Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 88,752,057 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 257,247 | $ 204,049 |
Costs and expenses: | ||
Cost of operations | 203,771 | 163,060 |
Selling, general and administrative expenses | 51,945 | 43,044 |
Advisory fees and settlement costs | (2,463) | 3,935 |
Restructuring activities | 384 | 94 |
Research and development costs | 1,308 | 719 |
Loss (gain) on asset disposals, net | 941 | (20) |
Total costs and expenses | 255,886 | 210,832 |
Operating income (loss) | 1,361 | (6,783) |
Other (expense) income: | ||
Interest expense | (12,662) | (11,267) |
Interest income | 113 | 117 |
Benefit plans, net | (109) | 7,452 |
Foreign exchange | (461) | 3,085 |
Other expense – net | (227) | (58) |
Total other expense, net | (13,346) | (671) |
Loss before income tax expense | (11,985) | (7,454) |
Income tax expense | 490 | 1,230 |
Net loss | (12,475) | (8,684) |
Net (income) loss attributable to non-controlling interest | (21) | 420 |
Net loss attributable to stockholders | (12,496) | (8,264) |
Less: Dividend on Series A preferred stock | 3,715 | 3,715 |
Net (loss) income attributable to stockholders of common stock, diluted | (16,211) | (11,979) |
Net (loss) income attributable to stockholders of common stock, basic | $ (16,211) | $ (11,979) |
Basic loss per share (in dollars per share) | $ (0.18) | $ (0.14) |
Diluted loss per share (in dollars per share) | $ (0.18) | $ (0.14) |
Shares used in the computation of loss per share: | ||
Basic (in shares) | 88,733 | 87,992 |
Diluted (in shares) | 88,733 | 87,992 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (12,475) | $ (8,684) |
Other comprehensive income (loss): | ||
Currency translation adjustments ("CTA") | 4,592 | (4,285) |
Benefit obligations: | ||
Pension and post retirement adjustments, net of tax | 223 | 593 |
Other comprehensive income ( loss) | 4,815 | (3,692) |
Total comprehensive loss | (7,660) | (12,376) |
Comprehensive income attributable to non-controlling interest | 14 | 461 |
Comprehensive loss attributable to stockholders | $ (7,646) | $ (11,915) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents | $ 62,760 | $ 76,728 |
Current restricted cash and cash equivalents | 6,911 | 15,335 |
Accounts receivable – trade, net | 173,763 | 162,461 |
Accounts receivable – other | 37,977 | 38,510 |
Contracts in progress | 163,916 | 134,939 |
Inventories, net | 109,739 | 102,637 |
Other current assets | 30,418 | 27,002 |
Total current assets | 585,484 | 557,612 |
Net property, plant and equipment, and finance leases | 84,412 | 86,363 |
Goodwill | 157,259 | 156,993 |
Intangible assets, net | 58,830 | 60,293 |
Right-of-use assets | 28,160 | 29,438 |
Long-term restricted cash | 21,397 | 21,397 |
Other assets | 32,878 | 30,559 |
Total assets | 968,420 | 942,655 |
Accounts payable | 169,154 | 139,159 |
Accrued employee benefits | 12,259 | 12,533 |
Advance billings on contracts | 137,225 | 133,429 |
Accrued warranty expense | 9,901 | 9,568 |
Financing lease liabilities | 1,221 | 1,180 |
Operating lease liabilities | 3,831 | 3,595 |
Other accrued liabilities | 72,510 | 68,244 |
Loans payable | 4,273 | 4,291 |
Total current liabilities | 410,374 | 371,999 |
Senior notes | 335,986 | 335,498 |
Long term loans payable | 11,395 | 13,197 |
Pension and other postretirement benefit liabilities | 135,641 | 136,176 |
Non-current finance lease liabilities | 27,155 | 27,482 |
Non-current operating lease liabilities | 25,678 | 26,583 |
Deferred tax liability | 9,767 | 10,054 |
Other non-current liabilities | 22,630 | 23,755 |
Total liabilities | 978,626 | 944,744 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, par value $0.01 per share, authorized shares of 20,000; issued and outstanding shares of 7,669 at both March 31, 2023 and December 31, 2022 | 77 | 77 |
Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 88,745 and 88,700 at March 31, 2023 and December 31, 2022, respectively | 5,139 | 5,138 |
Capital in excess of par value | 1,540,982 | 1,537,625 |
Treasury stock at cost, 1,880 and 1,868 shares at March 31, 2023 and December 31, 2022, respectively | (113,817) | (113,753) |
Accumulated deficit | (1,375,086) | (1,358,875) |
Accumulated other comprehensive loss | (67,971) | (72,786) |
Stockholders' deficit attributable to shareholders | (10,676) | (2,574) |
Non-controlling interest | 470 | 485 |
Total stockholders' deficit | (10,206) | (2,089) |
Total liabilities and stockholders' deficit | $ 968,420 | $ 942,655 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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) | 88,745,000 | 88,700,000 |
Common stock, outstanding (in shares) | 88,745,000 | 88,700,000 |
Treasury stock, at cost (in shares) | 1,880,000 | 1,868,000 |
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, 2021 | 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 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (8,684) | (8,264) | (420) | |||||
Currency translation adjustments | (4,326) | (4,285) | (41) | |||||
Pension and post retirement adjustments, net of tax | 593 | 593 | ||||||
Stock-based compensation charges (in shares) | 52,000 | |||||||
Stock-based compensation charges | 1,545 | $ 1 | 1,765 | (221) | ||||
Dividends to preferred stockholders | (3,715) | (3,715) | ||||||
Preferred stock offering, net | (92) | (92) | ||||||
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, 2022 | 88,700,000 | 88,700,000 | ||||||
Beginning balance at Dec. 31, 2022 | $ (2,089) | $ 5,138 | $ 77 | 1,537,625 | (113,753) | (1,358,875) | (72,786) | 485 |
Beginning balance of preferred stock (in shares) at Dec. 31, 2022 | 7,669,000 | 7,669,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | $ (12,475) | (12,496) | 21 | |||||
Currency translation adjustments | 4,557 | 4,592 | (35) | |||||
Pension and post retirement adjustments, net of tax | 223 | 223 | ||||||
Stock-based compensation charges (in shares) | 45,000 | |||||||
Stock-based compensation charges | 3,294 | $ 1 | 3,357 | (64) | ||||
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, 2023 | 88,745,000 | 88,745,000 | ||||||
Ending balance at Mar. 31, 2023 | $ (10,206) | $ 5,139 | $ 77 | $ 1,540,982 | $ (113,817) | $ (1,375,086) | $ (67,971) | $ 470 |
Ending balance of preferred stock (in shares) at Mar. 31, 2023 | 7,669,000 | 7,669,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (12,475) | $ (8,684) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of long-lived assets | 5,365 | 6,202 |
Amortization of deferred financing costs and debt discount | 1,388 | 834 |
Amortization of guaranty fee | 231 | 231 |
Non-cash operating lease expense | 566 | 1,174 |
Loss on asset disposals | 941 | 0 |
Benefit from deferred income taxes | (1,870) | (689) |
Prior service cost amortization for pension and postretirement plans | 223 | 593 |
Stock-based compensation | 3,357 | 1,766 |
Foreign exchange | 461 | (3,085) |
Changes in operating assets and liabilities: | ||
Accounts receivable - trade, net and other | (5,522) | (28,694) |
Contracts in progress | (29,042) | (13,334) |
Advance billings on contracts | 3,581 | 27,532 |
Inventories, net | (7,594) | (2,996) |
Income taxes | 2,055 | (7,009) |
Accounts payable | 29,639 | 11,297 |
Accrued and other current liabilities | 2,682 | (11,290) |
Accrued contract loss | (665) | 4,274 |
Pension liabilities, accrued postretirement benefits and employee benefits | (4,328) | (10,048) |
Other, net | (1,874) | (10,073) |
Net cash used in operating activities: | (12,881) | (41,999) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (2,208) | (1,004) |
Acquisition of business, net of cash acquired | 0 | (64,914) |
Purchases of available-for-sale securities | (2,021) | (1,125) |
Sales and maturities of available-for-sale securities | 2,072 | 1,674 |
Other, net | 0 | (15) |
Net cash used in investing activities | (2,157) | (65,384) |
Cash flows from financing activities: | ||
Issuance of senior notes | 8 | 2,016 |
Borrowings on loan payable | 0 | 1,342 |
Repayments on loan payable | (1,658) | (31) |
Finance lease payments | (286) | (747) |
Payment of preferred stock dividends | (3,715) | (3,715) |
Shares of common stock returned to treasury stock | (64) | (221) |
Debt issuance costs | (139) | (119) |
Other, net | (93) | |
Net cash used in financing activities | (5,854) | (1,568) |
Effects of exchange rate changes on cash | (1,500) | (794) |
Net decrease in cash, cash equivalents and restricted cash | (22,392) | (109,745) |
Cash, cash equivalents and restricted cash at beginning of period | 113,460 | 226,715 |
Cash, cash equivalents and restricted cash at end of period | 91,068 | 116,970 |
Schedule of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 62,760 | 108,137 |
Current restricted cash | 6,911 | 8,833 |
Long-term restricted cash | 21,397 | 0 |
Total cash, cash equivalents and restricted cash at end of period | 91,068 | 116,970 |
Supplemental Cash flow information: | ||
Income taxes paid, net | 1,551 | 471 |
Interest paid | $ 6,382 | $ 6,709 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full-year ending December 31, 2023. 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. Market Update The COVID-19 pandemic has continued to create challenges for the Company in countries that have significant outbreak mitigation strategies, namely, countries in our Asia-Pacific region, which led to temporary project postponements and has continued to impact results in this region. Additionally, the Company has experienced negative impacts to its global supply chains as a result of COVID-19, the war in Ukraine, Russia-related supply chain shortages and other factors, including disruptions to the manufacturing, supply, distribution, transportation and delivery of its products. The Company has also observed significant delays and disruptions of its service providers and negative impacts to pricing of certain of its products. These delays and disruptions have had, and could continue to have, an adverse impact on the Company’s ability to meet customers’ demands. The Company is continuing to actively monitor the impact of these market conditions on current and future periods and actively manage costs and our liquidity position to provide additional flexibility while still supplying its customers and their specific needs. The duration and scope of these conditions cannot be predicted, and therefore, any anticipated negative financial impact to the Company’s operating results cannot be reasonably estimated. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, (in thousands, except per share amounts) 2023 2022 Net loss attributable to stockholders of common stock $ (16,211) $ (11,979) Weighted average shares used to calculate diluted earnings (loss) per share 88,733 87,992 Basic (loss) earnings per share $ (0.18) $ (0.14) Diluted (loss) earnings per share $ (0.18) $ (0.14) Because the Company incurred a net loss in the three-month periods ended March 31, 2023 and March 31, 2022, basic and diluted shares are the same. If the Company had net income in the three months ended March 31, 2023 and March 31, 2022, diluted shares would include an additional 0.4 million and 0.9 million shares, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2023 | |
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, diverting waste from landfills to use for power generation and replacement of fossil fuels, while recovering metals and reducing emissions. To date, we have installed over 500 waste-to-energy and biomass-to-energy units at more than 300 facilities in approximately 30 countries which serve a wide variety of utility, waste management, municipality and investment firm customers. Additionally, we have installed more than 100MW of clean solar production. • 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. The Company's ClimateBright family of products including SolveBright, OxyBright, BrightLoop and BrightGen, places us at the forefront of carbon dioxide capturing technologies and development with many of the aforementioned products ready for commercial demonstration. • 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. An analysis of the Company's operations by segment is as follows: Three Months Ended March 31, (in thousands) 2023 2022 Revenues: B&W Renewable segment B&W Renewable $ 49,132 $ 19,711 B&W Renewable Services 16,310 8,288 Vølund 18,681 16,336 B&W Solar 15,989 23,626 100,112 67,961 B&W Environmental segment B&W Environmental 20,361 18,185 SPIG 16,605 12,060 GMAB 2,474 4,703 39,440 34,948 B&W Thermal segment B&W Thermal 119,236 102,239 119,236 102,239 Eliminations (1,541) (1,099) Total Revenues $ 257,247 $ 204,049 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. The following table is provided to reconcile our segment performance metrics to loss before income tax expense. Three Months Ended March 31, (in thousands) 2023 2022 B&W Renewable segment - Adjusted EBITDA $ 4,940 $ 1,955 B&W Environmental segment - Adjusted EBITDA 1,906 1,439 B&W Thermal segment - Adjusted EBITDA 13,733 14,154 Corporate (5,080) (4,373) R&D expenses (1,307) (655) Interest Expense (14,429) (12,324) Depreciation & Amortization (5,365) (6,202) Benefit Plans, net (109) 7,452 Gain on sales, net (937) 20 Settlement and related legal costs 3,009 (2,528) Advisory fees for settlement costs and liquidity planning (546) (1,032) Stock Compensation (3,227) (1,319) Restructuring expense and business services transition (960) (2,688) Acquisition pursuit and related costs (134) (843) Product Development (1,370) (852) Foreign exchange (461) 3,085 Financial advisory services — — Contract Disposal (1,387) (875) Inventory step-up price adjustment — (1,745) Other Net (261) (123) Loss before income tax expense (11,985) (7,454) 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 19% of the Company's revenue for the three months ended March 31, 2023 and 2022, 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 81% of the Company's revenue for the three months ended March 31, 2023 and 2022, 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. Contract assets as of March 31, 2023 include approximately $6.1 million for change orders and/or claims in transaction prices for certain contracts that were in the process of being resolved in the ordinary course of business, including through negotiation, arbitration and other proceedings. The Company believes that these amounts are collectible and recoverable under the applicable contracts. Transaction prices for the Company’s contracts may include variable consideration, which comprises items such as change orders, claims and incentives. Management estimates variable consideration for a performance obligation utilizing estimation methods that it believes best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the estimated transaction price if it is probable that when the uncertainty associated with the variable consideration is resolved, there will not be a significant reversal of the cumulative amount of revenue that has been recognized. Management’s estimates of variable consideration and the determination of whether to include estimated amounts in transaction prices are based largely on legal advice, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer and all other relevant information that is reasonably available at the time of the estimate. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue, typically on a cumulative catch-up basis, as such variable consideration, which typically pertains to changed conditions and scope, is generally for services encompassed under the existing contract. To the extent unapproved change orders, claims and other variable consideration reflected in transaction prices are not resolved in the Company’s favor, or to the extent incentives reflected in transaction prices are not earned, there could be reductions in, or reversals of, previously recognized revenue. As of March 31, 2023, the Company included approximately $7.0 million of change orders and/or claims in transaction prices for certain contracts that were in the process of being resolved in the ordinary course of business, including through negotiation, arbitration and other proceedings. For the comparable period of March 31, 2022, the Company did not report material unapproved change orders. These transaction price adjustments, when earned, are included within contract assets or accounts receivable, net of allowance, as appropriate. As of March 31, 2023, these change orders and/or claims primarily related to certain projects in the Company’s B&W Renewable segment and include amounts related to the B&W Solar business. The Company actively engages with its customers to complete the final approval process and generally expects these processes to be completed within one year. Amounts ultimately realized upon final agreement by customers could be higher or lower than such estimated amounts. 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) March 31, 2023 December 31, 2022 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 74,112 $ 79,421 $ (5,309) (7) % Revenues recognized less billings to customers 89,804 55,518 34,286 62 % Contracts in progress $ 163,916 $ 134,939 $ 28,977 21 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 94,808 $ 113,643 $ (18,835) (17) % Costs of revenue recognized less cost incurred 42,417 19,786 22,631 114 % Advance billings on contracts $ 137,225 $ 133,429 $ 3,796 3 % Net contract balance $ 26,691 $ 1,510 $ 25,181 1,668 % Accrued contract losses $ 3,315 $ 3,032 $ 283 9 % Backlog On March 31, 2023 the Company had $662.9 million of remaining performance obligations, which the Company also refers to as total backlog. The Company expects to recognize approximately 77.7%, 18.1% and 4.2% of its remaining performance obligations as revenue in 2023, 2024 and thereafter, respectively. Changes in Contract Estimates During each of the three-month periods ended March 31, 2023 and 2022, 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 March 31, (in thousands) 2023 2022 Increases in gross profit for changes in estimates for over time contracts $ 6,225 $ 3,341 Decreases in gross profit for changes in estimates for over time contracts (5,753) (2,862) Net changes in gross profit for changes in estimates for over time contracts $ 472 $ 479 B&W Renewable Projects |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories are stated at the lower of cost or net realizable value. The components of inventories are as follows: (in thousands) March 31, 2023 December 31, 2022 Raw materials and supplies $ 91,668 $ 87,554 Work in progress 3,917 2,518 Finished goods 14,154 12,565 Total inventories $ 109,739 $ 102,637 |
PROPERTY, PLANT & EQUIPMENT, &
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES | 3 Months Ended |
Mar. 31, 2023 | |
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) March 31, 2023 December 31, 2022 Land $ 2,498 $ 2,481 Buildings 34,062 35,326 Machinery and equipment 154,919 153,939 Property under construction 13,133 11,410 204,612 203,156 Less accumulated depreciation 144,036 141,145 Net property, plant and equipment 60,576 62,011 Finance leases 30,549 30,549 Less finance lease accumulated amortization 6,713 6,197 Net property, plant and equipment, and finance lease $ 84,412 $ 86,363 |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The following summarizes the changes in the net carrying amount of goodwill as of March 31, 2023: (in thousands) B&W B&W Environmental B&W Total Goodwill $ 139,248 $ 79,825 $ 69,587 $ 288,660 Accumulated impairment losses $ (57,189) (74,478) — (131,667) Balance at December 31, 2022 $ 82,059 $ 5,347 $ 69,587 $ 156,993 Currency translation adjustments 77 32 157 266 Balance at March 31, 2023 $ 82,136 $ 5,379 $ 69,744 $ 157,259 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. There were no indicators of goodwill impairment identified during our quarterly triggering event assessment for the quarter ended March 31, 2023. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The Company's intangible assets are as follows: (in thousands) March 31, 2023 December 31, 2022 Definite-lived intangible assets (1) Customer relationships $ 68,191 $ 68,164 Unpatented technology 18,260 18,208 Patented technology 3,622 3,635 Tradename 13,516 13,441 Acquired backlog 3,100 3,100 All other 9,998 9,653 Gross value of definite-lived intangible assets 116,687 116,201 Customer relationships amortization (27,465) (26,198) Unpatented technology amortization (10,463) (10,013) Patented technology amortization (2,927) (2,891) Tradename amortization (6,341) (6,154) Acquired backlog (3,100) (3,100) All other amortization (9,091) (9,082) Accumulated amortization (59,387) (57,438) Net definite-lived intangible assets $ 57,300 $ 58,763 Indefinite-lived intangible assets Trademarks and trade names $ 1,530 $ 1,530 Total intangible assets, net $ 58,830 $ 60,293 (1) The Company finalized the purchase price allocation for the B & W Solar and B & W Renewable Service A/S acquisition on September 30, 2022 and November 30, 2022, respectively. The purchase price allocations for FPS and Optimus were finalized on of February 1, 2023 and February 28, 2023, respectively. These allocations resulted in several measurement period adjustments during the year ended December 31, 2022. The following summarizes the changes in the carrying amount of intangible assets, net: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 60,293 $ 43,795 Business acquisitions and adjustments (1) (2) — 25,092 Amortization expense (1,949) (2,978) Currency translation adjustments 486 (457) Balance at end of the period $ 58,830 $ 65,452 (1) During the quarter ended March 31, 2022 the Company was still in the process of completing the purchase price allocation associated with the Fosler Construction, VODA, Fossil Power and Optimus Industries acquisitions and as a result, the provisional measurements of goodwill associated with these acquisitions were subject to change. (2) The purchase price allocations for FPS and Optimus were finalized on of February 1, 2023 and February 28, 2023, respectively. These allocations resulted in several measurement period adjustments during the year ended December 31, 2022. Amortization of intangible assets is included in Cost of operations and SG&A in the Company's Consolidated Statement of Operations but is not allocated to segment results. Estimated future intangible asset amortization expense as of March 31, 2023 is as follows (in thousands): Amortization Expense Year ending December 31, 2023 6,020 Year ending December 31, 2024 7,955 Year ending December 31, 2025 7,158 Year ending December 31, 2026 6,010 Year ending December 31, 2027 5,352 Year ending December 31, 2028 5,352 Thereafter 19,453 |
ACCRUED WARRANTY EXPENSE
ACCRUED WARRANTY EXPENSE | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 9,568 $ 12,925 Additions 1,901 1,300 Expirations and other changes (1,358) (1,467) Payments (253) (193) Translation and other 43 (692) Balance at end of period $ 9,901 $ 11,873 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. |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | RESTRUCTURING ACTIVITIES The Company incurred restructuring charges (benefits) in each of the three months ended March 31, 2023 and 2022. The charges (benefits) primarily consist of legal fees and costs related to actions taken as part of the Company’s ongoing strategic, market-focused organizational and re-branding initiative. The following tables summarizes the restructuring activity incurred by segment: Three Months Ended March 31, Three Months Ended March 31, 2023 2022 (in thousands) Total Severance and related costs (benefit) Other (1) Total Severance and related costs (benefit) Other (1) B&W Renewable segment $ (89) $ (89) $ — $ (193) $ (229) $ 36 B&W Environmental segment 20 1 19 69 10 59 B&W Thermal segment 3 3 — 198 50 148 Corporate 450 — 450 20 — 20 $ 384 $ (85) $ 469 $ 94 $ (169) $ 263 Cumulative costs to date $ 46,127 36,813 9,314 (1) Other amounts consist primarily of relocation and other costs that are not considered as severance. 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 March 31, (in thousands) 2023 2022 Balance at beginning of period $ 1,615 $ 6,561 Restructuring (benefit) expense 384 94 Payments 37 (749) Balance at end of period $ 2,036 $ 5,906 The payments shown above for the three months ended March 31, 2023 and 2022 relate primarily to severance costs. Accrued restructuring liabilities at March 31, 2023 and 2022 relate primarily to employee termination benefits. |
PENSION PLANS AND OTHER POSTRET
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS Components of net periodic cost (benefit) included in net (loss) income are as follows: Pension Benefits Other Benefits Three Months Ended March 31, Three Months Ended March 31, (in thousands) 2023 2022 2023 2022 Interest cost $ 11,489 $ 6,664 $ 92 $ 49 Expected return on plan assets (11,697) (14,366) — — Amortization of prior service cost 52 28 173 173 Benefit plans, net (1) (156) (7,674) 265 222 Service cost included in COS (2) 144 201 4 5 Net periodic benefit cost (benefit) $ (12) $ (7,473) $ 269 $ 227 (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 recorded at the B&W Thermal segment level. There were no mark-to-market ("MTM") adjustments for the Company's pension and other postretirement benefit plans during the three months ended March 31, 2023 and 2022. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2023 | |
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. 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 March 31, 2023 are as follows: Senior Notes (in thousands) 8.125% 6.50% Total Senior notes due 2026 $ 193,035 $ 151,440 $ 344,475 Unamortized deferred financing costs (3,883) (5,027) (8,910) Unamortized premium 421 — 421 Net debt balance $ 189,573 $ 146,413 $ 335,986 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 $110.0 million in letters of credit that is secured in part by cash collateral provided by an affiliate of MSD Partners, MSD PCOF Partners XLV, LLC (“MSD”), as well as a reimbursement, guaranty and security agreement with MSD, as administrative agent, and the cash collateral providers from time to time party thereto, along with certain of the Company's subsidiaries as guarantors, pursuant to which it 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 March 31, 2023, no borrowings have occurred under the Revolving Credit Agreement and under the Letter of Credit Agreement, usage consisted of $13.7 million of financial letters of credit and $93.2 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 Secured Overnight Financing Rate ("SOFR") 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 SOFR 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. The Company entered into an amendment to the Revolving Credit Agreement on May 9, 2023 which allowed the Company to exclude certain acquisition related expenses from the calculation of EBITDA under the Revolving Credit Agreement, including for purposes of determining the Company's compliance with certain financial covenants thereunder. Accordingly, as of March 31, 2023 in light of the amendment to the Revolving Credit Agreement, the Company remained in compliance with all financial covenants. 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. On November 7, 2022 the Company executed an amendment to its Debt Documents with MSD which modified certain financial maintenance covenants for future periods beginning with fiscal quarters ending on December 31, 2022. The Fixed Charge Coverage Ratio was amended to 0.55:1.0 for the fiscal quarter ending December 31, 2022, 0.65 to 1.00 for the fiscal quarter ending March 31, 2023, 0.80 to 1.00 for the fiscal quarter ending June 30, 2023, 1.15 to 1.00 for the fiscal quarter ending September 30, 2023 and 1.25 to 1.00 for the fiscal quarter ending December 31, 2023 and thereafter. The Senior Net Leverage Ratio was amended to 2.00 to 1.00 for the fiscal quarter ending December 31, 2022, 1.75 to 1.00 for the fiscal quarter ending March 31, 2023, 1.60 to 1.00 for the fiscal quarter ending June 30, 2023, and 1.50 to 1.00 for the fiscal quarter ending September 30, 2023 and thereafter. The amendment also establishes minimum cash flow covenants, as defined, for the fiscal quarter ending December 31, 2022 of $20.0 million and $25.0 million for the fiscal year 2023 and each fiscal year thereafter. In addition, the Company also executed an amendment to its Debt Documents with PNC which modified the calculation of the Fixed Charge Coverage Ratio for the fiscal quarters ending December 31, 2022, March 31, 2023 and June 30, 2023. The calculation of the Fixed Charge Coverage ratio for the fiscal quarter ending September 30, 2023 and thereafter will revert to the original calculation as stated in the original Debt Documents. In addition, the interest rates applicable to the Reimbursement Agreement float at a rate per annum are equal to either (i) a base rate plus 9.0% or (ii) 1 or 3-month reserve-adjusted SOFR plus 10.0%. In December 2022, the Company also deposited $10.0 million with PNC for Letter of Credit collateral to enable MSD to reduce their collateral requirement by $10.0 million. On March 14, 2023, the Company, with certain subsidiaries of the Company as guarantors, certain lenders from time to time party to the Revolving Credit Agreement, and PNC, as administrative agent and swing loan lender to the Revolving Credit, Guaranty and Security Agreement, dated as of June 30, 2021, as amended (the “Amended Revolving Credit Agreement”), entered into the Second Amendment, Waiver and Consent to the Amended Revolving Credit Agreement (the “Second Amended Revolving Credit Agreement”). The Second Amended Revolving Credit Agreement amends the terms of the Amended Revolving Credit Agreement to (i) waive the senior net leverage ratio test for purposes of enacting a Permitted Restricted Payment on Preferred Shares (each as defined in the Second Amended Revolving Credit Agreement) to be made on March 31, 2023; and (ii) replace the use of LIBOR with Term SOFR throughout. On May 9, 2023 the Company further amended the Amended Revolving Credit Agreement. See Note 23 for further details. 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 March 31, 2023 was $53.0 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 $32.4 million as of March 31, 2023. Of the outstanding letters of credit issued under the Letter of Credit Agreement, $68.4 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 March 31, 2023, bonds issued and outstanding under these arrangements in support of its contracts totaled approximately $341.7 million. The aggregate value of the letters of credit backstopping surety bonds was $14.2 million. The Company's ability to obtain and maintain sufficient capacity under 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 |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2023 | |
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 arrear s. 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, 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 three months ending March 31, 2023, the Company's Board of Directors approved dividends totaling $3.7 million for holders of the Preferred Stock . There were no cumulative undeclared dividends of the Preferred Stock at March 31, 2023. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2023 | |
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 arrear s. 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, 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 three months ending March 31, 2023, the Company's Board of Directors approved dividends totaling $3.7 million for holders of the Preferred Stock . There were no cumulative undeclared dividends of the Preferred Stock at March 31, 2023. |
INTEREST EXPENSE AND SUPPLEMENT
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, (in thousands) 2023 2022 Components associated with borrowings from: Senior notes $ 6,328 $ 6,216 Components associated with amortization or accretion of: Revolving Credit Agreement 984 1,060 Senior notes 619 643 1,603 1,703 Components associated with interest from: Lease liabilities 724 708 Other interest expense 4,007 2,640 4,731 3,348 Total interest expense $ 12,662 $ 11,267 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) March 31, 2023 December 31, 2022 Held by foreign entities $ 39,095 $ 46,640 Held by U.S. entities 23,665 30,088 Cash and cash equivalents 62,760 76,728 Reinsurance reserve requirements 506 447 Project indemnity collateral (1) — 5,723 Bank guarantee collateral 2,107 2,072 Letters of credit collateral (2) 11,196 11,193 Hold-back for acquisition purchase price (3) 3,102 5,900 Escrow for long-term project (4) 11,397 11,397 Current and Long-term restricted cash and cash equivalents 28,308 36,732 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 91,068 $ 113,460 (1) The Company released $5.7 million in project indemnity restricted cash collateral for a letter of credit agreement during the first quarter of 2023. (2) The Company paid an additional $10.0 million in December, 2022 for letter of credit collateral which is reflected in Long-term restricted cash on the Company's Consolidated Balance Sheets. The remainder of the letters of credit are reflected within Restricted cash and cash equivalents. (3) The purchase price for Fossil Power Systems ("FPS") was $59.2 million, and included an initial hold-back of $5.9 million which was included in Current restricted cash and cash equivalents and Other accrued liabilities on the Company's Condensed Consolidated Balance Sheets. As of March 31, 2023, the initial payment was made in the amount of $2.8 million and the remainder is being held in escrow for potential payment of up to the maximum amount twenty-four months from the February 1, 2022 date of acquisition if the conditions are met. (4) On December 15, 2021, the Company entered into an agreement to place $11.4 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 $8.9 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: Three Months Ended March 31, (in thousands) 2023 2022 Income tax payments, net $ 1,551 $ 471 Interest payments - 8.125% Senior Notes due 2026 $ 3,921 $ 3,783 Interest payments - 6.50% Senior Notes due 2026 2,461 2,926 Total cash paid for interest $ 6,382 $ 6,709 |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | PROVISION FOR INCOME TAXES In the three months ended March 31, 2023, income tax expense was $0.5 million, resulting in an effective tax rate of (4.1)%. In the three months ended March 31, 2022, income tax expense was $1.2 million, resulting in an effective tax rate of (16.5)%. The Company's effective tax rate for the three months ended March 31, 2023 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 $0.2 million for the three months ended March 31, 2023, which primarily represent withholding taxes. The Company had unfavorable discrete items of $0.4 million for the three months ended March 31, 2022, which primarily represented withholding taxes. 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023. The Company has also accrued a probable loss recovery related to settlement proceeds of $3.4 million in Other Accounts Receivable on the Company's Condensed Consolidated Balance Sheets and in Advisory fees and settlement costs in the Company's Condensed Consolidated Statements of Operations at March 31, 2023. The Court has scheduled a hearing on July 10, 2023 to consider final approval of the settlement. 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 and 2022 were as follows: (in thousands) Currency translation loss Net unrecognized loss related to benefit plans (net of tax) Total Balance at December 31, 2022 $ (70,333) $ (2,453) $ (72,786) Other comprehensive income before reclassifications 4,592 223 4,815 Net other comprehensive (loss) income 4,592 223 4,815 Balance at March 31, 2023 $ (65,741) $ (2,230) $ (67,971) (in thousands) Currency translation Net unrecognized loss 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) income — 593 593 Net other comprehensive (loss) income (4,285) 593 (3,692) Balance at March 31, 2022 $ (59,784) $ (2,730) $ (62,514) The amounts reclassified out of AOCI by component and the affected Condensed Consolidated Statements of Operations line items are as follows (in thousands): AOCI component Line items in the Condensed Consolidated Statements of Operations affected by reclassifications from AOCI Three Months Ended March 31, 2023 2022 Pension and post retirement adjustments, net of tax Benefit plans, net 223 593 Net Income (Loss) $ 223 $ 593 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Level 1 Level 2 Corporate notes and bonds $ 4,203 $ 4,203 $ — Mutual funds 633 — 633 United States Government and agency securities 4,108 4,108 — Total fair value of available-for-sale securities $ 8,944 $ 8,311 $ 633 (in thousands) Available-for-sale securities December 31, 2022 Level 1 Level 2 Corporate notes and bonds $ 4,154 $ 4,154 $ — Mutual funds 612 — 612 United States Government and agency securities 4,023 4,023 — Total fair value of available-for-sale securities $ 8,789 $ 8,177 $ 612 Available-For-Sale Securities The Company's investments in available-for-sale securities are presented in Other assets 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 March 31, 2023. (in thousands) March 31, 2023 Senior Notes Carrying Value Estimated Fair Value 8.125% Senior Notes due 2026 ('BWSN') $ 193,035 $ 190,178 6.50% Senior Notes due 2026 ('BWNB') $ 151,440 $ 131,268 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 March 31, 2023. • Warrants. The fair value of the warrants was established using the Black-Scholes option pricing model value approach. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
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 approxim ately 30.8% of the Company's outstanding common stock as of March 31, 2023. 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 to the Company, has been engaged as Hamon’s investment banker and to serve as advisor to Hamon through a Chapter 11 363 Asset Sale of Hamon’s entire United States business or potential carve-out of any of its four main subsidiaries. The Company was the successful bidder for the assets of one of those subsidiaries, Hamon Research-Cottrell, Inc. a major provider of air pollution control technology, for approximately $2.9 million. 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 $0.2 million for the three months ended March 31, 2023 and March 31, 2022, 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 March 31, 2023. 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 March 31, 2023, 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 three months ended March 31, 2023. 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 March 31, 2023, 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. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Acquisitions 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 twenty-four 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. Of the $5.9 million hold-back, $2.8 million was paid during the quarter ended March 31, 2023. 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 finalized the fair values during the quarter primarily using the discounted cash flow method for the assets acquired and liabilities assumed. 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 finalized the fair values during the quarter primarily using the discounted cash flow method for the assets acquired and liabilities assumed. 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 certain 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 of Fossil Power Systems and Optimus Industries are detailed in following tables. Fossil Power Systems (in thousands) Estimated Acquisition Date Fair Value Measurement Period Adjustments Final Allocation (2) 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 purchase price allocation was final as of March 31, 2023. Optimus Industries (in thousands) Estimated Acquisition Date Fair Value Measurement Period Adjustments Final Allocation (2) 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 purchase price allocation was final as of March 31, 2023. Intangible assets are included in other assets above and consists of the following: 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. 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 $6.2 million gain on sale. The Company recorded $4.7 million in outstanding receivables related to the transaction within Accounts receivable – other in the Company's Condensed Consolidated Balance Sheets at March 31, 2023. |
NEW ACCOUNTING PRONOUNCEMENTS A
NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS | NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS The Company adopted the following accounting standard during the first three months of 2023: 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 impact of adopting this standard on the Company's Consolidated Financial Statements was immaterial. 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 impact of adopting this standard on the Company's Consolidated Financial Statements was immaterial. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn May 9, 2023 the Company entered into Amendment No. 3 to the Revolving Credit Agreement which allowed the Company to exclude certain expenses from the calculation of EBITDA under the Revolving Credit Agreement, including for purposes of determining the Company’s compliance with certain financial covenants thereunder. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
New accounting standards | The Company adopted the following accounting standard during the first three months of 2023: 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 impact of adopting this standard on the Company's Consolidated Financial Statements was immaterial. 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 impact of adopting this standard on the Company's Consolidated Financial Statements was immaterial. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, (in thousands, except per share amounts) 2023 2022 Net loss attributable to stockholders of common stock $ (16,211) $ (11,979) Weighted average shares used to calculate diluted earnings (loss) per share 88,733 87,992 Basic (loss) earnings per share $ (0.18) $ (0.14) Diluted (loss) earnings per share $ (0.18) $ (0.14) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | An analysis of the Company's operations by segment is as follows: Three Months Ended March 31, (in thousands) 2023 2022 Revenues: B&W Renewable segment B&W Renewable $ 49,132 $ 19,711 B&W Renewable Services 16,310 8,288 Vølund 18,681 16,336 B&W Solar 15,989 23,626 100,112 67,961 B&W Environmental segment B&W Environmental 20,361 18,185 SPIG 16,605 12,060 GMAB 2,474 4,703 39,440 34,948 B&W Thermal segment B&W Thermal 119,236 102,239 119,236 102,239 Eliminations (1,541) (1,099) Total Revenues $ 257,247 $ 204,049 |
Reconciliation from Net (Loss) Income to Adjusted EBITDA | The following table is provided to reconcile our segment performance metrics to loss before income tax expense. Three Months Ended March 31, (in thousands) 2023 2022 B&W Renewable segment - Adjusted EBITDA $ 4,940 $ 1,955 B&W Environmental segment - Adjusted EBITDA 1,906 1,439 B&W Thermal segment - Adjusted EBITDA 13,733 14,154 Corporate (5,080) (4,373) R&D expenses (1,307) (655) Interest Expense (14,429) (12,324) Depreciation & Amortization (5,365) (6,202) Benefit Plans, net (109) 7,452 Gain on sales, net (937) 20 Settlement and related legal costs 3,009 (2,528) Advisory fees for settlement costs and liquidity planning (546) (1,032) Stock Compensation (3,227) (1,319) Restructuring expense and business services transition (960) (2,688) Acquisition pursuit and related costs (134) (843) Product Development (1,370) (852) Foreign exchange (461) 3,085 Financial advisory services — — Contract Disposal (1,387) (875) Inventory step-up price adjustment — (1,745) Other Net (261) (123) Loss before income tax expense (11,985) (7,454) |
REVENUE RECOGNITION AND CONTR_2
REVENUE RECOGNITION AND CONTRACTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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) March 31, 2023 December 31, 2022 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 74,112 $ 79,421 $ (5,309) (7) % Revenues recognized less billings to customers 89,804 55,518 34,286 62 % Contracts in progress $ 163,916 $ 134,939 $ 28,977 21 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 94,808 $ 113,643 $ (18,835) (17) % Costs of revenue recognized less cost incurred 42,417 19,786 22,631 114 % Advance billings on contracts $ 137,225 $ 133,429 $ 3,796 3 % Net contract balance $ 26,691 $ 1,510 $ 25,181 1,668 % Accrued contract losses $ 3,315 $ 3,032 $ 283 9 % |
Schedule of Recognized Changes in Estimated Gross Profit | During each of the three-month periods ended March 31, 2023 and 2022, 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 March 31, (in thousands) 2023 2022 Increases in gross profit for changes in estimates for over time contracts $ 6,225 $ 3,341 Decreases in gross profit for changes in estimates for over time contracts (5,753) (2,862) Net changes in gross profit for changes in estimates for over time contracts $ 472 $ 479 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows: (in thousands) March 31, 2023 December 31, 2022 Raw materials and supplies $ 91,668 $ 87,554 Work in progress 3,917 2,518 Finished goods 14,154 12,565 Total inventories $ 109,739 $ 102,637 |
PROPERTY, PLANT & EQUIPMENT, _2
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment less accumulated depreciation is as follows: (in thousands) March 31, 2023 December 31, 2022 Land $ 2,498 $ 2,481 Buildings 34,062 35,326 Machinery and equipment 154,919 153,939 Property under construction 13,133 11,410 204,612 203,156 Less accumulated depreciation 144,036 141,145 Net property, plant and equipment 60,576 62,011 Finance leases 30,549 30,549 Less finance lease accumulated amortization 6,713 6,197 Net property, plant and equipment, and finance lease $ 84,412 $ 86,363 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following summarizes the changes in the net carrying amount of goodwill as of March 31, 2023: (in thousands) B&W B&W Environmental B&W Total Goodwill $ 139,248 $ 79,825 $ 69,587 $ 288,660 Accumulated impairment losses $ (57,189) (74,478) — (131,667) Balance at December 31, 2022 $ 82,059 $ 5,347 $ 69,587 $ 156,993 Currency translation adjustments 77 32 157 266 Balance at March 31, 2023 $ 82,136 $ 5,379 $ 69,744 $ 157,259 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company's intangible assets are as follows: (in thousands) March 31, 2023 December 31, 2022 Definite-lived intangible assets (1) Customer relationships $ 68,191 $ 68,164 Unpatented technology 18,260 18,208 Patented technology 3,622 3,635 Tradename 13,516 13,441 Acquired backlog 3,100 3,100 All other 9,998 9,653 Gross value of definite-lived intangible assets 116,687 116,201 Customer relationships amortization (27,465) (26,198) Unpatented technology amortization (10,463) (10,013) Patented technology amortization (2,927) (2,891) Tradename amortization (6,341) (6,154) Acquired backlog (3,100) (3,100) All other amortization (9,091) (9,082) Accumulated amortization (59,387) (57,438) Net definite-lived intangible assets $ 57,300 $ 58,763 Indefinite-lived intangible assets Trademarks and trade names $ 1,530 $ 1,530 Total intangible assets, net $ 58,830 $ 60,293 (1) The Company finalized the purchase price allocation for the B & W Solar and B & W Renewable Service A/S acquisition on September 30, 2022 and November 30, 2022, respectively. The purchase price allocations for FPS and Optimus were finalized on of February 1, 2023 and February 28, 2023, respectively. These allocations resulted in several measurement period adjustments during the year ended December 31, 2022. |
Schedule of Finite-Lived Intangible Assets | The following summarizes the changes in the carrying amount of intangible assets, net: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 60,293 $ 43,795 Business acquisitions and adjustments (1) (2) — 25,092 Amortization expense (1,949) (2,978) Currency translation adjustments 486 (457) Balance at end of the period $ 58,830 $ 65,452 (1) During the quarter ended March 31, 2022 the Company was still in the process of completing the purchase price allocation associated with the Fosler Construction, VODA, Fossil Power and Optimus Industries acquisitions and as a result, the provisional measurements of goodwill associated with these acquisitions were subject to change. (2) The purchase price allocations for FPS and Optimus were finalized on of February 1, 2023 and February 28, 2023, respectively. These allocations resulted in several measurement period adjustments during the year ended December 31, 2022. |
Schedule of Indefinite-Lived Intangible Assets | The following summarizes the changes in the carrying amount of intangible assets, net: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 60,293 $ 43,795 Business acquisitions and adjustments (1) (2) — 25,092 Amortization expense (1,949) (2,978) Currency translation adjustments 486 (457) Balance at end of the period $ 58,830 $ 65,452 (1) During the quarter ended March 31, 2022 the Company was still in the process of completing the purchase price allocation associated with the Fosler Construction, VODA, Fossil Power and Optimus Industries acquisitions and as a result, the provisional measurements of goodwill associated with these acquisitions were subject to change. (2) The purchase price allocations for FPS and Optimus were finalized on of February 1, 2023 and February 28, 2023, respectively. These allocations resulted in several measurement period adjustments during the year ended December 31, 2022. |
Schedule of Estimated Future Intangible Asset Amortization Expense | Estimated future intangible asset amortization expense as of March 31, 2023 is as follows (in thousands): Amortization Expense Year ending December 31, 2023 6,020 Year ending December 31, 2024 7,955 Year ending December 31, 2025 7,158 Year ending December 31, 2026 6,010 Year ending December 31, 2027 5,352 Year ending December 31, 2028 5,352 Thereafter 19,453 |
ACCRUED WARRANTY EXPENSE (Table
ACCRUED WARRANTY EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 9,568 $ 12,925 Additions 1,901 1,300 Expirations and other changes (1,358) (1,467) Payments (253) (193) Translation and other 43 (692) Balance at end of period $ 9,901 $ 11,873 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Activity | The following tables summarizes the restructuring activity incurred by segment: Three Months Ended March 31, Three Months Ended March 31, 2023 2022 (in thousands) Total Severance and related costs (benefit) Other (1) Total Severance and related costs (benefit) Other (1) B&W Renewable segment $ (89) $ (89) $ — $ (193) $ (229) $ 36 B&W Environmental segment 20 1 19 69 10 59 B&W Thermal segment 3 3 — 198 50 148 Corporate 450 — 450 20 — 20 $ 384 $ (85) $ 469 $ 94 $ (169) $ 263 Cumulative costs to date $ 46,127 36,813 9,314 |
Activity Related to the Restructuring Liabilities | Activity related to the restructuring liabilities is as follows: Three Months Ended March 31, (in thousands) 2023 2022 Balance at beginning of period $ 1,615 $ 6,561 Restructuring (benefit) expense 384 94 Payments 37 (749) Balance at end of period $ 2,036 $ 5,906 |
PENSION PLANS AND OTHER POSTR_2
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | Components of net periodic cost (benefit) included in net (loss) income are as follows: Pension Benefits Other Benefits Three Months Ended March 31, Three Months Ended March 31, (in thousands) 2023 2022 2023 2022 Interest cost $ 11,489 $ 6,664 $ 92 $ 49 Expected return on plan assets (11,697) (14,366) — — Amortization of prior service cost 52 28 173 173 Benefit plans, net (1) (156) (7,674) 265 222 Service cost included in COS (2) 144 201 4 5 Net periodic benefit cost (benefit) $ (12) $ (7,473) $ 269 $ 227 (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 recorded at the B&W Thermal segment level. |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Senior Notes | The components of the Company's senior notes at March 31, 2023 are as follows: Senior Notes (in thousands) 8.125% 6.50% Total Senior notes due 2026 $ 193,035 $ 151,440 $ 344,475 Unamortized deferred financing costs (3,883) (5,027) (8,910) Unamortized premium 421 — 421 Net debt balance $ 189,573 $ 146,413 $ 335,986 |
INTEREST EXPENSE AND SUPPLEME_2
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, (in thousands) 2023 2022 Components associated with borrowings from: Senior notes $ 6,328 $ 6,216 Components associated with amortization or accretion of: Revolving Credit Agreement 984 1,060 Senior notes 619 643 1,603 1,703 Components associated with interest from: Lease liabilities 724 708 Other interest expense 4,007 2,640 4,731 3,348 Total interest expense $ 12,662 $ 11,267 |
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) March 31, 2023 December 31, 2022 Held by foreign entities $ 39,095 $ 46,640 Held by U.S. entities 23,665 30,088 Cash and cash equivalents 62,760 76,728 Reinsurance reserve requirements 506 447 Project indemnity collateral (1) — 5,723 Bank guarantee collateral 2,107 2,072 Letters of credit collateral (2) 11,196 11,193 Hold-back for acquisition purchase price (3) 3,102 5,900 Escrow for long-term project (4) 11,397 11,397 Current and Long-term restricted cash and cash equivalents 28,308 36,732 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 91,068 $ 113,460 (1) The Company released $5.7 million in project indemnity restricted cash collateral for a letter of credit agreement during the first quarter of 2023. (2) The Company paid an additional $10.0 million in December, 2022 for letter of credit collateral which is reflected in Long-term restricted cash on the Company's Consolidated Balance Sheets. The remainder of the letters of credit are reflected within Restricted cash and cash equivalents. (3) The purchase price for Fossil Power Systems ("FPS") was $59.2 million, and included an initial hold-back of $5.9 million which was included in Current restricted cash and cash equivalents and Other accrued liabilities on the Company's Condensed Consolidated Balance Sheets. As of March 31, 2023, the initial payment was made in the amount of $2.8 million and the remainder is being held in escrow for potential payment of up to the maximum amount twenty-four months from the February 1, 2022 date of acquisition if the conditions are met. |
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) March 31, 2023 December 31, 2022 Held by foreign entities $ 39,095 $ 46,640 Held by U.S. entities 23,665 30,088 Cash and cash equivalents 62,760 76,728 Reinsurance reserve requirements 506 447 Project indemnity collateral (1) — 5,723 Bank guarantee collateral 2,107 2,072 Letters of credit collateral (2) 11,196 11,193 Hold-back for acquisition purchase price (3) 3,102 5,900 Escrow for long-term project (4) 11,397 11,397 Current and Long-term restricted cash and cash equivalents 28,308 36,732 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 91,068 $ 113,460 (1) The Company released $5.7 million in project indemnity restricted cash collateral for a letter of credit agreement during the first quarter of 2023. (2) The Company paid an additional $10.0 million in December, 2022 for letter of credit collateral which is reflected in Long-term restricted cash on the Company's Consolidated Balance Sheets. The remainder of the letters of credit are reflected within Restricted cash and cash equivalents. (3) The purchase price for Fossil Power Systems ("FPS") was $59.2 million, and included an initial hold-back of $5.9 million which was included in Current restricted cash and cash equivalents and Other accrued liabilities on the Company's Condensed Consolidated Balance Sheets. As of March 31, 2023, the initial payment was made in the amount of $2.8 million and the remainder is being held in escrow for potential payment of up to the maximum amount twenty-four months from the February 1, 2022 date of acquisition if the conditions are met. |
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: Three Months Ended March 31, (in thousands) 2023 2022 Income tax payments, net $ 1,551 $ 471 Interest payments - 8.125% Senior Notes due 2026 $ 3,921 $ 3,783 Interest payments - 6.50% Senior Notes due 2026 2,461 2,926 Total cash paid for interest $ 6,382 $ 6,709 |
COMPREHENSIVE INCOME (Tables)
COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 and 2022 were as follows: (in thousands) Currency translation loss Net unrecognized loss related to benefit plans (net of tax) Total Balance at December 31, 2022 $ (70,333) $ (2,453) $ (72,786) Other comprehensive income before reclassifications 4,592 223 4,815 Net other comprehensive (loss) income 4,592 223 4,815 Balance at March 31, 2023 $ (65,741) $ (2,230) $ (67,971) (in thousands) Currency translation Net unrecognized loss 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) income — 593 593 Net other comprehensive (loss) income (4,285) 593 (3,692) Balance at March 31, 2022 $ (59,784) $ (2,730) $ (62,514) |
Schedule of Reclassification out of Accumulated Other Comprehensive Income | The amounts reclassified out of AOCI by component and the affected Condensed Consolidated Statements of Operations line items are as follows (in thousands): AOCI component Line items in the Condensed Consolidated Statements of Operations affected by reclassifications from AOCI Three Months Ended March 31, 2023 2022 Pension and post retirement adjustments, net of tax Benefit plans, net 223 593 Net Income (Loss) $ 223 $ 593 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Level 1 Level 2 Corporate notes and bonds $ 4,203 $ 4,203 $ — Mutual funds 633 — 633 United States Government and agency securities 4,108 4,108 — Total fair value of available-for-sale securities $ 8,944 $ 8,311 $ 633 (in thousands) Available-for-sale securities December 31, 2022 Level 1 Level 2 Corporate notes and bonds $ 4,154 $ 4,154 $ — Mutual funds 612 — 612 United States Government and agency securities 4,023 4,023 — Total fair value of available-for-sale securities $ 8,789 $ 8,177 $ 612 (in thousands) March 31, 2023 Senior Notes Carrying Value Estimated Fair Value 8.125% Senior Notes due 2026 ('BWSN') $ 193,035 $ 190,178 6.50% Senior Notes due 2026 ('BWNB') $ 151,440 $ 131,268 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 of Fossil Power Systems and Optimus Industries are detailed in following tables. Fossil Power Systems (in thousands) Estimated Acquisition Date Fair Value Measurement Period Adjustments Final Allocation (2) 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 purchase price allocation was final as of March 31, 2023. Optimus Industries (in thousands) Estimated Acquisition Date Fair Value Measurement Period Adjustments Final Allocation (2) 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 purchase price allocation was final as of March 31, 2023. |
Schedule of Finite-Lived Intangible Assets Acquired in Business Combination | Intangible assets are included in other assets above and consists of the following: 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net (loss) income attributable to stockholders of common stock, basic | $ (16,211) | $ (11,979) |
Net (loss) income attributable to stockholders of common stock, diluted | $ (16,211) | $ (11,979) |
Weighted average shares used to calculate diluted earnings (loss) per share (in shares) | 88,733 | 87,992 |
Basic (loss) earnings per share (in dollars per share) | $ (0.18) | $ (0.14) |
Diluted (loss) earnings per share (in dollars per share) | $ (0.18) | $ (0.14) |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Excluded shares that would have been included with net income (in shares) | 0.4 | 0.9 |
Antidilutive securities excluded from computing of earnings per share (in shares) | 2.2 | 0.4 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 257,247 | $ 204,049 |
Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenues | (1,541) | (1,099) |
B&W Renewable segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 100,112 | 67,961 |
B&W Renewable segment | B&W Renewable | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 49,132 | 19,711 |
B&W Renewable segment | B&W Renewable Services | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 16,310 | 8,288 |
B&W Renewable segment | Vølund | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 18,681 | 16,336 |
B&W Renewable segment | B&W Solar | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 15,989 | 23,626 |
B&W Environmental segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 39,440 | 34,948 |
B&W Environmental segment | B&W Environmental | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 20,361 | 18,185 |
B&W Environmental segment | SPIG | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 16,605 | 12,060 |
B&W Environmental segment | GMAB | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,474 | 4,703 |
B&W Thermal segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 119,236 | 102,239 |
B&W Thermal segment | B&W Thermal | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 119,236 | $ 102,239 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Adjusted EBITDA to Consolidated Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Interest Expense | $ (14,429) | $ (12,324) |
Depreciation & Amortization | (5,365) | (6,202) |
Benefit plans, net | (109) | 7,452 |
Gain on sales, net | (937) | 20 |
Settlement and related legal costs | 3,009 | (2,528) |
Advisory fees for settlement costs and liquidity planning | (546) | (1,032) |
Stock Compensation | (3,227) | (1,319) |
Restructuring expense and business services transition | (960) | (2,688) |
Acquisition pursuit and related costs | (134) | (843) |
Product Development | (1,370) | (852) |
Foreign exchange | (461) | 3,085 |
Financial advisory services | 0 | 0 |
Contract Disposal | (1,387) | (875) |
Inventory step-up price adjustment | 0 | (1,745) |
Other Net | (261) | (123) |
Loss before income tax expense | (11,985) | (7,454) |
Operating Segments | B&W Renewable segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 4,940 | 1,955 |
Operating Segments | B&W Environmental | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 1,906 | 1,439 |
Operating Segments | B&W Thermal segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 13,733 | 14,154 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | (5,080) | (4,373) |
Research and development costs | ||
Segment Reporting Information [Line Items] | ||
Research and development costs | $ (1,307) | $ (655) |
REVENUE RECOGNITION AND CONTR_3
REVENUE RECOGNITION AND CONTRACTS - Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract asset, amount in negotiation, arbitration, and other proceedings | $ 6.1 | |
Material unapproved change orders | $ 7 | $ 0 |
Transferred at Point in Time | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percent of revenue | 25% | 19% |
Transferred over Time | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percent of revenue | 75% | 81% |
REVENUE RECOGNITION AND CONTR_4
REVENUE RECOGNITION AND CONTRACTS - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 163,916 | $ 134,939 |
Contract assets - included in contracts in progress, change | $ 28,977 | |
Contract assets - included in contracts in progress, change | 21% | |
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 137,225 | 133,429 |
Contract liabilities - included in advance billings on contracts, change | $ 3,796 | |
Contract liabilities - included in advance billings on contracts, change | 3% | |
Net contract balance | $ 26,691 | 1,510 |
Net contract balance, change | $ 25,181 | |
Net contract balance, change | 1,668% | |
Accrued contract losses | $ 3,315 | 3,032 |
Accrued contract losses, change | $ 283 | |
Accrued contract losses, change | 9% | |
Billings to customers less revenues recognized | ||
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 94,808 | 113,643 |
Contract liabilities - included in advance billings on contracts, change | $ (18,835) | |
Contract liabilities - included in advance billings on contracts, change | (17.00%) | |
Costs of revenue recognized less cost incurred | ||
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 42,417 | 19,786 |
Contract liabilities - included in advance billings on contracts, change | $ 22,631 | |
Contract liabilities - included in advance billings on contracts, change | 114% | |
Costs incurred less costs of revenue recognized | ||
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 74,112 | 79,421 |
Contract assets - included in contracts in progress, change | $ (5,309) | |
Contract assets - included in contracts in progress, change | (7.00%) | |
Revenues recognized less billings to customers | ||
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 89,804 | $ 55,518 |
Contract assets - included in contracts in progress, change | $ 34,286 | |
Contract assets - included in contracts in progress, change | 62% |
REVENUE RECOGNITION AND CONTR_5
REVENUE RECOGNITION AND CONTRACTS - Backlog (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 662.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 77.70% |
Expected timing of satisfaction, period | 3 months |
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) | 18.10% |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 4.20% |
Expected timing of satisfaction, period |
REVENUE RECOGNITION AND CONTR_6
REVENUE RECOGNITION AND CONTRACTS - Changes in Contract Estimates (Details) - Transferred over Time - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Increases in gross profit for changes in estimates for over time contracts | $ 6,225 | $ 3,341 |
Decreases in gross profit for changes in estimates for over time contracts | (5,753) | (2,862) |
Net changes in gross profit for changes in estimates for over time contracts | $ 472 | $ 479 |
REVENUE RECOGNITION AND CONTR_7
REVENUE RECOGNITION AND CONTRACTS - B&W Renewable Projects (Details) - Babcock and Wilcox Solar (Formerly known as Fosler Construction Company, Inc.) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) project contract | |
Disaggregation of Revenue [Line Items] | |
Increase of goodwill | $ 14.4 |
Measurement period adjustment, goodwill and current liabilities change | 14.1 |
Measurement period adjustment, warranty accruals | $ 0.4 |
Number of additional contracts in a loss position | contract | 4 |
Renewable loss contracts, net loss recognized on changes in estimated revenues and costs | $ 13.2 |
Number of contracts in a loss position | contract | 13 |
Babcock and Wilcox 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 | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 91,668 | $ 87,554 |
Work in progress | 3,917 | 2,518 |
Finished goods | 14,154 | 12,565 |
Total inventories | $ 109,739 | $ 102,637 |
PROPERTY, PLANT & EQUIPMENT, _3
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | $ 204,612 | $ 203,156 |
Less accumulated depreciation | 144,036 | 141,145 |
Net property, plant and equipment | 60,576 | 62,011 |
Finance leases | 30,549 | 30,549 |
Less finance lease accumulated amortization | 6,713 | 6,197 |
Net property, plant and equipment, and finance lease | 84,412 | 86,363 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 2,498 | 2,481 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 34,062 | 35,326 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 154,919 | 153,939 |
Property under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | $ 13,133 | $ 11,410 |
GOODWILL - Carrying Amount of G
GOODWILL - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Goodwill | $ 288,660 | |
Accumulated impairment losses | (131,667) | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 156,993 | |
Currency translation adjustments | 266 | |
Ending balance | 157,259 | |
B&W Renewable segment | ||
Goodwill [Line Items] | ||
Goodwill | 139,248 | |
Accumulated impairment losses | (57,189) | |
Goodwill [Roll Forward] | ||
Beginning balance | 82,059 | |
Currency translation adjustments | 77 | |
Ending balance | 82,136 | |
B&W Environmental | ||
Goodwill [Line Items] | ||
Goodwill | 79,825 | |
Accumulated impairment losses | (74,478) | |
Goodwill [Roll Forward] | ||
Beginning balance | 5,347 | |
Currency translation adjustments | 32 | |
Ending balance | 5,379 | |
B&W Thermal segment | ||
Goodwill [Line Items] | ||
Goodwill | 69,587 | |
Accumulated impairment losses | $ 0 | |
Goodwill [Roll Forward] | ||
Beginning balance | 69,587 | |
Currency translation adjustments | 157 | |
Ending balance | $ 69,744 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | $ 116,687 | $ 116,201 | ||
Accumulated amortization | (59,387) | (57,438) | ||
Net definite-lived intangible assets | 57,300 | 58,763 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Total intangible assets, net | 58,830 | 60,293 | $ 65,452 | $ 43,795 |
Trademarks and trade names | ||||
Indefinite-lived intangible assets | ||||
Trademarks and trade names | 1,530 | 1,530 | ||
Customer relationships | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 68,191 | 68,164 | ||
Accumulated amortization | (27,465) | (26,198) | ||
Unpatented technology | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 18,260 | 18,208 | ||
Accumulated amortization | (10,463) | (10,013) | ||
Patented technology | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 3,622 | 3,635 | ||
Accumulated amortization | (2,927) | (2,891) | ||
Tradename | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 13,516 | 13,441 | ||
Accumulated amortization | (6,341) | (6,154) | ||
Acquired backlog | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 3,100 | 3,100 | ||
Accumulated amortization | (3,100) | (3,100) | ||
All other | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 9,998 | 9,653 | ||
Accumulated amortization | $ (9,091) | $ (9,082) |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Changes in Carrying Amount of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Intangible Assets [Roll Forward] | ||
Balance at beginning of period | $ 60,293 | $ 43,795 |
Business acquisitions and adjustments | 0 | 25,092 |
Amortization expense | (1,949) | (2,978) |
Currency translation adjustments | 486 | (457) |
Balance at end of the period | $ 58,830 | $ 65,452 |
INTANGIBLE ASSETS - Estimated F
INTANGIBLE ASSETS - Estimated Future Intangible Asset Amortization (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Year ending December 31, 2023 | $ 6,020 |
Year ending December 31, 2024 | 7,955 |
Year ending December 31, 2025 | 7,158 |
Year ending December 31, 2026 | 6,010 |
Year ending December 31, 2027 | 5,352 |
Year ending December 31, 2028 | 5,352 |
Thereafter | $ 19,453 |
ACCRUED WARRANTY EXPENSE (Detai
ACCRUED WARRANTY EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 9,568 | $ 12,925 |
Additions | 1,901 | 1,300 |
Expirations and other changes | (1,358) | (1,467) |
Payments | (253) | (193) |
Translation and other | 43 | (692) |
Balance at end of period | $ 9,901 | $ 11,873 |
RESTRUCTURING ACTIVITIES - Summ
RESTRUCTURING ACTIVITIES - Summary of Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | $ 384 | $ 94 |
Cumulative costs to date | 46,127 | |
Severance and related costs (benefit) | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | (85) | (169) |
Cumulative costs to date | 36,813 | |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 469 | 263 |
Cumulative costs to date | 9,314 | |
Operating Segments | B&W Renewable segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | (89) | (193) |
Operating Segments | B&W Renewable segment | Severance and related costs (benefit) | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | (89) | (229) |
Operating Segments | B&W Renewable segment | Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 0 | 36 |
Operating Segments | B&W Environmental segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 20 | 69 |
Operating Segments | B&W Environmental segment | Severance and related costs (benefit) | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 1 | 10 |
Operating Segments | B&W Environmental segment | Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 19 | 59 |
Operating Segments | B&W Thermal segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 3 | 198 |
Operating Segments | B&W Thermal segment | Severance and related costs (benefit) | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 3 | 50 |
Operating Segments | B&W Thermal segment | Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 0 | 148 |
Corporate | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 450 | 20 |
Corporate | Severance and related costs (benefit) | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | 0 | 0 |
Corporate | Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring activities | $ 450 | $ 20 |
RESTRUCTURING ACTIVITIES - Rest
RESTRUCTURING ACTIVITIES - Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 1,615 | $ 6,561 |
Restructuring (benefit) expense | 384 | 94 |
Payments | 37 | (749) |
Balance at end of period | $ 2,036 | $ 5,906 |
PENSION PLANS AND OTHER POSTR_3
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 11,489 | $ 6,664 |
Expected return on plan assets | (11,697) | (14,366) |
Amortization of prior service cost | 52 | 28 |
Benefit plans, net | (156) | (7,674) |
Service cost included in COS | 144 | 201 |
Net periodic benefit cost (benefit) | (12) | (7,473) |
Other Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 92 | 49 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service cost | 173 | 173 |
Benefit plans, net | 265 | 222 |
Service cost included in COS | 4 | 5 |
Net periodic benefit cost (benefit) | $ 269 | $ 227 |
PENSION PLANS AND OTHER POSTR_4
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Pension and other postretirement benefit plans | $ 0.3 | $ 0.4 |
DEBT - Senior notes (Details)
DEBT - Senior notes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Mar. 31, 2021 | Feb. 12, 2021 | |
Debt Instrument [Line Items] | |||||||
Issuance of senior notes | $ 8,000 | $ 2,016,000 | |||||
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] | |||||||
Debt interest rate per annum | 8.125% | 8.125% | 8.125% | ||||
Issuance of senior notes | $ 151,200,000 | ||||||
Proceeds from issuance of debt, net | $ 146,600,000 | ||||||
8.125% Senior Notes due 2026 | Senior notes | B. Riley Financial, Inc. | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 35,000,000 | ||||||
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] | |||||||
Debt interest rate per annum | 6.50% | 6.50% | 6.50% | 6.50% | |||
Issuance of senior notes | $ 151,400,000 | ||||||
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 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Feb. 12, 2021 |
Debt Instrument [Line Items] | |||||
Senior notes due 2026 | $ 344,475 | ||||
Unamortized deferred financing costs | (8,910) | ||||
Unamortized premium | 421 | ||||
Net debt balance | $ 335,986 | ||||
8.125% Senior Notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Fixed rate per annum | 8.125% | 8.125% | 8.125% | ||
Senior notes due 2026 | $ 193,035 | ||||
Unamortized deferred financing costs | (3,883) | ||||
Unamortized premium | 421 | ||||
Net debt balance | $ 189,573 | ||||
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 | (5,027) | ||||
Unamortized premium | 0 | ||||
Net debt balance | $ 146,413 |
DEBT - Revolving Debt (Details)
DEBT - Revolving Debt (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Nov. 07, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Debt Agreements With MSD | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, fixed charge coverage ratio | 65% | 55% | |||||||
Debt instrument, covenant, senior net leverage ratio | 175% | 200% | |||||||
Debt instrument, covenant, minimum cash flow requirement | $ 20,000,000 | ||||||||
Debt Agreements With MSD | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, fixed charge coverage ratio | 125% | 115% | 80% | ||||||
Debt instrument, covenant, senior net leverage ratio | 150% | 160% | |||||||
Debt instrument, covenant, minimum cash flow requirement | $ 25,000,000 | ||||||||
Debt Agreements With MSD | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 9% | ||||||||
Debt Agreements With MSD | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 10% | ||||||||
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% | ||||||||
Collateral amount deposited | $ 10,000,000 | $ 10,000,000 | |||||||
Letter of credit | MSD | |||||||||
Debt Instrument [Line Items] | |||||||||
Reduced collateral amount | $ 10,000,000 | ||||||||
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 | 13,700,000 | ||||||||
Prior A&R Credit Agreement | Performance letters of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding amount | $ 93,200,000 | ||||||||
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 | Mar. 31, 2023 USD ($) |
Surety Bond | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 14.2 |
Guarantor obligations | 341.7 |
Letters of Credit, and Bank Guarantees | |
Debt Instrument [Line Items] | |
Line of credit amount | 53 |
Letters of credit outstanding amount | 32.4 |
Letters of credit outstanding amount subject to foreign currency revaluation | $ 68.4 |
DEBT - Other Indebtedness - Loa
DEBT - Other Indebtedness - Loans Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Loans payable | $ 15,700 | |
Financing lease liabilities | 1,221 | $ 1,180 |
Non-current finance lease liabilities | 27,155 | 27,482 |
Loans payable | 4,273 | 4,291 |
Long term loans payable | 11,395 | $ 13,197 |
Sale-Leaseback Financing Transactions | ||
Debt Instrument [Line Items] | ||
Loans payable | 13,100 | |
Debt issuance costs, net | $ 600 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 26, 2021 | May 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Dividends paid | $ 3,700,000 | |||
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 | |||
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 |
COMMON STOCK (Details)
COMMON STOCK (Details) | May 19, 2022 shares |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||
Interest expense associated with amortization (accretion) of debt instruments | $ 1,603 | $ 1,703 |
Lease liabilities | 724 | 708 |
Other interest expense | 4,007 | 2,640 |
Finance lease interest expense and other | 4,731 | 3,348 |
Total interest expense | 12,662 | 11,267 |
Senior notes | ||
Debt Instrument [Line Items] | ||
Interest expense on borrowings | 6,328 | 6,216 |
Interest expense associated with amortization (accretion) of debt instruments | 619 | 643 |
Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Interest expense associated with amortization (accretion) of debt instruments | $ 984 | $ 1,060 |
INTEREST EXPENSE AND SUPPLEME_4
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Cash and Cash Equivalents Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Feb. 01, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 15, 2021 | |
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | $ 62,760 | $ 76,728 | $ 108,137 | |||
Current and Long-term restricted cash and cash equivalents | 28,308 | 36,732 | ||||
Total cash, cash equivalents and restricted cash at end of period | 91,068 | 113,460 | $ 116,970 | $ 226,715 | ||
Escrow deposit | $ 11,400 | |||||
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 | $ 8,900 | |||||
Fossil Power Systems | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Business combination, consideration transferred | $ 59,200 | 2,800 | ||||
Escrow deposit | 2,800 | |||||
Escrow period | 24 months | |||||
Held by foreign entities | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | 39,095 | 46,640 | ||||
Held by U.S. entities | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | 23,665 | 30,088 | ||||
Reinsurance reserve requirements | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | 506 | 447 | ||||
Project indemnity collateral | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | 0 | 5,723 | ||||
Restricted cash released | 5,700 | |||||
Bank guarantee collateral | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | 2,107 | 2,072 | ||||
Letters of credit collateral (2) | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | 11,196 | 11,193 | ||||
Restricted cash | 10,000 | |||||
Hold-back for acquisition purchase price | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | $ 5,900 | 3,102 | 5,900 | |||
Escrow for long-term project | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Current and Long-term restricted cash and cash equivalents | $ 11,397 | $ 11,397 |
INTEREST EXPENSE AND SUPPLEME_5
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Feb. 12, 2021 | |
Debt Instrument [Line Items] | ||||||
Income tax payments, net | $ 1,551 | $ 471 | ||||
Total cash paid for interest | $ 6,382 | 6,709 | ||||
8.125% Senior Notes due 2026 | Senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Fixed rate per annum | 8.125% | 8.125% | 8.125% | |||
Total cash paid for interest | $ 3,921 | 3,783 | ||||
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 | $ 2,461 | $ 2,926 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Tax Credit Carryforward [Line Items] | ||||||
Income tax expense | $ 490 | $ 1,230 | ||||
Effective tax rate | (4.10%) | (16.50%) | ||||
Favorable (unfavorable) discrete items | $ 200 | $ 400 | ||||
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 | |||||
Jun. 10, 2022 | Jan. 11, 2021 | Dec. 14, 2020 | Dec. 27, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | |
Loss Contingencies [Line Items] | ||||||
Loss contingency, damages sought, contractual cap | $ 11,700 | |||||
Revenues | $ 257,247 | $ 204,049 | ||||
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 | |||||
Loss recovery | $ 3,400 | |||||
Pending Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Alleged damages | $ 2,900 | $ 58,900 |
COMPREHENSIVE INCOME - Accumula
COMPREHENSIVE INCOME - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ (2,089) | $ 58,622 |
Other comprehensive loss before reclassifications | 4,815 | (4,285) |
Reclassified from AOCI to net (loss) income | 593 | |
Other comprehensive income ( loss) | 4,815 | (3,692) |
Ending balance | (10,206) | 43,942 |
Accumulated Other Comprehensive (Loss) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (72,786) | (58,822) |
Ending balance | (67,971) | (62,514) |
Currency translation loss | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (70,333) | (55,499) |
Other comprehensive loss before reclassifications | 4,592 | (4,285) |
Reclassified from AOCI to net (loss) income | 0 | |
Other comprehensive income ( loss) | 4,592 | (4,285) |
Ending balance | (65,741) | (59,784) |
Net unrecognized loss related to benefit plans (net of tax) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (2,453) | (3,323) |
Other comprehensive loss before reclassifications | 223 | 0 |
Reclassified from AOCI to net (loss) income | 593 | |
Other comprehensive income ( loss) | 223 | 593 |
Ending balance | $ (2,230) | $ (2,730) |
COMPREHENSIVE INCOME - Reclassi
COMPREHENSIVE INCOME - Reclassification out of Accumulated other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Benefit plans, net | $ (109) | $ 7,452 |
Reclassification out of Accumulated Other Comprehensive Income | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Net Income (Loss) | 223 | 593 |
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 | $ 223 | $ 593 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Available-for-Sale Securities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | $ 8,944 | $ 8,789 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 8,311 | 8,177 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 633 | 612 |
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 | 4,203 | 4,154 |
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 | 4,203 | 4,154 |
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 | 633 | 612 |
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 | 633 | 612 |
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 | 4,108 | 4,023 |
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 | 4,108 | 4,023 |
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) | Mar. 31, 2023 |
Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available for sale securities contractual maturities | 0 years |
Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available for sale securities contractual maturities | 5 years |
FAIR VALUE MEASUREMENTS - Senio
FAIR VALUE MEASUREMENTS - Senior Notes (Details) - Senior notes - USD ($) $ in Thousands | Mar. 31, 2023 | 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 | $ 344,475 | ||||
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% | 8.125% | ||
Carrying Value | $ 193,035 | ||||
Estimated Fair Value | $ 190,178 | ||||
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 | $ 131,268 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ / shares in Units, € in Millions | 1 Months Ended | 3 Months Ended | 18 Months Ended | 21 Months Ended | |||||||||||||||||
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 ($) | Nov. 19, 2018 USD ($) | May 31, 2021 USD ($) shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Jul. 28, 2022 subsidiary | Jul. 20, 2022 $ / shares shares | Dec. 31, 2021 | Dec. 28, 2021 USD ($) | Jul. 07, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | |
Hamon Holdings Corporation | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Acquiree potential carve-out, number of subsidiary | subsidiary | 4 | ||||||||||||||||||||
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% | 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% | ||||||||||||||||
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 | |||||||||||||||||||
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. | 8.125% Senior Notes due 2026 | 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 | 30.80% |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Narrative (Details) $ in Millions | 3 Months Ended | ||||
Jul. 28, 2022 USD ($) subsidiary | Jun. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) | Feb. 01, 2022 USD ($) | Mar. 31, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sale of intangible assets, consideration | $ 8 | ||||
Gain on sale of development rights | $ 6.2 | ||||
Accounts receivable from sale of intangible assets | $ 4.7 | ||||
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 | $ 59.2 | $ 2.8 | |||
Business combination, consideration hold-back amount | $ 5.9 | ||||
Business combination, consideration hold-back period | 24 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 | $ 19.2 | ||||
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 | $ 2.9 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 7 Months Ended | 8 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2022 | Feb. 01, 2022 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 157,259 | $ 156,993 | ||||
Fossil Power Systems | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,869 | $ 1,869 | $ 1,869 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 2,624 | 2,624 | 2,624 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Contracts in Progress | 370 | 370 | 370 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 3,228 | 3,228 | 3,228 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 178 | 178 | 178 | |||
Goodwill | 35,662 | 35,662 | 35,392 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 25,092 | 25,092 | 25,092 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Right Of Use Assets | 1,115 | 1,115 | 1,115 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (1,810) | (1,810) | (1,792) | |||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed,, Advance Billings On Contracts | (645) | (645) | (645) | |||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (989) | (989) | (989) | |||
Non-current liabilities | (7,490) | (7,490) | (7,384) | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest, Total | 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 | |||||
Optimus Industries | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 5,338 | 5,338 | $ 5,338 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 5,165 | 5,165 | 5,165 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Contracts in Progress | 2,598 | 2,598 | 2,598 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 2,115 | 2,115 | 2,115 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 7,619 | 7,619 | 2,441 | |||
Goodwill | 3,807 | 3,807 | 11,081 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 2,331 | 2,331 | 12 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Right Of Use Assets | 105 | 105 | 94 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (4,240) | (4,240) | (4,240) | |||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed,, Advance Billings On Contracts | (3,779) | (3,779) | (3,779) | |||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (2) | (2) | (2) | |||
Non-current liabilities | (1,858) | (1,858) | (1,858) | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest, Total | 19,199 | $ 19,199 | $ 18,965 | |||
Measurement period adjustment, property, plant, and equipment | 5,178 | |||||
Measurement period adjustment, goodwill | (7,274) | |||||
Measurement period adjustment, other assets | 2,319 | |||||
Measurement period adjustment, right of use assets | 11 | |||||
Measurement period adjustment, net acquisition cost | $ 234 |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | Feb. 01, 2022 |
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 | 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 | 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 | |
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 |