Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): October 30, 2014

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 October 30, 2014, Broadwind Energy, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended September 30, 2014. The press release is incorporated herein by reference and is attached hereto as Exhibit 99.1.

The information contained in, or incorporated into, this Item 2.02 of this Current Report on Form 8-K (this “Report”), including Exhibit 99.1, is furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act regardless of any general incorporation language in such filings.

Item 7.01. Regulation FD Disclosure.

An Investor Presentation dated October 30, 2014 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 will 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 8.01. Other Events.

On October 29, 2014, the Board of Directors of the Company authorized a program to repurchase up to $10 million of the Company’s outstanding common stock over the next six months. The Company’s share repurchase program does not obligate it to acquire any specific number of shares. The common stock may be acquired in the open market at prices subject to certain pricing guidelines as determined by management. The Company has no obligation to repurchase shares, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NUMBER		DESCRIPTION
99.1		Press Release dated October 30, 2014
99.2		Investor Presentation dated October 30, 2014

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.

October 30, 2014	By:	/s/ Stephanie K. Kushner
		Stephanie K. Kushner
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION

99.1		Press Release dated October 30, 2014
99.2		Investor Presentation dated October 30, 2014

Exhibit 99.1

Broadwind Energy Announces Q3 2014 Results

Q3 Highlights:

· Booked $66 million in new orders; backlog rises to $228 million

· Operating loss of $1.8 million fell short of plan due to operational challenges in tower plant

· Gearing and Services operating losses halved compared to Q3 2013

· Cash assets rose to $27.9 million in Q3 2014, an increase of $16.4 million from Q2 2014—cash assets in excess of debt rise to $23.7 million

· Board authorizes share repurchase program for up to $10 million of common stock over the next six months

Cicero, lll., October 30, 2014 — Broadwind Energy, Inc. (NASDAQ: BWEN) reported sales of $60.3 million for the third quarter of 2014, down 1% compared to $60.9 million in the third quarter of 2013, reflecting lower tower production partly offset by increased activity in Services.

The Company reported a net loss from continuing operations of $1.8 million or $.12 per share in the third quarter of 2014, compared to a net loss from continuing operations of $2.5 million or $.18 per share in the third quarter of 2013. The $.06 per share improvement was due to stronger operating results in the Gearing and Services segments and lower restructuring and regulatory expenses, largely offset by weaker Towers and Weldments results. Towers and Weldments segment operating income was down $3.2 million from the prior year period due to operational inefficiencies experienced while scaling up production at the Company’s Abilene, Texas plant, coupled with challenges associated with adding an additional tower model to the production mix in the same facility. The Company reported non-GAAP adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, share-based payments and restructuring costs) of $2.0 million in the third quarter of 2014, compared to $2.7 million in the third quarter of 2013. The $.7 million decrease was due mainly to the operational issues in Towers and Weldments.

For the September 30 year-to-date period, revenue totaled $187.5 million, up 18% from the prior year period due to a 19% increase in tower production volume compared to the prior year period. The nine-month net loss from operations totaled $.7 million and included a $1.6 million reserve related to the potential settlement of an investigation initiated by the SEC in 2010.

Peter C. Duprey, president and chief executive officer, stated, “Towers had a very difficult quarter, particularly in our Abilene facility where scaling up to full production capacity and adding a new tower design resulted in production disruptions and contributed to significant expense overruns. We underestimated the learning curve faced by a less seasoned workforce

and maintenance expenses rose significantly at Abilene as we targeted higher capacity levels. We are working through those issues and expect to show improvement in the fourth quarter. Our Gearing business showed continued improvement at the bottom line, cutting its operating loss by over half compared to the prior year, which helped to offset the Towers and Weldments shortfall. Our Services segment improved significantly year-over-year with revenue up over 35% compared to the prior year third quarter and a reduced operating loss. The level of activity around gearbox repair, which is a core competency for the business, is increasing nicely.”

Mr. Duprey concluded, “We have been making great progress in improving the operational performance of the businesses, but we frankly overstressed the operational capability of the Abilene tower facility in Q3. We have shifted resources to bolster the Abilene operations, and should see improvement in the fourth quarter. Our best people are driving the retraining in Abilene and we will see the full benefit of these efforts in 2015. We are pleased with the operational improvements in our Gearing and Services segments as well as the increased demand for oil and gas work and blade repair in those respective segments. Overall, we continue to work diligently to advance our continuous improvement efforts which will translate into tangible bottom line improvements. We are reflecting the third quarter shortfall and tempered expectations for fourth quarter profitability in our financial outlook for the balance of the year. Due to a lower margin mix of tower sales and cyclically lower Services sales, we now expect to record a total of $248-250 million of revenue this year, with a net loss of approximately $4-5 million.”

Orders and Backlog

The Company booked $66.1 million in net new orders in the third quarter of 2014, down 24% from $87.0 million in the third quarter of 2013 but nearly triple the second quarter of 2014. Towers and Weldments orders, which vary considerably from quarter to quarter, totaled $51.7 million, down from $70.2 million in the third quarter of 2013. Gearing orders totaled $9.0 million, down from $12.8 million in the third quarter of 2013 due to the absence of a large wind replacement gearing order in the prior year period. Services orders totaled $5.3 million, up from $3.9 million in the third quarter of 2013, and represented the highest quarterly order rate since the fourth quarter of 2012.

At September 30, 2014, total backlog was $228.1 million, up 36% from September 30, 2013.

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 $45.1 million for the third quarter of 2014, down 4% from third quarter 2013 sales of $47.1 million. Tower volume decreased 14% due primarily to production issues stemming from scaling up production and introducing a new tower model in the Abilene tower plant. Towers and Weldments operating income of $3.4 million or 7% of sales for the third quarter was down sharply from the prior year period operating income of $6.6 million or 14% of sales, due to $2.1 million of higher labor costs associated with the tower model changeover as well as unplanned warranty work and maintenance expense. Non-GAAP adjusted EBITDA in the third quarter of 2014 was $4.4 million, down from $7.7 million in the third quarter of 2013 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 $10.3 million in the third quarter of 2014, essentially flat compared to the third quarter of 2013. Gearing segment operating loss totaled $2.3 million for the third quarter of 2014, significantly better than the operating loss of $5.4 million in the third quarter of 2013 which included a $1.5 million regulatory charge. The current quarter improvement also reflected a higher margin production mix mainly for oil and gas customers and lower restructuring charges which impacted the prior year third quarter. Partly offsetting these favorable factors were unfavorable production variances due in part to lower fixed cost absorption reflecting successful efforts to reduce inventories as processing times improve. Gearing non-GAAP adjusted EBITDA loss was $.1 million in the third quarter of 2014, a significant improvement from a non-GAAP adjusted EBITDA loss of $2.3 million in the third quarter of 2013 due to the factors described above.

Services

Broadwind Energy specializes in non-routine drivetrain and blade maintenance services and offers comprehensive field services to the wind industry.

Revenue from the Services segment was $5.0 million for the third quarter of 2014, up 36% from the third quarter of 2013 due to continued strong demand for blade service and other technician fieldwork. Services’ operating loss for the third quarter 2014 was $.7 million, compared to an operating loss of $1.3 million in the third quarter of 2013. The significant improvement was due to increased sales and better utilization of technicians as well as lower operating expenses. Services’ non-GAAP adjusted EBITDA loss for the third quarter of 2014 totaled $.4 million, a considerable improvement over non-GAAP adjusted EBITDA loss of $.8 million in the third quarter of 2013 due to the factors described above.

Corporate and Other

Corporate and other expenses totaled $2.1 million for the third quarter of 2014, down slightly from $2.2 million in the third quarter of 2013 due primarily to lower incentive compensation and insurance expense, which offset an additional $.8 million reserve related to a potential settlement with the SEC for an investigation initiated in 2010.

Cash and Liquidity

During the quarter, operating working capital (accounts receivable and inventory, net of accounts payable and customer deposits) decreased $14.4 million to $11.5 million or 5% of annualized third-quarter sales due to a reduction in inventory and increased trade payables and customer deposits.

Cash assets (cash and short-term investments) totaled $27.9 million at September 30, 2014, an increase of $16.4 million from June 30, 2014. At September 30, 2014, the Company’s $20 million credit line was undrawn and debt and capital leases totaled $4.2 million.

Stock Repurchase Program

In view of management’s confidence in the Company’s strategy and long-term potential, the Board of Directors has authorized the Company to repurchase up to $10 million of its outstanding common stock over the next six months. Under the repurchase program, shares will be repurchased in open market transactions during non-blackout trading periods.

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 over 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 and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management and our prospects and strategies for future growth, including with respect to estimated 2014 guidance. 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; 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 restructuring plans and the associated cost savings; 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 those contained in Part I, Item 1A “Risk Factors” of our Annual Reports on Form 10-K.

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

LHA CONTACT: Jody Burfening/Carolyn Capaccio, 212.838.3777 ccapaccio@lhai.com

BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

	September 30,			December 31,
	2014			2013
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	17,026		$	24,936
Short-term investments	10,833			1,143
Restricted cash	83			83
Accounts receivable, net of allowance for doubtful accounts of $114 and $17 as of September 30, 2014 and December 31, 2013, respectively	24,316			18,735
Inventories, net	32,833			37,143
Prepaid expenses and other current assets	2,138			2,325
Assets held for sale	1,182			1,970
Total current assets	88,411			86,335
Property and equipment, net	64,300			69,077
Intangible assets, net	5,570			5,903
Other assets	515			2,379
TOTAL ASSETS	$	158,796		$	163,694

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	149		$	201
Current portions of capital lease obligations	700			933
Accounts payable	25,036			27,537
Accrued liabilities	10,061			8,115
Customer deposits	20,573			22,993
Liabilities held for sale	361			749
Total current liabilities	56,880			60,528

LONG-TERM LIABILITIES:
Long-term debt, net of current maturities	2,608			2,755
Long-term capital lease obligations, net of current portions	731			1,193
Other	3,556			3,888
Total long-term liabilities	6,895			7,836

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; 14,821,468 and 14,627,990 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively	15			15
Additional paid-in capital	376,813			376,125
Accumulated deficit	(281,807		)	(280,810		)
Total stockholders’ equity	95,021			95,330
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	158,796		$	163,694

BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues	$	60,289		$	60,862		$	187,470		$	159,313
Cost of sales	56,267			55,147			168,936			146,366
Restructuring	164			1,097			952			2,758
Gross profit	3,858			4,618			17,582			10,189

OPERATING EXPENSES:
Selling, general and administrative	4,629			5,216			16,166			15,721
Intangible amortization	111			111			333			1,441
Regulatory settlement	816			1,500			1,566			1,500
Restructuring	113			79			222			787
Total operating expenses	5,669			6,906			18,287			19,449
Operating loss	(1,811		)	(2,288		)	(705		)	(9,260		)

OTHER (EXPENSE) INCOME, net:
Interest expense, net	(177		)	(177		)	(521		)	(795		)
Other, net	29			(4		)	149			511
Gain (loss) on sale of assets and restructuring	119			(1		)	119			2,965
Total other (expense) income, net	(29		)	(182		)	(253		)	2,681

Net loss from continuing operations before provision for income taxes	(1,840		)	(2,470		)	(958		)	(6,579		)
Provision (benefit) for income taxes	(26		)	28			39			64
LOSS FROM CONTINUING OPERATIONS	(1,814		)	(2,498		)	(997		)	(6,643		)
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX	—			100			—			(110		)
NET LOSS	$	(1,814	)	$	(2,398	)	$	(997	)	$	(6,753	)

NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
Loss from continuing operations	$	(0.12	)	$	(0.18	)	$	(0.07	)	$	(0.46	)
Loss from discontinued operations	—			0.01			—			(0.01		)
Net loss	$	(0.12	)	$	(0.17	)	$	(0.07	)	$	(0.47	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED	14,792			14,525			14,728			14,405

BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

	Nine Months Ended September 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(997	)	$	(6,753	)

Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization expense	9,576			11,412
Impairment charges	—			288
Stock-based compensation	515			1,438
Allowance for doubtful accounts	98			(274		)
Common stock issued under defined contribution 401(k) plan	163			499
Loss (gain) on disposal of assets	(99		)	(3,576		)
Changes in operating assets and liabilities:
Accounts receivable	(5,659		)	(1,463		)
Inventories	4,310			(10,868		)
Prepaid expenses and other current assets	1,956			1,228
Accounts payable	(1,981		)	11,399
Accrued liabilities	1,945			1,123
Customer deposits	(2,367		)	17,419
Other non-current assets and liabilities	(371		)	(365		)
Net cash provided by operating activities	7,089			21,507

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of logistics business and related note receivable	—			250
Purchases of available for sale securities	(13,340		)	(867		)
Sales of available for sale securities	994			—
Maturities of available for sale securities	2,655			—
Purchases of property and equipment	(5,560		)	(4,357		)
Proceeds from disposals of property and equipment	1,045			12,533
(Increase) decrease in restricted cash	—			(1		)
Net cash (used) provided by investing activities	(14,206		)	7,558

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of stock	9			—
Payments on lines of credit and notes payable	(59		)	(80,233		)
Proceeds from lines of credit and notes payable	—			75,208
Principal payments on capital leases	(743		)	(1,730		)
Net cash used in financing activities	(793		)	(6,755		)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(7,910		)	22,310
CASH AND CASH EQUIVALENTS, beginning of the period	24,936			516
CASH AND CASH EQUIVALENTS, end of the period	$	17,026		$	22,826

Supplemental cash flow information:
Interest paid	$	434		$	672
Income taxes paid	$	32		$	19
Non-cash investing and financing activities:
Issuance of restricted stock grants	$	338		$	1,025

BROADWIND ENERGY, INC. AND SUBSIDIARIES

SELECTED SEGMENT FINANCIAL INFORMATION

(IN THOUSANDS)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(unaudited)						(unaudited)
REVENUES:
Towers and Weldments	$	45,099		$	47,084		$	146,284		$	116,044
Gearing	10,334			10,389			31,533			31,554
Services	5,026			3,704			10,945			15,253
Corporate and Other	(170		)	(315		)	(1,292		)	(3,538		)
Total revenues	$	60,289		$	60,862		$	187,470		$	159,313

OPERATING (LOSS) PROFIT:
Towers and Weldments	$	3,351		$	6,561		$	17,523		$	13,779
Gearing	(2,294		)	(5,375		)	(7,060		)	(12,326		)
Services	(732		)	(1,276		)	(3,390		)	(3,239		)
Corporate and Other	(2,136		)	(2,198		)	(7,778		)	(7,474		)
Total operating profit/(loss)	$	(1,811	)	$	(2,288	)	$	(705	)	$	(9,260	)

BROADWIND ENERGY, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(IN THOUSANDS)

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 September 30, 2014 and 2013. 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.

Consolidated

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
	(unaudited)						(unaudited)
Operating income(loss)	$	(1,811	)	$	(2,288	)	$	(705	)	$	(9,260	)
Depreciation and amortization	3,312			3,178			9,576			10,826
Restructuring	277			1,176			1,174			3,545
Other (loss) income	29			(4		)	149			511
Share-based compensation and other stock payments	186			645			516			1,970
Total Adjusted EBITDA (Non-GAAP)	$	1,993		$	2,707		$	10,710		$	7,592

Towers and Weldments Segment

	Three Months Ended September 30,					Nine Months Ended September 30,
	2014		2013			2014			2013
	(unaudited)					(unaudited)
Operating income	$	3,351	$	6,561		$	17,523		$	13,779
Depreciation	1,061		941			3,052			2,841
Restructuring expense	15		50			41			165
Other income (loss)	5		(8		)	(13		)	266
Share-based compensation and other stock payments	1		107			45			352
Total Adjusted EBITDA (Non-GAAP)	$	4,433	$	7,651		$	20,648		$	17,403

Gearing Segment

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(unaudited)						(unaudited)
Operating loss	$	(2,294	)	$	(5,375	)	$	(7,060	)	$	(12,326	)
Depreciation and amortization	1,906			1,813			5,512			6,882
Restructuring expense	262			1,125			1,133			2,684
Other income (loss)	—			9			3			(5		)
Share-based compensation and other stock payments	(2		)	121			129			333
Total Adjusted EBITDA (Non-GAAP)	$	(128	)	$	(2,307	)	$	(283	)	$	(2,432	)

Services Segment

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(unaudited)						(unaudited)
Operating loss	$	(732	)	$	(1,276	)	$	(3,390	)	$	(3,239	)
Depreciation	312			409			932			1,064
Restructuring expense	—			—			—			234
Other income (loss)	24			(5		)	159			251
Share-based compensation and other stock payments	1			59			18			227
Total Adjusted EBITDA (Non-GAAP)	$	(395	)	$	(813	)	$	(2,281	)	$	(1,463	)

Corporate and Other

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(unaudited)						(unaudited)
Operating loss	$	(2,136	)	$	(2,198	)	$	(7,778	)	$	(7,474	)
Depreciation	33			15			80			38
Restructuring expense	—			1			—			462
Share-based compensation and other stock payments	186			358			324			1,058
Total Adjusted EBITDA (Non-GAAP)	$	(1,917	)	$	(1,824	)	$	(7,374	)	$	(5,916	)

Exhibit 99.2

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 assumption, such as statements regarding our future financial condition or results of operations or prospects and strategies for future growth, including with respect to estimated 2014 guidance. Statements in this presentation that are not historical are 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 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; our restructuring plans and the associated cost savings; the ability to preserve and utilize our tax net operating loss carry-forwards; 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 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 October 30, 2014 for a reconciliation of certain non-GAAP measures presented in this presentation. 2 © 2014 Broadwind Energy, Inc. All rights reserved. 10/30/2014

Q3 2014 Overview 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 3 End Market Environments Wind – Strong fundamentals from cost and demand perspective Oil & Gas – strong demand for gearing and fabrications Steel – strong demand for gearing Mining – demand remains flat for gearing and fabrications Q3 2014 Highlights Booked $66M in new orders Challenges in Towers ramping up production and adding new design Inventory reduction of $3.5M from Q2 2014 as expected Gearing cut operating loss by >50% Services strong revenue and order intake

Orders and Backlog © 2014 Broadwind Energy, Inc. All rights reserved. 4 Orders – $M $52M in Towers & Weldments orders in Q3 14; near tower production capacity for 2015 Strong increase in Oil and Gas orders, down from PY due to timing of a large wind replacement gearing order; YTD well ahead of PY Services orders up 36% over PY and highest since Q4 2012; strong demand for blade repair, YTD > double PY Order Backlog – $M Q3 2014 ending backlog of $228M Strong order backlog going into 2015 Q3 2013 Q3 2014 YTD 2013 YTD 2014 Towers & Weldments $70.3 $51.7 $168.3 $56.5 Gearing 12.8 9.0 29.3 35.6 Services 3.9 5.3 6.1 13.3 Total $87.0 $66.1 $203.7 $105.5 10/30/2014 Up 36% from PY

Towers Update 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 5 Challenges 12 towers fell out of quarter due to production inefficiencies Abilene hrs/section nearly 2/3 higher than expected Abilene first pass yield fell by 5x Additional maintenance spend $500K + due to poor scheduled maintenance compliance and higher capacity levels in Abilene Actions Being Taken Manitowoc plant manager temporarily moved to Abilene Redeployed key personnel to retrain workforce Developing redundancies for bottleneck areas Significant focus on on-time servicing of equipment and additional stocking of spares Greater support by Manitowoc staff in Abilene Expect operational improvements in Q4 and full benefit of corrective actions in 2015

Gearing Fundamentals © 2014 Broadwind Energy, Inc. All rights reserved. 6 Market Trend Highlights Wind + Replacement Gearing O&G + Strong Market Drivers Steel + Increase in Capex Spend Mining - Little Growth Productivity Inventory Turns 10/30/2014

Wind Market – Drivers 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 7 Market Drivers 58% reduction in the cost of energy Regulation 111d retiring older coal generation, creating partial demand for wind New financing vehicles like Yield Co’s Larger rotors have opened new geographic areas that weren’t previously economical More utilities owning wind projects Commercial customers like Walmart, Google, and Microsoft procuring wind energy Source: Lazard Capital $87 $61 Gas Combined Cycle Fundamental case for wind very strong as viable geography expands Unsubsidized Levelized Cost of Energy

Consolidated Financial Results 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 8 Q3 2014 Comments Sales down 1% from Q3 2013 –Towers and Weldments -4%, Services + 36% Gross margin (ex. restructuring) – down 270 bp from Q3 2013 due to lower volumes in Towers and Weldments Operating expense lower than Q3 2013; lower restructuring and regulatory expense EPS loss of $.12, ahead of Q3 2013; poor Towers and Weldments results pull YTD EPS to loss position 2014 YTD EPS loss includes $.11 charge related to proposed regulatory settlement

Towers and Weldments 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 9 Third Quarter 2014 Highlights Tower volume down 14% from Q3 2013 EBITDA down $3M; challenges with new tower design and scaling up to full production capacity caused significant cost overruns in Abilene Maintenance $500K higher Operating Margin fell to 7% Q4 results forecast to be similar to Q3; lower margin mix

Gearing 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 10 Revenue in-line with Q3 2013 EBITDA better than PY due to higher margin mix and absence of regulatory charge Operating loss reduced by 57% due to higher margin mix, lower restructuring costs and absence of regulatory charge Inventory reduced as a result of improved processing times; adversely affected operating results due to lower absorption Third Quarter 2014 Highlights

Services 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 11 Third Quarter 2014 Highlights Industry recovering – quoting activity up; highest quarterly order rate since Q4 2012 Revenue up 36% from Q3 2013 – continued strong demand for service techs and blade repair EBITDA loss cut in half due to higher volume and lower SGA expense Operating loss improved due to higher volume and lower SGA expense and lower non-cash charges 2013 2014 2013 2014 Revenue-$M 3.7 $ 5.0 $ 15.3 $ 10.9 $ EBITDA-$M (0.8) (0.4) (1.5) (2.3) Op. Loss-$M (1.3) (0.7) (3.2) (3.4) Op. Margin -34.4% -14.6% -21.2% -31.0% Q3 YTD September 30,

Operating Working Capital 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 12 9/30/14 OWC decreased $14.4 Million from 6/30/14 to $11.5 Million OWC was 5% of annualized Q3 2014 sales Inventory decreased, trade payables and customer deposits increased *Operating Working Capital = Trade Receivables + Inventories – Trade Payables – Customer Deposits

Debt and Liquidity 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 13 Net debt negative Debt and capital leases less than $5M $20M credit line remained undrawn at 9/30/14 BWEN Board authorizes $10M stock repurchase program

2014 Financial Outlook 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 14 2014 EPS Walk Q4 expected to be in-line with prior year Full year estimates show continued solid improvement over prior year; Revenue up 15%, operating loss reduced by >70% 2014 estimated EPS loss includes $.11 charge related to proposed regulatory settlement Expect 2014 improvement, despite Towers stumble

Summary Q3 Towers challenges were associated with one facility and will be corrected 2014 financial results should show good improvement over 2013 Solid order backlog to support strong 2015 revenue Wind market fundamentals are strong Oil & Gas markets strong monitoring oil prices closely Strong liquidity position supporting repurchase of stock Gearing continues to grow the backlog and is executing better on production Services demand for blade repair and other tech services is robust Reached potential settlement with the SEC; last of legacy issues should be behind us 10/30/2014 © 2014 Broadwind Energy, Inc. All rights reserved. 15

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