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BROADWIND, INC.

BWEN
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Business Summary

Broadwind is a precision manufacturer of structures, equipment and components for power generation, critical infrastructure, and other specialized applications, providing technologically advanced high value products to customers with complex systems and stringent quality standards that operate in energy, mining and infrastructure sectors, primarily in the United States. The company's most significant presence is within the U.S. wind energy industry, although it has increasingly diversified into other industrial markets. The wind turbine market is very concentrated, with the top two wind turbine manufacturers comprising approximately 88% of the U.S. market according to Wood Mackenzie Power & Renewables 2025 industry data. The U.S. wind energy industry is significantly impacted by federal tax incentives such as the Production Tax Credit and Investment Tax Credit, and state Renewable Portfolio Standards, with the Inflation Reduction Act of 2022 and the One Big Beautiful Bill Act of 2025 materially shaping the incentive landscape.

Within the wind tower product line of the Heavy Fabrications segment, the largest North American based competitor is Arcosa Inc., with other competitors including C.S. Wind (South Korea), Marmen Industries (Canada), and GRI Renewable Industries (Spain), each of which have production facilities in the U.S. In the Gearing segment, key competitors include Overton Chicago Gear, Cincinnati Gearing Systems, Milwaukee Gear and Horsburgh & Scott. In the Industrial Solutions segment, key competitors include Gexpro and other small independent companies. Sales to GE Vernova represented greater than 10% of consolidated revenues for the years ended December 31, 2025 and 2024 , and the loss of this customer could have a material adverse effect on the business. In 2025, sales derived from the top five customers represented 80% of total sales and sales into the wind energy industry represented 51% of total sales.

Broadwind generates revenue through three reportable operating segments: Heavy Fabrications, Gearing, and Industrial Solutions. Revenue is generally recognized when control of promised goods or services is transferred to customers, with control typically transferred upon shipment or delivery depending on contract terms or under bill and hold arrangements. For substantially all tower sales within Heavy Fabrications and certain sales within Gearing, products are sold under bill and hold sales arrangements. During 2025 and 2024, the company also recognized revenue over time for products in the Heavy Fabrications segments that had no alternative use and where the company had an enforceable right to payment, including profit, upon termination of the contract. Customer deposits and other receipts are deferred and recognized when revenue is realized and earned. The company utilizes supply chain financing arrangements as a component of funding for working capital, selling certain accounts receivable balances to banking institutions without recourse.

The Heavy Fabrications segment provides large, complex and precision fabrications, with its most significant presence within the U.S. wind energy industry where it provides steel towers and repowering adapters primarily to wind turbine manufacturers. The Abilene facility has an annual wind tower production capacity of up to approximately 220 towers (660 tower sections) , sufficient to support turbines generating more than 800 MW of power (assuming a 3 MW tower) . This segment also manufactures a proprietary mobile, modular pressure reducing system for the compressed natural gas virtual pipeline market. During the year ended December 31, 2025, the company streamlined operations within this segment by selling its industrial fabrication operations in Manitowoc, Wisconsin and consolidating remaining segment operations to the Abilene, Texas production facility. Heavy Fabrications segment revenues were $101,161 for 2025 and $82,657 for 2024, with operating income of $14,619 and $7,128 respectively, and operating margins of 14.5% and 8.6% .

The Gearing segment provides gearing, gearboxes and precision machined components to diverse markets including power generation, onshore and offshore oil and gas fracking and drilling, material handling, wind energy, surface and underground mining, steel, infrastructure, marine, defense, and other industrial markets. The company has manufactured loose gearing, gearboxes and systems, and provided heat treat services for aftermarket and OEM applications for a century. Gearing segment revenues were $27,368 for 2025 and $35,588 for 2024, with operating losses of $3,188 and $138 respectively, and operating margins of (11.6%) and (0.4%) . The Industrial Solutions segment provides supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market, and also supports the U.S. wind power generation market by providing tower internals kitting solutions. Industrial Solutions segment revenues were $30,252 for 2025 and $26,056 for 2024, with operating income of $2,569 and $3,265 respectively, and operating margins of 8.5% and 12.5% .

On September 8, 2025, the company completed the sale of certain assets used in its industrial fabrication operations in Manitowoc, Wisconsin for a purchase price of $13,500 before transaction expenses, recording a gain on the sale of $8,200 . On September 10, 2025, the Board authorized a program to repurchase up to $3,000 of outstanding common stock, with no repurchases made during 2025 or 2024. On January 28, 2025, the company entered into an agreement to sell AMP credits to a third party, agreeing to sell up to $15,000,000 for 2025 and $20,000,000 for 2026 at a purchase price of $0.935 per $1.00 of AMP credits. During 2025, the company recognized gross AMP credits totaling $13,059 and recognized a 6.5% discount on the credits totaling $849 , which was recognized in cost of sales. The company also executed Amendment No. 3 to the 2022 Credit Agreement on September 22, 2025, reducing the monthly principal repayment amount from $90 to $62 for monthly periods after October 1, 2025.

For the fiscal year ended December 31, 2025, Broadwind reported total revenues of $158,052 , up 10.4% from $143,136 in 2024. Net income was $5,242 or $0.23 per diluted share, compared to net income of $1,152 or $0.05 per diluted share in the prior year. Gross profit decreased to $16,133 from $21,189 , with gross margin declining to 10.2% from 14.8% . Operating income increased to $8,651 from $4,225 , primarily due to the $8,200 gain on the sale of the Manitowoc industrial fabrication operations. Adjusted EBITDA was $8,699 compared to $13,325 in 2024. Cash used in operating activities was $15,385 versus cash provided by operating activities of $13,806 in the prior year.

Business Outlook

A key growth vector is the diversification of the customer and product line base. In 2025, sales derived from the top five customers represented 80% of total sales and sales into the wind energy industry represented 51% of total sales, compared to 2020 when the top five customers comprised 84% of total sales and sales in the wind energy industry represented 70% of total sales. The company is leveraging existing customer relationships within each segment to cross sell its broad portfolio of capabilities and utilizes a stage gate model for new product development. The company booked $131,438 in new net orders in 2025, up 22% from $107,813 in 2024, with wind tower orders within the Heavy Fabrications segment increasing significantly, Industrial Solutions segment orders increasing 79% versus the prior year, and Gearing segment orders increasing 52% versus the prior year.

Another growth vector is the pursuit of opportunistic acquisitions as well as organic investments, including the development of new variations of the proprietary PRS unit which supplies compressed natural gas to regions without established infrastructure as part of the virtual pipeline. The company believes execution of its investment strategy provides significant opportunity to generate stockholder value through profitable growth and leveraging a significant unrealized economic asset of over $298 million of net operating losses as of December 31, 2025, which can be used to cover future prospective tax liabilities. The company also expects certain financial benefits as a result of tax incentives provided by the Inflation Reduction Act, including Advanced Manufacturing Production tax credits for manufacturers of eligible components, with tower manufacturers eligible for credits of $0.03 per watt for applicable components produced.

The company's gross margin decreased from 14.8% for the year ended December 31, 2024 to 10.2% for the year ended December 31, 2025, driven by lower sales volumes within the Gearing segment and manufacturing inefficiencies experienced within the Heavy Fabrications segment. The company is working to improve capacity utilization and financial results by leveraging existing manufacturing capacity and adjusting capacity where it can in response to changing market conditions. The company has implemented scheduling software, expanded its engineering organization, and staffed operations with Continuous Improvement experts to optimize production processes, increase output, leverage scale and lower costs while maintaining product quality.

Subject to labor availability, the company has manufacturing capacity available that could support a significant increase in annual revenues for gearing and industrial solutions. The company utilizes standardized information technology systems across all areas of quoting and estimating, enterprise resource planning, materials resource planning, capacity planning and accounting, project execution and financial controls. The company had 341 U.S.-based employees at December 31, 2025, of which 304 were in manufacturing related functions and 37 were in administrative functions. Approximately 20% of employees were covered by collective bargaining agreements with local unions in Cicero, Illinois and Neville Island, Pennsylvania locations.

Capital expenditures were $3,630 for 2025 and $3,618 for 2024. On September 10, 2025, the Board authorized a program to repurchase up to $3,000 of outstanding common stock, with $3,000 remaining available for repurchase as of December 31, 2025. The company has never paid cash dividends on its common stock and has no current plan to do so in the foreseeable future. As of December 31, 2025, shares of common stock having a value of approximately $11,667 remained available for issuance under the Sales Agreement with Roth Capital Partners and HC Wainwright. The company had the ability to borrow an additional $24,456 under the 2022 Credit Facility as of December 31, 2025.

The One Big Beautiful Bill Act, enacted on July 4, 2025, limits the applicability of existing PTC and ITC programs, with wind projects that begin construction after July 4, 2026 required to be placed in service by December 31, 2027 to qualify. The OBBBA also eliminates AMP credits for components produced and sold after 2027, which could have a material adverse effect on the business in the near term. The company expects the changes to the PTC and the ITC could lead to a decrease in the number of new wind projects, causing a corresponding decrease in demand for wind products, and lower demand for wind products coupled with the expedited phase out of the AMP credits would adversely impact the profitability of the Heavy Fabrications segment.

The company faces structural headwinds from changes to trade regulation, quotas, duties or tariffs, and sanctions caused by changing U.S. and geopolitical policies. In August 2025, the United States Department of Commerce Bureau of Industry and Security commenced a Section 232 investigation to determine the effect of imports of wind turbines and their parts and components on national security. The imposition of tariffs on goods imported into the United States has strained international trade relations and impacted the costs of raw materials. The company also faces risks from the ongoing war in Ukraine leading to economic sanctions against Russia, and other geopolitical events including the war between Israel and Hamas and political, economic, and social instability in both Venezuela and Iran, which could lead to material disruptions to certain supply chains and volatility in prices.

Risk Factors

The company is substantially dependent on a few significant customers, with one customer, GE Vernova, accounting for more than 10% of consolidated revenues in 2025 and 2024 , and the five largest customers accounting for 80% of consolidated revenues in 2025. The U.S. wind energy industry is significantly impacted by federal tax incentives, and the One Big Beautiful Bill Act enacted on July 4, 2025 eliminates AMP credits for components produced and sold after 2027 and requires wind projects that begin construction after July 4, 2026 to be placed in service by December 31, 2027 to qualify for the PTC or ITC, which could lead to decreased demand for wind products and adversely impact the profitability of the Heavy Fabrications segment. The company has significant indebtedness of $10,130 as of December 31, 2025 under the 2022 Credit Facility and other notes payable, and the agreements governing this indebtedness contain covenants requiring maintenance of minimum EBITDA requirements and a maximum fixed charge coverage ratio, with the Fixed Charge Coverage Ratio requirement amended to a range of 0.75 to 1.0 for certain periods. The company's ability to utilize NOL carryforwards of approximately $298,182 is limited by Section 382 of the Internal Revenue Code, with an annual limitation of $14,284 per annum, and subsequent changes in stock ownership could further limit utilization.

Management Priorities

Management's message emphasizes the impact of the One Big Beautiful Bill Act signed into law on July 4, 2025, which eliminates AMP credits for components produced and sold after December 31, 2027 and shortens the time period for wind projects to qualify for the PTC or ITC, with wind projects that begin construction after July 4, 2026 required to be placed in service by December 31, 2027. Management highlights that the company booked $131,438 in new net orders in 2025, up 22% from $107,813 in 2024, with wind tower orders within the Heavy Fabrications segment increasing significantly after an extended period of production against a long-term customer agreement announced in the first quarter of 2023. Management notes that net income increased to $5,242 or $0.23 per share in 2025, compared to net income of $1,152 or $0.05 per share in 2024, primarily due to the $8,200 gain on the sale of the Manitowoc industrial fabrication operations. The strategic priorities emphasized include diversifying the customer and product line base, improving capacity utilization and broadening manufacturing capabilities, pursuing opportunistic acquisitions as well as organic investments, and streamlining front-end processes to operational efficiency.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Customers
  2. [2] Item 1, Business — Customers
  3. [3] Item 1, Business — Business and Operating Strategy
  4. [4] Item 1, Business — Business and Operating Strategy
  5. [5] Item 1, Business — Heavy Fabrications
  6. [6] Item 1, Business — Heavy Fabrications
  7. [7] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  8. [8] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  9. [9] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  10. [10] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  11. [11] Item 7, MD&A — Results of Operations
  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  14. [14] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  15. [15] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  16. [16] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  17. [17] Item 7, MD&A — Results of Operations
  18. [18] Item 7, MD&A — Results of Operations
  19. [19] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  20. [20] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  21. [21] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  22. [22] Item 7, MD&A — Results of Operations; Item 8, Note 17 — Segment Reporting
  23. [23] Item 7, MD&A — Results of Operations
  24. [24] Item 7, MD&A — Results of Operations
  25. [25] Item 8, Note 4 — Sale of Manitowoc Industrial Fabrication Operations
  26. [26] Item 7, MD&A — Results of Operations; Item 8, Note 4 — Sale of Manitowoc Industrial Fabrication Operations
  27. [27] Item 5, Market for Registrant's Common Equity — Repurchases; Item 8, Note 16 — Share-Based Compensation
  28. [28] Item 8, Note 8 — AMP Credits; Item 8, Report of Independent Registered Public Accounting Firm
  29. [29] Item 8, Note 8 — AMP Credits; Item 8, Report of Independent Registered Public Accounting Firm
  30. [30] Item 7, MD&A — Our Business; Item 8, Note 8 — AMP Credits
  31. [31] Item 7, MD&A — Our Business; Item 8, Note 8 — AMP Credits
  32. [32] Item 7, MD&A — Our Business; Item 8, Note 8 — AMP Credits
  33. [33] Item 8, Note 11 — Debt and Credit Agreements
  34. [34] Item 8, Note 11 — Debt and Credit Agreements
  35. [35] Item 7, MD&A — Key Financial Measures; Item 8, Consolidated Statements of Operations
  36. [36] Item 7, MD&A — Key Financial Measures; Item 8, Consolidated Statements of Operations
  37. [37] Item 7, MD&A — Our Business; Item 8, Consolidated Statements of Operations
  38. [38] Item 8, Consolidated Statements of Operations; Item 8, Note 3 — Net Income Per Share
  39. [39] Item 7, MD&A — Our Business; Item 8, Consolidated Statements of Operations
  40. [40] Item 8, Consolidated Statements of Operations; Item 8, Note 3 — Net Income Per Share
  41. [41] Item 7, MD&A — Results of Operations; Item 8, Consolidated Statements of Operations
  42. [42] Item 7, MD&A — Results of Operations; Item 8, Consolidated Statements of Operations
  43. [43] Item 7, MD&A — Results of Operations
  44. [44] Item 7, MD&A — Results of Operations
  45. [45] Item 7, MD&A — Results of Operations; Item 8, Consolidated Statements of Operations
  46. [46] Item 7, MD&A — Results of Operations; Item 8, Consolidated Statements of Operations
  47. [47] Item 7, MD&A — Our Business; Item 8, Note 4 — Sale of Manitowoc Industrial Fabrication Operations
  48. [48] Item 7, MD&A — Key Financial Measures
  49. [49] Item 7, MD&A — Key Financial Measures
  50. [50] Item 7, MD&A — Liquidity, Financial Position and Capital Resources; Item 8, Consolidated Statements of Cash Flows
  51. [51] Item 7, MD&A — Liquidity, Financial Position and Capital Resources; Item 8, Consolidated Statements of Cash Flows
  52. [52] Item 1, Business — Business and Operating Strategy
  53. [53] Item 1, Business — Business and Operating Strategy
  54. [54] Item 1, Business — Business and Operating Strategy
  55. [55] Item 1, Business — Business and Operating Strategy
  56. [56] Item 7, MD&A — Our Business; Item 7, MD&A — Key Financial Measures
  57. [57] Item 7, MD&A — Our Business; Item 7, MD&A — Key Financial Measures
  58. [58] Item 7, MD&A — Our Business
  59. [59] Item 7, MD&A — Our Business
  60. [60] Item 1, Business — Business and Operating Strategy
  61. [61] Item 1, Business — Regulation; Item 7, MD&A — Our Business; Item 8, Note 8 — AMP Credits
  62. [62] Item 7, MD&A — Results of Operations
  63. [63] Item 7, MD&A — Results of Operations
  64. [64] Item 1, Business — Employees
  65. [65] Item 1, Business — Employees
  66. [66] Item 1, Business — Employees
  67. [67] Item 1, Business — Employees; Item 1A, Risk Factors; Item 8, Note 13 — Commitments and Contingencies
  68. [68] Item 7, MD&A — Key Financial Measures; Item 8, Consolidated Statements of Cash Flows
  69. [69] Item 7, MD&A — Key Financial Measures; Item 8, Consolidated Statements of Cash Flows
  70. [70] Item 5, Market for Registrant's Common Equity — Repurchases; Item 8, Note 16 — Share-Based Compensation
  71. [71] Item 5, Market for Registrant's Common Equity — Repurchases; Item 8, Note 16 — Share-Based Compensation
  72. [72] Item 7, MD&A — Liquidity, Financial Position and Capital Resources; Item 8, Note 1 — Description of Business and Summary of Significant Accounting Policies
  73. [73] Item 7, MD&A — Liquidity, Financial Position and Capital Resources; Item 8, Note 1 — Description of Business and Summary of Significant Accounting Policies
  74. [74] Item 1, Business — Customers; Item 1A, Risk Factors
  75. [75] Item 1, Business — Business and Operating Strategy; Item 1A, Risk Factors
  76. [76] Item 1, Business — Regulation; Item 7, MD&A — Our Business; Item 8, Note 8 — AMP Credits
  77. [77] Item 1, Business — Regulation; Item 7, MD&A — Our Business
  78. [78] Item 7, MD&A — Key Financial Measures; Item 8, Note 11 — Debt and Credit Agreements
  79. [79] Item 8, Note 11 — Debt and Credit Agreements
  80. [80] Item 8, Note 15 — Income Taxes
  81. [81] Item 1A, Risk Factors; Item 8, Note 15 — Income Taxes
  82. [82] Item 7, MD&A — Our Business
  83. [83] Item 7, MD&A — Our Business
  84. [84] Item 7, MD&A — Our Business
  85. [85] Item 7, MD&A — Our Business
  86. [86] Item 7, MD&A — Our Business
  87. [87] Item 7, MD&A — Our Business
  88. [88] Item 7, MD&A — Our Business
  89. [89] Item 8, Consolidated Statements of Operations
  90. [90] Item 8, Consolidated Statements of Operations
  91. [91] Item 8, Consolidated Statements of Operations
  92. [92] Item 8, Consolidated Statements of Operations
  93. [93] Item 8, Consolidated Statements of Operations; Item 8, Note 3 — Net Income Per Share
  94. [94] Item 8, Consolidated Statements of Operations; Item 8, Note 3 — Net Income Per Share
  95. [95] Item 8, Consolidated Statements of Operations
  96. [96] Item 8, Consolidated Statements of Operations
  97. [97] Item 7, MD&A — Results of Operations
  98. [98] Item 7, MD&A — Results of Operations
  99. [99] Item 8, Consolidated Statements of Operations
  100. [100] Item 8, Consolidated Statements of Operations
  101. [101] Item 8, Consolidated Statements of Operations; Item 8, Note 4 — Sale of Manitowoc Industrial Fabrication Operations
  102. [102] Item 7, MD&A — Key Financial Measures
  103. [103] Item 7, MD&A — Key Financial Measures
  104. [104] Item 7, MD&A — Key Financial Measures
  105. [105] Item 7, MD&A — Key Financial Measures
  106. [106] Item 7, MD&A — Key Financial Measures; Item 8, Note 11 — Debt and Credit Agreements
  107. [107] Item 7, MD&A — Key Financial Measures; Item 8, Note 11 — Debt and Credit Agreements
  108. [108] Item 8, Consolidated Balance Sheets
  109. [109] Item 8, Consolidated Balance Sheets
  110. [110] Item 8, Note 17 — Segment Reporting
  111. [111] Item 8, Note 17 — Segment Reporting
  112. [112] Item 8, Note 17 — Segment Reporting
  113. [113] Item 8, Note 17 — Segment Reporting
  114. [114] Item 8, Note 17 — Segment Reporting
  115. [115] Item 8, Note 17 — Segment Reporting

Analysis on 6/21/2026