The community of Ashland, Kentucky, looks forward to Braidy Industries building an aluminum plant nearby that may boost the economy. Sam Upshaw Jr./Louisville Courier Journal
An earlier version of this article incorrectly overstated Braidy Industries' stockholder equity amount.
Building a $1.68 billion aluminum rolling mill touted as the economic savior of Eastern Kentucky requires a $1 billion federal loan, $500 million in credit from the German government and as much as $400 million from a crowdfund-style stock sale over the internet, Braidy Industries says in new financial filings.
The company, partially owned by Kentucky taxpayers, had a ceremonial groundbreaking for its promised Braidy Atlas mill near Ashland this summer. At that event, CEO Craig Bouchard said his company has "support on Wall Street that just generally blows me away."
However, the company still lacks financing to start construction, according to Securities and Exchange Commission filings that became publicly available late Wednesday.
Kentucky taxpayers own an undisclosed percentage of the company thanks to an unusual $15 million direct investment arranged by Gov. Matt Bevin in the closing days of the 2017 legislative session. In addition to the $15 million buy-in, the state has committed $5 million in road-related funding and $2 million for skills training meant to benefit the company. Braidy is also eligible for as much as $15 million in performance-based tax incentives.
Kentucky's direct investment was made contingent on Braidy's investment of at least $1 billion in the mill by mid-2020. If it falls short, the commonwealth can demand repayment.
More on Braidy Industries: Bevin 'unbelievably confident' in CEO with mixed record
The stakes are high for Braidy and its investors, as well as for the people in the Ashland area who have been talking for months about the promised influx of manufacturing jobs. The company has pledged to create at least 550 high-paying jobs through the mill, in addition to hundreds of construction jobs.
"Any failure to raise the necessary capital means that Braidy Atlas will be unable to complete the construction of the mill,” Braidy Industries warned in a stock offering filed with the SEC.
Details of the company's financing and ownership have been shrouded in secrecy, though in SEC filings it disclosed that Bouchard now owns nearly 25 percent of Braidy shares but controls nearly 85 percent of the company through a shareholder agreement that grants him exclusive power to select the company's board of directors.
The commonwealth's stake is not spelled out but does not appear to meet a 20 percent threshold required for reporting by the SEC.
Among other financial dealings noted in the SEC filings:
- Braidy has retained Deutsche Bank as lead credit adviser, but "has no commitments or arrangements with Deutsche Bank or any other party to extend credit to finance the construction of the Braidy Atlas mill."
- The company has applied for up to $1 billion in long-term, low-cost debt financing from the U.S. Department of Energy's Advanced Technologies Vehicle Manufacturing Program. The loan subsidies would run for 10 years.
- The company may ask the German government for as much as $500 million in export credit support — a subsidized loan — to buy mill equipment from a German firm, but has yet to finish that application.
- Before it can borrow enough money to build the plant, Braidy expects it will need to raise $400 million to $500 million in equity capital from other sources. While the company says it is negotiating with investors who might provide millions, most could come by selling shares through Netcapital, an internet-based crowdfunding portal.
- Common stock would be issued at $18 per share, up from $10 in a March 2018 private stock sale.
- Braidy claims it has pre-sold twice the capacity of the mill for its first seven years of operation, but the company told the SEC: “None of the prospective customers who have indicated a desire to purchase aluminum from Braidy Atlas are contractually committed to do so." (Earlier this year, the company said over 160 percent of the mill's capacity was pre-sold to 10 customers it declined to name.)
- The total cost of the mill, initially set at nearly $1.3 billion, is now $1.68 billion.
- The company still expects to begin producing aluminum sheet and plate, primarily for the automotive industry, in 2020.
- Braidy had about $95 million in stockholders’ equity as of June 30, and reports a net loss of more than $12.8 million since it was created in 2016.
- Bouchard issued a $3,575,000 convertible note to an unidentified third party who has the right to convert that note into shares of Braidy's common stock. No other details of the deal were reported.
Bouchard and his company have declined to share significant details about their business plans, financing and customers in the past due to privacy concerns. While the state is an investor, the privately held company isn't required to share as much information about its inner workings as are corporations with publicly traded stock.
Jaunique Sealey, the company's executive vice president for business development, on Thursday issued a terse statement saying, "As we are currently in an active Reg. CF offering period, the governing SEC rules do not permit us to readily provide comment or give interviews during this window."
Although the company hasn't always been forthcoming with specific details, Bouchard hasn't been shy about forecasting smashing success for his latest venture as well as Kentucky.
"Our mission is not to make aluminum. Our mission is to rebuild Northeast Kentucky, and in fact all of Appalachia and other parts of Kentucky, with advanced technology," Bouchard told the crowd at the mill's June groundbreaking ceremony.
In this week's SEC documents, on its website and in prior comments to the Courier Journal, Braidy has touted Bouchard's prior success, including building three businesses to at least $1 billion in revenue.
Bevin, who secured state investment in the company without telling legislators exactly how the money would be used, also has expressed confidence in Bouchard's ability to deliver, although he acknowledges there are no guarantees.
"This is a guy who has created jobs and created opportunities, and I look forward to the fact that he’s going to do it here in this state," Bevin said in January. The governor's office did not respond to a request for comment Thursday afternoon.
However, most of Bouchard's past ventures grew through mergers and acquisitions – stitching together existing companies to combine multiple revenue streams to make a single number that might be impressive in size, but isn't always the best measure of long-term success.
A Courier Journal investigation earlier this year found that some of Bouchard's rapid-fire deals left his companies mired in debt and swimming in red ink, no matter how much revenue they made. In some instances, companies foundered after he left.
Acquisitions are now a part of the business strategy for Bouchard's new company.
Braidy Industries announced in March that it had acquired Veloxint, a company founded by Braidy board member and Massachusetts Institute of Technology professor Christopher Schuh that has developed new methods of making strong, lightweight alloys. In SEC documents Braidy described the company as "pre-revenue,'' meaning it has yet to make any money. It warned that it may have overpaid for Veloxint, saying the company's value "has not been verified."
The SEC filings also show that Bouchard borrowed about $15 million from Braidy Industries to make the Veloxint acquisition, using his Braidy shares as security. About $12 million has been repaid, with the balance expected by year's end.
That month it also announced the completion a $75 million private stock sale, with Bouchard himself buying $18.5 million in shares.
This week, Braidy announced another purchase, shelling out $4.2 million in cash for NanoAL LLC, an alloy-related venture started by faculty at Northwestern University. Like Veloxint, it is also described as "pre-revenue" in the SEC filings.
Public officials at the state and local level have supported Braidy's plan to build in Eastern Kentucky — a region that has hemorrhaged jobs for years amid employee layoffs and business closures. Greenup County Judge Executive Robert Carpenter has called Braidy a "godsend" for his community.
Both Boyd and Greenup counties granted the company a 20-year property tax exemption, though Braidy still is expected to contribute to public schools.
At Braidy's June groundbreaking ceremony at the EastPark industrial park, Ashland-area residents expressed excitement about the potential of the mill.
"It's an exciting moment for this area," said Tom Hilgendorf, of Ashland, in June. "Everybody's been holding their breath, I think, waiting for this moment."
Bouchard acknowledged the high expectations people have for his company and expressed confidence in their ability to succeed despite the tough work ahead.
"We have to execute. We have to prove ourselves. This community has shown the welcome of all time for us," Bouchard said. "We have to earn what they're saying about us, and we're going to do that."
Ashland aluminum rolling mill by the numbers
Braidy Industries has received an unusual direct state investment and other taxpayer subsidies for a planned aluminum rolling mill near Ashland. Here's how the project looks by the numbers:
►$1.68 billion: Current cost estimate for construction of the planned Braidy Atlas aluminum rolling mill, up from initial estimate of nearly $1.3 billion.
►$15 million: Total direct investment (so far) by the Commonwealth of Kentucky.
►$15 million: Future performance-based tax breaks available to the company.
►$1 billion: Amount of low-cost loans requested from the federal Department of Energy's Advanced Technologies Vehicle Manufacturing Program.
►$500 million: Potential request for assistance from the German government to buy equipment from a German firm.
►$401 million: Amount Braidy hopes to raise through online crowdfunding.
►$556,573: Cost of abandoning an initial South Shore site determined unusable for the mill.
►$12.8 million: Net loss since the company launched.
►$1.35 million: Amount spent to acquire land and a vacant building in the EastPark industrial center near Ashland.
►$29 million: Cost of acquiring Veloxint, a "pre-revenue" Massachusetts research and development firm holding a significant nanocrystalline alloy patent.
►$4.2 million: Cost of acquiring NanoAL LLC, a "pre-revenue" Illinois aluminum additive company.
►550: Number of jobs paying an average of $65,000 Braidy has promised to create.
►54: Number of Braidy, Veloxint and NanoAL employees in Kentucky, Illinois and Massachusetts as of September 18, 2018.
►Over 1,000: Most recent estimate of short-term mill construction jobs to be created.
Source: Securities and Exchange Commission filings.