	 	(441	)	(494	)	
Net cash provided by (used in) financing activities	 	5,071	 	(537	)	
 	 	 	 	 	 	
NET DECREASE IN CASH AND CASH EQUIVALENTS	 	(11,640	)	(14,137	)	
CASH AND CASH EQUIVALENTS, beginning of the period	 	12,149	 	24,936	 	
CASH AND CASH EQUIVALENTS, end of the period	 	$	509	 	$	10,799	 	
 	 	 	 	 	 	
Supplemental cash flow information:	 	 	 	 	 	
Interest paid	 	$	293	 	$	212	 	
Income taxes paid	 	$	35	 	$	2	 	
Non-cash investing and financing activities:	 	 	 	 	 	
Issuance of restricted stock grants	 	$	607	 	$	186	 	
Common stock issued under defined contibution 401(k) plan	 	$	—	 	$	163	 	
 
8 

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

 	 	Three Months Ended	 	Six Months Ended	 	
 	 	June 30,	 	June 30,	 	
 	 	2015	 	2014	 	2015	 	2014	 	
ORDERS:	 	 	 	 	 	 	 	 	 	
Towers and Weldments	 	$	51,392	 	$	859	 	$	63,163	 	$	4,787	 	
Gearing	 	3,852	 	18,281	 	13,506	 	26,559	 	
Services	 	4,717	 	4,430	 	6,608	 	8,026	 	
Total orders	 	$	59,961	 	$	23,570	 	$	83,277	 	$	39,372	 	
 	 	 	 	 	 	 	 	 	 	
REVENUES:	 	 	 	 	 	 	 	 	 	
Towers and Weldments	 	$	55,031	 	$	52,891	 	$	96,060	 	$	101,185	 	
Gearing	 	7,966	 	12,424	 	16,573	 	21,198	 	
Services	 	2,686	 	3,482	 	4,624	 	5,920	 	
Corporate and Other	 	(458	)	(416	)	(981	)	(1,122	)	
Total revenues	 	$	65,225	 	$	68,381	 	$	116,276	 	$	127,181	 	
 	 	 	 	 	 	 	 	 	 	
OPERATING (LOSS) PROFIT:	 	 	 	 	 	 	 	 	 	
Towers and Weldments	 	$	7,155	 	$	8,561	 	$	8,290	 	$	14,172	 	
Gearing	 	(1,524	)	(1,800	)	(2,736	)	(4,765	)	
Services	 	(1,764	)	(1,319	)	(4,388	)	(2,658	)	
Corporate and Other	 	(2,006	)	(3,341	)	(4,283	)	(5,643	)	
Total operating loss	 	$	1,861	 	$	2,101	 	$	(3,117	)	$	1,106	 	
 
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, the Company’s management believes that certain non-GAAP financial measures may provide users of this financial information with meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain infrequently occurring or non-operational items that impact the overall comparability. See the table below for supplemental financial data and corresponding reconciliations to GAAP financial measures for the three months ended June 30, 2015 and 2014. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.
 
9 

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

 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	 	
Consolidated	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Operating loss	 	$	1,861	 	$	2,101	 	$	(3,117	)	$	1,106	 	
Depreciation and amortization	 	2,518	 	3,150	 	5,097	 	6,264	 	
Restructuring	 	—	 	568	 	—	 	897	 	
Other income	 	(44	)	(16	)	168	 	120	 	
Share-based compensation and other stock payments	 	351	 	107	 	607	 	330	 	
Total Adjusted EBITDA (Non-GAAP)	 	$	4,686	 	$	5,910	 	$	2,755	 	$	8,717	 	

 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	 	
Towers and Weldments Segment	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Operating Profit	 	$	  7,155	 	$	  8,561	 	$	  8,290	 	$	  14,172	 	
Depreciation	 	914	 	1,006	 	1,829	 	1,991	 	
Share-based compensation and other stock payments	 	19	 	1	 	34	 	45	 	
Other Income	 	31	 	(19	)	102	 	(17	)	
Restructuring Expense	 	—	 	8	 	—	 	26	 	
Total Adjusted EBITDA (Non-GAAP)	 	$	  8,119	 	$	  9,557	 	$	  10,255	 	$	  16,217	 	

 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	 	
Gearing Segment	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Operating Loss	 	$	(1,524	)	$	(1,800	)	(2,736	)	(4,765	)	
Depreciation	 	1,133	 	1,694	 	2,319	 	3,384	 	
Amortization	 	111	 	111	 	222	 	222	 	
Share-based compensation and other stock payments	 	76	 	72	 	139	 	131	 	
Other Income (Expense)	 	—	 	1	 	—	 	3	 	
Restructuring Expense	 	—	 	560	 	—	 	871	 	
Total Adjusted EBITDA (Non-GAAP)	 	$	(204	)	$	638	 	$	(56	)	$	(154	)	

 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	 	
Services Segment	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Operating Loss	 	$	  (1,764	)	$	  (1,319	)	(4,388	)	(2,658	)	
Depreciation	 	314	 	306	 	637	 	619	 	
Share-based compensation and other stock payments	 	8	 	2	 	18	 	17	 	
Other Income (Expense)	 	—	 	2	 	141	 	134	 	
Total Adjusted EBITDA (Non-GAAP)	 	$	  (1,442	)	$	  (1,009	)	$	  (3,592	)	$	  (1,888	)	

10 

 

 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	 	
Corporate and Other	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Operating Loss	 	$	  (2,006	)	$	  (3,341	)	(4,283	)	(5,643	)	
Depreciation	 	46	 	33	 	90	 	48	 	
Share-based compensation and other stock payments	 	248	 	32	 	416	 	137	 	
Other Income (Expense)	 	(75	)	—	 	(75	)	—	 	
Total Adjusted EBITDA (Non-GAAP)	 	$	  (1,787	)	$	  (3,276	)	$	  (3,852	)	$	  (5,458	)	

11 

Exhibit 99.2

	Q2 2015 Earnings Conference Call July 30, 2015	

	Industry Data and Forward-Looking Statements Disclaimer Broadwind obtained the industry and market data used throughout this presentation from our own research, internal surveys and studies conducted by third parties, independent industry associations or general publications and other publicly available information. Independent industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Forecasts are particularly likely to be inaccurate, especially over long periods of time. We are not aware of any misstatements in the industry data we have presented herein, but estimates involve risks and uncertainties and are subject to change based on various factors beyond our control. This presentation includes various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding our future financial condition or results of operations, cash flows, performance, business prospects and opportunities, and our prospects and strategies for future growth, including with respect to estimated 2015 guidance. Forward-looking statements include any statement that does not directly relate to a current or historical fact. These statements are based on current expectations and we undertake no obligation to update these statements to reflect events or circumstances occurring after this presentation. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include, but are not limited to: expectations regarding our business, end-markets, relationships with customers and our ability to diversify our customer base; the impact of competition and economic volatility on the industries in which we compete; our ability to realize revenue from customer orders and backlog; the impact of regulation on end-markets, including the wind energy industry in particular; the sufficiency of our liquidity and working capital and our plans to evaluate alternative sources of funding if necessary; the ability to preserve and utilize our tax net operating loss carry-forwards; our plans to continue to grow our business through organic growth; our plans with respect to the use of proceeds from financing activities and our ability to operate our business efficiently, manage capital expenditures and costs effectively, and generate cash flow; and other risks and uncertainties described in our filings with the Securities and Exchange Commission, including those contained in Part I, Item A “Risk Factors” of our Annual Reports on Form 10-K. This presentation contains non-GAAP financial information. We believe that certain non-GAAP financial measures may provide users of this financial information with meaningful comparisons between current results and results in prior operating periods. We believe that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain infrequently occurring or non-operational items that impact the overall comparability. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, our reported results prepared in accordance with GAAP. Please see our earnings release dated July 30, 2015 for a reconciliation of certain non-GAAP measures presented in this presentation. 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 2	

	Towers Update Abilene Progress Abilene production returning to normal levels Plant throughput improved with more consistent production Continue to improve processes and workflow Continuous Improvement (CI) efforts are still uncovering productivity opportunities 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 3 Strong performance in Manitowoc more than compensates for shortfall in Abilene Manitowoc Improvement Project CI efforts have resulted in a 25% increase in section production vs. Q1 14 Main improvements were in plant flow and first pass weld yield 0 2 4 6 8 10 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Abilene Production – Avg. Sections Per Week 10 15 20 25 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Manitowoc Production – Avg. Sections Per Week	

	Orders and Backlog Orders – $M $50M tower order in Q215 for 2016 production Gearing Q215 orders weak due to depressed oil & gas and mining markets Services orders rebounded in Q215 but blade repair activity in H115 50% lower than PY Order Backlog – $M Solid backlog at Q215 totaled $169M >90% of H215 revenue was in backlog at end of Q215 Negotiating tower orders for 2016-2017 production – tower market becoming more competitive Q2 14 Q2 15 YTD 14 YTD 15 Towers & Weldments $.9 $51.4 $4.8 $63.2 Gearing 18.3 3.9 26.6 13.5 Services 4.4 4.7 8.0 6.6 Total $23.6 $60.0 $39.4 $83.3 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 4 - 50 100 150 200 250 300 350 $ - Millions	

	Wind Market Outlook 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. PTC Clean Power Plan 2-year extension passed Senate Finance Committee with numerous other tax extenders Start construction by 2016, allows completion by 2018 Appears to be strong bi-partisan support for the overall tax extender package EPA section 111(d) proposed rule on reducing carbon emissions from new and existing power plants More clarity expected in August ’15 EIA estimates over 100 GW of incremental wind build to meet the targets Significant new wind capacity in IL, OH, PA, OK and MI Recent Timeline of PTC Impact Source: EIA May 2015 CPP Analysis 5 Construction/5% down period Safe Harbor Period * Proposed PTC 2015 PTC* 2014 PTC 2013 PTC 2010 PTC	

	Gearing Business Update Orders across industry down ~30%; will rebound somewhat in Q3 and show strength in Q4 Sales team focusing on key accounts, strengthening relationships Aggressive cost management offsetting some of volume shortfall Expanding penetration into other markets © 2015 Broadwind Energy, Inc. All rights reserved. 6 7/30/15	

	Consolidated Financial Results 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 7 Sales down 5% from Q2 2014: Towers and Weldments +4%, Gearing -36%, Services -23% Gross margin of 11.1% – down 230 bp from Q2 2014 due to less profitable tower mix, but up sharply from 1.4% in Q1 2015 Record-low operating expense of 8% of sales in Q2 2015 due to aggressive cost management Q2 overhead expense (manufacturing overhead + SGA) down $1 million from Q1 – exceeding $.6M quarterly target Return to profitability; EPS $.11 vs. $.12 in Q2 2014 Q2 Comments: Q2 YTD 2014 2015 2014 2015 Revenue-$M $ 68.4 $ 65.2 $ 127.2 $ 116.3 Gross Profit-$M 8.6 7.2 13.7 8.0 -% (ex. Restructuring) 13.4% 11.1% 11.4% 6.9% Operating Expense-$M 6.5 5.4 12.6 11.1 -% (ex. Restructuring) 9.5% 8.2% 9.9% 9.5% Operating Income/(Loss)-$M 2.1 1.9 1.1 (3.1) Adj. EBITDA-$M 5.9 4.7 8.7 2.8 EPS, Continuing 0.12 0.11 0.05 (0.23)	

	Towers and Weldments Q2 2014 Q2 2015 YTD 2014 YTD 2015 Orders ($M) $0.9 $51.4 $4.8 $63.2 Towers Sold (#) 119 142 227 245 Revenue ($M) 52.9 55.0 101.2 96.1 Operating Inc ($M) 8.6 7.2 14.2 8.3 -% of Sales 16.2 13.0 14.0 8.6 Adj. EBITDA ($M) 9.6 8.1 16.2 10.3 - % of Sales 18.1 14.8 16.0 10.7 Q2 Results Towers sold up 20% - finished towers in inventory at 3/31 were delivered YTD revenue down due to lower weldments volume and tower mix Lower margin mix of towers Operating margin rebounded to 13% of sales Q3 outlook: $51-53M revenue; Op Income >10% 2015 Objectives Sell 2016 tower capacity Reduce tower production cost through improved welding and paint productivity Build and diversify weldments backlog Expand ERP system utilization 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 8 0 50 100 150 Q1 Q2 Q3 Q4 # of Towers Quarterly Tower Sales 2014 2015 Forecast	

	Gearing Q2 2014 Q2 2015 YTD 2014 YTD 2015 Orders ($M) $18.5 $3.9 $27.0 $13.8 Revenue ($M) 12.4 8.0 21.2 16.6 Operating Loss ($M) -1.8 -1.5 -4.8 -2.7 Adj. EBITDA ($M) .6 -.2 -.2 -.1 Q2 Results Oil & gas and mining orders down sharply Revenue down 36% in Q2; 22% YTD Operating Loss narrowed – cost management, end of restructuring, lower depreciation all contribute Q3 outlook – similar to Q2 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 9 YTD 14 YTD 15 Orders by Industry 2015 Objectives Continue cross-training to improve labor productivity Tight control of expenses and working capital Expand sales efforts to improve capacity utilization Wind Industrial Oil & Gas Mining Steel Wind Industrial Oil & Gas Mining Steel	

	Services Q2 2014 Q2 2015 YTD 2014 YTD 2015 Orders ($M) $4.4 $4.7 $8.0 $6.6 Revenue ($M) 3.5 2.7 5.9 4.6 Operating Loss ($M) -1.3 -1.8 -2.7 -4.4 Adj. EBITDA ($M) -1.0 -1.4 -1.9 -3.6 Q2 Results Seasonal order intake growth occurring Weaker Blade and Shop revenue vs 2014 South Dakota gear shop closed - $.4M inventory charge Q3 operating loss will improve due to shop consolidation, higher revenue Board approves evaluating strategic alternatives for Services 2015 Objectives Increase gearbox rebuild throughput and capacity utilization in shop Expand customer base Improve margins Reduce overhead costs 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 10 Sales by Product Line Field Shop Blade YTD 2015 Field Shop Blade YTD 2014	

	Liquidity 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 11 Inventories came down $3M in Q2; expect to decline further $5-7M by 9/30/15 and >$10M by year-end Working capital remains high due to draw-down of deposits and high supplier payments Working capital expected to decline by >$15M by year-end Gross Inventory Working Capital cents per dollar sales - 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 50,000 Raw Materials WIP Finished Goods - 2 4 6 8 10 12 14 16 18 20	

	Balance Sheet Q2 14 YE 2014 Q2 15 Cash Assets $11,582 20,256 $591 Op Working Capital 26,047 13,853 38,207 Net PPE 66,336 62,952 58,722 Other Assets 11,911 8,476 8,273 (Debt and Cap Leases) (4,433) (4,111) (8,944) (Other Liabilities) (14,803) (13,046) (11,262) Equity 96,640 88,380 85,587 Cash assets down significantly with increased working capital requirements to support Abilene production issues and West Coast port disruptions — will recover in 2H 2015; year-end estimate >$15M Net PPE declines as capital spending ($1.6M YTD) is less than depreciation Extended bank line in Q2, changed terms and added $5M amortizing term loan Other liabilities declining following payment of regulatory settlements 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 12	

	Consolidated Outlook 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 13 * Estimate Q3 Outlook Assumptions Tower production continues at levels similar to Q2; annual 500 tower capacity remains goal Gearing continues to manage well through oil & gas and mining downturn, depreciation down $.5M per quarter, savings from consolidation in effect, aggressive cost management continues Figures do not reflect change in strategic outlook regarding Services business FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 1H 15 Q3 14 Q3 15* Revenue-$M $ 137.0 $ 186.0 $ 210.7 $ 215.7 $ 241.3 $ 116.3 $ 60.3 $63-65 Gross Profit-$M 1.9 7.2 6.8 12.3 17.5 8.0 3.9 Revenue Low High -% (ex. Restructuring) 1.4% 3.9% 4.0% 8.0% 7.8% 6.9% 6.7% 10-11% Towers 55 57 Operating Expense-$M 30.4 27.6 24.1 25.6 23.4 11.1 5.7 Gears 8 9 4,500 5,000 -% (ex. Restructuring) 22.2% 14.6% 11.1% 11.3% 9.6% 9.5% 9.2% Services 3 4 270 270 Operating Profit (Loss)-$M (69.2) (20.4) (17.3) (13.2) (5.9) (3.1) (1.8) 1.0-2.0 396 396 Adj. EBITDA-$M (9.2) (2.1) 5.5 10.3 8.9 2.8 2.0 4-6 EPS, Continuing - $ (6.56) (1.79) (1.27) (0.72) (0.42) (0.23) (0.12) .07-.12 492 992 Op Inc 189 189 Towers 5.5 5.7 303 803 FY 2010 FY 2011 FY 2012 FY 2013 YTD 9/30/14 Gears -2 -1 0.02 0.06 Revenue-$M $ 137.0 $ 186.0 $ 210.7 $ 215.7 $ 187.5 Services -0.7 -0.5 Gross Profit-$M 1.9 7.2 6.8 12.3 17.6 Corp -2 -2.5 -% (ex. Restructuring) 1.4% 3.9% 4.0% 8.0% 9.9% 0.8 1.7 Operating Expense-$M 30.4 27.6 24.1 25.6 18.3 -% (ex. Restructuring) 22.2% 14.6% 11.1% 11.3% 9.6% 14597 Impairment Exp. -$M 40.8 0.054806 0.11646229 Operating Profit (Loss)-$M (69.2) (20.4) (17.3) (13.2) (0.7) Adj. EBITDA-$M (9.2) (2.1) 5.5 10.3 10.7 EPS, Continuing - $ (6.56) (1.79) (1.27) (0.72) (0.07)	

	Summary Towers segment back on track Q3 15 similar to Q2 15; $63-65M of revenue, $4-6M of EBITDA, $1-2M of Op Inc Expect to close one or more major tower orders in Q3 Towers still on track to achieve production milestone of 500 towers Cash balances will climb to $5-7M by 9/30/15 and >$15M at year-end Evaluating strategic alternatives for Services business 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 14	

	Click to edit Master title style Click to edit Master text styles Second level Third level Fourth level Fifth level Broadwind Energy is committed to helping customers maximize performance of their energy and infrastructure investments— quicker, easier and smarter. 7/30/15 © 2015 Broadwind Energy, Inc. All rights reserved. 15