8-K
BROADWIND, INC. (BWEN)
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 12, 2025
_______________________________
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)
(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 |
|---|---|---|
| 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 12, 2025, Broadwind, Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended June 30, 2025. 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 12, 2025, 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 12, 2025 |
| 99.2 | Investor Presentation dated August 12, 2025 |
| 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 12, 2025 | By: | /s/ Eric B. Blashford |
| Eric B. Blashford | ||
| President and Chief Executive Officer<br>(Principal Executive Officer) |
EdgarFiling EXHIBIT 99.1
Broadwind Announces Second Quarter 2025 Results
CICERO, Ill., Aug. 12, 2025 (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 2025.
SECOND QUARTER 2025 RESULTS
- Total revenue of $39.2 million, +7.6% y/y
- Net loss of ($1.0) million, or ($0.04) per diluted share
- Total non-GAAP adjusted EBITDA of $2.1 million, or 5.3% of total revenue
- Total orders of $21.0 million, +14% y/y, as of June 30, 2025
Broadwind reported a net loss of ($1.0) million, or ($0.04) per diluted share in the second quarter 2025, compared to net income of $0.5 million, or $0.02 per diluted share, in the second quarter 2024. The Company reported adjusted EBITDA, a non-GAAP measure, of $2.1 million in the second quarter compared to $3.6 million in the prior year period. For a reconciliation of GAAP to non-GAAP metrics, please see the appendix of this release.
Revenue increased 7.6% on a year-over-year basis in the second quarter, due primarily to increased sales in the wind and industrial verticals. Revenue in the Heavy Fabrications segment increased 27.4% compared to the prior year period, primarily due to increased demand for wind tower sections and repowering adapters, partially offset by lower demand from mining customers. In the Gearing segment, revenue declined primarily due to lower demand within the domestic energy markets. Within the Industrials Solutions segment, revenue increased due to stronger order intake for natural gas turbine content.
Total orders increased 14% in the second quarter, when compared to the prior year period, benefiting from increased demand from power generation and oil & gas customers, partially offset by lower orders from the industrial, wind, and mining end-markets. For the third consecutive quarter, the Industrial Solutions segment set records for both orders and backlog due to increased demand for natural gas turbine content. The consolidated backlog decreased 31.5% on a year-over-year basis to $95.3 million as of June 30, 2025.
At the end of the second quarter, Broadwind had total cash on hand and availability under its credit facility of $14.9 million. The Company’s ratio of net debt to trailing twelve month Adjusted EBITDA was 3.0x at the end of the second quarter 2025, versus 1.4x at the end of the first quarter 2025. The sequential increase in the Company’s net leverage ratio is related to a near-term increase in working capital requirements related to fulfilling a temporary increase in wind tower volume.
MANAGEMENT COMMENTARY
“Our second quarter results reflect clear progress in our strategy to diversify into higher value precision manufacturing end markets, while also benefiting from increased demand for wind related content,” stated Eric Blashford, President and CEO of Broadwind. “Our disciplined execution has positioned us to capture tailwinds from accelerating customer investments in power generation and electrification, consistent with our long-term value creation strategy.”
“In June, we announced the pending sale of our industrial fabrication operations in Manitowoc, Wisconsin,” continued Blashford. “This transaction represents a meaningful step forward in optimizing our footprint, enhancing balance sheet optionality, and sharpening our strategic focus within stable, higher-margin precision manufacturing verticals. “This transaction, which remains on pace to close during the third quarter 2025, is expected to add approximately $13 million of cash to our balance sheet, while reducing costs by an estimated $8 million annually.”
“Customer activity continues to strengthen, led by demand for natural gas turbine content and for the oil & gas aftermarket,” continued Blashford. “In July, we built on this momentum with a $6 million follow-on order for gearing products. Given lead times associated with these orders, we anticipate deliveries to commence beginning in early 2026.”
“Our focus on lean operations and cost discipline has enhanced our operating leverage,” continued Blashford. “However, in the second quarter of 2025, margins were temporarily impacted by early production process inefficiencies at our Manitowoc and Abilene facilities, additional overhead to support increased production volumes within the wind and power generation verticals, and lower capacity utilization levels within our Gearing segment. We expect profitability to improve as production normalizes throughout the duration of the year.”
“Looking ahead, we believe our 100% domestic production footprint, advanced precision manufacturing capabilities, continued expansion into diverse, higher-value end markets, and recent strategic actions to enhance balance sheet flexibility and reduce fixed overhead position Broadwind for sustained profitable growth and long-term value creation,” concluded Blashford.
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, compressed natural gas pressure reducing systems and industrial fabrications, including mining and material handling components and other frames/structures.
Heavy Fabrications segment sales increased by 27.4% to $25.0 million in the second quarter 2025, as compared to the prior year period, primarily driven by an increase in wind tower sections and repowering adapters sold, partially offset by lower demand from the mining end-market. The segment reported operating income of $1.7 million in the second quarter, as compared to operating income of $1.6 million in the prior year period. Segment non-GAAP adjusted EBITDA was $2.8 million in the second quarter, in line with the prior year period.
Gearing Segment Broadwind provides custom gearboxes, loose gearing, precision machined components 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 30.3% to $7.3 million in the second quarter 2025, as compared to the prior year period, primarily driven by lower demand from oil & gas customers. The segment reported an operating loss of ($0.8) million in the second quarter, compared to operating income of $0.5 million in the prior year period. Segment non-GAAP adjusted EBITDA was ($0.1) million in the second quarter, as compared to $1.2 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 by 13.9% to $7.4 million in the second quarter 2025, as compared to the prior year period, primarily driven by increased sales of natural gas turbine content. The segment reported operating income of $0.5 million in the second quarter compared to operating income of $0.6 million in the prior year period. Segment non-GAAP adjusted EBITDA was $0.7 million in the second quarter, as compared to $0.8 million in the prior year period.
FINANCIAL GUIDANCE
On June 4, 2025, Broadwind announced that it has entered into a definitive agreement to sell its industrial fabrication operations in Manitowoc, Wisconsin for a minimum consideration of $13 million, with the possibility to receive additional funds subject to certain closing conditions. This transaction is expected to close during the third quarter of 2025, subject to the satisfaction of customary closing conditions.
In connection with the pending asset sale, Broadwind is suspending its previously issued financial guidance for the full year 2025. Updated financial guidance will be provided upon the closure of the transaction, excluding contributions from the Manitowoc operations.
For the full-year 2024, the Manitowoc operations generated revenue of approximately $25 million and EBITDA margins of 8 – 9%.
SECOND QUARTER 2025 RESULTS CONFERENCE CALL
Broadwind will host a conference call today, August 12, 2025, 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 19, 2025:
| Teleconference Replay: | 844-512-2921 |
|---|---|
| Conference ID: | 13754693 |
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 phase out, 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 effects of proxy contests and actions of activist stockholders; (xx) the limited trading market for our securities and the volatility of market price for our securities; (xxi) our outstanding indebtedness and its impact on our business activities (including our ability to incur additional debt in the future); (xxii) the impact of future sales of our common stock or securities convertible into our common stock on our stock price; (xxiii) our ability to complete the sale of our industrial fabrication operations in Manitowoc, Wisconsin (the “Manitowoc Sale”) in a timely manner, if at all; and (xxiv) the impact that the Manitowoc Sale may have on our current plans and operations. 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 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and in our other filings with the Securities and Exchange Commission. 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.
IR CONTACT
Stefan Neely or Noel Ryan BWEN@val-adv.com
| BROADWIND, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(IN THOUSANDS)(UNAUDITED) | |||||
|---|---|---|---|---|---|
| December 31, | |||||
| 2025 | 2024 | ||||
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash | 1,037 | $ | 7,721 | ||
| Accounts receivable, net | 15,436 | 13,454 | |||
| AMP credit receivable | 2,880 | 2,533 | |||
| Contract assets | 1,593 | 836 | |||
| Inventories | 51,432 | 39,950 | |||
| Prepaid expenses and other current assets | 2,074 | 2,374 | |||
| Assets held for sale | 3,849 | - | |||
| Total current assets | 78,301 | 66,868 | |||
| LONG-TERM ASSETS: | |||||
| Property and equipment, net | 40,635 | 45,572 | |||
| Operating lease right-of-use assets, net | 9,982 | 13,841 | |||
| Intangible assets, net | 1,072 | 1,403 | |||
| Other assets | 521 | 606 | |||
| TOTAL ASSETS | 130,511 | $ | 128,290 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| CURRENT LIABILITIES: | |||||
| Line of credit and current maturities of long-term debt | 19,099 | $ | 1,454 | ||
| Current portion of finance lease obligations | 2,229 | 2,266 | |||
| Current portion of operating lease obligations | 1,606 | 2,115 | |||
| Accounts payable | 20,025 | 16,080 | |||
| Accrued liabilities | 4,007 | 3,605 | |||
| Customer deposits | 4,341 | 18,037 | |||
| Total current liabilities | 51,307 | 43,557 | |||
| LONG-TERM LIABILITIES: | |||||
| Long-term debt, net of current maturities | 7,006 | 7,742 | |||
| Long-term finance lease obligations, net of current portion | 3,089 | 3,777 | |||
| Long-term operating lease obligations, net of current portion | 10,150 | 13,799 | |||
| Other | 6 | 15 | |||
| Total long-term liabilities | 20,251 | 25,333 | |||
| 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; 23,315,401 | |||||
| and 22,593,589 shares issued as of June 30, 2025 and | |||||
| December 31, 2024, respectively | 23 | 23 | |||
| Treasury stock, at cost, 273,937 shares as of June 30, 2025 and December 31, 2024, | |||||
| respectively | (1,842 | ) | (1,842 | ) | |
| Additional paid-in capital | 402,476 | 401,564 | |||
| Accumulated deficit | (341,704 | ) | (340,345 | ) | |
| Total stockholders' equity | 58,953 | 59,400 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 130,511 | $ | 128,290 |
All values are in US Dollars.
| BROADWIND, INC. AND SUBSIDIARIES<br>CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS<br>(IN THOUSANDS, EXCEPT PER SHARE DATA)<br> (UNAUDITED) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | $ | 39,235 | $ | 36,452 | $ | 76,073 | $ | 74,068 | ||||
| Cost of sales. | 35,260 | 30,886 | 67,772 | 61,865 | ||||||||
| Gross profit | 3,975 | 5,566 | 8,301 | 12,203 | ||||||||
| OPERATING EXPENSES: | ||||||||||||
| Selling, general and administrative | 3,974 | 4,143 | 7,951 | 8,537 | ||||||||
| Intangible amortization | 166 | 166 | 331 | 331 | ||||||||
| Total operating expenses | 4,140 | 4,309 | 8,282 | 8,868 | ||||||||
| Operating (loss) income | (165 | ) | 1,257 | 19 | 3,335 | |||||||
| OTHER (EXPENSE) INCOME, net: | ||||||||||||
| Interest expense, net | (783 | ) | (726 | ) | (1,299 | ) | (1,258 | ) | ||||
| Other, net | (8 | ) | 4 | (10 | ) | 7 | ||||||
| Total other expense, net | (791 | ) | (722 | ) | (1,309 | ) | (1,251 | ) | ||||
| Net (loss) income before provision for income taxes | (956 | ) | 535 | (1,290 | ) | 2,084 | ||||||
| Provision for income taxes | 33 | 53 | 69 | 92 | ||||||||
| NET (LOSS) INCOME | $ | (989 | ) | $ | 482 | $ | (1,359 | ) | $ | 1,992 | ||
| NET (LOSS) INCOME PER COMMON SHARE - BASIC: | ||||||||||||
| Net (loss) income | $ | (0.04 | ) | $ | 0.02 | $ | (0.06 | ) | $ | 0.09 | ||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC | 22,773 | 21,783 | 22,568 | 21,689 | ||||||||
| NET (LOSS) INCOME PER COMMON SHARE - DILUTED: | ||||||||||||
| Net (loss) income | $ | (0.04 | ) | $ | 0.02 | $ | (0.06 | ) | $ | 0.09 | ||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED | 22,773 | 22,003 | 22,568 | 21,904 | ||||||||
| BROADWIND, INC. AND SUBSIDIARIES<br>CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS<br>(IN THOUSANDS)<br>(UNAUDITED) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| Six Months Ended June 30, | ||||||||||||
| 2025 | 2024 | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net (loss) income | $ | (1,359 | ) | $ | 1,992 | |||||||
| Adjustments to reconcile net cash used in operating activities: | ||||||||||||
| Depreciation and amortization expense | 3,345 | 3,314 | ||||||||||
| Deferred income taxes | (9 | ) | 2 | |||||||||
| Stock-based compensation | 546 | 576 | ||||||||||
| Allowance for credit losses | (16 | ) | (2 | ) | ||||||||
| Common stock issued under defined contribution 401(k) plan | 622 | 595 | ||||||||||
| Gain on disposal of assets | (1 | ) | (114 | ) | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | (1,966 | ) | 5,061 | |||||||||
| AMP credit receivable | (347 | ) | 5,360 | |||||||||
| Contract assets | (757 | ) | 302 | |||||||||
| Inventories | (11,482 | ) | (1,397 | ) | ||||||||
| Prepaid expenses and other current assets | 300 | 1,111 | ||||||||||
| Accounts payable | 4,134 | (4,328 | ) | |||||||||
| Accrued liabilities | 402 | (2,130 | ) | |||||||||
| Customer deposits | (13,696 | ) | (13,728 | ) | ||||||||
| Other non-current assets and liabilities | (214 | ) | (41 | ) | ||||||||
| Net cash used in operating activities……………………………………………………………………………………………… | (20,498 | ) | (3,427 | ) | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Purchases of property and equipment | (2,116 | ) | (2,534 | ) | ||||||||
| Proceeds from disposals of property and equipment | 1 | 159 | ||||||||||
| Net cash used in investing activities | (2,115 | ) | (2,375 | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from line of credit, net | 17,634 | 5,914 | ||||||||||
| Proceeds from long-term debt | - | 1,421 | ||||||||||
| Payments on long-term debt | (724 | ) | (681 | ) | ||||||||
| Payments on finance leases | (725 | ) | (883 | ) | ||||||||
| Shares withheld for taxes in connection with issuance of restricted stock | (256 | ) | (130 | ) | ||||||||
| Net cash provided by financing activities | 15,929 | 5,641 | ||||||||||
| NET DECREASE IN CASH | (6,684 | ) | (161 | ) | ||||||||
| CASH beginning of the period | 7,721 | 1,099 | ||||||||||
| CASH end of the period | $ | 1,037 | $ | 938 | ||||||||
| BROADWIND, INC. AND SUBSIDIARIES<br>SELECTED SEGMENT FINANCIAL INFORMATION<br>(IN THOUSANDS)<br>(UNAUDITED) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| ORDERS: | ||||||||||||
| Heavy Fabrications | $ | 248 | $ | 9,138 | $ | 10,318 | $ | 20,359 | ||||
| Gearing | 6,799 | 4,704 | 14,759 | 15,150 | ||||||||
| Industrial Solutions | 13,909 | 4,530 | 24,013 | 11,859 | ||||||||
| Total orders | $ | 20,956 | $ | 18,372 | $ | 49,090 | $ | 47,368 | ||||
| REVENUES: | ||||||||||||
| Heavy Fabrications | $ | 24,989 | $ | 19,611 | $ | 50,236 | $ | 41,628 | ||||
| Gearing | 7,284 | 10,454 | 13,251 | 18,791 | ||||||||
| Industrial Solutions | 7,363 | 6,463 | 13,010 | 14,456 | ||||||||
| Corporate and Other | (401 | ) | (76 | ) | (424 | ) | (807 | ) | ||||
| Total revenues | $ | 39,235 | $ | 36,452 | $ | 76,073 | $ | 74,068 | ||||
| OPERATING INCOME/(LOSS): | ||||||||||||
| Heavy Fabrications | $ | 1,711 | $ | 1,557 | $ | 3,952 | $ | 3,601 | ||||
| Gearing | (819 | ) | 482 | (1,711 | ) | 508 | ||||||
| Industrial Solutions | 486 | 623 | 816 | 2,390 | ||||||||
| Corporate and Other | (1,543 | ) | (1,405 | ) | (3,038 | ) | (3,164 | ) | ||||
| Total operating income (loss) | $ | (165 | ) | $ | 1,257 | $ | 19 | $ | 3,335 | |||
| BROADWIND, INC. AND SUBSIDIARIES<br>RECONCILIATION OF NON-GAAP FINANCIAL MEASURES<br>(IN THOUSANDS)<br>(UNAUDITED) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Consolidated | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net (Loss) Income | $ | (989 | ) | $ | 482 | $ | (1,359 | ) | $ | 1,992 | ||
| Interest Expense | 783 | 726 | 1,299 | 1,258 | ||||||||
| Income Tax Provision | 33 | 53 | 69 | 92 | ||||||||
| Depreciation and Amortization | 1,643 | 1,718 | 3,345 | 3,314 | ||||||||
| Share-based Compensation and Other Stock Payments | 615 | 663 | 1,099 | 1,165 | ||||||||
| Proxy Contest-Related Expenses | - | - | - | (10 | ) | |||||||
| Adjusted EBITDA (Non-GAAP) | $ | 2,085 | $ | 3,642 | $ | 4,453 | $ | 7,811 | ||||
| Heavy Fabrications Segment | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net Income | $ | 1,500 | $ | 1,699 | $ | 3,217 | $ | 4,287 | ||||
| Interest Expense | 207 | 264 | 354 | 354 | ||||||||
| Income Tax Provision (Benefit) | 3 | (408 | ) | 381 | (1,038 | ) | ||||||
| Depreciation | 964 | 1,022 | 1,985 | 1,933 | ||||||||
| Share-based Compensation and Other Stock Payments | 168 | 222 | 353 | 400 | ||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 2,842 | $ | 2,799 | $ | 6,290 | $ | 5,936 | ||||
| Gearing Segment | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net (Loss) Income | $ | (878 | ) | $ | 422 | $ | (1,839 | ) | $ | 387 | ||
| Interest Expense | 58 | 53 | 121 | 106 | ||||||||
| Income Tax Provision | 1 | 7 | 7 | 14 | ||||||||
| Depreciation and Amortization | 550 | 553 | 1,099 | 1,093 | ||||||||
| Share-based Compensation and Other Stock Payments | 123 | 128 | 221 | 230 | ||||||||
| Adjusted EBITDA (Non-GAAP) | $ | (146 | ) | $ | 1,163 | $ | (391 | ) | $ | 1,830 | ||
| Industrial Solutions Segment | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net Income | $ | 319 | $ | 471 | $ | 516 | $ | 2,055 | ||||
| Interest Expense | 135 | 115 | 249 | 278 | ||||||||
| Income Tax Provision | 23 | 35 | 35 | 58 | ||||||||
| Depreciation and Amortization | 114 | 106 | 228 | 205 | ||||||||
| Share-based Compensation and Other Stock Payments | 81 | 76 | 135 | 126 | ||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 672 | $ | 803 | $ | 1,163 | $ | 2,722 | ||||
| Corporate and Other | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net Loss | $ | (1,930 | ) | $ | (2,110 | ) | $ | (3,253 | ) | $ | (4,737 | ) |
| Interest Expense | 383 | 294 | 575 | 520 | ||||||||
| Income Tax Provision (Benefit) | 6 | 419 | (354 | ) | 1,058 | |||||||
| Depreciation and Amortization | 15 | 37 | 33 | 83 | ||||||||
| Share-based Compensation and Other Stock Payments | 243 | 237 | 390 | 409 | ||||||||
| Proxy Contest-Related Expenses | - | - | - | (10 | ) | |||||||
| Adjusted EBITDA (Non-GAAP) | $ | (1,283 | ) | $ | (1,123 | ) | $ | (2,609 | ) | $ | (2,677 | ) |
EdgarFiling
EXHIBIT 99.2
1 Broadwind | Investor Presentation 2023 Second Quarter 2025 Conference Call Presentation August 12, 2025
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 phase out, 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 effects of proxy contests and actions of activist stockholders ; (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) ; (xxi) the impact of future sales of our common stock or securities convertible into our common stock on our stock price ; ( xxii) our ability to complete the sale of our industrial fabrication operations in Manitowoc, Wisconsin (the “Manitowoc Sale”) in a timely manner, if at all ; and (xxiii) the impact that the Manitowoc Sale may have on our current plans and operations . 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 most recently filed Form 10 - K, in Part II, Item 1 A of our Quarterly Report on Form 10 - Q for the quarter ended June 30 , 2025 , and in our other filings with the Securities and Exchange Commission . 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 .
PERFORMANCE SUMMARY
4 Broadwind | Investor Presentation 2023 PERFORMANCE UPDATE 2Q25 Performance As of August 2025 New business developments. Secured an over $6 million follow - on order for precision machined gearing products (announced July - 25) Accelerating customer activity. Orders increased 14% y/y, driven primarily by demand from power generation and oil & gas customers Sustained demand from core markets. Demand from the Wind and Industrial end - markets drove sales growth of 7.6% y/y Updated full - year 2025 financial guidance will be provided upon closing of the Manitowoc divestiture . In connection with closing the asset sale, the Company will provide updated 2025 financial guidance on revenue and Adjusted EBITDA Investment Thesis Building a platform for profitable growth Second Quarter 2025 Business Update 100% domestic precision manufacturing footprint remains a competitive advantage in the current operating environment, given continued focus on reshoring / onshoring trends Trade tariffs and import restrictions on the US onshore wind power sector to benefit domestic wind tower manufacturers We are successfully reallocating production capacity toward stable, recurring project revenue streams across diverse end - markets The pending divestiture of the Manitowoc industrial fabrication operations increases revenue diversification into the power generation and electrification end markets, optimizes asset base, and improves balance sheet flexibility and liquidity Disciplined cost control focus has stabilized gross margin and Adjusted EBITDA margin despite dynamic demand conditions Opportunistically optimized the asset base. The pending sale of the industrial fabrication operations will improve utilization rates and enhance operating leverage Recent strategic actions enhance balance sheet flexibility and reduce fixed overhead Increased diversification into higher - value growth markets supports long - term value creation strategy
5 Broadwind | Investor Presentation 2023 Strategic execution supports end - market diversification, while delivering for key wind customers CONSOLIDATED FINANCIAL PERFORMANCE Total Revenue ($MM) Gross Profit ($MM) Adjusted EBITDA ($MM) GAAP Net Income (Loss) ($MM) 2Q25 revenue grew amid a dynamic operating landscape, though profitability was temporarily pressured Strong demand from the wind and industrial verticals drove 7.6% y/y revenue growth Gross margin decreased y/y to 10.1% in 2Q25 due to manufacturing inefficiencies in the Heavy Fabrications segment and lower capacity utilization within the Gearing segment Adjusted EBITDA margin decreased y/y to 5.3%, as labor was added to support increased volumes in the wind and power generation verticals $36.5 $39.2 2Q24 2Q25 $5.6 $4.0 2Q24 2Q25 $0.5 ($1.0) 2Q24 2Q25 $3.6 $2.1 2Q24 2Q25
6 Broadwind | Investor Presentation 2023 Second Quarter 2025 HEAVY FABRICATIONS SEGMENT Demand for wind content drove increased revenue, while transitory pre - production inefficiencies weighed on margins Revenue growth was driven by increased wind tower and repowering adapter sales, partially offset by lower demand from mining customers Segment EBITDA margin decreased y/y to 11.4% in 2Q25, due to pre - production manufacturing inefficiencies associated with producing a larger tower size. Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) $2.8 $2.8 2Q24 2Q25 $9.1 $0.2 2Q24 2Q25 $106.8 $51.1 2Q24 2Q25 $19.6 $25.0 2Q24 2Q25
7 Broadwind | Investor Presentation 2023 Second Quarter 2025 GEARING SEGMENT Accelerating activity in the power generation and oil & gas end - markets position the Gearing segment to increase capacity utilization Segment revenue declined 30% y/y in 2Q25 to $7.3 million, due to softness in the oil & gas end - markets Segment orders increased 45% y/y to $6.8 million driven primarily by oil & gas customers Segment EBITDA was ($0.1) million due to lower revenue and reduced capacity utilization Subsequent to quarter - end , secured a > $6 million follow - on order from a leading OEM in the natural gas turbine segment of the power generation end - market for precision machined gearing products Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) Segment Revenue ($MM) $4.7 $6.8 2Q24 2Q25 $10.5 $7.3 2Q24 2Q25 $1.2 ($0.1) 2Q24 2Q25 $18.1 $14.2 2Q24 2Q25
8 Broadwind | Investor Presentation 2023 Second Quarter 2025 INDUSTRIAL SOLUTIONS SEGMENT Segment demand drove record orders and backlog for the third consecutive quarter in 2Q25 Natural gas turbine content demand drove orders and backlog up 207% and 111% y/y, respectively Book - to - bill reached 1.9x as the power generation vertical benefits from accelerating customer investments Revenue increased 13.9% y/y to $7.4 million Segment EBITDA decreased to $0.7 million, or 9.1% of sales, due to an adverse product mix shift and additional labor to support higher volume Segment Revenue ($MM) Segment EBITDA ($MM) Segment Orders ($MM) Segment Backlog at Quarter - End ($MM) EBITDA margin rate +1146 bps y/y to 15.5% $6.5 $7.4 2Q24 2Q25 $0.8 $0.7 2Q24 2Q25 $4.5 $13.9 2Q24 2Q25 $14.1 $29.9 2Q24 2Q25
9 Broadwind | Investor Presentation 2023 Disciplined execution of wind tower orders and strategic actions position the balance sheet for increased flexibility and liquidity In 2Q25, net working capital investment increased 24% y/y to $42.5 million, due to wind tower orders that are expected to be completed in 3Q25 Expect net leverage to normalize in 2H25 upon successful completion of wind tower orders and the closing of the Manitowoc sale transaction. Net leverage of 3.0x as of 6/30/25 Capital allocation priorities include debt reduction, organic investments in IP; and opportunistic investments in complementary, immediately accretive bolt - on acquisitions Cash and LOC Availability at Quarter - End ($MM) Net Debt Outstanding ($MM) Total Inventory ($MM) Second Quarter 2025 BALANCE SHEET UPDATE Total Net Operating Working Capital ($MM) $18.4 $14.9 2Q24 2Q25 $22.6 $30.4 2Q24 2Q25 $38.8 $51.4 2Q24 2Q25 $34.3 $42.5 2Q24 2Q25
APPENDIX
11 Broadwind | Investor Presentation 2023 CORPORATE OVERVIEW Leading pure - play precision manufacturer serving diverse end - markets with 100% domestic footprint Broadwind is a precision manufacturer of technologically advanced, high - value components and solutions for commercial and industrial clients We are one of the leading independent precision 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 across diverse end - markets
12 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 58% of 2024 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 25% of 2024 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 17% of 2024 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
13 Broadwind | Investor Presentation 2023 APPENDIX Balance Sheet
14 Broadwind | Investor Presentation 2023 APPENDIX Income Statement
15 Broadwind | Investor Presentation 2023 APPENDIX Statement of Cash Flows
16 Broadwind | Investor Presentation 2023 APPENDIX GAAP to Non - GAAP Reconciliation
17 Broadwind | Investor Presentation 2023 APPENDIX Segment - Level Data
18 Broadwind | Investor Presentation 2023 Please contact our investor relations team at BWEN@val - adv.com IR CONTACT