Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-36876 | |
Entity Registrant Name | BABCOCK & WILCOX ENTERPRISES, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2783641 | |
Entity Address, Address Line One | 1200 East Market Street | |
Entity Address, Address Line Two | Suite 650 | |
Entity Address, City or Town | Akron | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44305 | |
City Area Code | (330) | |
Local Phone Number | 753-4511 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 86,337,832 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001630805 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | BW | |
Security Exchange Name | NYSE | |
8.125% Senior Notes due 2026 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 8.125% Senior Notes due 2026 | |
Trading Symbol | BWSN | |
Security Exchange Name | NYSE | |
6.50% Senior Notes due 2026 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 6.50% Senior Notes due 2026 | |
Trading Symbol | BWNB | |
Security Exchange Name | NYSE | |
7.75% Series A Cumulative Perpetual Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.75% Series A Cumulative Perpetual Preferred Stock | |
Trading Symbol | BW PRA | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 204,049 | $ 168,248 |
Costs and expenses: | ||
Cost of operations | 163,060 | 131,385 |
Selling, general and administrative expenses | 43,044 | 40,457 |
Advisory fees and settlement costs | 3,935 | 3,291 |
Restructuring activities | 94 | 993 |
Research and development costs | 719 | 588 |
Gain on asset disposals, net | (20) | (2,004) |
Total costs and expenses | 210,832 | 174,710 |
Operating loss | (6,783) | (6,462) |
Other expense: | ||
Interest expense | (11,267) | (14,223) |
Interest income | 117 | 109 |
Gain on sale of business | 0 | 358 |
Benefit plans, net | 7,452 | 9,098 |
Foreign exchange | 3,085 | (1,209) |
Other expense – net | (58) | (278) |
Total other expense | (671) | (6,145) |
Loss before income tax expense | (7,454) | (12,607) |
Income tax expense | 1,230 | 2,836 |
Net loss | (8,684) | (15,443) |
Net loss (income) attributable to non-controlling interest | 420 | (21) |
Net loss attributable to stockholders | (8,264) | (15,464) |
Less: Dividend on Series A preferred stock | 3,715 | 0 |
Net loss attributable to stockholders of common stock | $ (11,979) | $ (15,464) |
Basic loss per share (in dollars per share) | $ (0.14) | $ (0.22) |
Diluted loss per share (in dollars per share) | $ (0.14) | $ (0.22) |
Shares used in the computation of loss per share: | ||
Basic (in shares) | 87,992 | 71,396 |
Diluted (in shares) | 87,992 | 71,396 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (8,684) | $ (15,443) |
Other comprehensive (loss) income: | ||
Currency translation adjustments ("CTA") | (4,285) | (70) |
Reclassification of CTA to net loss | 0 | (4,512) |
Benefit obligations: | ||
Pension and post retirement adjustments, net of tax | 593 | 198 |
Other comprehensive loss | (3,692) | (4,384) |
Total comprehensive loss | (12,376) | (19,827) |
Comprehensive income attributable to non-controlling interest | 461 | 3 |
Comprehensive loss attributable to stockholders | $ (11,915) | $ (19,824) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents | $ 108,137 | $ 224,874 |
Restricted cash and cash equivalents | 8,833 | 1,841 |
Accounts receivable – trade, net | 170,464 | 132,068 |
Accounts receivable – other | 39,819 | 34,553 |
Contracts in progress | 95,972 | 80,176 |
Inventories, net | 90,401 | 79,527 |
Other current assets | 27,343 | 29,395 |
Total current assets | 540,969 | 582,434 |
Net property, plant and equipment, and finance lease | 77,156 | 85,627 |
Goodwill | 174,371 | 116,462 |
Intangible assets, net | 65,452 | 43,795 |
Right-of-use assets | 30,500 | 30,163 |
Other assets | 66,251 | 54,784 |
Total assets | 954,699 | 913,265 |
Accounts payable | 97,840 | 85,929 |
Accrued employee benefits | 12,245 | 12,989 |
Advance billings on contracts | 99,910 | 68,380 |
Accrued warranty expense | 11,873 | 12,925 |
Financing lease liabilities | 1,973 | 2,445 |
Operating lease liabilities | 4,078 | 3,950 |
Other accrued liabilities | 75,949 | 54,385 |
Loans payable | 13,433 | 12,380 |
Total current liabilities | 317,301 | 253,383 |
Senior notes | 328,870 | 326,366 |
Long term loans payable | 1,476 | 1,543 |
Pension and other postretirement benefit liabilities | 174,873 | 182,730 |
Non-current finance lease liabilities | 29,094 | 29,369 |
Non-current operating lease liabilities | 27,032 | 26,685 |
Other non-current liabilities | 32,111 | 34,567 |
Total liabilities | 910,757 | 854,643 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share, authorized shares of 20,000; issued and outstanding shares of 7,669 and 7,669 at March 31, 2022 and December 31, 2021, respectively | 77 | 77 |
Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 86,338 and 86,286 at March 31, 2022 and December 31, 2021, respectively | 5,111 | 5,110 |
Capital in excess of par value | 1,520,545 | 1,518,872 |
Treasury stock at cost, 1,553 and 1,525 shares at March 31, 2022 and December 31, 2021, respectively | (111,155) | (110,934) |
Accumulated deficit | (1,333,133) | (1,321,154) |
Accumulated other comprehensive loss | (62,514) | (58,822) |
Stockholders' equity attributable to shareholders | 18,931 | 33,149 |
Non-controlling interest | 25,011 | 25,473 |
Total stockholders' equity | 43,942 | 58,622 |
Total liabilities and stockholders' equity | $ 954,699 | $ 913,265 |
Preferred stock, outstanding (in shares) | 7,669 | 7,669 |
Preferred stock, issued (in shares) | 7,669 | 7,669 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (in shares) | 7,669,000 | 7,669,000 |
Preferred stock, outstanding (in shares) | 7,669,000 | 7,669,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 86,338,000 | 86,286,000 |
Common stock, outstanding (in shares) | 86,338,000 | 86,286,000 |
Treasury stock, at cost (in shares) | 1,553,000 | 1,525,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Preferred Stock | Capital In Excess of Par Value | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 54,452,000 | |||||||
Beginning balance at Dec. 31, 2020 | $ (338,262) | $ 4,784 | $ 1,164,436 | $ (105,990) | $ (1,350,206) | $ (52,390) | $ 1,104 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (15,443) | (15,464) | 21 | |||||
Currency translation adjustments | (4,606) | (4,582) | (24) | |||||
Pension and post retirement adjustments, net of tax | 198 | 198 | ||||||
Stock-based compensation charges (in shares) | 1,725,000 | |||||||
Stock-based compensation charges | 1,194 | $ 22 | 4,480 | (3,308) | ||||
Common stock offering (in shares) | 29,487,000 | |||||||
Common stock offering | 161,513 | $ 295 | 161,218 | |||||
Dividends to non-controlling interest | (38) | (38) | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 85,664,000 | |||||||
Ending balance at Mar. 31, 2021 | $ (195,444) | $ 5,101 | 1,330,134 | (109,298) | (1,365,670) | (56,774) | 1,063 | |
Beginning balance (in shares) at Dec. 31, 2021 | 86,286,000 | 86,286,000 | 7,669,000 | |||||
Beginning balance at Dec. 31, 2021 | $ 58,622 | $ 5,110 | $ 77 | 1,518,872 | (110,934) | (1,321,154) | (58,822) | 25,473 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (8,684) | (8,264) | (420) | |||||
Currency translation adjustments | (4,326) | (4,285) | (41) | |||||
Pension and post retirement adjustments, net of tax | 593 | 593 | ||||||
Stock-based compensation charges (in shares) | 52,000 | |||||||
Stock-based compensation charges | 1,545 | $ 1 | 1,765 | (221) | ||||
Dividends to preferred stockholders | (3,715) | (3,715) | ||||||
Preferred stock, net | (92) | (92) | ||||||
Dividends to non-controlling interest | $ (1) | (1) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 86,338,000 | 86,338,000 | 7,669,000 | |||||
Ending balance at Mar. 31, 2022 | $ 43,942 | $ 5,111 | $ 77 | $ 1,520,545 | $ (111,155) | $ (1,333,133) | $ (62,514) | $ 25,011 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (8,684) | $ (15,443) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of long-lived assets | 6,202 | 4,058 |
Amortization of deferred financing costs and debt discount | 834 | 5,779 |
Amortization of guaranty fee | 231 | 452 |
Non-cash operating lease expense | 1,174 | 1,140 |
Gain on sale of business | 0 | (358) |
Gain on asset disposals | 0 | (2,005) |
(Benefit from) provision for deferred income taxes | (689) | 1,557 |
Prior service cost amortization for pension and postretirement plans | 593 | 198 |
Stock-based compensation, net of associated income taxes | 1,766 | 4,502 |
Foreign exchange | (3,085) | 1,209 |
Changes in assets and liabilities: | ||
Accounts receivable | (28,694) | (11,629) |
Contracts in progress | (13,334) | (6,911) |
Advance billings on contracts | 27,532 | 18,226 |
Inventories | (2,996) | (1,863) |
Income taxes | (7,009) | (1,919) |
Accounts payable | 11,297 | 6,246 |
Accrued and other current liabilities | (11,290) | (17,127) |
Accrued contract loss | 4,274 | (129) |
Pension liabilities, accrued postretirement benefits and employee benefits | (10,048) | (33,640) |
Other, net | (10,073) | (6,297) |
Net cash used in operating activities | (41,999) | (53,954) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (1,004) | (1,410) |
Acquisition of business, net of cash acquired | (64,914) | 0 |
Proceeds from sale of business and assets, net | 0 | 3,297 |
Purchases of available-for-sale securities | (1,125) | (3,394) |
Sales and maturities of available-for-sale securities | 1,674 | 5,495 |
Other, net | (15) | 534 |
Net cash (used in) from investing activities | (65,384) | 4,522 |
Cash flows from financing activities: | ||
Issuance of senior notes | 2,016 | 125,000 |
Borrowings on loan payable | 1,342 | 0 |
Repayments on loan payable | (31) | 0 |
Repayments under last out term loans | 0 | (75,000) |
Borrowings under U.S. revolving credit facility | 0 | 14,500 |
Repayments of U.S. revolving credit facility | 0 | (178,800) |
Preferred stock fees | 0 | 0 |
Payment of preferred stock dividends | (3,715) | 0 |
Shares of common stock returned to treasury stock | (221) | (3,308) |
Issuance of common stock, net | 0 | 161,513 |
Debt issuance costs | (119) | (7,727) |
Other, net | (840) | (241) |
Net cash (used in) from financing activities | (1,568) | 35,937 |
Effects of exchange rate changes on cash | (794) | 4,518 |
Net decrease in cash, cash equivalents and restricted cash | (109,745) | (8,977) |
Cash, cash equivalents and restricted cash, beginning of period | 226,715 | 67,423 |
Cash, cash equivalents and restricted cash, end of period | $ 116,970 | $ 58,446 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION These interim Condensed Consolidated Financial Statements of Babcock & Wilcox Enterprises, Inc. (“B&W,” “management,” “we,” “us,” “our” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and Securities and Exchange Commission (“SEC”) instructions for interim financial information, and should be read in conjunction with our Annual Report. We have included all adjustments, in the opinion of management, consisting only of normal, recurring adjustments, necessary for a fair presentation of the interim financial statements. We have eliminated all intercompany transactions and accounts. We present the notes to our Condensed Consolidated Financial Statements on the basis of continuing operations, unless otherwise stated. COVID-19 In December 2019, a novel strain of coronavirus, ("COVID-19"), was identified in Wuhan, China and subsequently spread globally. This global pandemic has disrupted business operations, including trade, commerce, financial and credit markets, and daily life throughout the world. Our business has been, and continues to be, adversely impacted by the measures taken and restrictions imposed in the countries in which we operate and by local governments and others to control the spread of this virus. These measures and restrictions have varied widely and have been subject to significant changes from time to time depending on changes in the severity of the virus in these countries and localities. These restrictions, including curtailment of travel and other activity, negatively impact our ability to conduct business. Disruption to our global supply changes from COVID-19 has included impacts to the manufacturing, supply, distribution, transportation and delivery of our products. We also observed significant disruptions of the operations of our logistics, service providers, delays in shipments and negative impacts to pricing of certain of our products. Disruptions and delays in our supply chains as a result of the COVID-19 pandemic could continue to adversely impact our ability to meet our customers’ demands. Additionally, the prioritization of shipments of certain products as a result of the pandemic could cause delays in the shipment or delivery of our products. Such disruptions could result in reduced sales. The volatility and variability of the virus has limited our ability to forecast the impact of COVID-19 on our customers and our business. The ongoing impact of COVID-19, including evolving strains such as the delta and omicron variants, has resulted in the reimposition of certain restrictions and may lead to the implementation of other restrictions in response to efforts to reduce the spread of the virus. These varying and changing events have caused many of the projects we had anticipated to begin during the prior two years to be delayed into 2022 and beyond. Many customers and projects require B&W's employees to travel to customer and project worksites. Certain customers and significant projects are located in areas where travel restrictions have been imposed, certain customers have closed or reduced on-site activities, and timelines for completion of certain projects have, as noted above, been extended into 2022 and beyond. Additionally, out of concern for our employees, even where restrictions permit employees to return to our offices and worksites, we incurred additional costs to protect our employees and advised those who are uncomfortable returning to worksites due to the pandemic that they are not required to do so for an indefinite period of time. The resulting uncertainty concerning, among other things, the spread and economic impact of the virus has also caused significant volatility and, at times, illiquidity in global equity and credit markets. The full extent of the impact of COVID-19 and its variants on our operational and financial performance will depend on future developments, including the ultimate duration and spread of the pandemic and related actions taken by the U.S. government, state and local government officials, and international governments to prevent outbreaks, as well as the availability, effectiveness and acceptance of COVID-19 vaccinations in the U.S. and abroad, all of which are uncertain, out of our control, and cannot be predicted. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS 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: Three Months Ended March 31, (in thousands, except per share amounts) 2022 2021 Net loss attributable to stockholders of common stock $ (11,979) $ (15,464) Weighted average shares used to calculate basic and diluted loss per share 87,992 71,396 Basic loss per share $ (0.14) $ (0.22) Diluted loss per share $ (0.14) $ (0.22) If we were in a net income position during the three months ended March 31, 2022 and 2021, diluted shares would include an additional 0.9 million and 1.6 million shares, respectively. We excluded 0.4 million and 0.4 million shares related to stock options from the diluted share calculation for the three months ended March 31, 2022 and 2021, respectively, because their effect would have been anti-dilutive. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Our operations are assessed based on three reportable market-facing segments as part of the Company's strategic, market-focused organizational and re-branding initiative to accelerate growth and provide stakeholders with improved visibility into our renewable and environmental growth platforms. Our reportable segments are as follows: • Babcock & Wilcox Renewable: Cost-effective technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, solar construction and installation, biomass energy and black liquor systems for the pulp and paper industry. B&W’s leading technologies support a circular economy by diverting waste from landfills to use for power generation and replacing fossil fuels while recovering metals and reducing emissions. • Babcock & Wilcox Environmental: A full suite of best-in-class emissions control and environmental technology solutions for utility, waste to energy, biomass, carbon black and industrial steam generation applications around the world. B&W’s broad experience includes systems for cooling, ash handling, particulate control, nitrogen oxides and sulfur dioxides removal, chemical looping for carbon control, and mercury control. • Babcock & Wilcox Thermal: Steam generation equipment, aftermarket parts, construction, maintenance and field services for plants in the power generation, oil and gas, and industrial sectors. B&W has an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others. Revenues exclude eliminations of revenues generated from sales to other segments or to other product lines within the segment. An analysis of our operations by segment is as follows: Three Months Ended March 31, (in thousands) 2022 2021 Revenues: B&W Renewable segment B&W Renewable $ 19,711 $ 17,997 B&W Renewable Services (1) 8,288 5,260 Vølund 16,336 5,554 Fosler Solar 23,626 — 67,961 28,811 B&W Environmental segment B&W Environmental 18,185 17,433 SPIG 12,060 11,184 GMAB 4,703 2,543 34,948 31,160 B&W Thermal segment B&W Thermal 102,239 108,281 102,239 108,281 Eliminations (1,099) (4) Total Revenues $ 204,049 $ 168,248 (1) B&W Renewable Services' 2021 revenues were reclassed from Vølund's prior year reported amount for year-over-year comparability. Adjusted EBITDA on a consolidated basis is a non-GAAP metric defined as the sum of the adjusted EBITDA for each of the segments, further adjusted for corporate allocations and research and development costs. At a segment level, the adjusted EBITDA presented below is consistent with the manner in which the Company's chief operating decision maker ("CODM") reviews the results of operations and makes strategic decisions about the business and is calculated as earnings before interest, tax, depreciation and amortization adjusted for items such as gains or losses on asset sales, net pension benefits, restructuring costs, impairments, gains and losses on debt extinguishment, costs related to financial consulting, research and development costs and other costs that may not be directly controllable by segment management and are not allocated to the segment. The Company uses adjusted EBITDA internally to evaluate its performance and in making financial and operational decisions. When viewed in conjunction with GAAP results, the Company believes that its presentation of adjusted EBITDA provides investors with greater transparency and a greater understanding of factors affecting its financial condition and results of operations than GAAP measures alone. Prior period results have been revised to conform with the revised definition and present separate reconciling items in our reconciliation . Adjusted EBITDA for each segment is presented below with a reconciliation from net loss. Three Months Ended March 31, (in thousands) 2022 2021 Net loss $ (8,684) $ (15,443) Interest expense 12,324 14,509 Income tax expense 1,230 2,836 Depreciation & amortization 6,202 4,058 EBITDA 11,072 5,960 Benefit plans, net (7,452) (9,098) Gain on sales, net (20) (2,362) Stock compensation 1,319 7,829 Restructuring activities and business services transition costs 2,688 993 Advisory fees for settlement costs and liquidity planning 1,032 1,978 Litigation costs 2,528 380 Acquisition pursuit and related costs 843 — Product development (1) 852 — Foreign exchange (3,085) 1,209 Financial advisory services 375 933 Contract step-up purchase price adjustment 1,745 — Loss from business held for sale — 483 Other - net 123 266 Adjusted EBITDA $ 12,020 $ 8,571 (1) Costs associated with development of commercially viable products that are ready to go to market. Three Months Ended March 31, (in thousands) 2022 2021 Adjusted EBITDA B&W Renewable segment $ 1,455 $ 204 B&W Environmental segment 1,439 1,105 B&W Thermal segment 14,154 10,535 Corporate (4,373) (2,685) Research and development costs (655) (588) $ 12,020 $ 8,571 We do not separately identify or report our assets by segment as our CODM does not consider assets by segment to be a critical measure by which performance is measured. |
REVENUE RECOGNITION AND CONTRAC
REVENUE RECOGNITION AND CONTRACTS | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION AND CONTRACTS | 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. We also earn revenue from the supply of custom-engineered cooling systems for steam applications along with related aftermarket services. Revenue from goods and services transferred to customers at a point in time, which includes certain aftermarket parts and services, accounted for 19% and 27% of our revenue for the three months ended March 31, 2022 and 2021, respectively. Revenue from products and services transferred to customers over time, which primarily relates to customized, engineered solutions and construction services, accounted for 81% and 73% of our revenue for the three months ended March 31, 2022 and 2021, respectively. Refer to Note 3 for our disaggregation of revenue by product line. Contract Balances The following represents the components of our Contracts in progress and Advance billings on contracts included in our Condensed Consolidated Balance Sheets: (in thousands) March 31, 2022 December 31, 2021 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 32,101 $ 35,939 $ (3,838) (11) % Revenues recognized less billings to customers 63,871 44,237 19,634 44 % Contracts in progress $ 95,972 $ 80,176 $ 15,796 20 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 100,130 $ 68,615 $ 31,515 46 % Costs of revenue recognized less cost incurred (220) (235) 15 (6) % Advance billings on contracts $ 99,910 $ 68,380 $ 31,530 46 % Net contract balance $ (3,938) $ 11,796 $ (15,734) (133) % Accrued contract losses $ 4,652 $ 378 $ 4,274 1,131 % Backlog On March 31, 2022 we had $721.0 million of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately 61.4%, 15.4% and 23.2% of our remaining performance obligations as revenue in 2022, 2023 and thereafter, respectively. Changes in Contract Estimates In the three months ended March 31, 2022 and 2021, we recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Three months ended March 31, (in thousands) 2022 2021 Increases in gross profit for changes in estimates for over time contracts $ 3,341 $ 3,025 Decreases in gross profit for changes in estimates for over time contracts (2,862) (1,358) Net changes in gross profit for changes in estimates for over time contracts $ 479 $ 1,667 B&W Renewable Projects During March 2022, we determined that our Fosler Solar reporting unit had seven projects located in the United States that existed at the time we acquired Fosler on September 30, 2021 which generated losses that arose due to the status of certain construction activities, existing at acquisition date, not adequately disclosed in the sales agreement and not recognized in the financial records of the seller. As of March 31, 2022, we recorded an increase in goodwill of $14.9 million resulting from the |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories are stated at the lower of cost or net realizable value. The components of inventories are as follows: (in thousands) March 31, 2022 December 31, 2021 Raw materials and supplies $ 63,772 $ 56,352 Work in progress 7,212 5,723 Finished goods 19,417 17,452 Total inventories $ 90,401 $ 79,527 |
PROPERTY, PLANT & EQUIPMENT, &
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASE | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASE | PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES Property, plant and equipment less accumulated depreciation is as follows: (in thousands) March 31, 2022 December 31, 2021 Land $ 1,533 $ 1,489 Buildings 32,681 31,895 Machinery and equipment 145,134 144,325 Property under construction 4,877 12,480 184,225 190,189 Less accumulated depreciation 134,639 133,137 Net property, plant and equipment 49,586 57,052 Finance leases 34,160 34,159 Less finance lease accumulated amortization 6,590 5,584 Net property, plant and equipment, and finance lease $ 77,156 $ 85,627 |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The following summarizes the changes in the net carrying amount of goodwill as of March 31, 2022: (in thousands) B&W B&W Environmental B&W Total Balance at December 31, 2021 $ 79,357 $ 5,667 $ 31,438 $ 116,462 Addition - Fossil Power (1) — — 35,392 35,392 Addition - Optimus Industries (1) — — 11,081 11,081 Measurement period adjustments - Fosler (1)(2) 11,163 — — 11,163 Measurement period adjustments - VODA (1)(2) (61) — — (61) Currency translation adjustments 57 45 232 334 Balance at March 31, 2022 $ 90,516 $ 5,712 $ 78,143 $ 174,371 (1) As described in Note 21, we are in the process of completing the purchase price allocation associated with the Fosler Construction, VODA, Fossil Power and Optimus Industries acquisitions and as a result, the provisional measurements of goodwill associated with these acquisitions are subject to change. (2) Our preliminary purchase price allocation changed due to additional information and further analysis. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Our intangible assets are as follows: (in thousands) March 31, 2022 December 31, 2021 Definite-lived intangible assets (1) Customer relationships $ 67,332 $ 46,903 Unpatented technology 18,591 15,410 Patented technology 3,682 3,103 Tradename 13,383 12,747 Acquired backlog 3,100 3,100 All other 9,128 9,319 Gross value of definite-lived intangible assets 115,216 90,582 Customer relationships amortization (21,820) (20,800) Unpatented technology amortization (8,729) (8,313) Patented technology amortization (2,769) (2,729) Tradename amortization (5,595) (5,425) Acquired backlog (3,100) (1,620) All other amortization (9,056) (9,205) Accumulated amortization (51,069) (48,092) Net definite-lived intangible assets $ 64,147 $ 42,490 Indefinite-lived intangible assets Trademarks and trade names $ 1,305 $ 1,305 Total intangible assets, net $ 65,452 $ 43,795 (1) As described in Note 21, we are in the process of completing the purchase price allocation associated with the Fosler Construction, VODA, Fossil Power and Optimus Industries acquisitions and as a result, the increase in intangible assets associated with these acquisitions are subject to change. The following summarizes the changes in the carrying amount of intangible assets, net: Three Months Ended March 31, (in thousands) 2022 2021 Balance at beginning of period $ 43,795 $ 23,908 Business acquisitions and adjustments (1) 25,092 — Amortization expense (2,978) (856) Currency translation adjustments (457) (843) Balance at end of the period $ 65,452 $ 22,209 (1) As described in Note 21, we are in the process of completing the purchase price allocation associated with the Fosler Construction, VODA, Fossil Power and Optimus Industries acquisitions and as a result, the increase in intangible assets associated with these acquisitions are subject to change. Amortization of intangible assets is included in Cost of operations and SG&A in our Condensed Consolidated Statement of Operations but is not allocated to segment results. Intangible assets are assessed for impairment on an interim basis when impairment indicators exist. No impairment indicators were identified during the three months ended March 31, 2022. Estimated future intangible asset amortization expense as of March 31, 2022 is as follows (in thousands): Amortization Expense Year ending December 31, 2022 5,990 Year ending December 31, 2023 7,986 Year ending December 31, 2024 7,906 Year ending December 31, 2025 7,089 Year ending December 31, 2026 5,890 Year ending December 31, 2027 5,229 Thereafter 24,057 See Note 21 for intangible assets identified in conjunction with the acquisitions of Fosler Construction, VODA, Fossil Power and Optimus Industries, which are subject to change pending the finalization of the purchase price allocation associated with these acquisitions. |
ACCRUED WARRANTY EXPENSE
ACCRUED WARRANTY EXPENSE | 3 Months Ended |
Mar. 31, 2022 | |
Product Warranties Disclosures [Abstract] | |
ACCRUED WARRANTY EXPENSE | ACCRUED WARRANTY EXPENSE We may offer assurance type warranties on products and services that we sell. Changes in the carrying amount of our accrued warranty expense are as follows: Three Months Ended March 31, (in thousands) 2022 2021 Balance at beginning of period $ 12,925 $ 25,399 Additions 1,300 1,475 Expirations and other changes (1,467) (1,318) Payments (193) (5,943) Translation and other (692) (76) Balance at end of period $ 11,873 $ 19,537 We accrue estimated expense included in Cost of operations |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | RESTRUCTURING ACTIVITIES The Company incurred restructuring charges in the three months ended March 31, 2022, and 2021. The charges primarily consist of severance and related costs to actions taken as part of the Company’s strategic, market-focused organizational and re-branding initiative. The following tables summarizes the restructuring activity incurred by segment: Three Months Ended March 31, Three Months Ended March 31, 2022 2021 (in thousands) Total Severance and related costs Other (1) Total Severance and related Costs Other (1) B&W Renewable segment $ (193) $ (229) $ 36 $ 509 $ 453 $ 56 B&W Environmental segment 69 10 59 89 35 54 B&W Thermal segment 198 50 148 348 12 336 Corporate 20 — 20 47 — 47 $ 94 $ (169) $ 263 $ 993 $ 500 $ 493 Cumulative costs to date $ 45,277 37,083 8,194 (1) Other amounts consist primarily of exit, relocation, COVID-19 related and other costs. Restructuring liabilities are included in Other accrued liabilities on our Condensed Consolidated Balance Sheets. Activity related to the restructuring liabilities is as follows: Three Months Ended March 31, (in thousands) 2022 2021 Balance at beginning of period $ 6,561 $ 8,146 Restructuring expense 94 993 Payments (749) (1,117) Balance at end of period $ 5,906 $ 8,022 The payments shown above for the three months ended March 31, 2022 and 2021 relate primarily to severance. Accrued restructuring liabilities at March 31, 2022 and 2021 relate primarily to employee termination benefits. |
PENSION PLANS AND OTHER POSTRET
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS Components of net periodic cost (benefit) included in net (loss) income are as follows: Pension Benefits Other Benefits Three Months Ended March 31, Three Months Ended March 31, (in thousands) 2022 2021 2022 2021 Interest cost $ 6,664 $ 5,671 $ 49 $ 39 Expected return on plan assets (14,366) (15,009) — — Amortization of prior service cost (credit) 28 28 173 173 Benefit plans, net (1) (7,674) (9,310) 222 212 Service cost included in COS (2) 201 217 5 6 Net periodic benefit cost (benefit) $ (7,473) $ (9,093) $ 227 $ 218 (1) Benefit plans, net , which is presented separately in our Condensed Consolidated Statements of Operations, is not allocated to the segments. (2) Service cost related to a small group of active participants is presented within Cost of operations in our Condensed Consolidated Statements of Operations and is allocated to the B&W Thermal segment. There were no mark-to-market ("MTM") adjustments for our pension and other postretirement benefit plans during the three months ended March 31, 2022 and 2021. We made contributions to our pension and other postretirement benefit plans totaling $0.4 million and $24.0 million during the three months ended March 31, 2022 and 2021, respectively. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Senior Notes 8.125% Senior Notes During 2021, we completed sales of $151.2 million aggregate principal amount of our 8.125% senior notes due 2026 (the “8.125% Senior Notes”) for net proceeds of approximately $146.6 million. In addition to the completed sales, we issued $35.0 million of 8.125% Senior Notes to B. Riley Financial, Inc., a related party, in exchange for a deemed prepayment of our then existing Last Out Term Loan Tranche A-3. The 8.125% Senior Notes bear interest at the rate of 8.125% per annum which is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on April 30, 2021. The 8.125% Senior Notes mature on February 28, 2026. On March 31, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, in which we may sell to or through B. Riley Securities, Inc., from time to time, additional 8.125% Senior Notes up to an aggregate principal amount of $150.0 million. The 8.125% Senior Notes have the same terms as (other than date of issuance), form a single series of debt securities with and have the same CUSIP number and are fungible with the initial 8.125% Senior Notes issuance in 2021. During the first quarter of 2022, the Company sold $2.0 million aggregate principal of 8.125% Senior Notes under the sales agreement described above for $2.0 million of net proceeds. 6.50% Senior Notes During 2021, we completed sales of $151.4 million aggregate principal amount of our 6.50% senior notes due in 2026 (the “6.50% Senior Notes”) for net proceeds of approximately $145.8 million. Interest on the 6.50% Senior Notes is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, and commenced on March 31, 2022. The 6.50% Senior Notes mature on December 31, 2026. The components of the Company's senior notes at March 31, 2022 are as follows: Senior Notes (in thousands) 8.125% 6.50% Total Senior notes due 2026 $ 188,200 $ 151,440 $ 339,640 Unamortized deferred financing costs (5,043) (6,297) (11,340) Unamortized premium 570 — 570 Net debt balance $ 183,727 $ 145,143 $ 328,870 Revolving Debt On June 30, 2021, we entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association, as administrative agent (“PNC”) and a letter of credit agreement (the “Letter of Credit Agreement”) with PNC, pursuant to which PNC agreed to issue up to $110 million in letters of credit that is secured in part by cash collateral provided by an affiliate of MSD Partners, MSD PCOF Partners XLV, LLC (“MSD”), as well as a reimbursement, guaranty and security agreement with MSD, as administrative agent, and the cash collateral providers from time to time party thereto, along with certain of our subsidiaries as guarantors, pursuant to which we are obligated to reimburse MSD and any other cash collateral provider to the extent the cash collateral provided by MSD and any other cash collateral provider to secure the Letter of Credit Agreement is drawn to satisfy draws on letters of credit (the “Reimbursement Agreement”) and collectively with the Revolving Credit Agreement and Letter of Credit Agreement, the “Debt Documents” and the facilities thereunder, the “Debt Facilities”). The obligations of the Company under each of the Debt Facilities are guaranteed by certain existing and future domestic and foreign subsidiaries of the Company. B. Riley Financial, Inc. (“B. Riley”), a related party, has provided a guaranty of payment with regard to the Company’s obligations under the Reimbursement Agreement, as described below. The Company expects to use the proceeds and letter of credit availability under the Debt Facilities for working capital purposes and general corporate purposes. The Revolving Credit Agreement matures on June 30, 2025. As of March 31, 2022, no borrowings have occurred under the Revolving Credit Agreement and under the Letter of Credit Agreement, usage consisted of $16.2 million of financial letters of credit and $90.8 million of performance letters of credit. Each of the Debt Facilities has a maturity date of June 30, 2025. The interest rates applicable under the Revolving Credit Agreement float at a rate per annum equal to either (i) a base rate plus 2.0% or (ii) 1 or 3 month reserve-adjusted LIBOR rate plus 3.0%. The interest rates applicable to the Reimbursement Agreement float at a rate per annum equal to either (i) a base rate plus 6.50% or (ii) 1 or 3 month reserve-adjusted LIBOR plus 7.50%. Under the Letter of Credit Agreement, the Company is required to pay letter of credit fees on outstanding letters of credit equal to (i) administrative fees of 0.75% and (ii) fronting fees of 0.25%. Under the Revolving Credit Agreement, the Company is required to pay letter of credit fees on outstanding letters of credit equal to (i) letter of credit commitment fees of 3.0% and (ii) letter of credit fronting fees of 0.25%. Under each of the Revolving Credit Agreement and the Letter of Credit Agreement, we are required to pay a facility fee equal to 0.375% per annum of the unused portion of the Revolving Credit Agreement or the Letter of Credit Agreement, respectively. The Company is permitted to prepay all or any portion of the loans under the Revolving Credit Agreement prior to maturity without premium or penalty. Prepayments under the Reimbursement Agreement shall be subject to a prepayment fee of 2.25% in the first year after closing, 2.0% in the second year after closing and 1.25% in the third year after closing with no prepayment fee payable thereafter. The Company has mandatory prepayment obligations under the Reimbursement Agreement upon the receipt of proceeds from certain dispositions or casualty or condemnation events. The Revolving Credit Agreement and Letter of Credit Agreement require mandatory prepayments to the extent of an over-advance. The obligations under the Debt Facilities are secured by substantially all assets of the Company and each of the guarantors, in each case subject to inter-creditor arrangements. As noted above, the obligations under the Letter of Credit Facility are also secured by the cash collateral provided by MSD and any other cash collateral provider thereunder. The Debt Documents contain certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The Debt Documents require the Company to comply with certain financial maintenance covenants, including a quarterly fixed charge coverage test of not less than 1.00 to 1.00, a quarterly senior net leverage ratio test of not greater than 2.50 to 1.00, a non-guarantor cash repatriation covenant not to exceed $35 million at any one time, a minimum liquidity covenant of at least $30.0 million at all times, and an annual cap on maintenance capital expenditures of $7.5 million. The Debt Documents also contain customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the respective facility, the failure to comply with certain covenants and agreements specified in the applicable Debt Agreement, defaults in respect of certain other indebtedness and certain events of insolvency. If any event of default occurs, the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Debt Documents may become due and payable immediately. In connection with the Company’s entry into the Debt Documents on June 30, 2021, B. Riley, a related party, entered into a Guaranty Agreement in favor of MSD, in its capacity as administrative agent under the Reimbursement Agreement, for the ratable benefit of MSD, the cash collateral providers and each co-agent or sub-agent appointed by MSD from time to time (the “B. Riley Guaranty”). The B. Riley Guaranty provides for the guarantee of all of the Company’s obligations under the Reimbursement Agreement. The B. Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of the Company’s obligations under the Reimbursement Agreement. Under a fee letter with B. Riley, the Company agreed to pay B. Riley $0.9 million per annum in connection with the B. Riley Guaranty. The Company entered into a reimbursement agreement with B. Riley governing the Company’s obligation to reimburse B. Riley to the extent the B. Riley Guaranty is called upon by the agent or lenders under the Reimbursement Agreement. As of March 31, 2022, a subsidiary has borrowed $1.7 million against a $3.5 million line of credit with a variable interest rate on the line of credit of 5.0% per annum. On April 1, 2022, the line of credit was paid in full and terminated. Effective with the Revolving Credit Agreement, the Company entered into on June 30, 2021, the Company has no remaining Last Out Term Loans and no further borrowings thereunder are available. Letters of Credit, Bank Guarantees and Surety Bonds Certain of our subsidiaries, primarily outside of the United States, have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity. The aggregate value of all such letters of credit and bank guarantees outside of our Letter of Credit Agreement as of March 31, 2022 was $48.3 million. The aggregate value of the outstanding letters of credit provided under the Letter of Credit Agreement backstopping letters of credit or bank guarantees was $34.8 million as of March 31, 2022. Of the outstanding letters of credit issued under the Letter of Credit Agreement, $52.0 million are subject to foreign currency revaluation. We have also 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 the 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. As of March 31, 2022, bonds issued and outstanding under these arrangements in support of our contracts totaled approximately $221.5 million. The aggregate value of the letters of credit backstopping surety bonds was $9.2 million. Our ability to obtain and maintain sufficient capacity under our current Debt Facilities is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, our ability to support contract security requirements in the future will be diminished. Other Indebtedness - Loans Payable As of March 31, 2022, our Denmark subsidiary has three unsecured interest-free loans totaling $3.3 million under a local government loan program related to COVID-19. The loans of $0.8 million, $1.6 million and $0.9 million are payable in April 2022, May 2022 and May 2023, respectively. The loan payable in May 2023 is included in Long term loans payables in our Condensed Consolidated Balance Sheets. Subsequent to March 31, 2022, the loan due April 2022 was repaid on April 1, 2022. As of March 31, 2022, Fosler Construction has two loans totaling $8.9 million. Both loans have a variable interest rate with a minimum rate of 6.0% and are due June 30, 2022. Fosler Construction also has loans, primarily for vehicles and equipment, totaling $0.6 million at March 31, 2022. The vehicle and equipment loans are included in long term loans payables in our Condensed Consolidated Balance Sheets. |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
PREFERRED STOCK | PREFERRED STOCK In May 2021, we completed a public offering of our 7.75% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock") pursuant to an underwriting agreement (the “Underwriting Agreement”) between us and B. Riley Securities, Inc.. At the closing, we issued to the public 4,444,700 shares of our Preferred Stock, at an offering price of $25.00 per share for net proceeds of approximately $106.4 million after deducting underwriting discounts, commissions but before expenses. The Preferred Stock has a par value of $0.01 per share and is perpetual and has no maturity date. The Preferred Stock has a cumulative cash dividend, when and as if declared by our Board of Directors, at a rate of 7.75% per year on the liquidation preference amount of $25.00 per share and payable quarterly in arrears. The Preferred Stock ranks, as to dividend rights and rights as to the distribution of assets upon our liquidation, dissolution or winding-up: (1) senior to all classes or series of our common stock and to all other capital stock issued by us expressly designated as ranking junior to the Preferred Stock; (2) on parity with any future class or series of our capital stock expressly designated as ranking on parity with the Preferred Stock; (3) junior to any future class or series of our capital stock expressly designated as ranking senior to the Preferred Stock; and (4) junior to all our existing and future indebtedness. The Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. We will pay cumulative cash dividends on the Preferred Stock when, as and if declared by our Board of Directors, only out of funds legally available for payment of dividends. Dividends on the Preferred Stock will accrue on the stated amount of $25.00 per share of the Preferred Stock at a rate per annum equal to 7.75% (equivalent to $1.9375 per year), payable quarterly in arrears. Dividends on the Preferred Stock declared by our Board of Directors will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. During the three months ending March 31, 2022, the Company's Board of Directors approved dividends totaling $3.7 million. There are no cumulative undeclared dividends of the Preferred Stock at March 31, 2022. On June 1, 2021, the Company and B. Riley, a related party, entered into an agreement (the “Exchange Agreement”) pursuant to which we (i) issued B. Riley 2,916,880 shares of our Preferred Stock, representing an exchange price of $25.00 per share and paid $0.4 million in cash, and (ii) paid $0.9 million in cash to B. Riley for accrued interest due, in exchange for a deemed prepayment of $73.3 million of our then existing term loans with B. Riley under the Company’s prior A&R Credit Agreement. On July 7, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, in connection with the offer to or through B. Riley Securities, Inc., from time to time, additional shares of Preferred Stock up to an aggregate amount of $76.0 million of Preferred Stock. The Preferred Stock has the same terms and have the same CUSIP number and is fungible with, the Preferred Stock issued during May 2021. For the three months ending March 31, 2022, the Company has sold no additional Preferred Stock pursuant to the sales agreement. As of December 31, 2021, the Company sold $7.7 million aggregate principal amount of Preferred Stock for $7.7 million of net proceeds. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
COMMON STOCK | PREFERRED STOCK In May 2021, we completed a public offering of our 7.75% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock") pursuant to an underwriting agreement (the “Underwriting Agreement”) between us and B. Riley Securities, Inc.. At the closing, we issued to the public 4,444,700 shares of our Preferred Stock, at an offering price of $25.00 per share for net proceeds of approximately $106.4 million after deducting underwriting discounts, commissions but before expenses. The Preferred Stock has a par value of $0.01 per share and is perpetual and has no maturity date. The Preferred Stock has a cumulative cash dividend, when and as if declared by our Board of Directors, at a rate of 7.75% per year on the liquidation preference amount of $25.00 per share and payable quarterly in arrears. The Preferred Stock ranks, as to dividend rights and rights as to the distribution of assets upon our liquidation, dissolution or winding-up: (1) senior to all classes or series of our common stock and to all other capital stock issued by us expressly designated as ranking junior to the Preferred Stock; (2) on parity with any future class or series of our capital stock expressly designated as ranking on parity with the Preferred Stock; (3) junior to any future class or series of our capital stock expressly designated as ranking senior to the Preferred Stock; and (4) junior to all our existing and future indebtedness. The Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. We will pay cumulative cash dividends on the Preferred Stock when, as and if declared by our Board of Directors, only out of funds legally available for payment of dividends. Dividends on the Preferred Stock will accrue on the stated amount of $25.00 per share of the Preferred Stock at a rate per annum equal to 7.75% (equivalent to $1.9375 per year), payable quarterly in arrears. Dividends on the Preferred Stock declared by our Board of Directors will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. During the three months ending March 31, 2022, the Company's Board of Directors approved dividends totaling $3.7 million. There are no cumulative undeclared dividends of the Preferred Stock at March 31, 2022. On June 1, 2021, the Company and B. Riley, a related party, entered into an agreement (the “Exchange Agreement”) pursuant to which we (i) issued B. Riley 2,916,880 shares of our Preferred Stock, representing an exchange price of $25.00 per share and paid $0.4 million in cash, and (ii) paid $0.9 million in cash to B. Riley for accrued interest due, in exchange for a deemed prepayment of $73.3 million of our then existing term loans with B. Riley under the Company’s prior A&R Credit Agreement. On July 7, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, in connection with the offer to or through B. Riley Securities, Inc., from time to time, additional shares of Preferred Stock up to an aggregate amount of $76.0 million of Preferred Stock. The Preferred Stock has the same terms and have the same CUSIP number and is fungible with, the Preferred Stock issued during May 2021. For the three months ending March 31, 2022, the Company has sold no additional Preferred Stock pursuant to the sales agreement. As of December 31, 2021, the Company sold $7.7 million aggregate principal amount of Preferred Stock for $7.7 million of net proceeds. |
INTEREST EXPENSE AND SUPPLEMENT
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION | INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION Interest expense in our Condensed Consolidated Financial Statements consisted of the following components: Three Months Ended March 31, (in thousands) 2022 2021 Components associated with borrowings from: Senior notes $ 6,216 $ 1,733 Last Out Term Loans - cash interest — 3,513 U.S. Revolving Credit Facility — 1,416 6,216 6,662 Components associated with amortization or accretion of: Revolving Credit Agreement 1,060 — Senior notes 643 1,468 U.S. Revolving Credit Facility — 4,400 1,703 5,868 Components associated with interest from: Lease liabilities 708 616 Other interest expense 2,640 1,077 3,348 1,693 Total interest expense $ 11,267 $ 14,223 The following table provides a reconciliation of Cash and cash equivalents and Restricted cash and cash equivalents reporting within the Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows: (in thousands) March 31, 2022 December 31, 2021 March 31, 2021 Held by foreign entities $ 35,870 $ 42,070 $ 25,169 Held by U.S. entities 72,267 182,804 28,664 Cash and cash equivalents 108,137 224,874 53,833 Reinsurance reserve requirements 584 443 2,053 Bank guarantee collateral 492 997 2,560 Letters of credit collateral 1,858 401 — Hold-back for acquisition purchase price (1) 5,899 — — Restricted cash and cash equivalents 8,833 1,841 4,613 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 116,970 $ 226,715 $ 58,446 (1) The purchase price for Fossil Power Systems ("FPS") was $59.1 million, including a hold-back of $5.9 million as reflected above. The hold-back is being held in escrow for potential payment of up to the maximum amount twelve months from the February 1, 2022 date of acquisition if the conditions are met. The hold-back amount is included in Restricted cash and cash equivalents and Other accrued liabilities on our Condensed Consolidated Balance Shee ts. The following cash activity is presented as a supplement to our Condensed Consolidated Statements of Cash Flows and is included in Net cash used in operating activities : Three Months Ended March 31, (in thousands) 2022 2021 Income tax payments, net $ 471 $ 1,499 Interest payments - 8.125% Senior Notes due 2026 $ 3,783 $ — Interest payments - 6.50% Senior Notes due 2026 2,926 — Interest payments on our U.S. Revolving Credit Facility — 5,979 Interest payments on our Last Out Term Loans — 3,560 Total cash paid for interest $ 6,709 $ 9,539 |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | PROVISION FOR INCOME TAXES In the three months ended March 31, 2022, income tax expense was $1.2 million, resulting in an effective tax rate of (16.5)%. In the three months ended March 31, 2021, income tax expense was $2.8 million, resulting in an effective tax rate of (22.5)%. Our effective tax rate for the three months ended March 31, 2022 and 2021 is not reflective of the U.S. statutory rate due to valuation allowances against certain net deferred tax assets and discrete items. We have unfavorable discrete items of $0.4 million for the three months ended March 31, 2022, which primarily represent withholding taxes. We had unfavorable discrete items of $2.5 million in the three months ended March 31, 2021, which primarily represented withholding taxes. We are subject to federal income tax in the United States and numerous countries that have statutory tax rates different than the United States federal statutory rate of 21%. The most significant of these foreign operations are located in Canada, Denmark, Germany, Italy, Mexico, Sweden, and the United Kingdom, with effective tax rates ranging between approximately 19% and 30%. We provide for income taxes based on the tax laws and rates in the jurisdictions where we conduct operations. These jurisdictions may have regimes of taxation that vary in both nominal rates and the basis on which these rates are applied. Our consolidated effective income tax rate can vary from period to period due to these foreign income tax rate variations, changes in the jurisdictional mix of our income and valuation allowances. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES Litigation Relating to Boiler Installation and Supply Contract On December 27, 2019, a complaint was filed against Babcock & Wilcox by P.H. Glatfelter Company (“Glatfelter”) in the United States District Court for the Middle District of Pennsylvania, Case No. 1:19-cv-02215-JPW, alleging claims of breach of contract, fraud, negligent misrepresentation, promissory estoppel and unjust enrichment (the “Glatfelter Litigation”). The complaint alleges damages in excess of $58.9 million. On March 16, 2020 we filed a motion to dismiss, and on December 14, 2020 the court issued its order dismissing the fraud and negligent misrepresentation claims and finding that, in the event that parties’ contract is found to be valid, Plaintiffs’ claims for damages will be subject to the contractual cap on liability (defined as the $11.7 million purchase price subject to certain adjustments). On January 11, 2021, we filed our answer and a counterclaim for breach of contract, seeking damages in excess of $2.9 million. We intend to continue to vigorously litigate the action. However, given the stage of the litigation, it is too early to determine if the outcome of the Glatfelter Litigation will have a material adverse impact on our consolidated financial condition, results of operations or cash flows. Stockholder Derivative and Class Action Litigation On April 14, 2020, a putative B&W stockholder (“Plaintiff”) filed a derivative and class action complaint against certain of the Company’s directors (current and former), executives and significant stockholders (“Defendants”) and the Company (as a nominal defendant). The action was filed in the Delaware Court of Chancery and is captioned Parker v. Avril, et al., C.A. No. 2020-0280-PAF ("Stockholder Litigation"). Plaintiff alleges that Defendants, among other things, did not properly discharge their fiduciary duties in connection with the 2019 rights offering and related transactions. The litigation is currently ongoing and at this time we are unable to determine whether the outcome of the Stockholder Litigation will have a material adverse impact on our consolidated financial condition, results of operations or cash flows, net of any insurance coverage. Russian Invasion of Ukraine We do not currently have contracts directly with Russian entities or businesses and we currently do not do business in Russia directly. We believe the Company’s only involvement with Russia or Russian-entities, involves sales of our products in the amount of approximately $3.1 million by a wholly-owned Italian subsidiary of the Company to non-Russian counterparties who may resell our products to Russian entities or perform services in Russia using our products. The economic sanctions and export-control measures and the ongoing invasion of Ukraine could impact our subsidiary’s rights and responsibilities under the contracts and could result in potential losses to the Company. Other Due to the nature of our business, we are, from time to time, 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 our prior experience, we do not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on our consolidated financial condition, results of operations or cash flows. |
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
COMPREHENSIVE INCOME | COMPREHENSIVE INCOME Gains and losses deferred in accumulated other comprehensive income (loss) ("AOCI") are generally reclassified and recognized in the Condensed Consolidated Statements of Operations once they are realized. The changes in the components of AOCI, net of tax, for the first quarter of 2022 and 2021 were as follows: (in thousands) Currency translation loss Net unrecognized loss related to benefit plans (net of tax) Total Balance at December 31, 2021 $ (55,499) $ (3,323) $ (58,822) Other comprehensive loss before reclassifications (4,285) — (4,285) Reclassified from AOCI to net loss — 593 593 Net other comprehensive (loss) income (4,285) 593 (3,692) Balance at March 31, 2022 (59,784) (2,730) (62,514) (in thousands) Currency translation Net unrecognized loss Total Balance at December 31, 2020 $ (47,575) $ (4,815) $ (52,390) Other comprehensive loss before reclassifications (70) — (70) Reclassified from AOCI to net (loss) income (4,512) 198 (4,314) Net other comprehensive (loss) income (4,582) 198 (4,384) Balance at March 31, 2021 $ (52,157) $ (4,617) $ (56,774) The amounts reclassified out of AOCI by component and the affected Condensed Consolidated Statements of Operations line items are as follows (in thousands): AOCI component Line items in the Condensed Consolidated Statements of Operations affected by reclassifications from AOCI Three Months Ended March 31, 2022 2021 Release of currency translation adjustment with the sale of business Loss on sale of business $ — $ 4,512 Pension and post retirement adjustments, net of tax Benefit plans, net (593) (198) Net (loss) income $ (593) $ 4,314 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by the FASB Topic, Fair Value Measurements and Disclosures ). (in thousands) Available-for-sale securities March 31, 2022 Level 1 Level 2 Corporate notes and bonds $ 8,218 $ 8,218 $ — Mutual funds 673 — 673 United States Government and agency securities 2,933 2,933 — Total fair value of available-for-sale securities $ 11,824 $ 11,151 $ 673 (in thousands) Available-for-sale securities December 31, 2021 Level 1 Level 2 Corporate notes and bonds $ 9,477 $ 9,477 $ — Mutual funds 714 — 714 United States Government and agency securities 2,017 2,017 — Total fair value of available-for-sale securities $ 12,208 $ 11,494 $ 714 Available-For-Sale Securities Our investments in available-for-sale securities are presented in other assets on our Condensed Consolidated Balance Sheets with contractual maturities ranging from 0-5 years. Senior Notes See Note 12 above for a discussion of our senior notes. The fair value of the senior notes is based on readily available quoted market prices as of March 31, 2022. (in thousands) March 31, 2022 Senior Notes Carrying Value Estimated Fair Value 8.125% Senior Notes due 2026 ('BWSN') $ 188,200 $ 197,759 6.50% Senior Notes due 2026 ('BWNB') $ 151,440 $ 144,353 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 and cash equivalents . The carrying amounts that we have reported in the accompanying Condensed Consolidated Balance Sheets for cash and cash equivalents and restricted cash and cash equivalents approximate their fair values due to their highly liquid nature. • Revolving Debt . We base the fair values of debt instruments on quoted market prices. Where quoted prices are not available, we base the fair values on Level 2 inputs such as the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. The fair value of our Revolving Debt approximated their carrying value at March 31, 2022. • Warrants. The fair value of the warrants was established using the Black-Scholes option pricing model value approach. • Contingent consideration: |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company believes 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 approximately 30.3% of our outstanding common stock as of March 31, 2022. We entered into an agreement with BRPI Executive Consulting, LLC, an affiliate of B. Riley, on November 19, 2018 and amended the agreement on November 9, 2020 to retain the services of Mr. Kenny Young, to serve as our Chief Executive Officer until December 31, 2023, unless terminated by either party with thirty days written notice. Under this agreement, payments are $0.75 million per annum, paid monthly. Subject to the achievement of certain performance objectives as determined by the Compensation Committee of the Board, a bonus or bonuses may also be earned and payable to BRPI Executive Consulting, LLC. Total fees associated with B. Riley related to the services of Mr. Kenny Young were $0.2 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively . The public offering of our 8.125% Senior Notes in February 2021, as described in Note 12, was conducted pursuant to an underwriting agreement dated February 10, 2021, between us and B. Riley Securities, Inc., an affiliate of B. Riley, as representative of several underwriters. At the closing date on February 12, 2021, we paid B. Riley Securities, Inc. $5.2 million for underwriting fees and other transaction cost related to the 8.125% Senior Notes offering. The public offering of our common stock, as described in Note 14, was conducted pursuant to an underwriting agreement dated February 9, 2021, between us and B. Riley Securities, Inc., as representative of the several underwriters. Also on February 12, 2021, we paid B. Riley Securities, Inc. $9.5 million for underwriting fees and other transaction costs related to the offering. On February 12, 2021, the Company and B. Riley entered into the Exchange Agreement pursuant to which we agreed to issue to B. Riley $35.0 million aggregate principal amount of 8.125% Senior Notes in exchange for a deemed prepayment of $35.0 million of our existing Tranche A term loan with B. Riley Financial in the Exchange , as described in Note 12 . On March 31, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, in which we may sell, from time to time, up to an aggregated principal amount of $150.0 million of 8.125% Senior N otes due 2026 to or through B. Riley Securities, Inc., as described in Note 12 . As of March 31, 2022, we paid B. Riley Securities, In c. $0.6 million for underwriting fees and other transaction costs related to the offering of which $0.1 million has been paid for the three months ended March 31, 2022. The public offering of our 7.75% Series A Cumulative Perpetual Preferred Stock, as described in Note 13, was conducted pursuant to an underwriting agreement dated May 4, 2021, between us and B. Riley Securities, Inc., as representative of several underwriters. At the closing date on May 2021, we paid B. Riley Securities, Inc. $4.3 million for underwriting fees and other transaction cost related to the Preferred Stock offering. On May 26, 2021, we completed the additional sale of 444,700 shares of our Preferred Stock, related to the grant to the underwriters, as described i n Note 13, and paid B. Riley Securities, Inc. $0.4 million for underwriting fees in conjunction with the transaction. On June 1, 2021, we issued 2,916,880 shares of the Company’s 7.75% Series A Cumulative Perpetual Preferred Stock and paid $0.4 million in cash due to B. Riley, a related party, in exchange for a deemed prepayment of $73.3 million of our then existing Last Out Term Loans and paid $0.9 million in cash for accrued interest, as described in Note 13. On June 30, 2021, we entered into new Debt Facilities, as described in Note 12 . In connection with the Company’s entry into the Debt Facilities, B. Riley Financial, Inc., an affiliate of B. Riley, has provided a guaranty of payment with regard to the Company’s obligations under the Reimbursement Agreement, as describe in Note 12 . Under a fee letter with B. Riley, the Company shall pay B. Riley $0.9 million per annum in connection with the B. Riley Guaranty. On July 7, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, in which we may sell, from time to time, up to an aggregated principal amount of $76.0 million of Preferred Stock to or through B. Riley Securities, Inc., as described in Note 13 . As of March 31, 2022, we paid B. Riley Securities, Inc. $0.2 million for underwriting fees and other transaction costs related to the offering. The public offering of our 6.50% Senior Notes in December 2021, as described in Note 12, was conducted pursuant to an underwriting agreement dated December 8, 2021, between us and B. Riley Securities, Inc., an affiliate of B. Riley, as representative of several underwriters. At the closing date on December 13, 2021, we paid B. Riley Securities, Inc. $5.5 million for underwriting fees and other transaction cost related to the 6.50% Senior Notes offering. On December 17, 2021, B. Riley Financial, Inc. entered into a General Agreement of Indemnity (the "Indemnity Agreement"), between us and AXA-XL and or its affiliated associated and subsidiary companies (collectively the “Surety”). Pursuant to the terms of the Indemnity Agreement, B. Riley will indemnify the Surety for losses the Surety may incur as a result of providing a payment and performance bond in an aggregate amount not to exceed €30.0 million in connection with our proposed performance on a specified project. In consideration of B. Riley's execution of the Indemnity Agreement, we paid B. Riley a fee of $1.7 million following the issuance of the bond by the Surety, which represents approximately 5.0% of the bonded obligations, to be amortized over the term of the agreement. On December 28, 2021, we received a notice that the underwriters of the 6.50% Senior Notes had elected to exercise their overallotment option for an additional $11.4 million in aggregate principal amount of the Senior Notes. At the closing date on December 30, 2021, we paid B. Riley Securities, Inc. $0.5 million for underwriting fees and other transaction cost related to the 6.50% Senior Notes overallotment. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
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. |
NEW ACCOUNTING STANDARDS
NEW ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
NEW ACCOUNTING STANDARDS | NEW ACCOUNTING STANDARDS We adopted the following accounting standard during the first quarter of 2022: In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) . The amendments in this update simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity by removing major separation models required under current U.S. GAAP. The amendments also improve the consistency of diluted earnings per share calculations. The impact of this standard on our Condensed Consolidated Financial Statements was immaterial. New accounting standards not yet adopted that could affect our Condensed Consolidated Financial Statements in the future are summarized as follows: In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendment in this update provides an exception to fair value measurement for contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination. As a result, contract assets and contract liabilities will be recognized and measured by the acquirer in accordance with ASC 606, Revenue from Contracts with Customers. The amendment also improves consistency in revenue recognition in the post-acquisition period for acquired contracts as compared to contracts entered into after the business combination. The amendment in this update is effective for public business entities in January 2023; all other entities have an additional year to adopt. Early adoption is permitted; however, if the new guidance is adopted in an interim period, it is required to be applied retrospectively to all business combinations within the year of adoption. This amendment is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact of the standard on our condensed consolidated financial statements. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326: Financial Instruments - Credit Losses. This update is an amendment to the new credit losses standard, ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , that was issued in June 2016 and clarifies that operating lease receivables are not within the scope of Topic 326. The new credit losses standard changes the accounting for credit losses for certain instruments. The new measurement approach is based on expected losses, commonly referred to as the current expected credit loss ("CECL") model, and applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investment in leases, and reinsurance and trade receivables, as well as certain off-balance sheet credit exposures, such as loan commitments. The standard also changes the impairment model for available-for-sale debt securities. The provisions of this standard will primarily impact the allowance for doubtful accounts on our trade receivables, contracts in progress, and potentially our impairment model for available-for-sale debt securities (to the extent we have any upon adoption). For public, smaller reporting companies, this standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact of both standards on our Condensed Consolidated Financial Statements. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
New accounting standards | We adopted the following accounting standard during the first quarter of 2022: In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) . The amendments in this update simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity by removing major separation models required under current U.S. GAAP. The amendments also improve the consistency of diluted earnings per share calculations. The impact of this standard on our Condensed Consolidated Financial Statements was immaterial. New accounting standards not yet adopted that could affect our Condensed Consolidated Financial Statements in the future are summarized as follows: In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendment in this update provides an exception to fair value measurement for contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination. As a result, contract assets and contract liabilities will be recognized and measured by the acquirer in accordance with ASC 606, Revenue from Contracts with Customers. The amendment also improves consistency in revenue recognition in the post-acquisition period for acquired contracts as compared to contracts entered into after the business combination. The amendment in this update is effective for public business entities in January 2023; all other entities have an additional year to adopt. Early adoption is permitted; however, if the new guidance is adopted in an interim period, it is required to be applied retrospectively to all business combinations within the year of adoption. This amendment is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact of the standard on our condensed consolidated financial statements. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326: Financial Instruments - Credit Losses. This update is an amendment to the new credit losses standard, ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , that was issued in June 2016 and clarifies that operating lease receivables are not within the scope of Topic 326. The new credit losses standard changes the accounting for credit losses for certain instruments. The new measurement approach is based on expected losses, commonly referred to as the current expected credit loss ("CECL") model, and applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investment in leases, and reinsurance and trade receivables, as well as certain off-balance sheet credit exposures, such as loan commitments. The standard also changes the impairment model for available-for-sale debt securities. The provisions of this standard will primarily impact the allowance for doubtful accounts on our trade receivables, contracts in progress, and potentially our impairment model for available-for-sale debt securities (to the extent we have any upon adoption). For public, smaller reporting companies, this standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact of both standards on our Condensed Consolidated Financial Statements. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted 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: Three Months Ended March 31, (in thousands, except per share amounts) 2022 2021 Net loss attributable to stockholders of common stock $ (11,979) $ (15,464) Weighted average shares used to calculate basic and diluted loss per share 87,992 71,396 Basic loss per share $ (0.14) $ (0.22) Diluted loss per share $ (0.14) $ (0.22) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Revenues exclude eliminations of revenues generated from sales to other segments or to other product lines within the segment. An analysis of our operations by segment is as follows: Three Months Ended March 31, (in thousands) 2022 2021 Revenues: B&W Renewable segment B&W Renewable $ 19,711 $ 17,997 B&W Renewable Services (1) 8,288 5,260 Vølund 16,336 5,554 Fosler Solar 23,626 — 67,961 28,811 B&W Environmental segment B&W Environmental 18,185 17,433 SPIG 12,060 11,184 GMAB 4,703 2,543 34,948 31,160 B&W Thermal segment B&W Thermal 102,239 108,281 102,239 108,281 Eliminations (1,099) (4) Total Revenues $ 204,049 $ 168,248 (1) B&W Renewable Services' 2021 revenues were reclassed from Vølund's prior year reported amount for year-over-year comparability. |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Adjusted EBITDA for each segment is presented below with a reconciliation from net loss. Three Months Ended March 31, (in thousands) 2022 2021 Net loss $ (8,684) $ (15,443) Interest expense 12,324 14,509 Income tax expense 1,230 2,836 Depreciation & amortization 6,202 4,058 EBITDA 11,072 5,960 Benefit plans, net (7,452) (9,098) Gain on sales, net (20) (2,362) Stock compensation 1,319 7,829 Restructuring activities and business services transition costs 2,688 993 Advisory fees for settlement costs and liquidity planning 1,032 1,978 Litigation costs 2,528 380 Acquisition pursuit and related costs 843 — Product development (1) 852 — Foreign exchange (3,085) 1,209 Financial advisory services 375 933 Contract step-up purchase price adjustment 1,745 — Loss from business held for sale — 483 Other - net 123 266 Adjusted EBITDA $ 12,020 $ 8,571 (1) Costs associated with development of commercially viable products that are ready to go to market. Three Months Ended March 31, (in thousands) 2022 2021 Adjusted EBITDA B&W Renewable segment $ 1,455 $ 204 B&W Environmental segment 1,439 1,105 B&W Thermal segment 14,154 10,535 Corporate (4,373) (2,685) Research and development costs (655) (588) $ 12,020 $ 8,571 |
REVENUE RECOGNITION AND CONTR_2
REVENUE RECOGNITION AND CONTRACTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contracts in Progress and Advance Billings on Contracts | The following represents the components of our Contracts in progress and Advance billings on contracts included in our Condensed Consolidated Balance Sheets: (in thousands) March 31, 2022 December 31, 2021 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 32,101 $ 35,939 $ (3,838) (11) % Revenues recognized less billings to customers 63,871 44,237 19,634 44 % Contracts in progress $ 95,972 $ 80,176 $ 15,796 20 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 100,130 $ 68,615 $ 31,515 46 % Costs of revenue recognized less cost incurred (220) (235) 15 (6) % Advance billings on contracts $ 99,910 $ 68,380 $ 31,530 46 % Net contract balance $ (3,938) $ 11,796 $ (15,734) (133) % Accrued contract losses $ 4,652 $ 378 $ 4,274 1,131 % |
Schedule of Recognized Changes in Estimated Gross Profit | In the three months ended March 31, 2022 and 2021, we recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Three months ended March 31, (in thousands) 2022 2021 Increases in gross profit for changes in estimates for over time contracts $ 3,341 $ 3,025 Decreases in gross profit for changes in estimates for over time contracts (2,862) (1,358) Net changes in gross profit for changes in estimates for over time contracts $ 479 $ 1,667 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows: (in thousands) March 31, 2022 December 31, 2021 Raw materials and supplies $ 63,772 $ 56,352 Work in progress 7,212 5,723 Finished goods 19,417 17,452 Total inventories $ 90,401 $ 79,527 |
PROPERTY, PLANT & EQUIPMENT, _2
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment and Finance Lease | Property, plant and equipment less accumulated depreciation is as follows: (in thousands) March 31, 2022 December 31, 2021 Land $ 1,533 $ 1,489 Buildings 32,681 31,895 Machinery and equipment 145,134 144,325 Property under construction 4,877 12,480 184,225 190,189 Less accumulated depreciation 134,639 133,137 Net property, plant and equipment 49,586 57,052 Finance leases 34,160 34,159 Less finance lease accumulated amortization 6,590 5,584 Net property, plant and equipment, and finance lease $ 77,156 $ 85,627 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following summarizes the changes in the net carrying amount of goodwill as of March 31, 2022: (in thousands) B&W B&W Environmental B&W Total Balance at December 31, 2021 $ 79,357 $ 5,667 $ 31,438 $ 116,462 Addition - Fossil Power (1) — — 35,392 35,392 Addition - Optimus Industries (1) — — 11,081 11,081 Measurement period adjustments - Fosler (1)(2) 11,163 — — 11,163 Measurement period adjustments - VODA (1)(2) (61) — — (61) Currency translation adjustments 57 45 232 334 Balance at March 31, 2022 $ 90,516 $ 5,712 $ 78,143 $ 174,371 (1) As described in Note 21, we are in the process of completing the purchase price allocation associated with the Fosler Construction, VODA, Fossil Power and Optimus Industries acquisitions and as a result, the provisional measurements of goodwill associated with these acquisitions are subject to change. (2) Our preliminary purchase price allocation changed due to additional information and further analysis. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Our intangible assets are as follows: (in thousands) March 31, 2022 December 31, 2021 Definite-lived intangible assets (1) Customer relationships $ 67,332 $ 46,903 Unpatented technology 18,591 15,410 Patented technology 3,682 3,103 Tradename 13,383 12,747 Acquired backlog 3,100 3,100 All other 9,128 9,319 Gross value of definite-lived intangible assets 115,216 90,582 Customer relationships amortization (21,820) (20,800) Unpatented technology amortization (8,729) (8,313) Patented technology amortization (2,769) (2,729) Tradename amortization (5,595) (5,425) Acquired backlog (3,100) (1,620) All other amortization (9,056) (9,205) Accumulated amortization (51,069) (48,092) Net definite-lived intangible assets $ 64,147 $ 42,490 Indefinite-lived intangible assets Trademarks and trade names $ 1,305 $ 1,305 Total intangible assets, net $ 65,452 $ 43,795 |
Schedule of Finite-Lived Intangible Assets | The following summarizes the changes in the carrying amount of intangible assets, net: Three Months Ended March 31, (in thousands) 2022 2021 Balance at beginning of period $ 43,795 $ 23,908 Business acquisitions and adjustments (1) 25,092 — Amortization expense (2,978) (856) Currency translation adjustments (457) (843) Balance at end of the period $ 65,452 $ 22,209 |
Schedule of Indefinite-Lived Intangible Assets | The following summarizes the changes in the carrying amount of intangible assets, net: Three Months Ended March 31, (in thousands) 2022 2021 Balance at beginning of period $ 43,795 $ 23,908 Business acquisitions and adjustments (1) 25,092 — Amortization expense (2,978) (856) Currency translation adjustments (457) (843) Balance at end of the period $ 65,452 $ 22,209 |
Schedule of Estimated Future Intangible Asset Amortization Expense | Estimated future intangible asset amortization expense as of March 31, 2022 is as follows (in thousands): Amortization Expense Year ending December 31, 2022 5,990 Year ending December 31, 2023 7,986 Year ending December 31, 2024 7,906 Year ending December 31, 2025 7,089 Year ending December 31, 2026 5,890 Year ending December 31, 2027 5,229 Thereafter 24,057 |
ACCRUED WARRANTY EXPENSE (Table
ACCRUED WARRANTY EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Changes in Carrying Amount of Accrued Warranty Expense | Changes in the carrying amount of our accrued warranty expense are as follows: Three Months Ended March 31, (in thousands) 2022 2021 Balance at beginning of period $ 12,925 $ 25,399 Additions 1,300 1,475 Expirations and other changes (1,467) (1,318) Payments (193) (5,943) Translation and other (692) (76) Balance at end of period $ 11,873 $ 19,537 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Activity | The following tables summarizes the restructuring activity incurred by segment: Three Months Ended March 31, Three Months Ended March 31, 2022 2021 (in thousands) Total Severance and related costs Other (1) Total Severance and related Costs Other (1) B&W Renewable segment $ (193) $ (229) $ 36 $ 509 $ 453 $ 56 B&W Environmental segment 69 10 59 89 35 54 B&W Thermal segment 198 50 148 348 12 336 Corporate 20 — 20 47 — 47 $ 94 $ (169) $ 263 $ 993 $ 500 $ 493 Cumulative costs to date $ 45,277 37,083 8,194 |
Activity Related to the Restructuring Liabilities | Activity related to the restructuring liabilities is as follows: Three Months Ended March 31, (in thousands) 2022 2021 Balance at beginning of period $ 6,561 $ 8,146 Restructuring expense 94 993 Payments (749) (1,117) Balance at end of period $ 5,906 $ 8,022 |
PENSION PLANS AND OTHER POSTR_2
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | Components of net periodic cost (benefit) included in net (loss) income are as follows: Pension Benefits Other Benefits Three Months Ended March 31, Three Months Ended March 31, (in thousands) 2022 2021 2022 2021 Interest cost $ 6,664 $ 5,671 $ 49 $ 39 Expected return on plan assets (14,366) (15,009) — — Amortization of prior service cost (credit) 28 28 173 173 Benefit plans, net (1) (7,674) (9,310) 222 212 Service cost included in COS (2) 201 217 5 6 Net periodic benefit cost (benefit) $ (7,473) $ (9,093) $ 227 $ 218 (1) Benefit plans, net , which is presented separately in our Condensed Consolidated Statements of Operations, is not allocated to the segments. (2) Service cost related to a small group of active participants is presented within Cost of operations in our Condensed Consolidated Statements of Operations and is allocated to the B&W Thermal segment. |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Senior Notes | The components of the Company's senior notes at March 31, 2022 are as follows: Senior Notes (in thousands) 8.125% 6.50% Total Senior notes due 2026 $ 188,200 $ 151,440 $ 339,640 Unamortized deferred financing costs (5,043) (6,297) (11,340) Unamortized premium 570 — 570 Net debt balance $ 183,727 $ 145,143 $ 328,870 |
INTEREST EXPENSE AND SUPPLEME_2
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Interest Expenses | Interest expense in our Condensed Consolidated Financial Statements consisted of the following components: Three Months Ended March 31, (in thousands) 2022 2021 Components associated with borrowings from: Senior notes $ 6,216 $ 1,733 Last Out Term Loans - cash interest — 3,513 U.S. Revolving Credit Facility — 1,416 6,216 6,662 Components associated with amortization or accretion of: Revolving Credit Agreement 1,060 — Senior notes 643 1,468 U.S. Revolving Credit Facility — 4,400 1,703 5,868 Components associated with interest from: Lease liabilities 708 616 Other interest expense 2,640 1,077 3,348 1,693 Total interest expense $ 11,267 $ 14,223 |
Schedule of Cash and Cash Equivalents Reconciliation | The following table provides a reconciliation of Cash and cash equivalents and Restricted cash and cash equivalents reporting within the Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows: (in thousands) March 31, 2022 December 31, 2021 March 31, 2021 Held by foreign entities $ 35,870 $ 42,070 $ 25,169 Held by U.S. entities 72,267 182,804 28,664 Cash and cash equivalents 108,137 224,874 53,833 Reinsurance reserve requirements 584 443 2,053 Bank guarantee collateral 492 997 2,560 Letters of credit collateral 1,858 401 — Hold-back for acquisition purchase price (1) 5,899 — — Restricted cash and cash equivalents 8,833 1,841 4,613 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 116,970 $ 226,715 $ 58,446 (1) The purchase price for Fossil Power Systems ("FPS") was $59.1 million, including a hold-back of $5.9 million as reflected above. The hold-back is being held in escrow for potential payment of up to the maximum amount twelve months from the February 1, 2022 date of acquisition if the conditions are met. The hold-back amount is included in Restricted cash and cash equivalents and Other accrued liabilities on our Condensed Consolidated Balance Shee |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of Cash and cash equivalents and Restricted cash and cash equivalents reporting within the Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows: (in thousands) March 31, 2022 December 31, 2021 March 31, 2021 Held by foreign entities $ 35,870 $ 42,070 $ 25,169 Held by U.S. entities 72,267 182,804 28,664 Cash and cash equivalents 108,137 224,874 53,833 Reinsurance reserve requirements 584 443 2,053 Bank guarantee collateral 492 997 2,560 Letters of credit collateral 1,858 401 — Hold-back for acquisition purchase price (1) 5,899 — — Restricted cash and cash equivalents 8,833 1,841 4,613 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 116,970 $ 226,715 $ 58,446 (1) The purchase price for Fossil Power Systems ("FPS") was $59.1 million, including a hold-back of $5.9 million as reflected above. The hold-back is being held in escrow for potential payment of up to the maximum amount twelve months from the February 1, 2022 date of acquisition if the conditions are met. The hold-back amount is included in Restricted cash and cash equivalents and Other accrued liabilities on our Condensed Consolidated Balance Shee |
Schedule of Supplemental Cash Flow Disclosures | The following cash activity is presented as a supplement to our Condensed Consolidated Statements of Cash Flows and is included in Net cash used in operating activities : Three Months Ended March 31, (in thousands) 2022 2021 Income tax payments, net $ 471 $ 1,499 Interest payments - 8.125% Senior Notes due 2026 $ 3,783 $ — Interest payments - 6.50% Senior Notes due 2026 2,926 — Interest payments on our U.S. Revolving Credit Facility — 5,979 Interest payments on our Last Out Term Loans — 3,560 Total cash paid for interest $ 6,709 $ 9,539 |
COMPREHENSIVE INCOME (Tables)
COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The changes in the components of AOCI, net of tax, for the first quarter of 2022 and 2021 were as follows: (in thousands) Currency translation loss Net unrecognized loss related to benefit plans (net of tax) Total Balance at December 31, 2021 $ (55,499) $ (3,323) $ (58,822) Other comprehensive loss before reclassifications (4,285) — (4,285) Reclassified from AOCI to net loss — 593 593 Net other comprehensive (loss) income (4,285) 593 (3,692) Balance at March 31, 2022 (59,784) (2,730) (62,514) (in thousands) Currency translation Net unrecognized loss Total Balance at December 31, 2020 $ (47,575) $ (4,815) $ (52,390) Other comprehensive loss before reclassifications (70) — (70) Reclassified from AOCI to net (loss) income (4,512) 198 (4,314) Net other comprehensive (loss) income (4,582) 198 (4,384) Balance at March 31, 2021 $ (52,157) $ (4,617) $ (56,774) |
Schedule of Reclassification out of Accumulated Other Comprehensive Income | The amounts reclassified out of AOCI by component and the affected Condensed Consolidated Statements of Operations line items are as follows (in thousands): AOCI component Line items in the Condensed Consolidated Statements of Operations affected by reclassifications from AOCI Three Months Ended March 31, 2022 2021 Release of currency translation adjustment with the sale of business Loss on sale of business $ — $ 4,512 Pension and post retirement adjustments, net of tax Benefit plans, net (593) (198) Net (loss) income $ (593) $ 4,314 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by the FASB Topic, Fair Value Measurements and Disclosures ). (in thousands) Available-for-sale securities March 31, 2022 Level 1 Level 2 Corporate notes and bonds $ 8,218 $ 8,218 $ — Mutual funds 673 — 673 United States Government and agency securities 2,933 2,933 — Total fair value of available-for-sale securities $ 11,824 $ 11,151 $ 673 (in thousands) Available-for-sale securities December 31, 2021 Level 1 Level 2 Corporate notes and bonds $ 9,477 $ 9,477 $ — Mutual funds 714 — 714 United States Government and agency securities 2,017 2,017 — Total fair value of available-for-sale securities $ 12,208 $ 11,494 $ 714 (in thousands) March 31, 2022 Senior Notes Carrying Value Estimated Fair Value 8.125% Senior Notes due 2026 ('BWSN') $ 188,200 $ 197,759 6.50% Senior Notes due 2026 ('BWNB') $ 151,440 $ 144,353 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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) |
Schedule of Finite-Lived Intangible Assets Acquired in Business Combination | 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. |
Schedule of Business Acquisitions | 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 |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to stockholders of common stock, basic | $ (11,979) | $ (15,464) |
Net loss attributable to stockholders of common stock, diluted | $ (11,979) | $ (15,464) |
Weighted average shares used to calculate basic loss per share (in shares) | 87,992 | 71,396 |
Weighted average shares used to calculate diluted loss per share (in shares) | 87,992 | 71,396 |
Basic loss per share (in dollars per share) | $ (0.14) | $ (0.22) |
Diluted loss per share (in dollars per share) | $ (0.14) | $ (0.22) |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Excluded shares that would have been included with net income (in shares) | 0.9 | 1.6 |
Antidilutive securities excluded from computing of earnings per share (in shares) | 0.4 | 0.4 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SEGMENT REPORTING - Schedule of
SEGMENT REPORTING - Schedule of Operating Results by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 204,049 | $ 168,248 |
Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenues | (1,099) | (4) |
B&W Renewable segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 67,961 | 28,811 |
B&W Renewable segment | B&W Renewable | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 19,711 | 17,997 |
B&W Renewable segment | B&W Renewable Services | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,288 | 5,260 |
B&W Renewable segment | Vølund | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 16,336 | 5,554 |
B&W Renewable segment | Fosler Solar | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 23,626 | 0 |
B&W Environmental segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 34,948 | 31,160 |
B&W Environmental segment | B&W Environmental | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 18,185 | 17,433 |
B&W Environmental segment | SPIG | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 12,060 | 11,184 |
B&W Environmental segment | GMAB | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 4,703 | 2,543 |
B&W Thermal segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 102,239 | 108,281 |
B&W Thermal segment | B&W Thermal | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 102,239 | $ 108,281 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Adjusted EBITDA to Consolidated Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Net loss | $ (8,684) | $ (15,443) |
Interest expense | 12,324 | 14,509 |
Income tax expense | 1,230 | 2,836 |
Depreciation & amortization | 6,202 | 4,058 |
EBITDA | 11,072 | 5,960 |
Benefit plans, net | (7,452) | (9,098) |
Gain on sales, net | (20) | (2,362) |
Stock compensation | 1,319 | 7,829 |
Restructuring activities and business services transition costs | 2,688 | 993 |
Advisory fees for settlement costs and liquidity planning | 1,032 | 1,978 |
Litigation costs | 2,528 | 380 |
Acquisition pursuit and related costs | 843 | 0 |
Product development | 852 | 0 |
Foreign exchange | (3,085) | 1,209 |
Financial advisory services | 375 | 933 |
Contract step-up purchase price adjustment | 1,745 | 0 |
Loss from business held for sale | 0 | 483 |
Other expense – net | 123 | 266 |
Adjusted EBITDA | 12,020 | 8,571 |
Operating Segments | B&W Renewable segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 1,455 | 204 |
Operating Segments | B&W Environmental | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 1,439 | 1,105 |
Operating Segments | B&W Thermal segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 14,154 | 10,535 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | (4,373) | (2,685) |
Research and development costs | ||
Segment Reporting Information [Line Items] | ||
Research and development costs | $ (655) | $ (588) |
REVENUE RECOGNITION AND CONTR_3
REVENUE RECOGNITION AND CONTRACTS - Revenue Recognition (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Transferred at Point in Time | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percent of revenue | 19.00% | 27.00% |
Transferred over Time | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percent of revenue | 81.00% | 73.00% |
REVENUE RECOGNITION AND CONTR_4
REVENUE RECOGNITION AND CONTRACTS - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 95,972 | $ 80,176 |
Contract assets - included in contracts in progress, $ change | $ 15,796 | |
Contract assets - included in contracts in progress, % change | 20.00% | |
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 99,910 | 68,380 |
Contract liabilities - included in advance billings on contracts, $ change | $ 31,530 | |
Contract liabilities - included in advance billings on contracts, % change | 46.00% | |
Net contract balance | $ (3,938) | 11,796 |
Net contract balance, $ change | $ (15,734) | |
Net contract balance, % change | (133.00%) | |
Accrued contract losses | $ 4,652 | 378 |
Accrued contract losses, $ change | $ 4,274 | |
Accrued contract losses, % change | 1131.00% | |
Billings to customers less revenues recognized | ||
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 100,130 | 68,615 |
Contract liabilities - included in advance billings on contracts, $ change | $ 31,515 | |
Contract liabilities - included in advance billings on contracts, % change | 46.00% | |
Costs of revenue recognized less cost incurred | ||
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ (220) | (235) |
Contract liabilities - included in advance billings on contracts, $ change | $ 15 | |
Contract liabilities - included in advance billings on contracts, % change | (6.00%) | |
Costs incurred less costs of revenue recognized | ||
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 32,101 | 35,939 |
Contract assets - included in contracts in progress, $ change | $ (3,838) | |
Contract assets - included in contracts in progress, % change | (11.00%) | |
Revenues recognized less billings to customers | ||
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 63,871 | $ 44,237 |
Contract assets - included in contracts in progress, $ change | $ 19,634 | |
Contract assets - included in contracts in progress, % change | 44.00% |
REVENUE RECOGNITION AND CONTR_5
REVENUE RECOGNITION AND CONTRACTS - Backlog (Details) $ in Millions | Mar. 31, 2022USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 721 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 61.40% |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 15.40% |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 23.20% |
Expected timing of satisfaction, period |
REVENUE RECOGNITION AND CONTR_6
REVENUE RECOGNITION AND CONTRACTS - Changes in Contract Estimates (Details) - Transferred over Time - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Increases in gross profit for changes in estimates for over time contracts | $ 3,341 | $ 3,025 |
Decreases in gross profit for changes in estimates for over time contracts | (2,862) | (1,358) |
Net changes in gross profit for changes in estimates for over time contracts | $ 479 | $ 1,667 |
REVENUE RECOGNITION AND CONTR_7
REVENUE RECOGNITION AND CONTRACTS - B&W Renewable Projects (Details) - Fosler Construction $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022USD ($)project | Mar. 31, 2022USD ($) | Mar. 31, 2022USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Purchase price allocation adjustments | $ 14,900 | $ 11,163 | $ 19,912 |
Measurement period adjustment, goodwill and current liabilities change | 14,500 | $ 14,500 | |
Measurement period adjustment, warranty accruals | $ 400 | ||
Fosler Solar Reporting Unit | |||
Disaggregation of Revenue [Line Items] | |||
Number of projects | project | 7 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 63,772 | $ 56,352 |
Work in progress | 7,212 | 5,723 |
Finished goods | 19,417 | 17,452 |
Total inventories | $ 90,401 | $ 79,527 |
PROPERTY, PLANT & EQUIPMENT, _3
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASE (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | $ 184,225 | $ 190,189 |
Less accumulated depreciation | 134,639 | 133,137 |
Net property, plant and equipment | 49,586 | 57,052 |
Finance leases | 34,160 | 34,159 |
Less finance lease accumulated amortization | 6,590 | 5,584 |
Net property, plant and equipment, and finance lease | 77,156 | 85,627 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 1,533 | 1,489 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 32,681 | 31,895 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 145,134 | 144,325 |
Property under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | $ 4,877 | $ 12,480 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2022 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 116,462,000 | |||
Currency translation adjustments | 334,000 | |||
Ending balance | $ 174,371,000 | 174,371,000 | $ 174,371,000 | $ 174,371,000 |
Goodwill impairment | 0 | |||
B&W Renewable segment | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 79,357,000 | |||
Currency translation adjustments | 57,000 | |||
Ending balance | 90,516,000 | 90,516,000 | 90,516,000 | 90,516,000 |
B&W Environmental | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 5,667,000 | |||
Currency translation adjustments | 45,000 | |||
Ending balance | 5,712,000 | 5,712,000 | 5,712,000 | 5,712,000 |
B&W Thermal segment | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 31,438,000 | |||
Currency translation adjustments | 232,000 | |||
Ending balance | 78,143,000 | 78,143,000 | 78,143,000 | 78,143,000 |
Fossil Power | ||||
Goodwill [Roll Forward] | ||||
Addition | 35,392,000 | |||
Fossil Power | B&W Renewable segment | ||||
Goodwill [Roll Forward] | ||||
Addition | 0 | |||
Fossil Power | B&W Environmental | ||||
Goodwill [Roll Forward] | ||||
Addition | 0 | |||
Fossil Power | B&W Thermal segment | ||||
Goodwill [Roll Forward] | ||||
Addition | 35,392,000 | |||
Optimus Industries | ||||
Goodwill [Roll Forward] | ||||
Addition | 11,081,000 | |||
Ending balance | 11,081,000 | 11,081,000 | 11,081,000 | 11,081,000 |
Optimus Industries | B&W Renewable segment | ||||
Goodwill [Roll Forward] | ||||
Addition | 0 | |||
Optimus Industries | B&W Environmental | ||||
Goodwill [Roll Forward] | ||||
Addition | 0 | |||
Optimus Industries | B&W Thermal segment | ||||
Goodwill [Roll Forward] | ||||
Addition | 11,081,000 | |||
Fosler Construction | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 43,230,000 | |||
Measurement period adjustment, goodwill | 14,900,000 | 11,163,000 | 19,912,000 | |
Ending balance | 63,142,000 | 63,142,000 | 63,142,000 | 63,142,000 |
Fosler Construction | B&W Renewable segment | ||||
Goodwill [Roll Forward] | ||||
Measurement period adjustment, goodwill | 11,163,000 | |||
Fosler Construction | B&W Environmental | ||||
Goodwill [Roll Forward] | ||||
Measurement period adjustment, goodwill | 0 | |||
Fosler Construction | B&W Thermal segment | ||||
Goodwill [Roll Forward] | ||||
Measurement period adjustment, goodwill | 0 | |||
VODA | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 17,176,000 | |||
Measurement period adjustment, goodwill | (61,000) | (61,000) | ||
Ending balance | $ 17,115,000 | 17,115,000 | $ 17,115,000 | $ 17,115,000 |
VODA | B&W Renewable segment | ||||
Goodwill [Roll Forward] | ||||
Measurement period adjustment, goodwill | (61,000) | |||
VODA | B&W Environmental | ||||
Goodwill [Roll Forward] | ||||
Measurement period adjustment, goodwill | 0 | |||
VODA | B&W Thermal segment | ||||
Goodwill [Roll Forward] | ||||
Measurement period adjustment, goodwill | $ 0 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | $ 115,216 | $ 90,582 | ||
Accumulated amortization | (51,069) | (48,092) | ||
Net definite-lived intangible assets | 64,147 | 42,490 | ||
Indefinite-lived intangible assets | ||||
Total intangible assets, net | 65,452 | 43,795 | $ 22,209 | $ 23,908 |
Trademarks and trade names | ||||
Indefinite-lived intangible assets | ||||
Trademarks and trade names | 1,305 | 1,305 | ||
Customer relationships | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 67,332 | 46,903 | ||
Accumulated amortization | (21,820) | (20,800) | ||
Unpatented technology | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 18,591 | 15,410 | ||
Accumulated amortization | (8,729) | (8,313) | ||
Patented technology | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 3,682 | 3,103 | ||
Accumulated amortization | (2,769) | (2,729) | ||
Tradename | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 13,383 | 12,747 | ||
Accumulated amortization | (5,595) | (5,425) | ||
Acquired backlog | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 3,100 | 3,100 | ||
Accumulated amortization | (3,100) | (1,620) | ||
All other | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 9,128 | 9,319 | ||
Accumulated amortization | $ (9,056) | $ (9,205) |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Changes in Carrying Amount of Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Intangible Assets [Roll Forward] | ||
Balance at beginning of period | $ 43,795,000 | $ 23,908,000 |
Business acquisitions and adjustments | 25,092,000 | 0 |
Amortization expense | (2,978,000) | (856,000) |
Currency translation adjustments | (457,000) | (843,000) |
Balance at end of the period | 65,452,000 | $ 22,209,000 |
Goodwill impairment | $ 0 |
INTANGIBLE ASSETS - Estimated F
INTANGIBLE ASSETS - Estimated Future Intangible Asset Amortization (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Year ending December 31, 2022 | $ 5,990 |
Year ending December 31, 2023 | 7,986 |
Year ending December 31, 2024 | 7,906 |
Year ending December 31, 2025 | 7,089 |
Year ending December 31, 2026 | 5,890 |
Year ending December 31, 2027 | 5,229 |
Thereafter | $ 24,057 |
ACCRUED WARRANTY EXPENSE (Detai
ACCRUED WARRANTY EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 12,925 | $ 25,399 |
Additions | 1,300 | 1,475 |
Expirations and other changes | (1,467) | (1,318) |
Payments | (193) | (5,943) |
Translation and other | (692) | (76) |
Balance at end of period | 11,873 | $ 19,537 |
Fosler Construction | ||
Movement in Extended Product Warranty Accrual [Roll Forward] | ||
Additions | $ 400 |
RESTRUCTURING ACTIVITIES - Summ
RESTRUCTURING ACTIVITIES - Summary of Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | $ 94 | $ 993 |
Cumulative costs to date | 45,277 | |
Severance and related costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | (169) | 500 |
Cumulative costs to date | 37,083 | |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 263 | 493 |
Cumulative costs to date | 8,194 | |
Operating Segments | B&W Renewable segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | (193) | 509 |
Operating Segments | B&W Renewable segment | Severance and related costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | (229) | 453 |
Operating Segments | B&W Renewable segment | Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 36 | 56 |
Operating Segments | B&W Environmental segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 69 | 89 |
Operating Segments | B&W Environmental segment | Severance and related costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 10 | 35 |
Operating Segments | B&W Environmental segment | Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 59 | 54 |
Operating Segments | B&W Thermal segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 198 | 348 |
Operating Segments | B&W Thermal segment | Severance and related costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 50 | 12 |
Operating Segments | B&W Thermal segment | Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 148 | 336 |
Corporate | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 20 | 47 |
Corporate | Severance and related costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 0 | 0 |
Corporate | Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | $ 20 | $ 47 |
RESTRUCTURING ACTIVITIES - Rest
RESTRUCTURING ACTIVITIES - Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 6,561 | $ 8,146 |
Restructuring expense | 94 | 993 |
Payments | (749) | (1,117) |
Balance at end of period | $ 5,906 | $ 8,022 |
PENSION PLANS AND OTHER POSTR_3
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 6,664 | $ 5,671 |
Expected return on plan assets | (14,366) | (15,009) |
Amortization of prior service cost (credit) | 28 | 28 |
Benefit plans, net | (7,674) | (9,310) |
Service cost included in COS | 201 | 217 |
Net periodic benefit cost (benefit) | (7,473) | (9,093) |
Other Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 49 | 39 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service cost (credit) | 173 | 173 |
Benefit plans, net | 222 | 212 |
Service cost included in COS | 5 | 6 |
Net periodic benefit cost (benefit) | $ 227 | $ 218 |
PENSION PLANS AND OTHER POSTR_4
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Pension and other postretirement benefit plans | $ 0.4 | $ 24 |
DEBT - Senior notes (Details)
DEBT - Senior notes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Feb. 12, 2021 | |
Debt Instrument [Line Items] | ||||||
Issuance of senior notes | $ 2,016,000 | $ 125,000,000 | ||||
B. Riley Financial, Inc. | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 35,000,000 | |||||
8.125% Senior Notes due 2026 | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of senior notes | 2,000,000 | $ 151,200,000 | ||||
Debt interest rate per annum | 8.125% | |||||
Proceeds from issuance of debt, net | 146,600,000 | |||||
Aggregate principal amount of Senior Notes sold | $ 2,000,000 | |||||
8.125% Senior Notes due 2026 | B. Riley Securities, Inc. | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 150,000,000 | |||||
6.50% Senior Notes | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of senior notes | $ 151,400,000 | |||||
Debt interest rate per annum | 6.50% | 6.50% | 6.50% | |||
Proceeds from issuance of debt, net | $ 145,800,000 | |||||
Debt face amount | $ 11,400,000 |
DEBT - Components of The Senior
DEBT - Components of The Senior Notes (Details) - Senior notes $ in Thousands | Mar. 31, 2022USD ($) |
Debt Instrument [Line Items] | |
Senior notes due 2026 | $ 339,640 |
Unamortized deferred financing costs | (11,340) |
Unamortized premium | 570 |
Net debt balance | 328,870 |
8.125% Senior Notes due 2026 | |
Debt Instrument [Line Items] | |
Senior notes due 2026 | 188,200 |
Unamortized deferred financing costs | (5,043) |
Unamortized premium | 570 |
Net debt balance | 183,727 |
6.50% Senior Notes | |
Debt Instrument [Line Items] | |
Senior notes due 2026 | 151,440 |
Unamortized deferred financing costs | (6,297) |
Unamortized premium | 0 |
Net debt balance | $ 145,143 |
DEBT - Revolving Debt (Details)
DEBT - Revolving Debt (Details) | 3 Months Ended | |
Mar. 31, 2022USD ($) | Jun. 30, 2021USD ($) | |
Subsidiaries | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 3,500,000 | |
Borrowings under credit facilities | $ 1,700,000 | |
Fixed rate per annum | 5.00% | |
Letter of credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 110,000,000 | |
Administrative fees, percentage | 0.75% | |
Fronting fees, percentage | 0.25% | |
Commitment fee percentage | 3.00% | |
Letter of credit fronting fees, percentage | 0.25% | |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Line of credit amount | $ 0 | |
Commitment fee, percentage | 0.375% | |
Revolving credit facility | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Revolving credit facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% | |
Prior A&R Credit Agreement | ||
Debt Instrument [Line Items] | ||
Quarterly fixed charge coverage test ratio (no less than) | 1 | |
Maximum senior leverage ratio | 2.50 | |
Non-guarantor cash repatriation covenant | $ 35,000,000 | |
Minimum liquidity covenant | 30,000,000 | |
Annual cap maintenance capital expenditures | 7,500,000 | |
Prior A&R Credit Agreement | Financial letters of credit | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding amount | 16,200,000 | |
Prior A&R Credit Agreement | Performance letters of credit | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding amount | $ 90,800,000 | |
Reimbursement agreement | First year after closing | ||
Debt Instrument [Line Items] | ||
Prepayment fees, percentage | 2.25% | |
Reimbursement agreement | Second year after closing | ||
Debt Instrument [Line Items] | ||
Prepayment fees, percentage | 2.00% | |
Reimbursement agreement | Third year after closing | ||
Debt Instrument [Line Items] | ||
Prepayment fees, percentage | 1.25% | |
Reimbursement agreement | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 6.50% | |
Reimbursement agreement | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 7.50% | |
B. Riley Financial, Inc. | Reimbursement agreement | ||
Debt Instrument [Line Items] | ||
Annual fees agreed for guaranty | $ 900,000 |
DEBT - Letters of Credit, Bank
DEBT - Letters of Credit, Bank Guarantees and Surety Bonds (Details) $ in Millions | Mar. 31, 2022USD ($) |
Surety Bond | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 9.2 |
Guarantor obligations | 221.5 |
Letters of Credit, and Bank Guarantees | |
Debt Instrument [Line Items] | |
Line of credit amount | 48.3 |
Letters of credit outstanding amount | 34.8 |
Letters of credit outstanding amount subject to foreign currency revaluation | $ 52 |
DEBT - Other Indebtedness - Loa
DEBT - Other Indebtedness - Loans Payable (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)loan | |
Debt Instrument [Line Items] | |
Unsecured interest free loans | $ 3.3 |
Unsecured Debt | |
Debt Instrument [Line Items] | |
Number of debt instrument | loan | 3 |
Fosler Construction | Loans Payable | |
Debt Instrument [Line Items] | |
Number of debt instrument | loan | 2 |
Long-term debt | $ 8.9 |
Fixed rate per annum | 6.00% |
Loan payable in April 2022 | |
Debt Instrument [Line Items] | |
Unsecured interest free loans | $ 0.8 |
Loans payable in May 2022 | |
Debt Instrument [Line Items] | |
Unsecured interest free loans | 1.6 |
Loan payable in May 2023 | |
Debt Instrument [Line Items] | |
Unsecured interest free loans | 0.9 |
Vehicle and Equipment Loans | Fosler Construction | Loans Payable | |
Debt Instrument [Line Items] | |
Long-term debt | $ 0.6 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | Jun. 01, 2021 | May 26, 2021 | Feb. 12, 2021 | May 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 07, 2021 |
Debt Instrument [Line Items] | |||||||
Sale of stock, number of shares issued (in shares) | 29,487,180 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||
Dividends paid | $ 3,700,000 | ||||||
Sale of stock, consideration received | $ 163,000,000 | ||||||
B. Riley Securities, Inc. | |||||||
Debt Instrument [Line Items] | |||||||
Stock sale agreement, aggregate amount offered (up to) | $ 76,000,000 | ||||||
Last Out Term Loan Tranche A-3 | B. Riley Financial, Inc. | |||||||
Debt Instrument [Line Items] | |||||||
Payment to related party in exchange for debt prepayment | $ 400,000 | ||||||
Cash paid for accrued interest | 900,000 | ||||||
Debt prepayment amount | $ 73,300,000 | ||||||
7.75% Series A Cumulative Perpetual Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Preferred stock, dividend rate | 7.75% | ||||||
Sale of stock, number of shares issued (in shares) | 444,700 | 4,444,700 | |||||
Price per share (In dollars per share) | $ 25 | ||||||
Proceeds from sale of preferred stock | $ 106,400,000 | $ 7,700,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||
Liquidation preference (in dollars per share) | 25 | ||||||
Preferred stock, equivalent dividend per year (in dollars per share) | $ 1.9375 | ||||||
Cumulative undeclared dividends of the preferred stock | $ 0 | ||||||
Sale of stock, consideration received | $ 7,700,000 | ||||||
7.75% Series A Cumulative Perpetual Preferred Stock | B. Riley Financial, Inc. | |||||||
Debt Instrument [Line Items] | |||||||
Sale of stock, number of shares issued (in shares) | 2,916,880 | ||||||
Price per share (In dollars per share) | $ 25 |
COMMON STOCK (Details)
COMMON STOCK (Details) $ in Millions | Feb. 12, 2021USD ($)shares |
Equity [Abstract] | |
Sale of stock, number of shares issued (in shares) | shares | 29,487,180 |
Sale of stock, consideration received | $ | $ 163 |
INTEREST EXPENSE AND SUPPLEME_3
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Summary of Interest Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Interest expense on borrowings | $ 6,216 | $ 6,662 |
Interest expense associated with amortization (accretion) of debt instruments | 1,703 | 5,868 |
Lease liabilities | 708 | 616 |
Other interest expense | 2,640 | 1,077 |
Finance lease interest expense and other | 3,348 | 1,693 |
Total interest expense | 11,267 | 14,223 |
Senior notes | ||
Debt Instrument [Line Items] | ||
Interest expense on borrowings | 6,216 | 1,733 |
Interest expense associated with amortization (accretion) of debt instruments | 643 | 1,468 |
Last Out Term Loans - cash interest | ||
Debt Instrument [Line Items] | ||
Interest expense on borrowings | 0 | 3,513 |
U.S. Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest expense on borrowings | 0 | 1,416 |
Interest expense associated with amortization (accretion) of debt instruments | 0 | 4,400 |
Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Interest expense associated with amortization (accretion) of debt instruments | $ 1,060 | $ 0 |
INTEREST EXPENSE AND SUPPLEME_4
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Cash and Cash Equivalents Reconciliation (Details) - USD ($) $ in Thousands | Feb. 01, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 108,137 | $ 224,874 | $ 53,833 | ||
Restricted cash and cash equivalents | 8,833 | 1,841 | 4,613 | ||
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | 116,970 | 226,715 | 58,446 | $ 67,423 | |
Fossil Power Systems | |||||
Cash and Cash Equivalents [Line Items] | |||||
Business combination, consideration transferred | $ 59,100 | ||||
Held by foreign entities | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | 35,870 | 42,070 | 25,169 | ||
Held by U.S. entities | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | 72,267 | 182,804 | 28,664 | ||
Reinsurance reserve requirements | |||||
Cash and Cash Equivalents [Line Items] | |||||
Restricted cash and cash equivalents | 584 | 443 | 2,053 | ||
Bank guarantee collateral | |||||
Cash and Cash Equivalents [Line Items] | |||||
Restricted cash and cash equivalents | 492 | 997 | 2,560 | ||
Letters of credit collateral | |||||
Cash and Cash Equivalents [Line Items] | |||||
Restricted cash and cash equivalents | 1,858 | 401 | 0 | ||
Hold-back for acquisition purchase price (1) | |||||
Cash and Cash Equivalents [Line Items] | |||||
Restricted cash and cash equivalents | $ 5,899 | $ 0 | $ 0 |
INTEREST EXPENSE AND SUPPLEME_5
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Feb. 12, 2021 | |
Debt Instrument [Line Items] | ||||||
Income tax payments, net | $ 471 | $ 1,499 | ||||
Total cash paid for interest | 6,709 | 9,539 | ||||
U.S. Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Total cash paid for interest | 0 | 5,979 | ||||
Interest payments on our Last Out Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Total cash paid for interest | 0 | 3,560 | ||||
8.125% Senior Notes due 2026 | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Fixed rate per annum | 8.125% | |||||
Total cash paid for interest | 3,783 | 0 | ||||
6.50% Senior Notes due 2026 | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Fixed rate per annum | 6.50% | 6.50% | 6.50% | |||
Total cash paid for interest | $ 2,926 | $ 0 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Tax Credit Carryforward [Line Items] | ||
Income tax expense | $ 1,230 | $ 2,836 |
Effective tax rate | (16.50%) | (22.50%) |
Unfavorable discrete items | $ 400 | $ 2,500 |
Minimum | Foreign Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Effective tax rate | 19.00% | |
Maximum | Foreign Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Effective tax rate | 30.00% |
CONTINGENCIES (Details)
CONTINGENCIES (Details) - USD ($) $ in Thousands | Jan. 11, 2021 | Dec. 14, 2020 | Dec. 27, 2019 | Mar. 31, 2022 | Mar. 31, 2021 |
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought, contractual cap | $ 11,700 | ||||
Revenues | $ 204,049 | $ 168,248 | |||
Affiliated Entity | Wholly-Owned Italian Subsidiary | Russian Invasion Of Ukraine | |||||
Loss Contingencies [Line Items] | |||||
Revenues | $ 3,100 | ||||
Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Alleged damages | $ 2,900 | $ 58,900 |
COMPREHENSIVE INCOME - Accumula
COMPREHENSIVE INCOME - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 58,622 | $ (338,262) |
Other comprehensive loss before reclassifications | (4,285) | (70) |
Reclassified from AOCI to net (loss) income | 593 | (4,314) |
Other comprehensive loss | (3,692) | (4,384) |
Ending balance | 43,942 | (195,444) |
Accumulated Other Comprehensive (Loss) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (58,822) | (52,390) |
Ending balance | (62,514) | (56,774) |
Currency translation loss | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (55,499) | (47,575) |
Other comprehensive loss before reclassifications | (4,285) | (70) |
Reclassified from AOCI to net (loss) income | 0 | (4,512) |
Other comprehensive loss | (4,285) | (4,582) |
Ending balance | (59,784) | (52,157) |
Net unrecognized loss related to benefit plans (net of tax) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (3,323) | (4,815) |
Other comprehensive loss before reclassifications | 0 | 0 |
Reclassified from AOCI to net (loss) income | 593 | 198 |
Other comprehensive loss | 593 | 198 |
Ending balance | $ (2,730) | $ (4,617) |
COMPREHENSIVE INCOME - Reclassi
COMPREHENSIVE INCOME - Reclassification out of Accumulated other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Gain on sale of business | $ 0 | $ 358 |
Benefit plans, net | 7,452 | 9,098 |
Reclassification out of Accumulated Other Comprehensive Income | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Net (loss) income | (593) | 4,314 |
Reclassification out of Accumulated Other Comprehensive Income | Release of currency translation adjustment with the sale of business | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Gain on sale of business | 0 | 4,512 |
Reclassification out of Accumulated Other Comprehensive Income | Pension and post retirement adjustments, net of tax | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Benefit plans, net | $ (593) | $ (198) |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Available-for-Sale Securities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | $ 11,824 | $ 12,208 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 11,151 | 11,494 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 673 | 714 |
Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 8,218 | 9,477 |
Corporate notes and bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 8,218 | 9,477 |
Corporate notes and bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 0 | 0 |
Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 673 | 714 |
Mutual funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 0 | 0 |
Mutual funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 673 | 714 |
United States Government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 2,933 | 2,017 |
United States Government and agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 2,933 | 2,017 |
United States Government and agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Mar. 31, 2022 |
Fosler Construction | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, value, high, low | $ 0 | |
Contingent consideration, value, high | $ 10 | |
Contingent earn-out liability | $ 9.6 | |
Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale securities contractual maturities | 0 years | |
Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale securities contractual maturities | 5 years |
FAIR VALUE MEASUREMENTS - Senio
FAIR VALUE MEASUREMENTS - Senior Notes (Details) - Senior notes - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Feb. 12, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Carrying Value | $ 339,640 | ||||
8.125% Senior Notes due 2026 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fixed rate per annum | 8.125% | ||||
Carrying Value | 188,200 | ||||
Estimated Fair Value | 197,759 | ||||
6.50% Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fixed rate per annum | 6.50% | 6.50% | 6.50% | ||
Carrying Value | 151,440 | ||||
Estimated Fair Value | $ 144,353 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) € in Millions | Mar. 31, 2022USD ($) | Dec. 30, 2021USD ($) | Dec. 17, 2021USD ($) | Dec. 17, 2021EUR (€) | Dec. 13, 2021USD ($) | Jun. 01, 2021USD ($)shares | May 26, 2021USD ($)shares | May 07, 2021USD ($) | Feb. 12, 2021USD ($)shares | Nov. 19, 2018USD ($) | May 31, 2021shares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021 | Dec. 28, 2021USD ($) | Jul. 07, 2021USD ($) | Jun. 30, 2021USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||||||
Payment of debt issuance costs | $ 119,000 | $ 7,727,000 | ||||||||||||||||
Sale of stock, number of shares issued (in shares) | shares | 29,487,180 | |||||||||||||||||
Last Out Term Loan Tranche A | Senior notes | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, allowed prepayment, amount | $ 35,000,000 | |||||||||||||||||
8.125% Senior Notes due 2026 | Senior notes | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt interest rate per annum | 8.125% | |||||||||||||||||
6.50% Senior Notes | Senior notes | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt interest rate per annum | 6.50% | 6.50% | 6.50% | |||||||||||||||
Debt face amount | $ 11,400,000 | |||||||||||||||||
Underwriting fees and other transaction cost related to overallotment | $ 500,000 | |||||||||||||||||
7.75% Series A Cumulative Perpetual Preferred Stock | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Preferred stock, dividend rate | 7.75% | |||||||||||||||||
Sale of stock, number of shares issued (in shares) | shares | 444,700 | 4,444,700 | ||||||||||||||||
BPRI Executive Consulting, LLC | Financial advisory services | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Related party transaction, period with written notice to terminate agreement | 30 days | |||||||||||||||||
Related party transaction monthly payments | $ 750,000 | |||||||||||||||||
B. Riley Financial, Inc. | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Total fees | 200,000 | 200,000 | ||||||||||||||||
Performance bond amount | € | € 30 | |||||||||||||||||
Indemnity rider fee | $ 1,700,000 | |||||||||||||||||
Indemnity rider fee, percentage of bonded obligation | 5.00% | 5.00% | ||||||||||||||||
B. Riley Financial, Inc. | Reimbursement agreement | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Annual fees agreed for guaranty | $ 900,000 | |||||||||||||||||
B. Riley Financial, Inc. | Senior notes | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt face amount | $ 35,000,000 | |||||||||||||||||
B. Riley Financial, Inc. | Last Out Term Loan Tranche A-3 | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Payment to related party in exchange for debt prepayment | $ 400,000 | |||||||||||||||||
Cash paid for accrued interest | 900,000 | |||||||||||||||||
Debt prepayment amount | $ 73,300,000 | |||||||||||||||||
B. Riley Financial, Inc. | 7.75% Series A Cumulative Perpetual Preferred Stock | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Sale of stock, number of shares issued (in shares) | shares | 2,916,880 | |||||||||||||||||
B. Riley Securities, Inc. | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Payments of stock issuance costs | $ 200,000 | 9,500,000 | ||||||||||||||||
Stock sale agreement, aggregate amount offered (up to) | $ 76,000,000 | |||||||||||||||||
B. Riley Securities, Inc. | Senior notes | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Payment of debt issuance costs | $ 5,200,000 | |||||||||||||||||
B. Riley Securities, Inc. | 8.125% Senior Notes due 2026 | Senior notes | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Payment of debt issuance costs | $ 100,000 | $ 600,000 | ||||||||||||||||
Debt face amount | $ 150,000,000 | |||||||||||||||||
B. Riley Securities, Inc. | 6.50% Senior Notes | Senior notes | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Payment of debt issuance costs | $ 5,500,000 | |||||||||||||||||
B. Riley Securities, Inc. | 7.75% Series A Cumulative Perpetual Preferred Stock | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Payment of debt issuance costs | $ 400,000 | $ 4,300,000 | ||||||||||||||||
Babcock & Wilcox Enterprises, Inc. | B. Riley Capital Management, LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Ownership percent of common stock | 30.30% |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Narrative (Details) $ in Thousands | Feb. 28, 2022USD ($) | Feb. 01, 2022USD ($) | Nov. 30, 2021USD ($) | Sep. 30, 2021USD ($)project | Aug. 13, 2021USD ($) | Mar. 15, 2021USD ($) | Mar. 08, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Mar. 05, 2021USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Proceeds from sale of certain fixed assets, gross | $ 18,900 | $ 4,000 | |||||||||
Proceeds from sale of certain fixed assets, net | 15,800 | 3,300 | |||||||||
Gain on sale of fixed assets | $ 13,900 | $ 1,900 | $ 0 | $ 358 | |||||||
Proceeds from sale of business and assets, net | 0 | 3,297 | |||||||||
Loss on sale of business | $ 0 | $ (358) | |||||||||
Disposal Group, Disposed of by Sale | Diamond Power Machine (Hubei) Co., Inc | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Consideration from divestitures | $ 2,800 | ||||||||||
Proceeds from sale of business and assets, net | $ 2,000 | ||||||||||
Favorable contract asset recognized | $ 800 | ||||||||||
Loss on sale of business | $ 1,800 | ||||||||||
CTA related to business disposal | $ 4,500 | ||||||||||
Fosler Construction | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Number of community solar projects | project | 2 | ||||||||||
Fosler Construction | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Business acquisition, percentage acquired | 60.00% | 60.00% | |||||||||
Business combination, consideration transferred | $ 36,000 | ||||||||||
Payments to acquire businesses | 27,200 | ||||||||||
Business combination, contingent consideration, fair value | 8,800 | ||||||||||
Contingent consideration, value, high, low | 0 | ||||||||||
Contingent consideration, value, high | $ 10,000 | ||||||||||
VODA | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Business acquisition, percentage acquired | 100.00% | ||||||||||
Business combination, consideration transferred | $ 32,900 | ||||||||||
Fossil Power Systems | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Business acquisition, percentage acquired | 100.00% | ||||||||||
Business combination, consideration transferred | $ 59,100 | ||||||||||
Business combination, consideration hold-back amount | $ 5,900 | ||||||||||
Business combination, consideration hold-back period | 12 months | ||||||||||
Optimus Industries | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Business acquisition, percentage acquired | 100.00% | ||||||||||
Business combination, consideration transferred | $ 19,000 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Feb. 01, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 174,371 | $ 174,371 | $ 174,371 | $ 174,371 | $ 116,462 | ||||
Fosler Construction | |||||||||
Business Acquisition [Line Items] | |||||||||
Accounts receivable | 2,025 | 2,025 | 2,025 | 2,025 | $ 1,904 | ||||
Contracts in progress | 10,796 | 10,796 | 10,796 | 10,796 | 1,363 | ||||
Other current assets | 833 | 833 | 833 | 833 | 1,137 | ||||
Property, plant and equipment | 1,667 | 1,667 | 1,667 | 1,667 | 9,527 | ||||
Goodwill | 63,142 | 63,142 | 63,142 | 63,142 | 43,230 | ||||
Other assets | 12,897 | 12,897 | 12,897 | 12,897 | 17,497 | ||||
Right of use assets | 1,093 | 1,093 | 1,093 | 1,093 | 1,093 | ||||
Debt | (7,625) | (7,625) | (7,625) | (7,625) | (7,625) | ||||
Current liabilities | (20,902) | (20,902) | (20,902) | (20,902) | (5,073) | ||||
Advance billings on contracts | (1,319) | (1,319) | (1,319) | (1,319) | (1,557) | ||||
Non-current lease liabilities | (1,730) | (1,730) | (1,730) | (1,730) | (1,730) | ||||
Other non-current liabilities | (894) | (894) | (894) | (894) | (4,112) | ||||
Non-controlling interest | (23,996) | (23,996) | (23,996) | (23,996) | (22,262) | ||||
Net acquisition cost | 35,987 | 35,987 | 35,987 | 35,987 | $ 33,392 | ||||
Measurement period adjustment, accounts receivable | 121 | ||||||||
Measurement period adjustment, contracts in progress | 9,433 | ||||||||
Measurement period adjustment, other current assets | (304) | ||||||||
Measurement period adjustment, property, plant, and equipment | (7,860) | ||||||||
Measurement period adjustment, goodwill | 14,900 | 11,163 | 19,912 | ||||||
Measurement period adjustment, other noncurrent assets | (4,600) | ||||||||
Measurement period adjustment, current liabilities | (15,829) | ||||||||
Measurement period adjustment, Adjustment, advance billings on contracts | 238 | ||||||||
Measurement period adjustment, noncurrent liabilities, other | 3,218 | ||||||||
Measurement period adjustment, non-controlling interest | (1,734) | ||||||||
Measurement period adjustment, net acquisition cost | 2,595 | ||||||||
Business acquisition, percentage acquired | 60.00% | 60.00% | |||||||
Measurement period adjustment, goodwill and current liabilities change | 14,500 | 14,500 | |||||||
VODA | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | 4,737 | 4,737 | 4,737 | 4,737 | $ 4,737 | ||||
Accounts receivable | 5,654 | 5,654 | 5,654 | 5,654 | 5,654 | ||||
Contracts in progress | 258 | 258 | 258 | 258 | 258 | ||||
Other current assets | 825 | 825 | 825 | 825 | 825 | ||||
Property, plant and equipment | 253 | 253 | 253 | 253 | 253 | ||||
Goodwill | 17,115 | 17,115 | 17,115 | 17,115 | 17,176 | ||||
Other assets | 14,321 | 14,321 | 14,321 | 14,321 | 14,321 | ||||
Right of use assets | 433 | 433 | 433 | 433 | 433 | ||||
Current liabilities | (5,181) | (5,181) | (5,181) | (5,181) | (5,181) | ||||
Advance billings on contracts | (2,036) | (2,036) | (2,036) | (2,036) | (2,036) | ||||
Non-current lease liabilities | (302) | (302) | (302) | (302) | (302) | ||||
Other non-current liabilities | (3,264) | (3,264) | (3,264) | (3,264) | (3,264) | ||||
Net acquisition cost | 32,813 | 32,813 | 32,813 | 32,813 | $ 32,874 | ||||
Measurement period adjustment, goodwill | (61) | (61) | |||||||
Measurement period adjustment, net acquisition cost | (61) | ||||||||
Business acquisition, percentage acquired | 100.00% | ||||||||
Fossil Power Systems | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | 1,869 | 1,869 | 1,869 | 1,869 | |||||
Accounts receivable | 2,624 | 2,624 | 2,624 | 2,624 | |||||
Contracts in progress | 370 | 370 | 370 | 370 | |||||
Other current assets | 3,228 | 3,228 | 3,228 | 3,228 | |||||
Property, plant and equipment | 178 | 178 | 178 | 178 | |||||
Goodwill | 35,392 | 35,392 | 35,392 | 35,392 | |||||
Other assets | 25,092 | 25,092 | 25,092 | 25,092 | |||||
Right of use assets | 1,115 | 1,115 | 1,115 | 1,115 | |||||
Current liabilities | (1,792) | (1,792) | (1,792) | (1,792) | |||||
Advance billings on contracts | (645) | (645) | (645) | (645) | |||||
Non-current lease liabilities | (989) | (989) | (989) | (989) | |||||
Other non-current liabilities | (7,384) | (7,384) | (7,384) | (7,384) | |||||
Net acquisition cost | 59,058 | 59,058 | 59,058 | 59,058 | |||||
Business acquisition, percentage acquired | 100.00% | ||||||||
Optimus Industries | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | 5,338 | 5,338 | 5,338 | 5,338 | |||||
Accounts receivable | 5,165 | 5,165 | 5,165 | 5,165 | |||||
Contracts in progress | 2,598 | 2,598 | 2,598 | 2,598 | |||||
Other current assets | 2,115 | 2,115 | 2,115 | 2,115 | |||||
Property, plant and equipment | 2,441 | 2,441 | 2,441 | 2,441 | |||||
Goodwill | 11,081 | 11,081 | 11,081 | 11,081 | |||||
Other assets | 12 | 12 | 12 | 12 | |||||
Right of use assets | 94 | 94 | 94 | 94 | |||||
Current liabilities | (4,240) | (4,240) | (4,240) | (4,240) | |||||
Advance billings on contracts | (3,779) | (3,779) | (3,779) | (3,779) | |||||
Non-current lease liabilities | (2) | (2) | (2) | (2) | |||||
Other non-current liabilities | (1,858) | (1,858) | (1,858) | (1,858) | |||||
Net acquisition cost | $ 18,965 | $ 18,965 | $ 18,965 | $ 18,965 | |||||
Business acquisition, percentage acquired | 100.00% |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands | Feb. 01, 2022 | Nov. 30, 2021 | Sep. 30, 2021 |
Fosler Construction | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 12,500 | ||
VODA | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 14,083 | ||
Fossil Power Systems | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 25,092 | ||
Customer relationships | Fosler Construction | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 9,400 | ||
Weighted average estimated useful life (in years) | 12 years | ||
Customer relationships | VODA | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 13,855 | ||
Weighted average estimated useful life (in years) | 11 years | ||
Customer relationships | Fossil Power Systems | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 20,451 | ||
Weighted average estimated useful life (in years) | 9 years | ||
Tradename | VODA | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 228 | ||
Weighted average estimated useful life (in years) | 3 years | ||
Tradename | Fossil Power Systems | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 787 | ||
Weighted average estimated useful life (in years) | 14 years | ||
Backlog | Fosler Construction | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 3,100 | ||
Weighted average estimated useful life (in years) | 5 months | ||
Patented Technology | Fossil Power Systems | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 578 | ||
Weighted average estimated useful life (in years) | 12 years | ||
Unpatented technology | Fossil Power Systems | |||
Business Acquisition [Line Items] | |||
Estimated Acquisition Date Fair Value | $ 3,276 | ||
Weighted average estimated useful life (in years) | 12 years |
ACQUISITIONS AND DIVESTITURES_4
ACQUISITIONS AND DIVESTITURES - Schedule of component our operating expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Acquisition pursuit and related costs | $ 843 | $ 0 |
Operating Expense | ||
Business Acquisition [Line Items] | ||
Acquisition pursuit and related costs | 435 | |
Fosler Construction | Operating Expense | ||
Business Acquisition [Line Items] | ||
Acquisition pursuit and related costs | 195 | |
VODA | Operating Expense | ||
Business Acquisition [Line Items] | ||
Acquisition pursuit and related costs | 140 | |
Fossil Power Systems | Operating Expense | ||
Business Acquisition [Line Items] | ||
Acquisition pursuit and related costs | 31 | |
Optimus Industries | Operating Expense | ||
Business Acquisition [Line Items] | ||
Acquisition pursuit and related costs | $ 69 |