Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 86,260,649 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
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, $0.01 par value | |
Trading Symbol | BW | |
Security Exchange Name | NYSE | |
Senior notes 8.125% due 2026 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 8.125% Senior Notes due 2026 | |
Trading Symbol | BWSN | |
Security Exchange Name | NYSE | |
7.75% Series A Cumulative Perpetual Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.75% Series A Cumulative Perpetual Preferred Stock | |
Trading Symbol | BW PRA | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 159,960 | $ 132,513 | $ 531,068 | $ 416,464 |
Costs and expenses: | ||||
Cost of operations | 114,643 | 75,156 | 404,827 | 292,691 |
Selling, general and administrative expenses | 38,206 | 35,689 | 112,367 | 107,876 |
Advisory fees and settlement costs | 1,841 | 3,846 | 9,658 | 10,074 |
Restructuring activities | 4,575 | 2,396 | 7,968 | 6,739 |
Research and development (benefit) costs | (228) | 1,355 | 969 | 3,927 |
Gain on asset disposals, net | (13,838) | (3) | (15,804) | (916) |
Total costs and expenses | 145,199 | 118,439 | 519,985 | 420,391 |
Operating income (loss) | 14,761 | 14,074 | 11,083 | (3,927) |
Other income (expense): | ||||
Interest expense | (8,330) | (12,203) | (30,574) | (49,776) |
Interest income | 130 | 167 | 385 | 430 |
Gain (loss) on debt extinguishment | 0 | 0 | 6,530 | (6,194) |
Loss on sale of business | 0 | 0 | (2,240) | (108) |
Benefit plans, net | 9,867 | 7,328 | 24,889 | 22,314 |
Foreign exchange | (1,673) | 24,963 | (1,056) | 22,749 |
Other – net | (806) | (276) | (988) | (3,068) |
Total other income (expense) | (812) | 19,979 | (3,054) | (13,653) |
Income (loss) before income tax expense | 13,949 | 34,053 | 8,029 | (17,580) |
Income tax expense (benefit) | 301 | (502) | 6,683 | (467) |
Income (loss) from continuing operations | 13,648 | 34,555 | 1,346 | (17,113) |
Income from discontinued operations, net of tax | 0 | 0 | 0 | 1,800 |
Net income (loss) | 13,648 | 34,555 | 1,346 | (15,313) |
Net (income) loss attributable to non-controlling interest | (5) | 169 | (41) | 407 |
Net income (loss) attributable to stockholders | 13,643 | 34,724 | 1,305 | (14,906) |
Less: Dividend on Series A preferred stock | (3,681) | 0 | (5,412) | 0 |
Net income (loss) attributable to stockholders of common stock | $ 9,962 | $ 34,724 | $ (4,107) | $ (14,906) |
Basic earnings (loss) per share | ||||
Continuing operations (in dollars per share) | $ 0.12 | $ 0.70 | $ (0.05) | $ (0.35) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.04 |
Basic earnings (loss) per share (in dollars per share) | 0.12 | 0.70 | (0.05) | (0.31) |
Diluted earnings (loss) per share | ||||
Continuing operations (in dollars per share) | 0.11 | 0.69 | (0.05) | (0.35) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.04 |
Diluted earnings (loss) per share (in dollars per share) | $ 0.11 | $ 0.69 | $ (0.05) | $ (0.31) |
Shares used in the computation of earnings (loss) per share: | ||||
Basic (in shares) | 86,002 | 49,478 | 81,088 | 47,585 |
Diluted (in shares) | 86,964 | 50,056 | 81,088 | 47,585 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 13,648 | $ 34,555 | $ 1,346 | $ (15,313) |
Other comprehensive income (loss): | ||||
Currency translation adjustments (CTA) | (1,292) | (22,916) | (2,840) | (24,631) |
Reclassification of CTA to net income (loss) | 0 | 0 | (4,512) | 0 |
Benefit obligations: | ||||
Amortization of benefit plan benefits | 197 | (246) | 593 | (738) |
Other comprehensive loss | (1,095) | (23,162) | (6,759) | (25,369) |
Total comprehensive income (loss) | 12,553 | 11,393 | (5,413) | (40,682) |
Comprehensive income attributable to non-controlling interest | 25 | 175 | 18 | 434 |
Comprehensive income (loss) attributable to stockholders | $ 12,578 | $ 11,568 | $ (5,395) | $ (40,248) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Cash, cash equivalents and restricted cash | $ 115,747 | $ 67,423 |
Accounts receivable – trade, net | 129,908 | 128,317 |
Accounts receivable – other | 36,941 | 35,442 |
Contracts in progress | 68,266 | 59,308 |
Inventories | 72,999 | 67,161 |
Other current assets | 22,907 | 26,421 |
Current assets held for sale | 0 | 4,728 |
Total current assets | 446,768 | 388,800 |
Net property, plant and equipment, and finance lease | 109,918 | 85,078 |
Goodwill | 90,548 | 47,363 |
Intangible assets | 37,528 | 23,908 |
Right-of-use assets | 9,812 | 10,814 |
Other assets | 34,784 | 24,673 |
Non-current assets held for sale | 0 | 11,156 |
Total assets | 729,358 | 591,792 |
Accounts payable | 85,948 | 73,481 |
Accrued employee benefits | 15,660 | 13,906 |
Advance billings on contracts | 44,439 | 64,002 |
Accrued warranty expense | 15,210 | 25,399 |
Financing lease liabilities | 3,302 | 886 |
Operating lease liabilities | 3,651 | 3,995 |
Other accrued liabilities | 51,996 | 80,858 |
Loans payable | 10,137 | 0 |
Current liabilities held for sale | 0 | 8,305 |
Total current liabilities | 230,343 | 270,832 |
Senior notes | 181,150 | 0 |
Long term loans payable | 1,789 | 0 |
Last out term loans | 0 | 183,330 |
Revolving credit facilities | 0 | 164,300 |
Pension and other accumulated postretirement benefit liabilities | 205,079 | 252,292 |
Non-current finance lease liabilities | 52,526 | 29,690 |
Non-current operating lease liabilities | 6,298 | 7,031 |
Other non-current liabilities | 31,773 | 22,579 |
Total liabilities | 708,958 | 930,054 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, par value $0.01 per share, authorized shares of 20,000; issued and outstanding shares of 7,599 and 0 at September 30, 2021 and December 30, 2020, respectively | 76 | 0 |
Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 86,244 and 54,452 at September 30, 2021 and December 31, 2020, respectively | 5,110 | 4,784 |
Capital in excess of par value | 1,516,368 | 1,164,436 |
Treasury stock at cost, 1,512 and 718 shares at September 30, 2021 and December 31, 2020, respectively | (110,853) | (105,990) |
Accumulated deficit | (1,354,313) | (1,350,206) |
Accumulated other comprehensive loss | (59,149) | (52,390) |
Stockholders' deficit attributable to shareholders | (2,761) | (339,366) |
Non-controlling interest | 23,161 | 1,104 |
Total stockholders' equity (deficit) | 20,400 | (338,262) |
Total liabilities and stockholders' equity (deficit) | $ 729,358 | $ 591,792 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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) | 7,599,000 | 0 |
Preferred stock, outstanding (in shares) | 7,599,000 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 86,244,000 | 54,452,000 |
Common stock, outstanding (in shares) | 86,244,000 | 54,452,000 |
Treasury stock, at cost (in shares) | 1,512,000 | 718,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Preferred Stock | Capital In Excess of Par Value | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 46,374,000 | |||||||
Beginning balance at Dec. 31, 2019 | $ (294,939) | $ 4,699 | $ 1,142,614 | $ (105,707) | $ (1,339,888) | $ 1,926 | $ 1,417 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (31,622) | (31,526) | (96) | |||||
Currency translation adjustments | 2,322 | 2,380 | (58) | |||||
Defined benefit obligations | (246) | (246) | ||||||
Stock-based compensation charges (in shares) | 33,000 | |||||||
Stock-based compensation charges | 871 | $ 4 | 876 | (9) | ||||
Dividends to non-controlling interest | (36) | (36) | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 46,407,000 | |||||||
Ending balance at Mar. 31, 2020 | (323,650) | $ 4,703 | 1,143,490 | (105,716) | (1,371,414) | 4,060 | 1,227 | |
Beginning balance (in shares) at Dec. 31, 2019 | 46,374,000 | |||||||
Beginning balance at Dec. 31, 2019 | (294,939) | $ 4,699 | 1,142,614 | (105,707) | (1,339,888) | 1,926 | 1,417 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (15,313) | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 52,006,000 | |||||||
Ending balance at Sep. 30, 2020 | (320,778) | $ 4,760 | 1,157,811 | (105,985) | (1,354,794) | (23,443) | 873 | |
Beginning balance (in shares) at Mar. 31, 2020 | 46,407,000 | |||||||
Beginning balance at Mar. 31, 2020 | (323,650) | $ 4,703 | 1,143,490 | (105,716) | (1,371,414) | 4,060 | 1,227 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (18,246) | (18,104) | (142) | |||||
Currency translation adjustments | (4,058) | (4,095) | 37 | |||||
Defined benefit obligations | (246) | (246) | ||||||
Stock-based compensation charges | 922 | 923 | (1) | |||||
Equitized guarantee fee payment (in shares) | 1,713,000 | |||||||
Equitized guarantee fee payment | 3,900 | $ 17 | 3,883 | |||||
Equitized Last Out Term Loan interest payment (in shares) | 1,192,000 | |||||||
Equitized Last Out Term Loan interest payment | 2,715 | $ 12 | 2,703 | |||||
Dividends to non-controlling interest | (37) | |||||||
Ending balance (in shares) at Jun. 30, 2020 | 49,312,000 | |||||||
Ending balance at Jun. 30, 2020 | (338,700) | $ 4,732 | 1,150,999 | (105,717) | (1,389,518) | (281) | 1,085 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 34,555 | 34,724 | (169) | |||||
Currency translation adjustments | (22,922) | (22,916) | (6) | |||||
Defined benefit obligations | (246) | (246) | ||||||
Stock-based compensation charges (in shares) | 360,000 | |||||||
Stock-based compensation charges | 1,256 | $ 4 | 1,520 | (268) | ||||
Equitized Last Out Term Loan interest payment (in shares) | 2,334,000 | |||||||
Equitized Last Out Term Loan interest payment | 5,316 | $ 24 | 5,292 | |||||
Dividends to non-controlling interest | (37) | (37) | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 52,006,000 | |||||||
Ending balance at Sep. 30, 2020 | $ (320,778) | $ 4,760 | 1,157,811 | (105,985) | (1,354,794) | (23,443) | 873 | |
Beginning balance (in shares) at Dec. 31, 2020 | 54,452,000 | 54,452,000 | 0 | |||||
Beginning balance at Dec. 31, 2020 | $ (338,262) | $ 4,784 | $ 0 | 1,164,436 | (105,990) | (1,350,206) | (52,390) | 1,104 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (15,443) | (15,464) | 21 | |||||
Currency translation adjustments | (4,606) | (4,582) | (24) | |||||
Defined benefit obligations | 198 | 198 | ||||||
Stock-based compensation charges (in shares) | 1,725,000 | |||||||
Stock-based compensation charges | 1,194 | $ 22 | 4,480 | (3,308) | ||||
Common stock offering, net (in shares) | 29,487,000 | |||||||
Common stock offering, net | 161,513 | $ 295 | 161,218 | |||||
Dividends to non-controlling interest | (38) | (38) | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 85,664,000 | 0 | ||||||
Ending balance at Mar. 31, 2021 | $ (195,444) | $ 5,101 | $ 0 | 1,330,134 | (109,298) | (1,365,670) | (56,774) | 1,063 |
Beginning balance (in shares) at Dec. 31, 2020 | 54,452,000 | 54,452,000 | 0 | |||||
Beginning balance at Dec. 31, 2020 | $ (338,262) | $ 4,784 | $ 0 | 1,164,436 | (105,990) | (1,350,206) | (52,390) | 1,104 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | $ 1,346 | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 86,244,000 | 86,244,000 | 7,599,000 | |||||
Ending balance at Sep. 30, 2021 | $ 20,400 | $ 5,110 | $ 76 | 1,516,368 | (110,853) | (1,354,313) | (59,149) | 23,161 |
Beginning balance (in shares) at Mar. 31, 2021 | 85,664,000 | 0 | ||||||
Beginning balance at Mar. 31, 2021 | (195,444) | $ 5,101 | $ 0 | 1,330,134 | (109,298) | (1,365,670) | (56,774) | 1,063 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 3,141 | 3,126 | 15 | |||||
Currency translation adjustments | (1,483) | (1,478) | (5) | |||||
Defined benefit obligations | 198 | 198 | ||||||
Stock-based compensation charges (in shares) | 65,000 | |||||||
Stock-based compensation charges | 1,200 | $ 2 | 1,201 | (3) | ||||
Common stock offering, net | (529) | (529) | ||||||
Preferred stock offering, net (in shares) | 4,445,000 | |||||||
Preferred stock offering, net | 106,043 | $ 45 | 105,998 | |||||
Equitized Last Out Term Loan principal payment (in shares) | 2,917,000 | |||||||
Equitized Last Out Term Loan principal payment | 72,922 | $ 29 | 72,893 | |||||
Dividends to preferred stockholders | (1,731) | (1,731) | ||||||
Dividends to non-controlling interest | (36) | (36) | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 85,729,000 | 7,362,000 | ||||||
Ending balance at Jun. 30, 2021 | (15,719) | $ 5,103 | $ 74 | 1,509,697 | (109,301) | (1,364,275) | (58,054) | 1,037 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 13,648 | 13,643 | 5 | |||||
Currency translation adjustments | (1,322) | (1,292) | (30) | |||||
Defined benefit obligations | 197 | 197 | ||||||
Stock-based compensation charges (in shares) | 515,000 | |||||||
Stock-based compensation charges | (629) | $ 7 | 916 | (1,552) | ||||
Common stock offering, net | (50) | (50) | ||||||
Preferred stock offering, net (in shares) | 237,000 | |||||||
Preferred stock offering, net | 5,807 | $ 2 | 5,805 | |||||
Dividends to preferred stockholders | (3,681) | (3,681) | ||||||
Non-controlling interest from acquisition | 22,262 | 22,262 | ||||||
Dividends to non-controlling interest | $ (113) | (113) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 86,244,000 | 86,244,000 | 7,599,000 | |||||
Ending balance at Sep. 30, 2021 | $ 20,400 | $ 5,110 | $ 76 | $ 1,516,368 | $ (110,853) | $ (1,354,313) | $ (59,149) | $ 23,161 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,346 | $ (15,313) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of long-lived assets | 12,684 | 12,296 |
Amortization of deferred financing costs and debt discount | 7,150 | 16,013 |
Amortization of guaranty fee | 1,370 | 698 |
Non-cash operating lease expense | 3,206 | 3,600 |
Loss on sale of business | 2,240 | 108 |
(Gain) loss on debt extinguishment | (6,530) | 6,194 |
Gain on asset disposals | (15,804) | (916) |
Provision for (benefit from) deferred income taxes, including valuation allowances | 2,601 | (788) |
Mark to market, prior service cost amortization for pension and postretirement plans | (1,660) | (738) |
Stock-based compensation, net of associated income taxes | 6,628 | 3,327 |
Equitized non-cash interest expense | 0 | 8,031 |
Foreign exchange | 1,056 | (22,749) |
Changes in assets and liabilities: | ||
Accounts receivable | 1,466 | 28,577 |
Accrued insurance receivable | 0 | (26,000) |
Contracts in progress | (9,365) | 21,633 |
Advance billings on contracts | (20,625) | (23,161) |
Inventories | (4,681) | (4,865) |
Income taxes | (4,239) | (4,820) |
Accounts payable | 7,375 | (33,450) |
Accrued and other current liabilities | (44,768) | 13,793 |
Accrued contract loss | (266) | (5,294) |
Pension liabilities, accrued postretirement benefits and employee benefits | (47,108) | (25,922) |
Other, net | 90 | (17,550) |
Net cash used in operating activities | (107,834) | (67,296) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (4,213) | (2,274) |
Acquisition of business | (27,211) | 0 |
Proceeds from sale of business and assets, net | 23,770 | 8,784 |
Purchases of available-for-sale securities | (9,597) | (19,149) |
Sales and maturities of available-for-sale securities | 11,373 | 14,597 |
Net cash (used in) from investing activities | (5,878) | 1,958 |
Cash flows from financing activities: | ||
Issuance of senior notes, net | 151,239 | 0 |
Borrowings on loan payable | 3,472 | 0 |
Issuance of preferred stock, net | 111,850 | 0 |
Payment of preferred stock dividends | (5,412) | 0 |
Shares of common stock returned to treasury stock | (4,863) | (278) |
Issuance of common stock, net | 160,934 | 0 |
Debt issuance costs | (16,725) | (10,343) |
Other, net | (1,569) | 98 |
Net cash from financing activities | 159,218 | 52,377 |
Effects of exchange rate changes on cash | 2,818 | 4,389 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 48,324 | (8,572) |
Cash, cash equivalents and restricted cash, beginning of period | 67,423 | 56,941 |
Cash, cash equivalents and restricted cash, end of period | 115,747 | 48,369 |
Last Out Term Loans | ||
Cash flows from financing activities: | ||
Borrowings under credit facilities | 0 | 60,000 |
Repayments of lines of credit | (75,408) | 0 |
U.S. Revolving Credit Facility | ||
Cash flows from financing activities: | ||
Borrowings under credit facilities | 14,500 | 126,300 |
Repayments of lines of credit | $ (178,800) | $ (123,400) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
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 and Securities and Exchange Commission (“SEC”) instructions for interim financial information, and should be read in conjunction with our Annual Report. We have included all adjustments, in the opinion of management, consisting only of normal, recurring adjustments, necessary for a fair presentation of the interim financial statements. We have eliminated all intercompany transactions and accounts. We present the notes to our Condensed Consolidated Financial Statements on the basis of continuing operations, unless otherwise stated. COVID-19 In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China and subsequently spread globally. This global pandemic has disrupted business operations including global supply chains, trade, commerce, financial and credit markets, and daily life throughout the world. Our business has been, and continues to be, adversely impacted by the measures taken and restrictions imposed in the countries in which we operate and by local governments and others to control the spread of this virus. These measures and restrictions have varied widely and have been subject to significant changes from time to time depending on changes in the severity of the virus in these countries and localities. These restrictions, including curtailment of travel and other activity, negatively impact our ability to conduct business. The COVID-19 pandemic has also disrupted our global supply chains including the manufacturing, supply, distribution, transportation and delivery of our products. We could also see significant disruptions of the operations of our logistics, service providers, delays in shipments and negative impacts to pricing of certain of our products. Disruptions and delays in our supply chains as a result of the COVID-19 pandemic could adversely our ability to meet our customers’ demands. Lastly, the prioritization of shipments of certain products as a result of the pandemic could cause delays in the shipment or delivery of our products. Such disruptions could result in reduced sales. The volatility and variability of the virus has limited our ability to forecast the impact of the virus on our customers and our business. The continuing resurgence of COVID-19, including new strains such as the delta variant, has resulted in the reimposition of certain restrictions and may lead to other restrictions being implemented in response to efforts to reduce the spread of the virus. These varying and changing events have caused many of the projects we had anticipated would begin in 2020 to be delayed into the second half of 2021 and beyond. Many customers and projects require B&W's employees to travel to customer and project worksites. Certain customers and significant projects are located in areas where travel restrictions have been imposed, certain customers have closed or reduced on-site activities, and timelines for completion of certain projects have, as noted above, been extended into the fourth quarter of 2021 and beyond. Additionally, out of concern for our employees, even where restrictions permit employees to return to our offices and worksites, we incurred additional costs to protect our employees and advised those who are uncomfortable returning to worksites due to the pandemic that they are not required to do so for an indefinite period of time. The resulting uncertainty concerning, among other things, the spread and economic impact of the virus has also caused significant volatility and, at times, illiquidity in global equity and credit markets. The full extent of the COVID-19 impact, including new strains such as the delta variant, that may arise along with the availability of vaccines and anti-vaccination attitudes of the public, that could negatively impact our evaluation on our operational and financial performance will depend on future developments, including the ultimate duration and spread of the pandemic and related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, as well as the availability and effectiveness of COVID-19 vaccinations in the U.S. and abroad, all of which are uncertain, out of our control, and cannot be predicted. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings 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) 2021 2020 2021 2020 Income (loss) from continuing operations attributable to stockholders of common stock $ 9,962 $ 34,724 $ (4,107) $ (16,706) Income from discontinued operations attributable to stockholders of common stock, net of tax — — — 1,800 Net income (loss) attributable to stockholders of common stock $ 9,962 $ 34,724 $ (4,107) $ (14,906) Weighted average shares used to calculate basic earnings (loss) per share 86,002 49,478 81,088 47,585 Dilutive effect of stock options, restricted stock and performance units 962 578 — — Weighted average shares used to calculate diluted earnings (loss) per share 86,964 50,056 81,088 47,585 Basic earnings (loss) per share Continuing operations $ 0.12 $ 0.70 $ (0.05) $ (0.35) Discontinued operations — — — 0.04 Basic earnings (loss) per share $ 0.12 $ 0.70 $ (0.05) $ (0.31) Diluted earnings (loss) per share Continuing operations $ 0.11 $ 0.69 $ (0.05) $ (0.35) Discontinued operations — — — 0.04 Diluted earnings (loss) per share $ 0.11 $ 0.69 $ (0.05) $ (0.31) Because we incurred a net loss in the nine months ended September 30, 2021 and 2020, basic and diluted shares are the same. If we had net income in the nine months ended September 30, 2021 and 2020, diluted shares would include an additional 1.3 million and 422.3 thousand shares, respectively. We excluded 0.9 million and 1.1 million shares related to stock options from the diluted share calculation for the three months ended September 30, 2021 and 2020, respectively, because their effect would have been anti-dilutive. We excluded 1.0 million and 1.3 million shares related to stock options from the diluted share calculation for the nine months ended September 30, 2021 and 2020, respectively, because their effect would have been anti-dilutive. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING B&W’s innovative products and services are organized into three market-facing segments as part of the Company's strategic, market-focused organizational and re-branding initiative to accelerate growth and provide stakeholders improved visibility into our renewable and environmental growth platforms. Our reportable segments are as follows: • Babcock & Wilcox Renewable: Supplies cost-effective technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, biomass energy and black liquor systems for the pulp and paper industry. B&W’s leading technologies support a circular economy, diverting waste from landfills to use for power generation and replacing fossil fuels, while recovering metals and reducing emissions. • Babcock & Wilcox Environmental: Provides a full suite of best-in-class emissions control and environmental technology solutions for utility, waste to energy, biomass, carbon black, and industrial steam generation applications around the world. B&W’s broad experience includes systems for cooling, ash handling, particulate control, nitrogen oxides and sulfur dioxides removal, chemical looping for carbon control, and mercury control. • Babcock & Wilcox Thermal: Distributes and manufactures steam generation equipment, aftermarket parts, construction, maintenance and field services for plants in the power generation, oil and gas, and industrial sectors. B&W has an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others. Total revenues exclude revenues generated from sales to other segments. An analysis of our operations by segment is as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Revenues: B&W Renewable segment B&W Renewable $ 20,783 $ 21,253 $ 63,481 $ 70,657 Vølund 17,217 17,809 41,674 47,913 38,000 39,062 105,155 118,570 B&W Environmental segment B&W Environmental 14,338 11,841 42,766 35,289 SPIG 16,514 10,323 40,892 32,510 GMAB 7,397 3,098 14,109 8,555 38,249 25,262 97,767 76,354 B&W Thermal segment B&W Thermal 83,819 70,025 328,416 223,920 83,819 70,025 328,416 223,920 Other (108) (1,836) (270) (2,380) Total Revenues $ 159,960 $ 132,513 $ 531,068 $ 416,464 The presentation of the components of our adjusted EBITDA in the table below is consistent with the way our chief operating decision maker reviews the results of our operations and makes strategic decisions about our business. Items such as gains or losses on asset sales, net pension benefits, restructuring costs, impairments, gains and losses on debt extinguishment, costs related to financial consulting, research and development costs and other costs that may not be directly controllable by segment management are not allocated to the segments. Adjusted EBITDA for each segment is presented below with a reconciliation to net income (loss) attributable to stockholders of common stock. Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Adjusted EBITDA (1) B&W Renewable segment (2) $ 11,399 $ 23,575 $ 15,030 $ 22,003 B&W Environmental segment 3,471 2,177 7,270 1,408 B&W Thermal segment 9,205 7,287 32,066 22,879 Corporate (5,866) (4,916) (11,548) (12,864) Research and development benefit (costs) 513 (1,355) (560) (3,927) 18,722 26,768 42,258 29,499 Restructuring activities (4,575) (2,396) (7,968) (6,739) Acquisition pursuit and related costs (4,037) — (4,037) — Financial advisory services (322) (1,650) (2,554) (3,161) Advisory fees for settlement costs and liquidity planning (954) (1,387) (4,991) (5,156) Litigation legal costs (566) (809) (2,113) (1,757) Stock compensation (152) (1,175) (8,032) (3,074) Interest on letters of credit included in cost of operations (572) (186) (1,178) (585) Loss from business held for sale — (93) (483) (411) Depreciation & amortization (4,305) (4,056) (12,684) (12,296) Contract asset amortization (73) — (146) — Product development (2,427) — (2,690) — Gain (loss) from a non-strategic business 184 (945) (103) (1,163) Gain on asset disposals, net 13,838 3 15,804 916 Operating income (loss) 14,761 14,074 11,083 (3,927) Interest expense, net (8,200) (12,036) (30,189) (49,346) Gain (loss) on debt extinguishment — — 6,530 (6,194) Loss on sale of business — — (2,240) (108) Net pension benefit before MTM 7,614 7,328 22,636 22,314 MTM gain from benefit plans 2,253 — 2,253 — Foreign exchange (1,673) 24,963 (1,056) 22,749 Other – net (806) (276) (988) (3,068) Total other income (expense) (812) 19,979 (3,054) (13,653) Income (loss) before income tax expense 13,949 34,053 8,029 (17,580) Income tax expense (benefit) 301 (502) 6,683 (467) Income (loss) from continuing operations 13,648 34,555 1,346 (17,113) Income from discontinued operations, net of tax — — — 1,800 Net income (loss) 13,648 34,555 1,346 (15,313) Net (income) loss attributable to non-controlling interest (5) 169 (41) 407 Net income (loss) attributable to stockholders 13,643 34,724 1,305 (14,906) Less: Dividend on Series A preferred stock 3,681 — 5,412 — Net income (loss) attributable to stockholders of common stock $ 9,962 $ 34,724 $ (4,107) $ (14,906) (1) Adjusted EBITDA for the three and nine months ended September 30, 2020, excludes losses related to a non-strategic business and interest on letters of credit included in cost of operations that were previously included in Adjusted EBITDA and total $0.9 million and $0.2 million, respectively, and $1.2 million and $0.6 million, respectively. (2) Adjusted EBITDA for the three and nine months ended September 30, 2020 includes a $26 million non-recurring loss recovery related to claims in connection with multiple Renewable EPC loss contracts. |
REVENUE RECOGNITION AND CONTRAC
REVENUE RECOGNITION AND CONTRACTS | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION AND CONTRACTS | REVENUE RECOGNITION AND CONTRACTS Revenue Recognition 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. Revenue from goods and services transferred to customers at a point in time, which includes certain aftermarket parts and services, accounted for 21% and 34% for the three months ended September 30, 2021 and 2020, respectively, and 20% and 32% of our revenue for the nine months ended September 30, 2021 and 2020, respectively. Revenue from products and services transferred to customers over time, which primarily relates to customized, engineered solutions and construction services, accounted for 79% and 66% for the three months ended September 30, 2021 and 2020, respectively, and 80% and 68% of our revenue for the nine months ended September 30, 2021 and 2020, respectively. Refer to Note 3 for our disaggregation of revenue by product line. Contract Balances The following represents the components of our contracts in progress and advance billings on contracts included in our Condensed Consolidated Balance Sheets: (in thousands) September 30, 2021 December 31, 2020 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 29,038 $ 25,888 $ 3,150 12 % Revenues recognized less billings to customers 39,228 33,420 5,808 17 % Contracts in progress $ 68,266 $ 59,308 $ 8,958 15 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 44,275 $ 61,884 $ (17,609) (28) % Costs of revenue recognized less cost incurred 164 2,118 (1,954) (92) % Advance billings on contracts $ 44,439 $ 64,002 $ (19,563) (31) % Net contract balance $ 23,827 $ (4,694) $ 28,521 (608) % Accrued contract losses $ 316 $ 582 $ (266) (46) % Backlog On September 30, 2021 we had $540.0 million of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately 29.1%, 32.6% and 38.3% of our remaining performance obligations as revenue in the remainder of 2021, 2022 and thereafter, respectively. Changes in Contract Estimates In the three and nine months ended September 30, 2021 and 2020, 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) 2021 2020 2021 2020 Increases in gross profit for changes in estimates for over time contracts (1) $ 7,001 $ 27,237 $ 12,340 $ 34,453 Decreases in gross profit for changes in estimates for over time contracts (1,523) (8,058) (6,018) (13,003) Net changes in gross profit for changes in estimates for over time contracts $ 5,478 $ 19,179 $ 6,322 $ 21,450 (1) Increases in gross profits for changes in estimates for over time contracts reflects a non-recurring loss recovery of $26.0 million in the three and nine months ended September 30, 2020. B&W Renewable EPC Loss Contracts We had six B&W Renewable EPC contracts for renewable energy facilities in Europe that were loss contracts at December 31, 2017. The scope of these EPC (Engineer, Procure and Construct) contracts extended beyond our core technology, products and services. In addition to these loss contracts, we have one remaining extended scope contract in our Babcock & Wilcox Renewable segment which turned into a loss contract in the fourth quarter of 2019. Four of the six contracts were 100% complete and the remaining two contracts were nearly 100% complete at September 30, 2021, with only limited warranty obligations remaining, and all have been turned over to the customers. In the three months ended September 30, 2021 and 2020, we recorded $0.2 million in net gains and $1.1 million in net losses, respectively, and in the nine months ended September 30, 2021 and 2020, we recorded $0.3 million in net gains and $1.4 million in net losses, respectively, inclusive of warranty expense as described in Note 10, resulting from changes in the estimated revenues and costs to complete those contracts. All liquidated damages associated with these six contracts have been settled and paid as of December 31, 2020. In October 2020, we entered into a settlement agreement with an insurer under which we received a settlement of $26.0 million to settle claims in connection with five of six European B&W Renewable EPC loss contracts disclosed above. We recognized this non-recurring loss recovery of $26.0 million as a reduction of our c ost of operations in our Condensed Consolidated Statements of Operations and recorded the insurance receivable in a ccounts receivable - other in our Condensed Consolidated Balance Sheets at September 30, 2020 because we determined the loss recovery was probable as of such date. During the third quarter of 2021, the Company received an offer from a subcontractor to reimburse the Company for project costs related to three of the Renewable EPC loss contracts described above. As we have been in negotiations with this subcontractor for some time, our determination that this recent offer, while not accepted, was deemed to have met the probability threshold for recognition. Accordingly, we have recognized this offer as a reduction of our cost of operations in our Condensed Consolidated Statements of Operations and recorded the receivable in a ccounts receivable - other in our Condensed Consolidated Balance Sheets at September 30, 2021 and in the Table above. We continue to pursue further recoveries relative to these project costs, similar to our normal practice, and the ultimate resolution of this matter could change materially. The Company, as a normal part of its ongoing business operations, is continuing to pursue other additional potential claims and recoveries from subcontractors and others where appropriate and available. B&W Environmental Loss Contracts At September 30, 2021, the B&W Environmental segment had two significant loss contracts of which both contracts were nearly 100% complete. We did not recognize additional contract losses in the three months ended September 30, 2021 and in the nine months ended September 30, 2021 our estimated loss on these contracts improved by $0.4 million. In the three and nine months ended September 30, 2020, we recognized $1.3 million of additional charges on these contracts. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The components of inventories are as follows: (in thousands) September 30, 2021 December 31, 2020 Raw materials and supplies $ 49,356 $ 46,659 Work in progress 6,571 8,195 Finished goods 17,072 12,307 Total inventories $ 72,999 $ 67,161 |
PROPERTY, PLANT & EQUIPMENT, &
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASE | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASE | PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASE Property, plant and equipment less accumulated depreciation is as follows: (in thousands) September 30, 2021 December 31, 2020 Land $ 1,524 $ 1,584 Buildings 32,523 34,207 Machinery and equipment 150,751 151,399 Property under construction 11,224 5,336 196,022 192,526 Less accumulated depreciation 138,619 135,925 Net property, plant and equipment 57,403 56,601 Finance lease 57,393 30,551 Less finance lease accumulated amortization 4,878 2,074 Net property, plant and equipment, and finance lease $ 109,918 $ 85,078 |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The following summarizes the changes in the net carrying amount of goodwill as of September 30, 2021: (in thousands) B&W B&W Environmental B&W Total Balance at December 31, 2020 $ 10,211 $ 5,673 $ 31,479 $ 47,363 Addition - Fosler Construction (1) 43,230 — — 43,230 Currency translation adjustments (7) (6) (32) (45) Balance at September 30, 2021 $ 53,434 $ 5,667 $ 31,447 $ 90,548 (1) As described in Note 24, we are in the process of completing the purchase price allocation associated with the Fosler Construction acquisition and as a result, the provisional measurements of goodwill associated with this acquisition are subject to change. Goodwill is tested for impairment annually and when impairment indicators exist. No impairment indicators were identified during the three months ended September 30, 2021. Because the B&W Thermal, B&W Construction Co., LLC, B&W Renewable and B&W Environmental reporting units each had negative carrying values, reasonable changes in assumptions would not indicate impairment. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Our intangible assets are as follows: (in thousands) September 30, 2021 December 31, 2020 Definite-lived intangible assets Customer relationships $ 38,251 $ 24,862 Unpatented technology 15,514 15,713 Patented technology 3,115 2,642 Tradename 12,726 13,088 Acquired backlog 2,700 — All other 9,413 9,262 Gross value of definite-lived intangible assets 81,719 65,567 Customer relationships amortization (20,297) (19,537) Unpatented technology amortization (7,935) (6,751) Patented technology amortization (2,696) (2,593) Tradename amortization (5,281) (4,831) All other amortization (9,287) (9,252) Accumulated amortization (45,496) (42,964) Net definite-lived intangible assets $ 36,223 $ 22,603 Indefinite-lived intangible assets Trademarks and trade names $ 1,305 $ 1,305 Total intangible assets, net $ 37,528 $ 23,908 The following summarizes the changes in the carrying amount of intangible assets: Nine months ended September 30, (in thousands) 2021 2020 Balance at beginning of period $ 23,908 $ 25,300 Business acquisitions and adjustments (1) 17,100 — Amortization expense (2,531) (2,564) Currency translation adjustments (949) 955 Balance at end of the period $ 37,528 $ 23,691 (1) As described in Note 24, we are in the process of completing the purchase price allocation associated with the Fosler Construction acquisition and as a result, the increase in amortization expense associated with this acquisition is subject to change. Amortization of intangible assets is included in cost of operations and SG&A in our Condensed Consolidated Statement of Operations but is not allocated to segment results. Estimated future intangible asset amortization expense, including the increase in amortization expense resulting from the September 30, 2021 acquisition of Fosler Construction, is as follows (in thousands): Amortization Expense (1) Year ending December 31, 2021 $ 2,744 Year ending December 31, 2022 5,633 Year ending December 31, 2023 4,552 Year ending December 31, 2024 4,469 Year ending December 31, 2025 3,708 Year ending December 31, 2026 2,452 Thereafter 12,665 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | LEASES Certain real property assets for our Copley, Ohio location were sold on March 15, 2021, as described in Note 24. In conjunction with the sale, we executed a leaseback agreement commencing March 16, 2021 and expiring on March 31, 2033. The lease is classified as a finance lease with total future minimum payments during the initial term of the lease of approximately $5.6 million as of September 30, 2021. An incremental borrowing rate of 7.19% was used to determine the right-of-use (the "ROU") asset. As of September 30, 2021, a $3.5 million ROU asset is recorded in net property, plant and equipment, and finance lease with corresponding liabilities of $3.8 million in other accrued liabilities and other non-current finance liabilities in our Condensed Consolidated Balance Sheets. Certain real property assets for our Lancaster, Ohio location were sold on August 13, 2021, as described in Note 24. In conjunction with the sale, we executed a leaseback agreement commencing August 13, 2021 and expiring on August 31, 2041. The lease is classified as a finance lease with total future minimum payments during the initial term of the lease of approximately $36.6 million as of September 30, 2021. An incremental borrowing rate of 6.65% was used to determine the ROU asset. We recorded a $19.4 million ROU asset in net property, plant and equipment, and finance lease and corresponding liabilities of $19.5 million in other accrued liabilities and other non-current finance liabilities in our Condensed Consolidated Balance Sheets as of September 30, 2021 . On September 30, 2021, we acquired a 60% controlling ownership stake in Illinois-based solar energy contractor Fosler Construction, as described in Note 24. As of September 30, 2021, there were two Fosler Construction leases classified as operating leases with total future minimum payments during the remaining term of the leases of approximately $1.5 million. As of September 30, 2021, a $1.1 million ROU asset is recorded in right-of-use assets with corresponding liabilities of $1.1 million in operating lease liabilities and non-current operating lease liabilities in our Condensed Consolidated Balance Sheets. As of September 30, 2021, there was one lease classified as a finance lease with total future minimum payments during the remaining term of the leases of approximately $1.5 million. An incremental borrowing rate of 6.65% was used to determine the ROU asset. We recorded a $0.7 million ROU asset in net property, plant and equipment, and finance lease and corresponding liabilities of $0.7 million in other accrued liabilities and other non-current finance liabilities in our Condensed Consolidated Balance Sheets as of September 30, 2021 . The components of lease expense included on our Condensed Consolidated Statements of Operations were as follows: Three months ended September 30, Nine months ended September 30, (in thousands) Classification 2021 2020 2021 2020 Operating lease expense: Operating lease expense Selling, general and administrative expenses $ 1,172 $ 1,433 $ 3,819 $ 4,329 Short-term lease expense Selling, general and administrative expenses 435 866 3,076 1,346 Variable lease expense (1) Selling, general and administrative expenses 58 625 256 1,019 Total operating lease expense $ 1,665 $ 2,924 $ 7,151 $ 6,694 Finance lease expense: Amortization of right-of-use assets Cost of operations $ 723 $ 517 $ 1,844 $ 1,546 Amortization of right-of-use assets Selling, general and administrative expenses 482 — 959 — Interest on lease liabilities Interest expense 870 612 2,194 1,843 Total finance lease expense $ 2,075 $ 1,129 $ 4,997 $ 3,389 Sublease income (2) Other – net $ (22) $ (22) $ (65) $ (65) Net lease cost $ 3,718 $ 4,031 $ 12,083 $ 10,018 (1) Variable lease expense primarily consists of common area maintenance expenses paid directly to lessors of real estate leases. (2) Sublease income excludes rental income from owned properties, which is not material. Other information related to leases is as follows: Nine months ended September 30, (in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,925 $ 4,275 Operating cash flows from finance leases 2,194 1,843 Financing cash flows from finance leases 1,382 (208) (in thousands) September 30, 2021 December 31, 2020 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 3,102 $ 2,629 Finance leases $ 26,841 $ 146 Weighted-average remaining lease term: Operating leases (in years) 3.7 3.1 Finance leases (in years) 15.3 13.9 Weighted-average discount rate: Operating leases 8.79 % 9.26 % Finance leases 7.39 % 8.00 % Amounts relating to leases were presented on our Condensed Consolidated Balance Sheets in the following line items: (in thousands) Assets: Classification September 30, 2021 December 31, 2020 Operating lease assets Right-of-use assets $ 9,812 $ 10,814 Finance lease assets Net property, plant and equipment, and finance lease 52,515 28,477 Total non-current lease assets $ 62,327 $ 39,291 Liabilities: Current Operating lease liabilities Operating lease liabilities $ 3,651 $ 3,995 Finance lease liabilities Financing lease liabilities 3,302 886 Non-current Operating lease liabilities Non-current operating lease liabilities 6,298 7,031 Finance lease liabilities Non-current finance lease liabilities 52,526 29,690 Total lease liabilities $ 65,777 $ 41,602 Future minimum lease payments required, including the future minimum lease payments resulting from the September 30, 2021 acquisition of Fosler Construction, under non-cancellable leases as of September 30, 2021 were as follows: (in thousands) Operating Leases Finance Leases Total 2021 (excluding the nine months ended September 30, 2021) $ 1,108 $ 1,840 $ 2,948 2022 4,047 6,803 10,850 2023 2,754 5,481 8,235 2024 1,645 5,577 7,222 2025 613 5,635 6,248 Thereafter 1,131 69,650 70,781 Total $ 11,298 $ 94,986 $ 106,284 Less imputed interest (1,349) (39,158) (40,507) Lease liability $ 9,949 $ 55,828 $ 65,777 |
LEASES | LEASES Certain real property assets for our Copley, Ohio location were sold on March 15, 2021, as described in Note 24. In conjunction with the sale, we executed a leaseback agreement commencing March 16, 2021 and expiring on March 31, 2033. The lease is classified as a finance lease with total future minimum payments during the initial term of the lease of approximately $5.6 million as of September 30, 2021. An incremental borrowing rate of 7.19% was used to determine the right-of-use (the "ROU") asset. As of September 30, 2021, a $3.5 million ROU asset is recorded in net property, plant and equipment, and finance lease with corresponding liabilities of $3.8 million in other accrued liabilities and other non-current finance liabilities in our Condensed Consolidated Balance Sheets. Certain real property assets for our Lancaster, Ohio location were sold on August 13, 2021, as described in Note 24. In conjunction with the sale, we executed a leaseback agreement commencing August 13, 2021 and expiring on August 31, 2041. The lease is classified as a finance lease with total future minimum payments during the initial term of the lease of approximately $36.6 million as of September 30, 2021. An incremental borrowing rate of 6.65% was used to determine the ROU asset. We recorded a $19.4 million ROU asset in net property, plant and equipment, and finance lease and corresponding liabilities of $19.5 million in other accrued liabilities and other non-current finance liabilities in our Condensed Consolidated Balance Sheets as of September 30, 2021 . On September 30, 2021, we acquired a 60% controlling ownership stake in Illinois-based solar energy contractor Fosler Construction, as described in Note 24. As of September 30, 2021, there were two Fosler Construction leases classified as operating leases with total future minimum payments during the remaining term of the leases of approximately $1.5 million. As of September 30, 2021, a $1.1 million ROU asset is recorded in right-of-use assets with corresponding liabilities of $1.1 million in operating lease liabilities and non-current operating lease liabilities in our Condensed Consolidated Balance Sheets. As of September 30, 2021, there was one lease classified as a finance lease with total future minimum payments during the remaining term of the leases of approximately $1.5 million. An incremental borrowing rate of 6.65% was used to determine the ROU asset. We recorded a $0.7 million ROU asset in net property, plant and equipment, and finance lease and corresponding liabilities of $0.7 million in other accrued liabilities and other non-current finance liabilities in our Condensed Consolidated Balance Sheets as of September 30, 2021 . The components of lease expense included on our Condensed Consolidated Statements of Operations were as follows: Three months ended September 30, Nine months ended September 30, (in thousands) Classification 2021 2020 2021 2020 Operating lease expense: Operating lease expense Selling, general and administrative expenses $ 1,172 $ 1,433 $ 3,819 $ 4,329 Short-term lease expense Selling, general and administrative expenses 435 866 3,076 1,346 Variable lease expense (1) Selling, general and administrative expenses 58 625 256 1,019 Total operating lease expense $ 1,665 $ 2,924 $ 7,151 $ 6,694 Finance lease expense: Amortization of right-of-use assets Cost of operations $ 723 $ 517 $ 1,844 $ 1,546 Amortization of right-of-use assets Selling, general and administrative expenses 482 — 959 — Interest on lease liabilities Interest expense 870 612 2,194 1,843 Total finance lease expense $ 2,075 $ 1,129 $ 4,997 $ 3,389 Sublease income (2) Other – net $ (22) $ (22) $ (65) $ (65) Net lease cost $ 3,718 $ 4,031 $ 12,083 $ 10,018 (1) Variable lease expense primarily consists of common area maintenance expenses paid directly to lessors of real estate leases. (2) Sublease income excludes rental income from owned properties, which is not material. Other information related to leases is as follows: Nine months ended September 30, (in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,925 $ 4,275 Operating cash flows from finance leases 2,194 1,843 Financing cash flows from finance leases 1,382 (208) (in thousands) September 30, 2021 December 31, 2020 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 3,102 $ 2,629 Finance leases $ 26,841 $ 146 Weighted-average remaining lease term: Operating leases (in years) 3.7 3.1 Finance leases (in years) 15.3 13.9 Weighted-average discount rate: Operating leases 8.79 % 9.26 % Finance leases 7.39 % 8.00 % Amounts relating to leases were presented on our Condensed Consolidated Balance Sheets in the following line items: (in thousands) Assets: Classification September 30, 2021 December 31, 2020 Operating lease assets Right-of-use assets $ 9,812 $ 10,814 Finance lease assets Net property, plant and equipment, and finance lease 52,515 28,477 Total non-current lease assets $ 62,327 $ 39,291 Liabilities: Current Operating lease liabilities Operating lease liabilities $ 3,651 $ 3,995 Finance lease liabilities Financing lease liabilities 3,302 886 Non-current Operating lease liabilities Non-current operating lease liabilities 6,298 7,031 Finance lease liabilities Non-current finance lease liabilities 52,526 29,690 Total lease liabilities $ 65,777 $ 41,602 Future minimum lease payments required, including the future minimum lease payments resulting from the September 30, 2021 acquisition of Fosler Construction, under non-cancellable leases as of September 30, 2021 were as follows: (in thousands) Operating Leases Finance Leases Total 2021 (excluding the nine months ended September 30, 2021) $ 1,108 $ 1,840 $ 2,948 2022 4,047 6,803 10,850 2023 2,754 5,481 8,235 2024 1,645 5,577 7,222 2025 613 5,635 6,248 Thereafter 1,131 69,650 70,781 Total $ 11,298 $ 94,986 $ 106,284 Less imputed interest (1,349) (39,158) (40,507) Lease liability $ 9,949 $ 55,828 $ 65,777 |
LEASES | LEASES Certain real property assets for our Copley, Ohio location were sold on March 15, 2021, as described in Note 24. In conjunction with the sale, we executed a leaseback agreement commencing March 16, 2021 and expiring on March 31, 2033. The lease is classified as a finance lease with total future minimum payments during the initial term of the lease of approximately $5.6 million as of September 30, 2021. An incremental borrowing rate of 7.19% was used to determine the right-of-use (the "ROU") asset. As of September 30, 2021, a $3.5 million ROU asset is recorded in net property, plant and equipment, and finance lease with corresponding liabilities of $3.8 million in other accrued liabilities and other non-current finance liabilities in our Condensed Consolidated Balance Sheets. Certain real property assets for our Lancaster, Ohio location were sold on August 13, 2021, as described in Note 24. In conjunction with the sale, we executed a leaseback agreement commencing August 13, 2021 and expiring on August 31, 2041. The lease is classified as a finance lease with total future minimum payments during the initial term of the lease of approximately $36.6 million as of September 30, 2021. An incremental borrowing rate of 6.65% was used to determine the ROU asset. We recorded a $19.4 million ROU asset in net property, plant and equipment, and finance lease and corresponding liabilities of $19.5 million in other accrued liabilities and other non-current finance liabilities in our Condensed Consolidated Balance Sheets as of September 30, 2021 . On September 30, 2021, we acquired a 60% controlling ownership stake in Illinois-based solar energy contractor Fosler Construction, as described in Note 24. As of September 30, 2021, there were two Fosler Construction leases classified as operating leases with total future minimum payments during the remaining term of the leases of approximately $1.5 million. As of September 30, 2021, a $1.1 million ROU asset is recorded in right-of-use assets with corresponding liabilities of $1.1 million in operating lease liabilities and non-current operating lease liabilities in our Condensed Consolidated Balance Sheets. As of September 30, 2021, there was one lease classified as a finance lease with total future minimum payments during the remaining term of the leases of approximately $1.5 million. An incremental borrowing rate of 6.65% was used to determine the ROU asset. We recorded a $0.7 million ROU asset in net property, plant and equipment, and finance lease and corresponding liabilities of $0.7 million in other accrued liabilities and other non-current finance liabilities in our Condensed Consolidated Balance Sheets as of September 30, 2021 . The components of lease expense included on our Condensed Consolidated Statements of Operations were as follows: Three months ended September 30, Nine months ended September 30, (in thousands) Classification 2021 2020 2021 2020 Operating lease expense: Operating lease expense Selling, general and administrative expenses $ 1,172 $ 1,433 $ 3,819 $ 4,329 Short-term lease expense Selling, general and administrative expenses 435 866 3,076 1,346 Variable lease expense (1) Selling, general and administrative expenses 58 625 256 1,019 Total operating lease expense $ 1,665 $ 2,924 $ 7,151 $ 6,694 Finance lease expense: Amortization of right-of-use assets Cost of operations $ 723 $ 517 $ 1,844 $ 1,546 Amortization of right-of-use assets Selling, general and administrative expenses 482 — 959 — Interest on lease liabilities Interest expense 870 612 2,194 1,843 Total finance lease expense $ 2,075 $ 1,129 $ 4,997 $ 3,389 Sublease income (2) Other – net $ (22) $ (22) $ (65) $ (65) Net lease cost $ 3,718 $ 4,031 $ 12,083 $ 10,018 (1) Variable lease expense primarily consists of common area maintenance expenses paid directly to lessors of real estate leases. (2) Sublease income excludes rental income from owned properties, which is not material. Other information related to leases is as follows: Nine months ended September 30, (in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,925 $ 4,275 Operating cash flows from finance leases 2,194 1,843 Financing cash flows from finance leases 1,382 (208) (in thousands) September 30, 2021 December 31, 2020 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 3,102 $ 2,629 Finance leases $ 26,841 $ 146 Weighted-average remaining lease term: Operating leases (in years) 3.7 3.1 Finance leases (in years) 15.3 13.9 Weighted-average discount rate: Operating leases 8.79 % 9.26 % Finance leases 7.39 % 8.00 % Amounts relating to leases were presented on our Condensed Consolidated Balance Sheets in the following line items: (in thousands) Assets: Classification September 30, 2021 December 31, 2020 Operating lease assets Right-of-use assets $ 9,812 $ 10,814 Finance lease assets Net property, plant and equipment, and finance lease 52,515 28,477 Total non-current lease assets $ 62,327 $ 39,291 Liabilities: Current Operating lease liabilities Operating lease liabilities $ 3,651 $ 3,995 Finance lease liabilities Financing lease liabilities 3,302 886 Non-current Operating lease liabilities Non-current operating lease liabilities 6,298 7,031 Finance lease liabilities Non-current finance lease liabilities 52,526 29,690 Total lease liabilities $ 65,777 $ 41,602 Future minimum lease payments required, including the future minimum lease payments resulting from the September 30, 2021 acquisition of Fosler Construction, under non-cancellable leases as of September 30, 2021 were as follows: (in thousands) Operating Leases Finance Leases Total 2021 (excluding the nine months ended September 30, 2021) $ 1,108 $ 1,840 $ 2,948 2022 4,047 6,803 10,850 2023 2,754 5,481 8,235 2024 1,645 5,577 7,222 2025 613 5,635 6,248 Thereafter 1,131 69,650 70,781 Total $ 11,298 $ 94,986 $ 106,284 Less imputed interest (1,349) (39,158) (40,507) Lease liability $ 9,949 $ 55,828 $ 65,777 |
ACCRUED WARRANTY EXPENSE
ACCRUED WARRANTY EXPENSE | 9 Months Ended |
Sep. 30, 2021 | |
Product Warranties Disclosures [Abstract] | |
ACCRUED WARRANTY EXPENSE | ACCRUED WARRANTY EXPENSE We may offer assurance type warranties on products and services we sell. Changes in the carrying amount of our accrued warranty expense are as follows: Nine months ended September 30, (in thousands) 2021 2020 Balance at beginning of period $ 25,399 $ 33,376 Additions 5,155 4,508 Expirations and other changes (4,790) (3,523) Payments (10,212) (8,410) Translation and other (342) 852 Balance at end of period $ 15,210 $ 26,803 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. In |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | RESTRUCTURING ACTIVITIES The Company incurred restructuring charges in the three months ended September 30, 2021 and 2020. The charges primarily consist of severance and business service transition costs related to actions taken, including as part of the Company’s strategic, market-focused organizational and re-branding initiative. During 2020, these charges also include actions taken to address the impact of COVID-19 on our business. The following tables summarizes the restructuring activity incurred by segment: Three months ended September 30, Three months ended September 30, 2021 2020 (in thousands) Total Severance and related costs Other (1) Total Severance and related costs Other (1) B&W Renewable segment $ 715 $ 382 $ 333 $ 594 $ 340 $ 254 B&W Environmental segment 332 128 204 299 119 180 B&W Thermal segment 1,242 362 880 1,370 422 948 Corporate 2,286 124 2,162 133 — 133 $ 4,575 $ 996 $ 3,579 $ 2,396 $ 881 $ 1,515 Nine months ended September 30, Nine months ended September 30, 2021 2020 (in thousands) Total Severance and related costs Other (1) Total Severance and related costs Other (1) B&W Renewable segment $ 1,781 $ 1,301 $ 480 $ 2,346 $ 1,153 $ 1,193 B&W Environmental segment 630 335 295 676 330 346 B&W Thermal segment 3,132 1,409 1,723 3,259 1,111 2,148 Corporate 2,425 132 2,293 458 — 458 $ 7,968 $ 3,177 $ 4,791 $ 6,739 $ 2,594 $ 4,145 Cumulative costs to date $ 48,282 36,390 11,892 (1) Other amounts consist primarily of business service transition, exit, relocation, COVID-19 related and other costs. Restructuring liabilities are included in other accrued liabilities on our Condensed Consolidated Balance Sheets. Activity related to the restructuring liabilities is as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Balance at beginning of period $ 7,945 $ 5,087 $ 8,146 $ 5,359 Restructuring expense 4,575 2,396 7,968 6,739 Payments (5,482) (2,307) (9,076) (6,922) Balance at end of period $ 7,038 $ 5,176 $ 7,038 $ 5,176 The payments shown above for the three months ended September 30, 2021 and 2020 relate primarily to severance and business service transition costs. Accrued restructuring liabilities at September 30, 2021 and 2020 relate primarily to employee termination benefits and business service transition costs. |
PENSION PLANS AND OTHER POSTRET
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS Components of net periodic benefit cost (benefit) included in net income (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) 2021 2020 2021 2020 2021 2020 2021 2020 Interest cost $ 5,603 $ 8,263 $ 16,883 $ 24,773 $ 109 $ 88 $ 187 $ 232 Expected return on plan assets (13,527) (15,452) (40,309) (46,636) — — — — Amortization of prior service cost (credit) 28 44 84 130 173 (271) 519 (813) Recognized net actuarial gain (2,253) — (2,253) — — — — — Benefit plans, net (1) (10,149) (7,145) (25,595) (21,733) 282 (183) 706 (581) Service cost included in COS (2) 217 212 652 632 6 5 18 14 Net periodic benefit cost (benefit) $ (9,932) $ (6,933) $ (24,943) $ (21,101) $ 288 $ (178) $ 724 $ (567) (1) Benefit plans, net , which is presented separately in our Condensed Consolidated Statements of Operations, is not allocated to the segments. (2) Service cost related to a small group of active participants is presented within cost of operations in our Condensed Consolidated Statement of Operations and is allocated to the B&W Thermal segment. Recognized net actuarial gain consists primarily of our reported actuarial gain and the difference between the actual return on plan assets and the expected return on plan assets. Total mark to market (“MTM”) adjustments for our pension benefit plans were gains of $2.3 million for the three and nine months ended September 30, 2021. There were no MTM adjustments for our other postretirement benefit plans during the three and nine months ended September 30, 2021. There were no MTM adjustments for our pension and other postretirement benefit plans during the three and nine months ended September 30, 2020. The recognized net actuarial gain was recorded in benefit plans, net in our Condensed Consolidated Statements of Operations. We made contributions to our pension and other postretirement benefit plans totaling $0.4 million and $24.7 million during the three and nine months ended September 30, 2021, respectively, as compared to $0.5 million and $1.6 million during the three and nine months ended September 30, 2020, respectively. Contributions made during the three months ended September 30, 2021 includes no interest and during the nine months ended September 30, 2021 includes $0.4 million of interest as required per the CARES Act that was signed into law on March 27, 2020. |
2021 SENIOR NOTES OFFERING
2021 SENIOR NOTES OFFERING | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
2021 SENIOR NOTES OFFERING | 2021 SENIOR NOTES OFFERING On February 12, 2021, we completed a public offering of $125.0 million aggregate principal amount of our 8.125% senior notes due 2026 (the "Senior Notes"). At the completion of the offering, we received net proceeds of approximately $120.0 million after deducting underwriting discounts, commissions, and before expenses. In addition to the public offering, we issued $35.0 million of Senior Notes to B. Riley Financial, Inc. in exchange for a deemed prepayment of our existing Last Out Term Loan Tranche A-3 in a concurrent private offering. 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 Senior Notes up to an aggregate principal amount of $150.0 million of Senior Notes. The 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 be fungible with, the Senior Notes issued February 12, 2021, as described above. As of September 30, 2021, the Company has sold $25.6 million aggregate principal amount of Senior Notes under the sales agreement disclosed above for $26.0 million of net proceeds after commissions and fees. The components of the Senior Notes are as follows: (in thousands) September 30, 2021 8.125% Senior Notes due 2026 $ 185,599 Unamortized deferred financing costs (5,039) Unamortized premium 590 Net debt balance $ 181,150 The Senior Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other existing and future senior unsecured and unsubordinated indebtedness. The Senior Notes bear interest at the rate of 8.125% per annum. Interest on the Senior Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on April 30, 2021. The Senior Notes mature on February 28, 2026. Effective with the new debt facilities the Company entered into on June 30, 2021, as described in Note 15 below, the Company has no remaining Last Out Term Loans and no further borrowings thereunder are available. The Last our Term Loan activity is described as follows: Last Out Term Loan Tranche (in thousands) A-3 A-4 A-6 Total Balance at December 31, 2020 $ 113,330 $ 30,000 $ 40,000 $ 183,330 Payments in cash (40,408) (30,000) (5,000) (75,408) Equitized deemed prepayment - preferred stock issuance (72,922) — — (72,922) Deemed prepayment - senior notes issuance — — (35,000) (35,000) Balance at September 30, 2021 $ — $ — $ — $ — |
LAST OUT TERM LOANS
LAST OUT TERM LOANS | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LAST OUT TERM LOANS | 2021 SENIOR NOTES OFFERING On February 12, 2021, we completed a public offering of $125.0 million aggregate principal amount of our 8.125% senior notes due 2026 (the "Senior Notes"). At the completion of the offering, we received net proceeds of approximately $120.0 million after deducting underwriting discounts, commissions, and before expenses. In addition to the public offering, we issued $35.0 million of Senior Notes to B. Riley Financial, Inc. in exchange for a deemed prepayment of our existing Last Out Term Loan Tranche A-3 in a concurrent private offering. 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 Senior Notes up to an aggregate principal amount of $150.0 million of Senior Notes. The 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 be fungible with, the Senior Notes issued February 12, 2021, as described above. As of September 30, 2021, the Company has sold $25.6 million aggregate principal amount of Senior Notes under the sales agreement disclosed above for $26.0 million of net proceeds after commissions and fees. The components of the Senior Notes are as follows: (in thousands) September 30, 2021 8.125% Senior Notes due 2026 $ 185,599 Unamortized deferred financing costs (5,039) Unamortized premium 590 Net debt balance $ 181,150 The Senior Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other existing and future senior unsecured and unsubordinated indebtedness. The Senior Notes bear interest at the rate of 8.125% per annum. Interest on the Senior Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on April 30, 2021. The Senior Notes mature on February 28, 2026. Effective with the new debt facilities the Company entered into on June 30, 2021, as described in Note 15 below, the Company has no remaining Last Out Term Loans and no further borrowings thereunder are available. The Last our Term Loan activity is described as follows: Last Out Term Loan Tranche (in thousands) A-3 A-4 A-6 Total Balance at December 31, 2020 $ 113,330 $ 30,000 $ 40,000 $ 183,330 Payments in cash (40,408) (30,000) (5,000) (75,408) Equitized deemed prepayment - preferred stock issuance (72,922) — — (72,922) Deemed prepayment - senior notes issuance — — (35,000) (35,000) Balance at September 30, 2021 $ — $ — $ — $ — |
REVOLVING DEBT
REVOLVING DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
REVOLVING DEBT | REVOLVING DEBT Debt Facilities On June 30, 2021, we entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association, as administrative agent (“PNC”) and a letter of credit agreement (the “Letter of Credit Agreement”) with PNC, pursuant to which PNC agreed to issue up to $110 million in letters of credit that is secured in part by cash collateral provided by an affiliate of MSD Partners, MSD PCOF Partners XLV, LLC (“MSD”), as well as a reimbursement, guaranty and security agreement with MSD, as administrative agent, and the cash collateral providers from time to time party thereto, along with certain of our subsidiaries as guarantors, pursuant to which we are obligated to reimburse MSD and any other cash collateral provider to the extent the cash collateral provided by MSD and any other cash collateral provider to secure the Letter of Credit Agreement is drawn to satisfy draws on letters of credit (the “Reimbursement Agreement” and collectively with the Revolving Credit Agreement and Letter of Credit Agreement, the “Debt Documents” and the facilities thereunder, the “Debt Facilities”). The obligations of the Company under each of the Debt Facilities are guaranteed by certain existing and future domestic and foreign subsidiaries of the Company. B. Riley Financial, Inc. (“B. Riley”), a related party, has provided a guaranty of payment with regard to the Company’s obligations under the Reimbursement Agreement, as described below. The Company expects to use the proceeds and letter of credit availability under the Debt Facilities for working capital purposes and general corporate purposes, including to backstop certain letters of credit issued under our previous A&R Credit Agreement, dated as of May 14, 2020 (as amended, restated or otherwise modified from time to time), by and among the Company, as borrower, Bank of America, N.A., as administrative agent, the lenders and the other parties from time to time party thereto, which was repaid and commitments thereunder terminated as of June 30, 2021. The Revolving Credit Agreement matures on June 30, 2025. As of September 30, 2021, no borrowings have occurred under the Revolving Credit Agreement and under the Letter of Credit Agreement, usage consisted of $19.5 million of financial letters of credit and $69.0 million of performance letters of credit. Each of the Debt Facilities has a maturity date of June 30, 2025. The interest rates applicable under the Revolving Credit Agreement float at a rate per annum equal to either (i) a base rate plus 2.0% or (ii) 1 or 3 month reserve-adjusted LIBOR rate plus 3.0%. The interest rates applicable to the Reimbursement Agreement float at a rate per annum equal to either (i) a base rate plus 6.50% or (ii) 1 or 3 month reserve-adjusted LIBOR plus 7.50%. Under the Letter of Credit Agreement, the Company is required to pay letter of credit fees on outstanding letters of credit equal to (i) administrative fees of 0.75% and (ii) fronting fees of 0.25%. Under the Revolving Credit Agreement, the Company is required to pay letter of credit fees on outstanding letters of credit equal to (i) letter of credit commitment fees of 3.0% and (ii) letter of credit fronting fees of 0.25%. Under each of the Revolving Credit Agreement and the Letter of Credit Agreement, we are required to pay a facility fee equal to 0.375% per annum of the unused portion of the Revolving Credit Agreement or the Letter of Credit Agreement, respectively. The Company is permitted to prepay all or any portion of the loans under the Revolving Credit Agreement prior to maturity without premium or penalty. Prepayments under the Reimbursement Agreement shall be subject to a prepayment fee of 2.25% in the first year after closing, 2.0% in the second year after closing and 1.25% in the third year after closing, with no prepayment fee payable thereafter. The Company has mandatory prepayment obligations under the Reimbursement Agreement upon the receipt of proceeds from certain dispositions or casualty or condemnation events. The Revolving Credit Agreement and Letter of Credit Agreement require mandatory prepayments to the extent of an over-advance. The obligations under the Debt Facilities are secured by substantially all assets of the Company and each of the guarantors, in each case subject to inter-creditor arrangements. As noted above, the obligations under the Letter of Credit Facility are also secured by the cash collateral provided by MSD and any other cash collateral provider thereunder. The Debt Documents contain certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The Debt Documents require the Company to comply with certain financial maintenance covenants, including a quarterly fixed charge coverage test of not less than 1.00 to 1.00, a quarterly senior net leverage ratio test of not greater than 2.50 to 1.00, a non-guarantor cash repatriation covenant not to exceed $35 million at any one time, a minimum liquidity covenant of at least $30.0 million at all times, and an annual cap on maintenance capital expenditures of $7.5 million. The Debt Documents also contain customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the respective facility, the failure to comply with certain covenants and agreements specified in the applicable Debt Agreement, defaults in respect of certain other indebtedness, and certain events of insolvency. If any event of default occurs, the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Debt Documents may become due and payable immediately. In connection with the Company’s entry into the Debt Documents, on June 30, 2021, B. Riley, a related party, entered into a Guaranty Agreement in favor of MSD, in its capacity as administrative agent under the Reimbursement Agreement, for the ratable benefit of MSD, the cash collateral providers and each co-agent or sub-agent appointed by MSD from time to time (the “B. Riley Guaranty”). The B. Riley Guaranty provides for the guarantee of all of the Company’s obligations under the Reimbursement Agreement. The B. Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of the Company’s obligations under the Reimbursement Agreement. Under a fee letter with B. Riley, the Company agreed to pay B. Riley $0.9 million per annum in connection with the B. Riley Guaranty. The Company entered into a reimbursement agreement with B. Riley governing the Company’s obligation to reimburse B. Riley to the extent the B. Riley Guaranty is called upon by the agent or lenders under the Reimbursement Agreement. A&R Credit Agreement As described above, the A&R Credit Agreement commitments were terminated, all loans were repaid and all outstanding and undrawn letters of credit were collateralized on June 30, 2021. The Company recognized a gain on debt extinguishment of $6.5 million in the quarter ended June 30, 2021, primarily representing the write-off of accrued revolver fees of $11.3 million offset by the unamortized deferred financing fees of $4.8 million related to the prior A&R Credit Agreement. Letters of Credit, Bank Guarantees and Surety Bonds Certain of our subsidiaries primarily outside of the United States have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity. The aggregate value of all such letters of credit and bank guarantees as of September 30, 2021 was $53.1 million. The aggregate value of the outstanding letters of credit provided under the Letter of Credit Agreement backstopping letters of credit or bank guarantees was $21.7 million as of September 30, 2021. Of the outstanding letters of credit issued under the Letter of Credit Agreement, $29.8 million are subject to foreign currency revaluation. We have also posted surety bonds to support contractual obligations to customers relating to certain contracts. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. These bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue in support of some of our contracting activity. As of September 30, 2021, bonds issued and outstanding under these arrangements in support of contracts totaled approximately $157.6 million. The aggregate value of the letters of credit backstopping surety bonds was $13.1 million. Our ability to obtain and maintain sufficient capacity under our new 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 During the nine months ended September 30, 2021, our Denmark subsidiary received three unsecured interest free loans totaling $3.4 million under a local government loan program related to COVID-19. The loans of $0.8 million, $1.7 million and $0.9 million are payable in April 2022, May 2022 and May 2023, respectively. The loan payable in May 2023 is included in long term loans payables in our Condensed Consolidated Balance Sheets. As of September 30, 2021, as a result of our recent acquisition of a 60% controlling ownership stake in Fosler Construction Company Inc. (“Fosler Construction”) as described in Note 24, Fosler Construction has two loans totaling $7.6 million. Both loans have a variable interest rate with a minimum rate of 6% and are payable January 1, 2022. Fosler Construction also has loans primarily for vehicles and equipment totaling $0.9 million at September 30, 2021. The vehicle and equipment loans are included in long term loans payables in our Condensed Consolidated Balance Sheets. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
PREFERRED STOCK | PREFERRED STOCK On May 7, 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”) dated May 4, 2021, between us and B. Riley Securities, Inc., as representative of several underwriters (the “Underwriters”). At the closing, we issued to the public 4,000,000 shares of our Preferred Stock, at an offering price of $25.00 per share for net proceeds of approximately $95.7 million after deducting underwriting discounts, commissions but before expenses. The Preferred Stock has a par value of $0.01 per share and is perpetual and has no maturity date. The Preferred Stock has a cumulative cash dividend, when and as if declared by our Board of Directors, at a rate of 7.75% per year on the liquidation preference amount of $25.00 per share and payable quarterly in arrears. On May 26, 2021, we completed the additional sale of 444,700 shares of our Preferred Stock, related to the grant to the underwriters described above, at an offering price of $25.00 per share for net proceeds of approximately $10.7 million after deducting underwriting fees and commissions. The Preferred Stock ranks, as to dividend rights and rights as to the distribution of assets upon our liquidation, dissolution or winding-up: (1) senior to all classes or series of our common stock and to all other capital stock issued by us expressly designated as ranking junior to the Preferred Stock; (2) on parity with any future class or series of our capital stock expressly designated as ranking on parity with the Preferred Stock; (3) junior to any future class or series of our capital stock expressly designated as ranking senior to the Preferred Stock; and (4) junior to all our existing and future indebtedness. The Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. We will pay cumulative cash dividends on the Preferred Stock when, as and if declared by our Board of Directors (or a duly authorized committee of 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 (or a duly authorized committee of our Board of Directors) will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. On June 8, 2021, the Company's Board of Directors approved a dividend of $0.290625 per share of the Company's outstanding Preferred Stock, with a record date for the dividend of June 18, 2021 and a payment date of June 30, 2021. On June 30, 2021, the Company paid dividends totaling $1.7 million. On September 2, 2021, the Company's Board of Directors approved a dividend of $0.484375 per share of the Company's outstanding Preferred Stock, with a record date for the dividend of September 15, 2021 and a payment date of September 30, 2021. On September 30, 2021, the Company paid dividends totaling $3.7 million. After the Company paid the dividends on September 30, 2021, there are no cumulative undeclared dividends of the Preferred Stock at September 30, 2021. On June 1, 2021, the Company and B. Riley, a related party, entered into an agreement (the “Exchange Agreement”) pursuant to which we (i) issued B. Riley 2,916,880 shares of our Preferred Stock, representing an exchange price of $25.00 per share and paid $0.4 million in cash, and (ii) paid $0.9 million in cash to B. Riley for accrued interest due, in exchange for a deemed prepayment of $73.3 million of our then existing term loans with B. Riley under the Company’s 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 as (other than date of issuance and first dividend) with and have the same CUSIP number and be fungible with, the Preferred Stock issued during May 2021. The first dividend for the Preferred Stock issued thereunder, when, as and if declared, will accumulate and be cumulative from the dividend payment date (March 31, June 30, September 30 and December 31 of each year) for which full cumulative dividends have been paid immediately prior to the original issue date for each such share. As of September 30, 2021, the Company sold $5.9 million aggregate amount of Preferred Stock for $5.9 million net proceeds after commission and fees related to the July 7, 2021 sales agreement disclosed above. The net proceeds of the offerings are intended to be used for general corporate purposes, including clean energy growth initiatives, potential future acquisitions and reduction of net leverage. On February 12, 2021, we completed a public offering of our common stock pursuant to an underwriting agreement dated February 9, 2021, between us and B. Riley Securities, Inc., as representative of the several underwriters. At the closing, we issued to the public 29,487,180 shares of our common stock and received net proceeds of approximately $163.0 million after deducting underwriting discounts and commissions, but before expenses. The net proceeds of the offering were used to make a prepayment toward the balance outstanding under our U.S. Revolving Credit Facility and permanently reduce the commitments under our senior secured credit facilities. On May 20, 2021, at the 2021 annual meeting of stockholders of the Company, the stockholders of the Company, upon the recommendation of the Company’s Board of Directors, approved the Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan. The 2021 Plan became effective upon such stockholder approval. The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2021 Plan equals: (1) 1,250,000 shares, plus (2) the number of any shares subject to awards granted under the Company’s Amended and Restated 2015 Long-Term Incentive Plan (the “2015 Plan”) and outstanding as of May 20, 2021 which expire, or are terminated, surrendered, or forfeited for any reason without issuance of such shares (including for outstanding performance share awards to the extent they are earned at less than maximum). No new awards may be granted under the 2015 Plan. As of May 20, 2021 (immediately prior to the stockholder approval of the 2021 Plan), the total number of shares of our common stock subject to outstanding awards granted under the 2015 Plan was 2,007,152 shares. |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
COMMON STOCK | PREFERRED STOCK On May 7, 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”) dated May 4, 2021, between us and B. Riley Securities, Inc., as representative of several underwriters (the “Underwriters”). At the closing, we issued to the public 4,000,000 shares of our Preferred Stock, at an offering price of $25.00 per share for net proceeds of approximately $95.7 million after deducting underwriting discounts, commissions but before expenses. The Preferred Stock has a par value of $0.01 per share and is perpetual and has no maturity date. The Preferred Stock has a cumulative cash dividend, when and as if declared by our Board of Directors, at a rate of 7.75% per year on the liquidation preference amount of $25.00 per share and payable quarterly in arrears. On May 26, 2021, we completed the additional sale of 444,700 shares of our Preferred Stock, related to the grant to the underwriters described above, at an offering price of $25.00 per share for net proceeds of approximately $10.7 million after deducting underwriting fees and commissions. The Preferred Stock ranks, as to dividend rights and rights as to the distribution of assets upon our liquidation, dissolution or winding-up: (1) senior to all classes or series of our common stock and to all other capital stock issued by us expressly designated as ranking junior to the Preferred Stock; (2) on parity with any future class or series of our capital stock expressly designated as ranking on parity with the Preferred Stock; (3) junior to any future class or series of our capital stock expressly designated as ranking senior to the Preferred Stock; and (4) junior to all our existing and future indebtedness. The Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. We will pay cumulative cash dividends on the Preferred Stock when, as and if declared by our Board of Directors (or a duly authorized committee of 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 (or a duly authorized committee of our Board of Directors) will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. On June 8, 2021, the Company's Board of Directors approved a dividend of $0.290625 per share of the Company's outstanding Preferred Stock, with a record date for the dividend of June 18, 2021 and a payment date of June 30, 2021. On June 30, 2021, the Company paid dividends totaling $1.7 million. On September 2, 2021, the Company's Board of Directors approved a dividend of $0.484375 per share of the Company's outstanding Preferred Stock, with a record date for the dividend of September 15, 2021 and a payment date of September 30, 2021. On September 30, 2021, the Company paid dividends totaling $3.7 million. After the Company paid the dividends on September 30, 2021, there are no cumulative undeclared dividends of the Preferred Stock at September 30, 2021. On June 1, 2021, the Company and B. Riley, a related party, entered into an agreement (the “Exchange Agreement”) pursuant to which we (i) issued B. Riley 2,916,880 shares of our Preferred Stock, representing an exchange price of $25.00 per share and paid $0.4 million in cash, and (ii) paid $0.9 million in cash to B. Riley for accrued interest due, in exchange for a deemed prepayment of $73.3 million of our then existing term loans with B. Riley under the Company’s 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 as (other than date of issuance and first dividend) with and have the same CUSIP number and be fungible with, the Preferred Stock issued during May 2021. The first dividend for the Preferred Stock issued thereunder, when, as and if declared, will accumulate and be cumulative from the dividend payment date (March 31, June 30, September 30 and December 31 of each year) for which full cumulative dividends have been paid immediately prior to the original issue date for each such share. As of September 30, 2021, the Company sold $5.9 million aggregate amount of Preferred Stock for $5.9 million net proceeds after commission and fees related to the July 7, 2021 sales agreement disclosed above. The net proceeds of the offerings are intended to be used for general corporate purposes, including clean energy growth initiatives, potential future acquisitions and reduction of net leverage. On February 12, 2021, we completed a public offering of our common stock pursuant to an underwriting agreement dated February 9, 2021, between us and B. Riley Securities, Inc., as representative of the several underwriters. At the closing, we issued to the public 29,487,180 shares of our common stock and received net proceeds of approximately $163.0 million after deducting underwriting discounts and commissions, but before expenses. The net proceeds of the offering were used to make a prepayment toward the balance outstanding under our U.S. Revolving Credit Facility and permanently reduce the commitments under our senior secured credit facilities. On May 20, 2021, at the 2021 annual meeting of stockholders of the Company, the stockholders of the Company, upon the recommendation of the Company’s Board of Directors, approved the Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan. The 2021 Plan became effective upon such stockholder approval. The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2021 Plan equals: (1) 1,250,000 shares, plus (2) the number of any shares subject to awards granted under the Company’s Amended and Restated 2015 Long-Term Incentive Plan (the “2015 Plan”) and outstanding as of May 20, 2021 which expire, or are terminated, surrendered, or forfeited for any reason without issuance of such shares (including for outstanding performance share awards to the extent they are earned at less than maximum). No new awards may be granted under the 2015 Plan. As of May 20, 2021 (immediately prior to the stockholder approval of the 2021 Plan), the total number of shares of our common stock subject to outstanding awards granted under the 2015 Plan was 2,007,152 shares. |
INTEREST EXPENSE AND SUPPLEMENT
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION | INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION Interest expense in our Condensed Consolidated Financial Statements consisted of the following components: Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Components associated with borrowings from: Senior Notes $ 3,801 $ — $ 8,993 $ — Last Out Term Loans - cash interest — — 4,349 6,140 Last Out Term Loans - equitized interest — 5,315 — 8,031 U.S. Revolving Credit Facility — 3,382 1,416 10,830 3,801 8,697 14,758 25,001 Components associated with amortization or accretion of: Revolving Credit Agreement 1,057 — 1,057 — Senior Notes 335 — 2,101 — Last Out Term Loans - discount and financing fees — (545) — 3,183 U.S. Revolving Credit Facility - deferred financing fees and commitment fees — 1,711 5,995 14,376 U.S. Revolving Credit Facility - deferred ticking fee for Amendment 16 — — — 1,660 1,392 1,166 9,153 19,219 Components associated with interest from: Lease liabilities 870 612 2,194 1,843 Other interest expense 2,267 1,728 4,469 3,713 3,137 2,340 6,663 5,556 Total interest expense $ 8,330 $ 12,203 $ 30,574 $ 49,776 The following table provides a reconciliation of cash and cash equivalents and restricted cash reporting that sum to the total cash amount in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows: (in thousands) September 30, 2021 December 31, 2020 September 30, 2020 Held by foreign entities $ 39,238 $ 38,726 $ 36,848 Held by U.S. entities 67,817 18,612 2,086 Cash and cash equivalents 107,055 57,338 38,934 Reinsurance reserve requirements 774 4,551 3,443 Restricted foreign accounts — 2,869 2,752 Bank guarantee collateral 1,026 2,665 3,240 Letters of credit collateral 6,892 — — Restricted cash and cash equivalents 8,692 10,085 9,435 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows $ 115,747 $ 67,423 $ 48,369 As disclosed above, letters of credit collateral of $6.9 million as of September 30, 2021 represents cash pledged to secure the outstanding and undrawn letters of credit issued under our prior A&R Credit Agreement, most of which are expected to be cancelled and replaced by new letters of credit issued by PNC, as described in Note 15 – Revolving Debt. We expect the completion of the issuance of new letters of credit to cover the remaining collateral balance by December 31, 2021. The following cash activity is presented as a supplement to our Condensed Consolidated Statements of Cash Flows and is included in Net cash used in activities : Nine months ended September 30, (in thousands) 2021 2020 Income tax payments, net $ 6,094 $ 3,967 Interest payments on our 8.125% Senior Notes due 2026 $ 6,681 $ — Interest payments on our U.S. Revolving Credit Facility 5,979 8,280 Interest payments on our Last Out Term Loans 6,140 6,140 Total cash paid for interest $ 18,800 $ 14,420 |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | PROVISION FOR INCOME TAXES In the three months ended September 30, 2021, income tax expense was $0.3 million, resulting in an effective tax rate of 2.2%. In the three months ended September 30, 2020, income tax benefit was $0.5 million, resulting in an effective tax rate of (1.5)%. In the nine months ended September 30, 2021, income tax expense was $6.7 million, resulting in an effective tax rate of 83.2%. In the nine months ended September 30, 2020, income tax benefit was $0.5 million, resulting in an effective tax rate of 2.7%. Our effective tax rate for the three and nine months ended September 30, 2021 and 2020 is not reflective of the U.S. statutory rate due to valuation allowances against certain net deferred tax assets and discrete items. We have favorable discrete items of $0.6 million and unfavorable discrete items of $2.9 million for the three and nine months ended September 30, 2021, respectively, which primarily represent withholding taxes ($3.0 million expense), adjustment to our United Kingdom deferred tax liabilities due to an enacted change in tax rate ($0.6 million expense), return to provision adjustments ($0.4 million benefit), and miscellaneous items ($0.3 million benefit) for the nine months ended September 30, 2021. We had unfavorable discrete items of $0.1 million and favorable discrete items of $1.2 million for the three and nine months ended September 30, 2020, respectively. 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, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES Litigation Relating to Boiler Installation and Supply Contract On December 27, 2019, a complaint was filed against Babcock & Wilcox by P.H. Glatfelter Company (“Glatfelter”) in the United States District Court for the Middle District of Pennsylvania, Case No. 1:19-cv-02215-JPW, alleging claims of breach of contract, fraud, negligent misrepresentation, promissory estoppel and unjust enrichment (the “Glatfelter Litigation”). The complaint alleges damages in excess of $58.9 million. On March 16, 2020 we filed a motion to dismiss, and on December 14, 2020 the court issued its order dismissing the fraud and negligent misrepresentation claims and finding that, in the event that parties’ contract is found to be valid, Plaintiffs’ claims for damages will be subject to the contractual cap on liability (defined as the $11.7 million purchase price subject to certain adjustments). On January 11, 2021, we filed our answer and a counterclaim for breach of contract, seeking damages in excess of $2.9 million. We intend to continue to vigorously litigate the action. However, given the preliminary stage of the litigation, it is too early to determine if the outcome of the Glatfelter Litigation will have a material adverse impact on our condensed consolidated financial condition, results of operations or cash flows. SEC Investigation The staff of the SEC has informed the Company that its investigation is now concluded and that the staff does not intend to recommend any enforcement action against the Company. As the Company previously disclosed, the U.S. SEC had been conducting a formal investigation of the Company, focusing on the accounting charges and related matters involving the Company's B&W Renewable segment from 2015-2019. Stockholder Derivative and Class Action Litigation On April 14, 2020, a putative B&W stockholder (“Plaintiff”) filed a derivative and class action complaint against certain of the Company’s directors (current and former), executives and significant stockholders (“Defendants”) and the Company (as a nominal defendant). The action was filed in the Delaware Court of Chancery and is captioned Parker v. Avril, et al., C.A. No. 2020-0280-PAF ("Stockholder Litigation"). Plaintiff alleges that Defendants, among other things, did not properly discharge their fiduciary duties in connection with the 2019 rights offering and related transactions. The case is currently in discovery. We believe that the outcome of the Stockholder Litigation will not have a material adverse impact on our condensed consolidated financial condition, results of operations or cash flows, net of any insurance coverage. Other Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including, among other things: performance or warranty-related matters under our customer and supplier contracts and other business arrangements; and workers' compensation, premises liability and other claims. Based on our prior experience, we do not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on our condensed consolidated financial condition, results of operations or cash flows. |
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
COMPREHENSIVE INCOME | COMPREHENSIVE INCOME Gains and losses deferred in accumulated other comprehensive income (loss) ("AOCI") are generally reclassified and recognized in the Condensed Consolidated Statements of Operations once they are realized. The changes in the components of AOCI, net of tax, for the first three quarters of 2021 and 2020 were as follows: (in thousands) Currency translation Net unrecognized loss Total Balance at December 31, 2020 $ (47,575) $ (4,815) $ (52,390) Other comprehensive loss before reclassifications (70) — (70) Reclassified from AOCI to net income (loss) (4,512) 198 (4,314) Net other comprehensive (loss) income (4,582) 198 (4,384) Balance at March 31, 2021 $ (52,157) $ (4,617) $ (56,774) Other comprehensive loss before reclassifications (1,478) — (1,478) Reclassified from AOCI to net income — 198 198 Net other comprehensive (loss) income (1,478) 198 (1,280) Balance at June 30, 2021 $ (53,635) $ (4,419) $ (58,054) Other comprehensive income (loss) before reclassifications (1,292) — (1,292) Reclassified from AOCI to net income (loss) — 197 197 Net other comprehensive income (loss) (1,292) 197 (1,095) Balance at September 30, 2021 $ (54,927) $ (4,222) $ (59,149) (in thousands) Currency translation Net unrecognized loss Total Balance at December 31, 2019 $ 5,743 $ (3,817) $ 1,926 Other comprehensive income before reclassifications 2,380 — 2,380 Reclassified from AOCI to net loss — (246) (246) Net other comprehensive income (loss) 2,380 (246) 2,134 Balance at March 31, 2020 $ 8,123 $ (4,063) $ 4,060 Other comprehensive loss before reclassifications (4,095) — (4,095) Reclassified from AOCI to net loss — (246) (246) Net other comprehensive loss (4,095) (246) (4,341) Balance at June 30, 2020 $ 4,028 $ (4,309) $ (281) Other comprehensive loss before reclassifications (22,916) $ — (22,916) Reclassified from AOCI to net income (loss) — $ (246) (246) Net other comprehensive (loss) income (22,916) (246) (23,162) Balance at September 30, 2020 $ (18,888) $ (4,555) $ (23,443) 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, 2021 2020 2021 2020 Release of currency translation adjustment with the sale of business Loss on sale of business $ — $ — $ 4,512 $ — Amortization of prior service cost on benefit obligations Benefit plans, net (197) 246 (593) 738 Net (loss) income $ (197) $ 246 $ 3,919 $ 738 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by the FASB Topic, Fair Value Measurements and Disclosures ). (in thousands) Available-for-sale securities September 30, 2021 Level 1 Level 2 Corporate notes and bonds $ 8,719 $ 8,719 $ — Mutual funds 701 — 701 United States Government and agency securities 4,131 4,131 — Total fair value of available-for-sale securities $ 13,551 $ 12,850 $ 701 (in thousands) Available-for-sale securities December 31, 2020 Level 1 Level 2 Corporate notes and bonds $ 6,139 $ 6,139 $ — Mutual funds 636 — 636 Corporate Stocks 4,168 4,168 — United States Government and agency securities 4,365 4,365 — Total fair value of available-for-sale securities $ 15,308 $ 14,672 $ 636 Available-For-Sale Securities Our investments in available-for-sale securities are presented in other assets on our Condensed Consolidated Balance Sheets with contractual maturities ranging from 0-5 years. Senior Notes See Note 13 above for a discussion of our recent offerings of Senior Notes. The fair value of the Senior Notes is based on readily available quoted market prices as of September 30, 2021. (in thousands) September 30, 2021 Senior Notes Carrying Value Estimated Fair Value 8.125% Senior Notes due 2026 ('BWSN') $ 185,599 $ 194,211 Other Financial Instruments We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments: • Cash and cash equivalents and restricted cash and cash equivalents . The carrying amounts that we have reported in the accompanying Condensed Consolidated Balance Sheets for cash and cash equivalents and restricted cash and cash equivalents approximate their fair values due to their highly liquid nature. • Last Out Term Loans and Revolving Debt . We base the fair values of debt instruments on quoted market prices. Where quoted prices are not available, we base the fair values on Level 2 inputs such as the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. The fair value of our Last Out Term Loans and Revolving Debt approximated their carrying value at December 31, 2020. • Warrants. The fair value of the warrants was established using the Black-Scholes option pricing model value approach. Non-recurring fair value measurements The purchase price allocation associated with the September 30, 2021 acquisition of controlling ownership of Fosler Construction Company Inc. ("Fosler Construction") required significant fair value measurements using unobservable inputs ("Level 3" inputs as defined in the fair value hierarchy established by FASB Topic Fair Value Measurements and Disclosures). See Note 24 for additional information regarding the Fosler Construction acquisition. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Transactions with B. Riley Based on its Schedule 13D filings with the SEC, B. Riley beneficially owns 30.3% of our outstanding common stock as of September 30, 2021. B. Riley was party to the Last Out Term Loans under our A&R Credit Agreement, as described in Note 14. We entered into an agreement with BRPI Executive Consulting, LLC, an affiliate of B. Riley, on November 19, 2018 and amended the agreement on November 9, 2020 to retain the services of Mr. Kenny Young, to serve as our Chief Executive Officer until December 31, 2023, unless terminated by either party with thirty days written notice. Under this agreement, payments are $0.75 million per annum, paid monthly. Subject to the achievement of certain performance objectives as determined by the Compensation Committee of the Board, a bonus or bonuses may also be earned and payable to BRPI Executive Consulting, LLC. Total fees associated with B. Riley related to the Last Out Term Loans and services of Mr. Kenny Young, both as de scribed above, were $0.2 million and $0.6 million for the three and nine months ended September 30, 2021, respectively, and were $0.1 million and $7.6 million for the three and nine months ended September 30, 2020, respectively. On November 13, 2020 we entered into an agreement with B. Riley Principal Merger Corp. II, an affiliate of B. Riley, to purchase 200,000 shares of Class A common stock of Eos Energy Storage LLC for an aggregate purchase price of $2.0 million. The shares were sold in January 2021 for which the Company recognized net proceeds of $4.5 million. The public offering of our 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 cost related to the Senior Notes offering. The public offering of our common stock, as described in Note 17, was conducted pursuant to an underwriting agreement dated February 9, 2021, between us and B. Riley Securities, Inc., as representative of the several underwriters. Also on February 12, 2021, we paid B. Riley Securities, Inc. $9.5 million for underwriting fees and other transaction costs related to the offering. On February 12, 2021, the Company and B. Riley entered into the Exchange Agreement pursuant to which we agreed to issue to B. Riley $35.0 million aggregate principal amount of 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, in which we may sell, from time to time, up to an aggregated principal amount of $150.0 million of 8.125% senior notes due 2026 to or through B. Riley Securities, Inc., as described in Note 13 . As of September 30, 2021, we paid B. Riley Securities, Inc. $0.5 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 16, was conducted pursuant to an underwriting agreement dated May 4, 2021, between us and B. Riley Securities, Inc., as representative of several underwriters. At the closing date on May 7, 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 16, and paid B. Riley Securities, Inc. $0.4 million for underwriting fees in conjunction with the transaction. On June 1, 2021, we issued 2,916,880 shares of the Company’s 7.75% Series A Cumulative Perpetual Preferred Stock and paid $0.4 million in cash due to B. Riley, a related party, in exchange for a deemed prepayment of $73.3 million of our then existing Last Out Term Loans and paid $0.9 million in cash for accrued interest, as described in Note 16. On June 30, 2021, we entered into new Debt Facilities, as described in Note 15 . In connection with the Company’s entry into the Debt Facilities, B. Riley Financial, Inc., an affiliate of B. Riley, has provided a guaranty of payment with regard to the Company’s obligations under the Reimbursement Agreement, as describe in Note 15 . Under a fee letter with B. Riley, the Company shall pay B. Riley $0.9 million per annum in connection with the B. Riley Guaranty. On July 7, 2021, we entered into a sales agreement with B. Riley Securities, Inc., a related party, in which we may sell, from time to time, up to an aggregated principal amount of $76 million of Preferred Stock to or through B. Riley Securities, Inc., as described in Note 16 . As of September 30, 2021, we paid B. Riley Securities, Inc. $0.1 million for underwriting fees and other transaction costs related to the offering. Transactions with Vintage Capital Management, LLC On March 26, 2021, Vintage and B. Riley completed a transaction pursuant to which B. Riley agreed to purchase from Vintage, and Vintage agreed to sell to B. Riley, all 10,720,785 shares of our common stock owned by Vintage. Based on its Schedule 13D filings, Vintage beneficially owns 0% o f our outstanding common stock as of September 30, 2021. |
ACQUISITIONS, ASSETS HELD FOR S
ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS | ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS Acquisitions On September 30, 2021, we acquired a 60% controlling ownership stake in Illinois-based solar energy contractor Fosler Construction Company Inc. (“Fosler Construction”) for approximately $27.2 million in cash plus a contingent consideration arrangement. The acquisition was accounted for under the acquisition method of accounting for business combinations. We are in the process of completing the purchase price allocation associated with the Fosler Construction business combination and as a result, the provisional measurements of goodwill and any other assets and liabilities acquired are subject to change. Fosler Construction provides commercial, industrial and utility-scale solar services and owns two community solar projects in Illinois being developed under the Illinois Solar for All program. Fosler Construction was founded in 1998 and employs approximately 120 people with a track record of successfully completing solar projects profitably with union labor and aligning its model with a growing number of renewable project incentives in the U.S. We believe Fosler Construction is positioned to capitalize on the high-growth solar market in the U.S. and that the acquisition aligns with B&W’s aggressive growth and expansion of our clean and renewable energy businesses. Fosler Construction will be reported as part of our B&W Renewable segment, and it will operate under the name Fosler Solar, a Babcock and Wilcox company. The total fair value of consideration for the acquisition is $33.4 million, including $6.2 million in estimated fair value of the contingent consideration arrangement. In connection with the acquisition, the Company agreed to pay contingent consideration based on the achievement of specified objectives, including reaching targeted revenue thresholds. The range of undiscounted amounts the Company could be required to pay under the contingent consideration arrangement is between $0.0 million and $10.0 million. We estimated fair values primarily using the discounted cash flow method at September 30, 2021 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. If we determine any measurement period adjustments are material, we will apply those adjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined. The provisional measurements noted in the table below are preliminary and subject to modification in the future. The preliminary purchase price allocation to assets acquired and liabilities assumed in the acquisition was: (in thousands) Estimated Acquisition Date Fair Value Accounts receivable 1,904 Contracts in progress 1,363 Other current assets 1,137 Property, plant and equipment 9,527 Goodwill (1) 43,230 Other assets 17,497 Right of use assets 1,093 Debt (7,625) Current liabilities (6,630) Non-current lease liabilities (1,730) Other non-current liabilities (4,112) Non-controlling interest (2) (22,262) Net acquisition cost $ 33,392 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Fosler Construction acquisition, goodwill represents Fosler's ability to significantly expand EPC and O&M services among new customers across the U.S. by leveraging B&W's access to capital and geographic reach. Goodwill is not expected to be deductible for U.S federal income tax purposes. (2) The fair value of the non-controlling interest was derived based on the fair value of the 60% controlling interest acquired by B&W. The transaction price paid by B&W reflects a Level 2 input involving an observable transaction involving an ownership interest in Fosler Construction. Also, as described above, a portion of the purchase consideration relates to the contingent consideration. Intangible assets is included in other assets above and consists of the following: (in thousands) Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships 14,400 12 years Backlog 2,700 5 months Total intangible assets (1) $ 17,100 (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. The Company incurred approximately $0.4 million of costs related to the acquisition of Fosler Construction which were recorded as a component of our operating expenses in our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2021. Assets Held for Sale Certain real property assets for the Copley, Ohio location were sold on March 15, 2021 for $4.0 million. We received $3.3 million of net proceeds after adjustments and recognized a gain on sale of $1.9 million. In conjunction with the sale, we executed a leaseback agreement commencing March 16, 2021 and expiring on March 31, 2033. These assets were treated as assets held for sale on our Condensed Consolidated Balance Sheets as of December 31, 2020. Certain real property assets for the Lancaster, Ohio location were sold on August 13, 2021 for $18.9 million. We received $15.8 million of net proceeds after adjustments and expenses and recognized a gain on sale of $13.9 million. In conjunction with the sale, we executed a leaseback agreement commencing August 13, 2021 and expiring on August 31, 2041. These assets were treated as assets held for sale on our Condensed Consolidated Balance Sheets as of December 31, 2020. In December 2019, we determined that a small business within the B&W Thermal segment met the criteria to be classified as held for sale. At December 31, 2020, the carrying value of the net assets planned to be sold approximated the estimated fair value less costs to sell. Refer to Divestiture s below as this sale closed March 5, 2021. The following table summarizes the carrying value of the assets and liabilities held for sale at December 31, 2020: (in thousands) December 31, 2020 Accounts receivable – trade, net $ 2,103 Accounts receivable – other 86 Contracts in progress 458 Inventories 1,676 Other current assets 405 Current assets held for sale 4,728 Net property, plant and equipment 10,365 Intangible assets 759 Right-of-use-asset 32 Non-current assets held for sale 11,156 Total assets held for sale $ 15,884 Accounts payable $ 5,211 Accrued employee benefits 178 Advance billings on contracts 370 Accrued warranty expense 466 Operating lease liabilities 32 Other accrued liabilities 2,048 Current liabilities held for sale 8,305 Total liabilities held for sale $ 8,305 Divestitures Effective March 5, 2021, we sold all of the issued and outstanding capital stock of Diamond Power Machine (Hubei) Co., Inc, for $2.8 million. We received $2.0 million in gross proceeds before expenses and recorded an $0.8 million favorable contract asset for the amortization period from March 8, 2021 through December 31, 2023. For the nine months ended September 30, 2021, we recognized a $2.2 million pre-tax loss, inclusive of the recognition of $4.5 million of currency translation adjustment, on the sale of the business and after consideration of certain working capital adjustments that are in dispute. Additional adjustments may be necessary as this is finalized. On March 17, 2020, we fully settled the remaining escrow associated with the sale of PBRRC and received $4.5 million in cash. Discontinued Operations On April 6, 2020, we fully settled the remaining escrow associated with the sale of the MEGTEC and Universal businesses and received $3.5 million in cash. |
ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS | ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS Acquisitions On September 30, 2021, we acquired a 60% controlling ownership stake in Illinois-based solar energy contractor Fosler Construction Company Inc. (“Fosler Construction”) for approximately $27.2 million in cash plus a contingent consideration arrangement. The acquisition was accounted for under the acquisition method of accounting for business combinations. We are in the process of completing the purchase price allocation associated with the Fosler Construction business combination and as a result, the provisional measurements of goodwill and any other assets and liabilities acquired are subject to change. Fosler Construction provides commercial, industrial and utility-scale solar services and owns two community solar projects in Illinois being developed under the Illinois Solar for All program. Fosler Construction was founded in 1998 and employs approximately 120 people with a track record of successfully completing solar projects profitably with union labor and aligning its model with a growing number of renewable project incentives in the U.S. We believe Fosler Construction is positioned to capitalize on the high-growth solar market in the U.S. and that the acquisition aligns with B&W’s aggressive growth and expansion of our clean and renewable energy businesses. Fosler Construction will be reported as part of our B&W Renewable segment, and it will operate under the name Fosler Solar, a Babcock and Wilcox company. The total fair value of consideration for the acquisition is $33.4 million, including $6.2 million in estimated fair value of the contingent consideration arrangement. In connection with the acquisition, the Company agreed to pay contingent consideration based on the achievement of specified objectives, including reaching targeted revenue thresholds. The range of undiscounted amounts the Company could be required to pay under the contingent consideration arrangement is between $0.0 million and $10.0 million. We estimated fair values primarily using the discounted cash flow method at September 30, 2021 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. If we determine any measurement period adjustments are material, we will apply those adjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined. The provisional measurements noted in the table below are preliminary and subject to modification in the future. The preliminary purchase price allocation to assets acquired and liabilities assumed in the acquisition was: (in thousands) Estimated Acquisition Date Fair Value Accounts receivable 1,904 Contracts in progress 1,363 Other current assets 1,137 Property, plant and equipment 9,527 Goodwill (1) 43,230 Other assets 17,497 Right of use assets 1,093 Debt (7,625) Current liabilities (6,630) Non-current lease liabilities (1,730) Other non-current liabilities (4,112) Non-controlling interest (2) (22,262) Net acquisition cost $ 33,392 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Fosler Construction acquisition, goodwill represents Fosler's ability to significantly expand EPC and O&M services among new customers across the U.S. by leveraging B&W's access to capital and geographic reach. Goodwill is not expected to be deductible for U.S federal income tax purposes. (2) The fair value of the non-controlling interest was derived based on the fair value of the 60% controlling interest acquired by B&W. The transaction price paid by B&W reflects a Level 2 input involving an observable transaction involving an ownership interest in Fosler Construction. Also, as described above, a portion of the purchase consideration relates to the contingent consideration. Intangible assets is included in other assets above and consists of the following: (in thousands) Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships 14,400 12 years Backlog 2,700 5 months Total intangible assets (1) $ 17,100 (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. The Company incurred approximately $0.4 million of costs related to the acquisition of Fosler Construction which were recorded as a component of our operating expenses in our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2021. Assets Held for Sale Certain real property assets for the Copley, Ohio location were sold on March 15, 2021 for $4.0 million. We received $3.3 million of net proceeds after adjustments and recognized a gain on sale of $1.9 million. In conjunction with the sale, we executed a leaseback agreement commencing March 16, 2021 and expiring on March 31, 2033. These assets were treated as assets held for sale on our Condensed Consolidated Balance Sheets as of December 31, 2020. Certain real property assets for the Lancaster, Ohio location were sold on August 13, 2021 for $18.9 million. We received $15.8 million of net proceeds after adjustments and expenses and recognized a gain on sale of $13.9 million. In conjunction with the sale, we executed a leaseback agreement commencing August 13, 2021 and expiring on August 31, 2041. These assets were treated as assets held for sale on our Condensed Consolidated Balance Sheets as of December 31, 2020. In December 2019, we determined that a small business within the B&W Thermal segment met the criteria to be classified as held for sale. At December 31, 2020, the carrying value of the net assets planned to be sold approximated the estimated fair value less costs to sell. Refer to Divestiture s below as this sale closed March 5, 2021. The following table summarizes the carrying value of the assets and liabilities held for sale at December 31, 2020: (in thousands) December 31, 2020 Accounts receivable – trade, net $ 2,103 Accounts receivable – other 86 Contracts in progress 458 Inventories 1,676 Other current assets 405 Current assets held for sale 4,728 Net property, plant and equipment 10,365 Intangible assets 759 Right-of-use-asset 32 Non-current assets held for sale 11,156 Total assets held for sale $ 15,884 Accounts payable $ 5,211 Accrued employee benefits 178 Advance billings on contracts 370 Accrued warranty expense 466 Operating lease liabilities 32 Other accrued liabilities 2,048 Current liabilities held for sale 8,305 Total liabilities held for sale $ 8,305 Divestitures Effective March 5, 2021, we sold all of the issued and outstanding capital stock of Diamond Power Machine (Hubei) Co., Inc, for $2.8 million. We received $2.0 million in gross proceeds before expenses and recorded an $0.8 million favorable contract asset for the amortization period from March 8, 2021 through December 31, 2023. For the nine months ended September 30, 2021, we recognized a $2.2 million pre-tax loss, inclusive of the recognition of $4.5 million of currency translation adjustment, on the sale of the business and after consideration of certain working capital adjustments that are in dispute. Additional adjustments may be necessary as this is finalized. On March 17, 2020, we fully settled the remaining escrow associated with the sale of PBRRC and received $4.5 million in cash. Discontinued Operations On April 6, 2020, we fully settled the remaining escrow associated with the sale of the MEGTEC and Universal businesses and received $3.5 million in cash. During the third quarter, we announced our intention to acquire 100% of the equity interests of VODA A/S, a leading multi-brand aftermarket parts and service provider for the waste-to-energy and biomass-to-energy markets based in Vejen, Denmark, for approximately $30.0 million. VODA focuses on energy producing incineration plants including waste-to-energy, biomass-to-energy or other fuels, providing service, engineering services, spare parts as well as general outage support and management. VODA has extensive experience within incineration technology, boiler / pressure parts, SRO, automation, and performance optimization.They employ people mainly in Denmark and Sweden. The planned acquisition of VODA aligns with B&W’s aggressive growth and expansion of our clean and renewable energy businesses. The foregoing planned acquisition is expected to close by the end of December 2021 and remains subject to the satisfaction or waiver of certain customary closing conditions specified in the share purchase agreement, including the receipt of Foreign Direct Investment clearance in Denmark by December 31, 2021. |
NEW ACCOUNTING STANDARDS
NEW ACCOUNTING STANDARDS | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
NEW ACCOUNTING STANDARDS | NEW ACCOUNTING STANDARDS We adopted the following accounting standard during the nine months of 2021: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by removing exceptions related to the incremental approach for intra-period tax allocation, certain deferred tax liabilities, and the general methodology for calculating income taxes in an interim period. The amendment also provides simplification related to accounting for franchise (or similar) tax, evaluating the tax basis step up of goodwill, allocation of consolidated current and deferred tax expense, reflection of the impact of enacted tax law or rate changes in annual effective tax rate calculations in the interim period that includes enactment date, and other minor codification improvements. The impact of this standard on our condensed consolidated financial statements was immaterial. New accounting standards not yet adopted that could affect our Condensed Consolidated Financial Statements in the future are summarized as follows: In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Equity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this update affect all entities that issue freestanding written call options that are classified in equity. Specifically, the amendments affect those entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. The amendments that relate to the recognition and measurement of EPS for certain modifications or exchanges of freestanding equity-classified written call options affect entities that present EPS in accordance with the guidance in Earnings Per Share (Topic 260) . The amendments in this update do not apply to modifications or exchanges of financial instruments that are within the scope of another Topic. That is, accounting for those instruments continues to be subject to the requirements in other Topics. The amendments in this update do not affect a holder’s accounting for freestanding call options. The update is applicable to B&W as we have previously issued freestanding written call options however those options remain unexercised as of September 30, 2021 and they have not been modified or exchanged to date. The amendments are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We are currently evaluating the impact of the standards on our condensed consolidated financial statements. In March 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. This update is an amendment to ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform of Financial Reporting, which was issued in March 2020 and provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in the updates apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the updates do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in both updates are effective for all entities upon issuance and may be adopted any date on or after March 12, 2020 up to December 31, 2022. We are currently evaluating the impact of the standards on our condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) . The amendments in this update simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity by removing major separation models required under current U.S. GAAP. The amendments also improve the consistency of diluted earnings per share calculations. The amendments in this update are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of the standard on our condensed consolidated financial statements. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326: Financial Instruments - Credit Losses. This update is an amendment to the new credit losses standard, ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , that was issued in June 2016 and clarifies that operating lease receivables are not within the scope of Topic 326. The new credit losses standard changes the accounting for credit losses for certain instruments. The new measurement approach is based on expected losses, commonly referred to as the current expected credit loss (CECL) model, and applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investment in leases, and reinsurance and trade receivables, as well as certain off-balance |
PROPOSED ACQUISITION
PROPOSED ACQUISITION | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
PROPOSED ACQUISITION | ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS Acquisitions On September 30, 2021, we acquired a 60% controlling ownership stake in Illinois-based solar energy contractor Fosler Construction Company Inc. (“Fosler Construction”) for approximately $27.2 million in cash plus a contingent consideration arrangement. The acquisition was accounted for under the acquisition method of accounting for business combinations. We are in the process of completing the purchase price allocation associated with the Fosler Construction business combination and as a result, the provisional measurements of goodwill and any other assets and liabilities acquired are subject to change. Fosler Construction provides commercial, industrial and utility-scale solar services and owns two community solar projects in Illinois being developed under the Illinois Solar for All program. Fosler Construction was founded in 1998 and employs approximately 120 people with a track record of successfully completing solar projects profitably with union labor and aligning its model with a growing number of renewable project incentives in the U.S. We believe Fosler Construction is positioned to capitalize on the high-growth solar market in the U.S. and that the acquisition aligns with B&W’s aggressive growth and expansion of our clean and renewable energy businesses. Fosler Construction will be reported as part of our B&W Renewable segment, and it will operate under the name Fosler Solar, a Babcock and Wilcox company. The total fair value of consideration for the acquisition is $33.4 million, including $6.2 million in estimated fair value of the contingent consideration arrangement. In connection with the acquisition, the Company agreed to pay contingent consideration based on the achievement of specified objectives, including reaching targeted revenue thresholds. The range of undiscounted amounts the Company could be required to pay under the contingent consideration arrangement is between $0.0 million and $10.0 million. We estimated fair values primarily using the discounted cash flow method at September 30, 2021 for the preliminary allocation of consideration to the assets acquired and liabilities assumed. During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. If we determine any measurement period adjustments are material, we will apply those adjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined. The provisional measurements noted in the table below are preliminary and subject to modification in the future. The preliminary purchase price allocation to assets acquired and liabilities assumed in the acquisition was: (in thousands) Estimated Acquisition Date Fair Value Accounts receivable 1,904 Contracts in progress 1,363 Other current assets 1,137 Property, plant and equipment 9,527 Goodwill (1) 43,230 Other assets 17,497 Right of use assets 1,093 Debt (7,625) Current liabilities (6,630) Non-current lease liabilities (1,730) Other non-current liabilities (4,112) Non-controlling interest (2) (22,262) Net acquisition cost $ 33,392 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Fosler Construction acquisition, goodwill represents Fosler's ability to significantly expand EPC and O&M services among new customers across the U.S. by leveraging B&W's access to capital and geographic reach. Goodwill is not expected to be deductible for U.S federal income tax purposes. (2) The fair value of the non-controlling interest was derived based on the fair value of the 60% controlling interest acquired by B&W. The transaction price paid by B&W reflects a Level 2 input involving an observable transaction involving an ownership interest in Fosler Construction. Also, as described above, a portion of the purchase consideration relates to the contingent consideration. Intangible assets is included in other assets above and consists of the following: (in thousands) Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships 14,400 12 years Backlog 2,700 5 months Total intangible assets (1) $ 17,100 (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. The Company incurred approximately $0.4 million of costs related to the acquisition of Fosler Construction which were recorded as a component of our operating expenses in our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2021. Assets Held for Sale Certain real property assets for the Copley, Ohio location were sold on March 15, 2021 for $4.0 million. We received $3.3 million of net proceeds after adjustments and recognized a gain on sale of $1.9 million. In conjunction with the sale, we executed a leaseback agreement commencing March 16, 2021 and expiring on March 31, 2033. These assets were treated as assets held for sale on our Condensed Consolidated Balance Sheets as of December 31, 2020. Certain real property assets for the Lancaster, Ohio location were sold on August 13, 2021 for $18.9 million. We received $15.8 million of net proceeds after adjustments and expenses and recognized a gain on sale of $13.9 million. In conjunction with the sale, we executed a leaseback agreement commencing August 13, 2021 and expiring on August 31, 2041. These assets were treated as assets held for sale on our Condensed Consolidated Balance Sheets as of December 31, 2020. In December 2019, we determined that a small business within the B&W Thermal segment met the criteria to be classified as held for sale. At December 31, 2020, the carrying value of the net assets planned to be sold approximated the estimated fair value less costs to sell. Refer to Divestiture s below as this sale closed March 5, 2021. The following table summarizes the carrying value of the assets and liabilities held for sale at December 31, 2020: (in thousands) December 31, 2020 Accounts receivable – trade, net $ 2,103 Accounts receivable – other 86 Contracts in progress 458 Inventories 1,676 Other current assets 405 Current assets held for sale 4,728 Net property, plant and equipment 10,365 Intangible assets 759 Right-of-use-asset 32 Non-current assets held for sale 11,156 Total assets held for sale $ 15,884 Accounts payable $ 5,211 Accrued employee benefits 178 Advance billings on contracts 370 Accrued warranty expense 466 Operating lease liabilities 32 Other accrued liabilities 2,048 Current liabilities held for sale 8,305 Total liabilities held for sale $ 8,305 Divestitures Effective March 5, 2021, we sold all of the issued and outstanding capital stock of Diamond Power Machine (Hubei) Co., Inc, for $2.8 million. We received $2.0 million in gross proceeds before expenses and recorded an $0.8 million favorable contract asset for the amortization period from March 8, 2021 through December 31, 2023. For the nine months ended September 30, 2021, we recognized a $2.2 million pre-tax loss, inclusive of the recognition of $4.5 million of currency translation adjustment, on the sale of the business and after consideration of certain working capital adjustments that are in dispute. Additional adjustments may be necessary as this is finalized. On March 17, 2020, we fully settled the remaining escrow associated with the sale of PBRRC and received $4.5 million in cash. Discontinued Operations On April 6, 2020, we fully settled the remaining escrow associated with the sale of the MEGTEC and Universal businesses and received $3.5 million in cash. During the third quarter, we announced our intention to acquire 100% of the equity interests of VODA A/S, a leading multi-brand aftermarket parts and service provider for the waste-to-energy and biomass-to-energy markets based in Vejen, Denmark, for approximately $30.0 million. VODA focuses on energy producing incineration plants including waste-to-energy, biomass-to-energy or other fuels, providing service, engineering services, spare parts as well as general outage support and management. VODA has extensive experience within incineration technology, boiler / pressure parts, SRO, automation, and performance optimization.They employ people mainly in Denmark and Sweden. The planned acquisition of VODA aligns with B&W’s aggressive growth and expansion of our clean and renewable energy businesses. The foregoing planned acquisition is expected to close by the end of December 2021 and remains subject to the satisfaction or waiver of certain customary closing conditions specified in the share purchase agreement, including the receipt of Foreign Direct Investment clearance in Denmark by December 31, 2021. |
NEW ACCOUNTING STANDARDS (Polic
NEW ACCOUNTING STANDARDS (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
New accounting standards | We adopted the following accounting standard during the nine months of 2021: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by removing exceptions related to the incremental approach for intra-period tax allocation, certain deferred tax liabilities, and the general methodology for calculating income taxes in an interim period. The amendment also provides simplification related to accounting for franchise (or similar) tax, evaluating the tax basis step up of goodwill, allocation of consolidated current and deferred tax expense, reflection of the impact of enacted tax law or rate changes in annual effective tax rate calculations in the interim period that includes enactment date, and other minor codification improvements. The impact of this standard on our condensed consolidated financial statements was immaterial. New accounting standards not yet adopted that could affect our Condensed Consolidated Financial Statements in the future are summarized as follows: In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Equity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this update affect all entities that issue freestanding written call options that are classified in equity. Specifically, the amendments affect those entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. The amendments that relate to the recognition and measurement of EPS for certain modifications or exchanges of freestanding equity-classified written call options affect entities that present EPS in accordance with the guidance in Earnings Per Share (Topic 260) . The amendments in this update do not apply to modifications or exchanges of financial instruments that are within the scope of another Topic. That is, accounting for those instruments continues to be subject to the requirements in other Topics. The amendments in this update do not affect a holder’s accounting for freestanding call options. The update is applicable to B&W as we have previously issued freestanding written call options however those options remain unexercised as of September 30, 2021 and they have not been modified or exchanged to date. The amendments are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We are currently evaluating the impact of the standards on our condensed consolidated financial statements. In March 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. This update is an amendment to ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform of Financial Reporting, which was issued in March 2020 and provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in the updates apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the updates do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in both updates are effective for all entities upon issuance and may be adopted any date on or after March 12, 2020 up to December 31, 2022. We are currently evaluating the impact of the standards on our condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) . The amendments in this update simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity by removing major separation models required under current U.S. GAAP. The amendments also improve the consistency of diluted earnings per share calculations. The amendments in this update are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of the standard on our condensed consolidated financial statements. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326: Financial Instruments - Credit Losses. This update is an amendment to the new credit losses standard, ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , that was issued in June 2016 and clarifies that operating lease receivables are not within the scope of Topic 326. The new credit losses standard changes the accounting for credit losses for certain instruments. The new measurement approach is based on expected losses, commonly referred to as the current expected credit loss (CECL) model, and applies to financial assets measured at amortized cost, including loans, held-to-maturity debt securities, net investment in leases, and reinsurance and trade receivables, as well as certain off-balance |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings 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) 2021 2020 2021 2020 Income (loss) from continuing operations attributable to stockholders of common stock $ 9,962 $ 34,724 $ (4,107) $ (16,706) Income from discontinued operations attributable to stockholders of common stock, net of tax — — — 1,800 Net income (loss) attributable to stockholders of common stock $ 9,962 $ 34,724 $ (4,107) $ (14,906) Weighted average shares used to calculate basic earnings (loss) per share 86,002 49,478 81,088 47,585 Dilutive effect of stock options, restricted stock and performance units 962 578 — — Weighted average shares used to calculate diluted earnings (loss) per share 86,964 50,056 81,088 47,585 Basic earnings (loss) per share Continuing operations $ 0.12 $ 0.70 $ (0.05) $ (0.35) Discontinued operations — — — 0.04 Basic earnings (loss) per share $ 0.12 $ 0.70 $ (0.05) $ (0.31) Diluted earnings (loss) per share Continuing operations $ 0.11 $ 0.69 $ (0.05) $ (0.35) Discontinued operations — — — 0.04 Diluted earnings (loss) per share $ 0.11 $ 0.69 $ (0.05) $ (0.31) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | An analysis of our operations by segment is as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Revenues: B&W Renewable segment B&W Renewable $ 20,783 $ 21,253 $ 63,481 $ 70,657 Vølund 17,217 17,809 41,674 47,913 38,000 39,062 105,155 118,570 B&W Environmental segment B&W Environmental 14,338 11,841 42,766 35,289 SPIG 16,514 10,323 40,892 32,510 GMAB 7,397 3,098 14,109 8,555 38,249 25,262 97,767 76,354 B&W Thermal segment B&W Thermal 83,819 70,025 328,416 223,920 83,819 70,025 328,416 223,920 Other (108) (1,836) (270) (2,380) Total Revenues $ 159,960 $ 132,513 $ 531,068 $ 416,464 Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Adjusted EBITDA (1) B&W Renewable segment (2) $ 11,399 $ 23,575 $ 15,030 $ 22,003 B&W Environmental segment 3,471 2,177 7,270 1,408 B&W Thermal segment 9,205 7,287 32,066 22,879 Corporate (5,866) (4,916) (11,548) (12,864) Research and development benefit (costs) 513 (1,355) (560) (3,927) 18,722 26,768 42,258 29,499 Restructuring activities (4,575) (2,396) (7,968) (6,739) Acquisition pursuit and related costs (4,037) — (4,037) — Financial advisory services (322) (1,650) (2,554) (3,161) Advisory fees for settlement costs and liquidity planning (954) (1,387) (4,991) (5,156) Litigation legal costs (566) (809) (2,113) (1,757) Stock compensation (152) (1,175) (8,032) (3,074) Interest on letters of credit included in cost of operations (572) (186) (1,178) (585) Loss from business held for sale — (93) (483) (411) Depreciation & amortization (4,305) (4,056) (12,684) (12,296) Contract asset amortization (73) — (146) — Product development (2,427) — (2,690) — Gain (loss) from a non-strategic business 184 (945) (103) (1,163) Gain on asset disposals, net 13,838 3 15,804 916 Operating income (loss) 14,761 14,074 11,083 (3,927) Interest expense, net (8,200) (12,036) (30,189) (49,346) Gain (loss) on debt extinguishment — — 6,530 (6,194) Loss on sale of business — — (2,240) (108) Net pension benefit before MTM 7,614 7,328 22,636 22,314 MTM gain from benefit plans 2,253 — 2,253 — Foreign exchange (1,673) 24,963 (1,056) 22,749 Other – net (806) (276) (988) (3,068) Total other income (expense) (812) 19,979 (3,054) (13,653) Income (loss) before income tax expense 13,949 34,053 8,029 (17,580) Income tax expense (benefit) 301 (502) 6,683 (467) Income (loss) from continuing operations 13,648 34,555 1,346 (17,113) Income from discontinued operations, net of tax — — — 1,800 Net income (loss) 13,648 34,555 1,346 (15,313) Net (income) loss attributable to non-controlling interest (5) 169 (41) 407 Net income (loss) attributable to stockholders 13,643 34,724 1,305 (14,906) Less: Dividend on Series A preferred stock 3,681 — 5,412 — Net income (loss) attributable to stockholders of common stock $ 9,962 $ 34,724 $ (4,107) $ (14,906) (1) Adjusted EBITDA for the three and nine months ended September 30, 2020, excludes losses related to a non-strategic business and interest on letters of credit included in cost of operations that were previously included in Adjusted EBITDA and total $0.9 million and $0.2 million, respectively, and $1.2 million and $0.6 million, respectively. (2) Adjusted EBITDA for the three and nine months ended September 30, 2020 includes a $26 million non-recurring loss recovery related to claims in connection with multiple Renewable EPC loss contracts. |
REVENUE RECOGNITION AND CONTR_2
REVENUE RECOGNITION AND CONTRACTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 December 31, 2020 $ Change % Change Contract assets - included in contracts in progress: Costs incurred less costs of revenue recognized $ 29,038 $ 25,888 $ 3,150 12 % Revenues recognized less billings to customers 39,228 33,420 5,808 17 % Contracts in progress $ 68,266 $ 59,308 $ 8,958 15 % Contract liabilities - included in advance billings on contracts: Billings to customers less revenues recognized $ 44,275 $ 61,884 $ (17,609) (28) % Costs of revenue recognized less cost incurred 164 2,118 (1,954) (92) % Advance billings on contracts $ 44,439 $ 64,002 $ (19,563) (31) % Net contract balance $ 23,827 $ (4,694) $ 28,521 (608) % Accrued contract losses $ 316 $ 582 $ (266) (46) % |
Schedule of Recognized Changes in Estimated Gross Profit | In the three and nine months ended September 30, 2021 and 2020, 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) 2021 2020 2021 2020 Increases in gross profit for changes in estimates for over time contracts (1) $ 7,001 $ 27,237 $ 12,340 $ 34,453 Decreases in gross profit for changes in estimates for over time contracts (1,523) (8,058) (6,018) (13,003) Net changes in gross profit for changes in estimates for over time contracts $ 5,478 $ 19,179 $ 6,322 $ 21,450 (1) Increases in gross profits for changes in estimates for over time contracts reflects a non-recurring loss recovery of $26.0 million in the three and nine months ended September 30, 2020. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows: (in thousands) September 30, 2021 December 31, 2020 Raw materials and supplies $ 49,356 $ 46,659 Work in progress 6,571 8,195 Finished goods 17,072 12,307 Total inventories $ 72,999 $ 67,161 |
PROPERTY, PLANT & EQUIPMENT, _2
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment and Finance Lease | Property, plant and equipment less accumulated depreciation is as follows: (in thousands) September 30, 2021 December 31, 2020 Land $ 1,524 $ 1,584 Buildings 32,523 34,207 Machinery and equipment 150,751 151,399 Property under construction 11,224 5,336 196,022 192,526 Less accumulated depreciation 138,619 135,925 Net property, plant and equipment 57,403 56,601 Finance lease 57,393 30,551 Less finance lease accumulated amortization 4,878 2,074 Net property, plant and equipment, and finance lease $ 109,918 $ 85,078 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following summarizes the changes in the net carrying amount of goodwill as of September 30, 2021: (in thousands) B&W B&W Environmental B&W Total Balance at December 31, 2020 $ 10,211 $ 5,673 $ 31,479 $ 47,363 Addition - Fosler Construction (1) 43,230 — — 43,230 Currency translation adjustments (7) (6) (32) (45) Balance at September 30, 2021 $ 53,434 $ 5,667 $ 31,447 $ 90,548 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Our intangible assets are as follows: (in thousands) September 30, 2021 December 31, 2020 Definite-lived intangible assets Customer relationships $ 38,251 $ 24,862 Unpatented technology 15,514 15,713 Patented technology 3,115 2,642 Tradename 12,726 13,088 Acquired backlog 2,700 — All other 9,413 9,262 Gross value of definite-lived intangible assets 81,719 65,567 Customer relationships amortization (20,297) (19,537) Unpatented technology amortization (7,935) (6,751) Patented technology amortization (2,696) (2,593) Tradename amortization (5,281) (4,831) All other amortization (9,287) (9,252) Accumulated amortization (45,496) (42,964) Net definite-lived intangible assets $ 36,223 $ 22,603 Indefinite-lived intangible assets Trademarks and trade names $ 1,305 $ 1,305 Total intangible assets, net $ 37,528 $ 23,908 |
Schedule of Finite-Lived Intangible Assets | The following summarizes the changes in the carrying amount of intangible assets: Nine months ended September 30, (in thousands) 2021 2020 Balance at beginning of period $ 23,908 $ 25,300 Business acquisitions and adjustments (1) 17,100 — Amortization expense (2,531) (2,564) Currency translation adjustments (949) 955 Balance at end of the period $ 37,528 $ 23,691 |
Schedule of Indefinite-Lived Intangible Assets | The following summarizes the changes in the carrying amount of intangible assets: Nine months ended September 30, (in thousands) 2021 2020 Balance at beginning of period $ 23,908 $ 25,300 Business acquisitions and adjustments (1) 17,100 — Amortization expense (2,531) (2,564) Currency translation adjustments (949) 955 Balance at end of the period $ 37,528 $ 23,691 |
Schedule of Estimated Future Intangible Asset Amortization Expense | Estimated future intangible asset amortization expense, including the increase in amortization expense resulting from the September 30, 2021 acquisition of Fosler Construction, is as follows (in thousands): Amortization Expense (1) Year ending December 31, 2021 $ 2,744 Year ending December 31, 2022 5,633 Year ending December 31, 2023 4,552 Year ending December 31, 2024 4,469 Year ending December 31, 2025 3,708 Year ending December 31, 2026 2,452 Thereafter 12,665 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease expense included on our Condensed Consolidated Statements of Operations were as follows: Three months ended September 30, Nine months ended September 30, (in thousands) Classification 2021 2020 2021 2020 Operating lease expense: Operating lease expense Selling, general and administrative expenses $ 1,172 $ 1,433 $ 3,819 $ 4,329 Short-term lease expense Selling, general and administrative expenses 435 866 3,076 1,346 Variable lease expense (1) Selling, general and administrative expenses 58 625 256 1,019 Total operating lease expense $ 1,665 $ 2,924 $ 7,151 $ 6,694 Finance lease expense: Amortization of right-of-use assets Cost of operations $ 723 $ 517 $ 1,844 $ 1,546 Amortization of right-of-use assets Selling, general and administrative expenses 482 — 959 — Interest on lease liabilities Interest expense 870 612 2,194 1,843 Total finance lease expense $ 2,075 $ 1,129 $ 4,997 $ 3,389 Sublease income (2) Other – net $ (22) $ (22) $ (65) $ (65) Net lease cost $ 3,718 $ 4,031 $ 12,083 $ 10,018 (1) Variable lease expense primarily consists of common area maintenance expenses paid directly to lessors of real estate leases. (2) Sublease income excludes rental income from owned properties, which is not material. Other information related to leases is as follows: Nine months ended September 30, (in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,925 $ 4,275 Operating cash flows from finance leases 2,194 1,843 Financing cash flows from finance leases 1,382 (208) (in thousands) September 30, 2021 December 31, 2020 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 3,102 $ 2,629 Finance leases $ 26,841 $ 146 Weighted-average remaining lease term: Operating leases (in years) 3.7 3.1 Finance leases (in years) 15.3 13.9 Weighted-average discount rate: Operating leases 8.79 % 9.26 % Finance leases 7.39 % 8.00 % |
Supplemental Balance Sheet Information | Amounts relating to leases were presented on our Condensed Consolidated Balance Sheets in the following line items: (in thousands) Assets: Classification September 30, 2021 December 31, 2020 Operating lease assets Right-of-use assets $ 9,812 $ 10,814 Finance lease assets Net property, plant and equipment, and finance lease 52,515 28,477 Total non-current lease assets $ 62,327 $ 39,291 Liabilities: Current Operating lease liabilities Operating lease liabilities $ 3,651 $ 3,995 Finance lease liabilities Financing lease liabilities 3,302 886 Non-current Operating lease liabilities Non-current operating lease liabilities 6,298 7,031 Finance lease liabilities Non-current finance lease liabilities 52,526 29,690 Total lease liabilities $ 65,777 $ 41,602 |
Finance Lease Maturity | Future minimum lease payments required, including the future minimum lease payments resulting from the September 30, 2021 acquisition of Fosler Construction, under non-cancellable leases as of September 30, 2021 were as follows: (in thousands) Operating Leases Finance Leases Total 2021 (excluding the nine months ended September 30, 2021) $ 1,108 $ 1,840 $ 2,948 2022 4,047 6,803 10,850 2023 2,754 5,481 8,235 2024 1,645 5,577 7,222 2025 613 5,635 6,248 Thereafter 1,131 69,650 70,781 Total $ 11,298 $ 94,986 $ 106,284 Less imputed interest (1,349) (39,158) (40,507) Lease liability $ 9,949 $ 55,828 $ 65,777 |
Operating Lease Maturity | Future minimum lease payments required, including the future minimum lease payments resulting from the September 30, 2021 acquisition of Fosler Construction, under non-cancellable leases as of September 30, 2021 were as follows: (in thousands) Operating Leases Finance Leases Total 2021 (excluding the nine months ended September 30, 2021) $ 1,108 $ 1,840 $ 2,948 2022 4,047 6,803 10,850 2023 2,754 5,481 8,235 2024 1,645 5,577 7,222 2025 613 5,635 6,248 Thereafter 1,131 69,650 70,781 Total $ 11,298 $ 94,986 $ 106,284 Less imputed interest (1,349) (39,158) (40,507) Lease liability $ 9,949 $ 55,828 $ 65,777 |
ACCRUED WARRANTY EXPENSE (Table
ACCRUED WARRANTY EXPENSE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Changes in Carrying Amount of Accrued Warranty Expense | Changes in the carrying amount of our accrued warranty expense are as follows: Nine months ended September 30, (in thousands) 2021 2020 Balance at beginning of period $ 25,399 $ 33,376 Additions 5,155 4,508 Expirations and other changes (4,790) (3,523) Payments (10,212) (8,410) Translation and other (342) 852 Balance at end of period $ 15,210 $ 26,803 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Activity | The following tables summarizes the restructuring activity incurred by segment: Three months ended September 30, Three months ended September 30, 2021 2020 (in thousands) Total Severance and related costs Other (1) Total Severance and related costs Other (1) B&W Renewable segment $ 715 $ 382 $ 333 $ 594 $ 340 $ 254 B&W Environmental segment 332 128 204 299 119 180 B&W Thermal segment 1,242 362 880 1,370 422 948 Corporate 2,286 124 2,162 133 — 133 $ 4,575 $ 996 $ 3,579 $ 2,396 $ 881 $ 1,515 Nine months ended September 30, Nine months ended September 30, 2021 2020 (in thousands) Total Severance and related costs Other (1) Total Severance and related costs Other (1) B&W Renewable segment $ 1,781 $ 1,301 $ 480 $ 2,346 $ 1,153 $ 1,193 B&W Environmental segment 630 335 295 676 330 346 B&W Thermal segment 3,132 1,409 1,723 3,259 1,111 2,148 Corporate 2,425 132 2,293 458 — 458 $ 7,968 $ 3,177 $ 4,791 $ 6,739 $ 2,594 $ 4,145 Cumulative costs to date $ 48,282 36,390 11,892 |
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) 2021 2020 2021 2020 Balance at beginning of period $ 7,945 $ 5,087 $ 8,146 $ 5,359 Restructuring expense 4,575 2,396 7,968 6,739 Payments (5,482) (2,307) (9,076) (6,922) Balance at end of period $ 7,038 $ 5,176 $ 7,038 $ 5,176 |
PENSION PLANS AND OTHER POSTR_2
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | Components of net periodic benefit cost (benefit) included in net income (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) 2021 2020 2021 2020 2021 2020 2021 2020 Interest cost $ 5,603 $ 8,263 $ 16,883 $ 24,773 $ 109 $ 88 $ 187 $ 232 Expected return on plan assets (13,527) (15,452) (40,309) (46,636) — — — — Amortization of prior service cost (credit) 28 44 84 130 173 (271) 519 (813) Recognized net actuarial gain (2,253) — (2,253) — — — — — Benefit plans, net (1) (10,149) (7,145) (25,595) (21,733) 282 (183) 706 (581) Service cost included in COS (2) 217 212 652 632 6 5 18 14 Net periodic benefit cost (benefit) $ (9,932) $ (6,933) $ (24,943) $ (21,101) $ 288 $ (178) $ 724 $ (567) (1) Benefit plans, net , which is presented separately in our Condensed Consolidated Statements of Operations, is not allocated to the segments. (2) Service cost related to a small group of active participants is presented within cost of operations in our Condensed Consolidated Statement of Operations and is allocated to the B&W Thermal segment. |
2021 SENIOR NOTES OFFERING (Tab
2021 SENIOR NOTES OFFERING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Components of The Senior Notes | The components of the Senior Notes are as follows: (in thousands) September 30, 2021 8.125% Senior Notes due 2026 $ 185,599 Unamortized deferred financing costs (5,039) Unamortized premium 590 Net debt balance $ 181,150 Last Out Term Loan Tranche (in thousands) A-3 A-4 A-6 Total Balance at December 31, 2020 $ 113,330 $ 30,000 $ 40,000 $ 183,330 Payments in cash (40,408) (30,000) (5,000) (75,408) Equitized deemed prepayment - preferred stock issuance (72,922) — — (72,922) Deemed prepayment - senior notes issuance — — (35,000) (35,000) Balance at September 30, 2021 $ — $ — $ — $ — |
LAST OUT TERM LOANS (Tables)
LAST OUT TERM LOANS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of the Senior Notes are as follows: (in thousands) September 30, 2021 8.125% Senior Notes due 2026 $ 185,599 Unamortized deferred financing costs (5,039) Unamortized premium 590 Net debt balance $ 181,150 Last Out Term Loan Tranche (in thousands) A-3 A-4 A-6 Total Balance at December 31, 2020 $ 113,330 $ 30,000 $ 40,000 $ 183,330 Payments in cash (40,408) (30,000) (5,000) (75,408) Equitized deemed prepayment - preferred stock issuance (72,922) — — (72,922) Deemed prepayment - senior notes issuance — — (35,000) (35,000) Balance at September 30, 2021 $ — $ — $ — $ — |
INTEREST EXPENSE AND SUPPLEME_2
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Summary of Interest Expenses | Interest expense in our Condensed Consolidated Financial Statements consisted of the following components: Three months ended September 30, Nine months ended September 30, (in thousands) 2021 2020 2021 2020 Components associated with borrowings from: Senior Notes $ 3,801 $ — $ 8,993 $ — Last Out Term Loans - cash interest — — 4,349 6,140 Last Out Term Loans - equitized interest — 5,315 — 8,031 U.S. Revolving Credit Facility — 3,382 1,416 10,830 3,801 8,697 14,758 25,001 Components associated with amortization or accretion of: Revolving Credit Agreement 1,057 — 1,057 — Senior Notes 335 — 2,101 — Last Out Term Loans - discount and financing fees — (545) — 3,183 U.S. Revolving Credit Facility - deferred financing fees and commitment fees — 1,711 5,995 14,376 U.S. Revolving Credit Facility - deferred ticking fee for Amendment 16 — — — 1,660 1,392 1,166 9,153 19,219 Components associated with interest from: Lease liabilities 870 612 2,194 1,843 Other interest expense 2,267 1,728 4,469 3,713 3,137 2,340 6,663 5,556 Total interest expense $ 8,330 $ 12,203 $ 30,574 $ 49,776 |
Schedule of Cash and Cash Equivalents Reconciliation | The following table provides a reconciliation of cash and cash equivalents and restricted cash reporting that sum to the total cash amount in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows: (in thousands) September 30, 2021 December 31, 2020 September 30, 2020 Held by foreign entities $ 39,238 $ 38,726 $ 36,848 Held by U.S. entities 67,817 18,612 2,086 Cash and cash equivalents 107,055 57,338 38,934 Reinsurance reserve requirements 774 4,551 3,443 Restricted foreign accounts — 2,869 2,752 Bank guarantee collateral 1,026 2,665 3,240 Letters of credit collateral 6,892 — — Restricted cash and cash equivalents 8,692 10,085 9,435 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows $ 115,747 $ 67,423 $ 48,369 |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reporting that sum to the total cash amount in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows: (in thousands) September 30, 2021 December 31, 2020 September 30, 2020 Held by foreign entities $ 39,238 $ 38,726 $ 36,848 Held by U.S. entities 67,817 18,612 2,086 Cash and cash equivalents 107,055 57,338 38,934 Reinsurance reserve requirements 774 4,551 3,443 Restricted foreign accounts — 2,869 2,752 Bank guarantee collateral 1,026 2,665 3,240 Letters of credit collateral 6,892 — — Restricted cash and cash equivalents 8,692 10,085 9,435 Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows $ 115,747 $ 67,423 $ 48,369 |
Schedule of Supplemental Cash Flow Disclosures | The following cash activity is presented as a supplement to our Condensed Consolidated Statements of Cash Flows and is included in Net cash used in activities : Nine months ended September 30, (in thousands) 2021 2020 Income tax payments, net $ 6,094 $ 3,967 Interest payments on our 8.125% Senior Notes due 2026 $ 6,681 $ — Interest payments on our U.S. Revolving Credit Facility 5,979 8,280 Interest payments on our Last Out Term Loans 6,140 6,140 Total cash paid for interest $ 18,800 $ 14,420 |
COMPREHENSIVE INCOME (Tables)
COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the components of AOCI, net of tax, for the first three quarters of 2021 and 2020 were as follows: (in thousands) Currency translation Net unrecognized loss Total Balance at December 31, 2020 $ (47,575) $ (4,815) $ (52,390) Other comprehensive loss before reclassifications (70) — (70) Reclassified from AOCI to net income (loss) (4,512) 198 (4,314) Net other comprehensive (loss) income (4,582) 198 (4,384) Balance at March 31, 2021 $ (52,157) $ (4,617) $ (56,774) Other comprehensive loss before reclassifications (1,478) — (1,478) Reclassified from AOCI to net income — 198 198 Net other comprehensive (loss) income (1,478) 198 (1,280) Balance at June 30, 2021 $ (53,635) $ (4,419) $ (58,054) Other comprehensive income (loss) before reclassifications (1,292) — (1,292) Reclassified from AOCI to net income (loss) — 197 197 Net other comprehensive income (loss) (1,292) 197 (1,095) Balance at September 30, 2021 $ (54,927) $ (4,222) $ (59,149) (in thousands) Currency translation Net unrecognized loss Total Balance at December 31, 2019 $ 5,743 $ (3,817) $ 1,926 Other comprehensive income before reclassifications 2,380 — 2,380 Reclassified from AOCI to net loss — (246) (246) Net other comprehensive income (loss) 2,380 (246) 2,134 Balance at March 31, 2020 $ 8,123 $ (4,063) $ 4,060 Other comprehensive loss before reclassifications (4,095) — (4,095) Reclassified from AOCI to net loss — (246) (246) Net other comprehensive loss (4,095) (246) (4,341) Balance at June 30, 2020 $ 4,028 $ (4,309) $ (281) Other comprehensive loss before reclassifications (22,916) $ — (22,916) Reclassified from AOCI to net income (loss) — $ (246) (246) Net other comprehensive (loss) income (22,916) (246) (23,162) Balance at September 30, 2020 $ (18,888) $ (4,555) $ (23,443) |
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, 2021 2020 2021 2020 Release of currency translation adjustment with the sale of business Loss on sale of business $ — $ — $ 4,512 $ — Amortization of prior service cost on benefit obligations Benefit plans, net (197) 246 (593) 738 Net (loss) income $ (197) $ 246 $ 3,919 $ 738 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by the FASB Topic, Fair Value Measurements and Disclosures ). (in thousands) Available-for-sale securities September 30, 2021 Level 1 Level 2 Corporate notes and bonds $ 8,719 $ 8,719 $ — Mutual funds 701 — 701 United States Government and agency securities 4,131 4,131 — Total fair value of available-for-sale securities $ 13,551 $ 12,850 $ 701 (in thousands) Available-for-sale securities December 31, 2020 Level 1 Level 2 Corporate notes and bonds $ 6,139 $ 6,139 $ — Mutual funds 636 — 636 Corporate Stocks 4,168 4,168 — United States Government and agency securities 4,365 4,365 — Total fair value of available-for-sale securities $ 15,308 $ 14,672 $ 636 (in thousands) September 30, 2021 Senior Notes Carrying Value Estimated Fair Value 8.125% Senior Notes due 2026 ('BWSN') $ 185,599 $ 194,211 |
ACQUISITIONS, ASSETS HELD FOR_2
ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary purchase price allocation to assets acquired and liabilities assumed in the acquisition was: (in thousands) Estimated Acquisition Date Fair Value Accounts receivable 1,904 Contracts in progress 1,363 Other current assets 1,137 Property, plant and equipment 9,527 Goodwill (1) 43,230 Other assets 17,497 Right of use assets 1,093 Debt (7,625) Current liabilities (6,630) Non-current lease liabilities (1,730) Other non-current liabilities (4,112) Non-controlling interest (2) (22,262) Net acquisition cost $ 33,392 (1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Fosler Construction acquisition, goodwill represents Fosler's ability to significantly expand EPC and O&M services among new customers across the U.S. by leveraging B&W's access to capital and geographic reach. Goodwill is not expected to be deductible for U.S federal income tax purposes. |
Schedule of Finite-Lived Intangible Assets Acquired in Business Combination | Intangible assets is included in other assets above and consists of the following: (in thousands) Estimated Acquisition Date Fair Value Weighted Average Estimated Useful Life Customer Relationships 14,400 12 years Backlog 2,700 5 months Total intangible assets (1) $ 17,100 (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. |
Carrying Value of Assets and Liabilities Held for Sale | The following table summarizes the carrying value of the assets and liabilities held for sale at December 31, 2020: (in thousands) December 31, 2020 Accounts receivable – trade, net $ 2,103 Accounts receivable – other 86 Contracts in progress 458 Inventories 1,676 Other current assets 405 Current assets held for sale 4,728 Net property, plant and equipment 10,365 Intangible assets 759 Right-of-use-asset 32 Non-current assets held for sale 11,156 Total assets held for sale $ 15,884 Accounts payable $ 5,211 Accrued employee benefits 178 Advance billings on contracts 370 Accrued warranty expense 466 Operating lease liabilities 32 Other accrued liabilities 2,048 Current liabilities held for sale 8,305 Total liabilities held for sale $ 8,305 |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) attributable to stockholders of common stock, basic | $ 9,962 | $ 34,724 | $ (4,107) | $ (14,906) |
Net income (loss) attributable to stockholders of common stock, diluted | $ 9,962 | $ 34,724 | $ (4,107) | $ (14,906) |
Weighted average shares used to calculate basic earnings (loss) per share (in shares) | 86,002 | 49,478 | 81,088 | 47,585 |
Dilutive effect of stock options, restricted stock and performance units (in shares) | 962 | 578 | 0 | 0 |
Weighted average shares used to calculate diluted earnings (loss) per share (in shares) | 86,964 | 50,056 | 81,088 | 47,585 |
Basic earnings (loss) per share | ||||
Continuing operations (in dollars per share) | $ 0.12 | $ 0.70 | $ (0.05) | $ (0.35) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.04 |
Basic earnings (loss) per share (in dollars per share) | 0.12 | 0.70 | (0.05) | (0.31) |
Diluted earnings (loss) per share | ||||
Continuing operations (in dollars per share) | 0.11 | 0.69 | (0.05) | (0.35) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.04 |
Diluted earnings (loss) per share (in dollars per share) | $ 0.11 | $ 0.69 | $ (0.05) | $ (0.31) |
Continuing Operations | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) attributable to stockholders of common stock, basic | $ 9,962 | $ 34,724 | $ (4,107) | $ (16,706) |
Discontinued Operations | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) attributable to stockholders of common stock, basic | $ 0 | $ 0 | $ 0 | $ 1,800 |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Excluded shares that would have been included with net income (in shares) | 1,300,000 | 422,300 | ||
Stock options from diluted share (in shares) | 900,000 | 1,100,000 | 1,000,000 | 1,300,000 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
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, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||||||
Revenues | $ 159,960 | $ 132,513 | $ 531,068 | $ 416,464 | ||||
Adjusted EBITDA | 18,722 | 26,768 | 42,258 | 29,499 | ||||
Restructuring activities | (4,575) | (2,396) | (7,968) | (6,739) | ||||
Acquisition pursuit and related costs | (4,037) | 0 | (4,037) | 0 | ||||
Financial advisory services | (322) | (1,650) | (2,554) | (3,161) | ||||
Advisory fees for settlement costs and liquidity planning | (954) | (1,387) | (4,991) | (5,156) | ||||
Litigation legal costs | (566) | (809) | (2,113) | (1,757) | ||||
Stock compensation | (152) | (1,175) | (8,032) | (3,074) | ||||
Interest on letters of credit included in cost of operations | (572) | (186) | (1,178) | (585) | ||||
Loss from business held for sale | 0 | (93) | (483) | (411) | ||||
Depreciation & amortization | (4,305) | (4,056) | (12,684) | (12,296) | ||||
Contract asset amortization | (73) | 0 | (146) | 0 | ||||
Product development | (2,427) | 0 | (2,690) | 0 | ||||
Gain (loss) from a non-strategic business | 184 | (945) | (103) | (1,163) | ||||
Gain on asset disposals, net | 13,838 | 3 | 15,804 | 916 | ||||
Operating income (loss) | 14,761 | 14,074 | 11,083 | (3,927) | ||||
Interest expense, net | (8,200) | (12,036) | (30,189) | (49,346) | ||||
Gain (loss) on debt extinguishment | 0 | 0 | 6,530 | (6,194) | ||||
Loss on sale of business | 0 | 0 | (2,240) | (108) | ||||
Net pension benefit before MTM | 7,614 | 7,328 | 22,636 | 22,314 | ||||
MTM gain from benefit plans | 2,253 | 0 | 2,253 | 0 | ||||
Foreign exchange | (1,673) | 24,963 | (1,056) | 22,749 | ||||
Other – net | (806) | (276) | (988) | (3,068) | ||||
Total other income (expense) | (812) | 19,979 | (3,054) | (13,653) | ||||
Income (loss) before income tax expense | 13,949 | 34,053 | 8,029 | (17,580) | ||||
Income tax expense (benefit) | 301 | (502) | 6,683 | (467) | ||||
Income (loss) from continuing operations | 13,648 | 34,555 | 1,346 | (17,113) | ||||
Income from discontinued operations, net of tax | 0 | 0 | 0 | 1,800 | ||||
Net income (loss) | 13,648 | $ 3,141 | $ (15,443) | 34,555 | $ (18,246) | $ (31,622) | 1,346 | (15,313) |
Net (income) loss attributable to non-controlling interest | (5) | 169 | (41) | 407 | ||||
Net income (loss) attributable to stockholders | 13,643 | 34,724 | 1,305 | (14,906) | ||||
Less: Dividend on Series A preferred stock | 3,681 | 0 | 5,412 | 0 | ||||
Net income (loss) attributable to stockholders of common stock | 9,962 | 34,724 | (4,107) | (14,906) | ||||
Losses related to a non-strategic business, previously included in adjusted EBITDA | (900) | (1,200) | ||||||
Interest on letters of credit included in cost of operations, previously included in adjusted EBITDA | (200) | (600) | ||||||
Non-recurring loss recovery related to claims settlement | 26,000 | 26,000 | ||||||
Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | (108) | (1,836) | (270) | (2,380) | ||||
Corporate | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA | (5,866) | (4,916) | (11,548) | (12,864) | ||||
Research and development benefit (costs) | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Research and development benefit (costs) | 513 | (1,355) | (560) | (3,927) | ||||
B&W Renewable segment | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 38,000 | 39,062 | 105,155 | 118,570 | ||||
Adjusted EBITDA | 11,399 | 23,575 | 15,030 | 22,003 | ||||
B&W Renewable segment | Operating Segments | B&W Renewable | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 20,783 | 21,253 | 63,481 | 70,657 | ||||
B&W Renewable segment | Operating Segments | Vølund | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 17,217 | 17,809 | 41,674 | 47,913 | ||||
B&W Environmental segment | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 38,249 | 25,262 | 97,767 | 76,354 | ||||
Adjusted EBITDA | 3,471 | 2,177 | 7,270 | 1,408 | ||||
B&W Environmental segment | Operating Segments | B&W Environmental | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 14,338 | 11,841 | 42,766 | 35,289 | ||||
B&W Environmental segment | Operating Segments | SPIG | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 16,514 | 10,323 | 40,892 | 32,510 | ||||
B&W Environmental segment | Operating Segments | GMAB | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 7,397 | 3,098 | 14,109 | 8,555 | ||||
B&W Thermal segment | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 83,819 | 70,025 | 328,416 | 223,920 | ||||
Adjusted EBITDA | 9,205 | 7,287 | 32,066 | 22,879 | ||||
B&W Thermal segment | Operating Segments | B&W Thermal | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | $ 83,819 | $ 70,025 | $ 328,416 | $ 223,920 |
REVENUE RECOGNITION AND CONTR_3
REVENUE RECOGNITION AND CONTRACTS - Revenue Recognition (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Transferred at Point in Time | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Percent of revenue | 21.00% | 34.00% | 20.00% | 32.00% |
Transferred over Time | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Percent of revenue | 79.00% | 66.00% | 80.00% | 68.00% |
REVENUE RECOGNITION AND CONTR_4
REVENUE RECOGNITION AND CONTRACTS - Contract Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 68,266 | $ 59,308 |
Contract assets - included in contracts in progress, $ change | $ 8,958 | |
Contract assets - included in contracts in progress, % change | 15.00% | |
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 44,439 | 64,002 |
Contract liabilities - included in advance billings on contracts, $ change | $ (19,563) | |
Contract liabilities - included in advance billings on contracts, % change | (31.00%) | |
Net contract balance | $ 23,827 | (4,694) |
Net contract balance, $ change | $ 28,521 | |
Net contract balance, % change | (608.00%) | |
Accrued contract losses | $ 316 | 582 |
Accrued contract losses, $ change | $ (266) | |
Accrued contract losses, % change | (46.00%) | |
Billings to customers less revenues recognized | ||
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 44,275 | 61,884 |
Contract liabilities - included in advance billings on contracts, $ change | $ (17,609) | |
Contract liabilities - included in advance billings on contracts, % change | (28.00%) | |
Costs of revenue recognized less cost incurred | ||
Contract liabilities - included in advance billings on contracts: | ||
Contract liabilities - included in advance billings on contracts | $ 164 | 2,118 |
Contract liabilities - included in advance billings on contracts, $ change | $ (1,954) | |
Contract liabilities - included in advance billings on contracts, % change | (92.00%) | |
Costs incurred less costs of revenue recognized | ||
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 29,038 | 25,888 |
Contract assets - included in contracts in progress, $ change | $ 3,150 | |
Contract assets - included in contracts in progress, % change | 12.00% | |
Revenues recognized less billings to customers | ||
Contract assets - included in contracts in progress: | ||
Contract assets - included in contracts in progress | $ 39,228 | $ 33,420 |
Contract assets - included in contracts in progress, $ change | $ 5,808 | |
Contract assets - included in contracts in progress, % change | 17.00% |
REVENUE RECOGNITION AND CONTR_5
REVENUE RECOGNITION AND CONTRACTS - Backlog (Details) $ in Millions | Sep. 30, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Backlog | $ 540 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 29.10% |
Expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 32.60% |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations (as a percent) | 38.30% |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Increases in gross profit for changes in estimates for over time contracts | $ 7,001 | $ 27,237 | $ 12,340 | $ 34,453 |
Decreases in gross profit for changes in estimates for over time contracts | (1,523) | (8,058) | (6,018) | (13,003) |
Net changes in gross profit for changes in estimates for over time contracts | $ 5,478 | $ 19,179 | $ 6,322 | $ 21,450 |
REVENUE RECOGNITION AND CONTR_7
REVENUE RECOGNITION AND CONTRACTS - B&W Renewable EPC Loss Contracts (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2020USD ($)contract | Sep. 30, 2021USD ($)contract | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)contract | Sep. 30, 2020USD ($) | Oct. 23, 2020contract | Dec. 31, 2017contract | |
Disaggregation of Revenue [Line Items] | |||||||
Number of EPC contracts 100% completed | 4 | 4 | |||||
Number of EPC contracts nearly 100% completed | 2 | 2 | |||||
B&W Renewable segment | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Number of contracts in a loss position | 6 | 6 | |||||
Percentage of completion on European renewable energy project | 100.00% | ||||||
Renewable loss contracts, net gain (loss) recognized on changes in estimated revenues and costs | $ | $ 0.2 | $ (1.1) | $ 0.3 | $ (1.4) | |||
Number of loss contracts settled | 5 | ||||||
Five of Six European Renewable Project | B&W Renewable segment | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Proceeds from insurance settlement | $ | $ 26 | ||||||
Insurance settlements receivable | $ | $ 26 |
REVENUE RECOGNITION AND CONTR_8
REVENUE RECOGNITION AND CONTRACTS - B&W Environmental Loss Contracts (Details) - B&W Environmental segment $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)contract | Sep. 30, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Number of contracts in a loss position | contract | 2 | ||
Renewable loss contracts, net gain (loss) recognized on changes in estimated revenues and costs | $ | $ (1.3) | $ 0.4 | $ (1.3) |
Percent complete | 100.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 49,356 | $ 46,659 |
Work in progress | 6,571 | 8,195 |
Finished goods | 17,072 | 12,307 |
Total inventories | $ 72,999 | $ 67,161 |
PROPERTY, PLANT & EQUIPMENT, _3
PROPERTY, PLANT & EQUIPMENT, & FINANCE LEASE (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | $ 196,022 | $ 192,526 |
Less accumulated depreciation | 138,619 | 135,925 |
Net property, plant and equipment | 57,403 | 56,601 |
Finance lease | 57,393 | 30,551 |
Less finance lease accumulated amortization | 4,878 | 2,074 |
Net property, plant and equipment, and finance lease | 109,918 | 85,078 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 1,524 | 1,584 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 32,523 | 34,207 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | 150,751 | 151,399 |
Property under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment - gross | $ 11,224 | $ 5,336 |
GOODWILL - Schedule of Goodwill
GOODWILL - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 47,363,000 | |
Addition - Fosler Construction | 43,230,000 | |
Currency translation adjustments | (45,000) | |
Ending balance | $ 90,548,000 | 90,548,000 |
Goodwill and other intangible asset impairment | 0 | |
B&W Renewable | ||
Goodwill [Roll Forward] | ||
Beginning balance | 10,211,000 | |
Addition - Fosler Construction | 43,230,000 | |
Currency translation adjustments | (7,000) | |
Ending balance | 53,434,000 | 53,434,000 |
B&W Environmental | ||
Goodwill [Roll Forward] | ||
Beginning balance | 5,673,000 | |
Addition - Fosler Construction | 0 | |
Currency translation adjustments | (6,000) | |
Ending balance | 5,667,000 | 5,667,000 |
B&W Thermal | ||
Goodwill [Roll Forward] | ||
Beginning balance | 31,479,000 | |
Addition - Fosler Construction | 0 | |
Currency translation adjustments | (32,000) | |
Ending balance | $ 31,447,000 | $ 31,447,000 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | $ 81,719 | $ 65,567 | ||
Accumulated amortization | (45,496) | (42,964) | ||
Net definite-lived intangible assets | 36,223 | 22,603 | ||
Indefinite-lived intangible assets | ||||
Total intangible assets, net | 37,528 | 23,908 | $ 23,691 | $ 25,300 |
Trademarks and trade names | ||||
Indefinite-lived intangible assets | ||||
Trademarks and trade names | 1,305 | 1,305 | ||
Customer relationships | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 38,251 | 24,862 | ||
Accumulated amortization | (20,297) | (19,537) | ||
Unpatented technology | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 15,514 | 15,713 | ||
Accumulated amortization | (7,935) | (6,751) | ||
Patented technology | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 3,115 | 2,642 | ||
Accumulated amortization | (2,696) | (2,593) | ||
Tradename | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 12,726 | 13,088 | ||
Accumulated amortization | (5,281) | (4,831) | ||
Acquired backlog | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 2,700 | 0 | ||
All other | ||||
Definite-lived intangible assets | ||||
Gross value of definite-lived intangible assets | 9,413 | 9,262 | ||
Accumulated amortization | $ (9,287) | $ (9,252) |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Changes in Carrying Amount of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Intangible Assets [Roll Forward] | ||
Balance at beginning of period | $ 23,908 | $ 25,300 |
Business acquisitions and adjustments | 17,100 | 0 |
Amortization expense | (2,531) | (2,564) |
Currency translation adjustments | (949) | 955 |
Balance at end of the period | $ 37,528 | $ 23,691 |
INTANGIBLE ASSETS - Estimated F
INTANGIBLE ASSETS - Estimated Future Intangible Asset Amortization (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Year ending December 31, 2021 | $ 2,744 |
Year ending December 31, 2022 | 5,633 |
Year ending December 31, 2023 | 4,552 |
Year ending December 31, 2024 | 4,469 |
Year ending December 31, 2025 | 3,708 |
Year ending December 31, 2026 | 2,452 |
Thereafter | $ 12,665 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | Sep. 30, 2021USD ($)lease | Dec. 31, 2020USD ($) |
Lessor, Lease, Description [Line Items] | ||
Finance lease, future minimum lease payments | $ 94,986 | |
Finance lease, ROU assets | 52,515 | $ 28,477 |
Finance lease, liability | 55,828 | |
Operating lease, future minimum payments | 11,298 | |
Operating lease, ROU asset | 9,812 | $ 10,814 |
Operating lease, liabilities | 9,949 | |
Fosler Construction | ||
Lessor, Lease, Description [Line Items] | ||
Finance lease, future minimum lease payments | $ 1,500 | |
Finance lease, borrowing rate | 6.65% | |
Finance lease, ROU assets | $ 700 | |
Finance lease, liability | $ 700 | |
Business acquisition, percentage acquired | 60.00% | |
Number of operating lease | lease | 2 | |
Operating lease, future minimum payments | $ 1,500 | |
Operating lease, ROU asset | 1,100 | |
Operating lease, liabilities | $ 1,100 | |
Number of finance lease | lease | 1 | |
Copley, Ohio | ||
Lessor, Lease, Description [Line Items] | ||
Finance lease, future minimum lease payments | $ 5,600 | |
Finance lease, borrowing rate | 7.19% | |
Finance lease, ROU assets | $ 3,500 | |
Finance lease, liability | 3,800 | |
Lancaster, Ohio | ||
Lessor, Lease, Description [Line Items] | ||
Finance lease, future minimum lease payments | $ 36,600 | |
Finance lease, borrowing rate | 6.65% | |
Finance lease, ROU assets | $ 19,400 | |
Finance lease, liability | $ 19,500 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | $ 1,172 | $ 1,433 | $ 3,819 | $ 4,329 |
Short-term lease expense | 435 | 866 | 3,076 | 1,346 |
Variable lease expense | 58 | 625 | 256 | 1,019 |
Total operating lease expense | 1,665 | 2,924 | 7,151 | 6,694 |
Interest on lease liabilities | 870 | 612 | 2,194 | 1,843 |
Total finance lease expense | 2,075 | 1,129 | 4,997 | 3,389 |
Sublease income | (22) | (22) | (65) | (65) |
Net lease cost | 3,718 | 4,031 | 12,083 | 10,018 |
Cost of operations | ||||
Lessee, Lease, Description [Line Items] | ||||
Amortization of right-of-use assets | 723 | 517 | 1,844 | 1,546 |
Selling, general and administrative expenses | ||||
Lessee, Lease, Description [Line Items] | ||||
Amortization of right-of-use assets | $ 482 | $ 0 | $ 959 | $ 0 |
LEASES - Other Information Rela
LEASES - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 3,925 | $ 4,275 | |
Operating cash flows from finance leases | 2,194 | 1,843 | |
Financing cash flows from finance leases | 1,382 | (208) | |
Right-of-use assets obtained in exchange for lease liabilities: | |||
Operating leases | 3,102 | 2,629 | |
Finance leases | $ 26,841 | $ 146 | |
Weighted-average remaining lease term: | |||
Operating leases (in years) | 3 years 8 months 12 days | 3 years 1 month 6 days | |
Finance leases (in years) | 15 years 3 months 18 days | 13 years 10 months 24 days | |
Weighted-average discount rate: | |||
Operating leases | 8.79% | 9.26% | |
Finance leases | 7.39% | 8.00% |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease assets | $ 9,812 | $ 10,814 |
Finance lease assets | 52,515 | 28,477 |
Total non-current lease assets | 62,327 | 39,291 |
Current | ||
Operating lease liabilities | 3,651 | 3,995 |
Finance lease liabilities | 3,302 | 886 |
Non-current | ||
Operating lease liabilities | 6,298 | 7,031 |
Finance lease liabilities | 52,526 | 29,690 |
Total lease liabilities | $ 65,777 | $ 41,602 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments Required (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
2021 (excluding the nine months ended September 30, 2021) | $ 1,108 |
2022 | 4,047 |
2023 | 2,754 |
2024 | 1,645 |
2025 | 613 |
Thereafter | 1,131 |
Total | 11,298 |
Less imputed interest | (1,349) |
Lease liability | 9,949 |
Finance Leases | |
2021 (excluding the nine months ended September 30, 2021) | 1,840 |
2022 | 6,803 |
2023 | 5,481 |
2024 | 5,577 |
2025 | 5,635 |
Thereafter | 69,650 |
Total | 94,986 |
Less imputed interest | (39,158) |
Lease liability | 55,828 |
Total | |
2021 (excluding the nine months ended September 30, 2021) | 2,948 |
2022 | 10,850 |
2023 | 8,235 |
2024 | 7,222 |
2025 | 6,248 |
Thereafter | 70,781 |
Total | 106,284 |
Less imputed interest | (40,507) |
Lease liability | $ 65,777 |
ACCRUED WARRANTY EXPENSE (Detai
ACCRUED WARRANTY EXPENSE (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 25,399 | $ 33,376 |
Additions | 5,155 | 4,508 |
Expirations and other changes | (4,790) | (3,523) |
Payments | (10,212) | (8,410) |
Translation and other | (342) | 852 |
Balance at end of period | $ 15,210 | $ 26,803 |
RESTRUCTURING ACTIVITIES - Summ
RESTRUCTURING ACTIVITIES - Summary of Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total | $ 4,575 | $ 2,396 | $ 7,968 | $ 6,739 |
Severance and related costs | 996 | 881 | 3,177 | 2,594 |
Other | 3,579 | 1,515 | 4,791 | 4,145 |
Cumulative costs to date | 48,282 | 48,282 | ||
Severance and related costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cumulative costs to date | 36,390 | 36,390 | ||
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cumulative costs to date | 11,892 | 11,892 | ||
Operating Segments | B&W Renewable segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 715 | 594 | 1,781 | 2,346 |
Severance and related costs | 382 | 340 | 1,301 | 1,153 |
Other | 333 | 254 | 480 | 1,193 |
Operating Segments | B&W Environmental segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 332 | 299 | 630 | 676 |
Severance and related costs | 128 | 119 | 335 | 330 |
Other | 204 | 180 | 295 | 346 |
Operating Segments | B&W Thermal segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 1,242 | 1,370 | 3,132 | 3,259 |
Severance and related costs | 362 | 422 | 1,409 | 1,111 |
Other | 880 | 948 | 1,723 | 2,148 |
Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 2,286 | 133 | 2,425 | 458 |
Severance and related costs | 124 | 0 | 132 | 0 |
Other | $ 2,162 | $ 133 | $ 2,293 | $ 458 |
RESTRUCTURING ACTIVITIES - Rest
RESTRUCTURING ACTIVITIES - Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of period | $ 7,945 | $ 5,087 | $ 8,146 | $ 5,359 |
Restructuring expense | 4,575 | 2,396 | 7,968 | 6,739 |
Payments | (5,482) | (2,307) | (9,076) | (6,922) |
Balance at end of period | $ 7,038 | $ 5,176 | $ 7,038 | $ 5,176 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 5,603 | $ 8,263 | $ 16,883 | $ 24,773 |
Expected return on plan assets | (13,527) | (15,452) | (40,309) | (46,636) |
Amortization of prior service cost (credit) | 28 | 44 | 84 | 130 |
Recognized net actuarial gain | (2,253) | 0 | (2,253) | 0 |
Benefit plans, net | (10,149) | (7,145) | (25,595) | (21,733) |
Service cost included in COS | 217 | 212 | 652 | 632 |
Net periodic benefit cost (benefit) | (9,932) | (6,933) | (24,943) | (21,101) |
Other Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 109 | 88 | 187 | 232 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of prior service cost (credit) | 173 | (271) | 519 | (813) |
Recognized net actuarial gain | 0 | 0 | 0 | 0 |
Benefit plans, net | 282 | (183) | 706 | (581) |
Service cost included in COS | 6 | 5 | 18 | 14 |
Net periodic benefit cost (benefit) | $ 288 | $ (178) | $ 724 | $ (567) |
PENSION PLANS AND OTHER POSTR_4
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
MTM gain from benefit plans | $ 2,253,000 | $ 0 | $ 2,253,000 | $ 0 |
Employer contribution | 400,000 | 500,000 | 24,700,000 | 1,600,000 |
Employer contributions, interest | 400,000 | |||
Deferred contribution payments | 20,900,000 | |||
Employer contribution for Pension Plan due | 45,600,000 | 45,600,000 | ||
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
MTM gain from benefit plans | 2,300,000 | 0 | 2,300,000 | 0 |
Other Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
MTM gain from benefit plans | $ 0 | $ 0 | $ 0 | $ 0 |
2021 SENIOR NOTES OFFERING - Na
2021 SENIOR NOTES OFFERING - Narrative (Details) - USD ($) | Feb. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||||
Issuance of senior notes, net | $ 151,239,000 | $ 0 | ||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of Senior Notes sold to date | 25,600,000 | |||
Net cash proceeds after commission and fees | $ 26,000,000 | |||
B. Riley Financial, Inc. | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 35,000,000 | |||
Senior notes 8.125% due 2026 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Issuance of senior notes, net | $ 125,000,000 | |||
Debt interest rate per annum | 8.125% | |||
Proceeds from issuance of debt, net | $ 120,000,000 | |||
Senior notes 8.125% due 2026 | B. Riley Securities, Inc. | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 150,000,000 |
2021 SENIOR NOTES OFFERING - Co
2021 SENIOR NOTES OFFERING - Components of The Senior Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Feb. 12, 2021 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ (5,039) | |
Unamortized premium | 590 | |
Net debt balance | 181,150 | |
Senior Notes | Senior notes 8.125% due 2026 | ||
Debt Instrument [Line Items] | ||
Fixed rate per annum | 8.125% | |
Long-term debt, gross | $ 185,599 |
LAST OUT TERM LOANS - Last Out
LAST OUT TERM LOANS - Last Out Term Loans by Tranche (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Movement in Debt [Roll Forward] | |
Balance at September 30, 2021 | $ 181,150 |
Last Out Term Loan | |
Movement in Debt [Roll Forward] | |
Balance at December 31, 2020 | 183,330 |
Payments in cash | (75,408) |
Equitized deemed prepayment - preferred stock issuance | (72,922) |
Deemed prepayment - senior notes issuance | (35,000) |
Balance at September 30, 2021 | 0 |
A-3 | |
Movement in Debt [Roll Forward] | |
Balance at December 31, 2020 | 113,330 |
Payments in cash | (40,408) |
Equitized deemed prepayment - preferred stock issuance | (72,922) |
Deemed prepayment - senior notes issuance | 0 |
Balance at September 30, 2021 | 0 |
A-4 | |
Movement in Debt [Roll Forward] | |
Balance at December 31, 2020 | 30,000 |
Payments in cash | (30,000) |
Equitized deemed prepayment - preferred stock issuance | 0 |
Deemed prepayment - senior notes issuance | 0 |
Balance at September 30, 2021 | 0 |
A-6 | |
Movement in Debt [Roll Forward] | |
Balance at December 31, 2020 | 40,000 |
Payments in cash | (5,000) |
Equitized deemed prepayment - preferred stock issuance | 0 |
Deemed prepayment - senior notes issuance | (35,000) |
Balance at September 30, 2021 | $ 0 |
REVOLVING DEBT - Debt Facilitie
REVOLVING DEBT - Debt Facilities (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Letter of credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 110,000,000 | |
Administrative fees, percentage | 0.75% | |
Fronting fees, percentage | 0.25% | |
Commitment fee percentage | 3.00% | |
Letter of credit fronting fees, percentage | 0.25% | |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Line of credit amount | $ 0 | |
Commitment fee, percentage | 0.375% | |
Revolving credit facility | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Revolving credit facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% | |
Reimbursement agreement | First year after closing | ||
Debt Instrument [Line Items] | ||
Prepayment fees, percentage | 2.25% | |
Reimbursement agreement | Second year after closing | ||
Debt Instrument [Line Items] | ||
Prepayment fees, percentage | 2.00% | |
Reimbursement agreement | Third year after closing | ||
Debt Instrument [Line Items] | ||
Prepayment fees, percentage | 1.25% | |
Reimbursement agreement | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 6.50% | |
Reimbursement agreement | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 7.50% | |
Debt facilities | ||
Debt Instrument [Line Items] | ||
Quarterly fixed charge coverage test ratio (no less than) | 1 | |
Maximum senior leverage ratio | 2.50 | |
Non-guarantor cash repatriation covenant | $ 35,000,000 | |
Minimum liquidity covenant | 30,000,000 | |
Annual cap maintenance capital expenditures | $ 7,500,000 | |
B. Riley Financial, Inc. | Reimbursement agreement | ||
Debt Instrument [Line Items] | ||
Annual fees agreed for Guaranty | $ 900,000 |
REVOLVING DEBT - A&R Credit Agr
REVOLVING DEBT - A&R Credit Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||||
Gain on debt extinguishment | $ 0 | $ 0 | $ 6,530 | $ (6,194) | |
Unamortized deferred financing costs | $ 5,039 | $ 5,039 | |||
A&R Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Gain on debt extinguishment | $ 6,500 | ||||
Write off of deferred debt issuance cost | 11,300 | ||||
Unamortized deferred financing costs | $ 4,800 |
REVOLVING DEBT - Letters of Cre
REVOLVING DEBT - Letters of Credit, Bank Guarantees and Surety Bonds (Details) $ in Millions | Sep. 30, 2021USD ($) |
Surety Bond | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 13.1 |
Guarantor obligations | 157.6 |
Letters of Credit, and Bank Guarantees | |
Debt Instrument [Line Items] | |
Line of credit amount | 53.1 |
Letters of credit outstanding amount | 21.7 |
Letters of credit outstanding amount subject to foreign currency revaluation | 29.8 |
Prior A&R Credit Agreement | Financial letters of credit | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | 19.5 |
Prior A&R Credit Agreement | Performance letters of credit | |
Debt Instrument [Line Items] | |
Letters of credit outstanding amount | $ 69 |
REVOLVING DEBT - Other Indebted
REVOLVING DEBT - Other Indebtedness - Loan Payable (Details) $ in Thousands | Sep. 30, 2021USD ($)loan | Sep. 30, 2021USD ($)loan |
Debt Instrument [Line Items] | ||
Unsecured interest free loans | $ 3,400 | $ 3,400 |
Long-term debt | $ 181,150 | $ 181,150 |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Number of debt instrument | loan | 3 | |
Fosler Construction | Loans Payable | ||
Debt Instrument [Line Items] | ||
Fixed rate per annum | 6.00% | 6.00% |
Long-term debt | $ 7,600 | $ 7,600 |
Number of debt instrument | loan | 2 | |
Fosler Construction | ||
Debt Instrument [Line Items] | ||
Business acquisition, percentage acquired | 60.00% | 60.00% |
Loan payable in April 2022 | ||
Debt Instrument [Line Items] | ||
Unsecured interest free loans | $ 800 | $ 800 |
Loans payable in May 2022 | ||
Debt Instrument [Line Items] | ||
Unsecured interest free loans | 1,700 | 1,700 |
Loan payable in May 2023 | ||
Debt Instrument [Line Items] | ||
Unsecured interest free loans | 900 | 900 |
Vehicle and Equipment Loans | Fosler Construction | Loans Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 900 | $ 900 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | Sep. 30, 2021 | Sep. 02, 2021 | Jun. 30, 2021 | Jun. 08, 2021 | Jun. 01, 2021 | May 26, 2021 | May 07, 2021 | Feb. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 07, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||||
Sale of stock, number of shares issued (in shares) | 29,487,180 | |||||||||||
Proceeds from sale of preferred stock | $ 111,850,000 | $ 0 | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Sale of stock, consideration received | $ 163,000,000 | |||||||||||
B. Riley Securities, Inc. | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock sale agreement, aggregate amount offered (up to) | $ 76,000,000 | |||||||||||
A-3 | B. Riley Financial, Inc. | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Payment to related party in exchange for debt prepayment | $ 400,000 | |||||||||||
Cash paid for accrued interest | 900,000 | |||||||||||
Debt prepayment amount | $ 73,300,000 | |||||||||||
7.75% Series A Cumulative Perpetual Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Preferred stock, dividend rate | 7.75% | |||||||||||
Sale of stock, number of shares issued (in shares) | 444,700 | 4,000,000 | ||||||||||
Price per share (In dollars per share) | $ 25 | $ 25 | ||||||||||
Proceeds from sale of preferred stock | $ 5,900,000 | $ 10,700,000 | $ 95,700,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||||||
Liquidation preference (in dollars per share) | 25 | |||||||||||
Preferred stock, equivalent dividend per year (in dollars per share) | $ 1.9375 | |||||||||||
Preferred stock, dividends (in USD per share) | $ 0.484375 | $ 0.290625 | ||||||||||
Dividends paid | 3,700,000 | $ 1,700,000 | ||||||||||
Cumulative undeclared dividends of the preferred stock | 0 | $ 0 | ||||||||||
Sale of stock, consideration received | $ 5,900,000 | |||||||||||
7.75% Series A Cumulative Perpetual Preferred Stock | B. Riley Financial, Inc. | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Sale of stock, number of shares issued (in shares) | 2,916,880 | |||||||||||
Price per share (In dollars per share) | $ 25 |
COMMON STOCK (Details)
COMMON STOCK (Details) - USD ($) $ in Millions | Feb. 12, 2021 | May 20, 2021 |
Class of Stock [Line Items] | ||
Sale of stock, number of shares issued (in shares) | 29,487,180 | |
Sale of stock, consideration received | $ 163 | |
2021 Plan | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 1,250,000 | |
2015 Plan | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 2,007,152 |
INTEREST EXPENSE AND SUPPLEME_3
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Summary of Interest Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Interest expense on borrowings | $ 3,801 | $ 8,697 | $ 14,758 | $ 25,001 |
Interest expense associated with amortization (accretion) of debt instruments | 1,392 | 1,166 | 9,153 | 19,219 |
Lease liabilities | 870 | 612 | 2,194 | 1,843 |
Other interest expense | 2,267 | 1,728 | 4,469 | 3,713 |
Finance lease interest expense and other | 3,137 | 2,340 | 6,663 | 5,556 |
Total interest expense | 8,330 | 12,203 | 30,574 | 49,776 |
Revolving Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest expense associated with amortization (accretion) of debt instruments | 1,057 | 0 | 1,057 | 0 |
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense on borrowings | 3,801 | 0 | 8,993 | 0 |
Interest expense associated with amortization (accretion) of debt instruments | 335 | 0 | 2,101 | 0 |
Last Out Term Loans - cash interest | ||||
Debt Instrument [Line Items] | ||||
Interest expense on borrowings | 0 | 0 | 4,349 | 6,140 |
Last Out Term Loans - equitized interest | ||||
Debt Instrument [Line Items] | ||||
Interest expense on borrowings | 0 | 5,315 | 0 | 8,031 |
U.S. Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense on borrowings | 0 | 3,382 | 1,416 | 10,830 |
Last Out Term Loans - discount and financing fees | ||||
Debt Instrument [Line Items] | ||||
Interest expense associated with amortization (accretion) of debt instruments | 0 | (545) | 0 | 3,183 |
U.S. Revolving Credit Facility - deferred financing fees and commitment fees | ||||
Debt Instrument [Line Items] | ||||
Interest expense associated with amortization (accretion) of debt instruments | 0 | 1,711 | 5,995 | 14,376 |
U.S. Revolving Credit Facility - deferred ticking fee for Amendment 16 | ||||
Debt Instrument [Line Items] | ||||
Interest expense associated with amortization (accretion) of debt instruments | $ 0 | $ 0 | $ 0 | $ 1,660 |
INTEREST EXPENSE AND SUPPLEME_4
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Cash and Cash Equivalents Reconciliation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 107,055 | $ 57,338 | $ 38,934 |
Restricted cash and cash equivalents | 8,692 | 10,085 | 9,435 |
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows | 115,747 | 67,423 | 48,369 |
Held by foreign entities | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | 39,238 | 38,726 | 36,848 |
Held by U.S. entities | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | 67,817 | 18,612 | 2,086 |
Reinsurance reserve requirements | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash and cash equivalents | 774 | 4,551 | 3,443 |
Restricted foreign accounts | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash and cash equivalents | 0 | 2,869 | 2,752 |
Bank guarantee collateral | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash and cash equivalents | 1,026 | 2,665 | 3,240 |
Letters of credit collateral | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash and cash equivalents | $ 6,892 | $ 0 | $ 0 |
INTEREST EXPENSE AND SUPPLEME_5
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Cash and Cash Equivalents [Line Items] | |||
Restricted cash and cash equivalents | $ 8,692 | $ 10,085 | $ 9,435 |
Letters of credit collateral | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash and cash equivalents | $ 6,892 | $ 0 | $ 0 |
INTEREST EXPENSE AND SUPPLEME_6
INTEREST EXPENSE AND SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Feb. 12, 2021 | |
Debt Instrument [Line Items] | |||
Income tax payments, net | $ 6,094 | $ 3,967 | |
Total cash paid for interest | 18,800 | 14,420 | |
U.S. Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total cash paid for interest | 5,979 | 8,280 | |
Last Out Term Loan | |||
Debt Instrument [Line Items] | |||
Total cash paid for interest | 6,140 | 6,140 | |
Senior notes 8.125% due 2026 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Fixed rate per annum | 8.125% | ||
Total cash paid for interest | $ 6,681 | $ 0 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 301 | $ (502) | $ 6,683 | $ (467) |
Effective tax rate | 2.20% | (1.50%) | 83.20% | 2.70% |
Favorable (unfavorable) discrete items | $ 600 | $ (100) | $ (2,900) | $ 1,200 |
Effective income tax rate reconciliation, withholding taxes amount | 3,000 | |||
Effective income tax rate reconciliation, enacted change in tax rate, amount | 600 | |||
Effective income tax rate reconciliation, return to provision adjustments, amount | 400 | |||
Effective income tax rate reconciliation, miscellaneous items | $ 300 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) - USD ($) $ in Millions | Jan. 11, 2021 | Dec. 14, 2020 | Dec. 27, 2019 |
Loss Contingencies [Line Items] | |||
Loss contingency, damages sought, contractual cap | $ 11.7 | ||
Pending Litigation | |||
Loss Contingencies [Line Items] | |||
Alleged damages | $ 2.9 | $ 58.9 |
COMPREHENSIVE INCOME - Accumula
COMPREHENSIVE INCOME - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ (15,719) | $ (195,444) | $ (338,262) | $ (338,700) | $ (323,650) | $ (294,939) | $ (338,262) | $ (294,939) |
Other comprehensive income (loss) before reclassifications | (1,292) | (1,478) | (70) | (22,916) | (4,095) | 2,380 | ||
Reclassified from AOCI to net income (loss) | 197 | 198 | (4,314) | (246) | (246) | (246) | ||
Other comprehensive loss | (1,095) | (1,280) | (4,384) | (23,162) | (4,341) | 2,134 | (6,759) | (25,369) |
Ending balance | 20,400 | (15,719) | (195,444) | (320,778) | (338,700) | (323,650) | 20,400 | (320,778) |
Accumulated Other Comprehensive Loss | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (58,054) | (56,774) | (52,390) | (281) | 4,060 | 1,926 | (52,390) | 1,926 |
Ending balance | (59,149) | (58,054) | (56,774) | (23,443) | (281) | 4,060 | (59,149) | (23,443) |
Currency translation gain (loss) | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (53,635) | (52,157) | (47,575) | 4,028 | 8,123 | 5,743 | (47,575) | 5,743 |
Other comprehensive income (loss) before reclassifications | (1,292) | (1,478) | (70) | (22,916) | (4,095) | 2,380 | ||
Reclassified from AOCI to net income (loss) | 0 | 0 | (4,512) | 0 | 0 | 0 | ||
Other comprehensive loss | (1,292) | (1,478) | (4,582) | (22,916) | (4,095) | 2,380 | ||
Ending balance | (54,927) | (53,635) | (52,157) | (18,888) | 4,028 | 8,123 | (54,927) | (18,888) |
Net unrecognized loss related to benefit plans (net of tax) | ||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (4,419) | (4,617) | (4,815) | (4,309) | (4,063) | (3,817) | (4,815) | (3,817) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 | 0 | 0 | ||
Reclassified from AOCI to net income (loss) | 197 | 198 | 198 | (246) | (246) | (246) | ||
Other comprehensive loss | 197 | 198 | 198 | (246) | (246) | (246) | ||
Ending balance | $ (4,222) | $ (4,419) | $ (4,617) | $ (4,555) | $ (4,309) | $ (4,063) | $ (4,222) | $ (4,555) |
COMPREHENSIVE INCOME - Reclassi
COMPREHENSIVE INCOME - Reclassification out of Accumulated other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Loss on sale of business | $ 0 | $ 0 | $ (2,240) | $ (108) |
Net (loss) income | 13,648 | 34,555 | 1,346 | (17,113) |
Reclassification out of Accumulated Other Comprehensive Income | Amortization of prior service cost on benefit obligations | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Loss on sale of business | 0 | 0 | 4,512 | 0 |
Benefit plans, net | (197) | 246 | (593) | 738 |
Net (loss) income | $ (197) | $ 246 | $ 3,919 | $ 738 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Available-for-Sale Securities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | $ 13,551 | $ 15,308 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 12,850 | 14,672 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 701 | 636 |
Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 8,719 | 6,139 |
Corporate notes and bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 8,719 | 6,139 |
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 | 701 | 636 |
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 | 701 | 636 |
Corporate Stocks | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 4,168 | |
Corporate Stocks | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 4,168 | |
Corporate Stocks | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 0 | |
United States Government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 4,131 | 4,365 |
United States Government and agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of available-for-sale securities | 4,131 | 4,365 |
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, 2021 |
Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available for sale securities contractual maturities | 0 years |
Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available for sale securities contractual maturities | 5 years |
FAIR VALUE MEASUREMENTS - Senio
FAIR VALUE MEASUREMENTS - Senior Notes (Details) - Senior notes 8.125% due 2026 - Senior Notes - USD ($) $ in Thousands | Sep. 30, 2021 | Feb. 12, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed rate per annum | 8.125% | |
Carrying Value | $ 185,599 | |
Estimated Fair Value | $ 194,211 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jun. 01, 2021 | May 26, 2021 | May 07, 2021 | Mar. 26, 2021 | Feb. 12, 2021 | Nov. 13, 2020 | Nov. 19, 2018 | Jan. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 07, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | |||||||||||||||
Payment of debt issuance costs | $ 16,725,000 | $ 10,343,000 | |||||||||||||
Sale of stock, number of shares issued (in shares) | 29,487,180 | ||||||||||||||
Last Out Term Loan Tranche A | Senior Notes | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument, allowed prepayment, amount | $ 35,000,000 | ||||||||||||||
Senior notes 8.125% due 2026 | Senior Notes | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt interest rate per annum | 8.125% | ||||||||||||||
7.75% Series A Cumulative Perpetual Preferred Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Preferred stock, dividend rate | 7.75% | ||||||||||||||
Sale of stock, number of shares issued (in shares) | 444,700 | 4,000,000 | |||||||||||||
BPRI Executive Consulting, LLC | Financial advisory services | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, period with written notice to terminate agreement | 30 days | ||||||||||||||
Related party transaction monthly payments | $ 750,000 | ||||||||||||||
B. Riley Financial, Inc. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Total fees | $ 200,000 | $ 100,000 | $ 600,000 | $ 7,600,000 | |||||||||||
Proceeds from sale of stock | $ 4,500,000 | ||||||||||||||
B. Riley Financial, Inc. | Reimbursement agreement | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Annual fees agreed for Guaranty | $ 900,000 | ||||||||||||||
B. Riley Financial, Inc. | Senior Notes | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt face amount | $ 35,000,000 | ||||||||||||||
B. Riley Financial, Inc. | A-3 | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Payment to related party in exchange for debt prepayment | $ 400,000 | ||||||||||||||
Cash paid for accrued interest | 900,000 | ||||||||||||||
Debt prepayment amount | $ 73,300,000 | ||||||||||||||
B. Riley Financial, Inc. | 7.75% Series A Cumulative Perpetual Preferred Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Sale of stock, number of shares issued (in shares) | 2,916,880 | ||||||||||||||
Eos Energy Storage LLC | Common Class A | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Purchase of common stock (in shares) | 200,000 | ||||||||||||||
Payments to acquire stock | $ 2,000,000 | ||||||||||||||
B. Riley Securities, Inc. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Equitized deemed prepayment - preferred stock issuance | 9,500,000 | 100,000 | |||||||||||||
Stock sale agreement, aggregate amount offered (up to) | $ 76,000,000 | ||||||||||||||
B. Riley Securities, Inc. | Senior Notes | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Payment of debt issuance costs | $ 5,200,000 | ||||||||||||||
B. Riley Securities, Inc. | Senior notes 8.125% due 2026 | Senior Notes | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Payment of debt issuance costs | $ 500,000 | ||||||||||||||
Debt face amount | $ 150,000,000 | ||||||||||||||
B. Riley Securities, Inc. | 7.75% Series A Cumulative Perpetual Preferred Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Payment of debt issuance costs | $ 400,000 | $ 4,300,000 | |||||||||||||
Babcock & Wilcox Enterprises, Inc. | B. Riley Capital Management, LLC | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Ownership percent of common stock | 30.30% | ||||||||||||||
Babcock & Wilcox Enterprises, Inc. | Vintage Capital Management, LLC | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Ownership percent of common stock | 0.00% | ||||||||||||||
Common stock shares issued (in shares) | 10,720,785 |
ACQUISITIONS, ASSETS HELD FOR_3
ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS - Narrative (Details) $ in Thousands | Sep. 30, 2021USD ($)employee | Aug. 13, 2021USD ($) | Mar. 15, 2021USD ($) | Mar. 08, 2021USD ($) | Apr. 06, 2020USD ($) | Mar. 17, 2020USD ($) | Sep. 30, 2021USD ($)employee | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)employeeproject | Sep. 30, 2020USD ($) | Mar. 05, 2021USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Acquisition and integration related costs | $ 4,037 | $ 0 | $ 4,037 | $ 0 | ||||||||
Proceeds from sale of certain fixed assets, gross | $ 18,900 | $ 4,000 | ||||||||||
Proceeds from sale of certain fixed assets, net | 15,800 | 3,300 | ||||||||||
Gain on sale of fixed assets | $ 13,900 | $ 1,900 | (2,240) | (108) | ||||||||
Proceeds from sale of business and assets, net | 23,770 | 8,784 | ||||||||||
Loss on sale of business | $ 0 | $ 0 | 2,240 | $ 108 | ||||||||
Amount received after remaining escrow is settled | $ 3,500 | $ 4,500 | ||||||||||
Disposal Group, Disposed of by Sale | Diamond Power Machine (Hubei) Co., Inc | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Consideration from divestitures | $ 2,800 | |||||||||||
Proceeds from sale of business and assets, net | $ 2,000 | |||||||||||
Favorable contract asset recognized | $ 800 | |||||||||||
Loss on sale of business | $ 2,200 | |||||||||||
CTA related to business disposal | $ 4,500 | |||||||||||
Fosler Construction Acquisition | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Number of community solar projects | project | 2 | |||||||||||
Entity number of employees | employee | 120 | 120 | 120 | |||||||||
Fosler Construction Acquisition | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Business acquisition, percentage acquired | 60.00% | 60.00% | 60.00% | |||||||||
Payments to acquire businesses | $ 27,200 | |||||||||||
Business combination, consideration transferred | 33,400 | |||||||||||
Business combination, contingent consideration, fair value | 6,200 | $ 6,200 | $ 6,200 | |||||||||
Contingent consideration, value, high, low | 0 | |||||||||||
Contingent consideration, value, high | $ 10,000 | |||||||||||
Acquisition and integration related costs | $ 400 | $ 400 |
ACQUISITIONS, ASSETS HELD FOR_4
ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS - - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 90,548 | $ 47,363 |
Fosler Construction Acquisition | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 1,904 | |
Contracts in progress | 1,363 | |
Other current assets | 1,137 | |
Property, plant and equipment | 9,527 | |
Goodwill | 43,230 | |
Other assets | 17,497 | |
Right of use assets | 1,093 | |
Debt | (7,625) | |
Current liabilities | (6,630) | |
Non-current lease liabilities | (1,730) | |
Other non-current liabilities | (4,112) | |
Non-controlling interest | (22,262) | |
Net acquisition cost | $ 33,392 | |
Business acquisition, percentage acquired | 60.00% |
ACQUISITIONS, ASSETS HELD FOR_5
ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS - Schedule of Business Acquisitions, by Acquisition (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Estimated Acquisition Date Fair Value | $ 17,100 |
Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Acquisition Date Fair Value | $ 14,400 |
Weighted average estimated useful life (in years) | 12 years |
Backlog | |
Business Acquisition [Line Items] | |
Estimated Acquisition Date Fair Value | $ 2,700 |
Weighted average estimated useful life (in years) | 5 months |
ACQUISITIONS, ASSETS HELD FOR_6
ACQUISITIONS, ASSETS HELD FOR SALE, DIVESTITURES AND DISCONTINUED OPERATIONS - Carrying Value of Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets held for sale | $ 0 | $ 4,728 |
Non-current assets held for sale | 0 | 11,156 |
Current liabilities held for sale | $ 0 | 8,305 |
Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable – trade, net | 2,103 | |
Accounts receivable – other | 86 | |
Contracts in progress | 458 | |
Inventories | 1,676 | |
Other current assets | 405 | |
Current assets held for sale | 4,728 | |
Net property, plant and equipment | 10,365 | |
Intangible assets | 759 | |
Right-of-use-asset | 32 | |
Non-current assets held for sale | 11,156 | |
Total assets held for sale | 15,884 | |
Accounts payable | 5,211 | |
Accrued employee benefits | 178 | |
Advance billings on contracts | 370 | |
Accrued warranty expense | 466 | |
Operating lease liabilities | 32 | |
Other accrued liabilities | 2,048 | |
Current liabilities held for sale | 8,305 | |
Total liabilities held for sale | $ 8,305 |
PROPOSED ACQUISITION (Details)
PROPOSED ACQUISITION (Details) - VODA $ in Millions | Sep. 28, 2021USD ($) |
Subsequent Event [Line Items] | |
Business acquisition, percentage acquired | 100.00% |
Business combination, consideration transferred | $ 30 |