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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 or other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer 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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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth 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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||||||||||
(in thousands, except per share amounts)
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2017
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2016
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2017
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2016
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||||||||
Revenues
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$
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349,829
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$
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383,208
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$
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740,933
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$
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787,324
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Costs and expenses:
|
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||||||||
Cost of operations
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405,651
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357,156
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733,855
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681,116
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Selling, general and administrative expenses
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68,584
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63,329
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135,606
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122,064
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||||
Restructuring activities and spin-off transaction costs
|
2,103
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31,616
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5,135
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35,626
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||||
Research and development costs
|
2,901
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3,070
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5,163
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5,912
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||||
Losses (gains) on asset disposals and impairments, net
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4
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6
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4
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(15
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)
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||||
Total costs and expenses
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479,243
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455,177
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879,763
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844,703
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Equity in income (loss) and impairment of investees
|
(15,232
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)
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(616
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)
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(14,614
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)
|
2,060
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||||
Operating loss
|
(144,646
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)
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(72,585
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)
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(153,444
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)
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(55,319
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)
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||||
Other income (expense):
|
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||||||||
Interest income
|
125
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|
251
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|
|
238
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|
541
|
|
||||
Interest expense
|
(6,349
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)
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(391
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)
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(8,099
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)
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(790
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)
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Other – net
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1,982
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292
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|
1,609
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|
354
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||||
Total other income (expense)
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(4,242
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)
|
152
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|
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(6,252
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)
|
105
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Loss before income tax expense
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(148,888
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)
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(72,433
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)
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(159,696
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)
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(55,214
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)
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Income tax expense (benefit)
|
1,962
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(9,033
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)
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(2,005
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)
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(2,407
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)
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Net loss
|
(150,850
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)
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(63,400
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)
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(157,691
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)
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(52,807
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)
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Net income attributable to noncontrolling interest
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(149
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)
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(90
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)
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(353
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)
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(176
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)
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Net loss attributable to shareholders
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$
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(150,999
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)
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$
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(63,490
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)
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$
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(158,044
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)
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$
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(52,983
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)
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Basic loss per share
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$
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(3.09
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)
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$
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(1.25
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)
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$
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(3.24
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)
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$
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(1.04
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)
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Diluted loss per share
|
$
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(3.09
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)
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$
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(1.25
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)
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$
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(3.24
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)
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$
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(1.04
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)
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Shares used in the computation of earnings per share:
|
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||||||||
Basic
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48,854
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50,603
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48,797
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51,115
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Diluted
|
48,854
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50,603
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48,797
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51,115
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Three months ended June 30,
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Six months ended June 30,
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(in thousands)
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2017
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2016
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2017
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2016
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Net loss
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$
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(150,850
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)
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$
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(63,400
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)
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$
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(157,691
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)
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$
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(52,807
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)
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Other comprehensive income (loss):
|
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Currency translation adjustments, net of taxes
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6,757
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(11,566
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)
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12,174
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(9,826
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)
|
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Derivative financial instruments:
|
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Unrealized gains (losses) on derivative financial instruments
|
(3,657
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)
|
847
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2,244
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4,057
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Income taxes
|
(1,453
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)
|
69
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|
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(139
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)
|
703
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|
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Unrealized gains (losses) on derivative financial instruments, net of taxes
|
(2,204
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)
|
778
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2,383
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3,354
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Derivative financial instrument gains reclassified into net income
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(1,550
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)
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(693
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)
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(6,448
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)
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(1,997
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)
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Income taxes
|
(892
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)
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(42
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)
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(1,947
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)
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(343
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)
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Reclassification adjustment for gains included in net income, net of taxes
|
(658
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)
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(651
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)
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(4,501
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)
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(1,654
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)
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Benefit obligations:
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Unrealized gains (losses) on benefit obligations
|
(97
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)
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37
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(141
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)
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(24
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)
|
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Income taxes
|
—
|
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—
|
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|
—
|
|
—
|
|
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Unrealized gains (losses) on benefit obligations, net of taxes
|
(97
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)
|
37
|
|
|
(141
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)
|
(24
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)
|
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Amortization of benefit plan costs (benefits)
|
(789
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)
|
95
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|
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(1,662
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)
|
(309
|
)
|
||||
Income taxes
|
11
|
|
37
|
|
|
20
|
|
(428
|
)
|
||||
Amortization of benefit plan costs (benefits), net of taxes
|
(800
|
)
|
58
|
|
|
(1,682
|
)
|
119
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|
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|
||||||||
Investments:
|
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|
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Unrealized gains (losses) on investments
|
(3
|
)
|
(7
|
)
|
|
87
|
|
35
|
|
||||
Income taxes
|
16
|
|
—
|
|
|
45
|
|
24
|
|
||||
Unrealized gains (losses) on investments, net of taxes
|
(19
|
)
|
(7
|
)
|
|
42
|
|
11
|
|
||||
Investment (gains) losses reclassified into net income
|
(1
|
)
|
—
|
|
|
(44
|
)
|
1
|
|
||||
Income taxes
|
—
|
|
—
|
|
|
(16
|
)
|
—
|
|
||||
Reclassification adjustments for (gains) losses included in net income, net of taxes
|
(1
|
)
|
—
|
|
|
(28
|
)
|
1
|
|
||||
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
2,978
|
|
(11,351
|
)
|
|
8,247
|
|
(8,019
|
)
|
||||
Total comprehensive loss
|
(147,872
|
)
|
(74,751
|
)
|
|
(149,444
|
)
|
(60,826
|
)
|
||||
Comprehensive income (loss) attributable to noncontrolling interest
|
164
|
|
(113
|
)
|
|
(26
|
)
|
(152
|
)
|
||||
Comprehensive loss attributable to shareholders
|
$
|
(147,708
|
)
|
$
|
(74,864
|
)
|
|
$
|
(149,470
|
)
|
$
|
(60,978
|
)
|
(in thousands, except per share amount)
|
June 30, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
$
|
67,867
|
|
|
$
|
95,887
|
|
Restricted cash and cash equivalents
|
22,833
|
|
|
27,770
|
|
||
Accounts receivable – trade, net
|
290,830
|
|
|
282,347
|
|
||
Accounts receivable – other
|
77,942
|
|
|
73,756
|
|
||
Contracts in progress
|
202,419
|
|
|
166,010
|
|
||
Inventories
|
89,587
|
|
|
85,807
|
|
||
Other current assets
|
53,037
|
|
|
45,957
|
|
||
Total current assets
|
804,515
|
|
|
777,534
|
|
||
Net property, plant and equipment
|
144,409
|
|
|
133,637
|
|
||
Goodwill
|
288,057
|
|
|
267,395
|
|
||
Deferred income taxes
|
155,396
|
|
|
163,388
|
|
||
Investments in unconsolidated affiliates
|
84,576
|
|
|
98,682
|
|
||
Intangible assets
|
82,872
|
|
|
71,039
|
|
||
Other assets
|
26,981
|
|
|
17,468
|
|
||
Total assets
|
$
|
1,586,806
|
|
|
$
|
1,529,143
|
|
|
|
|
|
||||
Foreign revolving credit facilities
|
$
|
13,268
|
|
|
$
|
14,241
|
|
Accounts payable
|
258,485
|
|
|
220,737
|
|
||
Accrued employee benefits
|
38,417
|
|
|
35,497
|
|
||
Advance billings on contracts
|
251,253
|
|
|
210,642
|
|
||
Accrued warranty expense
|
45,204
|
|
|
40,467
|
|
||
Other accrued liabilities
|
115,554
|
|
|
95,954
|
|
||
Total current liabilities
|
722,181
|
|
|
617,538
|
|
||
United States revolving credit facility
|
118,130
|
|
|
9,800
|
|
||
Pension and other accumulated postretirement benefit liabilities
|
288,523
|
|
|
301,259
|
|
||
Other noncurrent liabilities
|
40,371
|
|
|
39,595
|
|
||
Total liabilities
|
1,169,205
|
|
|
968,192
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, par value $0.01 per share, authorized 200,000 shares; issued 48,872 and 48,688 shares at June 30, 2017 and December 31, 2016, respectively
|
547
|
|
|
544
|
|
||
Capital in excess of par value
|
814,451
|
|
|
806,589
|
|
||
Treasury stock at cost, 5,675 and 5,592 shares at June 30, 2017 and
December 31, 2016, respectively
|
(104,691
|
)
|
|
(103,818
|
)
|
||
Retained deficit
|
(272,728
|
)
|
|
(114,684
|
)
|
||
Accumulated other comprehensive loss
|
(28,235
|
)
|
|
(36,482
|
)
|
||
Stockholders' equity attributable to shareholders
|
409,344
|
|
|
552,149
|
|
||
Noncontrolling interest
|
8,257
|
|
|
8,802
|
|
||
Total stockholders' equity
|
417,601
|
|
|
560,951
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,586,806
|
|
|
$
|
1,529,143
|
|
|
Six months ended June 30,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
||||||
Net income (loss)
|
$
|
(157,691
|
)
|
|
$
|
(52,807
|
)
|
Non-cash items included in net income (loss):
|
|
|
|
||||
Depreciation and amortization of long-lived assets
|
21,465
|
|
|
12,441
|
|
||
Debt issuance costs amortization
|
764
|
|
|
—
|
|
||
Income of equity method investees
|
(3,579
|
)
|
|
(2,060
|
)
|
||
Other than temporary impairment of equity method investment in TBWES
|
18,193
|
|
|
—
|
|
||
Losses on asset disposals and impairments, net
|
114
|
|
|
14,481
|
|
||
Provision for (benefit from) deferred income taxes
|
(1,326
|
)
|
|
(6,624
|
)
|
||
Recognition of losses (gains) for pension and postretirement plans
|
(600
|
)
|
|
29,986
|
|
||
Stock-based compensation, net of associated income taxes
|
6,522
|
|
|
10,655
|
|
||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
6,343
|
|
|
49,476
|
|
||
Contracts in progress and advance billings on contracts
|
6,704
|
|
|
(21,684
|
)
|
||
Inventories
|
3,381
|
|
|
(4,746
|
)
|
||
Income taxes
|
(899
|
)
|
|
(2,437
|
)
|
||
Accounts payable
|
25,454
|
|
|
(36,784
|
)
|
||
Accrued and other current liabilities
|
13,839
|
|
|
3,583
|
|
||
Pension liabilities, accrued postretirement benefits and employee benefits
|
(13,040
|
)
|
|
(8,652
|
)
|
||
Other, net
|
(7,331
|
)
|
|
(657
|
)
|
||
Net cash from operating activities
|
(81,687
|
)
|
|
(15,829
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Decrease in restricted cash and cash equivalents
|
929
|
|
|
3,014
|
|
||
Investment in equity method investees
|
—
|
|
|
(26,220
|
)
|
||
Purchase of property, plant and equipment
|
(7,741
|
)
|
|
(13,607
|
)
|
||
Acquisition of business, net of cash acquired
|
(52,547
|
)
|
|
—
|
|
||
Purchases of available-for-sale securities
|
(16,320
|
)
|
|
(16,743
|
)
|
||
Sales and maturities of available-for-sale securities
|
21,840
|
|
|
11,724
|
|
||
Other
|
(90
|
)
|
|
(562
|
)
|
||
Net cash from investing activities
|
(53,929
|
)
|
|
(42,394
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings under our United States revolving credit facility
|
423,823
|
|
|
—
|
|
||
Repayments of our United States revolving credit facility
|
(315,493
|
)
|
|
—
|
|
||
Borrowings under our foreign revolving credit facilities
|
240
|
|
|
1,065
|
|
||
Repayments of our foreign revolving credit facilities
|
(2,157
|
)
|
|
—
|
|
||
Shares of our common stock returned to treasury stock
|
(873
|
)
|
|
(52,307
|
)
|
||
Other
|
(1,993
|
)
|
|
(230
|
)
|
||
Net cash from financing activities
|
103,547
|
|
|
(51,472
|
)
|
||
Effects of exchange rate changes on cash
|
4,049
|
|
|
(4,495
|
)
|
||
Net increase (decrease) in cash and equivalents
|
(28,020
|
)
|
|
(114,190
|
)
|
||
Cash and equivalents, beginning of period
|
95,887
|
|
|
365,192
|
|
||
Cash and equivalents, end of period
|
$
|
67,867
|
|
|
$
|
251,002
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
(in thousands, except per share amounts)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Net loss attributable to shareholders
|
$
|
(150,999
|
)
|
$
|
(63,490
|
)
|
|
$
|
(158,044
|
)
|
$
|
(52,983
|
)
|
|
|
|
|
|
|
||||||||
Weighted average shares used to calculate basic earnings per share
|
48,854
|
|
50,603
|
|
|
48,797
|
|
51,115
|
|
||||
Dilutive effect of stock options, restricted stock and performance shares
(1)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Weighted average shares used to calculate diluted earnings per share
|
48,854
|
|
50,603
|
|
|
48,797
|
|
51,115
|
|
||||
|
|
|
|
|
|
||||||||
Basic loss per share:
|
$
|
(3.09
|
)
|
$
|
(1.25
|
)
|
|
$
|
(3.24
|
)
|
$
|
(1.04
|
)
|
|
|
|
|
|
|
||||||||
Diluted loss per share:
|
$
|
(3.09
|
)
|
$
|
(1.25
|
)
|
|
$
|
(3.24
|
)
|
$
|
(1.04
|
)
|
•
|
Power segment
:
focused on the supply of and aftermarket services for steam-generating, environmental and auxiliary equipment for power generation and other industrial applications.
|
•
|
Renewable segment
:
focused on the supply of steam-generating systems, environmental and auxiliary equipment for the waste-to-energy and biomass power generation industries.
|
•
|
Industrial segment
:
focused on custom-engineered cooling, environmental and other industrial equipment along with related aftermarket services.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
(in thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
||||||||
Power segment
|
$
|
213,756
|
|
$
|
261,841
|
|
|
$
|
410,052
|
|
$
|
550,544
|
|
Renewable segment
|
48,074
|
|
85,476
|
|
|
153,610
|
|
169,249
|
|
||||
Industrial segment
|
90,229
|
|
38,005
|
|
|
182,446
|
|
70,471
|
|
||||
Eliminations
|
(2,230
|
)
|
(2,114
|
)
|
|
(5,175
|
)
|
(2,940
|
)
|
||||
|
349,829
|
|
383,208
|
|
|
740,933
|
|
787,324
|
|
||||
Gross profit:
|
|
|
|
|
|
||||||||
Power segment
|
49,061
|
|
62,475
|
|
|
92,024
|
|
122,007
|
|
||||
Renewable segment
|
(110,894
|
)
|
(17,503
|
)
|
|
(100,300
|
)
|
(4,124
|
)
|
||||
Industrial segment
|
9,464
|
|
11,148
|
|
|
24,779
|
|
18,904
|
|
||||
Intangible amortization expense included in cost of operations
|
(3,453
|
)
|
(569
|
)
|
|
(8,471
|
)
|
(1,080
|
)
|
||||
Mark to market loss included in cost of operations
|
—
|
|
(29,499
|
)
|
|
(954
|
)
|
(29,499
|
)
|
||||
|
(55,822
|
)
|
26,052
|
|
|
7,078
|
|
106,208
|
|
||||
Selling, general and administrative ("SG&A") expenses
|
(67,596
|
)
|
(61,902
|
)
|
|
(133,518
|
)
|
(119,610
|
)
|
||||
Restructuring activities and spin-off transaction costs
|
(2,103
|
)
|
(31,616
|
)
|
|
(5,135
|
)
|
(35,626
|
)
|
||||
Research and development costs
|
(2,901
|
)
|
(3,070
|
)
|
|
(5,163
|
)
|
(5,912
|
)
|
||||
Intangible amortization expense included in SG&A
|
(988
|
)
|
(1,026
|
)
|
|
(1,982
|
)
|
(2,053
|
)
|
||||
Mark to market loss included in SG&A
|
—
|
|
(401
|
)
|
|
(106
|
)
|
(401
|
)
|
||||
Equity in income of investees
|
2,961
|
|
(616
|
)
|
|
3,579
|
|
2,060
|
|
||||
Impairment of equity method investment
|
(18,193
|
)
|
—
|
|
|
(18,193
|
)
|
—
|
|
||||
Gains (losses) on asset disposals, net
|
(4
|
)
|
(6
|
)
|
|
(4
|
)
|
15
|
|
||||
Operating loss
|
$
|
(144,646
|
)
|
$
|
(72,585
|
)
|
|
$
|
(153,444
|
)
|
$
|
(55,319
|
)
|
(in thousands)
|
Estimated acquisition
date fair value
|
||
Cash
|
$
|
4,379
|
|
Accounts receivable
|
11,270
|
|
|
Contracts in progress
|
3,167
|
|
|
Inventories
|
4,585
|
|
|
Other assets
|
579
|
|
|
Property, plant and equipment
|
16,692
|
|
|
Goodwill
|
14,413
|
|
|
Identifiable intangible assets
|
19,500
|
|
|
Deferred income tax assets
|
935
|
|
|
Current liabilities
|
(10,833
|
)
|
|
Other noncurrent liabilities
|
(1,423
|
)
|
|
Deferred income tax liabilities
|
(6,338
|
)
|
|
Net acquisition cost
|
$
|
56,926
|
|
(in thousands)
|
Estimated
fair value
|
|
Weighted average
estimated useful life
(in years)
|
||
Customer relationships
|
$
|
10,800
|
|
|
15
|
Backlog
|
1,700
|
|
|
1
|
|
Trade names / trademarks
|
3,000
|
|
|
20
|
|
Technology
|
4,000
|
|
|
7
|
|
Total amortizable intangible assets
|
$
|
19,500
|
|
|
|
|
Three months ended
|
Six months ended
|
Twelve months ended
|
||||||
(in thousands)
|
June 30, 2016
|
June 30, 2016
|
December 31, 2016
|
||||||
Revenues
|
$
|
404,120
|
|
$
|
828,493
|
|
$
|
1,660,986
|
|
Net income (loss) attributable to B&W
|
(62,963
|
)
|
(52,361
|
)
|
(113,940
|
)
|
|||
Basic earnings per common share
|
(1.24
|
)
|
(1.02
|
)
|
(2.27
|
)
|
|||
Diluted earnings per common share
|
(1.24
|
)
|
(1.02
|
)
|
(2.27
|
)
|
•
|
A net increase in amortization expense related to timing of amortization of the fair value of identifiable intangible assets acquired of
$0.5 million
,
$1.9 million
and
$2.8 million
in the three and six months ended
June 30, 2016
and the 12 months ended
December 31, 2016
, respectively.
|
•
|
Elimination of the historical interest expense recognized by Universal of
$0.1 million
,
$0.2 million
and
$0.4 million
in the three and six months ended
June 30, 2016
and the 12 months ended
December 31, 2016
, respectively.
|
•
|
Elimination of
$0.5 million
in transaction related costs recognized in the 12 months ended
December 31, 2016
.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Increases in estimates for percentage-of-completion contracts
|
$
|
4,982
|
|
|
$
|
12,019
|
|
|
$
|
14,182
|
|
|
$
|
26,193
|
|
Decreases in estimates for percentage-of-completion contracts
|
(121,217
|
)
|
|
(38,839
|
)
|
|
(124,588
|
)
|
|
(44,812
|
)
|
||||
Net changes in estimates for percentage-of-completion contracts
|
$
|
(116,235
|
)
|
|
$
|
(26,820
|
)
|
|
$
|
(110,406
|
)
|
|
$
|
(18,619
|
)
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
(in thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Balance at beginning of period
(1)
|
$
|
697
|
|
$
|
160
|
|
|
$
|
2,254
|
|
$
|
740
|
|
Restructuring expense
|
1,887
|
|
15,877
|
|
|
3,857
|
|
18,024
|
|
||||
Payments
|
(1,617
|
)
|
(4,053
|
)
|
|
(5,144
|
)
|
(6,780
|
)
|
||||
Balance at June 30
|
$
|
967
|
|
$
|
11,984
|
|
|
$
|
967
|
|
$
|
11,984
|
|
(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, 2016
|
$
|
(43,987
|
)
|
$
|
(37
|
)
|
$
|
802
|
|
$
|
6,740
|
|
$
|
(36,482
|
)
|
Other comprehensive income (loss) before reclassifications
|
5,417
|
|
61
|
|
4,587
|
|
(44
|
)
|
10,021
|
|
|||||
Amounts reclassified from AOCI to net income (loss)
|
—
|
|
(27
|
)
|
(3,843
|
)
|
(882
|
)
|
(4,752
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
5,417
|
|
34
|
|
744
|
|
(926
|
)
|
5,269
|
|
|||||
Balance at March 31, 2017
|
$
|
(38,570
|
)
|
$
|
(3
|
)
|
$
|
1,546
|
|
$
|
5,814
|
|
$
|
(31,213
|
)
|
Other comprehensive income (loss) before reclassifications
|
6,757
|
|
(19
|
)
|
(2,204
|
)
|
(97
|
)
|
4,437
|
|
|||||
Amounts reclassified from AOCI to net income (loss)
|
—
|
|
(1
|
)
|
(658
|
)
|
(800
|
)
|
(1,459
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
6,757
|
|
(20
|
)
|
(2,862
|
)
|
(897
|
)
|
2,978
|
|
|||||
Balance at June 30, 2017
|
$
|
(31,813
|
)
|
$
|
(23
|
)
|
$
|
(1,316
|
)
|
$
|
4,917
|
|
$
|
(28,235
|
)
|
(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
|
)
|
AOCI component
|
Line items in the Condensed Consolidated Statements of Operations affected by reclassifications from AOCI
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
2017
|
2016
|
|
2017
|
2016
|
||||||||||
Derivative financial instruments
|
Revenues
|
$
|
714
|
|
$
|
1,261
|
|
|
$
|
6,002
|
|
$
|
2,584
|
|
|
Cost of operations
|
(49
|
)
|
10
|
|
|
(46
|
)
|
33
|
|
||||
|
Other-net
|
885
|
|
(578
|
)
|
|
492
|
|
(620
|
)
|
||||
|
Total before tax
|
1,550
|
|
693
|
|
|
6,448
|
|
1,997
|
|
||||
|
Provision for income taxes
|
892
|
|
42
|
|
|
1,947
|
|
343
|
|
||||
|
Net income
|
$
|
658
|
|
$
|
651
|
|
|
$
|
4,501
|
|
$
|
1,654
|
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service cost on benefit obligations
|
Cost of operations
|
$
|
789
|
|
$
|
(95
|
)
|
|
$
|
1,662
|
|
$
|
309
|
|
|
Provision for income taxes
|
(11
|
)
|
(37
|
)
|
|
(20
|
)
|
428
|
|
||||
|
Net income (loss)
|
$
|
800
|
|
$
|
(58
|
)
|
|
$
|
1,682
|
|
$
|
(119
|
)
|
|
|
|
|
|
|
|
||||||||
Realized gain on investments
|
Other-net
|
$
|
1
|
|
$
|
—
|
|
|
$
|
44
|
|
$
|
(1
|
)
|
|
Provision for income taxes
|
—
|
|
—
|
|
|
16
|
|
—
|
|
||||
|
Net income (loss)
|
$
|
1
|
|
$
|
—
|
|
|
$
|
28
|
|
$
|
(1
|
)
|
(in thousands)
|
June 30, 2017
|
December 31, 2016
|
||||
Held by foreign entities
|
$
|
64,354
|
|
$
|
94,415
|
|
Held by United States entities
|
3,513
|
|
1,472
|
|
||
Cash and cash equivalents
|
$
|
67,867
|
|
$
|
95,887
|
|
|
|
|
||||
Reinsurance reserve requirements
|
$
|
18,405
|
|
$
|
21,189
|
|
Restricted foreign accounts
|
4,428
|
|
6,581
|
|
||
Restricted cash and cash equivalents
|
$
|
22,833
|
|
$
|
27,770
|
|
(in thousands)
|
June 30, 2017
|
December 31, 2016
|
||||
Raw materials and supplies
|
$
|
66,776
|
|
$
|
61,630
|
|
Work in progress
|
6,764
|
|
6,803
|
|
||
Finished goods
|
16,047
|
|
17,374
|
|
||
Total inventories
|
$
|
89,587
|
|
$
|
85,807
|
|
(in thousands)
|
June 30, 2017
|
December 31, 2016
|
||||
Definite-lived intangible assets
|
|
|
||||
Customer relationships
|
$
|
59,392
|
|
$
|
47,892
|
|
Unpatented technology
|
19,489
|
|
18,461
|
|
||
Patented technology
|
6,576
|
|
2,499
|
|
||
Tradename
|
22,492
|
|
18,774
|
|
||
Backlog
|
30,041
|
|
28,170
|
|
||
All other
|
7,521
|
|
7,429
|
|
||
Gross value of definite-lived intangible assets
|
145,511
|
|
123,225
|
|
||
Customer relationships amortization
|
(20,432
|
)
|
(17,519
|
)
|
||
Unpatented technology amortization
|
(3,898
|
)
|
(2,864
|
)
|
||
Patented technology amortization
|
(1,871
|
)
|
(1,532
|
)
|
||
Tradename amortization
|
(4,447
|
)
|
(3,826
|
)
|
||
Acquired backlog amortization
|
(26,677
|
)
|
(21,776
|
)
|
||
All other amortization
|
(6,619
|
)
|
(5,974
|
)
|
||
Accumulated amortization
|
(63,944
|
)
|
(53,491
|
)
|
||
Net definite-lived intangible assets
|
$
|
81,567
|
|
$
|
69,734
|
|
|
|
|
||||
Indefinite-lived intangible assets:
|
|
|
||||
Trademarks and trade names
|
$
|
1,305
|
|
$
|
1,305
|
|
Total indefinite-lived intangible assets
|
$
|
1,305
|
|
$
|
1,305
|
|
|
Six months ended June 30,
|
|||||
(in thousands)
|
2017
|
2016
|
||||
Balance at beginning of period
|
$
|
71,039
|
|
$
|
37,844
|
|
Business acquisitions
|
19,500
|
|
—
|
|
||
Amortization expense
|
(10,453
|
)
|
(3,133
|
)
|
||
Currency translation adjustments and other
|
2,786
|
|
319
|
|
||
Balance at end of the period
|
$
|
82,872
|
|
$
|
35,030
|
|
Period ending
|
Amortization expense
|
||
Three months ending September 30, 2017
|
$
|
3,739
|
|
Three months ending December 31, 2017
|
$
|
3,598
|
|
Twelve months ending December 31, 2018
|
$
|
12,415
|
|
Twelve months ending December 31, 2019
|
$
|
10,218
|
|
Twelve months ending December 31, 2020
|
$
|
8,949
|
|
Twelve months ending December 31, 2021
|
$
|
8,630
|
|
Twelve months ending December 31, 2022
|
$
|
7,081
|
|
Thereafter
|
$
|
26,937
|
|
(in thousands)
|
|
Power
|
|
Renewable
|
|
Industrial
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
46,220
|
|
|
$
|
48,435
|
|
|
$
|
172,740
|
|
|
$
|
267,395
|
|
Increase resulting from Universal acquisition
|
|
—
|
|
|
—
|
|
|
14,413
|
|
|
14,413
|
|
||||
Currency translation adjustments
|
|
783
|
|
|
1,016
|
|
|
4,450
|
|
|
6,249
|
|
||||
Balance at June 30, 2017
|
|
$
|
47,003
|
|
|
$
|
49,451
|
|
|
$
|
191,603
|
|
|
$
|
288,057
|
|
(in millions)
|
|
Power
|
|
Construction
|
|
Renewable
|
|
MEGTEC
|
|
SPIG
|
|
Universal
|
Reporting unit headroom
|
|
102%
|
|
214%
|
|
68%
|
|
3%
|
|
<1%
|
|
11%
|
Goodwill balance
|
|
$38.1
|
|
$8.9
|
|
$49.5
|
|
$104.3
|
|
$72.9
|
|
$14.4
|
(in thousands)
|
June 30, 2017
|
December 31, 2016
|
||||
Land
|
$
|
8,716
|
|
$
|
6,348
|
|
Buildings
|
120,574
|
|
114,322
|
|
||
Machinery and equipment
|
203,228
|
|
189,489
|
|
||
Property under construction
|
13,447
|
|
22,378
|
|
||
|
345,965
|
|
332,537
|
|
||
Less accumulated depreciation
|
201,556
|
|
198,900
|
|
||
Net property, plant and equipment
|
$
|
144,409
|
|
$
|
133,637
|
|
|
Six months ended June 30,
|
|||||
(in thousands)
|
2017
|
2016
|
||||
Balance at beginning of period
|
$
|
40,467
|
|
$
|
39,847
|
|
Additions
|
13,050
|
|
9,788
|
|
||
Expirations and other changes
|
(3,243
|
)
|
(1,219
|
)
|
||
Increases attributable to business combinations
|
1,060
|
|
—
|
|
||
Payments
|
(7,437
|
)
|
(5,707
|
)
|
||
Translation and other
|
1,307
|
|
36
|
|
||
Balance at end of period
|
$
|
45,204
|
|
$
|
42,745
|
|
|
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)
|
2017
|
2016
|
|
2017
|
2016
|
|
2017
|
2016
|
|
2017
|
2016
|
||||||||||||||||
Service cost
|
$
|
256
|
|
$
|
205
|
|
|
$
|
530
|
|
$
|
589
|
|
|
$
|
4
|
|
$
|
6
|
|
|
$
|
8
|
|
$
|
12
|
|
Interest cost
|
10,279
|
|
10,228
|
|
|
20,536
|
|
20,804
|
|
|
140
|
|
212
|
|
|
361
|
|
423
|
|
||||||||
Expected return on plan assets
|
(14,854
|
)
|
(15,255
|
)
|
|
(29,710
|
)
|
(30,182
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
Amortization of prior service cost
|
26
|
|
111
|
|
|
51
|
|
253
|
|
|
(816
|
)
|
—
|
|
|
(1,716
|
)
|
—
|
|
||||||||
Recognized net actuarial loss
|
—
|
|
29,900
|
|
|
1,062
|
|
29,900
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
Net periodic benefit cost (benefit)
|
$
|
(4,293
|
)
|
$
|
25,189
|
|
|
$
|
(7,531
|
)
|
$
|
21,364
|
|
|
$
|
(672
|
)
|
$
|
218
|
|
|
$
|
(1,347
|
)
|
$
|
435
|
|
|
Pension benefits
|
||||||||||||||
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of operations
|
$
|
—
|
|
|
$
|
29,499
|
|
|
$
|
954
|
|
|
$
|
29,499
|
|
Selling, general and administrative expenses
|
—
|
|
|
401
|
|
|
106
|
|
|
401
|
|
||||
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Total
|
$
|
—
|
|
|
$
|
29,900
|
|
|
$
|
1,062
|
|
|
$
|
29,900
|
|
(in thousands)
|
June 30, 2017
|
December 31, 2016
|
||||
United States
|
$
|
118,130
|
|
$
|
9,800
|
|
Foreign
|
13,268
|
|
14,241
|
|
||
Total revolving debt
|
$
|
131,398
|
|
$
|
24,041
|
|
•
|
6.00
:1.0 for the quarter ending September 30, 2017,
|
•
|
8.50
:1.0 for each of the quarters ending December 31, 2017 and March 31, 2018,
|
•
|
6.25
:1.0 for the quarter ending June 30, 2018,
|
•
|
4.00
:1.0 for the quarter ending September 30, 2018,
|
•
|
3.75
:1.0 for the quarter ending December 31, 2018,
|
•
|
3.25
:1.0 for each of the quarters ending March 31, 2019 and June 30, 2019, and
|
•
|
3.00
:1.0 for each of the quarters ending September 30, 2019 and each quarter thereafter.
|
•
|
1.50
:1.0 for the quarter ending September 30, 2017,
|
•
|
1.00
:1.0 for each of the quarters ending December 31, 2017 and March 31, 2018,
|
•
|
1.25
:1.0 for the quarter ending June 30, 2018,
|
•
|
1.50
:1.0 for each of the quarters ending September 30, 2018 and December 31, 2018,
|
•
|
1.75
:1.0 for each of the quarters ending March 31, 2019 and June 30, 2019, and
|
•
|
2.00
:1.0 for each of the quarters ending September 30, 2019 and each quarter thereafter.
|
|
Asset and Liability Derivative
|
|||||
(in thousands)
|
June 30, 2017
|
December 31, 2016
|
||||
Derivatives designated as hedges:
|
|
|
||||
Foreign exchange contracts:
|
|
|
||||
Location of FX forward contracts designated as hedges:
|
|
|
||||
Accounts receivable-other
|
$
|
2,992
|
|
$
|
3,805
|
|
Other assets
|
69
|
|
665
|
|
||
Accounts payable
|
5,214
|
|
1,012
|
|
||
Other liabilities
|
60
|
|
213
|
|
||
|
|
|
||||
Derivatives not designated as hedges:
|
|
|
||||
Foreign exchange contracts:
|
|
|
||||
Location of FX forward contracts not designated as hedges:
|
|
|
||||
Accounts receivable-other
|
$
|
28
|
|
$
|
105
|
|
Other assets
|
7
|
|
—
|
|
||
Accounts payable
|
71
|
|
403
|
|
||
Other liabilities
|
—
|
|
7
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
(in thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
|
|
|
|
||||||||
Amount of gain (loss) recognized in other comprehensive income
|
$
|
(3,657
|
)
|
$
|
847
|
|
|
$
|
2,244
|
|
4,057
|
|
|
Effective portion of gain (loss) reclassified from AOCI into earnings by location:
|
|
|
|
|
|
||||||||
Revenues
|
714
|
|
1,261
|
|
|
6,002
|
|
2,584
|
|
||||
Cost of operations
|
(49
|
)
|
10
|
|
|
(46
|
)
|
33
|
|
||||
Other-net
|
885
|
|
(578
|
)
|
|
492
|
|
(620
|
)
|
||||
Portion of gain (loss) recognized in income that is excluded from effectiveness testing by location:
|
|
|
|
|
|
||||||||
Other-net
|
(113
|
)
|
1,219
|
|
|
(3,519
|
)
|
1.801
|
|
||||
|
|
|
|
|
|
||||||||
Derivatives not designated as hedges:
|
|
|
|
|
|
||||||||
Forward contracts
|
|
|
|
|
|
||||||||
Loss recognized in income by location:
|
|
|
|
|
|
||||||||
Other-net
|
$
|
(36
|
)
|
$
|
(303
|
)
|
|
$
|
(345
|
)
|
$
|
(413
|
)
|
(in thousands)
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
December 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Commercial paper
|
$
|
6,734
|
|
|
$
|
—
|
|
|
$
|
6,734
|
|
|
$
|
—
|
|
Certificates of deposit
|
2,251
|
|
|
—
|
|
|
2,251
|
|
|
—
|
|
||||
Mutual funds
|
1,152
|
|
|
—
|
|
|
1,152
|
|
|
—
|
|
||||
Corporate bonds
|
750
|
|
|
750
|
|
|
—
|
|
|
—
|
|
||||
U.S. Government and agency securities
|
7,104
|
|
|
7,104
|
|
|
—
|
|
|
—
|
|
||||
Total fair value of available-for-sale securities
|
$
|
17,991
|
|
|
$
|
7,854
|
|
|
$
|
10,137
|
|
|
$
|
—
|
|
Derivatives
|
June 30, 2017
|
|
December 31, 2016
|
||||||
Forward contracts to purchase/sell foreign currencies
|
$
|
(2,248
|
)
|
|
$
|
2,940
|
|
•
|
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.
|
•
|
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 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, 2017
and
December 31, 2016
.
|
(in thousands)
|
2017
|
2016
|
||||
Accrued capital expenditures in accounts payable
|
$
|
703
|
|
$
|
3,920
|
|
•
|
$4.5 million
and
$1.6 million
of intangible amortization expense in the second quarters of 2017 and 2016, respectively, and
$10.5 million
and
$3.1 million
of expense in the first six months of 2017 and 2016, respectively. We expect intangible amortization expense of
$7.3 million
in the second half of 2017. We expect
$17.8 million
of amortization expense in the full year 2017 compared to $19.9 million of amortization in the full year 2016.
|
•
|
$1.6 million
and
$4.3 million
of restructuring expense was recognized in the second quarter and first six months of 2017, respectively, compared to
$30.5 million
and
$32.6 million
of restructuring expense in the second quarter and first six months of 2016, respectively, which related to restructuring activities announced in prior years. The actions restructured our business that serves the power generation market in advance of lower demand projected for power generation from coal in the United States.
|
•
|
$0.5 million
and
$0.9 million
and of expense directly related to the spin-off from our former Parent was recognized in the second quarter and first six months of 2017, respectively, compared to $1.1 million and $3.0 million in the second quarter and first six months of 2016, respectively. The costs were primarily attributable to employee retention awards.
|
•
|
$3.7 million
of interest payable was awarded by the court based on the outcome of our appeal of the November 21, 2016 Arkansas River Power Authority ("ARPA") trial verdict, which was recorded as an increase in interest expense during the second quarter of 2017.
|
•
|
$0.9 million
and
$1.9 million
of selling, general and administrative ("SG&A") expenses in the second quarters of 2017 and 2016 associated with acquisition and integration costs related to SPIG and Universal, respectively, and
$2.9 million
and
$1.9 million
of acquisition and integration costs in the first six months of 2017 and 2016, respectively.
|
•
|
$29.9 million
actuarially determined mark to market pension loss in the second quarter of 2016 triggered by the closure of our West Point, Mississippi manufacturing facility in May 2017 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.
$1.1 million
of actuarially determined mark to market were recognized in the first six months of 2017, which relate to lump sum settlement payments from our Canadian pension plan in the first quarter of 2017.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||
(In thousands)
|
2017
|
2016
|
$ Change
|
|
2017
|
2016
|
$ Change
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||||||
Power segment
|
$
|
213,756
|
|
$
|
261,841
|
|
$
|
(48,085
|
)
|
|
$
|
410,052
|
|
$
|
550,544
|
|
$
|
(140,492
|
)
|
Renewable segment
|
48,074
|
|
85,476
|
|
(37,402
|
)
|
|
153,610
|
|
169,249
|
|
(15,639
|
)
|
||||||
Industrial segment
|
90,229
|
|
38,005
|
|
52,224
|
|
|
182,446
|
|
70,471
|
|
111,975
|
|
||||||
Eliminations
|
(2,230
|
)
|
(2,114
|
)
|
(116
|
)
|
|
(5,175
|
)
|
(2,940
|
)
|
(2,235
|
)
|
||||||
|
349,829
|
|
383,208
|
|
(33,379
|
)
|
|
740,933
|
|
787,324
|
|
(46,391
|
)
|
||||||
Gross profit (loss):
|
|
|
|
|
|
|
|
||||||||||||
Power segment
|
49,061
|
|
62,475
|
|
(13,414
|
)
|
|
92,024
|
|
122,007
|
|
(29,983
|
)
|
||||||
Renewable segment
|
(110,894
|
)
|
(17,503
|
)
|
(93,391
|
)
|
|
(100,300
|
)
|
(4,124
|
)
|
(96,176
|
)
|
||||||
Industrial segment
|
9,464
|
|
11,148
|
|
(1,684
|
)
|
|
24,779
|
|
18,904
|
|
5,875
|
|
||||||
Intangible amortization expense included in cost of operations
|
(3,453
|
)
|
(569
|
)
|
(2,884
|
)
|
|
(8,471
|
)
|
(1,080
|
)
|
(7,391
|
)
|
||||||
Mark to market adjustments included in cost of operations
|
—
|
|
(29,499
|
)
|
29,499
|
|
|
(954
|
)
|
(29,499
|
)
|
28,545
|
|
||||||
|
(55,822
|
)
|
26,052
|
|
(81,874
|
)
|
|
7,078
|
|
106,208
|
|
(99,130
|
)
|
||||||
SG&A expenses
|
(67,596
|
)
|
(61,902
|
)
|
(5,694
|
)
|
|
(133,518
|
)
|
(119,610
|
)
|
(13,908
|
)
|
||||||
Restructuring activities and spin-off transaction costs
|
(2,103
|
)
|
(31,616
|
)
|
29,513
|
|
|
(5,135
|
)
|
(35,626
|
)
|
30,491
|
|
||||||
Research and development costs
|
(2,901
|
)
|
(3,070
|
)
|
169
|
|
|
(5,163
|
)
|
(5,912
|
)
|
749
|
|
||||||
Intangible amortization expense included in SG&A
|
(988
|
)
|
(1,026
|
)
|
38
|
|
|
(1,982
|
)
|
(2,053
|
)
|
71
|
|
||||||
Mark to market adjustment included in SG&A
|
—
|
|
(401
|
)
|
401
|
|
|
(106
|
)
|
(401
|
)
|
295
|
|
||||||
Equity in income (loss) of investees
|
2,961
|
|
(616
|
)
|
3,577
|
|
|
3,579
|
|
2,060
|
|
1,519
|
|
||||||
Impairment of equity method investment
|
(18,193
|
)
|
—
|
|
(18,193
|
)
|
|
(18,193
|
)
|
—
|
|
(18,193
|
)
|
||||||
Gains (losses) on asset disposals, net
|
(4
|
)
|
(6
|
)
|
2
|
|
|
(4
|
)
|
15
|
|
(19
|
)
|
||||||
Operating income (loss)
|
$
|
(144,646
|
)
|
$
|
(72,585
|
)
|
$
|
(72,061
|
)
|
|
$
|
(153,444
|
)
|
$
|
(55,319
|
)
|
$
|
(98,125
|
)
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||
(In thousands)
|
2017
|
2016
|
$ Change
|
|
2017
|
2016
|
$ Change
|
||||||||||||
Revenues
|
$
|
213,756
|
|
$
|
261,841
|
|
$
|
(48,085
|
)
|
|
$
|
410,052
|
|
$
|
550,544
|
|
$
|
(140,492
|
)
|
Gross profit
|
$
|
49,061
|
|
$
|
62,475
|
|
$
|
(13,414
|
)
|
|
$
|
92,024
|
|
$
|
122,007
|
|
$
|
(29,983
|
)
|
Gross margin %
|
23
|
%
|
24
|
%
|
|
|
22
|
%
|
22
|
%
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||
(In thousands)
|
2017
|
2016
|
$ Change
|
|
2017
|
2016
|
$ Change
|
||||||||||||
Revenues
|
$
|
48,074
|
|
$
|
85,476
|
|
$
|
(37,402
|
)
|
|
$
|
153,610
|
|
$
|
169,249
|
|
$
|
(15,639
|
)
|
Gross profit (loss)
|
$
|
(110,894
|
)
|
$
|
(17,503
|
)
|
$
|
(93,391
|
)
|
|
$
|
(100,300
|
)
|
$
|
(4,124
|
)
|
$
|
(96,176
|
)
|
Gross margin %
|
(231
|
)%
|
(20
|
)%
|
|
|
(65
|
)%
|
(2
|
)%
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||
(In thousands)
|
2017
|
2016
|
$ Change
|
|
2017
|
2016
|
$ Change
|
||||||||||||
Revenues
|
$
|
90,229
|
|
$
|
38,005
|
|
$
|
52,224
|
|
|
$
|
182,446
|
|
$
|
70,471
|
|
$
|
111,975
|
|
Gross profit
|
$
|
9,464
|
|
$
|
11,148
|
|
$
|
(1,684
|
)
|
|
$
|
24,779
|
|
$
|
18,904
|
|
$
|
5,875
|
|
Gross margin %
|
10
|
%
|
29
|
%
|
|
|
|
14
|
%
|
27
|
%
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||
(In thousands)
|
2017
|
2016
|
$ Change
|
|
2017
|
2016
|
$ Change
|
||||||||||||
Income (loss) before income taxes
|
$
|
(148,888
|
)
|
$
|
(72,433
|
)
|
$
|
(76,455
|
)
|
|
$
|
(159,696
|
)
|
$
|
(55,214
|
)
|
$
|
(104,482
|
)
|
Income tax expense (benefit)
|
$
|
1,962
|
|
$
|
(9,033
|
)
|
$
|
10,995
|
|
|
$
|
(2,005
|
)
|
$
|
(2,407
|
)
|
$
|
402
|
|
Effective tax rate
|
(1.3
|
)%
|
12.5
|
%
|
|
|
1.3
|
%
|
4.4
|
%
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
(In thousands)
|
2017
|
2016
|
|
2017
|
2016
|
||||||||
United States
|
$
|
(28,742
|
)
|
$
|
(40,754
|
)
|
|
$
|
(37,417
|
)
|
$
|
(29,826
|
)
|
Other than United States
|
(120,146
|
)
|
(31,679
|
)
|
|
(122,279
|
)
|
(25,388
|
)
|
||||
Income (loss) before income taxes
|
$
|
(148,888
|
)
|
$
|
(72,433
|
)
|
|
$
|
(159,696
|
)
|
$
|
(55,214
|
)
|
•
|
6.00
:1.0 for the quarter ending September 30, 2017,
|
•
|
8.50
:1.0 for each of the quarters ending December 31, 2017 and March 31, 2018,
|
•
|
6.25
:1.0 for the quarter ending June 30, 2018,
|
•
|
4.00
:1.0 for the quarter ending September 30, 2018,
|
•
|
3.75
:1.0 for the quarter ending December 31, 2018,
|
•
|
3.25
:1.0 for each of the quarters ending March 31, 2019 and June 30, 2019, and
|
•
|
3.00
:1.0 for each of the quarters ending September 30, 2019 and each quarter thereafter.
|
•
|
1.50
:1.0 for the quarter ending September 30, 2017,
|
•
|
1.00
:1.0 for each of the quarters ending December 31, 2017 and March 31, 2018,
|
•
|
1.25
:1.0 for the quarter ending June 30, 2018,
|
•
|
1.50
:1.0 for each of the quarters ending September 30, 2018 and December 31, 2018,
|
•
|
1.75
:1.0 for each of the quarters ending March 31, 2019 and June 30, 2019, and
|
•
|
2.00
:1.0 for each of the quarters ending September 30, 2019 and each quarter thereafter.
|
•
|
Providing supplemental training for Vølund's on-site personnel on the design of our project accounting review and financial reporting process.
|
•
|
Improving the quality and number of on-site personnel supporting Vølund's European renewable energy projects, including supplementing their resources with personnel from our Power segment.
|
•
|
Enhancing our policies and procedures related to the timely accumulation of information used in our periodic project accounting reviews, and documentation of judgments made as a result of such reviews.
|
•
|
Implementing vendor inquiry and invoice reconciliation controls on each project.
|
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, 2017 - April 30, 2017
|
|
—
|
|
$—
|
—
|
|
$100,000
|
||||
May 1, 2017 - May 31, 2017
|
|
981
|
|
$—
|
—
|
|
$100,000
|
||||
June 1, 2017 - June 30, 2017
|
|
1,704
|
|
$—
|
—
|
|
$100,000
|
||||
Total
|
|
2,685
|
|
|
—
|
|
|
(1)
|
The shares repurchased during May and June 2017 shown in the table above are those repurchased pursuant to the provisions of employee benefit plans that require us to repurchase shares to satisfy employee statutory income tax withholding obligations.
|
(2)
|
On August 4, 2016, we announced that our board of directors authorized the repurchase of an indeterminate number of our shares of common stock in the open market at an aggregate market value of up to $100 million over the next twenty-four months. As of August 1, 2017, we have not made any share repurchases under the August 4, 2016 share repurchase authorization.
|
|
Form of Performance Unit Award Grant Agreement (Cash Settled)
|
|
|
|
|
|
Form of Special Restricted Stock Unit Award Grant Agreement
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer
|
|
|
|
|
|
Section 1350 certification of Chief Executive Officer
|
|
|
|
|
|
Section 1350 certification of Chief Financial Officer
|
|
|
|
|
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, 2017
|
|
|
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)
|
1.
|
RSU Award
. You have been awarded
<shares_awarded>
RSUs. Each RSU represents a right to receive one Share after the vesting of such RSU, as set forth in, and subject to,
Section 2
below.
|
2.
|
Vesting Requirements
. Subject to
Section 4
below, the RSUs will become vested under one or more of the circumstances described in this
Section 2
(each such circumstance, a “
Vesting Date
”).
|
(a)
|
Normal Vesting
. Provided you are continuously employed with BW through each applicable vest date, the RSUs will vest in two equal tranches on each of the second anniversary of the Date of Grant and the third anniversary of the Date of Grant.
|
(b)
|
Reduction in Force
. In the event that your employment with BW is terminated by reason of a Reduction in Force (as defined below) on or after the first anniversary of the Date of Grant, then (i) 25% of the then-remaining outstanding RSUs will vest on the date of such termination if the termination occurs prior to the second anniversary of the Date of Grant and (ii) 50% of the then-remaining outstanding RSUs will vest on the date of such termination if the termination occurs on or after the second anniversary of the Date of Grant. For purposes of this Agreement, the term “
Reduction in Force
” means a termination of employment under circumstances that would result in the payment of benefits under The Babcock & Wilcox Employee Severance Plan or a successor plan (as may be amended) whether or not you are a participant in such plan, termination of employment in connection with a voluntary exit incentive program, or termination of employment under other circumstances which the Committee designates as a reduction in force.
|
(c)
|
Death; Disability; Change in Control
. 100% of the then-remaining outstanding RSUs will vest on the earliest to occur prior to the third anniversary of the Date of Grant of: (i) the date of termination of your employment from BW due to death, (ii) your Disability or (iii) to the extent provided under
Section 3
below, a Change in Control.
|
(d)
|
Other Vesting
. The Committee may provide for additional vesting under other circumstances, in its sole discretion, to the extent permitted under the Plan.
|
3.
|
Change in Control Vesting
|
(a)
|
If you remain employed by BW throughout the period beginning on the Date of Grant and ending on the date of a Change in Control, you will become 100% vested in all outstanding unvested RSUs evidenced by this Agreement upon the Change in Control, except to the extent that a Replacement Award (as defined in subsection (d)) is provided to you to replace, adjust or continue the award of RSUs covered by this Agreement (the “
Replaced Award
”). If a Replacement Award is provided, references to the RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control.
|
(b)
|
If, upon or after receiving a Replacement Award, you experience a termination of employment with BW (or any successor) (the “
Successor
”) by reason of you terminating employment for Good Reason or the Successor terminating your employment other than for Cause, in each case within a period of two years after the Change in Control and at a time when the Replacement Award has not vested or been forfeited, you shall become 100% vested in the Replacement Award upon such termination.
|
(c)
|
For purposes of this Agreement, a “
Replacement Award
” means an award: (i) of the same type (e.g., restricted stock units) as the Replaced Award; (ii) that has a value at least equal to the value of the Replaced Award; (iii) that relates to publicly traded equity securities of BW or its successor in the Change in Control or another entity that is affiliated with BW or its successor following the Change in Control; (iv) if your holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which under the Code are not less favorable to you than the tax consequences of the Replaced Award; and (v) the other terms and conditions of which are not less favorable to you than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this
Section 3(c)
are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
|
(d)
|
For purposes of this Agreement, “
Cause
” means:
(i) your willful and continued failure to perform substantially your duties with the Company or an affiliate of the Company (occasioned by reason other than your physical or mental illness or disability) after a written demand for substantial performance is delivered to you by BW or its successor which specifically identifies the manner in which BW or its successor believes that you have not substantially performed your duties, after which you shall have thirty (30) days to defend or remedy such failure to substantially perform your duties; (ii) your willful engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to BW or its successor; or (iii) your conviction with no further possibility of appeal for, or plea of guilty or nolo contendere by you to, any felony.
If, immediately prior to your cessation of employment, you hold a position with BW such that your compensation is regularly subject to review by the Committee, then t
he cessation of your employment under subparagraph (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Committee at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with your counsel, to be heard before such Committee), finding that, in the good faith opinion of such Committee, you are guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.
|
(e)
|
A termination “
for Good Reason
” shall mean your termination of employment with the Successor as a result of the occurrence, without your consent, of one or more of the following events:
|
(i)
|
a material diminution in your duties or responsibilities from those applicable immediately before the date on which a Change in Control occurs;
|
(ii)
|
a material reduction in your annual rate of base salary or target bonus as in effect on the Change in Control or as either of the same may be increased from time to time thereafter;
|
(iii)
|
a material reduction in the amount of your annual target long-term incentive compensation opportunity (whether payable in cash, common stock or a combination thereof) as in effect on the Change in Control or as the same may be increased from time to time thereafter, unless such material reduction applies to all similarly situated executives of BW or its successor and the parent corporation resulting from the Change in Control; and provided that for the avoidance of doubt, a material reduction of such annual target long-term incentive compensation opportunity shall not be deemed to occur solely because such opportunity becomes payable solely in cash; or
|
(iv)
|
a change in the location of your principal place of employment with the Successor by more than fifty (50) miles from the location where you were principally employed immediately before the Change in Control.
|
4.
|
Forfeiture of RSUs
.
|
(a)
|
RSUs which are not or do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect.
|
(b)
|
Notwithstanding any other provision hereof, upon any vesting event with respect to the RSUs hereunder, the number of RSUs that would otherwise vest shall be reduced, but not below zero, by the number of Previously Awarded Units (as defined below) that vested prior to, or that are vesting as of (e.g., as a result of a termination event or Change in Control resulting in vesting hereunder and in respect of Previously Awarded Units), such vesting event, provided that (x) any Previously Awarded Unit taken into account to reduce the number of RSUs vesting hereunder on one vesting date shall not be taken into account on any subsequent vesting date and (y) the number of RSUs that vest on a particular vesting date shall not be retroactively adjusted (or subject to recoupment) based upon a subsequent vesting event with respect to Previously Awarded Units. Any RSUs that would have vested pursuant to this Agreement but for this paragraph shall terminate and be of no force or effect, effective upon the date they otherwise would have vested. For purposes hereof, “
Previously Awarded Units
” means the performance-based restricted stock units granted to you in calendar years 2016 and 2017.
|
(c)
|
In the event that (i) you are convicted of (A) a felony or (B) a misdemeanor involving fraud, dishonesty or moral turpitude, or (ii) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of BW, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions of this paragraph are in addition to the provisions of
Section 11
below. Notwithstanding the foregoing, the provisions of this Section 4(c) shall cease to apply as of a Change in Control.
|
5.
|
Settlement of RSUs
.
|
(a)
|
Not in Connection With Change in Control
. If settlement is not occurring in connection with or following a Change in Control, vested RSUs shall be settled in Shares, which Shares shall be distributed as soon as administratively practicable after the applicable Vesting Date, but in no event later than March 15 following the end of the calendar year in which such Vesting Date occurs.
|
(b)
|
Change in Control
.
|
(i)
|
Notwithstanding anything in this Agreement to the contrary, to the extent any RSUs are vested as of a Change in Control, such vested RSUs shall be settled in Shares within 10 business days of the Change in Control.
|
(ii)
|
Notwithstanding anything in this Agreement to the contrary, if, during the two-year period following a Change in Control, you experience a termination of employment, the RSUs that are vested as of the date of such termination of employment shall be settled for Shares within 10 business days of such termination of employment.
|
6.
|
Dividends, Voting Rights and Other Rights
. You shall have no rights of ownership in the Shares underlying the RSUs and shall have no right to vote such Shares until the date on which the Shares are transferred to you pursuant hereto. To the extent that cash dividends are otherwise paid with respect to Shares, dividend equivalents will be credited with respect to the Shares underlying the RSUs and shall vest at the same time and to the same extent as the related RSUs vest. Vested dividend equivalents shall be paid at the same time the underlying Shares are transferred to you, with no earnings accruing thereon. Dividend equivalents credited with respect to RSUs that do not vest shall be forfeited at the same time the related RSUs are forfeited.
|
7.
|
Taxes
.
|
(a)
|
You will realize income in connection with this RSU grant in accordance with the tax laws of the jurisdiction that is applicable to you. You should consult your tax advisor as to the federal and/or state income or other tax consequences associated with this RSU grant as it relates to your specific circumstances.
|
(b)
|
By acceptance of this award, you agree that any amount which BW or its successor is required to withhold on your behalf, including state income tax and FICA withholding, in connection with income realized by you under this award or as otherwise required under applicable law will be satisfied by withholding Shares otherwise deliverable to you and having an aggregate fair market value as near equal in value but not exceeding the amount of such required tax withholding.
|
8.
|
Transferability
. RSUs granted hereunder are non-transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.
|
9.
|
Adjustments
. The RSUs and the number of Shares issuable for each RSU and the other terms and conditions of the grant evidenced by this Agreement (including, without limitation, the provisions of
Section 4(b)
above) are subject to mandatory adjustment as provided in Section 4.4 of the Plan.
|
10.
|
Compliance with Section 409A of the Code
. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by BW without your consent). If the RSUs are “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder) and become payable on your “separation from service” with BW and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and you are a “specified employee” as determined pursuant to procedures adopted by BW in compliance with Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code and avoid any additional taxes thereunder, settlement of the RSUs shall be made on the earlier of the fifth business day of the seventh month after the date of your “separation from service” with BW and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or your death.
|
11.
|
Clawback Provisions
.
|
(a)
|
Recovery of RSUs
. In the event that BW is required to prepare an accounting restatement due to the material noncompliance of BW with any financial reporting requirement under the U.S. federal securities laws as a result of fraud (a “
Restatement
”) and the Board reasonably determines that you knowingly engaged in the fraud, BW will have the right to recover the RSUs granted during the three-year period preceding the date on which the Board or BW, as applicable, determines it is required to prepare the Restatement (the “
Three-Year Period
”), or vested in whole or in part during the Three-Year Period, to the extent of any excess of what would have been granted to or would have vested for you under the Restatement.
|
(b)
|
Recovery Process
. In the event a Restatement is required, the Board, based upon a recommendation by the Committee, will (i) review the RSUs either granted or vested in whole or in part during the Three-Year Period and (ii) in accordance with the provisions of this Agreement and the Plan, take reasonable action to seek recovery of the amount of such RSUs in excess of what would have been granted to or would have vested for you under the Restatement (but in no event more than the total amount of such RSUs), as such excess amount is reasonably determined by the Board in its sole discretion, in compliance with Section 409A of the Code. There shall be no duplication of recovery under Article 20 of the Plan and any of 15 U.S.C. Section 7243 (Section 304 of The Sarbanes-Oxley Act of 2002) and Section 10D of the Exchange Act. The clawback provisions of this Agreement are in addition to the forfeiture provisions contained in
Section 4
above.
|
(c)
|
Compensation Recovery Policy
. Notwithstanding anything in this Agreement to the contrary, you acknowledge and agree that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the BW’s clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Exchange Act, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Shares may be traded) (the “
Compensation Recovery Policy
”), and that the terms of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.
|
12.
|
Amendments
. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the Amendment is applicable hereto;
provided
,
however
, that (a) no amendment shall adversely affect your rights under this Agreement without your written consent, and (b) your consent shall not be required to an amendment that is deemed necessary by BW to ensure compliance with Section 409A of the Code or Section 10D of the Exchange Act.
|
13.
|
Severability
. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
|
14.
|
Governing Law
. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.
|
15.
|
Successors and Assigns
. Without limiting
Section 8
hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of BW.
|
16.
|
Acknowledgement
. You acknowledge that you (a) have received a copy of the Plan, (b) have had an opportunity to review the terms of this Agreement and the Plan, (c) understand the terms and conditions of this Agreement and the Plan and (d) agree to such terms and conditions.
|
17.
|
Other Information
. Neither the action of BW in establishing the Plan, nor any action taken by it, by the Committee or by your employer, nor any provision of the Plan or this Agreement shall be construed as conferring upon you the right to be retained in the employ of BW.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Babcock & Wilcox Enterprises, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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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
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d.
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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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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):
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a.
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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
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b.
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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.
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August 9, 2017
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/s/ E. James Ferland
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E. James Ferland
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Chairman and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Babcock & Wilcox Enterprises, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:f
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a.
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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;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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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
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d.
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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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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):
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a.
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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
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b.
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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.
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August 9, 2017
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/s/ Jenny L. Apker
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Jenny L. Apker
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Senior Vice President and Chief Financial Officer
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(1)
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the Company’s Quarterly Report on Form 10-Q for the quarter and six months ended June 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of B&W as of the dates and for the periods expressed in the Report.
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Dated: August 9, 2017
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/s/ E. James Ferland
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E. James Ferland
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Chairman and Chief Executive Officer
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(1)
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the Company’s Quarterly Report on Form 10-Q for the quarter and six months ended June 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of B&W as of the dates and for the periods expressed in the Report.
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Dated: August 9, 2017
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/s/ Jenny L. Apker
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Jenny L. Apker
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Senior Vice President and Chief Financial Officer
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