Form 8-K - Current report

 

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)

_______________________________

Delaware	001-34278	88-0409160
(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)

[phone]

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	BWEN	The 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, 2024	By:	/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 Millions	Low	Mid	High
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
[e-mail]

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

 

 

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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