Babcock & Wilcox Enterprises, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk Our exposure to market risk from changes in interest rates relates primarily to our cash equivalents and our investment portfolio, which primarily consists of investments in U.S. government obligations and highly liquid money market instruments denominated in U.S. dollars. We are averse to principal loss and seek to ensure the safety and preservation of our invested funds by limiting default risk, market risk and reinvestment risk. Our investments are classified as available-for-sale. We have operations in many foreign locations, and, as a result, our financial results could be significantly affected by factors such as changes in foreign currency exchange (“FX”) rates or weak economic conditions in those foreign markets. Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Our primary foreign currency exposures are Danish krone, British pound, Euro, Canadian dollar, Mexican peso, and Chinese yuan. If the balances of these intercompany loans at December 31, 2022 were to remain constant, a 100 basis point change in FX rates would impact our earnings by an estimated $0.2 million per year. ITEM 8. Consolidated Financial Statements and Supplemental Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Babcock & Wilcox Enterprises, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Babcock & Wilcox Enterprises, Inc. and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 16, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting. 46 Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate to. Revenue Recognition and Contracts – Refer to Notes 2 and 5 to the financial statements Critical Audit Matter Description The Company recognizes fixed price long-term contract revenue over the contract term (“over time”) as the work progresses, either as products are produced or as services are rendered, because transfer of control to the customer over time. Substantially all of the Company’s fixed price long-term contracts represent a single performance obligation as the interdependent nature of the goods and services provided prevents them from being separately identifiable within the contract. Revenue recognized over time primarily relates to customized, engineered solutions and construction services from all three of the Company’s segments. Typically, revenue is recognized over time using the cost-to-cost input method that uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company’s performance obligations. The accounting for these contracts involves judgment, particularly as it relates to the process of estimating total costs and profit for the performance obligation. Revenue from fixed price long term contracts for products and services transferred to customer over time accounted for 80% of Company revenue for the year ended December 31, 2022. We identified revenue on certain fixed price long-term contracts as a critical audit matter because of the judgments necessary for management to estimate total costs and profit for the performance obligations used to recognize revenue for fixed price long-term contracts. This required extensive audit effort due to the volume and complexity of fixed price long-term contracts and required a high degree of auditor judgment when performing audit procedures to audit management’s estimates of total costs and profit and evaluating the results of those procedures. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates of total costs and profit for the performance obligations used to recognize revenue for certain fixed price long-term contracts included the following, among others: • We tested the effectiveness of controls over management’s project contract review evaluation, including those over the review of each significant project’s current financial position and overall job performance and review of contract changes. • We selected a sample of fixed price long-term contracts performed over time and performed the following: 47 – Evaluated whether the fixed price contracts were properly included in management’s calculation of fixed price long-term contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation. – Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers. – Tested management’s identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were highly interdependent and interrelated. – Tested the accuracy and completeness of the costs incurred to date for the performance obligation. – With the assistance of our capital projects specialists we evaluated the estimates of total cost and profit for the performance obligation by: – Comparing costs incurred to date to the costs which management estimated to be incurred to date. – Evaluating management’s ability to achieve the estimates of total cost and profit by performing corroborating inquiries with the Company’s project managers and engineers, and comparing the estimates to management’s work plans, engineering specifications, and supplier contracts. – Comparing management’s estimates for the selected contracts to costs and profits of similar performance obligations, when applicable. – Performing multiple live and virtual project site visits. – Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation. – Tested management’s retrospective review of each contract’s revenue to determine whether revenue is accurately recognized during the period under audit. • Evaluated the Company’s disclosures related to revenue recognition and contracts to assess their conformity with the applicable accounting standards. Goodwill – Babcock & Wilcox Solar Reporting Unit - Refer to Notes 2 and 8 to the financial statements Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. As described in Note 8 to the consolidated financial statements, the Company's consolidated goodwill balance was $157 million as of December 31, 2022, of which $56.6 million was allocated to the Babcock & Wilcox Solar reporting unit. The Company’s goodwill is tested annually on October 1st or more frequently if events or changes in circumstances indicate that the assets might be impaired. The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of Babcock & Wilcox Solar reporting unit to its carrying value. As disclosed further within Note 8, the Company identified certain factors, including but not limited to, the acquisition of the remaining 40% ownership stake in Babcock & Wilcox Solar for an amount less than the remaining balance of the non-controlling interest, significant deterioration in operating results from those originally forecast at the date of acquisition primarily as a result of supply chain issues on certain solar product inputs, the recognition of additional contract losses in the third quarter of $8.6 million beyond amounts previously accounted for as measurement period adjustments during the year, the determination that the contingent consideration would not be payable, all of which contributed to the identification of a triggering event, requiring an interim quantitative goodwill impairment assessment of its Babcock & Wilcox Solar reporting unit during the quarter ended September 30, 2022. The Company performed a quantitative analysis and compared the fair value of the Babcock & Wilcox Solar reporting unit to its carrying value and determined that the carrying value of the reporting unit exceeded the fair value as of September 30, 2022. As such, the Company recorded a goodwill impairment loss 48 related to the Babcock & Wilcox Solar reporting unit of $7.2 million in the third quarter of fiscal 2022 which is recognized on the consolidated statements of operations for the twelve months ended December 31, 2022. The quantitative analysis performed as of September 30, 2022 was updated as of October 1, 2022, the Company’s annual impairment test date, utilizing a qualitative assessment, and the analysis noted that the fair value of the Babcock & Wilcox Solar reporting unit exceeded the carrying value as of the annual impairment test date. Management re-evaluated its Babcock & Wilcox Solar reporting unit at December 31, 2022 and no additional indicators of goodwill impairment were identified. In the performance of the interim goodwill impairment assessment as of September 30, 2022, the Company determined the fair value of its Babcock & Wilcox Solar reporting unit using a combination of the income approach (discounted cash flows), and the market approach (guideline public company method and the guideline transaction method). The determination of the fair value using the income approach required management to make significant estimates and assumptions related to the Babcock & Wilcox Solar reporting unit’s forecasted future revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA) margins, and discount rate. Changes in these assumptions could have significant impacts on either the fair value, the amount of any goodwill impairment charge, or both. Given the significant judgments made by management to estimate the fair value of the Babcock & Wilcox Solar reporting unit and the difference between its fair value and carrying value, we identified the goodwill evaluation of the Babcock & Wilcox Solar reporting unit as a critical audit matter. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to selection of the discount rate and forecasts of future revenue and EBITDA margins. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the goodwill evaluation of the Babcock & Wilcox Solar reporting unit included the following, amongst others: • We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Babcock & Wilcox Solar reporting unit. • We evaluated management’s determination and evaluation of triggering events at each of the quarterly and year and reporting periods. • We evaluated management’s ability to accurately forecast future revenues, and EBITDA margins by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of management’s revenue and EBITDA margin forecasts by comparing the forecasts to (1) historical revenues, and EBITDA margins, (2) internal communications to management and the Board of Directors, (3) inquiry with non-management personnel and (4) forecasted information included in analyst and industry reports for the Company and certain of its peer companies. • With the assistance of our internal fair value specialists, we evaluated the reasonableness of the valuation methods. • With the assistance of our internal fair value specialists, we evaluated the reasonableness of the valuation assumptions, including the discount rate by (1) testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation and (2) developing a range of independent estimates and comparing those to the discount rate selected by management. • We evaluated the impact of changes in management’s goodwill assessment from the September 30, 2022 interim quantitative evaluation of goodwill for the Babcock & Wilcox Solar reporting unit to the October 1, 2022 annual measurement date, as well as to December 31, 2022, inclusive of macroeconomic factors. Acquisition of Babcock & Wilcox Solar - Contingent Consideration Liability and Acquisition of Remaining Ownership Interest – Refer to Note 26 to the financial statements Critical Audit Matter Description 49 On September 30, 2021, the Company acquired a 60% controlling ownership interest in Illinois-based solar energy contractor Babcock & Wilcox Solar Energy, Inc. (“Babcock & Wilcox Solar”) in a business combination with a total fair value of consideration for the acquisition of $36.0 million, including $27.2 million in cash plus $8.8 million in estimated fair value of the contingent consideration arrangement. In connection with the acquisition, the Company agreed to pay contingent consideration based on the achievement of targeted revenue thresholds for the year ended December 31, 2022. The range of undiscounted amounts the Company could be required to pay under the contingent consideration arrangement was between $0.0 million and $10.0 million. Accordingly, the total purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The Company estimated fair values primarily using the discounted cash flow method at September 30, 2021 for the preliminary allocation of consideration to the assets acquired and liabilities assumed during the measurement period and up to September 30, 2022 when the purchase price allocation was finalized. Prior to the finalization of the measurement period, on September 24, 2022, the Company acquired the remaining 40% ownership interest in Babcock & Wilcox Solar for $12.7 million. In addition to the transfer of the remaining ownership interest, the settlement and share transfer agreement released all parties from the contingent consideration arrangement, as well as other claims known as of the effective date of the agreement, resulting in the fair value of the contingent consideration to be $0 and the removal of the remaining non-controlling interest balance of $20.7 million. Given the significant judgments made by management to estimate the fair value of the contingent consideration liability and the fair value of the non-controlling interest as of the settlement date, we identified the accounting and valuation for the buyout of the remaining 40% of Babcock & Wilcox Solar as a critical audit matter. There was a high degree of auditor judgment and an increased extent of effort, including the need to involve our National Office – Accounting and Reporting Services (NOARS) group and internal fair value specialists, to audit the accounting treatment of the settlement agreement and the reasonableness of the inputs used in the fair value measurement of the contingent consideration liability and non-controlling interest, including the selection of the discount rate and forecasts of future revenues and EBITDA margins. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the accounting treatment of the settlement agreement and the fair value of the contingent consideration liability and non-controlling interest included the following, among others: • We tested the effectiveness of controls over management’s valuation of the contingent consideration liability and non-controlling interest, such as controls related to management’s selection of the significant valuation assumption (discount rate) and significant business assumptions (forecasts of future revenue and EBITDA margins). • We tested the effectiveness of controls over management’s identification and assessment of significant unusual transactions. • We tested the fair value of the non-controlling interest by evaluating the reasonableness of management’s revenue and EBITDA margin forecasts by comparing the forecasts to (1) historical revenues, and EBITDA margins, (2) internal communications to management and the Board of Directors, (3) inquiry with non-management personnel and (4) forecasted information included in analyst and industry reports for the Company and certain of its peer companies. • With the assistance of our internal fair value specialists, we evaluated the reasonableness of the valuation methods. • With the assistance of our internal fair value specialists, we evaluated the reasonableness of the valuation assumptions, including the discount rate by (1) testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation and (2) developing a range of independent estimates and comparing those to the discount rate selected by management. • We analyzed the executed settlement agreement to understand the provisions of the buyout of the remaining 40% interest of the shares in Babcock & Wilcox Solar and the contingent consideration liability provision. • With the assistance of our National Office – Accounting and Reporting Services (NOARS) group, we evaluated the accounting treatment of the agreement. 50 • We evaluated the fair value of the non-controlling interest and the contingent consideration liability and the allocation of the consideration transferred to the components of the settlement based upon the relative fair values of the share purchase. • We evaluated the accounting treatment relating to the reduction of the fair value of the contingent consideration liability to $0 as a reduction to selling, general and administrative costs. • We evaluated the accounting treatment of the gain associated with the purchase of the non-controlling interest as an adjustment to capital in excess of par. • Evaluated the Company’s disclosures related to the settlement agreement to assess their conformity with the applicable accounting standards. /s/ DELOITTE & TOUCHE LLP Cleveland, Ohio March 16, 2023 We have served as the Company's auditor since 2014. 51 BABCOCK & WILCOX ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year ended December 31, (in thousands, except per share amounts) 2022 2021 2020 Revenues $ 889,815 $ 723,363 $ 566,317 Costs and expenses: Cost of operations 704,192 543,835 400,465 Selling, general and administrative expenses 178,519 154,897 141,746 Goodwill impairment 7,224 — — Advisory fees and settlement costs 8,532 13,083 12,878 Restructuring activities 560 4,869 11,849 Research and development costs 3,805 1,595 4,379 Gain on asset disposals, net ( 8,836 ) ( 15,737 ) ( 3,263 ) Total costs and expenses 893,996 702,542 568,054 Operating (loss) income ( 4,181 ) 20,821 ( 1,737 ) Other (expense) income: Interest expense ( 44,983 ) ( 39,393 ) ( 59,796 ) Interest income 641 531 646 Gain (loss) on debt extinguishment — 6,530 ( 6,194 ) Loss on sale of business — ( 1,753 ) ( 108 ) Benefit plans, net 37,528 48,142 5,600 Foreign exchange ( 582 ) ( 4,294 ) 58,799 Other – net ( 3,944 ) ( 1,270 ) ( 1,128 ) Total other (expense) income ( 11,340 ) 8,493 ( 2,181 ) (Loss) income before income tax expense ( 15,521 ) 29,314 ( 3,918 ) Income tax expense (benefit) 11,063 ( 2,224 ) 8,179 (Loss) income from continuing operations ( 26,584 ) 31,538 ( 12,097 ) Income from discontinued operations, net of tax — — 1,800 Net (loss) income ( 26,584 ) 31,538 ( 10,297 ) Net loss (income) attributable to non-controlling interest 3,723 ( 644 ) ( 21 ) Net (loss) income attributable to stockholders ( 22,861 ) 30,894 ( 10,318 ) Less: Dividends on Series A preferred stock 14,860 9,127 — Net (loss) income attributable to stockholders of common stock $ ( 37,721 ) $ 21,767 $ ( 10,318 ) Basic (loss) income per share Continuing operations $ ( 0.43 ) $ 0.26 $ ( 0.25 ) Discontinued operations — — 0.04 Basic (loss) income per share $ ( 0.43 ) $ 0.26 $ ( 0.21 ) Diluted (loss) income per share Continuing operations $ ( 0.43 ) $ 0.26 $ ( 0.25 ) Discontinued operations — — 0.04 Diluted (loss) income per share $ ( 0.43 ) $ 0.26 $ ( 0.21 ) Shares used in the computation of (loss) income per share: Basic 88,256 82,391 48,710 Diluted 88,256 83,580 48,710 See accompanying notes to Consolidated Financial Statements. 52 BABCOCK & WILCOX ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Year ended December 31, (in thousands) 2022 2021 2020 Net (loss) income $ ( 26,584 ) $ 31,538 $ ( 10,297 ) Other comprehensive (loss) income: Currency translation adjustments (CTA) ( 14,834 ) $ ( 3,412 ) ( 53,318 ) Reclassification of CTA to net loss — ( 4,512 ) — Benefit obligations: Pension and post retirement adjustments, net of tax 870 1,492 ( 998 ) Other comprehensive loss ( 13,964 ) ( 6,432 ) ( 54,316 ) Total comprehensive (loss) income ( 40,548 ) 25,106 ( 64,613 ) Comprehensive income (loss) attributable to non-controlling interest 3,852 ( 595 ) ( 29 ) Comprehensive (loss) income attributable to stockholders $ ( 36,696 ) $ 24,511 $ ( 64,642 ) See accompanying notes to Consolidated Financial Statements. 53 BABCOCK & WILCOX ENTERPRISES, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amount) December 31, 2022 December 31, 2021 Cash and cash equivalents $ 76,728 $ 224,874 Current restricted cash and cash equivalents 15,335 1,841 Accounts receivable – trade, net 162,461 132,068 Accounts receivable – other 38,510 34,553 Contracts in progress 134,939 80,176 Inventories, net 102,637 79,527 Other current assets 27,002 29,395 Total current assets 557,612 582,434 Net property, plant and equipment and finance leases 86,363 85,627 Goodwill 156,993 116,462 Intangible assets, net 60,293 43,795 Right-of-use assets 29,438 30,163 Long-term restricted cash 21,397 — Other assets 30,559 54,784 Total assets 942,655 913,265 Accounts payable $ 139,159 $ 85,929 Accrued employee benefits 12,533 12,989 Advance billings on contracts 133,429 68,380 Accrued warranty expense 9,568 12,925 Financing lease liabilities 1,180 2,445 Operating lease liabilities 3,595 3,950 Other accrued liabilities 68,244 54,385 Loans payable 4,291 12,380 Total current liabilities 371,999 253,383 Senior notes 335,498 326,366 Long term loans payable 13,197 1,543 Pension and other accumulated postretirement benefit liabilities 136,176 182,730 Non-current finance lease liabilities 27,482 29,369 Non-current operating lease liabilities 26,583 26,685 Deferred tax liabilities 10,054 1,399 Other non-current liabilities 23,755 33,168 Total liabilities 944,744 854,643 Commitments and contingencies Stockholders' (deficit) equity: Preferred stock, par value $ 0.01 per share, authorized shares of 20,000 ; issued and outstanding shares of 7,669 at both at December 31, 2022 and 2021 77 77 Common stock, par value $ 0.01 per share, authorized shares of 500,000 ; issued and outstanding shares of 88,700 and 86,286 at December 31, 2022 and 2021, respectively 5,138 5,110 Capital in excess of par value 1,537,625 1,518,872 Treasury stock at cost, 1,868 and 1,525 shares at December 31, 2022 and 2021, respectively ( 113,753 ) ( 110,934 ) Accumulated deficit ( 1,358,875 ) ( 1,321,154 ) Accumulated other comprehensive loss ( 72,786 ) ( 58,822 ) Stockholders' equity attributable to shareholders ( 2,574 ) 33,149 Non-controlling interest 485 25,473 Total stockholders' (deficit) equity ( 2,089 ) 58,622 Total liabilities and stockholders' equity $ 942,655 $ 913,265 See accompanying notes to Consolidated Financial Statements. 54 BABCOCK & WILCOX ENTERPRISES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Common Stock Preferred Stock Capital In Excess of Par Value Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Loss Non-controlling Interest Total Stockholders’ Equity (Deficit) (in thousands, except share and per share amounts) Shares Par Value Shares Par Value Balance at December 31, 2019 46,374 $ 4,699 — $ — $ 1,142,614 $ ( 105,707 ) $ ( 1,332,603 ) $ 1,926 $ 1,417 $ ( 287,654 ) Net loss — — — — — — ( 10,318 ) — 21 ( 10,297 ) Currency translation adjustments — — — — — — — ( 53,318 ) 8 ( 53,310 ) Pension and post retirement adjustments, net of tax — — — — — — — ( 998 ) — ( 998 ) Stock-based compensation charges 460 9 — — 4,548 ( 283 ) — — — 4,274 Equitized guarantee fee payment 1,713 17 — — 3,883 — — — — 3,900 Equitized Last Out Term Loan principal payment 5,905 59 — — 13,391 — — — — 13,450 Dividends to non-controlling interest — — — — — — — — ( 342 ) ( 342 ) Balance at December 31, 2020 54,452 4,784 — — 1,164,436 ( 105,990 ) ( 1,342,921 ) ( 52,390 ) 1,104 ( 330,977 ) Net income — — — — — — 30,894 — 644 31,538 Currency translation adjustments — — — — — — — ( 7,924 ) ( 49 ) ( 7,973 ) Pension and post retirement adjustments, net of tax — — — — — — — 1,492 — 1,492 Stock-based compensation charges 2,347 31 — — 7,770 ( 4,944 ) — — — 2,857 Common stock offering 29,487 295 — — 160,546 — — — — 160,841 Preferred stock offering, net — — 4,752 48 113,227 — — — — 113,275 Equitized Last Out Term Loan principal payment — — 2,917 29 72,893 — — — — 72,922 Dividends to preferred stockholders — — — — — — ( 9,127 ) — — ( 9,127 ) Non-controlling interest from acquisition — — — — — — — — 23,996 23,996 Dividends to non-controlling interest — — — — — — — — ( 222 ) ( 222 ) Balance at December 31, 2021 86,286 $ 5,110 7,669 $ 77 $ 1,518,872 $ ( 110,934 ) $ ( 1,321,154 ) $ ( 58,822 ) $ 25,473 $ 58,622 Net income — — — — — — ( 22,861 ) — ( 3,723 ) ( 26,584 ) Currency translation adjustments — — — — — — — ( 14,834 ) ( 129 ) ( 14,963 ) Pension and post retirement adjustments, net of tax — — — — — — — 870 — 870 Stock-based compensation charges 2,414 28 — — 9,949 ( 2,819 ) — — — 7,158 Purchase of Babcock & Wilcox Solar and SPIG non-controlling interest — — — — 8,804 — — — ( 20,735 ) ( 11,931 ) Dividends to preferred stockholders — — — — — — ( 14,860 ) — 0 ( 14,860 ) Dividends to non-controlling interest — — — — — — — — ( 401 ) ( 401 ) Balance at December 31, 2022 88,700 5,138 7,669 77 1,537,625 ( 113,753 ) ( 1,358,875 ) ( 72,786 ) 485 ( 2,089 ) See accompanying notes to Consolidated Financial Statements. 55 BABCOCK & WILCOX ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, (in thousands) 2022 2021 2020 Cash flows from operating activities: Net (loss) income $ ( 26,584 ) $ 31,538 $ ( 10,297 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization of long-lived assets 23,992 18,337 16,805 Goodwill impairment 7,224 — — Change in fair value of contingent consideration ( 9,567 ) — — Amortization of deferred financing costs and debt discount 5,225 7,918 16,743 Amortization of guaranty fee 856 1,832 1,159 Non-cash operating lease expense 7,277 4,154 4,765 Loss on sale of business — 1,753 108 (Gain) loss on debt extinguishment — ( 6,530 ) 6,194 Gain on asset disposals ( 8,836 ) ( 15,737 ) ( 3,262 ) Provision for (benefit from) deferred income taxes, including valuation allowances 5,897 ( 7,745 ) 1,791 Mark to market, prior service cost amortization for pension and postretirement plans ( 6,848 ) ( 15,512 ) 22,156 Stock-based compensation, net of associated income taxes 9,977 7,801 4,557 Equitized non-cash interest expense — — 13,450 Foreign exchange 582 4,294 ( 58,799 ) Changes in assets and liabilities: Accounts receivable ( 28,217 ) 225 21,673 Contracts in progress ( 54,108 ) ( 20,099 ) 35,850 Advance billings on contracts 62,330 1,641 ( 13,057 ) Inventories ( 19,002 ) ( 3,047 ) ( 4,084 ) Income taxes ( 248 ) ( 2,142 ) ( 2,425 ) Accounts payable 52,680 7,080 ( 42,001 ) Accrued and other current liabilities ( 18,921 ) ( 47,768 ) 9,146 Accrued contract loss 6,402 ( 204 ) ( 5,557 ) Pension liabilities, accrued postretirement benefits and employee benefits ( 36,543 ) ( 60,760 ) ( 37,223 ) Other, net ( 4,205 ) ( 18,225 ) ( 18,498 ) Net cash used in operating activities ( 30,637 ) ( 111,196 ) ( 40,806 ) Cash flows from investing activities: Purchase of property, plant and equipment ( 13,238 ) ( 6,679 ) ( 8,230 ) Acquisition of business, net of cash acquired ( 64,914 ) ( 55,341 ) — Proceeds from sale of business and assets, net 5,498 25,390 8,000 Purchases of available-for-sale securities ( 6,427 ) ( 12,605 ) ( 29,068 ) Sales and maturities of available-for-sale securities 9,815 15,694 26,563 Other, net 466 — 4,954 Net cash (used in) from investing activities ( 68,800 ) ( 33,541 ) 2,219 56 Year ended December 31, (in thousands) 2022 2021 2020 Cash flows from financing activities: Issuance of senior notes 6,828 303,324 — Borrowings on loan payable 7,192 7,145 — Repayments on loan payable ( 16,915 ) ( 846 ) — Proceeds from sale-leaseback financing transactions 13,339 — — Finance lease payments ( 2,435 ) ( 2,366 ) 13 Borrowings under last out term loans — — 70,000 Repayments under last out term loans — ( 75,408 ) — Borrowings under U.S. revolving credit facility — 14,500 158,900 Repayments of U.S. revolving credit facility — ( 178,800 ) ( 173,600 ) Issuance of preferred stock, net — 113,275 — Payment of preferred stock dividends ( 14,860 ) ( 9,127 ) — Shares of common stock returned to treasury stock ( 2,819 ) ( 4,944 ) ( 283 ) Issuance of common stock, net — 160,841 — Debt issuance costs ( 1,447 ) ( 24,560 ) ( 10,590 ) Other, net ( 48 ) ( 222 ) ( 342 ) Net cash (used in) from financing activities ( 11,165 ) 302,812 44,098 Effects of exchange rate changes on cash ( 2,653 ) 1,217 4,971 Net (decrease) increase in cash, cash equivalents and restricted cash ( 113,255 ) 159,292 10,482 Cash, cash equivalents and restricted cash, beginning of period 226,715 67,423 56,941 Cash, cash equivalents and restricted cash, end of period $ 113,460 $ 226,715 $ 67,423 Schedule of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 76,728 $ 224,874 $ 57,338 Current restricted cash 15,335 1,841 10,085 Long-term restricted cash 21,397 $ — — Cash, cash equivalents and restricted cash at end of period $ 113,460 $ 226,715 $ 67,423 Income taxes paid, net $ 7,950 $ 4,991 $ 6,960 Interest paid $ 25,673 $ 20,234 $ 17,815 See accompanying notes to Consolidated Financial Statements. 57 BABCOCK & WILCOX ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 NOTE 1 – BASIS OF PRESENTATION The Consolidated Financial Statements of Babcock & Wilcox Enterprises, Inc. (“B&W,” “management,” “we,” “us,” “our” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company has eliminated all intercompany transactions and accounts and presents the notes to the Consolidated Financial Statements on the basis of continuing operations, unless otherwise stated. Occasionally, it is necessary for reporting entities to reclassify an amount from a prior period from one financial statement caption to another for comparability with the current period. For the period ended December 31, 2022, the Company added a separate balance sheet caption for Deferred tax liability which was previously included in Other non-current liabilities as it is now deemed to be material. As such, a reclassification in the prior period was made to conform to the current period presentation. Balance sheet presentation for year ended December 31, 2021 has been modified to separately disclose the $ 1.4 million in Deferred tax liability and Other non-current liabilities has been reduced by the same amount for accurate year-over-year comparability. Market Update The COVID-19 pandemic has continued to create challenges for the Company in countries that have significant outbreak mitigation strategies, namely, countries in our Asia-Pacific region, which led to temporary project postponements and has continued to impact results in this region. Additionally, the Company has experienced negative impacts to its global supply chains as a result of COVID-19, the war in Ukraine, Russia-related supply chain shortages and other factors, including disruptions to the manufacturing, supply, distribution, transportation and delivery of its products. The Company has also observed significant delays and disruptions of its service providers and negative impacts to pricing of certain of its products. These delays and disruptions have had, and could continue to have, an adverse impact on the Company’s ability to meet customers’ demands. The Company is continuing to actively monitor the impact of these market conditions on current and future periods and actively manage costs and our liquidity position to provide additional flexibility while still supplying its customers and their specific needs. The duration and scope of these conditions cannot be predicted, and therefore, any anticipated negative financial impact to the Company’s operating results cannot be reasonably estimated. NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Reportable segments The Company's operations are assessed based on three reportable market-facing segments as part of the its strategic, market-focused organizational and re-branding initiative to accelerate growth and provide stakeholders improved visibility into its renewable and environmental growth platforms. The Company's reportable segments are as follows: • Babcock & Wilcox Renewable: Cost-effective technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, solar construction and installation, biomass energy and black liquor systems for the pulp and paper industry. B&W’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. • Babcock & Wilcox Environmental: A full suite of best-in-class emissions control and environmental technology solutions for utility, waste to energy, biomass, carbon black, and industrial steam generation applications around the world. B&W’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. • Babcock & Wilcox Thermal: Steam generation equipment, aftermarket parts, construction, maintenance and field services for plants in the power generation, oil and gas, and industrial sectors. B&W has an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others. For financial information about the Company's segments see Note 4 to the Consolidated Financial Statements. 58 Use of estimates The Company uses estimates and assumptions to prepare its Consolidated Financial Statements in conformity with generally accepted accounting principles ("GAAP"). Some of the more significant estimates include the Company's estimate of costs to complete long-term construction contracts, estimates associated with assessing whether goodwill, intangible assets and other long-lived assets are impaired, estimates of costs to be incurred to satisfy contractual warranty requirements, estimates of the value of acquired intangible and tangible assets, estimates associated with the realizability of deferred tax assets, and estimates the Company makes in selecting assumptions related to the valuations of its pension and postretirement plans, including the selection of discount rates, mortality and expected rates of return on pension plan assets. These estimates and assumptions affect the amounts the Company reports in its Consolidated Financial Statements and accompanying notes. The Company's actual results could differ from these estimates. Variances could result in a material effect on the company's financial condition and results of operations in future periods. Earnings per share The Company has computed earnings per common share on the basis of the weighted average number of common shares, and, where dilutive, common share equivalents, outstanding during the indicated periods. The Company has a number of forms of stock-based compensation, including incentive and non-qualified stock options, restricted stock, restricted stock units, performance shares, and performance units, subject to satisfaction of specific performance goals. The Company includes the shares applicable to these plans in dilutive earnings per share when related performance criteria have been met. The computation of basic and diluted earnings per share is included in Note 3. Investments The Company's investments primarily relate to its wholly owned insurance subsidiary. The Company classifies investments available for current operations in its Consolidated Balance Sheets as Current assets, while investments held for long-term purposes are classified as Non-current assets. The Company adjusts the amortized cost of debt securities for amortization of premiums and accretion of discounts to maturity. That amortization is included in Interest income. Realized gains and losses on the Company's investments are recorded in Other - net in the Consolidated Statements of Operations. The cost of securities sold is based on the specific identification method and is included in interest on securities in Interest income on the Company's Consolidated Statements of Operations. Foreign currency translation The Company translates assets and liabilities of its foreign operations into U.S. dollars at current exchange rates, and translates items in the Consolidated Statement of Operations at average exchange rates for the periods presented. The Company records adjustments resulting from the translation of foreign currency financial statements as a component of Accumulated other comprehensive income (loss). The Company reports foreign currency transaction gains and losses in income. The Company has included transaction l osses of $( 0.6 ) million and $( 4.3 ) million and a transaction gain of $ 58.8 million in the years ended December 31, 2022, 2021, and 2020, respectively, in Foreign exchange in its Consolidated Statements of Operations. These foreign exchange net gains and losses are primarily related to transaction gains or losses from unhedged intercompany loans when the loan is denominated in a currency different than the participating entity's functional currency. Revenue recognition A performance obligation is a contractual promise to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied. Revenue from goods and services transferred to customers at a point in time, which includes certain aftermarket parts and services, accounted for 20 %, 19 % and 29 % of our revenue for the years ended December 31, 2022, 2021, and 2020, respectively. Revenue on these contracts is recognized when the customer obtains control of the asset, which is generally upon shipment or delivery and acceptance by the customer. Standard commercial payment terms generally apply to these sales. 59 Revenue from products and services transferred to customers over time accounted for 80 %, 81 % and 71 % of our revenue for the years ended years ended December 31, 2022, 2021, and 2020, respectively. Revenue recognized over time primarily relates to customized, engineered solutions and construction services. Typically, revenue is recognized over time using the cost-to-cost input method that uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, overhead and, when appropriate, SG&A expenses. Variable consideration in these contracts includes estimates of liquidated damages, contractual bonuses and penalties, and contract modifications. Substantially all of our revenue recognized over time under the cost-to-cost input method contains a single performance obligation as the interdependent nature of the goods and services provided prevents them from being separately identifiable within the contract. Generally, the Company tries to structure contract milestones to mirror its expected cash outflows over the course of the contract; however, the timing of milestone receipts can greatly affect the overall cash position. Refer to Note 4 for details of disaggregation of revenue by segment. As of December 31, 2022, the Company has estimated the costs to complete of all in-process contracts in order to estimate revenues using a cost-to-cost input method. However, it is possible that current estimates could change due to unforeseen events, which could result in adjustments to overall contract costs. The risk on fixed-priced contracts is that revenue from the customer does not cover increases in costs. It is possible that current estimates could materially change for various reasons, including, but not limited to, fluctuations in forecasted labor productivity, transportation, fluctuations in foreign exchange rates or steel and other raw material prices. Increases in costs on our fixed-price contracts could have a material adverse impact on the Company's consolidated financial condition, results of operations and cash flows. Alternatively, reductions in overall contract costs at completion could materially improve the Company's consolidated financial condition, results of operations and cash flows. Variations from estimated contract performance could result in material adjustments to operating results for any fiscal quarter or year. Contract modifications are routine in the performance of the Company's contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract, with cumulative adjustment to revenue. The Company recognizes accrued claims in contract revenues for extra work or changes in scope of work to the extent of costs incurred when it believes it has an enforceable right to the modification or claim and the amount can be estimated reliably, and its realization is probable. In evaluating these criteria, the Company considers the contractual/legal basis for enforcing the claim, the cause of any additional costs incurred and whether those costs are identifiable or otherwise determinable, the nature and reasonableness of those costs, the objective evidence available to support the amount of the claim, and the relevant history with the counter-party that supports expectations about their willingness and ability to pay for the additional cost along with a reasonable margin. The Company generally recognizes sales commissions in equal proportion as revenue is recognized. The Company's sales agreements are structured such that commissions are only payable upon receipt of payment, thus a capitalized asset at contract inception has not been recorded for sales commission as a liability has not been incurred at that point. Contract balances Contracts in progress, a current asset in the Company's Consolidated Balance Sheets, includes revenues and related costs so recorded, plus accumulated contract costs that exceed amounts invoiced to customers under the terms of the contracts. Advance billings, a current liability in the Company's Consolidated Balance Sheets, includes advance billings on contracts invoices that exceed accumulated contract costs and revenues and costs recognized under the cost-to-cost input method. Those balances are classified as current based on the life cycle of the associated contracts. Most long-term contracts contain provisions for progress payments. The Company's unbilled receivables do not contain an allowance for credit losses as the expectation to invoice customers and the collection of all amounts for unbilled revenues is deemed probable. The Company reviews contract price and cost estimates each reporting period as the work progresses and reflect adjustments proportionate to the costs incurred to date relative to total estimated costs at completion in income in the period when those estimates are revised. For all contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected contract loss is recognized in full through the statement of operations and an accrual for the estimated loss on the uncompleted contract is included in Other accrued liabilities in the Company's Consolidated Balance Sheets. In addition, when the Company determines that an uncompleted contract will not be completed on-time and the contract has liquidated damages provisions, it recognizes the estimated liquidated damages at the most likely amount it will incur and record them as a reduction of the 60 estimated selling price in the period the change in estimate occurs. Losses accrued in advance of the completion of a contract are included in Other accrued liabilities in the Company's Consolidated Balance Sheets. Warranty expense The Company accrues estimated expense included in Cost of operations on its Consolidated Statements of Operations to satisfy contractual warranty requirements when it recognizes the associated revenues on the related contracts, or in the case of a loss contract, the full amount of the estimated warranty costs is accrued when the contract becomes a loss contract. In addition, the Company records specific provisions or reductions where it expects the actual warranty costs to significantly differ from the accrued estimates. Such changes could have a material effect on the Company's consolidated financial condition, results of operations and cash flows. Research and development The Company's research and development activities are related to improving its products through innovations to reduce the cost of its products to make them more competitive and through innovations to reduce performance risk of its products to better meet its own and its customers' expectations. Research and development activities totaled $ 3.8 million, $ 1.6 million and $ 4.4 million in the years ended December 31, 2022, 2021, and 2020, respectively. Pension plans and postretirement benefits The Company sponsors various defined benefit pension and postretirement plans covering certain employees of its U.S., Canadian and U.K. subsidiaries and uses actuarial valuations to calculate the cost and benefit obligations of its pension and postretirement benefits. The actuarial valuations use significant assumptions in the determination of the Company's benefit cost and obligations, including assumptions regarding discount rates, expected returns on plan assets, mortality and health care cost trends. The Company determines its discount rate based on a review of published financial data and discussions with its actuary regarding rates of return on high-quality, fixed-income investments currently available and expected to be available during the period to maturity of its pension and postretirement plan obligations. The Company uses an alternative spot rate method for discounting the benefit obligation rather than a single equivalent discount rate because it more accurately applies each year's spot rates to the projected cash flows. The components of benefit cost related to service cost, interest cost, expected return on plan assets and prior service cost amortization are recorded on a quarterly basis based on actuarial assumptions. In the fourth quarter of each year, or as interim remeasurements are required, the Company recognizes net actuarial gains or losses into earnings as a component of net periodic benefit cost (mark to market (“MTM”) pension adjustment). Recognized net actuarial gains and losses consist primarily of the Company's reported actuarial gains and losses and the difference between the actual return on plan assets and the expected return on plan assets. The Company recognizes the funded status of each plan as either an asset or a liability in the Consolidated Balance Sheets. The funded status is the difference between the fair value of plan assets and the present value of its benefit obligation, determined on a plan-by-plan basis. See Note 13 for a detailed description of our plan assets. Income taxes Income tax expense for federal, foreign, state and local income taxes are calculated on taxable income based on the income tax law in effect at the latest balance sheet date and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in our Consolidated Financial Statements. The Company records interest and penalties (net of any applicable tax benefit) related to income taxes as a component of Income tax expense on the Company's Consolidated Statements of Operations. 61 Cash and cash equivalents and restricted cash The Company's cash equivalents are highly liquid investments, with maturities of three months or less at the time of purchase. The Company records cash and cash equivalents as current or long-term restricted when it is unable to freely use such cash and cash equivalents for its general operating purposes. Trade accounts receivable and allowance for doubtful accounts The Company's trade accounts receivable balance is stated at the amount owed by its customers, net of allowances for estimated uncollectible balances. The Company maintains allowances for doubtful accounts for estimated losses expected to result from the inability of its customers to make required payments. These estimates are based on management's evaluation of the ability of customers to make payments, with emphasis on historical remittance experience, known customer financial difficulties, the age of receivable balances and any other known factors specific to a receivable. Accounts receivable are charged to the allowance when it is determined they are no longer collectible. The Company's allowance for doubtful accounts was $ 10.8 million and $ 11.9 million at December 31, 2022 and 2021, respectively. Amounts charged to selling, general and administrative expenses were $ 0.2 million, $ 0.1 million and $ 0.2 million for the years ended December 31, 2022, 2021, and 2020, respectively. Inventories The Company carries its inventories at the lower of cost or net realizable value and determines cost on the first-in, first-out basis. The Company's obsolete inventory reserve was $ 7.2 million and $ 6.5 million at December 31, 2022 and 2021, respectively. The components of inventories can be found in Note 6. Property, plant and equipment The Company carries its property, plant and equipment at depreciated cost, less any impairment provisions. The Company depreciates its property, plant and equipment using the straight-line method over estimated economic useful lives of eight to 33 years for buildings and three to 28 years for machinery and equipment. Depreciation expense was $ 11.0 million, $ 9.7 million and $ 11.3 million for the years ended December 31, 2022, 2021, and 2020, respectively. The costs of maintenance, repairs and renewals that do not materially prolong the useful life of an asset are expensed as incurred. Property, plant and equipment amounts are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, or asset group, may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. The Company's estimates of cash flow may differ from actual cash flow due to, among other things, technological changes, economic conditions or changes in operating performance. Any changes in such factors may negatively affect the Company and result in future asset impairments. Investments in consolidated entities SPIG maintained a 60 % ownership interest in a joint venture entity, which is consolidated within the B&W Environmental segment results. The remaining 40 % was purchased for a nominal amount in December 2022. On September 30, 2021, the Company acquired a 60 % controlling ownership interest in Illinois-based solar energy contractor Babcock & Wilcox Solar (formerly known as Fosler Construction Company, Inc. or Fosler). On September 24, 2022, the Company acquired the remaining 40 % ownership stake in Babcock & Wilcox Solar for $ 12.7 million. See Note 26 to the Company's Consolidated Financial Statements. Goodwill Goodwill is generally recorded as a result of a business combination and represents the excess of purchase price over the fair value of the tangible and identifiable net assets acquired. The Company performs testing of goodwill for impairment annually on October 1st or if the Company determines that impairment indicators are present. In assessing goodwill for impairment, the Company follows ASC 350, Intangibles – Goodwill and Other, which permits a qualitative assessment of whether it is 62 more likely than not that the fair value of the reporting unit is less than its carrying value including goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill, then no impairment is determined to exist for the reporting unit. However, if the qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value, including goodwill, or the Company chooses not to perform the qualitative assessment, then the Company will compare the fair value of that reporting unit with its carrying value, including goodwill, in a quantitative assessment. If the carrying value of a reporting unit exceeds its fair value, goodwill is considered impaired with the impairment loss measured as the excess of the reporting unit’s carrying value, including goodwill, over its fair value. The estimated fair value of the reporting unit is derived based on valuation techniques the Company believes market participants would use for each of the reporting units. Intangible assets Intangible assets are recognized at fair value when acquired, generally as a result of a business combination. Intangible assets with definite lives are amortized to operating expense using the straight-line method over their estimated useful lives and tested for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Intangible assets with indefinite lives are not amortized and are subject to impairment testing at least annually or in interim periods when impairment indicators are present. The Company may elect to perform a qualitative assessment when testing indefinite lived intangible assets for impairment to determine whether events or circumstances affecting significant inputs related to the most recent quantitative evaluation have occurred, indicating that it is more likely than not that the indefinite lived intangible asset is impaired. Otherwise, the Company tests indefinite lived intangible assets for impairment by determining the fair value of the indefinite lived intangible asset and comparing the fair value of the intangible asset to its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment is recognized for the amount of the difference. Accounting for Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in Right-of-use (“ROU”) assets, Operating lease liabilities and Non-current operating lease liabilities in the Consolidated Balance Sheets. Finance leases are included in Net property, plant and equipment, and Finance lease, Other accrued liabilities and Other non-current finance liabilities in the Consolidated Balance Sheets. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Since substantially all of the Company's leases do not provide an implicit rate, the incremental borrowing rate based on the information available at lease commencement date is used to determine the present value of future payments. The Company's incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and excludes lease incentives. The Company's lease terms may include options to extend or terminate the lease, which are recognized when it is reasonably certain that the option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. For leases beginning in 2019 and later, the Company accounts for lease components (e.g., fixed payments including rent) together with the non-lease components (e.g., common-area maintenance costs) as a single lease component for all classes of underlying assets. Self-insurance The Company has a wholly owned insurance subsidiary that provides employer's liability, general and automotive liability and workers' compensation insurance and, from time to time, builder's risk insurance (within certain limits) to its companies. The Company may also, in the future, have this insurance subsidiary accept other risks that it cannot or do not wish to transfer to outside insurance companies. Included in Other non-current liabilities on its Consolidated Balance Sheets are reserves for self-insurance totaling $ 8.3 million and $ 9.3 million as of December 31, 2022 and 2021, respectively . Loss contingencies The Company estimates liabilities for loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable. Disclosures are provided when there is a reasonable possibility that the ultimate loss will exceed the recorded provision or if such probable loss is not reasonably estimable. The Company is currently involved in 63 some significant litigation, as discussed in Note 22. The Company's losses are typically resolved over long periods of time and are often difficult to assess and estimate due to, among other reasons, the possibility of multiple actions by third parties; the attribution of damages, if any, among multiple defendants; plaintiffs, in most cases involving personal injury claims, do not specify the amount of damages claimed; the discovery process may take multiple years to complete; during the litigation process, it is common to have multiple complex unresolved procedural and substantive issues; the potential availability of insurance and indemnity coverages; the wide-ranging outcomes reached in similar cases, including the variety of damages awarded; the likelihood of settlements for de minimis amounts prior to trial; the likelihood of success at trial; and the likelihood of success on appeal. Consequently, it is possible future earnings could be affected by changes in the Company's assessments of the probability that a loss has been incurred in a material pending litigation against the Company and/or changes in its estimates related to such matters . Loss recoveries The Company recognizes loss recoveries and provide disclosures only when receipt of the recovery is probable and it is able to reasonably estimate the amount of the recovery. The Company's loss recoveries are typically resolved over long periods of time and are often difficult to assess and estimate due to, among other reasons, the possibility of multiple actions by third parties, multiple complex unresolved procedural and substantive issues; the wide-ranging outcomes reached in similar cases, including the variety of losses incurred. Consequently, it is possible future earnings could be affected by changes in our assessments of the probability that a loss recovery has been recognized and/or changes in the Company's estimates related to such matters. See Note 5 for discussions regarding the project contract cost recovery recognized in 2022 and 2021. Contingent consideration The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, the Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability in Other non-current liabilities on its Consolidated Balance Sheets. The Company reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of the Company's contingent earn-out liabilities related to the time component of the present value calculation are reported in Interest expense on its Consolidated Statements of Operations. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in Other - net on its Consolidated Statements of Operations. Stock-based compensation The fair value of equity-classified awards, such as restricted stock, performance shares and stock options, is determined on the date of grant and is not remeasured. The fair value of liability-classified awards, such as cash-settled stock appreciation rights, restricted stock units and performance units, is determined on the date of grant and is remeasured at the end of each reporting period through the date of settlement. Fair values for restricted stock, restricted stock units, performance shares and performance units are determined using the closing price of our common stock on the date of grant. Fair values for stock options are determined using a Black-Scholes option-pricing model (“Black-Scholes”). For performance shares or units that contain a Relative Total Shareholder Return vesting criteria and for stock appreciation rights, we utilize a Monte Carlo simulation to determine the fair value, which determines the probability of satisfying the market condition included in the award. The determination of the fair value of a share-based payment award using an option-pricing model or a Monte Carlo simulation requires the input of significant assumptions, such as the expected life of the award and stock price volatility. The Company recognizes expense for all stock-based awards granted on a straight-line basis over the requisite service periods of the awards, which is generally equivalent to the vesting term. For liability-classified awards, changes in fair value are recognized through cumulative catch-ups each period. Excess tax benefits on stock-based compensation should be classified along with other income tax cash flows as an operating activity. These excess tax benefits result from tax deductions in excess of the cumulative compensation expense recognized for options exercised and other equity-classified awards. See Note 20 for further discussion of stock-based compensation. Recently adopted accounting standards The Company adopted the following accounting standard during the year ended December 31, 2022: 64 In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) . The amendments in this update simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity by removing major separation models required under current U.S. GAAP. The amendments also improve the consistency of diluted earnings per share calculations. The impact of this standard had no impact on the Company's Consolidated Financial Statements. The Company considers the applicability and impact of all issued ASUs. Recently issued ASUs that are not adopted were assessed and determined to be not applicable in the current reporting period. New accounting standards not yet adopted that could affect the Company's Consolidated Financial Statements in the future are summarized as follows: In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendment in this update provides an exception to fair value measurement for contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination. As a result, contract assets and contract liabilities will be recognized and measured by the acquirer in accordance with ASC 606, Revenue from Contracts with Customers. The amendment also improves consistency in revenue recognition in the post-acquisition period for acquired contracts as compared to contracts entered into after the business combination. The amendment in this update is effective for public business entities in January 2023; all other entities have an additional year to adopt. Early adoption is permitted; however, if the new guidance is adopted in an interim period, it is required to be applied retrospectively to all business combinations within the year of adoption. This amendment is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The impact of the new standard on our consolidated financial statements and related disclosures will depend on the magnitude of future acquisitions. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326: Financial Instruments - Credit Losses. This update is an amendment to the new credit losses standard, ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , that was issued in June 2016 and clarifies that operating lease receivables are not within the scope of Topic 326. The new credit losses standard changes the accounting for credit losses for certain instruments. The new measurement approach is based on expected losses, commonly referred to as the current expected credit loss ("CECL") model, and applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investment in leases, and reinsurance and trade receivables, as well as certain off-balance sheet credit exposures, such as loan commitments. The standard also changes the impairment model for available-for-sale debt securities. The provisions of this standard will primarily impact the allowance for doubtful accounts on the Company's trade receivables, contracts in progress, and potentially its impairment model for available-for-sale debt securities (to the extent we have any upon adoption). For public, smaller reporting companies, this standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of both standards on its Consolidated Financial Statements and does not expect a material impact. 65 NOTE 3 – EARNINGS PER SHARE The following table sets forth the computation of basic and diluted (loss) earnings per share of the Company's common stock, net of non-controlling interest and dividends on preferred stock: Year ended December 31, (in thousands, except per share amounts) 2022 2021 2020 (Loss) income from continuing operations attributable to stockholders of common stock $ ( 37,721 ) $ 21,767 $ ( 12,118 ) (Loss) income from discontinued operations attributable to stockholders of common stock, net of tax — — 1,800 Net (loss) income attributable to stockholders of common stock $ ( 37,721 ) $ 21,767 $ ( 10,318 ) Weighted average shares used to calculate basic (loss) income per share 88,256 82,391 48,710 Dilutive effect of stock options, restricted stock and performance units — 1,189 — Weighted average shares used to calculate diluted (loss) income per share 88,256 83,580 48,710 Basic (loss) income per share Continuing operations $ ( 0.43 ) $ 0.26 $ ( 0.25 ) Discontinued operations — — 0.04 Basic (loss) income per share $ ( 0.43 ) $ 0.26 $ ( 0.21 ) Diluted (loss) income per share Continuing operations $ ( 0.43 ) $ 0.26 $ ( 0.25 ) Discontinued operations — — 0.04 Diluted (loss) income per share $ ( 0.43 ) $ 0.26 $ ( 0.21 ) Because the Company incurred a net loss in the years ended December 31, 2022 and 2020 basic and diluted shares are the sam e. If the Company had net income in the years ended December 31, 2022 and 2020 diluted shares would include an additional 717.6 thousand and 610.9 thousand shares, respectively. The Company exclu ded 2.1 million , 0.3 million, and 1.3 million shares related to stock options from the diluted share calculation for the years ended December 31, 2022, 2021, and 2020 respectively, because their effect would have been anti-dilutive. 66 NOTE 4 – SEGMENT REPORTING The Company's operations are assessed based on three reportable segments as described in Note 2. An analysis of the Company's operations by segment is as follows: Year ended December 31, (in thousands) 2022 2021 2020 Revenues: B&W Renewable segment B&W Renewable $ 136,376 $ 83,639 $ 89,790 B&W Renewable Services (1) 78,960 25,852 23,835 Vølund 73,337 34,819 42,562 B&W Solar 41,897 12,490 — 330,570 156,800 156,187 B&W Environmental segment B&W Environmental 77,863 58,262 45,186 SPIG 61,017 55,615 52,341 GMAB 15,513 19,949 10,441 154,393 133,826 107,968 B&W Thermal segment B&W Thermal 415,104 433,329 304,968 415,104 433,329 304,968 Eliminations ( 10,252 ) ( 592 ) ( 2,806 ) Total Revenues $ 889,815 $ 723,363 $ 566,317 (1) B&W Renewable Services' 2021 and 2020 revenues were reclassified from Vølund's prior year reported amount for year-over-year comparability. At a segment level, the adjusted EBITDA presented below is consistent with the manner in which the Company's chief operating decision maker ("CODM") reviews the results of operations and makes strategic decisions about the business and is calculated as earnings before interest, tax, depreciation and amortization adjusted for items such as gains or losses arising from the sale of non-income producing assets, net pension benefits, restructuring activities, impairments, gains and losses on debt extinguishment, costs related to financial consulting, research and development costs and other costs that may not be directly controllable by segment management and are not allocated to the segment. Year ended December 31, (in thousands) 2022 2021 2020 Adjusted EBITDA B&W Renewable segment (1) (2) $ 26,069 $ 23,219 $ 24,957 B&W Environmental segment 9,787 11,773 3,503 B&W Thermal segment 56,291 49,143 36,052 (1) Adjusted EBITDA in our Renewable segment for the year ended December 31, 2022 includes a $ 6.2 million non-recurring gain on sale related to development rights of a future solar project that was sold as well as $ 9.6 million that resulted from the reversal of the contingent consideration related to an acquisition. (2) Adjusted EBITDA in our Renewable segment for the year ended December 31, 2020 includes a $ 26.0 million non-recurring loss recovery related to certain historical EPC loss contracts. The Company does not separately identify or report its assets by segment as its chief operating decision maker does not consider assets by segment to be a critical measure by which performance is measured. The Company estimates that 38 %, 47 % and 43 % of its consolidated revenues in 2022, 2021, and 2020, respectively, were related to coal-fired power plants. The availability of natural gas in great supply has caused, in part, low prices for natural gas in the United States, which has led to more demand for natural gas relative to energy derived from coal. A material decline in spending by electric power generating companies and other steam-using industries on coal-fired power plants over a 67 sustained period of time could materially and adversely affect the demand for our power generation products and services and, therefore, our financial condition, results of operations and cash flows. Coal-fired power plants have been scrutinized by environmental groups and government regulators over the emissions of potentially harmful pollutants. This scrutiny and other economic incentives including tax advantages, have promoted the growth of nuclear, wind and solar power, among others, and a decline in cost of renewable power plant components and power storage. The recent economic environment and uncertainty concerning new environmental legislation or replacement rules or regulations in the United States and elsewhere has caused many of the Company's major customers, principally electric utilities, to delay making substantial expenditures for new plants, and to delay upgrades to existing power plants. Information about our consolidated operations in different geographic areas: Year ended December 31, (in thousands) 2022 2021 2020 REVENUES (1) United States $ 498,431 $ 431,540 $ 310,958 Canada 83,727 48,206 43,936 Denmark 50,857 30,310 28,590 Sweden 35,303 22,391 11,430 United Kingdom 30,223 26,722 25,811 China 25,890 10,028 8,461 Saudi Arabia 21,428 12,529 9,545 Brazil 15,049 3,946 5,540 France 12,555 4,539 1,776 Taiwan 12,433 5,776 1,871 Indonesia 11,724 1,853 19,644 Israel 3,082 14,110 1,635 Hong Kong 896 11,056 4,490 Aggregate of all other countries, each with less than $10 million in revenues 88,217 100,357 92,630 $ 889,815 $ 723,363 $ 566,317 (1) The Company allocates geographic revenues based on the location of the customer's operations. (in thousands) December 31, 2022 December 31, 2021 NET PROPERTY, PLANT AND EQUIPMENT, AND FINANCE LEASE United States $ 54,408 $ 52,516 Mexico 16,925 17,071 Denmark 6,672 6,573 United Kingdom 4,729 5,722 Italy 1,545 1,565 Aggregate of all other countries 2,084 2,180 $ 86,363 $ 85,627 NOTE 5 – REVENUE RECOGNITION AND CONTRACTS Revenue Recognition The Company generates the vast majority of its revenues from the supply of, and aftermarket services for, steam-generating, environmental and auxiliary equipment. The Company also earns revenue from the supply of custom-engineered cooling 68 systems for steam applications along with related aftermarket services. The Company's revenue recognition accounting policy is described in more detail in Note 2. Contract Balances The following represents the components of Contracts in progress and advance billings on contracts included in the Company's Consolidated Balance Sheets: (in thousands) December 31, 2022 December 31, 2021 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 79,421 $ 35,939 $ 43,482 121 % Revenues recognized less billings to customers 55,518 44,237 11,281 26 % Contracts in progress $ 134,939 $ 80,176 $ 54,763 68 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 113,643 $ 68,615 $ 45,028 66 % Costs of revenue recognized less cost incurred 19,786 ( 235 ) 20,021 ( 8,520 ) % Advance billings on contracts $ 133,429 $ 68,380 $ 65,049 95 % Net contract balance $ 1,510 $ 11,796 $ ( 10,286 ) ( 87 ) % Accrued contract losses $ 3,032 $ 378 $ 2,654 702 % The following amounts represent retainage on contracts: (in thousands) December 31, 2022 December 31, 2021 $ Change % Change Retainage expected to be collected within one year $ 3,198 $ 2,575 $ 623 24 % Retainage expected to be collected after one year 786 1,591 ( 805 ) ( 51 ) % Total retainage $ 3,984 $ 4,166 $ ( 182 ) ( 4 ) % The Company has included retainage expected to be collected in 2023 in Accounts receivable – trade, net in its Consolidated Balance Sheets. Retainage expected to be collected after one year are included in Other assets in The Company's Consolidated Balance Sheets. Of the long-term retainage at December 31, 2022, collection of $ 0.8 million is anticipated in 2024. Backlog On December 31, 2022 the Company ha d $ 704.0 million of rem aining performance obligations, which are also referred to as total backlog. The Company expects to recognize approximately 80.3 %, 8.8 % and 10.9 % of its remaining performance obligations as revenue in 2023, 2024 and thereafter, respectively. 69 Changes in Contract Estimates In the years ended December 31, 2022, 2021 and 2020 the Company recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Year ended December 31, (in thousands) 2022 2021 2020 Increases in gross profit for changes in estimates for over time contracts (1) $ 15,067 $ 16,042 $ 43,597 Decreases in gross profit for changes in estimates for over time contracts ( 21,740 ) ( 6,531 ) ( 17,480 ) Net changes in gross profit for changes in estimates for over time contracts $ ( 6,673 ) $ 9,511 $ 26,117 (1) Increases in gross profits for changes in estimates for over time contracts reflects a non-recurring loss recovery of $ 26.0 million in the year ended December 31, 2020. B&W Renewable Contracts During 2022, the Company determined that its Babcock & Wilcox Solar reporting unit had nine projects located in the United States that existed at the time Babcock & Wilcox Solar was acquired on September 30, 2021 which generated losses that arose due to the status of certain construction activities, existing at acquisition date, not adequately disclosed in the sales agreement and not recognized in the financial records of the seller. During the year ended December 31, 2022, the Company has recorded an increase in goodwill of $ 14.4 million, primarily resulting from the recognition of $ 14.1 million of accrued liabilities and $ 0.4 million of warranty accruals in conjunction with the finalization of purchase accounting as measurement period adjustments. The Company has submitted insurance claims to recover a portion of these losses as of December 31, 2022. During the year ended December 31, 2022, four additional Babcock & Wilcox Solar projects became loss contracts, as such, the Company recorded $ 13.2 million in net losses from changes in the estimated costs to complete the thirteen Babcock & Wilcox Solar loss contracts. As a normal part of its ongoing business operations, the Company is continuing to pursue other additional potential claims and recoveries from subcontractors and others where appropriate and available. NOTE 6 – INVENTORIES The components of inventories are as follows: (in thousands) December 31, 2022 December 31, 2021 Raw materials and supplies $ 87,554 $ 56,352 Work in progress 2,518 5,723 Finished goods 12,565 17,452 Total inventories, net $ 102,637 $ 79,527 70 NOTE 7 – PR OPERTY, PLANT & EQUIPMENT, & FINANCE LEASES Property, plant and equipment less accumulated depreciation is as follows: (in thousands) December 31, 2022 December 31, 2021 Land $ 2,481 $ 1,489 Buildings 35,326 31,895 Machinery and equipment 153,939 144,325 Property under construction 11,410 12,480 203,156 190,189 Less accumulated depreciation 141,145 133,137 Net property, plant and equipment 62,011 57,052 Finance lease 30,549 34,159 Less finance lease accumulated amortization 6,197 5,584 Net property, plant and equipment, and finance leases $ 86,363 $ 85,627 NOTE 8 - GOODWILL The following summarizes the changes in the net carrying amount of goodwill as of December 31, 2022: (in thousands) B&W Renewable B&W Environmental B&W Thermal Total Goodwill $ 129,322 $ 80,145 $ 31,438 $ 240,905 Accumulated impairment losses ( 49,965 ) ( 74,478 ) — ( 124,443 ) Balance at December 31, 2021 79,357 5,667 31,438 116,462 Addition - Fossil Power (1) — — 35,392 35,392 Addition - Optimus Industries (1) — — 11,081 11,081 Measurement period adjustments - Babcock & Wilcox Solar (2) 10,697 — — 10,697 Measurement period adjustments - Babcock & Wilcox Renewable Service A/S (2) ( 61 ) — — ( 61 ) Measurement period adjustments - Fossil Power (1)(2) — — 270 270 Measurement period adjustments - Optimus Industries (1)(2) — — ( 7,273 ) ( 7,273 ) Goodwill impairment - Babcock & Wilcox Solar ( 7,224 ) — — ( 7,224 ) Currency translation adjustments ( 710 ) ( 320 ) ( 1,321 ) ( 2,351 ) Balance at December 31, 2022 $ 82,059 $ 5,347 $ 69,587 $ 156,993 (1) As described in Note 26, the Company is in the process of completing the purchase price allocation associated with the Fossil Power and Optimus Industries acquisitions and, as a result, the provisional measurements of goodwill associated with these acquisitions are subject to change. (2) The Company's preliminary and final purchase price allocation changed due to additional information and further analysis. Goodwill represents the excess of the consideration transferred over the fair value of net assets, including identifiable intangible assets, at the acquisition date. Goodwill is assessed for impairment annually on October 1 or more frequently if events or changes in circumstances indicate a potential impairment exists. In assessing goodwill for impairment, the Company follows ASC 350, Intangibles – Goodwill and Other, which permits a qualitative assessment of whether it is more likely than not that the fair value of the reporting unit is less than its carrying value including goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill, then no impairment is determined to exist for the reporting unit. However, if the qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value, including goodwill, or we choose not to perform the qualitative assessment, then we compare the fair value of that reporting unit with its carrying value, including goodwill, in a quantitative assessment. If the carrying value 71 of a reporting unit exceeds its fair value, goodwill is considered impaired with the impairment loss measured as the excess of the reporting unit’s carrying value, including goodwill, over its fair value. The estimated fair value of the reporting unit is derived based on valuation techniques the Company believes market participants would use for each of the reporting units. During the quarter ended September 30, 2022, the Company identified certain factors, including but not limited to, the acquisition of the remaining 40 % ownership stake in Babcock & Wilcox Solar for an amount less than the remaining balance of the non-controlling interest, significant deterioration in operating results from those originally forecast at the date of acquisition primarily as a result of supply chain issues on certain solar product inputs, the recognition of additional contract losses in the third quarter of $ 8.6 million beyond amounts previously accounted for as measurement period adjustments during the year, the determination that the contingent consideration would not be payable, all of which contributed to the identification of a triggering event, requiring an interim quantitative goodwill impairment assessment of its Babcock & Wilcox Solar reporting unit. In addition, in conjunction with the interim goodwill impairment test, the Company performed an impairment analysis of the Babcock & Wilcox Solar asset group's long-lived and intangible assets and noted no impairment. The quantitative assessment was performed using a combination of the income approach (discounted cash flows), the market approach and the guideline transaction method. The income approach uses the reporting unit’s estimated future cash flows, discounted at the weighted-average cost of capital of a hypothetical third-party buyer to account for uncertainties within the projections. The income approach uses assumptions based on the reporting unit’s estimated revenue growth, operating margin, and working capital turnover. The market approach estimates fair value by applying cash flow multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies with similar characteristics to the reporting unit. The guideline transaction method estimates fair value by applying recent observed transaction multiples from transactions involving companies with similar characteristics to the reporting unit’s business. The Company compared the fair value of the Babcock & Wilcox Solar reporting unit to its carrying value and determined that the carrying value of the reporting unit exceeded the fair value by approximately $ 7.2 million. As such, the Company recorded goodwill impairment losses related to the Babcock & Wilcox Solar reporting unit of $ 7.2 million. The Company re-evaluated its Babcock & Wilcox Solar reporting unit at December 31, 2022 and no additional indicators of goodwill impairment were identified for this or any of the Company's other reporting units at the measurement date of October 1, 2022. The quantitative goodwill impairment test approach was used on the Company's remaining reporting units and there was no evidence that the fair value of each reporting unit would not exceed its carrying value at the October 1, 2021 measurement date. The Company will continue to evaluate the results of its Babcock & Wilcox Solar reporting unit and conduct interim testing if additional impairment indicators are present in future quarters. 72 NOTE 9 – INTANGIBLE ASSETS The Company's intangible assets are as follows: (in thousands) December 31, 2022 December 31, 2021 Definite-lived intangible assets (1) Customer relationships $ 68,164 $ 46,903 Unpatented technology 18,208 15,410 Patented technology 3,635 3,103 Tradename 13,441 12,747 Acquired backlog 3,100 3,100 All other 9,653 9,319 Gross value of definite-lived intangible assets 116,201 90,582 Customer relationships amortization ( 26,198 ) ( 20,800 ) Unpatented technology amortization ( 10,013 ) ( 8,313 ) Patented technology amortization ( 2,891 ) ( 2,729 ) Tradename amortization ( 6,154 ) ( 5,425 ) Acquired backlog ( 3,100 ) ( 1,620 ) All other amortization ( 9,082 ) ( 9,205 ) Accumulated amortization ( 57,438 ) ( 48,092 ) Net definite-lived intangible assets $ 58,763 $ 42,490 Indefinite-lived intangible assets Trademarks and trade names $ 1,530 $ 1,305 Total intangible assets, net (2) $ 60,293 $ 43,795 (1) As described in Note 26, we are in the process of completing the purchase price allocation associated with the Fossil Power and Optimus Industries acquisitions and as a result the intangible assets associated with these acquisitions are subject to change. (2) The Company finalized the purchase price allocation for the Babcock & Wilcox Solar acquisition on September 30, 2022 which resulted in several measurement period adjustments. On November 30, 2022, the Company also finalized the purchase price allocation for the Babcock & Wilcox Renewable Service A/S acquisition with no measurement period adjustments to their intangible assets, excluding goodwill. The following summarizes the changes in the carrying amount of intangible assets: Year ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 43,795 $ 23,908 Business acquisitions and adjustments (1) 27,412 26,583 Amortization expense ( 9,199 ) ( 5,128 ) Currency translation adjustments ( 1,715 ) ( 1,568 ) Balance at end of the period (2) $ 60,293 $ 43,795 (1) As described in Note 26, we are in the process of completing the purchase price allocation associated with the Fossil Power and Optimus Industries acquisitions and as a result, the increase in intangible assets associated with these acquisitions are subject to change. (2) The Company finalized the purchase price allocation for the Babcock & Wilcox Solar acquisition on September 30, 2022 which resulted in several measurement period adjustments. On November 30, 2022, the Company also finalized the purchase price allocation for the Babcock & Wilcox Renewable Service A/S with no measurement period adjustments to their intangible assets, excluding goodwill. Amortization of intangible assets is included in Cost of operations and SG&A in the Company's Consolidated Statement of Operations but is not allocated to segment results. Definite-lived intangible assets are assessed for impairment on an interim basis when impairment indicators exist. See Note 8 regarding the Company's interim impairment testing process for the year ended December 31, 2022. 73 Estimated future intangible asset amortization expense, including the preliminary amortization expense resulting from the acquisitions of Fossil Power and Optimus, during the year ended December 31, 2022 is as follows (in thousands): Amortization Expense (1) Twelve months ending December 31, 2023 $ 7,959 Twelve months ending December 31, 2024 7,887 Twelve months ending December 31, 2025 7,082 Twelve months ending December 31, 2026 5,951 Twelve months ending December 31, 2027 5,308 Thereafter 24,576 (1) As described in Note 26, the Company is in the process of completing the purchase price allocation associated with the Fossil Power and Optimus Industries acquisitions and, as a result, the estimated future intangible asset amortization expense associated with these acquisitions are subject to change. See Note 26 for intangible assets identified in conjunction with the acquisitions of Fossil Power and Optimus, which are subject to change pending the finalization of the purchase price allocation associated with these acquisitions. NOTE 10 – LEASES Certain real property assets for the Company's Copley, Ohio location were sold on March 15, 2021. In conjunction with the sale, the Company executed a leaseback agreement commencing March 16, 2021 which will expire on March 31, 2033. The lease is classified as an operating lease with total future minimum payments during the initial term of the lease of approximately $ 5.0 million as of December 31, 2022. At December 31, 2022, a $ 3.3 million ROU asset is recorded in Right of use assets with corresponding liabilities of $ 3.5 million recorded in Other accrued liabilities and Non-current operating lease liabilities in the Company's Consolidated Balance Sheets. Certain real property assets the Company's Lancaster, Ohio location were sold on August 13, 2021. In conjunction with the sale, the Company executed a leaseback agreement commencing August 13, 2021 and expiring on August 31, 2041. The lease is classified as an operating lease with total future minimum payments during the initial term of the lease of approximately $ 36.6 million as of December 31, 2021. At December 31, 2022, a $ 16.6 million ROU asset is recorded in Right of use assets and corresponding liabilities of $ 17.0 million recorded in Other accrued liabilities and Non-current operating lease liabilities. In conjunction with the acquisition of Babcock & Wilcox Solar, the Company assumed two leases classified as operating leases with total future minimum payments during the remaining term of the leases of approximately $ 0.7 million. As of December 31, 2022, a $ 1.1 million ROU asset is recorded in Right-of-use assets with corresponding liabilities of $ 1.1 million in Operating lease liabilities and Non-current operating lease liabilities in the Company's Consolidated Balance Sheets. During the year ended December 31, 2022, the Company sold certain real property and then entered into sale lease-back agreements with the buyers for each sale transaction. The Company accounted for these sale-leasebacks as financing transactions with the purchasers of the assets in accordance with ASC 842 as the lease agreements were all deemed to be finance leases. The Company concluded the lease agreements met the qualifications to be classified as finance leases due to the significance of the present value of the lease payments, using the appropriate individual discount rate to reflect the Company's incremental borrowing rates, compared to the fair value of the leased property as of the lease commencement dates. The presence of a finance lease indicates that control of the property has not transferred to the buyer/lessors, and as such, these transactions were deemed to be failed sale-leasebacks and were accounted for as financing arrangements. As a result of this determination, the Company is viewed as having received the proceeds from the buyer/lessors in the form of hypothetical loans with its leased property considered to be collateral. The hypothetical loans are payable as principal and interest in the form of “lease payments” to the buyer/lessors. As such, the property will remain on the Company's Consolidated Balance Sheets as Net property, plant, equipment and finance leases until the leases end. The Company will depreciate the assets to zero over the shorter of their respective economic lives or lease term. No gains or losses were recognized related to the Sale-Leasebacks under U.S. GAAP for the fiscal year ended December 31, 2022 for the following transactions: 74 On October 5, 2022, the Company sold its corporate aircraft for $ 3.4 million in proceeds and then simultaneously entered into a lease agreement with the buyer of the property resulting in a sale lease-back. The sale-leaseback is repayable over a 2 year term with payments of approximately $ 62 thousand per month through July 2024 with a final payment of $ 2.3 million in August 2024 at the expiration of the lease. The Company concluded the lease agreement met the qualifications to be classified as a finance lease due to the significance of the present value of the lease payments, using a discount rate that reflects the Company’s incremental borrowing rate, compared to the fair value of the leased property as of the lease commencement date. At December 31, 2022, the carrying value of the financing liability was $ 3.3 million, of which $ 0.6 million is classified as current. The current portion is recorded in Loans payable with the remainder recorded in Long-term loans payable on the Company's Consolidated Balance Sheets. The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method. On November 1, 2022, the Company sold certain real property assets at its Monterey, Mexico location for $ 1.4 million in proceeds and then simultaneously entered into a lease agreement with the buyer of the property resulting in a sale lease-back. The sale-leaseback is repayable over a 4 year term with payments of approximately $ 0.4 million per year. The Company concluded the lease agreement met the qualifications to be classified as a finance lease due to the significance of the present value of the lease payments, using a discount rate that reflects the Company’s incremental borrowing rate, compared to the fair value of the leased property as of the lease commencement date. At December 31, 2022, the carrying value of the financing liability was $ 1.4 million in Long-term loans payable on the Company's Consolidated Balance Sheets. The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method. On December 16, 2022, the Company sold certain real property assets at its Chanute, Kansas location for $ 8.4 million in proceeds and then simultaneously entered into a lease agreement with the buyer of the property resulting in a sale lease-back. The sale-leaseback is repayable over a 20 year term, with two renewal options of ten years each. Under the terms of the lease agreement, the Company's initial basic rent is of approximately $ 0.7 million per year with annual increases of 2.25 % throughout the life of the agreement. The Company concluded the lease agreement met the qualifications to be classified as a finance lease due to the significance of the present value of the lease payments, using a discount rate that reflects the Company’s incremental borrowing rate, compared to the fair value of the leased property as of the lease commencement date. At December 31, 2022, the carrying value of the financing liability was $ 8.7 million, which is net of debt issuance costs of $ 0.6 million and is recorded in Long-term loans payable on the Company's Consolidated Balance Sheets. The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method. The remaining future cash payments related to the aggregate financing liabilities for the fiscal years ending December 31 are as follows: 2023 $ 1,844 2024 3,800 2025 1,137 2026 1,153 2027 781 Thereafter 14,149 Total minimum liability requirements 22,864 Imputed interest ( 8,954 ) Total $ 13,910 75 The components of lease expense included on our Consolidated Statements of Operations were as follows: Year ended December 31, (in thousands) Classification 2022 2021 2020 Operating lease expense: Operating lease expense Selling, general and administrative expenses $ 7,277 $ 4,974 $ 5,736 Operating lease expense Cost of operations — 1,077 — Short-term lease expense Selling, general and administrative expenses 3,516 3,541 1,960 Variable lease expense (1) Selling, general and administrative expenses 484 385 1,973 Total operating lease expense $ 11,277 $ 9,977 $ 9,669 Finance lease expense: Amortization of right-of-use assets Cost of operations $ 3,527 $ 3,510 $ 2,061 Interest on lease liabilities Interest expense 2,372 2,502 2,452 Total finance lease expense $ 5,899 $ 6,012 $ 4,513 Sublease income (2) Other – net $ ( 72 ) $ ( 86 ) $ ( 86 ) Net lease cost $ 17,104 $ 15,903 $ 14,096 (1) Variable lease expense primarily consists of common area maintenance expenses paid directly to lessors of real estate leases. (2) Sublease income excludes rental income from owned properties, which is not material. Other information related to leases is as follows: Year ended December 31, (in thousands) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,886 $ 5,614 $ 5,603 Operating cash flows from finance leases 2,371 2,502 2,452 Financing cash flows from finance leases 2,435 2,366 ( 13 ) (in thousands) December 31, 2022 December 31, 2021 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 3,256 $ 24,886 Finance leases $ — $ 3,608 Weighted-average remaining lease term: Operating leases (in years) 13.0 13.6 Finance leases (in years) 12.0 12.7 Weighted-average discount rate: Operating leases 8.22 % 8.24 % Finance leases 8.00 % 7.93 % 76 Amounts relating to leases were presented on our Consolidated Balance Sheets in the following line items: (in thousands) Assets: Classification December 31, 2022 December 31, 2021 Operating lease assets Right-of-use assets $ 29,438 $ 30,163 Finance lease assets Net property, plant and equipment and finance leases 24,352 28,575 Total non-current lease assets $ 53,790 $ 58,738 Liabilities: Current Operating lease liabilities Operating lease liabilities $ 3,595 $ 3,950 Finance lease liabilities Financing lease liabilities 1,180 2,445 Non-current Operating lease liabilities Non-current operating lease liabilities 26,583 26,685 Finance lease liabilities Non-current finance lease liabilities 27,482 29,369 Total lease liabilities $ 58,840 $ 62,449 Future minimum lease payments required under non-cancellable leases as of December 31, 2022 were as follows: (in thousands) Operating Leases Finance Leases Total 2023 $ 5,872 $ 3,408 $ 9,280 2024 4,831 3,472 8,303 2025 3,740 3,499 7,239 2026 3,232 3,568 6,800 2027 2,892 3,640 6,532 Thereafter 30,296 27,578 57,874 Total $ 50,863 $ 45,165 $ 96,028 Less imputed interest ( 20,684 ) ( 16,504 ) ( 37,188 ) Lease liability $ 30,179 $ 28,661 $ 58,840 NOTE 11 – ACCRUED WARRANTY EXPENSE The Company may offer assurance type warranties on products and services in which it sells. Changes in the carrying amount of the Company's accrued warranty expense are as follows: Year ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 12,925 $ 25,399 Additions 7,294 7,470 Expirations and other changes 150 ( 7,808 ) Payments ( 10,634 ) ( 12,206 ) Translation and other ( 167 ) 70 Balance at end of period $ 9,568 $ 12,925 77 The Company accrues estimated expense included in Cost of operations on its Consolidated Statements of Operations to satisfy contractual warranty requirements when it recognizes the associated revenues on the related contracts, or in the case of a loss contract, the full amount of the estimated warranty costs is accrued when the contract becomes a loss contract. In addition, the Company records specific provisions or reductions where it expects the actual warranty costs to significantly differ from the accrued estimates. Such changes could have a material effect on the Company's consolidated financial condition, results of operations and cash flows. NOTE 12 – RESTRUCTURING ACTIVITIES The Company incurred restructuring charges in 2022, 2021 and 2020. The charges primarily consist of severance and related costs of actions taken, including as part of the Company’s strategic, market-focused organizational and re-branding initiative. During 2021 and 2020, these charges also include actions taken to address the impact of COVID-19 on our business. The following tables summarizes the restructuring activity incurred by segment: Year ended December 31, 2022 (in thousands) Total Severance and related costs Other (1) B&W Renewable segment $ 900 $ 719 $ 181 B&W Environmental segment 228 28 200 B&W Thermal segment 589 128 461 Corporate ( 1,157 ) ( 1,228 ) 71 $ 560 $ ( 353 ) $ 913 Cumulative costs to date $ 45,743 36,898 8,845 (1) Other amounts consist primarily of exit, relocation and other costs. Year ended December 31, 2021 (in thousands) Total Severance and related costs Other (1) B&W Renewable segment $ 1,876 $ 1,732 $ 144 B&W Environmental segment 430 360 70 B&W Thermal segment 2,207 1,734 473 Corporate 356 213 143 $ 4,869 $ 4,039 $ 830 (1) Other amounts consist primarily of exit, relocation, COVID-19 related and other costs. Year ended December 31, 2020 (in thousands) Total Severance and related costs Other (1) B&W Renewable segment $ 5,926 $ 4,537 $ 1,389 B&W Environmental segment 745 293 452 B&W Thermal segment 4,725 1,962 2,763 Corporate 453 ( 52 ) 505 $ 11,849 $ 6,740 $ 5,109 (1) Other amounts consist primarily of exit, relocation, COVID-19 related and other costs Restructuring liabilities are included in Other accrued liabilities on the Company's Consolidated Balance Sheets. Activity related to the restructuring liabilities is as follows: 78 Year ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 6,561 $ 8,146 Restructuring expense 560 4,869 Payments ( 5,506 ) ( 6,454 ) Balance at end of period $ 1,615 $ 6,561 The payments shown above for the years ended December 31, 2022 and 2021 relate primarily to severance. Accrued restructuring liabilities at December 31, 2022 and 2021 relate primarily to employee termination benefits. NOTE 13 – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS The Company has historically provided defined benefit retirement benefits to domestic employees under the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the “U.S. Plan”), a noncontributory plan. As of 2006, the U.S. Plan was closed to new salaried plan entrants. Effective December 31, 2015, benefit accruals for those salaried employees covered by, and continuing to accrue service and salary adjusted benefits under the U.S. Plan ceased. As of December 31, 2022, and 2021, approximately 72 and 73 hourly union employees continue to accrue benefits under the U.S. Plan for the respective years. Effective January 1, 2012, a defined contribution component was adopted applicable to Babcock & Wilcox Canada, Ltd. (the “Canadian Plans”). Any employee with less than two years of continuous service as of December 31, 2011 was required to enroll in the defined contribution component of the Canadian Plans as of January 1, 2012 or upon the completion of 6 months of continuous service, whichever is later. These and future employees will not be eligible to enroll in the defined benefit component of the Canadian Plans. In 2014, benefit accruals under certain hourly Canadian pension plans were ceased with an effective date of January 1, 2015. As part of the spin-off transaction, the Company split the Canadian defined benefit plans from BWXT, which was completed in 2017. The Company did not present these plans as multi-employer plans because its portion was separately identifiable, and the Company was able to assess the assets, liabilities and periodic expense in the same manner as if it were a separate plan in each period. The Company also sponsors the Diamond Power Specialty Limited Retirement Benefits Plan (the “U.K. Plan”) through its subsidiary. Benefit accruals under this plan ceased to be effective November 30, 2015. The Company has accounted for the GMP equalization following the U.K. High Court ruling during the fourth quarter of 2018 by recording prior service cost in accumulated other comprehensive income that will be amortized through net periodic pension cost over 15 years, ending December 31, 2033. The Company does not provide retirement benefits to certain non-resident alien employees of foreign subsidiaries. Retirement benefits for salaried employees who accrue benefits in a defined benefit plan are based on final average compensation and years of service, while benefits for hourly paid employees are based on a flat benefit rate and years of service. The Company's funding policy is to fund the plans as recommended by the respective plan actuaries and in accordance with the Employee Retirement Income Security Act of 1974, as amended, or other applicable law. Funding provisions under the Pension Protection Act accelerate funding requirements to ensure full funding of benefits accrued. The Company makes available other benefits which include postretirement health care and life insurance benefits to certain salaried and union retirees based on their union contracts, and on a limited basis, to future retirees. 79 Obligations and funded status Pension Benefits Year Ended December 31, Other Benefits Year Ended December 31, (in thousands) 2022 2021 2022 2021 Change in benefit obligation: Benefit obligation at beginning of period $ 1,199,845 $ 1,284,019 $ 10,372 $ 11,802 Service cost 699 781 20 22 Interest cost 26,676 22,559 182 145 Plan participants’ contributions — — 125 155 Amendments — 676 — — Actuarial gain ( 249,945 ) ( 28,815 ) ( 1,353 ) ( 153 ) Foreign currency exchange rate changes ( 4,413 ) 165 ( 82 ) 3 Benefits paid ( 79,547 ) ( 79,540 ) ( 1,588 ) ( 1,602 ) Benefit obligation at end of period $ 893,315 $ 1,199,845 $ 7,676 $ 10,372 Change in plan assets: Fair value of plan assets at beginning of period $ 1,037,235 $ 1,047,646 $ — $ — Actual return on plan assets ( 184,570 ) 42,954 — — Employer contribution 3,713 26,158 1,463 1,447 Plan participants' contributions — — 125 155 Foreign currency exchange rate changes ( 5,908 ) 17 — — Benefits paid ( 79,547 ) ( 79,540 ) ( 1,588 ) ( 1,602 ) Fair value of plan assets at the end of period 770,923 1,037,235 — — Funded status $ ( 122,392 ) $ ( 162,610 ) $ ( 7,676 ) $ ( 10,372 ) Amounts recognized in the balance sheet consist of: Accrued employee benefits $ ( 1,118 ) $ ( 1,162 ) $ ( 1,162 ) $ ( 1,297 ) Accumulated postretirement benefit obligation — — ( 6,514 ) ( 9,075 ) Pension liability ( 129,662 ) ( 173,655 ) — — Prepaid pension 8,388 12,207 — — Accrued benefit liability, net $ ( 122,392 ) $ ( 162,610 ) $ ( 7,676 ) $ ( 10,372 ) Amount recognized in accumulated comprehensive income (before taxes): Prior service cost $ 966 $ 1,146 $ 1,665 $ 2,355 Supplemental information: Plans with accumulated benefit obligation in excess of plan assets Projected benefit obligation 856,546 1,141,706 — — Accumulated benefit obligation 856,546 1,141,706 7,676 10,372 Fair value of plan assets 725,767 966,889 — — Plans with plan assets in excess of accumulated benefit obligation Projected benefit obligation 36,770 58,139 — — Accumulated benefit obligation 36,770 58,139 — — Fair value of plan assets 45,158 70,346 — — 80 Components of net periodic benefit cost (benefit) included in net income (loss) are as follows: Pension Benefits Other Benefits Year ended December 31, Year ended December 31, (in thousands) 2022 2021 2020 2022 2021 2020 Interest cost $ 26,676 $ 22,559 $ 33,267 $ 182 $ 145 $ 288 Expected return on plan assets ( 57,547 ) ( 56,154 ) ( 61,322 ) — — — Amortization of prior service cost (credit) 189 97 97 691 691 ( 1,084 ) Recognized net actuarial (gain) loss ( 6,365 ) ( 15,327 ) 22,676 ( 1,354 ) ( 153 ) 478 Benefit plans, net (1) ( 37,047 ) ( 48,825 ) ( 5,282 ) ( 481 ) 683 ( 318 ) Service cost included in COS (2) 699 781 792 20 22 19 Net periodic benefit cost (benefit) $ ( 36,348 ) $ ( 48,044 ) $ ( 4,490 ) $ ( 461 ) $ 705 $ ( 299 ) (1) Benefit plans, net, which is presented separately in our 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 our Consolidated Statement of Operations and is allocated to the B&W Thermal segment. Recognized net actuarial gain consists primarily of the Company's reported actuarial gain and the difference between the actual return on plan assets and the expected return on plan assets. Total net mark to market (“MTM”) adjustments for the Company's pension and other postretirement benefit plans were (gains) losses of $( 7.7 ) million, $( 15.5 ) million and $ 23.2 million in the years ended, December 31, 2022, 2021 and 2020, respectively. The recognized net actuarial (gain) loss was recorded in Benefit plans, net in the Company's Consolidated Statements of Operations. Assumptions Pension Benefits Other Benefits Year ended December 31, Year ended December 31, 2022 2021 2020 2022 2021 2020 Weighted average assumptions used to determine net periodic benefit obligations: Comparative single equivalent discount rate 5.35 % 2.81 % 2.50 % 5.28 % 2.50 % 1.97 % Rate of compensation increase 0.06 % 0.07 % 0.08 % — — — Weighted average assumptions used to determine net periodic benefit cost: Comparative single equivalent discount rate 2.88 % 2.52 % 3.23 % 5.28 % 2.50 % 1.97 % Expected return on plan assets 5.90 % 5.76 % 6.63 % — — — Rate of compensation increase 0.06 % 0.07 % 0.08 % — — — The expected rate of return on plan assets is based on the long-term expected returns for the investment mix of assets currently in the portfolio. In setting this rate, the Company uses a building-block approach. Historic real return trends for the various asset classes in the plan's portfolio are combined with anticipated future market conditions to estimate the real rate of return for each asset class. These rates are then adjusted for anticipated future inflation to determine estimated nominal rates of return for each asset class. The expected rate of return on plan assets is determined to be the weighted average of the nominal returns based on the weightings of the asset classes within the total asset portfolio. The Company uses an expected return on plan assets assumption of 6 % for the majority of our pension plan assets (approximately 94 % of our total pension assets at December 31, 2022). Investment goals The overall investment strategy of the pension trusts is to achieve long-term growth of principal, while avoiding excessive risk and to minimize the probability of loss of principal over the long term. The specific investment goals that have been set 81 for the pension trusts in the aggregate are (1) to ensure that plan liabilities are met when due and (2) to achieve an investment return on trust assets consistent with a reasonable level of risk. Allocations to each asset class for both domestic and foreign plans are reviewed periodically and rebalanced, if appropriate, to assure the continued relevance of the goals, objectives and strategies. The pension trusts for both domestic and foreign plans employ a professional investment advisor and a number of professional investment managers whose individual benchmarks are, in the aggregate, consistent with the plans' overall investment objectives. The goals of each investment manager are (1) to meet (in the case of passive accounts) or exceed (for actively managed accounts) the benchmark selected and agreed upon by the manager and the trust and (2) to display an overall level of risk in its portfolio that is consistent with the risk associated with the agreed upon benchmark. The investment performance of total portfolios, as well as asset class components, is periodically measured against commonly accepted benchmarks, including the individual investment manager benchmarks. In evaluating investment manager performance, consideration is also given to personnel, strategy, research capabilities, organizational and business matters, adherence to discipline and other qualitative factors that may impact the ability to achieve desired investment results. Domestic plans: The Company sponsors the U.S. Plan, which is a domestic defined benefit plan. The assets of this plan are held by the Trustee in The Babcock & Wilcox Company Master Trust (the “Master Trust”). For the years ended December 31, 2022 and 2021, the investment return on domestic plan assets of the Master Trust (net of deductions for management fees) was approximately ( 17.49 )% and 4.25 %, respectively. The following is a summary of the asset allocations for the Master Trust by asset category: Year ended December 31, 2022 2021 Asset category: United States government securities 12 % 17 % Corporate stocks 6 % 8 % Venture capital 42 % 40 % Hedge funds 27 % 30 % Cash and accrued items 13 % 5 % The target asset allocation for the Master Trust as of December 31, 2022 was 50 % of alternative, liquid credit and direct lending funds, 20 % of fixed income securities, and 30 % of equity and other investments. As of December 31, 2021, the target allocation was 50 % of alternative, liquid credit and direct lending funds, 20 % of fixed income securities, and 30 % of equity and other investments. The Company routinely reassesses the target asset allocation with a goal of better aligning the timing of expected cash flows from those assets to the anticipated timing of benefit payments. 82 Foreign plans: The Company sponsors various plans through certain of its foreign subsidiaries. These plans are the Canadian Plans and the U.K. Plan. The combined weighted average asset allocations of these plans by asset category were as follows: Year ended December 31, 2022 2021 Asset category: Commingled and mutual funds 24 % 30 % Fixed income 72 % 67 % Other 4 % 3 % The target allocation for 2022 for the foreign plans, by asset class, is as follows: Canadian Plans U.K. Plan Asset class: United States equity 24 % 3 % Global equity 26 % 4 % Fixed income and other 50 % 93 % Fair value of plan assets See Note 24 for a detailed description of fair value measurements and the hierarchy established for valuation inputs. In accordance with Subtopic 820-10, Fair Value Measurement and Disclosure s, certain investments that are measured at fair value using the net asset value ("NAV") per share practical expedient have not been classified in the fair value hierarchy. The investments that are measured at fair value using NAV per share included in the tables below are intended to permit reconciliation of the fair value hierarchy to the fair value of plan assets at the end of each period, which is presented in the first table above titled “obligations and funded status” . The following is a summary of total investments of the Company's plans measured at fair value: (in thousands) Year ended December 31, 2022 Level 1 Level 2 Level 3 Commingled and mutual funds $ 12,020 $ — $ 12,020 $ — United States government securities 83,948 83,948 — — Fixed income 53,258 13,191 32,548 7,519 Equity 41,313 41,137 — 176 Venture capital 250,344 — — 250,344 Hedge fund 83,439 — — 83,439 Cash and accrued items $ 76,257 76,257 — — Investments measured at fair value $ 600,579 $ 214,533 $ 44,568 $ 341,478 Investments measured at net asset value 171,441 Pending trades ( 1,096 ) Total pension and other postretirement benefit assets $ 770,924 83 (in thousands) Year ended December 31, 2021 Level 1 Level 2 Level 3 Commingled and mutual funds $ 22,261 $ — $ 22,261 $ — United States government securities 167,328 167,328 — — Fixed income 65,370 15,196 47,309 2,865 Equity 80,299 74,888 5,243 168 Venture capital 236,730 — — 236,730 Hedge fund 80,711 — — 80,711 Cash and accrued items 30,130 30,130 — — Investments measured at fair value $ 682,829 $ 287,542 $ 74,813 $ 320,474 Investments measured at net asset value 349,798 Pending trades 4,608 Total pension and other postretirement benefit assets $ 1,037,235 Expected cash flows Domestic Plans Foreign Plans (in thousands) Pension Benefits Other Benefits Pension Benefits Other Benefits Expected employer contributions to trusts of defined benefit plans: 2023 $ 1,146 $ 1,033 $ 277 $ 152 Expected benefit payments (1) : 2023 74,703 1,033 2,495 152 2024 73,971 932 2,504 141 2025 72,861 847 2,608 127 2026 71,658 767 2,674 120 2027 70,197 692 2,679 107 2028-2032 324,874 2,509 13,989 384 (1 Pension benefit payments are made from their respective plan's trust. The Company made contributions to its pension and other postretirement benefit plans totaling $ 5.2 million and $ 27.6 million during the years ended December 31, 2022 and 2021. In accordance with the American Rescue Plan Act of 2021, the Company elected to defer $ 20.9 million of the estimated Pension Plan contribution payments of $ 45.6 million that would have been due during 2021. Contributions made during the year ended December 31, 2021 include $ 0.4 million of interest as required per the CARES Act that was signed into law on March 27, 2020. Defined contribution plans The Company provides benefits under The B&W Thrift Plan (the “Thrift Plan”). The Thrift Plan generally provides for matching employer contributions. Beginning in April 2020 and continuing through December 31, 2022, as part of the Company's response to the impact of the COVID-19 pandemic on its business, the Company suspended its 401(k) company match for U.S. employees. The Company resumed its employer contributions beginning in 2022 inclusive of a one-time profit sharing contribution for the 2021 plan year equal to 0.75 % of eligible employees' base pay. Employer matching contributions are typically made in cash. Amounts charged to expense for employer contributions under the Thrift Plan totaled approximately $ 3.1 million, $ 0.0 million and $ 1.0 million in the years ended December 31, 2022, 2021 and 2020, respectively. 84 Also, the Company's salaried Canadian employees are provided with a defined contribution plan. The amount charged to expense for employer contributions was approximately $ 0.3 million, $ 0.3 million and $ 0.3 million in the years ended December 31, 2022, 2021 and 2020, respectively. Multi-employer plans One of the Company's subsidiaries in the B&W Thermal segment contributes to various multi-employer plans. The plans generally provide defined benefits to substantially all unionized workers in this subsidiary. The following table summarizes the Company's contributions to multi-employer plans for the years covered by this report: Pension Fund EIN/PIN Pension Protection Act Zone Status FIP/RP Status Pending/ Implemented Contributions Surcharge Imposed Expiration Date of Collective Bargaining Agreement 2022 2021 2020 2022 2021 2020 (in millions) Boilermaker-Blacksmith National Pension Trust 48-6168020/ 001 Yellow Yellow Yellow Yes $ 8.0 $ 16.6 $ 4.0 No Described Below All other 1.0 2.2 0.9 $ 9.0 $ 18.8 $ 4.9 The Company's collective bargaining agreements with the Boilermaker-Blacksmith National Pension Trust (the “Boilermaker Plan”) is under a National Maintenance Agreement platform which is evergreen in terms of expiration. However, the agreement allows for termination by either party with a 90-day written notice. The Company's contributions to the Boilermaker Plan constitute less than 5% of total contributions to the Boilermaker Plan. All other contributions expense for all periods included in this report represents multiple amounts to various plans that, individually, are deemed to be insignificant. NOTE 14 – 2021 SENIOR NOTES OFFERINGS 8.125 % Senior Notes During 2021, the Company completed sales of $ 151.2 million aggregate principal amount of its 8.125 % senior notes due 2026 (“ 8.125 % Senior Notes”) for net proceeds of approximately $ 146.6 million. In addition to the completed sales, the Company issued $ 35.0 million of Senior Notes bearing a per annum interest rate of 8.125 % to B. Riley Financial, Inc., a related party, in exchange for a deemed prepayment of its then existing Last Out Term Loan Tranche A-3. The interest is payable quarterly, in arrears, on January 31, April 30, July 31 and October 31 of each year, commencing on April 30, 2021. The 8.125 % Senior Notes mature on February 28, 2026. On March 31, 2021, the Company entered into a sales agreement with B. Riley Securities, Inc., a related party, in which it may sell to or through B. Riley Securities, Inc., from time to time, additional 8.125 % Senior Notes up to an aggregate principal amount of $ 150.0 million. The 8.125 % Senior Notes have the same terms as (other than date of issuance), form a single series of debt securities with, have the same CUSIP number and are fungible with the initial 8.125 % Senior Notes issuance in 2021. During the year ended December 31, 2022, the Company sold $ 6.8 million aggregate principal of 8.125 % per annum Senior Notes under the sales agreement described above for $ 6.7 million of net proceeds. The 8.125 % Senior Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other existing and future senior unsecured and unsubordinated indebtedness. 6.50 % Senior Notes . During 2021, the Company completed sales of $ 151.4 million aggregate principal amount of its 6.50 % senior notes due in 2026 (the “ 6.50 % Senior Notes”) for net proceeds of approximately $ 145.8 million with an interest rate of 6.50 % per annum. Interest on the 6.50 % Senior Notes is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year and carry a maturity date of December 31, 2026. 85 The public offering of our 6.50 % Senior Notes was conducted pursuant to an underwriting agreement dated December 8, 2021, between the Company and B. Riley Securities, Inc., an affiliate of B. Riley, a related party, as representative of several underwriters. The 6.50 % Senior Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other existing and future senior unsecured and unsubordinated indebtedness. The 6.50 % Senior Notes are effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness and structurally subordinated to all existing and future indebtedness of the Company’s subsidiaries, including trade payables. The components of the Company's senior notes at December 31, 2022 are as follows: Senior Notes (in thousands) 8.125 % 6.50 % Total Senior notes due 2026 $ 193,026 $ 151,440 $ 344,466 Unamortized deferred financing costs ( 4,126 ) ( 5,299 ) ( 9,425 ) Unamortized premium 457 — 457 Net debt balance $ 189,357 $ 146,141 $ 335,498 NOTE 15 – LAST OUT TERM LOANS Effective with the new debt facilities the Company entered into on June 30, 2021, as described in Note 16 below, the Company has no remaining Last Out Term Loans and no further borrowings thereunder are available. NOTE 16 – REVOLVING DEBT Debt Facilities On June 30, 2021, the Company entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association ("PNC"), as administrative agent and a letter of credit agreement (the “Letter of Credit Agreement”) with PNC, pursuant to which PNC agreed to issue up to $ 110.0 million in letters of credit that is secured in part by cash collateral provided by an affiliate of MSD Partners, MSD PCOF Partners XLV, LLC (“MSD”), as well as a reimbursement, guaranty and security agreement with MSD, as administrative agent, and the cash collateral providers from time to time party thereto, along with certain of the Company's subsidiaries as guarantors, pursuant to which it is obligated to reimburse MSD and any other cash collateral provider to the extent the cash collateral provided by MSD and any other cash collateral provider to secure the Letter of Credit Agreement is drawn to satisfy draws on letters of credit (the “Reimbursement Agreement” and collectively with the Revolving Credit Agreement and Letter of Credit Agreement, the “Debt Documents” and the facilities thereunder, the “Debt Facilities”). In December 2022, the Company deposited $ 10.0 million with PNC for Letter of Credit collateral to enable MSD to reduce their collateral requirement by $ 10.0 million. The obligations of the Company under each of the Debt Facilities are guaranteed by certain existing and future domestic and foreign subsidiaries of the Company. B. Riley Financial, Inc. (“B. Riley”), a related party, has provided a guaranty of payment with regard to the Company’s obligations under the Reimbursement Agreement, as described below. The Company expects to use the proceeds and letter of credit availability under the Debt Facilities for working capital purposes and general corporate purposes, including to backstop or replace certain letters of credit issued under our previous A&R Credit Agreement, dated as of May 14, 2020 (as amended, restated or otherwise modified from time to time), by and among the Company, as borrower, Bank of America, N.A., as administrative agent, the lenders and the other parties from time to time party thereto, which was repaid and commitments thereunder terminated as of June 30, 2021. The Revolving Credit Agreement matures on June 30, 2025. As of December 31, 2022, no borrowings have occurred under the Revolving Credit Agreement and under the Letter of Credit Agreement, usage consisted of $ 13.6 million of financial letters of credit and $ 100.8 million of performance letters of credit. Each of the Debt Facilities has a maturity date of June 30, 2025. The interest rates applicable under the Revolving Credit Agreement float at a rate per annum equal to either (i) a base rate plus 2.0 % or (ii) 1 or 3-month reserve-adjusted LIBOR rate plus 3.0 %. The interest rates applicable to the Reimbursement Agreement float at a rate per annum equal to either (i) a base rate plus 6.50 % or (ii) 1 or 3-month reserve-adjusted LIBOR plus 7.50 %. Under the Letter of Credit Agreement, the 86 Company is required to pay letter of credit fees on outstanding letters of credit equal to (i) administrative fees of 0.75 % and (ii) fronting fees of 0.25 %. Under the Revolving Credit Agreement, the Company is required to pay letter of credit fees on outstanding letters of credit equal to (i) letter of credit commitment fees of 3.0 % and (ii) letter of credit fronting fees of 0.25 %. Under each of the Revolving Credit Agreement and the Letter of Credit Agreement, the Company is required to pay a facility fee equal to 0.375 % per annum of the unused portion of the Revolving Credit Agreement or the Letter of Credit Agreement, respectively. The Company is permitted to prepay all or any portion of the loans under the Revolving Credit Agreement prior to maturity without premium or penalty. Prepayments under the Reimbursement Agreement shall be subject to a prepayment fee of 2.25 % in the first year after closing, 2.0 % in the second year after closing and 1.25 % in the third year after closing, with no prepayment fee payable thereafter. The Company has mandatory prepayment obligations under the Reimbursement Agreement upon the receipt of proceeds from certain dispositions or casualty or condemnation events. The Revolving Credit Agreement and Letter of Credit Agreement require mandatory prepayments to the extent of an over-advance. The obligations under the Debt Facilities are secured by substantially all assets of the Company and each of the guarantors, in each case subject to inter-creditor arrangements. As noted above, the obligations under the Letter of Credit Facility are also secured by the cash collateral provided by MSD and any other cash collateral provider thereunder. The Debt Documents contain certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The Debt Documents require the Company to comply with certain financial maintenance covenants, including a quarterly fixed charge coverage test of not less than 1.00 to 1.00, a quarterly senior net leverage ratio test of not greater than 2.50 to 1.00, a non-guarantor cash repatriation covenant not to exceed $ 35 million at any one time, a minimum liquidity covenant of at least $ 30.0 million at all times, and an annual cap on maintenance capital expenditures of $ 7.5 million. The Debt Documents also contain customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the respective facility, the failure to comply with certain covenants and agreements specified in the applicable Debt Agreement, defaults in respect of certain other indebtedness, and certain events of insolvency. If any event of default occurs, the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Debt Documents may become due and payable immediately. In connection with the Company’s entry into the Debt Documents, on June 30, 2021, B. Riley, a related party, entered into a Guaranty Agreement in favor of MSD, in its capacity as administrative agent under the Reimbursement Agreement, for the ratable benefit of MSD, the cash collateral providers and each co-agent or sub-agent appointed by MSD from time to time (the “B. Riley Guaranty”). The B. Riley Guaranty provides for the guarantee of all of the Company’s obligations under the Reimbursement Agreement. The B. Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of the Company’s obligations under the Reimbursement Agreement. Under a fee letter with B. Riley, the Company agreed to pay B. Riley $ 0.9 million per annum in connection with the B. Riley Guaranty. The Company entered into a reimbursement agreement with B. Riley governing the Company’s obligation to reimburse B. Riley to the extent the B. Riley Guaranty is called upon by the agent or lenders under the Reimbursement Agreement. On November 7, 2022 the Company executed an amendment to its Debt Documents with MSD which modified certain financial maintenance covenants for future periods beginning with fiscal quarters ending on December 31, 2022. The Fixed Charge Coverage Ratio was amended to 0.55 :1.0 for the fiscal quarter ending December 31, 2022, 0.65 to 1.00 for the fiscal quarter ending March 31, 2023, 0.80 to 1.00 for the fiscal quarter ending June 30, 2023, 1.15 to 1.00 for the fiscal quarter ending September 30, 2023 and 1.25 to 1.00 for the fiscal quarter ending December 31, 2023 and thereafter. The Senior Net Leverage Ratio was amended to 2.00 to 1.00 for the fiscal quarter ending December 31, 2022, 1.75 to 1.00 for the fiscal quarter ending March 31, 2023, 1.60 to 1.00 for the fiscal quarter ending June 30, 2023, and 1.50 to 1.00 for the fiscal quarter ending September 30, 2023 and thereafter. The amendment also establishes minimum cash flow covenants, as defined, for the fiscal quarter ending December 31, 2022 of $ 20.0 million and $ 25.0 million for the fiscal year 2023 and each fiscal year thereafter. In addition, the Company also executed an amendment to its Debt Documents with PNC which modified the calculation of the Fixed Charge Coverage Ratio for the fiscal quarters ending December 31, 2022, March 31, 2023 and June 30, 2023. The calculation of the Fixed Charge Coverage ratio for the fiscal quarter ending September 30, 2023 and thereafter will revert to the original calculation as stated in the original Debt Documents. In addition, the interest rates applicable to the Reimbursement Agreement float at a rate per annum are equal to either (i) a base rate plus 9.0 % or (ii) 1 or 3-month reserve-adjusted SOFR plus 10.0 %. 87 Letters of Credit, Bank Guarantees and Surety Bonds Certain of the Company's subsidiaries, primarily outside of the United States, have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity. The aggregate value of all such letters of credit and bank guarantees outside of the Letter of Credit Agreement as of December 31, 2022 was $ 60.3 million. The aggregate value of the outstanding letters of credit provided under the Letter of Credit Agreement backstopping letters of credit or bank guarantees was $ 37.8 million as of December 31, 2022. Of the outstanding letters of credit issued under the Letter of Credit Agreement, $ 67.5 million are subject to foreign currency revaluation. The Company has also posted surety bonds to support contractual obligations to customers relating to certain contracts. The Company utilizes bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. These bonds generally indemnify customers should the Company fail to perform its obligations under the applicable contracts. The Company, and certain of its subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue in support of some of its contracting activity. As of December 31, 2022, bonds issued and outstanding under these arrangements in support of contracts totaled approximately $ 320.6 million. The aggregate value of the letters of credit backstopping surety bonds was $ 14.1 million. The Company's ability to obtain and maintain sufficient capacity under its new Debt Facilities is essential to enable it to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, the Company's ability to support contract security requirements in the future will be diminished. Other Indebtedness - Loans Payable As of December 31, 2022, the Company's Denmark subsidiary has an unsecured interest-free loan of $ 0.8 million under a local government loan program related to COVID-19 that is payable May 2023. In addition, the Company had a $ 2.9 million loan payable related to financed insurance premiums payable April 2023 which is included in Current loans payable in the Company's Consolidated Balance Sheets. B&W Solar has loans, primarily for vehicles and equipment, totaling $ 0.5 million at December 31, 2022. In addition, as disclosed within Note 10, the Company had approximately $ 13.3 million in Long Term Loans Payable which is net of debt issuance costs of $ 0.6 million, of which $ 0.6 million is classified as current, in finance liabilities as of December 31, 2022 in connection with their Sale-Leaseback financing transactions. These loans are included in Notes payable and Long-term loans payables in the Company's Consolidated Balance Sheets. NOTE 17 – PREFERRED STOCK In May 2021, the Company completed a public offering of our 7.75 % Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock") pursuant to an underwriting agreement (the “Underwriting Agreement”) between the Company and B. Riley Securities, Inc.. At the closing, the Company issued to the public 4,444,700 shares of its Preferred Stock, at an offering price of $ 25.00 per share for net proceeds of approximately $ 106.4 million after deducting underwriting discounts, commissions but before expenses. The Preferred Stock has a par value of $ 0.01 per share and is perpetual and has no maturity date. The Preferred Stock has a cumulative cash dividend, when and as if declared by the Company's Board of Directors, at a rate of 7.75 % per year on the liquidation preference amount of $ 25.00 per share and payable quarterly in arrears. On June 1, 2021, the Company and B. Riley, a related party, entered into an agreement (the “Exchange Agreement”) pursuant to which the Company (i) issued B. Riley 2,916,880 shares of its Preferred Stock, representing an exchange price of $ 25.00 per share and paid $ 0.4 million in cash, and (ii) paid $ 0.9 million in cash to B. Riley for accrued interest due, in exchange for a deemed prepayment of $ 73.3 million of our then existing term loans with B. Riley under the Company’s prior A&R Credit Agreement. On July 7, 2021, the Company entered into a sales agreement with B. Riley Securities, Inc., a related party, in connection with the offer and to or through B. Riley Securities, Inc., from time to time, additional shares of Preferred Stock up to an aggregate amount of $ 76.0 million of Preferred Stock. The Preferred Stock will have the same terms and have the same CUSIP number and be fungible with, the Preferred Stock issued during May 2021. As of December 31, 2022, the Company sold $ 7.7 million aggregate principal amount of Preferred Stock for $ 7.7 million net proceeds. 88 The Preferred Stock ranks, as to dividend rights and rights as to the distribution of assets upon the Company's liquidation, dissolution or winding-up: (1) senior to all classes or series of the Company's common stock and to all other capital stock issued by the Company expressly designated as ranking junior to the Preferred Stock; (2) on parity with any future class or series of the Company's capital stock expressly designated as ranking on parity with the Preferred Stock; (3) junior to any future class or series of the Company's capital stock expressly designated as ranking senior to the Preferred Stock; and (4) junior to all of the Company's existing and future indebtedness. The Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. The Company will pay cumulative cash dividends on the Preferred Stock when, as and if declared by its Board of Directors, only out of funds legally available for payment of dividends. Dividends on the Preferred Stock will accrue on the stated amount of $ 25.00 per share of the Preferred Stock at a rate per annum equal to 7.75 % (equivalent to $ 1.9375 per year), payable quarterly in arrears. Dividends on the Preferred Stock declared by the Company's Board of Directors will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. During 2022 and 2021, the Company's Board of Directors approved and paid dividends totaling $ 14.9 million and $ 9.1 million, respectively. There are no cumulative undeclared dividends of the Preferred Stock at December 31, 2022 and 2021. NOTE 18 – COMMON STOCK On February 12, 2021, the Company completed a public offering of its common stock pursuant to an underwriting agreement dated February 9, 2021, between the Company and B. Riley Securities, Inc., as representative of the several underwriters. At the closing, the Company issued to the public 29,487,180 shares of our common stock and received net proceeds of approximately $ 163.0 million after deducting underwriting discounts and commissions, but before expenses. The net proceeds of the offering were used to make a prepayment toward the balance outstanding under the Company's U.S. Revolving Credit Facility and to permanently reduce the commitments under our senior secured credit facilities. On May 19, 2022, at the 2022 annual meeting of stockholders of the Company, the stockholders of the Company, upon the recommendation of the Company’s Board of Directors, approved an amendment to the Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan. The Plan Amendment became effective upon such stockholder approval. The Plan Amendment increased the total number of shares of the Company’s common stock authorized for award grants under the 2021 Plan from 1,250,000 shares to 5,250,000 shares. The 2021 Plan replaced the Company’s Amended and Restated 2015 Long-Term Incentive Plan. In addition to the 5,250,000 shares available for award grant purposes under the 2021 Plan as described above, any shares of Company common stock underlying any outstanding award granted under the 2015 Plan that, following May 20, 2021, expires, or is terminated, surrendered, or forfeited for any reason without issuance of such shares shall also be available for the grant of new awards under the 2021 Plan. 89 NOTE 19 – INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION Interest expense in the Company's Consolidated Financial Statements consisted of the following components: Year ended December 31, (in thousands) 2022 2021 2020 Components associated with borrowings from: Senior notes $ 24,962 $ 13,273 $ — Last Out Term Loans - cash interest — 4,349 6,140 Last Out Term Loans - equitized interest — — 13,450 U.S. Revolving Credit Facility — 1,416 13,988 24,962 19,038 33,578 Components associated with amortization or accretion of: Revolving Credit Agreement 4,400 2,735 — Senior notes 2,612 2,510 — Last Out Term Loans - discount and financing fees — — 3,183 U.S. Revolving Credit Facility - deferred financing fees and commitment fees — 5,995 14,811 U.S. Revolving Credit Facility - deferred ticking fee for Amendment 16 — — 1,660 7,012 11,240 19,654 Components associated with interest from: Lease liabilities 2,372 2,502 2,452 Other interest expense 10,637 6,613 4,112 13,009 9,115 6,564 Total interest expense $ 44,983 $ 39,393 $ 59,796 The following table provides a reconciliation of cash and cash equivalents and current and long-term restricted cash reporting within the Company's Consolidated Balance Sheets and in the Consolidated Statements of Cash Flows: (in thousands) December 31, 2022 December 31, 2021 December 31, 2020 Held by foreign entities $ 46,640 $ 42,070 $ 38,726 Held by U.S. entities 30,088 182,804 18,612 Cash and cash equivalents 76,728 224,874 57,338 Reinsurance reserve requirements 447 443 4,551 Restricted foreign accounts — — 2,869 Project indemnity collateral (1) 5,723 Bank guarantee collateral 2,072 997 2,665 Letters of credit collateral (2) 11,193 401 — Hold-back for acquisition purchase price (3) 5,900 — — Escrow for long-term project (4) 11,397 — — Restricted cash and cash equivalents 36,732 1,841 10,085 Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 113,460 $ 226,715 $ 67,423 (1) The Company paid an additional $ 5.7 million in January , 2022 for project indemnity collateral which is reflected in Current restricted cash on the Company's Consolidated Balance Sheets. The remainder of the letters of credit are reflected within Restricted cash and cash equivalents. 90 (2) The Company paid an additional $ 10.0 million in December, 2022 for letter of credit collateral which is reflected in Long-term restricted cash on the Company's Consolidated Balance Sheets. The remainder of the letters of credit are reflected within Restricted cash and cash equivalents. (3) The purchase price for Fossil Power Systems ("FPS") was $ 59.2 million, including a hold-back of $ 5.9 million which is included in Current restricted cash and cash equivalents and Other accrued liabilities on the Company's Condensed Consolidated Balance Shee ts. The hold-back is being held in escrow for potential payment of up to the maximum amount twelve months from the February 1, 2022 date of acquisition if the conditions are met. (4) On December 15, 2021, the Company entered into an agreement to place $ 11.4 million in an escrow account as security to ensure project performance. On April 30, 2023, $ 2.5 million of the total amount held in escrow will be reclassified from Long-Term restricted cash to Current restricted cash in anticipation of the initial payment on April 20, 2024. The remaining amount of $ 8.9 million will be reclassified from Long-term restricted cash to Current restricted cash on September 30, 2024, with a scheduled final settlement on September 30, 2025. The following cash activity is presented as a supplement to the Company's Consolidated Statements of Cash Flows and is included in Net cash used in activities: Year ended December 31, (in thousands) 2022 2021 2020 Income tax payments, net $ 7,950 $ 4,991 $ 6,960 Interest payments - 8.125 % Senior Notes due 2026 15,365 10,451 — Interest payments - 6.50 % Senior Notes due 2026 10,308 — — Interest payments on our U.S. Revolving Credit Facility — 5,979 11,675 Interest payments on our Last Out Term Loans — 3,804 6,140 Total cash paid for interest $ 25,673 $ 20,234 $ 17,815 NOTE 20– STOCK-BASED COMPENSATION Stock options There were no stock options awarded in 2022. The following table summarizes activity for outstanding stock options for the year ended December 31, 2022: (share data in thousands) Number of shares Weighted-average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of period 288 $ 121.59 Granted — — Exercised — — Cancelled/expired/forfeited ( 1 ) 41.70 Outstanding at end of period 287 $ 121.70 3.34 $ 103.0 Exercisable at end of period 287 $ 121.70 3.34 $ 103.0 The aggregate intrinsic value included in the table above represents the total pretax intrinsic value that would have been received by the option holders had all option holders exercised their options on December 31, 2022 . The intrinsic value is calculated as the total number of option shares multiplied by the difference between the closing price of the Company's common stock on the last trading day of the period and the exercise price of the options. This amount changes based on the price of the Company's common stock. 91 Restricted stock units Non-vested restricted stock units activity for the year ended December 31, 2022 was as follows: (share data in thousands) Number of shares Weighted-average grant date fair value Non-vested at beginning of period 1,804 $ 5.79 Granted 1,248 7.71 Vested ( 1,027 ) 7.74 Cancelled/forfeited ( 131 ) 5.94 Non-vested at end of period 1,894 $ 7.15 As of December 31, 2022 , total compensation expense not yet recognized related to non-vested restricted stock units was $ 10.3 million and the weighted-average period in which the expense is expected to be recognized is 2.75 years. Restricted stock units with Market Conditions In July 2022, the Company granted market-based RSUs to certain members of management. The target number of market-based RSUs granted was 960 . The RSUs will vest if the Company's closing stock price, on the New York Stock Exchange (NYSE), is equal to or higher than the Stock Price Goal of $ 12.00 per share during the performance period, which expires on the 5th anniversary of the Grant Date. The $ 6.70 grant date fair value per market-based RSU was determined using a Monte Carlo simulation approach. Compensation expense for awards with market conditions is recognized over the derived service period using cost of equity as the drift rate in the simulation for estimating the dividend service period and is not reversed if the market condition is not met. The Company used the following assumptions to determine the fair value of the restricted stock units with market conditions as of December 31, 2022: Year ended December 31, 2022 Risk free interest rate 2.7 % Volatility 59.0 % Cost of equity 17.4 % Performance period 5 years Derived service period 0.78 years Restricted stock units with market conditions activity for the year ended December 31, 2022 was as follows: (share data in thousands) Number of shares Weighted-average grant date fair value Non-vested at beginning of period — $ — Granted 960 6.70 Exercised ( 75 ) Cancelled/forfeited ( 25 ) — Non-vested at end of period 860 $ 6.70 As of December 31, 2022, the total unrecognized compensation charge related to these RSU’s is approximately $ 2.5 million, which is expected to be recognized in fiscal 2023. Stock Appreciation Rights In December 2018, the Company granted stock appreciation rights to certain employees (“Employee SARs”) and to a non-employee related party, BRPI Executive Consulting, LLC (“Non-employee SARs”). The Employee SARs and Non-employee 92 SARs both expire ten years after the grant date and primarily vest 100 % upon completion after the required years of service. Upon vesting, the Employee SARs and Non-employee SARs may be exercised within 10 business days following the end of any calendar quarter during which the volume weighted average share price is greater than the share price goal. Upon exercise of the SARs, holders receive a cash-settled payment equal to the number of SARs that are being exercised multiplied by the difference between the stock price on the date of exercise minus the SARs base price. Employee SARs were issued under the Fourth Amended and Restated 2015 LTIP, and Non-employee SARs were issued under a Non-employee SARs agreement. The liability method was used to recognize the accrued compensation expense with cumulatively adjusted revaluations to the then current fair value at each reporting date through final settlement. The Company used the following assumptions to determine the fair value of the SARs granted to employees and non-employee as of December 31, 2022 and 2021: Year ended December 31, 2022 2021 Risk-free interest rate 4.00 % 1.44 % Expected volatility 59 % 53 % Expected life in years 5.65 6.49 Suboptimal exercise factor 2.0 x 2.0 x In making these assumptions, the Company based estimated volatility on the historical returns of the Company's stock price and selected guideline companies. The Company based risk-free rates on the corresponding U.S. Treasury spot rates for the expected duration at the date of grant, which we convert to a continuously compounded rate. The Company relied upon a suboptimal exercise factor, representing the ratio of the base price to the stock price at the time of exercise, to account for potential early exercise prior to the expiration of the contractual term. With consideration to the executive level of the SARs holders, a suboptimal exercise multiple of 2.0 x was selected. Subject to vesting conditions, should the stock price achieve a value of 2.0 x above the base price, we assume the holders will exercise prior to the expiration of the contractual term of the SARs. The expected term for the SARs is an output of the Company's valuation model in estimating the time period that the SARs are expected to remain unexercised. The Company's valuation model assumes the holders will exercise their SARs prior to the expiration of the contractual term of the SARs. As of December 31, 2022 , the SARS are fully vested and their total intrinsic value is $ 4.8 million. NOTE 21 – PROVISION FOR INCOME TAXES Income (loss) before income taxes includes the following: Year ended December 31, (in thousands) 2022 2021 2020 United States $ ( 6,563 ) $ 30,655 $ ( 65,591 ) Other than the United States ( 8,958 ) ( 1,341 ) 61,673 (Loss) income before income tax expense $ ( 15,521 ) $ 29,314 $ ( 3,918 ) 93 Significant components of the provision for income taxes are as follows: Year ended December 31, (in thousands) 2022 2021 2020 Current: Federal (1) 740 $ 1,760 $ ( 21 ) State 166 ( 141 ) 246 Foreign 5,566 4,649 3,737 Total current provision 6,472 6,268 3,962 Deferred: Federal (2) 164 ( 103 ) 1,084 State (3) (4) 5,629 ( 8,772 ) — Foreign ( 1,202 ) 383 3,133 Total deferred provision 4,591 ( 8,492 ) 4,217 Provision for income taxes $ 11,063 $ ( 2,224 ) $ 8,179 (1) The 2020 amount reflects a benefit of $ 0.6 million offsetting tax expense of $ 0.6 million in discontinued operations pursuant to the guidance in paragraph 740-20-45-7 that requires all components, including discontinued operations, be considered when determining the tax benefit from a loss from continuing operations. The 2021 amount reflects estimated withholding taxes on the divestiture of Diamond Power Machine (Hubei) Co. (2) The 2020 amount reflects $ 1.1 million of deferred tax expense as a result of the change in indefinite reinvestment assertion related to certain foreign subsidiaries. (3) The 2021 amount reflects a $ 8.7 million of deferred tax benefit primarily attributable to a reduction in the valuation allowance on net operating losses and temporary deductible benefits in certain states that are now expected to be recovered. (4) The 2022 amount is primarily attributable to deferred tax expense associated with nontaxable mark-to-market pension gains in certain states where temporary deductible benefits are expected to be recovered, changes in enacted statutory income tax rates, and changes in apportionment relating to project mix. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income (loss) before the provision (benefit) for income taxes. The sources and tax effects of the differences are as follows: Year ended December 31, (in thousands) 2022 2021 2020 Income tax benefit at federal statutory rate $ ( 3,259 ) $ 6,156 $ ( 823 ) State and local income taxes 985 1,054 346 Foreign rate differential 313 132 2,422 Intra-entity debt restructuring (1) — — 2,908 Deferred taxes - change in tax rate 1,217 ( 564 ) 8,512 Non-deductible (non-taxable) items 330 ( 122 ) 1,963 Tax credits 185 ( 34 ) ( 2,939 ) Valuation allowances 14,131 ( 13,136 ) ( 17,498 ) Luxembourg impairment of investments — — ( 30,603 ) Effect of DPMH sale — ( 1,090 ) — Expired credits 1,691 — — Unrecognized tax benefits 10 150 37,387 Withholding taxes 1,382 3,881 1,416 Change in indefinite reinvestment assertion 163 ( 15 ) 1,084 Disallowed interest deductions — 1,010 11,155 Return to provision and prior year true-up ( 7,544 ) 556 ( 7,855 ) Other ( 58 ) ( 202 ) 704 Babcock & Wilcox Solar goodwill impairment 1,517 — — Income tax expense (benefit) $ 11,063 $ ( 2,224 ) $ 8,179 (1) The 2020 amount reflects a restructuring of intercompany debt that resulted in the reduction of certain foreign net operating loss carryforwards. 94 Deferred income taxes reflect the tax effects of differences between the financial and tax bases of assets and liabilities. Significant components of deferred tax assets and liabilities are as follows: Year ended December 31, (in thousands) 2022 2021 Deferred tax assets: Pension liability $ 28,644 $ 41,520 Other accruals 8,596 10,683 Long-term contracts 1,246 — Net operating loss carryforward 405,640 401,750 State net operating loss carry forward 20,668 23,705 Interest limitation carryforward 49,871 41,104 Foreign tax credit carryforward 3,608 5,381 Other tax credits 3,477 5,336 Lease liability 14,596 15,455 Capitalized R&D 845 — Other 7,401 4,810 Total deferred tax assets $ 544,592 $ 549,744 Valuation allowance for deferred tax assets ( 521,137 ) ( 512,803 ) Total deferred tax assets, net $ 23,455 $ 36,941 Deferred tax liabilities: Property, plant and equipment $ 268 $ 1,653 Right of use assets 13,421 14,574 Long-term contracts — 7,045 Unremitted earnings 1,232 1,069 Intangibles 18,588 13,999 Total deferred tax liabilities 33,509 38,340 Net deferred tax liabilities $ ( 10,054 ) $ ( 1,399 ) At December 31, 2022, the Company has foreign net operating loss ("NOL") carryforward deferred tax assets ("DTAs") of approximately $ 356.8 million available to offset future taxable income in certain foreign jurisdictions. Of these foreign NOL carryforwards, $ 184.5 million do not expire. The remaining foreign NOLs will expire between 2023 and 2039. As December 31, 2022, the Company has U.S. federal NOL carryforward DTAs of approximately $ 48.9 million. Of this amount, $ 20.0 million will expire in 2036 and 2037. The remaining amount of U.S. NOL carryforward does not expire. A portion of the net operating loss carryforward is limited under Code Section 382. Approximately $ 24.7 million of our U.S. federal NOL carryforward is not subject to the Code Section 382 limitation. At December 31, 2022, the Company has state NOL carryforward DTAs of $ 20.7 million available to offset future taxable income in various jurisdictions. Of this amount, $ 20.3 million will expire between 2023 and 2042. At December 31, 2022, the Company has foreign tax credit carryforwards of $ 3.6 million. These carryforwards will expire between 2023 and 2026. At December 31, 2022, the Company has valuation allowances of $ 521.1 million for deferred tax assets, which we expect will not be realized, through carry-backs, reversals of existing taxable temporary differences, estimates of future taxable income or tax-planning strategies. Deferred tax assets are evaluated for realizability under ASC 740, considering all positive and negative evidence. At December 31, 2022, our weighting of positive and negative evidence included an assessment of 95 historical income by jurisdiction adjusted for nonrecurring items, as well as an evaluation of other qualitative factors such as the length and magnitude of pretax losses. The valuation allowances may be reversed in the future if sufficient positive evidence exists. Any reversal of our valuation allowance could be material to the income or loss for the period in which our assessment changes. The net change during the year in the total valuation allowance is as follows: Year ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ ( 512,803 ) $ ( 536,251 ) Charges to costs and expenses ( 14,131 ) 13,136 Charges to other accounts 5,797 10,312 Balance at end of period $ ( 521,137 ) $ ( 512,803 ) Sections 382 and 383 of the Code limits, for U.S. federal income tax purposes, the annual use of NOL carryforwards (including previously disallowed interest carryforwards) and tax credit carryforwards, respectively, following an ownership change. Under Code Section 382, a company has undergone an ownership change if shareholders owning at least 5% of the company have increased their collective holdings by more than 50% during the prior three-year period. Based on information that is publicly available, the Company determined that a Section 382 ownership change occurred on July 23, 2019. As a result of this change in ownership, the Company estimated that the future utilization of our federal NOLs (and certain credits and previously disallowed interest deductions) will become limited to approximately $ 1.2 million annually ($ 0.3 million tax effected) The Company maintains a full valuation allowance on the majority of its U.S. deferred tax assets, including the deferred tax assets associated with the federal NOLs, credits and disallowed interest carryforwards. Undistributed earnings of certain foreign subsidiaries amounted to approximately $ 180.4 million. The Company no longer intends to assert indefinite reinvestment with respect to withholding taxes of $ 1.2 million that could be assessed on the repatriation of $ 12.4 million in undistributed earnings. The Company continues to assert indefinite reinvestment in the remaining $ 168.0 million of existing earnings that are not expected to be distributed in the future. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to withholding taxes payable to various foreign countries. The Company expects to take the 100% dividends received deduction to offset any US federal taxable income on the undistributed earnings. Withholding taxes of approximately $ 2.1 million would be payable upon remittance of these previously unremitted earnings. We recognize the benefit of a tax position when we conclude that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. A recognized tax benefit is measured as the largest amount of benefit, on a cumulative probability basis, which is more likely-than-not to be realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Below is a tabular rollforward of the beginning and ending aggregate unrecognized tax benefits: Year ended December 31, (in thousands) 2022 2021 2020 Balance at beginning of period $ 36,448 $ 39,013 $ 1,229 Increases based on tax positions taken in the current year — — 37,900 Increases based on tax positions taken in prior years 1,829 242 — Decreases based on tax positions taken in prior years — — ( 29 ) Decreases due to settlements with tax authorities — — — Decreases due to lapse of applicable statute of limitation — — ( 87 ) CTA/Translation ( 2,052 ) ( 2,807 ) — Balance at end of period $ 36,225 $ 36,448 $ 39,013 Unrecognized tax benefits of $ 3.0 million would, if recognized, impact the effective tax rate. The remaining balance of unrecognized tax benefits relates to deferred tax assets that, if recognized, would require a full valuation allowance. It is not expected that the amount of unrecognized tax benefits will change significantly during the next 12 months. We recognize 96 interest and penalties related to unrecognized tax benefits in our provision for income taxes; however, such amounts are not significant to any period presented. Tax years 2015 through 2021 remain open to assessment by the United States Internal Revenue Service and various state and international tax authorities. We do not have any returns under examination for years prior to 2014. The Inflation Reduction Act ("IRA") and CHIPS and Science Act ("CHIPS Act") were signed into law in August 2022. The IRA introduced new provisions, including a 15 percent corporate alternative minimum tax for certain large corporations that have at least an average of $1 billion adjusted financial statement income over a consecutive three-tax-year period and a new excise tax on corporate stock buybacks of public US companies. The CHIPS Act, introduces investment tax credits and incentives in semiconductor manufacturing. The corporate minimum tax and excise tax on stock buybacks will be effective for years beginning after December 31, 202 2. There is no impact to our financial position at this time. NOTE 22 – CONTINGENCIES Litigation Relating to Boiler Installation and Supply Contract On December 27, 2019, a complaint was filed against Babcock & Wilcox by P.H. Glatfelter Company (“Glatfelter”) in the United States District Court for the Middle District of Pennsylvania, Case No. 1:19-cv-02215-JPW, alleging claims of breach of contract, fraud, negligent misrepresentation, promissory estoppel and unjust enrichment (the “Glatfelter Litigation”). The complaint alleges damages in excess of $ 58.9 million. On March 16, 2020 the Company filed a motion to dismiss, and on December 14, 2020 the court issued its order dismissing the fraud and negligent misrepresentation claims and finding that, in the event that parties’ contract is found to be valid, Plaintiffs’ claims for damages will be subject to the contractual cap on liability (defined as the $ 11.7 million purchase price subject to certain adjustments). On January 11, 2021, the Company filed its answer and a counterclaim for breach of contract, seeking damages in excess of $ 2.9 million. The Company intends to continue to vigorously litigate the action. However, given the stage of the litigation, it is too early to determine if the outcome of the Glatfelter Litigation will have a material adverse impact on The Company's consolidated financial condition, results of operations or cash flows. Stockholder Derivative and Class Action Litigation On April 14, 2020, a putative B&W stockholder (the “Plaintiff”) filed a derivative and class action complaint against certain of the Company’s directors (current and former), executives and significant stockholders (collectively, “the Defendants”) and the Company (as a nominal defendant). The action was filed in the Delaware Court of Chancery (“the Court”) and is captioned Parker v. Avril, et al., C.A. No. 2020-0280-PAF (the “Stockholder Litigation”). Plaintiff alleges that Defendants, among other things, did not properly discharge their fiduciary duties in connection with the 2019 rights offering and related transactions. On June 10, 2022, after pursuing private mediation, the parties to the Stockholder Litigation reached a settlement agreement in principle to resolve the Stockholder Litigation. That settlement agreement includes (i) certain corporate governance changes that the Company is willing to implement in the future, (ii) a total payment of $ 9.5 million, and (iii) other customary terms and conditions. All attorney’s fees, administration costs, and expenses associated with the settlement of this matter will be deducted from the total payment amount, other than the cost of notice, which will be borne by the Company. Of the total settlement amount, the Company will pay $ 4.75 million on behalf of B. Riley Financial, Inc. and Vintage Capital Management, LLC pursuant to existing contractual indemnification obligations to settle Plaintiff’s direct claims asserted against these entities. This $ 4.75 million, after the deduction of attorney’s fees and the customary settlement costs and expenses described above, will be paid to shareholders of the Company, excluding any Defendant in the Stockholder Litigation. The remaining $ 4.75 million of the total settlement amount, after the deduction of attorney’s fees and the customary settlement costs and expenses described above, will be paid to the Company from insurance proceeds and the contribution of certain other parties to the Stockholder Litigation to settle the derivative claims asserted by Plaintiff on behalf of the Company. The proposed settlement would resolve all claims that have been, could have been, could now be, or in the future could, can, or might be asserted in the Stockholder Litigation. The settlement of this matter remains subject to court approval and the amount to be paid by the Company is fully accrued and reflected in Other accrued liabilities on the Company's Consolidated Balance Sheets at December 31, 2022. The Court has scheduled a hearing on July 10, 2023 to consider final approval of the settlement. 97 Russian Invasion of Ukraine The Company does not currently have contracts directly with Russian entities or businesses and it currently does not conduct business in Russia directly. It is believed that the Company’s only involvement with Russia or Russian entities, involves sales of its products with a trade receivable in the amount of approximately $ 3.1 million by a wholly-owned Italian subsidiary of the Company to non-Russian counterparties who may resell the Company's products to Russian entities or perform services in Russia using its products. The Company has implemented a restricted party screening process completed by a third party to monitor compliance with trade restrictions. The economic sanctions and export-control measures and the ongoing invasion of Ukraine could impact the Company's subsidiary’s rights and responsibilities under the contracts and could result in potential losses to the Company. Other Due to the nature of B&W's business, the Company is, from time to time, involved in routine litigation or subject to disputes or claims related to its business activities, including, among other things: performance or warranty-related matters under the Company's customer and supplier contracts and other business arrangements; and workers' compensation, premises liability and other claims. Based on prior experience, the Company does not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows. NOTE 23 – COMPREHENSIVE INCOME Gains and losses deferred in accumulated other comprehensive income (loss) ("AOCI") are generally reclassified and recognized in the Consolidated Statements of Operations once they are realized. The changes in the components of AOCI, net of tax, for the years ended of 2022, 2021, and 2020 were as follows: (in thousands) Currency translation loss 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 ( 53,318 ) — ( 53,318 ) Reclassified from AOCI to net income (loss) — ( 998 ) ( 998 ) Net other comprehensive (loss) income ( 53,318 ) ( 998 ) ( 54,316 ) Balance at December 31, 2020 $ ( 47,575 ) $ ( 4,815 ) $ ( 52,390 ) Other comprehensive loss before reclassifications ( 3,412 ) 676 ( 2,736 ) Reclassified from AOCI to net income (loss) ( 4,512 ) 816 ( 3,696 ) Net other comprehensive (loss) income ( 7,924 ) 1,492 ( 6,432 ) Balance at December 31, 2021 $ ( 55,499 ) $ ( 3,323 ) $ ( 58,822 ) Other comprehensive income (loss) before reclassifications ( 14,834 ) — ( 14,834 ) Reclassified from AOCI to net income (loss) — 870 870 Net other comprehensive income (loss) ( 14,834 ) 870 ( 13,964 ) Balance at December 31, 2022 $ ( 70,333 ) $ ( 2,453 ) $ ( 72,786 ) 98 The amounts reclassified out of AOCI by component and the affected Consolidated Statements of Operations line items are as follows (in thousands): AOCI component Line items in the Consolidated Statements of Operations affected by reclassifications from AOCI Year ended December 31, 2022 2021 2020 Release of currency translation adjustment with the sale of business Loss on sale of business $ — $ 4,512 $ — Pension and post retirement adjustments, net of tax Benefit plans, net ( 870 ) ( 816 ) 998 Net (loss) income $ ( 870 ) $ 3,696 $ 998 NOTE 24 – FAIR VALUE MEASUREMENTS The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by the FASB Topic, Fair Value Measurements and Disclosures ). (in thousands) Available-for-sale securities December 31, 2022 Level 1 Level 2 Corporate notes and bonds $ 4,154 $ 4,154 $ — Mutual funds 612 — 612 United States Government and agency securities 4,023 4,023 — Total fair value of available-for-sale securities $ 8,789 $ 8,177 $ 612 (in thousands) Available-for-sale securities December 31, 2021 Level 1 Level 2 Corporate notes and bonds $ 9,477 $ 9,477 $ — Mutual funds 714 — 714 United States Government and agency securities 2,017 2,017 — Total fair value of available-for-sale securities $ 12,208 $ 11,494 $ 714 Available-For-Sale Debt Securities Our investments in available-for-sale debt securities are presented in Other assets on our Consolidated Balance Sheets with contractual maturities ranging from 0 - 5 years. Senior Notes See Note 14 above for a discussion of our recent offerings of senior notes. The fair value of the senior notes is based on readily available quoted market prices as of December 31, 2022. (in thousands) December 31, 2022 Senior Notes Carrying Value Estimated Fair Value 8.125 % Senior Notes due 2026 ('"BWSN") $ 193,026 $ 185,923 6.50 % Senior Notes due 2026 ("BWNB") $ 151,440 $ 125,029 99 Other Financial Instruments We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments: • Cash and cash equivalents and current and long-term restricted cash and cash equivalents . The carrying amounts that we have reported in the accompanying Consolidated Balance Sheets for cash and cash equivalents and current and long-term restricted cash and cash equivalents approximate their fair values due to their highly liquid nature. • Revolving Debt . The Company bases the fair values of debt instruments on quoted market prices. Where quoted prices are not available, the Company bases 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 the Company's Revolving Debt approximated its carrying value at December 31, 2022. • Warrants. The fair value of the warrants was established using the Black-Scholes option pricing model value approach. • Contingent consideration: In connection with the Babcock & Wilcox Solar, the Company agreed to pay contingent consideration based on the achievement of targeted revenue thresholds for the year ended December 31, 2022. The range of undiscounted amounts the Company could be required to pay under the contingent consideration arrangement is between $ 0.0 million and $ 10.0 million. The Company used the Monte Carlo simulation method to calculate the value of the contingent consideration and it was determined that the value of the liability should be zero as of December 31, 2022. As such, the Company removed $ 9.6 million from Other current liabilities in the Company's Consolidated Balance Sheets and recorded a reduction of Selling, General and Administrative expense of $ 9.6 million on the Company's Consolidated Statements of Operations. The fair value measurement of the contingent consideration related to the Babcock & Wilcox Solar acquisition was categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the markets. The Company evaluates the fair value of contingent consideration and the corresponding liability each reporting period using an option pricing framework. The Company estimates projections during the earn-out period and volatility within the option pricing model captures variability in the potential pay-out. The analysis considers a discount rate applicable to the underlying projections and the risk of the Company paying the future liability. NOTE 25 – RELATED PARTY TRANSACTIONS The Company believes its transactions with related parties were conducted on terms equivalent to those prevailing in an arm's length transaction. Transactions with B. Riley Based on its Schedule 13D filings with the SEC, B. Riley beneficially owns 30.8 % of our outstanding common stock as of December 31, 2022. B. Riley currently has the right to nominate one member of the Company’s board of directors pursuant to the investor rights agreement the Company entered into with B. Riley on April 30, 2019. The investor rights agreement also provides pre-emptive rights to B. Riley with respect to certain future issuances of the Company’s equity securities. The services of the Company’s Chief Executive Officer are provided by B. Riley pursuant to a consulting agreement with BRPI Executive Consulting, LLC, an affiliate of B. Riley, which was entered on November 19, 2018 and amended on November 9, 2020. The agreement provides for Mr. Kenny Young to serve as the Company’s Chief Executive Officer until December 31, 2023, unless terminated by either party with thirty days written notice. Under this agreement, payments are $ 0.75 million per annum, paid monthly. Subject to the achievement of certain performance objectives as determined by the Compensation Committee of the Board, a bonus or bonuses may also be earned and payable to BRPI Executive Consulting, LLC. 100 B. Riley was a party to the Last Out Term Loans under our prior A&R Credit Agreement, as described in Note 15. Total fees associated with B. Riley related to the Last Out Term Loans and services of Mr. Kenny Young, both as described above, were $ 2.0 million, $ 0.8 million and $ 7.4 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively. On November 13, 2020 the Company entered into an agreement with B. Riley Principal Merger Corp. II, an affiliate of B. Riley, to purchase 200,000 shares of Class A common stock of Eos Energy Storage LLC for an aggregate purchase price of $ 2.0 million. The shares were sold in January 2021 for which the Company recognized net proceeds of $ 4.5 million. The public offering of the Company's 8.125 % Senior Notes in February 2021, as described in Note 14, was conducted pursuant to an underwriting agreement dated February 10, 2021, between the Company and B. Riley Securities, Inc., an affiliate of B. Riley, as representative of several underwriters. At the closing date on February 12, 2021, the Company paid B. Riley Securities, Inc. $ 5.2 million for underwriting fees and other transaction cost related to the 8.125 % Senior Notes offering. The public offering of our common stock, as described in Note 18, was conducted pursuant to an underwriting agreement dated February 9, 2021, between the Company and B. Riley Securities, Inc., as representative of the several underwriters. Also on February 12, 2021, the Company paid B. Riley Securities, Inc. $ 9.5 million for underwriting fees and other transaction costs related to the offering. On February 12, 2021, the Company and B. Riley entered into the Exchange Agreement pursuant to which we agreed to issue to B. Riley $ 35.0 million aggregate principal amount of 8.125 % Senior Notes in exchange for a deemed prepayment of $ 35.0 million of our existing Tranche A term loan with B. Riley Financial in the Exchange , as described in Note 14 . On March 31, 2021, the Company entered into a sales agreement with B. Riley Securities, Inc., a related party, in which it may sell, from time to time, up to an aggregated principal amount of $ 150.0 million of 8.125 % Senior N otes due 2026 to or through B. Riley Securities, Inc., as described in Note 14 . As of December 31, 2022, we paid B. Riley Securities, In c. $ 0.5 million for underwriting fees and other transaction costs related to the offering. The public offering of our 7.75 % Series A Cumulative Perpetual Preferred Stock, as described in Note 17, was conducted pursuant to an underwriting agreement dated May 4, 2021, between the Company and B. Riley Securities, Inc., as representative of several underwriters. At the closing date on May 2021, the Company paid B. Riley Securities, Inc. $ 4.3 million for underwriting fees and other transaction cost related to the Preferred Stock offering. On May 26, 2021, the Company completed the additional sale of 444,700 shares of our Preferred Stock, related to the grant to the underwriters, as described i n Note 17, and paid B. Riley Securities, Inc. $ 0.4 million for underwriting fees in conjunction with the transaction. On June 1, 2021, the Company issued 2,916,880 shares of the Company’s 7.75 % Series A Cumulative Perpetual Preferred Stock and paid $ 0.4 million in cash due to B. Riley, a related party, in exchange for a deemed prepayment of $ 73.3 million of our then existing Last Out Term Loans and paid $ 0.9 million in cash for accrued interest, as described in Note 17. On June 30, 2021, the Company entered into new Debt Facilities, as described in Note 16 . In connection with the Company’s entry into the Debt Facilities, B. Riley Financial, Inc., an affiliate of B. Riley, has provided a guaranty of payment with regard to the Company’s obligations under the Reimbursement Agreement, as describe in Note 16 . Under a fee letter with B. Riley, the Company shall pay B. Riley $ 0.9 million per annum in connection with the B. Riley Guaranty. On July 7, 2021, the Company entered into a sales agreement with B. Riley Securities, Inc., a related party, in which the Company may sell, from time to time, up to an aggregated principal amount of $ 76 million of Preferred Stock to or through B. Riley Securities, Inc., as described in Note 17 . As of December 31, 2022, the Company paid B. Riley Securities, Inc. $ 0.2 million for underwriting fees and other transaction costs related to the offering. The public offering of our 6.50 % Senior Notes in December 2021, as described in Note 14, was conducted pursuant to an underwriting agreement dated December 8, 2021, between the Company and B. Riley Securities, Inc., an affiliate of B. Riley, as representative of several underwriters. At the closing date on December 13, 2021, the Company paid B. Riley Securities, Inc. $ 5.5 million for underwriting fees and other transaction cost related to the 6.50 % Senior Notes offering. On December 17, 2021, B. Riley Financial, Inc. entered into a General Agreement of Indemnity (the "Indemnity Agreement"), between us and AXA-XL and or its affiliated associated and subsidiary companies (collectively the “Surety”). Pursuant to the terms of the Indemnity Agreement, B. Riley will indemnify the Surety for losses the Surety may incur as a 101 result of providing a payment and performance bond in an aggregate amount not to exceed € 30.0 million in connection with the Company's proposed performance on a specified project. In consideration of B. Riley's execution of the Indemnity Agreement, the Company paid B. Riley a fee of $ 1.7 million following the issuance of the bond by the Surety, which represents approximately 5.0 % of the bonded obligations, to be amortized over the term of the agreement. On December 28, 2021, the Company received a notice that the underwriters of the 6.50 % Senior Notes had elected to exercise its overallotment option for an additional $ 11.4 million in aggregate principal amount of the Senior Notes. At the closing date on December 30, 2021, the Company paid B. Riley Securities, Inc. $ 0.5 million for underwriting fees and other transaction cost related to the 6.50 % Senior Notes overallotment. On July 20, 2022, BRF Investments, LLC, an affiliate of B. Riley, a related party exercised 1,541,666.7 warrants to purchase 1,541,666 shares of the Company's common stock at a price per share of $ 0.01 pursuant to the terms of the warrant agreement between the Company and B. Riley dated July 23, 2019. On July 28, 2022, the Company participated in the sale process of Hamon Holdings Corporation ("Hamon") for which B. Riley Securities, Inc., a related party to the Company, has been engaged as Hamon’s investment banker and to serve as advisor to Hamon through a Chapter 11 363 Asset Sale of Hamon’s entire United States business or potential carve-out of any of its four main subsidiaries. The Company was the successful bidder for the assets of one of those subsidiaries, Hamon Research-Cottrell, Inc., a major provider of air pollution control technology, for approximately $ 2.9 million. NOTE 26 – ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS Acquisitions Babcock & Wilcox Solar (Formerly known as Fosler Construction Company, Inc.) On September 30, 2021, the Company acquired a 60 % controlling ownership stake in Illinois-based solar energy contractor Babcock & Wilcox Solar Energy, Inc. (“Babcock & Wilcox Solar”). Babcock & Wilcox Solar was formerly known as Fosler Construction, Company, Inc. ("Fosler") and on October 14, 2022, the Company changed the name of Fosler to Babcock & Wilcox Solar Energy, Inc ("Babcock & Wilcox Solar"). Babcock & Wilcox Solar provides commercial, industrial and utility-scale solar services and owns two community solar projects in Illinois that are being developed under the Illinois Solar for All program. Babcock & Wilcox Solar was founded in 1998 with a track record of successfully completing solar projects profitably with union labor while aligning its model with a growing number of renewable project incentives in the U.S. the Company believes Babcock & Wilcox Solar is positioned to capitalize on the high-growth solar market in the U.S. and that the acquisition aligns with B&W’s aggressive growth and expansion of the Company's clean and renewable energy businesses. Babcock & Wilcox Solar is reported as part of the Company's B&W Renewable segment, and operates under the name Babcock & Wilcox Solar, a Babcock & Wilcox company. The total fair value of consideration for the acquisition was $ 36.0 million, including $ 27.2 million in cash plus $ 8.8 million in estimated fair value of the contingent consideration arrangement. In connection with the acquisition, the Company agreed to pay contingent consideration based on the achievement of targeted revenue thresholds for the year ended December 31, 2022. The range of undiscounted amounts the Company could be required to pay under the contingent consideration arrangement was between $ 0.0 million and $ 10.0 million. The Company used the Monte Carlo simulation method to calculate the value of the contingent consideration and it was determined that the value of the liability should be zero at December 31, 2022. See Note 24 for more details. The Company estimated fair values primarily using the discounted cash flow method at September 30, 2021 for the preliminary allocation of consideration to the assets acquired and liabilities assumed during the measurement period and up to September 30, 2022 when the purchase price allocation was finalized. During the first nine months of 2022, the Company recorded an increase in goodwill of $ 14.4 million resulting from the initial recognition of $ 14.1 million of accrued liabilities and $ 0.4 million of warranty accruals as preliminary measurement period adjustments, as described in Note 5. During the year ended December 31, 2022, four additional Babcock & Wilcox Solar projects became loss contracts, as such, the Company recorded $ 13.2 million in net losses from changes in the estimated costs to complete the thirteen Babcock & Wilcox Solar loss contracts. The Company has submitted insurance claims to recover a portion of these losses as of December 31, 2022. See Note 5 for more details. 102 On September 24, 2022, the Company acquired the remaining 40 % ownership stake in Babcock & Wilcox Solar for $ 12.7 million. In addition to the transfer of the remaining ownership stake, the settlement and share transfer agreement released all parties from the aforementioned contingent consideration arrangement, as well as other claims known as of the effective date of the agreement. The Company will make payments of $ 3.0 million, $ 5.0 million, and $ 4.7 million on January 16, 2023, June 30, 2023, and January 15, 2024, respectively, for a present value of $ 12.1 million at December 31, 2022. The Company has recorded the payments due within one year in the Other accrued liabilities caption and the payment due during a period longer than one year within the Other non-current liabilities caption in the Company’s Consolidated Balance Sheet. As a result of the agreement, the Company removed the remaining non-controlling interest balance of $ 20.7 million from the Consolidated Balance Sheet and recorded an increase to Capital in Excess of Par Value for the $ 8.6 million difference. During the quarter ended September 30, 2022, the Company identified certain factors, including the acquisition of the remaining 40 % ownership stake in Babcock & Wilcox Solar., which contributed to the identification of a triggering event, requiring an interim quantitative goodwill impairment assessment and resulted in a goodwill impairment charge at Babcock & Wilcox Solar of $ 7.2 million. See Note 8 for more details. Babcock & Wilcox Renewable Service A/S On November 30, 2021, the Company acquired 100 % ownership of Babcock & Wilcox Renewable Service A/S, formerly known as VODA A/S (“VODA”) through its wholly-owned subsidiary, B&W PGG Luxembourg Finance SARL, for approximately $ 32.9 million. Babcock & Wilcox Renewable Service A/S, a Denmark- based multi-brand aftermarket parts and services provider, focusing on energy-producing incineration plants including waste-to-energy, biomass-to-energy or other fu els, providing service, engineering services, spare parts as well as general outage support and management. Babcock & Wilcox Renewable Service A/S has extensive experience in incineration technology, boiler and pressure parts, SRO, automation, and performance optimization. Babcock & Wilcox Renewable Service A/S is reported a s part of the Company's B&W Renewable segment and is included in the B&W Renewable Services product line. The Company finalized the fair values during 2022 primarily using the discounted cash flow method for the assets acquired and liabilities assumed. Fossil Power Systems On February 1, 2022, the Company acquired 100 % ownership of Fossil Power Systems, Inc. (“FPS”) for approximately $ 59.2 million. The consideration paid for FPS included a hold-back of $ 5.9 million, payable twelve months from the date of the acquisition if certain conditions of the purchase agreement are met and is recorded on the Company's Consolidated Balance Sheets in Restricted cash and cash equivalents and other accrued liabilities. FPS is a leading designer and manufacturer of hydrogen, natural gas and renewable pulp and paper combustion equipment including igniters, plant controls and safety systems based in Dartmouth, Nova Scotia, Canada and is reported as part of the Company's B&W Thermal segment. The Company estimated fair values primarily using the discounted cash flow method at February 1, 2022 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, the Company will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. Any subsequent changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. Optimus Industries On February 28, 2022, the Company acquired 100 % ownership of Optimus Industries, LLC ("Optimus Industries") for approximately $ 19.2 million. Optimus Industries designs and manufactures waste heat recovery products for use in power generation, petrochemical, and process industries, including package boilers, watertube and firetube waste heat boilers, economizers, superheaters, waste heat recovery equipment and units for sulfuric acid plants and is based in Tulsa, Oklahoma and Chanute, Kansas. Optimus Industries is reported as part of the Company's B&W Thermal segment. The Company estimated fair values primarily using the discounted cash flow method at February 28, 2022 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, the Company will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. Any subsequent changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. 103 Hamon Holdings Corporation Industries On July 28, 2022, the Company acquired certain assets of Hamon Holdings Corporation ("Hamon Holdings") through a competitive sale process, in connection with B. Riley Securities, Inc., a related party to the Company, had been engaged as Hamon Holdings’ investment banker and to serve as advisor to Hamon Holdings through a Chapter 11 363 Asset Sale of Hamon Holdings’ entire United States business or potential carve-out of any of its four main subsidiaries. B&W was the successful bidder for the assets of one of those subsidiaries, Hamon Research-Cottrell, Inc., ("Hamon") a major provider of air pollution control technology, for approximately $ 2.9 million. Purchase Price Allocations The purchase price allocation to assets acquired and liabilities assumed in the acquisitions are detailed in following tables. Specific to the Babcock & Wilcox Solar acquisition, the allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed is based on estimated fair values at September 30, 2021, and was finalized at September 30, 2022. Specific to the Babcock & Wilcox Renewable Service A/S acquisition, the allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed is based on estimated fair values at November 30, 2021, and was finalized at November 30, 2022. The following tables summarize the purchase price allocation to assets acquired and liabilities assumed: Babcock & Wilcox Solar (in thousands) Initial Allocation of Consideration Measurement Period Adjustments (3) Final Allocation Accounts receivable $ 1,904 $ 121 $ 2,025 Contracts in progress 1,363 9,433 10,796 Other current assets 1,137 ( 304 ) 833 Property, plant and equipment 9,527 ( 7,860 ) 1,667 Goodwill (1) (4) 43,230 19,447 62,677 Investment in subsidiary — 8,784 8,784 Other assets 17,497 ( 4,600 ) 12,897 Right of use assets 1,093 — 1,093 Debt ( 7,625 ) — ( 7,625 ) Current liabilities (4) ( 5,073 ) ( 15,364 ) ( 20,437 ) Advance billings on contracts ( 1,557 ) 238 ( 1,319 ) Non-current lease liabilities ( 1,730 ) — ( 1,730 ) Other non-current liabilities ( 4,112 ) ( 5,566 ) ( 9,678 ) Non-controlling interest (2)(3) ( 22,262 ) ( 1,734 ) ( 23,996 ) Net acquisition cost $ 33,392 $ 2,595 $ 35,987 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Babcock & Wilcox Solar acquisition, goodwill represents Babcock & Wilcox Solar's ability to significantly expand EPC and O&M services among new customers across the U.S. by leveraging B&W's access to capital and geographic reach. (2) The fair value of the non-controlling interest was derived based on the fair value of the 60 % controlling interest acquired by B&W. The transaction price paid by B&W reflects a Level 2 input involving an observable transaction involving an ownership interest in Babcock & Wilcox Solar. Also, as described above, a portion of the purchase consideration relates to the contingent consideration. (3) The Company's purchase price allocation changed due to additional information and further analysis. (4) The Company's goodwill and current liabilities adjustments increased $ 14.1 million, primarily due to additional accrued liabilities recognized attributable to the Babcock & Wilcox Solar projects described in Note 5. 104 Babcock & Wilcox Renewable Service A/S ( in thousands) Initial Allocation of Consideration Measurement Period Adjustments (2) Final Allocation Cash $ 4,737 $ — $ 4,737 Accounts receivable 5,654 — 5,654 Contracts in progress 258 — 258 Other current assets 825 — 825 Property, plant and equipment 253 — 253 Goodwill (1) 17,176 ( 61 ) 17,115 Other assets 14,321 — 14,321 Right of use assets 433 — 433 Current liabilities ( 5,181 ) — ( 5,181 ) Advance billings on contracts ( 2,036 ) — ( 2,036 ) Non-current lease liabilities ( 302 ) — ( 302 ) Other non-current liabilities ( 3,264 ) — ( 3,264 ) Net acquisition cost $ 32,874 $ ( 61 ) $ 32,813 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Babcock & Wilcox Renewable Service A/S acquisition, goodwill represents Babcock & Wilcox Renewable Service A/S's ability to significantly expand within the aftermarket parts and services industries by leveraging B&W's access to capital and existing platform within the renewable service market. Goodwill is not expected to be deductible for U.S federal income tax purposes. (2) The Company's preliminary purchase price allocation changed due to additional information and further analysis. Fossil Power Systems (in thousands) Initial Allocation of Consideration Measurement Period Adjustments (2) Updated Preliminary Allocation Cash $ 1,869 $ — $ 1,869 Accounts receivable 2,624 — 2,624 Contracts in progress 370 — 370 Other current assets 3,228 — 3,228 Property, plant and equipment, net 178 — 178 Goodwill (1) 35,392 270 35,662 Other assets 25,092 — 25,092 Right of use assets 1,115 — 1,115 Current liabilities ( 1,792 ) ( 18 ) ( 1,810 ) Advance billings on contracts ( 645 ) — ( 645 ) Non-current lease liabilities ( 989 ) — ( 989 ) Non-current liabilities ( 7,384 ) ( 106 ) ( 7,490 ) Net acquisition cost $ 59,058 $ 146 $ 59,204 . (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the FPS acquisition, goodwill represents FPS's ability to significantly expand services among new customers by leveraging cross-selling opportunities and recognizing general cost synergies. (2) The Company's preliminary purchase price allocation changed due to additional information and further analysis. 105 Optimus Industries (in thousands) Initial Allocation of Consideration Measurement Period Adjustments (2) Updated Preliminary Allocation Cash $ 5,338 $ — $ 5,338 Accounts receivable 5,165 — 5,165 Contracts in progress 2,598 — 2,598 Other current assets 2,115 — 2,115 Property, plant and equipment, net 2,441 5,178 7,619 Goodwill (1) 11,081 ( 7,274 ) 3,807 Other assets 12 2,319 2,331 Right of use assets 94 11 105 Current liabilities ( 4,240 ) — ( 4,240 ) Advance billings on contracts ( 3,779 ) — ( 3,779 ) non-current lease liabilities ( 2 ) — ( 2 ) Non-current liabilities ( 1,858 ) — ( 1,858 ) Net acquisition cost $ 18,965 $ 234 $ 19,199 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Optimus Industries acquisition, goodwill represents Optimus Industries ability to significantly expand future customer relationships which are not in place today and recognize general cost synergies. (2) The Company's preliminary purchase price allocation changed due to additional information and further analysis. Intangible assets are included in other assets above and consists of the following: Babcock & Wilcox Solar (1) Babcock & Wilcox Renewable Service A/S (1) (in thousands) Acquisition Date Fair Value Weighted Average Estimated Useful Life Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships $ 9,400 12 years $ 13,855 11 years Tradename — — 228 3 years Backlog 3,100 5 months — — Total intangible assets (1) $ 12,500 $ 14,083 Fossil Power Systems (2) Optimus Industries (2) Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships $ 20,451 9 years 2,100 10 years Tradename 787 14 years 220 3 years Patented Technology 578 12 years — — Unpatented Technology 3,276 12 years — — Total intangible assets (1) $ 25,092 $ 2,320 (1) The Company's preliminary purchase price allocation is final as of December 31, 2022. (2) Intangible assets were valued using the income approach, which includes significant assumptions around future revenue growth, profitability, discount rates and customer attrition. Such assumptions are classified as level 3 inputs within the fair value hierarchy. For the twelve-month period ended December 31, 2022, costs of $ 1.0 million were incurred related to the acquisitions of Babcock & Wilcox Solar, Babcock & Wilcox Renewable Service A/S, Fossil Power Systems, and Optimus Industries were recorded as a component of its operating expenses in the Consolidated Statements of Operations. 106 Divestitures On June 30, 2022 the Company sold development rights related to a future solar project for $ 8.0 million. In conjunction with the sale, the Company recognized a $ 6.2 million gain on sale and recorded an $ 7.2 million receivable within Accounts receivable – other in the Company's Consolidated Balance Sheet. During the 6 months ended December 31, 2022, the Company received $ 2.5 million of proceeds from the sale. Certain real property assets for the Copley, Ohio location were sold on March 15, 2021 for $ 4.0 million. The Company received $ 3.3 million of net proceeds after adjustments and recognized a gain on sale of $ 1.9 million. In conjunction with the sale, we executed a leaseback agreement commencing March 16, 2021, which expires on March 31, 2033. Certain real property assets for the Lancaster, Ohio location were sold on August 13, 2021 for $ 18.9 million. The Company received $ 15.8 million of net proceeds after adjustments and expenses and recognized a gain on sale of $ 13.9 million. In conjunction with the sale, the Company executed a leaseback agreement commencing August 13, 2021, which expires on August 31, 2041. Effective March 5, 2021, the Company sold all of the issued and outstanding capital stock of Diamond Power Machine (Hubei) Co., Inc, for $ 2.8 million. the Company received $ 2.0 million in gross proceeds before expenses and recorded an $ 0.8 million favorable contract asset for the amortization period from March 8, 2021 through December 31, 2023. NOTE 27 – NEW ACCOUNTING STANDARDS Recently adopted accounting standards: The Company adopted the following accounting standard during the year ended December 31, 2022: In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) . The amendments in this update simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity by removing major separation models required under current U.S. GAAP. The amendments also improve the consistency of diluted earnings per share calculations. The impact of this standard on the Company's Consolidated Financial Statements was immaterial. New accounting standards to be adopted: The Company considers the applicability and impact of all issued ASUs. Recently issued ASUs that are not considered were assessed and determined to be not applicable in the current reporting period. New accounting standards not yet adopted that could affect the Company's Consolidated Financial Statements in the future are summarized as follows: In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendment in this update provides an exception to fair value measurement for contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination. As a result, contract assets and contract liabilities will be recognized and measured by the acquirer in accordance with ASC 606, Revenue from Contracts with Customers. The amendment also improves consistency in revenue recognition in the post-acquisition period for acquired contracts as compared to contracts entered into after the business combination. The amendment in this update is effective for public business entities in January 2023; all other entities have an additional year to adopt. Early adoption is permitted; however, if the new guidance is adopted in an interim period, it is required to be applied retrospectively to all business combinations within the year of adoption. This amendment is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The impact of the new standard on our consolidated financial statements and related disclosures will depend on the nature and magnitude of future acquisitions. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326: Financial Instruments - Credit Losses. This update is an amendment to the new credit losses standard, ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , that was issued in June 2016 and clarifies that operating lease receivables are not within the scope of Topic 326. The new credit losses standard changes the accounting for credit losses for certain instruments. The new measurement approach is based on expected losses, commonly referred to as the current expected credit loss ("CECL") model, and applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investment in leases, and reinsurance and trade receivables, as well as certain off-balance sheet credit exposures, such as loan commitments. The standard also changes the impairment model for available-for-sale 107 debt securities. The provisions of this standard will primarily impact the allowance for doubtful accounts on the Company's trade receivables, contracts in progress, and potentially its impairment model for available-for-sale debt securities (to the extent we have any upon adoption). For public, smaller reporting companies, this standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of both standards on its Consolidated Financial Statements which is not expected to be material. Note 28 - Subsequent Events On March 14, 2023, the Company, with certain subsidiaries of the Company as guarantors, certain lenders from time to time party to the Revolving Credit Agreement, and PNC, as administrative agent and swing loan lender to the Revolving Credit, Guaranty and Security Agreement, dated as of June 30, 2021, as amended (the “Amended Revolving Credit Agreement”), entered into the Second Amendment, Waiver and Consent to the Amended Revolving Credit Agreement (the “Second Amended Revolving Credit Agreement”). The Second Amended Revolving Credit Agreement amends the terms of the Amended Revolving Credit Agreement to (i) waive the senior net leverage ratio test for purposes of enacting a Permitted Restricted Payment on Preferred Shares (each as defined in the Second Amended Revolving Credit Agreement) to be made on March 31, 2023; and (ii) replace the use of LIBOR with Term SOFR throughout. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None