Points letter to stockholders outlining technique for reconfiguring the Board to make sure the Firm ends its persistent underperformance and captures the advantages of the Inflation Discount Act (IRA)

MILWAUKEE, Jan. 18, 2023 (GLOBE NEWSWIRE) — WM Argyle Fund (the “Fund”, “we”, or “our”), which owns 207,200 of the excellent widespread shares of Broadwind, Inc. (NASDAQ: BWEN) (“BWEN” or the “Firm”), as we speak introduced that it has nominated six extremely certified, unbiased candidates for election to the Firm’s Board of Administrators (the “Board”) on the 2023 Annual Assembly of Stockholders (the “Annual Assembly”). As well as, the Fund issued the under letter and launched the next website to accommodate stockholder assets: www.BWEN2023.com

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Fellow Stockholders,

We’re one of many largest stockholders of BWEN, holding a 207,200 share stake within the Firm. We constructed this place after watching the Firm underperform for a few years regardless of its potential. Over the past six months, we’ve got been making an attempt to work with the Board to debate vital efficiency points that have to be addressed so the Firm can obtain its potential. Specifically, they haven’t acted with urgency to make the Firm worthwhile, are burning money at an unsustainable fee, have diluted stockholders via fairness raises, and have incurred debt to fund the money burn. Sadly, they haven’t been keen to debate these points with us.

Whereas the 2-year $175 million wind tower order is welcome information, the Board merely doesn’t have a observe document of success that might make us imagine they’ll capitalize on the alternatives offered by the Inflation Discount Act (IRA). The fabrication enterprise has traditionally been the most effective performing enterprise unit; nevertheless, it couldn’t offset the bloated overhead and losses generated by the opposite enterprise models. We imagine there may be vital execution threat transferring ahead, and we query the Board’s capacity to handle all points of the Firm to the advantage of its Stockholders.

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It’s our honor to be firmly aligned with you as a fellow stockholder and to hunt to characterize your pursuits within the boardroom. We imagine within the long-term worth that may be unlocked at BWEN. Accordingly, we just lately determined to train our proper as a stockholder to appoint a full slate of extremely certified director candidates for election to the Firm’s Board on the Annual Assembly. This letter is meant to convey three key factors which can be expanded upon in subsequent sections:

1. From our perspective, the details pertaining to BWEN governance, operations, efficiency, and technique point out instant boardroom change is in stockholders’ greatest pursuits.

2. We imagine a reconfigured Board can implement a brand new technique for evolving BWEN from an underperforming manufacturing enterprise to a diversified, rising, and worthwhile clean-tech and mission essential gear platform

3. We wish to apply the nominees’ distinctive observe document of success in manufacturing companies to guide a metamorphosis of BWEN within the public market.

Our resolution to appoint a slate has been deliberate for some time and is about creating sustained worth for all BWEN stockholders. To be clear, we aren’t in search of to amass all or a part of the Firm. We aren’t in search of to take any steps which can be counter to your pursuits. We’re investing our personal power, capital, and time in a marketing campaign to ignite a brighter future for all of the Firm’s stakeholders.

Our director nominees have a observe document of success and operational execution. All of them have a background working at Bucyrus Worldwide. Bucyrus was a profitable international mining gear firm that was offered to Caterpillar (CAT) for $7.6 billion in 2011. Bucyrus excelled at manufacturing giant fabrications and gearing. These merchandise are central to what BWEN is constructed upon. Moreover, Bucyrus grew considerably within the span of a decade via natural development and prudent acquisitions. That is the method and track-record we wish to deliver to BWEN.

THE FACTS PERTAINING TO BWEN’S HISTORY

BWEN is an unsuccessful firm with nice potential. The present Board of BWEN suppose they’ll result in change regardless of already having over a decade to take action. They’ve signed earlier tower orders price tens of hundreds of thousands of {dollars} and but the Firm remains to be unprofitable. Additionally they have wasted tens of hundreds of thousands of {dollars} on acquisitions which have been written off. The execution threat is simply too excessive for this Board to remain in place.

All through BWEN’s historical past as a public firm, it has persistently promised a brighter future however has by no means delivered. Listed below are some details concerning the Firm.

• One worthwhile 12 months since 2008¹

• Collected a lifetime deficit of $346 million²

• Wrote off greater than two-thirds of all acquisitions³.

• Backlog fell from $311 million in 2012 to $106 million by 2021⁴

• Shareholder fairness fell 53% from 2012 to Q3-2022⁵

• Wrote off the $16.5 million Purple Wolf acquisition after 5 quarters⁶

• Stockholders diluted 36% since 2016⁷.

• Didn’t increase its buyer base; 5 clients nonetheless characterize 71% of gross sales⁸

Previous to enterprise our resolution to appoint our personal slate of administrators, we reached out to the Board to debate our considerations. We despatched letters beginning on July 25, 2022 and expressed the necessity for the Board to debate the problems we recognized and to nominate new administrators who may deliver a contemporary set of eyes and new concepts. Nevertheless, as a substitute of participating with one in all BWEN’s largest stockholders, they declined to debate any of the matters we proposed.

After making an attempt for a number of months to interact with the Board, they unilaterally appointed a brand new director on November 2, 2022. Of their rush to nominate a brand new director, they didn’t discover a candidate that brings new expertise and easily duplicated expertise already discovered on the Board. We view this appointment as a reactionary resolution by the Board that solely serves to show our governance considerations.

If the Board believes BWEN is heading in the right direction, we wish to know what customary they’re utilizing to make such a dedication. We aren’t satisfied the Board can successfully handle the Firm and don’t wish to threat the distinctive alternative that the IRA laws has introduced.

WE BELIEVE WE HAVE THE RIGHT PLAN AND INDIVIDUALS TO PRODUCE SUPERIOR LONG-TERM VALUE

Given BWEN’s distinct belongings, vital potential, and positioning in addressable markets, we imagine the Firm can evolve right into a diversified, rising, and worthwhile manufacturing platform for clean-tech and mission essential gear. To realize this, our nominees imagine a brand new set of strategic priorities is required. A high-level and preliminary overview of those priorities contains:

• Improve Company Governance – We imagine our nominees may help evolve BWEN right into a stronger enterprise by including contemporary views to the boardroom in addition to new experience in capital markets transactions, company governance, ecommerce, and manufacturing. Likewise, we’re dedicated to sustaining stockholder-friendly bylaws, modernized governance provisions and clear disclosures round matters comparable to capital allocation and government compensation.

• Optimize the Steadiness Sheet and Use of the NOL’s – Whereas being conscious to not over lever BWEN or threat the NOL’s, the reconstituted Board would search to acquire inexpensive financing that might enable the Firm to contemplate EBITDA-accretive acquisitions and prioritize natural development in present enterprise traces. The nominees have sturdy relationships with banks and lenders, so a aggressive course of can be run to acquire enhanced entry to capital.

• Assess Administration and Enhance Human Capital – If elected, our nominees would undertake an evaluation of administration’s capabilities to make sure the Firm has a management staff that may help our new technique. We imagine the perfect administration staff will embody people with deep expertise throughout engineering, manufacturing, gross sales, technique, and different development areas. Seeking to the long-term, the reconstituted Board would search to make sure BWEN is led by a everlasting administration staff that may take the present companies to higher margins whereas scaling the Firm throughout extra clients.

• Enhance the Creation of Mental Property – Spend money on the engineering perform to allow the creation of BWEN-owned Mental Property (IP). Controlling the IP of the merchandise the Firm makes will allow higher management over their manufacturing, service, efficiency, and ultimately can yield a stream of aftermarket income. If the IP just isn’t owned, then the enterprise is only a machine store that can at all times be combating with low-cost producers.

• Strengthen Present Enterprise Segments – If elected, our nominees would search to speed up price containment and natural funding within the gearing, fabrication, and company segments. The Firm’s historical past of unfavorable margins signifies extra must be completed to enhance bidding, cut back overhead and handle materials prices. Our nominees imagine this reinforces the necessity to prioritize higher-growth, increased margin alternatives present in service and aftermarket. We imagine that deploying extra capital to buyer acquisition, class enlargement, and sustaining a frictionless customer support franchise would yield increased returns for stockholders.

• Discover Accretive M&A to Complement Natural Progress – The Firm has the advantage of the base-level income of the present enterprise to construct upon. The reconstituted Board would help administration in in search of to safe extra contracts, in addition to put money into good, strategic acquisitions that propel the Firm right into a broader set of adjoining classes, together with service and aftermarket. Between rising the present platform and coming into new classes wanted by clients, we imagine the Firm may attain considerably extra income over the subsequent a number of years.

• Prioritize Clear Investor Relations – We imagine that enhancing disclosures and stockholder engagement may help be sure that the market correctly evaluates BWEN. We might host an annual investor day, conduct quarterly earnings calls with question-and-answer classes, publish the Firm’s new technique and key efficiency indicators in a steadily up to date deck and take steps to draw long-term institutional capital into the stockholder base.

Within the coming weeks, we look ahead to sharing extra element relating to our technique for unlocking the complete potential and worth of BWEN. We intend to difficulty a public presentation previous to this 12 months’s Annual Assembly to supply the market with a really clear sense of our plan, ways, and transition planning.

Within the meantime, I’m happy to share summarized biographies for the WM Argyle Fund six-member slate:

• Jay Armburger is a confirmed government with vital expertise in main engineering, analysis & improvement, gross sales and product administration for advanced manufactured merchandise.

  • At the moment Enterprise Improvement Supervisor and Chief Engineer – Underground Mining for Caterpillar Inc., answerable for innovation together with the commercialization of latest applied sciences and merchandise

  • Material knowledgeable for acquisition, divestiture, and integration for Useful resource Trade product portfolio

  • P&L accountability for a number of $100’s million enterprise unit

• Ken Bergman is a confirmed tax government with vital expertise for quite a few worthwhile billion- greenback publicly traded firms.

  • Oversaw strategic tax planning, tax compliance, decision of tax controversies, and tax-efficient money deployment

  • Generated $300 million in tax financial savings on a $1.3 billion acquisition

  • Vital expertise with progressive acquisition and divestiture buildings

• Ryan Bogenschneider is an investor and administration marketing consultant with market analysis and technique experience.

  • Led technique for Bucyrus and Mining Expertise Worldwide

  • Administration Advisor with expertise working with companies of all kinds of sizes

  • At the moment CEO of WM Argyle Fund, LLC

• Christine Candela is a Human Useful resource knowledgeable with over 25 years of expertise in all points of human assets.

  • At the moment Director, Compensation and Advantages, of IDEMIA, a worldwide expertise agency with over 15,000 staff

  • Expertise contains government compensation, variable pay, and fairness plans administration

  • Served as Chair of Profit Committees and a member of World Company HR management Groups

• Kristina Harrington is a pacesetter in aftermarket help to OEMs with 20 years of expertise.

  • At the moment COO of GenAlpha, a expertise firm that permits aftermarket development for OEMs

  • Vital worldwide expertise in capital items enterprise improvement together with aftermarket help

  • US. Navy Veteran

• James Robinson IV is a confirmed C-suite government and a authorized and M&A consultant with expertise that might be extraordinarily helpful to BWEN’s Board.

  • At the moment Managing Member of Newel Capital LLC

  • Former Senior Vice President and Secretary of the Kohler Firm

  • Former Common Counsel of Bucyrus Worldwide

  • Particular expertise concluding transformative M&A transactions, forging international strategic alliances, negotiating enterprise restructurings and recapitalizations, executing capital funding packages, and launching new companies

We thanks prematurely to your consideration and willingness to judge WM Argyle Fund’s plan and slate. To affix our mailing listing and share your views on BWEN, we invite you to go to www.BWEN2023.com.

Sincerely,
Ryan Bogenschneider

January 18, 2023

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Sure Info Regarding the Individuals

The WM Argyle Fund intends to file a preliminary proxy assertion and accompanying GREEN Common proxy card with the Securities and Alternate Fee for use to solicit votes for the election of its slate of extremely certified director nominees at BWEN’s 2023 Annual Assembly.

THE WM ARGYLE FUND STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The contributors within the solicitation are anticipated to be WM Argyle Fund, Jay Douglas Armburger, Ryan Bogenschneider, Kenneth H. Bergman, Christine M. Candela, Kristina A. Harrington, and James M. Robinson IV.

As of the date hereof, every of Mr. Bogenschneider, as a board member and CEO of WM Argyle Fund, and Mr. Armburger, as a board member of WM Argyle Fund, could also be deemed to beneficially personal 207,200 shares of widespread inventory of the Firm held by WM Argyle Fund. As of the date hereof, none of Mr. Bergman, Ms. Candela, Ms. Harrington, or Mr. Robinson beneficially owns any shares of Frequent Inventory.

Contacts

Buyers:

InvestorCom
John Glenn Grau, 203-972-9300
data@investor-com.com

Media:

Mahony Companions
Richard Mahony, 917-257-6811
data@mahonypartners.com

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¹ SEC Filings; 2021 web earnings was resulting from PPP mortgage forgiveness
² SEC Filings; Q3-2022 Collected Deficit
³ SEC Filings; Acquisitions embody Brad Foote, EMS, Badger, and Purple Wolf
⁴ SEC Filings; 2012 and 2021 Annual Experiences
⁵ SEC Filings; This fall-2012 and Q3-2022 quarterly studies
⁶ SEC Filings; Acquired Q1-2017, subsequent write downs in Q2-2018 and This fall-2018
⁷ SEC Filings; Q3-2016 to Q3-2022 shares excellent
⁸ SEC Filings; 2001 Annual Report