Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk from changes in interest rates relates primarily to our cash equivalents and our investment portfolio, which primarily consists of investments in U.S. government obligations and highly liquid money market instruments denominated in U.S. dollars. We are averse to principal loss and seek to ensure the safety and preservation of our invested funds by limiting default risk, market risk and reinvestment risk. Our investments are classified as available-for-sale.
49
We have operations in many foreign locations, and our financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in those foreign markets since the functional currency of our foreign entities is not the U.S. dollar. Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Our primary foreign currency exposures are Danish krone, British pound, Euro, Canadian dollar, Mexican peso, and Chinese yuan. If the balances of these intercompany loans as of December 31, 2024 were to remain constant, a 100-basis point change in foreign currency exchange rates would impact our earnings by an estimated $0.2 million per year.
ITEM 8. Consolidated Financial Statements and Supplemental Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Babcock & Wilcox Enterprises, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Babcock & Wilcox Enterprises, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 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
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures
50
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
Critical Audit Matter Description
The Company recognizes fixed price long-term contract revenue over the contract term (“over time”) as the work progresses, either as products are produced or as services are rendered, because transfer of control to the customer over time. Substantially all of the Company’s fixed price long-term contracts represent a single performance obligation as the interdependent nature of the goods and services provided prevents them from being separately identifiable within the contract. Revenue recognized over time primarily relates to customized, engineered solutions and construction services from all three of the Company’s segments. Typically, revenue is recognized over time using the cost-to-cost input method that uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company’s performance obligations. The accounting for these contracts involves judgment, particularly as it relates to the process of estimating total costs and profit for the performance obligation. Revenue from fixed price long term contracts for products and services transferred to customers over time accounted for 77% of Company revenue for the year ended December 31, 2024.
We identified revenue on certain fixed price long-term contracts as a critical audit matter because of the judgments necessary for management to estimate total costs and profit for the performance obligations used to recognize revenue for fixed price long-term contracts. This required extensive audit effort due to the complexity of fixed price long-term contracts and required a high degree of auditor judgment when performing audit procedures to audit management’s estimates of total costs and profit and evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates of total costs and profit for the performance obligations used to recognize revenue for certain fixed price long-term contracts included the following, among others:
– We 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.
– Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.
– Tested management’s identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were highly interdependent and interrelated.
– Tested the accuracy and completeness of the costs incurred to date for the performance obligation.
– With the assistance of our capital projects specialists we evaluated the estimates of total cost and profit for the performance obligation by:
– Comparing costs incurred to date to the costs which management estimated to be incurred to date.
– Evaluating management’s ability to achieve the estimates of total cost and profit by performing corroborating inquiries with the Company’s project managers and engineers, and comparing the estimates to management’s work plans, engineering specifications, and supplier contracts, if applicable.
51
– Comparing management’s estimates for the selected contracts to costs and profits of similar performance obligations, when applicable.
– Performing multiple live project site visits.
– Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.
– Tested management’s retrospective review of each contract’s revenue to determine whether revenue is accurately recognized during the period under audit.
– Evaluated the Company’s disclosures related to revenue recognition and contracts to assess their conformity with the applicable accounting standards.
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
Cleveland, Ohio
March 31, 2025
We have served as the Company's auditor since 2014.
52
BABCOCK & WILCOX ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
(in thousands, except per share amounts) 2024 2023 2022
Revenues $ 717,333 $ 727,315 $ 609,437
Costs and expenses:
Cost of operations 540,308 550,613 464,302
Selling, general and administrative expenses 141,476 150,147 152,697
Restructuring activities 1,296 2,619 ( 205 )
Research and development costs
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 (loss)
25,084 16,605 ( 1,154 )
Other (expense) income:
Interest expense ( 46,146 ) ( 42,571 ) ( 39,797 )
Interest income 814 1,085 586
Loss on debt extinguishment ( 7,267 ) — —
Benefit plans, net ( 31,937 ) ( 37,505 ) 37,528
Foreign exchange ( 109 ) ( 2,594 ) ( 1,025 )
Other expense, net
( 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 )
Net loss
( 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 )
Less: Dividends on Series A preferred stock 14,859 14,858 14,860
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 )
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.
53
BABCOCK & WILCOX ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Year ended December 31,
(in thousands) 2024 2023 2022
Net loss
$ ( 59,779 ) $ ( 196,971 ) $ ( 26,584 )
Other comprehensive (loss) income:
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) income
( 20,299 ) 6,425 ( 13,964 )
Total comprehensive loss
( 80,078 ) ( 190,546 ) ( 40,548 )
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.
54
BABCOCK & WILCOX ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
December 31,
(in thousands, except per share amount) 2024 2023
Cash and cash equivalents $ 23,399 $ 39,856
Current restricted cash 94,167 3,912
Accounts receivable – trade, net 112,677 101,420
Contracts in progress 82,403 50,306
Inventories, net 108,889 97,580
Other current assets 25,096 42,198
Current assets held for sale 43,554 162,320
Total current assets 490,185 497,592
Net property, plant and equipment, and finance leases 69,593 69,366
Goodwill 82,138 85,122
Intangible assets, net 19,051 23,580
Right-of-use assets 32,789 26,077
Long-term restricted cash 10,042 297
Deferred tax assets 41 2,105
Other assets 23,148 20,787
Noncurrent assets held for sale — 50,774
Total assets 726,987 775,700
Accounts payable 101,025 83,154
Accrued employee benefits 4,859 3,752
Advance billings on contracts 58,478 59,117
Accrued warranty expense 3,446 4,380
Financing lease liabilities 1,644 1,367
Operating lease liabilities 3,550 3,291
Other accrued liabilities 35,958 51,058
Current borrowings 125,137 6,174
Current liabilities held for sale 54,396 137,931
Total current liabilities 388,493 350,224
Senior notes 340,227 337,869
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
Stockholders' deficit:
Preferred stock, par value $ 0.01 per share, authorized shares of 20,000 ; issued and outstanding shares of 7,669 at both December 31, 2024 and 2023
77 77
Common stock, par value $ 0.01 per share, authorized shares of 500,000 ; issued and outstanding shares of 95,138 and 89,449 at December 31, 2024 and 2023, respectively
5,208 5,148
Capital in excess of par value 1,558,828 1,546,281
Treasury stock at cost, 2,379 and 2,139 shares at December 31, 2024 and 2023, respectively
( 115,500 ) ( 115,164 )
Accumulated deficit ( 1,645,716 ) ( 1,570,942 )
Accumulated other comprehensive loss ( 86,660 ) ( 66,361 )
Stockholders' deficit attributable to shareholders
( 283,763 ) ( 200,961 )
Non-controlling interest 591 611
Total stockholders' deficit ( 283,172 ) ( 200,350 )
Total liabilities and stockholders' deficit $ 726,987 $ 775,700
See accompanying notes to Consolidated Financial Statements.
55
BABCOCK & WILCOX ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
Common Stock Preferred Stock Capital In
Excess of
Par Value Treasury Stock Accumulated Deficit Accumulated
Other
Comprehensive
Loss Non-controlling
Interest Total
Stockholders’
Equity (Deficit)
(in thousands, except share and per share amounts) Shares Par
Value Shares Par
Value
Balance at December 31, 2021 86,286 $ 5,110 7,669 $ 77 $ 1,518,872 $ ( 110,934 ) $ ( 1,321,154 ) $ ( 58,822 ) $ 25,473 $ 58,622
Net loss — — — — — — ( 22,861 ) — ( 3,723 ) ( 26,584 )
Currency translation adjustments — — — — — — — ( 14,834 ) ( 129 ) ( 14,963 )
Pension and postretirement adjustments, net of tax — — — — — — — 870 — 870
Stock-based compensation charges 2,414 28 — — 9,949 ( 2,819 ) — — — 7,158
Purchase of Babcock & Wilcox Solar and SPIG non-controlling interest — — — — 8,804 — — — ( 20,735 ) ( 11,931 )
Dividends to preferred stockholders — — — — — — ( 14,860 ) — — ( 14,860 )
Dividends to non-controlling interest — — — — — — — — ( 401 ) ( 401 )
Balance at December 31, 2022 88,700 $ 5,138 7,669 $ 77 $ 1,537,625 $ ( 113,753 ) $ ( 1,358,875 ) $ ( 72,786 ) $ 485 $ ( 2,089 )
Net loss — — — — — — ( 197,208 ) — 237 ( 196,971 )
Currency translation adjustments — — — — — — — 5,555 ( 110 ) 5,445
Pension and postretirement adjustments, net of tax — — — — — — — 870 — 870
Stock-based compensation charges 749 10 — — 8,656 ( 1,411 ) — — — 7,255
Dividends to preferred stockholders — — — — — — ( 14,859 ) — — ( 14,859 )
Dividends to non-controlling interest — — — — — — — — ( 1 ) ( 1 )
Balance at December 31, 2023 89,449 $ 5,148 7,669 $ 77 $ 1,546,281 $ ( 115,164 ) $ ( 1,570,942 ) $ ( 66,361 ) $ 611 $ ( 200,350 )
Net loss — — — — — — ( 59,915 ) — 136 ( 59,779 )
Currency translation adjustments — — — — — — — ( 20,709 ) ( 156 ) ( 20,865 )
Pension and postretirement adjustments, net of tax — — — — — — — 410 — 410
Stock-based compensation charges 701 10 — — 4,608 ( 336 ) — — — 4,282
Dividends to preferred stockholders — — — — — — ( 14,859 ) — — ( 14,859 )
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 )
See accompanying notes to Consolidated Financial Statements.
56
BABCOCK & WILCOX ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
(in thousands) 2024 2023 2022
Cash flows from 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 )
Net loss
( 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
Impairment of goodwill and long-lived assets 9,567 56,556 7,224
Change in fair value of contingent consideration — — ( 9,567 )
Amortization of deferred financing costs and debt discount 5,820 5,747 5,225
Amortization of guaranty fee 2,935 935 856
Non-cash operating lease expense 7,357 6,754 7,277
Loss on debt extinguishment 7,267 — —
Gain on sale of business ( 58,947 ) — —
Loss (gain) on asset disposals
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 )
Stock-based compensation, net of associated income taxes 4,692 8,695 9,977
Foreign exchange 3,079 2,507 582
Changes in operating assets and liabilities:
Accounts receivable ( 13,393 ) 31,218 ( 28,217 )
Contracts in progress ( 41,580 ) 40,173 ( 54,108 )
Advance billings on contracts ( 3,315 ) ( 47,261 ) 62,330
Inventories ( 6,410 ) ( 8,130 ) ( 19,002 )
Income taxes 9,663 ( 6,307 ) ( 248 )
Accounts payable 8,143 12,930 52,680
Accrued and other current liabilities ( 28,537 ) ( 2,586 ) ( 18,921 )
Accrued contract loss ( 2,364 ) 838 6,402
Pension liabilities, accrued postretirement benefits and employee benefits ( 16,755 ) ( 5,024 ) ( 36,543 )
Other, net ( 5,331 ) ( 980 ) ( 4,205 )
Net cash used in operating activities
( 118,735 ) ( 42,270 ) ( 30,637 )
Cash flows from investing activities:
Purchase of property, plant and equipment ( 11,205 ) ( 9,800 ) ( 13,238 )
Acquisition of business, net of cash acquired — — ( 64,914 )
Proceeds from sale of business and assets 120,906 — 5,498
Purchases of available-for-sale securities ( 7,133 ) ( 6,087 ) ( 6,427 )
Sales and maturities of available-for-sale securities 7,357 8,051 9,815
Other, net 34 ( 102 ) 466
Net cash provided by (used in) investing activities
109,959 ( 7,938 ) ( 68,800 )
57
Year ended December 31,
(in thousands) 2024 2023 2022
Cash flows from financing activities:
Issuance of senior notes — — 6,828
Borrowings on loan payable 215,615 252,544 7,192
Repayments on loan payable ( 121,944 ) ( 226,629 ) ( 16,915 )
Payment of holdback funds from acquisition ( 2,950 ) ( 2,798 ) —
Proceeds from sale-leaseback financing transactions — — 13,339
Finance lease payments ( 1,359 ) ( 1,195 ) ( 2,435 )
Payment of preferred stock dividends ( 18,573 ) ( 11,144 ) ( 14,860 )
Shares of common stock returned to treasury stock ( 336 ) ( 1,411 ) ( 2,819 )
Issuance of common stock, net 7,939 — —
Debt issuance costs ( 8,479 ) ( 658 ) ( 1,447 )
Other, net ( 179 ) ( 153 ) ( 48 )
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 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
Cash, cash equivalents and restricted cash at end of period $ 131,064 $ 71,369 $ 113,460
Schedule of cash, cash equivalents and restricted cash:
Cash and cash equivalents (1)
$ 26,855 $ 65,335 $ 76,728
Current restricted cash 94,167 5,737 15,335
Long-term restricted cash 10,042 297 21,397
Cash, cash equivalents and restricted cash at end of period $ 131,064 $ 71,369 $ 113,460
Income taxes paid, net $ 7,761 $ 6,731 $ 7,950
Interest paid $ 37,320 $ 23,067 $ 25,673
(1) Includes cash held at discontinued operations of $ 3.5 million, $ 27.3 million and $ 21.1 million at December 31, 2024, 2023 and 2022, respectively.
See accompanying notes to Consolidated Financial Statements.
58
BABCOCK & WILCOX ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
NOTE 1 – BASIS OF PRESENTATION
The Consolidated Financial Statements of Babcock & Wilcox Enterprises, Inc. have been prepared in accordance with GAAP. We have eliminated all intercompany transactions and accounts. Unless otherwise noted, discussion of our business and results of operations in this Annual Report on Form 10-K refers to our continuing operations.
Liquidity and Going Concern
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; and
• 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:
• 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; and
• 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; and
• 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
59
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. 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.
Operations
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 .
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
We use estimates and assumptions to prepare the Consolidated Financial Statements in conformity with GAAP. Our long-term contracts, warranty obligations, valuation of goodwill, intangible assets, other long-lived assets, business combinations, tax assets, pension and postretirement plans, contingencies and litigation require the use of various management estimates and assumptions. These estimates and assumptions affect the amounts we report in the Consolidated Financial Statements and accompanying notes. Our actual results could differ from these estimates. Management reviews our estimates on an on-going basis. 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
Cash equivalents are highly liquid investments, with maturities of three months or less at the time of purchase. 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
Trade accounts receivable are recorded at the point control transfers to customers and represent the amount of consideration we expect to receive in exchange for goods and services transferred and do not bear interest. We establish provisions for expected lifetime losses on accounts receivable at the time the receivable is recorded based on historical experience, customer credit quality and forecasted economic conditions. We regularly review our accounts receivable balances and the allowance for credit loss and establish or adjust the allowance as necessary using the specific identification method. Allowance for credit loss was $ 1.8 million and $ 2.0 million at December 31, 2024 and 2023, respectively. Bad debt amounts charged to selling, general and administrative expenses were $ 0.1 million, $ 0.6 million and $ 0.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Contract balances
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 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 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 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
60
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.
Inventories
Inventories are carried at the lower of cost or net realizable value on the first-in, first-out basis ("FIFO") or weighted-average cost basis. The FIFO basis at December 31, 2024 applied to approximately 53 % of inventory and is used across all segments. The weighted-average cost basis at December 31, 2024 applied to approximately 47 % of inventory and is used in the B&W Thermal Segment. The obsolete inventory reserve was $ 7.7 million and $ 8.0 million as of December 31, 2024 and 2023, respectively. The components of inventories can be found in Note 7 to the Consolidated Financial Statements.
Property, plant and equipment
Property, plant and equipment are recorded at depreciated cost, less any impairment provisions. Property, plant and equipment are depreciated using the straight-line method over estimated economic useful lives of eight to 33 years for buildings and three to 28 years for machinery and equipment. Depreciation expense was $ 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 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. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss recorded is calculated by the excess of the asset carrying amount over its fair value. Fair value is generally determined using a discounted cash flow analysis. Our estimates of cash flow may differ from actual cash flow due to, among other things, technological changes, economic conditions or changes in operating performance. Any changes in such factors may 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
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. We perform impairment testing of goodwill annually on October 1 or if we determine that impairment indicators are present. In assessing goodwill for impairment, we follow ASC 350, Intangibles – Goodwill and Other, which permits a qualitative assessment of whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, then no impairment is determined to exist for the reporting unit. However, if the qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill, or we choose not to perform the qualitative assessment, then we compare the fair value of that reporting unit with its carrying amount, including goodwill, in a quantitative assessment. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired with the impairment loss measured as the excess of the reporting unit’s carrying amount, including goodwill, over its fair value. The estimated fair value of the reporting unit is derived based on valuation techniques we believe market participants would use for each of the reporting units.
61
Intangible assets
Intangible assets are recognized at fair value when acquired, generally as a result of a business combination. Intangible assets with definite lives are amortized to operating expense using the straight-line method over their estimated useful lives and tested for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Intangible assets with indefinite lives are not amortized and are subject to impairment testing at least annually or in interim periods when impairment indicators are present. We may elect to perform a qualitative assessment when testing indefinite lived intangible assets for impairment to determine whether events or circumstances affecting significant inputs related to the most recent quantitative evaluation have occurred, indicating that it is more likely than not that the indefinite lived intangible asset is impaired. Otherwise, we test indefinite-lived intangible assets for impairment by determining the fair value of the indefinite-lived intangible asset and comparing the fair value to its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment is recognized for the amount of the difference.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in Right-of-use ("ROU") assets, Operating lease liabilities and Non-current operating lease liabilities in the Consolidated Balance Sheets. Finance leases are included in Net property, plant and equipment and finance leases, Other accrued liabilities and Other non-current finance liabilities in the Consolidated Balance Sheets. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Since substantially all of our leases do not provide an implicit rate, the incremental borrowing rate based on the information available at lease commencement date is used to determine the present value of future payments. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and 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. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets.
For leases beginning in 2019 and later, we account for lease components (e.g., fixed payments including rent) together with the non-lease components (e.g., common-area maintenance costs) as a single lease component for all classes of underlying assets.
Income taxes
Income tax expense for federal, foreign, state and local income taxes are calculated on taxable income based on the income tax law in effect at the latest balance sheet date and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the Consolidated Financial Statements. We record interest and penalties (net of any applicable tax benefit) related to income taxes as a component of Income tax expense in the Consolidated Statements of Operations.
62
Assets and liabilities held for sale and discontinued operations
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. We test for impairment when we classify a disposal group as held for sale in the following order. First, we evaluate for impairment all assets other than goodwill. 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. We also cease depreciation and amortization for assets classified as held for sale. When a decision to sell represents a strategic shift impacting our operations and financial results, the disposal group and related operations are reported as discontinued operations. For further discussion see Note 4 t o the Consolidated Financial Statements.
Pension plans and postretirement benefits
We sponsor various defined benefit pension and postretirement plans covering certain employees of our U.S., Canadian and U.K. subsidiaries and use actuarial valuations to calculate the cost and benefit obligations of pension and postretirement benefits. 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.
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. The components of benefit cost related to service cost, interest cost, expected return on plan assets and prior service cost amortization are recorded on a quarterly basis based on actuarial assumptions. In the fourth quarter of each year, or as interim remeasurements are required, we recognize net actuarial gains or losses into earnings as a component of net periodic benefit cost (MTM pension adjustment). Recognized net actuarial gains and losses consist primarily of reported actuarial gains and losses and the difference between the actual return on plan assets and the expected return on plan assets.
We recognize the funded status of each plan as either an asset or a liability in the Consolidated Balance Sheets. The funded status is the difference between the fair value of plan assets and the present value of the benefit obligation, determined on a plan-by-plan basis. See Note 14 to the Consolidated Financial Statements for a detailed description of our pension plans and postretirement benefits.
(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 (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
A performance obligation is a contractual promise to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.
Revenue from goods and services transferred to customers at a point in time, which includes certain aftermarket parts and services, accounted for 23 %, 22 % and 21 % of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively. Revenue on these contracts is recognized when the customer obtains control of the asset, which is generally upon shipment or delivery and acceptance by the customer. Standard commercial payment terms generally apply to these sales.
63
Revenue from products and services transferred to customers over time accounted for 77 %, 78 % and 79 % of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively. Revenue recognized over time primarily relates to customized, engineered solutions and construction services. Typically, revenue is recognized over time using the cost-to-cost input method that uses costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, overhead and, when appropriate, SG&A expenses. Variable consideration in these contracts includes estimates of contractual bonuses and penalties, contract modifications and liquidated damages. Substantially all of our revenue recognized over time under the cost-to-cost input method contains a single performance obligation as the interdependent nature of the goods and services provided prevents them from being separately identifiable within the contract. Generally, we try to structure contract milestones to mirror its expected cash outflows over the course of the contract; however, the timing of milestone receipts can greatly affect the overall cash position. Refer to Note 6 to the Consolidated Financial Statements for details of disaggregation of revenue by segment.
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.
Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and, therefore, are accounted for as part of the existing contract, with cumulative adjustment to revenue.
We recognize accrued claims in contract revenues for additional work or changes in the scope of work to the extent of costs incurred when we believe we have an enforceable right to the modification or claim, the amount can be reasonably estimated and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for enforcing the claim, the cause of any additional costs incurred and whether those costs are identifiable or otherwise determinable, the nature and reasonableness of those costs, the objective evidence available to support the amount of the claim, and the relevant history with the counterparty that supports expectations about their willingness and ability to pay for the additional cost along with a reasonable margin.
We generally recognize sales commissions in equal proportion as revenue is recognized. Our sales agreements are structured such that commissions are only payable upon receipt of payment, thus no amount is recorded at contract inception as a liability has not been incurred at that point.
Warranty expense
We record an 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 recognized 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. 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.
Loss contingencies
We estimate liabilities for loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable. Disclosures are provided when there is a reasonable possibility that the ultimate loss will exceed the recorded provision or if such probable loss is not reasonably estimable. We currently are involved in significant litigation, as discussed in Note 20 to the Consolidated Financial Statements.
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.
64
Loss recoveries
Loss recoveries are recognized and disclosed only when receipt of the recovery is probable and can be reasonably estimated. 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; 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.
Research and development
Research and development activities are related to improving our products through innovations to reduce cost and increase competitiveness and/or improve performance to better meet customers' expectations. Research and development expenses totaled $ 5.8 million, $ 7.2 million, and $ 2.6 million in the years ended December 31, 2024, 2023 and 2022, respectively.
Contingent consideration
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 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. Changes in the estimated fair value of our contingent earn-out liabilities related to the time component of the present value calculation are reported in Interest expense in the Consolidated Statements of Operations. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in Other - net in the Consolidated Statements of Operations.
Self-insurance
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. Included in Other non-current liabilities in the Consolidated Balance Sheets are reserves for self-insurance totaling $ 7.6 million and $ 8.0 million as of December 31, 2024 and 2023, respectively.
Stock-based compensation
The fair value of equity-classified awards, such as restricted stock, performance shares and stock options, is determined on the date of grant and is not remeasured. The fair value of liability-classified awards, such as cash-settled stock appreciation rights, restricted stock units and performance units, is determined on the date of grant and is remeasured at the end of each reporting period through the date of settlement. Fair values for restricted stock, restricted stock units, performance shares and performance units are determined using the closing price of our common stock on the date of grant. Fair values for stock options are determined using a Black-Scholes option-pricing model. For performance shares or units that contain a Relative Total Shareholder Return vesting criteria and for stock appreciation rights, we utilize a Monte Carlo simulation to determine the fair value, which determines the probability of satisfying the market condition included in the award. The determination of the fair value of a share-based payment award using an option-pricing model or a Monte Carlo simulation requires the input of significant assumptions, such as the expected life of the award and stock price volatility.
We recognize expense for all stock-based awards granted on a straight-line basis over the requisite service periods of the awards, which is generally equivalent to the vesting term. For liability-classified awards, changes in fair value are recognized through cumulative catch-ups each period. Excess tax benefits on stock-based compensation are classified along with other income tax cash flows as an operating activity. These excess tax benefits result from tax deductions in excess of the cumulative compensation expense recognized for options exercised and other equity-classified awards. See Note 18 to the Consolidated Financial Statements for further discussion of stock-based compensation.
65
Foreign currency translation
We translate assets and liabilities of our foreign operations into U.S. 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 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 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 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, 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 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. For entities that are already subject to the SEC's current disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If the SEC has not removed the related requirements from its regulations by June 30, 2027, the amendments made by ASU 2023-06 will be removed from the Codification and will not become effective for any entity. We are currently evaluating the impact of this standard on the Consolidated Financial Statements.
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, 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. Early adoption is permitted. Adoption of the standard will only impact the income tax disclosures and is not expected to be material to the Consolidated Financial Statements.
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.
66
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
Net loss from continuing operations
$ ( 72,962 ) $ ( 75,794 ) $ ( 14,186 )
Net (loss) income attributable to non-controlling interest
( 136 ) ( 237 ) 3,723
Less: Dividend on Series A preferred stock 14,859 14,858 14,860
Loss from continuing operations attributable to stockholders of common stock
( 87,957 ) ( 90,889 ) ( 25,323 )
Income (loss) from discontinued operations, net of tax
13,183 ( 121,177 ) ( 12,398 )
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 )
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, 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
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. 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
67
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.
Divestitures
BWRS
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) Solar BWRS SPIG GMAB Vølund Total
Revenues $ 68,371 $ 43,255 $ 60,413 $ 10,512 $ 34,500 $ 217,051
Cost of operations 87,137 31,434 47,791 7,606 35,272 209,240
Selling general and administrative expenses 1,956 6,783 9,459 1,187 16,030 35,415
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.
68
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
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
Operating (loss) income ( 117,936 ) 13,705 3,942 2,080 ( 16,433 ) ( 114,642 )
Other (expense) income ( 402 ) 76 ( 1,481 ) 393 ( 6,452 ) ( 7,866 )
(Loss) income from discontinued operations before tax ( 118,338 ) 13,781 2,461 2,473 ( 22,885 ) ( 122,508 )
(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 )
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.
69
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
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 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
Reported as:
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.
70
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 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
Accrued employee benefits 231 1,217 1,505 299 4,024 7,276
Advance billings on contracts 5,961 86 10,212 1,273 10,410 27,942
Accrued warranty expense 1,078 489 479 118 2,167 4,331
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
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
Reported as:
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.
71
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) Solar BWRS SPIG GMAB Vølund Total
Depreciation and amortization of long-lived assets $ — $ 948 $ 3,014 $ 4 $ 495 $ 4,461
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 )
Year ended December 31, 2023
(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 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
72
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:
Year ended December 31,
(in thousands) 2024 2023 2022
Revenues:
B&W Renewable segment $ 110,134 $ 140,835 $ 122,765
B&W Environmental segment 109,390 108,655 81,822
B&W Thermal segment 497,879 499,216 415,104
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) 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
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)
( 18,354 )
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
$ ( 60,790 )
73
Year ended December 31, 2023
(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)
( 14,484 )
Interest expense, net ( 41,486 )
Depreciation & amortization ( 14,300 )
Benefit plans, net ( 37,505 )
Gain (loss) on sales, net ( 134 )
Settlement and related legal recoveries (costs) 1,474
Advisory fees for settlement costs and liquidity planning ( 1,107 )
Stock compensation ( 7,121 )
Restructuring expense and business services transition ( 2,619 )
Acquisition pursuit and related costs ( 827 )
Product development ( 9,023 )
Foreign exchange ( 2,594 )
Letter of credit fees ( 7,702 )
Other-net ( 3,837 )
Loss from continuing operations before income tax expense
$ ( 65,976 )
74
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)
( 14,550 )
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 )
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 from continuing operations before income tax expense
$ ( 5,115 )
(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:
Year ended December 31,
(in thousands) 2024 2023 2022
REVENUES (1)
United States $ 462,920 $ 502,893 $ 449,636
Canada 81,259 90,612 84,250
United Kingdom 52,251 38,342 5,987
Indonesia 13,900 13,291 11,624
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
$ 717,333 $ 727,315 $ 609,437
(1) We allocate geographic revenues based on the location of the customer's operations.
75
Year ended December 31,
(in thousands) 2024 2023
NET PROPERTY, PLANT AND EQUIPMENT AND FINANCE LEASES
United States $ 49,225 $ 47,986
Mexico 13,974 14,953
United Kingdom 4,593 4,940
Aggregate of all other countries 1,801 1,487
$ 69,593 $ 69,366
NOTE 6 – REVENUE RECOGNITION AND CONTRACTS
Revenue Recognition
We generate the vast majority of our revenues from the supply of, and aftermarket services for, steam-generating, environmental and auxiliary equipment. 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.
Contract Balances
The following represents the components of Contracts in progress and Advance billings on contracts included in the Consolidated Balance Sheets:
(in thousands) December 31, 2024 December 31, 2023 $ Change % Change
Contract assets - included in contracts in progress:
Costs incurred less costs of revenue recognized $ 31,691 $ 12,100 $ 19,591 162 %
Revenues recognized less billings to customers 50,712 38,206 12,506 33 %
Contracts in progress $ 82,403 $ 50,306 $ 32,097 64 %
Contract liabilities - included in advance billings on contracts:
Billings to customers less revenues recognized $ 57,893 $ 54,051 $ 3,842 7 %
Costs of revenue recognized less cost incurred 585 5,066 ( 4,481 ) ( 88 ) %
Advance billings on contracts $ 58,478 $ 59,117 $ ( 639 ) ( 1 ) %
Net contract balance $ 23,925 $ ( 8,811 ) $ 32,736 372 %
Accrued contract losses $ 217 $ 46 $ 171 372 %
The following amounts represent retainage on contracts:
(in thousands) December 31, 2024 December 31, 2023 $ Change % Change
Retainage expected to be collected within one year $ 3,787 $ 2,558 $ 1,229 48 %
Retainage expected to be collected after one year 193 1,466 ( 1,273 ) ( 87 ) %
Total retainage $ 3,980 $ 4,024 $ ( 44 ) ( 1 ) %
76
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.
Backlog
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
In the years ended December 31, 2024, 2023 and 2022 we recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows:
Year ended December 31,
(in thousands) 2024 2023 2022
Increases in gross profit for changes in estimates $ 8,231 $ 6,425 $ 10,388
Decreases in gross profit for changes in estimates ( 6,211 ) ( 4,179 ) ( 4,624 )
Net changes in gross profit for changes in estimates $ 2,020 $ 2,246 $ 5,764
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:
(in thousands) December 31, 2024 December 31, 2023
Raw materials and supplies $ 87,262 $ 78,627
Work in progress 6,707 5,428
Finished goods 14,920 13,525
Total inventories, net $ 108,889 $ 97,580
77
NOTE 8 – PR OPERTY, PLANT & EQUIPMENT AND FINANCE LEASES
The following table indicates the carrying value of each of the major classes of depreciable assets in the Consolidated Balance Sheets:
(in thousands) December 31, 2024 December 31, 2023
Land $ 1,493 $ 1,452
Buildings 24,244 24,264
Machinery and equipment 123,678 125,205
Property under construction 14,466 13,781
163,881 164,702
Less accumulated depreciation 118,869 117,714
Net property, plant and equipment 45,012 46,988
Finance lease 34,920 30,656
Less finance lease accumulated amortization 10,339 8,278
Net property, plant and equipment and finance leases $ 69,593 $ 69,366
NOTE 9 – GOODWILL
The following summarizes the changes in the net carrying amount of goodwill in the Consolidated Balance Sheets:
(in thousands) B&W
Renewable B&W Environmental B&W
Thermal Total
Balance at December 31, 2022 $ 9,238 $ 5,347 $ 69,587 $ 84,172
Currency translation adjustments ( 267 ) 290 927 950
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. Goodwill is assessed for impairment annually on October 1 or more frequently if events or changes in circumstances indicate a potential impairment exists (a "triggering event").
The annual quantitative assessment was performed using a combination of the income approach (discounted cash flows), the market approach and the guideline transaction method. The income approach uses the reporting unit’s estimated future cash flows, discounted at the weighted-average cost of capital of a hypothetical third-party buyer to account for uncertainties within the projections. The income approach uses assumptions based on the reporting unit’s estimated revenue growth, operating margin, and working capital turnover. The market approach estimates fair value by applying cash flow multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies with similar characteristics to the reporting unit. The guideline transaction method estimates fair value by applying recent observed transaction multiples from transactions involving companies with similar characteristics to the reporting unit’s business. The 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.
78
NOTE 10 – INTANGIBLE ASSETS
Intangible assets are as follows:
(in thousands) December 31, 2024 December 31, 2023
Definite-lived intangible assets
Customer relationships $ 25,462 $ 27,069
Unpatented technology 3,703 4,006
Patented technology 1,912 1,913
Trade names 1,898 1,758
All other 4,369 4,345
Gross value of definite-lived intangible assets $ 37,344 $ 39,091
Customer relationships amortization ( 11,717 ) ( 9,816 )
Unpatented technology amortization ( 1,129 ) ( 894 )
Patented technology amortization ( 1,158 ) ( 876 )
Trade names amortization ( 1,224 ) ( 1,110 )
All other amortization ( 4,370 ) ( 4,345 )
Accumulated amortization $ ( 19,598 ) $ ( 17,041 )
Net definite-lived intangible assets $ 17,746 $ 22,050
Indefinite-lived intangible assets
Trademarks 1,305 1,530
Total intangible assets, net
$ 19,051 $ 23,580
The following summarizes the changes in the carrying amount of intangible assets:
Year ended December 31,
(in thousands) 2024 2023
Balance at beginning of period $ 23,580 $ 26,325
Amortization expense ( 3,078 ) ( 3,190 )
Currency translation adjustments ( 1,451 ) 445
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.
Definite-lived intangible assets are assessed for impairment on an interim basis when impairment indicators exist. During the fourth quarter of 2024, 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 quantitative assessment in accordance with ASC 360 and concluded that no impairment of intangible assets exists at December 31, 2024.
Estimated future intangible asset amortization expense, during the year ended December 31, 2024 is as follows (in thousands):
Amortization Expense
Year ending December 31, 2025
$ 3,110
Year ending December 31, 2026
3,016
Year ending December 31, 2027
3,016
Year ending December 31, 2028
2,884
Year ending December 31, 2029
2,819
Thereafter 2,901
79
NOTE 11 – LEASES
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)
Assets: 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
Liabilities:
Current
Operating lease liabilities Operating lease liabilities $ 3,550 $ 3,291
Finance lease liabilities Financing lease liabilities 1,644 1,367
Non-current
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
80
The components of lease expense included in the Consolidated Statements of Operations are as follows:
Year ended December 31,
(in thousands) Classification 2024 2023 2022
Operating lease expense:
Operating lease expense Selling, general and administrative expenses $ 6,527 $ 5,774 $ 5,972
Operating lease expense Cost of operations — — —
Short-term lease expense Selling, general and administrative expenses 2,176 2,088 2,950
Variable lease expense (1)
Selling, general and administrative expenses 455 354 141
Total operating lease expense $ 9,158 $ 8,216 $ 9,063
Finance lease expense:
Amortization of right-of-use assets Cost of operations $ 2,116 $ 2,080 $ 3,527
Interest on lease liabilities Interest expense 2,037 2,813 2,372
Total finance lease expense $ 4,153 $ 4,893 $ 5,899
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.
Other information related to leases is as follows:
Year ended December 31,
(in thousands) 2024 2023 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases $ 6,230 $ 5,510 $ 5,666
Operating cash flows - finance leases 2,155 2,235 2,372
Financing cash flows - finance leases 1,369 1,195 2,435
(in thousands) December 31, 2024 December 31, 2023
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases $ 10,617 $ 3,159
Finance leases 4,333 103
Weighted-average remaining lease term:
Operating leases (in years) 12.3 12.9
Finance leases (in years) 9.6 11.0
Weighted-average discount rate:
Operating leases 8.2 % 8.3 %
Finance leases 8.0 % 8.0 %
81
Future minimum lease payments required under non-cancellable leases as of December 31, 2024 are as follows:
(in thousands) Operating Leases Finance Leases Total
2025 $ 6,021 $ 3,730 $ 9,751
2026 5,429 3,820 9,249
2027 4,765 3,880 8,645
2028 4,080 3,952 8,032
2029 3,374 6,543 9,917
Thereafter 31,274 20,976 52,250
Total $ 54,943 $ 42,901 $ 97,844
Less imputed interest ( 21,078 ) ( 12,756 ) ( 33,834 )
Lease liability $ 33,865 $ 30,145 $ 64,010
NOTE 12 – ACCRUED WARRANTY EXPENSE
We may offer assurance type warranties on products and services sold to customers. Changes in the carrying amount of our accrued warranty expense are as follows:
Year ended December 31,
(in thousands) 2024 2023
Balance at beginning of period $ 4,380 $ 6,320
Additions 3,244 3,921
Expirations and other changes ( 3,400 ) ( 3,698 )
Payments ( 780 ) ( 2,161 )
Translation and other 2 ( 2 )
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 recognized 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. 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.
NOTE 13 – RESTRUCTURING ACTIVITIES
We incurred restructuring charges in 2024, 2023 and 2022. 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.
The following tables summarizes the restructuring activity incurred by segment:
Year ended December 31,
2024
(in thousands) Total Severance and related costs Other
B&W Thermal segment $ 1,296 $ 636 $ 660
$ 1,296 $ 636 $ 660
82
Year ended December 31,
2023
(in thousands) Total Severance and related costs Other
B&W Renewable segment $ 629 $ 304 $ 325
B&W Environmental segment 372 180 192
B&W Thermal segment 1,612 781 831
Corporate 6 — 6
$ 2,619 $ 1,265 $ 1,354
Year ended December 31,
2022
(in thousands) Total Severance and related costs Other
B&W Renewable segment $ 231 $ 50 $ 181
B&W Environmental segment 129 28 101
B&W Thermal segment 592 128 464
Corporate ( 1,157 ) ( 1,228 ) 71
$ ( 205 ) $ ( 1,022 ) $ 817
Restructuring liabilities primarily related to severance payments are included in Other accrued liabilities in the Consolidated Balance Sheets. Activity related to the restructuring liabilities is as follows:
Year ended December 31,
(in thousands) 2024 2023
Balance at beginning of period
$ 345 $ 59
Restructuring expense 1,296 2,619
Payments ( 1,420 ) ( 2,333 )
Balance at end of period $ 221 $ 345
NOTE 14 – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
We have historically provided defined benefit retirement benefits to domestic U.S. employees under the U.S. Plan, a noncontributory plan. As of 2006, the U.S. Plan was closed to new salaried plan entrants. Effective December 31, 2015, benefit accruals for those salaried employees covered by, and continuing to accrue service and salary adjusted benefits under the U.S. Plan, ceased. As of December 31, 2024, and 2023, 67 and 68 hourly employees continue to accrue benefits under the U.S. Plan for the respective years.
Effective January 1, 2012, a defined contribution component was adopted applicable to Babcock & Wilcox Canada, Ltd. (the "Canadian Plans"). Any employee with less than two years of continuous service as of December 31, 2011 was required to enroll in the defined contribution component of the Canadian Plans as of January 1, 2012 or upon the completion of 6 months of continuous service, whichever was later. 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 ceased. As part of the spin-off transaction, we split the Canadian defined benefit plans from BWXT, which was completed in 2017. We did not present these plans as multi-employer plans because our portion was separately identifiable, and we were able to assess the assets, liabilities and periodic expense in the same manner as if it were a separate plan in each period.
83
We also sponsor the Diamond Power Specialty Limited Retirement Benefits Plan (the "U.K. Plan") through a subsidiary. Effective November 30, 2015, benefit accruals under this plan ceased. We have accounted for the Guaranteed Minimum Pension Equalization following the U.K. High Court ruling during the fourth quarter of 2018 by recording prior service cost in accumulated other comprehensive income that will be amortized through net periodic pension cost over 15 years, ending December 31, 2033.
We do not provide retirement benefits to certain non-resident alien employees of foreign subsidiaries. Retirement benefits for salaried employees who accrue benefits in a defined benefit plan are based on final average compensation and years of service, while benefits for hourly employees are based on a flat benefit rate and years of service. Our funding policy is to fund the plans as recommended by the respective plan actuaries and in accordance with the Employee Retirement Income Security Act of 1974, as amended, or other applicable law. Funding provisions under the Pension Protection Act accelerate funding requirements to ensure full funding of benefits accrued.
We make available other benefits including postretirement health care and life insurance benefits to certain salaried and union retirees based on their contracts, and on a limited basis, to future retirees.
84
Obligations and funded status
Pension Benefits
Year Ended December 31, Other Benefits
Year Ended December 31,
(in thousands) 2024 2023 2024 2023
Change in benefit obligation:
Benefit obligation at beginning of period $ 888,817 $ 893,315 $ 6,343 $ 7,676
Service cost 635 522 17 17
Interest cost 41,669 45,143 274 360
Plan participants’ contributions — — 99 114
Amendment 461 — — —
Actuarial loss (gain) ( 39,002 ) 24,789 ( 318 ) ( 802 )
Foreign currency exchange rate changes ( 1,751 ) 1,500 ( 90 ) 26
Benefits paid ( 75,621 ) ( 76,452 ) ( 911 ) ( 1,048 )
Benefit obligation at end of period $ 815,208 $ 888,817 $ 5,414 $ 6,343
Change in plan assets: (1) (2)
Fair value of plan assets at beginning of period $ 730,600 $ 770,923 $ — $ —
Actual return on plan assets ( 28,529 ) 32,830 — —
Employer contribution 11,690 1,416 812 934
Plan participants' contributions — — 99 114
Foreign currency exchange rate changes ( 2,127 ) 1,883 — —
Benefits paid ( 75,621 ) ( 76,452 ) ( 911 ) ( 1,048 )
Fair value of plan assets at the end of period 636,013 730,600 — —
Funded status $ ( 179,195 ) $ ( 158,217 ) $ ( 5,414 ) $ ( 6,343 )
Amounts recognized in the balance sheet consist of:
Accrued employee benefits $ ( 1,105 ) $ ( 1,103 ) $ ( 806 ) $ ( 930 )
Accumulated postretirement benefit obligation — — ( 4,608 ) ( 5,413 )
Pension liability ( 188,057 ) ( 167,498 ) — —
Prepaid pension 9,967 10,384 — —
Accrued benefit liability, net $ ( 179,195 ) $ ( 158,217 ) $ ( 5,414 ) $ ( 6,343 )
Amount recognized in accumulated comprehensive income (before taxes):
Prior service cost $ 1,067 $ 787 $ 283 $ 974
Supplemental information:
Plans with accumulated benefit obligation in excess of plan assets
Projected benefit obligation 781,793 851,302 — —
Accumulated benefit obligation 781,793 851,302 — —
Fair value of plan assets 592,630 682,699 — —
Plans with plan assets in excess of accumulated benefit obligation
Projected benefit obligation 33,416 37,515 — —
Accumulated benefit obligation 33,416 37,515 — —
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.
85
Components of net periodic benefit cost (benefit) included in net (loss) income are as follows:
Pension Benefits Other Benefits
Year ended December 31, Year ended December 31,
(in thousands) 2024 2023 2022 2024 2023 2022
Interest cost $ 41,669 $ 45,143 $ 26,676 $ 274 $ 360 $ 182
Expected return on plan assets ( 44,508 ) ( 46,877 ) ( 57,547 ) — — —
Amortization of prior service cost 190 190 189 691 691 691
Recognized net actuarial loss (gain) 33,939 38,801 ( 6,365 ) ( 318 ) ( 803 ) ( 1,354 )
Benefit plans, net (1)
31,290 37,257 ( 37,047 ) 647 248 ( 481 )
Service cost included in COS (2)
635 522 699 17 17 20
Net periodic benefit cost (benefit) $ 31,925 $ 37,779 $ ( 36,348 ) $ 664 $ 265 $ ( 461 )
(1) Benefit plans, net, which is presented separately in our Consolidated Statements of Operations, is not allocated to the segments.
(2) Service cost related to a small group of active participants is presented within Cost of operations in the Consolidated Statement of Operations and is allocated to the B&W Thermal segment.
Recognized net actuarial loss (gain) consists primarily of reported actuarial loss/gain and the difference between the actual return on plan assets and the expected return on plan assets. Total net MTM adjustments for our pension and other postretirement benefit plans were losses (gains) of $ 33.6 million, $ 38.0 million and $( 7.7 ) million in the years ended, December 31, 2024, 2023 and 2022, respectively. The recognized net actuarial loss (gain) was recorded in Benefit plans, net in the Consolidated Statements of Operations.
Assumptions
Pension Benefits Other Benefits
Year ended December 31, Year ended December 31,
2024 2023 2022 2024 2023 2022
Weighted average assumptions used to determine net periodic benefit obligations:
Comparative single equivalent discount rate 5.57 % 5.02 % 5.35 % 5.21 % 4.94 % 5.28 %
Rate of compensation increase 0.07 % 0.07 % 0.06 % — — —
Weighted average assumptions used to determine net periodic benefit cost:
Comparative single equivalent discount rate 5.03 % 5.39 % 2.88 % 5.21 % 4.94 % 5.28 %
Expected return on plan assets 6.38 % 6.37 % 5.90 % — — —
Rate of compensation increase 0.07 % 0.07 % 0.06 % — — —
The expected rate of return on plan assets is based on the long-term expected returns for the investment mix of assets currently in the portfolio. In setting this rate, we use a building-block approach. Historic real return trends for the various asset classes in the plan's portfolio are combined with anticipated future market conditions to estimate the real rate of return for each asset class. These rates are then adjusted for anticipated future inflation to determine estimated nominal rates of return for each asset class. The expected rate of return on plan assets is determined to be the weighted average of the nominal returns based on the weightings of the asset classes within the total asset portfolio. We use an expected return on plan assets assumption of 6.5 % for the majority of our pension plan assets (approximately 93 % of our total pension assets at December 31, 2024).
86
Sensitivity
The following sensitivity analysis reflects the impact of a 25 -basis point change in the assumed discount rate and return on assets on our pension plan obligations and expense for the year ended December 31, 2024:
(in millions) 0.25% increase 0.25% decrease
Discount rate :
Effect on ongoing net periodic benefit cost (1)
$ ( 14.9 ) $ 15.5
Effect on projected benefit obligation ( 16.4 ) 17.1
Return on assets:
Effect on ongoing net periodic benefit cost ( 1.6 ) 1.6
(1) Excludes effect of annual MTM adjustment.
A 25 -basis point change in the assumed discount rate and return on assets would have no meaningful impact on our other postretirement benefit plan obligations and expense for the year ended December 31, 2024 individually or in the aggregate, excluding the impact of any annual MTM adjustments we record annually.
Investment goals
The overall investment strategy of the pension trusts is to achieve long-term growth of principal, while avoiding excessive risk and to minimize the probability of loss of principal over the long term. The specific investment goals that we set for the pension trusts in the aggregate are (1) to ensure that plan liabilities are met when due and (2) to achieve an investment return on trust assets consistent with a reasonable level of risk.
Allocations to each asset class for both domestic and foreign plans are reviewed periodically and rebalanced, if appropriate, to assure the continued relevance of the goals, objectives and strategies. The pension trusts for both domestic and foreign plans employ a professional investment advisor and a number of professional investment managers whose individual benchmarks are, in the aggregate, consistent with the plans' overall investment objectives. The goals of each investment manager are (1) to meet (in the case of passive accounts) or exceed (for actively managed accounts) the benchmark selected and agreed upon by the manager and the trust and (2) to display an overall level of risk in its portfolio that is consistent with the risk associated with the agreed upon benchmark.
The investment performance of total portfolios, as well as asset class components, is periodically measured against commonly accepted benchmarks, including the individual investment manager benchmarks. In evaluating investment manager performance, consideration is also given to personnel, strategy, research capabilities, organizational and business matters, adherence to discipline and other qualitative factors that may impact the ability to achieve desired investment results.
Domestic plans: We sponsor the U.S. Plan, which is a domestic defined benefit plan. The assets of this plan are held by the Trustee in The Babcock & Wilcox Company Master Trust (the "Master Trust"). For the years ended December 31, 2024 and 2023, the investment return on domestic plan assets of the Master Trust (net of deductions for management fees) was approximately ( 4.5 )% and 4.1 %, respectively.
87
The following is a summary of the asset allocations for the Master Trust by asset category:
Year ended December 31,
2024 2023
Asset category:
United States government securities 13 % 16 %
Corporate stocks 2 % 2 %
Private credit
45 % 39 %
Hedge funds
25 % 32 %
Cash and cash equivalents 15 % 11 %
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.
Foreign plans: We sponsor the Canadian Plans and the U.K. Plan through certain of our foreign subsidiaries. The combined weighted average asset allocations of these plans by asset category were as follows:
Year ended December 31,
2024 2023
Asset category:
Commingled and mutual funds — % 23 %
Fixed income 99 % 76 %
Other 1 % 1 %
The target allocation for 2024 for the foreign plans, by asset class, is as follows:
Canadian
Plans U.K. Plan
Asset class:
Fixed income and other 100 % 100 %
Fair value of plan assets
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. The investments that are measured at fair value using NAV per share included in the tables below are intended to permit reconciliation of the fair value hierarchy to the fair value of plan assets at the end of each period, which is presented in the first table above titled "Obligations and funded status" . The following is a summary of total investments of our plans measured at fair value:
88
(in thousands) Years Ended December 31, 2024 Level 1 Level 2 Level 3
United States government securities $ 77,641 $ 77,641 $ — $ —
Fixed income 79,202 12,292 42,967 23,943
Equity 5,807 5,516 — 291
Private credit 213,304 — — 213,304
Private equity 6,718 — — 6,718
Hedge fund 57,410 — — 57,410
Cash and accrued items 52,926 52,087 — 839
Investments measured at fair value $ 493,008 $ 147,536 $ 42,967 $ 302,505
Investments measured at net asset value 143,084
Pending trades ( 79 )
Total pension and other postretirement benefit assets $ 636,013
(in thousands) Year ended December 31, 2023 Level 1 Level 2 Level 3
Commingled and mutual funds $ 11,168 $ — $ 11,168 $ —
United States government securities 106,232 106,232 — —
Fixed income 65,821 10,689 36,305 18,827
Equity 13,472 13,090 — 382
Private credit 235,198 — — 235,198
Private equity
4,176 — — 4,176
Hedge fund
85,363 — — 85,363
Cash and accrued items 43,634 43,634 — —
Investments measured at fair value $ 565,064 $ 173,645 $ 47,473 $ 343,946
Investments measured at net asset value 165,689
Pending trades ( 153 )
Total pension and other postretirement benefit assets $ 730,600
89
Expected cash flows
Domestic Plans Foreign Plans
(in thousands) Pension
Benefits Other
Benefits Pension
Benefits Other
Benefits
Expected employer contributions to trusts of defined benefit plans:
2025 $ 19,831 $ 702 $ 305 $ 121
Expected benefit payments (1) :
2025 72,271 702 2,622 121
2026 71,250 644 2,712 115
2027 69,941 588 2,730 102
2028 68,538 534 2,779 86
2029 66,887 482 2,797 78
2030-2034
306,077 1,737 14,324 308
(1) Pension benefit payments are made from their respective plan's trust.
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
We provide benefits under The B&W Thrift Plan (the "Thrift Plan"), after minimum service requirements are met. The Thrift Plan generally provides for matching employer contributions. Employer matching contributions are typically made in cash. 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. The amount charged to expense for employer contributions was approximately $ 0.3 million in each of the years ended December 31, 2024, 2023 and 2022.
Multi-employer plans
One of our subsidiaries in the B&W Thermal segment contributes to various multi-employer plans. The plans generally provide defined benefits to substantially all unionized workers in this subsidiary. The following table summarizes our contributions to multi-employer plans for the years ended December 31, 2024, 2023 and 2022:
(in millions) Pension Protection
Act Zone Status FIP/RP Status
Pending/
Implemented Contributions Surcharge Imposed Expiration Date
Of Collective
Bargaining
Agreement
Pension Fund EIN/PIN 2024 2023 2022 2024 2023 2022
Boilermaker-Blacksmith National Pension Trust 48-6168020/ 001 Red Red Yellow Yes $ 10.1 $ 13.4 $ 8.0 No Described
Below
All other 1.5 1.2 1.0
$ 11.6 $ 14.6 $ 9.0
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
90
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
Senior Notes
The components of our senior notes at December 31, 2024 are as follows:
Senior Notes
(in thousands) 8.125 % (1)
6.50 % (2)
Total
Senior notes due in 2026
$ 193,035 $ 151,440 $ 344,475
Unamortized deferred financing costs ( 1,659 ) ( 2,757 ) ( 4,416 )
Unamortized premium 168 — 168
Net debt balance $ 191,544 $ 148,683 $ 340,227
The components of senior notes outstanding at December 31, 2023 are as follows:
Senior Notes
(in thousands) 8.125 % (1)
6.50 % (2)
Total
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. B. 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
91
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"). The B. Riley Guaranty provides for the guarantee of all of our obligations under the Credit Agreement. The B. Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of our obligations under the Credit Agreement. The B. 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. The 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 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.
92
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.
93
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:
2025 $ 1,137
2026 1,122
2027 782
2028 800
2029 818
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. B. 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
94
terminated. 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.
December 31,
2024 2023
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.
We have posted surety bonds to support contractual obligations to customers relating to certain contracts. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. These bonds generally indemnify customers should we fail to perform our obligations under our applicable contracts. 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.
The following table provides a summary of outstanding letters of credit issued outside of the domestic facilities, and outstanding surety bonds:
December 31,
2024 2023
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.
95
NOTE 16 – CAPITAL STOCK
Common Stock
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. Riley. 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. The Plan Amendment increased the total number of shares of our common stock authorized for award grants under the 2021 Plan from 1,250,000 shares to 5,250,000 shares. The 2021 Plan replaced our Amended and Restated 2015 Long-Term Incentive Plan. In addition to the 5,250,000 shares available for award grant purposes under the 2021 Plan as described above, any shares of 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.
Preferred Stock
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, 2024, and all declared dividends have been paid as of December 31, 2024.
NOTE 17 – INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION
Interest expense in the Consolidated Financial Statements consisted of the following components:
Year ended December 31,
(in thousands) 2024 2023 2022
Components associated with borrowings from:
Senior notes $ 25,512 $ 25,601 $ 24,962
Credit Facility 4,892 1,494 —
30,404 27,095 24,962
Components associated with amortization or accretion of:
Deferred fees on Revolving Credit Agreement 6,149 4,643 4,400
Deferred fees on Senior notes 2,606 2,525 2,612
8,755 7,168 7,012
Components associated with interest from:
Lease liabilities 2,037 2,813 2,372
Letter of Credit fees and interest 3,942 3,519 3,910
Other interest expense 1,008 1,976 1,541
6,987 8,308 7,823
Total interest expense $ 46,146 $ 42,571 $ 39,797
96
The following table provides a reconciliation of cash and cash equivalents and current and long-term restricted cash reported within the Consolidated Balance Sheets and in the Consolidated Statements of Cash Flows:
December 31,
(in thousands) 2024 2023 2022
Held by foreign entities $ 20,790 $ 44,388 $ 46,640
Held by U.S. entities 6,065 20,947 30,088
Cash and cash equivalents 26,855 65,335 76,728
Reinsurance reserve requirements 2,024 380 447
Project indemnity collateral (1)
12,878 — 5,723
Bank guarantee collateral — 1,823 2,072
Letters of credit collateral (2)
89,265 584 11,193
Hold-back for acquisition purchase price (3)
— 2,950 5,900
Escrow for long-term project (4)
42 297 11,397
Restricted cash and cash equivalents 104,209 6,034 36,732
Total Cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows (5)
$ 131,064 $ 71,369 $ 113,460
(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 .
(4) In January 2022, we funded $ 11.4 million in an escrow account as security to ensure project performance. This cash was released in 2023.
(5) Includes cash held at discontinued operations of $ 3.5 million, $ 27.3 million and $ 21.1 million at December 31, 2024, 2023 and 2022, respectively.
The following cash activity is presented as a supplement to the Consolidated Statements of Cash Flows and is included in Net cash used in activities:
Year ended December 31,
(in thousands) 2024 2023 2022
Income tax payments, net $ 7,761 $ 6,731 $ 7,950
Cash paid for interest (1)
$ 37,320 $ 23,067 $ 25,673
(1) Excludes amounts paid for Letter of Credit fees
NOTE 18 – STOCK-BASED COMPENSATION
Stock options
There were no stock options awarded in 2024. 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.
97
Restricted stock units
Non-vested restricted stock units activity for the year ended December 31, 2024 is as follows:
(share data in thousands) Number of shares Weighted-average grant date fair value
Non-vested at beginning of period 1,332 $ 7.64
Granted 1,659 1.21
Vested ( 975 ) 5.92
Cancelled/forfeited ( 276 ) 8.57
Non-vested at end of period 1,740 $ 2.33
As of December 31, 2024, total compensation expense not yet recognized related to non-vested restricted stock units was $ 3.5 million and the weighted-average period in which the expense is expected to be recognized is 1.6 years.
Restricted stock units with market conditions
In July 2022, we granted market-based RSUs to certain members of management. The number of market-based RSUs granted was 0.96 million. The RSUs will vest if our closing stock price on the NYSE is equal to or higher than the Stock Price Goal of $ 12.00 per share during the performance period, which expires on the 5th anniversary of the Grant Date. The $ 6.70 grant date fair value per market-based RSU was determined using a Monte Carlo simulation approach. Compensation expense for awards with market conditions is recognized over the derived service period using cost of equity as the drift rate in the simulation for estimating the dividend service period and is not reversed if the market condition is not met.
We used the following assumptions to determine the fair value of the restricted stock units with market conditions as of the grant date :
Risk free interest rate 2.7 %
Volatility 59.0 %
Cost of equity 17.4 %
Performance period 5 years
Derived service period 0.78 years
Restricted stock units with market conditions activity for the year ended December 31, 2024 was as follows:
(share data in thousands) Number of shares Weighted-average grant date fair value
Non-vested at beginning of period 760 $ 6.70
Cancelled/forfeited ( 165 ) 6.70
Non-vested at end of period 595 $ 6.70
Stock Appreciation Rights
In December 2018, we granted stock appreciation rights to certain employees ("Employee SARs") and to a non-employee related party, BRPI Executive Consulting, LLC ("Non-employee SARs"). The Employee SARs and Non-employee SARs both expire ten years after the grant date and primarily vest 100 % upon completion after the required years of service. Upon vesting, the Employee SARs and Non-employee SARs may be exercised within 10 business days following the end of any calendar quarter during which the volume weighted average share price is greater than the share price goal. Upon exercise of the SARs, holders receive a cash-settled payment equal to the number of SARs that are being exercised multiplied by the difference between the stock price on the date of exercise minus the SARs base price. Employee SARs were issued under the Fourth Amended and Restated 2015 LTIP, and Non-employee SARs were issued under a Non-employee SARs agreement. The liability method was used to recognize the accrued compensation expense with cumulatively adjusted revaluations to the then current fair value at each reporting date through final settlement.
98
We used the following assumptions to determine the fair value of the SARs granted to employees and non-employee as of December 31, 2024 and 2023:
December 31,
2024 2023
Risk-free interest rate 4.30 % 3.80 %
Expected volatility 46 % 57 %
Expected life in years 3.75 4.75
Suboptimal exercise factor 2.0 x 2.0 x
In making these assumptions, we based estimated volatility on the historical returns of our stock price and selected guideline companies. We based risk-free rates on the corresponding U.S. Treasury spot rates for the expected duration at the date of grant, which we convert to a continuously compounded rate. We relied upon a suboptimal exercise factor, representing the ratio of the base price to the stock price at the time of exercise, to account for potential early exercise prior to the expiration of the contractual term. With consideration to the executive level of the SARs holders, a suboptimal exercise multiple of 2.0 x was selected. Subject to vesting conditions, should the stock price achieve a value of 2.0 x above the base price, we assume the holders will exercise prior to the expiration of the contractual term of the SARs. The expected term for the SARs is an output of the valuation model in estimating the time period that the SARs are expected to remain unexercised. The valuation model assumes the holders will exercise their SARs prior to the expiration of the contractual term of the SARs.
As of December 31, 2024, the SARs are fully vested and their total intrinsic value is $ 0.0 million .
NOTE 19 – INCOME TAXES
( Loss) income from continuing operations before income tax expense is comprised of the following:
Year ended December 31,
(in thousands) 2024 2023 2022
United States $ ( 77,417 ) $ ( 82,846 ) $ 33
Other than the United States 16,627 16,870 ( 5,148 )
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:
Year ended December 31,
(in thousands) 2024 2023 2022
Current:
Federal $ ( 630 ) $ 616 $ 740
State ( 434 ) 1,599 166
Foreign 9,276 7,669 3,698
Total current provision 8,212 9,884 4,604
Deferred:
Federal
3,583 125 164
State (1)
2,797 ( 162 ) 5,629
Foreign ( 2,420 ) ( 29 ) ( 1,326 )
Total deferred provision 3,960 ( 66 ) 4,467
Provision for income taxes $ 12,172 $ 9,818 $ 9,071
(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.
The provision for income taxes attributable to continuing operations differs from the amount computed by applying the statutory federal income tax rate to income (loss) before the provision (benefit) for income taxes.
99
The sources and tax effects of the differences are as follows:
Year ended December 31,
(in thousands) 2024 2023 2022
Income tax benefit at federal statutory rate $ ( 12,766 ) $ ( 13,855 ) $ ( 1,074 )
State and local income taxes 2,211 1,102 1,320
Foreign rate differential 1,786 1,420 381
Deferred taxes - change in tax rate — — 1,217
Non-deductible (non-taxable) items ( 464 ) 741 36
Tax credits ( 37 ) 506 1,648
Valuation allowances 14,540 14,219 2,416
Unrecognized tax benefits — 278 10
Withholding taxes 999 826 1,020
Change in indefinite reinvestment assertion 2,432 — 163
Return to provision and prior year true-up 2,223 4,288 1,971
Other 1,248 293 ( 37 )
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.
100
Significant components of deferred tax assets and liabilities are as follows:
Year ended December 31,
(in thousands) 2024 2023
Deferred tax assets:
Pension liability $ 45,581 $ 41,072
Accruals 8,058 9,118
Long-term contracts 2,636 3,730
Net operating loss carryforward 356,000 406,249
State net operating loss carry forward 21,945 20,476
Interest limitation carryforward 63,670 54,271
Foreign tax credit carryforward 1,826 1,826
Other tax credits 2,292 2,294
Lease liability 15,437 14,488
Capitalized R&D 2,299 638
Property, plant and equipment 1,036 4,210
Other 4,707 5,835
Total deferred tax assets $ 525,487 $ 564,207
Valuation allowance for deferred tax assets ( 499,991 ) ( 535,719 )
Total deferred tax assets, net $ 25,496 $ 28,488
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, 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. The remaining foreign NOLs will expire between 2024 and 2040.
At December 31, 2024, we have U.S. federal NOL carryforward DTAs of approximately $ 62.6 million. Of this amount, $ 18.0 million will expire in 2036 and 2037. The remaining amount of U.S. NOL carryforward does not expire. A portion of the net operating loss carryforward is limited under IRC Section 382. Approximately $ 38.0 million of our U.S. federal NOL carryforward is not subject to the IRC Section 382 limitation.
At December 31, 2024, we have state NOL carryforward DTAs of $ 21.9 million available to offset future taxable income in various jurisdictions. Of this amount, $ 14.7 million will expire between 2024 and 2042.
At December 31, 2024, we have foreign tax credit carryforwards of $ 1.8 million. These carryforwards will expire between 2024 and 2026.
At December 31, 2024, we have valuation allowances of $ 500.0 million for deferred tax assets, which we expect will not be realized through carry-backs, reversals of existing taxable temporary differences, estimates of future taxable income or tax-planning strategies. Deferred tax assets are evaluated for realizability under ASC 740, considering all positive and negative evidence. At December 31, 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
101
and magnitude of pretax losses. The valuation allowances may be reversed in the future if sufficient positive evidence exists. Any reversal of our valuation allowance could be material to the income or loss for the period in which our assessment changes.
The net change during the year in the total valuation allowance is as follows:
Year ended December 31,
(in thousands) 2024 2023
Balance at beginning of period $ ( 535,719 ) $ ( 504,997 )
Charges to costs and expenses 30,734 ( 28,125 )
Charges to other accounts 4,994 ( 2,597 )
Balance at end of period $ ( 499,991 ) $ ( 535,719 )
Sections 382 and 383 of the IRC limits, for U.S. federal income tax purposes, the annual use of NOL carryforwards (including previously disallowed interest carryforwards) and tax credit carryforwards, respectively, following an ownership change. Under IRC Section 382, an ownership change occurs if shareholders owning at least 5% of our common stock have increased their collective holdings by more than 50% during the prior three-year period. Based on information that is publicly available, we determined that a Section 382 ownership change occurred in July 2019. As a result of this change in ownership, we estimated that the future utilization of our federal NOLs (and certain credits and previously disallowed interest deductions) will become limited to approximately $ 1.2 million annually ($ 0.3 million tax effected) We maintain a full valuation allowance on the majority of its U.S. deferred tax assets, including the deferred tax assets associated with the federal NOLs, credits and disallowed interest carryforwards.
Undistributed earnings of certain foreign subsidiaries amounted to approximately $ 169.3 million. 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. A recognized tax benefit is measured as the largest amount of benefit, on a cumulative probability basis, which is more likely-than-not to be realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
Below is a tabular roll-forward of the beginning and ending aggregate unrecognized tax benefits on a continuing operations basis:
Year ended December 31,
(in thousands) 2024 2023 2022
Balance at beginning of period $ 37,329 $ 36,196 $ 36,419
Increases based on tax positions taken in prior years — — 1,829
Decreases based on tax positions taken in prior years — ( 9 ) —
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
Unrecognized tax benefits of $ 2.5 million would, if recognized, impact the effective tax rate. The remaining balance of unrecognized tax benefits relates to deferred tax assets that, if recognized, would require a full valuation allowance. It is not expected that the amount of unrecognized tax benefits will change significantly during the next 12 months. We recognize interest and penalties related to unrecognized tax benefits in our provision for income taxes; however, such amounts are not significant to any period presented.
Tax years 2017 through 2023 remain open to assessment by the United States Internal Revenue Service and various state and international tax authorities. We do not have any returns under examination for years prior to 2014.
102
NOTE 20 – CONTINGENCIES
Litigation Relating to Boiler Installation and Supply Contract
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 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. On January 11, 2021, we filed an answer and a counterclaim for breach of contract, seeking damages in excess of $ 2.9 million. On November 30, 2022, we and Glatfelter each filed cross-motions for summary judgment. 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, 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 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.
Other
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: performance or warranty-related matters under our customer and supplier contracts and other business arrangements; and workers' compensation, premises liability and other claims. 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.
103
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 )
Net income
$ 10,840 $ ( 870 ) $ ( 870 )
NOTE 22 – FAIR VALUE MEASUREMENTS
The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by ASC 820, Fair Value Measurements).
Available-For-Sale Debt Securities
(in thousands) December 31, 2024 Level 1 Level 2
Corporate notes and bonds $ 5,196 $ 5,196 $ —
United States government and agency securities 1,598 1,598 —
Total fair value of available-for-sale securities $ 6,794 $ 6,794 $ —
104
(in thousands) December 31, 2023 Level 1 Level 2
Corporate notes and bonds $ 3,144 $ 3,144 $ —
Mutual funds 3 — 3
United States government and agency securities 3,906 3,906 —
Total fair value of available-for-sale securities $ 7,053 $ 7,050 $ 3
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.
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.
(in thousands) December 31, 2024
Senior Notes Carrying Value Estimated Fair Value
8.125 % Senior Notes due 2026 ("BWSN")
$ 193,035 $ 170,643
6.50 % Senior Notes due 2026 ("BWNB")
$ 151,440 $ 120,546
Other Financial Instruments
We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments:
◦ Cash and cash equivalents and 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 . We base the fair value of debt instruments on quoted market prices. 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 was approximately $ 4 million less than its carrying amount at December 31, 2024.
NOTE 23 – RELATED PARTY TRANSACTIONS
We believe transactions with related parties were conducted on terms equivalent to those prevailing in an arm's length transaction.
Transactions with B. Riley
Based on its Schedule 13D filings with the SEC, B. Riley beneficially owns approxim ately 30.3 % of the Company's outstanding common stock as of December 31, 2024. B. Riley currently has the right to nominate one member of our Board of Directors pursuant to the investor rights agreement we entered into with B. Riley in April 2019. The investor rights agreement also provides pre-emptive rights to B. Riley with respect to certain future issuances of our equity securities.
105
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. The B. Riley Guaranty provides for the guarantee of all of our obligations under the Credit Agreement. The B. Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of our obligations under the Credit Agreement. The B. 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. The 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 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).
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. B. 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. Riley, in November 2018 and amended the agreement in November 2020 and December 2023 to retain the services of Mr. Kenneth Young, to serve as our Chief Executive Officer until December 31, 2028, unless terminated by either party with thirty days written notice. Under this agreement, payments are $ 0.75 million per annum, paid monthly. Subject to the achievement of certain performance objectives as determined by the Compensation Committee of our Board of Directors, a bonus or bonuses may also be earned and payable to BRPI Executive Consulting, LLC. 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 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.
106
B&W Chanute
In February 2022, we acquired 100 % ownership of B&W Chanute for approximately $ 19.2 million. B&W Chanute designs and manufactures waste heat recovery products for use in power generation, petrochemical, and process industries, including package boilers, watertube and firetube waste heat boilers, economizers, superheaters, waste heat recovery equipment and units for sulfuric acid plants and is based in Chanute, Kansas and Tulsa, Oklahoma. B&W Chanute is reported as part of the B&W Thermal segment.
Hamon
In July 2022, we acquired certain assets of Hamon Holdings through a competitive sale process, in which B. Riley Securities, Inc. 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, which was a major provider of air pollution control technology, for approximately $ 2.9 million.
NOTE 25 – SUBSEQUENT EVENT
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.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None