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 5, 2020  

BROADWIND, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware 001-34278 88-0409160
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

 

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 class Trading Symbol(s) Name of each exchange on which registered
Preferred Stock Purchase Rights 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5, 2020, Broadwind, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended June 30, 2020. 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.

Item 7.01. Regulation FD Disclosure.

An Investor Presentation dated August 5, 2020 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 5, 2020    
99.2   Investor Presentation dated August 5, 2020


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 5, 2020 By:  /s/ Eric B. Blashford        
    Eric B. Blashford
    President, Chief Executive Officer
(Principal Executive Officer)
   


EXHIBIT INDEX

EXHIBIT NUMBER   DESCRIPTION
     
99.1   Press Release dated August 5, 2020    
99.2   Investor Presentation dated August 5, 2020

EXHIBIT 99.1

Broadwind Announces Second Quarter 2020 Results

CICERO, Ill., Aug. 05, 2020 (GLOBE NEWSWIRE) -- Broadwind (NASDAQ: BWEN), a diversified precision manufacturer of specialized components and solutions serving global markets, today announced results for the second quarter 2020.

2Q20 HIGHLIGHTS

For the three months ended June 30, 2020, the Company reported total sales of $54.9 million, an increase of 33.4% when compared to the prior-year period.  Broadwind reported net income of $0.5 million, or $0.03 per basic share in the second quarter 2020, compared to a net loss of ($1.0) million, or ($0.06) per basic share, in the second quarter 2019.  The Company reported adjusted EBITDA of $2.9 million in the second quarter 2020, compared to $1.9 million in the prior-year period. 

Significant revenue growth in the Heavy Fabrications and Industrial Solutions segments more than offset a decline in Gearing segment revenue during the second quarter 2020.  Heavy Fabrications segment revenue increased by more than 50% on a year-over-year basis in the second quarter, driven by customer demand to support the expected increase of wind turbine installations and as a result of diversification traction in mining and other industrial markets.  Industrial Solutions segment revenue also increased by 50%, given increased demand for natural gas turbine components, while Gearing segment revenue declined by 25%, as select customers postponed scheduled purchases into future periods given general economic uncertainty resulting from the novel coronavirus (COVID-19). 

STRATEGY UPDATE

During the second quarter, Broadwind continued to execute on a multi-year strategy focused on (1) market expansion across key verticals (2) improved operating efficiency and plant utilization; and (3) disciplined capital management.

MANAGEMENT COMMENTARY

“Despite continued macro uncertainty related to the COVID-19 pandemic, our business performed well during the second quarter, guided by our long-term focus on end-market diversification, lean manufacturing processes and disciplined capital management,” stated Eric Blashford, CEO of Broadwind.  “Total revenue increased by more than 30% when compared to the prior-year period, resulting in our second consecutive quarter of profitability.  This strong performance was supported by broad-based revenue growth across our core wind, industrials, steel and natural gas turbine markets during the period.”

“To-date, we have booked approximately 90% of our optimal wind tower production capacity for the full-year 2020,” continued Blashford.  “We sold 320 wind tower sections during the second quarter, an increase of nearly 60% when compared to the year-ago period.  For the full-year 2020, we anticipate Broadwind will generate year-over-year growth in revenue, net income and adjusted EBITDA,” continued Blashford.  “We expect our financial performance in the second half of 2020 will be largely comparable to what we achieved during the first half of the year, with our internal forecast calling for strong sequential growth between the second and third quarters of 2020.”

“We believe the offshore wind market remains a significant, untapped opportunity for Broadwind,” continued Blashford.  “We are currently evaluating strategic alternatives that have the potential to provide an attractive entry point into offshore wind.  As an established producer of onshore wind towers, the transition to offshore represents a natural progression for our business, one with the potential to drive sustained demand for our expertise.”

“While we are encouraged by the demand drivers for wind energy and our diversification progress, demand within our markets has begun to soften, as customer projects are postponed due to the impact of COVID-19,” continued Blashford.  “Looking ahead, we anticipate this uncertainty will impact our fourth quarter results, with expectations for a recovery during the first half of 2021.”

“We exited the second quarter with cash and liquidity of nearly $22 million, up from $8 million in the prior-year period,” concluded Blashford. 

ORDERS AND BACKLOG

Total orders increased 17% to $39.6 million in the second quarter, versus $33.8 million in the first quarter 2020, supported by increased demand for wind towers.  Heavy Fabrications segment orders declined compared to the prior year quarter, as wind turbine original equipment manufacturers secured production capacity in advance of historical lead times, given expectations for a surge in new wind tower installations during 2020. 

Gearing segment orders declined sequentially mainly due to continued softness in domestic oil and gas production, a market that represented less than 15% of segment orders in the second quarter.  Other markets within the Gearing segment also realized lower new order demand, primarily due to delayed or reduced capital purchases by customers due to the general economic uncertainty resulting from the COVID-19 pandemic.  Industrial Solutions segment orders declined sequentially during the second quarter due to a modest decline in natural gas turbine orders.

Total backlog declined 12% sequentially in the second quarter to $112.1 million, as COVID-19 related delays postponed the timing of customer orders.  As of June 30, 2020, Heavy Fabrications represented approximately 76% of total Company backlog. 

SEGMENT RESULTS

Heavy Fabrications Segment
Broadwind provides large complex and precision fabrications to customers in a broad range of industrial markets.  Key products include wind towers and industrial fabrications, including mining and material handling components and other frames/structures. 

Heavy Fabrications segment sales increased by $14.6 million to $43.6 million in the second quarter, when compared to the prior year period, primarily due to strong demand for wind towers.  Total operating income increased $2.9 million to $3.2 million, when compared to the second quarter 2019.  Segment non-GAAP adjusted EBITDA increased $2.7 million to $4.2 million, when compared to the second quarter 2019.  Second quarter segment performance was primarily driven by growth in customer demand for wind towers.

Gearing Segment
Broadwind provides custom gearboxes, loose gearing 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 $2.3 million to $6.9 million in the second quarter, when compared to the year-ago period, due primarily to lower order intake from oil and gas customers.  The Gearing segment reported an operating loss of ($0.7) million, versus operating income of $0.9 million in the prior-year period. Segment non-GAAP adjusted EBITDA declined $1.6 million to ($0.1) million, when compared to the second quarter 2019.  Second quarter segment performance was driven by lower sales across each major end-market.  This decline was driven by the continuation of the COVID-19 pandemic and lower oil prices, which led customers to temporarily postpone orders and delay approximately $2.0 million of previously scheduled purchases into future periods. 

Industrial Solutions Segment
Broadwind provides supply chain solutions, inventory management, kitting and assembly services, primarily serving the combined cycle natural gas turbine market. 

Industrial Solutions segment sales increased by $1.5 million to $4.4 million in the second quarter, when compared to the year-ago period.  Total operating income increased by $0.2 million to $0.2 million in the second quarter, when compared to the prior-year period.  Segment non-GAAP adjusted EBITDA increased $0.2 million to $0.4 million, when compared to the second quarter 2019.  Second quarter segment performance was driven primarily by higher sales associated with new gas turbine content and improved operating efficiencies.

BALANCE SHEET

As of June 30, 2020, Broadwind had cash and availability under outstanding credit facilities of $2.1 million and $19.8 million, respectively.  Total cash and liquidity increased by $13.8 million to $21.9 million at June 30, 2020, when compared to June 30, 2019.

Total debt and finance leases were $25.3 million as of June 30, 2020. During the current year quarter, the Company received $9.1M of proceeds from the Paycheck Protection Program (PPP), which was established under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).  Under the terms of the CARES Act, the PPP loans, accrued interest and fees may be forgiven following a period of twenty-four weeks after PPP loan proceeds are received if they are used for qualifying expenses as defined by the Cares Act, which are subject to certain exclusions based on the number of full time equivalents retained and maintaining at least 75% of the level of compensation during the covered period.  The Company used the PPP loan proceeds to pay for payroll costs and on other eligible expenses, consistent with the terms of the PPP and plans to submit its forgiveness applications to its lender in Q3, 2020.

SECOND QUARTER 2020 CONFERENCE CALL

Broadwind will host a conference call today, August 5, 2020, 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 Broadwind’s website at www.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:
   
Domestic Live: 877-407-9716
International Live: 201-493-6779
   
To listen to a replay of the teleconference, which will be available through August 12, 2020:
 
Domestic Replay: 844-512-2921
International Replay: 412-317-6671
Conference ID: 13706212

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 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, 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. Forward looking statements include any statement that does not directly relate to a current or historical fact. 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.

Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions  with respect to the following, many of which are, and will be, amplified by the COVID-19 pandemic: (i) the impact of global health concerns, including the impact of the current COVID-19 pandemic 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 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) 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, in light of the COVID-19 pandemic; (v) our ability to continue to grow our business organically and through acquisitions, and the impairment thereto by the impact of the COVID-19 pandemic; (vi) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (vii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security, including with respect to any remote work arrangements implemented in response to the COVID-19 pandemic; (viii) the sufficiency of our liquidity and alternate sources of funding, if necessary; (ix) our ability to realize revenue from customer orders and backlog; (x) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (xi) the economy, including its stability in light of the COVID-19 pandemic, 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 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) our ability to utilize various relief options enabled by the CARES Act, including our ability to receive forgiveness of the PPP Loans; (xix) the limited trading market for our securities and the volatility of market price for our securities; 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 1A of our Annual Report on Form 10-K for the year ended December 31, 2019, as supplemented by our Current Report on Form 8-K filed April 17, 2020 . 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.

An attachment accompanying this release can be found at:
https://www.globenewswire.com/NewsRoom/AttachmentNg/a7adf909-b0b7-434b-b21a-c4c062b048e9




BROADWIND, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)

    June 30,   December 31,
      2020       2019  
ASSETS        
CURRENT ASSETS:        
Cash   $ 2,119     $ 2,416  
Accounts receivable, net     26,119       18,310  
Inventories, net     37,611       31,863  
Prepaid expenses and other current assets     1,739       2,124  
Total current assets     67,588       54,713  
LONG-TERM ASSETS:        
Property and equipment, net     46,382       46,940  
Operating lease right-of-use assets     19,490       15,980  
Intangible assets, net     4,553       4,919  
Other assets     439       314  
TOTAL ASSETS   $ 138,452     $ 122,866  
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
CURRENT LIABILITIES:        
Line of credit and other notes payable   $ 13,046     $ 12,917  
Current portion of finance lease obligations     1,032       546  
Current portion of operating lease obligations     1,582       1,326  
Accounts payable     21,901       21,876  
Accrued liabilities     5,096       4,911  
Customer deposits     21,716       22,717  
Total current liabilities     64,373       64,293  
LONG-TERM LIABILITIES:        
Long-term debt, net of current maturities     9,500       505  
Long-term finance lease obligations, net of current portion     1,769       673  
Long-term operating lease obligations, net of current portion     19,931       16,591  
Other     80       44  
Total long-term liabilities     31,280       17,813  
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; 30,000,000 shares authorized; 17,113,616 and 16,830,930 shares issued as of June 30, 2020 and December 31, 2019, respectively     17       17  
Treasury stock, at cost, 273,937 shares as of June 30, 2020 and December 31, 2019, respectively     (1,842 )     (1,842 )
Additional paid-in capital     383,917       383,361  
Accumulated deficit     (339,293 )     (340,776 )
Total stockholders' equity     42,799       40,760  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 138,452     $ 122,866  
         
         


BROADWIND, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

    Three Months Ended June 30,   Six Months Ended June 30,
      2020       2019       2020       2019  
                 
                 
Revenues   $ 54,926     $ 41,169     $ 103,560     $ 82,829  
Cost of sales     49,509       37,277       91,971       75,388  
Restructuring     -       -       -       12  
Gross profit     5,417       3,892       11,589       7,429  
                 
OPERATING EXPENSES:                
Selling, general and administrative     4,198       3,895       8,507       7,723  
Intangible amortization     184       203       367       406  
Total operating expenses     4,382       4,098       8,874       8,129  
Operating income (loss)     1,035       (206 )     2,715       (700 )
                 
OTHER EXPENSE, net:                
Interest expense, net     (474 )     (773 )     (1,147 )     (1,309 )
Other, net     (1 )     (16 )     (3 )     (17 )
Total other expense, net     (475 )     (789 )     (1,150 )     (1,326 )
                 
Net income (loss) before provision for income taxes     560       (995 )     1,565       (2,026 )
Provision for income taxes     31       23       83       34  
NET INCOME (LOSS)   $ 529     $ (1,018 )   $ 1,482     $ (2,060 )
                 
                 
NET INCOME (LOSS) PER COMMON SHARE - BASIC:                
Net income (loss)   $ 0.03     $ (0.06 )   $ 0.09     $ (0.13 )
                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC     16,761       16,046       16,678       15,917  
                 
NET INCOME (LOSS) PER COMMON SHARE - DILUTED:                
Net income (loss)   $ 0.03     $ (0.06 )   $ 0.09     $ (0.13 )
                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED     17,125       16,046       16,934       15,917  
                 
                 


BROADWIND, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

       
    Six Months Ended June 30,
      2020     2019  
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income (loss)   $ 1,482   $ (2,060 )
       
Adjustments to reconcile net cash used in operating activities:      
Depreciation and amortization expense     3,194     3,390  
Deferred income taxes     21     (5 )
Change in fair value of interest rate swap agreements     157     26  
Stock-based compensation     556     510  
Allowance for doubtful accounts     34     (12 )
Common stock issued under defined contribution 401(k) plan     -     392  
Gain on disposal of assets     -     (1 )
Changes in operating assets and liabilities, net of acquisition:      
Accounts receivable     (7,843 )   (2,806 )
Inventories     (5,748 )   (13,088 )
Prepaid expenses and other current assets     385     16  
Accounts payable     520     3,306  
Accrued liabilities     28     540  
Customer deposits     (1,001 )   (4,946 )
Other non-current assets and liabilities     (23 )   127  
Net cash used in operating activities     (8,238 )   (14,611 )
       
CASH FLOWS FROM INVESTING ACTIVITIES:      
Purchases of property and equipment     (929 )   (1,183 )
Proceeds from disposals of property and equipment     -     1  
Net cash used in investing activities     (929 )   (1,182 )
       
CASH FLOWS FROM FINANCING ACTIVITIES:      
Proceeds from line of credit     93,358     91,007  
Payments on line of credit     (92,768 )   (75,370 )
Proceeds from long-term debt     9,530     -  
Payments on long-term debt     (822 )   (462 )
Principal payments on finance leases     (428 )   (485 )
Net cash provided by financing activities     8,870     14,690  
        -  
       
NET DECREASE IN CASH     (297 )   (1,103 )
CASH beginning of the period     2,416     1,177  
CASH end of the period   $ 2,119   $ 74  
       
       


BROADWIND, INC. AND SUBSIDIARIES
SELECTED SEGMENT FINANCIAL INFORMATION
(IN THOUSANDS)
(UNAUDITED)

    Three Months Ended   Six Months Ended
    June 30,   June 30,
      2020       2019       2020       2019  
ORDERS:            
Heavy Fabrications   $ 31,401     $ 96,328     $ 46,916     $ 108,839  
Gearing     3,731       5,572       16,151       12,707  
Industrial Solutions     4,426       2,712       10,300       7,072  
Total orders   $ 39,558     $ 104,612     $ 73,367     $ 128,618  
                 
REVENUES:            
Heavy Fabrications   $ 43,614     $ 28,970     $ 81,983     $ 57,264  
Gearing     6,922       9,266       13,149       19,293  
Industrial Solutions     4,397       2,933       8,435       6,272  
Corporate and Other     (7 )     -       (7 )     -  
Total revenues   $ 54,926     $ 41,169     $ 103,560     $ 82,829  
                 
OPERATING PROFIT/(LOSS):            
Heavy Fabrications   $ 3,199     $ 318     $ 6,740     $ 96  
Gearing     (651 )     913       (912 )     2,300  
Industrial Solutions     217       28       410       (256 )
Corporate and Other     (1,730 )     (1,465 )     (3,523 )     (2,840 )
Total operating profit/(loss)   $ 1,035     $ (206 )   $ 2,715     $ (700 )
                 
                 


BROADWIND, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS)
(UNAUDITED)

Consolidated   Three Months Ended June 30,   Six Months Ended June 30,
      2020       2019       2020       2019  
Net Income/(Loss)   $ 529     $ (1,018 )   $ 1,482     $ (2,060 )
Interest Expense     474       773       1,147       1,309  
Income Tax Provision     31       23       83       34  
Depreciation and Amortization     1,581       1,628       3,194       3,390  
Share-based Compensation and Other Stock Payments     248       493       562       929  
Restructuring Costs     -       -       -       12  
Adjusted EBITDA (Non-GAAP)     2,863       1,899       6,468       3,614  


Heavy Fabrications Segment   Three Months Ended June 30,   Six Months Ended June 30,
      2020       2019       2020       2019  
Net Income/(Loss)   $ 2,467     $ 186     $ 5,165     $ (49 )
Interest Expense     89       63       194       129  
Income Tax Provision/(Benefit)     643       54       1,381       1  
Depreciation     939       978       1,903       2,073  
Share-based Compensation and Other Stock Payments     60       214       102       379  
Restructuring Expense     -       -       -       12  
Adjusted EBITDA (Non-GAAP)   $ 4,198     $ 1,495     $ 8,745     $ 2,545  


Gearing Segment   Three Months Ended June 30,   Six Months Ended June 30,
      2020       2019       2020       2019  
Net (Loss)/Income   $ (674 )   $ 796     $ (988 )   $ 2,096  
Interest Expense     20       113       70       195  
Income Tax Provision     2       4       6       9  
Depreciation and Amortization     503       483       1,015       965  
Share-based Compensation and Other Stock Payments     25       102       40       194  
Adjusted EBITDA (Non-GAAP) $ (124 )   $ 1,498     $ 143     $ 3,459  


Industrial Solutions Segment   Three Months Ended June 30,   Six Months Ended June 30,
      2020       2019       2020       2019  
Net Income/(Loss)   $ 197     $ 4     $ 356     $ (274 )
Interest Expense     10       -       10       1  
Income Tax Provision/(Benefit)     9       23       40       14  
Depreciation and Amortization     106       122       210       244  
Share-based Compensation and Other Stock Payments     31       13       50       26  
Adjusted EBITDA (Non-GAAP)   $ 353     $ 162     $ 666     $ 11  


Corporate and Other   Three Months Ended June 30,   Six Months Ended June 30,
      2020       2019       2020       2019  
Loss from continuing operations   $ (1,461 )   $ (2,004 )   $ (3,051 )   $ (3,833 )
Interest Expense     355       597       873       984  
Income Tax (Benefit)/Provision     (623 )     (58 )     (1,344 )     10  
Depreciation and Amortization     33       45       66       108  
Share-based Compensation and Other Stock Payments     132       164       370       330  
Adjusted EBITDA (Non-GAAP)   $ (1,564 )   $ (1,256 )   $ (3,086 )   $ (2,401 )


CORPORATE CONTACT

Jason Bonfigt
Investor@BWEN.com

Exhibit 99.2

 

2Q20 Results Conference Call Investor Presentation

 

 

SAFE - HARBOR STATEMENT 2 | Investor Presentation Broadwind obtained the industry and market data used throughout this presentation from our own research, internal surveys and studies conducted by third parties, independent industry associations or general publications and other publicly available information . Independent industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy or completeness of such information . Forecasts are particularly likely to be inaccurate, especially over long periods of time . We are not aware of any misstatements in the industry data we have presented herein, but estimates involve risks and uncertainties and are subject to change based on various factors beyond our control . Our forward - looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following, many of which are, and will be, amplified by the COVID - 19 pandemic : ( i ) the impact of global health concerns, including the impact of the current COVID - 19 pandemic 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 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) 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, in light of the COVID - 19 pandemic ; (v) our ability to continue to grow our business organically and through acquisitions, and the impairment thereto by the impact of the COVID - 19 pandemic ; (vi) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows ; (vii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security, including with respect to any remote work arrangements implemented in response to the COVID - 19 pandemic ; (viii) the sufficiency of our liquidity and alternate sources of funding, if necessary ; (ix) our ability to realize revenue from customer orders and backlog ; (x) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow ; (xi) the economy, including its stability in light of the COVID - 19 pandemic, 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 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) our ability to utilize various relief options enabled by the Coronavirus Aid, Relief and Economic Security Act (CARES Act), including our ability to receive forgiveness of the PPP Loans ; (xix) the limited trading market for our securities and the volatility of market price for our securities ; 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 , 2019 , as supplemented by our Current Report on Form 8 - K filed April 17 , 2020 . 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 . . This presentation contains non - GAAP financial information . We believe that certain non - GAAP financial measures may provide users of this financial information with meaningful comparisons between current results and results in prior operating periods . We believe that these non - GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain infrequently occurring or non - operational items that impact the overall comparability . Non - GAAP financial measures should be viewed in addition to, and not as an alternative to, our reported results prepared in accordance with GAAP . Please see our earnings release dated August 5 , 2020 for a reconciliation of certain non - GAAP measures presented in this presentation .

 

 

PERFORMANCE OVERVIEW

 

 

2Q20 EXECUTIVE SUMMARY 4 | Investor Presentation 1. Net Income increased $1.5 million y/y to $0.5 million > Earnings per share of $0.03 in 2Q20 vs. ($0.06) in 2Q19, second consecutive profitable quarter 2. Total Revenue +33 % y/y to $54.9 million: Improved demand from wind, industrial and natural gas turbine markets > Wind market sales increased by more than $11.0 million on a y/y basis; wind tower sections sold up ~60 % y/y to highest level since 1Q17 3. Continued Margin Expansion: Gross Margin +40 bps y/y; Operating Margin +240 bps y/y > Benefit from improved plant utilization and operating efficiencies 4. Total Adjusted EBITDA +$1.0 million y/y to $2.9 million > TTM Adjusted EBITDA of $10.1 million vs. $2.1 million in prior - year TTM period 5. Total backlog (12%) sequentially: Timing of customer orders delayed by COVID - 19 > O&G Customers delaying scheduled deliveries, Wind Tower deliveries on track 6. Total orders +17% sequentially: Strength in Heavy Fabrications offset softness in Gearing > 90% of FY20 optimal Tower capacity booked, discussing 2021 production with multiple customers > Cyclical end markets down since COVID - 19

 

 

5 | Investor Presentation 10. Total cash and availability of $22 million as of 6/30/20; up nearly $14 million y/y > Continued focus on disciplined working capital management 8. Gearing revenue (25%) y/y: COVID - 19 impacted customer capex and project timing > Broad - based softness due to pause in customer orders and weakness in OG markets > Cost structure actions being taken; deferring capital investments 9. Industrial Solutions revenue +50% y/y: Growth through diversification > Improved y/y growth due to strong demand from the natural gas turbine market 11. Anticipate y/y growth in Revenue, Net Income and Adjusted EBITDA in the Full - Year 2020 > Given current market uncertainty, not providing detailed financial guidance at this time, but expect 2H to resemble 1H 2Q20 EXECUTIVE SUMMARY (Continued) 7. Heavy Fabrications revenue +50% y/y: Acceleration in tower sections demand and diversification progress > Tower plants operating near 100% of optimal production capacity > ~$ 6M of Industrial Fabrication revenue in 2Q20; delivering against our long - term diversification strategy

 

 

KEY FINANCIAL DATA Y/Y Growth In Revenue, Gross Profit, Adjusted EBITDA and EPS 6 | Investor Presentation Total Revenue ($MM) Gross Profit ($MM) Adjusted EBITDA ($MM) Earnings Per Share > Second consecutive quarter of profitability; Generated net income of $0.5 MM or $0.03 per share in 2Q20 Sustained Profitability > Y/Y expansion in gross margin, operating margin and Adj EBITDA margin Positive Margin Trend Diversification Continues > Increased demand from the wind tower, industrials, steel and natural gas turbine markets $41.2 $54.9 $141.5 $198.9 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $3.9 $5.4 $8.4 $19.6 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $1.9 $2.9 $2.1 $10.1 2Q19 2Q20 TTM 2Q19 TTM 2Q20 ($0.06) $0.03 ($0.97) ($0.06) 2Q19 2Q20 TTM 2Q19 TTM 2Q20

 

 

HEAVY FABRICATIONS SEGMENT Approximately 90% of Full - Year 2020 Optimal Tower Production Capacity in Backlog 7 | Investor Presentation Revenue ($MM) Adjusted EBITDA ($MM) Orders ($MM) Backlog ($MM) Strong Visibility > 2020 Tower production is secured, pursuing orders for 2021 production Revenue Growth > Heavy Fabrications revenue +50% y/y in 2Q20 due to strong Wind Tower and Industrial Fabrication demand Improved Margin Capture > Adj. EBITDA margin increased 450 bps y/y to 9.6% in 2Q20 $29.0 $43.6 $88.2 $153.4 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $1.5 $4.2 $2.0 $12.9 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $96.3 $31.4 $117.8 $117.7 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $120.7 $97.4 $85.2 2Q19 1Q20 2Q20 6/30/19 3/31/20 6/30/20 Orders/Backlog > Combination of pre - ordering in 1H19 and COVID - 19 impact resulted in y/y decline in orders and backlog

 

 

HEAVY FABRICATIONS SEGMENT Demand For Tower Sections 8 | Investor Presentation Total Tower Sections Sold (Number of Sections) Note: In December 2019, the United States production tax credit for renewable wind projects was extended for one - year, pursuant to a year - end 2019 appropriations bill, from January 1, 2020 to January 1, 2021. As a result of the new legislation, the PTC will subsidize wind projects commenced as late as 2020 and completed by 2024, or later, if continuous co nst ruction can be demonstrated. +84% y/y +372% y/y +66% y/y +59% y/y 132 243 64 302 188 312 201 320 3Q18 3Q19 4Q18 4Q19 1Q19 1Q20 2Q19 2Q20

 

 

GEARING SEGMENT COVID - 19 Impacted Timing of Customer Project Spend and New Orders 9 | Investor Presentation Revenue ($MM) Adjusted EBITDA ($MM) Orders ($MM) Backlog ($MM) COVID - 19 Negative Impacts > Shift in focus to industrial and steel markets did not offset Oil/Gas and mining weakness > Customers delayed nearly $2MM of deliveries into 2H ‘20 Backlog Stable $9.3 $6.9 $40.2 $28.7 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $1.5 ($0.1) $6.0 $2.3 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $5.6 $3.7 $32.8 $28.9 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $17.1 $20.5 $17.4 2Q19 1Q20 2Q20 6/30/19 3/31/20 6/30/20 > End - market diversification has translated into minimal y/y decline in backlog, despite softness in Oil/Gas markets

 

 

INDUSTRIAL SOLUTIONS SEGMENT Natural Gas Turbine Market Driving Revenue Growth 10 | Investor Presentation Revenue ($MM) Adjusted EBITDA ($MM) Orders ($MM) Backlog ($MM) Positive KPI Trend > Y/Y improvement in 2Q20 and TTM Revenue, Adjusted EBITDA Strong Order Growth $2.9 $4.4 $13.2 $16.8 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $0.2 $0.4 ($1.1) $1.1 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $2.7 $4.4 $14.5 $19.4 2Q19 2Q20 TTM 2Q19 TTM 2Q20 $6.9 $9.5 $9.5 2Q19 1Q20 2Q20 6/30/19 3/31/20 6/30/20 > Natural gas turbine orders up more than 60% y/y in 2Q20 > Backlog +38% y/y, supported by demand for natural gas turbine components Realization of Efficiencies > Cost reduction efforts over the past year have contributed to improved margin realization

 

 

BALANCE SHEET UPDATE Improved Operational Performance / Working Capital Initiatives Bolstering Liquidity 11 | Investor Presentation Total Cash and Availability on Credit Facility ($MM) Operating Working Capital as a % of Sales (1) (1) Operating working capital divided by T3M annualized sales 6/30/18 9/30/18 12/31/18 3/31/19 6/30/19 9/30/19 12/31/19 3/31/20 6/30/20 6/30/18 9/30/18 12/31/18 3/31/19 6/30/19 9/30/19 12/31/19 3/31/20 6/30/20 $9.7 $6.0 $11.5 $7.6 $8.1 $19.2 $19.0 $19.0 $21.9 10% 14% 5% 11% 13% 3% 3% 5% 9%

 

 

MANAGEMENT OUTLOOK

 

 

COVID - 19 BUSINESS RESPONSE We Continue to Monitor the Potential Impact of the Pandemic on o ur Business 13 | Investor Presentation Employee Health & Safety Liquidity Profile Business Continuity > The Company remains in full compliance with all debt covenants > The Company received a Paycheck Protection Program loan in April; planning to submit forgiveness application in 3Q20 > This loan was necessary to protect our employees and business due to the uncertainty of the impact to our workforce , maintain production at our plants, customer demand and global supply chain response > Our business is considered critical and essential infrastructure by the U.S. Department of Homeland Security > All facilities are considered essential businesses; are currently open and operating > Order rates have declined since the COVID - 19 outbreak > We are closely monitoring the potential impact of the novel coronavirus (COVID - 19) on our operations, customers and supply chain > We have adopted all necessary and appropriate virus prevention protocols consistent with the recommendations provided by the U.S. Centers for Disease Control and Prevention

 

 

DEMAND OUTLOOK BY END - MARKET Customer Guidance Drives Our Outlook 14 | Investor Presentation > TTM Revenue > 69% > Sector Outlook > Positive > Customer Feedback > Near to medium term strength > Tax equity financing challenges + project delays due to COVID - 19 > TTM Revenue > 8% > Sector Outlook > Positive/Neutral > Customer Feedback > Manitowoc deep - water port and manufacturing competencies are strategic advantages > Focused on Material Handling > TTM Revenue > 8% > Sector Outlook > Positive > Customer Feedback > Primary customer regaining share in the near term > TTM Revenue > 9% > Sector Outlook > Neutral > Customer Feedback > Strong Q1 orders, weakened in Q2 > TTM Revenue > 5% > Sector Outlook > Negative > Customer Feedback > Customers deferring purchases > Frac fleets / North America capex declining rapidly > TTM Revenue > 1% > Sector Outlook > Negative > Customer Feedback > Infrastructure bill would be meaningful Wind Sector Industrial/Other Sector Power Generation Sector Mining Sector Oil & Gas Sector Construction Sector

 

 

U.S. WIND SECTOR FORECAST Onshore Ramp Occurring; Offshore Ramp Accelerating 2023 - 2025 15 | Investor Presentation U.S. Wind Power Onshore and Offshore Capacity Installations (Annual On - Shore GW Installed) (1) (1) Source: Wood MacKenzie 2Q20 Wind Sector Outlook; wind values include new build and repowering (2) On May 27, 2020, the Internal Revenue Service issued Notice 2020 - 41 , providing taxpayers with relief for purposes of satisfying the beginning - of - construction requirement for qualifying production tax credit (PTC) and investment tax credit (ITC) projects, including wind and solar projects. Specifically, the IRS notice provides (1) a one - year extension to the Continuity Safe Harbor for projects that began construction in 2016 or 2017, and (2) a new safe harbor for satisfying the 3 - 1/2 Month Rule for property or services purchased after Sept. 15, 2019, and received by the taxpayer no later t han Oct. 15, 2020. Onshore Update > COVID - 19 is compounding federal permit delays, pushing ~1 GW of offshore wind from 2023 into 2024 - 25; states continue to plan solicitations, leading to an overall upgrade through 2029 Offshore Update > PTC extension expected to drive strong demand in 2021 > Federal guidance giving an extra year to bring projects online without jeopardizing tax credits (1) CY18 CY19 CY20 E CY21 E CY22 E CY23 E CY24 E CY25 E CY26 E CY27 E CY28 E CY29 E United States Onshore Wind Energy (GW) United States Offshore Wind Energy (GW) 8.0 10.3 15.0 14.0 6.9 6.2 9.8 7.6 7.8 8.6 8.7 8.8

 

 

KEY INITIATIVES BY SEGMENT Positioned For Profitable Growth 16 | Investor Presentation > Sell ’21 tower capacity and expand tower and repowering customer base > Add production capabilities and complete key systems upgrades to maximize profitability > Move forward with assessment of offshore wind market opportunities > Expand Industrial Fabrication product line customer base > Leverage strengthened engineering and supply chain organization to support evolving tower market > Take continuous improvement actions to ensure "zero defect" quality ratings Heavy Fabrications Segment Continued growth in both wind and non - wind markets > Accelerate end - market diversification beyond oil/gas gearing market > Strengthen engineering and sales resources > Grow custom gearbox business; expand repair business geographically > Leverage recently completed systems initiatives to maximize profitability Gearing Segment Focused on Gearbox market share growth, increase weighting in less cyclical end - markets > Continue core focus on gas turbine market, while expanding customer base > Pursue clean tech growth opportunities > Leverage BWEN engineering and business development resources Industrial Solutions Segment Heavily focused on revenue diversification within gas turbines and growth in clean tech

 

 

INVESTMENT THESIS Diversified Precision Manufacturer Serving Clean Tech and Industrial Applications 17 | Investor Presentation 1. Leading precision manufacturer with a diversified industry focus > Heritage is in the renewable sector ( e.g., Wind); future includes mining, oil/gas, power gen, material handling, construction and industrial 2. Multi - year revenue diversification initiative gaining momentum > Annual revenue outside the wind sector is $65 million, customer concentration improving > Plant utilization dramatically improving; non - wind revenue has increased by nearly 3x since 2016 5. Liquidity profile improving; Total cash and availability of $22 million as of 6/30/20 3. Extension of PTC and recent trade case findings provide major catalyst for Heavy Fabrications > Demand for renewable energy driven by government incentives and corporate ESG initiatives 4. Clean tech play positioned for profitable growth > Base wind business remains strong; off - shore wind remains a key growth opportunity > Supportive of customer and end market diversification strategy; opportunistic acquisitions and organic growth investments

 

 

APPENDIX

 

 

EXHIBIT A Orders, Revenues and Operating Income (Loss) By Segment 19 | Investor Presentation Three Months Ended Six Months Ended 2020 2019 2020 2019 ORDERS: Heavy Fabrications………………………………………………………………31,401$ 96,328$ 46,916$ 108,839$ Gearing………………………………………………………………3,731 5,572 16,151 12,707 Industrial Solutions………………………………………………………………4,426 2,712 10,300 7,072 Total orders………………………………...………………39,558$ 104,612$ 73,367$ 128,618$ REVENUES: Heavy Fabrications………………………………………………………………43,614$ 28,970$ 81,983$ 57,264$ Gearing………………………………………………………………6,922 9,266 13,149 19,293 Industrial Solutions………………………………………………………………4,397 2,933 8,435 6,272 Corporate and Other……………………………………………………………(7) - (7) - Total revenues…………………………………..……………………54,926$ 41,169$ 103,560$ 82,829$ OPERATING PROFIT/(LOSS): Heavy Fabrications………………………………………………………………3,199$ 318$ 6,740$ 96$ Gearing………………………………………………………………(651) 913 (912) 2,300 Industrial Solutions………………………………………………………………217 28 410 (256) Corporate and Other……………………………………………………………(1,730) (1,465) (3,523) (2,840) Total operating profit/(loss)……………………………………1,035$ (206)$ 2,715$ (700)$ June 30, June 30,

 

 

EXHIBIT B GAAP to Non - GAAP Consolidated Adjusted EBITDA Reconciliation 20 | Investor Presentation Consolidated 2020 2019 2020 2019 Net Income/(Loss)……………………...……………………………. 529$ (1,018)$ 1,482$ (2,060)$ Interest Expense…………………….……………………………………. 474 773 1,147 1,309 Income Tax Provision…………………………….....…………………… 31 23 83 34 Depreciation and Amortization………………..……………………………………………………1,581 1,628 3,194 3,390 Share-based Compensation and Other Stock Payments………………………………………………………………248 493 562 929 Restructuring Costs…………………………………...……………………. - - - 12 Adjusted EBITDA (Non-GAAP)…………………………. 2,863$ 1,899$ 6,468$ 3,614$ Three Months Ended June 30, Six Months Ended June 30,

 

 

EXHIBIT C GAAP to Non - GAAP Adjusted EBITDA Reconciliation By Segment 21 | Investor Presentation

 

 

EXHIBIT C (Continued) GAAP to Non - GAAP Adjusted EBITDA Reconciliation By Segment 22 | Investor Presentation

 

 

Please contact our investor relations team at Investor@BWEN.com IR CONTACT