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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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47-2783641
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(State of Incorporation
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(I.R.S. Employer
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or Organization)
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Identification No.)
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THE HARRIS BUILDING
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13024 BALLANTYNE CORPORATE PLACE, SUITE 700
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CHARLOTTE, NORTH CAROLINA
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28277
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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|||
Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PAGE
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
(Unaudited, in thousands, except per share amounts)
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2016
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2015
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2016
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2015
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||||||||
Revenues
|
$
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383,208
|
|
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$
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437,485
|
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$
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787,324
|
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$
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834,640
|
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Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of operations
|
357,156
|
|
|
355,601
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681,116
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|
|
669,359
|
|
||||
Research and development costs
|
3,070
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3,962
|
|
|
5,912
|
|
|
8,480
|
|
||||
Losses (gains) on asset disposals and impairments, net
|
6
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|
|
9,009
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(15
|
)
|
|
9,027
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||||
Selling, general and administrative expenses
|
63,329
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|
|
58,809
|
|
|
122,064
|
|
|
115,902
|
|
||||
Restructuring activities and spin-off transaction costs
|
31,616
|
|
|
6,212
|
|
|
35,626
|
|
|
8,566
|
|
||||
Total costs and expenses
|
455,177
|
|
|
433,593
|
|
|
844,703
|
|
|
811,334
|
|
||||
Equity in income (loss) of investees
|
(616
|
)
|
|
967
|
|
|
2,060
|
|
|
(1,104
|
)
|
||||
Operating income (loss)
|
(72,585
|
)
|
|
4,859
|
|
|
(55,319
|
)
|
|
22,202
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
251
|
|
|
126
|
|
|
541
|
|
|
282
|
|
||||
Interest expense
|
(391
|
)
|
|
(144
|
)
|
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(790
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)
|
|
(284
|
)
|
||||
Other – net
|
292
|
|
|
201
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|
|
354
|
|
|
(110
|
)
|
||||
Total other income (expense)
|
152
|
|
|
183
|
|
|
105
|
|
|
(112
|
)
|
||||
Income (loss) before income tax expense
|
(72,433
|
)
|
|
5,042
|
|
|
(55,214
|
)
|
|
22,090
|
|
||||
Income tax expense (benefit)
|
(9,033
|
)
|
|
919
|
|
|
(2,407
|
)
|
|
6,611
|
|
||||
Income (loss) from continuing operations
|
(63,400
|
)
|
|
4,123
|
|
|
(52,807
|
)
|
|
15,479
|
|
||||
Income from discontinued operations, net of tax
|
—
|
|
|
1,418
|
|
|
—
|
|
|
2,803
|
|
||||
Net income (loss)
|
(63,400
|
)
|
|
5,541
|
|
|
(52,807
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)
|
|
18,282
|
|
||||
Net income attributable to noncontrolling interest
|
(90
|
)
|
|
(54
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)
|
|
(176
|
)
|
|
(106
|
)
|
||||
Net income (loss) attributable to shareholders
|
$
|
(63,490
|
)
|
|
$
|
5,487
|
|
|
$
|
(52,983
|
)
|
|
$
|
18,176
|
|
Amounts attributable to shareholders:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(63,490
|
)
|
|
$
|
4,069
|
|
|
$
|
(52,983
|
)
|
|
$
|
15,373
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
1,418
|
|
|
—
|
|
|
2,803
|
|
||||
Net income (loss) attributable to shareholders
|
$
|
(63,490
|
)
|
|
$
|
5,487
|
|
|
$
|
(52,983
|
)
|
|
$
|
18,176
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share - continuing operations
|
$
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(1.25
|
)
|
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$
|
0.08
|
|
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$
|
(1.04
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)
|
|
$
|
0.29
|
|
Basic earnings per share - discontinued operations
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.05
|
|
||||
Basic earnings (loss) per share
|
$
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(1.25
|
)
|
|
$
|
0.10
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share - continuing operations
|
$
|
(1.25
|
)
|
|
0.08
|
|
|
$
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(1.04
|
)
|
|
0.29
|
|
||
Diluted earnings per share - discontinued operations
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.05
|
|
||||
Diluted earnings (loss) per share
|
$
|
(1.25
|
)
|
|
$
|
0.10
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.34
|
|
Shares used in the computation of earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
50,603
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53,560
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|
51,115
|
|
|
53,474
|
|
||||
Diluted
|
50,603
|
|
|
53,787
|
|
|
51,115
|
|
|
53,680
|
|
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Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Unaudited, in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
$
|
(63,400
|
)
|
|
$
|
5,541
|
|
|
$
|
(52,807
|
)
|
|
$
|
18,282
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
(11,566
|
)
|
|
2,214
|
|
|
(9,826
|
)
|
|
(8,709
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on derivative financial instruments
|
847
|
|
|
(2,608
|
)
|
|
4,057
|
|
|
(2,997
|
)
|
||||
Income taxes
|
(69
|
)
|
|
604
|
|
|
(703
|
)
|
|
778
|
|
||||
Unrealized gains (losses) on derivative financial instruments, net of taxes
|
778
|
|
|
(2,004
|
)
|
|
3,354
|
|
|
(2,219
|
)
|
||||
Derivative financial instrument (gains) losses reclassified into net income
|
(693
|
)
|
|
(453
|
)
|
|
(1,997
|
)
|
|
2,146
|
|
||||
Income taxes
|
42
|
|
|
115
|
|
|
343
|
|
|
(568
|
)
|
||||
Reclassification adjustment for (gains) losses included in net income, net of taxes
|
(651
|
)
|
|
(338
|
)
|
|
(1,654
|
)
|
|
1,578
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on benefit obligations
|
37
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
||||
Income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unrealized gains (losses) on benefit obligations, net of taxes
|
37
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
||||
Amortization of benefit plan costs (benefits)
|
95
|
|
|
115
|
|
|
(309
|
)
|
|
229
|
|
||||
Income taxes
|
(37
|
)
|
|
(49
|
)
|
|
428
|
|
|
(92
|
)
|
||||
Amortization of benefit plan costs, net of taxes
|
58
|
|
|
66
|
|
|
119
|
|
|
137
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on investments
|
(7
|
)
|
|
16
|
|
|
35
|
|
|
15
|
|
||||
Income taxes
|
—
|
|
|
(5
|
)
|
|
(24
|
)
|
|
(5
|
)
|
||||
Unrealized gains (losses) on investments, net of taxes
|
(7
|
)
|
|
11
|
|
|
11
|
|
|
10
|
|
||||
Investment losses reclassified into net income
|
—
|
|
|
2
|
|
|
1
|
|
|
3
|
|
||||
Income taxes
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Reclassification adjustments for losses included in net income, net of taxes
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss
|
(11,351
|
)
|
|
(50
|
)
|
|
(8,019
|
)
|
|
(9,201
|
)
|
||||
Total comprehensive income (loss)
|
(74,751
|
)
|
|
5,491
|
|
|
(60,826
|
)
|
|
9,081
|
|
||||
Comprehensive loss attributable to noncontrolling interest
|
(113
|
)
|
|
(61
|
)
|
|
(152
|
)
|
|
(131
|
)
|
||||
Comprehensive income (loss) attributable to shareholders
|
$
|
(74,864
|
)
|
|
$
|
5,430
|
|
|
$
|
(60,978
|
)
|
|
$
|
8,950
|
|
(Unaudited, in thousands, except per share amounts)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Cash and cash equivalents
|
$
|
251,002
|
|
|
$
|
365,192
|
|
Restricted cash and cash equivalents
|
34,130
|
|
|
37,144
|
|
||
Accounts receivable – trade, net
|
243,119
|
|
|
291,242
|
|
||
Accounts receivable – other
|
48,075
|
|
|
44,765
|
|
||
Contracts in progress
|
137,326
|
|
|
128,174
|
|
||
Inventories
|
93,587
|
|
|
90,119
|
|
||
Other current assets
|
36,709
|
|
|
21,548
|
|
||
Total current assets
|
843,948
|
|
|
978,184
|
|
||
Property, plant and equipment - gross
|
323,063
|
|
|
330,021
|
|
||
Accumulated depreciation
|
(187,946
|
)
|
|
(184,304
|
)
|
||
Net property, plant and equipment
|
135,117
|
|
|
145,717
|
|
||
Goodwill
|
200,730
|
|
|
201,069
|
|
||
Deferred income taxes
|
189,273
|
|
|
190,656
|
|
||
Investments in unconsolidated affiliates
|
113,670
|
|
|
92,196
|
|
||
Intangible assets
|
35,030
|
|
|
37,844
|
|
||
Other assets
|
13,816
|
|
|
17,379
|
|
||
Total assets
|
$
|
1,531,584
|
|
|
$
|
1,663,045
|
|
|
|||||||
Short-term line of credit
|
$
|
3,010
|
|
|
$
|
2,005
|
|
Accounts payable
|
141,766
|
|
|
175,170
|
|
||
Accrued employee benefits
|
52,083
|
|
|
51,476
|
|
||
Advance billings on contracts
|
216,188
|
|
|
229,390
|
|
||
Accrued warranty expense
|
42,745
|
|
|
39,847
|
|
||
Other accrued liabilities
|
63,976
|
|
|
63,464
|
|
||
Total current liabilities
|
519,768
|
|
|
561,352
|
|
||
Accumulated postretirement benefit obligations
|
28,421
|
|
|
27,768
|
|
||
Pension liabilities
|
299,741
|
|
|
282,133
|
|
||
Other liabilities
|
37,959
|
|
|
43,365
|
|
||
Total liabilities
|
885,889
|
|
|
914,618
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, par value $0.01 per share, authorized 200,000 shares; issued 50,354 and 52,481 shares at June 30, 2016 and December 31, 2015, respectively
|
545
|
|
|
540
|
|
||
Capital in excess of par value
|
801,114
|
|
|
790,464
|
|
||
Treasury stock at cost, 3,906 and 1,376 shares at June 30, 2016 and
December 31, 2015, respectively
|
(77,715
|
)
|
|
(25,408
|
)
|
||
Retained earnings (deficit)
|
(52,018
|
)
|
|
965
|
|
||
Accumulated other comprehensive income (loss)
|
(26,872
|
)
|
|
(18,853
|
)
|
||
Stockholders' equity attributable to shareholders
|
645,054
|
|
|
747,708
|
|
||
Noncontrolling interest
|
641
|
|
|
719
|
|
||
Total stockholders' equity
|
645,695
|
|
|
748,427
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,531,584
|
|
|
$
|
1,663,045
|
|
|
Six Months Ended June 30,
|
||||||
(Unaudited, in thousands)
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
||||||
Net income (loss)
|
$
|
(52,807
|
)
|
|
$
|
18,282
|
|
Non-cash items included in net income (loss):
|
|
|
|
||||
Depreciation and amortization
|
12,441
|
|
|
21,458
|
|
||
(Income) loss of equity method investees, net of dividends
|
(2,060
|
)
|
|
2,292
|
|
||
Losses on asset disposals and impairments
|
14,481
|
|
|
10,607
|
|
||
Provision for deferred taxes
|
(6,624
|
)
|
|
—
|
|
||
Recognition of losses for pension and postretirement plans
|
29,986
|
|
|
200
|
|
||
Stock-based compensation charges
|
10,655
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
49,476
|
|
|
31,332
|
|
||
Contracts in progress and advance billings on contracts
|
(21,684
|
)
|
|
5,170
|
|
||
Inventories
|
(4,746
|
)
|
|
663
|
|
||
Income taxes
|
(2,437
|
)
|
|
(2,075
|
)
|
||
Accounts payable
|
(36,784
|
)
|
|
(11,369
|
)
|
||
Accrued and other current liabilities
|
3,583
|
|
|
(7,735
|
)
|
||
Pension liabilities, accrued postretirement benefits and employee benefits
|
(8,652
|
)
|
|
(7,237
|
)
|
||
Other, net
|
(657
|
)
|
|
(5,958
|
)
|
||
Net cash from operating activities
|
(15,829
|
)
|
|
55,630
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Decrease in restricted cash and cash equivalents
|
3,014
|
|
|
1,307
|
|
||
Investment in equity method investees
|
(26,220
|
)
|
|
—
|
|
||
Purchase of property, plant and equipment
|
(13,607
|
)
|
|
(15,215
|
)
|
||
Purchases of available-for-sale securities
|
(16,743
|
)
|
|
(4,919
|
)
|
||
Sales and maturities of available-for-sale securities
|
11,724
|
|
|
1,647
|
|
||
Other
|
(562
|
)
|
|
—
|
|
||
Net cash from investing activities
|
(42,394
|
)
|
|
(17,180
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Increase in short-term borrowings
|
1,065
|
|
|
—
|
|
||
Net transfers from former Parent
|
—
|
|
|
80,589
|
|
||
Repurchase of shares of common stock
|
(52,307
|
)
|
|
—
|
|
||
Other
|
(230
|
)
|
|
(38
|
)
|
||
Net cash from financing activities
|
(51,472
|
)
|
|
80,551
|
|
||
Effects of exchange rate changes on cash
|
(4,495
|
)
|
|
(4,881
|
)
|
||
Cash flow from continuing operations
|
(114,190
|
)
|
|
114,120
|
|
||
Cash flows from discontinued operations:
|
|
|
|
||||
Operating cash flows from discontinued operations, net
|
—
|
|
|
(25,194
|
)
|
||
Investing cash flows from discontinued operations, net
|
—
|
|
|
(23
|
)
|
||
Net cash flows from discontinued operations
|
—
|
|
|
(25,217
|
)
|
||
Net increase (decrease) in cash and equivalents
|
(114,190
|
)
|
|
88,903
|
|
||
Cash and equivalents, beginning of period
|
365,192
|
|
|
218,659
|
|
||
Cash and equivalents, end of period
|
$
|
251,002
|
|
|
$
|
307,562
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands, except per share amounts)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income (loss) from continuing operations
|
$
|
(63,490
|
)
|
|
$
|
4,069
|
|
|
$
|
(52,983
|
)
|
|
$
|
15,373
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
1,418
|
|
|
—
|
|
|
2,803
|
|
||||
Net income attributable to Babcock & Wilcox Enterprises, Inc.
|
$
|
(63,490
|
)
|
|
$
|
5,487
|
|
|
$
|
(52,983
|
)
|
|
$
|
18,176
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares used to calculate basic earnings per share
|
50,603
|
|
|
53,560
|
|
|
51,115
|
|
|
53,474
|
|
||||
Dilutive effect of stock options, restricted stock and performance shares
(1) (2)
|
—
|
|
|
227
|
|
|
—
|
|
|
206
|
|
||||
Weighted average shares used to calculate diluted earnings per share
|
50,603
|
|
|
53,787
|
|
|
51,115
|
|
|
53,680
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(1.25
|
)
|
|
$
|
0.08
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.29
|
|
Discontinued operations
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.05
|
|
||||
Basic earnings (loss) per share
|
$
|
(1.25
|
)
|
|
$
|
0.10
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(1.25
|
)
|
|
$
|
0.08
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.29
|
|
Discontinued operations
|
—
|
|
|
0.02
|
|
|
—
|
|
|
0.05
|
|
||||
Diluted earnings (loss) per share
|
$
|
(1.25
|
)
|
|
$
|
0.10
|
|
|
$
|
(1.04
|
)
|
|
$
|
0.34
|
|
•
|
Global Power:
Design and supply new build steam generation equipment for fossil fuel and renewable fuel sources and utility-scale environmental systems.
|
•
|
Global Services:
Comprehensive mix of services for utility and industrial steam generation and related environmental solutions that includes aftermarket parts and technical services, service projects including design and engineering, construction, and utility operations and maintenance.
|
•
|
Industrial Environmental:
Original equipment and related maintenance and aftermarket parts for industrial air pollution control systems and coating and drying equipment for a wide range of industries.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Global Power
|
$
|
127,245
|
|
|
$
|
157,373
|
|
|
$
|
257,728
|
|
|
$
|
281,259
|
|
Global Services
|
217,958
|
|
|
236,720
|
|
|
459,125
|
|
|
468,894
|
|
||||
Industrial Environmental
|
38,005
|
|
|
43,392
|
|
|
70,471
|
|
|
84,487
|
|
||||
|
383,208
|
|
|
437,485
|
|
|
787,324
|
|
|
834,640
|
|
||||
Gross profit (loss):
|
|
|
|
|
|
|
|
||||||||
Global Power
|
(9,068
|
)
|
|
26,676
|
|
|
15,302
|
|
|
47,104
|
|
||||
Global Services
|
53,633
|
|
|
46,308
|
|
|
101,825
|
|
|
99,595
|
|
||||
Industrial Environmental
|
10,986
|
|
|
8,900
|
|
|
18,580
|
|
|
18,582
|
|
||||
Mark to market adjustment included in cost of operations
|
(29,499
|
)
|
|
—
|
|
|
(29,499
|
)
|
|
—
|
|
||||
|
26,052
|
|
|
81,884
|
|
|
106,208
|
|
|
165,281
|
|
||||
Research and development costs
|
(3,070
|
)
|
|
(3,962
|
)
|
|
(5,912
|
)
|
|
(8,480
|
)
|
||||
Losses (gains) on asset disposals and impairments, net
|
(6
|
)
|
|
(9,009
|
)
|
|
15
|
|
|
(9,027
|
)
|
||||
Selling, general and administrative expenses
|
(62,928
|
)
|
|
(58,809
|
)
|
|
(121,663
|
)
|
|
(115,902
|
)
|
||||
Restructuring activities and spin-off transaction costs
|
(31,616
|
)
|
|
(6,212
|
)
|
|
(35,626
|
)
|
|
(8,566
|
)
|
||||
Equity in income (loss) of investees
|
(616
|
)
|
|
967
|
|
|
2,060
|
|
|
(1,104
|
)
|
||||
Mark to market adjustment included in selling, general and administrative expenses
|
(401
|
)
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
||||
Operating income (loss)
|
$
|
(72,585
|
)
|
|
$
|
4,859
|
|
|
$
|
(55,319
|
)
|
|
$
|
22,202
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance at beginning of period
(1)
|
$
|
160
|
|
|
$
|
2,504
|
|
|
$
|
740
|
|
|
$
|
5,086
|
|
Restructuring expense
(2)
|
15,877
|
|
|
1,136
|
|
|
18,024
|
|
|
1,199
|
|
||||
Payments
|
(4,053
|
)
|
|
(1,457
|
)
|
|
(6,780
|
)
|
|
(4,102
|
)
|
||||
Balance at June 30
|
$
|
11,984
|
|
|
$
|
2,183
|
|
|
$
|
11,984
|
|
|
$
|
2,183
|
|
(1)
|
For the three month periods ended June 30, 2016 and 2015, the balance at the beginning of the period is as of March 31, 2016 and 2015, respectively. For the six month periods ended June 30, 2016 and 2015, the balance at the beginning of the period is as of December 31, 2015 and December 31, 2014, respectively.
|
(2)
|
Excludes charges for long-lived asset impairment of
$14.6 million
for the three and six months ended June 30, 2016. Accelerated depreciation and long-lived asset impairment charges of
$4.2 million
and
$6.5 million
were excluded from the three and six months ended June 30, 2015, respectively. These non-cash charges did not impact the restructuring liability.
|
(In thousands)
|
Currency translation gain (loss)
|
|
Net unrealized gain (loss) on investments (net of tax)
|
|
Net unrealized gain (loss) on derivative instruments
|
|
Net unrecognized gain (loss) related to benefit plans (net of tax)
|
|
Total
|
||||||||||
Balance at December 31, 2015
|
$
|
(19,493
|
)
|
|
$
|
(44
|
)
|
|
$
|
1,786
|
|
|
$
|
(1,102
|
)
|
|
$
|
(18,853
|
)
|
Other comprehensive income (loss) before reclassifications
|
1,740
|
|
|
18
|
|
|
2,576
|
|
|
(61
|
)
|
|
4,273
|
|
|||||
Amounts reclassified from AOCI to net income (loss)
|
—
|
|
|
1
|
|
|
(1,003
|
)
|
|
61
|
|
|
(941
|
)
|
|||||
Net current-period other comprehensive income
|
1,740
|
|
|
19
|
|
|
1,573
|
|
|
—
|
|
|
3,332
|
|
|||||
Balance at March 31, 2016
|
(17,753
|
)
|
|
(25
|
)
|
|
3,359
|
|
|
(1,102
|
)
|
|
(15,521
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(11,566
|
)
|
|
(7
|
)
|
|
778
|
|
|
37
|
|
|
(10,758
|
)
|
|||||
Amounts reclassified from AOCI to net income (loss)
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
58
|
|
|
(593
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
(11,566
|
)
|
|
(7
|
)
|
|
127
|
|
|
95
|
|
|
(11,351
|
)
|
|||||
Balance at June 30, 2016
|
$
|
(29,319
|
)
|
|
$
|
(32
|
)
|
|
$
|
3,486
|
|
|
$
|
(1,007
|
)
|
|
$
|
(26,872
|
)
|
(In thousands)
|
Currency translation gain (loss)
|
|
Net unrealized gain (loss) on investments (net of tax)
|
|
Net unrealized gain (loss) on derivative instruments
|
|
Net unrecognized gain (loss) related to benefit plans (net of tax)
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
$
|
11,551
|
|
|
$
|
(22
|
)
|
|
$
|
(123
|
)
|
|
$
|
(1,032
|
)
|
|
$
|
10,374
|
|
Other comprehensive income (loss) before reclassifications
|
(10,923
|
)
|
|
(1
|
)
|
|
(215
|
)
|
|
—
|
|
|
(11,139
|
)
|
|||||
Amounts reclassified from AOCI to net income (loss)
|
—
|
|
|
1
|
|
|
1,916
|
|
|
71
|
|
|
1,988
|
|
|||||
Net current-period other comprehensive income (loss)
|
(10,923
|
)
|
|
—
|
|
|
1,701
|
|
|
71
|
|
|
(9,151
|
)
|
|||||
Balance at March 31, 2015
|
628
|
|
|
(22
|
)
|
|
1,578
|
|
|
(961
|
)
|
|
1,223
|
|
|||||
Other comprehensive income (loss) before reclassifications
|
2,214
|
|
|
11
|
|
|
(2,004
|
)
|
|
—
|
|
|
221
|
|
|||||
Amounts reclassified from AOCI to net income (loss)
|
—
|
|
|
1
|
|
|
(338
|
)
|
|
66
|
|
|
(271
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
2,214
|
|
|
12
|
|
|
(2,342
|
)
|
|
66
|
|
|
(50
|
)
|
|||||
Balance at June 30, 2015
|
$
|
2,842
|
|
|
$
|
(10
|
)
|
|
$
|
(764
|
)
|
|
$
|
(895
|
)
|
|
$
|
1,173
|
|
AOCI Component
|
|
Line Items in the Condensed Consolidated and Combined Statements of Operations
Affected by Reclassifications
from AOCI
|
|
|
|
|
||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
Derivative financial instruments
|
|
Revenues
|
|
$
|
1,261
|
|
|
$
|
(40
|
)
|
|
$
|
2,584
|
|
|
$
|
22
|
|
|
|
Cost of operations
|
|
10
|
|
|
(2
|
)
|
|
33
|
|
|
98
|
|
||||
|
|
Other-net
|
|
(578
|
)
|
|
(33
|
)
|
|
(620
|
)
|
|
(32
|
)
|
||||
|
|
Total before tax
|
|
693
|
|
|
(75
|
)
|
|
1,997
|
|
|
88
|
|
||||
|
|
Provision for income taxes
|
|
(42
|
)
|
|
23
|
|
|
(343
|
)
|
|
(5
|
)
|
||||
|
|
Net income (loss)
|
|
$
|
651
|
|
|
$
|
(52
|
)
|
|
$
|
1,654
|
|
|
$
|
83
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service cost on benefit obligations
|
|
Cost of operations
|
|
$
|
(95
|
)
|
|
$
|
(100
|
)
|
|
$
|
309
|
|
|
$
|
(200
|
)
|
|
|
Provision for income taxes
|
|
37
|
|
|
37
|
|
|
(428
|
)
|
|
80
|
|
||||
|
|
Net income (loss)
|
|
$
|
(58
|
)
|
|
$
|
(63
|
)
|
|
$
|
(119
|
)
|
|
$
|
(120
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Realized gain on investments
|
|
Other-net
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
|
|
Provision for income taxes
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
|
Net income (loss)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
(In thousands)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Held by foreign entities
|
$
|
189,860
|
|
|
$
|
221,151
|
|
Held by United States entities
|
61,142
|
|
|
144,041
|
|
||
Cash and cash equivalents
|
$
|
251,002
|
|
|
$
|
365,192
|
|
|
|
|
|
||||
Reinsurance reserve requirements
|
$
|
29,324
|
|
|
$
|
33,404
|
|
Restricted foreign accounts
|
4,806
|
|
|
3,740
|
|
||
Restricted cash and cash equivalents
|
$
|
34,130
|
|
|
$
|
37,144
|
|
(In thousands)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Raw materials and supplies
|
$
|
64,119
|
|
|
$
|
68,684
|
|
Work in progress
|
9,676
|
|
|
7,025
|
|
||
Finished goods
|
19,792
|
|
|
14,410
|
|
||
Total inventories
|
$
|
93,587
|
|
|
$
|
90,119
|
|
|
Asset and Liability Derivatives
|
||||||
(In thousands)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Derivatives designated as hedges:
|
|
|
|
||||
Foreign exchange contracts:
|
|
|
|
||||
Location of FX forward contracts designated as hedges:
|
|
|
|
||||
Accounts receivable-other
|
$
|
4,742
|
|
|
$
|
1,545
|
|
Other assets
|
729
|
|
|
688
|
|
||
Accounts payable
|
133
|
|
|
17
|
|
||
|
|
|
|
||||
Derivatives not designated as hedges:
|
|
|
|
||||
Foreign exchange contracts:
|
|
|
|
||||
Location of FX forward contracts not designated as hedges:
|
|
|
|
||||
Accounts receivable-other
|
$
|
126
|
|
|
$
|
72
|
|
Accounts payable
|
414
|
|
|
101
|
|
||
Other liabilities
|
15
|
|
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
||||||||
Amount of gain (loss) recognized in other comprehensive income
|
$
|
847
|
|
|
$
|
(3,382
|
)
|
|
$
|
4,057
|
|
|
$
|
(455
|
)
|
Effective portion of gain (loss) reclassified from AOCI into earnings by location:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
1,261
|
|
|
(40
|
)
|
|
2,584
|
|
|
22
|
|
||||
Cost of operations
|
10
|
|
|
(2
|
)
|
|
33
|
|
|
98
|
|
||||
Other-net
|
(578
|
)
|
|
(33
|
)
|
|
(620
|
)
|
|
(32
|
)
|
||||
Portion of gain (loss) recognized in income that is excluded from effectiveness testing by location:
|
|
|
|
|
|
|
|
||||||||
Other-net
|
1,219
|
|
|
(136
|
)
|
|
1,801
|
|
|
1,009
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
||||||||
Forward contracts
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in income by location:
|
|
|
|
|
|
|
|
||||||||
Other-net
|
$
|
(303
|
)
|
|
$
|
181
|
|
|
$
|
(413
|
)
|
|
$
|
398
|
|
(in thousands)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Available-for-sale securities
|
|
|
|
||||
Commercial paper
|
$
|
8,012
|
|
|
$
|
3,996
|
|
Certificates of deposit
|
1,000
|
|
|
—
|
|
||
Mutual funds
|
1,118
|
|
|
1,093
|
|
||
Total fair value of available-for-sale securities
|
$
|
10,130
|
|
|
$
|
5,089
|
|
|
|
|
|
||||
Derivatives
|
|
|
|
||||
Forward contracts outstanding to purchase or sell foreign currencies
|
$
|
5,034
|
|
|
$
|
2,186
|
|
•
|
Cash and cash equivalents and restricted cash and cash equivalents
. The carrying amounts that we have reported in the accompanying condensed consolidated and combined balance sheets for cash and cash equivalents and restricted cash and cash equivalents approximate their fair values due to their highly liquid nature.
|
•
|
Short-term line of credit
. We base the fair values of debt instruments on quoted market prices. Where quoted prices are not available, we base the fair values on 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 debt instruments approximated their carrying value at
June 30, 2016
and
December 31, 2015
.
|
|
Six Months Ended June 30,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
$
|
39,847
|
|
|
$
|
37,735
|
|
Additions
|
9,788
|
|
|
8,432
|
|
||
Expirations and other changes
|
(1,219
|
)
|
|
(202
|
)
|
||
Payments
|
(5,707
|
)
|
|
(8,535
|
)
|
||
Translation and other
|
36
|
|
|
(435
|
)
|
||
Balance at end of period
|
$
|
42,745
|
|
|
$
|
36,995
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Service cost
|
$
|
205
|
|
|
$
|
3,384
|
|
|
$
|
589
|
|
|
$
|
6,774
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
Interest cost
|
10,228
|
|
|
11,911
|
|
|
20,804
|
|
|
23,764
|
|
|
212
|
|
|
249
|
|
|
423
|
|
|
499
|
|
||||||||
Expected return on plan assets
|
(15,255
|
)
|
|
(16,677
|
)
|
|
(30,182
|
)
|
|
(33,355
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of prior service cost (credit)
|
111
|
|
|
100
|
|
|
253
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Recognized net actuarial loss
|
29,900
|
|
|
—
|
|
|
29,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net periodic
benefit cost (benefit)
|
$
|
25,189
|
|
|
$
|
(1,282
|
)
|
|
$
|
21,364
|
|
|
$
|
(2,617
|
)
|
|
$
|
218
|
|
|
$
|
249
|
|
|
$
|
435
|
|
|
$
|
499
|
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of operations
|
$
|
29,499
|
|
|
$
|
—
|
|
|
$
|
29,499
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
401
|
|
|
—
|
|
|
401
|
|
|
—
|
|
||||
Total
|
$
|
29,900
|
|
|
$
|
—
|
|
|
$
|
29,900
|
|
|
$
|
—
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Income taxes (net of refunds)
|
|
$
|
10,955
|
|
|
$
|
4,038
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Accrued capital expenditures in accounts payable
|
|
$
|
3,920
|
|
|
$
|
658
|
|
(In thousands)
|
Three Months Ended
June 30, 2015 |
|
Six Months Ended
June 30, 2015 |
||||
Sales to our former Parent
|
$
|
286
|
|
|
$
|
911
|
|
Corporate administrative expenses
|
17,332
|
|
|
35,343
|
|
(In thousands)
|
Six Months Ended
June 30, 2015 |
||
Sales to former Parent
|
$
|
911
|
|
|
|
||
Corporate administrative expenses
|
35,343
|
|
|
Income tax allocation
|
11,872
|
|
|
Cash pooling and general financing activities
|
(91,015
|
)
|
|
Cash contribution received at spin-off
|
125,300
|
|
|
Net transfer from former Parent per statement of cash flows
|
$
|
80,589
|
|
(In thousands)
|
Three Months Ended
June 30, 2015 |
|
Six Months Ended
June 30, 2015 |
||||
Revenues
|
$
|
30,377
|
|
|
$
|
53,064
|
|
|
|
|
|
||||
Income before income tax expense
|
1,743
|
|
|
3,358
|
|
||
Income tax expense
|
325
|
|
|
555
|
|
||
Income from discontinued operations, net of tax
|
$
|
1,418
|
|
|
$
|
2,803
|
|
•
|
$29.9 million actuarially determined mark to market pension loss in the second quarter of 2016 triggered by the closure of our West Point, MS manufacturing facility in May 2016 that resulted in a curtailment in our United States pension plan and lump sum payments from our Canadian pension plan in April 2016 that resulted in a plan settlement. The impact of these charges plus the mark to market adjustments on our U.S. pension plan and Canadian pension plan were $25.9 million and $4.0 million, respectively.
|
•
|
$1.1 million and $3.2 million of restructuring costs related to pre-2016 initiatives in the quarter and six months ended June 30, 2016, respectively, compared to $5.3 million and $7.7 million in the quarter and six months ended June 30, 2015, respectively. These previously announced restructuring initiatives were intended to better position us for growth and profitability through facility consolidation and organizational efficiency initiatives.
|
•
|
$1.9 million of acquisition costs included in selling, general and administrative were incurred in the quarter ended June 30, 2016 related to the acquisition of SPIG.
|
•
|
$1.1 million
and
$3.0 million
of costs directly related to the spin-off from our former Parent were incurred in the quarter and six months ended June 30, 2016, respectively, compared to $0.9 million in the quarter and six months ended June 30, 2015. The costs were primarily attributable to employee retention awards and other spin-related costs.
|
•
|
$9.0 million of impairment charges in the second quarter of 2015 primarily related to research and development facilities and equipment dedicated to a carbon capture process that was determined not to be commercially viable.
|
•
|
$1.3 million
and $2.7 million of pre-spin allocations from our former Parent were included in selling, general and administrative expense in the quarter and six months ended June 30, 2015, respectively, related to the discontinued NE segment because allocations are not eligible for inclusion in the results of discontinued operations.
|
•
|
Global Power:
Design and supply new build steam generation equipment for fossil fuel and renewable fuel sources and utility-scale environmental systems.
|
•
|
Global Services:
Comprehensive mix of services for utility and industrial steam generation and related environmental solutions that includes aftermarket parts and technical services, service projects including design and engineering, construction, and utility operations and maintenance.
|
•
|
Industrial Environmental:
Original equipment and related maintenance and aftermarket parts for industrial air pollution control systems and coating and drying equipment for a wide range of industries.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
(In thousands)
|
2016
|
2015
|
$ Change
|
|
2016
|
2015
|
$ Change
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||||||
Global Power
|
$
|
127,245
|
|
$
|
157,373
|
|
$
|
(30,128
|
)
|
|
$
|
257,728
|
|
$
|
281,259
|
|
$
|
(23,531
|
)
|
Global Services
|
217,958
|
|
236,720
|
|
(18,762
|
)
|
|
459,125
|
|
468,894
|
|
(9,769
|
)
|
||||||
Industrial Environmental
|
38,005
|
|
43,392
|
|
(5,387
|
)
|
|
70,471
|
|
84,487
|
|
(14,016
|
)
|
||||||
|
383,208
|
|
437,485
|
|
(54,277
|
)
|
|
787,324
|
|
834,640
|
|
(47,316
|
)
|
||||||
Gross profit (loss):
|
|
|
|
|
|
|
|
||||||||||||
Global Power
|
(9,068
|
)
|
26,676
|
|
(35,744
|
)
|
|
15,302
|
|
47,104
|
|
(31,802
|
)
|
||||||
Global Services
|
53,633
|
|
46,308
|
|
7,325
|
|
|
101,825
|
|
99,595
|
|
2,230
|
|
||||||
Industrial Environmental
|
10,986
|
|
8,900
|
|
2,086
|
|
|
18,580
|
|
18,582
|
|
(2
|
)
|
||||||
Mark to market adjustment included in cost of operations
|
(29,499
|
)
|
—
|
|
(29,499
|
)
|
|
(29,499
|
)
|
—
|
|
(29,499
|
)
|
||||||
|
26,052
|
|
81,884
|
|
(55,832
|
)
|
|
106,208
|
|
165,281
|
|
(59,073
|
)
|
||||||
Research and development costs
|
(3,070
|
)
|
(3,962
|
)
|
892
|
|
|
(5,912
|
)
|
(8,480
|
)
|
2,568
|
|
||||||
Losses (gains) on asset disposals and impairments, net
|
(6
|
)
|
(9,009
|
)
|
9,003
|
|
|
15
|
|
(9,027
|
)
|
9,042
|
|
||||||
Selling, general and administrative expenses
|
(62,928
|
)
|
(58,809
|
)
|
(4,119
|
)
|
|
(121,663
|
)
|
(115,902
|
)
|
(5,761
|
)
|
||||||
Restructuring activities and spin-off transaction costs
|
(31,616
|
)
|
(6,212
|
)
|
(25,404
|
)
|
|
(35,626
|
)
|
(8,566
|
)
|
(27,060
|
)
|
||||||
Equity in income (loss) of investees
|
(616
|
)
|
967
|
|
(1,583
|
)
|
|
2,060
|
|
(1,104
|
)
|
3,164
|
|
||||||
Mark to market adjustment included in selling, general and administrative expenses
|
(401
|
)
|
—
|
|
(401
|
)
|
|
(401
|
)
|
—
|
|
(401
|
)
|
||||||
Operating income (loss)
|
$
|
(72,585
|
)
|
$
|
4,859
|
|
$
|
(77,444
|
)
|
|
$
|
(55,319
|
)
|
$
|
22,202
|
|
$
|
(77,521
|
)
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
||||||||||||||
(In thousands)
|
2016
|
2015
|
$ Change
|
|
2016
|
2015
|
$ Change
|
||||||||||||
Revenues
|
$
|
127,245
|
|
$
|
157,373
|
|
$
|
(30,128
|
)
|
|
$
|
257,728
|
|
$
|
281,259
|
|
$
|
(23,531
|
)
|
Gross profit (loss)
|
$
|
(9,068
|
)
|
$
|
26,676
|
|
$
|
(35,744
|
)
|
|
$
|
15,302
|
|
$
|
47,104
|
|
$
|
(31,802
|
)
|
% of revenues
|
(7.1
|
)%
|
17.0
|
%
|
|
|
5.9
|
%
|
16.7
|
%
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
||||||||||||||
(In thousands)
|
2016
|
2015
|
$ Change
|
|
2016
|
2015
|
$ Change
|
||||||||||||
Revenues
|
$
|
217,958
|
|
$
|
236,720
|
|
$
|
(18,762
|
)
|
|
$
|
459,125
|
|
$
|
468,894
|
|
$
|
(9,769
|
)
|
Gross profit
|
$
|
53,633
|
|
$
|
46,308
|
|
$
|
7,325
|
|
|
$
|
101,825
|
|
$
|
99,595
|
|
$
|
2,230
|
|
% of revenues
|
24.6
|
%
|
19.6
|
%
|
|
|
22.2
|
%
|
21.2
|
%
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
||||||||||||||
(In thousands)
|
2016
|
2015
|
$ Change
|
|
2016
|
2015
|
$ Change
|
||||||||||||
Revenues
|
$
|
38,005
|
|
$
|
43,392
|
|
$
|
(5,387
|
)
|
|
$
|
70,471
|
|
$
|
84,487
|
|
$
|
(14,016
|
)
|
Gross profit
|
$
|
10,986
|
|
$
|
8,900
|
|
$
|
2,086
|
|
|
$
|
18,580
|
|
$
|
18,582
|
|
$
|
(2
|
)
|
% of revenues
|
28.9
|
%
|
20.5
|
%
|
|
|
26.4
|
%
|
22.0
|
%
|
|
(In approximate millions)
|
June 30, 2016
|
|
December 31, 2015
|
|
June 30, 2015
|
||||||
Global Power
|
$
|
1,094
|
|
|
$
|
1,118
|
|
|
$
|
1,185
|
|
Global Services
|
1,000
|
|
|
1,143
|
|
|
1,163
|
|
|||
Industrial Environmental
|
60
|
|
|
67
|
|
|
96
|
|
|||
Backlog
|
$
|
2,154
|
|
|
$
|
2,328
|
|
|
$
|
2,444
|
|
(In approximate millions)
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||
Global Power
|
$
|
361
|
|
|
$
|
332
|
|
|
$
|
401
|
|
|
$
|
1,094
|
|
Global Services
|
215
|
|
|
150
|
|
|
635
|
|
|
1,000
|
|
||||
Industrial Environmental
|
53
|
|
|
5
|
|
|
2
|
|
|
60
|
|
||||
Backlog
|
$
|
629
|
|
|
$
|
487
|
|
|
$
|
1,038
|
|
|
$
|
2,154
|
|
|
Three months ended June 30,
|
|
|
Six Months Ended June 30,
|
|
||||||||||||||
(In thousands)
|
2016
|
2015
|
$ Change
|
|
2016
|
2015
|
$ Change
|
||||||||||||
Income from continuing operations before income taxes
|
$
|
(72,433
|
)
|
$
|
5,042
|
|
$
|
(77,475
|
)
|
|
$
|
(55,214
|
)
|
$
|
22,090
|
|
$
|
(77,304
|
)
|
Income tax provision
|
$
|
(9,033
|
)
|
919
|
|
$
|
(9,952
|
)
|
|
$
|
(2,407
|
)
|
6,611
|
|
$
|
(9,018
|
)
|
||
Effective tax rate
|
12.5
|
%
|
18.2
|
%
|
|
|
4.4
|
%
|
29.9
|
%
|
|
|
Three months ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
United States
|
$
|
(40,754
|
)
|
|
$
|
(3,275
|
)
|
|
$
|
(29,826
|
)
|
|
$
|
10,328
|
|
Other than United States
|
(31,679
|
)
|
|
8,317
|
|
|
(25,388
|
)
|
|
11,762
|
|
||||
Income from continuing operations before income taxes
|
$
|
(72,433
|
)
|
|
$
|
5,042
|
|
|
$
|
(55,214
|
)
|
|
$
|
22,090
|
|
Period
|
|
Total number of shares purchased
(1)
|
Average
price
paid
per share
|
Total number of
shares purchased as
part of publicly
announced plans or
programs
|
Approximate dollar value of shares that may
yet be purchased under
the plans or programs
(in thousands)
(2)
|
||||||
April 1, 2016 - April 30, 2016
|
|
324,430
|
|
$21.32
|
322,551
|
|
$34,179
|
||||
May 1, 2016 - May 31, 2016
|
|
194,704
|
|
$21.74
|
193,985
|
|
$29,962
|
||||
June 1, 2016 - June 30, 2016
|
|
247,113
|
|
$20.98
|
190,500
|
|
$25,966
|
||||
Total
|
|
766,247
|
|
|
707,036
|
|
|
(1)
|
Includes 1,879, 719 and 56,613 shares repurchased during April, May and June 2016, respectively, pursuant to the provisions of employee benefit plans that permit the repurchase of shares to satisfy statutory tax withholding obligations.
|
(2)
|
On August 4, 2015, we announced that our Board of Directors authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $100 million in the open market during a two-year period ending June 8, 2017.
|
2.1
|
|
Sale and Purchase Agreement, by and among SPIG Holding S.p.A., Ambienta Cooling Technology S.r.l., the Shareholders of SPIG, S.p.A., and Babcock & Wilcox Enterprises, Inc., dated as of May 20, 2016 (incorporated by reference to Exhibit 2.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on form 8-K filed July 5, 2016 (File No. 001-36876))
|
10.1
|
|
Amendment No. 1 dated June 10, 2016 to Credit Agreement, dated as of May 11, 2015, among Babcock & Wilcox Enterprises, Inc., as the borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders Party thereto
|
10.2
|
|
Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on form 8-K filed May 6, 2016 (File No. 001-36876))
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer
|
|
|
|
32.1
|
|
Section 1350 certification of Chief Executive Officer
|
|
|
|
32.2
|
|
Section 1350 certification of Chief Financial Officer
|
|
|
|
95
|
|
Mine Safety Disclosure
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
August 9, 2016
|
|
|
BABCOCK & WILCOX ENTERPRISES, INC.
|
|
|
|
|
|
|
By:
|
/s/ Daniel W. Hoehn
|
|
|
|
Daniel W. Hoehn
|
|
|
|
Vice President, Controller & Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer and Duly Authorized Representative)
|
Re:
|
Amendment No. 1 to the Credit Agreement (this “
Amendment
”)
|
By:
|
/s/ Mark A. Carano
|
Name:
|
Mark A. Carano
|
Title:
|
Senior Vice President, Corporate Development and Treasurer
|
By:
|
/s/ Bridgett J. Manduk Mowry
|
Name:
|
Bridgett J. Manduk Mowry
|
Title:
|
Vice President
|
By:
|
/s/ Stuart Bonomo
|
Name:
|
Stuart Bonomo
|
Title:
|
Director
|
By:
|
/s/ Michael Grad
|
Name:
|
Michael Grad
|
Title:
|
Director
|
By:
|
/s/ Lauren Hom
|
Name:
|
Lauren Hom
|
Title:
|
Director
|
By:
|
/s/ Joseph Mack
|
Name:
|
Joseph Mack
|
Title:
|
Vice President
|
By:
|
/s/ Mary-Ann Wong
|
Name:
|
Mary-Ann Wong
|
Title:
|
Vice President
|
By:
|
/s/ Stuart M. Jones
|
Name:
|
Stuart M. Jones
|
Title:
|
Senior Vice President
|
By:
|
/s/ Jeffrey Mills
|
Name:
|
Jeffrey Mills
|
Title:
|
Vice President
|
By:
|
/s/ Khoa Duong
|
Name:
|
Khoa Duong
|
Title:
|
Vice President
|
By:
|
/s/ Page Dillehunt
|
Name:
|
Page Dillehunt
|
Title:
|
Managing Director
|
By:
|
/s/ Michael Willis
|
Name:
|
Michael Willis
|
Title:
|
Managing Director
|
By:
|
/s/ Antje Focke
|
Name:
|
Antje Focke
|
Title:
|
Executive Director
|
By:
|
/s/ John Canty
|
Name:
|
John Canty
|
Title:
|
Senior Vice President
|
By:
|
/s/ Benjamin C. Brown
|
Name:
|
Benjamin C. Brown
|
Title:
|
Assistant Vice President
|
By:
|
/s/ Craig Welch
|
Name:
|
Craig Welch
|
Title:
|
Senior Vice President
|
By:
|
/s/ Jonathan F. Lindvall
|
Name:
|
Jonathan F. Lindvall
|
Title:
|
Vice President
|
By:
|
/s/ Mark Felker
|
Name:
|
Mark Felker
|
Title:
|
Managing Director
|
By:
|
/s/ Eric Luttrell
|
Name:
|
Eric Luttrell
|
Title:
|
Senior Vice President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Babcock & Wilcox Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
August 9, 2016
|
/s/ E. James Ferland
|
|
E. James Ferland
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Babcock & Wilcox Enterprises, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
August 9, 2016
|
/s/ Jenny L. Apker
|
|
Jenny L. Apker
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
Dated: August 9, 2016
|
/s/ E. James Ferland
|
|
E. James Ferland
|
|
Chairman and Chief Executive Officer
|
(1)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
Dated: August 9, 2016
|
/s/ Jenny L. Apker
|
|
Jenny L. Apker
|
|
Senior Vice President and Chief Financial Officer
|
Mine or Operating Name/MSHA Identification Number
|
Section 104 S&S Citations
(#)
|
Section 104(b) Orders
(#)
|
Section 104(d) Citations and Orders
(#)
|
Section 110(b)(2) Violations
(#)
|
Section 107(a) Orders
(#)
|
Total Dollar Value of MSHA Assessments Proposed
($)
|
Total Number of Mining Related Fatalities
#)
|
Received Notice of Pattern of Violations Under Section 104(e)
(yes/no)
|
Received Notice of Potential to Have Pattern Under Section 104(e)
(yes/no)
|
Legal Actions Pending as of 9/30/2014
(#)
|
Legal Actions Initiated During Period
(#)
|
Legal Actions Resolved During Period
(#)
|
Revloc Refuse Site
ID # 3608032
|
0
|
0
|
0
|
0
|
0
|
$0
|
0
|
No
|
No
|
0
|
0
|
0
|