BROADWIND, INC.

Previous wording

We received $22,975 in new orders in the third quarter of 2024, up from $15,890 in the third quarter of 2023. Within our Heavy Fabrications segment, orders increased primarily due to the timing of orders associated with wind repowering projects. Partially offsetting this was a 56% decrease in industrial fabrication orders, primarily due to reduced industrial and mining demand. Orders within our Industrial Solutions segment increased 52% compared to the prior year quarter primarily due to an increase in orders associated with new gas turbine projects. Gearing segment orders increased 46% from the prior year period primarily due to improved demand from most markets served.

Current wording

We received $30,455 in new orders in the first quarter, up from $28,996 in the first quarter of 2024. Within our Heavy Fabrications segment, orders increased 10% primarily due to the timing of orders associated with wind repowering projects. Partially offsetting this was a 52% decrease in industrial fabrication product line orders, primarily due to reduced demand from mining customers and reduced demand for our Pressure Reducing Systems (“PRS”) units. Orders within our Industrial Solutions segment increased 38% compared to the prior year quarter primarily due to an increase in orders associated with new gas turbine and aftermarket gas turbine** **projects. Gearing segment orders decreased 24% from the prior year period primarily due to reduced demand from mining and aftermarket wind customers, partially offset by improved demand from oil and gas (“O&G”) customers.

Previous wording

We recognized revenue of $35,503 in the third quarter of 2024, down 38% compared to the third quarter of 2023. Within the Heavy Fabrications segment wind tower revenue decreased 45% from the prior year period primarily due to a decrease in tower sections sold as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025. Additionally, industrial fabrication revenues decreased primarily due to reduced shipments of our Pressure Reducing Systems (“PRS”) units from the prior year period. Gearing segment revenue decreased 20% relative to the comparable prior year period primarily due to reduced shipments to oil and gas (“O&G”) customers, partially offset by increased shipments to industrial customers. Industrial Solutions segment revenue decreased by 23% from the prior year period primarily due to reduced shipments to international customers.

Current wording

We recognized revenue of $36,838 in the first quarter, which was a 2% decrease compared to the first quarter of 2024. Within the Heavy Fabrications segment wind revenue increased 28% from the prior year period primarily due to an increase in wind repowering revenue. This was partially offset by a decrease in industrial fabrication product line revenue as we experienced reduced shipments of our PRS units when compared to the prior year period. Gearing segment revenue decreased 28% relative to the comparable prior year period primarily due to reduced shipments to O&G customers. Industrial Solutions segment revenue decreased by 29% from the prior year period primarily due to reduced shipments to aftermarket gas turbine customers.

Previous wording

Revenues decreased by $21,660 as compared to the prior year period as we experienced a drop in revenue across all three operating segments. Within our Heavy Fabrications segment, wind tower revenue decreased 45% from the prior year period primarily due to a 54% decrease in tower sections sold as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025. In addition, industrial fabrications revenue decreased by 50% due largely to reduced sales of our PRS units. Gearing segment revenue decreased 20% relative to the comparable prior year period, reflective of reduced shipments to O&G customers, partially offset by increased shipments to industrial customers. Industrial Solutions segment revenue decreased 23% from the prior year period primarily due to reduced shipments to international customers.

Current wording

Revenues decreased by $778 as compared to the prior year period primarily due to a drop in revenue in the Gearing and Industrial Solutions segments. Gearing segment revenue decreased 28% relative to the comparable prior year period, reflective of reduced shipments to O&G customers. Industrial Solutions segment revenue decreased 29% from the prior year period primarily due to reduced shipments to aftermarket gas turbine customers. Within our Heavy Fabrications segment, wind revenue increased 28% from the prior year period primarily due to** **an increase in wind repowering revenue. Industrial fabrication product line revenues decreased by 13% due largely to reduced sales of our PRS units.

Previous wording

Gross profit decreased by $4,970 when compared to the prior year period, primarily due to lower sales and the decrease in AMP credits earned. Operating expenses decreased from the prior year period primarily due to lower incentive compensation and commissions in the current year quarter.

Current wording

Gross profit decreased by $2,311 when compared to the prior year period primarily due to a** less profitable mix of products sold across all three of our segments and operating inefficiencies within our Gearing segment when compared to the prior year period. **Operating expenses decreased from the prior year period primarily due to lower employee compensation in the current year quarter.

Previous wording

Within our Heavy Fabrications segment, orders increased 39% from the prior year period as wind orders increased primarily due to the timing of orders associated with wind repowering projects. Partially offsetting this was a 56% decrease in industrial fabrication orders, primarily due to reduced demand from industrial and mining customers. Segment revenues decreased by 46% compared to the prior year period primarily due to a 45% decrease in wind tower revenue. The decrease in wind tower revenue was primarily a result of less tower sections sold, as a global wind turbine manufacturer shifted approximately half of its contracted tower section orders initially planned for 2024 into 2025. Additionally, industrial fabrication revenues decreased by 50% during the current year period primarily due to reduced shipments of our PRS units in the current year quarter.

Current wording

Within our Heavy Fabrications segment, orders increased 10% from the prior year period primarily due to the timing of orders associated with wind repowering projects. Partially offsetting this was a 52% decrease in industrial fabrication product line orders, primarily due to reduced demand from mining customers and demand for our PRS units. Segment revenues increased by 15% compared to the prior year period primarily due to a 28% increase in wind revenue. This was partially offset by a 13% decrease in industrial fabrication product line revenues during the current year period primarily due to reduced shipments of our PRS units in the current year quarter.

Previous wording

Gearing segment orders decreased 8% from the prior year period primarily due to reduced demand from O&G customers, partially offset by increased demand from aftermarket wind customers. Gearing segment revenue decreased 19% relative to the comparable prior year period reflective of reduced shipments within most markets served, but most significantly within O&G. This was partially offset by higher shipments to aftermarket wind customers.

Current wording

Gearing segment orders decreased 24% from the prior year period primarily due to reduced demand from mining and aftermarket wind customers, partially offset by improved demand from O&G customers. Gearing revenue was down 28% relative to the prior year period reflective of reduced shipments to O&G customers.

Previous wording

Industrial Solutions segment orders increased from the prior year period primarily due to an increase in orders associated with new gas turbine projects. Segment revenues decreased from the prior year period primarily due to decreased shipments to international customers. Operating income decreased versus the prior-year period primarily as a result of lower sales.

Current wording

Industrial Solutions segment orders increased from the prior year period primarily due to an increase in orders associated with new and aftermarket gas turbine projects. Segment revenues decreased from the prior year period primarily due to decreased shipments to aftermarket gas turbine customers. Operating income decreased versus the prior-year period primarily as a result of lower sales and a less profitable mix of product sold.

Previous wording

On August 4, 2022, we entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), providing the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. As of September 30, 2024, cash totaled $1,384, an increase of $285** **from December 31, 2023. Debt and finance lease obligations at September 30, 2024 totaled $23,353. As of September 30, 2024, we had the ability to borrow up to an additional $17,614 under the 2022 Credit Facility.

Current wording

On August 4, 2022, we entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), providing the Company and its subsidiaries with a $35,000 senior secured revolving credit facility (which may be further increased by up to an additional $10,000 upon the request of the Company and at the sole discretion of Wells Fargo) and a $7,578 senior secured term loan (collectively, the “2022 Credit Facility”). The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities. As of March 31, 2025, cash totaled $1,204, a decrease of $6,517** **from December 31, 2024. Debt and finance lease obligations at March 31, 2025 totaled $17,871. As of March 31, 2025, we had $3,357 outstanding on the senior secured revolving credit facility and had the ability to borrow up to an additional $21,392 under the 2022 Credit Facility.

Previous wording

We also have outstanding notes payable for capital expenditures in the amount of $1,706** and $1,361 as of September 30, 2024 and December 31, 2023, respectively, with $365 and $163 included in the “Line of Credit and current maturities of long-term debt” line item of our condensed consolidated financial statements as of September 30, 2024 and December 31, 2023, respectively. The notes payable have monthly payments that range from $1 to $20 **and an interest rate of approximately 7%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from September 2028 to June 2029.

Current wording

We also have outstanding notes payable for capital expenditures in the amount of $1,527** and $1,618 as of March 31, 2025 and December 31, 2024, respectively, with $377 and $371 included in the “Line of Credit and current maturities of long-term debt” line item of our condensed consolidated financial statements as of March 31, 2025 and December 31, 2024, respectively. The notes payable have monthly payments that range from $1 to $20 **and an interest rate of approximately 7%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from September 2028 to June 2029.

Previous wording

On September 12, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, we may sell from time to time through the Agents shares of our common stock with an aggregate sales price of up to $12,000. We will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2023 or nine months ended September 30, 2024. As of September 30, 2024, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement. Any additional shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and a 424(b) prospectus supplement.

Current wording

On September 12, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”). Pursuant to the terms of the Sales Agreement, we may sell from time to time through the Agents shares of our common stock with an aggregate sales price of up to $12,000. We will pay a commission to the Agents of 2.75% of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement. No shares of the Company’s common stock were issued under the Sales Agreement during the year ended December 31, 2024 or three months ended March 31, 2025. As of March 31, 2025, shares of our common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement. Any additional shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S-3 and a 424(b) prospectus supplement.

Previous wording

If our operational performance deteriorates, we may be unable to comply with existing financial covenants, and could lose access to the 2022 Credit Facility. This could limit our operational flexibility, require a delay in making planned investments and/or require us to seek additional equity or debt financing. Any attempt to raise equity through the public markets could have a negative effect on our stock price, making an equity raise more difficult or more dilutive. Any additional equity financing or equity-linked financing, if available, will be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other operating and financial restrictions on us. While we believe that we will continue to have sufficient cash available to operate our businesses and to meet our financial obligations and debt covenants, there can be no assurances that our operations will generate sufficient cash, or that credit facilities or equity or equity-linked financings will be available in an amount sufficient to enable us to meet these financial obligations.

Current wording

If our operational performance deteriorates, we may be unable to comply with existing financial covenants, and could lose access to the 2022 Credit Facility. This could limit our operational flexibility, require a delay in making planned investments and/or require us to seek additional equity or debt financing. Any attempt to raise equity through the public markets could have a negative effect on our stock price, making an equity raise more difficult or more dilutive. Any additional equity financing or equity-linked financing, if available, will be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other operating and financial restrictions on the Company and could be on less favorable terms than the 2022 Credit Facility. While we believe that we will continue to have sufficient cash available to operate our businesses and to meet our financial obligations and debt covenants for the next twelve months, there can be no assurances that our operations will generate sufficient cash, or that credit facilities or equity or equity-linked financings will be available in an amount sufficient to enable us to meet these financial obligations.

Previous wording

The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2024 and 2023:

Current wording

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2025 and 2024:

Previous wording

During the nine months ended September 30, 2024,** net cash used in operating activities totaled $986 compared to net cash used in operating activities of $22,593 during the prior year period. The decrease in net cash used in operating activities during the current year period was primarily attributable to proceeds from the sale of the 2023 AMP credits received during the current year period, in addition to a decrease in accounts receivable during the current year period compared to a significant increase in accounts receivable during the prior year period due to a change in payment terms with a major customer. This was partially offset by a more significant decrease in customer deposits during the current year period. **

Current wording

During the three months ended March 31, 2025,** net cash used in operating activities totaled $8,037 compared to net cash provided by operating activities of $5,857 during the prior year period. The increase in net cash used in operating activities during the current year period was primarily attributable to an increase in inventory, decreased proceeds from **the sale of AMP credits, and a more significant decrease in customer deposits. Partially offsetting this was an increase in accounts payable during the current year period as compared to a decrease in the prior year period.

Previous wording

During the nine months ended September 30, 2024,** **net cash used in investing activities totaled $3,120, comp ared to net cash used in investing activities of $5,300 during the prior year period. The decrease in net cash used in investing activities as compared to the prior-year period was primarily due to a net decrease in purchases of property and equipment.

Current wording

During the three months ended March 31, 2025,** **net cash used in investing activities totaled $916, comp ared to net cash used in investing activities of $1,744 during the prior year period. The decrease in net cash used in investing activities as compared to the prior-year period was primarily due to a net decrease in purchases of property and equipment.

Previous wording

During the nine months ended September 30, 2024, net cash provided by financing activities totaled $4,391, compared to net cash provided by financing activities of $16,901 during the prior year period. The decrease was primarily due to decreased net borrowings under the 2022 Credit Facility in the current year period.

Current wording

During the three months ended March 31, 2025, net cash provided by financing activities totaled $2,436, compared to net cash used in financing activities of $4,139 during the prior year period. The increase was primarily due to increased net borrowings under the 2022 Credit Facility in the current year period, partially offset by proceeds from long-term debt received in the prior year period.

Previous wording

There have been no material changes in our critical accounting estimates during the nine months ended September 30, 2024 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2023.

Current wording

There have been no material changes in our critical accounting estimates during the three months ended March 31, 2025 as compared to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

The preceding discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Portions of this Quarterly Report on Form 10-Q, including the discussion and analysis in this Part I, Item 2, contain “forward looking statements”, 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) 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, 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 necessa…

Excerpt shortened here; the source contains the full paragraph.

Current wording

The preceding discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Portions of this Quarterly Report on Form 10-Q, including the discussion and analysis in this Part I, Item 2, contain “forward looking statements”, 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) 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, 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 necessa…

Excerpt shortened here; the source contains the full paragraph.