What changed in this filing

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Item 9A. Controls and Procedures

2023-03-09 compared with 2022-03-02 · 216 added, 221 removed, 1271 unchanged (26% of the section changed)

15 unchanged sentences

OTHER INFORMATION

On February 28, 2022, Broadwind, Inc.

and its subsidiaries (the “Company”) entered into a Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Loan and Security Agreement dated February 25, 2019 between the Company and CIBC Bank USA, as administrative agent and sole lead arranger and the other financial institutions party thereto.

Among other changes, the Fourth Amendment reduced the line of credit from $35,000 to $30,000, extended the maturity date until January 31, 2024, waived the minimum EBITDA covenant for the three-month period ended December 31, 2021, revised the fixed charge coverage ratio covenant as of December 31, 2022 for the trailing nine-month period after March 31, 2022, revised the minimum EBITDA covenant applicable to the three-month period ending March 31, 2022, the six-month period ending June 30, 2022 and the nine-month period ending September 30, 2022, revised the liquidity reserve and amended certain other provisions in connection with the discontinuation of LIBOR and replacement with the forward-looking term Secured Overnight Financing Rate (Term SOFR) administered by CME Group, Inc.

The foregoing description of the Fourth Amendment is not intended to be complete and is qualified in its entirety by reference to the Fourth Amendment to Amended and Restated Loan and Security Agreement, which is attached hereto as Exhibit 10.30 to this Annual Report on Form 10-K and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

“Corporate Governance,”

and “Executive Officers” in our definitive Proxy Statement to be filed in connection with our 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”).

and “Executive Officers” in our definitive Proxy Statement to be filed in connection with our 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”).

Code of Ethics and Business Conduct

6 unchanged sentences

Information regarding director and executive compensation is incorporated by reference from the discussion under the headings “Directors and Director Compensation,”

and “Executive Officers and Executive Compensation”

“Executive Officers”

and “Compensation Discussion and Analysis”

in the 2023 Proxy Statement.

40 unchanged sentences

Report of Independent Registered Public Accounting Firm ( PCAOB ID 49 )

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Stockholders’

Equity for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

Equity for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of Broadwind, Inc.

(the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’

and its subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, stockholders’

equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).

16 unchanged sentences

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which is relates.

Long-Lived Assets

As described in Note 7 of the financial statements, the Company’s evaluation of long-lived asset impairment involves the comparison of the undiscounted future cash flows of a respective asset group to its corresponding carrying value.

This requires management to make significant qualitative and quantitative estimates and assumptions including estimates of future revenue growth rates, operating margins, and capital expenditures.

This requires management to make significant qualitative and quantitative estimates and assumptions including estimates of future revenue growth rates, operating cash flow margins, and capital expenditures.

Changes in these assumptions could have a significant impact on the amount of undiscounted cash flows, which could have an impact on the impairment charge, if any.

The Company’s Gearing asset group has experienced reoccurring operating losses in consecutive years ending December 31, 2021, and the Company’s Heavy Fabrications asset group has experienced a decline in revenue and operating margin during the year ended December 31, 2021.

Company management determined that the carrying amount of the Gearing and Heavy Fabrications asset groups may not be recoverable based on the operating performances for each asset group.

Accordingly, the Company performed impairment assessments of the asset groups as of November 30, 2021.

As part of the impairment assessments, it was determined that each asset group had undiscounted future cash flows that exceeded their estimated carrying values.

Additionally, there were no changes in facts or circumstances following the November 30, 2021 assessments through December 31, 2021, which would alter each asset group’s initial undiscounted future cash flows or carrying value estimates.

As a result, no impairment charge was recorded in the consolidated statement of operations for the year ended December 31, 2021, for the Gearing and Heavy Fabrications asset groups.

Key financial assumptions used to determine the undiscounted cash flows of the asset groups were developed by management.

We identified the long-lived asset impairment assessments of the Gearing and Heavy Fabrications asset groups as a critical audit matter because of the high degree of judgement and subjectivity involved in auditing management’s assumptions regarding their asset group determination, each asset group’s primary asset determination, and projected revenue growth rates, operating cash flow margins and capital expenditures utilized to determine the recoverability of the asset group’s long-lived assets.

The Company’s Heavy Fabrications asset group has experienced recurring operating losses in consecutive years ending December 31, 2022.

Company management determined that the carrying amount of the Heavy Fabrications asset group may not be recoverable based on the operating performance of the asset group.

Accordingly, the Company performed an impairment assessment of the asset group as of November 30, 2022.

As part of the impairment assessment, it was determined that the asset group had undiscounted future cash flows that exceeded its estimated carrying value.

Additionally, there were no changes in facts or circumstances following the November 30, 2022 assessment through December 31, 2022, which would alter the asset group’s initial undiscounted future cash flows or carrying value estimates.

As a result, no impairment charge was recorded in the consolidated statement of operations for the year ended December 31, 2022, for the Heavy Fabrications asset group.

Key financial assumptions used to determine the undiscounted cash flows of the asset group were developed by management.

We identified the long-lived asset impairment assessment of the Heavy Fabrications asset group as a critical audit matter because of the high degree of judgement and subjectivity involved in auditing management’s assumptions regarding their asset group determination, the asset group’s primary asset determination, and projected revenue growth rates, operating cash flow margins and capital expenditures utilized to determine the recoverability of the asset group’s long-lived assets.

How the Critical Audit Matter Was Addressed in the Audit

The audit procedures performed related to the evaluation of Company management’s assumptions and estimates relating to their determination of recoverability of the Gearing and Heavy Fabrications asset groups included the following, among others:

Evaluated the reasonableness of management’s determination of the primary asset for each asset group which included comparing the estimated future cash flows derived from the primary asset compared to other assets within the asset grouping.

Evaluated the reasonableness of management’s forecasted revenue, operating cash flow margins, and capital expenditures for the asset groups by comparing the projections to historical results and industry expectations.

The audit procedures performed related to the evaluation of Company management’s assumptions and estimates relating to their determination of recoverability of the Heavy Fabrications asset group included the following, among others:

Evaluated the reasonableness of management’s determination that each asset group represented the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities by comparing the inputs and processes utilized within each asset group to each other to ensure the inputs and processes were not comingled and were independent of each other.

Evaluated the reasonableness of management’s determination of the primary asset for the asset group which included comparing the estimated future cash flows derived from the primary asset compared to other assets within the asset grouping.

Evaluated the reasonableness of management’s forecasted revenue, operating cash flow margins, and capital expenditures for the asset group by comparing the projections to historical results and industry expectations.

/S/ RSM US LLP

33 unchanged sentences

CURRENT LIABILITIES:

Line of credit and other notes payable

Line of credit and current portion of long-term debt

$ 1,170  

48 unchanged sentences

For the Years Ended December 31,

$ 145,619  

$ 198,496  

Cost of sales

140,108  

180,495  

18,001  

OPERATING EXPENSES:

Selling, general and administrative

17,372  

16,846  

Intangible amortization

Total operating expenses

18,105  

17,579  

Operating (loss) income

( 12,594 )  

Operating loss

OTHER INCOME (EXPENSE), net:

1 unchanged sentence

Interest expense, net

( 1,129 )  

Total other income (expense), net

15,466  

Net income (loss) before provision for income taxes

Total other (expense) income, net

Net (loss) income before provision for income taxes

Provision for income taxes

NET INCOME (LOSS)

NET INCOME (LOSS) PER COMMON SHARE—BASIC:

Net income (loss)

$ 0.15  

NET (LOSS) INCOME

NET (LOSS) INCOME PER COMMON SHARE—BASIC:

Net (loss) income

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC

18,726  

16,746  

NET INCOME (LOSS) PER COMMON SHARE—DILUTED:

Net income (loss)

$ 0.15  

NET (LOSS) INCOME PER COMMON SHARE—DILUTED:

Net (loss) income

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED

19,388  

16,746  

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

6 unchanged sentences

BALANCE, December 31, 2020

16,830,930  

( 273,937 )  

$ ( 1,842 )  

$ 383,361  

$ ( 340,776 )  

$ 40,760  

Stock issued for restricted stock

360,359  

Stock issued under defined contribution 401(k) retirement savings plan

Share-based compensation

Shares withheld for taxes in connection with issuance of restricted stock

( 71,272 )  

( 139 )  

Sale of common stock, net

91,481  

( 1,487 )  

BALANCE, December 31, 2021

17,211,498  

( 273,937 )  

$ ( 1,842 )  

$ 384,749  

$ ( 342,263 )  

$ 40,661  

Stock issued for restricted stock

695,216  

Stock issued under defined contribution 401(k) retirement savings plan

289,519  

Share-based compensation

Shares withheld for taxes in connection with issuance of restricted stock

( 234,280 )  

( 1,423 )  

Sale of common stock, net

1,897,697  

BALANCE, December 31, 2022

19,859,650  

( 273,937 )  

$ ( 1,842 )  

$ 395,372  

$ ( 339,416 )  

$ 54,134  

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

5 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$ 2,847  

Adjustments to reconcile net cash (used in) provided by operating activities:

Net (loss) income

Adjustments to reconcile net cash provided by (used in) provided by operating activities:

Depreciation and amortization expense

Paycheck Protection Program loan forgiveness

( 9,151 )  

Deferred income taxes

2 unchanged sentences

Allowance for doubtful accounts

( 426 )  

Common stock issued under defined contribution 401(k) plan

Gain on disposal of assets

( 33 )  

Loss (gain) on disposal of assets

Changes in operating assets and liabilities:

1 unchanged sentence

Employee retention credit receivable

( 497 )  

Contract assets

( 6,653 )  

Prepaid expenses and other current assets

Accounts payable

( 1,736 )  

Accrued liabilities

( 2,676 )  

Customer deposits

( 6,737 )  

Other non-current assets and liabilities

( 66 )  

Net cash (used in) provided by operating activities

( 12,826 )  

Net cash provided by (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

( 1,707 )  

Proceeds from disposals of property and equipment

Net cash used in investing activities

( 1,674 )  

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from line of credit

156,004  

153,891  

Payments on line of credit

( 150,899 )  

(Payments on) proceeds from line of credit, net

Payments for deferred financing costs

Proceeds from long-term debt

Payments on long-term debt

( 161 )  

Principal payments on finance leases

( 1,672 )  

Shares withheld for taxes in connection with issuance of restricted stock

( 1,423 )  

Proceeds from sale of common stock, net

Net cash provided by (used in) financing activities

11,980  

NET (DECREASE) INCREASE IN CASH

( 2,520 )  

Net cash (used in) provided by financing activities

NET INCREASE (DECREASE) IN CASH

CASH beginning of the period

CASH end of the period

$ 3,372  

Supplemental cash flow information:

Interest paid

$ 1,449  

Income taxes paid

1 unchanged sentence

Equipment additions via finance lease

$ 2,757  

$ 3,196  

Non-cash purchases of property and equipment

36 unchanged sentences

The Company has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and OEM applications for nearly a century.

The Company uses an integrated manufacturing process, which includes machining and finishing processes in Cicero, Illinois, and heat treatment and gearbox repair in Neville Island, Pennsylvania.

The Company uses an integrated manufacturing process, which includes machining and finishing processes in addition to gearbox repair in Cicero, Illinois, and heat treatment and gearbox repair in Neville Island, Pennsylvania.

Industrial Solutions

4 unchanged sentences

Under the 2022 Credit Facility, borrowings are continuous and all cash receipts are usually applied to the outstanding borrowed balance.

As of December 31, 2021 , cash totaled $ 852 , a decrease of $ 2,520  from December 31, 2020 .

As of December 31, 2022 , cash totaled $ 12,732 , an increase of $ 11,880  from December 31, 2021 .

The Company had the ability to borrow up to $ 27,351  under the 2022 Credit Facility as of December 31, 2022 .

4 unchanged sentences

Fees incurred in connection with the agreements are recorded as interest expense by the Company.

During the years ended December 

31, 2022 and December 31, 2021, the Company sold account receivables totaling $ 93,245  and $ 99,130 , respectively, related to supply chain financing arrangements, of which customers’

financial institutions applied discount fees totaling $ 1,431  and $ 251 , respectively. 

BROADWIND, INC.

4 unchanged sentences

Debt and finance lease obligations at December 31, 2022 totaled $ 14,545 , which includes current outstanding debt and finance lease obligations totaling $ 3,178 , due over the next twelve months.

The current outstanding debt includes $ 6,350  outstanding under the Credit Facility.

The Company's outstanding debt includes $ 7,217  

outstanding from the senior secured term loan under the 2022 Credit Facility.

The Company had $ 0 drawn on the senior secured revolving credit facility as of December 31, 2022. 

On August 18, 2020, the Company filed a “shelf”

6 unchanged sentences

The net proceeds (before upfront costs) to the Company from the sale of such shares were approximately $ 9,725  after deducting commissions paid of approximately $ 275  and before deducting other expenses of $ 411 . 

On September 12, 2022, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC and HC Wainwright & Co., LLC (collectively, the “Agents”).

Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Agents shares of the Company’s common stock, par value $ 0.001 per share with an aggregate sales price of up to $ 12,000 .

Any shares offered and sold under the Sales Agreement are to be issued pursuant to the Form S- 3 and the 424 (b) prospectus supplement relating to the offering dated September 12, 2022.

The Company will pay a commission to the Agents of 2.75 % of the gross proceeds of the sale of the shares sold under the Sales Agreement and reimburse the Agents for the expenses incident to the performance of their obligations under the Sales Agreement.

During the year ended December 31, 2022, the Company issued 100,379 shares of the Company’s common stock under the Sales Agreement and the net proceeds (before upfront costs) to the Company from the sale of the Company’s common stock were approximately $ 323 after deducting commissions paid of approximately $ 9 and before deducting other expenses of $ 93 .

As of December 31, 2022, shares of the Company’s common stock having a value of approximately $ 11,667  remained available for issuance under the Sales Agreement.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC.

31 unchanged sentences

As of December 31, 2022 and December 31, 2021 , cash totaled $ 12,732  and $ 852 , respectively.

For the years ended December 31, 2021 and 2020 , interest income was $ 1 and $ 0 , respectively.

For the years ended December 31, 2022 and 2021 , interest income was $ 0  

and $ 1 , respectively.

Revenue Recognition

5 unchanged sentences

Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

During 2021 and 2020, the Company also recognized revenue over time, versus point in time, when products in the Gearing and Heavy Fabrications segments had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contract by the customer.

During 2022  and 2021, the Company also recognized revenue over time, versus point in time, when products in the Gearing and Heavy Fabrications segments had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contract by the customer.

Since the projects are labor intensive, the Company uses labor hours as the input measure of progress for the contract.

4 unchanged sentences

Cost of sales represents all direct and indirect costs associated with the production of products for sale to customers.

These costs include operation, repair and maintenance of equipment, materials, direct and indirect labor and benefit costs, rent and utilities, maintenance, insurance, equipment rentals, freight, and depreciation.   

Selling, General and Administrative Expenses

11 unchanged sentences

Historically, the Company’s A/R is highly concentrated with a select number of customers.

During the year ended December 31, 2021 , the Company’s five largest customers accounted for 71 % of its consolidated revenues and 25 % of outstanding A/R balances, compared to the year ended December 31, 2020 when the Company’s five largest customers accounted for 78 % of its consolidated revenues and 65 % of its outstanding A/R balances.

During the year ended December 31, 2022 , the Company’s five largest customers accounted for  

69 % of its consolidated revenues and 43 % of outstanding A/R balances, compared to the year ended December 31, 2021 when the Company’s five largest customers accounted for 71 % of its consolidated revenues and 25 % of its outstanding A/R balances.

Allowance for Doubtful Accounts

51 unchanged sentences

The changes in the carrying amount of the Company’s total product warranty liability for the years ended December 31, 2022 

and 2020  were as follows, excluding activity related to the discontinued Services segment:

and 2021  were as follows:

As of December 31,

Balance, beginning of period

Increase (reduction) of warranty reserve

Increase of warranty reserve

Warranty claims

Other adjustments

Balance, end of period

21 unchanged sentences

The expense associated with PSUs is also based on the probability of achieving embedded targets.

Awards that are based on a fixed number of shares are treated as equity while awards that are based on a fixed amount of dollars are treated as liabilities.

See Note 

31 unchanged sentences

Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

During the year ended December 

2021, the Company recognized a portion of revenue within the Gearing and Heavy Fabrications segments over time, as the products had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contracts.

During the years ended December 

2022 and 2021, the Company recognized a portion of revenue within the Gearing and Heavy Fabrications segments over time, as the products had no alternative use to the Company and the Company had an enforceable right to payment, including profit, upon termination of the contracts.

Since the projects are labor intensive, the Company uses labor hours as the input measure of progress for the applicable contracts.

Within the Heavy Fabrications segment, the Company recognized revenue over time of $ 14,298  and $ 5,665  for the years ended December 

30, 2021 and 2020, respectively. Within the Gearing segment, the Company recognized revenue over time of $ 2,444  and $ 1,438 for the years ended December 

31, 2021 and 2020, respectively.

During the fourth quarter of 2021, the Company ceased recording revenue over time within the Gearing segment due to a change in terms.

30, 2022  and 2021, respectively. Within the Gearing segment, the Company recognized revenue over time of $ 2,444  for the year ended December 

During the fourth quarter of 2021, the Company ceased recording revenue over time within the Gearing segment due to a change in contract terms with a customer.

Contract assets are recorded when performance obligations are satisfied but the Company is not yet entitled to payment.

9 unchanged sentences

Basic earnings per share calculation:

Net income (loss)

Net (loss) income

$ ( 9,730 )  

$ 2,847  

Weighted average number of common shares outstanding

1 unchanged sentence

18,726,459  

Basic net income (loss) per share

Basic net (loss) income per share

$ ( 0.48 )  

$ 0.15  

Diluted earnings per share calculation:

Net income (loss)

Net (loss) income

$ ( 9,730 )  

$ 2,847  

Weighted average number of common shares outstanding

7 unchanged sentences

19,388,489  

Diluted net income (loss) per share

Diluted net (loss) income per share

$ ( 0.48 )  

( 1 )   Stock options and restricted stock units granted and outstanding of 1,332,884 , respectively, are excluded from the computation of diluted earnings for the year ended December 31, 2020 

$ 0.15  

 Restricted stock units granted and outstanding of 822,737  

are excluded from the computation of diluted earnings for the year ended December 31, 2022 

due to the anti-dilutive effect as a result of the Company’s net loss for that period.

6 unchanged sentences

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 consolidated financial statements.

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 consolidated financial statements.

In June 2016, the FASB issued ASU No.

2016 - 13, “Financial Instruments-Credit Losses (Topic 326 ),”

which replaces the current incurred loss impairment methodology for most financial assets with the current expected credit loss, or CECL, methodology.

The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables and contract assets.

The guidance should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic.

The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

3 unchanged sentences

Bad debt expense

( 229 )  

Other adjustments

1 unchanged sentence

Balance at end of period

The components of inventories from operations as of December 31, 2021 and 2020 are summarized as follows:

The components of inventories as of December 31, 2022 and 2021 are summarized as follows:

As of December 31,

41 unchanged sentences

$ 43,655  

As of December 31, 2021 and December 31, 2020 , the Company had commitments of $ 1,227  and $ 463 , respectively, related to the completion of projects within construction in progress.

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 Gear Works completed in 2007 as well as the noncompetition agreements and customer relationships that were part of the Company’s acquisition of Red Wolf Company, LLC completed in 2017.

As of December 31, 2022 , the Company had commitments of $ 1,942  related to the completion of projects within construction in progress.

Intangible assets represent the fair value assigned to definite-lived assets such as trade names and customer relationships.

Intangible assets are amortized on a straight-line basis over their estimated useful lives, with a remaining life range from 1  to 5  years.

During November 2022, the Company identified a triggering event associated with  

an expected operating loss within the Heavy Fabrications segment during the year ended December 31, 2022.

Accordingly, the Company performed an undiscounted cash flow analysis as of November 30, 2022 and determined that the undiscounted future cash flows exceeded the asset group's carrying value.

As a result, no impairment charge was recorded for the Heavy Fabrications asset group for the year ended December 31, 2022. 

During November 2021, the Company identified triggering events associated with operating losses within the Gearing segment and a decline in revenue and operating margin within the Heavy Fabrications segment during the year ended December 31, 2021.

The Company relied upon undiscounted cash flow analyses and concluded that no impairment to these asset groups was indicated as of December 31, 2021.

During October 2020, the Company also identified triggering events associated with its continued operating losses within the Gearing segment.

The Company relied upon an undiscounted cash flow analysis and concluded that no impairment to this asset group was indicated as of December 31, 2020.

Accordingly, the Company performed undiscounted cash flow analyses as of November 30, 2021 

and determined that the undiscounted future cash flows exceeded the asset groups' carrying values.

Additionally, there were no changes in facts or circumstances following the November 30, 2021 

assessments through December 31, 2021, which would alter the asset groups initial undiscounted future cash flows or carrying value estimates.

As a result, no impairment charges were recorded for the Heavy Fabrications and Gearing asset groups for the year ended December 31, 2021.

BROADWIND, INC.

31 unchanged sentences

As of December 31, 2022 , estimated future amortization expense is as follows:

2027 and thereafter

$ 2,728  

5 unchanged sentences

Fair value of interest rate swap

Accrued property taxes

Income taxes payable

2 unchanged sentences

Self-insured workers compensation reserve

Long term incentive plan accrual

Accrued other

11 unchanged sentences

$ 6,350  

$ 1,245  

Other notes payable

12 unchanged sentences

On February 25, 2019, the line of credit was expanded and extended for three years when the Company and its subsidiaries entered into an Amended and Restated Loan and Security Agreement (the “2016 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 (as amended to date, the “2016 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 an 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 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. 

With the exception of the balance impacted by the interest rate swap (as described below), 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 obligations under the 2016 Credit Facility were 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.

On October 

10 unchanged sentences

On February 28, 2022, the Company executed the Fourth Amendment to the Amended and Restated Loan Agreement (the “Fourth Amendment”) which reduced the line of credit from $ 35,000 to $ 30,000 , extended the maturity date until January 31, 2024, waived the minimum EBITDA covenant for the three -month period ended December 31, 2021, revised the fixed charge coverage ratio covenant as of December 31, 2022 for the trailing nine -month period after March 31, 2022, revised the minimum EBITDA covenant applicable to the three -month period ending March 31, 2022, the six -month period ending June 30, 2022 and the nine -month period ending September 30, 2022, revised the liquidity reserve and amended certain other provisions in connection with the discontinuation of LIBOR and replacement with the forward-looking term Secured Overnight Financing Rate (Term SOFR) administered by CME Group, Inc.

The Credit Facility 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 customary restrictive covenants, certain of which are subject to materiality thresholds, baskets and customary exceptions and qualifications. 

In conjunction with the 2016 Amended and Restated Loan Agreement, during June 2019, the Company entered into a floating to fixed interest rate swap with CIBC.

2 unchanged sentences

Accordingly, changes in the fair value of the swap each reporting period are adjusted through earnings, which may subject the Company’s results of operations to non-cash volatility. The interest rate swap liability is included in the “Accrued liabilities”

line item of the Company’s consolidated financial statements as of December 31, 2021 

and December 31, 2020.

As of December 31, 2021 , there was $ 6,350  

outstanding under the Credit Facility.

The Company had the ability to borrow up to $ 14,037  under the Credit Facility as of December 31, 2021 .

line item of the Company’s consolidated financial statements as of 

December 31, 2021. 

The interest rate swap expired in 

February 2022. 

All obligations outstanding under the 2016 Credit Facility were refinanced by the 2022 Credit Facility on August 5, 2022.

On August 4, 2022, the Company entered into a credit agreement (the “2022 Credit Agreement”) with Wells Fargo Bank, National Association, as lender (“Wells Fargo”), providing the Company and its subsidiaries with a $ 35,000  senior secured revolving credit facility (which may be further increased by up to an additional $ 10,000  upon the request of the Company and at the sole discretion of Wells Fargo) and a $ 7,578 senior secured term loan (collectively, the “2022 Credit Facility”).

The proceeds of the 2022 Credit Facility are available for general corporate purposes, including strategic growth opportunities.

The 2022 Credit Facility replaced the 2016 Credit Facility.

In connection with the 2022 Credit Facility, the Company incurred deferred financing costs in the amount of $ 470 primarily related to the revolving credit loan. These costs are included in the “Other assets”

line item of the Company's consolidated financial statements as of December 31, 2022. 

The 2022 Credit Facility, as amended, contains customary covenants limiting the Company’s and its subsidiaries’

ability to, among other things, incur liens, make investments, incur indebtedness, merge or consolidate with others or dispose of assets, change the nature of its business, and enter into transactions with affiliates. 

In addition, the 2022 Credit Facility contains financial covenants requiring the Company to have a Fixed Charge Coverage Ratio (i) as of the twelve -month period ending January 31, 2024 through and including June 30, 2024 of 1.0 to 1.0, and (ii) as of each twelve -month period thereafter to be greater than 1.1 to 1.0 and minimum EBITDA (as defined in the 2022 Credit Facility) on a month-end basis of $ 1,921,000 for the twelve -month period ending March 31, 2023, $ 3,661,000 for the twelve -month period ending June 30, 2023, $ 5,876,000 for the twelve -month period ending September 30, 2023, and $ 9,929,000 for the twelve -month period ending December 31, 2023.

The initial term of the revolving credit facility matures August 4, 2027.

The term loan also matures on August 4, 2027, with monthly payments based on an 84 -month amortization. 

On February 8, 2023, the Company executed Amendment No.

1 to Credit Agreement and Limited Waiver (the “First Amendment to 2022 Credit Agreement”), which waived the Company's fourth quarter minimum EBITDA (as defined in the 2022 Credit Facility) requirement for the period ended December 31, 2022, amended the Fixed Charge Coverage Ratio (as defined in the 2022 Credit Facility) requirements for the twelve -month period ending January 31, 2024 through and including June 30, 2024 and each twelve -month period thereafter, and amended the minimum EBITDA requirements applicable to the twelve -month periods ending March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023.

As of December 31, 2022 , only $ 7,217  

from the senior secured term loan was outstanding under the 2022 Credit Facility.

The Company had $ 0 drawn on the senior secured revolving credit facility and had the ability to borrow up to $ 27,351  under the 2022 Credit Facility as of December 31, 2022 .

As of December 31, 2022, the effective interest rate of the senior secured revolving credit facility was 6.55 % and the effective rate of the senior secured term loan was 6.80 %. As of December 31, 2021, the effective interest rate of the 2016 Credit Facility was 4.0 %. 

In 2016, the Company entered into a $ 570 unsecured loan agreement with the Development Corporation of Abilene which is included in long-term debt, less current maturities.

1 unchanged sentence

During each of the years ended December 31, 2022 and 2021 , $114 of the loan was forgiven.

As of December 31, 2021  and December 31, 2020, the loan balance was $ 114  and $ 228 , respectively.

In addition, the Company has outstanding notes payable for capital expenditures in the amount of $ 186  and $ 163  as of December 31, 2021 and 2020 , respectively, with $ 186  and $ 161  included in the “Line of credit and other notes payable”

As of December 31, 2022  and December 31, 2021, the loan balance was $ 0  

and $114, respectively.

In addition, the Company has outstanding notes payable for capital expenditures in the amount of $ 1,094  and $ 363  as of December 31, 2022 and 2021 , respectively, with $ 88  and $ 186  included in the “Line of credit and current portion of long-term debt”

line item of the Company’s consolidated financial statements as of December 31, 2022 and 2021 , respectively.

The notes payable have monthly payments that range from $ 1 to $ 16 and an interest rate of 4 %.

The notes payable have monthly payments that range from $ 3  

to $ 16 and an interest rate of 4 %.

The equipment purchased is utilized as collateral for the notes payable.

The outstanding notes payable have maturity dates that range from March  

The outstanding notes payable have maturity dates that range from July  

2023  to September 

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The standard requires companies to recognize operating lease assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements. 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 Topic 842 and was offset against the ROU asset balance during the adoption.

As of December 31, 2021 , the ROU asset had a balance of $ 18,029  

 As of December 31, 2022 , the right-of-use (“ROU”) asset had a balance of $ 16,396  

which is included in the “Operating lease right-of-use assets”

3 unchanged sentences

line items of these consolidated financial statements.

The discount rates used for leases accounted for under Topic 842 are based on an interest rate yield curve developed for the leases in the Company’s lease portfolio.

Lease terms generally range from 3 to 15  years with renewal options for extended terms.

As of December 31, 2021, the ROU asset had a balance of $ 18,029  and current and non-current lease liabilities relating to the ROU asset of $ 1,775  

and $ 18,405 , respectively.

The discount rates used for leases accounted for under Topic 842 are based on an interest rate yield curve developed for the leases in the Company’s lease portfolio. 

Lease terms generally range from 3 to 15  

years with renewal options for extended terms.

Some of the Company’s facility leases include options to renew.

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Amortization of finance lease assets

$ 1,172  

Interest on finance lease liabilities

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operating lease liabilities

$ 4,777  

Weighted-average remaining lease term-finance leases at end of period (in years)

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As of December 31, 2022 , approximately 19 % of the Company’s employees were covered by two collective bargaining agreements with local unions at the Company’s Cicero, Illinois and Neville Island, Pennsylvania locations.

The current five -year collective bargaining agreement with the Neville Island union is expected to remain in effect through October 2022.

A new four -year collective bargaining agreement in regards to the Cicero, Illinois facility was negotiated in February 2022 and is expected to remain in effect through February 2026.

The Company expects to renegotiate a new collective bargaining agreement in regards to the Neville Island facility later in 2022.

During November 2022, the Company negotiated a 

four -year collective bargaining agreement with the Neville Island union and it is expected to remain in effect through October 2026.

four -year collective bargaining agreement in regards to the Cicero, Illinois facility was negotiated in February 2022 and is expected to remain in effect through February 2026.

FAIR VALUE MEASUREMENTS

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of these consolidated financial statements.

The fair value of the interest rate swap is estimated as the net present value of projected cash flows based on forward interest rates at the balance sheet date.

The following tables represent the fair values of the Company’s financial assets measured as of December 31, 2021 and 2020 :

December 31, 2021

Liabilities measured on a recurring basis:

Interest rate swap

Total liabilities at fair value

The fair value of the interest rate swap is estimated as the net present value of projected cash flows based on forward interest rates at the balance sheet date. The interest rate swap expired in 

February 2022. 

The following table represents the fair value of the Company’s financial assets measured as of December 31, 2022 and 2021 :

December 31, 2021

11 unchanged sentences

( 2,562 )  

Increase (decrease) in deferred tax valuation allowance

Increase in deferred tax valuation allowance

Total provision for income taxes

During the year ended December 31, 2022 , the Company recorded an expense for income taxes of $ 35 , compared to an expense for income taxes of $ 25  during the year ended December 31, 2021 .

August 16, 2022, Congress enacted the Inflation Reduction Act which includes advanced manufacturing tax credits for manufacturers of eligible components, including wind and solar components produced and sold in the US from 2023 through 2032.

No  rulings have been made on the taxability of these credits. 

The total change in the deferred tax valuation allowance was $ 2,549  

and $ 1,944  for the years ended December 31, 2022 and 2021 , respectively.

In 2021, the change in the deferred tax valuation allowance was the result of increases in deferred tax assets pertaining to federal and state NOLs.

In 2020, the change in the deferred tax valuation allowance was the result of partial losses of NOLs associated with taking a worthless stock deduction related to the liquidation of the Services entity.

The changes in the deferred tax valuation allowance in 2022 and 2021 were primarily the result of increases to the deferred tax assets pertaining to federal and state NOLs.

Management believes that significant uncertainty exists surrounding the recoverability of deferred tax assets.

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As of Year Ended December 31,

Current deferred tax assets, net of valuation allowance

Noncurrent deferred income tax assets:

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Noncurrent deferred income tax liabilities:

Intangible assets

Total noncurrent deferred tax liabilities

Net deferred income tax liability

Net deferred income tax asset

Certain prior year amounts have been reclassified to conform to current year presentation. Valuation allowances of $ 74,559  and $ 72,010  have been provided for deferred income tax assets for which realization is uncertain as of December 31, 2022 and 2021 , respectively.

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Valuation allowance as of Balance at December 31, 2022

As of December 31, 2021 , the Company had federal and unapportioned state NOL carryforwards of approximately $ 277,310  

of which $ 227,781  will begin to expire in 2026.

As of December 31, 2022 , the Company had federal and unapportioned state NOL carryforwards of approximately $ 288,462  of which $ 227,781  will begin to expire in 2026.

The majority of the NOL carryforwards will expire in various years from 2028 through 2037.

7 unchanged sentences

State and local income taxes, net of federal income tax benefit

( 6.6 )  

Permanent differences

( 0.6 )  

Change in valuation allowance

( 26.3 )  

Equity compensation

PPP loan forgiveness

( 2.1 )  

State NOL deferred adjustment

PPP loan forgiveness

Effective income tax rate

( 0.4 )%  

BROADWIND, INC.

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382 of the IRC.

On February 7, 2019, the Board of Directors (the “Board”) approved an amendment extending the Rights Plan for an additional three years, which was subsequently approved by the Company’s stockholders at the 2019 Annual Meeting of Stockholders held on April 23, 2019 ( the “2019 Annual Meeting of Stockholders”). On February 3, 2022, the Board approved an amendment which included an extension of the Rights Plan for an additional three years.

The amendment is subject to approval by the Company's stockholders at the 

2022 Annual Meeting of Stockholders.

48 unchanged sentences

The 2015 EIP reserves 3,200,000 shares of the Company’s common stock.

As of December 31, 2021, 1,317,031  shares of common stock reserved for issuance pursuant to stock options and RSU awards granted under the 2015 EIP had been issued in the form of common stock and 918,448  

shares of common stock remained reserved for issuance of RSUs and PSUs outstanding under the 2015 EIP.

The Company's equity incentive plans prior to the 2015  EIP had reserved 1,891,051 shares of the Company’s common stock, and as of December 31, 2021, 888,748 shares of common stock reserved for issuance under these plans had been issued in the form of common stock.

As of December 31, 2022, 1,854,919  

no  shares of common stock are reserved for equity awards under these plans.

There was no  stock option activity during the year ended 

December 31, 2021  and no  stock options were outstanding as of December 31, 2021.

During 2020, 54,362 stock options were forfeited and there were no stock options outstanding at December 31, 2020.  

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model.

shares of common stock reserved for issuance pursuant to stock options and RSU awards granted under the 2015 EIP had been issued in the form of common stock and 822,737  

shares of common stock are issued and unvested.

There was no  stock option activity during the years ended 

December 31, 2022  and 

2021 and no  stock options were outstanding as of December 31, 2022 and 

 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 Company’s expected stock price volatility over the expected life of the awards and actual and projected stock option exercise behavior.

There were no stock options granted during the twelve months ended December 31, 2021 and 2020 .

BROADWIND, INC.

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(in thousands, except share and per share data)

The following table summarizes information with respect to outstanding RSUs and PSUs as of December 31, 2021 and 2020 :

The following table summarizes information with respect to outstanding RSUs and PSUs accounted for as equity awards as of December 31, 2022 and 2021 :

Weighted Average

14 unchanged sentences

RSUs and PSUs are generally subject to ratable vesting over a three -year period.

Compensation expense related to these service-based awards is recognized on a straight-line basis over the vesting period.

Compensation expense related to these service and performance based awards is generally recognized on a straight-line basis over the vesting period.

During the years ended December 31, 2022 and 2021 , the Company utilized a forfeiture rate of 25 % for estimating the forfeitures of stock compensation granted.

During the year ended December 31, 2022, the Company recorded share-based compensation expense in the amount of $ 619  for PSUs treated as liability awards that will be settled in shares in 2023.

The liability is recognized in the “Accrued liabilities”

line item of the Company’s condensed consolidated balance sheet and has a balance of $ 619  as of December 31, 2022.

The following table summarizes share-based compensation expense, net of taxes withheld, included in the Company’s consolidated statements of operations for the years ended December 31, 2022 and 2021 as follows:

72 unchanged sentences

176,759  

Operating loss

( 3,214 )  

( 2,593 )  

Operating (loss) income

( 1,044 )  

23 unchanged sentences

145,619  

Operating profit (loss)

Operating loss

( 3,214 )  

1 unchanged sentence

( 386 )  

( 6,401 )  

Depreciation and amortization

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All intercompany revenue is eliminated in consolidation.

During 2021 , two  customers accounted for more than 10% of total net revenues. The customers, reported within the Heavy Fabrications segment, accounted for revenues of $ 59,278 and $ 25,946 , respectively.

During 2020 , 

one customer accounted for more than 10% of total net revenues and had an accounts receivable balance greater than 10% of current assets.

This customer, reported within the Heavy Fabrications segment, accounted for revenues of $ 105,366  and accounts receivables of $ 6,118  for fiscal year 2020 .

Additionally in 2020, another customer, in the Heavy Fabrications segment, accounted for more than 10% of total net revenues.

This customer had revenues of $ 25,237  during fiscal year 2020.

 During the years ended December 31, 2021 and 2020 , five customers accounted for 71 % and 78 %, respectively, of total net revenues.

During 2022 , two  

customers accounted for more than 10% of total net revenues. The customers, reported within the Heavy Fabrications segment, accounted for revenues of $ 64,625 and $ 20,336 , respectively.

During 2021 , two  customers accounted for more than 10% of total net revenues.

The customers, reported within the Heavy Fabrications segment, accounted for revenues of $ 59,278  and $ 25,946 respectively. During the years ended December 31, 2022 and 2021 , five customers accounted for 69 % and 71 %, respectively, of total net revenues.

BROADWIND, INC.

15 unchanged sentences

Changes in the fair value of the plan liability are recorded as charges or credits to compensation expense.

Compensation expense associated with the deferred compensation plan recorded during the years ended December 31, 2021 and 2020 was $( 55 )  

Compensation income associated with the deferred compensation plan recorded during the years ended December 31, 2022 and 2021 was $( 1 )  

The fair value of the plan liability to the Company is included in accrued liabilities in the Company’s consolidated balance sheets.

16 unchanged sentences

( 520 )  

Net (loss) income

( 2,404 )  

1 unchanged sentence

( 1,772 )  

Net (loss) income per share:

Net loss per share:

$ ( 0.12 )  

8 unchanged sentences

$ 26,011  

Operating income (loss)

Operating loss

( 4,311 )  

Net income (loss)

( 2,311 )  

Net income (loss) per share:

( 1,997 )  

Net (loss) income

( 1,210 )  

1 unchanged sentence

( 2,105 )  

Net (loss) income per share:

$ ( 0.07 )  

$ 0.55  

$ ( 0.11 )  

$ ( 0.07 )  

$ 0.53  

$ ( 0.11 )  

BROADWIND, INC.

8 unchanged sentences

It is possible that if one or more litigation 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.

The Company received a notice dated January 18, 2023 from WM Argyle Fund, LLC, which allegedly owned approximately 1.0% of the Company’s outstanding shares at the time of submission, purporting to nominate a slate of six candidates for election as directors at the Company's 

2023 Annual Meeting of Stockholders.

The Company remains open to ongoing engagement with WM Argyle. However, if the Company and WM Argyle cannot reach an agreement in connection with its nomination, there will be a contested election at the Company’s 2023 Annual Meeting of Stockholders.

INDEX TO EXHIBITS

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Second Amendment to the Amended and Restated Loan and Security Agreement, dated February 23, 2021, among the Company, Brad Foote Gearworks, Inc, Broadwind Services, LLC, Broadwind Heavy Fabrications, Inc., Broadwind Industrial Solutions, LLC, and CIBC Bank USA, as Administrative Agent for itself and all Lenders (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020)

Second Amendment to Amended and Restated Broadwind, Inc.

2015 Equity Incentive Plan (incorporated by reference to Appendix B to Amendment No.

1 to the Company's Schedule 14A filed April 5, 2021)

Third Amendment to Amended and Restated Loan and Security Agreement, dated November 8, 2021, among the Company, Brad Foote Gearworks, Inc., Broadwind Services, LLC, Broadwind Heavy Fabrications, Inc., Broadwind Industrial Solutions, LLC and CIBC Bank USA, as Administrative Agent for itself and all Lenders (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021) 

Equity Distribution Agreement, dated March 9, 2021, by and between the Company and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed March 9, 2021)

Fourth Amendment to Amended and Restated Loan and Security Agreement, dated February 28, 2022, among the Company, Brad Foote Gearworks, Inc., Broadwind Services, LLC, Broadwind Heavy Fabrications, Inc., Broadwind Industrial Solutions, LLC and CIBC Bank USA, as Administrative Agent for itself and all Lenders (filed herewith)

Credit Agreement, dated as of August 4, 2022, by and among Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Road, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 8, 2022)  

Guaranty, dated as of August 4, 2022, by Broadwind, Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc.

and 5100 Neville Road, LLC in favor of Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 8, 2022)

Severance and Non-Competition Agreement dated as of August 10, 2022, between Broadwind, Inc.

and Thomas A.

Ciccone (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 12, 2022)

Sales Agreement, dated September 12, 2022, by and among Broadwind, Inc., Roth Capital Partners, LLC and H.C.

Wainwright & Co.

(incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed September 12, 2022)

Amendment No.

1 to Credit Agreement and Limited Waiver, dated as of February 8, 2023, by and among Broadwind Inc., Brad Foote Gear Works, Inc., Broadwind Industrial Solutions, LLC, Broadwind Heavy Fabrications, Inc., 5100 Neville Island, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 14, 2023)

Subsidiaries of the Registrant (filed herewith)

Consent of RSM LLP (filed herewith)

Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer (filed herewith)

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Rule 13a-14(a) Certification of Chief Executive Officer (filed herewith)

Rule 13a-14(a) Certification of Chief Financial Officer (filed herewith)

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 (filed herewith)

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 (filed herewith)

The following financial information from this Form 10-K of Broadwind, Inc.

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Indicates management contract or compensation plan or arrangement.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2nd 

day of March, 2023

BROADWIND, INC.

President, Chief Executive Officer, and Interim Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

President and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons (including a majority of the board of directors) on behalf of the registrant and in the capacities and on the dates indicated.

 TITLE 

President, Chief Executive Officer, and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

President, Chief Executive Officer, and Director (Principal Executive Officer)

March 9, 2023

/s/ Thomas A.

Vice President and Chief Financial Officer (Principal Financial Officer)

March 9, 2023

/s/ Philip J.

3 unchanged sentences

March 9, 2023

/s/ Sachin Shivaram

March 9, 2023

Sachin Shivaram

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures