BROADWIND ENERGY, INC. (Form: 10-Q, Received: 04/26/2019 11:55:37)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-34278

BROADWIND ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		88-0409160
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3240 S. Central Avenue, Cicero, IL 60804

(Address of principal executive offices)

(708) 780-4800

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☒ Emerging growth company ☐		Smaller reporting company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period to comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of registrant’s common stock, par value $0.001, outstanding as of April 23, 2019: 15,985,705.

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

INDEX

		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
Signatures		26

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PART I. FINANCIAL INFORMATIO N

Item 1. Financial Statement s

BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET S

(UNAUDITED)

(in thousands, except share and per share data)


	March 31,		December 31,
	2019		2018

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	37	$	1,177
Accounts receivable, net		22,509		17,455
Inventories, net		32,944		22,670
Prepaid expenses and other current assets		1,706		1,776
Total current assets		57,196		43,078
LONG-TERM ASSETS:
Property and equipment, net		48,472		49,087
Operating lease right-of-use assets		17,155		—
Other intangible assets, net		6,399		6,602
Other assets		357		398
TOTAL ASSETS	$	129,579	$	99,165
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Line of credit and other notes payable	$	23,199	$	11,930
Current portion of finance lease obligations		894		967
Current portion of operating lease obligations		1,726		—
Accounts payable		20,091		11,618
Accrued liabilities		4,127		3,806
Customer deposits		17,755		23,507
Current liabilities held for sale		26		27
Total current liabilities		67,818		51,855
LONG-TERM LIABILITIES:
Long-term debt, net of current maturities		1,185		1,408
Long-term finance lease obligations, net of current portion		408		571
Long-term operating lease obligations, net of current portion		17,341		—
Other		65		1,969
Total long-term liabilities		18,999		3,948
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; 16,259,642 and 15,982,622 shares issued as of March 31, 2019, and December 31, 2018, respectively		16		16
Treasury stock, at cost, 273,937 shares as of March 31, 2019 and December 31, 2018		(1,842)		(1,842)
Additional paid-in capital		381,883		381,441
Accumulated deficit		(337,295)		(336,253)
Total stockholders’ equity		42,762		43,362
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	129,579	$	99,165

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION S

(UNAUDITED)

(in thousands, except per share data)


	Three Months Ended March 31,
	2019		2018
Revenues	$	41,660	$	29,967
Cost of sales		38,111		29,984
Restructuring		12		115
Gross profit (loss)		3,537		(132)
OPERATING EXPENSES:
Selling, general and administrative		3,828		3,898
Intangible amortization		203		471
Restructuring		—		36
Total operating expenses		4,031		4,405
Operating loss		(494)		(4,537)
OTHER (EXPENSE) INCOME, net:
Interest expense, net		(536)		(298)
Other, net		(2)		(3)
Total other income (expense), net		(538)		(301)
Net loss before provision (benefit) for income taxes		(1,032)		(4,838)
Provision (benefit) for income taxes		11		(27)
LOSS FROM CONTINUING OPERATIONS		(1,043)		(4,811)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS		1		(27)
NET LOSS	$	(1,042)	$	(4,838)
NET LOSS PER COMMON SHARE—BASIC:
Loss from continuing operations	$	(0.07)	$	(0.32)
Income (loss) from discontinued operations		0.00		0.00
Net loss	$	(0.07)	$	(0.32)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC		15,786		15,257
NET LOSS PER COMMON SHARE—DILUTED:
Loss from continuing operations	$	(0.07)	$	(0.32)
Income (loss) from discontinued operations		0.00		0.00
Net loss	$	(0.07)	$	(0.32)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED		15,786		15,257

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUIT Y

(UNAUDITED)

(in thousands, except share data)


	Common Stock			Treasury Stock
	Shares	Issued			Issued		Additional		Accumulated
	Issued	Amount		Shares	Amount		Paid-in Capital		Deficit		Total
BALANCE, December 31, 2017	15,480,299	$	15	(273,937)	$	(1,842)	$	380,005	$	(312,107)	$	66,071
Stock issued for restricted stock	96,534		1	—		—		—		—		1
Stock issued under defined contribution 401(k) retirement savings plan	74,123		—	—		—		167		—		167
Share-based compensation	—		—	—		—		262		—		262
Net loss	—		—	—		—		—		(4,838)		(4,838)
BALANCE, March 31, 2018	15,650,956		16	(273,937)		(1,842)		380,434		(316,945)		61,663

BALANCE, December 31, 2018	15,982,622	$	16	(273,937)	$	(1,842)	$	381,441	$	(336,253)	$	43,362
Stock issued for restricted stock	141,384		—	—		—		—		—		—
Stock issued under defined contribution 401(k) retirement savings plan	135,636		—	—		—		187		—		187
Share-based compensation	—		—	—		—		255		—		255
Sale of common stock, net of expenses	—		—	—		—		—		—		—
Net loss	—		—	—		—		—		(1,042)		(1,042)
BALANCE, March 31, 2019	16,259,642	$	16	(273,937)	$	(1,842)	$	381,883	$	(337,295)	$	42,762

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW S

(UNAUDITED)

(in thousands)


	Three Months Ended March 31,
	2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,042)	$	(4,838)
Income (loss) from discontinued operations		1		(27)
Loss from continuing operations		(1,043)		(4,811)
Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization expense		1,761		2,357
Deferred income taxes		(9)		(27)
Stock-based compensation		255		262
Allowance for doubtful accounts		(14)		(15)
Common stock issued under defined contribution 401(k) plan		187		167
Gain on disposal of assets		(1)		—
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable		(5,040)		(2,266)
Inventories		(10,274)		(2,577)
Prepaid expenses and other current assets		70		21
Accounts payable		8,132		2,956
Accrued liabilities		321		1,653
Customer deposits		(5,752)		197
Other non-current assets and liabilities		57		(1,210)
Net cash used in operating activities of continuing operations		(11,350)		(3,293)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(577)		(229)
Proceeds from disposals of property and equipment		1		—
Net cash used in investing activities of continuing operations		(576)		(229)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit		42,440		32,886
Payments on line of credit		(31,191)		(29,202)
Payments on long-term debt		(228)		—
Principal payments on finance leases		(236)		(187)
Net cash provided by financing activities of continuing operations		10,785		3,497
DISCONTINUED OPERATIONS:
Operating cash flows		1		(27)
Net cash provided by (used in) discontinued operations		1		(27)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,140)		(52)
CASH AND CASH EQUIVALENTS beginning of the period		1,177		78
CASH AND CASH EQUIVALENTS end of the period	$	37	$	26
Supplemental cash flow information:
Interest paid	$	274	$	233
Non-cash activities:
Issuance of restricted stock grants	$	255	$	262

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENT S

(UNAUDITED)

(In thousands, except share and per share data)

NOTE 1 — BASIS OF PRESENTATION

The unaudited condensed consolidated financial statements presented herein include the accounts of Broadwind Energy, Inc. (the “Company”) and its wholly-owned subsidiaries Broadwind Towers, Inc. (“Broadwind Towers”), Brad Foote Gear Works, Inc. (“Brad Foote”), and Red Wolf Company, LLC (“Red Wolf”). All intercompany transactions and balances have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2019. The December 31, 2018 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. This financial information should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

During the first quarter of 2019, the Company assessed its segment reporting by evaluating various qualitative and quantitative measures for each business and product line. Following the execution of the Company’s 2018 restructuring plan and the resulting exit of the leased Abilene facility at the end of 2018, the Company revised its segment presentation by moving its Abilene compressed natural gas and heavy fabrication business from the Process Systems segment to the Towers and Heavy Fabrications segment. The Company made this determination because, post-restructuring, the residual heavy fabrications business activities previously carried out in the now vacated space were transferred to the nearby tower plant under the supervision of Towers and Heavy Fabrications segment management. The Company has restated prior periods presented to reflect this change. See Note 14, “Segment Reporting” of these condensed consolidated financial statements for further discussion of reportable segments.

There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2019 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, other than the adoption of Accounting Standards Updates (“ASU”) 2016-02 described in Note 8 “Leases” of these condensed consolidated financial statements.

Company Description

Through its subsidiaries, the Company provides technologically advanced high-value products to energy, mining and infrastructure sector customers, primarily in the United States of America (the “U.S.”). The Company’s most significant presence is within the U.S. wind energy industry, which accounted for 64% of the Company’s revenue during the first three months of 2019.

The Company has increasingly diversified its operations to provide precision gearing and gearboxes, heavy fabrications, kitting and assemblies of industrial systems to a broad range of industrial customers for oil and gas (“O&G”), mining, steel, and other industrial applications.

Please refer to Note 16, “Restructuring” of these condensed consolidated financial statements for the discussion of the restructuring plan which the Company initiated in the first quarter of 2018. The Company has incurred a total of approximately $12 and $151 of net costs in the first three months of 2019 and 2018, respectively, to implement this restructuring plan.

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Liquidity

The Company meets its short term liquidity needs through cash generated from operations, its available cash balances, the Credit Facility (as defined below), additional equipment financing, and access to the public or private debt equity markets, including the option to raise capital under the Company’s Form S-3 (as discussed below).

See Note 7, “Debt and Credit Agreements” of these condensed consolidated financial statements for a complete description of the Credit Facility and the Company’s other debt.

Total debt and finance lease obligations at March 31, 2019 totaled $25,686, which includes current outstanding debt and finance leases totaling $24,093. The current outstanding debt includes $22,249 outstanding under the Company’s revolving line of credit.

On August 11, 2017, the Company filed a “shelf” registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 10, 2017 (the “Form S-3”). This shelf registration statement, which includes a base prospectus, allows the Company at any time to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in the prospectus supplement accompanying the base prospectus, the Company would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes.

On July 31, 2018, the Company entered into an At Market Issuance Sales Agreement (the "ATM Agreement") with Roth Capital Partners, LLC (the “Agent”). Pursuant to the terms of the ATM Agreement, the Company may sell from time to time through the Agent shares of the Company’s common stock, par value $0.001 per share with an aggregate sales price of up to $10,000. The Company will pay a commission to the Agent of 3% of the gross proceeds of the sale of the shares sold under the ATM Agreement and reimburse the Agent for the expenses of their counsel. During the year ended December 31, 2018, the Company issued 15,112 shares of the Company’s common stock under the ATM Agreement and the net proceeds (before upfront costs) to the Company from the sale of the Company’s common stock were approximately $33 after deducting commissions paid of approximately $1. As of March 31, 2019, the Company’s common stock having a value of approximately $9,967 remained available for issuance with respect to the ATM Agreement.

The Company anticipates that current cash resources, amounts available under the Credit Facility, cash to be generated from operations, and any potential proceeds from the sale of further Company securities under the Form S-3 will be adequate to meet the Company’s liquidity needs for at least the next twelve months. If assumptions regarding the Company’s production, sales and subsequent collections from certain of the Company’s large customers, as well as customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, the Company may in the future encounter cash flow and liquidity issues. If the Company’s operational performance deteriorates significantly, it may be unable to comply with existing financial covenants, and could lose access to the Credit Facility. This could limit the Company’s operational flexibility, require a delay in making planned investments and/or require the Company to seek additional equity or debt financing. Any additional equity financing, if available, may be dilutive to stockholders, and additional debt financing, if available, would likely require new financial covenants or impose other restrictions on the Company. While the Company believes that it will continue to have sufficient cash available to operate its businesses and to meet its financial obligations and debt covenants, there can be no assurances that its operations will generate sufficient cash, or that credit facilities will be available in an amount sufficient to enable the Company to meet these financial obligations.

Management’s Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period. Significant estimates, among others, include revenue recognition, future tax rates, future cash flows, inventory reserves, warranty reserves, impairment of long-lived assets, allowance for doubtful accounts, workers’ compensation reserves, and health insurance reserves. Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from these estimates.

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NOTE 2 — REVENUES

Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The following table presents the Company’s revenues disaggregated by revenue source for the three months ended March 31, 2019 and 2018:


		For the Three Ended March 31,
		2019		2018
Towers and Heavy Fabrications	$	28,294	$	18,196
Gearing		10,027		8,805
Process Systems		3,339		2,966
Consolidated	$	41,660	$	29,967

Revenue within the Company’s Gearing and Process Systems segments, as well as heavy fabrication revenues within the Towers and Heavy Fabrications segment, is recognized at a point in time, typically when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The Company measures revenue based on the consideration specified in the purchase order and revenue is recognized when the performance obligations are satisfied. If applicable, the transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation.

For many transactions within the Company’s Towers and Heavy Fabrications segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition. The Company recognizes revenue under these arrangements only when there is a substantive reason for the agreement, the ordered goods are identified separately as belonging to the customer and not available to fill other orders, the goods are currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or to direct it to another customer. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

The Company generally expenses sales commissions when incurred. These costs are recorded within selling, general and administrative expenses. Customer deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are classified as reductions of revenue in the Company’s statement of operations.

The Company does not disclose the value of the unsatisfied performance obligations for contracts with an original expected length of one year or less.

NOTE 3 — EARNINGS PER SHARE

The following table presents a reconciliation of basic and diluted earnings per share for the three months ended March 31, 2019 and 2018, as follows:


	Three Months Ended
	March 31,
	2019		2018
Basic earnings per share calculation:
Net loss	$	(1,042)	$	(4,838)
Weighted average number of common shares outstanding		15,785,954		15,257,234
Basic net loss per share	$	(0.07)	$	(0.32)
Diluted earnings per share calculation:
Net loss	$	(1,042)	$	(4,838)
Weighted average number of common shares outstanding		15,785,954		15,257,234
Common stock equivalents:
Stock options and non-vested stock awards (1)		—		—
Weighted average number of common shares outstanding		15,785,954		15,257,234
Diluted net loss per share	$	(0.07)	$	(0.32)

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(1)

Stock options and restricted stock units granted and outstanding of 683,019 and 893,004 are excluded from the computation of diluted earnings for the three months ended March 31, 2019 and 2018 due to the anti dilutive effect as a result of the Company’s net loss for those respective periods.

NOTE 4 — INVENTORIES

The components of inventories as of March 31, 2019 and December 31, 2018 are summarized as follows:


	March 31,		December 31,
	2019		2018
Raw materials	$	25,385	$	16,394
Work-in-process		6,437		5,426
Finished goods		2,793		2,958
		34,615		24,778
Less: Reserve for excess and obsolete inventory		(1,671)		(2,108)
Net inventories	$	32,944	$	22,670

NOTE 5 — GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the purchase price over the fair value of assets acquired, including identifiable intangibles and liabilities. Goodwill is not amortized but is tested at least annually for impairment or more frequently whenever events or circumstances occur indicating that those assets might be impaired.

Other intangible assets represent the fair value assigned to definite-lived assets such as trade names and customer relationships as part of the Company’s acquisition of Brad Foote completed in 2007 as well as the noncompetition agreements, trade names and customer relationships that were part of the Company’s acquisition of Red Wolf in 2017. Other intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 4 to 9 years. The Company tests other intangible assets for impairment when events or circumstances indicate that the carrying value of these assets may not be recoverable.

The Company added $4,993 of goodwill and $13,270 of other intangible assets, as a result of the Red Wolf acquisition, which was included in the Process Systems segment. See Note 14, “Segment Reporting” of these condensed consolidated financial statements for further discussion of the Company’s segments.

During the second quarter of 2018, the Company determined that the carrying amount of the Red Wolf reporting unit exceeded the fair value and recorded a $4,993 goodwill impairment charge. In addition, during the fourth quarter of 2018, the Company determined that its customer relationship intangible asset was impaired, and recorded a corresponding $7,592 impairment charge.

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During the first quarter of 2019, the Company also identified a further triggering event associated with Red Wolf’s recent operating losses. The Company relied upon an undiscounted cash flow analysis performed in the prior quarter and determined that no significant changes to the previously used inputs or assumptions were needed. As a result, the Company concluded that no impairment to this asset group was indicated as of March 31, 2019.

As of March 31, 2019 and December 31, 2018, the cost basis, accumulated amortization and net book value of intangible assets were as follows:


	March 31, 2019									December 31, 2018
									Remaining									Remaining
									Weighted									Weighted
					Accumulated		Net		Average					Accumulated		Net		Average
	Cost		Accumulated		Impairment		Book		Amortization			Accumulated		Impairment		Book		Amortization
	Basis		Amortization		Charges		Value		Period	Cost		Amortization		Charges		Value		Period
Goodwill and other intangible assets:
Goodwill	$	4,993		—		(4,993)	$	—		$	4,993	$	—		(4,993)	$	-
Noncompete agreements		170		(62)		—		108	3.8		170		(54)		—		116	4.1
Customer relationships		15,979		(6,445)		(7,592)		1,942	6.6		15,979		(6,369)		(7,592)		2,018	6.8
Trade names		9,099		(4,750)		—		4,349	9.3		9,099		(4,631)		—		4,468	9.5
Other intangible assets	$	25,248	$	(11,257)	$	(7,592)	$	6,399	6.3	$	25,248	$	(11,054)	$	(7,592)	$	6,602	6.5

As of March 31, 2019, estimated future amortization expense is as follows:


2019	$	602
2020		803
2021		803
2022		803
2023		777
2024 and thereafter		2,611
Total	$	6,399

NOTE 6 — ACCRUED LIABILITIES

Accrued liabilities as of March 31, 2019 and December 31, 2018 consisted of the following:


	March 31,		December 31,
	2019		2018
Accrued payroll and benefits	$	2,593	$	2,126
Accrued property taxes		158		—
Income taxes payable		86		66
Accrued professional fees		102		101
Accrued warranty liability		218		226
Accrued self-insurance reserve		292		374
Accrued other		678		913
Total accrued liabilities	$	4,127	$	3,806

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NOTE 7 — DEBT AND CREDIT AGREEMENTS

The Company’s outstanding debt balances as of March 31, 2019 and December 31, 2018 consisted of the following:


	March 31,		December 31,
	2019		2018
Line of credit	$	22,249	$	11,000
Other notes payable		1,679		1,882
Long-term debt		456		456
Less: Current portion		(23,199)		(11,930)
Long-term debt, net of current maturities	$	1,185	$	1,408

Credit Facility

On October 26, 2016, the Company established a $20,000 three-year secured revolving line of credit with CIBC Bank USA (“CIBC”), formerly known as The PrivateBank and Trust Company. On February 25, 2019, the line of credit was expanded and extended for three years. At that time, the Company and its subsidiaries entered into an Amended and Restated Loan and Security Agreement (the “Amended and Restated Loan Agreement”), with CIBC as administrative agent and sole lead arranger and the other financial institutions party thereto (the “Lenders”), providing the Company and its subsidiaries with a $35,000 secured credit facility (the “Credit Facility”). The obligations under the Credit Facility are secured by, subject to certain exclusions, (i) a first priority security interest in all accounts receivable, inventory, equipment, cash and investment property, and (ii) a mortgage on the Abilene, Texas tower and Pittsburgh, Pennsylvania gearing facilities.

The Credit Facility is a three-year asset-based revolving credit facility, pursuant to which the Lenders advance funds against a borrowing base consisting of approximately (a) 85% of the face value of eligible receivables of the Company and the subsidiaries, plus (b) the lesser of (i) 50% of the lower of cost or market value of eligible inventory of the Company, (ii) 85% of the orderly liquidation value of eligible inventory and (iii) $12.5 million, plus (c) the lesser of (i) the sum of (A) 75% of the appraised net orderly liquidation value of the Company’s eligible machinery and equipment plus (B) 50% of the fair market value of the Company’s mortgaged property and (ii) $12 million. Subject to certain borrowing base conditions, the aggregate Credit Facility limit under the Amended and Restated Loan Agreement is $35 million with a sublimit for letters of credit of $10 million. Borrowings under the Credit Facility bear interest at a per annum rate equal to, at the option of the Company, the one, two or three-month LIBOR rate or the base rate, plus a margin. The applicable margin is 5.50% for LIBOR rate loans and 3.50% for base rates loans. Upon certain pay downs, a pricing grid based on the Company’s trailing twelve month fixed charge coverage ratio may become effective under which applicable margins would range from 2.25% to 2.75% for LIBOR rate loans and 0.00% to 0.75% for base rate loans. Letter of credit fees are payable on outstanding letters of credit in an amount equal to the applicable LIBOR margin under the pricing grid, plus other customary fees. The Company must also pay an unused facility fee equal to 0.50% per annum on the unused portion of the Credit Facility along with other standard fees. The initial term of the Amended and Restated Loan Agreement ends on February 25, 2022. The Company is allowed to prepay in whole or in part advances under the Credit Facility without penalty or premium other than customary “breakage” costs with respect to LIBOR loans.

The Amended and Restated Loan Agreement contains customary representations and warranties applicable to the Company and the subsidiaries. It also contains a requirement that the Company, on a consolidated basis, maintain minimum quarterly earnings before interest, taxes, depreciation, amortization, share-based payments, restructuring costs, and intangible impairments (“EBITDA”) levels through September 30, 2019 and a minimum quarterly fixed charge coverage ratio thereafter, along with other customary restrictive covenants, certain of which are subject to materiality thresholds, baskets and customary exceptions and qualifications. These restrictive covenants include limitations on the ability of the Company and the subsidiaries to, among other things, form or acquire subsidiaries, incur indebtedness, create liens, enter into a merger, consolidation, reorganization or recapitalization, dispose of assets, pay dividends, cause or permit a change of control, make investments or enter into affiliate transactions. We were in compliance with all covenants as of March 31, 2019.

As of March 31, 2019, there was $22,249 of outstanding indebtedness under the Credit Facility, with the ability to borrow an additional $7,528 under the Credit Facility.

Other

On July 20, 2011, the Company executed a New Markets Tax Credit (“NMTC”) transaction with Capital One as a counter-party. Under the NMTC structure, taxpayers are permitted to claim credits against their federal income taxes for qualified investments in the equity of community development entities. The NMTC transaction generated up to $3,900 in tax credits, which the Company made available under the structure by passing them through to Capital One. The Company used the $2,600 proceeds received from Capital One to fund capital investments and associated operating costs for its manufacturing

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plant in Abilene, Texas. The loan was extinguished during the third quarter of 2018 and the Company recorded a gain of $2,249 in other income, net of transaction expenses.

In 2016, the Company entered into a $570 loan agreement with the Development Corporation of Abilene which is included in long-term debt, less current maturities. The loan is forgivable upon the Company meeting and maintaining specific employment thresholds. During 2018, $114 of the loan was forgiven. In addition, the Company has outstanding notes payable for capital expenditures in the amount of $1,679 and $1,882 as of March 31, 2019 and December 31, 2018, respectively, with $950 and $930 included in the “Line of credit and other notes payable” line item of the Company’s condensed consolidated financial statements as of March 31, 2019 and December 31, 2018, respectively. The notes payable have monthly payments that range from $1 to $36 and an interest rate of approximately 5%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from April 2020 to August 2022.

NOTE 8 — LEASES

The Company leases certain facilities and equipment. On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) and ASU 2018-11 using the cumulative effect method and has elected to apply each available practical expedient. The standard requires companies to recognize operating lease assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842 while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting under legacy accounting. ASU 2018-11 also allows an exception so that companies do not have to make the new required lease disclosures for periods before the effective date. The Company has elected to apply the short-term lease exception to all leases of one year or less.

The adoption of Topic 842 resulted in the Company recognizing operating lease liabilities totaling $19,508 with a corresponding right-of-use (“ROU”) asset of $17,613 based on the present value of the minimum rental payments of such leases. The variance between the ROU asset balance and the lease liability is a deferred rent liability that existed prior to the adoption of ASC 842 and was offset against the ROU asset balance during the adoption. As of March 31, 2019, the ROU asset had a balance of $17,155 which is included in the “Operating lease right-of-use asset” line item of these condensed consolidated financial statements and current and non-current lease liabilities relating to the ROU asset of $1,726 and $17,341, respectively, and are included in the “Current portion of operating lease obligations” and “Long-term operating lease obligations, net of current portion” line items of these condensed consolidated financial statements. The discount rates used for leases accounted for under ASC 842 are based on an interest rate yield curve developed for the leases in the Company’s lease portfolio.

Some of the Company’s facility leases include options to renew. The exercise of the renewal options is at the Company’s discretion therefore, the majority of renewals to extend the lease terms are not included in ROU assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options and includes them in the lease term when we are reasonably certain to exercise them.

Quantitative information regarding the Company’s leases is as follows:


	Three Months Ended
	March 31, 2019
Components of lease cost
Finance lease cost components:
Amortization of finance lease assets	$ 136
Interest on finance lease liabilities	29
Total finance lease costs	165
Operating lease cost components:
Operating lease cost	786
Short-term lease cost	146
Variable lease cost (1)	178
Sublease income	(44)
Total operating lease costs	1,066

Total lease cost	$ 1,231

Supplemental cash flow information related to our operating leases is
as follows for the period ended March 31, 2019:

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Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases	875


Weighted-average remaining lease term-finance leases (in years)	1.6
Weighted-average remaining lease term-operating leases (in years)	10.9
Weighted-average discount rate-finance leases	8.4%
Weighted-average discount rate-operating leases	9.0%

⁽¹⁾

Variable lease costs consist primarily of taxes, insurance, utilities, and common area or other maintenance costs for the Company’s leased facilities and equipment.

As of March 31, 2019, future minimum lease payments under finance leases and operating leases were as follows:


	Finance		Operating
	Leases		Leases		Total
2019	$	793	$	2,647	$	3,440
2020		376		2,897		3,273
2021		252		2,760		3,012
2022		—		2,501		2,501
2023		—		2,355		2,355
2024 and thereafter		—		18,117		18,117
Total lease payments	$	1,421	$	31,277	$	32,698
Less—portion representing interest		(119)		(12,210)		(12,329)
Present value of lease obligations		1,302		19,067		20,369
Less—current portion of lease obligations		(894)		(1,726)		(2,620)
Long-term portion of lease obligations	$	408	$	17,341	$	17,749

NOTE 9 — FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable and customer deposits, approximate their respective fair values due to the relatively short-term nature of these instruments. Based upon interest rates currently available to the Company for debt with similar terms, the carrying value of the Company’s long-term debt is approximately equal to its fair value.

NOTE 10 — INCOME TAXES

Effective tax rates differ from federal statutory income tax rates primarily due to changes in the Company’s valuation allowance, permanent differences and provisions for state and local income taxes. As of March 31, 2019, the Company has a full valuation allowance recorded against deferred tax assets. During the three months ended March 31, 2019, the Company recorded a provision for income taxes of $11, compared to a benefit for income taxes of $27 during the three months ended March 31, 2018.

The Company files income tax returns in U.S. federal and state jurisdictions. As of March 31, 2019, open tax years in federal and some state jurisdictions date back to 1996 due to the taxing authorities’ ability to adjust operating loss carryforwards. As of December 31, 2018, the Company had net operating loss (“NOL”) carryforwards of $248,717 of which $228,787 will generally begin to expire in 2022. The majority of the NOL carryforwards will expire in various years from 2028 through 2037. NOLs generated after January 1, 2018 will not expire.

Since the Company has no unrecognized tax benefits, they will not have an impact on the condensed consolidated financial statements as a result of the expiration of the applicable statues of limitations within the next twelve months. In addition, Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), generally imposes an annual limitation on the amount of NOL carryforwards and associated built-in losses that may be used to offset taxable income when a corporation has undergone certain changes in stock ownership. The Company’s ability to utilize NOL carryforwards and built-

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in losses may be limited, under IRC Section 382 or otherwise, by the Company’s issuance of common stock or by other changes in stock ownership. Upon completion of the Company’s analysis of IRC Section 382, the Company in 2010 determined that aggregate changes in stock ownership have triggered an annual limitation on NOL carryforwards and built-in losses available for utilization, thereby currently limiting annual NOL usage to $14,284 per year. Further limitations may occur, depending on additional future changes in stock ownership. To the extent the Company’s use of NOL carryforwards and associated built-in losses is significantly limited in the future, the Company’s income could be subject to U.S. corporate income tax earlier than it would be if the Company were able to use NOL carryforwards and built-in losses without such limitation, which could result in lower profits and the loss of benefits from these attributes.

In February 2013, the Company adopted a Stockholder Rights Plan, which was amended in February 2016 and approved by our stockholders (as amended, the “Rights Plan”), designed to preserve the Company’s substantial tax assets associated with NOL carryforwards under IRC Section 382. On February 7, 2019, the Board of Directors (the “Board”) approved an amendment extending the Rights Plan for an additional three years. The amendment was approved by our stockholders at our 2019 Annual Meeting of Stockholders.

The Rights Plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, becoming the beneficial owner of 4.9% or more of the Company’s common stock and thereby triggering a further limitation of the Company’s available NOL carryforwards. In connection with the adoption of the Rights Plan, the Board declared a non‑taxable dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock to the Company’s stockholders of record as of the close of business on February 22, 2013. Each Right entitles its holder to purchase from the Company one one‑thousandth of a share of the Company’s Series A Junior Participating Preferred Stock at an exercise price of $4.25 per Right, subject to adjustment. As a result of the Rights Plan, any person or group that acquires beneficial ownership of 4.9% or more of the Company’s common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group. Stockholders who owned 4.9% or more of the outstanding shares of the Company’s common stock as of February 12, 2013 will not trigger the preferred share purchase rights unless they acquire additional shares after that date.

As of March 31, 2019, the Company had no unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. The Company had no accrued interest and penalties as of March 31, 2019.

NOTE 11 — SHARE-BASED COMPENSATION

Overview of Share-Based Compensation Plans

The Company has granted incentive stock options and other equity awards pursuant to previously Board approved Equity Incentive Plans (“2007 and 2012 EIPs”). Most recently, the Company has granted equity awards pursuant to the Broadwind Energy, Inc. 2015 Equity Incentive Plan, which was approved by the Board in February 2015 and by the Company’s stockholders in April 2015. On February 8, 2019, the Board approved an Amended and Restated 2015 Equity Incentive Plan (the “2015 EIP,” and together with the 2007 and 2012 EIPs, the “Equity Incentive Plans”), which, among other things, increased the number of shares of our common stock authorized for issuance under the plan from 1,100,000 to 2,200,000. The 2015 EIP was approved by the Company’s stockholders at the 2019 Annual Meeting of Stockholders.

The purposes of the Equity Incentive Plans are to (a) align the interests of the Company’s stockholders and recipients of awards by increasing the proprietary interest of such recipients in the Company’s growth and success; (b) advance the interests of the Company by attracting and retaining officers, other employees, non-employee directors and independent contractors; and (c) motivate such persons to act in the long-term best interests of the Company and its stockholders. Under the 2015 EIP, the Company may grant (i) non-qualified stock options; (ii) “incentive stock options” (within the meaning of IRC Section 422); (iii) stock appreciation rights; (iv) restricted stock and restricted stock units (“RSUs”); and (v) performance awards (“PSUs”).

Stock Options. The exercise price of stock options granted under the Equity Incentive Plans is equal to the closing price of the Company’s common stock on the date of grant. Stock options generally become exercisable on the anniversary of the grant date, with vesting terms that may range from one to five years from the date of grant. Additionally, stock options expire ten years after the date of grant. The fair value of stock options granted is expensed ratably over their vesting term.

Restricted Stock Units (RSUs). The granting of RSUs is provided for under the Equity Incentive Plans. RSUs generally contain a vesting period of one to five years from the date of grant. The fair value of each RSU granted is equal to the closing price of the Company’s common stock on the date of grant and is generally expensed ratably over the vesting term of the RSU award.

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Performance Awards (PSUs) . The granting of PSUs is provided for under the Equity Incentive Plans. Vesting of PSUs is conditioned upon the Company meeting applicable performance measures over the performance period. The fair value of each PSU granted is equal to the closing price of the Company’s common stock on the date of grant and is generally expensed ratably over the term of the PSU award plan.

The Equity Incentive Plans reserve shares of the Company’s common stock for grants to officers, directors, employees, consultants and advisors upon whose efforts the success of the Company and its affiliates depends to a large degree. The 2007 and 2012 EIPs reserved 1,891,051 shares of the Company’s common stock. As of March 31, 2019, the Company had reserved 56,862 shares for issuance upon the exercise of stock options outstanding and 888,748 shares of common stock reserved for stock options and RSU awards under the 2007 and 2012 EIPs had been issued in the form of common stock. The 2015 EIP reserves 2,200,000 shares of the Company’s common stock. As of March 31, 2019, the Company had reserved 626,157 shares for issuance upon the vesting of RSU awards outstanding under the 2015 EIP. As of March 31, 2019, 484,813 shares of common stock reserved for RSU awards under the 2015 EIP had been issued in the form of common stock.

The following table summarizes stock option activity during the three months ended March 31, 2019 under the Equity Incentive Plans, as follows:



		Weighted Average
	Options	Exercise Price
Outstanding as of December 31, 2018	56,862	$	15.06
Expired	—	$	—
Outstanding as of March 31, 2019	56,862	$	15.06
Exercisable as of March 31, 2019	56,862	$	15.06

The following table summarizes RSU’s and PSU’s activity during the three months ended March 31, 2019 under the Equity Incentive Plans, as follows:


		Weighted Average
		Grant-Date Fair Value
	Number of Shares	Per Share
Unvested as of December 31, 2018	805,844	$	3.16
Vested	(179,687)	$	2.97
Unvested as of March 31, 2019	626,157	$	3.22

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. The determination of the fair value of each stock option is affected by the Company’s stock price on the date of grant, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected volatility of the price of the Company’s stock over the expected life of the awards and actual and projected stock option exercise behavior. No stock options were granted during the three months ended March 31, 2019 and 2018.

The Company utilized a forfeiture rate of 25% during the three months ended March 31, 2019 and 2018 for estimating the forfeitures of equity compensation granted.

The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, as follows:



	Three Months Ended March 31,
	2019		2018
Share-based compensation expense:
Cost of sales	$	30	$	22
Selling, general and administrative		225		240
Net effect of share-based compensation expense on net income	$	255	$	262
Reduction in earnings per share:
Basic earnings per share	$	0.02	$	0.02

Diluted earnings per share	$	0.02	$	0.02

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As of March 31, 2019, the Company estimates that pre-tax compensation expense for all unvested share-based RSUs in the amount of approximately $848 will be recognized through 2020. The Company expects to satisfy the exercise of stock options and future distribution of shares of restricted stock by issuing new shares of common stock.

NOTE 12 — LEGAL PROCEEDINGS

The Company is party to a variety of legal proceedings that arise in the normal course of its business. While the results of these legal proceedings cannot be predicted with certainty, management believes that the final outcome of these proceedings will not have a material adverse effect, individually or in the aggregate, on the Company’s results of operations, financial condition or cash flows. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s results of operations, financial condition or cash flows. It is possible that if one or more of such matters were decided against the Company, the effects could be material to the Company’s results of operations in the period in which the Company would be required to record or adjust the related liability and could also be material to the Company’s financial condition and cash flows in the periods the Company would be required to pay such liability.

NOTE 13 — RECENT ACCOUNTING PRONOUNCEMENTS

The Company reviews new accounting standards as issued. Although some of the accounting standards issued or effective in the current fiscal year may be applicable to it, the Company believes that none of the new standards have a significant impact on its condensed consolidated financial statements, except as discussed below. The Company is currently evaluating the impact of the new standards on its condensed consolidated financial statements.

The Company adopted the amendments to certain disclosure requirements in Securities Act of 1933, as amended, Release No. 33-10532, “Disclosure Update and Simplification” on November 5, 2018, the effective date of the release. Among the amendments is a requirement to present the changes in shareholders’ equity in the interim financial statements (either in a separate statement or footnote) in quarterly reports on Form 10-Q. See the condensed consolidated statement of stockholders’ equity.

NOTE 14— SEGMENT REPORTING

The Company is organized into reporting segments based on the nature of the products offered and business activities from which it earns revenues and incurs expenses for which discrete financial information is available and regularly reviewed by the Company’s chief operating decision maker. During the first quarter of 2019, the Company revised its segment presentation by moving its Abilene compressed natural gas and heavy fabrication business from the Process Systems segment to the Towers and Heavy Fabrications segment. The Company believes that this change more appropriately aligns its businesses in terms of the nature of its products and services, as well as its production processes and customers. The Company has restated prior periods presented to reflect this change.

The Company’s segments and their product and service offerings are summarized below:

Towers and Heavy Fabrications

The Company manufactures towers for wind turbines, specifically the large and heavier wind towers that are designed for multiple megawatt (“MW”) wind turbines, as well as heavy fabrications for mining and other industrial customers. Production facilities, located in Manitowoc, Wisconsin and Abilene, Texas, are situated in close proximity to the primary U.S. domestic wind energy and equipment manufacturing hubs. The two facilities have a combined annual tower production capacity of up to approximately 550 towers, sufficient to support turbines generating more than 1,100 MW of power.

Gearing

The Company engineers, builds and remanufactures precision gears and gearing systems for O&G, wind, mining, steel and other industrial applications. The Company uses an integrated manufacturing process, which includes machining and finishing processes in Cicero, Illinois, and heat treatment processes in Neville Island, Pennsylvania.

Process Systems

This segment provides contract manufacturing services that include build-to-print, kitting, and inventory management for customers throughout the U.S. and in foreign countries, primarily supporting the natural gas electrical generation market.

Corporate

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“Corporate” includes the assets and selling, general and administrative expenses of the Company’s corporate office. “Eliminations” comprises adjustments to reconcile segment results to consolidated results.

Summary financial information by reportable segment for the three and three months ended March 31, 2019 and 2018 is as follows:



	Towers and				Process
	Heavy Fabrications		Gearing		Systems		Corporate		Eliminations		Consolidated
For the Three Months Ended March 31, 2019
Revenues from external customers	$	28,294	$	10,027	$	3,339	$	—	$	—	$	41,660
Operating (loss) profit		(222)		1,387		(285)		(1,374)		—		(494)
Depreciation and amortization		1,095		482		122		62		—		1,761
Capital expenditures		201		367		—		9		—		577



	Towers and				Process
	Heavy Fabrications		Gearing		Systems		Corporate		Eliminations		Consolidated
For the Three Months Ended March 31, 2018
Revenues from external customers	$	18,196	$	8,805		2,966	$	—	$	—	$	29,967
Operating (loss) profit		(2,096)		(626)		(301)		(1,514)		—		(4,537)
Depreciation and amortization		1,320		590		387		60		—		2,357
Capital expenditures		—		220		—		9		—		229


	Total Assets as of
	March 31,		December 31,
Segments:	2019		2018
Towers and Heavy Fabrications	$	54,627	$	34,839
Gearing		51,389		37,028
Process Systems		9,886		11,758
Corporate		253,345		243,867
Eliminations		(239,668)		(228,327)
	$	129,579	$	99,165

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Environmental Compliance and Remediation Liabilities

The Company’s operations and products are subject to a variety of environmental laws and regulations in the jurisdictions in which the Company operates and sells products governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous materials, soil and groundwater contamination, employee health and safety, and product content, performance and packaging. Certain environmental laws may impose the entire cost or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon any one or more of a number of parties, including the current or previous owners or operators of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment of hazardous substances at a contaminated site. Third parties may also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites.

Warranty Liability

The Company provides warranty terms that range from one to five years for various products supplied by the Company. In certain contracts, the Company has recourse provisions for items that would enable recovery from third parties for amounts paid to customers under warranty provisions. As of March 31, 2019 and 2018, estimated product warranty liability was $218 and $583, respectively, and is recorded within accrued liabilities in the Company’s condensed consolidated balance sheets.

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The changes in the carrying amount of the Company’s total product warranty liability for the three months ended March 31, 2019 and 2018 were as follows:


	For the Three Months Ended March 31,
	2019		2018
Balance, beginning of period	$	226	$	581
Addition to (reduction of) warranty reserve		(19)		5
Warranty claims		—		(3)
Other adjustments		11		-
Balance, end of period	$	218	$	583

Allowance for Doubtful Accounts

Based upon past experience and judgment, the Company establishes an allowance for doubtful accounts with respect to accounts receivable. The Company’s standard allowance estimation methodology considers a number of factors that, based on its collections experience, the Company believes will have an impact on its credit risk and the collectability of its accounts receivable. These factors include individual customer circumstances, history with the Company, the length of the time period during which the account receivable has been past due and other relevant criteria.

The Company monitors its collections and write-off experience to assess whether or not adjustments to its allowance estimates are necessary. Changes in trends in any of the factors that the Company believes may impact the collectability of its accounts receivable, as noted above, or modifications to its credit standards, collection practices and other related policies may impact the Company’s allowance for doubtful accounts and its financial results. The activity in the accounts receivable allowance liability for the three months ended March 31, 2019 and 2018 consisted of the following:



	For the Three Months Ended March 31,
	2019		2018
Balance at beginning of period	$	190	$	225
(Recoveries) bad debt expense		—		(15)
Other adjustments		(14)		—
Balance at end of period	$	176	$	210

Collateral

In select instances, the Company has pledged specific inventory and machinery and equipment assets to serve as collateral on related payable or financing obligations.

Liquidated Damages

In certain customer contracts, the Company has agreed to pay liquidated damages in the event of qualifying delivery or production delays. These damages are typically limited to a specific percentage of the value of the product in question and/or are dependent on actual losses sustained by the customer. The Company does not believe that this potential exposure will have a material adverse effect on the Company’s consolidated financial position or results of operations. There was no reserve for liquidated damages as of March 31, 2019 or December 31, 2018.

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NOTE 16 — RESTRUCTURING

During the first quarter of 2018, the Company conducted a review of its business strategies and product plans given the outlook of the industries it serves and its business environment. As a result, the Company began to execute a restructuring plan to rationalize its facility capacity and management structure, and to consolidate and increase the efficiencies of its Abilene facility operations. The Company exited the CNG and Fabrication Manufacturing location in Abilene, TX in 2018 as soon as it fully complied with the requirements established as part of the NMTC transaction agreement and consolidate these manufacturing activities into other locations. All remaining costs associated with this facility have been recorded as restructuring expenses. All costs will be incurred solely within the Towers and Heavy Fabrications segment.

The Company expects that any additional costs related to the 2018 restructuring initiative will be immaterial. The Company anticipates annual cost savings going forward of approximately $575 in facility expenses related to the restructuring.

The Company’s total net restructuring charges for the three months ended March 31, 2019 and 2018 consist of the following:


	Three Months Ended March 31,
	2019		2018
Cost of sales:
Facility costs	$	2	$	82
Moving and remediation		10		—
Salary and severance		—		17
Depreciation		—		16
Total cost of sales		12		115
Selling, general, and administrative expenses:
Salary and severance		—		36
Total selling, general, and administrative expenses		—		36
Grand Total	$	12	$	151

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation s

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto in Item 1, “Financial Statements,” of this Quarterly Report 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, 2018. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances including, but not limited to, those identified in “Cautionary Note Regarding Forward-Looking Statements” at the end of Item 2. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties. As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and the “Company” refer to Broadwind Energy, Inc., a Delaware corporation headquartered in Cicero, Illinois, and its subsidiaries.

(Dollars are presented in thousands except per share data or unless otherwise stated)

OUR BUSINESS

First quarter Overview

We booked $24,006 in new orders in the first quarter of 2019, down 15% from $28,141 in the first quarter of 2018. The decrease in orders was driven primarily by lower order intake from O&G customers in our Gearing segment, as customers secured production slots in a strengthening market last year and due to the timing of replacement gearing orders from wind customers. Tower orders in the first quarter of 2019 increased 28% compared to the first quarter of 2018 due to a tower order placed by our largest customer. Our Process Systems segment had $4,361 in orders in the first quarter of 2019, an increase of $1,390 over the first quarter of 2018, led by an increase in orders to support new gas turbine production.

We recognized revenue of $41,660 in the first quarter of 2019, up significantly from revenue of $29,967 in the first quarter of 2018, reflecting sales growth in all segments. Towers and Heavy Fabrications segment revenues were up $10,098 or 55% due primarily to a 31% increase in tower sections sold, a higher average sales price on the product mix sold primarily attributable to increases in steel prices, and an increase in sales of heavy fabrications to mining and other industrial customers,

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reflecting the Company’s focus on diversifying its revenue sources. Gearing segment revenues were up $1,222 or 14% from the first quarter of 2018, as a result of increased aftermarket wind gearing shipments, stronger mining and other industrial demand, partially offset by lower oil and gas demand due to a temporary slowdown of fracking activity in the Permian Basin.

We reported a net loss of $1,042 or $0.07 per share in the first quarter of 2019, compared to a net loss of $4,838 or $0.32 per share in the first quarter of 2018. The significant improvement was due primarily to higher sales, higher plant utilization, and improved manufacturing efficiencies within our Towers and Heavy Fabrications and Gearing segments.

During the first quarter of 2018, we conducted a review of our business strategies and product plans given the outlook of the industries we serve and our business environment. As a result, we executed a restructuring plan to rationalize our facility capacity and management structure, and to consolidate and increase the efficiencies in our Abilene facility operations. We exited the market for natural gas compression units and transferred remaining operations from a leased facility in Abilene, Texas into other production locations. We vacated the leased Abilene facility in 2018 and incurred associated costs totaling $12 and $151 for the quarters ended March 31, 2019 and 2018, respectively. In conjunction with this initiative, all costs associated with this vacated facility were recorded as restructuring expenses within the Towers and Heavy Fabrications segment. We expect any remaining costs associated with the restructuring plan to be immaterial.

As noted in Note 14, “Segment Reporting” of these condensed consolidated financial statements, during the first quarter of 2019, we revised our segment presentation and moved our Abilene compressed natural gas and heavy fabrication business from the Process Systems segment to the Towers and Heavy Fabrications segment. We have also restated prior periods presented to reflect this change.

RESULTS OF OPERATIONS

Three months ended March 31, 2019, Compared to Three months ended March 31, 2018

The condensed consolidated statement of operations table below should be read in connection with a review of the following discussion of our results of operations for the three months ended March 31, 2019, compared to the three months ended March 31, 2018.


	Three Months Ended March 31,								2019 vs. 2018
			% of Total				% of Total
	2019		Revenue		2018		Revenue		$ Change		% Change
Revenues	$	41,660	100.0	%	$	29,967	100.0	%	$	11,693	39.0	%
Cost of sales		38,111	91.5	%		29,984	100.1	%		8,127	27.1	%
Restructuring		12	0.0	%		115	0.4	%		(103)	(89.6)	%
Gross profit (loss)		3,537	8.5	%		(132)	(0.4)	%		3,669	2,779.5	%
Operating expenses
Selling, general and administrative expenses		3,828	9.2	%		3,898	13.0	%		(70)	(1.8)	%
Intangible amortization		203	0.5	%		471	1.6	%		(268)	(56.9)	%
Restructuring		—	—	%		36	0.1	%		(36)	(100.0)	%
Total operating expenses		4,031	9.7	%		4,405	14.7	%		(374)	(8.5)	%
Operating loss		(494)	(1.2)	%		(4,537)	(15.1)	%		4,043	89.1	%
Other expense
Interest expense, net		(536)	(1.3)	%		(298)	(1.0)	%		(238)	(79.9)	%
Other, net		(2)	(0.0)	%		(3)	(0.0)	%		1	33.3	%
Total other expense, net		(538)	(1.3)	%		(301)	(1.0)	%		(237)	(78.7)	%
Net loss before benefit for income taxes		(1,032)	(2.5)	%		(4,838)	(16.1)	%		3,806	78.7	%
Provision (benefit) for income taxes		11	0.0	%		(27)	(0.1)	%		38	140.7	%
Loss from continuing operations		(1,043)	(2.5)	%		(4,811)	(16.1)	%		3,768	78.3	%
Income (loss) from discontinued operations		1	0.0	%		(27)	(0.1)	%		28	103.7	%
Net loss	$	(1,042)	(2.5)	%	$	(4,838)	(16.1)	%	$	3,796	78.5	%

Consolidated

Revenues increased from $29,967 during the three months ended March 31, 2018, to $41,660 during the three months ended March 31, 2019, including increases in all segments. Towers and Heavy Fabrications segment revenues were up $10,098 or 55% due to a 31% increase in towers sections sold, a higher average sales price on the towers sold primarily attributable to higher steel prices, and an increase in the volume of heavy fabrications for mining and other industrial customers. Gearing

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segment revenues were up $1,222 or 14%, primarily as a result of the timing of replacement part revenue from a wind customer and strong mining demand.

Gross profit increased by $3,669, from a loss $132 during the three months ended March 31, 2018, to profit of $3,537 during the three months ended March 31, 2019. Gross margin increased from (0.4%) during the three months ended March 31, 2018, to 8.5% during the three months ended March 31, 2019. The increase in gross profit was primarily attributable to higher plant utilization and improved manufacturing efficiencies in our Towers and Heavy Fabrications and Gearing segments.

Operating expenses decreased from $4,405 during the three months ended March 31, 2018, to $4,031 during the three months ended March 31, 2019. The decrease was primarily attributable to decreased amortization expense as a result of the write-off of the Red Wolf customer relationship intangible asset during the fourth quarter of 2018 and lower insurance costs, partially offset by higher incentive compensation due to the improvement in operating performance. Operating expenses as a percentage of sales decreased from 14.7% in the prior-year quarter to 9.7% in the current-year quarter.

Loss from continuing operations decreased from $4,811 during the three months ended March 31, 2018, to $1,043 during the three months ended March 31, 2019, as a result of the factors described above.

Net loss decreased from $4,838 during the three months ended March 31, 2018, to $1,042 during the three months ended March 31, 2019, as a result of the factors described above.

Towers and Heavy Fabrications Segment


	Three Months Ended
	March 31,
	2019			2018
Orders	$	12,510		$	9,804
Revenues		28,294			18,196
Operating loss		(222)			(2,096)
Operating margin		(0.8)	%		(11.5)	%

Towers and Heavy Fabrications segment orders were higher than the prior year quarter due to a tower order placed by our largest customer. Towers and Heavy Fabrications segment revenues increased by $10,098 due to a 31% increase in towers sections sold, a higher average sales price on the towers sold primarily attributable to higher steel prices, and an increase in demand for heavy fabrications from mining and other industrial customers.

Towers and Heavy Fabrications segment operating loss improved by $1,874, from a loss of $2,096 during the three months ended March 31, 2018, to a loss of $222 during the three months ended March 31, 2019. The improvement was primarily attributable to higher plant utilization and improved manufacturing efficiencies including the absence of plant start-up costs that were incurred during the prior year quarter. Lower depreciation expense was offset by higher incentive compensation expenses. The operating margin improved from (11.5%) during the three months ended March 31, 2018, to (0.8%) during the three months ended March 31, 2019.

Gearing Segment


	Three Months Ended
	March 31,
	2019			2018
Orders	$	7,135		$	15,366
Revenues		10,027			8,805
Operating income (loss)		1,387			(626)
Operating margin		13.8	%		(7.1)	%

Gearing segment orders decreased $8,231 primarily due to a decrease in demand from O&G customers, as customers secured production slots in a strengthening market in 2018, and due to the timing of replacement gearing orders from a wind customer. Revenue increased from $8,805 during the three months ended March 31, 2018, to $10,027 during the three months ended March 31, 2019. The increase was driven primarily by increased aftermarket wind shipments, stronger mining and other industrial demand, partially offset by lower oil and gas demand.

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The Gearing segment operating profit improved by $2,013, from a loss of $626 during the three months ended March 31, 2018, to income of $1,387 during the three months ended March 31, 2019. The improvement was primarily attributable to a more profitable sales mix, higher plant utilization and improved manufacturing efficiencies including lower maintenance and scrap costs and improved labor productivity. Operating margin was 13.8% during the three months ended March 31, 2019, up sharply from (7.1%) during the three months ended March 31, 2018.

Process Systems Segment


	Three Months Ended
	March 31,
	2019				2018
Orders	$	4,361		$	2,971
Revenues		3,339			2,966
Operating loss		(285)			(301)
Operating margin		(8.5)	%		(10.1)	%

Process Systems segment orders increased $1,390, from $2,971 during the three months ended March 31, 2018, to $4,361 during the three months ended March 31, 2019. The increase in orders is primarily due to higher customer demand for natural gas turbine content. Process Systems segment revenues increased by $373, from $2,966 during the three months ended March 31, 2018, to $3,339 during the three months ended March 31, 2019 primarily due to increased sales for aftermarket products, partially offset by decreased sales for new gas turbine content.

The Process Systems segment operating loss was substantially unchanged from the prior year as the benefit of higher revenue and lower amortization expense was partially offset by a less favorable product mix. The operating margin improved from (10.1%) during the three months ended March 31, 2018 to (8.5%) during the three months ended March 31, 2019 due to the rise in revenue.

Corporate and Other

Corporate and Other expenses decreased by $140, from $1,514 during the three months ended March 31, 2018, to $1,374 during the three months ended March 31, 2019. The decrease was primarily attributable to lower insurance expenses, partially offset by increased incentive compensation due to the improvement in operating performance.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

As of March 31, 2019, cash and cash equivalents totaled $37, a decrease of $1,140 from December 31, 2018. Cash balances remain minimal as operating receipts and disbursements flow through our Credit Facility, which is in a drawn position. Debt and finance lease obligations at March 31, 2019 totaled $25,686. As of March 31, 2019, we had the ability to borrow up to an additional $7,528 under the Credit Facility (as defined in Note 7 “Debt and Credit Agreements” in the notes to our condensed consolidated financial statements). On July 31, 2018, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Roth Capital Partners, LLC (the “Agent”). Pursuant to the terms of the ATM Agreement, we may sell from time to time through the Agent shares of the Company's common stock, par value $0.001 per share with an aggregate sales price of up to $10,000. The Company will pay a commission to the Agent of 3% of the gross proceeds of the sale of the shares sold under the ATM Agreement and reimburse the Agent for the expenses of their counsel. We anticipate that we will be able to satisfy the cash requirements associated with, among other things, working capital needs, capital expenditures and lease commitments through at least the next twelve months primarily through cash generated from operations, available cash balances, the Credit Facility, additional equipment financing, and access to the public or private debt equity markets, including the option to raise capital from the sale of our securities under the Form S-3.

On February, 25, 2019, we executed an Amended and Restated Loan and Security Agreement (the “Amended and Restated Loan Agreement”) which expanded our Credit Facility to $35,000 and extended the term to February 25, 2022. The Amended and Restated Loan Agreement includes minimum EBITDA covenants through September 30, 2019, replaced by a Fixed Charge Coverage Ratio thereafter.

We anticipate that current cash resources, amounts available under the Credit Facility, cash to be generated from operations, and any potential proceeds from the sale of our securities under the Form S-3 or other privately raised funds will be adequate to meet our liquidity needs for at least the next twelve months. If assumptions regarding our production, sales and subsequent collections from certain of our large customers, as well as customer deposits and revenues generated from new customer orders, are materially inconsistent with management’s expectations, we may encounter cash flow and liquidity issues. Additionally new or existing customers may request acceleration of production or we may accept new orders or modify existing orders to purchase steel opportunistically or to build products without deposits, which will reduce our liquidity. Further in advance of anticipated cash needs, we may also issue debt or sell equity or equity linked securities.

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If our operational performance does not improve, we may be unable to comply with existing financial covenants, and could lose access to the 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 existing or new credit facilities or equity or equity linked financings will be available in an amount sufficient to enable us to meet these financial obligations.

Sources and Uses of Cash

Operating Cash Flows

During the three months ended March 31, 2019, net cash used in operating activities totaled $11,350, compared to net cash used in operating activities of $3,293 for the three months ended March 31, 2018. Net cash used in operating activities increased versus the prior year period due primarily to a build of operating working capital, primarily accounts receivable and inventory, driven by higher production levels within the Towers and Heavy Fabrications segment. Additionally, customer deposits decreased by $5,752 in the current year period due to increased tower shipments and the timing of new tower orders that include customer deposit provisions.

Investing Cash Flows

During the three months ended March 31, 2019, net cash used in investing activities totaled $576, compared to net cash used in investing activities of $229 during the three months ended March 31, 2018. The increase in net cash used in investing activities as compared to the prior-year period was primarily due to a $347 increase in net investments in property and equipment.

Financing Cash Flows

During the three months ended March 31, 2019, net cash provided by financing activities totaled $10,785, compared to net cash provided by financing activities of $3,497 for the three months ended March 31, 2018. The increase in net cash provided by financing activities as compared to the prior-year period was primarily due to increased usage of our Credit Facility in 2019.

Other

In 2016, we entered into a $570 loan agreement with the Development Corporation of Abilene which is included in long-term debt, less current maturities. The loan is forgivable upon meeting and maintaining specific employment thresholds. During 2018, $114 of the loan was forgiven. In addition, we have outstanding notes payable for capital expenditures in the amount of $1,679 and $1,882 as of March 31, 2019 and December 31, 2018, respectively, with $950 and $930 included in the “Line of Credit and other notes payable” line item of our condensed consolidated financial statements as of March 31, 2019 and December 31, 2018, respectively. The notes payable have monthly payments that range from $1 to $36 and an interest rate of approximately 5%. The equipment purchased is utilized as collateral for the notes payable. The outstanding notes payable have maturity dates that range from April 2020 to August 2022.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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, 2018. 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”). 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) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants and state renewable portfolio standards; (ii) 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; (iii) our ability to continue to grow our business organically and through acquisitions; (iv) the production, sales, collections, customer deposits and revenues generated by new

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customer orders and our ability to realize the resulting cash flows; (v) the sufficiency of our liquidity and alternate sources of funding, if necessary; (vi) our ability to realize revenue from customer orders and backlog; (vii) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (viii) the economy and the potential impact it may have on our business, including our customers; (ix) the state of the wind energy market and other energy and industrial markets generally and the impact of competition and economic volatility in those markets; (x) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xi) the effects of the change of administrations in the U.S. federal government; (xii) our ability to successfully integrate and operate companies and to identify, negotiate and execute future acquisitions; (xiii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the IRC; (xiv) the limited trading market for our securities and the volatility of market price for our securities; and (xv) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and as such are not required to provide information under this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We seek to maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. Our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the most recent fiscal quarter reported on herein. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2019.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATIO N

Item 1. Legal Proceeding s

The information required by this item is incorporated herein by reference to Note 12, “Legal Proceedings” of the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factor s

There have been material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceed s

None

Item 3. Defaults Upon Senior Securitie s

None

Item 4. Mine Safety Disclosure s

Not Applicable

Item 5. Other Informatio n

Not Applicable

Item 6. Exhibit s

The exhibits listed on the Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

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EXHIBIT INDEX

BROADWIND ENERGY, INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2019

Exhibit Number		Exhibit
4.1		Second Amendment to Section 382 Rights Agreement dated as of February 7, 2019 between the Company and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 12, 2019)
10.1		Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit D to the Company’s Schedule 14A filed on March 11, 2019)
10.2		Sixth Amendment to Loan and Security Agreement, dated January 26, 2019, among the Company, Brad Foote Gearworks, Inc., Broadwind Services, LLC, Broadwind Towers, Inc., Red Wolf Company, LLC and CIBC Bank USA (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018)
10.3		Amended and Restated Loan and Security Agreement, dated February 25, 2019, among the Company, Brad Foote Gearworks, Inc., Broadwind Services, LLC, Broadwind Towers, Inc., Red Wolf Company, LLC, the other Loan Parties and Lenders party thereto, and CIBC Bank USA, as Administrative Agent and Sole Lead Arranger (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018)
10.4		Form of Performance Award Agreement (Broadwind Energy, Inc. 2015 Equity Incentive Plan)*
10.5		Form of Performance Award Agreement (Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan)*
10.6		Form of Performance Award Agreement dated April 23, 2019 between the Company and Stephanie K. Kushner*
10.7		Restricted Stock Award Agreement dated April 23, 2019 between the Company and Stephanie K. Kushner*
31.1		Rule 13a-14(a) Certification of Chief Executive Officer*
31.2		Rule 13a-14(a) Certification of Chief Financial Officer*
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Chief Executive Officer*
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Chief Financial Officer*
101		The following financial information from this Form 10-Q of Broadwind Energy, Inc. for the quarter ended March 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text.

* Filed herewith.

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SIGNATURE S

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BROADWIND ENERGY, INC.


April 26, 2019	By:	/s/ Stephanie K. Kushner
		Stephanie K. Kushner
		President, Chief Executive Officer
		(Principal Executive Officer)
April 26, 2019	By:	/s/ Jason L. Bonfigt
		Jason L. Bonfigt
		Vice President, Chief Financial Officer (Principal Financial Officer)

Exhibit 10.4

BROADWIND ENERGY, INC.

2015 EQUITY INCENTIVE PLAN

PERFORMANCE AWARD NOTICE

[[FIRSTNAME]] [[LASTNAME]]

You have been awarded a Performance Award with respect to shares of Common Stock of Broadwind Energy, Inc., a Delaware corporation (the “ Company ”), pursuant to the terms of the Broadwind Energy, Inc. 2015 Equity Incentive Plan (the “ Plan ”) and the Performance Award Agreement attached hereto (together with this Award Notice, the “ Agreement ”). Capitalized terms not defined herein have the meanings specified in the Plan or the Agreement, as applicable.

Award : Upon and subject to the terms and conditions of the Plan and the Agreement, you have been awarded a Performance Award with respect to the target number of shares of Common Stock set forth below. The actual number of shares awarded may range from 0% to 200% of the target number.

Target Number of Shares : [[TARGETSHARES]]

Grant Date: [[GRANTDATE]]

Performance Period : January 1, 2017 through December 31, 2019.

Vesting Date : Except as otherwise provided in the Plan, the Agreement or any other agreement between you and the Company, and subject to achievement of the Performance Measures as set forth in the Agreement, the Performance Award shall vest on December 31, 2019 (the “ Vesting Date ”), provided you remain continuously employed by the Company through the Vesting Date.

BROADWIND ENERGY, INC.

By: /s/ STEPHANIE K. KUSHNER

Name: Stephanie K. Kushner

Title: President & Chief Executive Officer

Acknowledgment, Acceptance and Agreement :

By electronically accepting this Award Notice, I hereby acknowledge receipt of the Agreement and the Plan, accept the Award granted to me and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan.

This document constitutes part of the prospectus covering securities

that have been registered under the Securities Act of 1933, as amended.

BROADWIND ENERGY, INC.

2015 EQUITY INCENTIVE PLAN

PERFORMANCE AWARD AGREEMENT

Broadwind Energy, Inc., a Delaware corporation (the “ Company ”), hereby grants to the individual (the “ Participant ”) named in the award notice attached hereto (the “ Award Notice ”), as of the grant date set forth in the Award Notice (the “ Grant Date ”), pursuant to the terms and conditions of the Broadwind Energy, Inc. 2015 Equity Incentive Plan (the “ Plan ”), a Performance Award (the “ Award ”) with respect to the number of shares of Common Stock set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Award Notice, the Plan and this agreement (the “ Agreeme nt”). Capitalized terms not defined herein have the meanings specified in the Plan.

1. Award Subject to Acceptance of Agreement . The Award shall be null and void unless the Participant electronically accepts the Award Notice and this Agreement within the Participant’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect.

2. Rights as a Stockholder . The Participant shall not be entitled to any privileges of ownership with respect to the shares of Common Stock subject to the Award unless and until, and only to the extent, such shares are issued to Participant and Participant becomes a stockholder of record with respect to such shares.

3. Details of Award . The Award entitles the Participant to receive a whole number of shares of Common Stock equal to a percentage of the number of Restricted Stock Units awarded, from zero to 200%, based on the Company’s performance against the Performance Measures set forth and as calculated in Appendix A attached hereto. Calculations of performance versus target, threshold and maximum values as set forth in Appendix A shall be made by the Committee in accordance with the terms of this Agreement and the Plan and are final and binding. The number of shares of Common Stock determined by the Committee based on the Company’s performance against the Performance Measures shall be distributable as provided in Section 5 below, but only to the extent the Participant’s right to such shares is vested under Section 4 below.

4. Vesting .

4.1. Service-Based Vesting Condition . Except as otherwise provided in this Article 4 , the Award and the right to receive the number of shares of Common Stock determined under Section 3 above shall vest on the Vesting Date specified in the Award Notice, provided the Participant remains employed by the Company or its Affiliate through the Vesting Date. For the avoidance of doubt, if the Company fails to achieve a Performance Measure at the threshold level, Participant shall not be entitled to receive any shares of Common Stock with respect to the Performance Measure.

4.2. Acceleration of Vesting .

4.2.1. Termination as a Result of Participant’s Death or Disability . If the Participant’s employment with the Company terminates prior to the end of the Performance Period specified in the Award Notice by reason of death or termination by the Company due to Disability, then the Participant shall be entitled to a prorated Award based on the number of shares of Common Stock the Participant would have received at the end of the Performance Period based on the actual performance of the Company during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of days the Participant was employed by the Company during the period beginning on the January 1, 2017 and ending on the date on which the Participant’s employment with the Company terminates and the denominator of which shall equal the total number of days in the Performance Period.

4.2.2. Termination for any Reason other than Death or Disability . Except as provided in Subsection 4.2.3 , if the Participant’s employment with the Company terminates prior to the end of the Performance Period for any reason other than the Participant’s death or Disability, then the Award shall be immediately forfeited by the Participant and cancelled by the Company.

4.2.3. Change in Control . Notwithstanding anything in the Plan or this Agreement to the contrary, if, upon or within one year following a Change in Control (as defined in the Plan) and prior to the end of the Performance Period, the Company or a succeeding entity terminates the Participant’s employment for any reason other than for Cause, then the Performance Period shall lapse and the Award shall become fully vested and payable at the target level and shall be subject to Section 5.8 of the Plan; provided , however , if the termination of employment occurs following the completion of the Performance Period and the Award payout level exceeds the target payout level based on actual performance through the Performance Period, then the Award shall be settled at such higher payout level.

4.2.4. Disability . For purposes of the Award, “ Disability ” shall have the meaning set forth in the employment agreement, if any, between the Participant and the Company, provided that if the Participant is not a party to an employment agreement that contains such definition, then “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to

result in death or can be expected to last for a continuous period of not less than 12 months.

4.2.5. Cause . For purposes of the Award, “ Cause ” shall have the meaning set forth in the employment agreement, if any, between the Participant and the Company, provided that if the Participant is not a party to an employment agreement that contains such definition, then “Cause” shall mean (i) embezzlement, misappropriation, theft or other criminal conduct, of which the Participant is convicted, related to the property and assets of the Company, (ii) the Participant’s conviction of a felony or (iii) the Participant’s willful refusal to perform or substantial disregard of the Participant’s duties as assigned to the Participant by the Company, as determined by the Company in its sole and absolute discretion.

5. Settlement of Award . Subject to Article 7 below, as soon as practicable (but not later than 75 days) after the end of the Performance Period, the Company shall issue or transfer to the Participant (or such other person as is acceptable to the Company and designated in writing by the Participant) the number of shares of Common Stock payable with respect to vested Restricted Stock Units provided, however, that if it is impracticable to issue such shares of Common Stock by such date (e.g., due to the unavailability of audited financial statements or a Form S-8 registration statement for the shares), then the Company may delay issuance until it becomes administratively practicable to do so later that same calendar year.. The Company may effect such issuance or transfer either by the delivery of one or more stock certificates to the Participant or by making an appropriate entry on the books of the Company or the transfer agent of the Company. Except as otherwise provided in Section 7.1 , the Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery or issuance. Prior to the issuance or transfer to the Participant of the shares of Common Stock issuable pursuant to the Award, the Participant shall have no direct or secured claim in any specific assets of the Company or in such shares of Common Stock, and will have the status of a general unsecured creditor of the Company.

6. Transfer Restrictions and Investment Representation .

6.1. Nontransferability of Award . The Award may not be transferred by the Participant other than by will or the laws of descent and distribution or pursuant to the designation of one or more beneficiaries on the form prescribed by the Company. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.

6.2. Investment Representation . The Participant hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”), unless such acquisition has been registered under the Securities Act and any applicable state

securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Participant shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of the Award with respect to any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the issuance or transfer to the Participant of any shares of Common Stock subject to the Award, the Participant shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or transfer of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

7. Additional Terms and Conditions of Award .

7.1. Withholding Taxes .

(a) As a condition precedent to the issuance or transfer of any shares of Common Stock distributable upon the vesting of the Award, the Participant shall, upon request by the Company, pay to the Company such amount as the Company may be required under all applicable federal, state, local or other laws or regulations to withhold (or such greater amount as is permissible under applicable tax, legal, accounting and other guidance) and pay over as income or other withholding taxes (the “ Tax Payments ”) with respect to the issuance or transfer of such shares of Common Stock. If the Participant shall fail to advance the Tax Payments after request by the Company, the Company may, in its discretion, deduct any Tax Payments from any amount then or thereafter payable by the Company to the Participant.

(b) The Participant may elect to satisfy his or her obligation to advance the Tax Payments by any of the following means: (1) a check or cash payment to the Company, (2) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “ Tax Date ”), equal to the Tax Payments, (3) authorizing the Company to withhold whole shares of Common Stock which would otherwise be issued or transferred to the Participant having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Tax Payments or (4) any combination of (1), (2) and (3). Shares of Common Stock to be delivered to the Company or withheld may not have a Fair Market Value in excess of the amount of the Tax Payments. Any fraction of a share of Common Stock which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Participant. No certificate representing a share of Common Stock shall be delivered until the Tax Payments have been satisfied in full.

7.2. Adjustment . In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities subject to the Award shall be equitably adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. If any adjustment would result in a fractional security being subject to the Award, the Company shall pay the Participant in connection with the first settlement, in whole or part, occurring after such adjustment, an amount in cash determined by multiplying (i) such fraction (rounded to the nearest hundredth) by (ii) the Fair Market Value of such security on the settlement date as determined by the Committee. The decision of the Committee regarding any such adjustment and the Fair Market Value of any fractional security shall be final, binding and conclusive.

7.3. Compliance with Applicable Law . The Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the issuance or transfer of shares of Common Stock hereunder, the shares of Stock subject to the Award shall not be issued or transferred, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

7.4. Restrictive Covenants .

(a) For purposes of this Section 7.4 , the term “ Company ” shall be deemed to mean the Company and its subsidiaries and affiliates.

(b) During the period beginning on the Grant Date and ending on the date which is one year following the termination of the Participant’s employment with, or service to, the Company, the Participant shall not, except with the express prior written consent of the Company: (i) directly or indirectly, either for the Participant or on behalf of any of the Company’s competitors (“ Competitors ”): (1) induce or attempt to induce any employee, independent contractor or consultant of the Company to leave the employ of, or terminate its engagement with, the Company; or (2) in any way interfere with the relationship between the Company and any employee, independent contractor or consultant of the Company; or (ii) directly or indirectly, either for the Participant or on behalf of any of the Competitors, solicit the business of any person or entity known to the

Participant to be a customer of the Company, where the Participant, or any person reporting to the Participant, had an ongoing business relationship or had made substantial efforts with respect to such customer during the Participant’s employment with, or service to, the Company.

(c) The Participant, by accepting the Award, agrees that the foregoing covenants are reasonable with respect to their duration and scope. The Participant further acknowledges that the restrictions are reasonable and necessary for the protection of the legitimate business interests of the Company, that they create no undue hardships, that any violation of these restrictions would cause substantial injury to the Company, and that such restrictions were a material inducement to the Company to grant the Award. In the event of any violation or threatened violation of these restrictions, (i) the Participant shall forfeit all shares of Common Stock subject to the Award which have not vested, (ii) the Award shall terminate as of the date of the violation or threatened violation of these restrictions and (iii) any and all Award Proceeds (as hereinafter defined) shall be immediately due and payable by the Participant to the Company. For purposes of this Section, “ Award Proceeds ” shall mean, with respect to any portion of the Award which becomes vested, the Fair Market Value of a share of Common Stock on the date such portion of the Award became vested, multiplied by the number of shares of Common Stock that became vested. The remedy provided by this Section shall be in addition to and not in lieu of any rights or remedies which the Company may have against the Participant in respect of a breach by the Participant of any duty or obligation to the Company. The Participant agrees that by accepting the Award the Participant authorizes the Company and its affiliates to deduct any amount or amounts owed by the Participant pursuant to this Section 7.4 from any amounts payable by or on behalf of the Company or any affiliate to the Participant, including, without limitation, any amount payable to the Participant as salary, wages, vacation pay, bonus or the vesting or settlement of any stock-based award, in each case, subject to applicable law. This right of setoff shall not be an exclusive remedy and the Company’s or an affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Participant shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Participant or any other remedy.

7.5. Award Confers No Rights to Continued Employment . In no event shall the granting of the Award or its acceptance by the Participant, or any provision of this Agreement, give or be deemed to give the Participant any right to continued employment by the Company or prevent or be deemed to prevent the Company from terminating the Participant’s employment at any time, with or without Cause.

7.6. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or by the Company forthwith to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on all parties.

7.7. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

7.8. Notices . All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Broadwind Energy, Inc., Attn: Legal Department, 3240 S. Central Avenue, Cicero, Illinois 60804, and if to the Participant, to the last known mailing address of the Participant contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided , however , that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

7.9. Governing Law . This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

7.10. Entire Agreement . The Award Notice and the Plan are incorporated herein by reference. Capitalized terms not defined herein shall have the meanings specified in the Plan. This Agreement, the Award Notice and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified if such modification is materially adverse to the Participant’s interest except by means of a writing signed by the Company and the Participant.

7.11. Partial Invalidity . The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

7.12. Amendment and Waiver . The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Participant, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

Exhibit 10.5

AMENDED AND RESTATED

BROADWIND ENERGY, INC.

2015 EQUITY INCENTIVE PLAN

PERFORMANCE AWARD NOTICE

[[FIRSTNAME]] [[LASTNAME]]

You have been awarded a Performance Award with respect to shares of Common Stock of Broadwind Energy, Inc., a Delaware corporation (the “ Company ”), pursuant to the terms of the Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan (the “ Plan ”) and the Performance Award Agreement attached hereto (together with this Award Notice, the “ Agreement ”). Capitalized terms not defined herein have the meanings specified in the Plan or the Agreement, as applicable.

Target Number of Shares : [[TARGETSHARES]]

Grant Date : [[GRANTDATE]]

Performance Period : January 1, 2019 through December 31, 2021.

Vesting Date : Except as otherwise provided in the Plan, the Agreement or any other agreement between you and the Company, and subject to achievement of the Performance Measures as set forth in the Agreement, the Performance Award shall vest on December 31, 2021 (the “ Vesting Date ”), provided you remain continuously employed by the Company through the Vesting Date.

BROADWIND ENERGY, INC.

By: /s/ STEPHANIE K. KUSHNER

Name: Stephanie K. Kushner

Title: President & Chief Executive Officer

Acknowledgment, Acceptance and Agreement :

This document constitutes part of the prospectus covering securities

that have been registered under the Securities Act of 1933, as amended.

AMENDED AND RESTATED

BROADWIND ENERGY, INC.

2015 EQUITY INCENTIVE PLAN

PERFORMANCE AWARD AGREEMENT

Broadwind Energy, Inc., a Delaware corporation (the “ Company ”), hereby grants to the individual (the “ Participant ”) named in the award notice attached hereto (the “ Award Notice ”), as of the grant date set forth in the Award Notice (the “ Grant Date ”), pursuant to the terms and conditions of the Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan (the “ Plan ”), a Performance Award (the “ Award ”) with respect to the number of shares of Common Stock set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Award Notice, the Plan and this agreement (the “ Agreement ”). Capitalized terms not defined herein have the meanings specified in the Plan.

Award Subject to Acceptance of Agreement . The Award shall be null and void unless the Participant electronically accepts the Award Notice and this Agreement within the Participant’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect.

Rights as a Stockholder . The Participant shall not be entitled to any privileges of ownership with respect to the shares of Common Stock subject to the Award unless and until, and only to the extent, such shares are issued to Participant and Participant becomes a stockholder of record with respect to such shares.

Details of Award . The Award entitles the Participant to receive a whole number of shares of Common Stock (or, in the Committee’s discretion, cash equal to the Fair Market Value of the shares as determined at settlement as provided in Section 5 below) equal to a percentage of the number of Restricted Stock Units awarded, from zero to 200%, based on the Company’s performance against the Performance Measures set forth and as calculated in Appendix A attached hereto. Calculations of performance versus target, threshold and maximum values as set forth in Appendix A shall be made by the Committee in accordance with the terms of this Agreement and the Plan and are final and binding. The number of shares of Common Stock determined by the Committee based on the Company’s performance against the Performance Measures shall be distributable as provided in Section 5 below, but only to the extent the Participant’s right to such shares is vested under Section 4 below.

Vesting .

4.1.

Service-Based Vesting Condition . Except as otherwise provided in this Article 4 , the Award and the right to receive the number of shares of Common Stock determined under Section 3 above (or cash as provided in Section 5 below) shall vest on the Vesting Date specified in the Award Notice, provided the Participant remains employed by the Company or its Affiliate through the Vesting Date. For the avoidance of doubt, if the Company fails to achieve a Performance Measure at the threshold level, Participant shall not be entitled to receive any payment with respect to the Performance Measure.

4.2.

Acceleration of Vesting.

4.2.1.

Termination as a Result of Participant’s Death or Disability . If the Participant’s employment with the Company terminates prior to the end of the Performance Period specified in the Award Notice by reason of death or termination by the Company due to Disability, then the Participant shall be entitled to a prorated Award based on the number of shares of Common Stock the Participant would have received at the end of the Performance Period based on the actual performance of the Company during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of days the Participant was employed by the Company during the period beginning on the January 1, [2019] and ending on the date on which the Participant’s employment with the Company terminates and the denominator of which shall equal the total number of days in the Performance Period.

4.2.2.

Termination for any Reason other than Death or Disability . Except as provided in Subsection 4.2.3 , if the Participant’s employment with the Company terminates prior to the end of the Performance Period for any reason other than the Participant’s death or Disability, then the Award shall be immediately forfeited by the Participant and cancelled by the Company.

4.2.3.

Change in Control . Notwithstanding anything in the Plan or this Agreement to the contrary, if, upon or within one year following a Change in Control (as defined in the Plan) and prior to the end of the Performance Period, the Company or a succeeding entity terminates the Participant’s employment for any reason other than for Cause, then the Performance Period shall lapse and the Award shall become fully vested and payable at the target level and shall be subject to Section 5.8 of the Plan;

provided , however , if the termination of employment occurs following the completion of the Performance Period and the Award payout level exceeds the target payout level based on actual performance through the Performance Period, then the Award shall be settled at such higher payout level.

4.2.4.

Disability . For purposes of the Award, “ Disability ” shall have the meaning set forth in the employment agreement, if any, between the Participant and the Company, provided that if the Participant is not a party to an employment agreement that contains such definition, then “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

4.2.5.

Cause . For purposes of the Award, “ Cause ” shall have the meaning set forth in the employment agreement, if any, between the Participant and the Company, provided that if the Participant is not a party to an employment agreement that contains such definition, then “Cause” shall mean (i) embezzlement, misappropriation, theft or other criminal conduct, of which the Participant is convicted, related to the property and assets of the Company, (ii) the Participant’s conviction of a felony or (iii) the Participant’s willful refusal to perform or substantial disregard of the Participant’s duties as assigned to the Participant by the Company, as determined by the Company in its sole and absolute discretion.

Settlement of Award . Subject to Article 7 below, as soon as practicable (but not later than 75 days) after the end of the Performance Period, the Company shall issue or transfer to the Participant (or such other person as is acceptable to the Company and designated in writing by the Participant) the number of shares of Common Stock payable with respect to vested Restricted Stock Units; provided, however, the Committee may in its discretion settle all or part of the Award by paying to the Participant a cash amount equal to the Fair Market Value of the shares determined at the settlement date instead of issuing or transferring such shares to the Participant. Notwithstanding the foregoing, if it is impracticable to settle the Award by such date (e.g., due to the unavailability of audited financial statements or a Form S-8 registration statement for the shares), then the Company may delay settlement until it becomes administratively practicable to do so later that same calendar year. The Company may effect the issuance or transfer of shares of Common Stock pursuant to this Award either by the delivery of one or more stock certificates to the Participant or by making an appropriate entry on the books of the Company or the transfer agent of the Company. Except as otherwise provided in Section 7.1 , the Company shall pay

all original issue or transfer taxes and all fees and expenses incident to such delivery or issuance. Prior to the settlement of the Award, the Participant shall have no direct or secured claim in any specific assets of the Company or in such shares of Common Stock, and will have the status of a general unsecured creditor of the Company.

Transfer Restrictions and Investment Representation .

6.1.

Nontransferability of Award . The Award may not be transferred by the Participant other than by will or the laws of descent and distribution or pursuant to the designation of one or more beneficiaries on the form prescribed by the Company. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.

6.2.

Investment Representation . The Participant hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Participant shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of the Award with respect to any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the issuance or transfer to the Participant of any shares of Common Stock subject to the Award, the Participant shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or transfer of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

7. Additional Terms and Conditions of Award.

7.1. Withholding Taxes .

(a)

As a condition precedent to the issuance or transfer of any shares of Common Stock distributable upon the vesting of the Award, the Participant shall, upon request by the Company, pay to the Company such amount as the Company may be required under all applicable federal, state, local or other laws or regulations to withhold (or such greater amount as is permissible under applicable tax, legal, accounting and other guidance) and pay over as income or other withholding taxes (the “ Tax Payments ”) with respect to the issuance or transfer of such shares of Common Stock. If the Participant shall fail to advance the Tax Payments after request by the Company, the Company may, in its discretion, deduct any Tax Payments from any amount then or thereafter payable by the Company to the Participant.

(b)

The Participant may elect to satisfy his or her obligation to advance the Tax Payments by any of the following means: (1) a check or cash payment to the Company, (2) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “ Tax Date ”), equal to the Tax Payments, (3) authorizing the Company to withhold whole shares of Common Stock which would otherwise be issued or transferred to the Participant having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Tax Payments or (4) any combination of (1), (2) and (3). Shares of Common Stock to be delivered to the Company or withheld may not have a Fair Market Value in excess of the amount of the Tax Payments. Any fraction of a share of Common Stock which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Participant. No certificate representing a share of Common Stock shall be delivered until the Tax Payments have been satisfied in full.

an amount in cash determined by multiplying (i) such fraction (rounded to the nearest hundredth) by (ii) the Fair Market Value of such security on the settlement date as determined by the Committee. The decision of the Committee regarding any such adjustment and the Fair Market Value of any fractional security shall be final, binding and conclusive.

7.4. Restrictive Covenants .

(a) For purposes of this Section 7.4 , the term “ Company ” shall be deemed to mean the Company and its subsidiaries and affiliates.

immediately due and payable by the Participant to the Company, and (iv) any portion of the Award settled in cash at the discretion of the Company as provided in Section 5 hereof shall be immediately due and payable by the Participant to the Company. For purposes of this Section, “ Award Proceeds ” shall mean, with respect to any portion of the Award which becomes vested, the Fair Market Value of a share of Common Stock on the date such portion of the Award became vested, multiplied by the number of shares of Common Stock that became vested. The remedy provided by this Section shall be in addition to and not in lieu of any rights or remedies which the Company may have against the Participant in respect of a breach by the Participant of any duty or obligation to the Company. The Participant agrees that by accepting the Award the Participant authorizes the Company and its affiliates to deduct any amount or amounts owed by the Participant pursuant to this Section 7.4 from any amounts payable by or on behalf of the Company or any affiliate to the Participant, including, without limitation, any amount payable to the Participant as salary, wages, vacation pay, bonus or the vesting or settlement of any stock-based award, in each case, subject to applicable law. This right of setoff shall not be an exclusive remedy and the Company’s or an affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Participant shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Participant or any other remedy.

States mail or express courier service; provided , however , that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

Exhibit 10.6

AMENDED AND RESTATED

BROADWIND ENERGY, INC.

2015 EQUITY INCENTIVE PLAN

PERFORMANCE AWARD NOTICE

[[FIRSTNAME]] [[LASTNAME]]

Target Number of Shares : [[TARGETSHARES]]

Grant Date : [[GRANTDATE]]

Performance Period : January 1, 2019 through December 31, 2021.

Vesting Date : Except as otherwise provided in the Plan, the Agreement or any other agreement between you and the Company, and subject to achievement of the Performance Measures as set forth in the Agreement, the Performance Award shall vest on December 31, 2021 (the “ Vesting Date ”), provided you remain continuously employed by the Company through the Vesting Date.

BROADWIND ENERGY, INC.

By:_________________________

Name: ______________________

Title: _______________________

Acknowledgment, Acceptance and Agreement :

This document constitutes part of the prospectus covering securities

that have been registered under the Securities Act of 1933, as amended.

AMENDED AND RESTATED

BROADWIND ENERGY, INC.

2015 EQUITY INCENTIVE PLAN

PERFORMANCE AWARD AGREEMENT

Broadwind Energy, Inc., a Delaware corporation (the “ Company ”), hereby grants to the individual (the “ Participant ”) named in the award notice attached hereto (the “ Award Notice ”), as of the grant date set forth in the Award Notice (the “ Grant Date ”), pursuant to the terms and conditions of the Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan (the “ Plan ”), a Performance Award (the “ Award ”) with respect to the number of shares of Common Stock set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Award Notice, the Plan and this agreement (the “ Agreement ”). Capitalized terms not defined herein have the meanings specified in the Plan.

Details of Award . The Award entitles the Participant to receive a whole number of shares of Common Stock (or, in the Committee’s discretion, cash equal to the Fair Market Value of the shares as determined at settlement as provided in Section 5 below) equal to a percentage of the number of Restricted Stock Units awarded, from zero to 100%, based on the Company’s performance against the Performance Measures set forth and as calculated in Appendix A attached hereto. Calculations of performance versus target and threshold values as set forth in Appendix A shall be made by the Committee in accordance with the terms of this Agreement and the Plan and are final and binding. The number of shares of Common Stock determined by the Committee based on the Company’s performance against the Performance Measures shall be distributable as provided in Section 5 below, but only to the extent the Participant’s right to such shares is vested under Section 4 below.

Vesting .

4.1.

4.2.

Acceleration of Vesting.

4.2.1.

Termination as a Result of Participant’s Retirement, Death or Disability . If the Participant’s employment with the Company terminates prior to the end of the Performance Period specified in the Award Notice by reason of retirement, death or termination by the Company due to Disability, then the Award and the right to receive the number of shares of Common Stock determined under Section 3 above (or cash as provided in Section 5 below) shall vest upon such termination of service. For the avoidance of doubt, the Award shall be distributed at the time and as provided in Article 5 , and if the Company fails to achieve a Performance Measure at the threshold level, Participant shall not be entitled to receive any payment with respect to the Performance Measure.

4.2.2.

Termination for any Reason other than Retirement, Death or Disability . Except as provided in Subsection 4.2.3 , if the Participant’s employment with the Company terminates prior to the end of the Performance Period for any reason other than the Participant’s retirement, death or Disability, then the Award shall be immediately forfeited by the Participant and cancelled by the Company.

4.2.3.

and the Award payout level exceeds the target payout level based on actual performance through the Performance Period, then the Award shall be settled at such higher payout level.

4.2.4.

Disability . For purposes of the Award, “ Disability ” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

4.2.5.

Transfer Restrictions and Investment Representation .

6.1.

6.2.

7. Additional Terms and Conditions of Award.

7.1. Withholding Taxes .

(a)

applicable tax, legal, accounting and other guidance) and pay over as income or other withholding taxes (the “ Tax Payments ”) with respect to the issuance or transfer of such shares of Common Stock. If the Participant shall fail to advance the Tax Payments after request by the Company, the Company may, in its discretion, deduct any Tax Payments from any amount then or thereafter payable by the Company to the Participant.

(b)

7.4. Restrictive Covenants .

(a) For purposes of this Section 7.4 , the term “ Company ” shall be deemed to mean the Company and its subsidiaries and affiliates.

vested, multiplied by the number of shares of Common Stock that became vested. The remedy provided by this Section shall be in addition to and not in lieu of any rights or remedies which the Company may have against the Participant in respect of a breach by the Participant of any duty or obligation to the Company. The Participant agrees that by accepting the Award the Participant authorizes the Company and its affiliates to deduct any amount or amounts owed by the Participant pursuant to this Section 7.4 from any amounts payable by or on behalf of the Company or any affiliate to the Participant, including, without limitation, any amount payable to the Participant as salary, wages, vacation pay, bonus or the vesting or settlement of any stock-based award, in each case, subject to applicable law. This right of setoff shall not be an exclusive remedy and the Company’s or an affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Participant shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Participant or any other remedy.

7.9. Governing Law . This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the

laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

EXHIBIT 10.7

AMENDED AND RESTATED

BROADWIND ENERGY, INC.

2015 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD NOTICE

[[FIRSTNAME]] [[LASTNAME]]

You have been awarded a restricted stock unit award with respect to shares of common stock of Broadwind Energy, Inc., a Delaware corporation (the “ Company ”), pursuant to the terms and conditions of the Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan (the “ Plan ”) and the Restricted Stock Unit Award Agreement attached hereto (together with this Award Notice, the “ Agreement ”). Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement, as applicable.

Restricted Stock Units : You have been awarded a restricted stock unit award with respect to [[SHARESGRANTED]] shares of Common Stock, par value $0.001 per share, subject to adjustment as provided in the Plan (the “ Award ”).

Grant Date : [[GRANTDATE]] (“ Grant Date ”).

Vesting Schedule : Except as otherwise provided in the Plan, the Agreement or any other agreement between you and the Company, the Award shall vest in one-third increments on each of the first, second and third anniversaries of the Grant Date, provided you remain continuously employed by the Company through the applicable vesting date.

BROADWIND ENERGY, INC.

By:_______________________

Name:

Title:

Acknowledgment, Acceptance and Agreement :

AMENDED AND RESTATED

BROADWIND ENERGY, INC.

2015 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Broadwind Energy, Inc., Inc., a Delaware corporation (the “ Company ”), hereby grants to the individual (the “ Holder ”) named in the award notice attached hereto (the “ Award Notice ”) as of the date set forth in the Award Notice (the “ Grant Date ”), pursuant to the terms and conditions of the Amended and Restated Broadwind Energy, Inc. 2015 Equity Incentive Plan (the “ Plan ”), a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Award Notice, the Plan and this agreement (the “ Agreement ”).

1. Award Subject to Acceptance of Agreement . The Award shall be null and void unless the Holder electronically accepts the Award Notice and this Agreement within the Holder’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect.

2. Rights as a Stockholder . The Holder shall not be entitled to any privileges of ownership with respect to the shares of Stock subject to the Award unless and until, and only to the extent, such shares are issued or transferred to Holder pursuant to Article 4 and the Holder becomes a stockholder of record with respect to such shares.

3. Restriction Period and Vesting .

3.1 Service-Based Vesting Condition . Except as otherwise provided in this Article 3, the Award shall vest in accordance with the vesting schedule set forth in the Award Notice, provided the Holder remains continuously employed by the Company through the applicable vesting date. The period of time prior to the vesting shall be referred to herein as the “ Restriction Period .”

3.2 Termination of Service .

3.2.1. Termination as a Result of Holder’s Retirement, Death or Disability . If the Holder’s service as a Non-Employee Director terminates prior to the end of the Restriction Period by reason of the Holder’s retirement, death or Disability, then the Award shall be 100% vested upon such termination of service. For purposes of this Agreement, “Disability” shall mean the Holder is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

3.2.2. Termination for any Reason other than Retirement, Death or Disability . Except as provided in Subsection 3.2.3 , if the Holder’s employment with the Company terminates prior to the end of the Restriction Period for any reason other than the Holder’s retirement, death or Disability, then the portion of the Award that was not vested immediately prior to such termination of employment shall be immediately forfeited by the Holder and cancelled by the Company.

3.2.3. Change in Control . Notwithstanding anything in the Plan or this Agreement to the contrary, if, upon or within one year following a Change in

Control (as defined in the Plan) and prior to the end of the Restriction Period, the Company or a succeeding entity terminates the Holder’s employment for any reason other than for Cause, then the Restriction Period shall lapse and the Award shall become fully vested and shall be subject to Section 5.8 of the Plan.

3.2.4. Disability . For purposes of the Award, “ Disability ” shall mean the Holder is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

3.2.5. Cause . For purposes of the Award, “Cause” shall have the meaning set forth in the employment agreement, if any, between the Holder and the Company, provided that if the Holder is not a party to an employment agreement that contains such definition, then “Cause” shall mean (i) embezzlement, misappropriation, theft or other criminal conduct, of which the Holder is convicted, related to the property and assets of the Company, (ii) the Holder’s conviction of a felony or (iii) the Holder’s willful refusal to perform or substantial disregard of the Holder’s duties as assigned to the Holder by the Company, as determined by the Company in its sole and absolute discretion

4. Settlement of Award . Subject to Article 6, as soon as practicable (but not later than 30 days) after the vesting of the Award, in whole or part, the Company shall issue or transfer to the Holder (or such other person as is acceptable to the Company and designated in writing by the Holder) the number of shares of Stock underlying the vested portion of the Award, provided however, that if the Award vests as a result of the retirement of the Holder, the issuance or transfer of shares shall occur as soon as practicable (but not later than 30 days) after the earlier of (i) the death or Disability of the Holder, or (ii) the date(s) the Award would have vested had the Holder remained continuously employed by the Company throughout the Restriction Period. The Company may effect such issuance or transfer either by the delivery of one or more stock certificates to the Holder or by making an appropriate entry on the books of the Company or the transfer agent of the Company. Except as otherwise provided in Section 6.1, the Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery or issuance. Prior to the issuance or transfer to the Holder of the shares of Stock subject to the Award, the Holder shall have no direct or secured claim in any specific assets of the Company or in such shares of Stock, and will have the status of a general unsecured creditor of the Company.

5. Transfer Restrictions and Investment Representation .

5.1 Nontransferability of Award . The Award may not be transferred by the Holder other than by will or the laws of descent and distribution or pursuant to the designation of one or more beneficiaries on the form prescribed by the Company. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.

5.2 Investment Representation . The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”), unless such acquisition has been registered under the Securities Act and any

applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of the Award with respect to any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the issuance or transfer to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or transfer of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

6. Additional Terms and Conditions of Award .

6.1. Withholding Taxes .

(a) As a condition precedent to the issuance or transfer of any shares of Stock upon the vesting of the Award, the Holder shall, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “ Required Tax Payments ”) with respect to the issuance or transfer of such shares of Stock. If the Holder shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Holder.

(b) The Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a check or cash payment to the Company, (2) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Stock having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “ Tax Date ”), equal to the Required Tax Payments, (3) authorizing the Company to withhold whole shares of Stock which would otherwise be issued or transferred to the Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments or (4) any combination of (1), (2) and (3). Shares of Stock to be delivered to the Company or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a share of Stock which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Holder. No certificate representing a share of Stock shall be delivered until the Required Tax Payments have been satisfied in full

6.2. Adjustment . In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation) that causes the per share value of shares of Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities subject to the Award shall be equitably adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. If any adjustment would result in a fractional security being

subject to the Award, the Company shall pay the Holder in connection with the first settlement, in whole or part, occurring after such adjustment, an amount in cash determined by multiplying (i) such fraction (rounded to the nearest hundredth) by (ii) the Fair Market Value of such security on the settlement date as determined by the Committee. The decision of the Committee regarding any such adjustment and the Fair Market Value of any fractional security shall be final, binding and conclusive.

6.3. Compliance with Applicable Law . The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the issuance or transfer of shares of Stock hereunder, the shares of Stock subject to the Award shall not be issued or transferred, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

6.4. Restrictive Covenants .

(a) During the period beginning on the Grant Date and ending on the date which is one year following the termination of the Holder’s employment with, or service to, the Company, the Holder shall not, except with the express prior written consent of the Company: (i) directly or indirectly, either for the Holder or on behalf of any of the Company’s competitors (“ Competitors ”): (1) induce or attempt to induce any employee, independent contractor or consultant of the Company to leave the employ of, or terminate its engagement with, the Company; or (2) in any way interfere with the relationship between the Company and any employee, independent contractor or consultant of the Company; or (ii) directly or indirectly, either for the Holder or on behalf of any of the Competitors, solicit the business of any person or entity known to the Holder to be a customer of the Company, where the Holder, or any person reporting to the Holder, had an ongoing business relationship or had made substantial efforts with respect to such customer during the Holder’s employment with, or service to, the Company.

(b) The Holder, by accepting the Award, agrees that the foregoing covenants are reasonable with respect to their duration and scope. The Holder further acknowledges that the restrictions are reasonable and necessary for the protection of the legitimate business interests of the Company, that they create no undue hardships, that any violation of these restrictions would cause substantial injury to the Company, and that such restrictions were a material inducement to the Company to grant the Award. In the event of any violation or threatened violation of these restrictions, (i) the Holder shall forfeit all restricted stock units subject to the Award which have not vested, (ii) the Award shall terminate as of the date of the violation or threatened violation of these restrictions and (iii) any and all Award Proceeds (as hereinafter defined) shall be immediately due and payable by the Holder to the Company. For purposes of this Section, “Award Proceeds” shall mean, with respect to any portion of the Award which becomes vested, the Fair Market Value of a share of Common Stock on the date such portion of the Award became vested, multiplied by the number of shares of Common Stock that became vested. The remedy provided by this Section shall be in addition to and not in lieu of any rights or remedies which the Company may have against the Holder in respect of a breach by the Holder of any duty or obligation to the Company. The Holder agrees that by accepting the Award the Holder authorizes the Company and its affiliates to deduct any amount or amounts owed by the Holder pursuant to this Section 6.4 from any amounts payable by or on behalf of the Company or any affiliate to the Holder, including,

without limitation, any amount payable to the Holder as salary, wages, vacation pay, bonus or the vesting or settlement of any stock-based award, in each case, subject to applicable law. This right of setoff shall not be an exclusive remedy and the Company’s or an affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Holder shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Holder or any other remedy.

6.5. Award Confers No Rights to Continued Employment . In no event shall the granting of the Award or its acceptance by the Holder, or any provision of this Agreement, give or be deemed to give the Holder any right to continued employment by the Company or prevent or be deemed to prevent the Company from terminating the Holder’s employment at any time, with or without Cause.

6.6. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Holder or by the Company forthwith to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on all parties.

6.7. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon the Holder and his or her heirs, executors, administrators, successors and assigns.

6.8. Notices . All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Broadwind Energy, Inc., Attn: Legal Department, 3240 S. Central Avenue, Cicero, Illinois 60804, and if to the Holder, to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

6.9. Governing Law . This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

6.10. Entire Agreemen t. The Award Notice and the Plan are incorporated herein by reference. Capitalized terms not defined herein shall have the meanings specified in the Plan. This Agreement, the Award Notice and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified if such modification is materially adverse to the Holder’s interest except by means of a writing signed by the Company and the Holder.

6.11. Partial Invalidity . The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

6.12. Amendment and Waiver . The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Holder, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

EXHIBIT 31.1

CERTIFICATION

I, Stephanie K. Kushner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Broadwind Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


April 26, 2019

	/s/ Stephanie K. Kushner
	Stephanie K. Kushner
	President, Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

I, Jason L. Bonfigt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Broadwind Energy, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


April 26, 2019

	/s/ Jason L. Bonfigt
	Jason L. Bonfigt
	Vice President, Chief Financial Officer
	(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Broadwind Energy, Inc. (the “Company”) for the period ended March 31, 2019, as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”), I, Stephanie K. Kushner, President, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


April 26, 2019

	/s/ Stephanie K. Kushner
	Stephanie K. Kushner
	President, Chief Executive Officer
	(Principal Executive Officer)

This certification accompanies the Report pursuant to Section 906 and shall not be deemed filed by the Company for purposes of Section 18 of the Exchange Act.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Broadwind Energy, Inc. (the “Company”) for the period ended March 31, 2019, as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”), I, Jason L. Bonfigt, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; (the “Exchange Act”); and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


April 26, 2019

	/s/ Jason L. Bonfigt
	Jason L. Bonfigt
	Vice President, Chief Financial Officer
	(Principal Financial Officer)

This certification accompanies the Report pursuant to Section 906 and shall not be deemed filed by the Company for purposes of Section 18 of the Exchange Act.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Commission or its staff upon request.