EX-99.1 2 exh_991.htm PRESS RELEASE

EXHIBIT 99.1

Broadwind Announces Third Quarter 2024 Results

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

THIRD QUARTER 2024 RESULTS

- Total revenue of $35.5 million
- Net income of $0.1 million
- Total non-GAAP adjusted EBITDA of $3.4 million, or 9.5% of total revenue
- Ratio of net debt to trailing twelve-month non-GAAP adjusted EBITDA of 1.4x as of September 30, 2024

Broadwind reported third quarter net income of $0.1 million, or $0.00 per diluted share, versus $4.4 million, or $0.20 per diluted share, in the prior year period. The Company reported adjusted EBITDA, a non-GAAP measure, of $3.4 million in the third quarter compared to $7.6 million in the prior year period. For a reconciliation of GAAP to non-GAAP metrics, please see the appendix of this release.

Revenue across all three reporting segments declined on a year-over-year basis in the third quarter, due mainly to lower sales volumes across key wind, energy and industrials end-markets. Within the Heavy Fabrications segment, total wind tower sections sold declined 54% versus the prior-year period, consistent with a continued, broad-based softness in domestic onshore wind activity evident throughout 2024. In the Gearing segment, energy-related demand declined due to slower activity from oil and gas customers, while in the Industrial Solutions segment, revenue declined on lower sales volumes to international customers.

During the third quarter, Broadwind continued to optimize its fixed cost structure to align with current demand conditions. During the nine months ended September 30, 2024, Broadwind reduced fixed overhead by more than $3.6M million through targeted operating expenditure reductions and procurement efficiencies, allowing it to remain profitable, despite a year-over-year decline in revenue, even as it continues to invest in the planned expansion of our clean fuels product line.

Total orders increased 45% in the third quarter, when compared to the prior year period, supported by improved demand within the wind repowering, gas turbine, and steel markets. Orders increased on a year-over-year basis across all three reporting segments in the third quarter 2024, supporting total backlog of $124.3 million as of September 30, 2024.

Broadwind had total cash on hand and availability under its credit facility of $19 million at September 30, 2024. The Company’s ratio of net debt to trailing twelve month Adjusted EBITDA was 1.4x at the end of the third quarter 2024.

MANAGEMENT COMMENTARY

“During a transitional pause in end-market demand, we continue to prioritize operating discipline, while positioning our business to capitalize on a cyclical recovery in new order activity entering calendar 2025,” stated Eric Blashford, President and CEO of Broadwind. “To that end, new orders increased by approximately 45% on a year-over-year basis in the third quarter, supported by balanced growth across each of our reporting segments, a trend that has continued early into the fourth quarter.”

“Wind tower sections sold increased on a sequential basis for the first time in a year during the third quarter,” stated Blashford. “While we continue to anticipate a gradual recovery in onshore wind activity over the next two years, our focus remains on growing a precision manufacturing platform equipped to serve diverse, growing end-markets where our technical expertise and domestic manufacturing footprint positions us to support highly specialized, higher-margin opportunities, over time.”

“While our third quarter revenue declined due to soft demand, our continued focus on operating efficiency and improved productivity culminated in another consecutive quarter of profitability,” stated Blashford. “Recent reductions in fixed overhead, together with more efficient materials procurement, have allowed us to prioritize investments that improve our manufacturing processes, while continuing to invest in new product development such as our L-70 prototype, the latest in our portfolio of pressure reducing systems, which remains on track to be field tested later this year.”

“Today, we introduced financial guidance for the fourth quarter 2024,” concluded Blashford. “While wind tower demand is expected to remain muted over the near-term, we remain pleased with the opportunity set across our non-wind markets, a dynamic we expect to continue entering 2025.”

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 declined by 46.3% to $20.6 million in the third quarter 2024, as compared to the prior-year period, primarily driven by a 54% decline in towers sections sold. The segment reported operating income of $2.2 million in the third quarter, as compared to operating income of $5.8 million in the prior year period. Segment non-GAAP adjusted EBITDA was $3.4 million in the third quarter, as compared to $6.9 million in the prior-year period.

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 19.6% to $9.2 million in the third quarter 2024, as compared to the prior year period, primarily driven by continued demand softness in our Oil & Gas markets. The segment reported an operating loss of ($0.1) million in the third quarter, compared to operating income of $0.3 million in the prior year period. Segment non-GAAP adjusted EBITDA was $0.6 million in the third quarter, as compared to $0.9 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 declined by 22.8% to $5.7 million in the third quarter 2024, as compared to the prior year period, primarily driven by the timing of revenue recognized from international customers. The segment reported operating income of $0.5 million in the third quarter compared to operating income of $0.8 million in the prior year period. Segment non-GAAP adjusted EBITDA was $0.6 million in the third quarter, as compared to $1.0 million in the prior year period.

FINANCIAL GUIDANCE

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

| Fourth Quarter 2024
$ in Millions | Low | Mid | High |
Total Revenue | $31 | $32 | $33 |
Adjusted EBITDA | $1.0 | $1.25 | $1.5 |

THIRD QUARTER 2024 RESULTS CONFERENCE CALL

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

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

To participate in the live teleconference:
Live Teleconference: | 877-407-9716
To listen to a replay of the teleconference, which will be available through Wednesday, November 20, 2024:
Teleconference Replay: | 844-512-2921
Conference ID: | 13749553

ABOUT BROADWIND

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

NON-GAAP FINANCIAL MEASURES

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

FORWARD-LOOKING STATEMENTS

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

BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
|  |  |  | September 30, | December 31, |
|  |  |  |  | 2024 |  |  |  |  | 2023 |  |
ASSETS |  |  |
CURRENT ASSETS: |  |  |
| Cash |  | $ | 1,384 |  |  |  | $ | 1,099 |  |
| Accounts receivable, net |  |  | 13,361 |  |  |  |  | 19,231 |  |
| AMP credit receivable |  |  | 2,899 |  |  |  |  | 7,051 |  |
| Contract assets |  |  | 1,764 |  |  |  |  | 1,460 |  |
| Inventories |  |  | 40,381 |  |  |  |  | 37,405 |  |
| Prepaid expenses and other current assets |  |  | 2,278 |  |  |  |  | 3,500 |  |
|  | Total current assets |  |  | 62,067 |  |  |  |  | 69,746 |  |
LONG-TERM ASSETS: |  |  |
| Property and equipment, net |  |  | 46,584 |  |  |  |  | 47,123 |  |
| Operating lease right-of-use assets, net |  |  | 14,299 |  |  |  |  | 15,593 |  |
| Intangible assets, net |  |  | 1,568 |  |  |  |  | 2,064 |  |
| Other assets |  |  | 606 |  |  |  |  | 630 |  |
TOTAL ASSETS |  | $ | 125,124 |  |  |  | $ | 135,156 |  |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |
CURRENT LIABILITIES: |  |  |
| Line of credit and current maturities of long-term debt |  | $ | 11,367 |  |  |  | $ | 5,903 |  |
| Current portion of finance lease obligations |  |  | 2,270 |  |  |  |  | 2,153 |  |
| Current portion of operating lease obligations |  |  | 2,059 |  |  |  |  | 1,851 |  |
| Accounts payable |  |  | 17,351 |  |  |  |  | 20,728 |  |
| Accrued liabilities |  |  | 4,006 |  |  |  |  | 6,477 |  |
| Customer deposits |  |  | 4,366 |  |  |  |  | 16,500 |  |
|  | Total current liabilities |  |  | 41,419 |  |  |  |  | 53,612 |  |
LONG-TERM LIABILITIES: |  |  |
| Long-term debt, net of current maturities |  |  | 5,581 |  |  |  |  | 6,250 |  |
| Long-term finance lease obligations, net of current portion |  |  | 4,135 |  |  |  |  | 3,372 |  |
| Long-term operating lease obligations, net of current portion |  |  | 14,334 |  |  |  |  | 15,888 |  |
| Other |  |  | 14 |  |  |  |  | 15 |  |
|  | Total long-term liabilities |  |  | 24,064 |  |  |  |  | 25,525 |  |
COMMITMENTS AND CONTINGENCIES |  |  |
STOCKHOLDERS' EQUITY: |  |  |
| Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued |  |  |
| or outstanding |  |  | - |  |  |  |  | - |  |
| Common stock, $0.001 par value; 45,000,000 shares authorized; 22,387,984 |  |  |
| and 21,840,301 shares issued as of September 30, 2024 and |  |  |
| December 31, 2023, respectively |  |  | 22 |  |  |  |  | 22 |  |
| Treasury stock, at cost, 273,937 shares as of September 30, 2024 and December 31, 2023, |  |
| respectively |  |  | (1,842 | ) |  |  |  | (1,842 | ) |
| Additional paid-in capital |  |  | 400,892 |  |  |  |  | 399,336 |  |
| Accumulated deficit |  |  | (339,431 | ) |  |  |  | (341,497 | ) |
|  | Total stockholders' equity |  |  | 59,641 |  |  |  |  | 56,019 |  |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |  | $ | 125,124 |  |  |  | $ | 135,156 |  |

BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
|  |  |  | Three Months Ended September 30, |  | Nine Months Ended September 30, |
|  |  |  |  | 2024 |  |  |  | 2023 |  |  |  | 2024 |  |  |  | 2023 |  |
Revenues |  |  | $ | 35,503 |  |  | $ | 57,163 |  |  | $ | 109,571 |  |  | $ | 156,879 |  |
Cost of sales |  |  |  | 30,306 |  |  |  | 46,996 |  |  |  | 92,171 |  |  |  | 131,403 |  |
Gross profit |  |  |  | 5,197 |  |  |  | 10,167 |  |  |  | 17,400 |  |  |  | 25,476 |  |
OPERATING EXPENSES: |  |  |  |  |  |  |  |  |
Selling, general and administrative |  |  |  | 3,854 |  |  |  | 4,635 |  |  |  | 12,391 |  |  |  | 16,113 |  |
Intangible amortization |  |  |  | 165 |  |  |  | 165 |  |  |  | 496 |  |  |  | 498 |  |
| Total operating expenses |  |  |  | 4,019 |  |  |  | 4,800 |  |  |  | 12,887 |  |  |  | 16,611 |  |
Operating income |  |  |  | 1,178 |  |  |  | 5,367 |  |  |  | 4,513 |  |  |  | 8,865 |  |
OTHER EXPENSE, net: |  |  |  |  |  |  |  |  |
Interest expense, net |  |  |  | (1,058 | ) |  |  | (932 | ) |  |  | (2,316 | ) |  |  | (2,171 | ) |
Other, net |  |  |  | (5 | ) |  |  | (13 | ) |  |  | 2 |  |  |  | (37 | ) |
| Total other expense, net |  |  |  | (1,063 | ) |  |  | (945 | ) |  |  | (2,314 | ) |  |  | (2,208 | ) |
Net income before provision for income taxes |  |  |  | 115 |  |  |  | 4,422 |  |  |  | 2,199 |  |  |  | 6,657 |  |
Provision for income taxes |  |  |  | 41 |  |  |  | 28 |  |  |  | 133 |  |  |  | 79 |  |
NET INCOME |  |  | $ | 74 |  |  | $ | 4,394 |  |  | $ | 2,066 |  |  | $ | 6,578 |  |
NET INCOME PER COMMON SHARE - BASIC: |  |  |  |  |  |  |  |
Net income |  |  | $ | 0.00 |  |  | $ | 0.21 |  |  | $ | 0.09 |  |  | $ | 0.31 |  |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC |  |  |  | 22,029 |  |  |  | 21,337 |  |  |  | 21,803 |  |  |  | 21,101 |  |
NET INCOME PER COMMON SHARE - DILUTED: |  |  |  |  |  |  |  |
Net income |  |  | $ | 0.00 |  |  | $ | 0.20 |  |  | $ | 0.09 |  |  | $ | 0.31 |  |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED |  |  |  | 22,100 |  |  |  | 21,574 |  |  |  | 21,904 |  |  |  | 21,451 |  |

BROADWIND, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
|  |  |  |  | Nine Months Ended September 30, |
|  |  |  |  |  | 2024 |  |  |  | 2023 |  |
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |
| Net income |  | $ | 2,066 |  |  | $ | 6,578 |  |
Adjustments to reconcile net cash used in operating activities: |  |  |  |
|  | Depreciation and amortization expense |  |  | 4,986 |  |  |  | 4,772 |  |
|  | Deferred income taxes |  |  | (2 | ) |  |  | (7 | ) |
|  | Share-based compensation |  |  | 807 |  |  |  | 649 |  |
|  | Allowance for credit losses |  |  | 4 |  |  |  | 16 |  |
|  | Common stock issued under defined contribution 401(k) plan |  |  | 879 |  |  |  | 978 |  |
|  | (Gain) loss on disposal of assets |  |  | (114 | ) |  |  | 48 |  |
|  | Changes in operating assets and liabilities: |  |  |  |
|  |  | Accounts receivable |  |  | 5,866 |  |  |  | (24,251 | ) |
|  |  | AMP credit receivable |  |  | 4,152 |  |  |  | (11,217 | ) |
|  |  | Contract assets |  |  | (305 | ) |  |  | (221 | ) |
|  |  | Inventories |  |  | (2,976 | ) |  |  | 4,356 |  |
|  |  | Prepaid expenses and other current assets |  |  | 1,224 |  |  |  | (162 | ) |
|  |  | Accounts payable |  |  | (2,932 | ) |  |  | (1,577 | ) |
|  |  | Accrued liabilities |  |  | (2,476 | ) |  |  | 1,925 |  |
|  |  | Customer deposits |  |  | (12,134 | ) |  |  | (4,646 | ) |
|  |  | Other non-current assets and liabilities |  |  | (31 | ) |  |  | 166 |  |
Net cash used in operating activities |  |  | (986 | ) |  |  | (22,593 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |
| Purchases of property and equipment |  |  | (3,279 | ) |  |  | (5,315 | ) |
| Proceeds from disposals of property and equipment |  |  | 159 |  |  |  | 15 |  |
Net cash used in investing activities |  |  | (3,120 | ) |  |  | (5,300 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |
| Proceeds from line of credit, net |  |  | 5,262 |  |  |  | 18,518 |  |
| Proceeds from long-term debt |  |  | 1,540 |  |  |  | 387 |  |
| Payments on long-term debt |  |  | (1,005 | ) |  |  | (893 | ) |
| Payments on finance leases |  |  | (1,276 | ) |  |  | (994 | ) |
| Shares withheld for taxes in connection with issuance of restricted stock |  |  | (130 | ) |  |  | (117 | ) |
Net cash provided by financing activities |  |  | 4,391 |  |  |  | 16,901 |  |
NET INCREASE (DECREASE) IN CASH |  |  | 285 |  |  |  | (10,992 | ) |
CASH beginning of the period |  |  | 1,099 |  |  |  | 12,732 |  |
CASH end of the period |  | $ | 1,384 |  |  | $ | 1,740 |  |

BROADWIND, INC. AND SUBSIDIARIES SELECTED SEGMENT FINANCIAL INFORMATION (IN THOUSANDS) (UNAUDITED)
|  |  | Three Months Ended |  | Nine Months Ended |
|  |  | September 30, |  |  | September 30, |
|  |  |  | 2024 |  |  |  | 2023 |  |  |  |  | 2024 |  |  |  | 2023 |  |
ORDERS: |  |  |  |  |  |  |
| Heavy Fabrications |  | $ | 11,147 |  |  | $ | 8,009 |  |  |  | $ | 31,506 |  |  | $ | 40,608 |  |
| Gearing |  |  | 4,396 |  |  |  | 3,005 |  |  |  |  | 19,546 |  |  |  | 21,211 |  |
| Industrial Solutions |  |  | 7,432 |  |  |  | 4,876 |  |  |  |  | 19,291 |  |  |  | 19,034 |  |
| Total orders |  | $ | 22,975 |  |  | $ | 15,890 |  |  |  | $ | 70,343 |  |  | $ | 80,853 |  |
REVENUES: |  |  |  |  |  |  |
| Heavy Fabrications |  | $ | 20,600 |  |  | $ | 38,326 |  |  |  | $ | 62,228 |  |  | $ | 103,864 |  |
| Gearing |  |  | 9,167 |  |  |  | 11,404 |  |  |  |  | 27,958 |  |  |  | 34,347 |  |
| Industrial Solutions |  |  | 5,737 |  |  |  | 7,434 |  |  |  |  | 20,193 |  |  |  | 19,125 |  |
| Corporate and Other |  |  | (1 | ) |  |  | (1 | ) |  |  |  | (808 | ) |  |  | (457 | ) |
| Total revenues |  | $ | 35,503 |  |  | $ | 57,163 |  |  |  | $ | 109,571 |  |  | $ | 156,879 |  |
OPERATING INCOME/(LOSS): |  |  |  |  |  |  |
| Heavy Fabrications |  | $ | 2,230 |  |  | $ | 5,791 |  |  |  | $ | 5,832 |  |  | $ | 12,448 |  |
| Gearing |  |  | (78 | ) |  |  | 265 |  |  |  |  | 429 |  |  |  | 1,194 |  |
| Industrial Solutions |  |  | 462 |  |  |  | 846 |  |  |  |  | 2,852 |  |  |  | 2,311 |  |
| Corporate and Other |  |  | (1,436 | ) |  |  | (1,535 | ) |  |  |  | (4,600 | ) |  |  | (7,088 | ) |
| Total operating profit (loss) |  | $ | 1,178 |  |  | $ | 5,367 |  |  |  | $ | 4,513 |  |  | $ | 8,865 |  |

BROADWIND, INC. AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (IN THOUSANDS) (UNAUDITED)
Consolidated |  | Three Months Ended September 30, |  | Nine Months Ended September 30, |
|  |  |  | 2024 |  |  | 2023 |  |  | 2024 |  |  |  | 2023 |
Net Income |  | $ | 74 |  | $ | 4,394 |  | $ | 2,066 |  |  | $ | 6,578 |
Interest Expense |  |  | 1,058 |  |  | 932 |  |  | 2,316 |  |  |  | 2,171 |
Income Tax Provision |  |  | 41 |  |  | 28 |  |  | 133 |  |  |  | 79 |
Depreciation and Amortization |  |  | 1,671 |  |  | 1,605 |  |  | 4,986 |  |  |  | 4,772 |
Share-based Compensation and Other Stock Payments |  |  | 522 |  |  | 603 |  |  | 1,685 |  |  |  | 1,660 |
Proxy Contest-Related Expenses |  |  | - |  |  | 23 |  |  | (10 | ) |  |  | 1,779 |
| Adjusted EBITDA (Non-GAAP) |  | $ | 3,366 |  | $ | 7,585 |  | $ | 11,176 |  |  | $ | 17,039 |

Heavy Fabrications Segment |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  |  | 2024 |  |  |  | 2023 |  |  |  | 2024 |  |  |  | 2023 |
Net Income |  | $ | 2,301 |  |  | $ | 5,839 |  |  | $ | 6,588 |  |  | $ | 12,166 |
Interest Expense |  |  | 499 |  |  |  | 223 |  |  |  | 853 |  |  |  | 500 |
Income Tax (Benefit) Provision |  |  | (571 | ) |  |  | (272 | ) |  |  | (1,609 | ) |  |  | (218 | )
Depreciation |  |  | 999 |  |  |  | 896 |  |  |  | 2,932 |  |  |  | 2,610 |
Share-based Compensation and Other Stock Payments |  |  | 188 |  |  |  | 261 |  |  |  | 588 |  |  |  | 712 |
Adjusted EBITDA (Non-GAAP) |  | $ | 3,416 |  |  | $ | 6,947 |  |  | $ | 9,352 |  |  | $ | 15,770 |

Gearing Segment |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  |  | 2024 |  |  |  | 2023 |  |  | 2024 |  |  | 2023
Net (Loss) Income |  | $ | (141 | ) |  | $ | 194 |  | $ | 246 |  | $ | 968
Interest Expense |  |  | 55 |  |  |  | 63 |  |  | 162 |  |  | 203
Income Tax Provision |  |  | 7 |  |  |  | 8 |  |  | 21 |  |  | 23
Depreciation and Amortization |  |  | 534 |  |  |  | 563 |  |  | 1,627 |  |  | 1,715
Share-based Compensation and Other Stock Payments |  |  | 106 |  |  |  | 113 |  |  | 337 |  |  | 346
Adjusted EBITDA (Non-GAAP) | $ | 561 |  |  | $ | 941 |  | $ | 2,393 |  | $ | 3,255

Industrial Solutions Segment |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  |  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023
Net Income |  | $ | 286 |  | $ | 669 |  | $ | 2,340 |  | $ | 1,879
Interest Expense |  |  | 148 |  |  | 151 |  |  | 425 |  |  | 362
Income Tax Provision |  |  | 25 |  |  | 12 |  |  | 83 |  |  | 34
Depreciation and Amortization |  |  | 109 |  |  | 94 |  |  | 314 |  |  | 280
Share-based Compensation and Other Stock Payments |  |  | 56 |  |  | 47 |  |  | 182 |  |  | 147
Adjusted EBITDA (Non-GAAP) |  | $ | 624 |  | $ | 973 |  | $ | 3,344 |  | $ | 2,702

Corporate and Other |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  |  | 2024 |  |  |  | 2023 |  |  |  | 2024 |  |  |  | 2023 |
Net Loss |  | $ | (2,372 | ) |  | $ | (2,308 | ) |  | $ | (7,108 | ) |  | $ | (8,435 | )
Interest Expense |  |  | 356 |  |  |  | 495 |  |  |  | 876 |  |  |  | 1,106 |
Income Tax Provision (Benefit) |  |  | 580 |  |  |  | 280 |  |  |  | 1,638 |  |  |  | 240 |
Depreciation and Amortization |  |  | 29 |  |  |  | 52 |  |  |  | 113 |  |  |  | 167 |
Share-based Compensation and Other Stock Payments |  |  | 172 |  |  |  | 182 |  |  |  | 578 |  |  |  | 455 |
Proxy Contest-Related Expenses |  |  | - |  |  |  | 23 |  |  |  | (10 | ) |  |  | 1,779 |
Adjusted EBITDA (Non-GAAP) |  | $ | (1,235 | ) |  | $ | (1,276 | ) |  | $ | (3,913 | ) |  | $ | (4,688 | )

IR CONTACT
Noel Ryan, IRC
BWEN@val-adv.com