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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 13, 2024

_______________________________

BROADWIND, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-3427888-0409160
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

3240 South Central Avenue

Cicero, Illinois 60804

(Address of Principal Executive Offices) (Zip Code)

(708) 780-4800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueBWENThe NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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

 
 
Item 2.02. Results of Operations and Financial Condition.

On August 13, 2024, Broadwind, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended June 30, 2024.  The press release is incorporated herein by reference and is attached hereto as Exhibit 99.1.

The information contained in, or incorporated into, this Item 2.02 of this Current Report on Form 8-K (this “Report”), including Exhibit 99.1, is furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act regardless of any general incorporation language in such filings.

Please refer to Exhibit 99.1 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.

Item 7.01. Regulation FD Disclosure.

An Investor Presentation dated August 13, 2024, is incorporated herein by reference and attached hereto as Exhibit 99.2.

The information contained in, or incorporated into, this Item 7.01 of this Report, including Exhibit 99.2 attached hereto, is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.

This Report shall not be deemed an admission as to the materiality of any information in this Report that is being disclosed pursuant to Regulation FD.

Please refer to Exhibit 99.2 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
   
99.1 Press Release dated August 13, 2024   
99.2 Investor Presentation dated August 13, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

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

 BROADWIND, INC.
   
  
Date: August 13, 2024By: /s/ Eric B. Blashford        
  Eric B. Blashford
  President and Chief Executive Officer
(Principal Executive Officer)
  

 

EXHIBIT 99.1

Broadwind Announces Second Quarter 2024 Results

CICERO, Ill., Aug. 13, 2024 (GLOBE NEWSWIRE) -- Broadwind (Nasdaq: BWEN, or the “Company”), a diversified precision manufacturer of specialized components and solutions serving global markets, today announced results for the second quarter 2024.

SECOND QUARTER 2024 RESULTS

  • Total revenue of $36.5 million
  • Net income of $0.5 million, or $0.02 per diluted share
  • Total non-GAAP adjusted EBITDA of $3.6 million, or 10.0% of total revenue
  • Ratio of net debt to trailing twelve-month non-GAAP adjusted EBITDA of 1.1x as of June 30, 2024

Broadwind reported second quarter net income of $0.5 million, or $0.02 per diluted share, versus $1.4 million, or $0.07 per diluted share, in the prior year period. The Company reported adjusted EBITDA, a non-GAAP measure, of $3.6 million in the second quarter compared to $5.4 million in the prior-year period. For a reconciliation of GAAP to non-GAAP metrics, please see the appendix of this release.

Second quarter results benefited from a higher value sales mix, strong operational execution, and improved manufacturing efficiency, offset by broad softness in onshore wind, oil & gas and industrial demand. While revenue declined by more than 28% on a year-over-year basis in the second quarter, the Company effectively managed its operating leverage, resulting in a modest decline in non-GAAP adjusted EBITDA margin, compared to the prior year period.

Second quarter orders declined compared to the prior year period due to a pause in demand across most of our verticals. Total backlog was $139.1 million as of June 30, 2024, while the book-to-bill ratio was 0.5x for the second quarter of 2024.

As of June 30, 2024, Broadwind had total cash on hand and availability under the Company’s credit facility of $18.4 million, versus $22.4 million at the end of the first quarter of 2024.

MANAGEMENT COMMENTARY

“We continued to successfully navigate the ongoing transitional period for onshore wind demand by investing in technology, expanding within high-growth energy transition market adjacencies and driving improved productivity across our manufacturing footprint, resulting in continued operating leverage improvements during the quarter,” stated Eric Blashford, President and CEO of Broadwind.   “While our second quarter wind and oil & gas revenues were pressured, wind OEM customer outlooks are improving and order indication activity is accelerating in our non-wind markets, pointing toward improved order activity going into 2025.”

“Based on customer feedback, we believe that the trough in onshore wind demand is largely behind us, reinforcing our continued expectations for a meaningful improvement in demand through 2025 and 2026,” continued Blashford. “Our current focus on operational efficiency and expansion into higher growth energy transition market adjacencies, better positions us to benefit from attractive multi-year secular demand trends within energy transition and deliver above market-growth through the cycle.”

“While new order activity softened across our three segments, new order demand within mining and industrial markets accelerated this quarter,” continued Blashford. “We have been focused on improving our relationships with new and existing customers, which resulted in targeted new customer project wins during the quarter. Going forward, we will continue to build on our customer relationships within existing verticals and position for opportunistic expansion into new markets, such as aerospace and defense” stated Blashford.

“Our focus on operational efficiency and fixed cost management allowed us to deliver non-GAAP adjusted EBITDA margin of 10%, despite lower revenues,” stated Blashford. “In combination, these actions have contributed more than $4 million in annualized cost savings beginning in the first quarter 2024.   At the end of the second quarter, we had $18.4 million of available cash and liquidity to support our operations and continue to prioritize balance sheet discipline ahead of an acceleration in wind demand. As of June 30, 2024, our net leverage was 1.1x, well within our target range of at or below 2.0x.”

“Today, we introduced financial guidance for the third quarter 2024,” concluded Blashford.  “While wind tower demand is expected to remain muted over the near-term, we remain pleased with the pace of new order activity and performance within our other, non-wind markets, a dynamic we expect to continue as we move through the balance of 2024.”

SEGMENT RESULTS

Heavy Fabrications Segment
Broadwind provides large, complex and precision fabrications, and proprietary industrial processing equipment, to customers in a broad range of industrial markets. Key products include wind towers, industrial fabrications, including mining and material handling components and other frames/structures, and compressed natural gas pressure reducing systems.  

Heavy Fabrications segment sales declined by 42.2% to $19.6 million in the second quarter 2024, as compared to the prior-year period, primarily driven by a 58.0% decline in towers sections sold. The segment reported operating income of $1.6 million in the second quarter, as compared to operating income of $3.9 million in the prior year period. The segment non-GAAP adjusted EBITDA was $2.8 million in the second quarter, as compared to $5.0 million in the prior-year period.

Gearing Segment
Broadwind provides custom gearboxes, loose gearing, precision machining and heat treat services to a broad set of customers in diverse markets, including oil & gas production, surface and underground mining, wind energy, steel, material handling and other infrastructure markets.

Gearing segment sales declined by 4.8% to $10.5 million in the second quarter 2024, as compared to the prior year period, as growth in wind revenues was more than offset by softness across other markets served. The segment reported operating income of $0.5 million in the second quarter, compared to operating income of $0.3 million in the prior year period. The segment reported non-GAAP adjusted EBITDA of $1.2 million in the second quarter, versus $1.0 million in the prior-year period.

Industrial Solutions Segment
Broadwind provides supply chain solutions, light fabrication, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market as well as other clean technology markets.  

Industrial Solutions segment sales increased 3.1% to $6.5 million in the second quarter 2024, as compared to the prior year period, primarily driven by increased demand for aftermarket gas turbine content. The segment reported operating income of $0.6 million in the second quarter compared to operating income of $0.8 million in the prior year period. The segment reported non-GAAP adjusted EBITDA of $0.8 million in the second quarter, versus $1.0 million in the prior year period.

FINANCIAL GUIDANCE

Today, Broadwind introduced financial guidance for the third quarter 2024. The following financial guidance reflects the Company’s current expectations and beliefs. All guidance is current as of the time provided and is subject to change.

 Third Quarter 2024
$ in MillionsLowMidHigh
    
Total Revenue $36$37$38
Adjusted EBITDA$1.7$2.1$2.5
    

SECOND QUARTER 2024 RESULTS CONFERENCE CALL

Broadwind will host a conference call today, August 13, 2024, at 11:00 a.m. ET to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of the Company’s corporate website at https://investors.bwen.com/investors. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.

To participate in the live teleconference:
   
Live Teleconference: 877-407-9716
   
To listen to a replay of the teleconference, which will be available through Tuesday, August 20, 2024:
   
Teleconference Replay: 844-512-2921
Conference ID: 13747800
   

ABOUT BROADWIND

Broadwind (Nasdaq: BWEN) is a precision manufacturer of structures, equipment and components for clean tech and other specialized applications. With facilities throughout the U.S., our talented team is committed to helping customers maximize performance of their investments—quicker, easier and smarter. Find out more at www.bwen.com

NON-GAAP FINANCIAL MEASURES

The Company provides non-GAAP adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, share-based compensation and other stock payments, restructuring costs, impairment charges, proxy contest-related expenses and other non-cash gains and losses) as supplemental information regarding the Company’s business performance. The Company’s management uses this supplemental information when it internally evaluates its performance, reviews financial trends and makes operating and strategic decisions. The Company believes that this non-GAAP financial measure is useful to investors because it provides investors with a better understanding of the Company’s past financial performance and future results, which allows investors to evaluate the Company’s performance using the same methodology and information as used by the Company’s management. The Company's definition of adjusted EBITDA may be different from similar non-GAAP financial measures used by other companies and/or analysts.

FORWARD-LOOKING STATEMENTS

This release contains “forward-looking statements”—that is, statements related to future, not past, events— as defined in Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. We have tried to identify forward looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward looking statements. Forward-looking statements include any statement that does not directly relate to a current or historical fact. Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following: (i) our expectations and beliefs with respect to our financial guidance as set forth in this release; (ii) the impact of global health concerns on the economies and financial markets and the demand for our products; (iii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits, and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (iv) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (v) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (vi) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary; (vii) our ability to continue to grow our business organically and through acquisitions; (viii) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (ix) information technology failures, network disruptions, cybersecurity attacks or breaches in data security; (x) the sufficiency of our liquidity and alternate sources of funding, if necessary; (xi) our ability to realize revenue from customer orders and backlog (including our ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer); (xii) the economy and the potential impact it may have on our business, including our customers; (xiii) the state of the wind energy market and other energy and industrial markets generally, including the availability of tax credits, and the impact of competition and economic volatility in those markets; (xiv) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xvi) the effects of the change of administrations in the U.S. federal government; (xvii) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xviii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xix) the limited trading market for our securities and the volatility of market price for our securities; (xx) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); and (xxi) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of our most recently filed Form 10-K. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.


 
BROADWIND, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
 
     June 30, December 31,
      2024   2023 
ASSETS    
CURRENT ASSETS:    
 Cash $938  $1,099 
 Accounts receivable, net  14,172   19,231 
 AMP credit receivable  1,691   7,051 
 Contract assets  1,157   1,460 
 Inventories  38,802   37,405 
 Prepaid expenses and other current assets  2,390   3,500 
  Total current assets  59,150   69,746 
LONG-TERM ASSETS:    
 Property and equipment, net  46,266   47,123 
 Operating lease right-of-use assets, net  14,748   15,593 
 Intangible assets, net  1,733   2,064 
 Other assets  636   630 
TOTAL ASSETS $122,533  $135,156 
        
LIABILITIES AND STOCKHOLDERS' EQUITY    
CURRENT LIABILITIES:    
 Line of credit and current maturities of long-term debt $12,012  $5,903 
 Current portion of finance lease obligations  2,098   2,153 
 Current portion of operating lease obligations  1,987   1,851 
 Accounts payable  15,950   20,728 
 Accrued liabilities  4,347   6,477 
 Customer deposits  2,772   16,500 
  Total current liabilities  39,166   53,612 
LONG-TERM LIABILITIES:    
 Long-term debt, net of current maturities  5,945   6,250 
 Long-term finance lease obligations, net of current portion  3,481   3,372 
 Long-term operating lease obligations, net of current portion  14,872   15,888 
 Other  17   15 
  Total long-term liabilities  24,315   25,525 
COMMITMENTS AND CONTINGENCIES    
        
STOCKHOLDERS' EQUITY:    
 Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued    
 or outstanding  -   - 
 Common stock, $0.001 par value; 45,000,000 shares authorized; 22,259,496 and 21,840,301 shares issued as of June 30, 2024 and December 31, 2023, respectively  22   22 
 Treasury stock, at cost, 273,937 shares as of June 30, 2024 and December 31, 2023, respectively  (1,842)  (1,842)
 Additional paid-in capital.  400,377   399,336 
 Accumulated deficit  (339,505)  (341,497)
  Total stockholders' equity  59,052   56,019 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $122,533  $135,156 
        


 
BROADWIND, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
 
    Three Months Ended June 30, Six Months Ended June 30,
     2024   2023   2024   2023 
           
           
Revenues  $36,452  $50,843  $74,068  $99,716 
Cost of sales   30,886   42,510   61,865   84,407 
Gross profit   5,566   8,333   12,203   15,309 
           
OPERATING EXPENSES:        
Selling, general and administrative  4,143   5,952   8,537   11,478 
Intangible amortization  166   165   331   333 
 Total operating expenses  4,309   6,117   8,868   11,811 
Operating income  1,257   2,216   3,335   3,498 
           
OTHER EXPENSE, net:        
Interest expense, net  (726)  (751)  (1,258)  (1,239)
Other, net   4   (22)  7   (24)
 Total other expense, net  (722)  (773)  (1,251)  (1,263)
Net income before provision for income taxes  535   1,443   2,084   2,235 
Provision for income taxes  53   28   92   51 
NET INCOME  $482  $1,415  $1,992  $2,184 
          
NET INCOME PER COMMON SHARE - BASIC:       
Net income  $0.02  $0.07  $0.09  $0.10 
          
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC  21,783   21,091   21,689   20,981 
           
NET INCOME PER COMMON SHARE - DILUTED:       
Net income  $0.02  $0.07  $0.09  $0.10 
          
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED   22,003   21,409   21,904   21,390 
           


    
BROADWIND, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
    
     Six Months Ended June 30,
      2024  2023 
CASH FLOWS FROM OPERATING ACTIVITIES:   
 Net income $1,992 $2,184 
Adjustments to reconcile net cash used in operating activities:   
  Depreciation and amortization expense  3,314  3,167 
  Deferred income taxes  2  (5)
  Share-based compensation  576  409 
  Allowance for credit losses  (2) 16 
  Common stock issued under defined contribution 401(k) plan  595  648 
  (Gain) loss on disposal of assets.  (114) 48 
  Changes in operating assets and liabilities:   
   Accounts receivable  5,061  (11,794)
   AMP credit receivable  5,360  (6,729)
   Contract assets  302  (273)
   Inventories  (1,397) (4,293)
   Prepaid expenses and other current assets  1,111  147 
   Accounts payable  (4,328) 1,776 
   Accrued liabilities  (2,130) 1,367 
   Customer deposits.  (13,728) (4,190)
   Other non-current assets and liabilities  (41) 75 
Net cash used in operating activities  (3,427) (17,447)
       
CASH FLOWS FROM INVESTING ACTIVITIES:   
 Purchases of property and equipment  (2,534) (3,977)
 Proceeds from disposals of property and equipment  159  15 
Net cash used in investing activities  (2,375) (3,962)
       
CASH FLOWS FROM FINANCING ACTIVITIES:   
 Proceeds from line of credit, net  5,914  11,991 
 Proceeds from long-term debt  1,421  618 
 Payments on long-term debt  (681) (607)
 Payments on finance leases  (883) (1,113)
 Shares withheld for taxes in connection with issuance of restricted stock  (130) (117)
Net cash provided by financing activities  5,641  10,772 
       
NET DECREASE IN CASH  (161) (10,637)
CASH beginning of the period  1,099  12,732 
CASH end of the period $938 $2,095 
       


 
BROADWIND, INC. AND SUBSIDIARIES
SELECTED SEGMENT FINANCIAL INFORMATION
(IN THOUSANDS)
(UNAUDITED)
 
   Three Months Ended Six Months Ended
   June 30, June 30,
    2024   2023   2024   2023 
ORDERS:      
 Heavy Fabrications $9,138  $12,363  $20,359  $32,599 
 Gearing  4,704   5,813   15,150   18,206 
 Industrial Solutions  4,530   7,185   11,859   14,158 
 Total orders $18,372  $25,361  $47,368  $64,963 
          
REVENUES:      
 Heavy Fabrications $19,611  $33,944  $41,628  $65,537 
 Gearing  10,454   10,977   18,791   22,943 
 Industrial Solutions  6,463   6,270   14,456   11,692 
 Corporate and Other  (76)  (348)  (807)  (456)
 Total revenues $36,452  $50,843  $74,068  $99,716 
          
OPERATING INCOME/(LOSS):      
 Heavy Fabrications $1,557  $3,867  $3,601  $6,657 
 Gearing  482   348   508   929 
 Industrial Solutions  623   843   2,390   1,465 
 Corporate and Other  (1,405)  (2,842)  (3,164)  (5,553)
 Total operating profit (loss) $1,257  $2,216  $3,335  $3,498 
          


 
BROADWIND, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS)
(UNAUDITED)
       
Consolidated Three Months Ended June 30, Six Months Ended June 30,
   2024   2023   2024   2023 
Net Income $482  $1,415  $1,992  $2,184 
Interest Expense  726   751   1,258   1,239 
Income Tax Provision  53   28   92   51 
Depreciation and Amortization  1,718   1,562   3,314   3,167 
Share-based Compensation and Other Stock Payments  663   567   1,165   1,060 
Proxy Contest-Related Expenses  -   1,036   (10)  1,755 
Adjusted EBITDA (Non-GAAP). $3,642  $5,359  $7,811  $9,456 


Heavy Fabrications Segment Three Months Ended June 30, Six Months Ended June 30,
   2024   2023   2024   2023 
Net Income $1,699  $3,736  $4,287  $6,326 
Interest Expense  264   137   354   277 
Income Tax (Benefit) Provision  (408)  (5)  (1,038)  54 
Depreciation  1,022   856   1,933   1,714 
Share-based Compensation and Other Stock Payments  222   241   400   452 
Adjusted EBITDA (Non-GAAP) $2,799  $4,965  $5,936  $8,823 


Gearing Segment Three Months Ended June 30, Six Months Ended June 30,
   2024   2023   2024   2023 
Net Income $422  $273  $387  $774 
Interest Expense  53   67   106   140 
Income Tax Provision  7   8   14   15 
Depreciation and Amortization  553   556   1,093   1,152 
Share-based Compensation and Other Stock Payments  128   117   230   233 
Adjusted EBITDA (Non-GAAP) $1,163  $1,021  $1,830  $2,314 


Industrial Solutions Segment Three Months Ended June 30, Six Months Ended June 30,
   2024   2023   2024   2023 
Net Income $471  $681  $2,055  $1,210 
Interest Expense.  115   128   278   211 
Income Tax Provision  35   13   58   21 
Depreciation and Amortization.  106   92   205   186 
Share-based Compensation and Other Stock Payments  76   57   126   101 
Adjusted EBITDA (Non-GAAP) $803  $971  $2,722  $1,729 


Corporate and Other Three Months Ended June 30, Six Months Ended June 30,
   2024   2023   2024   2023 
Net Loss $(2,110) $(3,275) $(4,737) $(6,126)
Interest Expense.  294   419   520   611 
Income Tax Provision (Benefit)  419   12   1,058   (39)
Depreciation and Amortization  37   58   83   115 
Share-based Compensation and Other Stock Payments  237   152   409   274 
Proxy Contest-Related Expenses  -   1,036   (10)  1,755 
Adjusted EBITDA (Non-GAAP) $(1,123) $(1,598) $(2,677) $(3,410)

IR CONTACT

Noel Ryan, IRC
BWEN@val-adv.com

Exhibit 99.2

1 Broadwind | Investor Presentation 2023 Second Quarter 2024 Conference Call Presentation August 13, 2024

 

2 Broadwind | Investor Presentation 2023 SAFE HARBOR STATEMENT This document contains “forward looking statements” — that is, statements related to future, not past, events — as defined in Section 21 E of the Securities Exchange Act of 1934 , as amended, that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management . We have tried to identify forward looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward looking statements . Forward looking statements include any statement that does not directly relate to a current or historical fact . Our forward - looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following : (i) the impact of global health concerns on the economies and financial markets and the demand for our products ; (ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants, including the advanced manufacturing tax credits, and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States ; (iii) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units ; (iv) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow ; v) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary ; (vi) our ability to continue to grow our business organically and through acquisitions ; (vii) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows ; (viii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security ; ( ix ) the sufficiency of our liquidity and alternate sources of funding, if necessary ; (x) our ability to realize revenue from customer orders and backlog (including our ability to finalize the terms of the remaining obligations under a supply agreement with a leading global wind turbine manufacturer) ; (xi ) the economy and the potential impact it may have on our business, including our customers ; (xii) the state of the wind energy market and other energy and industrial markets generally, including the availability of tax credits, and the impact of competition and economic volatility in those markets ; (xiii) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities ; (xiv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers ; (xv) the effects of the change of administrations in the U . S . federal government ; (xvi) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions ; (xvii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986 , as amended ; (xviii) the limited trading market for our securities and the volatility of market price for our securities ; (xix) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future) ; and (xx) the impact of future sales of our common stock or securities convertible into our common stock on our stock price . These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1 A of our Annual Report on Form 10 - K for the year ended December 31 , 2023 , as supplemented by the risk factors set forth under the caption “Risk Factors” in Part II, Item IA of our Quarterly Report on Form 10 - Q for the quarter ended June 30 , 2024 . We are under no duty to update any of these statements . You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change . Accordingly, forward - looking statements should not be relied upon as a predictor of actual results .

 

2Q24 PERFORMANCE SUMMARY

 

4 Broadwind | Investor Presentation 2023 PERFORMANCE UPDATE Strategic Progress Points As of August 2024 Strengthened Liquidity and Balance Sheet. Total liquidity increased by more than $3 million y/y and TTM net leverage ratio declined by 0.9x y/y Consistent operational execution. Operational execution drove favorable operating leverage as Adj. EBITDA margins remained steady despite softer onshore demand. Opportunistic New Market Expansion. Targeted new customer relationships and receiving key certifications to participate in new high - growth verticals Introduced third quarter 2024 financial guidance. Continued momentum expected within non - wind verticals; early recovery in onshore wind tower demand to begin in late 2024 Investment Thesis Building a platform for profitable growth Second Quarter 2024 Investment Thesis Building a platform for profitable growth Building a profitable precision manufacturing platform to support growing demand for energy transition and renewables - focused specialty fabrications and technologies Passage of the IRA fundamentally transforming the margin and profitability profile of our business, with a decade of tax credit support under the legislation Building balanced exposure across both renewables and diverse end - markets , which provides more stability versus wind - only order flows Strengthening liquidity position due to the monetization of earned AMP tax credits Positioned to capitalize on a recovery in the domestic onshore wind market into 2025 - 2026 Targeted commercial expansion, improved operational execution Strong 2 Q24 Results Targeted cost reduction actions. Implemented $4 million of annualized cost reductions beginning in the first quarter 2024

 

5 Broadwind | Investor Presentation 2023 Operational excellence delivers solid operating leverage despite softer revenue generation CONSOLIDATED FINANCIAL PERFORMANCE Total Revenue ($MM) Gross Profit ($MM) Adjusted EBITDA ($MM) GAAP Net Income ($MM) Sustained operational discipline, productivity improvements and price discipline drive consistent margins amid soft demand Year - over - year revenue decline in Heavy Fabrications and Gearing segments driven by softer demand for wind and oil & gas markets, partially offset by growth in Industrial Solutions Gross margin decreased by 110 bps y/y to 15.3%, while Adjusted EBITDA margin decreased by 50 bps y/y to 10.0% on lower volumes Gross Margin rate +943 bps y/y to 17.8% Adj. EBITDA margin rate +904 bps y/y to 13.3% $8.3 $5.6 2Q23 2Q24 $50.8 $36.5 2Q23 2Q24 $5.4 $3.6 2Q23 2Q24 $1.4 $0.5 2Q23 2Q24

 

6 Broadwind | Investor Presentation 2023 Second Quarter 2024 HEAVY FABRICATIONS SEGMENT Solid operational execution supports consistent margin realization despite lower revenues Consistent margin realization despite lower revenue generation, given transitional pause in wind tower demand Segment EBITDA margin decreased 30bps y/y to 14.3% in 2Q24, on 42% lower revenue generation Sold 58 wind tower sections in 2Q24, a decline of 58% y/y Segment book - to - bill remained steady sequentially at 0.5x Segment backlog of $107 million as of 2Q24 Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) $12.4 $9.1 2Q23 2Q24 $5.0 $2.8 2Q23 2Q24 $33.9 $19.6 2Q23 2Q24 $206.5 $106.8 2Q23 2Q24

 

7 Broadwind | Investor Presentation 2023 Second Quarter 2024 GEARING SEGMENT Operational efficiencies drive improved margins and profitability Orders declined 19% y/y due to softer demand in industrial and steel markets Favorable quoting activity with new customers in new and existing end - markets due to enhanced process capabilities and commercial sales efforts EBITDA improvement driven by solid operational execution and favorable mix Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) $5.8 $4.7 2Q23 2Q24 $1.0 $1.2 2Q23 2Q24 $11.0 $10.5 2Q23 2Q24 $37.6 $18.1 2Q23 2Q24

 

8 Broadwind | Investor Presentation 2023 Second Quarter 2024 INDUSTRIAL SOLUTIONS SEGMENT Continued demand growth within the natural gas turbine market, building on the market recovery evidenced throughout 2022 - 2023 Continued organic revenue growth , supported by strong demand for aftermarket gas turbine content Segment revenue +3.1% y/y; segment EBITDA ($0.2) million y/y Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) EBITDA margin rate +1146 bps y/y to 15.5% $7.2 $4.5 2Q23 2Q24 $1.0 $0.8 2Q23 2Q24 $6.3 $6.5 2Q23 2Q24 $18.0 $14.1 2Q23 2Q24

 

9 Broadwind | Investor Presentation 2023 (1) On August 4, 2022, Broadwind entered into a $35.0 million Senior Secured Revolving Credit Facility (the “Credit Facility” ), including an optional $10.0 million accordion feature, and a $7.6 million Senior Secured Term Loan (the “Term Loan). The Term Loan bears interest at SOFR +2.5%; the Credit Facility bears interest at SOFR +2.0 - 2.5%, subject to the l evel of excess availability on the Credit Facility. Maintaining stable liquidity profile sufficient to support the long - term growth of the business Capital allocation priorities include debt reduction, organic investments in IP; and opportunistic investments in complementary, immediately accretive bolt - on acquisitions $18.4 million of cash and availability under credit facility as of 6/30/24, an increase of more than $3 million y/y Net leverage of 1.1x as of 6/30/24, down from 2.0x in the PY period Cash and LOC Availability at Quarter - End ($MM) Net Debt Outstanding (1) ($MM) Total Inventory ($MM) Second Quarter 2024 BALANCE SHEET UPDATE Total Net Operating Working Capital ($MM) $23.3 $22.6 2Q23 2Q24 $18.6 $34.3 2Q23 2Q24 $48.6 $38.8 2Q23 2Q24 $15.2 $18.4 2Q23 2Q24

 

10 Broadwind | Investor Presentation 2023 Introducing Third Quarter 2024 revenue and Adjusted EBITDA guidance Guidance supported by targeted commercial growth within high - value, growth - oriented fabrications markets, together with a targeted focus on asset optimization and operational discipline Assumes approximately 25% utilization at tower facilities in the third quarter 2024, as if no new tower orders were received Anticipate early indications of a recovery in onshore tower demand in late 2024 Total Revenue Range ($MM) Total Adjusted EBITDA Range ($MM) As of August 13, 2024 THIRD QUARTER 2024 FINANCIAL GUIDANCE $36 $38 Low High $1.7 $2.5 Low High

 

APPENDIX

 

12 Broadwind | Investor Presentation 2023 CORPORATE OVERVIEW We support the world’s energy transition as a leading independent producer of wind towers, gearing, custom fabrications, clean fuel processing systems and supply chain solutions Broadwind is a precision manufacturer of technologically advanced, high - value components and solutions for industrial clients. We are one of the leading independent wind tower manufacturers in the United States. Our most significant business serves the US domestic wind energy industry, with primary production facilities that are strategically located to meet our customers’ project needs. We also serve industrial customers in a diversified set of industrial markets including oil & gas, industrial, power generation, mining and construction. This strategic diversification allows us to leverage our manufacturing expertise to improve capacity utilization, expand our customer base and balance our exposure to the volatile demand in the US wind energy industry.

 

13 Broadwind | Investor Presentation 2023 What we do Precision manufacturing within wind sector and other diverse end - markets We provide large complex and precision fabrications to customers in a broad range of industrial markets, as well as proprietary clean fuel processing systems. Key products include wind towers, PRS units and industrial fabrications, which include components for mining, construction, marine, material handling and other applications Heavy Fabrications Segment 66% of 2023 Revenue We provide custom gearing, gearboxes and heat treat services to a broad set of customers in diverse markets, including oil and gas production, surface and underground mining, wind energy, steel, material handling and other infrastructure markets Gearing Segment 22% of 2023 Revenue We provide supply chain solutions, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine and solar power generation markets Industrial Solutions Segment 12% of 2023 Revenue Why we win Unique Value Proposition Proven engineering, product development and technical capabilities Expertise in manufacturing large, complex fabrications, gearing, and proprietary clean fuel processing systems Integrated design, sourcing, fabrication, machining, coating, assembly Stringent testing and quality capabilities Targeted, multi - industry focus Our manufacturing base Established Original Equipment Manufacturer (“OEM”) Relationships Our customer base Established OEM Relationships Manitowoc, WI Tower Manufacturing Industrial Fabrications Facility Abilene, TX Tower Manufacturing Industrial Fabrications Facility Cicero, IL Gear Manufacturing and Gearbox Repair Facility Pittsburgh, PA Gearbox Repair and Heat Treat Facility Sanford, NC Industrial Solutions and Gearbox Repair Facility OUR BUSINESS Building a platform sustained, profitable growth and long - term value creation

 

14 Broadwind | Investor Presentation 2023 INFLATION REDUCTION ACT IMPACT BENEFIT At full utilization, IRA could provide up to ~$30 million in incremental annual gross profit Broadwind is prepared to leverage the benefits of the IRA to create shareholder value The IRA serves to materially enhance tower production economics The IRA, which passed into law in 2022, provides critical industries, including those supporting the energy transition, with tax credits designed to accelerate a generational shift in the energy production mix from fossil fuels toward renewable energy, including wind. Included within section 45x of the IRA is a provision for a new advanced manufacturing tax credit Theoretical IRA Benefit to Broadwind Quantifying potential impact of the 45x advanced manufacturing credit Theoretical annual gross profit benefit to Broadwind $30 million Annual tower production @ 100% utilization (1) 325 towers Average MW per Tower (2) 3.1 avg. MW per tower Total Watts per MW 1,000,000 Cents Per Watt (3) $0.03 per watt Financial benefit of 45x credit per MW (4) $30,000 Average benefit per tower (5) $93,000 (1) Broadwind has an estimated 1,300 sections of annual optimal tower capacity; assuming each tower is four sections, the Company has the theoretical capacity to produce up to 325 towers (2) Common OEM platforms range from 2.8 to 3.4 MW per tower (3) As defined in the Inflation Reduction Act of 2022, section 45x (B)(2)(A)(0) (4) $0.03 x 1,000,000 watts per MW (5) Assuming average MW per tower of 3.1

 

15 Broadwind | Investor Presentation 2023 PASSAGE OF IRA SUPPORTS MULTI - YEAR INVESTMENT IN WIND Inflation Reduction Act of 2022 supports multi - decade decarbonization of domestic energy grid Broadwind is uniquely positioned to take advantage of the increased development activity driven by the IRA. Our Board and Management have deep knowledge of the wind market. IRA provides transformative, long - term funding for the entire energy ecosystem, including wind and solar The passage of the IRA extends tax credit availability into the mid - 2030s The wind industry is poised to capitalize on available domestic content tax credits, providing long - term support for multi - year investments in both onshore and offshore wind development We will seek to drive growth in excess of domestic onshore installation activity growth United States Onshore Wind Development Forecast (1) (Total GW Installed Annually, Includes Repowering (2024e - 2033e) (1) Wood Mackenzie Power & Renewables – Wind Power Outlook – Updated June 2024 6.7 10.1 13.7 15.2 15.9 16.2 15.4 15.4 16.0 16.1 2024e 2025e 2026e 2027e 2028e 2029e 2030e 2031e 2032e 2033e

 

16 Broadwind | Investor Presentation 2023 APPENDIX Balance Sheet

 

17 Broadwind | Investor Presentation 2023 APPENDIX Income Statement 2024 2023 2024 2023 Revenues…………………………………………………………………………………………………….. 36,452$ 50,843$ 74,068$ 99,716$ Cost of sales……………………………………………………………………………………………………….30,886 42,510 61,865 84,407 Gross profit…………………………………………………………………………………………….5,566 8,333 12,203 15,309 OPERATING EXPENSES: Selling, general and administrative…………………………………………………………………...……….4,143 5,952 8,537 11,478 Intangible amortization……………………………………………………………………………………..…166 165 331 333 Total operating expenses……………………………………………………………………………….4,309 6,117 8,868 11,811 Operating income ………………………………………………………………………………………………1,257 2,216 3,335 3,498 OTHER EXPENSE, net: Interest expense, net……………………………………………………………………………………….(726) (751) (1,258) (1,239) Other, net………………………………………………………………………………………………………4 (22) 7 (24) Total other expense, net…………………………………………………………………………………………….(722) (773) (1,251) (1,263) Net income before provision for income taxes………………………………………………………..535 1,443 2,084 2,235 Provision for income taxes……………………………………………………………………………….53 28 92 51 NET INCOME …………………………………………………………………………………………………482$ 1,415$ 1,992$ 2,184$ NET INCOME PER COMMON SHARE - BASIC: Net income ……………………………………………………………………………………………………………………………0.02$ 0.07$ 0.09$ 0.10$ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC………………………………………………..21,783 21,091 21,689 20,981 NET INCOME PER COMMON SHARE - DILUTED: Net income ……………………………………………………………………………………………………………………………0.02$ 0.07$ 0.09$ 0.10$ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED……………………………………………….22,003 21,409 21,904 21,390 Three Months Ended June 30, Six Months Ended June 30,

 

18 Broadwind | Investor Presentation 2023 APPENDIX Statement of Cash Flows

 

19 Broadwind | Investor Presentation 2023 APPENDIX GAAP to Non - GAAP Reconciliation Consolidated 2024 2023 2024 2023 Net Income……………..…………...……………………………………… 482$ 1,415$ 1,992$ 2,184$ Interest Expense…………………….……………………………………. 726 751 1,258 1,239 Income Tax Provision…………………………….....…………………… 53 28 92 51 Depreciation and Amortization………………..……………………………………………………1,718 1,562 3,314 3,167 Share-based Compensation and Other Stock Payments………………………………………………………………663 567 1,165 1,060 Proxy Contest-Related Expenses………....................…………… - 1,036 (10) 1,755 Adjusted EBITDA (Non-GAAP)…………………………. 3,642$ 5,359$ 7,811$ 9,456$ Three Months Ended June 30, Six Months Ended June 30, Heavy Fabrications Segment 2024 2023 2024 2023 Net Income……………………...…………………………….……. 1,699$ 3,736$ 4,287$ 6,326$ Interest Expense……………………………..……………………. 264 137 354 277 Income Tax (Benefit) Provision……..…………………...…………………… (408) (5) (1,038) 54 Depreciation……………………………………………………………… 1,022 856 1,933 1,714 Share-based Compensation and Other Stock Payments………………………………………………………………222 241 400 452 Adjusted EBITDA (Non-GAAP)…………………………….. 2,799$ 4,965$ 5,936$ 8,823$ Three Months Ended June 30, Six Months Ended June 30, Gearing Segment 2024 2023 2024 2023 Net Income……………………...……………………...……………. 422$ 273$ 387$ 774$ Interest Expense………………………...……………………………… 53 67 106 140 Income Tax Provision…………………...…………………… 7 8 14 15 Depreciation and Amortization………………………………………………………………553 556 1,093 1,152 Share-based Compensation and Other Stock Payments………………………………………………………………128 117 230 233 Adjusted EBITDA (Non-GAAP)……………………….. 1,163$ 1,021$ 1,830$ 2,314$ Three Months Ended June 30, Six Months Ended June 30, Industrial Solutions Segment 2024 2023 2024 2023 Net Income……………………...……...……………………………. 471$ 681$ 2,055$ 1,210$ Interest Expense……………………………………………………. 115 128 278 211 Income Tax Provision…………………...…………………… 35 13 58 21 Depreciation and Amortization……………………………………. 106 92 205 186 Share-based Compensation and Other Stock Payments………… 76 57 126 101 Adjusted EBITDA (Non-GAAP)……………………………… 803$ 971$ 2,722$ 1,729$ Three Months Ended June 30, Six Months Ended June 30, Corporate and Other 2024 2023 2024 2023 Net Loss………………………..……...……………………………. (2,110)$ (3,275)$ (4,737)$ (6,126)$ Interest Expense……………….…………………………………… 294 419 520 611 Income Tax Provision (Benefit) …………………..…………… 419 12 1,058 (39) Depreciation and Amortization………………………………………………………………37 58 83 115 Share-based Compensation and Other Stock Payments………………………………………………………………237 152 409 274 Proxy Contest-Related Expenses…………………………………...…………………….- 1,036 (10) 1,755 Adjusted EBITDA (Non-GAAP)……………………..……………. (1,123)$ (1,598)$ (2,677)$ (3,410)$ Three Months Ended June 30, Six Months Ended June 30,

 

20 Broadwind | Investor Presentation 2023 APPENDIX Segment - Level Data

 

21 Broadwind | Investor Presentation 2023 Please contact our investor relations team at BWEN@val - adv.com IR CONTACT

 

 

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Cover
Aug. 13, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 13, 2024
Entity File Number 001-34278
Entity Registrant Name BROADWIND, INC.
Entity Central Index Key 0001120370
Entity Tax Identification Number 88-0409160
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3240 South Central Avenue
Entity Address, City or Town Cicero
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60804
City Area Code 708
Local Phone Number 780-4800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol BWEN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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