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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Babcock and Wilcox Enterprises Inc | NYSE:BW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.02 | 1.89% | 1.08 | 1.11 | 1.05 | 1.06 | 482,464 | 01:00:00 |
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
47-2783641
|
(State or other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
|
||
1200 EAST MARKET STREET, SUITE 650
|
|
|
AKRON, OHIO
|
|
44305
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
BW
|
New York Stock Exchange
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
x
|
|
Smaller reporting company
|
|
x
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
|
PAGE
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
(in thousands, except per share amounts)
|
2020
|
2019
|
2020
|
2019
|
||||||||
Revenues
|
$
|
132,513
|
|
$
|
198,644
|
|
$
|
416,464
|
|
$
|
678,695
|
|
Costs and expenses:
|
|
|
|
|
||||||||
Cost of operations
|
75,156
|
|
158,273
|
|
292,691
|
|
563,171
|
|
||||
Selling, general and administrative expenses
|
35,689
|
|
35,956
|
|
107,876
|
|
120,431
|
|
||||
Advisory fees and settlement costs
|
3,846
|
|
4,474
|
|
10,074
|
|
22,862
|
|
||||
Restructuring activities
|
2,396
|
|
2,556
|
|
6,739
|
|
9,571
|
|
||||
Research and development costs
|
1,355
|
|
828
|
|
3,927
|
|
2,281
|
|
||||
Gain on asset disposals, net
|
(3
|
)
|
(266
|
)
|
(916
|
)
|
(224
|
)
|
||||
Total costs and expenses
|
118,439
|
|
201,821
|
|
420,391
|
|
718,092
|
|
||||
Operating income (loss)
|
14,074
|
|
(3,177
|
)
|
(3,927
|
)
|
(39,397
|
)
|
||||
Other (expense) income:
|
|
|
|
|
||||||||
Interest expense
|
(12,203
|
)
|
(29,463
|
)
|
(49,776
|
)
|
(67,434
|
)
|
||||
Interest income
|
167
|
|
112
|
|
430
|
|
872
|
|
||||
Loss on debt extinguishment
|
—
|
|
—
|
|
(6,194
|
)
|
(3,969
|
)
|
||||
Loss on sale of business
|
—
|
|
—
|
|
(108
|
)
|
(3,601
|
)
|
||||
Benefit plans, net
|
7,328
|
|
3,571
|
|
22,314
|
|
9,072
|
|
||||
Foreign exchange
|
24,963
|
|
(26,735
|
)
|
22,749
|
|
(27,382
|
)
|
||||
Other – net
|
(276
|
)
|
(255
|
)
|
(3,068
|
)
|
208
|
|
||||
Total other income (expense)
|
19,979
|
|
(52,770
|
)
|
(13,653
|
)
|
(92,234
|
)
|
||||
Income (loss) before income tax (benefit) expense
|
34,053
|
|
(55,947
|
)
|
(17,580
|
)
|
(131,631
|
)
|
||||
Income tax (benefit) expense
|
(502
|
)
|
1,043
|
|
(467
|
)
|
3,560
|
|
||||
Income (loss) from continuing operations
|
34,555
|
|
(56,990
|
)
|
(17,113
|
)
|
(135,191
|
)
|
||||
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
1,800
|
|
694
|
|
||||
Net income (loss)
|
34,555
|
|
(56,990
|
)
|
(15,313
|
)
|
(134,497
|
)
|
||||
Net loss attributable to non-controlling interest
|
169
|
|
35
|
|
407
|
|
137
|
|
||||
Net income (loss) attributable to stockholders
|
$
|
34,724
|
|
$
|
(56,955
|
)
|
$
|
(14,906
|
)
|
$
|
(134,360
|
)
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share - continuing operations
|
$
|
0.70
|
|
$
|
(1.39
|
)
|
$
|
(0.35
|
)
|
$
|
(5.21
|
)
|
Basic earnings per share - discontinued operations
|
—
|
|
—
|
|
0.04
|
|
0.03
|
|
||||
Basic earnings (loss) per share
|
$
|
0.70
|
|
$
|
(1.39
|
)
|
$
|
(0.31
|
)
|
$
|
(5.18
|
)
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share - continuing operations
|
$
|
0.69
|
|
$
|
(1.39
|
)
|
$
|
(0.35
|
)
|
$
|
(5.21
|
)
|
Diluted earnings per share - discontinued operations
|
—
|
|
—
|
|
0.04
|
|
0.03
|
|
||||
Diluted earnings (loss) per share
|
$
|
0.69
|
|
$
|
(1.39
|
)
|
$
|
(0.31
|
)
|
$
|
(5.18
|
)
|
|
|
|
|
|
||||||||
Shares used in the computation of earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Basic
|
49,478
|
|
40,879
|
|
47,585
|
|
25,950
|
|
||||
Diluted
|
50,056
|
|
40,879
|
|
47,585
|
|
25,950
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
(in thousands)
|
2020
|
2019
|
2020
|
2019
|
||||||||
Net income (loss)
|
$
|
34,555
|
|
$
|
(56,990
|
)
|
$
|
(15,313
|
)
|
$
|
(134,497
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
||||||||
Currency translation adjustments (CTA)
|
(22,916
|
)
|
21,433
|
|
(24,631
|
)
|
23,714
|
|
||||
|
|
|
|
|
||||||||
Reclassification of CTA to net loss
|
—
|
|
—
|
|
—
|
|
3,176
|
|
||||
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
||||||||
Unrealized losses on derivative financial instruments
|
—
|
|
—
|
|
—
|
|
(1,367
|
)
|
||||
Derivative financial instrument (losses) gains reclassified into net loss
|
—
|
|
—
|
|
—
|
|
202
|
|
||||
|
|
|
|
|
||||||||
Derivative financial instruments reclassified to advanced billings on contracts
|
—
|
|
(197
|
)
|
—
|
|
(197
|
)
|
||||
|
|
|
|
|
||||||||
Benefit obligations:
|
|
|
|
|
||||||||
Amortization of benefit plan benefits
|
(246
|
)
|
(515
|
)
|
(738
|
)
|
(1,385
|
)
|
||||
|
|
|
|
|
||||||||
Other comprehensive (loss) income
|
(23,162
|
)
|
20,721
|
|
(25,369
|
)
|
24,143
|
|
||||
Total comprehensive loss
|
11,393
|
|
(36,269
|
)
|
(40,682
|
)
|
(110,354
|
)
|
||||
Comprehensive (loss) income attributable to non-controlling interest
|
175
|
|
(88
|
)
|
434
|
|
341
|
|
||||
Comprehensive income (loss) attributable to stockholders
|
$
|
11,568
|
|
$
|
(36,357
|
)
|
$
|
(40,248
|
)
|
$
|
(110,013
|
)
|
(in thousands, except per share amount)
|
September 30, 2020
|
December 31, 2019
|
||||
Cash and cash equivalents
|
$
|
38,934
|
|
$
|
43,772
|
|
Restricted cash and cash equivalents
|
9,435
|
|
13,169
|
|
||
Accounts receivable – trade, net
|
126,841
|
|
142,201
|
|
||
Accounts receivable – other
|
52,137
|
|
23,263
|
|
||
Contracts in progress
|
73,882
|
|
91,579
|
|
||
Inventories
|
66,966
|
|
63,103
|
|
||
Other current assets
|
20,554
|
|
27,044
|
|
||
Current assets held for sale
|
4,816
|
|
8,089
|
|
||
Total current assets
|
393,565
|
|
412,220
|
|
||
Net property, plant and equipment, and finance lease
|
88,645
|
|
97,053
|
|
||
Goodwill
|
47,136
|
|
47,160
|
|
||
Intangible assets
|
23,691
|
|
25,300
|
|
||
Right-of-use assets
|
10,272
|
|
12,498
|
|
||
Other assets
|
34,902
|
|
24,966
|
|
||
Non-current assets held for sale
|
7,543
|
|
7,322
|
|
||
Total assets
|
$
|
605,754
|
|
$
|
626,519
|
|
|
|
|
|
|
||
Revolving credit facilities
|
$
|
—
|
|
$
|
179,000
|
|
Last out term loans
|
—
|
|
103,953
|
|
||
Financing lease liabilities
|
852
|
|
—
|
|
||
Accounts payable
|
79,983
|
|
109,913
|
|
||
Accrued employee benefits
|
17,365
|
|
18,256
|
|
||
Advance billings on contracts
|
54,046
|
|
75,287
|
|
||
Accrued warranty expense
|
26,803
|
|
33,376
|
|
||
Operating lease liabilities
|
3,968
|
|
4,323
|
|
||
Other accrued liabilities
|
86,772
|
|
68,848
|
|
||
Current liabilities held for sale
|
6,925
|
|
9,538
|
|
||
Total current liabilities
|
276,714
|
|
602,494
|
|
||
Revolving credit facilities
|
181,900
|
|
—
|
|
||
Last out term loans
|
173,330
|
|
—
|
|
||
Pension and other accumulated postretirement benefit liabilities
|
236,372
|
|
259,272
|
|
||
Non-current finance lease liabilities
|
29,917
|
|
30,454
|
|
||
Non-current operating lease liabilities
|
6,381
|
|
8,388
|
|
||
Other non-current liabilities
|
21,918
|
|
20,850
|
|
||
Total liabilities
|
926,532
|
|
921,458
|
|
||
Commitments and contingencies
|
|
|
||||
Stockholders' deficit:
|
|
|
||||
Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 52,006 and 46,374 at September 30, 2020 and December 31, 2019, respectively
|
4,760
|
|
4,699
|
|
||
Capital in excess of par value
|
1,157,811
|
|
1,142,614
|
|
||
Treasury stock at cost, 716 and 616 shares at September 30, 2020 and December 31, 2019, respectively
|
(105,985
|
)
|
(105,707
|
)
|
||
Accumulated deficit
|
(1,354,794
|
)
|
(1,339,888
|
)
|
||
Accumulated other comprehensive income (loss)
|
(23,443
|
)
|
1,926
|
|
||
Stockholders' deficit attributable to shareholders
|
(321,651
|
)
|
(296,356
|
)
|
||
Non-controlling interest
|
873
|
|
1,417
|
|
||
Total stockholders' deficit
|
(320,778
|
)
|
(294,939
|
)
|
||
Total liabilities and stockholders' deficit
|
$
|
605,754
|
|
$
|
626,519
|
|
|
Common Stock
|
Capital In
Excess of Par Value |
Treasury Stock
|
Accumulated Deficit
|
Accumulated
Other Comprehensive Income (Loss) |
Non-controlling
Interest |
Total
Stockholders’ Deficit |
||||||||||||||||
|
|||||||||||||||||||||||
|
Shares
|
Par Value
|
|||||||||||||||||||||
|
|
(in thousands, except share and per share amounts)
|
|||||||||||||||||||||
Balance at December 31, 2019
|
46,374
|
|
$
|
4,699
|
|
$
|
1,142,614
|
|
$
|
(105,707
|
)
|
$
|
(1,339,888
|
)
|
$
|
1,926
|
|
$
|
1,417
|
|
$
|
(294,939
|
)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(31,526
|
)
|
—
|
|
(96
|
)
|
(31,622
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,380
|
|
(58
|
)
|
2,322
|
|
|||||||
Defined benefit obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(246
|
)
|
—
|
|
(246
|
)
|
|||||||
Stock-based compensation charges
|
33
|
|
4
|
|
876
|
|
(9
|
)
|
—
|
|
—
|
|
—
|
|
871
|
|
|||||||
Dividends to non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(36
|
)
|
(36
|
)
|
|||||||
Balance at March 31, 2020
|
46,407
|
|
$
|
4,703
|
|
$
|
1,143,490
|
|
$
|
(105,716
|
)
|
$
|
(1,371,414
|
)
|
$
|
4,060
|
|
$
|
1,227
|
|
$
|
(323,650
|
)
|
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(18,104
|
)
|
—
|
|
(142
|
)
|
(18,246
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,095
|
)
|
37
|
|
(4,058
|
)
|
|||||||
Defined benefit obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(246
|
)
|
—
|
|
(246
|
)
|
|||||||
Stock-based compensation charges
|
—
|
|
—
|
|
923
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
922
|
|
|||||||
Equitized guarantee fee payment
|
1,713
|
|
17
|
|
3,883
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,900
|
|
|||||||
Equitized Last Out Term Loan interest payment
|
1,192
|
|
12
|
|
2,703
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,715
|
|
|||||||
Dividends to non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(37
|
)
|
(37
|
)
|
|||||||
Balance at June 30, 2020
|
49,312
|
|
$
|
4,732
|
|
$
|
1,150,999
|
|
$
|
(105,717
|
)
|
$
|
(1,389,518
|
)
|
$
|
(281
|
)
|
$
|
1,085
|
|
$
|
(338,700
|
)
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
34,724
|
|
—
|
|
(169
|
)
|
34,555
|
|
|||||||
Currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(22,916
|
)
|
(6
|
)
|
(22,922
|
)
|
|||||||
Defined benefit obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(246
|
)
|
—
|
|
(246
|
)
|
|||||||
Stock-based compensation charges
|
360
|
|
4
|
|
1,520
|
|
(268
|
)
|
—
|
|
—
|
|
—
|
|
1,256
|
|
|||||||
Equitized Last Out Term Loan interest payment
|
2,334
|
|
24
|
|
5,292
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,316
|
|
|||||||
Dividends to non-controlling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(37
|
)
|
(37
|
)
|
|||||||
Balance at September 30, 2020
|
52,006
|
|
$
|
4,760
|
|
$
|
1,157,811
|
|
$
|
(105,985
|
)
|
$
|
(1,354,794
|
)
|
$
|
(23,443
|
)
|
$
|
873
|
|
$
|
(320,778
|
)
|
|
Common Stock
|
Capital In
Excess of Par Value |
Treasury Stock
|
Accumulated Deficit
|
Accumulated
Other Comprehensive Loss |
Non-controlling
Interest |
Total
Stockholders’ Deficit |
||||||||||||||||
|
|||||||||||||||||||||||
|
Shares (1)
|
Par Value
|
|||||||||||||||||||||
|
|
(in thousands, except share and per share amounts)
|
|||||||||||||||||||||
Balance at December 31, 2018
|
16,879
|
|
$
|
1,748
|
|
$
|
1,047,062
|
|
$
|
(105,590
|
)
|
$
|
(1,217,914
|
)
|
$
|
(11,432
|
)
|
$
|
8,829
|
|
$
|
(277,297
|
)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(49,765
|
)
|
—
|
|
(101
|
)
|
(49,866
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,260
|
|
(21
|
)
|
10,239
|
|
|||||||
Derivative financial instruments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(954
|
)
|
—
|
|
(954
|
)
|
|||||||
Defined benefit obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(356
|
)
|
—
|
|
(356
|
)
|
|||||||
Stock-based compensation charges
|
7
|
|
—
|
|
404
|
|
(22
|
)
|
—
|
|
—
|
|
—
|
|
382
|
|
|||||||
Balance at March 31, 2019
|
16,886
|
|
$
|
1,748
|
|
$
|
1,047,466
|
|
$
|
(105,612
|
)
|
$
|
(1,267,679
|
)
|
$
|
(2,482
|
)
|
$
|
8,707
|
|
$
|
(317,852
|
)
|
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(27,640
|
)
|
—
|
|
(1
|
)
|
(27,641
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,803
|
)
|
(306
|
)
|
(5,109
|
)
|
|||||||
Derivative financial instruments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(211
|
)
|
—
|
|
(211
|
)
|
|||||||
Defined benefit obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(514
|
)
|
—
|
|
(514
|
)
|
|||||||
Stock-based compensation charges
|
2
|
|
—
|
|
205
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
204
|
|
|||||||
Issuance of beneficial conversion option of Last Out Term Loan Tranche A-3
|
—
|
|
—
|
|
2,022
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,022
|
|
|||||||
Warrants
|
—
|
|
—
|
|
6,066
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,066
|
|
|||||||
Balance at June 30, 2019
|
16,888
|
|
$
|
1,748
|
|
$
|
1,055,759
|
|
$
|
(105,613
|
)
|
$
|
(1,295,319
|
)
|
$
|
(8,010
|
)
|
$
|
8,400
|
|
$
|
(343,035
|
)
|
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(56,955
|
)
|
—
|
|
(35
|
)
|
(56,990
|
)
|
|||||||
Currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
21,433
|
|
123
|
|
21,556
|
|
|||||||
Derivative financial instruments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(197
|
)
|
—
|
|
(197
|
)
|
|||||||
Defined benefit obligations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(515
|
)
|
—
|
|
(515
|
)
|
|||||||
Stock-based compensation charges
|
66
|
|
7
|
|
1,225
|
|
(21
|
)
|
—
|
|
—
|
|
—
|
|
1,211
|
|
|||||||
Rights Offering
|
13,922
|
|
1,392
|
|
40,376
|
|
—
|
|
—
|
|
—
|
|
—
|
|
41,768
|
|
|||||||
Last Out Term Loan principal value exchanged for common stock
|
15,465
|
|
1,547
|
|
44,848
|
|
—
|
|
—
|
|
—
|
|
—
|
|
46,395
|
|
|||||||
Dividends to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(270
|
)
|
(270
|
)
|
|||||||
Balance at September 30, 2019
|
46,341
|
|
$
|
4,694
|
|
$
|
1,142,208
|
|
$
|
(105,634
|
)
|
$
|
(1,352,274
|
)
|
$
|
12,711
|
|
$
|
8,218
|
|
$
|
(290,077
|
)
|
|
Nine months ended September 30,
|
|||||
(in thousands)
|
2020
|
2019
|
||||
Cash flows from operating activities:
|
|
|||||
Net loss
|
$
|
(15,313
|
)
|
$
|
(134,497
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
||||
Depreciation and amortization of long-lived assets
|
12,296
|
|
19,123
|
|
||
Amortization of deferred financing costs, debt discount and payment-in-kind interest
|
16,013
|
|
42,185
|
|
||
Amortization of guaranty fee
|
698
|
|
—
|
|
||
Non-cash operating lease expense
|
3,600
|
|
4,134
|
|
||
Loss on sale of business
|
108
|
|
3,601
|
|
||
Loss on debt extinguishment
|
6,194
|
|
3,969
|
|
||
(Gains) losses on asset disposals and impairments
|
(916
|
)
|
(224
|
)
|
||
Benefit from deferred income taxes, including valuation allowances
|
(788
|
)
|
(722
|
)
|
||
Mark to market gains and prior service cost amortization for pension and postretirement plans
|
(738
|
)
|
(107
|
)
|
||
Stock-based compensation, net of associated income taxes
|
3,327
|
|
1,841
|
|
||
Equitized non-cash interest expense
|
8,031
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
||||
Accounts receivable
|
28,577
|
|
41,274
|
|
||
Accrued insurance receivable
|
(26,000
|
)
|
—
|
|
||
Contracts in progress
|
21,633
|
|
23,106
|
|
||
Advance billings on contracts
|
(23,161
|
)
|
(68,109
|
)
|
||
Inventories
|
(4,865
|
)
|
(6,571
|
)
|
||
Income taxes
|
(4,820
|
)
|
1,620
|
|
||
Accounts payable
|
(33,450
|
)
|
(71,284
|
)
|
||
Accrued and other current liabilities
|
13,793
|
|
(21,097
|
)
|
||
Accrued contract loss
|
(5,294
|
)
|
(49,820
|
)
|
||
Pension liabilities, accrued postretirement benefits and employee benefits
|
(25,922
|
)
|
(5,750
|
)
|
||
Other, net
|
(40,299
|
)
|
16,211
|
|
||
Net cash used in operating activities
|
(67,296
|
)
|
(201,117
|
)
|
||
Cash flows from investing activities:
|
|
|
||||
Purchase of property, plant and equipment
|
(2,274
|
)
|
(1,634
|
)
|
||
Proceeds from sale of business
|
8,000
|
|
7,445
|
|
||
Purchases of available-for-sale securities
|
(19,149
|
)
|
(3,469
|
)
|
||
Sales and maturities of available-for-sale securities
|
14,597
|
|
5,132
|
|
||
Other, net
|
784
|
|
(382
|
)
|
||
Net cash from investing activities
|
1,958
|
|
7,092
|
|
|
Nine months ended September 30,
|
|
||||
(in thousands)
|
2020
|
2019
|
||||
Cash flows from financing activities:
|
|
|
||||
Borrowings under our U.S. revolving credit facility
|
126,300
|
|
251,917
|
|
||
Repayments of our U.S. revolving credit facility
|
(123,400
|
)
|
(205,117
|
)
|
||
Borrowings under Last Out Term Loans
|
60,000
|
|
151,350
|
|
||
Repayments under Last Out Term Loans
|
—
|
|
(41,766
|
)
|
||
Repayments under our foreign revolving credit facilities
|
—
|
|
(605
|
)
|
||
Shares of our common stock returned to treasury stock
|
(278
|
)
|
(44
|
)
|
||
Proceeds from rights offering
|
—
|
|
40,376
|
|
||
Costs related to rights offering
|
—
|
|
(682
|
)
|
||
Debt issuance costs
|
(10,343
|
)
|
(15,509
|
)
|
||
Issuance of common stock
|
—
|
|
1,392
|
|
||
Other, net
|
98
|
|
(270
|
)
|
||
Net cash from financing activities
|
52,377
|
|
181,042
|
|
||
Effects of exchange rate changes on cash
|
4,389
|
|
(3,951
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(8,572
|
)
|
(16,934
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
56,941
|
|
60,279
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
48,369
|
|
$
|
43,345
|
|
•
|
entered into several amendments and waivers to avoid default and improve our liquidity under the terms of our credit agreement as described in Note 13 and Note 14, the most recent of which were Amendments No. 19, No. 20 and No. 21 dated January 17, 2020, January 31, 2020 and March 27, 2020, respectively;
|
•
|
on January 31, 2020, received $30.0 million of additional gross borrowings from B. Riley Financial, Inc. (together with its affiliates, "B. Riley") under a new Tranche A-4 of Last Out Term Loans, as described in in Note 14;
|
•
|
on January 31, 2020, received an incremental Tranche A-5 of Last Out Term Loan commitment to be used in the event certain customer letters of credit are drawn, as described in Note 14;
|
•
|
on March 12, 2020, filed for waiver of required minimum contributions to the U.S. Pension Plan as described in Note 12 and subsequently on October 1, 2020 received a letter from the Internal Revenue Service (the "IRS") that the 2019 waiver request had been approved subject to certain conditions; and
|
•
|
on March 17, 2020, we fully settled the remaining escrow associated with the sale of Palm Beach Resource Recovery Corporation ("PBRRC") and received $4.5 million in cash.
|
•
|
on April 6, 2020, we fully settled the remaining escrow associated with the sale of the MEGTEC and Universal businesses and received $3.5 million in cash;
|
•
|
on May 14, 2020, the Company entered into an agreement amending and restating our credit agreement with Bank of America, N.A., as administrative agent (the "Administrative Agent") and lender, and the other lenders party thereto. These amendments to the credit agreement, as amended and restated (the “A&R Credit Agreement”), among other amendments, extend the maturity date on the U.S. Revolving Credit Facility to June 30, 2022 and the maturity date on the Last Out Term Loans to December 30, 2022. Under the A&R Credit Agreement, B. Riley has committed to provide the Company with up to $70.0 million of additional Last Out Term Loans. B. Riley has entered into a
|
•
|
on May 14, 2020, we received $30.0 million of additional gross borrowings from B. Riley under a new Tranche A- 6 of Last Out Term Loans, as described in Note 14;
|
•
|
on October 10, 2020, we entered into a settlement agreement with an insurer in connection with five of the six European B&W Renewable EPC loss contracts. In connection with the insured losses recognized in prior years, we recognized this non-recurring loss recovery of $26.0 million as a reduction of our Cost of operations in our Condensed Consolidated Statements of Operations and recorded the insurance receivable in Accounts receivable - other in our Condensed Consolidated Balance Sheets for the quarter ending September 30, 2020 as we determined the loss recovery was probable. On October 23, 2020, we received gross proceeds of $26.0 million for the loss recovery recognized during the third quarter ending September 30, 2020, as described in Note 4; and
|
•
|
on October 30, 2020, we entered into Amendment No. 1 to our Amended and Restated Credit Agreement (the “A&R Amendment No. 1”) with Bank of America, N.A. A&R Amendment No. 1, among other matters, (i) provides that, under the A&R Credit Agreement, the "Commitment Reduction Amount" shall be an amount equal to (a) for any "Prepayment Event" relating to a "Recovery Event" (each as defined under the A&R Credit Agreement), 50% of the net cash proceeds with respect to such Prepayment Event, and (b) with respect to any other Prepayment Event under the A&R Credit Agreement, the net cash proceeds with respect to such Prepayment Event, and (ii) establishes new financial covenants for (i) interest coverage ratios beginning with a ratio of 0.50:1.00 for the quarter ending December 31, 2020 and up to 1.25:1.00 for the quarter ending March 31, 2022 and the last day of each fiscal quarter ending thereafter and (ii) senior leverage ratios beginning with 7.75:1.00 for the quarter ending December 31, 2020 and down to 2.25:1.00 for the quarter ending March 31, 2022 and the last day of each fiscal quarter ending thereafter.
|
•
|
temporary unpaid furloughs of certain employees:
|
•
|
temporarily deferring the monthly fee paid to BRPI Executive Consulting, LLC for the services of our Chief Executive Officer by 50%;
|
•
|
deferrals of the base salaries of our Chief Strategy Officer by 50%, Chief Financial Officer by 30% and our Senior Vice President of The Babcock & Wilcox Company by 30%;
|
•
|
suspension of our 401(k) company match for U.S. employees for the remainder of 2020;
|
•
|
approval by the Company’s Board for a temporary deferral of 50% of the cash compensation payable to non-employee directors under the Company’s board compensation program to be paid during the first quarter of 2021;
|
•
|
temporary rent payment deferrals related to leased facilities located in the U.S., Canada, Italy and Denmark;
|
•
|
utilizing options for government loans and programs in the U.S. and abroad that are appropriate and available; and
|
•
|
deferring, in accordance with the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") signed into law in March 2020, the Pension Plan contribution payments of $5.5 million each for the 2020 Plan year that would have been made on April 15, 2020, July 15, 2020 and October 15, 2020, respectively. In addition, we elected to defer the contribution payments of $1.1 million for the 2018 Plan year and $23.7 million for the 2019 Plan year that were both due on September 15, 2020. Per the 2019 Plan year waiver received on October 1, 2020, the $23.7 million deferred for the 2019 Plan year will now be funded over the next five years.
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
(in thousands, except per share amounts)
|
2020
|
2019
|
2020
|
2019
|
||||||||
Income (loss) from continuing operations
|
$
|
34,724
|
|
$
|
(56,955
|
)
|
$
|
(16,706
|
)
|
$
|
(135,054
|
)
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
—
|
|
1,800
|
|
694
|
|
||||
Net income (loss) attributable to stockholders
|
$
|
34,724
|
|
$
|
(56,955
|
)
|
$
|
(14,906
|
)
|
$
|
(134,360
|
)
|
|
|
|
|
|
||||||||
Weighted average shares used to calculate basic earnings (loss) per share (1)
|
49,478
|
|
40,879
|
|
47,585
|
|
25,950
|
|
||||
Dilutive effect of stock options, restricted stock and performance units
|
578
|
|
—
|
|
—
|
|
—
|
|
||||
Weighted average shares used to calculate diluted earnings (loss) per share
|
50,056
|
|
40,879
|
|
47,585
|
|
25,950
|
|
||||
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.70
|
|
$
|
(1.39
|
)
|
$
|
(0.35
|
)
|
$
|
(5.21
|
)
|
Discontinued operations
|
—
|
|
—
|
|
0.04
|
|
0.03
|
|
||||
Basic earnings (loss) per share
|
$
|
0.70
|
|
$
|
(1.39
|
)
|
$
|
(0.31
|
)
|
$
|
(5.18
|
)
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.69
|
|
$
|
(1.39
|
)
|
$
|
(0.35
|
)
|
$
|
(5.21
|
)
|
Discontinued operations
|
—
|
|
—
|
|
0.04
|
|
0.03
|
|
||||
Diluted earnings (loss) per share
|
$
|
0.69
|
|
$
|
(1.39
|
)
|
$
|
(0.31
|
)
|
$
|
(5.18
|
)
|
•
|
B&W Renewable segment: cost-effective technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, biomass energy and black liquor systems for the pulp and paper industry. The segment's leading technologies support a circular economy, diverting waste from landfills to use for power generation and replacing fossil fuels, while recovering metals and reducing emissions.
|
•
|
B&W Environmental segment: full suite of best-in-class emissions control and environmental technology solutions for utility and industrial steam generation applications around the world. The segment's broad experience includes systems for cooling, ash handling, particulate control, nitrogen oxides and sulfur dioxides removal, chemical looping for carbon control, and mercury control.
|
•
|
B&W Thermal segment: steam generation equipment, aftermarket parts, construction, maintenance and field services for plants in the power generation, oil and gas, and industrial sectors. The segment has an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others.
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
(in thousands)
|
2020
|
2019
|
2020
|
2019
|
||||||||
Revenues:
|
|
|
|
|
||||||||
B&W Renewable segment
|
|
|
|
|
||||||||
B&W Renewable
|
$
|
21,253
|
|
$
|
22,981
|
|
$
|
70,657
|
|
$
|
70,487
|
|
Vølund
|
17,809
|
|
28,311
|
|
47,913
|
|
88,414
|
|
||||
|
39,062
|
|
51,292
|
|
118,570
|
|
158,901
|
|
||||
B&W Environmental segment
|
|
|
|
|
||||||||
B&W Environmental
|
11,841
|
|
31,187
|
|
35,289
|
|
165,273
|
|
||||
SPIG
|
10,323
|
|
9,810
|
|
32,510
|
|
62,047
|
|
||||
GMAB
|
3,098
|
|
4,039
|
|
8,555
|
|
7,165
|
|
||||
|
25,262
|
|
45,036
|
|
76,354
|
|
234,485
|
|
||||
B&W Thermal segment
|
|
|
|
|
||||||||
B&W Thermal
|
70,025
|
|
108,157
|
|
223,920
|
|
315,587
|
|
||||
|
70,025
|
|
108,157
|
|
223,920
|
|
315,587
|
|
||||
|
|
|
|
|
||||||||
Eliminations
|
(1,836
|
)
|
(5,841
|
)
|
(2,380
|
)
|
(30,278
|
)
|
||||
|
$
|
132,513
|
|
$
|
198,644
|
|
$
|
416,464
|
|
$
|
678,695
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
(in thousands)
|
2020
|
2019
|
2020
|
2019
|
||||||||
Adjusted EBITDA
|
|
|
|
|
|
|
||||||
B&W Renewable segment
|
$
|
23,575
|
|
$
|
(615
|
)
|
$
|
22,003
|
|
$
|
(4,185
|
)
|
B&W Environmental segment
|
1,078
|
|
1,771
|
|
(137
|
)
|
2,453
|
|
||||
B&W Thermal segment
|
7,255
|
|
12,871
|
|
22,676
|
|
34,994
|
|
||||
Corporate
|
(4,916
|
)
|
(3,059
|
)
|
(12,864
|
)
|
(16,973
|
)
|
||||
Research and development costs
|
(1,355
|
)
|
(828
|
)
|
(3,927
|
)
|
(2,281
|
)
|
||||
|
25,637
|
|
10,140
|
|
27,751
|
|
14,008
|
|
||||
|
|
|
|
|
|
|
||||||
Restructuring activities
|
(2,396
|
)
|
(2,556
|
)
|
(6,739
|
)
|
(9,571
|
)
|
||||
Financial advisory services
|
(1,650
|
)
|
(1,213
|
)
|
(3,161
|
)
|
(8,368
|
)
|
||||
Settlement cost to exit B&W Renewable contract (1)
|
—
|
|
—
|
|
—
|
|
(6,575
|
)
|
||||
Advisory fees for settlement costs and liquidity planning
|
(1,387
|
)
|
(2,787
|
)
|
(5,156
|
)
|
(7,445
|
)
|
||||
Litigation legal costs
|
(809
|
)
|
(475
|
)
|
(1,757
|
)
|
(475
|
)
|
||||
Stock compensation
|
(1,175
|
)
|
(1,271
|
)
|
(3,074
|
)
|
(2,072
|
)
|
||||
Loss from business held for sale
|
(93
|
)
|
—
|
|
(411
|
)
|
—
|
|
||||
Depreciation & amortization
|
(4,056
|
)
|
(5,281
|
)
|
(12,296
|
)
|
(19,123
|
)
|
||||
Gain on asset disposals, net
|
3
|
|
266
|
|
916
|
|
224
|
|
||||
Operating income (loss)
|
14,074
|
|
(3,177
|
)
|
(3,927
|
)
|
(39,397
|
)
|
||||
Interest expense, net
|
(12,036
|
)
|
(29,351
|
)
|
(49,346
|
)
|
(66,562
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
—
|
|
(6,194
|
)
|
(3,969
|
)
|
||||
Loss on sale of business
|
—
|
|
—
|
|
(108
|
)
|
(3,601
|
)
|
||||
Net pension benefit before MTM
|
7,328
|
|
3,589
|
|
22,314
|
|
10,350
|
|
||||
MTM loss from benefit plans
|
—
|
|
(18
|
)
|
—
|
|
(1,278
|
)
|
||||
Foreign exchange
|
24,963
|
|
(26,735
|
)
|
22,749
|
|
(27,382
|
)
|
||||
Other – net
|
(276
|
)
|
(255
|
)
|
(3,068
|
)
|
208
|
|
||||
Total other income (expense)
|
19,979
|
|
(52,770
|
)
|
(13,653
|
)
|
(92,234
|
)
|
||||
Income (loss) before income tax (benefit) expense
|
34,053
|
|
(55,947
|
)
|
(17,580
|
)
|
(131,631
|
)
|
||||
Income tax (benefit) expense
|
(502
|
)
|
1,043
|
|
(467
|
)
|
3,560
|
|
||||
Income (loss) from continuing operations
|
34,555
|
|
(56,990
|
)
|
(17,113
|
)
|
(135,191
|
)
|
||||
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
1,800
|
|
694
|
|
||||
Net income (loss)
|
34,555
|
|
(56,990
|
)
|
(15,313
|
)
|
(134,497
|
)
|
||||
Net loss attributable to non-controlling interest
|
169
|
|
35
|
|
407
|
|
137
|
|
||||
Net income (loss) attributable to stockholders
|
$
|
34,724
|
|
$
|
(56,955
|
)
|
$
|
(14,906
|
)
|
$
|
(134,360
|
)
|
(1)
|
In March 2019, we entered into a settlement in connection with an additional B&W Renewable waste-to-energy EPC contract, for which notice to proceed was not given and the contract was not started. The settlement eliminated our obligations to act, and our risk related to acting, as the prime EPC should the project have moved forward.
|
(in thousands)
|
September 30, 2020
|
December 31, 2019
|
$ Change
|
% Change
|
|||||||
Contract assets - included in contracts in progress:
|
|
|
|
|
|||||||
Costs incurred less costs of revenue recognized
|
$
|
26,359
|
|
$
|
29,877
|
|
$
|
(3,518
|
)
|
(12
|
)%
|
Revenues recognized less billings to customers
|
47,523
|
|
61,702
|
|
(14,179
|
)
|
(23
|
)%
|
|||
Contracts in progress
|
$
|
73,882
|
|
$
|
91,579
|
|
$
|
(17,697
|
)
|
(19
|
)%
|
Contract liabilities - included in advance billings on contracts:
|
|
|
|
|
|||||||
Billings to customers less revenues recognized
|
$
|
52,410
|
|
$
|
76,468
|
|
$
|
(24,058
|
)
|
(31
|
)%
|
Costs of revenue recognized less cost incurred
|
1,636
|
|
(1,181
|
)
|
2,817
|
|
(239
|
)%
|
|||
Advance billings on contracts
|
$
|
54,046
|
|
$
|
75,287
|
|
$
|
(21,241
|
)
|
(28
|
)%
|
|
|
|
|
|
|||||||
Net contract balance
|
$
|
19,836
|
|
$
|
16,292
|
|
$
|
3,544
|
|
22
|
%
|
|
|
|
|
|
|||||||
Accrued contract losses
|
$
|
845
|
|
$
|
6,193
|
|
$
|
(5,348
|
)
|
(86
|
)%
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
(in thousands)
|
2020
|
2019
|
2020
|
2019
|
||||||||
Increases in gross profits for changes in estimates for over time contracts (1)
|
$
|
27,237
|
|
$
|
10,279
|
|
$
|
34,453
|
|
$
|
25,089
|
|
Decreases in gross profits for changes in estimates for over time contracts
|
(8,058
|
)
|
(13,248
|
)
|
(13,003
|
)
|
(35,892
|
)
|
||||
Net changes in gross profits for changes in estimates for over time contracts
|
$
|
19,179
|
|
$
|
(2,969
|
)
|
$
|
21,450
|
|
$
|
(10,803
|
)
|
•
|
The first contract, a waste-to-energy plant in Denmark, became a loss contract in the second quarter of 2016. As of September 30, 2020, this contract was approximately 100% complete and construction activities are complete as of the date of this report. The unit became operational during the second quarter of 2017. A settlement was reached with the customer to achieve takeover on January 31, 2019, after which only punch list items and other agreed to remediation items remain, most of which are expected to be performed during the customer's scheduled maintenance outages. As of January 31, 2019, the contract is in the warranty phase. During the three and nine months ended September 30, 2020, we recognized additional contract losses of $1.1 million and $1.9 million, respectively, inclusive of warranty. Our estimate at completion as of September 30, 2020 includes $9.5 million of total estimated liquidated damages. As of September 30, 2020, we expect no future charges due to this contract and, accordingly, have no reserve for estimated contract losses. During the three and nine months ended September 30, 2019, we recognized additional contract losses of $0.3 million and $2.3 million, respectively, on the contract as a result of identifying additional remediation costs in the third quarter of 2019. As of September 30, 2019, this contract had $1.6 million of accrued losses and was approximately 98% complete.
|
•
|
The second contract, a biomass plant in the United Kingdom, became a loss contract in the fourth quarter of 2016. As of September 30, 2020, this contract was approximately 100% complete. Trial operations began in April 2019 and takeover by the customer occurred effective May 2019. This project is subject to the March 29, 2019 settlement agreement described above. During the three months ended September 30, 2020, we did not recognize additional contract losses and during the nine months ended September 30, 2020, we recognized additional contract losses of $0.1 million on this contract as a result of additional punch list and other commissioning costs. Our estimate at completion as of September 30, 2020 includes $20.0 million of total estimated liquidated damages due to schedule delays. Our estimates at completion as of September 30, 2020 and 2019 also include contractual bonus opportunities for guaranteed higher power output and other performance metrics. As of September 30, 2020, we expect no future charges due to this contract and, accordingly, have no reserve for estimated contract losses. In the three and nine months ended September 30, 2019, we recognized contract losses of $0.7 million and $2.6 million, respectively, on this contract as a result of repairs required during startup commissioning activities, additional expected punch list and other commissioning costs, and changes in construction cost estimates. As of September 30, 2019, this contract had $0.2 million of accrued losses and was approximately 100% complete.
|
•
|
The third contract, a biomass plant in Denmark, became a loss contract in the fourth quarter of 2016. As of September 30, 2020, this contract was approximately 100% complete. Warranty began in March 2018, when we agreed to a partial takeover with the customer, and we agreed to a full takeover by the customer at the end of
|
•
|
The fourth contract, a biomass plant in the United Kingdom, became a loss contract in the fourth quarter of 2016. As of September 30, 2020, this contract was approximately 100% complete. Trial operations began in November 2018 and takeover by the customer occurred in February 2019, after which only final performance testing, for which performance metrics have been previously demonstrated, and punch list and other agreed upon items remain, some of which are expected to be performed during the customer's scheduled maintenance outages. During the three and nine months ended September 30, 2020, we recognized additional contract charges of $0.1 million and $0.3 million, respectively, on this contract due to changes in cost to complete remaining punch list and other close out items. Our estimate at completion as of September 30, 2020 includes $21.8 million of total estimated liquidated damages due to schedule delays. Our estimates at completion as of September 30, 2020 also include contractual bonus opportunities for guaranteed higher power output and other performance metrics. As of September 30, 2020, we expect no future charges due to this contract and, accordingly, we have no reserve for estimated contract losses. In the three and nine months ended September 30, 2019, we recognized additional contract losses of $0.4 million and $4.8 million, respectively, on this contract due to changes in estimated bonus revenue and cost to complete remaining punch list, remediation of certain performance guarantees and other close out items. Our estimates at completion as of September 30, 2019 also included contractual bonus opportunities for guaranteed higher power output and other performance metrics. As of September 30, 2019, this contract had $0.3 million of accrued losses and was approximately 99% complete.
|
•
|
The fifth contract, a biomass plant in the United Kingdom, became a loss contract in the second quarter of 2017. As of September 30, 2020, this contract was approximately 100% complete. This project is subject to the March 29, 2019 settlement agreement described above. We estimated the portion of this settlement related to waiver of the rejection right on the fifth loss contract was $81.1 million, which was recorded in the fourth quarter of 2018 as a reduction in the selling price. Under the settlement, our remaining performance obligations were limited to construction support services to complete certain key systems of the plant by May 31, 2019. The settlement also eliminated all historical claims and remaining liquidated damages. Remaining items at September 30, 2020 are primarily related to punch list and other finalization items for the key systems under the terms of the settlement and subcontract close outs. During the nine months ended September 30, 2020, our estimated loss on the contract improved by $0.4 million. Our estimate at completion as of September 30, 2020, includes $14.3 million of total estimated liquidated damages due to schedule delays. As of September 30, 2020, we expect no future charges due to this contract and, accordingly, we have no reserve for estimated contract losses. During the three and nine months ended September 30, 2019, our estimated loss on the contract improved by $0.9 million and $2.6 million, respectively, inclusive of warranty. As of September 30, 2019, this contract had $3.4 million of accrued losses and was approximately 98% complete.
|
•
|
The sixth contract, a waste-to-energy plant in the United Kingdom, became a loss contract in the second quarter of 2017. As of September 30, 2020, this contract was approximately 100% complete. Trial operations began in December 2018 and customer takeover occurred on January 25, 2019. The contract is in the warranty phase. During the three and nine months ended September 30, 2020, our estimated loss on the contract improved by $0.1 million and $0.5 million, respectively, inclusive of warranty. Our estimate at completion as of September 30, 2020 includes $20.0 million of total estimated liquidated damages due to schedule delays. As of September 30, 2020, the reserve for estimated contract losses recorded in other accrued liabilities in our Consolidated Balance Sheets was $0.1 million. In the three and nine months ended September 30, 2019, we revised our revenue and costs at completion for this contract, which resulted in additional contract losses of $0.1 million and $1.0 million, respectively, related to matters encountered in completing punch list items. As of September 30, 2019, this contract had $0.1 million of accrued losses and was approximately 100% complete.
|
(in thousands)
|
September 30, 2020
|
December 31, 2019
|
||||
Raw materials and supplies
|
$
|
47,349
|
|
$
|
42,685
|
|
Work in progress
|
6,710
|
|
7,502
|
|
||
Finished goods
|
12,907
|
|
12,916
|
|
||
Total inventories
|
$
|
66,966
|
|
$
|
63,103
|
|
(in thousands)
|
September 30, 2020
|
December 31, 2019
|
||||
Land
|
$
|
3,053
|
|
$
|
2,998
|
|
Buildings
|
84,262
|
|
84,005
|
|
||
Machinery and equipment
|
153,592
|
|
154,016
|
|
||
Property under construction
|
6,333
|
|
6,204
|
|
||
|
247,240
|
|
247,223
|
|
||
Less accumulated depreciation
|
187,587
|
|
180,562
|
|
||
Net property, plant and equipment
|
59,653
|
|
66,661
|
|
||
Finance lease
|
30,550
|
|
30,405
|
|
||
Less finance lease accumulated amortization
|
1,558
|
|
13
|
|
||
Net property, plant and equipment, and finance lease
|
$
|
88,645
|
|
$
|
97,053
|
|
(in thousands)
|
B&W Renewable
|
B&W Environmental
|
B&W Thermal
|
Total
|
||||||||
Balance at December 31, 2019
|
$
|
10,169
|
|
$
|
5,652
|
|
$
|
31,339
|
|
$
|
47,160
|
|
Currency translation adjustments
|
(5
|
)
|
(3
|
)
|
(16
|
)
|
(24
|
)
|
||||
Balance at September 30, 2020
|
$
|
10,164
|
|
$
|
5,649
|
|
$
|
31,323
|
|
$
|
47,136
|
|
(in thousands)
|
September 30, 2020
|
December 31, 2019
|
||||
Definite-lived intangible assets
|
|
|
||||
Customer relationships
|
$
|
24,634
|
|
$
|
24,440
|
|
Unpatented technology
|
15,288
|
|
14,917
|
|
||
Patented technology
|
2,625
|
|
2,598
|
|
||
Tradename
|
12,706
|
|
12,372
|
|
||
All other
|
9,255
|
|
9,225
|
|
||
Gross value of definite-lived intangible assets
|
64,508
|
|
63,552
|
|
||
Customer relationships amortization
|
(19,352
|
)
|
(18,616
|
)
|
||
Unpatented technology amortization
|
(6,358
|
)
|
(5,245
|
)
|
||
Patented technology amortization
|
(2,571
|
)
|
(2,476
|
)
|
||
Tradename amortization
|
(4,686
|
)
|
(4,257
|
)
|
||
All other amortization
|
(9,155
|
)
|
(8,963
|
)
|
||
Accumulated amortization
|
(42,122
|
)
|
(39,557
|
)
|
||
Net definite-lived intangible assets
|
$
|
22,386
|
|
$
|
23,995
|
|
Indefinite-lived intangible assets
|
|
|
||||
Trademarks and trade names
|
$
|
1,305
|
|
$
|
1,305
|
|
Total intangible assets, net
|
$
|
23,691
|
|
$
|
25,300
|
|
|
Nine months ended September 30,
|
|||||
(in thousands)
|
2020
|
2019
|
||||
Balance at beginning of period
|
$
|
25,300
|
|
$
|
30,793
|
|
Amortization expense
|
(2,564
|
)
|
(3,301
|
)
|
||
Currency translation adjustments and other
|
955
|
|
(1,060
|
)
|
||
Balance at end of the period
|
$
|
23,691
|
|
$
|
26,432
|
|
|
Amortization Expense
|
||
Year ending December 31, 2020
|
$
|
827
|
|
Year ending December 31, 2021
|
3,188
|
|
|
Year ending December 31, 2022
|
3,159
|
|
|
Year ending December 31, 2023
|
3,158
|
|
|
Year ending December 31, 2024
|
3,086
|
|
|
Year ending December 31, 2025
|
2,567
|
|
|
Thereafter
|
6,401
|
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
(in thousands)
|
Classification
|
2020
|
2019
|
2020
|
2019
|
||||||||
Operating lease expense:
|
|
|
|
|
|
||||||||
Operating lease expense
|
Selling, general and administrative expenses
|
$
|
1,433
|
|
$
|
1,569
|
|
$
|
4,329
|
|
$
|
5,067
|
|
Short-term lease expense
|
Selling, general and administrative expenses
|
866
|
|
1,193
|
|
1,346
|
|
6,153
|
|
||||
Variable lease expense (1)
|
Selling, general and administrative expenses
|
625
|
|
121
|
|
1,019
|
|
682
|
|
||||
Total operating lease expense
|
|
$
|
2,924
|
|
$
|
2,883
|
|
$
|
6,694
|
|
$
|
11,902
|
|
|
|
|
|
|
|
|
|||||||
Finance lease expense:
|
|
|
|
|
|
||||||||
Amortization of right-of-use assets
|
Selling, general and administrative expenses
|
$
|
517
|
|
$
|
—
|
|
$
|
1,546
|
|
$
|
—
|
|
Interest on lease liabilities
|
Interest expense
|
612
|
|
—
|
|
1,843
|
|
—
|
|
||||
Total finance lease expense
|
|
$
|
1,129
|
|
$
|
—
|
|
$
|
3,389
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||||
Sublease income (2)
|
Other – net
|
$
|
(22
|
)
|
$
|
(22
|
)
|
$
|
(65
|
)
|
$
|
(46
|
)
|
Net lease cost
|
|
$
|
4,031
|
|
$
|
2,861
|
|
$
|
10,018
|
|
$
|
11,856
|
|
(in thousands)
|
September 30, 2020
|
December 31, 2019
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||||
Operating cash flows from operating leases
|
$
|
4,275
|
|
$
|
6,578
|
|
Operating cash flows from finance leases
|
1,843
|
|
14
|
|
||
Financing cash flows from finance leases
|
(208
|
)
|
(12
|
)
|
||
|
|
|
||||
Right-of-use assets obtained in exchange for lease liabilities:
|
|
|
||||
Operating leases
|
$
|
1,525
|
|
$
|
3,014
|
|
Finance leases
|
$
|
146
|
|
$
|
30,404
|
|
|
|
|
||||
Weighted-average remaining lease term:
|
|
|
||||
Operating leases (in years)
|
3.1
|
|
3.4
|
|
||
Finance leases (in years)
|
14.2
|
|
15.0
|
|
||
Weighted-average discount rate:
|
|
|
||||
Operating leases
|
9.10
|
%
|
9.27
|
%
|
||
Finance leases
|
8.00
|
%
|
8.00
|
%
|
(in thousands)
|
Operating Leases
|
Finance Leases
|
Total
|
||||||
2020 (excluding the nine months ended September 30, 2020)
|
$
|
1,312
|
|
$
|
803
|
|
$
|
2,115
|
|
2021
|
4,246
|
|
3,277
|
|
7,523
|
|
|||
2022
|
3,003
|
|
3,342
|
|
6,345
|
|
|||
2023
|
1,992
|
|
3,408
|
|
5,400
|
|
|||
2024
|
1,151
|
|
3,473
|
|
4,624
|
|
|||
Thereafter
|
108
|
|
38,285
|
|
38,393
|
|
|||
Total
|
$
|
11,812
|
|
$
|
52,588
|
|
$
|
64,400
|
|
Less imputed interest
|
(1,463
|
)
|
(21,819
|
)
|
(23,282
|
)
|
|||
Lease liability
|
$
|
10,349
|
|
$
|
30,769
|
|
$
|
41,118
|
|
|
Nine months ended September 30,
|
|||||
(in thousands)
|
2020
|
2019
|
||||
Balance at beginning of period
|
$
|
33,376
|
|
$
|
45,117
|
|
Additions
|
4,508
|
|
4,793
|
|
||
Expirations and other changes
|
(3,523
|
)
|
(5,172
|
)
|
||
Payments
|
(8,410
|
)
|
(7,848
|
)
|
||
Translation and other
|
852
|
|
(1,292
|
)
|
||
Balance at end of period
|
$
|
26,803
|
|
$
|
35,598
|
|
|
Three months ended September 30,
|
|
Three months ended September 30,
|
|||||||||||||
|
2020
|
|
2019
|
|||||||||||||
(in thousands)
|
Total
|
Severance and related costs
|
COVID-19 related costs
|
Other (1)
|
|
Severance and related costs
|
||||||||||
B&W Renewable segment
|
$
|
594
|
|
$
|
340
|
|
$
|
23
|
|
$
|
231
|
|
|
$
|
414
|
|
B&W Environmental segment
|
299
|
|
119
|
|
52
|
|
128
|
|
|
193
|
|
|||||
B&W Thermal segment
|
1,370
|
|
422
|
|
92
|
|
856
|
|
|
805
|
|
|||||
Corporate
|
133
|
|
—
|
|
2
|
|
131
|
|
|
1,144
|
|
|||||
|
$
|
2,396
|
|
$
|
881
|
|
$
|
169
|
|
$
|
1,346
|
|
|
$
|
2,556
|
|
|
Nine months ended September 30,
|
|
Nine months ended September 30,
|
|||||||||||||
|
2020
|
|
2019
|
|||||||||||||
(in thousands)
|
Total
|
Severance and related costs
|
COVID-19 related costs
|
Other (1)
|
|
Severance and related costs
|
||||||||||
B&W Renewable segment
|
$
|
2,346
|
|
$
|
1,153
|
|
$
|
657
|
|
$
|
536
|
|
|
$
|
1,888
|
|
B&W Environmental segment
|
676
|
|
330
|
|
78
|
|
268
|
|
|
2,029
|
|
|||||
B&W Thermal segment
|
3,259
|
|
1,111
|
|
282
|
|
1,866
|
|
|
2,986
|
|
|||||
Corporate
|
458
|
|
—
|
|
94
|
|
364
|
|
|
2,668
|
|
|||||
|
$
|
6,739
|
|
$
|
2,594
|
|
$
|
1,111
|
|
$
|
3,034
|
|
|
$
|
9,571
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
(in thousands)
|
2020
|
2019
|
2020
|
2019
|
||||||||
Balance at beginning of period
|
$
|
5,087
|
|
$
|
6,974
|
|
$
|
5,359
|
|
$
|
7,359
|
|
Restructuring expense
|
2,396
|
|
2,557
|
|
6,739
|
|
9,572
|
|
||||
Payments
|
(2,307
|
)
|
(2,957
|
)
|
(6,922
|
)
|
(10,357
|
)
|
||||
Balance at end of period
|
$
|
5,176
|
|
$
|
6,574
|
|
$
|
5,176
|
|
$
|
6,574
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||
|
Three months ended September 30,
|
Nine months ended September 30,
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||||||||||||
(in thousands)
|
2020
|
2019
|
2020
|
2019
|
|
2020
|
2019
|
2020
|
2019
|
||||||||||||||||
Interest cost
|
$
|
8,263
|
|
$
|
10,685
|
|
$
|
24,773
|
|
$
|
32,507
|
|
|
$
|
88
|
|
$
|
139
|
|
$
|
232
|
|
$
|
378
|
|
Expected return on plan assets
|
(15,452
|
)
|
(13,901
|
)
|
(46,636
|
)
|
(41,700
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Amortization of prior service cost
|
44
|
|
28
|
|
130
|
|
83
|
|
|
(271
|
)
|
(540
|
)
|
(813
|
)
|
(1,618
|
)
|
||||||||
Recognized net actuarial (gain) loss
|
—
|
|
18
|
|
—
|
|
1,278
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Benefit plans, net (1)
|
(7,145
|
)
|
(3,170
|
)
|
(21,733
|
)
|
(7,832
|
)
|
|
(183
|
)
|
(401
|
)
|
(581
|
)
|
(1,240
|
)
|
||||||||
Service cost included in COS (2)
|
212
|
|
346
|
|
632
|
|
646
|
|
|
5
|
|
4
|
|
14
|
|
12
|
|
||||||||
Net periodic benefit cost (benefit)
|
$
|
(6,933
|
)
|
$
|
(2,824
|
)
|
$
|
(21,101
|
)
|
$
|
(7,186
|
)
|
|
$
|
(178
|
)
|
$
|
(397
|
)
|
$
|
(567
|
)
|
$
|
(1,228
|
)
|
(1)
|
Benefit plans, net, which is presented separately in the Condensed Consolidated Statements of Operations, is not allocated to the segments.
|
(2)
|
Service cost related to a small group of active participants is presented within cost of operations in the Condensed Consolidated Statement of Operations and is allocated to the B&W Thermal segment.
|
(i)
|
the maturity date of the U.S. Revolving Credit Facility is extended to June 30, 2022, and the maturity date of all Last Out Term Loans under the A&R Credit Agreement is extended to December 30, 2022 (six months after the maturity date of the U.S. Revolving Credit Facility);
|
(ii)
|
the interest rate for loans under the U.S. Revolving Credit Facility have been reduced to LIBOR plus 7.0% or base rate (as defined in the A&R Credit Agreement) plus 6.0%. These margins have been reduced by 2.0% if commitments under the U.S. Revolving Credit Facility are reduced to less than $200.0 million. The fee for letters of credit will be set at 4.0%;
|
(iii)
|
the interest rate for all Last Out Term Loans is set at 12.0%;
|
(iv)
|
the commitments under the U.S. Revolving Credit Facility automatically and permanently decrease in the following amounts on the following dates, which match the funding dates and amounts for the committed term loans: (x) $10.0 million on November 30, 2020; and (y) $5.0 million on each of March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022, respectively;
|
(v)
|
the amount of revolving loans and letters of credit available in currencies other than U.S. dollars has been capped at $125.0 million through April 30, 2021 and will step down to $110.0 million on May 1, 2021; and
|
(vi)
|
the amount of financial letters of credit has been capped at $75.0 million, and the amount of all letters of credit will be capped at $190.0 million through April 30, 2021 and step down to $175.0 million on May 1, 2021 (the “L/C Sublimit”).
|
•
|
0.50:1.00 for the quarter ending December 31, 2020
|
•
|
0.50:1.00 for the quarter ending March 31, 2021
|
•
|
0.80:1.00 for the quarter ending June 30, 2021
|
•
|
1.00:1.00 for the quarter ending September 30, 2021
|
•
|
1.10:1.00 for the quarter ending December 31, 2021
|
•
|
1.25:1.00 for the quarter ending March 31, 2022 and the last day of each fiscal quarter ending thereafter
|
•
|
7.75:1.00 for the quarter ending December 31, 2020
|
•
|
7.75:1.00 for the quarter ending March 31, 2021
|
•
|
4.25:1.00 for the quarter ending June 30, 2021
|
•
|
3.75:1.00 for the quarter ending September 30, 2021
|
•
|
3.00:1.00 for the quarter ending December 31, 2021
|
•
|
2.25:1.00 for the quarter ending March 31, 2022 and the last day of each fiscal quarter ending thereafter
|
|
September 30, 2020
|
|||||||||||
(in thousands)
|
A-3
|
A-4
|
A-6
|
Total
|
||||||||
Proceeds (1)
|
$
|
101,660
|
|
$
|
30,000
|
|
$
|
30,000
|
|
$
|
161,660
|
|
Discount and fees
|
8,650
|
|
—
|
|
—
|
|
8,650
|
|
||||
Paid-in-kind interest
|
3,020
|
|
—
|
|
—
|
|
3,020
|
|
||||
Net debt balance
|
$
|
113,330
|
|
$
|
30,000
|
|
$
|
30,000
|
|
$
|
173,330
|
|
|
December 31, 2019
|
||
(in thousands)
|
A-3
|
||
Proceeds (1)
|
$
|
101,660
|
|
Discount and fees
|
8,650
|
|
|
Paid-in-kind interest
|
3,020
|
|
|
Principal
|
113,330
|
|
|
Unamortized discount and fees
|
(9,377
|
)
|
|
Net debt balance
|
$
|
103,953
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
(in thousands)
|
2020
|
2019
|
2020
|
2019
|
||||||||
Components associated with borrowings from:
|
|
|
|
|
||||||||
U.S. Revolving Credit Facility
|
$
|
3,382
|
|
$
|
4,292
|
|
$
|
10,830
|
|
$
|
11,644
|
|
Last Out Term Loans - cash interest
|
—
|
|
3,613
|
|
6,140
|
|
7,732
|
|
||||
Last Out Term Loans - equitized interest
|
5,315
|
|
—
|
|
8,031
|
|
—
|
|
||||
Last Out Term Loans - paid-in-kind interest
|
—
|
|
1,024
|
|
—
|
|
5,964
|
|
||||
|
8,697
|
|
8,929
|
|
25,001
|
|
25,340
|
|
||||
Components associated with amortization or accretion of:
|
|
|
|
|
||||||||
U.S. Revolving Credit Facility - deferred financing fees and commitment fees
|
1,711
|
|
8,836
|
|
14,376
|
|
22,985
|
|
||||
U.S. Revolving Credit Facility contingent consent fee for Amendment 16
|
—
|
|
5,011
|
|
—
|
|
9,686
|
|
||||
U.S. Revolving Credit Facility - deferred ticking fee for Amendment 16
|
—
|
|
—
|
|
1,660
|
|
—
|
|
||||
Last Out Term Loans - discount and financing fees
|
(545
|
)
|
6,445
|
|
3,183
|
|
8,514
|
|
||||
|
1,166
|
|
20,292
|
|
19,219
|
|
41,185
|
|
||||
|
|
|
|
|
||||||||
Other interest expense
|
2,340
|
|
242
|
|
5,556
|
|
909
|
|
||||
|
|
|
|
|
||||||||
Total interest expense
|
$
|
12,203
|
|
$
|
29,463
|
|
$
|
49,776
|
|
$
|
67,434
|
|
(in thousands)
|
September 30, 2020
|
December 31, 2019
|
September 30, 2019
|
December 31, 2018
|
||||||||
Held by foreign entities
|
$
|
36,848
|
|
$
|
38,921
|
|
$
|
30,590
|
|
$
|
35,522
|
|
Held by U.S. entities
|
2,086
|
|
4,851
|
|
1,473
|
|
7,692
|
|
||||
Cash and cash equivalents of continuing operations
|
38,934
|
|
43,772
|
|
32,063
|
|
43,214
|
|
||||
|
|
|
|
|
||||||||
Reinsurance reserve requirements
|
3,443
|
|
9,318
|
|
8,802
|
|
11,768
|
|
||||
Restricted foreign accounts
|
2,752
|
|
3,851
|
|
2,480
|
|
5,297
|
|
||||
Bank guarantee collateral
|
3,240
|
|
—
|
|
—
|
|
—
|
|
||||
Restricted cash and cash equivalents
|
9,435
|
|
13,169
|
|
11,282
|
|
17,065
|
|
||||
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows
|
$
|
48,369
|
|
$
|
56,941
|
|
$
|
43,345
|
|
$
|
60,279
|
|
|
Nine months ended September 30,
|
|||||
(in thousands)
|
2020
|
2019
|
||||
Income tax payments, net
|
$
|
3,967
|
|
$
|
304
|
|
|
|
|
||||
Interest payments on our U.S. Revolving Credit Facility
|
$
|
8,280
|
|
$
|
9,748
|
|
Interest payments on our Last Out Term Loans
|
6,140
|
|
4,909
|
|
||
Total cash paid for interest
|
$
|
14,420
|
|
$
|
14,657
|
|
(in thousands)
|
Currency translation
(loss) gain
|
Net unrecognized loss related to benefit plans
(net of tax)
|
Total
|
||||||
Balance at December 31, 2019
|
$
|
5,743
|
|
$
|
(3,817
|
)
|
$
|
1,926
|
|
Other comprehensive income (loss) before reclassifications
|
2,380
|
|
—
|
|
2,380
|
|
|||
Reclassified from AOCI to net income (loss)
|
—
|
|
(246
|
)
|
(246
|
)
|
|||
Net other comprehensive income (loss)
|
2,380
|
|
(246
|
)
|
2,134
|
|
|||
Balance at March 31, 2020
|
$
|
8,123
|
|
$
|
(4,063
|
)
|
$
|
4,060
|
|
Other comprehensive income (loss) before reclassifications
|
(4,095
|
)
|
—
|
|
(4,095
|
)
|
|||
Reclassified from AOCI to net income (loss)
|
—
|
|
(246
|
)
|
(246
|
)
|
|||
Net other comprehensive income (loss)
|
(4,095
|
)
|
(246
|
)
|
(4,341
|
)
|
|||
Balance at June 30, 2020
|
$
|
4,028
|
|
$
|
(4,309
|
)
|
$
|
(281
|
)
|
Other comprehensive income (loss) before reclassifications
|
(22,916
|
)
|
—
|
|
(22,916
|
)
|
|||
Reclassified from AOCI to net income (loss)
|
—
|
|
(246
|
)
|
(246
|
)
|
|||
Net other comprehensive income (loss)
|
(22,916
|
)
|
(246
|
)
|
(23,162
|
)
|
|||
Balance at September 30, 2020
|
$
|
(18,888
|
)
|
$
|
(4,555
|
)
|
$
|
(23,443
|
)
|
(in thousands)
|
Currency translation
(loss) gain
|
Net unrealized gain (loss)
on derivative instruments
|
Net unrecognized loss related to benefit plans
(net of tax)
|
Total
|
||||||||
Balance at December 31, 2018
|
$
|
(10,834
|
)
|
$
|
1,362
|
|
$
|
(1,960
|
)
|
$
|
(11,432
|
)
|
Other comprehensive income (loss) before reclassifications
|
10,260
|
|
(1,178
|
)
|
—
|
|
9,082
|
|
||||
Reclassified from AOCI to net income (loss)
|
—
|
|
224
|
|
(356
|
)
|
(132
|
)
|
||||
Net other comprehensive income (loss)
|
10,260
|
|
(954
|
)
|
(356
|
)
|
8,950
|
|
||||
Balance at March 31, 2019
|
$
|
(574
|
)
|
$
|
408
|
|
$
|
(2,316
|
)
|
$
|
(2,482
|
)
|
Other comprehensive loss before reclassifications
|
(7,979
|
)
|
(189
|
)
|
—
|
|
(8,168
|
)
|
||||
Reclassified from AOCI to net income (loss)
|
3,176
|
|
(22
|
)
|
(514
|
)
|
2,640
|
|
||||
Net other comprehensive (loss) income
|
(4,803
|
)
|
(211
|
)
|
(514
|
)
|
(5,528
|
)
|
||||
Balance at June 30, 2019
|
$
|
(5,377
|
)
|
$
|
197
|
|
$
|
(2,830
|
)
|
$
|
(8,010
|
)
|
Other comprehensive loss before reclassifications
|
21,433
|
|
$
|
—
|
|
$
|
—
|
|
21,433
|
|
||
Reclassified from AOCI to net income (loss)
|
—
|
|
$
|
—
|
|
$
|
(515
|
)
|
(515
|
)
|
||
Amounts reclassified from AOCI to advanced billings on contracts
|
—
|
|
(197
|
)
|
—
|
|
(197
|
)
|
||||
Net other comprehensive (loss) income
|
21,433
|
|
(197
|
)
|
(515
|
)
|
20,721
|
|
||||
Balance at September 30, 2019
|
$
|
16,056
|
|
$
|
—
|
|
$
|
(3,345
|
)
|
$
|
12,711
|
|
AOCI component
|
Line items in the Condensed Consolidated Statements of Operations affected by reclassifications from AOCI
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
2020
|
2019
|
2020
|
2019
|
||||||||||
Release of currency translation gain with the sale of equity method investment and the sale of business
|
Loss on sale of business
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(3,176
|
)
|
Derivative financial instruments
|
Other – net
|
—
|
|
—
|
|
—
|
|
(202
|
)
|
||||
|
Net loss
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(3,378
|
)
|
|
|
|
|
|
|
||||||||
Amortization of prior service cost on benefit obligations
|
Benefit plans, net
|
246
|
|
515
|
|
738
|
|
1,385
|
|
||||
|
Net income
|
$
|
246
|
|
$
|
515
|
|
$
|
738
|
|
$
|
1,385
|
|
(in thousands)
|
|
|
|
||||||
Available-for-sale securities
|
September 30, 2020
|
Level 1
|
Level 2
|
||||||
Corporate notes and bonds
|
$
|
10,612
|
|
$
|
10,612
|
|
$
|
—
|
|
Mutual funds
|
577
|
|
—
|
|
577
|
|
|||
United States Government and agency securities
|
6,132
|
|
6,132
|
|
—
|
|
|||
Total fair value of available-for-sale securities
|
$
|
17,321
|
|
$
|
16,744
|
|
$
|
577
|
|
(in thousands)
|
|
|
|
||||||
Available-for-sale securities
|
December 31, 2019
|
Level 1
|
Level 2
|
||||||
Corporate notes and bonds
|
$
|
8,310
|
|
$
|
8,310
|
|
$
|
—
|
|
Mutual funds
|
587
|
|
—
|
|
587
|
|
|||
United States Government and agency securities
|
3,868
|
|
3,868
|
|
—
|
|
|||
Total fair value of available-for-sale securities
|
$
|
12,765
|
|
$
|
12,178
|
|
$
|
587
|
|
•
|
Cash and cash equivalents and restricted cash and cash equivalents. The carrying amounts that we have reported in the accompanying Condensed Consolidated Balance Sheets for cash and cash equivalents and restricted cash and cash equivalents approximate their fair values due to their highly liquid nature.
|
•
|
Revolving debt and Last Out Term Loans. We base the fair values of debt instruments on quoted market prices. Where quoted prices are not available, we base the fair values on Level 2 inputs such as the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. The fair value of our debt instruments approximated their carrying value at September 30, 2020 and December 31, 2019.
|
•
|
Warrants. The fair value of the warrants was established using the Black-Scholes option pricing model value approach.
|
(in thousands)
|
September 30, 2020
|
December 31, 2019
|
||||
Accounts receivable – trade, net
|
$
|
1,527
|
|
$
|
5,472
|
|
Accounts receivable – other
|
77
|
|
147
|
|
||
Contracts in progress
|
797
|
|
586
|
|
||
Inventories
|
2,292
|
|
1,555
|
|
||
Other current assets
|
123
|
|
329
|
|
||
Current assets held for sale
|
4,816
|
|
8,089
|
|
||
|
|
|
||||
Net property, plant and equipment
|
6,793
|
|
6,534
|
|
||
Intangible assets
|
732
|
|
725
|
|
||
Right-of-use-asset
|
57
|
|
63
|
|
||
Other assets
|
(39
|
)
|
—
|
|
||
Non-current assets held for sale
|
7,543
|
|
7,322
|
|
||
|
|
|
||||
Total assets held for sale
|
$
|
12,359
|
|
$
|
15,411
|
|
|
|
|
||||
Accounts payable
|
$
|
5,352
|
|
$
|
7,898
|
|
Accrued employee benefits
|
317
|
|
430
|
|
||
Advance billings on contracts
|
76
|
|
227
|
|
||
Accrued warranty expense
|
517
|
|
515
|
|
||
Operating lease liabilities
|
33
|
|
6
|
|
||
Other accrued liabilities
|
630
|
|
462
|
|
||
Current liabilities held for sale
|
6,925
|
|
9,538
|
|
||
|
|
|
||||
Total liabilities held for sale
|
$
|
6,925
|
|
$
|
9,538
|
|
•
|
B&W Renewable segment: cost-effective technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, biomass energy and black liquor systems for the pulp and paper industry. The segment's leading technologies support a circular economy, diverting waste from landfills to use for power generation and replacing fossil fuels, while recovering metals and reducing emissions.
|
•
|
B&W Environmental segment: full suite of best-in-class emissions control and environmental technology solutions for utility and industrial steam generation applications around the world. The segment's broad experience includes systems for cooling, ash handling, particulate control, nitrogen oxides and sulfur dioxides removal, chemical looping for carbon control, and mercury control.
|
•
|
B&W Thermal segment: steam generation equipment, aftermarket parts, construction, maintenance and field services for plants in the power generation, oil and gas, and industrial sectors. The segment has an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others.
|
•
|
Customers’ concern regarding the duration and magnitude of COVID-19;
|
•
|
Customers’ hesitance to place large orders;
|
•
|
Certain planned 2020 projects being extended out to next year and beyond;
|
•
|
Field service personnel unable to get to certain site projects;
|
•
|
Travel restrictions impeding our ability to acquire new customers; and
|
•
|
International growth plans hindered by recruitment, training & deployment of new field personnel.
|
•
|
On October 10, 2020, we entered into a settlement agreement with an insurer in connection with five of the six European B&W Renewable EPC loss contracts. In connection with the insured losses recognized in prior years, we recognized this non-recurring loss recovery of $26.0 million as a reduction of our Cost of operations in our Condensed Consolidated Statements of Operations and recorded the insurance receivable in Accounts receivable - other in our Condensed Consolidated Balance Sheets for the period ending September 30, 2020 because we determined the loss recovery was probable as of such date. On October 23, 2020, we received gross proceeds of $26.0 million, as described in Note 4.
|
•
|
$2.4 million and $6.7 million of restructuring costs were recognized in the three and nine months ended September 30, 2020, respectively, compared to $2.6 million and $9.6 million of restructuring costs recognized in the three and nine months ended September 30, 2019, respectively. The restructuring costs primarily related to severance and other costs in the first nine months of 2020 and was primarily related to severance in the first nine months of 2019.
|
•
|
$1.7 million and $3.2 million of financial advisory service fees were recorded in the three and nine months ended September 30, 2020, respectively, compared to $1.2 million and $8.4 million in the corresponding periods of 2019. These services are required under our U.S. Revolving Credit Facility. Financial advisory service fees are included in advisory fees and settlement costs in the Condensed Consolidated Statement of Operations.
|
•
|
$6.6 million of settlement cost was recognized in the first quarter of 2019 in connection with an additional European waste-to-energy EPC contract, for which notice to proceed was not given and the contract was not started and is included in advisory fees and settlement costs in the Condensed Consolidated Statement of Operations. The settlement limits our obligations to our core scope activities and eliminates risk related to acting as the prime EPC should the project have moved forward.
|
•
|
$1.4 million and $5.2 million of legal and other advisory fees were recognized in the three and nine months ended September 30, 2020, respectively, compared to $2.8 million and $7.4 million in the corresponding periods of 2019. These fees are related to the contract settlement and liquidity planning and are included in advisory fees and settlement costs in the Condensed Consolidated Statement of Operations. The contract settlement is further described above and in Note 4 to the Condensed Consolidated Financial Statements.
|
•
|
$2.0 million and 4.0 million of accelerated depreciation expense for the three and nine months ended September 30, 2019, respectively, for fixed assets affected by our September 2018 announcement to consolidate office space and relocate our global headquarters to Akron, Ohio in December 2019.
|
•
|
$1.3 million of actuarially determined mark to market ("MTM") losses on our pension and other post-retirement benefits in the nine months ended September 30, 2019. MTM losses are further described in Note 12 to the Condensed Consolidated Financial Statements.
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||||||||
(in thousands)
|
2020
|
2019
|
$ Change
|
2020
|
2019
|
$ Change
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
||||||||||||
B&W Renewable segment
|
$
|
39,062
|
|
$
|
51,292
|
|
$
|
(12,230
|
)
|
$
|
118,570
|
|
$
|
158,901
|
|
$
|
(40,331
|
)
|
B&W Environmental segment
|
25,262
|
|
45,036
|
|
(19,774
|
)
|
76,354
|
|
234,485
|
|
(158,131
|
)
|
||||||
B&W Thermal segment
|
70,025
|
|
108,157
|
|
(38,132
|
)
|
223,920
|
|
315,587
|
|
(91,667
|
)
|
||||||
Eliminations
|
(1,836
|
)
|
(5,841
|
)
|
4,005
|
|
(2,380
|
)
|
(30,278
|
)
|
27,898
|
|
||||||
|
$
|
132,513
|
|
$
|
198,644
|
|
$
|
(66,131
|
)
|
$
|
416,464
|
|
$
|
678,695
|
|
$
|
(262,231
|
)
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||||||||
(in thousands)
|
2020
|
2019
|
$ Change
|
2020
|
2019
|
$ Change
|
||||||||||||
Adjusted EBITDA
|
|
|
|
|
|
|
||||||||||||
B&W Renewable segment
|
$
|
23,575
|
|
$
|
(615
|
)
|
$
|
24,190
|
|
$
|
22,003
|
|
$
|
(4,185
|
)
|
$
|
26,188
|
|
B&W Environmental segment
|
1,078
|
|
1,771
|
|
(693
|
)
|
(137
|
)
|
2,453
|
|
(2,590
|
)
|
||||||
B&W Thermal segment
|
7,255
|
|
12,871
|
|
(5,616
|
)
|
22,676
|
|
34,994
|
|
(12,318
|
)
|
||||||
Corporate
|
(4,916
|
)
|
(3,059
|
)
|
(1,857
|
)
|
(12,864
|
)
|
(16,973
|
)
|
4,109
|
|
||||||
Research and development costs
|
(1,355
|
)
|
(828
|
)
|
(527
|
)
|
(3,927
|
)
|
(2,281
|
)
|
(1,646
|
)
|
||||||
|
$
|
25,637
|
|
$
|
10,140
|
|
$
|
15,497
|
|
$
|
27,751
|
|
$
|
14,008
|
|
$
|
13,743
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||||||||
(in thousands)
|
2020
|
2019
|
$ Change
|
2020
|
2019
|
$ Change
|
||||||||||||
Adjusted gross profit (loss) (1)
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss)
|
$
|
14,074
|
|
$
|
(3,177
|
)
|
$
|
17,251
|
|
$
|
(3,927
|
)
|
$
|
(39,397
|
)
|
$
|
35,470
|
|
Selling, general and administrative ("SG&A") expenses
|
35,611
|
|
35,828
|
|
(217
|
)
|
107,647
|
|
120,045
|
|
(12,398
|
)
|
||||||
Advisory fees and settlement costs
|
3,846
|
|
4,474
|
|
(628
|
)
|
10,074
|
|
22,862
|
|
(12,788
|
)
|
||||||
Amortization expense
|
1,365
|
|
972
|
|
393
|
|
4,110
|
|
3,301
|
|
809
|
|
||||||
Restructuring activities
|
2,396
|
|
2,556
|
|
(160
|
)
|
6,739
|
|
9,571
|
|
(2,832
|
)
|
||||||
Research and development costs
|
1,355
|
|
828
|
|
527
|
|
3,927
|
|
2,281
|
|
1,646
|
|
||||||
Losses (gains) on asset disposals, net
|
(3
|
)
|
(266
|
)
|
263
|
|
(916
|
)
|
(224
|
)
|
(692
|
)
|
||||||
|
$
|
58,644
|
|
$
|
41,215
|
|
$
|
17,429
|
|
$
|
127,654
|
|
$
|
118,439
|
|
$
|
9,215
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||||||||
(in thousands)
|
2020
|
2019
|
$ Change
|
2020
|
2019
|
$ Change
|
||||||||||||
Adjusted gross profit (loss)
|
|
|
|
|
|
|
||||||||||||
B&W Renewable segment
|
$
|
32,092
|
|
$
|
6,571
|
|
$
|
25,521
|
|
$
|
48,401
|
|
$
|
19,297
|
|
$
|
29,104
|
|
B&W Environmental segment
|
5,929
|
|
9,030
|
|
(3,101
|
)
|
15,465
|
|
33,613
|
|
(18,148
|
)
|
||||||
B&W Thermal segment
|
20,623
|
|
25,614
|
|
(4,991
|
)
|
63,788
|
|
65,530
|
|
(1,742
|
)
|
||||||
|
$
|
58,644
|
|
$
|
41,215
|
|
$
|
17,429
|
|
$
|
127,654
|
|
$
|
118,440
|
|
$
|
9,214
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||||||||
(in thousands)
|
2020
|
2019
|
$ Change
|
2020
|
2019
|
$ Change
|
||||||||||||
Revenues
|
$
|
39,062
|
|
$
|
51,292
|
|
$
|
(12,230
|
)
|
$
|
118,570
|
|
$
|
158,901
|
|
$
|
(40,331
|
)
|
Adjusted EBITDA
|
$
|
23,575
|
|
$
|
(615
|
)
|
$
|
24,190
|
|
$
|
22,003
|
|
$
|
(4,185
|
)
|
$
|
26,188
|
|
Adjusted gross profit
|
$
|
32,092
|
|
$
|
6,571
|
|
$
|
25,521
|
|
$
|
48,401
|
|
$
|
19,297
|
|
$
|
29,104
|
|
Adjusted gross profit (loss) %
|
82.2
|
%
|
12.8
|
%
|
|
40.8
|
%
|
12.1
|
%
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||||||||
(In thousands)
|
2020
|
2019
|
$ Change
|
2020
|
2019
|
$ Change
|
||||||||||||
Revenues
|
$
|
25,262
|
|
$
|
45,036
|
|
$
|
(19,774
|
)
|
$
|
76,354
|
|
$
|
234,485
|
|
$
|
(158,131
|
)
|
Adjusted EBITDA
|
$
|
1,078
|
|
$
|
1,771
|
|
$
|
(693
|
)
|
$
|
(137
|
)
|
$
|
2,453
|
|
$
|
(2,590
|
)
|
Adjusted gross profit
|
$
|
5,929
|
|
$
|
9,030
|
|
$
|
(3,101
|
)
|
$
|
15,465
|
|
$
|
33,613
|
|
$
|
(18,148
|
)
|
Adjusted gross profit %
|
23.5
|
%
|
20.1
|
%
|
|
20.3
|
%
|
14.3
|
%
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||||||||
(In thousands)
|
2020
|
2019
|
$ Change
|
2020
|
2019
|
$ Change
|
||||||||||||
Revenues
|
$
|
70,025
|
|
$
|
108,157
|
|
$
|
(38,132
|
)
|
$
|
223,920
|
|
$
|
315,587
|
|
$
|
(91,667
|
)
|
Adjusted EBITDA
|
$
|
7,255
|
|
$
|
12,871
|
|
$
|
(5,616
|
)
|
$
|
22,676
|
|
$
|
34,994
|
|
$
|
(12,318
|
)
|
Adjusted gross profit
|
$
|
20,623
|
|
$
|
25,614
|
|
$
|
(4,991
|
)
|
$
|
63,788
|
|
$
|
65,530
|
|
$
|
(1,742
|
)
|
Adjusted gross profit %
|
29.5
|
%
|
23.7
|
%
|
|
28.5
|
%
|
20.8
|
%
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
(In approximate millions)
|
2020
|
2019
|
2020
|
2019
|
||||||||
B&W Renewable(1)
|
$
|
26
|
|
$
|
27
|
|
$
|
91
|
|
$
|
(27
|
)
|
B&W Environmental
|
41
|
|
16
|
|
98
|
|
139
|
|
||||
B&W Thermal
|
114
|
|
48
|
|
294
|
|
270
|
|
||||
Other/eliminations
|
(4
|
)
|
(5
|
)
|
(5
|
)
|
(13
|
)
|
||||
Bookings
|
$
|
177
|
|
$
|
86
|
|
$
|
478
|
|
$
|
369
|
|
|
As of September 30,
|
|||||
(In approximate millions)
|
2020
|
2019
|
||||
B&W Renewable(1)
|
$
|
196
|
|
$
|
207
|
|
B&W Environmental
|
107
|
|
112
|
|
||
B&W Thermal
|
208
|
|
161
|
|
||
Other/eliminations
|
(2
|
)
|
(7
|
)
|
||
Backlog
|
$
|
509
|
|
$
|
473
|
|
(1)
|
B&W Renewable backlog at September 30, 2020, includes $159.0 million related to long-term operation and maintenance contracts for renewable energy plants, with remaining durations extending until 2034. Generally, such contracts have a duration of 10-20 years and include options to extend.
|
(In approximate millions)
|
2020
|
2021
|
Thereafter
|
Total
|
||||||||
B&W Renewable
|
$
|
15
|
|
$
|
19
|
|
$
|
162
|
|
$
|
196
|
|
B&W Environmental
|
25
|
|
43
|
|
39
|
|
107
|
|
||||
B&W Thermal
|
55
|
|
114
|
|
39
|
|
208
|
|
||||
Other/eliminations
|
(2
|
)
|
—
|
|
—
|
|
(2
|
)
|
||||
Expected revenue from backlog
|
$
|
93
|
|
$
|
176
|
|
$
|
240
|
|
$
|
509
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||||||||
(In thousands, except for percentages)
|
2020
|
2019
|
$ Change
|
2020
|
2019
|
$ Change
|
||||||||||||
Income (loss) before income taxes
|
$
|
34,053
|
|
$
|
(55,947
|
)
|
$
|
90,000
|
|
$
|
(17,580
|
)
|
$
|
(131,631
|
)
|
$
|
114,051
|
|
Income tax (benefit) expense
|
$
|
(502
|
)
|
$
|
1,043
|
|
$
|
(1,545
|
)
|
$
|
(467
|
)
|
$
|
3,560
|
|
$
|
(4,027
|
)
|
Effective tax rate
|
(1.5
|
)%
|
(1.9
|
)%
|
|
2.7
|
%
|
(2.7
|
)%
|
|
•
|
entered into several amendments and waivers to avoid default and improve our liquidity under the terms of our credit agreement as described in Note 13 and Note 14, the most recent of which were Amendments No. 19, No. 20 and No. 21 dated January 17, 2020, January 31, 2020 and March 27, 2020, respectively;
|
•
|
on January 31, 2020, received $30.0 million of additional gross borrowings from B. Riley Financial, Inc. (together with its affiliates, "B. Riley") under a new Tranche A-4 of Last Out Term Loans, as described in in Note 14;
|
•
|
on January 31, 2020, received an incremental Tranche A-5 of Last Out Term Loan commitment to be used in the event certain customer letters of credit are drawn, as described in Note 14;
|
•
|
on March 12, 2020, filed for waiver of required minimum contributions to the U.S. Pension Plan as described in Note 12 and subsequently on October 1, 2020 received a letter from the Internal Revenue Service (the "IRS") that the 2019 waiver request had been approved subject to certain conditions; and
|
•
|
on March 17, 2020, we fully settled the remaining escrow associated with the sale of Palm Beach Resource Recovery Corporation and received $4.5 million in cash.
|
•
|
on April 6, 2020, we fully settled the remaining escrow associated with the sale of the MEGTEC and Universal businesses and received $3.5 million in cash;
|
•
|
on May 14, 2020, the Company entered into an agreement amending and restating our credit agreement with Bank of America, N.A., as administrative agent (the “Administrative Agent”) and lender, and the other lenders party thereto. These amendments to the credit agreement, as amended and restated (the "A&R Credit Agreement"), among other amendments, extends the maturity date on the U.S. Revolving Credit Facility to June 30, 2022 and the maturity date on the Last Out Term Loans to December 30, 2022. Under the A&R Credit Agreement, B. Riley has committed to provide the Company with up to $70.0 million of additional Last Out Term Loans. B. Riley entered into a limited guaranty (the "B. Riley Guaranty") which provides for the guarantee of all of the Company's obligations with respect to the U.S. Revolving Credit Facility (other than with respect to letters of credit and contingent obligations thereunder), including the obligation to repay outstanding revolving credit loans and pay earned interest and fees;
|
•
|
on May 14, 2020, we received $30.0 million of additional gross borrowings from B. Riley Financial, Inc. (together with its affiliates, "B. Riley") under a new Tranche A-6 of Last Out Term Loans, as described in in Note 14;
|
•
|
on October 10, 2020, we entered into a settlement agreement with an insurer in connection with five of the six European B&W Renewable EPC loss contracts. In connection with the insured losses recognized in prior years, we recognized this non-recurring loss recovery of $26.0 million as a reduction of our Cost of operations in our Condensed Consolidated Statements of Operations for the quarter ending September 30, 2020 because we determined the loss recovery was probable as of such date. On October 23, 2020, we received the gross proceeds of $26.0 million for the loss recovery recognized during the third quarter ending September 30, 2020, as described in Note 4; and
|
•
|
on October 30, 2020, we entered into Amendment No. 1 to our Amended and Restated Credit Agreement (the “A&R Amendment No. 1”) with Bank of America, N.A. A&R Amendment No. 1, among other matters, (i) provides that, under the A&R Credit Agreement, the "Commitment Reduction Amount" shall be an amount equal to (a) for any "Prepayment Event" relating to a "Recovery Event" (each as defined under the A&R Credit Agreement), 50% of the net cash proceeds with respect to such Prepayment Event, and (b) with respect to any other Prepayment Event under the A&R Credit Agreement, the net cash proceeds with respect to such Prepayment Event, and (ii) establishes new financial covenants for (i) interest coverage ratios beginning with a ratio of 0.50:1.00 for the quarter ending December 31, 2020 and up to 1.25:1.00 for the quarter ending March 31, 2022 and the last day of each fiscal quarter ending thereafter and (ii) senior leverage ratios beginning with 7.75:1.00 for the quarter ending December 31, 2020 and down to 2.25:1.00 for the quarter ending March 31, 2022 and the last day of each fiscal quarter ending thereafter.
|
•
|
temporary unpaid furloughs of certain employees:
|
•
|
temporarily deferring the monthly fee paid to BRPI Executive Consulting, LLC for the services of our Chief Executive Officer by 50%;
|
•
|
deferrals of the base salaries of our Chief Strategy Officer by 50%, Chief Financial Officer by 30% and our Senior Vice President of The Babcock & Wilcox Company by 30%;
|
•
|
suspension of our 401(k) company match for U.S. employees for the remainder of 2020;
|
•
|
approval by the Company’s Board for a temporary deferral of 50% of the cash compensation payable to non-employee directors under the Company’s board compensation program to be paid during the first quarter of 2021;
|
•
|
temporary rent payment deferrals related to leased facilities located in the U.S., Canada, Italy and Denmark;
|
•
|
utilizing options for government loans and programs in the U.S. and abroad that are appropriate and available; and
|
•
|
deferring, in accordance with the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") signed into law in March 2020, the Pension Plan contribution payments of $5.5 million each for the 2020 Plan year that would have been made on April 15, 2020, July 15, 2020 and October 15, 2020, respectively. In addition, we elected to defer the contribution payments of $1.1 million for the 2018 Plan year and $23.7 million for the 2019 Plan year that were both due on September 15, 2020. Per the 2019 Plan year waiver received on October 1, 2020, the $23.7 million deferred for the 2019 Plan year will now be funded over the next five years.
|
(i)
|
the maturity date of the U.S. Revolving Credit Facility has been extended to June 30, 2022, and the maturity date of all Last Out Term Loans under the A&R Credit Agreement will be extended to December 30, 2022 (six months after the maturity date of the U.S. Revolving Credit Facility);
|
(ii)
|
the interest rate for loans under the U.S. Revolving Credit Facility has been reduced to LIBOR plus 7.0% or base rate (as defined in the A&R Credit Agreement) plus 6.0%. These margins will be reduced by 2.0% if commitments under the U.S. Revolving Credit Facility are reduced to less than $200.0 million. The fee for letters of credit will be set at 4.0%;
|
(iii)
|
the interest rate for all Last Out Term Loans has been set at 12.0%;
|
(iv)
|
the commitments under the U.S. Revolving Credit Facility automatically and permanently decrease in the following amounts on the following dates, which match the funding dates and amounts for the committed term loans: (x) $10.0 million on November 30, 2020; and (y) $5.0 million on each of March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022, respectively;
|
(v)
|
the amount of revolving loans and letters of credit available in currencies other than U.S. dollars have been capped at $125.0 million through April 30, 2021 and will step down to $110.0 million on May 1, 2021; and
|
(vi)
|
the amount of financial letters of credit have been capped at $75.0 million, and the amount of all letters of credit will be capped at $190.0 million through April 30, 2021 and step down to $175.0 million on May 1, 2021 (the “L/C Sublimit”).
|
•
|
0.50:1.00 for the quarter ending December 31, 2020
|
•
|
0.50:1.00 for the quarter ending March 31, 2021
|
•
|
0.80:1.00 for the quarter ending June 30, 2021
|
•
|
1.00:1.00 for the quarter ending September 30, 2021
|
•
|
1.10:1.00 for the quarter ending December 31, 2021
|
•
|
1.25:1.00 for the quarter ending March 31, 2022 and the last day of each fiscal quarter ending thereafter
|
•
|
7.75:1.00 for the quarter ending December 31, 2020
|
•
|
7.75:1.00 for the quarter ending March 31, 2021
|
•
|
4.25:1.00 for the quarter ending June 30, 2021
|
•
|
3.75:1.00 for the quarter ending September 30, 2021
|
•
|
3.00:1.00 for the quarter ending December 31, 2021
|
•
|
2.25:1.00 for the quarter ending March 31, 2022 and the last day of each fiscal quarter ending thereafter
|
•
|
The 2019 Rights Offering, for which B. Riley agreed to act as a backstop, by purchasing from us, at a price of $0.30 per share, all unsubscribed shares in the 2019 Rights Offering for cash or by exchanging an equal principal amount of outstanding Tranche A-2 or Tranche A-3 Last Out Term Loans (the "Backstop Commitment"). Under the 2019 Rights Offering, 16,666,666 shares of common stock were issued, of which 12,589,170 shares were purchased through the exercise of rights in the rights offering generating $37.8 million of cash, 1,333,333 shares were issued
|
•
|
$10.3 million of the proceeds of the 2019 Rights Offering were used to fully repay Tranche A-2 of the Last Out Term Loans, including accrued paid-in-kind interest.
|
•
|
$31.5 million of the proceeds of the 2019 Rights Offering were used to partially prepay Tranche A-3 of the Last Out Term Loans including paid-in-kind interest. The total prepayment of principal of Tranche A-3 of the Last Out Term Loans was $39.7 million inclusive of the $8.2 million of principal value exchanged for common shares under the Backstop Commitment described above.
|
•
|
All $38.2 million of outstanding principal of Tranche A-1 of the Last Out Term Loans including accrued paid-in-kind interest was exchanged for 12,720,785 shares of common stock (10,720,785 shares to Vintage and 2,000,000 shares to B. Riley) at a price of $0.30 per share (the "Debt Exchange"). Prior to the Debt Exchange, $6.0 million of Tranche A-1 was held by B. Riley and the remainder was held by Vintage.
|
•
|
1,666,667 warrants, each to purchase one share of our common stock at an exercise price of $0.01 per share were issued to B. Riley.
|
(data in whole amounts)
|
|
|
|
|
||||||
Period
|
Total number of shares acquired (1)
|
Average price per share
|
Total number of shares purchased as part of publicly announced plans or programs
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
|
||||||
July 2020
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
August 2020
|
96,718
|
|
$
|
2.77
|
|
—
|
|
$
|
—
|
|
September 2020
|
108
|
|
$
|
4.30
|
|
—
|
|
$
|
—
|
|
Total
|
96,826
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
|
|
|
Form of 2021 Long-Term Cash Incentive Award Grant Agreement
|
|
|
|
|
|
Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 30, 2020, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed November 5, 2020 (File No. 001-36876)).
|
|
|
|
|
|
Second Amendment to Executive Services Agreement between Babcock & Wilcox Enterprises, Inc. and BRPI Executive Consulting, LLC dated November 9, 2020 (incorporated by reference to Exhibit 10.1 of the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed November 10, 2020 (File No. 001-36876)).
|
|
|
|
|
|
Third Amendment to Executive Employment Agreement between Babcock & Wilcox Enterprises, Inc. and Henry Bartoli dated November 5, 2020 (incorporated by reference to Exhibit 10.2 of the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed November 10, 2020 (File No. 001-36876)).
|
|
|
|
|
|
Consultant Agreement by and between The Babcock & Wilcox Company Inc. and Henry Bartoli effective as of January 1, 2021 (incorporated by reference to Exhibit 10.3 of the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed November 10, 2020 (File No. 001-36876)).
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer.
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer.
|
|
|
|
|
|
Section 1350 certification of Chief Executive Officer.
|
|
|
|
|
|
Section 1350 certification of Chief Financial Officer.
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
BABCOCK & WILCOX ENTERPRISES, INC.
|
|
|
|
November 13, 2020
|
By:
|
/s/ Louis Salamone
|
|
|
Louis Salamone
|
|
|
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer and Duly Authorized Representative)
|
|
|
1 Year Babcock and Wilcox Enter... Chart |
1 Month Babcock and Wilcox Enter... Chart |
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