ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Acquisitions Fosler Construction On September 30, 2021, we acquired a 60% controlling ownership stake in Illinois-based solar energy contractor Fosler Construction Company Inc. (“Fosler Construction”). Fosler Construction provides commercial, industrial and utility-scale solar services and owns two community solar projects in Illinois that are being developed under the Illinois Solar for All program. Fosler Construction was founded in 1998 with a track record of successfully completing solar projects profitably with union labor while aligning its model with a growing number of renewable project incentives in the U.S. We believe Fosler Construction is positioned to capitalize on the high-growth solar market in the U.S. and that the acquisition aligns with B&W’s aggressive growth and expansion of our clean and renewable energy businesses. Fosler Construction is reported as part of our B&W Renewable segment, and operates under the name Fosler Solar, a Babcock and Wilcox company. The total fair value of consideration for the acquisition is $36.0 million, including $27.2 million in cash plus $8.8 million in estimated fair value of the contingent consideration arrangement. In connection with the acquisition, the Company agreed to pay contingent consideration based on the achievement of targeted revenue thresholds for the year ended December 31, 2022. The range of undiscounted amounts the Company could be required to pay under the contingent consideration arrangement is between $0.0 million and $10.0 million. We estimated fair values primarily using the discounted cash flow method at September 30, 2021 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. Any subsequent changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. As of March 31, 2022, we recorded an increase in goodwill of $14.9 million resulting from the initial recognition of $14.5 million of accrued liabilities and $0.4 million of warranty accruals during this acquisition's annual measurement period, as described in Note 4. VODA On November 30, 2021, we acquired 100% ownership of VODA A/S (“VODA”) through our wholly-owned subsidiary, B&W PGG Luxembourg Finance SARL, for approximately $32.9 million. VODA is a Denmark-based multi-brand aftermarket parts and services provider, focusing on energy-producing incineration plants including waste-to-energy, biomass-to-energy or other fuels, providing service, engineering services, spare parts as well as general outage support and management. VODA has extensive experience in incineration technology, boiler and pressure parts, SRO, automation, and performance optimization. VODA is reported as part of our B&W Renewable segment and is included in the B&W Renewable Services product line. We estimated fair values primarily using the discounted cash flow method at November 30, 2021 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. Any subsequent changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. Fossil Power Systems On February 1, 2022, we acquired 100% ownership of Fossil Power Systems, Inc. (“FPS”) for approximately $59.1 million, excluding working capital adjustments. The consideration paid for FPS included a hold-back of $5.9 million, payable twelve months from the date of the acquisition if certain conditions of the purchase agreement are met an is recorded on our Condensed Consolidated Balance Sheets in restricted cash and cash equivalents and other accrued liabilitie s. 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 our B&W Thermal segment. We estimated fair values primarily using the discounted cash flow method at February 1, 2022 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. Any subsequent changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. Optimus Industries On February 28, 2022, we acquired 100% ownership of Optimus Industries, LLC ("Optimus Industries") for approximately $19.0 million, excluding working capital adjustments. Optimus Industries designs and manufactures waste heat recovery products for use in power generation, petrochemical, and process industries, including package boilers, watertube and firetube waste heat boilers, economizers, superheaters, waste heat recovery equipment and units for sulfuric acid plants and is based in Tulsa, Oklahoma and Chanute, Kansas. Optimus Industries is reported as part of our B&W Thermal segment. The fair values for the Optimus Industries acquisition have not been completed as of the filing date of this Quarterly report. We will estimate fair values primarily using the discounted cash flow method at February 28, 2022 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, we will obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. Any subsequent changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. Purchase Price Allocations The provisional measurements noted in the tables below are preliminary and subject to modification in the future. The preliminary purchase price allocation to assets acquired and liabilities assumed in the acquisitions were: Fosler Construction (in thousands) Initial Allocation of Consideration Measurement Period Adjustments Updated Preliminary Allocation Accounts receivable $ 1,904 $ 121 $ 2,025 Contracts in progress 1,363 9,433 10,796 Other current assets 1,137 (304) 833 Property, plant and equipment 9,527 (7,860) 1,667 Goodwill (1) (4) 43,230 19,912 63,142 Other assets 17,497 (4,600) 12,897 Right of use assets 1,093 — 1,093 Debt (7,625) — (7,625) Current liabilities (4) (5,073) (15,829) (20,902) Advance billings on contracts (1,557) 238 (1,319) Non-current lease liabilities (1,730) — (1,730) Other non-current liabilities (4,112) 3,218 (894) Non-controlling interest (2) (22,262) (1,734) (23,996) Net acquisition cost $ 33,392 $ 2,595 $ 35,987 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Fosler Construction acquisition, goodwill represents Fosler's ability to significantly expand EPC and O&M services among new customers across the U.S. by leveraging B&W's access to capital and geographic reach. (2) The fair value of the non-controlling interest was derived based on the fair value of the 60% controlling interest acquired by B&W. The transaction price paid by B&W reflects a Level 2 input involving an observable transaction involving an ownership interest in Fosler Construction. Also, as described above, a portion of the purchase consideration relates to the contingent consideration. (3) Our preliminary purchase price allocation changed due to additional information and further analysis. (4) Our preliminary goodwill and current liabilities adjustments increased $14.5 million due to additional accrued liabilities recognized attributable to the Fosler projects described in Note 4. VODA ( in thousands) Initial Allocation of Consideration Measurement Period Adjustments Updated Preliminary Allocation Cash $ 4,737 $ — $ 4,737 Accounts receivable 5,654 — 5,654 Contracts in progress 258 — 258 Other current assets 825 — 825 Property, plant and equipment 253 — 253 Goodwill (1) 17,176 (61) 17,115 Other assets 14,321 — 14,321 Right of use assets 433 — 433 Current liabilities (5,181) — (5,181) Advance billings on contracts (2,036) — (2,036) Non-current lease liabilities (302) — (302) Other non-current liabilities (3,264) — (3,264) Net acquisition cost $ 32,874 $ (61) $ 32,813 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the VODA acquisition, goodwill represents VODA's ability to significantly expand within the aftermarket parts and services industries by leveraging B&W's access to capital and existing platform within the renewable service market. Goodwill is not expected to be deductible for U.S federal income tax purposes. (2) Our preliminary purchase price allocation changed due to additional information and further analysis. Purchase Price Allocation at March 31, 2022 (in thousands) Fossil Power Systems Optimus Industries (2) Cash $ 1,869 $ 5,338 Accounts receivable 2,624 5,165 Contracts in progress 370 2,598 Other current assets 3,228 2,115 Property, plant and equipment 178 2,441 Goodwill (1) 35,392 11,081 Other assets 25,092 12 Right of use assets 1,115 94 Current liabilities (1,792) (4,240) Advance billings on contracts (645) (3,779) Non-current lease liabilities (989) (2) Other non-current liabilities (7,384) (1,858) Net acquisition cost $ 59,058 $ 18,965 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the FPS acquisition, goodwill represents FPS's ability to significantly expand services among new customers by leveraging cross-selling opportunities and recognizing general cost synergies. (2) With respect to Optimus Industries, the fair value analysis has not been completed. We will update the purchase price allocations after the fair value analysis has been completed. Intangible assets are included in other assets above and consists of the following: Fosler Construction VODA (in thousands) Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships $ 9,400 12 years $ 13,855 11 years Tradename — — 228 3 years Backlog 3,100 5 months — — Total intangible assets (1) $ 12,500 $ 14,083 Fossil Power Systems Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships $ 20,451 9 years Tradename 787 14 years Patented Technology 578 12 years Unpatented Technology 3,276 12 years Total intangible assets (1) $ 25,092 (1) Intangible assets were valued using the income approach, which includes significant assumptions around future revenue growth, profitability, discount rates and customer attrition. Such assumptions are classified as level 3 inputs within the fair value hierarchy. Costs related to our acquisitions of Fosler, VODA, Fossil Power Systems, and Optimus Industries, which were recorded as a component of our operating expenses in our Condensed Consolidated Statements of Operations, consists of the following: For the Three Months Ended (in thousands) March 31, 2022 Fosler Construction $ 195 VODA 140 FPS 31 Optimus Industries 69 Total $ 435 Divestitures Certain real property assets for the Copley, Ohio location were sold on March 15, 2021 for $4.0 million. We received $3.3 million of net proceeds after adjustments and recognized a gain on sale of $1.9 million. In conjunction with the sale, we executed a leaseback agreement commencing March 16, 2021 which expires on March 31, 2033. Certain real property assets for the Lancaster, Ohio location were sold on August 13, 2021 for $18.9 million. We received $15.8 million of net proceeds after adjustments and expenses and recognized a gain on sale of $13.9 million. In conjunction with the sale, we executed a leaseback agreement commencing August 13, 2021 which expires on August 31, 2041. Effective March 5, 2021, we sold all of the issued and outstanding capital stock of Diamond Power Machine (Hubei) Co., Inc, for $2.8 million. We received $2.0 million in gross proceeds before expenses and recorded an $0.8 million favorable contract asset for the amortization period from March 8, 2021 through December 31, 2023. For the twelve months ended December 31, 2021, we recognized a $1.8 million pre-tax loss, inclusive of the recognition of $4.5 million of currency translation adjustment, on the sale of the business and after consideration of certain working capital adjustments that are in dispute. Additional adjustments may be necessary as this is finalized. |