What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-03-31 compared with 2024-03-15 · 686 added, 774 removed, 1147 unchanged (56% of the section changed)

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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, 2024, 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 31, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of the material weaknesses.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has uncertainty regarding its ability to refinance its Credit Agreement by November 30, 2025 and its Senior Notes by February 28, 2026, which raises substantial doubt about its ability to continue as a going concern.

Management's plans regarding these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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 a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition and Contracts – Refer to Notes 2, 4 and 6 to the financial statements

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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 selected a sample of fixed price long-term contracts performed over time and performed the following:

– We selected a sample of fixed price long-term contracts recognized over time and performed the following:

– 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.

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– 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.

– Performing multiple live project site visits.

– Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.

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– Evaluated the Company’s disclosures related to revenue recognition and contracts to assess their conformity with the applicable accounting standards.

Impact on Audit of Financial Statements Because of Material Weaknesses in Internal Control Over Financial Reporting – Refer to Management’s Annual Report on Internal Control Over Financial Reporting

Critical Audit Matter Description

As discussed in Management’s Annual Report on Internal Control Over Financial Reporting, the Company identified material weaknesses across multiple components of the Internal Control – Integrated Framework (2013) issued by COSO.

These material weaknesses impact the Company’s control over information technology (IT) systems and business processes, affecting substantially all financial statement account balances and disclosures.

This required us to increase the extent of our audit effort, including the need to modify the nature and extent of audit evidence obtained, and involve more senior members of the engagement team in executing, supervising, and reviewing the results of the audit procedures.

How the Critical Audit Matter Was Addressed in the Audit

As a result of the material weaknesses we:

– Lowered the threshold for investigating differences between recorded amounts and independent expectations developed by us that we would have otherwise used.

– Increased the number of selections we would have otherwise made if the Company’s controls were designed and operating effectively.

– Performed additional procedures to test the completeness and accuracy of the information included in system reports or information generated by the Company’s IT systems which were utilized for audit evidence.

/s/ Deloitte & Touche LLP

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Selling, general and administrative expenses 141,476 150,147 152,697

Advisory fees and settlement costs 944 8,532 13,083

Restructuring activities 1,296 2,619 ( 205 )

Research and development costs

Loss (gain) on asset disposals, net 57 ( 8,777 ) ( 15,685 )

5,794 7,197 2,557

Impairment of goodwill and long-lived assets 3,729 — —

(Gain) loss on asset disposals, net

( 354 ) 134 ( 8,760 )

Total costs and expenses 692,249 710,710 610,591

Operating income 19,899 2,269 19,422

Operating income (loss)

25,084 16,605 ( 1,154 )

Other (expense) income:

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Interest income 814 1,085 586

Gain on debt extinguishment — — 6,530

Loss on sale of business — — ( 1,753 )

Loss on debt extinguishment ( 7,267 ) — —

Benefit plans, net ( 31,937 ) ( 37,505 ) 37,528

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Other expense, net

Total other (expense) income ( 90,051 ) ( 11,198 ) 7,863

(Loss) income from continuing operations before income tax expense (benefit) ( 70,152 ) ( 8,929 ) 27,285

Income tax expense (benefit) 8,481 11,059 ( 2,028 )

(Loss) income from continuing operations ( 78,633 ) ( 19,988 ) 29,313

(Loss) income from discontinued operations, net of tax ( 118,338 ) ( 6,596 ) 2,225

Net (loss) income ( 196,971 ) ( 26,584 ) 31,538

Net (income) loss attributable to non-controlling interest ( 237 ) 3,723 ( 644 )

Net (loss) income attributable to stockholders $ ( 197,208 ) ( 22,861 ) 30,894

( 1,229 ) ( 996 ) ( 1,253 )

Total other expense

( 85,874 ) ( 82,581 ) ( 3,961 )

Loss from continuing operations before income tax expense

( 60,790 ) ( 65,976 ) ( 5,115 )

Income tax expense

12,172 9,818 9,071

Loss from continuing operations

( 72,962 ) ( 75,794 ) ( 14,186 )

Income (loss) from discontinued operations, net of tax

13,183 ( 121,177 ) ( 12,398 )

( 59,779 ) ( 196,971 ) ( 26,584 )

Net (loss) income attributable to non-controlling interest

( 136 ) ( 237 ) 3,723

Net loss attributable to stockholders

( 59,915 ) ( 197,208 ) ( 22,861 )

Dividends on Series A preferred stock 14,859 14,858 14,860

Net (loss) income attributable to stockholders of common stock $ ( 212,066 ) $ ( 37,721 ) $ 21,767

Basic (loss) income per share

Continuing operations $ ( 1.05 ) $ ( 0.35 ) $ 0.23

Discontinued operations ( 1.33 ) ( 0.08 ) 0.03

Basic (loss) income per share $ ( 2.38 ) $ ( 0.43 ) $ 0.26

Diluted (loss) income per share

Net loss attributable to stockholders of common stock

$ ( 74,774 ) $ ( 212,066 ) $ ( 37,721 )

Basic and diluted loss per share

Continuing operations $ ( 0.96 ) $ ( 1.02 ) $ ( 0.29 )

Discontinued operations 0.14 ( 1.36 ) ( 0.14 )

Diluted (loss) income per share $ ( 2.38 ) $ ( 0.43 ) $ 0.26

Shares used in the computation of (loss) income per share:

Basic 89,011 88,256 82,391

Diluted 89,011 88,256 83,580

Basic and diluted loss per share

$ ( 0.82 ) $ ( 2.38 ) $ ( 0.43 )

Shares used in the computation of loss per share:

Basic and diluted 91,717 89,011 88,256

See accompanying notes to Consolidated Financial Statements.

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(in thousands) 2024 2023 2022

Net (loss) income

$ ( 59,779 ) $ ( 196,971 ) $ ( 26,584 )

Other comprehensive (loss) income:

Currency translation adjustments ("CTA") 5,555 ( 14,834 ) ( 3,412 )

Reclassification of CTA to net loss — — ( 4,512 )

Currency translation adjustments ( 9,459 ) 5,555 ( 14,834 )

Reclassification of currency translation adjustments to net income (loss) ( 11,250 ) — —

Benefit obligations:

Pension and post retirement adjustments, net of tax 410 870 870

Other comprehensive loss

Other comprehensive (loss) income

( 20,299 ) 6,425 ( 13,964 )

Total comprehensive (loss) income

Total comprehensive loss

( 80,078 ) ( 190,546 ) ( 40,548 )

Comprehensive (income) loss attributable to non-controlling interest ( 127 ) 3,852 ( 595 )

Comprehensive (loss) income attributable to stockholders $ ( 190,673 ) $ ( 36,696 ) $ 24,511

Comprehensive loss (income) attributable to non-controlling interest

20 ( 127 ) 3,852

Comprehensive loss attributable to stockholders

$ ( 80,058 ) $ ( 190,673 ) $ ( 36,696 )

See accompanying notes to Consolidated Financial Statements.

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Cash and cash equivalents $ 23,399 $ 39,856

Current restricted cash and cash equivalents 5,737 15,335

Current restricted cash 94,167 3,912

Accounts receivable – trade, net 112,677 101,420

Accounts receivable – other 36,179 38,500

Contracts in progress 82,403 50,306

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Other assets 23,148 20,787

Non-current assets held for sale — 68,013

Noncurrent assets held for sale — 50,774

Total assets 726,987 775,700

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Other accrued liabilities 35,958 51,058

Loans payable 6,174 3,827

Current borrowings 125,137 6,174

Current liabilities held for sale 54,396 137,931

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Senior notes 340,227 337,869

Long term loans payable 35,442 13,197

Pension and other accumulated postretirement benefit liabilities 172,911 136,176

Non-current finance lease liabilities 26,206 27,482

Non-current operating lease liabilities 25,350 25,588

Deferred tax liabilities 12,991 12,056

Other non-current liabilities 15,082 16,596

Non-current liabilities held for sale — 5,651

Borrowings, net of current portion 8,556 35,442

Pension and other postretirement benefit liabilities 192,665 172,911

Finance lease liabilities, net of current portion 28,501 26,206

Operating lease liabilities, net of current portion 30,315 23,878

Deferred tax liability 11,028 10,219

Other noncurrent liabilities 10,374 13,945

Noncurrent liabilities held for sale — 5,356

Total liabilities 1,010,159 976,050

Commitments and contingencies

Stockholders' deficit:

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Stockholders' deficit attributable to shareholders

( 283,763 ) ( 200,961 )

Non-controlling interest 591 611

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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 — — — — — — 30,894 — 644 31,538

Net loss — — — — — — ( 22,861 ) — ( 3,723 ) ( 26,584 )

Currency translation adjustments — — — — — — — ( 14,834 ) ( 129 ) ( 14,963 )

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Stock-based compensation charges 2,414 28 — — 9,949 ( 2,819 ) — — — 7,158

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

Purchase of Babcock & Wilcox Solar and SPIG non-controlling interest — — — — 8,804 — — — ( 20,735 ) ( 11,931 )

Dividends to preferred stockholders — — — — — — ( 14,860 ) — — ( 14,860 )

Non-controlling interest from acquisition — — — — — — — — 23,996 23,996

Dividends to non-controlling interest — — — — — — — — ( 401 ) ( 401 )

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Stock-based compensation charges 749 10 — — 8,656 ( 1,411 ) — — — 7,255

Purchase of Babcock & Wilcox Solar and SPIG non-controlling interest — — — — 8,804 — — — ( 20,735 ) ( 11,931 )

Dividends to preferred stockholders — — — — — — ( 14,859 ) — — ( 14,859 )

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Dividends to preferred stockholders — — — — — — ( 14,859 ) — — ( 14,859 )

Dividends to non-controlling interest — — — — — — — — ( 1 ) ( 1 )

Common stock offering, net 4,988 50 — — 7,939 — — — — 7,989

Balance at December 31, 2024 95,138 $ 5,208 7,669 $ 77 $ 1,558,828 $ ( 115,500 ) $ ( 1,645,716 ) $ ( 86,660 ) $ 591 $ ( 283,172 )

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Cash flows from operating activities:

Net (loss) income from continuing operations ( 78,633 ) ( 19,988 ) 29,313

Net (loss) income from discontinued operations ( 118,338 ) ( 6,596 ) 2,225

Net (loss) income $ ( 196,971 ) $ ( 26,584 ) $ 31,538

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Net loss from continuing operations

$ ( 72,962 ) $ ( 75,794 ) $ ( 14,186 )

Net income (loss) from discontinued operations

13,183 ( 121,177 ) ( 12,398 )

( 59,779 ) ( 196,971 ) ( 26,584 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization of long-lived assets 16,709 20,996 23,992

Goodwill impairment 56,556 7,224 —

Impairment of goodwill and long-lived assets 9,567 56,556 7,224

Change in fair value of contingent consideration — — ( 9,567 )

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Non-cash operating lease expense 7,357 6,754 7,277

Loss on sale of business — — 1,753

Gain on debt extinguishment — — ( 6,530 )

Loss on debt extinguishment 7,267 — —

Gain on sale of business ( 58,947 ) — —

Loss (gain) on asset disposals

(Benefit from) provision for deferred income taxes, including valuation allowances ( 1,464 ) 5,897 ( 7,745 )

431 200 ( 8,836 )

Provision for (benefit from) deferred income taxes, including valuation allowances

7,102 ( 1,464 ) 5,897

Mark to market, prior service cost amortization for pension and postretirement plans 34,911 38,904 ( 6,848 )

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Foreign exchange 3,079 2,507 582

Changes in assets and liabilities:

Changes in operating assets and liabilities:

Accounts receivable ( 13,393 ) 31,218 ( 28,217 )

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Net cash used in operating activities

( 118,735 ) ( 42,270 ) ( 30,637 )

Cash flows from investing activities:

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Acquisition of business, net of cash acquired — — ( 64,914 )

Proceeds from sale of business and assets, net — 5,498 25,390

Proceeds from sale of business and assets 120,906 — 5,498

Purchases of available-for-sale securities ( 7,133 ) ( 6,087 ) ( 6,427 )

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Other, net 34 ( 102 ) 466

Net cash used in investing activities ( 7,938 ) ( 68,800 ) ( 33,541 )

Net cash provided by (used in) investing activities

109,959 ( 7,938 ) ( 68,800 )

Year ended December 31,

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Finance lease payments ( 1,359 ) ( 1,195 ) ( 2,435 )

Repayments under last out term loans — — ( 75,408 )

Borrowings under U.S.

revolving credit facility — — 14,500

Repayments of U.S.

revolving credit facility — — ( 178,800 )

Issuance of preferred stock, net — — 113,275

Payment of preferred stock dividends ( 18,573 ) ( 11,144 ) ( 14,860 )

Shares of common stock returned to treasury stock ( 336 ) ( 1,411 ) ( 2,819 )

Proceeds from rights offering — — —

Costs related to rights offering — — —

Issuance of common stock, net 7,939 — —

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Other, net ( 179 ) ( 153 ) ( 48 )

Net cash from (used in) financing activities 8,556 ( 11,165 ) 302,812

Net cash provided by (used in) financing activities

69,734 8,556 ( 11,165 )

Effects of exchange rate changes on cash ( 1,263 ) ( 439 ) ( 2,653 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 42,091 ) ( 113,255 ) 159,292

Net increase (decrease) in cash, cash equivalents and restricted cash

59,695 ( 42,091 ) ( 113,255 )

Cash, cash equivalents and restricted cash, beginning of period 71,369 113,460 226,715

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Liquidity and Going Concern

The accompanying Consolidated Financial Statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We have recurring operating losses primarily due to losses recognized on B&W Solar loss contracts described in Note 4 to the Consolidated Financial Statements as well as increased selling, general and administrative expenses and higher debt service costs.

Our net cash used in operating activities was $ 42.3 million and $ 30.6 million for the years ended December 31, 2023 and December 31, 2022.

Our assessment of our ability to fund future operations is inherently subjective, judgment-based and susceptible to change based on future events.

Currently, with existing cash on hand and available liquidity, we are projecting insufficient liquidity to fund operations through one year following the date that this Annual Report is issued.

These conditions and events raise substantial doubt about our ability to continue as a going concern.

In response to the conditions, we are currently evaluating different strategies to obtain the required funding for future operations.

The accompanying Consolidated Financial Statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

However, substantial doubt about the Company’s ability to continue as a going concern exists.

The Company has a credit agreement that provides for an up to $ 150.0 million asset-based credit facility with an outstanding balance of $ 124.4 million at December 31, 2024 that is currently due in November 2025 and, accordingly, is classified as a current liability.

In addition, the Company has senior notes with an aggregate principal amount of $ 193 million at December 31, 2024, for which the maturity date is within twelve months following the issuance of these financial statements.

As a result of the uncertainty regarding our current demonstrated ability to repay the current debt this condition raises substantial doubt about the Company’s ability to continue as a going concern.

In response to the conditions that raised substantial doubt and to partially address our liquidity needs, during the year ended December 31, 2024, we took the following actions, among others:

• sold our BWRS business for net proceeds of $ 83.5 million on June 28, 2024 (described in Note 4 to the Consolidated Financial Statements);

• sold our SPIG and GMAB businesses for net proceeds of $ 33.7 million on October 30, 2024 (described in Note 4 to the Consolidated Financial Statements);

• sold 5.0 million common shares pursuant to our At-The-Market Offering (described in Note 16 to the Consolidated Financial Statements) for net proceeds of $ 7.9 million;

• successfully recovered $ 14.0 million of losses related to Solar;

• applied for and was granted a waiver of the required minimum contributions to the U.S.

Plan by the PBGC, which reduced cash funding requirements in 2024 by $ 15.0 million and will increase contributions annually over the subsequent 5 -year period (described in Note 14 to the Consolidated Financial Statements).

In response to the conditions, we are currently evaluating different strategies to obtain the required funding for future debt maturities and operations.

We have taken or plan to take all or some combination of the following actions, and continue to evaluate other actions:

• initiated the sale process of one of our non-strategic businesses;

• filed for a waiver of required minimum contributions to the U.S.

Plan, that if granted, would reduce cash funding requirements in 2024 and would increase contributions annually over the subsequent five-year period.

We cannot provide any assurances that such waiver will be granted;

• initiated the sale process of several non-core real estate assets;

• plan to sell common shares pursuant to our At-The-Market Offering;

• considering alternative measures to manage cash flow, such as suspension of the dividend on our Preferred Stock.

Based on our ability to raise funds through the actions noted above and our Cash and cash equivalents as of December 31, 2023, we have concluded that it is probable that such proceeds would provide sufficient liquidity to fund operations for the next twelve months following the date of this Annual Report.

As a result, it is probable that our plans alleviate the substantial doubt about our ability to continue as a going concern.

Our operations are assessed based on three reportable market-facing segments as part of our strategic, market-focused organizational and re-branding initiative to accelerate growth and provide stakeholders improved visibility into its renewable and environmental growth platforms.

Our reportable segments are as follows:

• Babcock & Wilcox Renewable:

Technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, biomass-to-energy and black liquor systems for the pulp and paper industry.

Our 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 emissions control and environmental technology solutions for utility, waste-to-energy, biomass-to-energy, carbon black, and industrial steam generation applications around the world.

Our 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.

We have an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others.

• actively negotiating with our current lender under the Credit Facility to extend the maturity date of the Credit Facility to at least September 30, 2026;

• actively negotiating with several holders of the Senior Notes to extend their maturity date out for five years;

• actively negotiating with parties to obtain a new junior credit arrangement to satisfy any Senior Notes that are not extended and to fund future operations;

• actively in discussions with certain parties to further divest non-core assets.

There is no assurance that we will successfully obtain the financing necessary to satisfy our current obligations when they come due.

In addition, we may take one or more of the following actions to obtain the required funding for future operations:

• Suspension of dividends on our Preferred Stock;

• Consideration of selling additional common shares.

Management believes it is taking all prudent actions to address its liquidity concerns, however, these plans have not been finalized, and are subject to market conditions that are not within the Company's control, therefore we have determined that

there is substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these financial statements.

The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Our operations are assessed based on three reportable segments as described in Note 5.

For financial information about our segments see Note 5 to the Consolidated Financial Statements .

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Management reviews our estimates on an on-going basis.

Changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods .

Changes in facts and circumstances may alter such estimates and affect our results of operations and financial position in future periods .

Cash and cash equivalents and restricted cash

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We record cash and cash equivalents as current or long-term restricted when we are unable to freely use such cash and cash equivalents for general operating purposes.

Refer to Note 17 in the Consolidated Financial Statements for further details.

Trade accounts receivable and allowance for credit loss

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Contracts in progress, a current asset in the Consolidated Balance Sheets, includes revenues and related costs, plus accumulated contract costs that exceed amounts invoiced to customers under the terms of the contracts.

Advance billings, a current liability in the Consolidated Balance Sheets, includes amounts on contracts invoices that exceed accumulated contract costs and revenues and costs recognized under the cost-to-cost input method.

Advance billings, a current liability in the Consolidated Balance Sheets, includes amounts on contracts invoiced 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.

Unbilled revenues do not contain an allowance for credit losses as the expectation to invoice customers and the collect all amounts due is deemed probable.

Unbilled revenues do not contain an allowance for credit losses as the expectation is to invoice customers and collectively all amounts due are deemed probable.

We review 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 Consolidated Statements of Operations and an accrual for the estimated loss on the uncompleted contract is recorded in Other accrued liabilities in the Consolidated Balance Sheets.

In addition, when we determine that an uncompleted contract will not be completed on time and the contract has liquidated damages provisions, we recognize the estimated liquidated damages at the most likely amount we will incur as a reduction of the estimated selling price in the period the change in estimate occurs.

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 in Costs of operations in the Consolidated Statements of Operations and an accrual for the estimated loss on the uncompleted contract is recorded in Other accrued liabilities in the Consolidated Balance Sheets.

In addition, when we determine that an incomplete contract will not be completed on time and the contract

has liquidated damages provisions, we recognize the estimated liquidated damages at the most likely amount we will incur as a reduction of the estimated selling price in the period the change in estimate occurs.

These amounts are included in Other accrued liabilities in the Consolidated Balance Sheets.

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Depreciation expense was $ 6.0 million, $ 8.7 million and $ 9.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The costs of maintenance, repairs and renewals that do not materially prolong the useful life of an asset are expensed as incurred.

The costs of maintenance, repairs and renewals that do not materially prolong the useful life or increase the capacity of an asset are expensed as incurred.

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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Any changes in such factors may result in future asset impairments and negatively affect our financial position and results of operations.

(Gain) loss on assets disposals for the years ended December 31, 2024, 2023 and 2022, respectively, were $( 0.4 ) million, $ 0.1 million and $( 8.8 ) million.

We capitalize project costs, including pre-construction costs and other costs directly related and essential to the development, pre-construction, or construction of a project.

Capitalization of development, pre-construction, and construction costs is required while activities are ongoing to prepare an asset for its intended use.

Fluctuations in our development, pre-construction, and construction activities could result in significant changes to total expenses and net income.

Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred.

Expenditures for repairs and maintenance are expensed as incurred.

Impairment of $ 3.7 million related primarily to construction in progress for the year ended December 31, 2024.

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.

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The ROU assets also include any prepaid lease payments made and initial direct costs incurred and exclude lease incentives.

Our 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.

Our 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.

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Assets and liabilities held for sale and discontinued operations

We classify assets and liabilities as held for sale ("disposal group") when Management, with approval from the Board of Directors, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition.

We classify assets and liabilities as held for sale when Management, with approval from the Board of Directors, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition.

We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

1 unchanged sentence

First, we evaluate for impairment all assets other than goodwill.

Next, we evaluate goodwill, and finally the disposal group in its entirety.

Next, we evaluate goodwill and then the disposal group in its entirety.

An impairment charge is recognized when the carrying value of the disposal group exceeds the estimated fair value, less costs to sell.

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The actuarial valuations use significant assumptions in the determination of benefit cost and obligations, including assumptions regarding discount rates, expected returns on plan assets, mortality and health care cost trends.

We determine the discount rate based on a review of published financial data and discussions with our actuary regarding rates of return on high-quality, fixed-income investments currently available and expected to be available during the period to maturity of our pension and postretirement plan obligations.

Included in our significant assumptions, we determine the discount rate based on a review of published financial data and discussions with our actuary regarding rates of return on high-quality, fixed-income investments currently available and expected to be available during the period to maturity of our pension and postretirement plan obligations.

We use 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.

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See Note 14 to the Consolidated Financial Statements for a detailed description of our pension plans and postretirement benefits.

Earnings per share

We have 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.

(Loss) earnings per share

We have computed (loss) 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.

We have 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.

We include 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 to the Consolidated Financial Statements.

We include the shares applicable to these plans in dilutive (loss) earnings per share when related performance criteria have been met.

The computation of basic and diluted (loss) earnings per share is included in Note 3 to the Consolidated Financial Statements.

Revenue recognition

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Refer to Note 6 to the Consolidated Financial Statements for details of disaggregation of revenue by segment.

As of December 31, 2023, we have 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 in the future 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 unplanned cost increases.

It is possible that current estimates could materially change for various reasons, including, but not limited to, fluctuations in forecasted labor productivity, transportation, 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 our consolidated financial position, results of operations and cash flows.

Alternatively, reductions in overall contract costs at completion could materially improve our consolidated financial position, results of operations and cash flows.

As of December 31, 2024, we have estimated the costs to complete 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 in the future due to unforeseen events, which could result in adjustments to overall contract costs and revenue recognition.

Variations from estimated contract performance could result in material adjustments to operating results for any fiscal period.

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In addition, we record specific adjustments when we expect the actual warranty costs to significantly differ from the initial estimates.

Factors that impact our estimate of warranty costs include prior history of warranty claims and our estimate of future costs of materials and labor.

Such changes could have a material effect on our consolidated financial position, results of operations and cash flows.

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We currently are involved in significant litigation, as discussed in Note 20 to the Consolidated Financial Statements.

These matters 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 our assessment of the probability that a loss has been incurred in a material pending litigation against us and/or changes in estimates related to such matters.

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These matters 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.

and 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 assessment of the probability that a loss recovery has been recognized and/or changes in estimates related to such matters.

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The fair value of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates.

For each transaction, we estimate the fair value of contingent earn-out payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability in Other non-current liabilities in the Consolidated Balance Sheets.

We review and reassess the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates.

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Self-insurance

We have 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 our operating companies.

We have a wholly owned insurance subsidiary that provides workers' compensation, employer's liability, commercial general, and automotive liability and, from time to time, builder's risk insurance (within certain limits) to our operating companies.

We may also, in the future, have this insurance subsidiary accept other risks that we cannot or do not wish to transfer to outside insurance companies.

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We translate assets and liabilities of our foreign operations into U.S.

dollars at current exchange rates, and translate items in the Consolidated Statements of Operations at average exchange rates for the periods presented.

dollars at current exchange rates, and we translate items in the Consolidated Statements of Operations at average exchange rates for the periods presented.

We record adjustments resulting from the translation of foreign currency amounts as a component of Accumulated Other Comprehensive Loss.

We report foreign currency transaction gains (losses) in income.

We have included transaction losses of $ 2.5 million , $ 0.6 million and $ 4.3 million in the years ended December 31, 2023, 2022 and 2021, respectively, in Foreign exchange in the Consolidated Statements of Operations.

We have included transaction gains (losses) of $ 0.1 million , $( 2.6 ) million and $( 1.0 ) million in the years ended December 31, 2024, 2023 and 2022, respectively, in Foreign exchange in the 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.

Recently adopted accounting standards

We adopted the following accounting standards during the year ended December 31, 2023:

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 impact of adopting this standard on the Consolidated Financial Statements was immaterial.

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 credit loss on our trade receivables and contracts in progress.

The impact of adopting this standard on the Consolidated Financial Statements was immaterial.

We adopted the following accounting standard during the year ended December 31, 2024:

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires a public entity to disclose significant segment expenses and other segment items in interim and annual periods and expands the ASC 280 disclosure requirements for interim periods.

The ASU also explicitly requires public entities with a single reportable segment to provide all segment disclosures under ASC 280, including the new disclosures under the ASU.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Refer to Note 5 in the Consolidated Financial Statements for further details.

New accounting standards to be adopted

We consider 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.

Recently issued ASUs that are not disclosed were assessed and determined to be not applicable in the current reporting period.

New accounting standards not yet adopted that could affect the Consolidated Financial Statements in the future are summarized as follows:

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

In October 2023, FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative .

The new guidance is intended to align U.S.

GAAP and SEC requirements while facilitating the application of U.S.

GAAP for all entities.

The new guidance is intended to align GAAP and SEC requirements while facilitating the application of GAAP for all entities.

The effective date of ASU 2023-06 depends on (1) whether an entity is already subject to the SEC's current disclosure requirements and (2) whether and, if so, when the SEC removed related requirements from its regulations.

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We are currently evaluating the impact of this standard on the Consolidated Financial Statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

The ASU also explicitly requires public entities with a single reportable segment to provide all segment disclosures under ASC 280, including the new disclosures under the ASU.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact of this standard on the Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disclosure of specific categories in the effective tax rate reconciliation and additional information for reconciling items that meet a quantitative threshold.

The standard is intended to benefit investors by providing more detailed income tax disclosures to assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

The standard is intended to benefit investors by providing more detailed income tax disclosures to assess how an entity's operations and related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

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Adoption of the standard will only impact the income tax disclosures and is not expected to be material to the Consolidated Financial Statements.

NOTE 3– EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted (loss) earnings per share of our common stock, net of non-controlling interest and dividends on preferred stock:

In November 2024, FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The new guidance is intended to improve financial reporting by requiring all public business entities to disclose additional information about specific expense categories.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026.

Early adoption is permitted.

We are currently evaluating the impact of this standard on the Consolidated Financial Statements.

NOTE 3 – LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share of our common stock, net of non-controlling interest and dividends on preferred stock:

Year ended December 31,

(in thousands, except per share amounts) 2024 2023 2022

(Loss) income from continuing operations $ ( 78,633 ) $ ( 19,988 ) $ 29,313

Net (income) loss attributable to non-controlling interest ( 237 ) 3,723 ( 644 )

Net loss from continuing operations

$ ( 72,962 ) $ ( 75,794 ) $ ( 14,186 )

Net (loss) income attributable to non-controlling interest

( 136 ) ( 237 ) 3,723

Dividend on Series A preferred stock 14,859 14,858 14,860

(Loss) income from continuing operations attributable to stockholders of common stock ( 93,728 ) ( 31,125 ) 19,542

(Loss) income from discontinued operations, net of tax ( 118,338 ) ( 6,596 ) 2,225

Net (loss) income attributable to stockholders of common stock ( 212,066 ) ( 37,721 ) 21,767

Weighted average shares used to calculate basic (loss) income per share

Loss from continuing operations attributable to stockholders of common stock

( 87,957 ) ( 90,889 ) ( 25,323 )

Dilutive effect of stock options, restricted stock and performance units — — 1,189

Weighted average shares used to calculate diluted (loss) income per share

Income (loss) from discontinued operations, net of tax

13,183 ( 121,177 ) ( 12,398 )

Basic (loss) earnings per share

Continuing operations $ ( 1.05 ) $ ( 0.35 ) $ 0.23

Discontinued operations ( 1.33 ) ( 0.08 ) 0.03

Basic (loss) earnings per share $ ( 2.38 ) $ ( 0.43 ) $ 0.26

Diluted (loss) earnings per share

Net loss attributable to stockholders of common stock

( 74,774 ) ( 212,066 ) ( 37,721 )

Weighted average shares used to calculate basic and diluted loss per share

91,717 89,011 88,256

Basic and diluted (loss) income per share

Continuing operations $ ( 0.96 ) $ ( 1.02 ) $ ( 0.29 )

Discontinued operations 0.14 ( 1.36 ) ( 0.14 )

Diluted (loss) earnings per share $ ( 2.38 ) $ ( 0.43 ) $ 0.26

Basic and diluted loss per share

$ ( 0.82 ) $ ( 2.38 ) $ ( 0.43 )

Basic and diluted shares are the same in the years ended December 31, 2024, 2023 and 2022 because we incurred a loss in each of those years.

If we had net income in the years ended December 31, 2023 and 2022, diluted shares would include an additional 0.3 million and 0.7 million shares, respectively.

If we had net income in the years ended December 31, 2024, 2023 and 2022, diluted shares would include an additional 0.3 million, 0.3 million and 0.7 million shares, respectively.

We exclu ded 2.2 million, 2.3 million and 2.1 million shares related to stock options from the diluted share calculation for the years ended December 31, 2024, 2023 and 2022 respectively, because their effect would have been anti-dilutive.

NOTE 4 – ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

During the third quarter of 2023, we committed to a plan to sell our B&W Solar business resulting in a significant change that would impact our operations.

As of September 30, 2023, we met all of the criteria for the assets and liabilities of this business, formerly part of our B&W Renewable segment, to be accounted for as held for sale.

Assets Held for Sale

During 2024, we engaged in a strategy and developed a formalized plan to divest certain non-core businesses to reduce our debt, improve our balance sheet and increase liquidity.

As of December 31, 2024, we have divested our BWRS, SPIG and GMAB businesses, and have a plan to divest our Vølund business in 2025, as discussed below.

Each of these businesses were classified as held for sale and were determined to qualify as discontinued operations, primarily based upon their significance to our current and historic operating losses.

Results of operations and cash flows for these businesses and the financial position of the divested subsidiaries are reported as discontinued operations for all periods presented and the notes to the financial statements have been adjusted on a retrospective basis.

During the fourth quarter of 2024, we committed to a plan to sell our Vølund business (formerly part of our B&W Renewable segment) and classified the assets and liabilities of this business as held for sale.

In addition, we also determined that the operations of the Vølund business qualified as discontinued operations, as this business was part of the formalized plan.

During the third quarter of 2023, we committed to a plan to sell our B&W Solar business (formerly part of our B&W Renewable segment) and classified the assets and liabilities of this business as held for sale.

In addition, we also determined that the operations of the B&W Solar business qualified as a discontinued operation, primarily based upon its significance to our current and historic operating losses.

The decision to sell the B&W Solar business, along with the significant increase in estimated costs to complete the B&W Solar loss contracts, resulted in a triggering event that required us to immediately perform certain valuations.

Certain trade accounts receivable and contract assets were determined to be uncollectible, resulting in charges of $ 17.6 million .

For goodwill, we performed a quantitative assessment using the income approach (discounted cash flows).

The income approach uses the disposal group'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 also uses assumptions based on the disposal group's estimated revenue growth, operating margin, and working capital turnover.

As a result of this impairment test, we recognized an impairment of $ 56.6 million, or the entire balance of goodwill associated with B&W Solar.

We then compared the remaining carrying amount of the disposal group with its fair value and determined that the carrying amount approximated the fair value and no further impairment of the disposal group was required.

These charges have been included in Loss from discontinued operations, net of tax in the Consolidated Statements of Operations.

The following table summarizes the operating results of the disposal group included in discontinued operations on the Consolidated Statements of Operations:

Certain circumstances beyond our control have extended the period required to complete the sale within one year.

Specifically, market conditions driven by uncertainties with potential administration changes and related impacts to the solar industry.

We initiated actions necessary to respond to the change in circumstances by

engaging an advisory service provider with more specialized industry qualifications.

We continue to meet the criteria to account for the B&W Solar business as held for sale and discontinued operations as of December 31, 2024.

On June 28, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary, sold all issued and outstanding share capital of our Denmark-based renewable parts and services subsidiary, BWRS, to Hitachi Zosen Inova AG ("Buyer").

We received net cash proceeds of $ 83.5 million and recorded a gain on the sale of the business of $ 44.9 million.

The proceeds were used to reduce outstanding debt and support working capital needs.

SPIG and GMAB

On October 30, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary and Babcock & Wilcox A/S subsidiary, sold the entire issued and outstanding share capital of our Italy-based SPIG and Sweden-based GMAB subsidiaries, to Auctus Neptune Holding S.p.A.

We received net cash proceeds of $ 33.7 million and recorded a gain of $ 14.1 million, solely related to the CTA reclassification.

We recorded an impairment of $ 5.8 million as of September 30, 2024, as the disposal group carrying value exceeded the expected net proceeds from the sale.

The proceeds were used to support working capital needs and reduce outstanding debt.

The following table summarizes the operating results of the disposal groups included in discontinued operations on the Consolidated Statements of Operations:

Year ended December 31, 2024

(in thousands) 2023 2022 2021

(in thousands) Solar BWRS SPIG GMAB Vølund Total

Revenues $ 68,371 $ 43,255 $ 60,413 $ 10,512 $ 34,500 $ 217,051

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Selling general and administrative expenses 1,956 6,783 9,459 1,187 16,030 35,415

15,168 ( 2,029 ) 3,133

Restructuring expenses 64 — 49 — 766 879

Research and development costs — — 276 54 605 935

Impairment of goodwill and long-lived assets — — 5,838 — — 5,838

Loss on asset disposals, net — — 47 — 374 421

Total costs and expenses 89,157 38,217 63,460 8,847 53,047 252,728

Operating (loss) income ( 20,786 ) 5,038 ( 3,047 ) 1,665 ( 18,547 ) ( 35,677 )

Other (expense) income ( 481 ) 177 ( 724 ) ( 138 ) ( 4,735 ) ( 5,901 )

(Loss) income from discontinued operations before tax ( 21,267 ) 5,215 ( 3,771 ) 1,527 ( 23,282 ) ( 41,578 )

Expense (benefit) from income taxes — 4,972 1,554 407 ( 2,747 ) 4,186

Gain (loss) on divestiture — 44,876 15,891 ( 1,820 ) — 58,947

(Loss) income from discontinued operations, net of tax $ ( 21,267 ) $ 45,119 $ 10,566 $ ( 700 ) $ ( 20,535 ) $ 13,183

Included in the Solar SG&A expenses for the year ended December 31, 2024 is a $ 6.8 million gain related to a settlement of an insurance claim on the representations and warranty policy obtained when B&W Solar was acquired.

Included in Vølund SG&A expense we recorded $ 4.9 million relating to the payment of a break fee by B&W and various other payments between the parties in settlement of certain claims under the O&M.

In the third quarter of 2024, we entered into an agreement to terminate our final existing O&M service contract which terminated on October 31, 2024.

Year ended December 31, 2023

(in thousands) Solar BWRS SPIG GMAB Vølund Total

Revenues $ 34,725 $ 96,411 $ 84,884 $ 9,388 $ 81,359 $ 306,767

Cost of operations 80,794 69,517 68,278 5,835 81,021 305,445

Selling general and administrative expenses 15,168 13,219 12,287 1,341 14,478 56,493

Restructuring expenses — — 76 — 1,527 1,603

Research and development costs — — 300 132 812 1,244

Loss (gain) on asset disposals, net 143 ( 30 ) 1 — ( 46 ) 68

Goodwill impairment 56,556 7,224 —

Impairment of goodwill and long-lived assets 56,556 — — — — 56,556

Total costs and expenses 152,661 82,706 80,942 7,308 97,792 421,409

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(Loss) income from discontinued operations before tax ( 118,338 ) 13,781 2,461 2,473 ( 22,885 ) ( 122,508 )

Benefit from income taxes — — ( 196 )

(Benefit) expense from income taxes — 1,647 742 511 ( 4,231 ) ( 1,331 )

(Loss) income from discontinued operations, net of tax $ ( 118,338 ) $ 12,134 $ 1,719 $ 1,962 $ ( 18,654 ) $ ( 121,177 )

(1) General and administrative expenses in 2022 includes a $ 9.6 million gain related to the change in fair value of contingent consideration.

Results from Discontinued Operations

(Loss) income from discontinued operations, net of tax, totaled $( 118.3 ) million, $( 6.6 ) million and $ 2.2 million during the years ended December 31, 2023, 2022 and 2021, respectively.

The losses in 2023 and 2022 were driven by goodwill impairment of $ 56.6 million and $ 7.2 million, respectively.

Also included in the losses were $ 44.1 million and $ 13.2 million in losses from changes in estimated costs to complete twenty-eight and thirteen loss contracts during the years ended December 31, 2023 and 2022, respectively.

There were no contracts in a loss position as of December 31, 2021.

As of December 31, 2023 and 2022, other current liabilities included $ 7.1 million and $ 2.9 million in accrued contract losses on B&W Solar loss contracts, respectively.

The following table provides the major classes of assets and liabilities of the disposal group included in assets held for sale and liabilities held for sale in the Consolidated Balance Sheets:

(in thousands) December 31, 2023 December 31, 2022

Year ended December 31, 2022

(in thousands) Solar (1)

BWRS SPIG GMAB Vølund Total

Revenues $ 41,897 $ 67,390 $ 60,979 $ 11,592 $ 98,518 $ 280,376

Cost of operations 43,211 50,812 50,154 7,716 88,001 239,894

Selling general and administrative expenses ( 2,029 ) 11,053 10,680 1,347 13,302 34,353

Restructuring expenses — — 98 — 668 766

Research and development costs — — 382 131 735 1,248

(Gain) loss on asset disposals, net ( 59 ) ( 21 ) 5 — — ( 75 )

Impairment of goodwill and long-lived assets 7,224 — — — — 7,224

Total costs and expenses 48,347 61,844 61,319 9,194 102,706 283,410

Operating (loss) income ( 6,450 ) 5,546 ( 340 ) 2,398 ( 4,188 ) ( 3,034 )

Other (expense) income ( 146 ) ( 344 ) 1,666 237 ( 8,282 ) ( 6,869 )

(Loss) income from discontinued operations before tax ( 6,596 ) 5,202 1,326 2,635 ( 12,470 ) ( 9,903 )

(Benefit) expense from income taxes — ( 27 ) 598 544 1,393 2,508

(Loss) income from discontinued operations, net of tax ( 6,596 ) 5,229 728 2,091 ( 13,863 ) ( 12,411 )

Net income attributable non-controlling interest — — 13 — — 13

Net (loss) income attributable to stockholders $ ( 6,596 ) $ 5,229 $ 741 $ 2,091 $ ( 13,863 ) $ ( 12,398 )

(1) Selling, general and administrative expenses includes a $ 9.6 million gain related to the change in fair value of contingent consideration.

The following table provides the major classes of assets and liabilities of the disposal groups included in assets held for sale and liabilities held for sale in the Consolidated Balance Sheets:

December 31, 2024

(in thousands) Solar Vølund Total

Cash $ 1,255 $ 2,200 $ 3,455

Accounts receivable – trade, net 2,814 7,202 10,016

Contracts in progress 4,157 10,023 14,180

Accounts receivable - trade 3,272 4,111

Other assets, net 62 2

Inventories, net — 2,365 2,365

Other current assets 90 371 461

Total current assets 8,316 22,161 30,477

Net property, plant and equipment and finance leases 3,246 124 3,370

Intangible assets, net 7,833 8,729

Intangible assets 7,833 211 8,044

Right-of-use assets 53 1,358 1,411

Other assets 9 243 252

Total noncurrent assets 11,141 1,936 13,077

Total assets held for sale (1)

$ 19,457 $ 24,097 $ 43,554

Accounts payable $ 30,365 $ 5,980 $ 36,345

Accrued employee benefits — 518 518

Advance billings on contracts 961 5,855 6,816

Accrued warranty expense 1,176 845 2,021

Operating lease liabilities 26 288 314

Other accrued liabilities 4,504 190 4,694

Current borrowings 511 — 511

Total current liabilities 37,543 13,676 51,219

Borrowings, net of current portion 874 — 874

Operating lease liabilities, net of current portion 29 1,075 1,104

Other noncurrent liabilities 1,199 — 1,199

Total noncurrent liabilities 2,102 1,075 3,177

Total liabilities held for sale (1)

$ 39,645 $ 14,751 $ 54,396

Current assets held for sale (1)

$ 19,457 $ 24,097 $ 43,554

Current liabilities held for sale (1)

$ 39,645 $ 14,751 $ 54,396

(1) BWRS, SPIG and GMAB were sold in 2024 so therefore no balances are left to disclose.

December 31, 2023

(in thousands) Solar BWRS SPIG GMAB Vølund Total

Cash $ 31 $ 7,229 $ 12,450 $ 2,320 $ 3,449 $ 25,479

Current restricted cash — — 1,825 — — 1,825

Accounts receivable – trade, net 3,272 13,396 23,233 1,198 4,768 45,867

Contracts in progress 4,538 2,152 22,158 1,138 14,300 44,286

Inventories, net — 6,682 4,317 — 5,310 16,309

Other current assets 62 851 12,864 160 4,024 17,961

Total current assets 7,903 30,310 76,847 4,816 31,851 151,727

Net property, plant and equipment and finance leases 2,683 1,833 2,179 6 4,988 11,689

Intangible assets 7,833 11,124 10,529 — 395 29,881

Goodwill — 16,835 — — — 16,835

Right-of-use assets 76 208 933 — 974 2,191

Other non-current assets, net — 175

Total non-current assets 10,592 68,013

Total assets of disposal group $ 18,495 $ 89,375

Loans payable, current $ 502 $ —

Operating lease liabilities, current 23 97

Other assets — 356 166 — 248 770

Total noncurrent assets 10,592 30,356 13,807 6 6,605 61,366

Total assets held for sale $ 18,495 $ 60,666 $ 90,654 $ 4,822 $ 38,456 $ 213,093

Accounts payable $ 26,298 $ 4,700 $ 28,430 $ 3,004 $ 8,202 $ 70,634

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Accrued warranty expense 1,078 489 479 118 2,167 4,331

Other current liabilities 8,101 14,208

Operating lease liabilities 23 67 371 — 203 664

Other accrued liabilities 8,101 7,310 1,023 988 7,740 25,162

Current borrowings 502 — — — — 502

Total current liabilities 42,194 13,869 42,020 5,682 32,746 136,511

Loans payable, net of current portion 1,308 464

Non-current operating lease liabilities — 995

Other non-current liabilities 112 4,192

Total non-current liabilities 1,420 5,651

Total liabilities of disposal group $ 43,614 $ 30,402

Current assets of discontinued operations $ 18,495 $ 21,362

Non-current assets of discontinued operations — 68,013

Total assets of discontinued operations $ 18,495 $ 89,375

Current liabilities of discontinued operations $ 43,614 $ 24,751

Non-current liabilities of discontinued operations — 5,651

Total liabilities of discontinued operations $ 43,614 $ 30,402

The significant components included in our Consolidated Statements of Cash Flows for the discontinued operations are as follows:

Borrowings, net of current portion 1,308 — — — — 1,308

Operating lease liabilities, net of current portion — 141 562 — 770 1,473

Deferred tax liability — 2,729 32 — 11 2,772

Other noncurrent liabilities 112 — 1,110 1 — 1,223

Total noncurrent liabilities 1,420 2,870 1,704 1 781 6,776

Total liabilities held for sale $ 43,614 $ 16,739 $ 43,724 $ 5,683 $ 33,527 $ 143,287

Current assets held for sale (1)

$ 18,495 $ 30,310 $ 76,847 $ 4,816 $ 31,851 $ 162,319

Noncurrent assets held for sale — 30,356 13,807 6 6,605 50,774

Total assets held for sale $ 18,495 $ 60,666 $ 90,654 $ 4,822 $ 38,456 $ 213,093

Current liabilities held for sale (1)

$ 43,614 $ 13,869 $ 42,020 $ 5,682 $ 32,746 $ 137,931

Noncurrent liabilities held for sale — 2,870 1,704 1 781 5,356

Total liabilities held for sale $ 43,614 $ 16,739 $ 43,724 $ 5,683 $ 33,527 $ 143,287

(1) The Solar assets and liabilities met the criteria for presentation as current as of December 31, 2023.

The depreciation, amortization, capital expenditures, and significant operating and investing noncash items of the discontinued operations are as follows:

Year ended December 31, 2024

(in thousands) 2023 2022 2021

(in thousands) Solar BWRS SPIG GMAB Vølund Total

Depreciation and amortization of long-lived assets $ — $ 948 $ 3,014 $ 4 $ 495 $ 4,461

Goodwill impairment 56,556 7,224 —

Change in fair value of contingent consideration — ( 9,567 )

Changes in operating assets and liabilities:

Contracts in progress 12,673 1,064 ( 3,887 )

Accounts payable 18,360 1,549 4,291

Impairment of goodwill and long-lived assets — — 5,838 — — 5,838

Gain on divestiture — 44,876 15,891 ( 1,820 ) — 58,947

Proceeds from sale of business and assets, net — 83,477 18,557 14,838 — 116,872

Purchase of property, plant and equipment ( 690 ) ( 352 ) ( 964 ) ( 26 ) ( 128 ) ( 2,160 )

During 2022, we determined that our B&W Solar reporting unit had projects located in the United States that existed at the time B&W Solar was acquired on September 30, 2021 that generated losses 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.

As a result, we 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, which was finalized in 2022.

We have submitted insurance claims to recover a portion of these losses.

During the years ended December 31, 2023 and 2022, additional B&W Solar projects became loss contracts, and as such, we recorded $ 16.1 million and $ 13.2 million, respectively, in net losses related to the additional B&W Solar loss contracts.

The following represents the components of B&W Solar contracts in progress and advance billings on contracts included in discontinued operations:

Changes in Contract Estimates

During each of the years ended December 31, 2023 and 2022 B&W Solar recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized below.

There were no changes in contract estimates in 2021, see below for a summary of changes:

Year ended December 31, 2023

(in thousands) 2023 2022

Increases in gross profit for changes in estimates $ 163 $ —

Decreases in gross profit for changes in estimates ( 44,315 ) ( 13,154 )

Net changes in gross profit for changes in estimates $ ( 44,152 ) $ ( 13,154 )

During the year ended December 31, 2023, B&W Solar had total bookings of $ 99.3 million.

On December 31, 2023, B&W Solar had $ 99.0 million of remaining performance obligations, which we also refer to as total backlog.

We expect to recognize substantially all of our remaining performance obligations as revenue prior to December 31, 2024.

(in thousands) Solar BWRS SPIG GMAB Vølund Total

Depreciation and amortization of long-lived assets $ 952 $ 1,856 $ 3,570 $ 4 $ 916 $ 7,298

Impairment of goodwill and long-lived assets 56,556 — — — — 56,556

Purchase of property, plant and equipment ( 1,857 ) ( 1,355 ) ( 774 ) ( 7 ) ( 43 ) ( 4,036 )

Year ended December 31, 2022

(in thousands) Solar BWRS SPIG GMAB Vølund Total

Depreciation and amortization of long-lived assets $ 2,448 $ 1,578 $ 3,440 $ 15 $ 872 $ 8,353

Impairment of goodwill and long-lived assets 7,224 — — — — 7,224

Change in fair value of contingent consideration ( 9,567 ) — — — — ( 9,567 )

Purchase of property, plant and equipment ( 1,929 ) ( 1,171 ) ( 859 ) — ( 450 ) ( 4,409 )

NOTE 5 – SEGMENT REPORTING

Our operations are assessed based on three reportable segments as described in Note 1.

Our operations are assessed based on three reportable market-facing segments as part of our market-focused organizational approach.

Our reportable segments are as follows:

• Babcock & Wilcox Renewable:

The B&W Renewable segment offers technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, oxygen-fired biomass-to-energy and black liquor systems for the pulp and paper industry.

Our leading waste-to-energy technologies support a circular economy, diverting waste from landfills to use for power generation and replacing fossil fuels, while recovering recyclable metals and reducing emissions.

• Babcock & Wilcox Environmental:

The B&W Environmental segment offers a full suite of emissions control and environmental technology solutions for utility, waste-to-energy, biomass-to-energy, carbon black, and industrial steam generation applications around the world.

Our broad experience includes systems for ash handling, particulate control, nitrogen oxides and sulfur dioxides removal, chemical looping for carbon control, and mercury control.

• Babcock & Wilcox Thermal:

The B&W Thermal segment offers steam generation equipment, aftermarket parts, construction, maintenance and field services for plants in the power generation, oil and gas, and industrial sectors.

We have an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others.

The Company's chief operating decision maker (CODM) is the chief executive officer.

The CODM assesses the segments' performance by using each segment’s Adjusted EBITDA.

The CODM considers budget-to-actual and forecast-to-actual

variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment.

Adjusted EBITDA by segment consists of net loss plus accretion of depreciation and amortization, stock-based compensation and provision for income taxes and excludes other transactions not deemed representative of segment results.

Items that apply to B&W as a whole are assigned to Corporate.

We do not separately identify or report assets by segment as the CODM does not consider assets by segment to be a critical measure by which performance is measured.

An analysis of our operations by segment is as follows:

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B&W Renewable segment $ 110,134 $ 140,835 $ 122,765

B&W Renewable $ 165,108 136,376 $ 83,639

B&W Renewable Services 100,198 78,960 25,852

Vølund 53,299 73,337 34,819

318,605 288,673 144,310

B&W Environmental segment 109,390 108,655 81,822

B&W Environmental 97,799 77,863 58,262

SPIG 91,132 61,017 55,615

GMAB 13,996 15,513 19,949

202,927 154,393 133,826

B&W Thermal segment 497,879 499,216 415,104

B&W Thermal 499,216 415,104 433,329

499,216 415,104 433,329

Eliminations ( 21,394 ) ( 10,252 ) ( 592 )

Total Revenues $ 999,354 $ 847,918 $ 710,873

At a segment level, the adjusted EBITDA presented below is consistent with the manner in which our 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, legal and settlement costs, costs related to financial consulting, research and development costs, costs and operating income from contracts being terminated, and other costs that may not be directly controllable by segment management and are not allocated to the segment.

The following table is provided to reconcile our segment performance metrics to loss before income tax expense.

Elimination of intersegment revenues ( 70 ) ( 21,391 ) ( 10,254 )

Total Revenue $ 717,333 $ 727,315 $ 609,437

The following tables provide information about our segments and include the reconciliation of Revenue to Segment Adjusted EBITDA to Loss from continuing operations before income tax expense:

Year ended December 31, 2024

(in thousands) 2023 2022 2021

Adjusted EBITDA

B&W Renewable segment (1)

(in thousands) B&W Renewable segment B&W Environmental segment B&W Thermal segment Total

Revenue $ 110,134 $ 109,390 $ 497,879 $ 717,403

Cost of operations 74,649 80,348 367,857 522,854

General & administrative expense (1)

12,256 10,495 39,439 62,190

B&W Environmental segment 15,277 9,787 11,773

B&W Thermal segment 66,653 56,291 49,143

(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 renewable energy project.

We do not separately identify or report assets by segment as the CODM does not consider assets by segment to be a critical measure by which performance is measured.

A reconciliation of Adjusted EBITDA by segment to (Loss) income from continuing operations before income tax expense (benefit) is as follows:

Selling & marketing expense 8,144 7,753 29,213 45,110

Segment Adjusted EBITDA 15,085 10,794 61,370 87,249

Corporate/eliminations (2)

Interest expense, net ( 45,332 )

Depreciation & amortization ( 11,125 )

Impairment of goodwill and long-lived assets ( 3,729 )

Benefit plans, net ( 31,937 )

Gain (loss) on sales, net 354

Settlement and related legal recoveries (costs) ( 4,044 )

Advisory fees for settlement costs and liquidity planning ( 1,234 )

Loss on debt extinguishment ( 7,267 )

Stock compensation ( 4,509 )

Restructuring expense and business services transition ( 1,296 )

Acquisition pursuit and related costs ( 643 )

Product development ( 8,228 )

Foreign exchange ( 109 )

Letter of credit fees ( 7,036 )

Other-net ( 3,550 )

Loss from continuing operations before income tax expense

Year ended December 31, 2023

(in thousands) 2023 2022 2021

B&W Renewable segment - Adjusted EBITDA $ 22,586 $ 21,227 $ 19,826

B&W Environmental segment - Adjusted EBITDA 15,277 9,787 11,773

B&W Thermal segment - Adjusted EBITDA 66,653 56,291 49,143

Corporate ( 21,374 ) ( 16,477 ) ( 12,467 )

Research and development ( 4,011 ) ( 3,319 ) ( 1,093 )

Interest expense ( 48,703 ) ( 44,220 ) ( 38,992 )

(in thousands) B&W Renewable segment B&W Environmental segment B&W Thermal segment Total

Revenue $ 140,835 $ 108,655 $ 499,216 $ 748,706

Cost of operations 103,024 89,038 365,783 557,845

General & administrative expense (1)

17,683 8,020 37,648 63,351

Selling & marketing expense 13,747 7,464 31,010 52,221

Segment Adjusted EBITDA 6,381 4,133 64,775 75,289

Corporate/eliminations (2)

Interest expense, net ( 41,486 )

Depreciation & amortization ( 14,300 )

Benefit plans, net ( 37,505 )

Gain on sales, net ( 57 ) 2,539 13,932

Gain (loss) on sales, net ( 134 )

Settlement and related legal recoveries (costs) 1,474

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Foreign exchange ( 2,594 )

Gain on debt extinguishment — — 6,530

Letter of credit fees ( 7,702 )

Other-net ( 3,837 )

Loss from continuing operations before income tax expense

Year ended December 31, 2022

(in thousands) B&W Renewable segment (3)

B&W Environmental segment B&W Thermal segment Total

Revenue $ 122,765 $ 81,822 $ 415,104 $ 619,691

Cost of operations 78,480 67,557 281,895 427,932

General & administrative expense (1)

21,406 6,689 46,640 74,735

Selling & marketing expense 11,111 5,935 29,861 46,907

Segment Adjusted EBITDA 11,768 1,641 56,708 70,117

Corporate/eliminations (2)

Interest expense, net ( 39,211 )

Depreciation & amortization ( 16,247 )

Benefit plans, net 37,528

Gain (loss) on sales, net 2,523

Settlement and related legal recoveries (costs) ( 9,109 )

Financial advisory services ( 1,424 )

Contract disposal ( 8,550 ) ( 2,976 ) —

Inventory step-up price adjustment — — ( 483 )

Advisory fees for settlement costs and liquidity planning ( 1,509 )

Stock compensation ( 7,487 )

Restructuring expense and business services transition ( 5,981 )

Acquisition pursuit and related costs ( 5,504 )

Product development ( 4,100 )

Foreign exchange ( 1,025 )

Letter of credit fees ( 5,204 )

Other-net ( 3,932 )

(Loss) income from continuing operations before income tax expense (benefit) $ ( 70,152 ) $ ( 8,929 ) $ 27,285

We estimate that 45 %, 38 % and 47 % of our consolidated revenues in 2023, 2022, and 2021, 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 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 wind, solar and nuclear 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 our major customers, principally electric utilities, to delay making substantial expenditures for new plants, and to delay upgrades to existing power plants.

Loss from continuing operations before income tax expense

(1) G eneral & administrative expense excludes corporate/eliminations of $ 20.9 million, $ 22.8 million and $ 16.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.

(2) Other corporate expenses include certain R&D expenses and other costs not allocated to our segments.

(3) 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 renewable energy project.

Information about our consolidated operations in different geographic areas:

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United Kingdom 52,251 38,342 5,987

Denmark 58,191 50,857 30,310

Sweden 36,088 35,303 22,391

Saudi Arabia 23,103 21,428 12,529

China 20,358 25,890 10,028

Brazil 16,959 15,049 3,946

Indonesia 13,900 13,291 11,624

South Korea 15,059 6,032 3,961

Greece 13,018 71 253

Taiwan 12,478 12,433 5,776

Belgium 10,837 2,624 3,045

France 9,696 12,555 4,539

Israel 1,290 3,082 14,110

Hong Kong 9 896 11,056

Philippines 12,063 3,176 3,276

Aggregate of all other countries, each with less than $10 million in revenues 94,940 79,001 54,664

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Mexico 13,974 14,953

Denmark 6,821 6,672

United Kingdom 4,593 4,940

Italy 1,431 1,545

Aggregate of all other countries 1,801 1,487

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We generate the vast majority of our revenues from the supply of, and aftermarket services for, steam-generating, environmental and auxiliary equipment.

We also earn revenue from the supply of custom-engineered cooling systems for steam applications along with related aftermarket services.

No single customer comprised of 10% or more of our consolidated revenues from transactions in 2024, 2023, and 2022, respectively.

Our revenue recognition accounting policy is described in more detail in Note 2.

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Total retainage $ 3,980 $ 4,024 $ ( 44 ) ( 1 ) %

Retainage expected to be collected in 2024 is included in Accounts receivable – trade, net in the Consolidated Balance Sheets.

Retainage expected to be collected after one year is included in Other assets in the Consolidated Balance Sheets.

Retainage is a holdback of final payment from a customer upon completion of a contract for a set period of time.

Retainage is included in advanced billings on contracts or contracts in progress in the Consolidated Balance Sheets as of December 31, 2024.

All long-term retainage at December 31, 2024 is expected to be collected by the end of 2026.

At December 31, 2023 we had $ 644.5 million of remaining performance obligations, including $ 114.0 million of performance obligations associated with O&M contracts being exited, which are also referred to as total backlog.

We expect to recognize approximately 69 %, 14 % and 17 % of i ts remaining performance obligations as revenue in 2024, 2025 and thereafter, respectively.

At December 31, 2024 we had $ 540.1 million of remaining performance obligations, which are also referred to as total backlog.

We expect to recognize approximately 65 %, 33 % and 2 % of its remaining performance obligations as revenue in 2025, 2026 and thereafter, respectively.

Changes in Contract Estimates

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Net changes in gross profit for changes in estimates $ 2,020 $ 2,246 $ 5,764

Loss Contracts from Continuing Operations

During the year ended December 31, 2023, we recorded $ 3.9 million in net losses from changes in estimated costs to complete eight B&W Thermal contracts in loss positions.

Loss Contracts

During the years ended December 31, 2024 and 2023, we recorded $ 0.3 million and $ 1.5 million, respectively, in net losses from changes in estimated costs to complete four and seven , respectively, B&W Thermal contracts in loss positions.

NOTE 7 – INVENTORIES, NET

Inventories are stated at the lower of cost or net realizable value.

Certain raw material inventory is sold to our customers directly and without further processing.

The components of Inventories, net included in the Consolidated Balance Sheets are as follows:

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Thermal Total

Goodwill $ 75,468 $ 79,825 $ 69,587 $ 224,880

Accumulated impairment losses ( 49,965 ) ( 74,478 ) — ( 124,443 )

Balance at December 31, 2022 $ 9,238 $ 5,347 $ 69,587 $ 84,172

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Balance at December 31, 2023 $ 8,971 $ 5,637 $ 70,514 $ 85,122

Currency translation adjustments ( 489 ) ( 537 ) ( 1,958 ) ( 2,984 )

Balance at December 31, 2024 $ 8,482 $ 5,100 $ 68,556 $ 82,138

Goodwill represents the excess of the consideration transferred over the fair value of net assets, including identifiable intangible assets, at the acquisition date.

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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 fair market value calculated in the quantitative assessment exceeded the carrying amount of the reporting units by a range of 9 % to 142 % at October 1, 2023.

One of our reporting units, Babcock & Wilcox Construction Company, which is a component of the B&W Thermal segment, has a negative carrying amount at December 31, 2023.

There is goodwill of $8.9 million allocated to Babcock & Wilcox Construction Company at December 31, 2023.

During the fourth quarter of 2023, we identified factors that indicated a triggering event had occurred, mainly due to the decrease in the common stock price during the quarter.

We performed a qualitative assessment in accordance with ASC 350 and, in conjunction with the results of the annual assessment, concluded that no impairment of goodwill exists for any reporting unit at December 31, 2023.

The fair market value calculated in the quantitative assessment exceeded the carrying amount of each of the reporting units by at least 35 % at October 1, 2024.

NOTE 10 – INTANGIBLE ASSETS

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Balance at beginning of period $ 23,580 $ 26,325

Business acquisitions and adjustments — 27,412

Amortization expense ( 3,078 ) ( 3,190 )

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Balance at end of the period $ 19,051 $ 23,580

Amortization of intangible assets is included in Cost of operations and SG&A in the Consolidated Statement of Operations but is not allocated to segment results.

Amortization of intangible assets is included in Cost of operations and SG&A in the Consolidated Statement of Operations.

Definite-lived intangible assets are assessed for impairment on an interim basis when impairment indicators exist.

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Amortization Expense

Twelve months ending December 31, 2024 $ 7,558

Twelve months ending December 31, 2025 6,685

Twelve months ending December 31, 2026 5,530

Twelve months ending December 31, 2027 4,916

Twelve months ending December 31, 2028 4,633

Year ending December 31, 2025

Year ending December 31, 2026

Year ending December 31, 2027

Year ending December 31, 2028

Year ending December 31, 2029

Thereafter 2,901

NOTE 11 – LEASES

During the year ended December 31, 2022, we sold certain real property and then entered into leaseback agreements with the buyers for each sale transaction.

We 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.

We 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 our incremental borrowing rates, compared to the fair value of the leased property as of the lease commencement dates.

Finance lease classification indicates that control of the related property has not transferred to the buyer/lessor, 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 proceeds from the buyer/lessor are viewed to have been received 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 in the Consolidated Balance Sheets as Net property, plant, equipment and finance leases until the leases end.

We will depreciate the assets over the shorter of their respective economic lives or lease term.

No gains or losses were recognized related to the transactions under U.S.

GAAP for the year ended December 31, 2022 for the following transactions:

In December 2022, we sold certain real property assets at our Chanute, Kansas location for $ 8.4 million in proceeds and then simultaneously entered into a leaseback agreement with the buyer of the property.

The lease has a 20 year term, with two renewal options of ten years each.

Under the terms of the lease agreement, our initial basic rent is approximately $ 0.7 million per year with annual increases of 2.25 % throughout the life of the agreement.

We 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 our incremental borrowing rate, compared to the fair value of the leased property as of the lease commencement date.

At December 31, 2023, the carrying value of the financing liability was $ 8.5 million, which is net of debt issuance costs of $ 0.6 million and is recorded in Long-term loans payable in the Consolidated Balance Sheets.

monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method.

In November 2022, we sold certain real property assets at our Monterey, Mexico location for $ 1.4 million in proceeds and then simultaneously entered into a leaseback agreement with the buyer of the property.

The lease has a four year term with payments of approximately $ 0.4 million per year.

At December 31, 2023, the carrying value of the financing liability was $ 1.0 million in Loans payable in the Consolidated Balance Sheets.

The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method.

In October 2022, We sold a corporate aircraft for $ 3.4 million in proceeds and then simultaneously entered into a leaseback agreement with the buyer of the property.

The lease has a two 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.

At December 31, 2023, the carrying value of the financing liability was $ 2.6 million, which is recorded in Loans payable in the 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 each year ending December 31 are as follows:

Thereafter 13,331

Total minimum liability requirements $ 20,972

Imputed interest ( 8,151 )

Total $ 12,821

We determine if an arrangement is a lease at inception.

Operating leases are included in Right-of-use 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 leases, Other accrued liabilities and Other non-current finance liabilities in the Consolidated Balance Sheets.

Amounts relating to leases are presented in the Consolidated Balance Sheets in the following line items:

(in thousands)

Classification December 31, 2024 December 31, 2023

Operating lease assets Right-of-use assets $ 32,789 $ 26,077

Finance lease assets Net property, plant and equipment and finance leases 24,581 22,378

Total non-current lease assets $ 57,370 $ 48,455

Operating lease liabilities Operating lease liabilities $ 3,550 $ 3,291

Finance lease liabilities Financing lease liabilities 1,644 1,367

Operating lease liabilities Non-current operating lease liabilities 30,315 23,878

Finance lease liabilities Non-current finance lease liabilities 28,501 26,206

Total lease liabilities $ 64,010 $ 54,742

The components of lease expense included in the Consolidated Statements of Operations are as follows:

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Total finance lease expense $ 4,153 $ 4,893 $ 5,899

Sublease income (2)

Other – net $ — $ ( 72 ) $ ( 86 )

Net lease cost $ 13,311 $ 13,109 $ 14,962

(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:

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Finance leases 8.0 % 8.0 %

Amounts relating to leases are presented in the Consolidated Balance Sheets in the following line items:

(in thousands)

Classification December 31, 2023 December 31, 2022

Operating lease assets Right-of-use assets $ 28,192 $ 28,362

Finance lease assets Net property, plant and equipment and finance leases 22,378 24,352

Total non-current lease assets $ 50,570 $ 52,714

Operating lease liabilities Operating lease liabilities $ 3,932 $ 3,498

Finance lease liabilities Financing lease liabilities 1,367 1,180

Operating lease liabilities Non-current operating lease liabilities 25,350 25,588

Finance lease liabilities Non-current finance lease liabilities 26,206 27,482

Total lease liabilities $ 56,855 $ 57,748

Future minimum lease payments required under non-cancellable leases as of December 31, 2024 are as follows:

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Balance at end of period $ 3,446 $ 4,380

We record estimated expense in Cost of operations in the Consolidated Statements of Operations to satisfy contractual warranty requirements when we recognize the associated revenues on the related contracts, or in the case of a loss contract, the full amount of the estimated warranty costs is recorded when the contract becomes a loss contract.

In addition, we record

specific adjustments when we expect the actual warranty costs to significantly differ from the initial estimates.

In addition, we record specific adjustments when we expect the actual warranty costs to significantly differ from the initial estimates.

Factors that impact our estimate of warranty costs include prior history of warranty claims and our estimate of future costs of materials and labor.

Such changes could have a material effect on our consolidated financial position, results of operations and cash flows.

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The charges primarily consist of severance and related costs associated with non-recurring actions taken to transform our operations with impacts on employees and facilities used in our businesses.

During 2021, 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:

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(in thousands) Total Severance and related costs Other

B&W Renewable segment $ 2,153 $ 1,831 $ 322

B&W Environmental segment 449 180 269

B&W Thermal segment $ 1,296 $ 636 $ 660

Corporate 6 — 6

$ 1,296 $ 636 $ 660

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Balance at beginning of period

$ 1,615 $ 6,561

Restructuring expense 1,296 2,619

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NOTE 14 – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

We have historically provided defined benefit retirement benefits to domestic employees under the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the "U.S.

We have historically provided defined benefit retirement benefits to domestic U.S.

employees under the U.S.

Plan, a noncontributory plan.

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These and future employees are not eligible to enroll in the defined benefit component of the Canadian Plans.

Effective January 1, 2015, benefit accruals under certain hourly Canadian pension plans were ceased.

Effective January 1, 2015, benefit accruals under certain hourly Canadian pension plans ceased.

As part of the spin-off transaction, we split the Canadian defined benefit plans from BWXT, which was completed in 2017.

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Plan participants’ contributions — — 99 114

Amendment 461 — — —

Actuarial loss (gain) ( 39,002 ) 24,789 ( 318 ) ( 802 )

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Fair value of plan assets 43,383 47,901 — —

(1) We had $ 12.3 million and $ 4.0 million in Fixed Income and Equity, respectively, as of December 31, 2024 relating to securities of the employer.

(2) We had $ 10.7 million and $ 3.5 million in Fixed Income and Equity, respectively, as of December 31, 2023 relating to securities of the employer.

Components of net periodic benefit cost (benefit) included in net (loss) income are as follows:

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Private credit

Venture capital — % 42 %

Cash and cash equivalents 15 % 11 %

The target asset allocation for the Master Trust as of December 31, 2023 and 2022 was 50 % of alternative, liquid credit and direct lending funds, 20 % of fixed income securities, and 30 % of equity and other investments.

The target asset allocation for the Master Trust as of both December 31, 2024 and 2023 was 70 % of alternative, liquid credit and direct lending funds, 20 % of fixed income securities, and 10 % of equity and other investments.

We routinely reassess the target asset allocation with a goal of better aligning the expected cash flows from those assets to the anticipated benefit payments.

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The target allocation for 2024 for the foreign plans, by asset class, is as follows:

United States equity 25 % 3 %

Global equity 25 % 4 %

Fixed income and other 100 % 100 %

Fair value of plan assets

See Note 22 for a detailed description of fair value measurements and the hierarchy established for valuation inputs.

See Note 22 below in the Consolidated Financial Statements for a detailed description of fair value measurements and the hierarchy established for valuation inputs.

In accordance with ASC 820, Fair Value Measurement, 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.

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The following is a summary of total investments of our plans measured at fair value:

(in thousands) Year ended December 31, 2023 Level 1 Level 2 Level 3

Commingled and mutual funds $ 11,168 $ — $ 11,168 $ —

(in thousands) Years Ended December 31, 2024 Level 1 Level 2 Level 3

United States government securities $ 77,641 $ 77,641 $ — $ —

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Equity 13,472 13,090 — 382

Venture capital

Private credit 235,198 — — 235,198

Private equity

4,176 — — 4,176

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We made contributions to our pension and other postretirement benefit plans totaling $ 12.5 million and $ 2.4 million during the years ended December 31, 2024 and 2023, respectively.

Additionally, during the third quarter of 2024, we were granted a waiver of required minimum contributions to the U.S.

Plan by the PBGC, which was subject to us providing acceptable collateral to the PBGC.

The waiver reduced cash funding requirements in 2024 by $ 15.0 million and increased contributions annually over the subsequent 5 -year period.

Defined contribution plans

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Employer matching contributions are typically made in cash.

Amounts charged to expense for employer contributions under the Thrift Plan total approximately $ 4.0 million and $ 3.1 million in the years ended December 31, 2023 and 2022, respectively.

There were no employer contributions for the year ended December 31, 2021.

Beginning in April 2020 and continuing through December 31, 2021, 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.

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 the eligible employees' base pay.

Amounts charged to expense for employer contributions under the Thrift Plan total approximately $ 4.5 million, $ 4.0 million and $ 3.1 million in the years ended December 31, 2024, 2023 and 2022, respectively.

In 2022 a one-time profit-sharing contribution for the 2021 plan year equal to 0.75 % of the eligible employees' base pay was made.

Also, our salaried Canadian employees are eligible to participate in a defined contribution plan, after minimum service requirements are met.

9 unchanged sentences

Pension Fund EIN/PIN 2024 2023 2022 2024 2023 2022

Boilermaker-Blacksmith National Pension Trust 48-6168020/ 001 Red Yellow Yellow Yes $ 13.4 $ 8.0 $ 16.6 No Described

Boilermaker-Blacksmith National Pension Trust 48-6168020/ 001 Red Red Yellow Yes $ 10.1 $ 13.4 $ 8.0 No Described

All other 1.5 1.2 1.0

1 unchanged sentence

Our collective bargaining agreements with the Boilermaker-Blacksmith National Pension Trust ("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.

Our contributions to the Boilermaker Plan constitute less than 5% of

total contributions to the Boilermaker Plan.

All other contributions expense included above represents multiple amounts to various plans that, individually, are deemed to be insignificant.

However, the agreement allows for

termination by either party with a 90-day written notice.

Our contributions to the Boilermaker Plan constitute less than 5% of total contributions to the Boilermaker Plan.

All other contributions included above represents multiple amounts to various plans that, individually, are deemed to be insignificant.

NOTE 15 – DEBT AND CREDIT FACILITIES

8.125 % Senior Notes

During 2021, we completed sales of $ 151.2 million aggregate principal amount of our 8.125 % Senior Notes for net proceeds of $ 146.6 million.

In addition to the completed sales, we issued $ 35.0 million of the 8.125 % Senior Notes to B.

Riley Financial, Inc., a related party, in exchange for a deemed prepayment of our then-existing Last Out Term Loan Tranche A-3.

The 8.125 % Senior Notes bear interest at the rate of 8.125 % per annum, payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year.

The 8.125 % Senior Notes mature on February 28, 2026.

In March 2021, we entered into a sales agreement with B.

Riley Securities, Inc., a related party, in which we 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 and 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, we sold $ 6.8 million aggregate principal of the 8.125 % Senior Notes under this sales agreement for $ 6.7 million of net proceeds.

The 8.125 % Senior Notes are senior unsecured obligations and rank equally in right of payment with all of our other existing and future senior unsecured and unsubordinated indebtedness.

6.50 % Senior Notes

During 2021, we completed sales of $ 151.4 million aggregate principal amount of our 6.50 % Senior Notes for net proceeds of $ 145.8 million.

The 6.50 % Senior Notes bear interest at the rate of 6.50 % per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year.

The 6.50 % Senior Notes mature on December 31, 2026.

The public offering of our 6.50 % Senior Notes was conducted pursuant to an underwriting agreement between us 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 and rank equally in right of payment with all of our other existing and future unsecured and unsubordinated indebtedness.

The 6.50 % Senior Notes are effectively subordinated in right of payment to all of our existing and future secured indebtedness and structurally subordinated to all existing and future indebtedness of our subsidiaries, including trade payables.

The components of our senior notes at December 31, 2024 are as follows:

(in thousands) 8.125 % 6.50 % Total

Senior notes due 2026

(in thousands) 8.125 % (1)

Senior notes due in 2026

$ 193,035 $ 151,440 $ 344,475

2 unchanged sentences

Net debt balance $ 191,544 $ 148,683 $ 340,227

Revolving Debt

In June 2021, we 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 our subsidiaries as guarantors, pursuant to which we are 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”).

Our obligations under each of the Debt Facilities were guaranteed by certain of our existing and future domestic and foreign subsidiaries.

Riley, a related party, has provided a guaranty of payment with regard to our obligations under the Reimbursement Agreement.

We used the proceeds and letter of credit availability under the Debt Facilities for working capital purposes and general corporate purposes.

The Debt Facilities mature on June 30, 2025.

At December 31, 2023, we had $ 27.0 million outstanding in revolving debt.

For the year ended December 31, 2023, we had average daily borrowings of $ 14.2 million and a maximum daily amount outstanding of $ 34.9 million under the Revolving Credit Agreement.

Under the Letter of Credit Agreement, usage consisted of $ 15.9 million financial letters of credit and $ 70.0 million of performance letters of credit at December 31, 2023.

At inception of the Debt Facilities, 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 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 %.

The Letter of Credit Agreement requires fees on outstanding letters of credit equal to (i) administrative fees of 0.75 % and (ii) fronting fees of 0.25 %.

The Revolving Credit Agreement requires 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 Letter of Credit Agreement and Revolving Credit Agreement, we are required to pay a facility fee equal to 0.375 % per annum of the unused portion of the Letter of Credit Agreement or the Revolving Credit Agreement, respectively.

Certain of these terms have been amended as described in the following paragraphs.

We are 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 are 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.

We have 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.

At inception, the Debt Documents require us 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 $ 35.0 million at any one time, a minimum liquidity covenant of at least $ 30.0 million at all times, a current ratio of not less than 1.25 to 1.00, 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 then-outstanding amounts under the Debt Facilities may become due and payable immediately.

Certain of these covenants and terms have been amended as described in the following paragraphs.

In June 2021, in connection with our entry into the Debt Facilities, 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”).

Riley Guaranty provides for the guarantee of all of our obligations under the Reimbursement Agreement.

Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of our obligations under the Reimbursement Agreement.

Under a fee letter with B.

Riley, we agreed to pay B.

Riley $ 0.9 million per annum in connection with the B.

The components of senior notes outstanding at December 31, 2023 are as follows:

(in thousands) 8.125 % (1)

Senior notes due in 2026

$ 193,035 $ 151,440 $ 344,475

Unamortized deferred financing costs ( 2,899 ) ( 4,019 ) ( 6,918 )

Unamortized premium 312 — 312

Net debt balance $ 190,448 $ 147,421 $ 337,869

(1) The 8.125 % Senior Notes mature in February 2026

(2) The 6.50 % Senior Notes mature in December 2026

Credit Agreement with Axos

We entered into the Credit Agreement in January 2024, with certain of our subsidiaries as guarantors, the lenders party thereto from time to time and Axos, as administrative agent, swingline lender and letter of credit issuer.

The Credit Agreement provides for an up to $ 150.0 million asset-based Credit Facility, including a $ 100.0 million letter of credit sublimit.

Our obligations under the Credit Agreement are guaranteed by certain of our domestic and foreign subsidiaries.

Riley has provided a guaranty of payment with regard to our obligations under the Credit Agreement, as further described below.

We used and expect to use the proceeds and letter of credit availability under the Credit Agreement to (i) pay off our prior revolving credit facility with PNC, (ii) provide for working capital needs, (iii) provide cash collateral to secure letters of credit to be issued under the Credit Agreement, and (iv) provide for general corporate purposes.

The Credit Agreement has a maturity date of January 18, 2027, provided that if as of November 28, 2025, as amended by the Fourth Amendment to the Credit Agreement ("Fourth Amendment") (as described below), the 8.125 % Senior Notes and 6.50 % Senior Notes have not been refinanced pursuant to a permitted refinancing, as defined in the Credit Agreement, or the maturity date has not otherwise been extended to a date on or after July 18, 2027, then the maturity date of the Credit Agreement is November 28, 2025.

The interest rates applicable under the Credit Agreement are:

(i) with respect to SOFR Loans, (a) SOFR plus 5.25 % if the outstanding principal amount of loans is equal to or less than $ 100.0 million or (b) SOFR plus 4.00 % if the outstanding principal amount of loans is equal to or greater than $ 100.0 million;

(ii) with respect to Base Rate Loans, the greater of (a) the Federal Funds Rate plus 2.00 % plus the Applicable Margin, (b) the prime rate as designated by Axos plus the Applicable

Margin, and (c) Daily Simple SOFR plus 1.00 % plus the Applicable Margin;

and (iii) with respect to the default rate under the Credit Agreement, the then-existing interest rate plus 2.00 %.

In connection with the Credit Agreement, we were required to pay (i) an origination fee of $ 1.5 million, (ii) a commitment fee equal to 0.50 % per annum multiplied by the positive difference by which the Aggregate Revolving Commitments exceed the Total Revolvings Outstanding (as defined in the Credit Agreement), subject to adjustment, (iii) a facility fee equal to the Applicable Margin for SOFR Loans multiplied by the positive difference by which the actual daily amount of L/C Obligations the Administrative Agent is then holding Specified Cash Collateral exceeds the actual daily Outstanding Amount of Revolving Loans, and (iv) a collateral monitoring fee of $ 1,000 per month.

We are permitted to prepay all or any portion of the loans under the Credit Agreement prior to maturity subject to the payment of an early termination fee.

The Credit Agreement requires mandatory prepayments under certain circumstances, including in the event of an overadvance.

The obligations under the Credit Agreement are secured by substantially all assets of B&W and each of the guarantors, in each case subject to intercreditor arrangements.

The Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings.

The Credit Agreement requires us to comply with certain financial maintenance covenants, including a quarterly fixed charge coverage test, a quarterly total net leverage ratio test, a cash repatriation covenant, a minimum liquidity covenant, an annual cap on maintenance capital expenditures and a limit on unrestricted cash.

The Credit Agreement also contains 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 Credit Agreement, the failure to comply with certain covenants and agreements specified in the Credit Agreement, defaults in respect of certain other indebtedness, and certain events of insolvency.

If any event of default occurs, Axos may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Credit Agreement may become due and payable immediately.

At December 31, 2024, after giving consideration to the Fourth Amendment discussed below, we are in compliance with all financial and other covenants contained in the Credit Agreement.

In connection with our entry into the Credit Agreement, we entered into with B.

Riley (i) a guaranty agreement in favor of (a) Axos, in its capacity as administrative agent under the Credit Agreement, for the ratable benefit of the Secured Parties and (b) such Secured Parties (the "B.

Riley Guaranty") and (ii) a fee and reimbursement agreement, made by B.

Riley and accepted and agreed to by us (the "B.

Riley Fee Agreement").

Riley Guaranty provides for the guarantee of all of our obligations under the Credit Agreement.

Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of our obligations under the Credit Agreement.

Riley Fee Agreement provides, among other things, for an annual fee to be paid to B.

Riley by us in an annual amount equal to 2.00 % of Aggregate Revolving Commitments under the Credit Agreement (or approximately $ 3.0 million) as consideration for B.

Riley’s agreements and commitments under the B.

Riley Guaranty.

We entered into a reimbursement agreement with B.

Riley governing our obligation to reimburse B.

Riley Fee Agreement also requires us to reimburse B.

Riley to the extent the B.

Riley Guaranty is called upon by the agent or lenders under the Reimbursement Agreement.

In November 2022 we executed an amendment to our Reimbursement Agreement with MSD which modified certain financial maintenance covenants for future periods beginning with the fiscal quarter ending on December 31, 2022.

The Fixed Charge Coverage Ratio was amended to 0.55 to 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.

In addition, the interest rates applicable to the Reimbursement Agreement float at a rate per annum are equal to either (i) the base rate plus 9.0 % or (ii) 1 or 3-month reserve-adjusted SOFR plus 10.0 %.

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, we executed an amendment to our Revolving Credit Agreement 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 December 2022, we also deposited $ 10.0 million with PNC for Letter of Credit collateral to enable MSD to reduce their collateral requirement by $ 10.0 million.

In March 2023, we, with certain of our subsidiaries 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.

In May 2023, we entered into Amendment No.

3 to the Revolving Credit Agreement which allowed us to exclude certain expenses from the calculation of EBITDA under the Revolving Credit Agreement, including for purposes of determining compliance with certain financial covenants thereunder.

In June 2023, we entered into Amendment No.

4 to the Revolving Credit Agreement, which increased the limit of aggregate amount of all unrestricted cash and cash equivalents permitted to draw on the Amended Revolving Credit Agreement from $ 30.0 million to $ 40.0 million.

In November 2023, we entered into Amendment No.

3 to the Reimbursement Agreement (the “Third Amended Reimbursement Agreement”), which modified certain financial maintenance covenants for future periods beginning with the fiscal quarter ended on September 30, 2023.

The Fixed Charge Coverage Ratio was amended to 1.05 to 1.0 for the fiscal quarters ending September 30, 2023 and December 31, 2023, 1.15 to 1.0 for the fiscal quarters ending March 31, 2024 and June 30, 2024, 1.05 to 1.0 for the fiscal quarter ending September 30, 2024, 1.1 to 1.0 for the fiscal quarter ending December 31, 2024, and 1.25 to 1.0 for the fiscal quarter ending March 31, 2025 and thereafter.

The Senior Net Leverage Ratio condition to payment of dividends on preferred equity was amended to 1.46 to 1.0 for the fiscal quarter ending September 30, 2023, 1.3 to 1.0 for the fiscal quarter ending December 31, 2023 and 1.25 to 1.0 for all fiscal quarters thereafter.

The Third Amended Reimbursement Agreement also imposes a leverage condition to the payment of dividends on preferred equity, which requires the Company to provide a quality of earnings report and pay a $ 1.0 million fee to MSD prior to paying a dividend for the fiscal quarter ending December 31, 2023.

The Third Amended Reimbursement Agreement also amends the minimum cash flow covenants set forth in the Reimbursement Agreement to $ 10.0 million for the fiscal quarter ending December 31, 2023 and $ 25.0 million for the fiscal year 2024 and each fiscal year thereafter.

The interest rates applicable to the Third Amended Reimbursement Agreement float at a rate per annum equal to SOFR plus 10 % through December 31, 2023, SOFR plus 11 % from January 1, 2024 through June 30, 2024 and will increase by 50 basis points as of the first day of each fiscal quarter thereafter.

The size of the Cash Collateral Facility under the Third Amended Reimbursement Agreement stepped down to $ 100.0 million following the receipt of a PNC consent (as defined in the Third Amended Reimbursement Agreement), and will step down further to $ 90.0 million upon reduction in outstanding letters of credit to $ 90.0 million or less.

In March 2024, we entered into Amendment No.

4 to the Reimbursement Agreement (the "Fourth Amended Reimbursement Agreement"), which modified certain financial maintenance covenants for future periods beginning with the fiscal quarter ended on December 31, 2023.

The Fixed Charge Coverage Ratio was amended to 0.93 to 1.0 for the fiscal quarter ending December 31, 2023, 0.82 to 1.0 for the fiscal quarter ending March 31, 2024, 0.90 to 1.0 for the fiscal quarter ending June 30, 2024, 0.95 to 1.0 for the fiscal quarter ending September 30, 2024, 1.1 to 1.0 for the fiscal quarter ending December 31, 2024, and 1.25 to 1.0 for the fiscal quarter ending March 31, 2025 and thereafter.

The Senior Net Leverage Ratio condition to

payment of any Permitted Restricted Payments, as defined in the Fourth Amended Reimbursement Agreement, was amended to 1.45 to 1.0 for the four quarter fiscal measurement period ending as of December 31, 2023 and 1.25 to 1.0 thereafter.

The Fourth Amended Reimbursement Agreement also amends the minimum cash flow covenants set forth in the Reimbursement Agreement to no less than $ 10.0 million as of December 31, 2023 (for the preceding fiscal quarter), no less than $ 15.0 million as of December 31, 2024 (for the preceding fiscal year), and no less than $ 25.0 million as of December 31 of each fiscal year thereafter.

The Applicable Margin with respect to Delayed Draw Term Loans and Cash Collateral Commitment Fees will increase by an additional 0.50 % on each of April 30, 2024, July 1, 2024, October 1, 2024, January 1, 2025 and April 1, 2025 in each case if the Obligations are in excess of $ 15 million on the applicable date.

As discussed in Note 25, in January 2024, we entered into a new Credit Agreement with Axos Bank.

This agreement substantially replaces the existing Reimbursement Agreement, Revolving Credit Agreement and Letter of Credit Agreement.

Riley, a related party, has provided a guaranty of payment with regard to our obligations under the Credit Agreement.

For further discussion on the new agreement, see Note 25.

Riley Guaranty is called upon by the agent or lenders under the Credit Agreement and requires us to execute a junior secured promissory note with respect to the same within 60 days after the execution of the B.

Riley Fee Agreement (or such other date as B.

Riley may agree to).

On April 30, 2024, we, along with certain subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the First Amendment to Credit Agreement (the "First Amendment").

The First Amendment, among other things, amends the Increased Inventory Period.

In 2024, the Increased Inventory Period commenced on April 30, 2024 and ended on July 31, 2024 and would provide approximately $ 6.0 million additional available borrowings under the Credit Agreement.

On July 3, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the Second Amendment.

Pursuant to the Second Amendment, Axos and the Lenders party to the Credit Agreement consented to the Company’s engagement in the Specified Transactions and agreed that the consummation of any Specified Transaction would not result in an event of default under the Credit Agreement.

As a condition to the foregoing consent and agreements, the Company agreed to apply the net cash proceeds of all three occurrences of the Specified Transactions in the following order, irrespective of the order of consummation of the Specified Transactions:

(i) to the repayment of revolving loans under the Credit Agreement, in an aggregate amount equal to $ 10.0 million (the "Specified Revolver Paydown");

(ii) to the repayment of liabilities in respect of the certain pension plans of the Company and its subsidiaries, in an aggregate amount equal to $ 15.0 million;

(iii) to the repayment of letter of credit borrowings or advances, or if no such amounts are outstanding, to the cash collateralization of existing letter of credit obligations, in an aggregate amount equal to $ 10.0 million;

(iv) to PNC in an amount not exceeding $ 1.6 million in connection with the repayment and/or cash collateralization of certain existing facilities;

(v) to the repayment of revolving loans under the Credit Agreement, in an aggregate amount equal to $ 54.0 million (which amounts may be reborrowed in whole or in part to the extent permitted under the Credit Agreement at such time and may be used for purposes permitted under the Credit Agreement, including for working capital needs);

(vi) to the repayment of the Senior Notes due 2026 or any additional unsecured senior notes issued under the Company’s unsecured notes indenture, in an aggregate amount equal to $ 193.0 million;

and (vii) the remainder to be retained by the Company to finance working capital, capital expenditures and acquisitions and for general corporate purposes (including the payment of fees and expenses).

The Second Amendment further amended the Credit Agreement by sunsetting the option to increase the amounts available to be borrowed based on inventory in the borrowing base under the Credit Agreement following the Specified Revolver Paydown, and extended the maturity date under the agreement from August 30, 2025 to October 31, 2025 in the event that the Indebtedness under any of the Company’s unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement.

The October 31, 2025 maturity date was subsequently extended to November 28, 2025 in the Fourth Amendment to Credit Agreement, as described below.

The maturity date of the Credit Agreement otherwise remains January 18, 2027.

On August 7, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the Third Amendment to the Credit Agreement ("Third Amendment").

The Third Amendment amended the definition of Consolidated Adjusted EBITDA to (i) exclude certain costs incurred in connection with the settlement of the Glatfelter Litigation;

and (ii) add back certain contributions currently required to be made by us or our Subsidiaries to the U.S.

Plan, up to an aggregate maximum of $ 15.0 million.

On November 8, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement and Axos, as administrative agent, entered into the Fourth Amendment.

The Fourth Amendment, among other things:

(i) extends the maturity date from October 31, 2025 to November 28, 2025 in the event that the Indebtedness under any of the Company's unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement (the maturity date otherwise remains January 28, 2027);

(ii) increases the minimum availability amount from $ 2.0 million to $ 5.0 million following the earlier of (a) the receipt by the lenders of any cash proceeds from the SPIG/GMAB disposition or (b) November 15, 2024;

(iii) amends the definition of Cash Dominion Event to mean a continuing event of default or failure of the Company to maintain availability of the lesser of (x) the minimum availability amount and (y) 15 % of the loan cap (previously $ 7.5 million or 15 % of the loan cap);

(iv) amends the definition of Consolidated Adjusted EBITDA to add back certain recoveries from a representations and warranties insurance policy claim related to B&W Solar, up to $ 6.8 million;

and (v) provides that the Letter of Credit sublimit shall be reduced on a dollar-for-dollar basis with any Specified L/C Paydown made pursuant to the Second Amendment.

At December 31, 2024, we had a total of $ 124.4 million outstanding on the Credit Agreement, which includes $ 35.1 million drawn on the revolving credit portion of the facility and $ 89.3 million drawn on the letter of credit portion.

At December 31, 2024, cash collateralizing the letters of credit totaling $ 89.3 million is classified as current Restricted cash given the classification of the Credit Agreement as current.

Other Loans Payable

As of December 31, 2024, we had loans payable of $ 133.7 million, net of debt issuance costs of $ 0.5 million.

Included in these amounts, we had approximately $ 9.3 million, net of debt issuance costs of $ 0.5 million, related to sale-leaseback financing transactions.

The remaining future cash payments related to the sale-leaseback financing transactions for each year ending December 31 are as follows:

Thereafter 12,513

Total minimum liability requirements $ 17,172

Imputed interest ( 7,434 )

Total $ 9,738

At December 31, 2023, we had loans payable of $ 41.6 million, net of debt issuance costs of $ 0.5 million, of which $ 6.2 million is classified as current and $ 35.4 million as long term in the Consolidated Balance Sheets.

Included in these amounts, we had approximately $ 12.3 million, net of debt issuance costs of $ 0.5 million, related to sale-leaseback financing transactions.

Revolving and Letter of Credit Agreements with Axos, PNC and MSD

In June 2021, we entered into the Revolving Credit Agreement with PNC as administrative agent, and the Letter of Credit Agreement, pursuant to which PNC agreed to issue up to $ 110.0 million in letters of credit that were secured in part by cash collateral provided by 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 our subsidiaries as guarantors, pursuant to which we are 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 was drawn to satisfy draws on letters of credit (the "Reimbursement Agreement") and the Debt Facilities.

Our obligations under the Debt Facilities were guaranteed by certain of our existing and future domestic and foreign subsidiaries.

Riley, a related party, provided a guaranty of payment with regard to our obligations under the Reimbursement Agreement.

The Debt Facilities were effectively replaced by the Credit Agreement in January 2024.

The Revolving Credit Agreement was terminated in connection with our entry into the Credit Agreement and we transitioned letters of credit outstanding under the Letter of Credit Agreement and Reimbursement Agreement to the Credit Agreement.

All outstanding letters of credit were transitioned to the Credit Agreement by September 30, 2024, and the Letter of Credit Agreement and Reimbursement Agreement were

We recognized a loss on debt extinguishment of $ 7.3 million in the year ended December 31, 2024 related to the write-off of unamortized deferred financing fees and other costs incurred to exit the Debt Facilities.

A summary of usage of letters of credit under the domestic facilities is as follows.

Due to the timing of the transition of our Letter of Credit Arrangements from PNC and MSD to Axos, balances as of December 31, 2024 are with Axos and balances as of December 31, 2023 are with PNC and MSD.

Letters of credit under domestic facilities:

Performance letters of credit $ 22,701 $ 15,485

Financial letters of credit 18,550 10,905

Total outstanding $ 41,251 $ 26,390

Backstopped letters of credit $ 750 $ 450

Surety backstopped letters of credit $ 15,742 $ 7,129

Letters of credit subject to currency revaluation $ 4,405 $ 4,432

Other Letters of credit, bank guarantees and surety bonds

Certain of our subsidiaries, that are 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, 2023, was $ 39.4 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 $ 21.7 million as of December 31, 2023.

Of the outstanding letters of credit issued under the Letter of Credit Agreement, $ 54.0 million are subject to foreign currency revaluation.

We have posted surety bonds to support contractual obligations to customers relating to certain contracts.

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We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds the underwriters issue in support of some of our contracting activity.

As of December 31, 2023, bonds issued and outstanding under these arrangements in support of our contracts totaled $ 141.7 million.

The aggregate value of the letters of credit backstopping surety bonds was $ 16.8 million.

The following table provides a summary of outstanding letters of credit issued outside of the domestic facilities, and outstanding surety bonds:

Letters of credit under non-domestic facilities $ 3,096 $ 4,131

Surety Bonds $ 177,766 $ 146,402

Our ability to obtain and maintain sufficient capacity under our current debt facilities is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds.

Without sufficient capacity, our ability to support contract security requirements in the future will be diminished.

Other Indebtedness - Loans Payable

As of December 31, 2023, we had Loans payable of $ 41.6 million, net of debt issuance costs of $ 0.5 million, of which $ 6.2 million is classified as current and $ 35.4 million as long-term loans payable in the Consolidated Balance Sheets.

Included in these amounts, we had approximately $ 12.3 million, net of debt issuance costs of $ 0.5 million, related to sale-leaseback financing transactions.

At December 31, 2022, our Denmark subsidiary has an unsecured interest-free loan of $ 0.8 million under a local government loan program related to COVID-19 that was repaid in 2023.

NOTE 16 – CAPITAL STOCK

In May 2022, our stockholders, upon the recommendation of our Board of Directors, approved an amendment to the Babcock & Wilcox Enterprises, Inc 2021 Long-Term Incentive Plan.

In April 2024, we entered into the Sales Agreement with the Agents, in connection with the offer and sale from time to time of shares of our common stock, having an aggregate offering price of up to $ 50.0 million through the Agents (such offering, the "At-the-Market" offering).

As of December 31, 2024 , 5.0 million shares have been sold pursuant to the Sales Agreement, for net proceeds of $ 7.9 million.

In July 2024, we entered into the Registration Rights Agreement with B.

Pursuant to the Registration Rights Agreement, we have agreed to provide B.

Riley with customary demand registration rights for all shares of our common stock they beneficially own, including any common stock issuable upon the exercise of any warrants that may be issued to them under the B.

Riley Fee Agreement, as described in Note 15 to the Consolidated Financial Statements.

In May 2022, our stockholders, upon the recommendation of our 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.

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In addition to the 5,250,000 shares available for award grant purposes under the 2021 Plan as described above, any shares of our 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.

In February 2021, we completed a public offering of our common stock pursuant to the Underwriting Agreement dated February 9, 2021, between us and B.

Riley Securities, Inc., as representative of the underwriters.

At the closing, we issued to the public 29,487,180 shares of our common stock for gross proceeds of $ 172.5 million.

We received net proceeds of $ 163.0 million after deducting underwriting discounts and commissions, but before expenses.

Preferred Stock

In May 2021, we completed a public offering of our 7.75 % Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock") pursuant to an underwriting agreement between us and B.

Riley Securities, Inc.

At the closing, we issued to the public 4,444,700 shares of our Preferred Stock, at an offering price of $ 25.00 per share for net proceeds of $ 106.4 million after deducting underwriting discounts and commissions, but before expenses.

The Preferred Stock has a par value of $ 0.01 per share, is perpetual and not subject to mandatory redemption or any sinking fund.

The Preferred Stock has a cumulative cash dividend, when and if declared by our Board of Directors, at a rate of 7.75 % (equivalent to $ 1.9375 ) per year on the liquidation preference amount of $ 25.00 per share and is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year.

In June 2021, we entered into an exchange agreement with B.

Riley, pursuant to which we (i) issued B.

Riley 2,916,880 shares of our 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 our prior A&R Credit Agreement.

In July 2021, we entered into a sales agreement with B.

Riley Securities, Inc., for the sale of additional shares of Preferred Stock, from time to time, up to an aggregate amount of $ 76.0 million of Preferred Stock.

The Preferred Stock has the same terms and CUSIP number and is fungible with the Preferred Stock issued during May 2021.

During 2021, we sold $ 0.3 million shares, or $ 7.7 million aggregate principal amount of Preferred Stock for $ 7.7 million net proceeds under this sales agreement.

The Preferred Stock ranks, as to dividend rights and rights as to the distribution of assets upon our liquidation, dissolution or winding-up:

(1) senior to all classes or series of our common stock and to all other capital stock issued by it expressly designated as ranking junior to the Preferred Stock;

(2) on parity with any future class or series of our capital stock expressly designated as ranking on parity with the Preferred Stock;

(3) junior to any future class or series of our capital stock expressly designated as ranking senior to the Preferred Stock;

and (4) junior to all of our existing and future indebtedness.

During the twelve months ending December 31, 2024, our Board of Directors approved dividends tota ling $ 14.9 million t o holders of the Preferred Stock .

There were no cumulative undeclared dividends of the Preferred Stock at December 31, 2023, and all declared dividends have been paid as of January 2, 2024.

NOTE 17– ACCUMULATED OTHER COMPREHENSIVE LOSS

Gains and losses deferred in 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 December 31, 2023, 2022, and 2021 were as follows:

(in thousands) Currency translation

loss Net unrecognized loss

related to benefit plans

(net of tax) Total

Balance at December 31, 2020 $ ( 47,575 ) $ ( 4,815 ) $ ( 52,390 )

Other comprehensive income before reclassifications ( 3,412 ) 676 ( 2,736 )

Amounts reclassified from AOCI to net income ( 4,512 ) 816 ( 3,696 )

Net other comprehensive income ( 7,924 ) 1,492 ( 6,432 )

Balance at December 31, 2021 $ ( 55,499 ) $ ( 3,323 ) $ ( 58,822 )

Other comprehensive loss before reclassifications ( 14,834 ) — ( 14,834 )

Amounts reclassified from AOCI to net income — 870 870

Net other comprehensive income (loss) ( 14,834 ) 870 ( 13,964 )

Balance at December 31, 2022 $ ( 70,333 ) $ ( 2,453 ) $ ( 72,786 )

Other comprehensive income before reclassifications 5,555 — 5,555

Amounts reclassified from AOCI to net income — 870 870

Net other comprehensive income 5,555 870 6,425

Balance at December 31, 2023 $ ( 64,778 ) $ ( 1,583 ) $ ( 66,361 )

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,

2023 2022 2021

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 ) ( 870 ) ( 816 )

Net (loss) income $ ( 870 ) $ ( 870 ) $ 3,696

There were no cumulative undeclared dividends of the Preferred Stock at December 31, 2024, and all declared dividends have been paid as of December 31, 2024.

NOTE 17 – INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION

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Senior notes $ 25,512 $ 25,601 $ 24,962

Last Out Term Loans — — 4,349

Revolving Credit Facility 1,494 — 1,416

Credit Facility 4,892 1,494 —

30,404 27,095 24,962

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Deferred fees on Senior notes 2,606 2,525 2,612

Revolving Credit Facility - deferred financing fees and commitment fees — — 5,995

8,755 7,168 7,012

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Reinsurance reserve requirements 2,024 380 447

Restricted foreign accounts — —

Project indemnity collateral (1)

12,878 — 5,723

Bank guarantee collateral — 1,823 2,072

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Escrow for long-term project (4)

42 297 11,397

Restricted cash and cash equivalents 104,209 6,034 36,732

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$ 131,064 $ 71,369 $ 113,460

(1) We released $ 5.7 million in project indemnity restricted cash collateral for a letter of credit agreement in 2023.

(1) We released $ 5.7 million in project indemnity restricted cash collateral for the Letter of Credit Agreement in 2023.

(2) We paid an additional $ 10.0 million in December, 2022 for letter of credit collateral which is reflected in Long-term restricted cash in the Consolidated Balance Sheets.

This amount was released in 2023 in association with our refinancing with PNC.

(3) The purchase price for 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 in the Consolidated Balance Shee ts.

The hold-back is being held in escrow for potential payment of up to the maximum amount twenty-four months from the February 1, 2022 date of acquisition if the conditions are met.

We paid $ 2.9 million of this holdback during 2023, and the remaining amount in February 2024.

(3) The purchase price for FPS was $ 59.2 million, including a hold-back of $ 5.9 million .

(4) In January 2022, we funded $ 11.4 million in an escrow account as security to ensure project performance.

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There were no stock options awarded in 2024.

The following table summarizes activity for outstanding stock options for the year ended December 31, 2023:

(share data in thousands) Number of shares Weighted-average

exercise price Weighted-average

contractual term

(in years) Aggregate

intrinsic value

(in thousands)

Outstanding at beginning of period 287 $ 102.96

Exercised — —

Cancelled/expired/forfeited ( 4 ) 73.88

Outstanding at end of period 283 $ 103.34 2.37 $ —

Exercisable at end of period 283 $ 103.34 2.37 $ —

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, 2023.

The intrinsic value is calculated as the total number of option shares multiplied by the difference between the closing price of our 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 our common stock.

If zero is shown, the closing price of our common stock at December 31, 2023 is lower than the exercise price for all options.

As of December 31, 2024, there were 0.1 million shares outstanding and exercisable, at a weighted average exercise price of $ 70.45 and $ 70.44 , respectively, and a weighted average remaining contractual term of 2.4 years.

Restricted stock units

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Non-vested at beginning of period 760 $ 6.70

Exercised — —

Cancelled/forfeited ( 165 ) 6.70

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NOTE 19 – INCOME TAXES

(Loss) income from continuing operations before income tax expense (benefit) is comprised of the following:

( Loss) income from continuing operations before income tax expense is comprised of the following:

Year ended December 31,

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Other than the United States 16,627 16,870 ( 5,148 )

(Loss) income from continuing operations before income tax expense (benefit) $ ( 70,152 ) $ ( 8,929 ) $ 27,285

Loss from continuing operations before income tax expense

$ ( 60,790 ) $ ( 65,976 ) $ ( 5,115 )

Significant components of the provision for income taxes from continuing operations are as follows:

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Total current provision 8,212 9,884 4,604

State (1) (2)

3,583 125 164

2,797 ( 162 ) 5,629

Foreign ( 2,420 ) ( 29 ) ( 1,326 )

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Provision for income taxes $ 12,172 $ 9,818 $ 9,071

(1) The 2021 amount reflects an $ 8.7 million 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.

(1) 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.

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Valuation allowances 14,540 14,219 2,416

Effect of DPMH sale

— — ( 1,090 )

Unrecognized tax benefits — 278 10

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Change in indefinite reinvestment assertion 2,432 — 163

Disallowed interest deductions — — 1,010

Return to provision and prior year true-up 2,223 4,288 1,971

Other 1,248 293 ( 37 )

Income tax expense (benefit)

$ 8,481 $ 11,059 $ ( 2,028 )

Income tax expense $ 12,172 $ 9,818 $ 9,071

Deferred income taxes reflect the tax effects of differences between the financial and tax bases of assets and liabilities.

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Deferred tax liabilities:

Pension liability $ ( 2,456 ) $ ( 4,986 )

Property, plant and equipment ( 1,886 ) ( 2,912 )

Right-of-use assets ( 16,262 ) ( 13,112 )

Long-term contracts — ( 102 )

Unremitted earnings ( 3,943 ) ( 1,511 )

Intangibles ( 11,534 ) ( 12,706 )

Other ( 402 ) ( 1,273 )

Total deferred tax liabilities ( 36,483 ) ( 36,602 )

Net deferred tax liabilities $ ( 10,987 ) $ ( 8,114 )

At December 31, 2023 we have foreign NOL carryforward deferred tax assets ("DTA s ") of approximately $ 357.4 million available to offset future taxable income in certain foreign jurisdictions.

At December 31, 2024 we have foreign NOL carryforward DTAs of approximately $ 293.4 million available to offset future taxable income in certain foreign jurisdictions.

Of these foreign NOL carryforwards, $ 99.0 million do not expire.

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Deferred tax assets are evaluated for realizability under ASC 740, considering all positive and negative evidence.

At December 31, 2023, our weighting of positive and negative evidence included an assessment of 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.

At December 31, 2024, our weighting of positive and negative evidence included an assessment of 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.

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Charges to costs and expenses 30,734 ( 28,125 )

( 28,197 ) ( 14,131 )

Charges to other accounts 4,994 ( 2,597 )

Balance at end of period $ ( 499,991 ) $ ( 535,719 )

(1) Includes $14.5 million from loss on continuing operations and $13.7 million from loss on discontinued operations.

Sections 382 and 383 of the IRC limits, for U.S.

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Undistributed earnings of certain foreign subsidiaries amounted to approximately $ 169.3 million.

We no longer intend to assert indefinite reinvestment with respect to withholding taxes of $ 1.5 million that could be assessed on the repatriation of $ 13.3 million in undistributed earnings.

We continue to assert indefinite reinvestment in the remaining $ 171.5 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, we would be subject to withholding taxes payable to various foreign countries.

We expect to take the 100% dividends received deduction to offset any US federal taxable income on the undistributed earnings.

Withholding taxes of approximately $ 2.7 million would be payable upon remittance of these previously unremitted earnings.

We no longer intend to assert indefinite reinvestment with respect to all of the undistributed earnings in foreign subsidiaries.

We have recognized a deferred tax liability in the amount of $ 3.9 million.

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.

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Decreases based on tax positions taken in prior years — ( 9 ) —

CTA/Translation 1,142 ( 2,052 ) ( 2,807 )

Decreases due to lapse of applicable statute of limitation ( 512 ) — —

Currency translation adjustments ( 1,951 ) 1,142 ( 2,052 )

Balance at end of period $ 34,866 $ 37,329 $ 36,196

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Litigation Relating to Boiler Installation and Supply Contract

On December 27, 2019, a complaint was filed against us by P.H.

Glatfelter Company (“Glatfelter”) in the United States District Court for the Middle District of Pennsylvania, Case No.

On December 27, 2019, a complaint was filed against us by 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.

The complaint alleged damages in excess of $ 58.9 million.

On March 16, 2020 we filed a motion to dismiss, and on December 14, 2020 the court issued its order dismissing the fraud and negligent misrepresentation claims.

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On June 21, 2023, the court granted our motion in part, dismissing Glatfelter’s promissory estoppel and unjust enrichment claims, dismissing Babcock & Wilcox Enterprises, Inc.

entirely (Glatfelter's remaining claim is asserted against The Babcock & Wilcox Company), and finding that 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), and denied Glatfelter’s motion for summary judgment.

The case is set for trial in March 2024.

We intend to continue to vigorously litigate the action.

However, given the uncertainty inherent in the litigation, it is too early to determine if the outcome of the Glatfelter Litigation will have a material adverse impact on our consolidated financial position, results of operations or cash flows.

Stockholder Derivative and Class Action Litigation

On April 14, 2020, a putative B&W stockholder (“Plaintiff”) filed a derivative and class action complaint against certain of our directors (current and former), executives and significant stockholders (collectively, “Defendants”) and B&W (as a nominal defendant).

The action was filed in the Delaware Court of Chancery and is captioned Parker v.

Avril, et al., C.A.

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 B&W 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 B&W.

Of the total settlement amount, B&W 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 our shareholders, 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 B&W 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 B&W.

On July 14, 2023, the Court issued an order approving the settlement as fair and reasonable and in the best interests of the Plaintiff, the certified class, B&W, and our stockholders and entered the order and final judgment dismissing the case with prejudice.

The settlement resolved 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.

entirely (Glatfelter's remaining claim is asserted against The Babcock & Wilcox Company), and finding that Plaintiffs’ claims for damages will be subject to the contractual cap on liability, and denied Glatfelter’s motion for summary judgment.

On August 8, 2024, we and Glatfelter entered into a settlement agreement to resolve the Glatfelter Litigation (the "Glatfelter Settlement Agreement").

Pursuant to the Glatfelter Settlement Agreement, we agreed to pay Glatfelter a total sum of $ 6.5 million (the "Settlement Amount"), to be paid in six consecutive monthly installments that began on September 3, 2024.

The Settlement Amount is subject to a letter of credit backstopping the payments and contains customary confidentiality and non-disparagement provisions.

The remaining amount to be paid is accrued and reflected in Other accrued liabilities in the Consolidated Balance Sheets at December 31, 2024.

Russian Invasion of Ukraine

We do not currently have contracts directly with Russian entities or businesses and currently do not conduct business in Russia directly.

We believe that our only involvement with Russia, or Russian entities, involves sales of products by a wholly-owned Italian subsidiary to non-Russian counterparties who may resell our products to Russian entities or perform services in Russia using our products.

We have 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 our subsidiary’s rights and responsibilities under the contracts and could result in potential losses.

We utilize a restricted party screening process completed by a third party to monitor compliance with applicable trade restrictions, including those trade restrictions implemented in response to the Russian invasion of Ukraine.

Due to the nature of our business, from time to time, we are involved in routine litigation or subject to disputes or claims related to our business activities, including, among other things:

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Based on prior experience, except as disclosed above, we do not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

NOTE 21 – ACCUMULATED OTHER COMPREHENSIVE LOSS

Gains and losses deferred in 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 December 31, 2024, 2023, and 2022 were as follows:

(in thousands) Currency translation

loss Net unrecognized loss

related to benefit plans

(net of tax) Total

Balance at December 31, 2021 $ ( 55,499 ) $ ( 3,323 ) $ ( 58,822 )

Other comprehensive income before reclassifications ( 14,834 ) — ( 14,834 )

Amounts reclassified from AOCI to net income — 870 870

Net other comprehensive income ( 14,834 ) 870 ( 13,964 )

Balance at December 31, 2022 $ ( 70,333 ) $ ( 2,453 ) $ ( 72,786 )

Other comprehensive loss before reclassifications 5,555 — 5,555

Amounts reclassified from AOCI to net income — 870 870

Net other comprehensive income (loss) 5,555 870 6,425

Balance at December 31, 2023 $ ( 64,778 ) $ ( 1,583 ) $ ( 66,361 )

Other comprehensive income before reclassifications ( 9,459 ) — ( 9,459 )

Amounts reclassified from AOCI to net income ( 11,250 ) 410 ( 10,840 )

Net other comprehensive income ( 20,709 ) 410 ( 20,299 )

Balance at December 31, 2024 $ ( 85,487 ) $ ( 1,173 ) $ ( 86,660 )

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,

2024 2023 2022

Release of currency translation adjustment with the sale of business Income from discontinued operations $ 11,250 $ — $ —

Pension and post retirement adjustments, net of tax Benefit plans, net ( 410 ) ( 870 ) ( 870 )

$ 10,840 $ ( 870 ) $ ( 870 )

NOTE 22 – FAIR VALUE MEASUREMENTS

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Available-For-Sale Debt Securities

(in thousands)

December 31, 2023 Level 1 Level 2

(in thousands) December 31, 2024 Level 1 Level 2

Corporate notes and bonds $ 5,196 $ 5,196 $ —

Mutual funds 3 — 3

United States government and agency securities 1,598 1,598 —

Total fair value of available-for-sale securities $ 6,794 $ 6,794 $ —

(in thousands)

December 31, 2022 Level 1 Level 2

(in thousands) December 31, 2023 Level 1 Level 2

Corporate notes and bonds $ 3,144 $ 3,144 $ —

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Our investments in available-for-sale debt securities are presented in Other assets in the Consolidated Balance Sheets with contractual maturities ranging from 0 - 5 years.

See Note 14 above for a discussion of our senior notes.

See Note 15 above in the Consolidated Financial Statements for a discussion of our senior notes.

The fair value of the senior notes is based on readily available quoted market prices as of December 31, 2024.

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We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments:

◦ Cash and cash equivalents and Restricted cash and cash equivalents .

The carrying amounts that have been reported in the accompanying Consolidated Balance Sheets for Cash and cash equivalents and Restricted cash and cash equivalents approximate their fair values due to their highly liquid nature.

◦ Cash and cash equivalents and Restricted cash .

The carrying amounts that have been reported in the accompanying Consolidated Balance Sheets for Cash and cash equivalents and Restricted cash approximate their fair values due to their highly liquid nature.

◦ Revolving debt .

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Where quoted prices are not available, we base the fair value 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 Revolving Debt approximated its carrying amount at December 31, 2023.

The fair value of the Revolving Debt was approximately $ 4 million less than its carrying amount at December 31, 2024.

NOTE 23 – RELATED PARTY TRANSACTIONS

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Riley with respect to certain future issuances of our equity securities.

As described in Note 25, in January 2024 in connection with the our entry into the Axos Credit Agreement, we entered into a guaranty agreement and a fee and reimbursement agreement with B.

As described in Note 15 to the Consolidated Financial Statements, in connection with our entry into the Credit Agreement in January 2024, we entered into a guaranty agreement and a fee and reimbursement agreement with B.

Riley Guaranty provides for the guarantee of all of our obligations under the Credit Agreement.

Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of our obligations under the Credit Agreement.

Riley Fee Agreement provides, among other things, for us to pay an annual fee to B.

Riley equal to 2.0 % of Aggregate Revolving Commitments under the Credit Agreement (or approximately $ 3.0 million) as consideration for B.

Riley’s agreements and commitments under the B.

Riley Guaranty.

Riley Fee Agreement also requires us to reimburse B.

Riley to the extent the B.

Riley Fee Agreement (or such other date as B.

Riley may agree to).

As described in Note 16 to the Consolidated Financial Statements, in April 2024, we entered into the Sales Agreement with B.

Riley, among others, in connection with the offer and sale from time to time of shares of our common stock.

Riley is entitled to compensation equal to 3.0 % of the gross proceeds from each sale of the shares sold through it as the designated Agent.

We entered into an agreement with BRPI Executive Consulting, LLC, an affiliate of B.

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Subject to the achievement of certain performance objectives as determined by the Compensation Committee of our Board of Directors, a bonus or bonuses may also be earned and payable to BRPI Executive Consulting, LLC.

As described in Note 21, in June 2022, after pursuing private mediation, the parties to the Stockholder Litigation reached a settlement agreement that was approved by the court in July 2023 which included a $ 9.5 million settlement amount, under which we paid $ 4.75 million on behalf of B.

Riley 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 customary settlement costs and expenses, will be paid to our shareholders, excluding any Defendant in the Stockholder Litigation.

In July 2022, BRF Investments, LLC, an affiliate of B.

Riley, exercised 1,541,667 warrants to purchase 1,541,666 shares of our common stock at a price per share of $ 0.01 pursuant to the terms of the warrant agreement between us and B.

Riley dated July 23, 2019 .

In July 2022, we participated in the sale process of Hamon Holdings in which B.

Riley Securities, Inc, an affiliate of B.

Riley, was 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.

We were a successful bidder for the assets of one of those subsidiaries, Hamon, a major provider of air pollution control technology, for approximately $ 2.9 million.

In December 2021, B.

Riley entered into a General Agreement of Indemnity (the "Indemnity Agreement"), between us and AXA-XL 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 result of providing a payment and performance bond in an aggregate amount not to exceed € 30.0 million in connection with our proposed performance on a specified project.

In consideration of B.

Riley's execution of the Indemnity Agreement we 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.

In December 2021, the public offering of our 6.50 % Senior Notes, as described in Note 15, was conducted pursuant to an underwriting agreement between us and B.

Riley Securities, Inc., an affiliate of B.

Riley, as representative of several underwriters.

The underwriters also elected to exercise their overallotment option for an additional $ 11.4 million in aggregate principal amount of the 6.50 % Senior Notes.

Riley Securities, Inc.

a total of $ 6.0 million for underwriting fees and other transaction cost related to the 6.50 % Senior Notes offering and overallotment option.

In June 2021, we entered into new Debt Facilities, as described in Note 15 .

In connection with the entry into the Debt Facilities, B.

Riley provided a guaranty of payment with regard to our obligations under the Reimbursement Agreement, as described in Note 15 .

Under a fee letter with B.

Riley, we are obligated to pay B.

Riley $ 0.9 million per annum in connection with the B.

Riley Guaranty.

In May 2021, the public offering of our 7.75 % Series A Cumulative Perpetual Preferred Stock ("Preferred Stock"), as described in Note 16, was conducted pursuant to an underwriting agreement between us and B.

Riley Securities, Inc., an affiliate of B.

Riley, as representative of several underwriters.

At the closing date in May 2021, we paid B.

Riley Securities, Inc.

$ 4.3 million for underwriting fees and other transaction costs related to the Preferred Stock offering.

In May 2021, we completed the additional sale of 444,700 shares of our Preferred Stock, related to the grant to the underwriters, as described i n Note 16, and paid B.

Riley Securities, Inc., an affiliate of B.

Riley, $ 0.4 million for underwriting fees in conjunction with the transaction.

In June 2021, we issued 2,916,880 shares of our 7.75 % Series A Cumulative Perpetual Preferred Stock and paid $ 0.4 million in cash due to B.

Riley, 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 16.

In July 2021, we entered into a sales agreement with B.

Riley Securities, Inc., an affiliate of B.

Riley, pursuant to which we may sell, from time to time, up to an aggregate principal amount of $ 76.0 million of our Preferred Stock to or through B.

Riley Securities, Inc., as described in Note 14 .

We have paid B.

Riley Securities, Inc.

$ 0.2 million for underwriting fees and other transaction costs related to the offering.

In February 2021, the public offering of our 8.125 % Senior Notes, as described in Note 15, was conducted pursuant to an Underwriting agreement between us and B.

Riley Securities, Inc., an affiliate of B.

Riley, as representative of several underwriters.

At the closing date, we paid B.

Riley Securities, Inc.

$ 5.2 million for underwriting fees and other transaction costs related to the 8.125 % Senior Notes offering.

In February 2021, we entered into an Exchange Agreement with B.

Riley 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 , as described in Note 15 .

In March 2021, we entered into a sales agreement with B.

Riley Securities, Inc., an affiliate of B.

Riley, pursuant to which we 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 15 .

W e have paid B.

Riley Securities, Inc.

a total of $ 0.5 million for underwriting fees and other transaction costs related to the sales agreement.

In February 2021, the public offering of our common stock, as described in Note 16, was conducted pursuant to an underwriting agreement between us and B.

Riley Securities, Inc., an affiliate of B.

Riley, as representative of the several

underwriters.

Riley Securities, Inc.

$ 9.5 million for underwriting fees and other transaction costs related to the offering.

In November 2020, we 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 net proceeds of $ 4.5 million.

NOTE 24 – ACQUISITIONS AND DIVESTITURES

In September 2024, we came to an agreement with BRPI Executive Consulting, LLC to terminate the agreement to retain the services of Mr.

Kenneth Young effective immediately and concurrently entered into a direct arrangement with Mr.

Kenneth Young.

We paid $ 0.4 million in the year ended December 31, 2024 to BRPI Executive Consulting, LLC.

We entered into an Advisory Services Agreement with B.

Riley on December 12, 2024 to provide financial advisory services to the Company relating to the Company's evaluation of debt financing alternatives.

Under this agreement, payments are a cash fee equal to 1.75 % of the total financing value, due and payable immediately upon the closing of each debt financing.

Transactions with Board of Directors

We entered into a Consultant Agreement with Henry E.

Bartoli, a member of our Board of Directors, dated November 5, 2020.

On November 26, 2024, we entered into a third amendment to the Bartoli Consulting Agreement that extends the term through December 1, 2025, subject to earlier termination by either party as provided in the Bartoli Consulting Agreement.

NOTE 24 – ACQUISITIONS

Fossil Power Systems

In February 2022, we acquired 100 % ownership of FPS for approximately $ 59.2 million.

The consideration paid included a hold-back of $ 5.9 million, payable twenty-four months from the date of the acquisition if certain conditions of the purchase agreement are met and is recorded on the Consolidated Balance Sheets in Restricted cash and cash equivalents and Other accrued liabilities.

Of the $ 5.9 million hold-back, $ 2.8 million was paid during the year ended December 31, 2023.

The consideration paid included a hold-back of $ 5.9 million, payable twenty-four months from the date of the acquisition if certain conditions of the purchase agreement were met and is recorded on the 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 ignitors, plant controls and safety systems based in Dartmouth, Nova Scotia, Canada and is reported as part of the B&W Thermal segment.

We finalized the purchase price allocation during the first quarter of 2023 using the discounted cash flow method for the assets acquired and liabilities assumed.

The impact of the finalization was immaterial.

In February 2022, we acquired 100 % ownership of B&W Chanute for approximately $ 19.2 million.

1 unchanged sentence

B&W Chanute is reported as part of the B&W Thermal segment.

We finalized the purchase price allocation during the first quarter of 2023 using the discounted cash flow method for the assets acquired and liabilities assumed.

The impact of the finalization was immaterial.

In July 2022, we acquired certain assets of Hamon Holdings through a competitive sale process, in which B.

1 unchanged sentence

was Hamon Holding's investment banker and advisor through a Chapter 11 363 Asset Sale.

We were the successful bidder for certain assets of one of those subsidiaries, Hamon, a major provider of air pollution control technology, for approximately $ 2.9 million.

In June 2022, we sold development rights related to a future renewable energy project for $ 8.0 million.

In conjunction with the sale, we recognized a $ 6.2 million gain on sale.

We have $ 5.1 million in outstanding receivables related to the transaction recorded within Accounts receivable – other in the Consolidated Balance Sheets at December 31, 2023.

Certain real property assets for the Lancaster, Ohio location were sold in August 2021 for $ 18.9 million.

We 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, we executed a leaseback agreement commencing which expires on August 31, 2041.

Certain real property assets at the Copley, Ohio location were sold in March 2021 for $ 4.0 million.

We 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 which expires on March 31, 2033.

In March 2021, we sold all of the issued and outstanding capital stock of Diamond Power Machine (Hubei) Co., Inc, for $ 2.8 million.

We received $ 2.0 million in gross proceeds before expenses and recorded an $ 0.8 million favorable contract asset that was amortized through December 31, 2023.

We were the successful bidder for certain assets of one of those subsidiaries, Hamon, which was a major provider of air pollution control technology, for approximately $ 2.9 million.

NOTE 25 – SUBSEQUENT EVENT

We entered into a credit agreement on January 18, 2024, with certain of our subsidiaries as guarantors, the lenders party thereto from time to time and Axos Bank ("Axos"), as administrative agent, swingline lender and letter of credit issuer (the "Credit Agreement").

The Credit Agreement provides for an up to $ 150.0 million asset-based revolving credit facility (with availability subject to a borrowing base calculation) ("Credit Facility"), including a $ 100.0 million letter of credit sublimit.

Our obligations under the Credit Agreement are guaranteed by certain of our domestic and foreign subsidiaries.

Riley has provided a guaranty of payment with regard to our obligations under the Credit Agreement, as further described below.

We expect to use the proceeds and letter of credit availability under the Credit Agreement to (i) pay off our current revolving credit facility with PNC, (ii) provide for working capital needs, (iii) provide cash collateral to secure letters of credit to be issued under the Credit Agreement, and (iv) provide for general corporate purposes.

The Credit Agreement has a maturity date of (i) January 18, 2027, or (ii) if our 8.125 % Senior Notes and 6.50 % Senior Notes are not refinanced by August 30, 2025 or the maturity date has not otherwise been extended to a date at least 6 months beyond the Credit Facility maturity, August 30, 2025.

The interest rates applicable under the Credit Agreement are:

(ii) with respect to Base Rate Loans, the greater of (a) the Federal Funds Rate plus 2.00 % plus the Applicable Margin, (b) the prime rate as designated by Axos plus the Applicable Margin, and (c) Daily Simple SOFR plus 1.00 % plus the Applicable Margin;

and (iii) with respect to the default rate under the Credit Agreement, the then-existing interest rate plus 2.00 %.

In connection with the Credit Agreement, we are required to pay (i) an origination fee equal to $ 1.5 million, (ii) a commitment fee equal to 0.50 % per annum multiplied by the positive difference by which the Aggregate Revolving Commitments exceed the Total Revolving Outstandings, subject to adjustment, (iii) a facility fee equal to the Applicable Margin for SOFR Loans multiplied by the positive difference by which the actual daily amount of L/C Obligations the Administrative Agent is then holding Specified Cash Collateral exceeds the actual daily Outstanding Amount of Revolving Loans, and (iv) a collateral monitoring fee of $ 1,000 per month.

We are permitted to prepay all or any portion of the loans under the Credit Agreement prior to maturity subject to the payment of an early termination fee.

The Credit Agreement requires mandatory prepayments under certain circumstances, including in the event of an over-advance.

The obligations under the Credit Agreement are secured by substantially all assets of B&W and each of the guarantors, in each case subject to intercreditor arrangements.

The Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings.

In connection with the our entry into the Credit Agreement, we entered into with B.

Riley Guaranty”) and (ii) a fee and reimbursement agreement, made by B.

Riley and accepted and agreed to by the Company (the “B.

Riley Fee Agreement”).

Riley Guaranty provides for the guarantee of all of our obligations under the Credit Agreement.

Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of our obligations under the Credit Agreement.

Riley Fee Agreement provides, among other things, for an annual fee to be paid to B.

Riley by us in an annual amount equal to 2.00 % of Aggregate Revolving Commitments under the Credit Agreement (or approximately $ 3 million) as consideration for B.

Riley’s agreements and commitments under the B.

Riley Guaranty.

Riley Fee Agreement also requires us to reimburse B.

Riley to the extent the B.

Riley Guaranty is called upon by the agent or lenders under the Credit Agreement and requires

us to execute a junior secured promissory note with respect to the same within 60 days after the execution of the B.

Riley Fee Agreement (or such other date as B.

Riley may agree to).

On March 15 2024, we entered into Amendment No.

The Senior Net Leverage Ratio condition to payment of any Permitted Restricted Payments, as defined in the Fourth Amended Reimbursement Agreement, was amended to 1.45 to 1.0 for the four quarter fiscal measurement period ending as of December 31, 2023 and 1.25 to 1.0 thereafter.

Sales of Common Stock

We sold 3.3 million shares of our common stock pursuant to the Sales Agreement, described in Note 16 to the Consolidated Financial Statements, between January 1, 2025 and February 13, 2025 for net proceeds of $ 5.2 million.

Fifth Amendment to Credit Agreement

On February 28, 2025, the Company with certain subsidiaries of the Company as guarantors, the lenders party to the Credit Agreement and Axos, as administrative agent, entered into the Waiver and Fifth Amendment to the Credit Agreement (the "Fifth Amendment").

In addition, in connection with the Fifth Amendment, the PBGC, Axos, and the second lien holder entered into a lien subordination agreement governing, among other things, the subordination of liens, the provision of enforcement rights, and the application of proceeds.

Sixth Amendment to Credit Agreement

On March 25, 2025, the Company with certain subsidiaries of the Company as guarantors, the lenders party to the Credit Agreement and Axos, as administrative agent, entered into the Sixth Amendment to the Credit Agreement.

The Sixth Amendment, among other things:

(i) authorizes 2025 Specified Dispositions subject to satisfaction of the conditions under the agreement;

(ii) increased the inventory valuation percentage as part of the Borrowing Base calculation;

(iii) lowers the minimum liquidity covenant level to $ 20.0 million;

and (iv) acknowledges the Annual Report may be qualified as a going concern opinion for the year ended December 31, 2024.

BrightLoop TM West Virginia Facility

In March 2025, we consummated an arrangement with the State of West Virginia to fund up to $ 10 million for the development of a BrightLoop TM hydrogen production and carbon capture facility in Mason County, West Virginia, of which $ 10 million will be provided by the State of West Virginia as we achieve certain milestones over the life of the project.

We expect to be fully forgiven for repayment as long as certain local employment conditions are met.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk