Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 | 89,371,408 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001630805 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | BW | |
Security Exchange Name | NYSE | |
8.125% Senior Notes due 2026 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 8.125% Senior Notes due 2026 | |
Trading Symbol | BWSN | |
Security Exchange Name | NYSE | |
6.50% Senior Notes due 2026 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 6.50% Senior Notes due 2026 | |
Trading Symbol | BWNB | |
Security Exchange Name | NYSE | |
7.75% Series A Cumulative Perpetual Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.75% Series A Cumulative Perpetual Preferred Stock | |
Trading Symbol | BW PRA | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 239,414 | $ 211,669 | $ 772,187 | $ 611,494 |
Costs and expenses: | ||||
Cost of operations | 186,034 | 164,268 | 603,715 | 478,221 |
Selling, general and administrative expenses | 45,018 | 47,582 | 144,700 | 130,973 |
Advisory fees and settlement costs | 644 | 1,198 | (1,252) | 10,275 |
Restructuring activities | 1,285 | 359 | 2,690 | 351 |
Research and development costs | 898 | 994 | 3,130 | 2,850 |
Gain on asset disposals, net | (8) | (7) | (26) | (7,106) |
Total costs and expenses | 233,871 | 214,394 | 752,957 | 615,564 |
Operating income (loss) | 5,543 | (2,725) | 19,230 | (4,070) |
Other expense: | ||||
Interest expense | (13,416) | (11,098) | (37,248) | (32,689) |
Interest income | 301 | 103 | 892 | 161 |
Benefit plans, net | (56) | 7,424 | (304) | 22,279 |
Foreign exchange | (4,935) | (2,007) | (4,242) | (3,218) |
Other income (expense) – net | (43) | 454 | (675) | (162) |
Total other expense, net | (18,149) | (5,124) | (41,577) | (13,629) |
Loss before income tax (benefit) expense | (12,606) | (7,849) | (22,347) | (17,699) |
Income tax (benefit) expense | (331) | 4,902 | 2,020 | 4,777 |
Loss from continuing operations | (12,275) | (12,751) | (24,367) | (22,476) |
Loss from discontinued operations, net of tax | (104,485) | (7,815) | (109,880) | (9,768) |
Net loss | (116,760) | (20,566) | (134,247) | (32,244) |
Net (income) loss attributable to non-controlling interest | (124) | 2,800 | (221) | 3,647 |
Net loss attributable to stockholders | (116,884) | (17,766) | (134,468) | (28,597) |
Less: Dividend on Series A preferred stock | 3,714 | 3,715 | 11,144 | 11,145 |
Net loss attributable to stockholders of common stock,basic | (120,598) | (21,481) | (145,612) | (39,742) |
Net loss attributable to stockholders of common stock, diluted | $ (120,598) | $ (21,481) | $ (145,612) | $ (39,742) |
Continuing operations (in dollars per share) | $ (0.18) | $ (0.15) | $ (0.40) | $ (0.34) |
Continuing operations (in dollars per share) | (0.18) | (0.15) | (0.40) | (0.34) |
Discontinued operations (in dollars per share) | (1.17) | (0.09) | (1.24) | (0.11) |
Discontinued operations, diluted (in dollars per share) | (1.17) | (0.09) | (1.24) | (0.11) |
Basic loss per share (in dollars per share) | (1.35) | (0.24) | (1.64) | (0.45) |
Diluted loss per share (in dollars per share) | $ (1.35) | $ (0.24) | $ (1.64) | $ (0.45) |
Shares used in the computation of basic loss per share (in shares) | 89,125 | 88,321 | 88,882 | 88,115 |
Weighted average shares used to calculate diluted loss per share (in shares) | 89,125 | 88,321 | 88,882 | 88,115 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (116,760) | $ (20,566) | $ (134,247) | $ (32,244) |
Other comprehensive loss: | ||||
Currency translation adjustments ("CTA") | (8,669) | (13,344) | (550) | (24,263) |
Benefit obligations: | ||||
Pension and post retirement adjustments, net of tax | 223 | 198 | 668 | 593 |
Other comprehensive income (loss) | (8,446) | (13,146) | 118 | (23,670) |
Total comprehensive loss | (125,206) | (33,712) | (134,129) | (55,914) |
Comprehensive loss attributable to non-controlling interest | 0 | 0 | 41 | 959 |
Comprehensive loss attributable to stockholders | $ (125,206) | $ (33,712) | $ (134,088) | $ (54,955) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents | $ 48,369 | $ 76,238 |
Current restricted cash and cash equivalents | 6,505 | 15,335 |
Accounts receivable – trade, net | 154,113 | 158,360 |
Accounts receivable – other | 43,610 | 38,500 |
Contracts in progress | 123,470 | 118,180 |
Inventories, net | 113,505 | 102,636 |
Other current assets | 22,843 | 27,002 |
Assets held for sale | 29,885 | 21,362 |
Total current assets | 542,300 | 557,613 |
Net property, plant and equipment and finance leases | 83,646 | 84,887 |
Goodwill | 100,383 | 100,437 |
Intangible assets, net | 46,086 | 51,564 |
Right-of-use assets | 27,781 | 28,362 |
Long-term restricted cash | 10,232 | 21,397 |
Deferred income taxes | 4,660 | 2,968 |
Other assets | 22,191 | 27,414 |
Noncurrent assets held for sale | 0 | 68,013 |
Total assets | 837,279 | 942,655 |
Accounts payable | 144,344 | 131,221 |
Accrued employee benefits | 12,165 | 12,509 |
Advance billings on contracts | 95,379 | 130,945 |
Accrued warranty expense | 8,527 | 9,568 |
Current Portion: | ||
Financing lease liabilities | 1,325 | 1,180 |
Operating lease liabilities | 3,593 | 3,498 |
Other accrued liabilities | 72,294 | 54,035 |
Loans payable | 5,266 | 3,827 |
Current liabilities held for sale | 50,646 | 24,751 |
Total current liabilities | 393,539 | 371,534 |
Senior notes | 337,241 | 335,498 |
Loans payable, net of current portion | 35,082 | 13,197 |
Pension and other postretirement benefit liabilities | 134,517 | 136,176 |
Finance lease liabilities, net of current portion | 26,555 | 27,482 |
Operating lease liabilities, net of current portion | 25,183 | 25,588 |
Deferred tax liability | 8,615 | 10,054 |
Noncurrent liabilities held for sale | 0 | 5,651 |
Other noncurrent liabilities | 18,237 | 19,564 |
Total liabilities | 978,969 | 944,744 |
Stockholders' deficit: | ||
Preferred stock, par value $0.01 per share, authorized shares of 20,000; issued and outstanding shares 7,669 at both September 30, 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 89,371 and 88,700 at September 30, 2023 and December 31, 2022, respectively | 5,147 | 5,138 |
Capital in excess of par value | 1,544,766 | 1,537,625 |
Treasury stock at cost, 2,135 and 1,868 shares at September 30, 2023 and December 31, 2022, respectively | (115,151) | (113,753) |
Accumulated deficit | (1,504,487) | (1,358,875) |
Accumulated other comprehensive loss | (72,668) | (72,786) |
Stockholders' deficit attributable to shareholders | (142,316) | (2,574) |
Non-controlling interest | 626 | 485 |
Total stockholders' deficit | (141,690) | (2,089) |
Total liabilities and stockholders' deficit | $ 837,279 | $ 942,655 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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) | 89,371,000 | 88,700,000 |
Common stock, outstanding (in shares) | 89,371,000 | 88,700,000 |
Treasury stock, at cost (in shares) | 2,135,000 | 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) income | (8,684) | (8,264) | (420) | |||||
Currency translation adjustments | (4,326) | (4,285) | (41) | |||||
Pension and post retirement adjustments, net of tax and defined benefit obligations | 593 | 593 | ||||||
Stock-based compensation charges (in shares) | 52,000 | |||||||
Stock-based compensation charges | 1,453 | $ 1 | 1,673 | (221) | ||||
Dividends to preferred stockholders | (3,715) | (3,715) | ||||||
Dividends to non-controlling interest | (1) | (1) | ||||||
Ending balance of common stock (in shares) at Mar. 31, 2022 | 86,338,000 | |||||||
Ending balance at Mar. 31, 2022 | 43,942 | $ 5,111 | $ 77 | 1,520,545 | (111,155) | (1,333,133) | (62,514) | 25,011 |
Ending balance of preferred stock (in shares) at Mar. 31, 2022 | 7,669,000 | |||||||
Beginning balance of common stock (in shares) at Dec. 31, 2021 | 86,286,000 | |||||||
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) income | (32,244) | |||||||
Pension and post retirement adjustments, net of tax and defined benefit obligations | 593 | |||||||
Ending balance of common stock (in shares) at Sep. 30, 2022 | 88,633,000 | |||||||
Ending balance at Sep. 30, 2022 | (17,128) | $ 5,137 | $ 77 | 1,533,904 | (113,749) | (1,360,896) | (82,492) | 891 |
Ending balance of preferred stock (in shares) at Sep. 30, 2022 | 7,669,000 | |||||||
Beginning balance of common stock (in shares) at Mar. 31, 2022 | 86,338,000 | |||||||
Beginning balance at Mar. 31, 2022 | 43,942 | $ 5,111 | $ 77 | 1,520,545 | (111,155) | (1,333,133) | (62,514) | 25,011 |
Beginning balance of preferred stock (in shares) at Mar. 31, 2022 | 7,669,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (2,994) | (2,567) | (427) | |||||
Currency translation adjustments | (6,705) | (6,634) | (71) | |||||
Pension and post retirement adjustments, net of tax and defined benefit obligations | (198) | (198) | ||||||
Stock-based compensation charges (in shares) | 54,000 | |||||||
Stock-based compensation charges | 1,387 | $ 1 | 1,386 | 0 | ||||
Dividends to preferred stockholders | (3,715) | (3,715) | ||||||
Ending balance of common stock (in shares) at Jun. 30, 2022 | 86,392,000 | |||||||
Ending balance at Jun. 30, 2022 | 31,717 | $ 5,112 | $ 77 | 1,521,931 | (111,155) | (1,339,415) | (69,346) | 24,513 |
Ending balance of preferred stock (in shares) at Jun. 30, 2022 | 7,669,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (20,566) | (17,766) | (2,800) | |||||
Currency translation adjustments | (13,431) | (13,344) | (87) | |||||
Pension and post retirement adjustments, net of tax and defined benefit obligations | 198 | 198 | ||||||
Stock-based compensation charges (in shares) | 2,241,000 | |||||||
Stock-based compensation charges | 778 | $ 25 | 3,347 | (2,594) | ||||
Dividends to preferred stockholders | (3,715) | (3,715) | ||||||
Purchase of Fosler Construction non-controlling interest | (12,109) | 8,626 | (20,735) | |||||
Ending balance of common stock (in shares) at Sep. 30, 2022 | 88,633,000 | |||||||
Ending balance at Sep. 30, 2022 | $ (17,128) | $ 5,137 | $ 77 | 1,533,904 | (113,749) | (1,360,896) | (82,492) | 891 |
Ending balance of preferred stock (in shares) at Sep. 30, 2022 | 7,669,000 | |||||||
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) income | $ (12,475) | (12,496) | 21 | |||||
Currency translation adjustments | 4,557 | 4,592 | (35) | |||||
Pension and post retirement adjustments, net of tax and defined benefit obligations | 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 | |||||||
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 | |||||||
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) income | $ (134,247) | |||||||
Pension and post retirement adjustments, net of tax and defined benefit obligations | $ 668 | |||||||
Ending balance of common stock (in shares) at Sep. 30, 2023 | 89,371,000 | 89,371,000 | ||||||
Ending balance at Sep. 30, 2023 | $ (141,690) | $ 5,147 | $ 77 | 1,544,766 | (115,151) | (1,504,487) | (72,668) | 626 |
Ending balance of preferred stock (in shares) at Sep. 30, 2023 | 7,669,000 | 7,669,000 | ||||||
Beginning balance of common stock (in shares) at Mar. 31, 2023 | 88,745,000 | |||||||
Beginning balance at Mar. 31, 2023 | $ (10,206) | $ 5,139 | $ 77 | 1,540,982 | (113,817) | (1,375,086) | (67,971) | 470 |
Beginning balance of preferred stock (in shares) at Mar. 31, 2023 | 7,669,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (5,012) | (5,088) | 76 | |||||
Currency translation adjustments | 3,507 | 3,527 | (20) | |||||
Pension and post retirement adjustments, net of tax and defined benefit obligations | 222 | 222 | ||||||
Stock-based compensation charges (in shares) | 83,000 | |||||||
Stock-based compensation charges | 2,184 | 2,185 | (1) | |||||
Dividends to preferred stockholders | (3,715) | (3,715) | ||||||
Ending balance of common stock (in shares) at Jun. 30, 2023 | 88,828,000 | |||||||
Ending balance at Jun. 30, 2023 | (13,020) | $ 5,139 | $ 77 | 1,543,167 | (113,818) | (1,383,889) | (64,222) | 526 |
Ending balance of preferred stock (in shares) at Jun. 30, 2023 | 7,669,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (116,760) | (116,884) | 124 | |||||
Currency translation adjustments | (8,693) | (8,669) | (24) | |||||
Pension and post retirement adjustments, net of tax and defined benefit obligations | 223 | 223 | ||||||
Stock-based compensation charges (in shares) | 543,000 | |||||||
Stock-based compensation charges | 274 | $ 8 | 1,599 | (1,333) | ||||
Dividends to preferred stockholders | $ (3,714) | (3,714) | ||||||
Ending balance of common stock (in shares) at Sep. 30, 2023 | 89,371,000 | 89,371,000 | ||||||
Ending balance at Sep. 30, 2023 | $ (141,690) | $ 5,147 | $ 77 | $ 1,544,766 | $ (115,151) | $ (1,504,487) | $ (72,668) | $ 626 |
Ending balance of preferred stock (in shares) at Sep. 30, 2023 | 7,669,000 | 7,669,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (24,367) | $ (22,476) |
Net loss from discontinued operations | (109,880) | (9,768) |
Net loss | (134,247) | (32,244) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of long-lived assets | 16,491 | 13,184 |
Goodwill impairment | 56,556 | 7,224 |
Change in fair value of contingent consideration | 0 | (9,567) |
Amortization of deferred financing costs and debt discount | 3,711 | 3,864 |
Amortization of guaranty fee | 543 | 543 |
Non-cash operating lease expense | 4,364 | 5,698 |
Loss (gain) on asset disposals | 229 | (7,165) |
Benefit from deferred income taxes | (5,603) | (2,597) |
Prior service cost amortization for pension and postretirement plans | 668 | 593 |
Stock-based compensation | 7,175 | 6,497 |
Foreign exchange | 4,242 | 3,218 |
Changes in operating assets and liabilities: | ||
Accounts receivable - trade, net and other | 4,269 | (26,224) |
Contracts in progress | 2,458 | (48,208) |
Advance billings on contracts | (29,747) | 28,915 |
Inventories, net | (10,496) | (15,098) |
Income taxes | (159) | (2,133) |
Accounts payable | 28,103 | 39,639 |
Accrued and other current liabilities | (4,587) | (10,813) |
Accrued contract loss | 13,258 | 3,481 |
Pension liabilities, accrued postretirement benefits and employee benefits | (2,062) | (27,144) |
Other, net | (5,639) | 957 |
Net cash used in operating activities | (50,473) | (67,380) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (10,546) | (8,947) |
Acquisition of business, net of cash acquired | 0 | (64,914) |
Proceeds from sale of business and assets, net | 0 | 2,500 |
Purchases of available-for-sale securities | (5,263) | (5,006) |
Sales and maturities of available-for-sale securities | 7,368 | 8,498 |
Other, net | (148) | 299 |
Net cash used in investing activities | (8,589) | (67,570) |
Cash flows from financing activities: | ||
Issuance of senior notes | 0 | 5,455 |
Borrowings on loan payable | 97,140 | 1,342 |
Repayments on loan payable | (72,502) | (13,863) |
Payment of holdback funds from acquisition | (2,798) | 0 |
Payment of preferred stock dividends | (7,428) | (11,145) |
Shares of common stock returned to treasury stock | (1,398) | (2,815) |
Debt issuance costs | (208) | 209 |
Other, net | (874) | 1,736 |
Net cash provided by (used in) financing activities | 11,932 | (19,081) |
Effects of exchange rate changes on cash | (734) | (3,186) |
Net decrease increase in cash, cash equivalents and restricted cash | (47,864) | (157,217) |
Cash, cash equivalents and restricted cash at beginning of period | 112,970 | 226,715 |
Cash, cash equivalents and restricted cash at end of period | 65,106 | 69,498 |
Schedule of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 48,369 | 48,471 |
Current restricted cash | 6,505 | 9,630 |
Long-term restricted cash | 10,232 | 11,397 |
Total cash, cash equivalents and restricted cash at end of period | 65,106 | 69,498 |
Supplemental Cash flow information: | ||
Income taxes paid, net | 4,642 | 2,693 |
Interest paid | $ 16,685 | $ 19,292 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 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 our Annual Report on Form 10-K for the year ended December 31, 2022. We have included all adjustments, in the opinion of management, consisting only of normal, recurring adjustments, necessary for a fair presentation of the interim financial statements. We have eliminated all intercompany transactions and accounts. We have presented the notes to the Condensed Consolidated Financial Statements on the basis of continuing operations, unless otherwise stated. Additionally, certain prior period amounts have been reclassified to conform to the current period presentation in the footnotes to the accompanying unaudited condensed consolidated financial statements. The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and the accompanying notes. Actual results could differ from these estimates. In the opinion of management, these Condensed Consolidated Financial Statements contain all estimates and adjustments, consisting of normal recurring accruals, required to fairly present the financial position, results of operations, and cash flows for the interim periods. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full-year ending December 31, 2023. There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. We classify assets and liabilities as held for sale ("disposal group") when our Management, with approval from our Board of Directors, commits to a plan to sell the disposal group, the sale is probable within one year, and the disposal group is available for immediate sale in its present condition. We also consider whether an active program to locate a buyer has been initiated, whether the disposal group is marketed actively for sale at a price that is reasonable in relation to its current fair value, and whether actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When we classify a disposal group as held for sale, we test for impairment as follows. First we evaluate for impairment all assets outside those included in goodwill and other long-lived assets. Next, we evaluate goodwill, then the disposal group in its entirety to arrive at a fair value, less cost to sell. An impairment charge is recognized when the carrying value of the disposal group exceeds the estimated fair value, less costs to sell. We also cease depreciation and amortization for assets classified as held for sale. When a decision to sell represents a strategic shift impacting our operations and financial results, the disposal group and related operations are reported as discontinued operations. For further discussion see Note 3 - Assets Held for Sale and Discontinued Operations. Non-controlling interests are presented in the Condensed 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 Condensed Consolidated Financial Statements. Additionally, our Condensed Consolidated Financial Statements include 100% of a controlled subsidiary’s earnings, rather than only our 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 We have experienced and may continue to experience, supply chain disruptions driven by any number of events globally, including pandemics, geopolitical conflicts (including the ongoing conflicts in Ukraine and the Middle East), climate change and others. We have also observed significant delays and disruptions of service and material providers and negative impacts to pricing of certain products. These delays and disruptions have had, and could continue to have, an adverse impact on our ability to meet customers’ demands and schedules. We are 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 our customers and their specific needs. The duration and scope of these conditions cannot be predicted, and therefore, any anticipated negative financial impact to our operating results cannot be reasonably estimated. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted loss per share of our common stock, net of non-controlling interest and dividends on preferred stock: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2023 2022 2023 2022 Loss from continuing operations $ (12,275) $ (12,751) $ (24,367) $ (22,476) Net loss (income) attributable to non-controlling interest (124) 2,800 (221) 3,647 Less: Dividend on Series A preferred stock 3,714 3,715 11,144 11,145 Loss from continuing operations attributable to stockholders of common stock (16,113) (13,666) (35,732) (29,974) Loss from discontinued operations, net of tax (104,485) (7,815) (109,880) (9,768) Net loss attributable to stockholders of common stock $ (120,598) $ (21,481) $ (145,612) $ (39,742) Weighted average shares used to calculate basic and diluted loss per share 89,125 88,321 88,882 88,115 Basic and diluted loss per share: Continuing operations $ (0.18) $ (0.15) $ (0.40) $ (0.34) Discontinued operations $ (1.17) $ (0.09) $ (1.24) $ (0.11) Basic and diluted loss per share $ (1.35) $ (0.24) $ (1.64) $ (0.45) We incurred a net loss in each of the three and nine month periods ended September 30, 2023 and 2022, therefore the basic and diluted shares are the same. If we had net income in the three month periods ended September 30, 2023 and 2022 , diluted shar es would have included an additional 0.3 million and 0.8 million shares, respectively. If we had net income in the nine month periods ended September 30, 2023 and 2022 , diluted shares would have also included an additional 0.5 million and 0.9 million shares, respectively. We excluded 1.9 million and 0.3 million shares related to stock options from the diluted share calculation for the three month periods ended September 30, 2023 and 2022, respectively, because their effect would have been anti-dilutive. We excluded 1.9 million and 0.4 million shares related to stock options from the diluted share calculation from the nine months ended September 30, 2023 and 2022, respectively, because their effect would have been anti-dilutive. |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS | ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONSDuring the third quarter of 2023, we committed to a plan to sell our B&W Solar business resulting in a significant change that would impact our operations. As of September 30, 2023, we met all of the criteria for the assets and liabilities of this business, formerly part of our B&W Renewable segment, to be accounted for as held for sale. In addition, we also determined that the operations of the B&W Solar business qualified as a discontinued operation, primarily based upon its significance to our current and historic operating losses. The decision to sell the B&W Solar business, along with the significant increase in estimated costs to complete the B&W Solar loss contracts, resulted in a triggering event as of September 30, 2023 that required us to immediately perform certain valuations. For goodwill, we performed a quantitative assessment using the income approach (discounted cash flows). The income approach uses the disposal group's estimated future cash flows, discounted at the weighted-average cost of capital of a hypothetical third-party buyer to account for uncertainties within the projections. The income approach also uses assumptions based on the disposal group's estimated revenue growth, operating margin, and working capital turnover. As a result of this impairment test, we recognized an impairment of $55.6 million, or the entire balance of goodwill associated with B&W Solar. This impairment has been included in discontinued operations in our Condensed Consolidated Statement of Operations. The following table summarizes the operating results of the disposal group included in discontinued operations on our Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Revenues $ (4,709) $ 3,201 $ 24,952 $ 28,444 Cost of operations 35,377 11,817 65,682 34,264 General and administrative expenses (1) 7,646 (8,226) 11,997 (3,622) Restructuring expenses 50 — 50 — Loss (Gain) on asset disposals, net (98) (21) 255 (59) Goodwill impairment 56,556 7,224 56,556 7,224 Total costs and expenses 99,531 10,794 134,540 37,807 Operating loss (104,240) (7,593) (109,588) (9,363) Interest expense (61) (222) (67) (560) Interest income — — — 162 Other-net (8) — (49) (7) Total other expense (69) (222) (116) (405) Loss from discontinued operations before tax (104,309) (7,815) (109,704) (9,768) Income tax provision (176) — (176) — Loss from discontinued operations, net of tax $ (104,485) $ (7,815) $ (109,880) $ (9,768) (1) General and administrative expenses in 2022 includes $9.6 million related to the change in fair value of contingent consideration. During the nine months ended September 30, 2023, B&W Solar had total bookings of $46.3 million. On September 30, 2023, B&W Solar had $36.8 million of remaining performance obligations, which we also refer to as total backlog. We expect to recognize substantially all of our remaining performance obligations as revenue prior to December 31, 2024. The following table provides the major classes of assets and liabilities of the disposal group included in assets held for sale and liabilities held for sale in our Condensed Consolidated Balance Sheets: (in thousands) September 30, 2023 December 31, 2022 Cash $ 26 $ 490 Contracts in progress 13,408 16,759 Accounts receivable - Trade 6,052 4,111 Other assets, net 113 2 Total Current Assets 19,599 21,362 Net Property, Plant and equipment, and finance lease 2,453 1,476 Intangible assets, net 7,833 8,729 Goodwill — 56,556 Deferred income taxes — 176 Right-of-use assets — $ 1,076 Total Noncurrent assets 10,286 68,013 Total assets of disposal group $ 29,885 $ 89,375 Loans payable, current $ 484 $ — Operating lease liabilities, current 129 97 Accounts payable 22,915 7,938 Accrued employee benefits 219 24 Advance billings on contracts 8,140 2,484 Other current liabilities 17,306 14,208 Total current liabilities 49,193 24,751 Loans payable, net of current portion 1,314 464 Noncurrent operating lease liabilities 139 995 Other noncurrent liabilities — 4,192 Total Noncurrent liabilities 1,453 5,651 Total liabilities of disposal group $ 50,646 $ 30,402 Reported as: Current assets of discontinued operations $ 29,885 $ 21,362 Noncurrent assets of discontinued operations — 68,013 Total assets of discontinued operations $ 29,885 $ 89,375 Current liabilities of discontinued operations $ 50,646 $ 24,751 Noncurrent liabilities of discontinued operations — 5,651 Total liabilities of discontinued operations $ 50,646 $ 30,402 The significant components included in our Condensed Consolidated Statements of Cash Flows for the discontinued operations are as follows: Nine Months Ended September 30, (in thousands) 2023 2022 Depreciation and amortization of long-lived assets $ 952 $ 2,167 Impairment of goodwill and assets held for sale 56,556 7,224 Loss (gain) on asset disposals 423 (59) Change in fair value of contingent consideration — (9,587) Changes in operating assets and liabilities: Accrued contract losses 14,659 12,111 Changes in contracts in progress 3,969 (6,019) Changes in advance billings on contracts 5,656 1,783 Income taxes 176 — Purchase of property, plant and equipment (1,634) (1,896) Contract Balances The loss from discontinued operations, net of tax, totaled $104.5 million and $109.9 million during the three and nine months ended September 30, 2023, respectively. Included in the loss were $44.0 million and $40.8 million in losses from changes in estimated costs to complete twenty three loss contracts during the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, accrued liabilities and other included $11.8 million in accrued contract losses on B&W Solar loss contracts. During 2022, we determined that our B&W Solar reporting unit had projects located in the United States that existed at the time B&W Solar was acquired on September 30, 2021 that generated losses that arose due to the status of certain construction activities, existing at acquisition date, not adequately disclosed in the sales agreement and not recognized in the financial records of the seller. As a result, we recorded an increase in goodwill of $14.4 million, primarily resulting from the recognition of $14.1 million of accrued liabilities and $0.4 million of warranty accruals in conjunction with the finalization of purchase accounting as measurement period adjustments, which was finalized as of September 30, 2022. We have submitted insurance claims to recover a portion of these losses as of September 30, 2023. During 2022, additional B&W Solar projects became loss contracts, as such, we recorded $13.2 million in net losses from changes in the estimated costs to complete the additional B&W Solar loss contracts. The following represents the components of B&W Solar contracts in progress and advance billings on contracts included in discontinued operations: Changes in Contract Estimates During each of the three- and nine-month periods ended September 30, 2023 and 2022, B&W Solar recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Increases in gross profit for changes in estimates for over time contracts $ 2,917 $ — $ 5,518 $ — Decreases in gross profit for changes in estimates for over time contracts (40,948) (8,537) (45,237) (8,537) Net changes in gross profit for changes in estimates for over time contracts $ (38,031) $ (8,537) $ (39,719) $ (8,537) Contracts in progress Contract assets as of September 30, 2023 include approximately $2.0 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 and other proceedings. We believe these amounts are collectible under the applicable contracts. In addition, as of September 30, 2023, in conjunction with our normal periodic assessment relative to certain change orders previously recognized, we adjusted our estimated contract price by approximately $12.5 million due to changes in circumstances that have occurred during the three months ended September 30, 2023. As of September 30, 2023, we included approximately $3.2 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 and other proceedings. For the comparable period of September 30, 2022, unapproved change orders were not material. These transaction price adjustments, when earned, are included within contract assets or accounts receivable, net of allowance, as appropriate. We actively engage with customers to complete the final approval process and generally expect these processes to be completed within one year. Amounts ultimately realized upon final agreement by customers could be higher or lower than estimated amounts. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Our continuing operations are assessed based on three reportable market-facing segments. • Babcock & Wilcox Renewable: Cost effective technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, biomass-to-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 or district heating and replacement fossil fuels, while recovering metals and reducing emissions. • Babcock & Wilcox Environmental: A full suite of best-in-class emissions control and environmental technology solutions for utility, waste-to-energy, biomass-to-energy, carbon black, and industrial steam generation applications around the world. B&W's broad experience includes systems for cooling, ash handling, particulate control, nitrogen oxides and sulfur dioxides removal, chemical looping for carbon control, and mercury control. • Babcock & Wilcox Thermal: Steam generation equipment, aftermarket parts, construction, maintenance and field services for plants in the power generation, oil and gas, and industrial sectors. B&W has an extensive global base for installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others. An analysis of our continuing operations by segment is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Revenues: B&W Renewable segment B&W Renewable $ 37,581 $ 34,279 $ 130,879 $ 89,500 B&W Renewable Services 34,184 30,164 76,305 57,996 Volund 15,314 14,043 49,237 48,936 TOTAL 87,079 78,486 256,421 196,432 B&W Environmental segment B&W Environmental 24,706 25,773 66,518 56,759 SPIG 18,907 14,521 59,146 40,815 GMAB 2,808 4,332 8,887 13,612 TOTAL 46,421 44,626 134,551 111,186 B&W Thermal segment B&W Thermal 106,981 91,331 384,227 309,875 TOTAL 106,981 91,331 384,227 309,875 Eliminations (1,067) (2,774) (3,012) (5,999) Total Revenues $ 239,414 $ 211,669 $ 772,187 $ 611,494 At a segment level, the adjusted EBITDA presented below is consistent with the manner in which our 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, legal and settlement costs, costs related to financial consulting, research and development costs, costs and operating income from contracts in disposal, 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 September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 B&W Renewable segment - Adjusted EBITDA $ 10,147 $ 4,500 $ 19,190 $ 15,659 B&W Environmental segment - Adjusted EBITDA 5,024 3,082 10,324 5,112 B&W Thermal segment - Adjusted EBITDA 11,322 10,761 49,422 41,276 Corporate (5,630) (4,419) (16,198) (13,018) R&D expenses (897) (891) (3,097) (2,533) Interest expense (13,353) (11,402) (37,096) (33,588) Depreciation & amortization (4,610) (4,537) (14,995) (14,550) Benefit plans, net (56) 7,424 (304) 22,279 Gain on sales, net 8 7 26 106 Settlement and related legal costs — (776) 3,009 (7,215) Advisory fees for settlement costs and liquidity planning — (27) (546) (1,938) Stock compensation (397) (3,448) (5,895) (5,242) Restructuring expense and business services transition (1,285) (1,746) (3,267) (6,188) Acquisition pursuit and related costs (346) (2,574) (585) (4,768) Product development (895) (757) (3,313) (2,600) Foreign exchange (4,935) (2,007) (4,242) (3,218) Financial advisory services — (393) — (1,121) Contract disposal (4,293) 129 (8,373) (2,582) Letter of credit fees (1,961) (1,144) (5,639) (3,003) Other-net (449) 369 (768) (567) Loss before income tax (benefit) expense $ (12,606) $ (7,849) $ (22,347) $ (17,699) We do not separately identify or report assets by segment as the CODM does not consider assets by segment to be a critical measure by which performance is measured. |
REVENUE RECOGNITION AND CONTRAC
REVENUE RECOGNITION AND CONTRACTS | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION AND CONTRACTS | REVENUE RECOGNITION AND CONTRACTS Revenue Recognition We generate the vast majority of our revenues from the supply of, and aftermarket services for, steam-generating, environmental and auxiliary equipment. We also earn revenue from the supply of custom-engineered cooling systems for steam applications along with related aftermarket services. Revenue from goods and services transferred to customers at a point in time, which includes certain aftermarket parts and services, accounted for 26% and 25% of our revenue for the three months ended September 30, 2023 and 2022, and 24% and 24% of our revenue for the nine months ended September 30, 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 74% and 75% of our revenue for the three months ended September 30, 2023 and 2022, respectively, and 76% and 76% of the our revenue for the nine months ended September 30, 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. Transaction prices for our contracts may include variable consideration, which comprises items such as change orders, claims and incentives. Our management estimates variable consideration for a performance obligation utilizing estimation methods that it believes best predict the amount of consideration to which we 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 our favor, or to the extent incentives reflected in transaction prices are not earned, there could be reductions in, or reversals of, previously recognized revenue. Contract Balances The following represents the components of our contracts in progress and advance billings on contracts included in our Condensed Consolidated Balance Sheets: (in thousands) September 30, 2023 December 31, 2022 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 53,865 $ 62,662 $ (8,797) (14) % Revenues recognized less billings to customers 69,605 55,518 14,087 25 % Contracts in progress $ 123,470 $ 118,180 $ 5,290 4 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 52,170 $ 111,159 $ (58,989) (53) % Costs of revenue recognized less cost incurred 43,209 19,786 23,423 118 % Advance billings on contracts $ 95,379 $ 130,945 $ (35,566) (27) % Net contract balance $ 28,091 $ (12,765) $ 40,856 320 % Accrued contract losses $ 1,245 $ 180 $ 1,065 592 % Backlog On September 30, 2023, we had $506.8 million of remaining performance obligations relating to continuing operations, which we also refer to as total backlog. We expect to recognize approximately 40.2%, 49.9% and 9.9% of our remaining performance obligations as revenue in 2023, 2024 and thereafter, respectively. Changes in Contract Estimates During each of the three- and nine-month periods ended September 30, 2023 and 2022, we recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Increases in gross profit for changes in estimates for over time contracts $ 1,494 $ 1,690 $ 8,842 $ 11,343 Decreases in gross profit for changes in estimates for over time contracts (1,068) (1,816) (8,231) (11,467) Net changes in gross profit for changes in estimates for over time contracts $ 426 $ (126) $ 611 $ (124) Loss Contracts from Continuing Operations During the nine months ended September 30, 2023, we recorded $1.1 million in net losses from changes in estimated costs to complete seven B&W Thermal contracts in loss positions. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories for continuing operations are stated at the lower of cost or net realizable value. The components of inventories are as follows: (in thousands) September 30, 2023 December 31, 2022 Raw materials and supplies $ 94,198 $ 87,554 Work in progress 3,995 2,517 Finished goods 15,312 12,565 Total inventories $ 113,505 $ 102,636 |
PROPERTY, PLANT & EQUIPMENT, &
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES | 9 Months Ended |
Sep. 30, 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) September 30, 2023 December 31, 2022 Land $ 2,508 $ 2,481 Buildings 33,985 35,326 Machinery and equipment 153,351 151,606 Property under construction (1) 17,637 11,411 207,481 200,824 Less accumulated depreciation 146,732 140,289 Net property, plant and equipment 60,749 60,535 Finance leases 30,653 30,549 Less finance lease accumulated amortization 7,756 6,197 Net property, plant and equipment, and finance leases $ 83,646 $ 84,887 (1) Property under construction primarily pertains to the capitalization of costs incurred in the construction of three BrightLoop TM facilities |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL 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. The following summarizes the changes in the net carrying amount of goodwill attributable to continuing operations as of September 30, 2023: (in thousands) B&W B&W Environmental B&W Total Goodwill $ 75,468 $ 79,825 $ 69,587 $ 224,880 Accumulated impairment losses (49,965) (74,478) — (124,443) Balance at December 31, 2022 $ 25,503 $ 5,347 $ 69,587 $ 100,437 Currency translation adjustments (16) (6) (32) (54) Balance at September 30, 2023 $ 25,487 $ 5,341 $ 69,555 $ 100,383 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Intangible assets attributable to continuing operations are as follows: (in thousands) September 30, 2023 December 31, 2022 Definite-lived intangible assets (1) Customer relationships $ 58,202 $ 58,764 Unpatented technology 18,260 18,208 Patented technology 3,622 3,635 Trade name 13,516 13,441 All other 9,998 9,653 Gross value of definite-lived intangible assets 103,598 103,701 Customer relationships amortization (28,640) (25,349) Unpatented technology amortization (11,362) (10,013) Patented technology amortization (2,998) (2,891) Tradename amortization (6,722) (6,154) All other amortization (9,320) (9,260) Accumulated amortization (59,042) (53,667) Net definite-lived intangible assets $ 44,556 $ 50,034 Indefinite-lived intangible assets Trademarks and trade names $ 1,530 $ 1,530 Total intangible assets, net $ 46,086 $ 51,564 (1) We finalized the purchase price allocation for the B&W Renewable Service A/S acquisitions on November 30, 2022. 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. The following summarizes the changes in the carrying amount of intangible assets, net: Nine Months Ended September 30, (in thousands) 2023 2022 Balance at beginning of period $ 51,564 $ 33,215 Business acquisitions and adjustments (1) (2) — 27,412 Amortization expense (5,375) (5,148) Currency translation adjustments (103) (4,302) Balance at end of the period $ 46,086 $ 51,177 (1) During the nine months ended September 30, 2022 we were still in the process of completing the purchase price allocation associated with the B&W Renewable Service A/S, FPS and Optimus 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 as of February 1, 2023 and February 28, 2023, respectively. These allocations resulted in several measurement period adjustments during the year ended December 31, 2022 and nine months ended September 30, 2023. Amortization of intangible assets is included in Cost of operations and SG&A in our Consolidated Statement of Operations but is not allocated to our segment results. Estimated future intangible asset amortization expense as of September 30, 2023 is as follows (in thousands): Amortization Expense Year ending December 31, 2023 1,881 Year ending December 31, 2024 7,172 Year ending December 31, 2025 6,375 Year ending December 31, 2026 5,226 Year ending December 31, 2027 4,569 Thereafter 19,333 |
ACCRUED WARRANTY EXPENSE
ACCRUED WARRANTY EXPENSE | 9 Months Ended |
Sep. 30, 2023 | |
Product Warranties Disclosures [Abstract] | |
ACCRUED WARRANTY EXPENSE | ACCRUED WARRANTY EXPENSE We may offer assurance type warranties on products and services that we sell. Changes in the carrying amount of accrued warranty expense are as follows: Nine Months Ended September 30, (in thousands) 2023 2022 Balance at beginning of period $ 9,548 $ 12,925 Additions 4,546 3,410 Expirations and other changes (3,316) (3,257) Payments (2,190) (2,159) Translation and other (61) (687) Balance at end of period $ 8,527 $ 10,232 We accrue estimated expense included in Cost of operations on our Condensed Consolidated Statements of Operations to satisfy contractual warranty requirements when we recognize the associated revenues on the related contracts, or in the case of a loss contract, the full amount of the estimated warranty costs is accrued when the contract becomes a loss contract. |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | RESTRUCTURING ACTIVITIES We incurred restructuring charges (benefits) in each of the three and nine months ended September 30, 2023 and 2022. The charges (benefits) primarily consist of costs related to actions taken as part of ongoing strategic, market-focused organizational and re-branding initiatives. The following tables summarize the restructuring activity incurred by segment: Three Months Ended September 30, 2023 2022 (in thousands) Total Severance and related costs Other (1) Total Severance and related costs Other (1) B&W Renewable segment $ 567 $ 567 $ — $ 78 $ 6 $ 72 B&W Environmental segment 159 116 43 73 8 65 B&W Thermal segment 559 572 (13) 204 14 190 Corporate — — — 4 1 3 $ 1,285 $ 1,255 $ 30 $ 359 $ 29 $ 330 Nine Months Ended September 30, 2023 2022 (in thousands) Total Severance and related costs Other (1) Total Severance and related costs (benefit) Other (1) B&W Renewable segment $ 955 $ 630 $ 325 $ 865 $ 743 $ 122 B&W Environmental segment 343 117 226 176 27 149 B&W Thermal segment 1,392 575 817 484 130 354 Corporate — — — (1,174) (1,227) 53 $ 2,690 $ 1,322 $ 1,368 $ 351 $ (327) $ 678 (1) Other amounts consist primarily of relocation and other costs that are not considered as severance. Restructuring liabilities are included in Other accrued liabilities in the Condensed Consolidated Balance Sheets. Activity related to the restructuring liabilities is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Balance at beginning of period $ 2,036 $ 4,136 $ 1,615 $ 6,561 Restructuring expense 1,285 359 2,690 351 Payments (1,718) (1,943) (2,702) (4,360) Balance at end of period $ 1,603 $ 2,552 $ 1,603 $ 2,552 The payments shown above for the three and nine months ended September 30, 2023 and 2022 relate primarily to severance costs. Accrued restructuring liabilities at September 30, 2023 and 2022 relate primarily to employee termination benefits. |
PENSION PLANS AND OTHER POSTRET
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | 9 Months Ended |
Sep. 30, 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 are as follows: Pension Benefits Other Benefits Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 2023 2022 2023 2022 Interest cost $ 11,447 $ 6,685 $ 34,462 $ 19,958 $ 92 $ 49 $ 276 $ 147 Expected return on plan assets (11,709) (14,358) (35,112) (42,985) — — — — Amortization of prior service cost 53 27 158 82 173 173 519 519 Benefit plans, net (1) (209) (7,646) (492) (22,945) 265 222 795 666 Service cost included in COS (2) 146 195 435 594 4 5 12 15 Net periodic cost (benefit) $ (63) $ (7,451) $ (57) $ (22,351) $ 269 $ 227 $ 807 $ 681 (1) Benefit plans, net, which is presented separately in the 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 Condensed Consolidated Statements of Operations and is recorded at the B&W Thermal segment level. There were no mark-to-market ("MTM") adjustments for our pension and other postretirement benefit plans during the three and nine months ended September 30, 2023 and 2022. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT 8.125% Senior Notes During 2021, we completed sales of $151.2 million aggregate principal amount of our 8.125% senior notes due 2026 (“8.125% Senior Notes”) for net proceeds of approximately $146.6 million. In addition to the completed sales, we issued $35.0 million of 8.125% Senior Notes to B. Riley Financial, Inc., a related party, in exchange for a deemed prepayment of our then existing Last Out Term Loan Tranche A-3. The 8.125% Senior Notes bear interest at the rate of 8.125% per annum which is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year. The 8.125% Senior Notes mature on February 28, 2026. On March 31, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, in which we may sell to or through B. Riley Securities, Inc., from time to time, additional 8.125% Senior Notes up to an aggregate principal amount of $150.0 million. The 8.125% Senior Notes have the same terms as (other than date of issuance), form a single series of debt securities with and have the same CUSIP number and are fungible with the initial 8.125% Senior Notes issuance in 2021. 6.50% Senior Notes During 2021, we completed sales of $151.4 million aggregate principal amount of our 6.50% senior notes due in 2026 (the “6.50% Senior Notes”) for net proceeds of approximately $145.8 million. Interest on the 6.50% Senior Notes is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The 6.50% Senior Notes mature on December 31, 2026. The components of the senior notes at September 30, 2023 are as follows: Senior Notes (in thousands) 8.125% 6.50% Total Senior notes due 2026 $ 193,034 $ 151,440 $ 344,474 Unamortized deferred financing costs (3,226) (4,356) (7,582) Unamortized premium 349 — 349 Net debt balance $ 190,157 $ 147,084 $ 337,241 Revolving Debt On June 30, 2021, we entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association, as administrative agent (“PNC”) and a letter of credit agreement (the “Letter of Credit Agreement”) with PNC, pursuant to which PNC agreed to issue up to $110.0 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 our subsidiaries as guarantors, pursuant to which we are obligated to reimburse MSD and any other cash collateral provider to the extent the cash collateral provided by MSD and any other cash collateral provider to secure the Letter of Credit Agreement is drawn to satisfy draws on letters of credit (the “Reimbursement Agreement”) and collectively with the Revolving Credit Agreement and Letter of Credit Agreement, the “Debt Documents” and the facilities thereunder, the “Debt Facilities”). Our obligations under each of the Debt Facilities are guaranteed by certain of our existing and future domestic and foreign subsidiaries. B. Riley Financial, Inc. (“B. Riley”), a related party, has provided a guaranty of payment with regard to our obligations under the Reimbursement Agreement. We expect 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. At September 30, 2023, we had $26.6 million outstanding in revolving debt. For the nine months ended September 30, 2023, we had average daily borrowings of $9.1 million and a maximum daily amount outstanding of $30.6 million under the Revolving Credit Agreement. Under the Letter of Credit Agreement, usage consisted of $13.1 million financial letters of credit and of $84.0 million 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, we are 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, we are required to pay letter of credit fees on outstanding letters of credit equal to (i) letter of credit commitment fees of 3.0% and (ii) letter of credit fronting fees of 0.25%. Under each of the Revolving Credit Agreement and the Letter of Credit Agreement, we are required to pay a facility fee equal to 0.375% per annum of the unused portion of the Revolving Credit Agreement or the Letter of Credit Agreement, respectively. We are 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. We have 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 us 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 $35.0 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. We entered into an amendment to the Revolving Credit Agreement on May 9, 2023 which allowed us to exclude certain acquisition-related expenses from the calculation of EBITDA under the Revolving Credit Agreement, including for purposes of determining compliance with certain financial covenants thereunder. In connection with our entry into the Debt Documents on September 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 our 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 our obligations under the Reimbursement Agreement. Under a fee letter with B. Riley, we agreed to pay B. Riley $0.9 million per annum in connection with the B. Riley Guaranty. We entered into a reimbursement agreement with B. Riley governing our 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 we executed an amendment to our Reimbursement Agreement 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 to 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. In addition, the interest rates applicable to the Reimbursement Agreement float at a rate per annum are equal to either (i) the base rate plus 9.0% or (ii) 1 or 3-month reserve-adjusted SOFR plus 10.0%. 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, we executed an amendment to our Revolving Credit Agreement 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 December 2022, we 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, we, with certain of our subsidiaries 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 September 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, we entered into Amendment No. 3 to the Revolving Credit Agreement which allowed us to exclude certain expenses from the calculation of EBITDA under the Revolving Credit Agreement, including for purposes of determining compliance with certain financial covenants thereunder. On June 26, 2023, we entered into Amendment No. 4 to the Revolving Credit Agreement, which increased the limit of aggregate amount of all unrestricted cash and cash equivalents permitted to draw on the Amended Revolving Credit Agreement from $30.0 million to $40.0 million. On November 9, 2023, we entered into Amendment No. 3 to the Reimbursement Agreement (the “Third Amended Reimbursement Agreement”), which modified certain financial maintenance covenants for future periods beginning with the fiscal quarter ended on September 30, 2023. The Fixed Charge Coverage Ratio was amended to 1.05 to 1.0 for the fiscal quarters ending September 30, 2023 and December 31, 2023, 1.15 to 1.00 for the fiscal quarters ending March 31, 2024 and June 30, 2024, 1.05 to 1.00 for the fiscal quarter ending September 30, 2024, 1.10 to 1.00 for the fiscal quarter ending December 31, 2024, and 1.25 to 1.00 for the fiscal quarter ending March 31, 2025 and thereafter. The Senior Net Leverage Ratio condition to payment of dividends on preferred equity was amended to 1.46 to 1.00 for the fiscal quarter ending September 30, 2023, 1.30 to 1.00 for the fiscal quarter ending December 31, 2023 and 1.25 to 1.00 for all fiscal quarters thereafter. The Third Amended Reimbursement Agreement also imposes a leverage condition to the payment of dividends on preferred equity, which requires the Company to provide a quality of earnings report and pay a $1.0 million fee to MSD prior to paying a dividend for the fiscal quarter ending December 31, 2023. The Third Amended Reimbursement Agreement also amends the minimum cash flow covenants set forth in the Reimbursement Agreement to $10.0 million for the fiscal quarter ending December 31, 2023 and $25.0 million for the fiscal year 2024 and each fiscal year thereafter. The interest rates applicable to the Third Amended Reimbursement Agreement float at a rate per annum are equal to SOFR plus 10% through December 31, 2023, SOFR plus 11% from January 1, 2024 through June 30, 2024 and will increase by 50 basis points as of the first day of each fiscal quarter thereafter. The size of the Cash Collateral Facility under the Third Amended Reimbursement Agreement will step down to $100.0 million following the receipt of the PNC consent (as defined in the Third Amended Reimbursement Agreement), and will step down further to $90.0 million upon reduction in outstanding letters of credit to $90.0 million or less. On November 9, 2023, we also entered into a letter agreement with a third party financial institution, pursuant to which it agreed to refinance our Debt Facilities (the "Refinance"). The Refinance is intended to reduce our interest expense in the future. Accordingly, at September 30, 2023, we are in compliance with all financial covenants in the Debt Documents. Letters of Credit, Bank Guarantees and Surety Bonds Certain of our subsidiaries, that are primarily outside of the United States, have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity. The aggregate value of all such letters of credit and bank guarantees outside of the Company's Letter of Credit Agreement as of September 30, 2023, was $52.7 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 $31.6 million as of September 30, 2023. Of the outstanding letters of credit issued under the Letter of Credit Agreement, $61.8 million are subject to foreign currency revaluation. We have posted surety bonds to support contractual obligations to customers relating to certain contracts. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. These bonds generally indemnify customers should we fail to perform our obligations under our applicable contracts. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds the underwriters issue in support of some of our contracting activity. As of September 30, 2023, bonds issued and outstanding under these arrangements in support of our contracts totaled approximately $146.4 million. The aggregate value of the letters of credit backstopping surety bonds was $12.2 million. Our ability to obtain and maintain sufficient capacity under our current debt facilities is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, our ability to support contract security requirements in the future will be diminished. Other Indebtedness - Loans Payable |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | PREFERRED STOCK In May 2021, we completed a public offering of our 7.75% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock") pursuant to an underwriting agreement (the “Underwriting Agreement”) between us and B. Riley Securities, Inc. At the closing, we issued to the public 4,444,700 shares of our Preferred Stock, at an offering price of $25.00 per share for net proceeds of approximately $106.4 million after deducting underwriting discounts and commissions (but before expenses). The Preferred Stock has a par value of $0.01 per share and is perpetual and has no maturity date. The Preferred Stock has a cumulative cash dividend, when and as if declared by our Board of Directors, at a rate of 7.75% per year on the liquidation preference amount of $25.00 per share and payable quarterly in arrears. On June 1, 2021, we entered into an agreement (the “Exchange Agreement”) and B. Riley, a related party, pursuant to which we (i) issued B. Riley 2,916,880 shares of our Preferred Stock, representing an exchange price of $25.00 per share and paid $0.4 million in cash, and (ii) paid $0.9 million in cash to B. Riley for accrued interest due, in exchange for a deemed prepayment of $73.3 million of our then existing term loans with B. Riley under the Company’s prior A&R Credit Agreement. On July 7, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, in connection with the offer and to or through B. Riley Securities, Inc., from time to time, additional shares of Preferred Stock up to an aggregate amount of $76.0 million of Preferred Stock. The Preferred Stock will have the same terms and have the same CUSIP number and be fungible with, the Preferred Stock issued during May 2021. During 2021, we sold 307,237 shares, or $7.7 million aggregate principal amount of Preferred Stock for $7.7 million net proceeds, under this sales agreement. The Preferred Stock ranks, as to dividend rights and rights as to the distribution of assets upon our liquidation, dissolution or winding-up: (1) senior to all classes or series of our common stock and to all other capital stock issued by it expressly designated as ranking junior to the Preferred Stock; (2) on parity with any future class or series of our capital stock expressly designated as ranking on parity with the Preferred Stock; (3) junior to any future class or series of our capital stock expressly designated as ranking senior to the Preferred Stock; and (4) junior to all of our existing and future indebtedness. The Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. We will pay cumulative cash dividends on the Preferred Stock when, and if, declared by our Board of Directors, only out of funds legally available for payment of dividends. Dividends on the Preferred Stock will accrue on the stated amount of $25.00 per share of the Preferred Stock at a rate per annum equal to 7.75% (equivalent to $1.9375 per year), payable quarterly in arrears. Dividends on the Preferred Stock declared by our Board of Directors will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. During the nine months ending September 30, 2023, our Board of Directors approved dividends tota ling $11.1 million t o holders of the Preferred Stock . There were no cumulative undeclared dividends of the Preferred Stock at September 30, 2023, all declared dividends have been paid as of October 2, 2023. On May 19, 2022, our stockholders, upon the recommendation of our Board of Directors, approved an amendment to the Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan. The Plan Amendment became effective upon such stockholder approval. The Plan Amendment increased the total number of shares of our common stock authorized for award grants under the 2021 Plan from 1,250,000 shares to 5,250,000 shares. The 2021 Plan replaced our Amended and Restated 2015 Long-Term Incentive Plan. In addition to the 5,250,000 shares available for award grant purposes under the 2021 Plan as described above, any shares of our common stock underlying any outstanding award granted under the 2015 Plan that, following May 20, 2021, expires, or is terminated, surrendered, or forfeited for any reason without issuance of such shares shall also be available for the grant of new awards under the 2021 Plan. On February 12, 2021, we completed a public offering of our common stock pursuant to an underwriting agreement (the “Underwriting Agreement”) dated February 9, 2021, between us and B. Riley Securities, Inc., as representative of the several underwriters (the “Underwriters”). At the closing, we issued to the public 29,487,180 shares of our common stock for gross proceeds of approximately $172.5 million. We received approximately $163.0 million in net proceeds after deducting underwriting discounts and commissions, but before expenses. |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
COMMON STOCK | PREFERRED STOCK In May 2021, we completed a public offering of our 7.75% Series A Cumulative Perpetual Preferred Stock (the "Preferred Stock") pursuant to an underwriting agreement (the “Underwriting Agreement”) between us and B. Riley Securities, Inc. At the closing, we issued to the public 4,444,700 shares of our Preferred Stock, at an offering price of $25.00 per share for net proceeds of approximately $106.4 million after deducting underwriting discounts and commissions (but before expenses). The Preferred Stock has a par value of $0.01 per share and is perpetual and has no maturity date. The Preferred Stock has a cumulative cash dividend, when and as if declared by our Board of Directors, at a rate of 7.75% per year on the liquidation preference amount of $25.00 per share and payable quarterly in arrears. On June 1, 2021, we entered into an agreement (the “Exchange Agreement”) and B. Riley, a related party, pursuant to which we (i) issued B. Riley 2,916,880 shares of our Preferred Stock, representing an exchange price of $25.00 per share and paid $0.4 million in cash, and (ii) paid $0.9 million in cash to B. Riley for accrued interest due, in exchange for a deemed prepayment of $73.3 million of our then existing term loans with B. Riley under the Company’s prior A&R Credit Agreement. On July 7, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, in connection with the offer and to or through B. Riley Securities, Inc., from time to time, additional shares of Preferred Stock up to an aggregate amount of $76.0 million of Preferred Stock. The Preferred Stock will have the same terms and have the same CUSIP number and be fungible with, the Preferred Stock issued during May 2021. During 2021, we sold 307,237 shares, or $7.7 million aggregate principal amount of Preferred Stock for $7.7 million net proceeds, under this sales agreement. The Preferred Stock ranks, as to dividend rights and rights as to the distribution of assets upon our liquidation, dissolution or winding-up: (1) senior to all classes or series of our common stock and to all other capital stock issued by it expressly designated as ranking junior to the Preferred Stock; (2) on parity with any future class or series of our capital stock expressly designated as ranking on parity with the Preferred Stock; (3) junior to any future class or series of our capital stock expressly designated as ranking senior to the Preferred Stock; and (4) junior to all of our existing and future indebtedness. The Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. We will pay cumulative cash dividends on the Preferred Stock when, and if, declared by our Board of Directors, only out of funds legally available for payment of dividends. Dividends on the Preferred Stock will accrue on the stated amount of $25.00 per share of the Preferred Stock at a rate per annum equal to 7.75% (equivalent to $1.9375 per year), payable quarterly in arrears. Dividends on the Preferred Stock declared by our Board of Directors will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. During the nine months ending September 30, 2023, our Board of Directors approved dividends tota ling $11.1 million t o holders of the Preferred Stock . There were no cumulative undeclared dividends of the Preferred Stock at September 30, 2023, all declared dividends have been paid as of October 2, 2023. On May 19, 2022, our stockholders, upon the recommendation of our Board of Directors, approved an amendment to the Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan. The Plan Amendment became effective upon such stockholder approval. The Plan Amendment increased the total number of shares of our common stock authorized for award grants under the 2021 Plan from 1,250,000 shares to 5,250,000 shares. The 2021 Plan replaced our Amended and Restated 2015 Long-Term Incentive Plan. In addition to the 5,250,000 shares available for award grant purposes under the 2021 Plan as described above, any shares of our common stock underlying any outstanding award granted under the 2015 Plan that, following May 20, 2021, expires, or is terminated, surrendered, or forfeited for any reason without issuance of such shares shall also be available for the grant of new awards under the 2021 Plan. On February 12, 2021, we completed a public offering of our common stock pursuant to an underwriting agreement (the “Underwriting Agreement”) dated February 9, 2021, between us and B. Riley Securities, Inc., as representative of the several underwriters (the “Underwriters”). At the closing, we issued to the public 29,487,180 shares of our common stock for gross proceeds of approximately $172.5 million. We received approximately $163.0 million in net proceeds after deducting underwriting discounts and commissions, but before expenses. |
INTEREST EXPENSE AND SUPPLEMENT
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION | INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION Interest expense in the Condensed Consolidated Financial Statements consisted of the following components: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Components associated with borrowings from: Senior notes $ 6,414 $ 6,385 $ 19,167 $ 18,715 U.S. Revolving Credit Facility $ 505 — 505 — 6,919 6,385 19,672 18,715 Components associated with amortization or accretion of: Revolving Credit Agreement 1,104 1,237 3,252 3,465 Senior notes 638 657 1,887 1,950 1,742 1,894 5,139 5,415 Components associated with interest from: Lease liabilities 914 707 2,235 2,112 Other interest expense 3,841 2,112 10,202 6,447 4,755 2,819 12,437 8,559 Total interest expense $ 13,416 $ 11,098 $ 37,248 $ 32,689 The following table provides a reconciliation of Cash, cash equivalents and Short-term and Long-term restricted cash reporting within the Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows: (in thousands) September 30, 2023 December 31, 2022 Held by foreign entities $ 36,712 $ 46,640 Held by U.S. entities 11,657 29,598 Cash and cash equivalents 48,369 76,238 Reinsurance reserve requirements 608 447 Project indemnity collateral (1) — 5,723 Bank guarantee collateral 1,743 2,072 Letters of credit collateral (2) 11,205 11,193 Hold-back for acquisition purchase price (3) 2,950 5,900 Escrow for long-term project 231 11,397 Current and Long-term restricted cash and cash equivalents 16,737 36,732 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 65,106 $ 112,970 (1) We released $5.7 million in project indemnity restricted cash collateral for a letter of credit agreement during the first nine months of 2023. (2) We paid an additional $10.0 million in December, 2022 for letter of credit collateral which is reflected in Long-term restricted cash on the Condensed Consolidated Balance Sheets. The remainder of the letters of credit are reflected within Restricted cash and cash equivalents. (3) The purchase price for 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 Condensed Consolidated Balance Sheets. As of September 30, 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 until February 2024 if the conditions are met. The following cash activity is presented as a supplement to the Condensed Consolidated Statements of Cash Flows and is included in Net cash used in operating activities: Nine Months Ended September 30, (in thousands) 2023 2022 Income tax payments, net $ 4,642 $ 2,693 Interest payments - 8.125% Senior Notes due 2026 $ 11,763 $ 11,444 Interest payments - 6.50% Senior Notes due 2026 4,922 7,848 Total cash paid for interest $ 16,685 $ 19,292 |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | PROVISION FOR INCOME TAXES In the three months ended September 30, 2023, income tax benefit from continuing operations was $(0.3) million, resulting in an effective tax rate of 2.6%. In the three months ended September 30, 2022, income tax expense from continuing operations was $4.9 million, resulting in an effective tax rate of (62.5)%. In the nine months ended September 30, 2023, income tax expense from continuing operations was $2.0 million, resulting in an effective tax rate of (9.0)% In the nine months ended September 30, 2022, income tax expense from continuing operations was $4.8 million resulting in an effective tax rate of (27.0)%. Our effective tax rate for the three and nine months ended September 30, 2023 is not reflective of the U.S. statutory rate due to valuation allowances against certain net deferred tax assets and discrete items. We have unfavorable discrete items relating to continuing operations of $0.8 million and $0.5 million for the three and nine months ended September 30, 2023, which primarily represent withholding taxes and return-to-accrual adjustments. We had unfavorable discrete items relating to continuing operations of $0.7 million and $1.2 million for the three and nine months ended September 30, 2022, which primarily represented withholding taxes. We are subject to federal income tax in the United States and numerous countries that have statutory tax rates different than the United States federal statutory rate of 21%. The most significant of these foreign operations are located in Canada, Denmark, Germany, Italy, Mexico, Sweden, and the United Kingdom, with effective tax rates ranging between approximately 19% and 30%. We provide for income taxes based on the tax laws and rates in the jurisdictions where we conduct operations. These jurisdictions may have regimes of taxation that vary in both nominal rates and the basis on which these rates are applied. Our consolidated effective income tax rate can vary from period to period due to these foreign income tax rate variations, changes in the jurisdictional mix of our income, and valuation allowances. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 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 we filed a motion to dismiss, and on December 14, 2020 the court issued its order dismissing the fraud and negligent misrepresentation claims. On January 11, 2021, we filed an answer and a counterclaim for breach of contract, seeking damages in excess of $2.9 million. On November 30, 2022, we and Glatfelter each filed cross-motions for summary judgment. On June 21, 2023, the court granted our motion in part, dismissing Glatfelter’s promissory estoppel and unjust enrichment claims, dismissing Babcock & Wilcox Enterprises, Inc. entirely (Glatfelter's remaining claim is asserted against The Babcock & Wilcox Company), and finding that Plaintiffs’ claims for damages will be subject to the contractual cap on liability (defined as the $11.7 million purchase price, subject to certain adjustments), and denied Glatfelter’s motion for summary judgment. The case is set for trial in February 2024. We intend to continue to vigorously litigate the action. However, given the uncertainty inherent in the litigation, it is too early to determine if the outcome of the Glatfelter Litigation will have a material adverse impact on our condensed 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 our directors (current and former), executives and significant stockholders (collectively, “Defendants”) and B&W (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 B&W 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 B&W. Of the total settlement amount, B&W 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 our shareholders, 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 B&W 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 B&W. On July 14, 2023, the Court issued an order approving the settlement as fair and reasonable and in the best interests of the Plaintiff, the certified class, B&W, and our stockholders and entered the order and final judgment dismissing the case with prejudice. The settlement resolved 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. Russian Invasion of Ukraine We do not currently have contracts directly with Russian entities or businesses and currently do not conduct business in Russia directly. We believe that our only involvement with Russia, or Russian entities, involves sales of products with a trade receivable in the amount of approximately $3.1 million by a wholly-owned Italian subsidiary to non-Russian counterparties who may resell our products to Russian entities or perform services in Russia using our products. We have 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 our subsidiary’s rights and responsibilities under the contracts and could result in potential losses. Other Due to the nature of our business, from time to time, we are involved in routine litigation or subject to disputes or claims related to our business activities, including, among other things: performance or warranty-related matters under our customer and supplier contracts and other business arrangements; and workers' compensation, premises liability and other claims. Based on prior experience, except as disclosed above, we do not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on our condensed consolidated financial condition, results of operations or cash flows. |
COMPREHENSIVE LOSS
COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
COMPREHENSIVE LOSS | COMPREHENSIVE LOSS 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 — 4,592 Reclassification of AOCI to net loss — 223 223 Net other comprehensive income 4,592 223 4,815 Balance at March 31, 2023 $ (65,741) $ (2,230) $ (67,971) Other comprehensive income before reclassifications 3,527 — 3,527 Reclassification of AOCI to net loss — 222 222 Net other comprehensive income 3,527 222 3,749 Balance at June 30, 2023 $ (62,214) $ (2,008) $ (64,222) Other comprehensive loss before reclassifications $ (8,669) $ — $ (8,669) Amounts reclassified from AOCI to net loss $ 223 $ 223 Net other comprehensive loss (8,669) 223 (8,446) Balance at September 30, 2023 $ (70,883) $ (1,785) $ (72,668) (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 — 593 593 Net other comprehensive loss (4,285) 593 (3,692) Balance at March 31, 2022 $ (59,784) $ (2,730) $ (62,514) Other comprehensive loss before reclassifications (6,634) — (6,634) Reclassified from AOCI to net loss — (198) (198) Net other comprehensive loss (6,634) (198) (6,832) Balance at June 30, 2022 $ (66,418) $ (2,928) $ (69,346) Other comprehensive loss before reclassifications $ (13,344) $ — $ (13,344) Amounts reclassified from AOCI to net loss — 198 198 Net other comprehensive loss (13,344) 198 (13,146) Balance at September 30, 2022 $ (79,762) $ (2,730) $ (82,492) The amounts reclassified out of AOCI by component and the affected Condensed Consolidated Statements of Operations line items are as follows (in thousands): AOCI component Line items in the Condensed Consolidated Statements of Operations affected by reclassifications from AOCI Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Pension and post retirement adjustments, net of tax Benefit plans, net 223 198 668 593 Net (loss) income $ 223 $ 198 $ 668 $ 593 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by the FASB Topic, Fair Value Measurements and Disclosures ). Available-For-Sale Securities Investments in available-for-sale securities are presented in Other assets on the Condensed Consolidated Balance Sheets with contractual maturities ranging from 0 to 5 years. (in thousands) Available-for-sale securities September 30, 2023 Level 1 Level 2 Corporate notes and bonds $ 3,292 $ 3,292 $ — Mutual funds 2 — 2 United States Government and agency securities 3,614 3,614 — Total fair value of available-for-sale securities $ 6,908 $ 6,906 $ 2 (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 Senior Notes See Note 13 above for a discussion of the our senior notes. The fair value of the senior notes is based on readily available quoted market prices as of September 30, 2023. (in thousands) September 30, 2023 Senior Notes Carrying Value Estimated Fair Value 8.125% Senior Notes due 2026 ('BWSN') $ 193,034 $ 183,383 6.50% Senior Notes due 2026 ('BWNB') $ 151,440 $ 126,301 Other Financial Instruments We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments: • Cash and cash equivalents and restricted cash and cash equivalents . The carrying amounts that have been 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 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS We believe transactions with related parties were conducted on terms equivalent to those prevailing in an arm's length transaction. Transactions with B. Riley Based on its Schedule 13D filings with the SEC, B. Riley beneficially owns approxim ately 30.5% of the Company's outstanding common stock as of September 30, 2023. As described in Note 18, on July 14, 2023, after pursuing private mediation, the parties to the Stockholder Litigation reached a settlement agreement which was approved by the court totaling a $9.5 million settlement amount, we paid $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 our shareholders, excluding any Defendant in the Stockholder Litigation. 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 our common stock at a price per share of $0.01 pursuant to the terms of the warrant agreement between us and B. Riley dated July 23, 2019 . On July 28, 2022, we participated in the sale process of Hamon Holdings Corporation ("Hamon") for which B. Riley Securities, Inc., a related party , 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. We were a 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. We entered into an agreement with BRPI Executive Consulting, LLC, an affiliate of B. Riley, on November 19, 2018 and amended the agreement on November 9, 2020 to retain the services of Mr. Kenny Young, to serve as our Chief Executive Officer until December 31, 2023, unless terminated by either party with thirty days written notice. Under this agreement, payments are $0.75 million per annum, paid monthly. Subject to the achievement of certain performance objectives as determined by the Compensation Committee of our Board of Directors, a bonus or bonuses may also be earned and payable to BRPI Executive Consulting, LLC. Total fees associated with B. Riley related to the services of Mr. Kenny Young were $0.2 million and $0.6 million for the three and nine months ended September 30, 2023 and 2022, respectively. The public offering of our 8.125% Senior Notes in February 2021, as described in Note 13, was conducted pursuant to an underwriting agreement dated February 10, 2021, between us and B. Riley Securities, Inc., an affiliate of B. Riley, as representative of several underwriters. At the closing date on February 12, 2021, we paid B. Riley Securities, Inc. $5.2 million for underwriting fees and other transaction costs related to the 8.125% Senior Notes offering. The public offering of our common stock, as described in Note 15, was conducted pursuant to an underwriting agreement dated February 9, 2021, between us and B. Riley Securities, Inc., as representative of the several underwriters. Also on February 12, 2021, we paid B. Riley Securities, Inc. $9.5 million for underwriting fees and other transaction costs related to the offering. On February 12, 2021, we and B. Riley entered into the Exchange Agreement pursuant to which we agreed to issue to B. Riley $35.0 million aggregate principal amount of 8.125% Senior Notes in exchange for a deemed prepayment of $35.0 million of our existing Tranche A term loan with B. Riley Financial in the Exchange , as described in Note 13 . On March 31, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, pursuant to which we may sell, from time to time, up to an aggregated principal amount of $150.0 million of 8.125% Senior N otes due 2026 to or through B. Riley Securities, Inc., as described in Note 13 . W e paid B. Riley Securities, Inc. $0.6 million for underwriting fees and other transaction costs related to the offering. The public offering of our 7.75% Series A Cumulative Perpetual Preferred Stock, as described in Note 14, was conducted pursuant to an underwriting agreement dated May 4, 2021, between us and B. Riley Securities, Inc., as representative of several underwriters. At the closing date in May 2021, we paid B. Riley Securities, Inc. $4.3 million for underwriting fees and other transaction cost related to the Preferred Stock offering. On May 26, 2021, we completed the additional sale of 444,700 shares of our Preferred Stock, related to the grant to the underwriters, as described i n Note 14, and paid B. Riley Securities, Inc. $0.4 million for underwriting fees in conjunction with the transaction. On June 1, 2021, we issued 2,916,880 shares of our 7.75% Series A Cumulative Perpetual Preferred Stock and paid $0.4 million in cash due to B. Riley, a related party, in exchange for a deemed prepayment of $73.3 million of our then existing Last Out Term Loans and paid $0.9 million in cash for accrued interest, as described in Note 14. On June 30, 2021, we entered into new Debt Facilities, as described in Note 13 . In connection with the entry into the Debt Facilities, B. Riley Financial, Inc., an affiliate of B. Riley, has provided a guaranty of payment with regard to our obligations under the Reimbursement Agreement, as described in Note 13 . Under a fee letter with B. Riley, we are obligated to pay B. Riley $0.9 million per annum in connection with the B. Riley Guaranty. On July 7, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, pursuant to which we may sell, from time to time, up to an aggregated principal amount of $76.0 million of Preferred Stock to or through B. Riley Securities, Inc., as described in Note 14 . We paid B. Riley Securities, Inc. $0.2 million for underwriting fees and other transaction costs related to the offering. The public offering of our 6.50% Senior Notes in December 2021, as described in Note 13, was conducted pursuant to an underwriting agreement dated December 8, 2021, between us and B. Riley Securities, Inc., an affiliate of B. Riley, as representative of several underwriters. At the closing date on December 13, 2021, we paid B. Riley Securities, Inc. $5.5 million for underwriting fees and other transaction cost related to the 6.50% Senior Notes offering. On December 17, 2021, B. Riley Financial, Inc. entered into a General Agreement of Indemnity (the "Indemnity Agreement"), between us and AXA-XL [and or] its affiliated associated and subsidiary companies (collectively the “Surety”). Pursuant to the terms of the Indemnity Agreement, B. Riley will indemnify the Surety for losses the Surety may incur as a result of providing a payment and performance bond in an aggregate amount not to exceed €30.0 million in connection with our proposed performance on a specified project. In consideration of B. Riley's execution of the Indemnity Agreement we paid B. Riley a fee of $1.7 million following the issuance of the bond by the Surety, which represents approximately 5.0% of the bonded obligations, to be amortized over the term of the agreement. On December 28, 2021, we received a notice that the underwriters of the 6.50% Senior Notes had elected to exercise their overallotment option for an additional $11.4 million in aggregate principal amount of the Senior Notes. At the closing date on December 30, 2021, we paid B. Riley Securities, Inc. $0.5 million for underwriting fees and other transaction costs related to the 6.50% Senior Notes overallotment. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Acquisitions Fossil Power Systems On February 1, 2022, we acquired 100% ownership of FPS for approximately $59.2 million. The consideration paid included a hold-back of $5.9 million, payable twenty-four months from the date of the acquisition if certain conditions of the purchase agreement are met and is recorded on the 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 nine months ended September 30, 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 B&W Thermal segment. We finalized the fair values during the first quarter of 2023 using the discounted cash flow method for the assets acquired and liabilities assumed. Optimus Industries On February 28, 2022, we acquired 100% ownership of Optimus for approximately $19.2 million. Optimus 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 is reported as part of the B&W Thermal segment. We finalized the fair values during the first quarter of 2023 using the discounted cash flow method for the assets acquired and liabilities assumed. Hamon Holdings Corporation Industries On July 28, 2022, we acquired certain assets of Hamon Holdings Corporation ("Hamon Holdings") through a competitive sale process, in connection with B. Riley Securities, Inc., a related party. B. Riley Securities, Inc. 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 FPS and Optimus are detailed in following tables. FPS (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 purchase price allocation was final as of March 31, 2023. Optimus (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 acquisition, goodwill represents Optimus' ability to significantly expand future customer relationships which are not in place today and recognize general cost synergies. (2) The purchase price allocation was final as of March 31, 2023. Intangible assets are included in other assets above and consists of the following: FPS Optimus 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, we sold development rights related to a future renewable energy project for $8.0 million. In conjunction with the sale, we recognized a $6.2 million gain on sale. We recorded $5.1 million in outstanding receivables related to the transaction within accounts receivable – other in our Condensed Consolidated Balance Sheets at September 30, 2023. |
NEW ACCOUNTING PRONOUNCEMENTS A
NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS | NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS We adopted the following accounting standards during the first nine 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). 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. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
New accounting standards | We adopted the following accounting standards during the first nine 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). 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) | 9 Months Ended |
Sep. 30, 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 per share of our common stock, net of non-controlling interest and dividends on preferred stock: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share amounts) 2023 2022 2023 2022 Loss from continuing operations $ (12,275) $ (12,751) $ (24,367) $ (22,476) Net loss (income) attributable to non-controlling interest (124) 2,800 (221) 3,647 Less: Dividend on Series A preferred stock 3,714 3,715 11,144 11,145 Loss from continuing operations attributable to stockholders of common stock (16,113) (13,666) (35,732) (29,974) Loss from discontinued operations, net of tax (104,485) (7,815) (109,880) (9,768) Net loss attributable to stockholders of common stock $ (120,598) $ (21,481) $ (145,612) $ (39,742) Weighted average shares used to calculate basic and diluted loss per share 89,125 88,321 88,882 88,115 Basic and diluted loss per share: Continuing operations $ (0.18) $ (0.15) $ (0.40) $ (0.34) Discontinued operations $ (1.17) $ (0.09) $ (1.24) $ (0.11) Basic and diluted loss per share $ (1.35) $ (0.24) $ (1.64) $ (0.45) |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table summarizes the operating results of the disposal group included in discontinued operations on our Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Revenues $ (4,709) $ 3,201 $ 24,952 $ 28,444 Cost of operations 35,377 11,817 65,682 34,264 General and administrative expenses (1) 7,646 (8,226) 11,997 (3,622) Restructuring expenses 50 — 50 — Loss (Gain) on asset disposals, net (98) (21) 255 (59) Goodwill impairment 56,556 7,224 56,556 7,224 Total costs and expenses 99,531 10,794 134,540 37,807 Operating loss (104,240) (7,593) (109,588) (9,363) Interest expense (61) (222) (67) (560) Interest income — — — 162 Other-net (8) — (49) (7) Total other expense (69) (222) (116) (405) Loss from discontinued operations before tax (104,309) (7,815) (109,704) (9,768) Income tax provision (176) — (176) — Loss from discontinued operations, net of tax $ (104,485) $ (7,815) $ (109,880) $ (9,768) (1) General and administrative expenses in 2022 includes $9.6 million related to the change in fair value of contingent consideration. (in thousands) September 30, 2023 December 31, 2022 Cash $ 26 $ 490 Contracts in progress 13,408 16,759 Accounts receivable - Trade 6,052 4,111 Other assets, net 113 2 Total Current Assets 19,599 21,362 Net Property, Plant and equipment, and finance lease 2,453 1,476 Intangible assets, net 7,833 8,729 Goodwill — 56,556 Deferred income taxes — 176 Right-of-use assets — $ 1,076 Total Noncurrent assets 10,286 68,013 Total assets of disposal group $ 29,885 $ 89,375 Loans payable, current $ 484 $ — Operating lease liabilities, current 129 97 Accounts payable 22,915 7,938 Accrued employee benefits 219 24 Advance billings on contracts 8,140 2,484 Other current liabilities 17,306 14,208 Total current liabilities 49,193 24,751 Loans payable, net of current portion 1,314 464 Noncurrent operating lease liabilities 139 995 Other noncurrent liabilities — 4,192 Total Noncurrent liabilities 1,453 5,651 Total liabilities of disposal group $ 50,646 $ 30,402 Reported as: Current assets of discontinued operations $ 29,885 $ 21,362 Noncurrent assets of discontinued operations — 68,013 Total assets of discontinued operations $ 29,885 $ 89,375 Current liabilities of discontinued operations $ 50,646 $ 24,751 Noncurrent liabilities of discontinued operations — 5,651 Total liabilities of discontinued operations $ 50,646 $ 30,402 The significant components included in our Condensed Consolidated Statements of Cash Flows for the discontinued operations are as follows: Nine Months Ended September 30, (in thousands) 2023 2022 Depreciation and amortization of long-lived assets $ 952 $ 2,167 Impairment of goodwill and assets held for sale 56,556 7,224 Loss (gain) on asset disposals 423 (59) Change in fair value of contingent consideration — (9,587) Changes in operating assets and liabilities: Accrued contract losses 14,659 12,111 Changes in contracts in progress 3,969 (6,019) Changes in advance billings on contracts 5,656 1,783 Income taxes 176 — Purchase of property, plant and equipment (1,634) (1,896) |
Schedule of Recognized Changes in Estimated Gross Profit | During each of the three- and nine-month periods ended September 30, 2023 and 2022, B&W Solar recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Increases in gross profit for changes in estimates for over time contracts $ 2,917 $ — $ 5,518 $ — Decreases in gross profit for changes in estimates for over time contracts (40,948) (8,537) (45,237) (8,537) Net changes in gross profit for changes in estimates for over time contracts $ (38,031) $ (8,537) $ (39,719) $ (8,537) During each of the three- and nine-month periods ended September 30, 2023 and 2022, we recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Increases in gross profit for changes in estimates for over time contracts $ 1,494 $ 1,690 $ 8,842 $ 11,343 Decreases in gross profit for changes in estimates for over time contracts (1,068) (1,816) (8,231) (11,467) Net changes in gross profit for changes in estimates for over time contracts $ 426 $ (126) $ 611 $ (124) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | An analysis of our continuing operations by segment is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Revenues: B&W Renewable segment B&W Renewable $ 37,581 $ 34,279 $ 130,879 $ 89,500 B&W Renewable Services 34,184 30,164 76,305 57,996 Volund 15,314 14,043 49,237 48,936 TOTAL 87,079 78,486 256,421 196,432 B&W Environmental segment B&W Environmental 24,706 25,773 66,518 56,759 SPIG 18,907 14,521 59,146 40,815 GMAB 2,808 4,332 8,887 13,612 TOTAL 46,421 44,626 134,551 111,186 B&W Thermal segment B&W Thermal 106,981 91,331 384,227 309,875 TOTAL 106,981 91,331 384,227 309,875 Eliminations (1,067) (2,774) (3,012) (5,999) Total Revenues $ 239,414 $ 211,669 $ 772,187 $ 611,494 |
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 September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 B&W Renewable segment - Adjusted EBITDA $ 10,147 $ 4,500 $ 19,190 $ 15,659 B&W Environmental segment - Adjusted EBITDA 5,024 3,082 10,324 5,112 B&W Thermal segment - Adjusted EBITDA 11,322 10,761 49,422 41,276 Corporate (5,630) (4,419) (16,198) (13,018) R&D expenses (897) (891) (3,097) (2,533) Interest expense (13,353) (11,402) (37,096) (33,588) Depreciation & amortization (4,610) (4,537) (14,995) (14,550) Benefit plans, net (56) 7,424 (304) 22,279 Gain on sales, net 8 7 26 106 Settlement and related legal costs — (776) 3,009 (7,215) Advisory fees for settlement costs and liquidity planning — (27) (546) (1,938) Stock compensation (397) (3,448) (5,895) (5,242) Restructuring expense and business services transition (1,285) (1,746) (3,267) (6,188) Acquisition pursuit and related costs (346) (2,574) (585) (4,768) Product development (895) (757) (3,313) (2,600) Foreign exchange (4,935) (2,007) (4,242) (3,218) Financial advisory services — (393) — (1,121) Contract disposal (4,293) 129 (8,373) (2,582) Letter of credit fees (1,961) (1,144) (5,639) (3,003) Other-net (449) 369 (768) (567) Loss before income tax (benefit) expense $ (12,606) $ (7,849) $ (22,347) $ (17,699) |
REVENUE RECOGNITION AND CONTR_2
REVENUE RECOGNITION AND CONTRACTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contracts in Progress and Advance Billings on Contracts | The following represents the components of our contracts in progress and advance billings on contracts included in our Condensed Consolidated Balance Sheets: (in thousands) September 30, 2023 December 31, 2022 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 53,865 $ 62,662 $ (8,797) (14) % Revenues recognized less billings to customers 69,605 55,518 14,087 25 % Contracts in progress $ 123,470 $ 118,180 $ 5,290 4 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 52,170 $ 111,159 $ (58,989) (53) % Costs of revenue recognized less cost incurred 43,209 19,786 23,423 118 % Advance billings on contracts $ 95,379 $ 130,945 $ (35,566) (27) % Net contract balance $ 28,091 $ (12,765) $ 40,856 320 % Accrued contract losses $ 1,245 $ 180 $ 1,065 592 % |
Schedule of Recognized Changes in Estimated Gross Profit | During each of the three- and nine-month periods ended September 30, 2023 and 2022, B&W Solar recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Increases in gross profit for changes in estimates for over time contracts $ 2,917 $ — $ 5,518 $ — Decreases in gross profit for changes in estimates for over time contracts (40,948) (8,537) (45,237) (8,537) Net changes in gross profit for changes in estimates for over time contracts $ (38,031) $ (8,537) $ (39,719) $ (8,537) During each of the three- and nine-month periods ended September 30, 2023 and 2022, we recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Increases in gross profit for changes in estimates for over time contracts $ 1,494 $ 1,690 $ 8,842 $ 11,343 Decreases in gross profit for changes in estimates for over time contracts (1,068) (1,816) (8,231) (11,467) Net changes in gross profit for changes in estimates for over time contracts $ 426 $ (126) $ 611 $ (124) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows: (in thousands) September 30, 2023 December 31, 2022 Raw materials and supplies $ 94,198 $ 87,554 Work in progress 3,995 2,517 Finished goods 15,312 12,565 Total inventories $ 113,505 $ 102,636 |
PROPERTY, PLANT & EQUIPMENT, _2
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment less accumulated depreciation is as follows: (in thousands) September 30, 2023 December 31, 2022 Land $ 2,508 $ 2,481 Buildings 33,985 35,326 Machinery and equipment 153,351 151,606 Property under construction (1) 17,637 11,411 207,481 200,824 Less accumulated depreciation 146,732 140,289 Net property, plant and equipment 60,749 60,535 Finance leases 30,653 30,549 Less finance lease accumulated amortization 7,756 6,197 Net property, plant and equipment, and finance leases $ 83,646 $ 84,887 (1) Property under construction primarily pertains to the capitalization of costs incurred in the construction of three BrightLoop TM facilities |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following summarizes the changes in the net carrying amount of goodwill attributable to continuing operations as of September 30, 2023: (in thousands) B&W B&W Environmental B&W Total Goodwill $ 75,468 $ 79,825 $ 69,587 $ 224,880 Accumulated impairment losses (49,965) (74,478) — (124,443) Balance at December 31, 2022 $ 25,503 $ 5,347 $ 69,587 $ 100,437 Currency translation adjustments (16) (6) (32) (54) Balance at September 30, 2023 $ 25,487 $ 5,341 $ 69,555 $ 100,383 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets attributable to continuing operations are as follows: (in thousands) September 30, 2023 December 31, 2022 Definite-lived intangible assets (1) Customer relationships $ 58,202 $ 58,764 Unpatented technology 18,260 18,208 Patented technology 3,622 3,635 Trade name 13,516 13,441 All other 9,998 9,653 Gross value of definite-lived intangible assets 103,598 103,701 Customer relationships amortization (28,640) (25,349) Unpatented technology amortization (11,362) (10,013) Patented technology amortization (2,998) (2,891) Tradename amortization (6,722) (6,154) All other amortization (9,320) (9,260) Accumulated amortization (59,042) (53,667) Net definite-lived intangible assets $ 44,556 $ 50,034 Indefinite-lived intangible assets Trademarks and trade names $ 1,530 $ 1,530 Total intangible assets, net $ 46,086 $ 51,564 |
Schedule of Finite-Lived Intangible Assets | The following summarizes the changes in the carrying amount of intangible assets, net: Nine Months Ended September 30, (in thousands) 2023 2022 Balance at beginning of period $ 51,564 $ 33,215 Business acquisitions and adjustments (1) (2) — 27,412 Amortization expense (5,375) (5,148) Currency translation adjustments (103) (4,302) Balance at end of the period $ 46,086 $ 51,177 (1) During the nine months ended September 30, 2022 we were still in the process of completing the purchase price allocation associated with the B&W Renewable Service A/S, FPS and Optimus 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 as of February 1, 2023 and February 28, 2023, respectively. These allocations resulted in several measurement period adjustments during the year ended December 31, 2022 and nine months ended September 30, 2023. |
Schedule of Indefinite-Lived Intangible Assets | The following summarizes the changes in the carrying amount of intangible assets, net: Nine Months Ended September 30, (in thousands) 2023 2022 Balance at beginning of period $ 51,564 $ 33,215 Business acquisitions and adjustments (1) (2) — 27,412 Amortization expense (5,375) (5,148) Currency translation adjustments (103) (4,302) Balance at end of the period $ 46,086 $ 51,177 (1) During the nine months ended September 30, 2022 we were still in the process of completing the purchase price allocation associated with the B&W Renewable Service A/S, FPS and Optimus 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 as of February 1, 2023 and February 28, 2023, respectively. These allocations resulted in several measurement period adjustments during the year ended December 31, 2022 and nine months ended September 30, 2023. |
Schedule of Estimated Future Intangible Asset Amortization Expense | Estimated future intangible asset amortization expense as of September 30, 2023 is as follows (in thousands): Amortization Expense Year ending December 31, 2023 1,881 Year ending December 31, 2024 7,172 Year ending December 31, 2025 6,375 Year ending December 31, 2026 5,226 Year ending December 31, 2027 4,569 Thereafter 19,333 |
ACCRUED WARRANTY EXPENSE (Table
ACCRUED WARRANTY EXPENSE (Tables) | 9 Months Ended |
Sep. 30, 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: Nine Months Ended September 30, (in thousands) 2023 2022 Balance at beginning of period $ 9,548 $ 12,925 Additions 4,546 3,410 Expirations and other changes (3,316) (3,257) Payments (2,190) (2,159) Translation and other (61) (687) Balance at end of period $ 8,527 $ 10,232 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Activity | The following tables summarize the restructuring activity incurred by segment: Three Months Ended September 30, 2023 2022 (in thousands) Total Severance and related costs Other (1) Total Severance and related costs Other (1) B&W Renewable segment $ 567 $ 567 $ — $ 78 $ 6 $ 72 B&W Environmental segment 159 116 43 73 8 65 B&W Thermal segment 559 572 (13) 204 14 190 Corporate — — — 4 1 3 $ 1,285 $ 1,255 $ 30 $ 359 $ 29 $ 330 Nine Months Ended September 30, 2023 2022 (in thousands) Total Severance and related costs Other (1) Total Severance and related costs (benefit) Other (1) B&W Renewable segment $ 955 $ 630 $ 325 $ 865 $ 743 $ 122 B&W Environmental segment 343 117 226 176 27 149 B&W Thermal segment 1,392 575 817 484 130 354 Corporate — — — (1,174) (1,227) 53 $ 2,690 $ 1,322 $ 1,368 $ 351 $ (327) $ 678 |
Activity Related to the Restructuring Liabilities | Activity related to the restructuring liabilities is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Balance at beginning of period $ 2,036 $ 4,136 $ 1,615 $ 6,561 Restructuring expense 1,285 359 2,690 351 Payments (1,718) (1,943) (2,702) (4,360) Balance at end of period $ 1,603 $ 2,552 $ 1,603 $ 2,552 |
PENSION PLANS AND OTHER POSTR_2
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | Components of net periodic cost (benefit) included in net loss are as follows: Pension Benefits Other Benefits Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 2023 2022 2023 2022 Interest cost $ 11,447 $ 6,685 $ 34,462 $ 19,958 $ 92 $ 49 $ 276 $ 147 Expected return on plan assets (11,709) (14,358) (35,112) (42,985) — — — — Amortization of prior service cost 53 27 158 82 173 173 519 519 Benefit plans, net (1) (209) (7,646) (492) (22,945) 265 222 795 666 Service cost included in COS (2) 146 195 435 594 4 5 12 15 Net periodic cost (benefit) $ (63) $ (7,451) $ (57) $ (22,351) $ 269 $ 227 $ 807 $ 681 (1) Benefit plans, net, which is presented separately in the 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 Condensed Consolidated Statements of Operations and is recorded at the B&W Thermal segment level. |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Senior Notes | The components of the senior notes at September 30, 2023 are as follows: Senior Notes (in thousands) 8.125% 6.50% Total Senior notes due 2026 $ 193,034 $ 151,440 $ 344,474 Unamortized deferred financing costs (3,226) (4,356) (7,582) Unamortized premium 349 — 349 Net debt balance $ 190,157 $ 147,084 $ 337,241 |
INTEREST EXPENSE AND SUPPLEME_2
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Interest Expenses | Interest expense in the Condensed Consolidated Financial Statements consisted of the following components: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Components associated with borrowings from: Senior notes $ 6,414 $ 6,385 $ 19,167 $ 18,715 U.S. Revolving Credit Facility $ 505 — 505 — 6,919 6,385 19,672 18,715 Components associated with amortization or accretion of: Revolving Credit Agreement 1,104 1,237 3,252 3,465 Senior notes 638 657 1,887 1,950 1,742 1,894 5,139 5,415 Components associated with interest from: Lease liabilities 914 707 2,235 2,112 Other interest expense 3,841 2,112 10,202 6,447 4,755 2,819 12,437 8,559 Total interest expense $ 13,416 $ 11,098 $ 37,248 $ 32,689 |
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 Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows: (in thousands) September 30, 2023 December 31, 2022 Held by foreign entities $ 36,712 $ 46,640 Held by U.S. entities 11,657 29,598 Cash and cash equivalents 48,369 76,238 Reinsurance reserve requirements 608 447 Project indemnity collateral (1) — 5,723 Bank guarantee collateral 1,743 2,072 Letters of credit collateral (2) 11,205 11,193 Hold-back for acquisition purchase price (3) 2,950 5,900 Escrow for long-term project 231 11,397 Current and Long-term restricted cash and cash equivalents 16,737 36,732 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 65,106 $ 112,970 (1) We released $5.7 million in project indemnity restricted cash collateral for a letter of credit agreement during the first nine months of 2023. (2) We paid an additional $10.0 million in December, 2022 for letter of credit collateral which is reflected in Long-term restricted cash on the Condensed Consolidated Balance Sheets. The remainder of the letters of credit are reflected within Restricted cash and cash equivalents. (3) The purchase price for FPS was $59.2 million , and included an initial hold-back of $5.9 million |
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 Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows: (in thousands) September 30, 2023 December 31, 2022 Held by foreign entities $ 36,712 $ 46,640 Held by U.S. entities 11,657 29,598 Cash and cash equivalents 48,369 76,238 Reinsurance reserve requirements 608 447 Project indemnity collateral (1) — 5,723 Bank guarantee collateral 1,743 2,072 Letters of credit collateral (2) 11,205 11,193 Hold-back for acquisition purchase price (3) 2,950 5,900 Escrow for long-term project 231 11,397 Current and Long-term restricted cash and cash equivalents 16,737 36,732 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 65,106 $ 112,970 (1) We released $5.7 million in project indemnity restricted cash collateral for a letter of credit agreement during the first nine months of 2023. (2) We paid an additional $10.0 million in December, 2022 for letter of credit collateral which is reflected in Long-term restricted cash on the Condensed Consolidated Balance Sheets. The remainder of the letters of credit are reflected within Restricted cash and cash equivalents. (3) The purchase price for FPS was $59.2 million , and included an initial hold-back of $5.9 million |
Schedule of Supplemental Cash Flow Disclosures | The following cash activity is presented as a supplement to the Condensed Consolidated Statements of Cash Flows and is included in Net cash used in operating activities: Nine Months Ended September 30, (in thousands) 2023 2022 Income tax payments, net $ 4,642 $ 2,693 Interest payments - 8.125% Senior Notes due 2026 $ 11,763 $ 11,444 Interest payments - 6.50% Senior Notes due 2026 4,922 7,848 Total cash paid for interest $ 16,685 $ 19,292 |
COMPREHENSIVE LOSS (Tables)
COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 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 — 4,592 Reclassification of AOCI to net loss — 223 223 Net other comprehensive income 4,592 223 4,815 Balance at March 31, 2023 $ (65,741) $ (2,230) $ (67,971) Other comprehensive income before reclassifications 3,527 — 3,527 Reclassification of AOCI to net loss — 222 222 Net other comprehensive income 3,527 222 3,749 Balance at June 30, 2023 $ (62,214) $ (2,008) $ (64,222) Other comprehensive loss before reclassifications $ (8,669) $ — $ (8,669) Amounts reclassified from AOCI to net loss $ 223 $ 223 Net other comprehensive loss (8,669) 223 (8,446) Balance at September 30, 2023 $ (70,883) $ (1,785) $ (72,668) (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 — 593 593 Net other comprehensive loss (4,285) 593 (3,692) Balance at March 31, 2022 $ (59,784) $ (2,730) $ (62,514) Other comprehensive loss before reclassifications (6,634) — (6,634) Reclassified from AOCI to net loss — (198) (198) Net other comprehensive loss (6,634) (198) (6,832) Balance at June 30, 2022 $ (66,418) $ (2,928) $ (69,346) Other comprehensive loss before reclassifications $ (13,344) $ — $ (13,344) Amounts reclassified from AOCI to net loss — 198 198 Net other comprehensive loss (13,344) 198 (13,146) Balance at September 30, 2022 $ (79,762) $ (2,730) $ (82,492) |
Schedule of Reclassification out of Accumulated Other Comprehensive Income | The amounts reclassified out of AOCI by component and the affected Condensed Consolidated Statements of Operations line items are as follows (in thousands): AOCI component Line items in the Condensed Consolidated Statements of Operations affected by reclassifications from AOCI Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Pension and post retirement adjustments, net of tax Benefit plans, net 223 198 668 593 Net (loss) income $ 223 $ 198 $ 668 $ 593 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by the FASB Topic, Fair Value Measurements and Disclosures ). Available-For-Sale Securities Investments in available-for-sale securities are presented in Other assets on the Condensed Consolidated Balance Sheets with contractual maturities ranging from 0 to 5 years. (in thousands) Available-for-sale securities September 30, 2023 Level 1 Level 2 Corporate notes and bonds $ 3,292 $ 3,292 $ — Mutual funds 2 — 2 United States Government and agency securities 3,614 3,614 — Total fair value of available-for-sale securities $ 6,908 $ 6,906 $ 2 (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) September 30, 2023 Senior Notes Carrying Value Estimated Fair Value 8.125% Senior Notes due 2026 ('BWSN') $ 193,034 $ 183,383 6.50% Senior Notes due 2026 ('BWNB') $ 151,440 $ 126,301 |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 9 Months Ended |
Sep. 30, 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 FPS and Optimus are detailed in following tables. FPS (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 purchase price allocation was final as of March 31, 2023. Optimus (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 acquisition, goodwill represents Optimus' ability to significantly expand future customer relationships which are not in place today and recognize general cost synergies. (2) The 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: FPS Optimus Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships $ 20,451 9 years 2,100 10 years Tradename 787 14 years 220 3 years Patented Technology 578 12 years — — Unpatented Technology 3,276 12 years — — Total intangible assets (1) $ 25,092 $ 2,320 |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Loss from continuing operations | $ (12,275) | $ (12,751) | $ (24,367) | $ (22,476) |
Net loss (income) attributable to non-controlling interest | (124) | 2,800 | (221) | 3,647 |
Less: Dividend on Series A preferred stock | 3,714 | 3,715 | 11,144 | 11,145 |
Loss from continuing operations attributable to stockholders of common stock, basic | (16,113) | (13,666) | (35,732) | (29,974) |
Loss from continuing operations attributable to stockholders of common stock, diluted | (16,113) | (13,666) | (35,732) | (29,974) |
Loss from discontinued operations, net of tax, basic | (104,485) | (7,815) | (109,880) | (9,768) |
Loss from discontinued operations, net of tax, dilute | (104,485) | (7,815) | (109,880) | (9,768) |
Net loss attributable to stockholders of common stock,basic | (120,598) | (21,481) | (145,612) | (39,742) |
Net loss attributable to stockholders of common stock, diluted | $ (120,598) | $ (21,481) | $ (145,612) | $ (39,742) |
Weighted average shares used to calculate basic, loss (in shares) | 89,125 | 88,321 | 88,882 | 88,115 |
Weighted average shares used to calculate diluted loss per share (in shares) | 89,125 | 88,321 | 88,882 | 88,115 |
Continuing operations, basic (in dollars per share) | $ (0.18) | $ (0.15) | $ (0.40) | $ (0.34) |
Continuing operations, dilute (in dollars per share) | (0.18) | (0.15) | (0.40) | (0.34) |
Discontinued operations, basic (in dollars per share) | (1.17) | (0.09) | (1.24) | (0.11) |
Discontinued operations, diluted (in dollars per share) | (1.17) | (0.09) | (1.24) | (0.11) |
Basic loss per share (in dollars per share) | (1.35) | (0.24) | (1.64) | (0.45) |
Diluted loss per share (in dollars per share) | $ (1.35) | $ (0.24) | $ (1.64) | $ (0.45) |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Excluded shares that would have been included with net income (in shares) | 0.3 | 0.8 | 0.5 | 0.9 |
Antidilutive securities excluded from computing of earnings per share (in shares) | 1.9 | 0.3 | 1.9 | 0.4 |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) contract | Sep. 30, 2023 USD ($) contract | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) contract | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Goodwill impairment | $ 56,556 | $ 7,224 | ||||
Contract liabilities - included in advance billings on contracts | $ 95,379 | $ 95,379 | 95,379 | $ 130,945 | ||
Loss from discontinued operations, net of tax | 104,485 | $ 7,815 | 109,880 | 9,768 | ||
Contract assets - included in contracts in progress | 123,470 | 123,470 | 123,470 | 118,180 | ||
Babcock and Wilcox Solar (Formerly known as Fosler Construction Company, Inc.) | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Increase of goodwill | 14,400 | |||||
Measurement period adjustment, goodwill and current liabilities change | 14,100 | |||||
Measurement period adjustment, warranty accruals | 400 | |||||
Renewable loss contracts, net loss recognized on changes in estimated revenues and costs | $ 13,200 | |||||
Discontinued Operations, Held-for-sale | B&W Solar | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Goodwill impairment | $ 55,600 | 56,556 | 7,224 | |||
Loss from discontinued operations, net of tax | 104,485 | 7,815 | 109,880 | 9,768 | ||
Disposal group, including discontinued operation, gain (loss) from changes in estimated costs to complete contracts | $ 44,000 | $ 40,800 | ||||
Number of contracts in a loss position | contract | 23,000 | 23,000 | 23,000 | |||
Accrued losses on contracts | $ 11,800 | $ 11,800 | $ 11,800 | |||
Contract assets, charge orders gross | 3,200 | 3,200 | $ 0 | 3,200 | $ 0 | |
Discontinued Operations, Held-for-sale | B&W Solar | Cost Incurred Less Costs Of Revenue Recognized On Contracts In Process Of Resolved | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contract assets - included in contracts in progress | 2,000 | 2,000 | 2,000 | |||
Adjustment to contract price | 12,500 | |||||
Discontinued Operations, Held-for-sale | B&W Solar | Backlog | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Contract liabilities - included in advance billings on contracts | $ 36,800 | $ 36,800 | 36,800 | |||
Disposal Group, Held-for-Sale, Not Discontinued Operations | B&W Solar | Backlog | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Billings to customers less revenues recognized | $ 46,300 |
ASSETS AND LIABILITIES HELD F_4
ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS - Discontinued Operations Included in Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations before tax | $ (104,309) | |||
Loss from discontinued operations, net of tax | (104,485) | $ (7,815) | $ (109,880) | $ (9,768) |
Change in fair value of contingent consideration | 0 | 9,567 | ||
B&W Solar | Discontinued Operations, Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | (4,709) | 3,201 | 24,952 | 28,444 |
Cost of operations | 35,377 | 11,817 | 65,682 | 34,264 |
General and administrative expenses | 7,646 | (8,226) | 11,997 | (3,622) |
Restructuring expenses | 50 | 0 | 50 | 0 |
Loss (Gain) on asset disposals, net | (98) | (21) | 255 | (59) |
Goodwill impairment | 56,556 | 7,224 | 56,556 | 7,224 |
Total costs and expenses | 99,531 | 10,794 | 134,540 | 37,807 |
Operating loss | (104,240) | (7,593) | (109,588) | (9,363) |
Interest expense | (61) | (222) | (67) | (560) |
Interest income | 0 | 0 | 0 | 162 |
Other-net | (8) | 0 | (49) | (7) |
Total other expense | (69) | (222) | (116) | (405) |
Loss from discontinued operations before tax | (7,815) | (109,704) | (9,768) | |
Income tax provision | (176) | 0 | (176) | 0 |
Loss from discontinued operations, net of tax | $ (104,485) | $ (7,815) | (109,880) | (9,768) |
Change in fair value of contingent consideration | $ 0 | $ 9,587 |
ASSETS AND LIABILITIES HELD F_5
ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS - Major Classes of Assets and Liabilities in Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | $ 29,885 | $ 21,362 |
Noncurrent assets held for sale | 0 | 68,013 |
Current liabilities held for sale | 50,646 | 24,751 |
Noncurrent liabilities held for sale | 0 | 5,651 |
B&W Solar | Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 26 | 490 |
Contracts in progress | 13,408 | 16,759 |
Accounts receivable - Trade | 6,052 | 4,111 |
Other assets, net | 113 | 2 |
Total Current Assets | 19,599 | 21,362 |
Net Property, Plant and equipment, and finance lease | 2,453 | 1,476 |
Intangible assets, net | 7,833 | 8,729 |
Goodwill | 0 | 56,556 |
Deferred income taxes | 0 | 176 |
Right-of-use assets | 0 | 1,076 |
Total Noncurrent assets | 10,286 | 68,013 |
Loans payable, current | 484 | 0 |
Operating lease liabilities, current | 129 | 97 |
Accounts payable | 22,915 | 7,938 |
Accrued employee benefits | 219 | 24 |
Advance billings on contracts | 8,140 | 2,484 |
Other current liabilities | 17,306 | 14,208 |
Total current liabilities | 49,193 | 24,751 |
Loans payable, net of current portion | 1,314 | 464 |
Noncurrent operating lease liabilities | 139 | 995 |
Other noncurrent liabilities | 0 | 4,192 |
Total Noncurrent liabilities | 1,453 | 5,651 |
Assets held for sale | 29,885 | 21,362 |
Noncurrent assets held for sale | 0 | 68,013 |
Total assets of disposal group | 29,885 | 89,375 |
Current liabilities held for sale | 50,646 | 24,751 |
Noncurrent liabilities held for sale | 0 | 5,651 |
Total liabilities of disposal group | $ 50,646 | $ 30,402 |
ASSETS AND LIABILITIES HELD F_6
ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS - Discontinued Operations Included in Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Depreciation and amortization of long-lived assets | $ 16,491 | $ 13,184 | |
Impairment of goodwill and assets held for sale | 56,556 | 7,224 | |
Loss (gain) on asset disposals | 229 | (7,165) | |
Change in fair value of contingent consideration | 0 | (9,567) | |
Accrued contract losses | 28,103 | 39,639 | |
Changes in contracts in progress | 2,458 | (48,208) | |
Changes in advance billings on contracts | (29,747) | 28,915 | |
Income taxes | (159) | (2,133) | |
Purchase of property, plant and equipment | (10,546) | (8,947) | |
Discontinued Operations, Held-for-sale | B&W Solar | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Depreciation and amortization of long-lived assets | 952 | 2,167 | |
Impairment of goodwill and assets held for sale | $ 55,600 | 56,556 | 7,224 |
Loss (gain) on asset disposals | 423 | (59) | |
Change in fair value of contingent consideration | 0 | (9,587) | |
Accrued contract losses | 14,659 | 12,111 | |
Changes in contracts in progress | 3,969 | (6,019) | |
Changes in advance billings on contracts | 5,656 | 1,783 | |
Income taxes | 176 | 0 | |
Purchase of property, plant and equipment | $ (1,634) | $ (1,896) |
ASSETS AND LIABILITIES HELD F_7
ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS - Changes in Contract Estimates (Details) - Transferred over Time - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Increases in gross profit for changes in estimates for over time contracts | $ 1,494 | $ 1,690 | $ 8,842 | $ 11,343 |
Decreases in gross profit for changes in estimates for over time contracts | (1,068) | (1,816) | (8,231) | (11,467) |
Net changes in gross profit for changes in estimates for over time contracts | 426 | (126) | 611 | (124) |
B&W Solar | ||||
Disaggregation of Revenue [Line Items] | ||||
Increases in gross profit for changes in estimates for over time contracts | 2,917 | 0 | 5,518 | 0 |
Decreases in gross profit for changes in estimates for over time contracts | (40,948) | (8,537) | (45,237) | (8,537) |
Net changes in gross profit for changes in estimates for over time contracts | $ (38,031) | $ (8,537) | $ (39,719) | $ (8,537) |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segement | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SEGMENT REPORTING - Schedule of
SEGMENT REPORTING - Schedule of Operating Results by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 239,414 | $ 211,669 | $ 772,187 | $ 611,494 |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (1,067) | (2,774) | (3,012) | (5,999) |
B&W Renewable segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 87,079 | 78,486 | 256,421 | 196,432 |
B&W Renewable segment | B&W Renewable | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 37,581 | 34,279 | 130,879 | 89,500 |
B&W Renewable segment | B&W Renewable Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 34,184 | 30,164 | 76,305 | 57,996 |
B&W Renewable segment | Volund | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 15,314 | 14,043 | 49,237 | 48,936 |
B&W Environmental segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 46,421 | 44,626 | 134,551 | 111,186 |
B&W Environmental segment | B&W Environmental | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 24,706 | 25,773 | 66,518 | 56,759 |
B&W Environmental segment | SPIG | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 18,907 | 14,521 | 59,146 | 40,815 |
B&W Environmental segment | GMAB | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,808 | 4,332 | 8,887 | 13,612 |
B&W Thermal segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 106,981 | 91,331 | 384,227 | 309,875 |
B&W Thermal segment | B&W Thermal | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 106,981 | $ 91,331 | $ 384,227 | $ 309,875 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Adjusted EBITDA to Consolidated Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Interest expense | $ (13,353) | $ (11,402) | $ (37,096) | $ (33,588) |
Depreciation & amortization | (4,610) | (4,537) | (14,995) | (14,550) |
Benefit plans, net | (56) | 7,424 | (304) | 22,279 |
Gain on sales, net | 8 | 7 | 26 | 106 |
Settlement and related legal costs | 0 | (776) | 3,009 | (7,215) |
Advisory fees for settlement costs and liquidity planning | 0 | (27) | (546) | (1,938) |
Stock compensation | (397) | (3,448) | (5,895) | (5,242) |
Restructuring expense and business services transition | (1,285) | (1,746) | (3,267) | (6,188) |
Acquisition pursuit and related costs | (346) | (2,574) | (585) | (4,768) |
Product development | (895) | (757) | (3,313) | (2,600) |
Foreign exchange | (4,935) | (2,007) | (4,242) | (3,218) |
Financial advisory services | 0 | (393) | 0 | (1,121) |
Contract disposal | (4,293) | 129 | (8,373) | (2,582) |
Letter of credit fees | 1,961 | 1,144 | 5,639 | 3,003 |
Other-net | (449) | 369 | (768) | (567) |
Loss before income tax (benefit) expense | (12,606) | (7,849) | (22,347) | (17,699) |
Operating Segments | B&W Renewable segment | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 10,147 | 4,500 | 19,190 | 15,659 |
Operating Segments | B&W Environmental | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 5,024 | 3,082 | 10,324 | 5,112 |
Operating Segments | B&W Thermal segment | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 11,322 | 10,761 | 49,422 | 41,276 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | (5,630) | (4,419) | (16,198) | (13,018) |
Research and development costs | ||||
Segment Reporting Information [Line Items] | ||||
R&D expenses | $ (897) | $ (891) | $ (3,097) | $ (2,533) |
REVENUE RECOGNITION AND CONTR_3
REVENUE RECOGNITION AND CONTRACTS - Revenue Recognition (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Transferred at Point in Time | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Percent of revenue | 26% | 25% | 24% | 24% |
Transferred over Time | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Percent of revenue | 74% | 75% | 76% | 76% |
REVENUE RECOGNITION AND CONTR_4
REVENUE RECOGNITION AND CONTRACTS - Contract Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 123,470 | $ 118,180 |
Contract assets - included in contracts in progress, change | $ 5,290 | |
Contract assets - included in contracts in progress, percent change | 4% | |
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 95,379 | 130,945 |
Contract liabilities - included in advance billings on contracts, change | $ (35,566) | |
Contract liabilities - included in advance billings on contracts, percent change | (27.00%) | |
Net contract balance | $ 28,091 | (12,765) |
Net contract balance, change | $ 40,856 | |
Net contract balance, percent change | 320% | |
Accrued contract losses | $ 1,245 | 180 |
Accrued contract losses, change | $ 1,065 | |
Accrued contract losses, percent change | 592% | |
Billings to customers less revenues recognized | ||
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 52,170 | 111,159 |
Contract liabilities - included in advance billings on contracts, change | $ (58,989) | |
Contract liabilities - included in advance billings on contracts, percent change | (53.00%) | |
Costs of revenue recognized less cost incurred | ||
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 43,209 | 19,786 |
Contract liabilities - included in advance billings on contracts, change | $ 23,423 | |
Contract liabilities - included in advance billings on contracts, percent change | 118% | |
Costs incurred less costs of revenue recognized | ||
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 53,865 | 62,662 |
Contract assets - included in contracts in progress, change | $ (8,797) | |
Contract assets - included in contracts in progress, percent change | (14.00%) | |
Revenues recognized less billings to customers | ||
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 69,605 | $ 55,518 |
Contract assets - included in contracts in progress, change | $ 14,087 | |
Contract assets - included in contracts in progress, percent change | 25% |
REVENUE RECOGNITION AND CONTR_5
REVENUE RECOGNITION AND CONTRACTS - Backlog (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 506.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 40.20% |
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) | 49.90% |
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) | 9.90% |
Expected timing of satisfaction, period |
REVENUE RECOGNITION AND CONTR_6
REVENUE RECOGNITION AND CONTRACTS - Changes in Contract Estimates (Details) - Transferred over Time - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Increases in gross profit for changes in estimates for over time contracts | $ 1,494 | $ 1,690 | $ 8,842 | $ 11,343 |
Decreases in gross profit for changes in estimates for over time contracts | (1,068) | (1,816) | (8,231) | (11,467) |
Net changes in gross profit for changes in estimates for over time contracts | $ 426 | $ (126) | $ 611 | $ (124) |
REVENUE RECOGNITION AND CONTR_7
REVENUE RECOGNITION AND CONTRACTS - B&W Renewable Projects (Narrative) (Details) - Babcock and Wilcox Solar (Formerly known as Fosler Construction Company, Inc.) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) contract | |
Disaggregation of Revenue [Line Items] | |
Renewable loss contracts, net loss recognized on changes in estimated revenues and costs | $ | $ 1.1 |
Number of contracts in a loss position | contract | 7 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 94,198 | $ 87,554 |
Work in progress | 3,995 | 2,517 |
Finished goods | 15,312 | 12,565 |
Total inventories | $ 113,505 | $ 102,636 |
PROPERTY, PLANT & EQUIPMENT, _3
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASES (Details) $ in Thousands | Sep. 30, 2023 USD ($) facility | Dec. 31, 2022 USD ($) |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | $ 207,481 | $ 200,824 |
Less accumulated depreciation | 146,732 | 140,289 |
Net property, plant and equipment | 60,749 | 60,535 |
Finance leases | 30,653 | 30,549 |
Less finance lease accumulated amortization | 7,756 | 6,197 |
Net property, plant and equipment, and finance leases | 83,646 | 84,887 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 2,508 | 2,481 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 33,985 | 35,326 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 153,351 | 151,606 |
Property under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | $ 17,637 | $ 11,411 |
Number of facilities | facility | 3 |
GOODWILL - Carrying Amount of G
GOODWILL - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Goodwill | $ 224,880 | |
Accumulated impairment losses | (124,443) | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 100,437 | |
Currency translation adjustments | (54) | |
Ending balance | 100,383 | |
B&W Renewable | ||
Goodwill [Line Items] | ||
Goodwill | 75,468 | |
Accumulated impairment losses | (49,965) | |
Goodwill [Roll Forward] | ||
Beginning balance | 25,503 | |
Currency translation adjustments | (16) | |
Ending balance | 25,487 | |
B&W Environmental | ||
Goodwill [Line Items] | ||
Goodwill | 79,825 | |
Accumulated impairment losses | (74,478) | |
Goodwill [Roll Forward] | ||
Beginning balance | 5,347 | |
Currency translation adjustments | (6) | |
Ending balance | 5,341 | |
B&W Thermal | ||
Goodwill [Line Items] | ||
Goodwill | 69,587 | |
Accumulated impairment losses | $ 0 | |
Goodwill [Roll Forward] | ||
Beginning balance | 69,587 | |
Currency translation adjustments | (32) | |
Ending balance | $ 69,555 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | $ 103,598 | $ 103,701 | ||
Accumulated amortization | (59,042) | (53,667) | ||
Net definite-lived intangible assets | 44,556 | 50,034 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Total intangible assets, net | 46,086 | 51,564 | $ 51,177 | $ 33,215 |
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 | 58,202 | 58,764 | ||
Accumulated amortization | (28,640) | (25,349) | ||
Unpatented technology | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 18,260 | 18,208 | ||
Accumulated amortization | (11,362) | (10,013) | ||
Patented technology | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 3,622 | 3,635 | ||
Accumulated amortization | (2,998) | (2,891) | ||
Trade name | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 13,516 | 13,441 | ||
Accumulated amortization | (6,722) | (6,154) | ||
All other | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 9,998 | 9,653 | ||
Accumulated amortization | $ (9,320) | $ (9,260) |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Changes in Carrying Amount of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets [Roll Forward] | ||
Balance at beginning of period | $ 51,564 | $ 33,215 |
Business acquisitions and adjustments | 0 | 27,412 |
Amortization expense | (5,375) | (5,148) |
Currency translation adjustments | (103) | (4,302) |
Balance at end of the period | $ 46,086 | $ 51,177 |
INTANGIBLE ASSETS - Estimated F
INTANGIBLE ASSETS - Estimated Future Intangible Asset Amortization (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Year ending December 31, 2023 | $ 1,881 |
Year ending December 31, 2024 | 7,172 |
Year ending December 31, 2025 | 6,375 |
Year ending December 31, 2026 | 5,226 |
Year ending December 31, 2027 | 4,569 |
Thereafter | $ 19,333 |
ACCRUED WARRANTY EXPENSE (Detai
ACCRUED WARRANTY EXPENSE (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 9,548 | $ 12,925 |
Additions | 4,546 | 3,410 |
Expirations and other changes | (3,316) | (3,257) |
Payments | (2,190) | (2,159) |
Translation and other | (61) | (687) |
Balance at end of period | $ 8,527 | $ 10,232 |
RESTRUCTURING ACTIVITIES - Summ
RESTRUCTURING ACTIVITIES - Summary of Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | $ 1,285 | $ 359 | $ 2,690 | $ 351 |
Severance and related costs (benefit) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 1,255 | 29 | 1,322 | (327) |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 30 | 330 | 1,368 | 678 |
Operating Segments | B&W Renewable segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 567 | 78 | 955 | 865 |
Operating Segments | B&W Renewable segment | Severance and related costs (benefit) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 567 | 6 | 630 | 743 |
Operating Segments | B&W Renewable segment | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 0 | 72 | 325 | 122 |
Operating Segments | B&W Environmental segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 159 | 73 | 343 | 176 |
Operating Segments | B&W Environmental segment | Severance and related costs (benefit) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 116 | 8 | 117 | 27 |
Operating Segments | B&W Environmental segment | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 43 | 65 | 226 | 149 |
Operating Segments | B&W Thermal segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 559 | 204 | 1,392 | 484 |
Operating Segments | B&W Thermal segment | Severance and related costs (benefit) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 572 | 14 | 575 | 130 |
Operating Segments | B&W Thermal segment | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | (13) | 190 | 817 | 354 |
Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 0 | 4 | 0 | (1,174) |
Corporate | Severance and related costs (benefit) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | 0 | 1 | 0 | (1,227) |
Corporate | Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring activities | $ 0 | $ 3 | $ 0 | $ 53 |
RESTRUCTURING ACTIVITIES - Rest
RESTRUCTURING ACTIVITIES - Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of period | $ 2,036 | $ 4,136 | $ 1,615 | $ 6,561 |
Restructuring expense | 1,285 | 359 | 2,690 | 351 |
Payments | (1,718) | (1,943) | (2,702) | (4,360) |
Balance at end of period | $ 1,603 | $ 2,552 | $ 1,603 | $ 2,552 |
PENSION PLANS AND OTHER POSTR_3
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 11,447 | $ 6,685 | $ 34,462 | $ 19,958 |
Expected return on plan assets | (11,709) | (14,358) | (35,112) | (42,985) |
Amortization of prior service cost | 53 | 27 | 158 | 82 |
Benefit plans, net | (209) | (7,646) | (492) | (22,945) |
Service cost included in COS | 146 | 195 | 435 | 594 |
Net periodic cost (benefit) | (63) | (7,451) | (57) | (22,351) |
Other Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 92 | 49 | 276 | 147 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of prior service cost | 173 | 173 | 519 | 519 |
Benefit plans, net | 265 | 222 | 795 | 666 |
Service cost included in COS | 4 | 5 | 12 | 15 |
Net periodic cost (benefit) | $ 269 | $ 227 | $ 807 | $ 681 |
PENSION PLANS AND OTHER POSTR_4
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Pension and other postretirement benefit plans | $ 0.3 | $ 1.7 | $ 1 | $ 2.5 |
DEBT - Senior Notes (Details)
DEBT - Senior Notes (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Mar. 31, 2021 | Feb. 12, 2021 | |
Debt Instrument [Line Items] | |||||||
Issuance of senior notes | $ 0 | $ 5,455,000 | |||||
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% | 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 | Affiliated Entity | 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% | ||||
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 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Mar. 31, 2021 | Feb. 12, 2021 |
Debt Instrument [Line Items] | ||||||
Senior notes due 2026 | $ 344,474 | |||||
Unamortized deferred financing costs | (7,582) | |||||
Unamortized premium | 349 | |||||
Net debt balance | $ 337,241 | |||||
8.125% Senior Notes due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Fixed rate per annum (as percent) | 8.125% | 8.125% | 8.125% | 8.125% | ||
Senior notes due 2026 | $ 193,034 | |||||
Unamortized deferred financing costs | (3,226) | |||||
Unamortized premium | 349 | |||||
Net debt balance | 190,157 | |||||
6.50% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Fixed rate per annum (as percent) | 6.50% | 6.50% | 6.50% | |||
Senior notes due 2026 | 151,440 | |||||
Unamortized deferred financing costs | (4,356) | |||||
Unamortized premium | 0 | |||||
Net debt balance | $ 147,084 |
DEBT - Revolving Debt (Details)
DEBT - Revolving Debt (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Nov. 08, 2023 USD ($) | Nov. 07, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2023 | Mar. 31, 2025 | Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 USD ($) | Jun. 30, 2024 | Sep. 30, 2023 USD ($) | Dec. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 26, 2023 USD ($) | Jun. 25, 2023 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | |
Debt Agreements With MSD | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, covenant, fixed charge coverage ratio | 115% | 80% | 65% | 55% | |||||||||||||||||||
Debt instrument, covenant, senior net leverage ratio | 150% | 160% | 175% | 200% | |||||||||||||||||||
Debt instrument, covenant, minimum cash flow requirement | $ 20,000,000 | ||||||||||||||||||||||
Debt Agreements With MSD | Forecast | Subsequent Event | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, covenant, fixed charge coverage ratio | 125% | ||||||||||||||||||||||
Debt instrument, covenant, minimum cash flow requirement | $ 25,000,000 | ||||||||||||||||||||||
Third Amended Reimbursement Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, covenant, fixed charge coverage ratio | 105% | ||||||||||||||||||||||
Debt instrument, covenant, senior net leverage ratio | 146% | ||||||||||||||||||||||
Third Amended Reimbursement Agreement | Forecast | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, covenant, fixed charge coverage ratio | 110% | 105% | 115% | 115% | |||||||||||||||||||
Debt instrument, covenant, senior net leverage ratio | 125% | ||||||||||||||||||||||
Debt instrument, covenant, minimum cash flow requirement | $ 10,000,000 | ||||||||||||||||||||||
Dividend payment fee | 1,000,000 | ||||||||||||||||||||||
Third Amended Reimbursement Agreement | Forecast | Subsequent Event | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, covenant, fixed charge coverage ratio | 125% | 105% | |||||||||||||||||||||
Debt instrument, covenant, senior net leverage ratio | 130% | ||||||||||||||||||||||
Debt instrument, covenant, minimum cash flow requirement | $ 25,000,000 | ||||||||||||||||||||||
Base Rate | Debt Agreements With MSD | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Basis spread on variable rate | 9% | ||||||||||||||||||||||
SOFR | Debt Agreements With MSD | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Basis spread on variable rate | 10% | ||||||||||||||||||||||
Secured Overnight Financing Rate Plus | Third Amended Reimbursement Agreement | Forecast | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Basis spread on variable rate | 11% | ||||||||||||||||||||||
Secured Overnight Financing Rate Plus | Third Amended Reimbursement Agreement | Forecast | Subsequent Event | |||||||||||||||||||||||
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 | $ 10,000,000 | ||||||||||||||||||||
Letter of credit | MSD | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Reduced collateral amount | $ 10,000,000 | ||||||||||||||||||||||
Letter of credit | Subsequent Event | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Collateral amount deposited | 100,000,000 | ||||||||||||||||||||||
Letter of credit | Subsequent Event | Outstanding letters of credit of $90.0 million or less | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Collateral amount deposited | 90,000,000 | ||||||||||||||||||||||
Letter of credit | Subsequent Event | Third Amended Reimbursement Agreement | Outstanding letters of credit of $90.0 million or less | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Letter of credit amount for cash collateral requirement | $ 90,000,000 | ||||||||||||||||||||||
Revolving credit facility | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Commitment fee for unused capacity, percentage | 0.375% | ||||||||||||||||||||||
Revolving credit facility | Line of Credit | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Line of credit amount | $ 26,600,000 | $ 26,600,000 | |||||||||||||||||||||
Average daily borrowings | 9,100,000 | ||||||||||||||||||||||
Maximum daily amount outstanding | $ 30,600,000 | ||||||||||||||||||||||
Revolving credit facility | Base Rate | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Basis spread on variable rate | 2% | ||||||||||||||||||||||
Revolving credit facility | SOFR | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Basis spread on variable rate | 3% | ||||||||||||||||||||||
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 | SOFR | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Basis spread on variable rate | 7.50% | ||||||||||||||||||||||
Prior A&R Credit Agreement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Quarterly fixed charge coverage test ratio (no less than) | 1 | 1 | |||||||||||||||||||||
Maximum senior leverage ratio | 2.50 | 2.50 | |||||||||||||||||||||
Non-guarantor cash repatriation covenant | $ 35,000,000 | $ 35,000,000 | |||||||||||||||||||||
Minimum liquidity covenant | $ 30,000,000 | $ 30,000,000 | $ 40,000,000 | $ 30,000,000 | |||||||||||||||||||
Debt covenant, current ratio (not less than) | 1.25 | 1.25 | |||||||||||||||||||||
Annual cap maintenance capital expenditures | $ 7,500,000 | ||||||||||||||||||||||
Prior A&R Credit Agreement | Performance letters of credit | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Letters of credit outstanding amount | $ 84,000,000 | 84,000,000 | |||||||||||||||||||||
Prior A&R Credit Agreement | Financial letters of credit | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Letters of credit outstanding amount | $ 13,100,000 | $ 13,100,000 |
DEBT - Letters of Credit, Bank
DEBT - Letters of Credit, Bank Guarantees and Surety Bonds (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Surety Bond | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 12.2 |
Guarantor obligations | 146.4 |
Letters of Credit, and Bank Guarantees | |
Debt Instrument [Line Items] | |
Line of credit amount | 52.7 |
Letters of credit outstanding amount | 31.6 |
Letters of credit outstanding amount subject to foreign currency revaluation | $ 61.8 |
DEBT - Other Indebtedness - Loa
DEBT - Other Indebtedness - Loans Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Loans payable | $ 40,400 | |
Loans payable | 5,266 | $ 3,827 |
Loans payable, net of current portion | 35,082 | $ 13,197 |
Sale-Leaseback Financing Transactions | ||
Debt Instrument [Line Items] | ||
Loans payable | 12,600 | |
Debt issuance costs, net | $ 500 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 01, 2021 | May 26, 2021 | Feb. 09, 2021 | May 31, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Jul. 07, 2021 | |
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued (in shares) | 29,487,180 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||
Sale of stock, consideration received | $ 163,000,000 | |||||||
Dividends paid | $ 11,100,000 | |||||||
Affiliated Entity | B. Riley Financial, Inc. | ||||||||
Class of Stock [Line Items] | ||||||||
Stock sale agreement, aggregate amount offered (up to) | $ 76,000,000 | |||||||
Affiliated Entity | Last Out Term Loan Tranche A-3 | B. Riley Financial, Inc. | ||||||||
Class of Stock [Line Items] | ||||||||
Payment to related party in exchange for debt prepayment | $ 400,000 | |||||||
Cash paid for accrued interest | 900,000 | |||||||
Fees associated with debt extinguishment | $ 73,300,000 | |||||||
Series A Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, dividend rate | 7.75% | |||||||
Sale of stock, number of shares issued (in shares) | 444,700 | 4,444,700 | 307,237 | |||||
Price per share (in dollars per share) | $ 25 | |||||||
Issuance of preferred stock, net | $ 106,400,000 | $ 7,700,000 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Liquidation preference (in dollars per share) | 25 | |||||||
Sale of stock, consideration received | $ 7,700,000 | |||||||
Preferred stock, equivalent dividend per year (in dollars per share) | $ 1.9375 | |||||||
Cumulative undeclared dividends of the preferred stock | $ 0 | |||||||
Series A Preferred Stock | Affiliated Entity | B. Riley Financial, Inc. | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued (in shares) | 2,916,880 | |||||||
Price per share (in dollars per share) | $ 25 |
COMMON STOCK (Details)
COMMON STOCK (Details) - USD ($) $ in Millions | Feb. 09, 2021 | May 19, 2022 |
Class of Stock [Line Items] | ||
Sale of stock, number of shares issued (in shares) | 29,487,180 | |
Issuance of common stock, net | $ 172.5 | |
Sale of stock, consideration received | $ 163 | |
2021 Plan | ||
Class of Stock [Line Items] | ||
Common stock authorized for award grants (in shares) | 1,250,000 | |
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 - Schedule of Interest Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Components associated with borrowings from: | ||||
Senior notes | $ 6,919 | $ 6,385 | $ 19,672 | $ 18,715 |
Components associated with amortization or accretion of: | ||||
Components associated with amortization or (accretion) of revolving credit agreements and senior notes | 1,742 | 1,894 | 5,139 | 5,415 |
Components associated with interest from: | ||||
Lease liabilities | 914 | 707 | 2,235 | 2,112 |
Other interest expense | 3,841 | 2,112 | 10,202 | 6,447 |
Finance lease interest expense and other | 4,755 | 2,819 | 12,437 | 8,559 |
Total interest expense | 13,416 | 11,098 | 37,248 | 32,689 |
Senior notes | ||||
Components associated with borrowings from: | ||||
Senior notes | 6,414 | 6,385 | 19,167 | 18,715 |
Components associated with amortization or accretion of: | ||||
Components associated with amortization or (accretion) of revolving credit agreements and senior notes | 638 | 657 | 1,887 | 1,950 |
Revolving Credit Agreement | ||||
Components associated with amortization or accretion of: | ||||
Components associated with amortization or (accretion) of revolving credit agreements and senior notes | 1,104 | 1,237 | 3,252 | 3,465 |
U.S. Revolving Credit Facility | ||||
Components associated with borrowings from: | ||||
Senior notes | $ 505 | $ 0 | $ 505 | $ 0 |
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 | 9 Months Ended | ||
Feb. 01, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 48,369 | $ 48,369 | $ 76,238 | |
Current and Long-term restricted cash and cash equivalents | 16,737 | 16,737 | 36,732 | |
Total cash, cash equivalents and restricted cash at end of period | 65,106 | 65,106 | 112,970 | |
Fossil Power Systems | ||||
Cash and Cash Equivalents [Line Items] | ||||
Business combination, consideration transferred | $ 59,200 | 2,800 | ||
Escrow deposit | 2,800 | 2,800 | ||
Held by foreign entities | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 36,712 | 36,712 | 46,640 | |
Held by U.S. entities | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 11,657 | 11,657 | 29,598 | |
Reinsurance reserve requirements | ||||
Cash and Cash Equivalents [Line Items] | ||||
Current and Long-term restricted cash and cash equivalents | 608 | 608 | 447 | |
Project indemnity collateral | ||||
Cash and Cash Equivalents [Line Items] | ||||
Current and Long-term restricted cash and cash equivalents | 0 | 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 | 1,743 | 1,743 | 2,072 | |
Letters of credit collateral | ||||
Cash and Cash Equivalents [Line Items] | ||||
Current and Long-term restricted cash and cash equivalents | 11,205 | 11,205 | 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 | 2,950 | 2,950 | 5,900 |
Escrow for long-term project | ||||
Cash and Cash Equivalents [Line Items] | ||||
Current and Long-term restricted cash and cash equivalents | $ 231 | $ 231 | $ 11,397 |
INTEREST EXPENSE AND SUPPLEME_5
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Mar. 31, 2021 | Feb. 12, 2021 | |
Debt Instrument [Line Items] | |||||||
Income tax payments, net | $ 4,642 | $ 2,693 | |||||
Total cash paid for interest | $ 16,685 | 19,292 | |||||
8.125% Senior Notes due 2026 | Senior notes | |||||||
Debt Instrument [Line Items] | |||||||
Fixed rate per annum (as percent) | 8.125% | 8.125% | 8.125% | 8.125% | |||
Total cash paid for interest | $ 11,763 | 11,444 | |||||
6.50% Senior Notes due 2026 | Senior notes | |||||||
Debt Instrument [Line Items] | |||||||
Fixed rate per annum (as percent) | 6.50% | 6.50% | 6.50% | ||||
Total cash paid for interest | $ 4,922 | $ 7,848 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (331) | $ 4,902 | $ 2,020 | $ 4,777 |
Effective tax rate | 2.60% | (62.50%) | (9.00%) | (27.00%) |
Unfavorable discrete items | $ 800 | $ 700 | $ 500 | $ 1,200 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 21, 2023 | Jan. 11, 2021 | Dec. 27, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 10, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | ||||||||
Loss contingency, damages sought, contractual cap | $ 11,700 | |||||||
Revenues | $ 239,414 | $ 211,669 | $ 772,187 | $ 611,494 | ||||
Affiliated Entity | Wholly-Owned Italian Subsidiary | Russian Invasion Of Ukraine | ||||||||
Loss Contingencies [Line Items] | ||||||||
Revenues | $ 3,100 | |||||||
Stockholder Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Litigation settlement, total payment | $ 9,500 | |||||||
Payments for legal settlements | 4,750 | |||||||
Litigation settlement, insurance proceeds amount | $ 4,750 | |||||||
Pending Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Alleged damages | $ 2,900 | $ 58,900 |
COMPREHENSIVE LOSS - Accumulate
COMPREHENSIVE LOSS - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total | ||||||||
Beginning balance | $ (13,020) | $ (10,206) | $ (2,089) | $ 31,717 | $ 43,942 | $ 58,622 | $ (2,089) | $ 58,622 |
Other comprehensive income (loss) | (8,446) | 3,749 | 4,815 | (13,146) | (6,832) | (3,692) | 118 | (23,670) |
Ending balance | (141,690) | (13,020) | (10,206) | (17,128) | 31,717 | 43,942 | (141,690) | (17,128) |
Accumulated Other Comprehensive (Loss) | ||||||||
Total | ||||||||
Beginning balance | (64,222) | (67,971) | (72,786) | (69,346) | (62,514) | (58,822) | (72,786) | (58,822) |
Ending balance | (72,668) | (64,222) | (67,971) | (82,492) | (69,346) | (62,514) | (72,668) | (82,492) |
Currency translation loss | ||||||||
Total | ||||||||
Beginning balance | (62,214) | (65,741) | (70,333) | (66,418) | (59,784) | (55,499) | (70,333) | (55,499) |
Other comprehensive income (loss) before reclassifications | (8,669) | 3,527 | 4,592 | (13,344) | (6,634) | (4,285) | ||
Reclassification of AOCI to net loss | 0 | 0 | 0 | 0 | 0 | |||
Other comprehensive income (loss) | (8,669) | 3,527 | 4,592 | (13,344) | (6,634) | (4,285) | ||
Ending balance | (70,883) | (62,214) | (65,741) | (79,762) | (66,418) | (59,784) | (70,883) | (79,762) |
Net unrecognized loss related to benefit plans (net of tax) | ||||||||
Total | ||||||||
Beginning balance | (2,008) | (2,230) | (2,453) | (2,928) | (2,730) | (3,323) | (2,453) | (3,323) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 | 0 | 0 | ||
Reclassification of AOCI to net loss | 223 | 222 | 223 | 198 | (198) | 593 | ||
Other comprehensive income (loss) | 223 | 222 | 223 | 198 | (198) | 593 | ||
Ending balance | $ (1,785) | $ (2,008) | $ (2,230) | $ (2,730) | $ (2,928) | $ (2,730) | $ (1,785) | $ (2,730) |
COMPREHENSIVE LOSS - Reclassifi
COMPREHENSIVE LOSS - Reclassification out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Benefit plans, net | $ (56) | $ 7,424 | $ (304) | $ 22,279 |
Net (loss) income | (12,275) | (12,751) | (24,367) | (22,476) |
Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net (loss) income | 223 | 198 | 668 | 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 | $ 198 | $ 668 | $ 593 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Available-for-Sale Securities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 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 | $ 6,908 | $ 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 | 6,906 | 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 | 2 | 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 | 3,292 | 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 | 3,292 | 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 | 2 | 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 | 2 | 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 | 3,614 | 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 | 3,614 | 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) | Sep. 30, 2023 |
Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available for sale securities contractual maturities (in years) | 0 years |
Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available for sale securities contractual maturities (in years) | 5 years |
FAIR VALUE MEASUREMENTS - Senio
FAIR VALUE MEASUREMENTS - Senior Notes (Details) - Senior notes - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 28, 2021 | Mar. 31, 2021 | Feb. 12, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Carrying Value | $ 344,474 | |||||
8.125% Senior Notes due 2026 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fixed rate per annum (as percent) | 8.125% | 8.125% | 8.125% | 8.125% | ||
Carrying Value | $ 193,034 | |||||
Estimated Fair Value | 183,383 | |||||
6.50% Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fixed rate per annum (as percent) | 6.50% | 6.50% | 6.50% | |||
Carrying Value | 151,440 | |||||
Estimated Fair Value | $ 126,301 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ / shares in Units, € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 27 Months Ended | ||||||||||||||||||
Mar. 31, 2023 USD ($) | Jul. 28, 2022 USD ($) bid subsidiary | 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 ($) shares | Feb. 12, 2021 USD ($) | Feb. 09, 2021 shares | Nov. 19, 2018 USD ($) | May 31, 2021 USD ($) shares | Sep. 30, 2023 USD ($) | Sep. 10, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 shares | Sep. 30, 2023 USD ($) | Jul. 20, 2022 $ / shares shares | Dec. 28, 2021 USD ($) | Jul. 07, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Sale of stock, number of shares issued (in shares) | shares | 29,487,180 | ||||||||||||||||||||||
Series A 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 | 307,237 | ||||||||||||||||||||
8.125% | Senior notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt interest rate per annum | 8.125% | 8.125% | 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% | ||||||||||||||||||||
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 | ||||||||||||||||||||||
Fees For Services | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Amount of transaction | $ 200,000 | $ 200,000 | $ 600,000 | ||||||||||||||||||||
Hamon Holdings Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Acquiree potential carve-out, number of subsidiary | subsidiary | 4 | ||||||||||||||||||||||
Number of successful bids | bid | 1 | ||||||||||||||||||||||
Business acquisition, bidder price | $ 2,900,000 | ||||||||||||||||||||||
B. Riley Capital Management, LLC | Babcock & Wilcox Enterprises, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Ownership percent of common stock | 30.50% | ||||||||||||||||||||||
Affiliated Entity | 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 | ||||||||||||||||||||||
Affiliated Entity | B. Riley Financial, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Performance bond amount | € | € 30 | ||||||||||||||||||||||
Indemnity rider fee | $ 1,700,000 | ||||||||||||||||||||||
Indemnity rider fee, percentage of bonded obligation | 5% | 5% | |||||||||||||||||||||
Affiliated Entity | Reimbursement agreement | B. Riley Financial, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Annual fees agreed for guaranty | $ 900,000 | ||||||||||||||||||||||
Affiliated Entity | Series A Preferred Stock | B. Riley Securities, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Payment of debt issuance costs | $ 400,000 | $ 4,300,000 | |||||||||||||||||||||
Affiliated Entity | Series A Preferred Stock | B. Riley Financial, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Sale of stock, number of shares issued (in shares) | shares | 2,916,880 | ||||||||||||||||||||||
Affiliated Entity | Senior notes | B. Riley Securities, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Payment of debt issuance costs | 5,200,000 | ||||||||||||||||||||||
Affiliated Entity | 8.125% | Senior notes | B. Riley Securities, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Payment of debt issuance costs | $ 600,000 | ||||||||||||||||||||||
Debt face amount | $ 150,000,000 | ||||||||||||||||||||||
Affiliated Entity | 8.125% | Senior notes | B. Riley Financial, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt face amount | $ 35,000,000 | ||||||||||||||||||||||
Affiliated Entity | Last Out Term Loan Tranche A-3 | B. Riley Financial, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Payment to related party in exchange for debt prepayment | $ 400,000 | ||||||||||||||||||||||
Fees associated with debt extinguishment | 73,300,000 | ||||||||||||||||||||||
Cash paid for accrued interest | $ 900,000 | ||||||||||||||||||||||
Affiliated Entity | 6.50% Senior Notes | Senior notes | B. Riley Securities, Inc. | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Payment of debt issuance costs | $ 5,500,000 | ||||||||||||||||||||||
Affiliated Entity | Financial advisory services | BPRI Executive Consulting, LLC | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Related party transaction, period with written notice to terminate agreement | 30 days | ||||||||||||||||||||||
Related party transaction monthly payments | $ 750,000 | ||||||||||||||||||||||
Affiliated Entity | BRF Investments, LLC | |||||||||||||||||||||||
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 |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Narrative (Details) $ in Millions | 3 Months Ended | ||||
Jul. 28, 2022 USD ($) bid subsidiary | Jun. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) | Feb. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sale of intangible assets, consideration | $ 8 | ||||
Loss (Gain) on asset disposals, net | $ 6.2 | ||||
Accounts receivable from sale of intangible assets | $ 5.1 | ||||
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 | ||||
Business combination, contingent consideration, fair value | $ 5.9 | ||||
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 | ||||
Number of successful bids | bid | 1 | ||||
Business acquisition, bidder price | $ 2.9 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 19 Months Ended | 20 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Feb. 28, 2022 | Feb. 01, 2022 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 100,383 | $ 100,383 | $ 100,437 | ||
Fossil Power Systems | |||||
Business Acquisition [Line Items] | |||||
Cash | 1,869 | 1,869 | $ 1,869 | ||
Accounts receivable | 2,624 | 2,624 | 2,624 | ||
Contracts in progress | 370 | 370 | 370 | ||
Other current assets | 3,228 | 3,228 | 3,228 | ||
Property, plant and equipment, net | 178 | 178 | 178 | ||
Goodwill | 35,662 | 35,662 | 35,392 | ||
Other assets | 25,092 | 25,092 | 25,092 | ||
Right of use assets | 1,115 | 1,115 | 1,115 | ||
Current liabilities | (1,810) | (1,810) | (1,792) | ||
Advance billings on contracts | (645) | (645) | (645) | ||
Non-current lease liabilities | (989) | (989) | (989) | ||
Non-current liabilities | (7,490) | (7,490) | (7,384) | ||
Net acquisition cost | 59,204 | 59,204 | $ 59,058 | ||
Measurement Period Adjustments | |||||
Goodwill | 270 | ||||
Current liabilities | (18) | ||||
Non-current liabilities | (106) | ||||
Net acquisition cost | 146 | ||||
Optimus Industries | |||||
Business Acquisition [Line Items] | |||||
Cash | 5,338 | 5,338 | $ 5,338 | ||
Accounts receivable | 5,165 | 5,165 | 5,165 | ||
Contracts in progress | 2,598 | 2,598 | 2,598 | ||
Other current assets | 2,115 | 2,115 | 2,115 | ||
Property, plant and equipment, net | 7,619 | 7,619 | 2,441 | ||
Goodwill | 3,807 | 3,807 | 11,081 | ||
Other assets | 2,331 | 2,331 | 12 | ||
Right of use assets | 105 | 105 | 94 | ||
Current liabilities | (4,240) | (4,240) | (4,240) | ||
Advance billings on contracts | (3,779) | (3,779) | (3,779) | ||
Non-current lease liabilities | (2) | (2) | (2) | ||
Non-current liabilities | (1,858) | (1,858) | (1,858) | ||
Net acquisition cost | 19,199 | $ 19,199 | $ 18,965 | ||
Measurement Period Adjustments | |||||
Property, plant and equipment, net | 5,178 | ||||
Goodwill | (7,274) | ||||
Other assets | 2,319 | ||||
Right of use assets | 11 | ||||
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 | 9 years | |
Customer Relationships | Optimus Industries | ||
Business Acquisition [Line Items] | ||
Estimated Acquisition Date Fair Value | $ 2,100 | |
Weighted Average Estimated Useful Life | 10 years | |
Tradename | Fossil Power Systems | ||
Business Acquisition [Line Items] | ||
Estimated Acquisition Date Fair Value | $ 787 | |
Weighted Average Estimated Useful Life | 14 years | |
Tradename | Optimus Industries | ||
Business Acquisition [Line Items] | ||
Estimated Acquisition Date Fair Value | $ 220 | |
Weighted Average Estimated Useful Life | 3 years | |
Patented Technology | Fossil Power Systems | ||
Business Acquisition [Line Items] | ||
Estimated Acquisition Date Fair Value | $ 578 | |
Weighted Average Estimated Useful Life | 12 years | |
Unpatented Technology | Fossil Power Systems | ||
Business Acquisition [Line Items] | ||
Estimated Acquisition Date Fair Value | $ 3,276 | |
Weighted Average Estimated Useful Life | 12 years |