Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 88,633,634 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001630805 | |
Current Fiscal Year End Date | --12-31 | |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 214,870 | $ 159,960 | $ 639,938 | $ 531,068 |
Costs and expenses: | ||||
Cost of operations | 176,085 | 114,643 | 512,485 | 404,827 |
Selling, general and administrative expenses | 39,356 | 38,206 | 127,351 | 112,367 |
Goodwill impairment | 7,224 | 0 | 7,224 | 0 |
Advisory fees and settlement costs | 1,198 | 1,841 | 10,275 | 9,658 |
Restructuring activities | 359 | 4,575 | 351 | 7,968 |
Research and development costs (benefit) | 994 | (228) | 2,850 | 969 |
Gain on asset disposals, net | (28) | (13,838) | (7,165) | (15,804) |
Total costs and expenses | 225,188 | 145,199 | 653,371 | 519,985 |
Operating (loss) income | (10,318) | 14,761 | (13,433) | 11,083 |
Other expense: | ||||
Interest expense | (11,320) | (8,330) | (33,249) | (30,574) |
Interest income | 103 | 130 | 323 | 385 |
Gain on debt extinguishment | 0 | 0 | 0 | 6,530 |
Loss on sale of business | 0 | 0 | 0 | (2,240) |
Benefit plans, net | 7,424 | 9,867 | 22,279 | 24,889 |
Foreign exchange | (2,007) | (1,673) | (3,218) | (1,056) |
Other income (expense) – net | 454 | (806) | (169) | (988) |
Total other expense, net | (5,346) | (812) | (14,034) | (3,054) |
(Loss) income before income tax expense | (15,664) | 13,949 | (27,467) | 8,029 |
Income tax expense | 4,902 | 301 | 4,777 | 6,683 |
Net (loss) income | (20,566) | 13,648 | (32,244) | 1,346 |
Net loss (income) attributable to non-controlling interest | 2,800 | (5) | 3,647 | (41) |
Net (loss) income attributable to stockholders | (17,766) | 13,643 | (28,597) | 1,305 |
Less: Dividend on Series A preferred stock | 3,715 | 3,681 | 11,145 | 5,412 |
Net (loss) income attributable to stockholders of common stock, diluted | (21,481) | 9,962 | (39,742) | (4,107) |
Net (loss) income attributable to stockholders of common stock, basic | $ (21,481) | $ 9,962 | $ (39,742) | $ (4,107) |
Basic (loss) earnings per share (in dollars per share) | $ (0.24) | $ 0.12 | $ (0.45) | $ (0.05) |
Diluted (loss) earnings per share (in dollars per share) | $ (0.24) | $ 0.11 | $ (0.45) | $ (0.05) |
Shares used in the computation of (loss) earnings per share: | ||||
Basic (in shares) | 88,321 | 86,002 | 88,115 | 81,088 |
Diluted (in shares) | 88,321 | 86,964 | 88,115 | 81,088 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (20,566) | $ 13,648 | $ (32,244) | $ 1,346 |
Other comprehensive (loss) income: | ||||
Currency translation adjustments ("CTA") | (13,344) | (1,292) | (24,263) | (2,840) |
Reclassification of CTA to net (loss) income | 0 | 0 | 0 | (4,512) |
Benefit obligations: | ||||
Pension and post retirement adjustments, net of tax | 198 | 197 | 593 | 593 |
Other comprehensive loss | (13,146) | (1,095) | (23,670) | (6,759) |
Total comprehensive (loss) income | (33,712) | 12,553 | (55,914) | (5,413) |
Comprehensive income attributable to non-controlling interest | 0 | 25 | 959 | 18 |
Comprehensive (loss) income attributable to stockholders | $ (33,712) | $ 12,578 | $ (54,955) | $ (5,395) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents | $ 48,471 | $ 224,874 |
Current restricted cash and cash equivalents | 9,630 | 1,841 |
Accounts receivable – trade, net | 146,491 | 132,068 |
Accounts receivable – other | 46,534 | 34,553 |
Contracts in progress | 125,030 | 80,176 |
Inventories, net | 97,832 | 79,527 |
Other current assets | 24,605 | 29,395 |
Total current assets | 498,593 | 582,434 |
Net property, plant and equipment, and finance lease | 81,737 | 85,627 |
Goodwill | 155,229 | 116,462 |
Intangible assets, net | 59,794 | 43,795 |
Right-of-use assets | 30,401 | 30,163 |
Long-term restricted cash | 11,397 | 0 |
Other assets | 44,416 | 54,784 |
Total assets | 881,567 | 913,265 |
Accounts payable | 122,083 | 85,929 |
Accrued employee benefits | 12,110 | 12,989 |
Advance billings on contracts | 97,961 | 68,380 |
Accrued warranty expense | 10,621 | 12,925 |
Financing lease liabilities | 1,140 | 2,445 |
Operating lease liabilities | 3,786 | 3,950 |
Other accrued liabilities | 69,531 | 54,385 |
Loans payable | 2,301 | 12,380 |
Total current liabilities | 319,533 | 253,383 |
Senior notes | 333,498 | 326,366 |
Long term loans payable | 534 | 1,543 |
Pension and other postretirement benefit liabilities | 156,519 | 182,730 |
Non-current finance lease liabilities | 27,778 | 29,369 |
Non-current operating lease liabilities | 27,328 | 26,685 |
Other non-current liabilities | 33,505 | 34,567 |
Total liabilities | 898,695 | 854,643 |
Commitments and contingencies | ||
Stockholders' (deficit) equity: | ||
Preferred stock, par value $0.01 per share, authorized shares of 20,000; issued and outstanding shares of 7,669 and 7,669 at September 30, 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 88,633 and 86,286 at September 30, 2022 and December 31, 2021, respectively | 5,137 | 5,110 |
Capital in excess of par value | 1,533,904 | 1,518,872 |
Treasury stock at cost, 1,867 and 1,525 shares at September 30, 2022 and December 31, 2021, respectively | (113,749) | (110,934) |
Accumulated deficit | (1,360,896) | (1,321,154) |
Accumulated other comprehensive loss | (82,492) | (58,822) |
Stockholders' (deficit) equity attributable to shareholders | (18,019) | 33,149 |
Non-controlling interest | 891 | 25,473 |
Total stockholders' (deficit) equity | (17,128) | 58,622 |
Total liabilities and stockholders' (deficit) equity | $ 881,567 | $ 913,265 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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) | 88,633,000 | 86,286,000 |
Common stock, outstanding (in shares) | 88,633,000 | 86,286,000 |
Treasury stock, at cost (in shares) | 1,867,000 | 1,525,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - 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 of common stock (in shares) at Dec. 31, 2020 | 54,452,000 | |||||||
Beginning balance at Dec. 31, 2020 | $ (338,262) | $ 4,784 | $ 0 | $ 1,164,436 | $ (105,990) | $ (1,350,206) | $ (52,390) | $ 1,104 |
Beginning balance of preferred stock (in shares) at Dec. 31, 2020 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (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 of common stock (in shares) at Mar. 31, 2021 | 85,664,000 | |||||||
Ending balance at Mar. 31, 2021 | (195,444) | $ 5,101 | $ 0 | 1,330,134 | (109,298) | (1,365,670) | (56,774) | 1,063 |
Ending balance of preferred stock (in shares) at Mar. 31, 2021 | 0 | |||||||
Beginning balance of common stock (in shares) at Dec. 31, 2020 | 54,452,000 | |||||||
Beginning balance at Dec. 31, 2020 | (338,262) | $ 4,784 | $ 0 | 1,164,436 | (105,990) | (1,350,206) | (52,390) | 1,104 |
Beginning balance of preferred stock (in shares) at Dec. 31, 2020 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 1,346 | |||||||
Pension and post retirement adjustments, net of tax | 593 | |||||||
Ending balance of common stock (in shares) at Sep. 30, 2021 | 86,244,000 | |||||||
Ending balance at Sep. 30, 2021 | 20,400 | $ 5,110 | $ 76 | 1,516,368 | (110,853) | (1,354,313) | (59,149) | 23,161 |
Ending balance of preferred stock (in shares) at Sep. 30, 2021 | 7,599,000 | |||||||
Beginning balance of common stock (in shares) at Mar. 31, 2021 | 85,664,000 | |||||||
Beginning balance at Mar. 31, 2021 | (195,444) | $ 5,101 | $ 0 | 1,330,134 | (109,298) | (1,365,670) | (56,774) | 1,063 |
Beginning balance of preferred stock (in shares) at Mar. 31, 2021 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 3,141 | 3,126 | 15 | |||||
Currency translation adjustments | (1,483) | (1,478) | (5) | |||||
Pension and post retirement adjustments, net of tax | 198 | 198 | ||||||
Stock-based compensation charges (in shares) | 65,000 | |||||||
Stock-based compensation charges | 1,200 | $ 2 | 1,201 | (3) | ||||
Common stock offering | (529) | (529) | ||||||
Preferred stock offering, net (in shares) | 4,445,000 | |||||||
Preferred stock offering, net | 106,043 | $ 45 | 105,998 | |||||
Equitized Last Out Term Loan interest payment (in shares) | 2,917,000 | |||||||
Equitized Last Out Term Loan interest payment | 72,922 | $ 29 | 72,893 | |||||
Dividends to preferred stockholders | (1,731) | (1,731) | ||||||
Dividends to non-controlling interest | (36) | |||||||
Ending balance of common stock (in shares) at Jun. 30, 2021 | 85,729,000 | |||||||
Ending balance at Jun. 30, 2021 | (15,719) | $ 5,103 | $ 74 | 1,509,697 | (109,301) | (1,364,275) | (58,054) | 1,037 |
Ending balance of preferred stock (in shares) at Jun. 30, 2021 | 7,362,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 13,648 | 13,643 | 5 | |||||
Currency translation adjustments | (1,322) | (1,292) | (30) | |||||
Pension and post retirement adjustments, net of tax | 197 | 197 | ||||||
Stock-based compensation charges (in shares) | 515,000 | |||||||
Stock-based compensation charges | (629) | $ 7 | 916 | (1,552) | ||||
Common stock offering | (50) | (50) | ||||||
Preferred stock offering, net (in shares) | 237,000 | |||||||
Preferred stock offering, net | 5,807 | $ 2 | 5,805 | |||||
Dividends to preferred stockholders | (3,681) | (3,681) | ||||||
Non-controlling interest from acquisition | 22,262 | 22,262 | ||||||
Dividends to non-controlling interest | (113) | (113) | ||||||
Ending balance of common stock (in shares) at Sep. 30, 2021 | 86,244,000 | |||||||
Ending balance at Sep. 30, 2021 | $ 20,400 | $ 5,110 | $ 76 | 1,516,368 | (110,853) | (1,354,313) | (59,149) | 23,161 |
Ending balance of preferred stock (in shares) at Sep. 30, 2021 | 7,599,000 | |||||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 86,286,000 | 86,286,000 | ||||||
Beginning balance at Dec. 31, 2021 | $ 58,622 | $ 5,110 | $ 77 | 1,518,872 | (110,934) | (1,321,154) | (58,822) | 25,473 |
Beginning balance of preferred stock (in shares) at Dec. 31, 2021 | 7,669,000 | 7,669,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | $ (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 | 1,453 | $ 1 | 1,673 | (221) | ||||
Dividends to preferred stockholders | (3,715) | (3,715) | ||||||
Dividends to non-controlling interest | (1) | (1) | ||||||
Ending balance of common stock (in shares) at Mar. 31, 2022 | 86,338,000 | |||||||
Ending balance at Mar. 31, 2022 | $ 43,942 | $ 5,111 | $ 77 | 1,520,545 | (111,155) | (1,333,133) | (62,514) | 25,011 |
Ending balance of preferred stock (in shares) at Mar. 31, 2022 | 7,669,000 | |||||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 86,286,000 | 86,286,000 | ||||||
Beginning balance at Dec. 31, 2021 | $ 58,622 | $ 5,110 | $ 77 | 1,518,872 | (110,934) | (1,321,154) | (58,822) | 25,473 |
Beginning balance of preferred stock (in shares) at Dec. 31, 2021 | 7,669,000 | 7,669,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | $ (32,244) | |||||||
Pension and post retirement adjustments, net of tax | $ 593 | |||||||
Ending balance of common stock (in shares) at Sep. 30, 2022 | 88,633,000 | 88,633,000 | ||||||
Ending balance at Sep. 30, 2022 | $ (17,128) | $ 5,137 | $ 77 | 1,533,904 | (113,749) | (1,360,896) | (82,492) | 891 |
Ending balance of preferred stock (in shares) at Sep. 30, 2022 | 7,669,000 | 7,669,000 | ||||||
Beginning balance of common stock (in shares) at Mar. 31, 2022 | 86,338,000 | |||||||
Beginning balance at Mar. 31, 2022 | $ 43,942 | $ 5,111 | $ 77 | 1,520,545 | (111,155) | (1,333,133) | (62,514) | 25,011 |
Beginning balance of preferred stock (in shares) at Mar. 31, 2022 | 7,669,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (2,994) | (2,567) | (427) | |||||
Currency translation adjustments | (6,705) | (6,634) | (71) | |||||
Pension and post retirement adjustments, net of tax | (198) | (198) | ||||||
Stock-based compensation charges (in shares) | 54,000 | |||||||
Stock-based compensation charges | 1,387 | $ 1 | 1,386 | |||||
Dividends to preferred stockholders | (3,715) | (3,715) | ||||||
Ending balance of common stock (in shares) at Jun. 30, 2022 | 86,392,000 | |||||||
Ending balance at Jun. 30, 2022 | 31,717 | $ 5,112 | $ 77 | 1,521,931 | (111,155) | (1,339,415) | (69,346) | 24,513 |
Ending balance of preferred stock (in shares) at Jun. 30, 2022 | 7,669,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (20,566) | (17,766) | (2,800) | |||||
Currency translation adjustments | (13,431) | (13,344) | (87) | |||||
Pension and post retirement adjustments, net of tax | 198 | 198 | ||||||
Stock-based compensation charges (in shares) | 2,241,000 | |||||||
Stock-based compensation charges | 778 | $ 25 | 3,347 | (2,594) | ||||
Purchase of Fosler Construction non-controlling interest | (12,109) | 8,626 | (20,735) | |||||
Common stock offering (in shares) | ||||||||
Common stock offering | 0 | 0 | ||||||
Preferred stock offering, net (in shares) | 0 | |||||||
Preferred stock offering, net | 0 | $ 0 | 0 | |||||
Equitized Last Out Term Loan principal payment (in shares) | 0 | |||||||
Equitized Last Out Term Loan principal payment | 0 | $ 0 | 0 | |||||
Dividends to preferred stockholders | (3,715) | (3,715) | ||||||
Dividends to non-controlling interest | $ 0 | 0 | ||||||
Ending balance of common stock (in shares) at Sep. 30, 2022 | 88,633,000 | 88,633,000 | ||||||
Ending balance at Sep. 30, 2022 | $ (17,128) | $ 5,137 | $ 77 | $ 1,533,904 | $ (113,749) | $ (1,360,896) | $ (82,492) | $ 891 |
Ending balance of preferred stock (in shares) at Sep. 30, 2022 | 7,669,000 | 7,669,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 13, 2021 | Mar. 15, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||||||||
Net (loss) income | $ (20,566) | $ (2,994) | $ (8,684) | $ 13,648 | $ 3,141 | $ (15,443) | $ (32,244) | $ 1,346 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization of long-lived assets | 13,184 | 12,684 | |||||||||
Goodwill impairment | 7,224 | 0 | |||||||||
Change in fair value of contingent consideration | (9,600) | (9,567) | 0 | ||||||||
Amortization of deferred financing costs and debt discount | 3,864 | 7,150 | |||||||||
Amortization of guaranty fee | 543 | 1,370 | |||||||||
Non-cash operating lease expense | 5,698 | 3,206 | |||||||||
Loss on sale of business | $ (13,900) | $ (1,900) | 0 | 2,240 | |||||||
Gain on debt extinguishment | 0 | 0 | 0 | (6,530) | |||||||
Gain on asset disposals | (7,000) | (15,804) | |||||||||
(Benefit from) provision for deferred income taxes | (2,597) | 2,601 | |||||||||
Prior service cost amortization for pension and postretirement plans | 593 | (1,660) | |||||||||
Stock-based compensation, net of associated income taxes | 6,497 | 6,628 | |||||||||
Foreign exchange | 2,007 | 1,673 | 3,218 | 1,056 | |||||||
Changes in assets and liabilities: | |||||||||||
Accounts receivable | (26,224) | 1,466 | |||||||||
Contracts in progress | (48,208) | (9,365) | |||||||||
Advance billings on contracts | 28,915 | (20,625) | |||||||||
Inventories | (15,098) | (4,681) | |||||||||
Income taxes | (2,133) | (4,239) | |||||||||
Accounts payable | 39,639 | 7,375 | |||||||||
Accrued and other current liabilities | (10,813) | (44,768) | |||||||||
Accrued contract loss | 3,481 | (266) | |||||||||
Pension liabilities, accrued postretirement benefits and employee benefits | (27,144) | (47,108) | |||||||||
Other, net | 792 | 90 | |||||||||
Net cash used in operating activities | (67,380) | (107,834) | |||||||||
Cash flows from investing activities: | |||||||||||
Purchase of property, plant and equipment | (8,947) | (4,213) | |||||||||
Acquisition of business, net of cash acquired | (64,914) | (27,211) | |||||||||
Proceeds from sale of business and assets, net | 2,500 | 23,770 | |||||||||
Purchases of available-for-sale securities | (5,006) | (9,597) | |||||||||
Sales and maturities of available-for-sale securities | 8,498 | 11,373 | |||||||||
Other, net | 299 | 0 | |||||||||
Net cash used in investing activities | (67,570) | (5,878) | |||||||||
Cash flows from financing activities: | |||||||||||
Issuance of senior notes | 5,455 | 151,239 | |||||||||
Borrowings on loan payable | 1,342 | 3,472 | |||||||||
Repayments on loan payable | (13,863) | 0 | |||||||||
Repayments under last out term loans | 0 | (75,408) | |||||||||
Borrowings under U.S. revolving credit facility | 0 | 14,500 | |||||||||
Repayments of U.S. revolving credit facility | 0 | (178,800) | |||||||||
Issuance of preferred stock, net | (40) | 111,850 | |||||||||
Payment of preferred stock dividends | (11,145) | (5,412) | |||||||||
Shares of common stock returned to treasury stock | (2,815) | (4,863) | |||||||||
Issuance of common stock, net | 0 | 160,934 | |||||||||
Debt issuance costs | 209 | (16,725) | |||||||||
Other, net | 1,776 | (1,569) | |||||||||
Net cash (used in) provided by financing activities | (19,081) | 159,218 | |||||||||
Effects of exchange rate changes on cash | (3,186) | 2,818 | |||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash | (157,217) | 48,324 | |||||||||
Cash, cash equivalents and restricted cash at beginning of period | $ 226,715 | $ 67,423 | 226,715 | 67,423 | $ 67,423 | ||||||
Cash, cash equivalents and restricted cash at end of period | 69,498 | 115,747 | 69,498 | 115,747 | 226,715 | ||||||
Schedule of cash, cash equivalents and restricted cash: | |||||||||||
Cash and cash equivalents | 48,471 | 107,055 | 48,471 | 107,055 | 224,874 | ||||||
Current restricted cash | 9,630 | 8,692 | 9,630 | 8,692 | 1,841 | ||||||
Long-term restricted cash | 11,397 | 0 | 11,397 | 0 | 0 | ||||||
Total cash, cash equivalents and restricted cash at end of period | $ 69,498 | $ 115,747 | 69,498 | 115,747 | $ 226,715 | ||||||
Supplemental Cash flow information: | |||||||||||
Income taxes paid, net | 2,693 | 6,094 | |||||||||
Interest paid | $ 19,292 | $ 18,800 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 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 the Company's Annual Report. The Company has included all adjustments, in the opinion of management, consisting only of normal, recurring adjustments, necessary for a fair presentation of the interim financial statements. The Company has eliminated all intercompany transactions and accounts. The Company has presented the notes to its Condensed Consolidated Financial Statements on the basis of continuing operations, unless otherwise stated. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from these estimates. In the opinion of management, these consolidated financial statements contain all estimates and adjustments, consisting of normal recurring accruals, required to fairly present the financial position, results of operations, and cash flows for the interim periods. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full-year ending December 31, 2022. Non-controlling interests are presented in the Company’s consolidated financial statements as if parent company investors (controlling interests) and other minority investors (non-controlling interests) in partially-owned subsidiaries have similar economic interests in a single entity. As a result, investments in non-controlling interests are reported as equity in the Company’s consolidated financial statements. Additionally, the Company’s consolidated financial statements include 100% of a controlled subsidiary’s earnings, rather than only its share. Transactions between the parent company and non-controlling interests are reported in equity as transactions between stockholders, provided that these transactions do not create a change in control. Risks and Uncertainties |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted (loss) earnings per share of the Company's common stock, net of non-controlling interest and dividends on preferred stock: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2022 2021 2022 2021 Net (loss) income attributable to stockholders of common stock $ (21,481) $ 9,962 $ (39,742) $ (4,107) Weighted average shares used to calculate basic and diluted (loss) earnings per share 88,321 86,002 88,115 81,088 Dilutive effect of stock options, restricted stock and performance units — 962 — — Weighted average shares used to calculate diluted earnings (loss) per share 88,321 86,964 88,115 81,088 Basic (loss) earnings per share $ (0.24) $ 0.12 $ (0.45) $ (0.05) Diluted (loss) earnings per share $ (0.24) $ 0.11 $ (0.45) $ (0.05) Because the Company incurred a net loss in the three and nine-month periods ended September 31, 2022 and the nine-month period ended September 30, 2021, basic and diluted shares are the same. If the Company had net income in the three months ended September 30, 2022, diluted shares would include an additional 0.8 million shares. If the Company was in a net income position during the nine months ended September 30, 2022 and 2021, diluted shares would include an additional 0.9 million and 1.3 million shares, respectively. The Company excluded 0.3 million and 0.9 million shares related to stock options from the diluted share calculation for the three-month periods ended September 30, 2022 and 2021, respectively, because their effect would have been anti-dilutive. The Company excluded 0.4 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Company's operations are assessed based on three reportable market-facing segments as part of its strategic, market-focused organizational and re-branding initiative to accelerate growth and provide stakeholders with improved visibility into its renewable and environmental growth platforms. The Company's three 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 by segment exclude inter-segment sales. An analysis of the Company's operations by segment is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Revenues: B&W Renewable segment B&W Renewable $ 34,279 $ 20,783 $ 89,500 $ 63,481 B&W Renewable Services (1) 30,164 2,036 57,996 10,889 Vølund 14,043 15,181 48,936 30,785 Fosler Solar 3,201 — 28,443 — 81,687 38,000 224,875 105,155 B&W Environmental segment B&W Environmental 25,773 14,338 56,759 42,766 SPIG 14,521 16,514 40,815 40,892 GMAB 4,332 7,397 13,612 14,109 44,626 38,249 111,186 97,767 B&W Thermal segment B&W Thermal 91,331 83,819 309,875 328,416 91,331 83,819 309,875 328,416 Eliminations (2,774) (108) (5,998) (270) Total Revenues $ 214,870 $ 159,960 $ 639,938 $ 531,068 (1) B&W Renewable Services' 2021 revenues were reclassified from Vølund's prior year reported amount for year-over-year comparability. At a segment level, the adjusted EBITDA presented below is consistent with the manner in which the Company's chief operating decision maker ("CODM") reviews the results of operations and makes strategic decisions about the business and is calculated as earnings before interest, tax, depreciation and amortization adjusted for items such as gains or losses arising from the sale of non-income producing assets, net pension benefits, restructuring activities, impairments, gains and losses on debt extinguishment, costs related to financial consulting, research and development costs and other costs that may not be directly controllable by segment management and are not allocated to the segment. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Adjusted EBITDA B&W Renewable segment (1) $ 4,522 $ 11,399 $ 14,846 $ 15,030 B&W Environmental segment 3,082 3,476 5,112 7,286 B&W Thermal segment 10,761 9,329 41,276 32,436 Corporate (4,419) (5,866) (13,018) (11,548) Research and development costs (891) 513 (2,532) (560) $ 13,055 $ 18,851 $ 45,684 $ 42,644 (1) Adjusted EBITDA for the nine months ended September 30, 2022 includes a $7.0 million non-recurring gain on sale related to development rights of a future solar project that was sold as well as the reduction to Selling, General and Administrative Costs of $9.6 million for the three and nine months ended September 30, 2022 that resulted from the reversal of the contingent consideration related to an acquisition. The Company does not separately identify or report its assets by segment as its 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 | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION AND CONTRACTS | REVENUE RECOGNITION AND CONTRACTS Revenue Recognition The Company generates the vast majority of its revenues from the supply of, and aftermarket services for, steam-generating, environmental and auxiliary equipment. The Company also earns revenue from the supply of custom-engineered cooling 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 25% and 21% of the Company's revenue for the three months ended September 30, 2022 and 2021, respectively, and 23% and 20% of its revenue for the nine months ended September 30, 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 75% and 79% of the Company's revenue for the three months ended September 30, 2022 and 2021, respectively, and 77% and 80% of its revenue for nine months ended September 30, 2022 and 2021, respectively A performance obligation is a contractual promise to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied. Refer to Note 3 for the Company's disaggregation of revenue by product line. Contract Balances The following represents the components of the Company's Contracts in progress and Advance billings on contracts included in its Condensed Consolidated Balance Sheets: (in thousands) September 30, 2022 December 31, 2021 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 60,182 $ 35,939 $ 24,243 67 % Revenues recognized less billings to customers 64,849 44,237 20,612 47 % Contracts in progress $ 125,031 $ 80,176 $ 44,855 56 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 87,033 $ 68,615 $ 18,418 27 % Costs of revenue recognized less cost incurred 10,927 (235) 11,162 (4,750) % Advance billings on contracts $ 97,960 $ 68,380 $ 29,580 43 % Net contract balance $ 27,071 $ 11,796 $ 15,275 129 % Accrued contract losses $ 3,859 $ 378 $ 3,481 921 % Backlog On September 30, 2022 we had $730.0 million of remaining performance obligations, which the Company also refers to as total backlog. The Company expects to recognize approximately 32.5%, 46.4% and 21.1% of its remaining performance obligations as revenue in 2022, 2023 and thereafter, respectively. Changes in Contract Estimates During the three and nine-month periods ended September 30, 2022 and 2021, the Company recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Increases in gross profit for changes in estimates for over time contracts $ 1,690 $ 7,001 $ 11,343 $ 12,340 Decreases in gross profit for changes in estimates for over time contracts (10,353) (1,523) (20,004) (6,018) Net changes in gross profit for changes in estimates for over time contracts $ (8,663) $ 5,478 $ (8,661) $ 6,322 B&W Renewable Projects During March 2022, the Company determined that its Fosler Solar reporting unit had nine projects located in the United States that existed at the time Fosler was acquired on September 30, 2021 which generated losses that arose due to the status of certain construction activities, existing at acquisition date, not adequately disclosed in the sales agreement and not recognized in the financial records of the seller. As of September 30, 2022, the Company has recorded an increase in goodwill of $14.4 million, primarily resulting from the recognition of $14.1 million of accrued liabilities and $0.4 million of warranty accruals in conjunction with the finalization of purchase accounting as measurement period adjustments which was finalized as of September 30, 2022. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 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) September 30, 2022 December 31, 2021 Raw materials and supplies $ 79,911 $ 56,352 Work in progress 4,950 5,723 Finished goods 12,971 17,452 Total inventories $ 97,832 $ 79,527 |
PROPERTY, PLANT & EQUIPMENT, &
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES | PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES Property, plant and equipment less accumulated depreciation is as follows: (in thousands) September 30, 2022 December 31, 2021 Land $ 2,378 $ 1,489 Buildings 33,842 31,895 Machinery and equipment 148,032 144,325 Property under construction 7,771 12,480 192,023 190,189 Less accumulated depreciation 135,158 133,137 Net property, plant and equipment 56,865 57,052 Finance leases 30,548 34,159 Less finance lease accumulated amortization 5,676 5,584 Net property, plant and equipment, and finance lease $ 81,737 $ 85,627 |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The following summarizes the changes in the net carrying amount of goodwill as of September 30, 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 (2) 10,697 10,697 Measurement period adjustments - VODA (1)(2) (61) (61) Measurement period adjustments - Fossil Power (1)(2) 270 270 Measurement period adjustments - Optimus Industries (1)(2) (7,273) (7,273) Goodwill impairment - Fosler (7,224) (7,224) Currency translation adjustments (1,041) (786) (2,288) (4,115) Balance at September 30, 2022 $ 81,728 $ 4,881 $ 68,622 $ 155,229 (1) As described in Note 21, the Company is in the process of completing the purchase price allocation associated with the 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) The Company's preliminary purchase price allocation changed due to additional information and further analysis. Goodwill represents the excess of the consideration transferred over the fair value of net assets, including identifiable intangible assets, at the acquisition date. Goodwill is assessed for impairment annually on October 1 or more frequently if events or changes in circumstances indicate a potential impairment exists. In assessing goodwill for impairment, the Company follows ASC 350, Intangibles – Goodwill and Other, which permits a qualitative assessment of whether it is more likely than not that the fair value of the reporting unit is less than its carrying value including goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill, then no impairment is determined to exist for the reporting unit. However, if the qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value, including goodwill, or we choose not to perform the qualitative assessment, then we compare the fair value of that reporting unit with its carrying value, including goodwill, in a quantitative assessment. If the carrying value of a reporting unit exceeds its fair value, goodwill is considered impaired with the impairment loss measured as the excess of the reporting unit’s carrying value, including goodwill, over its fair value. The estimated fair value of the reporting unit is derived based on valuation techniques the Company believes market participants would use for each of the reporting units. During the quarter ended September 30, 2022, the Company identified certain factors, including but not limited to, the acquisition of the remaining 40% ownership stake in Fosler Construction Company Inc. for an amount less than the remaining balance of the non-controlling interest, significant deterioration in operating results from those originally forecast at the date of acquisition primarily as a result of supply chain issues on certain solar product inputs, the recognition of additional contract losses in the third quarter of $8.6 million beyond amounts previously accounted for as measurement period adjustments during the year, the determination that the contingent consideration would not be payable, all of which contributed to the identification of a triggering event, requiring an interim quantitative goodwill impairment assessment of its Fosler Construction reporting unit. In addition, in conjunction with the interim goodwill impairment test, the Company performed an impairment analysis of the Fosler asset group's its long-lived and intangible assets and noted no impairment. The quantitative assessment was performed using a combination of the income approach (discounted cash flows), the market approach and the guideline transaction method. The income approach uses the reporting unit’s estimated future cash flows, discounted at the weighted-average cost of capital of a hypothetical third-party buyer to account for uncertainties within the projections. The income approach uses assumptions based on the reporting unit’s estimated revenue growth, operating margin, and working capital turnover. The market approach estimates fair value by applying cash flow multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies with similar characteristics to the reporting unit. The guideline transaction method estimates fair value by applying recent observed transaction multiples from transactions involving companies with similar characteristics to the reporting unit’s business. The Company compared the fair value of the Fosler Construction reporting unit to its carrying value and determined that the carrying value of the reporting unit exceeded the fair value. As such, the Company recorded goodwill impairment losses related to the Fosler Construction reporting unit of $7.2 million. No indicators of goodwill impairment were identified for the Company's other reporting units. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The Company's intangible assets are as follows: (in thousands) September 30, 2022 December 31, 2021 Definite-lived intangible assets (1) (2) Customer relationships $ 67,027 $ 46,903 Unpatented technology 17,819 15,410 Patented technology 3,646 3,103 Tradename 13,029 12,747 Acquired backlog 3,100 3,100 All other 9,138 9,319 Gross value of definite-lived intangible assets 113,759 90,582 Customer relationships amortization (24,705) (20,800) Unpatented technology amortization (9,584) (8,313) Patented technology amortization (2,845) (2,729) Tradename amortization (5,962) (5,425) Acquired backlog (3,100) (1,620) All other amortization (9,074) (9,205) Accumulated amortization (55,270) (48,092) Net definite-lived intangible assets $ 58,489 $ 42,490 Indefinite-lived intangible assets Trademarks and trade names $ 1,305 $ 1,305 Total intangible assets, net $ 59,794 $ 43,795 (1) As described in Note 21, we are in the process of completing the purchase price allocation associated with the VODA, Fossil Power and Optimus Industries acquisitions and as a result the intangible assets associated with these acquisitions are subject to change. (2) The Company finalized the purchase price allocation for the Fosler Construction acquisition on September 30, 2022 which resulted in several measurement period adjustments The following summarizes the changes in the carrying amount of intangible assets, net: Nine Months Ended September 30, (in thousands) 2022 2021 Balance at beginning of period $ 43,795 $ 23,908 Business acquisitions and adjustments (1) (2) 27,412 17,100 Impairment of intangible assets — — Amortization expense (7,111) (2,531) Currency translation adjustments (4,302) (949) Balance at end of the period $ 59,794 $ 37,528 (1) As described in Note 21, we are in the process of completing the purchase price allocation associated with the VODA, Fossil Power and Optimus Industries acquisitions and as a result, the increase in intangible assets associated with these acquisitions are subject to change. (3) The Company finalized the purchase price allocation for the Fosler Construction acquisition on September 30, 2022 which resulted in several measurement period adjustments. Amortization of intangible assets is included in Cost of operations and SG&A in the Company's 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. See Note 7 regarding the Company's interim impairment testing process for the nine months ended September 30, 2022. Estimated future intangible asset amortization expense as of September 30, 2022 is as follows (in thousands): Amortization Expense Year ending December 31, 2022 1,926 Year ending December 31, 2023 7,701 Year ending December 31, 2024 7,629 Year ending December 31, 2025 6,832 Year ending December 31, 2026 5,757 Year ending December 31, 2027 5,156 Thereafter 23,489 See Note 21 for more information regarding intangible assets identified in conjunction with the acquisitions of 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 | 9 Months Ended |
Sep. 30, 2022 | |
Product Warranties Disclosures [Abstract] | |
ACCRUED WARRANTY EXPENSE | ACCRUED WARRANTY EXPENSE The Company may offer assurance type warranties on products and services that it sells. Changes in the carrying amount of accrued warranty expense are as follows: Nine Months Ended September 30, (in thousands) 2022 2021 Balance at beginning of period $ 12,925 $ 25,399 Additions 3,799 5,155 Expirations and other changes (3,257) (4,790) Payments (2,159) (10,212) Translation and other (687) (342) Balance at end of period $ 10,621 $ 15,210 The Company accrues estimated expense included in Cost of operations on its Condensed Consolidated Statements of Operations to satisfy contractual warranty requirements when it recognizes the associated revenues on the related contracts, or in the case of a loss contract, the full amount of the estimated warranty costs is accrued when the contract becomes a loss contract. Additions at September 30, 2022 included $0.4 million related to the Fosler projects, as described in Note 4. In addition, the Company records specific provisions or reductions where it expects the actual warranty costs to significantly |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | RESTRUCTURING ACTIVITIES The Company incurred restructuring charges (benefits) in the three and nine months ended September 30, 2022, and 2021. The charges (benefits) 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 September 30, Three Months Ended September 30, 2022 2021 (in thousands) Total Severance and related costs (benefit) Other (1) Total Severance and related costs Other (1) B&W Renewable segment $ 78 $ 6 $ 72 $ 715 $ 382 $ 333 B&W Environmental segment 73 8 65 332 128 204 B&W Thermal segment 204 14 190 1,242 362 880 Corporate 4 1 3 2,286 124 2,162 $ 359 $ 29 $ 330 $ 4,575 $ 996 $ 3,579 Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 (in thousands) Total Severance and related costs (benefit) Other (1) Total Severance and related costs Other (1) B&W Renewable segment $ 865 $ 743 $ 122 $ 1,781 $ 1,301 $ 480 B&W Environmental segment 176 27 149 630 335 295 B&W Thermal segment 484 130 354 3,132 1,409 1,723 Corporate (1,174) (1,227) 53 2,425 132 2,293 $ 351 $ (327) $ 678 $ 7,968 $ 3,177 $ 4,791 Cumulative costs to date $ 45,534 36,925 8,609 (1) Other amounts consist primarily of exit, relocation, COVID-19 related and other costs. Restructuring liabilities are included in Other accrued liabilities on the Company's Condensed Consolidated Balance Sheets. Activity related to the restructuring liabilities is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Balance at beginning of period $ 4,136 $ 7,945 $ 6,561 $ 8,146 Restructuring (benefit) expense 359 4,575 351 7,968 Payments (1,943) (5,482) (4,360) (9,076) Balance at end of period $ 2,552 $ 7,038 $ 2,552 $ 7,038 The payments shown above for the three and nine months ended September 30, 2022 and 2021 relate primarily to severance costs. Accrued restructuring liabilities at September 30, 2022 and 2021 relate primarily to employee termination benefits. |
PENSION PLANS AND OTHER POSTRET
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 2022 2021 2022 2021 Interest cost $ 6,685 $ 5,603 $ 19,958 $ 16,883 $ 49 $ 109 $ 147 $ 187 Expected return on plan assets (14,358) (13,527) (42,985) (40,309) — — — — Amortization of prior service cost 27 28 82 84 173 173 519 519 Recognized net actuarial gain — (2,253) — (2,253) — — — — Benefit plans, net (1) (7,646) (10,149) (22,945) (25,595) 222 282 666 706 Service cost included in COS (2) 195 217 594 652 5 6 15 18 Net periodic benefit cost (benefit) $ (7,451) $ (9,932) $ (22,351) $ (24,943) $ 227 $ 288 $ 681 $ 724 (1) Benefit plans, net, which is presented separately in the Company's 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 the Company's Condensed Consolidated Statements of Operations and is allocated to the B&W Thermal segment. There were no mark-to-market ("MTM") adjustments for the Company's pension and other postretirement benefit plans during the three and nine months ended September 30, 2022 and 2021. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Senior Notes 8.125% Senior Notes During 2021, the Company completed sales of $151.2 million aggregate principal amount of its 8.125% senior notes due 2026 (“8.125% Senior Notes”) for net proceeds of approximately $146.6 million. In addition to the completed sales, the Company issued $35.0 million of 8.125% Senior Notes to B. Riley Financial, Inc., a related party, in exchange for a deemed prepayment of its then existing Last Out Term Loan Tranche A-3. The 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, the Company entered into a sales agreement with B. Riley Securities, Inc., a related party, in which it may sell to or through B. Riley Securities, Inc., from time to time, additional 8.125% Senior Notes up to an aggregate principal amount of $150.0 million. The 8.125% Senior Notes have the same terms as (other than date of issuance), form a single series of debt securities with and have the same CUSIP number and are fungible with the initial 8.125% Senior Notes issuance in 2021. During the first nine months of 2022, the Company sold $5.4 million aggregate principal of 8.125% Senior Notes under the sales agreement described above for $5.4 million of net proceeds. 6.50% Senior Notes During 2021, the Company completed sales of $151.4 million aggregate principal amount of its 6.50% senior notes due in 2026 (the “6.50% Senior Notes”) for net proceeds of approximately $145.8 million. 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. The 6.50% Senior Notes mature on December 31, 2026. The components of the Company's senior notes at September 30, 2022 are as follows: Senior Notes (in thousands) 8.125% 6.50% Total Senior notes due 2026 $ 191,640 $ 151,440 $ 343,080 Unamortized deferred financing costs (4,442) (5,633) (10,075) Unamortized premium 493 — 493 Net debt balance $ 187,691 $ 145,807 $ 333,498 Revolving Debt On June 30, 2021, the Company 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 its subsidiaries as guarantors, pursuant to which the Company is obligated to reimburse MSD and any other cash collateral provider to the extent the cash collateral provided by MSD and any other cash collateral provider to secure the Letter of Credit Agreement is drawn to satisfy draws on letters of credit (the “Reimbursement Agreement”) and collectively with the Revolving Credit Agreement and Letter of Credit Agreement, the “Debt Documents” and the facilities thereunder, the “Debt Facilities”). 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 September 30, 2022, no borrowings have occurred under the Revolving Credit Agreement and under the Letter of Credit Agreement, usage consisted of $15.1 million of financial letters of credit and $94.3 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, the Company is required to pay a facility fee equal to 0.375% per annum of the unused portion of the Revolving Credit Agreement or the Letter of Credit Agreement, respectively. The Company is permitted to prepay all or any portion of the loans under the Revolving Credit Agreement prior to maturity without premium or penalty. Prepayments under the Reimbursement Agreement shall be subject to a prepayment fee of 2.25% in the first year after closing, 2.0% in the second year after closing and 1.25% in the third year after closing with no prepayment fee payable thereafter. The Company has mandatory prepayment obligations under the Reimbursement Agreement upon the receipt of proceeds from certain dispositions or casualty or condemnation events. The Revolving Credit Agreement and Letter of Credit Agreement require mandatory prepayments to the extent of an over-advance. The obligations under the Debt Facilities are secured by substantially all assets of the Company and each of the guarantors, in each case subject to inter-creditor arrangements. As noted above, the obligations under the Letter of Credit Facility are also secured by the cash collateral provided by MSD and any other cash collateral provider thereunder. The Debt Documents contain certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The Debt Documents require the Company to comply with certain financial maintenance covenants, including a quarterly fixed charge coverage test of not less than 1.00 to 1.00, a quarterly senior net leverage ratio test of not greater than 2.50 to 1.00, a non-guarantor cash repatriation covenant not to exceed $35 million at any one time, a minimum liquidity covenant of at least $30.0 million at all times, a current ratio of not less than 1.25 to 1.00, and an annual cap on maintenance capital expenditures of $7.5 million. The Debt Documents also contain customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the respective facility, the failure to comply with certain covenants and agreements specified in the applicable Debt Agreement, defaults in respect of certain other indebtedness and certain events of insolvency. If any event of default occurs, the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Debt Documents may become due and payable immediately. As of September 30, 2022, the Company was not in compliance with the aforementioned quarterly fixed charge coverage test and received a waiver from MSD and PNC for the period ended September 30, 2022. 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. Letters of Credit, Bank Guarantees and Surety Bonds Certain of the Company's subsidiaries, primarily outside of the United States, have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity. The aggregate value of all such letters of credit and bank guarantees outside of the Company's Letter of Credit Agreement as of September 30, 2022 was $45.1 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 $36.7 million as of September 30, 2022. Of the outstanding letters of credit issued under the Letter of Credit Agreement, $58.8 million are subject to foreign currency revaluation. The Company has also posted surety bonds to support contractual obligations to customers relating to certain contracts. The Company utilizes bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. These bonds generally indemnify customers should the Company fail to perform its obligations under its applicable contracts. The Company, and certain of its subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds the underwriters issue in support of some of its contracting activity. As of September 30, 2022, bonds issued and outstanding under these arrangements in support of its contracts totaled approximately $333.9 million. The aggregate value of the letters of credit backstopping surety bonds was $8.7 million. The Company's ability to obtain and maintain sufficient capacity under the its current Debt Facilities is essential to allow it to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, the Company's ability to support contract security requirements in the future will be diminished. Other Indebtedness - Loans Payable As of September 30, 2022, the Company's Denmark subsidiary has an unsecured interest-free loan of $0.7 million under a local government loan program related to COVID-19 that is payable May 2023. In addition, the Company had $1.6 million in a loan payable related to financed insurance premiums payable April 2023. These loan payables are included in current Loans payable in the Company's Condensed Consolidated Balance Sheets. Fosler Construction has loans, primarily for vehicles and equipment, totaling $0.5 million at September 30, 2022. The vehicle and equipment loans are included in Long-term loans payables in the Company's Condensed Consolidated Balance Sheets. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
PREFERRED STOCK | PREFERRED STOCK In May 2021, the Company completed a public offering of its 7.75% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock") pursuant to an underwriting agreement (the “Underwriting Agreement”) between the Company and B. Riley Securities, Inc. At the closing, the Company issued to the public 4,444,700 shares of its Preferred Stock, at an offering price of $25.00 per share for net proceeds of approximately $106.4 million after deducting underwriting discounts, commissions but before expenses. The Preferred Stock has a par value of $0.01 per share and is perpetual and has no maturity date. The Preferred Stock has a cumulative cash dividend, when and as if declared by the Company's Board of Directors, at a rate of 7.75% per year on the liquidation preference amount of $25.00 per share and payable quarterly in arrears. The Preferred Stock ranks, as to dividend rights and rights as to the distribution of assets upon the Company's liquidation, dissolution or winding-up: (1) senior to all classes or series of the Company's common stock and to all other capital stock issued by it expressly designated as ranking junior to the Preferred Stock; (2) on parity with any future class or series of the Company's capital stock expressly designated as ranking on parity with the Preferred Stock; (3) junior to any future class or series of the Company's capital stock expressly designated as ranking senior to the Preferred Stock; and (4) junior to all of the Company's existing and future indebtedness. The Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. The Company will pay cumulative cash dividends on the Preferred Stock when, as and if declared by its Board of Directors, only out of funds legally available for payment of dividends. Dividends on the Preferred Stock will accrue on the stated amount of $25.00 per share of the Preferred Stock at a rate per annum equal to 7.75% (equivalent to $1.9375 per year), payable quarterly in arrears. Dividends on the Preferred Stock declared by the Company's Board of Directors will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. During the nine months ending September 30, 2022, the Company's Board of Directors approved dividends totaling $11.1 million. There are no cumulative undeclared dividends of the Preferred Stock at September 30, 2022. On June 1, 2021, the Company and B. Riley, a related party, entered into an agreement (the “Exchange Agreement”) pursuant to which the Company (i) issued B. Riley 2,916,880 shares of its Preferred Stock, representing an exchange price of $25.00 per share and paid $0.4 million in cash, and (ii) paid $0.9 million in cash to B. Riley for accrued interest due, in exchange for a deemed prepayment of $73.3 million of the Company's then existing term loans with B. Riley under the Company’s prior A&R Credit Agreement. On July 7, 2021, the Company entered into a sales agreement with B. Riley Securities, Inc., a related party, in connection with the offer 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 nine months ending September 30, 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. On February 12, 2021, the Company completed a public offering of its common stock pursuant to an underwriting agreement dated February 9, 2021, between the Company and B. Riley Securities, Inc., as representative of the several underwriters. At the time of closing, the Company issued to the public 29,487,180 shares of its common stock and received net proceeds of approximately $163.0 million after deducting underwriting discounts and commissions, but before expenses. The net proceeds of the offering were used to make a prepayment toward the balance outstanding under the Company's then existing U.S. Revolving Credit Facility and permanently reduced the commitments under its senior secured credit facilities. On May 19, 2022, at the 2022 annual meeting of stockholders of the Company, the stockholders of the Company, upon the recommendation of the Company’s Board of Directors, approved an amendment to the Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan. The Plan Amendment became effective upon such stockholder approval. The Plan Amendment increased the total number of shares of the Company’s common stock authorized for award grants under the 2021 Plan from 1,250,000 shares to 5,250,000 shares. The 2021 Plan replaced the Company’s Amended and Restated 2015 Long-Term Incentive Plan. In addition to the 5,250,000 shares available for award grant purposes under the 2021 Plan as described above, any shares of Company common stock underlying any outstanding award granted under the 2015 Plan that, |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
COMMON STOCK | PREFERRED STOCK In May 2021, the Company completed a public offering of its 7.75% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock") pursuant to an underwriting agreement (the “Underwriting Agreement”) between the Company and B. Riley Securities, Inc. At the closing, the Company issued to the public 4,444,700 shares of its Preferred Stock, at an offering price of $25.00 per share for net proceeds of approximately $106.4 million after deducting underwriting discounts, commissions but before expenses. The Preferred Stock has a par value of $0.01 per share and is perpetual and has no maturity date. The Preferred Stock has a cumulative cash dividend, when and as if declared by the Company's Board of Directors, at a rate of 7.75% per year on the liquidation preference amount of $25.00 per share and payable quarterly in arrears. The Preferred Stock ranks, as to dividend rights and rights as to the distribution of assets upon the Company's liquidation, dissolution or winding-up: (1) senior to all classes or series of the Company's common stock and to all other capital stock issued by it expressly designated as ranking junior to the Preferred Stock; (2) on parity with any future class or series of the Company's capital stock expressly designated as ranking on parity with the Preferred Stock; (3) junior to any future class or series of the Company's capital stock expressly designated as ranking senior to the Preferred Stock; and (4) junior to all of the Company's existing and future indebtedness. The Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. The Company will pay cumulative cash dividends on the Preferred Stock when, as and if declared by its Board of Directors, only out of funds legally available for payment of dividends. Dividends on the Preferred Stock will accrue on the stated amount of $25.00 per share of the Preferred Stock at a rate per annum equal to 7.75% (equivalent to $1.9375 per year), payable quarterly in arrears. Dividends on the Preferred Stock declared by the Company's Board of Directors will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. During the nine months ending September 30, 2022, the Company's Board of Directors approved dividends totaling $11.1 million. There are no cumulative undeclared dividends of the Preferred Stock at September 30, 2022. On June 1, 2021, the Company and B. Riley, a related party, entered into an agreement (the “Exchange Agreement”) pursuant to which the Company (i) issued B. Riley 2,916,880 shares of its Preferred Stock, representing an exchange price of $25.00 per share and paid $0.4 million in cash, and (ii) paid $0.9 million in cash to B. Riley for accrued interest due, in exchange for a deemed prepayment of $73.3 million of the Company's then existing term loans with B. Riley under the Company’s prior A&R Credit Agreement. On July 7, 2021, the Company entered into a sales agreement with B. Riley Securities, Inc., a related party, in connection with the offer 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 nine months ending September 30, 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. On February 12, 2021, the Company completed a public offering of its common stock pursuant to an underwriting agreement dated February 9, 2021, between the Company and B. Riley Securities, Inc., as representative of the several underwriters. At the time of closing, the Company issued to the public 29,487,180 shares of its common stock and received net proceeds of approximately $163.0 million after deducting underwriting discounts and commissions, but before expenses. The net proceeds of the offering were used to make a prepayment toward the balance outstanding under the Company's then existing U.S. Revolving Credit Facility and permanently reduced the commitments under its senior secured credit facilities. On May 19, 2022, at the 2022 annual meeting of stockholders of the Company, the stockholders of the Company, upon the recommendation of the Company’s Board of Directors, approved an amendment to the Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan. The Plan Amendment became effective upon such stockholder approval. The Plan Amendment increased the total number of shares of the Company’s common stock authorized for award grants under the 2021 Plan from 1,250,000 shares to 5,250,000 shares. The 2021 Plan replaced the Company’s Amended and Restated 2015 Long-Term Incentive Plan. In addition to the 5,250,000 shares available for award grant purposes under the 2021 Plan as described above, any shares of Company common stock underlying any outstanding award granted under the 2015 Plan that, |
INTEREST EXPENSE AND SUPPLEMENT
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION | INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION Interest expense in the Company's Condensed Consolidated Financial Statements consisted of the following components: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Components associated with borrowings from: Senior notes $ 6,385 $ 3,801 $ 18,715 $ 8,993 Last Out Term Loans - cash interest — — — 4,349 U.S. Revolving Credit Facility — — — 1,416 6,385 3,801 18,715 14,758 Components associated with amortization or accretion of: Revolving Credit Agreement 1,237 1,057 3,465 1,057 Senior notes 657 335 1,950 2,101 U.S. Revolving Credit Facility — — — 5,995 1,894 1,392 5,415 9,153 Components associated with interest from: Lease liabilities 707 870 2,112 2,194 Other interest expense 2,334 2,267 7,007 4,469 3,041 3,137 9,119 6,663 Total interest expense $ 11,320 $ 8,330 $ 33,249 $ 30,574 The following table provides a reconciliation of Cash, cash equivalents and Short-term and Long-term restricted cash reporting within the Company's Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows: (in thousands) September 30, 2022 December 31, 2021 September 30, 2021 Held by foreign entities $ 27,435 $ 42,070 $ 39,238 Held by U.S. entities 21,036 182,804 67,817 Cash and cash equivalents 48,471 224,874 107,055 Reinsurance reserve requirements 648 443 774 Bank guarantee collateral 1,892 997 1,026 Letters of credit collateral 1,190 401 6,892 Hold-back for acquisition purchase price (1) 5,900 — — Escrow for long-term project (2) 11,397 — — Current and Long-term restricted cash and cash equivalents 21,027 1,841 8,692 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 69,498 $ 226,715 $ 115,747 (1) The purchase price for Fossil Power Systems ("FPS") was $59.2 million, including a hold-back of $5.9 million which is included in Current restricted cash and cash equivalents and Other accrued liabilities on the Company's Condensed Consolidated Balance Shee ts. The hold-back is being held in escrow for potential payment of up to the maximum amount twelve months from the February 1, 2022 date of acquisition if the conditions are met. (2) On December 15, 2021, the Company entered into an agreement to place $11.5 million in an escrow account as security to ensure project performance. On April 30, 2023, $2.5 million of the total amount held in escrow will be reclassified from Long-Term restricted cash to Current restricted cash in anticipation of the initial payment on April 20, 2024. The remaining amount of $9.0 million will be reclassified from Long-term restricted cash to Current restricted cash on September 30, 2024, with a scheduled final settlement on September 30, 2025. The following cash activity is presented as a supplement to the Company's Condensed Consolidated Statements of Cash Flows and is included in Net cash used in operating activities: Nine Months Ended September 30, (in thousands) 2022 2021 Income tax payments, net $ 2,693 $ 6,094 Interest payments - 8.125% Senior Notes due 2026 $ 11,444 $ 6,681 Interest payments - 6.50% Senior Notes due 2026 7,848 — Interest payments on U.S. Revolving Credit Facility — 5,979 Interest payments on Last Out Term Loans — 6,140 Total cash paid for interest $ 19,292 $ 18,800 |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | PROVISION FOR INCOME TAXES In the three months ended September 30, 2022, income tax expense was $4.9 million, resulting in an effective tax rate of (31.3)%. In the three months ended September 30, 2021, income tax expense was $0.3 million, resulting in an effective tax rate of 2.2%. In the nine months ended September 30, 2022, income tax expense was $4.8 million, resulting in an effective tax rate of (17.4)%. In the nine months ended September 30, 2021, income tax expense was $6.7 million, resulting in an effective tax rate of 83.2%. The Company's effective tax rate for the three and nine months ended September 30, 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. The Company has unfavorable discrete items of $0.7 million and $1.2 million for the three and nine months ended September 30, 2022, which primarily represent withholding taxes and deferred tax asset remeasurement due to an enacted change in tax law. The Company had favorable discrete items of $0.6 million and unfavorable discrete items of $2.9 million for the three and nine months ended September 30, 2021, which primarily represented withholding taxes and deferred tax liability remeasurement due to an enacted change in tax law. The Company is 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%. The Company provides for income taxes based on the tax laws and rates in the jurisdictions where it conducts operations. These jurisdictions may have regimes of taxation that vary in both nominal rates and the basis on which these rates are applied. The Company's 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 its income, and valuation allowances. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 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 the Company filed a motion to dismiss, and on December 14, 2020 the court issued its order dismissing the fraud and negligent misrepresentation claims and finding that, in the event that parties’ contract is found to be valid, Plaintiffs’ claims for damages will be subject to the contractual cap on liability (defined as the $11.7 million purchase price subject to certain adjustments). On January 11, 2021, the Company filed its answer and a counterclaim for breach of contract, seeking damages in excess of $2.9 million. The Company intends to continue to vigorously litigate the action. However, given the stage of the litigation, it is too early to determine if the outcome of the Glatfelter Litigation will have a material adverse impact on The Company's consolidated financial condition, results of operations or cash flows. Stockholder Derivative and Class Action Litigation On April 14, 2020, a putative B&W stockholder (“Plaintiff”) filed a derivative and class action complaint against certain of the Company’s directors (current and former), executives and significant stockholders (collectively, “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 (the “Stockholder Litigation”). Plaintiff alleges that Defendants, among other things, did not properly discharge their fiduciary duties in connection with the 2019 rights offering and related transactions. On June 10, 2022, after pursuing private mediation, the parties to the Stockholder Litigation reached a settlement agreement in principle to resolve the Stockholder Litigation. That settlement agreement includes (i) certain corporate governance changes that the Company is willing to implement in the future, (ii) a total payment of $9.5 million, and (iii) other customary terms and conditions. All attorney’s fees, administration costs, and expenses associated with the settlement of this matter will be deducted from the total payment amount, other than the cost of notice, which will be borne by the Company. Of the total settlement amount, the Company will pay $4.75 million on behalf of B. Riley Financial, Inc. and Vintage Capital Management, LLC pursuant to existing contractual indemnification obligations to settle Plaintiff’s direct claims asserted against these entities. This $4.75 million, after the deduction of attorney’s fees and the customary settlement costs and expenses described above, will be paid to shareholders of the Company, excluding any Defendant in the Stockholder Litigation. The remaining $4.75 million of the total settlement amount, after the deduction of attorney’s fees and the customary settlement costs and expenses described above, will be paid to the Company from insurance proceeds and the contribution of certain other parties to the Stockholder Litigation to settle the derivative claims asserted by Plaintiff on behalf of the Company. The proposed settlement, which remains subject to court approval, would resolve all claims that have been, could have been, could now be, or in the future could, can, or might be asserted in the Stockholder Litigation. The settlement of this matter remains subject to court approval and the amount to be paid by the Company is fully accrued and reflected in Other accrued liabilities on the Company's Condensed Consolidated Balance Sheets at September 30, 2022. Russian Invasion of Ukraine The Company does not currently have contracts directly with Russian entities or businesses and it currently does not conduct business in Russia directly. It is believed that the Company’s only involvement with Russia or Russian entities, involves sales of its products with a trade receivable in the amount of approximately $3.1 million by a wholly-owned Italian subsidiary of the Company to non-Russian counterparties who may resell the Company's products to Russian entities or perform services in Russia using its products. The Company has implemented a restricted party screening process completed by a third party to monitor compliance with trade restrictions. The economic sanctions and export-control measures and the ongoing invasion of Ukraine could impact the Company's subsidiary’s rights and responsibilities under the contracts and could result in potential losses to the Company. Other Due to the nature of B&W's business, the Company is, from time to time, involved in routine litigation or subject to disputes or claims related to its business activities, including, among other things: performance or warranty-related matters under the Company's customer and supplier contracts and other business arrangements; and workers' compensation, premises liability and other claims. Based on prior experience, the Company does not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows. |
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME | 9 Months Ended |
Sep. 30, 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, second and third quarters 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) Other comprehensive loss before reclassifications (6,634) — (6,634) Reclassified from AOCI to net loss — (198) (198) Net other comprehensive loss (6,634) (198) (6,832) Balance at June 30, 2022 $ (66,418) $ (2,928) $ (69,346) Other comprehensive loss before reclassifications $ (13,344) $ — (13,344) Reclassified from AOCI to net loss $ 198 198 Net other comprehensive loss (13,344) 198 (13,146) Balance at September 30, 2022 $ (79,762) $ (2,730) $ (82,492) (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) Other comprehensive loss before reclassifications (1,478) — (1,478) Reclassified from AOCI to net income — 198 198 Net other comprehensive (loss) income (1,478) 198 (1,280) Balance at June 30, 2021 $ (53,635) $ (4,419) $ (58,054) Other comprehensive loss before reclassifications (1,292) — (1,292) Reclassified from AOCI to net income (loss) — 197 197 Net other comprehensive (loss) income (1,292) 197 (1,095) Balance at September 30, 2021 $ (54,927) $ (4,222) $ (59,149) 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 September 30, Nine Months Ended September 30, 2022 2021 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 198 (197) 593 (593) Net (loss) income $ 198 $ (197) $ 593 $ 3,919 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following tables summarize the Company's 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 September 30, 2022 Level 1 Level 2 Corporate notes and bonds $ 6,147 $ 6,147 $ — Mutual funds 620 — 620 United States Government and agency securities 3,787 3,787 — Total fair value of available-for-sale securities $ 10,554 $ 9,934 $ 620 (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 The Company's investments in available-for-sale securities are presented in Other asset s on its Condensed Consolidated Balance Sheets with contractual maturities ranging from 0-5 years. Senior Notes See Note 12 above for a discussion of the Company's senior notes. The fair value of the senior notes is based on readily available quoted market prices as of September 30, 2022. (in thousands) September 30, 2022 Senior Notes Carrying Value Estimated Fair Value 8.125% Senior Notes due 2026 ('BWSN') $ 191,640 $ 184,800 6.50% Senior Notes due 2026 ('BWNB') $ 151,440 $ 144,898 Other Financial Instruments The Company used the following methods and assumptions in estimating its fair value disclosures for its other financial instruments: • Cash and cash equivalents and restricted cash and cash equivalents . The carrying amounts that the Company has 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 . The Company bases the fair values of debt instruments on quoted market prices. Where quoted prices are not available, the Company bases the fair values on Level 2 inputs such as the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. The fair value of the Company's Revolving Debt approximated their carrying value at September 30, 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 | 9 Months Ended |
Sep. 30, 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 30.5% of the Company's outstanding common stock as of September 30, 2022. The Company 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 its 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 $0.6 million for the three and nine months ended September 30, 2022, respectively, and $0.2 million and $0.4 million for the three and nine months ended September 30, 2021, respectively. As described in Note 17, on June 10, 2022, after pursuing private mediation, the parties to the Stockholder Litigation reached a settlement agreement in principle to resolve the Stockholder Litigation. Of the total $9.5 million settlement amount, the Company will pay $4.75 million on behalf of B. Riley Financial, Inc. and Vintage Capital Management, LLC pursuant to existing contractual indemnification obligations to settle Plaintiff’s direct claims asserted against these entities. This $4.75 million, after the deduction of attorney’s fees and customary settlement costs and expenses, will be paid to shareholders of the Company, excluding any Defendant in the Stockholder Litigation. The settlement of this matter remains subject to court approval and the amount to be paid by the Company is fully accrued at September 30, 2022. The public offering of the Company's 8.125% Senior Notes in February 2021, as described in Note 12, was conducted pursuant to an underwriting agreement dated February 10, 2021, between the Company and B. Riley Securities, Inc., an affiliate of B. Riley, as representative of several underwriters. At the closing date on February 12, 2021, the Company paid B. Riley Securities, Inc. $5.2 million for underwriting fees and other transaction cost related to the 8.125% Senior Notes offering. The public offering of the Company's common stock, as described in Note 14, was conducted pursuant to an underwriting agreement dated February 9, 2021, between the Company and B. Riley Securities, Inc., as representative of the several underwriters. Also on February 12, 2021, the Company paid B. Riley Securities, Inc. $9.5 million for underwriting fees and other transaction costs related to the offering. On February 12, 2021, the Company and B. Riley entered into the Exchange Agreement pursuant to which the Company 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 its existing Tranche A term loan with B. Riley Financial in the Exchange , as described in Note 12 . On March 31, 2021, the Company entered into a sales agreement with B. Riley Securities, Inc., a related party, in which the Company may sell, from time to time, up to an aggregated principal amount of $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 September 30, 2022, the Company 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 nine months ended September 30, 2022. The public offering of the Company's 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 the Company and B. Riley Securities, Inc., as representative of several underwriters. At the closing date on May 2021, the Company paid B. Riley Securities, Inc. $4.3 million for underwriting fees and other transaction cost related to the Preferred Stock offering. On May 26, 2021, the Company completed the additional sale of 444,700 shares of its 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, the Company issued 2,916,880 shares of its 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 the Company's 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, the Company entered into new Debt Facilities, as described in Note 12 . In connection with the its 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, the Company entered into a sales agreement with B. Riley Securities, Inc., a related party, in which the Company may sell, from time to time, up to an aggregated principal amount of $76.0 million of Preferred Stock to or through B. Riley Securities, Inc., as described in Note 13 . As of September 30, 2022, the Company paid B. Riley Securities, Inc. $0.2 million for underwriting fees and other transaction costs related to the offering. The public offering of the Company's 6.50% Senior Notes in December 2021, as described in Note 12, was conducted pursuant to an underwriting agreement dated December 8, 2021, between the Company and B. Riley Securities, Inc., an affiliate of B. Riley, as representative of several underwriters. At the closing date on December 13, 2021, the Company paid B. Riley Securities, Inc. $5.5 million for underwriting fees and other transaction cost related to the 6.50% Senior Notes offering. On December 17, 2021, B. Riley Financial, Inc. entered into a General Agreement of Indemnity (the "Indemnity Agreement"), between the Company 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 the Company's proposed performance on a specified project. In consideration of B. Riley's execution of the Indemnity Agreement, the Company paid B. Riley a fee of $1.7 million following the issuance of the bond by the Surety, which represents approximately 5.0% of the bonded obligations, to be amortized over the term of the agreement. On December 28, 2021, the Company received a notice that the underwriters of the 6.50% Senior Notes had elected to exercise 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, the Company paid B. Riley Securities, Inc. $0.5 million for underwriting fees and other transaction cost related to the 6.50% Senior Notes overallotment. On July 20, 2022, BRF Investments, LLC, an affiliate of B. Riley, a related party exercised 1,541,666.7 warrants to purchase 1,541,666 shares of the Company's common stock at a price per share of $0.01 pursuant to the terms of the warrant agreement between the Company and B. Riley dated July 23, 2019 . On July 28, 2022, the Company participated in the sale process of Hamon Holdings Corporation ("Hamon") for which B. Riley Securities, Inc., a related party |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Acquisitions Fosler Construction On September 30, 2021, the Company 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. the Company believes 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 the Company's clean and renewable energy businesses. Fosler Construction is reported as part of the Company's 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 was between $0.0 million and $10.0 million. The Company used the Monte Carlo simulation method to calculate the value of the contingent consideration and it was determined that the value of the liability should be zero at September 30, 2022. See Note 19 for more details. The Company estimated fair values primarily using the discounted cash flow method at September 30, 2021 for the preliminary allocation of consideration to the assets acquired and liabilities assumed during the measurement period and up to September 30, 2022 when the purchase price allocation was finalized. During the first nine months of 2022, the Company recorded an increase in goodwill of $14.4 million resulting from the initial recognition of $14.1 million of accrued liabilities and $0.4 million of warranty accruals as preliminary measurement period adjustments, as described in Note 4. During the three and nine months ended September 30, 2022, the Company recorded $8.6 million in net losses from changes in the estimated revenues and costs to complete the eleven Fosler Solar loss contracts, as described in Note 4. The Company has submitted insurance claims to recover a portion of these losses as of September 30, 2022. See Note 4 for more details. On September 24, 2022, the Company acquired the remaining 40% ownership stake in Fosler Construction for $12.7 million. In addition to the transfer of the remaining ownership stake, the settlement and share transfer agreement released all parties from the aforementioned contingent consideration arrangement, as well as other claims known as of the effective date of the agreement. The Company will make payments of $3.0 million, $5.0 million, and $4.7 million on January 16, 2023, June 30, 2023, and January 15, 2024, respectively, for a present value of $12.1 million at September 30, 2022. The Company has recorded the payments due within one year within the Other accrued liabilities caption and the payment due longer than one year within the Other non-current liabilities caption in the Company’s Condensed Consolidated Balance Sheet. As a result of the agreement, the Company removed the remaining non-controlling interest balance of $20.7 million from the Condensed Consolidated Balance Sheet and recorded an increase to Capital in Excess of Par Value for the $8.6 million difference. During the quarter ended September 30, 2022, the Company identified certain factors, including the acquisition of the remaining 40% ownership stake in Fosler Construction Company Inc., which contributed to the identification of a triggering event, requiring an interim quantitative goodwill impairment assessment and resulted in a goodwill impairment charge at Fosler Construction of $7.2 million. See Note 7 for more details. VODA On November 30, 2021, the Company acquired 100% ownership of VODA A/S (“VODA”) through its 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 the Company's B&W Renewable segment and is included in the B&W Renewable Services product line. The Company 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, the Company will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. Any subsequent changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. Fossil Power Systems On February 1, 2022, the Company acquired 100% ownership of Fossil Power Systems, Inc. (“FPS”) for approximately $59.2 million. The consideration paid for FPS included a hold-back of $5.9 million, payable twelve months from the date of the acquisition if certain conditions of the purchase agreement are met and is recorded on the Company's Condensed Consolidated Balance Sheets in Restricted cash and cash equivalents and other accrued liabilities. FPS is a leading designer and manufacturer of hydrogen, natural gas and renewable pulp and paper combustion equipment including ignitors, plant controls and safety systems based in Dartmouth, Nova Scotia, Canada and is reported as part of the Company's B&W Thermal segment. The Company estimated fair values primarily using the discounted cash flow method at February 1, 2022 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, the Company will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. Any subsequent changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. Optimus Industries On February 28, 2022, the Company acquired 100% ownership of Optimus Industries, LLC ("Optimus Industries") for approximately $19.2 million. Optimus Industries designs and manufactures waste heat recovery products for use in power generation, petrochemical, and process industries, including package boilers, watertube and firetube waste heat boilers, economizers, superheaters, waste heat recovery equipment and units for sulfuric acid plants and is based in Tulsa, Oklahoma and Chanute, Kansas. Optimus Industries is reported as part of the Company's B&W Thermal segment. The Company estimated fair values primarily using the discounted cash flow method at February 28, 2022 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, the Company will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. Any subsequent changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. Hamon Holdings Corporation Industries On July 28, 2022, the Company acquired certain assets of Hamon Holdings Corporation ("Hamon Holdings") through a competitive sale process, in connection with B. Riley Securities, Inc., a related party to the Company, had been engaged as Hamon Holdings’ investment banker and to serve as advisor to Hamon Holdings through a Chapter 11 363 Asset Sale of Hamon Holdings’ entire United States business or potential carve-out of any of its four main subsidiaries. B&W was the successful bidder for the assets of one of those subsidiaries, Hamon Research-Cottrell, Inc., ("Hamon") a major provider of air pollution control technology, for approximately $2.9 million. Purchase Price Allocations The purchase price allocation to assets acquired and liabilities assumed in the acquisitions are detailed in following tables. Specific to the Fosler Construction acquisition, the allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed is based on estimated fair values at September 30, 2021, and was finalized during the quarter ended September 30, 2022. The following is a summary of the purchase price allocation to assets acquired and liabilities assumed in the Fosler Construction Acquisition: Fosler Construction (in thousands) Initial Allocation of Consideration Measurement Period Adjustments (3) Final Allocation Accounts receivable $ 1,904 $ 121 $ 2,025 Contracts in progress 1,363 9,433 10,796 Other current assets 1,137 (835) 302 Property, plant and equipment 9,527 (7,860) 1,667 Goodwill (1) (4) 43,230 20,086 63,316 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) (15,472) (20,545) 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) The Company's purchase price allocation changed due to additional information and further analysis. (4) The Company's goodwill and current liabilities adjustments increased $14.1 million, primarily due to additional accrued liabilities recognized attributable to the Fosler projects described in Note 4. VODA ( in thousands) Initial Allocation of Consideration Measurement Period Adjustments (2) 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) The Company's preliminary purchase price allocation changed due to additional information and further analysis. Fossil Power Systems (in thousands) Estimated Acquisition Date Fair Value Measurement Period Adjustments (2) Updated Preliminary Allocation Cash $ 1,869 $ — $ 1,869 Accounts receivable 2,624 — 2,624 Contracts in progress 370 — 370 Other current assets 3,228 — 3,228 Property, plant and equipment, net 178 — 178 Goodwill (1) 35,392 270 35,662 Other assets 25,092 — 25,092 Right of use assets 1,115 — 1,115 Current liabilities (1,792) (18) (1,810) Advance billings on contracts (645) — (645) Non-current lease liabilities (989) — (989) Non-current liabilities (7,384) (106) (7,490) Net acquisition cost $ 59,058 $ 146 $ 59,204 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the FPS acquisition, goodwill represents FPS's ability to significantly expand services among new customers by leveraging cross-selling opportunities and recognizing general cost synergies. (2) The Company's preliminary purchase price allocation changed due to additional information and further analysis. Optimus Industries (in thousands) Estimated Acquisition Date Fair Value Measurement Period Adjustments (2) Updated Preliminary Allocation Cash $ 5,338 $ — $ 5,338 Accounts receivable 5,165 — 5,165 Contracts in progress 2,598 — 2,598 Other current assets 2,115 — 2,115 Property, plant and equipment, net 2,441 5,178 7,619 Goodwill (1) 11,081 (7,274) 3,807 Other assets 12 2,319 2,331 Right of use assets 94 11 105 Current liabilities (4,240) — (4,240) Advance billings on contracts (3,779) — (3,779) non-current lease liabilities (2) — (2) Non-current liabilities (1,858) — (1,858) Net acquisition cost $ 18,965 $ 234 $ 19,199 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Optimus Industries acquisition, goodwill represents Optimus Industries ability to significantly expand future customer relationships which are not in place today and recognize general cost synergies. (2) The Company's preliminary purchase price allocation changed due to additional information and further analysis. Intangible assets are included in other assets above and consists of the following: 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 Optimus Industries Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships $ 20,451 9 years 2,100 10 years Tradename 787 14 years 220 3 years Patented Technology 578 12 years — — Unpatented Technology 3,276 12 years — — Total intangible assets (1) $ 25,092 $ 2,320 (1) Intangible assets were valued using the income approach, which includes significant assumptions around future revenue growth, profitability, discount rates and customer attrition. Such assumptions are classified as level 3 inputs within the fair value hierarchy. For the three and nine-month periods ended September 30, 2022, costs of $0.2 million and $1.0 million related to the Company's acquisitions of Fosler, VODA, Fossil Power Systems, and Optimus Industries were recorded as a component of its operating expenses in the Condensed Consolidated Statements of Operations. Divestitures On June 30, 2022 the Company sold development rights related to a future solar project for $8.0 million. In conjunction with the sale, the Company recognized a $7.0 million gain on sale and recorded an $8.0 million receivable within Accounts receivable – other in the Company's Condensed Consolidated Balance Sheet. During the 3 months ended September 30, 2022, the Company received $2.5 million of proceeds from the sale. Certain real property assets for the Copley, Ohio location were sold on March 15, 2021 for $4.0 million. The Company received $3.3 million of net proceeds after adjustments and recognized a gain on sale of $1.9 million. In conjunction with the sale, we executed a leaseback agreement commencing March 16, 2021, which expires on March 31, 2033. Certain real property assets for the Lancaster, Ohio location were sold on August 13, 2021 for $18.9 million. The Company received $15.8 million of net proceeds after adjustments and expenses and recognized a gain on sale of $13.9 million. In conjunction with the sale, the Company executed a leaseback agreement commencing August 13, 2021, which expires on August 31, 2041. |
NEW ACCOUNTING PRONOUNCEMENTS A
NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS | NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS The Company adopted the following accounting standard during the first nine months 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 the Company's Condensed Consolidated Financial Statements was immaterial. New accounting standards not yet adopted that could affect the Company's 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. The Company is currently evaluating the impact of the standard on its 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 the Company's trade receivables, contracts in progress, and potentially its impairment model for available-for-sale debt securities (to the extent we have any upon adoption). For public, smaller reporting companies, this standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of both standards on its Condensed Consolidated Financial Statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On October 14, 2022, the Company changed the name of Fosler Construction to Babcock & Wilcox Solar Energy, Inc. On October 25, 2022, the Company executed a revision to the lease on its Akron, Ohio headquarters which modified the payments and extended the term of the lease through June 2038 from its original expiration date of June 2034. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
New accounting standards | The Company adopted the following accounting standard during the first nine months 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 the Company's Condensed Consolidated Financial Statements was immaterial. New accounting standards not yet adopted that could affect the Company's 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. The Company is currently evaluating the impact of the standard on its 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 the Company's trade receivables, contracts in progress, and potentially its impairment model for available-for-sale debt securities (to the extent we have any upon adoption). For public, smaller reporting companies, this standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of both standards on its Condensed Consolidated Financial Statements. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted (Loss) Earnings Per Share | The following table sets forth the computation of basic and diluted (loss) earnings per share of the Company's common stock, net of non-controlling interest and dividends on preferred stock: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2022 2021 2022 2021 Net (loss) income attributable to stockholders of common stock $ (21,481) $ 9,962 $ (39,742) $ (4,107) Weighted average shares used to calculate basic and diluted (loss) earnings per share 88,321 86,002 88,115 81,088 Dilutive effect of stock options, restricted stock and performance units — 962 — — Weighted average shares used to calculate diluted earnings (loss) per share 88,321 86,964 88,115 81,088 Basic (loss) earnings per share $ (0.24) $ 0.12 $ (0.45) $ (0.05) Diluted (loss) earnings per share $ (0.24) $ 0.11 $ (0.45) $ (0.05) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Revenues by segment exclude inter-segment sales. An analysis of the Company's operations by segment is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Revenues: B&W Renewable segment B&W Renewable $ 34,279 $ 20,783 $ 89,500 $ 63,481 B&W Renewable Services (1) 30,164 2,036 57,996 10,889 Vølund 14,043 15,181 48,936 30,785 Fosler Solar 3,201 — 28,443 — 81,687 38,000 224,875 105,155 B&W Environmental segment B&W Environmental 25,773 14,338 56,759 42,766 SPIG 14,521 16,514 40,815 40,892 GMAB 4,332 7,397 13,612 14,109 44,626 38,249 111,186 97,767 B&W Thermal segment B&W Thermal 91,331 83,819 309,875 328,416 91,331 83,819 309,875 328,416 Eliminations (2,774) (108) (5,998) (270) Total Revenues $ 214,870 $ 159,960 $ 639,938 $ 531,068 (1) B&W Renewable Services' 2021 revenues were reclassified from Vølund's prior year reported amount for year-over-year comparability. |
Reconciliation from Net (Loss) Income to Adjusted EBITDA | Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Adjusted EBITDA B&W Renewable segment (1) $ 4,522 $ 11,399 $ 14,846 $ 15,030 B&W Environmental segment 3,082 3,476 5,112 7,286 B&W Thermal segment 10,761 9,329 41,276 32,436 Corporate (4,419) (5,866) (13,018) (11,548) Research and development costs (891) 513 (2,532) (560) $ 13,055 $ 18,851 $ 45,684 $ 42,644 (1) Adjusted EBITDA for the nine months ended September 30, 2022 includes a $7.0 million non-recurring gain on sale related to development rights of a future solar project that was sold as well as the reduction to Selling, General and Administrative Costs of $9.6 million for the three and nine months ended September 30, 2022 that resulted from the reversal of the contingent consideration related to an acquisition. |
REVENUE RECOGNITION AND CONTR_2
REVENUE RECOGNITION AND CONTRACTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contracts in Progress and Advance Billings on Contracts | The following represents the components of the Company's Contracts in progress and Advance billings on contracts included in its Condensed Consolidated Balance Sheets: (in thousands) September 30, 2022 December 31, 2021 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 60,182 $ 35,939 $ 24,243 67 % Revenues recognized less billings to customers 64,849 44,237 20,612 47 % Contracts in progress $ 125,031 $ 80,176 $ 44,855 56 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 87,033 $ 68,615 $ 18,418 27 % Costs of revenue recognized less cost incurred 10,927 (235) 11,162 (4,750) % Advance billings on contracts $ 97,960 $ 68,380 $ 29,580 43 % Net contract balance $ 27,071 $ 11,796 $ 15,275 129 % Accrued contract losses $ 3,859 $ 378 $ 3,481 921 % |
Schedule of Recognized Changes in Estimated Gross Profit | During the three and nine-month periods ended September 30, 2022 and 2021, the Company recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Increases in gross profit for changes in estimates for over time contracts $ 1,690 $ 7,001 $ 11,343 $ 12,340 Decreases in gross profit for changes in estimates for over time contracts (10,353) (1,523) (20,004) (6,018) Net changes in gross profit for changes in estimates for over time contracts $ (8,663) $ 5,478 $ (8,661) $ 6,322 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows: (in thousands) September 30, 2022 December 31, 2021 Raw materials and supplies $ 79,911 $ 56,352 Work in progress 4,950 5,723 Finished goods 12,971 17,452 Total inventories $ 97,832 $ 79,527 |
PROPERTY, PLANT & EQUIPMENT, _2
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment less accumulated depreciation is as follows: (in thousands) September 30, 2022 December 31, 2021 Land $ 2,378 $ 1,489 Buildings 33,842 31,895 Machinery and equipment 148,032 144,325 Property under construction 7,771 12,480 192,023 190,189 Less accumulated depreciation 135,158 133,137 Net property, plant and equipment 56,865 57,052 Finance leases 30,548 34,159 Less finance lease accumulated amortization 5,676 5,584 Net property, plant and equipment, and finance lease $ 81,737 $ 85,627 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following summarizes the changes in the net carrying amount of goodwill as of September 30, 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 (2) 10,697 10,697 Measurement period adjustments - VODA (1)(2) (61) (61) Measurement period adjustments - Fossil Power (1)(2) 270 270 Measurement period adjustments - Optimus Industries (1)(2) (7,273) (7,273) Goodwill impairment - Fosler (7,224) (7,224) Currency translation adjustments (1,041) (786) (2,288) (4,115) Balance at September 30, 2022 $ 81,728 $ 4,881 $ 68,622 $ 155,229 (1) As described in Note 21, the Company is in the process of completing the purchase price allocation associated with the 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) The Company's preliminary purchase price allocation changed due to additional information and further analysis. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company's intangible assets are as follows: (in thousands) September 30, 2022 December 31, 2021 Definite-lived intangible assets (1) (2) Customer relationships $ 67,027 $ 46,903 Unpatented technology 17,819 15,410 Patented technology 3,646 3,103 Tradename 13,029 12,747 Acquired backlog 3,100 3,100 All other 9,138 9,319 Gross value of definite-lived intangible assets 113,759 90,582 Customer relationships amortization (24,705) (20,800) Unpatented technology amortization (9,584) (8,313) Patented technology amortization (2,845) (2,729) Tradename amortization (5,962) (5,425) Acquired backlog (3,100) (1,620) All other amortization (9,074) (9,205) Accumulated amortization (55,270) (48,092) Net definite-lived intangible assets $ 58,489 $ 42,490 Indefinite-lived intangible assets Trademarks and trade names $ 1,305 $ 1,305 Total intangible assets, net $ 59,794 $ 43,795 (1) As described in Note 21, we are in the process of completing the purchase price allocation associated with the VODA, Fossil Power and Optimus Industries acquisitions and as a result the intangible assets associated with these acquisitions are subject to change. |
Schedule of Finite-Lived Intangible Assets | The following summarizes the changes in the carrying amount of intangible assets, net: Nine Months Ended September 30, (in thousands) 2022 2021 Balance at beginning of period $ 43,795 $ 23,908 Business acquisitions and adjustments (1) (2) 27,412 17,100 Impairment of intangible assets — — Amortization expense (7,111) (2,531) Currency translation adjustments (4,302) (949) Balance at end of the period $ 59,794 $ 37,528 (1) As described in Note 21, we are in the process of completing the purchase price allocation associated with the VODA, Fossil Power and Optimus Industries acquisitions and as a result, the increase in intangible assets associated with these acquisitions are subject to change. |
Schedule of Indefinite-Lived Intangible Assets | The following summarizes the changes in the carrying amount of intangible assets, net: Nine Months Ended September 30, (in thousands) 2022 2021 Balance at beginning of period $ 43,795 $ 23,908 Business acquisitions and adjustments (1) (2) 27,412 17,100 Impairment of intangible assets — — Amortization expense (7,111) (2,531) Currency translation adjustments (4,302) (949) Balance at end of the period $ 59,794 $ 37,528 (1) As described in Note 21, we are in the process of completing the purchase price allocation associated with the VODA, Fossil Power and Optimus Industries acquisitions and as a result, the increase in intangible assets associated with these acquisitions are subject to change. |
Schedule of Estimated Future Intangible Asset Amortization Expense | Estimated future intangible asset amortization expense as of September 30, 2022 is as follows (in thousands): Amortization Expense Year ending December 31, 2022 1,926 Year ending December 31, 2023 7,701 Year ending December 31, 2024 7,629 Year ending December 31, 2025 6,832 Year ending December 31, 2026 5,757 Year ending December 31, 2027 5,156 Thereafter 23,489 |
ACCRUED WARRANTY EXPENSE (Table
ACCRUED WARRANTY EXPENSE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Changes in Carrying Amount of Accrued Warranty Expense | Changes in the carrying amount of accrued warranty expense are as follows: Nine Months Ended September 30, (in thousands) 2022 2021 Balance at beginning of period $ 12,925 $ 25,399 Additions 3,799 5,155 Expirations and other changes (3,257) (4,790) Payments (2,159) (10,212) Translation and other (687) (342) Balance at end of period $ 10,621 $ 15,210 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Activity | The following tables summarizes the restructuring activity incurred by segment: Three Months Ended September 30, Three Months Ended September 30, 2022 2021 (in thousands) Total Severance and related costs (benefit) Other (1) Total Severance and related costs Other (1) B&W Renewable segment $ 78 $ 6 $ 72 $ 715 $ 382 $ 333 B&W Environmental segment 73 8 65 332 128 204 B&W Thermal segment 204 14 190 1,242 362 880 Corporate 4 1 3 2,286 124 2,162 $ 359 $ 29 $ 330 $ 4,575 $ 996 $ 3,579 Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 (in thousands) Total Severance and related costs (benefit) Other (1) Total Severance and related costs Other (1) B&W Renewable segment $ 865 $ 743 $ 122 $ 1,781 $ 1,301 $ 480 B&W Environmental segment 176 27 149 630 335 295 B&W Thermal segment 484 130 354 3,132 1,409 1,723 Corporate (1,174) (1,227) 53 2,425 132 2,293 $ 351 $ (327) $ 678 $ 7,968 $ 3,177 $ 4,791 Cumulative costs to date $ 45,534 36,925 8,609 |
Activity Related to the Restructuring Liabilities | Activity related to the restructuring liabilities is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Balance at beginning of period $ 4,136 $ 7,945 $ 6,561 $ 8,146 Restructuring (benefit) expense 359 4,575 351 7,968 Payments (1,943) (5,482) (4,360) (9,076) Balance at end of period $ 2,552 $ 7,038 $ 2,552 $ 7,038 |
PENSION PLANS AND OTHER POSTR_2
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 2022 2021 2022 2021 Interest cost $ 6,685 $ 5,603 $ 19,958 $ 16,883 $ 49 $ 109 $ 147 $ 187 Expected return on plan assets (14,358) (13,527) (42,985) (40,309) — — — — Amortization of prior service cost 27 28 82 84 173 173 519 519 Recognized net actuarial gain — (2,253) — (2,253) — — — — Benefit plans, net (1) (7,646) (10,149) (22,945) (25,595) 222 282 666 706 Service cost included in COS (2) 195 217 594 652 5 6 15 18 Net periodic benefit cost (benefit) $ (7,451) $ (9,932) $ (22,351) $ (24,943) $ 227 $ 288 $ 681 $ 724 (1) Benefit plans, net, which is presented separately in the Company's 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 the Company's Condensed Consolidated Statements of Operations and is allocated to the B&W Thermal segment. |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Senior Notes | The components of the Company's senior notes at September 30, 2022 are as follows: Senior Notes (in thousands) 8.125% 6.50% Total Senior notes due 2026 $ 191,640 $ 151,440 $ 343,080 Unamortized deferred financing costs (4,442) (5,633) (10,075) Unamortized premium 493 — 493 Net debt balance $ 187,691 $ 145,807 $ 333,498 |
INTEREST EXPENSE AND SUPPLEME_2
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Interest Expenses | Interest expense in the Company's Condensed Consolidated Financial Statements consisted of the following components: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Components associated with borrowings from: Senior notes $ 6,385 $ 3,801 $ 18,715 $ 8,993 Last Out Term Loans - cash interest — — — 4,349 U.S. Revolving Credit Facility — — — 1,416 6,385 3,801 18,715 14,758 Components associated with amortization or accretion of: Revolving Credit Agreement 1,237 1,057 3,465 1,057 Senior notes 657 335 1,950 2,101 U.S. Revolving Credit Facility — — — 5,995 1,894 1,392 5,415 9,153 Components associated with interest from: Lease liabilities 707 870 2,112 2,194 Other interest expense 2,334 2,267 7,007 4,469 3,041 3,137 9,119 6,663 Total interest expense $ 11,320 $ 8,330 $ 33,249 $ 30,574 |
Schedule of Cash and Cash Equivalents Reconciliation | The following table provides a reconciliation of Cash, cash equivalents and Short-term and Long-term restricted cash reporting within the Company's Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows: (in thousands) September 30, 2022 December 31, 2021 September 30, 2021 Held by foreign entities $ 27,435 $ 42,070 $ 39,238 Held by U.S. entities 21,036 182,804 67,817 Cash and cash equivalents 48,471 224,874 107,055 Reinsurance reserve requirements 648 443 774 Bank guarantee collateral 1,892 997 1,026 Letters of credit collateral 1,190 401 6,892 Hold-back for acquisition purchase price (1) 5,900 — — Escrow for long-term project (2) 11,397 — — Current and Long-term restricted cash and cash equivalents 21,027 1,841 8,692 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 69,498 $ 226,715 $ 115,747 (1) The purchase price for Fossil Power Systems ("FPS") was $59.2 million, including a hold-back of $5.9 million which is included in Current restricted cash and cash equivalents and Other accrued liabilities on the Company's Condensed Consolidated Balance Shee ts. The hold-back is being held in escrow for potential payment of up to the maximum amount twelve months from the February 1, 2022 date of acquisition if the conditions are met. |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of Cash, cash equivalents and Short-term and Long-term restricted cash reporting within the Company's Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows: (in thousands) September 30, 2022 December 31, 2021 September 30, 2021 Held by foreign entities $ 27,435 $ 42,070 $ 39,238 Held by U.S. entities 21,036 182,804 67,817 Cash and cash equivalents 48,471 224,874 107,055 Reinsurance reserve requirements 648 443 774 Bank guarantee collateral 1,892 997 1,026 Letters of credit collateral 1,190 401 6,892 Hold-back for acquisition purchase price (1) 5,900 — — Escrow for long-term project (2) 11,397 — — Current and Long-term restricted cash and cash equivalents 21,027 1,841 8,692 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 69,498 $ 226,715 $ 115,747 (1) The purchase price for Fossil Power Systems ("FPS") was $59.2 million, including a hold-back of $5.9 million which is included in Current restricted cash and cash equivalents and Other accrued liabilities on the Company's Condensed Consolidated Balance Shee ts. The hold-back is being held in escrow for potential payment of up to the maximum amount twelve months from the February 1, 2022 date of acquisition if the conditions are met. |
Schedule of Supplemental Cash Flow Disclosures | The following cash activity is presented as a supplement to the Company's Condensed Consolidated Statements of Cash Flows and is included in Net cash used in operating activities: Nine Months Ended September 30, (in thousands) 2022 2021 Income tax payments, net $ 2,693 $ 6,094 Interest payments - 8.125% Senior Notes due 2026 $ 11,444 $ 6,681 Interest payments - 6.50% Senior Notes due 2026 7,848 — Interest payments on U.S. Revolving Credit Facility — 5,979 Interest payments on Last Out Term Loans — 6,140 Total cash paid for interest $ 19,292 $ 18,800 |
COMPREHENSIVE INCOME (Tables)
COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The changes in the components of AOCI, net of tax, for the first, second and third quarters 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) Other comprehensive loss before reclassifications (6,634) — (6,634) Reclassified from AOCI to net loss — (198) (198) Net other comprehensive loss (6,634) (198) (6,832) Balance at June 30, 2022 $ (66,418) $ (2,928) $ (69,346) Other comprehensive loss before reclassifications $ (13,344) $ — (13,344) Reclassified from AOCI to net loss $ 198 198 Net other comprehensive loss (13,344) 198 (13,146) Balance at September 30, 2022 $ (79,762) $ (2,730) $ (82,492) (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) Other comprehensive loss before reclassifications (1,478) — (1,478) Reclassified from AOCI to net income — 198 198 Net other comprehensive (loss) income (1,478) 198 (1,280) Balance at June 30, 2021 $ (53,635) $ (4,419) $ (58,054) Other comprehensive loss before reclassifications (1,292) — (1,292) Reclassified from AOCI to net income (loss) — 197 197 Net other comprehensive (loss) income (1,292) 197 (1,095) Balance at September 30, 2021 $ (54,927) $ (4,222) $ (59,149) |
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 September 30, Nine Months Ended September 30, 2022 2021 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 198 (197) 593 (593) Net (loss) income $ 198 $ (197) $ 593 $ 3,919 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | The following tables summarize the Company's 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 September 30, 2022 Level 1 Level 2 Corporate notes and bonds $ 6,147 $ 6,147 $ — Mutual funds 620 — 620 United States Government and agency securities 3,787 3,787 — Total fair value of available-for-sale securities $ 10,554 $ 9,934 $ 620 (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) September 30, 2022 Senior Notes Carrying Value Estimated Fair Value 8.125% Senior Notes due 2026 ('BWSN') $ 191,640 $ 184,800 6.50% Senior Notes due 2026 ('BWNB') $ 151,440 $ 144,898 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price allocation to assets acquired and liabilities assumed in the acquisitions are detailed in following tables. Specific to the Fosler Construction acquisition, the allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed is based on estimated fair values at September 30, 2021, and was finalized during the quarter ended September 30, 2022. The following is a summary of the purchase price allocation to assets acquired and liabilities assumed in the Fosler Construction Acquisition: Fosler Construction (in thousands) Initial Allocation of Consideration Measurement Period Adjustments (3) Final Allocation Accounts receivable $ 1,904 $ 121 $ 2,025 Contracts in progress 1,363 9,433 10,796 Other current assets 1,137 (835) 302 Property, plant and equipment 9,527 (7,860) 1,667 Goodwill (1) (4) 43,230 20,086 63,316 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) (15,472) (20,545) 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) The Company's purchase price allocation changed due to additional information and further analysis. (4) The Company's goodwill and current liabilities adjustments increased $14.1 million, primarily due to additional accrued liabilities recognized attributable to the Fosler projects described in Note 4. VODA ( in thousands) Initial Allocation of Consideration Measurement Period Adjustments (2) 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) The Company's preliminary purchase price allocation changed due to additional information and further analysis. Fossil Power Systems (in thousands) Estimated Acquisition Date Fair Value Measurement Period Adjustments (2) Updated Preliminary Allocation Cash $ 1,869 $ — $ 1,869 Accounts receivable 2,624 — 2,624 Contracts in progress 370 — 370 Other current assets 3,228 — 3,228 Property, plant and equipment, net 178 — 178 Goodwill (1) 35,392 270 35,662 Other assets 25,092 — 25,092 Right of use assets 1,115 — 1,115 Current liabilities (1,792) (18) (1,810) Advance billings on contracts (645) — (645) Non-current lease liabilities (989) — (989) Non-current liabilities (7,384) (106) (7,490) Net acquisition cost $ 59,058 $ 146 $ 59,204 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the FPS acquisition, goodwill represents FPS's ability to significantly expand services among new customers by leveraging cross-selling opportunities and recognizing general cost synergies. (2) The Company's preliminary purchase price allocation changed due to additional information and further analysis. Optimus Industries (in thousands) Estimated Acquisition Date Fair Value Measurement Period Adjustments (2) Updated Preliminary Allocation Cash $ 5,338 $ — $ 5,338 Accounts receivable 5,165 — 5,165 Contracts in progress 2,598 — 2,598 Other current assets 2,115 — 2,115 Property, plant and equipment, net 2,441 5,178 7,619 Goodwill (1) 11,081 (7,274) 3,807 Other assets 12 2,319 2,331 Right of use assets 94 11 105 Current liabilities (4,240) — (4,240) Advance billings on contracts (3,779) — (3,779) non-current lease liabilities (2) — (2) Non-current liabilities (1,858) — (1,858) Net acquisition cost $ 18,965 $ 234 $ 19,199 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Optimus Industries acquisition, goodwill represents Optimus Industries ability to significantly expand future customer relationships which are not in place today and recognize general cost synergies. (2) The Company's preliminary purchase price allocation changed due to additional information and further analysis. |
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 Optimus Industries Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships $ 20,451 9 years 2,100 10 years Tradename 787 14 years 220 3 years Patented Technology 578 12 years — — Unpatented Technology 3,276 12 years — — Total intangible assets (1) $ 25,092 $ 2,320 |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income attributable to stockholders of common stock, basic | $ (21,481) | $ 9,962 | $ (39,742) | $ (4,107) |
Net (loss) income attributable to stockholders of common stock, diluted | $ (21,481) | $ 9,962 | $ (39,742) | $ (4,107) |
Weighted average shares used to calculate basic (loss) earnings per share (in shares) | 88,321 | 86,002 | 88,115 | 81,088 |
Dilutive effect of stock options, restricted stock and performance units (in shares) | 0 | 962 | 0 | 0 |
Weighted average shares used to calculate diluted earnings (loss) per share (in shares) | 88,321 | 86,964 | 88,115 | 81,088 |
Basic (loss) earnings per share (in dollars per share) | $ (0.24) | $ 0.12 | $ (0.45) | $ (0.05) |
Diluted (loss) earnings per share (in dollars per share) | $ (0.24) | $ 0.11 | $ (0.45) | $ (0.05) |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Excluded shares that would have been included with net income (in shares) | 0.8 | 0.9 | 1.3 | |
Antidilutive securities excluded from computing of earnings per share (in shares) | 0.3 | 0.9 | 0.4 | 1 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 214,870 | $ 159,960 | $ 639,938 | $ 531,068 |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (2,774) | (108) | (5,998) | (270) |
B&W Renewable segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 81,687 | 38,000 | 224,875 | 105,155 |
B&W Renewable segment | B&W Renewable | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 34,279 | 20,783 | 89,500 | 63,481 |
B&W Renewable segment | B&W Renewable Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 30,164 | 2,036 | 57,996 | 10,889 |
B&W Renewable segment | Vølund | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 14,043 | 15,181 | 48,936 | 30,785 |
B&W Renewable segment | Fosler Solar | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 3,201 | 0 | 28,443 | 0 |
B&W Environmental segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 44,626 | 38,249 | 111,186 | 97,767 |
B&W Environmental segment | B&W Environmental | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 25,773 | 14,338 | 56,759 | 42,766 |
B&W Environmental segment | SPIG | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 14,521 | 16,514 | 40,815 | 40,892 |
B&W Environmental segment | GMAB | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4,332 | 7,397 | 13,612 | 14,109 |
B&W Thermal segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 91,331 | 83,819 | 309,875 | 328,416 |
B&W Thermal segment | B&W Thermal | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 91,331 | $ 83,819 | $ 309,875 | $ 328,416 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Adjusted EBITDA to Consolidated Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | $ 13,055 | $ 18,851 | $ 45,684 | $ 42,644 | |
Gain on sale of development rights | $ 7,000 | 7,000 | |||
Decrease in contingent consideration liability | 9,600 | 9,567 | 0 | ||
Operating Segments | B&W Renewable segment | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | 4,522 | 11,399 | 14,846 | 15,030 | |
Operating Segments | B&W Environmental | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | 3,082 | 3,476 | 5,112 | 7,286 | |
Operating Segments | B&W Thermal segment | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | 10,761 | 9,329 | 41,276 | 32,436 | |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | (4,419) | (5,866) | (13,018) | (11,548) | |
Research and development costs | |||||
Segment Reporting Information [Line Items] | |||||
Research and development costs | $ (891) | $ 513 | $ (2,532) | $ (560) |
REVENUE RECOGNITION AND CONTR_3
REVENUE RECOGNITION AND CONTRACTS - Revenue Recognition (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Transferred at Point in Time | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Percent of revenue | 25% | 21% | 23% | 20% |
Transferred over Time | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Percent of revenue | 75% | 79% | 77% | 80% |
REVENUE RECOGNITION AND CONTR_4
REVENUE RECOGNITION AND CONTRACTS - Contract Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 125,031 | $ 80,176 |
Contract assets - included in contracts in progress, change | $ 44,855 | |
Contract assets - included in contracts in progress, change | 56% | |
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 97,960 | 68,380 |
Contract liabilities - included in advance billings on contracts, change | $ 29,580 | |
Contract liabilities - included in advance billings on contracts, change | 43% | |
Net contract balance | $ 27,071 | 11,796 |
Net contract balance, change | $ 15,275 | |
Net contract balance, change | 129% | |
Accrued contract losses | $ 3,859 | 378 |
Accrued contract losses, change | $ 3,481 | |
Accrued contract losses, change | 921% | |
Billings to customers less revenues recognized | ||
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 87,033 | 68,615 |
Contract liabilities - included in advance billings on contracts, change | $ 18,418 | |
Contract liabilities - included in advance billings on contracts, change | 27% | |
Costs of revenue recognized less cost incurred | ||
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 10,927 | (235) |
Contract liabilities - included in advance billings on contracts, change | $ 11,162 | |
Contract liabilities - included in advance billings on contracts, change | (4750.00%) | |
Costs incurred less costs of revenue recognized | ||
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 60,182 | 35,939 |
Contract assets - included in contracts in progress, change | $ 24,243 | |
Contract assets - included in contracts in progress, change | 67% | |
Revenues recognized less billings to customers | ||
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 64,849 | $ 44,237 |
Contract assets - included in contracts in progress, change | $ 20,612 | |
Contract assets - included in contracts in progress, change | 47% |
REVENUE RECOGNITION AND CONTR_5
REVENUE RECOGNITION AND CONTRACTS - Backlog (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 730 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 32.50% |
Expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 46.40% |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 21.10% |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Increases in gross profit for changes in estimates for over time contracts | $ 1,690 | $ 7,001 | $ 11,343 | $ 12,340 |
Decreases in gross profit for changes in estimates for over time contracts | (10,353) | (1,523) | (20,004) | (6,018) |
Net changes in gross profit for changes in estimates for over time contracts | $ (8,663) | $ 5,478 | $ (8,661) | $ 6,322 |
REVENUE RECOGNITION AND CONTR_7
REVENUE RECOGNITION AND CONTRACTS - B&W Renewable Projects (Details) - Fosler Construction $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2022 project | Sep. 30, 2022 USD ($) contract | Sep. 30, 2022 USD ($) contract | Sep. 30, 2022 USD ($) contract | |
Disaggregation of Revenue [Line Items] | ||||
Increase of goodwill | $ 14.4 | |||
Measurement period adjustment, goodwill and current liabilities change | 14.1 | $ 14.1 | ||
Measurement period adjustment, warranty accruals | $ 0.4 | |||
Number of contracts in a loss position | contract | 2 | 2 | 2 | |
Renewable loss contracts, net gain (loss) recognized on changes in estimated revenues and costs | $ 8.6 | $ 8.6 | ||
Fosler Solar Reporting Unit | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of projects | project | 9 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 79,911 | $ 56,352 |
Work in progress | 4,950 | 5,723 |
Finished goods | 12,971 | 17,452 |
Total inventories | $ 97,832 | $ 79,527 |
PROPERTY, PLANT & EQUIPMENT, _3
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | $ 192,023 | $ 190,189 |
Less accumulated depreciation | 135,158 | 133,137 |
Net property, plant and equipment | 56,865 | 57,052 |
Finance leases | 30,548 | 34,159 |
Less finance lease accumulated amortization | 5,676 | 5,584 |
Net property, plant and equipment, and finance lease | 81,737 | 85,627 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 2,378 | 1,489 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 33,842 | 31,895 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 148,032 | 144,325 |
Property under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | $ 7,771 | $ 12,480 |
GOODWILL - Carrying Amount of G
GOODWILL - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | |||||
Beginning balance | $ 116,462 | ||||
Currency translation adjustments | (4,115) | ||||
Ending balance | $ 155,229 | $ 155,229 | 155,229 | $ 155,229 | $ 155,229 |
B&W Renewable segment | |||||
Goodwill [Roll Forward] | |||||
Beginning balance | 79,357 | ||||
Currency translation adjustments | (1,041) | ||||
Ending balance | 81,728 | 81,728 | 81,728 | 81,728 | 81,728 |
B&W Environmental | |||||
Goodwill [Roll Forward] | |||||
Beginning balance | 5,667 | ||||
Currency translation adjustments | (786) | ||||
Ending balance | 4,881 | 4,881 | 4,881 | 4,881 | 4,881 |
B&W Thermal segment | |||||
Goodwill [Roll Forward] | |||||
Beginning balance | 31,438 | ||||
Currency translation adjustments | (2,288) | ||||
Ending balance | 68,622 | 68,622 | 68,622 | 68,622 | 68,622 |
Fossil Power | |||||
Goodwill [Roll Forward] | |||||
Addition | 35,392 | ||||
Measurement period adjustment, goodwill | 270 | ||||
Fossil Power | B&W Renewable segment | |||||
Goodwill [Roll Forward] | |||||
Addition | |||||
Measurement period adjustment, goodwill | |||||
Fossil Power | B&W Environmental | |||||
Goodwill [Roll Forward] | |||||
Addition | |||||
Measurement period adjustment, goodwill | |||||
Fossil Power | B&W Thermal segment | |||||
Goodwill [Roll Forward] | |||||
Addition | 35,392 | ||||
Measurement period adjustment, goodwill | 270 | ||||
Optimus Industries | |||||
Goodwill [Roll Forward] | |||||
Beginning balance | 11,081 | ||||
Addition | 11,081 | ||||
Measurement period adjustment, goodwill | (7,274) | (7,273) | |||
Ending balance | 3,807 | 3,807 | 3,807 | 3,807 | 3,807 |
Optimus Industries | B&W Renewable segment | |||||
Goodwill [Roll Forward] | |||||
Addition | |||||
Measurement period adjustment, goodwill | |||||
Optimus Industries | B&W Environmental | |||||
Goodwill [Roll Forward] | |||||
Addition | |||||
Measurement period adjustment, goodwill | |||||
Optimus Industries | B&W Thermal segment | |||||
Goodwill [Roll Forward] | |||||
Addition | 11,081 | ||||
Measurement period adjustment, goodwill | (7,273) | ||||
Fosler Construction | |||||
Goodwill [Roll Forward] | |||||
Beginning balance | 43,230 | ||||
Measurement period adjustment, goodwill | 10,697 | 20,086 | |||
Goodwill impairment - Fosler | (7,200) | (7,224) | |||
Ending balance | 63,316 | 63,316 | 63,316 | 63,316 | 63,316 |
Fosler Construction | B&W Renewable segment | |||||
Goodwill [Roll Forward] | |||||
Measurement period adjustment, goodwill | 10,697 | ||||
Goodwill impairment - Fosler | (7,224) | ||||
Fosler Construction | B&W Environmental | |||||
Goodwill [Roll Forward] | |||||
Measurement period adjustment, goodwill | |||||
Goodwill impairment - Fosler | |||||
Fosler Construction | B&W Thermal segment | |||||
Goodwill [Roll Forward] | |||||
Measurement period adjustment, goodwill | |||||
Goodwill impairment - Fosler | |||||
VODA | |||||
Goodwill [Roll Forward] | |||||
Beginning balance | 17,176 | ||||
Measurement period adjustment, goodwill | (61) | (61) | |||
Ending balance | $ 17,115 | $ 17,115 | 17,115 | $ 17,115 | $ 17,115 |
VODA | B&W Renewable segment | |||||
Goodwill [Roll Forward] | |||||
Measurement period adjustment, goodwill | (61) | ||||
VODA | B&W Environmental | |||||
Goodwill [Roll Forward] | |||||
Measurement period adjustment, goodwill | |||||
VODA | B&W Thermal segment | |||||
Goodwill [Roll Forward] | |||||
Measurement period adjustment, goodwill |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) - Fosler Construction - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 24, 2022 | Sep. 30, 2021 | |
Goodwill [Line Items] | ||||
Business acquisition, percentage acquired | 40% | 40% | 40% | 60% |
Renewable loss contracts, net gain (loss) recognized on changes in estimated revenues and costs | $ 8,600 | $ 8,600 | ||
Goodwill impairment charge | $ 7,200 | $ 7,224 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | $ 113,759 | $ 90,582 | ||
Accumulated amortization | (55,270) | (48,092) | ||
Net definite-lived intangible assets | 58,489 | 42,490 | ||
Indefinite-lived intangible assets | ||||
Total intangible assets, net | 59,794 | 43,795 | $ 37,528 | $ 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 | 67,027 | 46,903 | ||
Accumulated amortization | (24,705) | (20,800) | ||
Unpatented technology | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 17,819 | 15,410 | ||
Accumulated amortization | (9,584) | (8,313) | ||
Patented technology | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 3,646 | 3,103 | ||
Accumulated amortization | (2,845) | (2,729) | ||
Tradename | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 13,029 | 12,747 | ||
Accumulated amortization | (5,962) | (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 | 9,138 | 9,319 | ||
Accumulated amortization | $ (9,074) | $ (9,205) |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Changes in Carrying Amount of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets [Roll Forward] | ||
Balance at beginning of period | $ 43,795 | $ 23,908 |
Business acquisitions and adjustments | 27,412 | 17,100 |
Impairment of intangible assets | 0 | 0 |
Amortization expense | (7,111) | (2,531) |
Currency translation adjustments | (4,302) | (949) |
Balance at end of the period | $ 59,794 | $ 37,528 |
INTANGIBLE ASSETS - Estimated F
INTANGIBLE ASSETS - Estimated Future Intangible Asset Amortization (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Year ending December 31, 2022 | $ 1,926 |
Year ending December 31, 2023 | 7,701 |
Year ending December 31, 2024 | 7,629 |
Year ending December 31, 2025 | 6,832 |
Year ending December 31, 2026 | 5,757 |
Year ending December 31, 2027 | 5,156 |
Thereafter | $ 23,489 |
ACCRUED WARRANTY EXPENSE (Detai
ACCRUED WARRANTY EXPENSE (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | |||
Balance at beginning of period | $ 12,925 | $ 25,399 | |
Additions | 3,799 | 5,155 | |
Expirations and other changes | (3,257) | (4,790) | |
Payments | (2,159) | (10,212) | |
Translation and other | (687) | (342) | |
Balance at end of period | $ 10,621 | $ 10,621 | $ 15,210 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | $ 359 | $ 4,575 | $ 351 | $ 7,968 |
Cumulative costs to date | 45,534 | 45,534 | ||
Severance and related costs (benefit) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 29 | 996 | (327) | 3,177 |
Cumulative costs to date | 36,925 | 36,925 | ||
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 330 | 3,579 | 678 | 4,791 |
Cumulative costs to date | 8,609 | 8,609 | ||
Operating Segments | B&W Renewable segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 78 | 715 | 865 | 1,781 |
Operating Segments | B&W Renewable segment | Severance and related costs (benefit) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 6 | 382 | 743 | 1,301 |
Operating Segments | B&W Renewable segment | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 72 | 333 | 122 | 480 |
Operating Segments | B&W Environmental segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 73 | 332 | 176 | 630 |
Operating Segments | B&W Environmental segment | Severance and related costs (benefit) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 8 | 128 | 27 | 335 |
Operating Segments | B&W Environmental segment | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 65 | 204 | 149 | 295 |
Operating Segments | B&W Thermal segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 204 | 1,242 | 484 | 3,132 |
Operating Segments | B&W Thermal segment | Severance and related costs (benefit) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 14 | 362 | 130 | 1,409 |
Operating Segments | B&W Thermal segment | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 190 | 880 | 354 | 1,723 |
Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 4 | 2,286 | (1,174) | 2,425 |
Corporate | Severance and related costs (benefit) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 1 | 124 | (1,227) | 132 |
Corporate | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | $ 3 | $ 2,162 | $ 53 | $ 2,293 |
RESTRUCTURING ACTIVITIES - Rest
RESTRUCTURING ACTIVITIES - Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of period | $ 4,136 | $ 7,945 | $ 6,561 | $ 8,146 |
Restructuring (benefit) expense | 359 | 4,575 | 351 | 7,968 |
Payments | (1,943) | (5,482) | (4,360) | (9,076) |
Balance at end of period | $ 2,552 | $ 7,038 | $ 2,552 | $ 7,038 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 6,685 | $ 5,603 | $ 19,958 | $ 16,883 |
Expected return on plan assets | (14,358) | (13,527) | (42,985) | (40,309) |
Amortization of prior service cost | 27 | 28 | 82 | 84 |
Recognized net actuarial gain | 0 | (2,253) | 0 | (2,253) |
Benefit plans, net | (7,646) | (10,149) | (22,945) | (25,595) |
Service cost included in COS | 195 | 217 | 594 | 652 |
Net periodic benefit cost (benefit) | (7,451) | (9,932) | (22,351) | (24,943) |
Other Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 49 | 109 | 147 | 187 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of prior service cost | 173 | 173 | 519 | 519 |
Recognized net actuarial gain | 0 | 0 | 0 | 0 |
Benefit plans, net | 222 | 282 | 666 | 706 |
Service cost included in COS | 5 | 6 | 15 | 18 |
Net periodic benefit cost (benefit) | $ 227 | $ 288 | $ 681 | $ 724 |
PENSION PLANS AND OTHER POSTR_4
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Pension and other postretirement benefit plans | $ 1.7 | $ 0.4 | $ 2.5 | $ 24.7 |
DEBT - Senior notes (Details)
DEBT - Senior notes (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Mar. 31, 2021 | Feb. 12, 2021 | |
Debt Instrument [Line Items] | |||||||
Issuance of senior notes | $ 5,455,000 | $ 151,239,000 | |||||
Senior notes | B. Riley Financial, Inc. | |||||||
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 | 5,400,000 | $ 151,200,000 | |||||
Debt interest rate per annum | 8.125% | 8.125% | |||||
Proceeds from issuance of debt, net | $ 146,600,000 | ||||||
Aggregate principal amount of Senior Notes sold | $ 5,400,000 | ||||||
8.125% Senior Notes due 2026 | Senior notes | B. Riley Securities, Inc. | |||||||
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% | 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 - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Feb. 12, 2021 |
Debt Instrument [Line Items] | |||||
Senior notes due 2026 | $ 343,080 | ||||
Unamortized deferred financing costs | (10,075) | ||||
Unamortized premium | 493 | ||||
Net debt balance | 333,498 | ||||
8.125% Senior Notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Fixed rate per annum | 8.125% | 8.125% | |||
Senior notes due 2026 | 191,640 | ||||
Unamortized deferred financing costs | (4,442) | ||||
Unamortized premium | 493 | ||||
Net debt balance | $ 187,691 | ||||
6.50% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Fixed rate per annum | 6.50% | 6.50% | 6.50% | 6.50% | |
Senior notes due 2026 | $ 151,440 | ||||
Unamortized deferred financing costs | (5,633) | ||||
Unamortized premium | 0 | ||||
Net debt balance | $ 145,807 |
DEBT - Revolving Debt (Details)
DEBT - Revolving Debt (Details) | 9 Months Ended | |
Sep. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
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% | |
Letter of credit fronting fees, percentage | 0.25% | |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Line of credit amount | $ 0 | |
Commitment fee for unused capacity, percentage | 0.375% | |
Revolving credit facility | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2% | |
Revolving credit facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3% | |
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 | |
Debt covenant, current ratio (not less than) | 1.25 | |
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 | 15,100,000 | |
Prior A&R Credit Agreement | Performance letters of credit | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding amount | $ 94,300,000 | |
Reimbursement agreement | B. Riley Financial, Inc. | ||
Debt Instrument [Line Items] | ||
Annual fees agreed for guaranty | $ 900,000 | |
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% | |
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% |
DEBT - Letters of Credit, Bank
DEBT - Letters of Credit, Bank Guarantees and Surety Bonds (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Surety Bond | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 8.7 |
Guarantor obligations | 333.9 |
Letters of Credit, and Bank Guarantees | |
Debt Instrument [Line Items] | |
Line of credit amount | 45.1 |
Letters of credit outstanding amount | 36.7 |
Letters of credit outstanding amount subject to foreign currency revaluation | $ 58.8 |
DEBT - Other Indebtedness - Loa
DEBT - Other Indebtedness - Loans Payable (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Government Loan Program Related To COVID-19 | |
Debt Instrument [Line Items] | |
Loans payable | $ 0.7 |
Loans Payable In April 2023 | |
Debt Instrument [Line Items] | |
Loans payable | 1.6 |
Vehicle and Equipment Loans | |
Debt Instrument [Line Items] | |
Loans payable | $ 0.5 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Jun. 01, 2021 | May 26, 2021 | Feb. 12, 2021 | May 31, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 07, 2021 | |
Debt Instrument [Line Items] | ||||||||
Sale of stock, number of shares issued (in shares) | 29,487,180 | |||||||
Proceeds from sale of preferred stock | $ (40,000) | $ 111,850,000 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||
Dividends paid | $ 11,100,000 | |||||||
Sale of stock, consideration received | $ 163,000,000 | |||||||
B. Riley Financial, Inc. | Last Out Term Loan Tranche A-3 | ||||||||
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 | |||||||
B. Riley Securities, Inc. | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock sale agreement, aggregate amount offered (up to) | $ 76,000,000 | |||||||
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) - USD ($) $ in Millions | Feb. 12, 2021 | May 19, 2022 |
Class of Stock [Line Items] | ||
Sale of stock, number of shares issued (in shares) | 29,487,180 | |
Sale of stock, consideration received | $ 163 | |
2021 Plan | ||
Class of Stock [Line Items] | ||
Common stock authorized for award grants (in shares) | 1,250,000 | |
Number of shares available for grant (in shares) | 5,250,000 | |
2015 Plan | ||
Class of Stock [Line Items] | ||
Common stock authorized for award grants (in shares) | 5,250,000 |
INTEREST EXPENSE AND SUPPLEME_3
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Summary of Interest Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Interest expense on borrowings | $ 6,385 | $ 3,801 | $ 18,715 | $ 14,758 |
Interest expense associated with amortization (accretion) of debt instruments | 1,894 | 1,392 | 5,415 | 9,153 |
Lease liabilities | 707 | 870 | 2,112 | 2,194 |
Other interest expense | 2,334 | 2,267 | 7,007 | 4,469 |
Finance lease interest expense and other | 3,041 | 3,137 | 9,119 | 6,663 |
Total interest expense | 11,320 | 8,330 | 33,249 | 30,574 |
Senior notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense on borrowings | 6,385 | 3,801 | 18,715 | 8,993 |
Interest expense associated with amortization (accretion) of debt instruments | 657 | 335 | 1,950 | 2,101 |
Last Out Term Loans - cash interest | ||||
Debt Instrument [Line Items] | ||||
Interest expense on borrowings | 0 | 0 | 0 | 4,349 |
U.S. Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense on borrowings | 0 | 0 | 0 | 1,416 |
Interest expense associated with amortization (accretion) of debt instruments | 0 | 0 | 0 | 5,995 |
Revolving Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest expense associated with amortization (accretion) of debt instruments | $ 1,237 | $ 1,057 | $ 3,465 | $ 1,057 |
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 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | $ 48,471 | $ 224,874 | $ 107,055 | |||
Current and Long-term restricted cash and cash equivalents | 21,027 | 1,841 | 8,692 | |||
Total cash, cash equivalents and restricted cash at end of period | 69,498 | 226,715 | 115,747 | $ 67,423 | ||
Escrow deposit | $ 11,500 | |||||
Initial Payment Due On April 20, 2024 | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Escrow deposit | 2,500 | |||||
Initial Payment Due On September 30, 2024 | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Escrow deposit | $ 9,000 | |||||
Fossil Power Systems | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Business combination, consideration transferred | $ 59,200 | |||||
Held by foreign entities | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | 27,435 | 42,070 | 39,238 | |||
Held by U.S. entities | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | 21,036 | 182,804 | 67,817 | |||
Reinsurance reserve requirements | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | 648 | 443 | 774 | |||
Bank guarantee collateral | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | 1,892 | 997 | 1,026 | |||
Letters of credit collateral | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | 1,190 | 401 | 6,892 | |||
Hold-back for acquisition purchase price | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | 5,900 | 0 | 0 | |||
Escrow for Project Kelvin | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | $ 11,397 | $ 0 | $ 0 |
INTEREST EXPENSE AND SUPPLEME_5
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Feb. 12, 2021 | |
Debt Instrument [Line Items] | ||||||
Income tax payments, net | $ 2,693 | $ 6,094 | ||||
Total cash paid for interest | 19,292 | 18,800 | ||||
U.S. Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Total cash paid for interest | 0 | 5,979 | ||||
Interest payments on Last Out Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Total cash paid for interest | 0 | 6,140 | ||||
8.125% Senior Notes due 2026 | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Fixed rate per annum | 8.125% | 8.125% | ||||
Total cash paid for interest | $ 11,444 | 6,681 | ||||
6.50% Senior Notes due 2026 | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Fixed rate per annum | 6.50% | 6.50% | 6.50% | 6.50% | ||
Total cash paid for interest | $ 7,848 | $ 0 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Tax Credit Carryforward [Line Items] | ||||
Income tax expense | $ 4,902 | $ 301 | $ 4,777 | $ 6,683 |
Effective tax rate | (31.30%) | 2.20% | (17.40%) | 83.20% |
Unfavorable discrete items | $ 700 | $ 600 | $ 1,200 | $ 2,900 |
Minimum | Foreign Tax Authority | ||||
Tax Credit Carryforward [Line Items] | ||||
Effective tax rate | 19% | |||
Maximum | Foreign Tax Authority | ||||
Tax Credit Carryforward [Line Items] | ||||
Effective tax rate | 30% |
CONTINGENCIES (Details)
CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 10, 2022 | Jan. 11, 2021 | Dec. 14, 2020 | Dec. 27, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Loss Contingencies [Line Items] | ||||||||
Loss contingency, damages sought, contractual cap | $ 11,700 | |||||||
Revenues | $ 214,870 | $ 159,960 | $ 639,938 | $ 531,068 | ||||
Affiliated Entity | Wholly-Owned Italian Subsidiary | Russian Invasion Of Ukraine | ||||||||
Loss Contingencies [Line Items] | ||||||||
Revenues | $ 3,100 | |||||||
Stockholder Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation settlement, total payment | $ 9,500 | |||||||
Payments for legal settlements | 4,750 | |||||||
Litigation settlement, insurance proceeds amount | $ 4,750 | |||||||
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 | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ 31,717 | $ 43,942 | $ 58,622 | $ (15,719) | $ (195,444) | $ (338,262) | $ 58,622 | $ (338,262) |
Other comprehensive loss before reclassifications | (13,344) | (6,634) | (4,285) | (1,292) | (1,478) | (70) | ||
Reclassified from AOCI to net (loss) income | 198 | (198) | 593 | 197 | 198 | (4,314) | ||
Other comprehensive loss | (13,146) | (6,832) | (3,692) | (1,095) | (1,280) | (4,384) | (23,670) | (6,759) |
Ending balance | (17,128) | 31,717 | 43,942 | 20,400 | (15,719) | (195,444) | (17,128) | 20,400 |
Accumulated Other Comprehensive (Loss) | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (69,346) | (62,514) | (58,822) | (58,054) | (56,774) | (52,390) | (58,822) | (52,390) |
Ending balance | (82,492) | (69,346) | (62,514) | (59,149) | (58,054) | (56,774) | (82,492) | (59,149) |
Currency translation loss | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (66,418) | (59,784) | (55,499) | (53,635) | (52,157) | (47,575) | (55,499) | (47,575) |
Other comprehensive loss before reclassifications | (13,344) | (6,634) | (4,285) | (1,292) | (1,478) | (70) | ||
Reclassified from AOCI to net (loss) income | 0 | 0 | 0 | 0 | (4,512) | |||
Other comprehensive loss | (13,344) | (6,634) | (4,285) | (1,292) | (1,478) | (4,582) | ||
Ending balance | (79,762) | (66,418) | (59,784) | (54,927) | (53,635) | (52,157) | (79,762) | (54,927) |
Net unrecognized loss related to benefit plans (net of tax) | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (2,928) | (2,730) | (3,323) | (4,419) | (4,617) | (4,815) | (3,323) | (4,815) |
Other comprehensive loss before reclassifications | 0 | 0 | 0 | 0 | 0 | 0 | ||
Reclassified from AOCI to net (loss) income | 198 | (198) | 593 | 197 | 198 | 198 | ||
Other comprehensive loss | 198 | (198) | 593 | 197 | 198 | 198 | ||
Ending balance | $ (2,730) | $ (2,928) | $ (2,730) | $ (4,222) | $ (4,419) | $ (4,617) | $ (2,730) | $ (4,222) |
COMPREHENSIVE INCOME - Reclassi
COMPREHENSIVE INCOME - Reclassification out of Accumulated other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Loss on sale of business | $ 0 | $ 0 | $ 0 | $ (2,240) |
Benefit plans, net | 7,424 | 9,867 | 22,279 | 24,889 |
Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net (loss) income | 198 | (197) | 593 | 3,919 |
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] | ||||
Loss on sale of business | 0 | 0 | 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 | $ 198 | $ (197) | $ 593 | $ (593) |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Available-for-Sale Securities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 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 | $ 10,554 | $ 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 | 9,934 | 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 | 620 | 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 | 6,147 | 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 | 6,147 | 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 | 620 | 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 | 620 | 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 | 3,787 | 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 | 3,787 | 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 ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Decrease in contingent consideration liability | $ 9,600,000 | $ 9,567,000 | $ 0 | |
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 | 10,000,000 | |||
Business combination, contingent consideration, fair value | $ 8,800,000 | $ 0 | 0 | $ 8,800,000 |
Decrease in contingent consideration liability | $ 9,600,000 | |||
Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available for sale securities contractual maturities | 0 years | 0 years | ||
Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available for sale securities contractual maturities | 5 years | 5 years |
FAIR VALUE MEASUREMENTS - Senio
FAIR VALUE MEASUREMENTS - Senior Notes (Details) - Senior notes - USD ($) $ in Thousands | Sep. 30, 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 | $ 343,080 | ||||
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% | 8.125% | |||
Carrying Value | 191,640 | ||||
Estimated Fair Value | $ 184,800 | ||||
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% | 6.50% | |
Carrying Value | $ 151,440 | ||||
Estimated Fair Value | $ 144,898 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ / shares in Units, € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 15 Months Ended | 18 Months Ended | ||||||||||||||||||
Jul. 28, 2022 USD ($) subsidiary | Jun. 10, 2022 USD ($) | Dec. 30, 2021 USD ($) | Dec. 17, 2021 USD ($) | Dec. 17, 2021 EUR (€) | Dec. 13, 2021 USD ($) | Jun. 01, 2021 USD ($) shares | May 26, 2021 USD ($) shares | Feb. 12, 2021 USD ($) shares | Nov. 19, 2018 USD ($) | May 31, 2021 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jul. 20, 2022 $ / shares shares | Dec. 31, 2021 | Dec. 28, 2021 USD ($) | Jul. 07, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Sale of stock, number of shares issued (in shares) | shares | 29,487,180 | ||||||||||||||||||||||
Hamon Holdings Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Acquiree potential carve-out, number of subsidiary | subsidiary | 4 | ||||||||||||||||||||||
Business acquisition, bidder price | $ 2,900,000 | ||||||||||||||||||||||
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 | |||||||||||||||||||||
8.125% Senior Notes due 2026 | Senior notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt interest rate per annum | 8.125% | 8.125% | |||||||||||||||||||||
Last Out Term Loan Tranche A | Senior notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, allowed prepayment, amount | $ 35,000,000 | ||||||||||||||||||||||
6.50% Senior Notes | Senior notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt interest rate per annum | 6.50% | 6.50% | 6.50% | 6.50% | 6.50% | 6.50% | 6.50% | ||||||||||||||||
Debt face amount | $ 11,400,000 | ||||||||||||||||||||||
Underwriting fees and other transaction cost related to overallotment | $ 500,000 | ||||||||||||||||||||||
Stockholder Litigation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Litigation settlement, total payment | $ 9,500,000 | ||||||||||||||||||||||
Payments for legal settlements | $ 4,750,000 | ||||||||||||||||||||||
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 | $ 600,000 | $ 400,000 | |||||||||||||||||||
Performance bond amount | € | € 30 | ||||||||||||||||||||||
Indemnity rider fee | $ 1,700,000 | ||||||||||||||||||||||
Indemnity rider fee, percentage of bonded obligation | 5% | 5% | |||||||||||||||||||||
B. Riley Financial, Inc. | Reimbursement agreement | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Annual fees agreed for guaranty | $ 900,000 | ||||||||||||||||||||||
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 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 | ||||||||||||||||||||||
Debt prepayment amount | 73,300,000 | ||||||||||||||||||||||
Cash paid for accrued interest | $ 900,000 | ||||||||||||||||||||||
B. Riley Securities, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Payments of stock issuance costs | 9,500,000 | $ 200,000 | |||||||||||||||||||||
Stock sale agreement, aggregate amount offered (up to) | $ 76,000,000 | ||||||||||||||||||||||
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 | |||||||||||||||||||||
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 | ||||||||||||||||||||||
BRF Investments, LLC | Affiliated Entity | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Warrants exercised (in shares) | shares | 1,541,666.7 | ||||||||||||||||||||||
Number of common stock purchased by warrants exercise (in shares) | shares | 1,541,666 | ||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||||||
Babcock & Wilcox Enterprises, Inc. | B. Riley Capital Management, LLC | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Ownership percent of common stock | 30.50% |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Jan. 15, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jan. 16, 2023 USD ($) | Sep. 24, 2022 USD ($) | Jul. 28, 2022 USD ($) subsidiary | Jun. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) | Feb. 01, 2022 USD ($) | Nov. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) project | Aug. 13, 2021 USD ($) | Mar. 15, 2021 USD ($) | Mar. 08, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Mar. 05, 2021 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Purchase of Fosler Construction non-controlling interest | $ (12,109,000) | |||||||||||||||||
Sale of intangible assets, consideration | $ 8,000,000 | |||||||||||||||||
Gain on sale of development rights | 7,000,000 | $ 7,000,000 | ||||||||||||||||
Accounts receivable from sale of intangible assets | $ 8,000,000 | |||||||||||||||||
Proceeds from sale of development rights | 2,500,000 | |||||||||||||||||
Proceeds from sale of certain fixed assets, gross | $ 18,900,000 | $ 4,000,000 | ||||||||||||||||
Proceeds from sale of certain fixed assets, net | 15,800,000 | 3,300,000 | ||||||||||||||||
Gain on sale of fixed assets | $ 13,900,000 | $ 1,900,000 | 0 | $ (2,240,000) | ||||||||||||||
Proceeds from sale of business and assets, net | 2,500,000 | $ 23,770,000 | ||||||||||||||||
Capital In Excess of Par Value | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Purchase of Fosler Construction non-controlling interest | 8,626,000 | |||||||||||||||||
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 | $ 2,800,000 | |||||||||||||||||
Proceeds from sale of business and assets, net | $ 2,000,000 | |||||||||||||||||
Favorable contract asset recognized | $ 800,000 | |||||||||||||||||
Operating Expense | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Acquisition related costs | $ 200,000 | $ 1,000,000 | ||||||||||||||||
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 | 40% | 60% | 40% | 40% | 60% | 40% | ||||||||||||
Business combination, consideration transferred | $ 12,700,000 | $ 36,000,000 | ||||||||||||||||
Payments to acquire businesses | 27,200,000 | |||||||||||||||||
Business combination, contingent consideration | 8,800,000 | $ 0 | $ 0 | $ 8,800,000 | $ 0 | |||||||||||||
Contingent consideration, value, high, low | 0 | |||||||||||||||||
Contingent consideration, value, high | 10,000,000 | |||||||||||||||||
Increase of goodwill | 14,400,000 | |||||||||||||||||
Measurement period adjustment, goodwill and current liabilities change | 14,100,000 | 14,100,000 | ||||||||||||||||
Measurement period adjustment, warranty accruals | 400,000 | |||||||||||||||||
Renewable loss contracts, net gain (loss) recognized on changes in estimated revenues and costs | 8,600,000 | 8,600,000 | ||||||||||||||||
Business combination, consideration transferred, present value | 12,100,000 | |||||||||||||||||
Remaining non-controlling interest | $ 20,700,000 | $ 22,262,000 | 23,996,000 | 23,996,000 | $ 22,262,000 | $ 23,996,000 | ||||||||||||
Goodwill impairment charge | $ 7,200,000 | $ 7,224,000 | ||||||||||||||||
Fosler Construction | Forecast | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Payments to acquire businesses | $ 4,700,000 | $ 5,000,000 | $ 3,000,000 | |||||||||||||||
VODA | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Business acquisition, percentage acquired | 100% | |||||||||||||||||
Business combination, consideration transferred | $ 32,900,000 | |||||||||||||||||
Fossil Power Systems | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Business acquisition, percentage acquired | 100% | |||||||||||||||||
Business combination, consideration transferred | $ 59,200,000 | |||||||||||||||||
Business combination, consideration hold-back amount | $ 5,900,000 | |||||||||||||||||
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% | |||||||||||||||||
Business combination, consideration transferred | $ 19,200,000 | |||||||||||||||||
Hamon Holdings Corporation | ||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||||
Acquiree potential carve-out, number of subsidiary | subsidiary | 4 | |||||||||||||||||
Business acquisition, bidder price | $ 2,900,000 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 7 Months Ended | 8 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 24, 2022 | Feb. 28, 2022 | Feb. 01, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 155,229 | $ 155,229 | $ 155,229 | $ 155,229 | $ 155,229 | $ 116,462 | |||||
Fosler Construction | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Accounts receivable | 2,025 | 2,025 | 2,025 | 2,025 | 2,025 | $ 1,904 | |||||
Contracts in progress | 10,796 | 10,796 | 10,796 | 10,796 | 10,796 | 1,363 | |||||
Other current assets | 302 | 302 | 302 | 302 | 302 | 1,137 | |||||
Property, plant and equipment | 1,667 | 1,667 | 1,667 | 1,667 | 1,667 | 9,527 | |||||
Goodwill | 63,316 | 63,316 | 63,316 | 63,316 | 63,316 | 43,230 | |||||
Other assets | 12,897 | 12,897 | 12,897 | 12,897 | 12,897 | 17,497 | |||||
Right of use assets | 1,093 | 1,093 | 1,093 | 1,093 | 1,093 | 1,093 | |||||
Debt | (7,625) | (7,625) | (7,625) | (7,625) | (7,625) | (7,625) | |||||
Current liabilities | (20,545) | (20,545) | (20,545) | (20,545) | (20,545) | (5,073) | |||||
Advance billings on contracts | (1,319) | (1,319) | (1,319) | (1,319) | (1,319) | (1,557) | |||||
Non-current lease liabilities | (1,730) | (1,730) | (1,730) | (1,730) | (1,730) | (1,730) | |||||
Other non-current liabilities | (894) | (894) | (894) | (894) | (894) | (4,112) | |||||
Non-controlling interest | (23,996) | (23,996) | (23,996) | (23,996) | (23,996) | $ (20,700) | (22,262) | ||||
Net acquisition cost | $ 35,987 | $ 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 | (835) | ||||||||||
Measurement period adjustment, property, plant, and equipment | (7,860) | ||||||||||
Measurement period adjustment, goodwill | $ 10,697 | 20,086 | |||||||||
Measurement period adjustment, other assets | (4,600) | ||||||||||
Measurement period adjustment, right of use assets | 0 | ||||||||||
Measurement period adjustment, debt | 0 | ||||||||||
Measurement period adjustment, current liabilities | (15,472) | ||||||||||
Measurement period adjustment, advance billings on contracts | 238 | ||||||||||
Measurement period adjustment, non-current lease liabilities | 0 | ||||||||||
Measurement period adjustment, other non-current liabilities | 3,218 | ||||||||||
Measurement period adjustment, non-controlling interest | (1,734) | ||||||||||
Measurement period adjustment, net acquisition cost | $ 2,595 | ||||||||||
Business acquisition, percentage acquired | 40% | 40% | 40% | 40% | 40% | 40% | 60% | ||||
Measurement period adjustment, goodwill and current liabilities change | $ 14,100 | $ 14,100 | |||||||||
VODA | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 4,737 | $ 4,737 | 4,737 | $ 4,737 | 4,737 | $ 4,737 | |||||
Accounts receivable | 5,654 | 5,654 | 5,654 | 5,654 | 5,654 | 5,654 | |||||
Contracts in progress | 258 | 258 | 258 | 258 | 258 | 258 | |||||
Other current assets | 825 | 825 | 825 | 825 | 825 | 825 | |||||
Property, plant and equipment | 253 | 253 | 253 | 253 | 253 | 253 | |||||
Goodwill | 17,115 | 17,115 | 17,115 | 17,115 | 17,115 | 17,176 | |||||
Other assets | 14,321 | 14,321 | 14,321 | 14,321 | 14,321 | 14,321 | |||||
Right of use assets | 433 | 433 | 433 | 433 | 433 | 433 | |||||
Current liabilities | (5,181) | (5,181) | (5,181) | (5,181) | (5,181) | (5,181) | |||||
Advance billings on contracts | (2,036) | (2,036) | (2,036) | (2,036) | (2,036) | (2,036) | |||||
Non-current lease liabilities | (302) | (302) | (302) | (302) | (302) | (302) | |||||
Other non-current liabilities | (3,264) | (3,264) | (3,264) | (3,264) | (3,264) | (3,264) | |||||
Net acquisition cost | 32,813 | 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% | ||||||||||
Fossil Power Systems | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | 1,869 | 1,869 | 1,869 | 1,869 | 1,869 | $ 1,869 | |||||
Accounts receivable | 2,624 | 2,624 | 2,624 | 2,624 | 2,624 | 2,624 | |||||
Contracts in progress | 370 | 370 | 370 | 370 | 370 | 370 | |||||
Other current assets | 3,228 | 3,228 | 3,228 | 3,228 | 3,228 | 3,228 | |||||
Property, plant and equipment | 178 | 178 | 178 | 178 | 178 | 178 | |||||
Goodwill | 35,662 | 35,662 | 35,662 | 35,662 | 35,662 | 35,392 | |||||
Other assets | 25,092 | 25,092 | 25,092 | 25,092 | 25,092 | 25,092 | |||||
Right of use assets | 1,115 | 1,115 | 1,115 | 1,115 | 1,115 | 1,115 | |||||
Current liabilities | (1,810) | (1,810) | (1,810) | (1,810) | (1,810) | (1,792) | |||||
Advance billings on contracts | (645) | (645) | (645) | (645) | (645) | (645) | |||||
Non-current lease liabilities | (989) | (989) | (989) | (989) | (989) | (989) | |||||
Non-current liabilities | (7,490) | (7,490) | (7,490) | (7,490) | (7,490) | (7,384) | |||||
Net acquisition cost | 59,204 | 59,204 | 59,204 | 59,204 | 59,204 | $ 59,058 | |||||
Measurement period adjustment, goodwill | 270 | ||||||||||
Measurement period adjustment, current liabilities | (18) | ||||||||||
Measurement period adjustment, non-current liabilities | (106) | ||||||||||
Measurement period adjustment, net acquisition cost | 146 | ||||||||||
Business acquisition, percentage acquired | 100% | ||||||||||
Optimus Industries | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | 5,338 | 5,338 | 5,338 | 5,338 | 5,338 | $ 5,338 | |||||
Accounts receivable | 5,165 | 5,165 | 5,165 | 5,165 | 5,165 | 5,165 | |||||
Contracts in progress | 2,598 | 2,598 | 2,598 | 2,598 | 2,598 | 2,598 | |||||
Other current assets | 2,115 | 2,115 | 2,115 | 2,115 | 2,115 | 2,115 | |||||
Property, plant and equipment | 7,619 | 7,619 | 7,619 | 7,619 | 7,619 | 2,441 | |||||
Goodwill | 3,807 | 3,807 | 3,807 | 3,807 | 3,807 | 11,081 | |||||
Other assets | 2,331 | 2,331 | 2,331 | 2,331 | 2,331 | 12 | |||||
Right of use assets | 105 | 105 | 105 | 105 | 105 | 94 | |||||
Current liabilities | (4,240) | (4,240) | (4,240) | (4,240) | (4,240) | (4,240) | |||||
Advance billings on contracts | (3,779) | (3,779) | (3,779) | (3,779) | (3,779) | (3,779) | |||||
Non-current lease liabilities | (2) | (2) | (2) | (2) | (2) | (2) | |||||
Non-current liabilities | (1,858) | (1,858) | (1,858) | (1,858) | (1,858) | (1,858) | |||||
Net acquisition cost | 19,199 | $ 19,199 | 19,199 | $ 19,199 | $ 19,199 | $ 18,965 | |||||
Measurement period adjustment, property, plant, and equipment | 5,178 | ||||||||||
Measurement period adjustment, goodwill | (7,274) | $ (7,273) | |||||||||
Measurement period adjustment, other assets | 2,319 | ||||||||||
Measurement period adjustment, right of use assets | 11 | ||||||||||
Measurement period adjustment, net acquisition cost | $ 234 | ||||||||||
Business acquisition, percentage acquired | 100% |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | 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 | |||
Optimus Industries | ||||
Business Acquisition [Line Items] | ||||
Estimated Acquisition Date Fair Value | $ 2,320 | |||
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 | |||
Customer relationships | Optimus Industries | ||||
Business Acquisition [Line Items] | ||||
Estimated Acquisition Date Fair Value | $ 2,100 | |||
Weighted average estimated useful life (in years) | 10 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 | |||
Tradename | Optimus Industries | ||||
Business Acquisition [Line Items] | ||||
Estimated Acquisition Date Fair Value | $ 220 | |||
Weighted average estimated useful life (in years) | 3 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 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Debt Agreements With MSD - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Nov. 07, 2022 | |
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Minimum liquidity covenant | $ 30 | ||||||
Forecast | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, covenant, fixed charge coverage ratio | 125% | 115% | 80% | 65% | 55% | ||
Debt instrument, covenant, senior net leverage ratio | 150% | 160% | 175% | 200% | |||
Debt instrument, covenant, minimum cash flow requirement | $ 20 | $ 25 |