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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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2018
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2017
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2018
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2017
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||||||||
Revenues
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$
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291,337
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$
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306,231
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$
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544,513
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$
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654,303
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Costs and expenses:
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||||||||
Cost of operations
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332,403
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375,824
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609,748
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674,282
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||||
Selling, general and administrative expenses
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52,248
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57,370
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114,746
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114,056
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||||
Goodwill impairment
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37,540
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—
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37,540
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—
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||||
Restructuring activities and spin-off transaction costs
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3,826
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1,952
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10,688
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4,984
|
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||||
Research and development costs
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1,287
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2,437
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2,429
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4,230
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Loss on asset disposals, net
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1,384
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2
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1,384
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2
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Total costs and expenses
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428,688
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437,585
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776,535
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797,554
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Equity in income and impairment of investees
|
—
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(15,232
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)
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(11,757
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)
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(14,614
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)
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||||
Operating loss
|
(137,351
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)
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(146,586
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)
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(243,779
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)
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(157,865
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)
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Other income (expense):
|
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Interest income
|
107
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125
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|
|
260
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|
237
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||||
Interest expense
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(11,877
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)
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(6,283
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)
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(25,329
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)
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(7,986
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)
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||||
Loss on debt extinguishment
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(49,241
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)
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—
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(49,241
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)
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—
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Benefit plans, net
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7,086
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5,249
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14,083
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9,462
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Foreign exchange
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(20,198
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)
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2,294
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(17,741
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)
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2,339
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Other – net
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(131
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)
|
43
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266
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78
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Total other income (expense)
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(74,254
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)
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1,428
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(77,702
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)
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4,130
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Loss before income tax expense (benefit)
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(211,605
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)
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(145,158
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)
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(321,481
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)
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(153,735
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)
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Income tax expense (benefit)
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(1,934
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)
|
3,458
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5,029
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346
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Loss from continuing operations
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(209,671
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)
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(148,616
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)
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(326,510
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)
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(154,081
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)
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Loss from discontinued operations, net of tax
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(55,932
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)
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(2,234
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)
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(59,428
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)
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(3,610
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)
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Net loss
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(265,603
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)
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(150,850
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)
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(385,938
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)
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(157,691
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)
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Net income attributable to noncontrolling interest
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(165
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)
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(149
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)
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(263
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)
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(353
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)
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Net loss attributable to stockholders
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$
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(265,768
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)
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$
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(150,999
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)
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$
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(386,201
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)
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$
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(158,044
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)
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Basic and diluted loss per share - continuing operations
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$
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(1.68
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)
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$
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(3.05
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)
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$
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(3.85
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)
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$
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(3.16
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)
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Basic and diluted loss per share - discontinued operations
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(0.44
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)
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(0.04
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)
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(0.70
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)
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(0.08
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)
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Basic and diluted loss per share
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$
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(2.12
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)
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$
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(3.09
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)
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$
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(4.55
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)
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$
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(3.24
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)
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Shares used in the computation of earnings per share:
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Basic and diluted
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125,207
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48,854
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84,921
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48,797
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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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2018
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2017
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2018
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2017
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Net loss
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$
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(265,603
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)
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$
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(150,850
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)
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$
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(385,938
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)
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$
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(157,691
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)
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Other comprehensive income (loss):
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Currency translation adjustments (CTA), net of taxes
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8,517
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6,757
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11,740
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12,174
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Reclassification adjustment for CTA gains included in net loss, net of taxes
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—
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—
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(2,044
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)
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—
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Derivative financial instruments:
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Unrealized (gains) losses on derivative financial instruments
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(602
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)
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(3,657
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)
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999
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2,244
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|
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Income taxes
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(89
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)
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(1,453
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)
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288
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(139
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)
|
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Unrealized (gains) losses on derivative financial instruments, net of taxes
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(513
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)
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(2,204
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)
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711
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2,383
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|
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Derivative financial instrument (gains) losses reclassified into net income
|
489
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(1,550
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)
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(1,139
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)
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(6,448
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)
|
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Income taxes
|
108
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(892
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)
|
|
(248
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)
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(1,947
|
)
|
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Reclassification adjustment for (gains) losses included in net loss, net of taxes
|
381
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(658
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)
|
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(891
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)
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(4,501
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)
|
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Benefit obligations:
|
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|
||||||||
Unrealized gains (losses) on benefit obligations
|
112
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(97
|
)
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57
|
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(141
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)
|
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Unrealized gains (losses) on benefit obligations, net of taxes
|
112
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(97
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)
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57
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(141
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)
|
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Amortization of benefit plan benefits
|
(1,366
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)
|
(789
|
)
|
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(1,750
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)
|
(1,662
|
)
|
||||
Income taxes
|
1,892
|
|
11
|
|
|
1,892
|
|
20
|
|
||||
Amortization of benefit plan benefits, net of taxes
|
(3,258
|
)
|
(800
|
)
|
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(3,642
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)
|
(1,682
|
)
|
||||
|
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Other
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—
|
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(20
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)
|
|
(38
|
)
|
14
|
|
||||
|
|
|
|
|
|
||||||||
Other comprehensive income
|
5,239
|
|
2,978
|
|
|
5,893
|
|
8,247
|
|
||||
Total comprehensive loss
|
(260,364
|
)
|
(147,872
|
)
|
|
(380,045
|
)
|
(149,444
|
)
|
||||
Comprehensive income (loss) attributable to noncontrolling interest
|
(125
|
)
|
164
|
|
|
(198
|
)
|
(26
|
)
|
||||
Comprehensive loss attributable to stockholders
|
$
|
(260,489
|
)
|
$
|
(147,708
|
)
|
|
$
|
(380,243
|
)
|
$
|
(149,470
|
)
|
(in thousands, except per share amount)
|
June 30, 2018
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
28,512
|
|
$
|
43,717
|
|
Restricted cash and cash equivalents
|
32,302
|
|
25,980
|
|
||
Accounts receivable – trade, net
|
236,718
|
|
252,508
|
|
||
Accounts receivable – other
|
37,807
|
|
78,813
|
|
||
Contracts in progress
|
149,040
|
|
135,811
|
|
||
Inventories
|
67,274
|
|
72,917
|
|
||
Other current assets
|
37,787
|
|
34,039
|
|
||
Current assets of discontinued operations
|
83,331
|
|
88,472
|
|
||
Total current assets
|
672,771
|
|
732,257
|
|
||
Net property, plant and equipment
|
105,765
|
|
114,707
|
|
||
Goodwill
|
47,179
|
|
85,678
|
|
||
Deferred income taxes
|
99,080
|
|
97,467
|
|
||
Investments in unconsolidated affiliates
|
8,421
|
|
43,278
|
|
||
Intangible assets
|
36,368
|
|
42,065
|
|
||
Other assets
|
28,013
|
|
25,741
|
|
||
Noncurrent assets of discontinued operations
|
106,510
|
|
181,036
|
|
||
Total assets
|
$
|
1,104,107
|
|
$
|
1,322,229
|
|
|
|
|
||||
Foreign revolving credit facilities
|
$
|
4,124
|
|
$
|
9,173
|
|
Second lien term loan facility
|
—
|
|
160,141
|
|
||
Accounts payable
|
191,664
|
|
205,396
|
|
||
Accrued employee benefits
|
27,072
|
|
27,058
|
|
||
Advance billings on contracts
|
149,768
|
|
171,997
|
|
||
Accrued warranty expense
|
53,138
|
|
33,514
|
|
||
Other accrued liabilities
|
88,351
|
|
89,549
|
|
||
Current liabilities of discontinued operations
|
57,316
|
|
47,499
|
|
||
Total current liabilities
|
571,433
|
|
744,327
|
|
||
U.S. revolving credit facility
|
196,300
|
|
94,300
|
|
||
Pension and other accumulated postretirement benefit liabilities
|
235,369
|
|
250,002
|
|
||
Other noncurrent liabilities
|
37,214
|
|
29,897
|
|
||
Noncurrent liabilities of discontinued operations
|
8,236
|
|
13,000
|
|
||
Total liabilities
|
1,048,552
|
|
1,131,526
|
|
||
Commitments and contingencies
|
|
|
||||
Stockholders' equity:
|
|
|
||||
Common stock, par value $0.01 per share, authorized 200,000 shares; issued and outstanding 168,660 and 44,065 shares at June 30, 2018 and December 31, 2017, respectively
|
1,746
|
|
499
|
|
||
Capital in excess of par value
|
1,045,901
|
|
800,968
|
|
||
Treasury stock at cost, 5,830 and 5,681 shares at June 30, 2018 and December 31, 2017, respectively
|
(105,531
|
)
|
(104,785
|
)
|
||
Retained deficit
|
(878,823
|
)
|
(492,150
|
)
|
||
Accumulated other comprehensive loss
|
(16,536
|
)
|
(22,429
|
)
|
||
Stockholders' equity attributable to shareholders
|
46,757
|
|
182,103
|
|
||
Noncontrolling interest
|
8,798
|
|
8,600
|
|
||
Total stockholders' equity
|
55,555
|
|
190,703
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,104,107
|
|
$
|
1,322,229
|
|
|
|
Six Months Ended June 30,
|
|||||
(in thousands)
|
|
2018
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|||||
Net loss
|
|
$
|
(385,938
|
)
|
$
|
(157,691
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization of long-lived assets
|
|
16,938
|
|
21,465
|
|
||
Amortization of debt issuance costs and debt discount
|
|
7,236
|
|
764
|
|
||
Loss on debt extinguishment
|
|
49,241
|
|
—
|
|
||
Goodwill impairment of discontinued operations
|
|
72,309
|
|
—
|
|
||
Goodwill impairment
|
|
37,540
|
|
—
|
|
||
Income from equity method investees
|
|
(6,605
|
)
|
(3,579
|
)
|
||
Other than temporary impairment of equity method investment in TBWES
|
|
18,362
|
|
18,193
|
|
||
Losses on asset disposals and impairments
|
|
1,934
|
|
114
|
|
||
Reserve for claims receivable
|
|
15,523
|
|
—
|
|
||
Provision for (benefit from) deferred income taxes
|
|
(1,477
|
)
|
(1,326
|
)
|
||
Mark to market gains and prior service cost amortization for pension and postretirement plans
|
|
(1,149
|
)
|
(600
|
)
|
||
Stock-based compensation, net of associated income taxes
|
|
1,030
|
|
6,522
|
|
||
Changes in assets and liabilities
|
|
|
|
||||
Accounts receivable
|
|
40,641
|
|
6,343
|
|
||
Contracts in progress and advance billings on contracts
|
|
(30,494
|
)
|
6,704
|
|
||
Inventories
|
|
5,925
|
|
3,381
|
|
||
Income taxes
|
|
(4,036
|
)
|
(899
|
)
|
||
Accounts payable
|
|
(15,103
|
)
|
25,454
|
|
||
Accrued and other current liabilities
|
|
30,051
|
|
13,839
|
|
||
Pension liabilities, accrued postretirement benefits and employee benefits
|
|
(17,579
|
)
|
(13,040
|
)
|
||
Other, net
|
|
15,008
|
|
(7,331
|
)
|
||
Net cash from operating activities
|
|
(150,643
|
)
|
(81,687
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property, plant and equipment
|
|
(4,350
|
)
|
(7,741
|
)
|
||
Acquisition of business, net of cash acquired
|
|
—
|
|
(52,547
|
)
|
||
Proceeds from sale of business
|
|
5,105
|
|
—
|
|
||
Proceeds from sale of equity method investment in a joint venture
|
|
21,078
|
|
—
|
|
||
Purchases of available-for-sale securities
|
|
(11,383
|
)
|
(20,328
|
)
|
||
Sales and maturities of available-for-sale securities
|
|
13,578
|
|
21,840
|
|
||
Other, net
|
|
189
|
|
(90
|
)
|
||
Net cash from investing activities
|
|
24,217
|
|
(58,866
|
)
|
|
|
Six Months Ended June 30,
|
|||||
(in thousands)
|
|
2018
|
2017
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings under our U.S. revolving credit facility
|
|
307,300
|
|
423,823
|
|
||
Repayments of our U.S. revolving credit facility
|
|
(205,300
|
)
|
(315,493
|
)
|
||
Repayments of our second lien term loan facility
|
|
(212,590
|
)
|
—
|
|
||
Borrowings under our foreign revolving credit facilities
|
|
—
|
|
240
|
|
||
Repayments of our foreign revolving credit facilities
|
|
(5,022
|
)
|
(2,157
|
)
|
||
Proceeds from rights offering
|
|
248,375
|
|
—
|
|
||
Costs related to rights offering
|
|
(3,225
|
)
|
—
|
|
||
Debt issuance costs
|
|
(6,736
|
)
|
(1,422
|
)
|
||
Shares of our common stock returned to treasury stock
|
|
(746
|
)
|
(873
|
)
|
||
Other, net
|
|
—
|
|
(571
|
)
|
||
Net cash from financing activities
|
|
122,056
|
|
103,547
|
|
||
Effects of exchange rate changes on cash
|
|
(7,026
|
)
|
4,049
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
|
(11,396
|
)
|
(32,957
|
)
|
||
Less net increase (decrease) in cash and cash equivalents of discontinued operations
|
|
(2,513
|
)
|
167
|
|
||
Net decrease in cash, cash equivalents and restricted cash of continuing operations
|
|
(8,883
|
)
|
(33,124
|
)
|
||
Cash, cash equivalents and restricted cash of continuing operations, beginning of period
|
|
69,697
|
|
115,196
|
|
||
Cash, cash equivalents and restricted cash of continuing operations, end of period
|
|
$
|
60,814
|
|
$
|
82,072
|
|
•
|
raised gross proceeds of
$248.4 million
on April 30, 2018 through a rights offering as described in
Note 19
(the "Rights Offering");
|
•
|
repaid on May 4, 2018 the Second Lien Term Loan Facility described in
Note 18
, which will save approximately
$25 million
in annual interest payments and
$30 million
of annual interest expense;
|
•
|
entered into an agreement on June 5, 2018 to sell our MEGTEC and Universal businesses for
$130 million
(subject to adjustment);
|
•
|
entered into an agreement on
August 9, 2018
to sell a subsidiary that holds
two
operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida for
$45 million
(subject to adjustment), as described in
Note 25
;
|
•
|
sold our equity method investments in Babcock & Wilcox Beijing Company, Ltd. ("BWBC"), a joint venture in China, and Thermax Babcock & Wilcox Energy Solutions Private Limited ("TBWES"), a joint venture in India, and settled related contractual claims, resulting in proceeds of
$21.1 million
in the second quarter of 2018 and
$15.0 million
in July 2018, respectively;
|
•
|
sold another non-core business for
$5.1 million
in the first quarter of 2018;
|
•
|
initiated restructuring actions and other additional cost reductions in the second quarter of 2018 that are designed to save approximately
$34 million
annually; and
|
•
|
entered into several waivers and amendments to avoid default to our U.S. Revolving Credit Facility as described in Note 17, the most recent of which is dated August 9, 2018. As part of this latest amendment, our lenders agreed to reduce the minimum liquidity required under the facility, which has the effect of increasing the amount we may borrow by up to
$25 million
.
Other liquidity measures that must also be completed include: a) the receipt of
$30 million
in net proceeds from the Last Out Loan, for which a binding commitment letter with Vintage Capital Management LLC, a related party, was executed on August 9, 2018, which is fully backstopped by B. Riley FBR, Inc., a related party; and b) obtaining
$25 million
of written commitments for concessions from customers on the Renewable loss contracts through a combination of cash contributions, loans and forgiveness of indebtedness and performance obligations by September 30, 2018.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
(in thousands, except per share amounts)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Loss from continuing operations
|
$
|
(209,836
|
)
|
$
|
(148,765
|
)
|
|
$
|
(326,773
|
)
|
$
|
(154,434
|
)
|
Loss from discontinued operations, net of tax
|
(55,932
|
)
|
(2,234
|
)
|
|
(59,428
|
)
|
(3,610
|
)
|
||||
Net loss attributable to shareholders
|
$
|
(265,768
|
)
|
$
|
(150,999
|
)
|
|
$
|
(386,201
|
)
|
$
|
(158,044
|
)
|
|
|
|
|
|
|
||||||||
Weighted average shares used to calculate basic and diluted earnings per share
|
125,207
|
|
48,854
|
|
|
84,921
|
|
48,797
|
|
||||
|
|
|
|
|
|
||||||||
Basic and diluted loss per share - continuing operations
|
$
|
(1.68
|
)
|
$
|
(3.05
|
)
|
|
$
|
(3.85
|
)
|
$
|
(3.16
|
)
|
Basic and diluted loss per share - discontinued operations
|
(0.44
|
)
|
(0.04
|
)
|
|
(0.70
|
)
|
(0.08
|
)
|
||||
Basic and diluted loss per share
|
$
|
(2.12
|
)
|
$
|
(3.09
|
)
|
|
$
|
(4.55
|
)
|
$
|
(3.24
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Revenue
|
$
|
58,257
|
|
$
|
43,598
|
|
|
$
|
116,439
|
|
$
|
86,630
|
|
Cost of operations
|
$
|
45,521
|
|
$
|
35,076
|
|
|
$
|
90,189
|
|
$
|
69,097
|
|
Selling, general and administrative
|
$
|
7,597
|
|
$
|
11,214
|
|
|
$
|
17,024
|
|
$
|
21,444
|
|
Goodwill impairment
|
$
|
72,309
|
|
$
|
—
|
|
|
$
|
72,309
|
|
$
|
—
|
|
Restructuring charge
|
$
|
—
|
|
$
|
151
|
|
|
$
|
—
|
|
$
|
151
|
|
Research and development
|
$
|
390
|
|
$
|
464
|
|
|
$
|
756
|
|
$
|
933
|
|
Loss on asset disposal
|
$
|
—
|
|
$
|
2
|
|
|
$
|
—
|
|
$
|
2
|
|
Operating loss
|
$
|
(67,560
|
)
|
$
|
(3,309
|
)
|
|
$
|
(63,839
|
)
|
$
|
(4,997
|
)
|
Net loss
|
$
|
(55,932
|
)
|
$
|
(2,234
|
)
|
|
$
|
(59,428
|
)
|
$
|
(3,610
|
)
|
(in thousands)
|
June 30, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
10,437
|
|
|
$
|
12,950
|
|
Accounts receivable – trade, net
|
37,821
|
|
|
39,196
|
|
||
Accounts receivable – other
|
(1,430
|
)
|
|
157
|
|
||
Contracts in progress
|
25,514
|
|
|
25,409
|
|
||
Inventories
|
8,540
|
|
|
9,245
|
|
||
Other current assets
|
2,449
|
|
|
1,515
|
|
||
Current assets of discontinued operations
|
83,331
|
|
|
88,472
|
|
||
Net property, plant and equipment
|
26,234
|
|
|
27,224
|
|
||
Goodwill
|
46,411
|
|
|
118,720
|
|
||
Deferred income taxes
|
1,462
|
|
|
359
|
|
||
Intangible assets
|
32,364
|
|
|
34,715
|
|
||
Other assets
|
39
|
|
|
18
|
|
||
Noncurrent assets of discontinued operations
|
106,510
|
|
|
181,036
|
|
||
Total assets of discontinued operations
|
$
|
189,841
|
|
|
$
|
269,508
|
|
|
|
|
|
||||
Accounts payable
|
16,520
|
|
|
19,838
|
|
||
Accrued employee benefits
|
3,027
|
|
|
3,095
|
|
||
Advance billings on contracts
|
12,521
|
|
|
9,073
|
|
||
Accrued warranty expense
|
5,645
|
|
|
5,506
|
|
||
Other accrued liabilities
|
19,603
|
|
|
9,987
|
|
||
Current liabilities of discontinued operations
|
57,316
|
|
|
47,499
|
|
||
Pension and other accumulated postretirement benefit liabilities
|
6,231
|
|
|
6,388
|
|
||
Other noncurrent liabilities
|
2,005
|
|
|
6,612
|
|
||
Noncurrent liabilities of discontinued operations
|
8,236
|
|
|
13,000
|
|
||
Total liabilities of discontinued operations
|
$
|
65,552
|
|
|
$
|
60,499
|
|
|
Six Months Ended June 30,
|
|||||
(in thousands)
|
2018
|
2017
|
||||
Depreciation and amortization
|
$
|
3,036
|
|
$
|
5,307
|
|
Goodwill impairment
|
$
|
72,309
|
|
$
|
—
|
|
Provision for (benefit from) deferred income taxes
|
$
|
(815
|
)
|
$
|
(275
|
)
|
Purchase of property, plant equipment
|
$
|
77
|
|
$
|
486
|
|
Acquisition of Universal, net of cash acquired
|
$
|
—
|
|
$
|
(52,547
|
)
|
•
|
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 systems for steam applications along with related aftermarket services.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
||||||||
Power segment
|
|
|
|
|
|
||||||||
Retrofits & continuous emissions monitoring systems
|
$
|
69,344
|
|
$
|
82,070
|
|
|
$
|
131,327
|
|
$
|
143,444
|
|
New build utility and environmental
|
42,194
|
|
44,859
|
|
|
55,041
|
|
97,550
|
|
||||
Aftermarket parts and field engineering services
|
63,299
|
|
62,448
|
|
|
136,372
|
|
137,581
|
|
||||
Industrial steam generation
|
28,464
|
|
41,940
|
|
|
43,370
|
|
64,813
|
|
||||
Eliminations
|
(5,549
|
)
|
(17,561
|
)
|
|
(9,232
|
)
|
(33,336
|
)
|
||||
|
197,752
|
|
213,756
|
|
|
356,878
|
|
410,052
|
|
||||
Renewable segment
|
|
|
|
|
|
||||||||
Renewable new build and services
|
40,077
|
|
32,130
|
|
|
84,788
|
|
121,002
|
|
||||
Operations and maintenance
|
14,925
|
|
15,944
|
|
|
30,172
|
|
32,608
|
|
||||
|
55,002
|
|
48,074
|
|
|
114,960
|
|
153,610
|
|
||||
Industrial segment
|
|
|
|
|
|
||||||||
New build cooling systems
|
33,699
|
|
30,532
|
|
|
62,744
|
|
66,906
|
|
||||
Aftermarket cooling system services
|
12,316
|
|
16,100
|
|
|
20,015
|
|
28,911
|
|
||||
|
46,015
|
|
46,632
|
|
|
82,759
|
|
95,817
|
|
||||
|
|
|
|
|
|
||||||||
Eliminations
|
(7,432
|
)
|
(2,231
|
)
|
|
(10,084
|
)
|
(5,176
|
)
|
||||
|
$
|
291,337
|
|
$
|
306,231
|
|
|
$
|
544,513
|
|
$
|
654,303
|
|
|
Three Months ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Gross profit (loss)
(1)
:
|
|
|
|
|
|
||||||||
Power segment
|
$
|
30,011
|
|
$
|
43,852
|
|
|
$
|
60,876
|
|
$
|
81,562
|
|
Renewable segment
|
(69,329
|
)
|
(110,894
|
)
|
|
(119,778
|
)
|
(100,300
|
)
|
||||
Industrial segment
|
79
|
|
187
|
|
|
(2,672
|
)
|
4,886
|
|
||||
Intangible amortization expense included in cost of operations
|
(1,827
|
)
|
(2,738
|
)
|
|
(3,661
|
)
|
(6,127
|
)
|
||||
|
(41,066
|
)
|
(69,593
|
)
|
|
(65,235
|
)
|
(19,979
|
)
|
||||
Selling, general and administrative ("SG&A") expenses
|
(52,090
|
)
|
(57,272
|
)
|
|
(114,351
|
)
|
(113,852
|
)
|
||||
Goodwill impairment
|
(37,540
|
)
|
—
|
|
|
(37,540
|
)
|
—
|
|
||||
Restructuring activities and spin-off transaction costs
|
(3,826
|
)
|
(1,952
|
)
|
|
(10,688
|
)
|
(4,984
|
)
|
||||
Research and development costs
|
(1,287
|
)
|
(2,437
|
)
|
|
(2,429
|
)
|
(4,230
|
)
|
||||
Intangible amortization expense included in SG&A
|
(158
|
)
|
(98
|
)
|
|
(395
|
)
|
(204
|
)
|
||||
Equity in loss of investees
|
—
|
|
(15,232
|
)
|
|
(11,757
|
)
|
(14,614
|
)
|
||||
Loss on asset disposals, net
|
(1,384
|
)
|
(2
|
)
|
|
(1,384
|
)
|
(2
|
)
|
||||
Operating loss
|
$
|
(137,351
|
)
|
$
|
(146,586
|
)
|
|
$
|
(243,779
|
)
|
$
|
(157,865
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
||||
Power segment
(1)
|
$
|
16,439
|
|
$
|
27,401
|
|
|
$
|
27,613
|
|
$
|
44,810
|
|
Renewable segment
|
(78,603
|
)
|
(123,302
|
)
|
|
(140,357
|
)
|
(122,375
|
)
|
||||
Industrial segment
|
(6,222
|
)
|
(4,880
|
)
|
|
(13,532
|
)
|
(5,385
|
)
|
||||
Corporate
(2)
|
(6,194
|
)
|
(9,665
|
)
|
|
(17,808
|
)
|
(19,393
|
)
|
||||
Research and development costs
|
(1,287
|
)
|
(2,437
|
)
|
|
(2,429
|
)
|
(4,230
|
)
|
||||
Foreign exchange
|
(20,198
|
)
|
2,294
|
|
|
(17,741
|
)
|
2,339
|
|
||||
Other – net
|
(131
|
)
|
43
|
|
|
266
|
|
78
|
|
||||
|
(96,196
|
)
|
(110,546
|
)
|
|
(163,988
|
)
|
(104,156
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Gain on sale of equity method investment (BWBC)
|
—
|
|
—
|
|
|
6,509
|
|
—
|
|
||||
Other than temporary impairment of equity method investment in TBWES
|
—
|
|
(18,193
|
)
|
|
(18,362
|
)
|
(18,193
|
)
|
||||
Loss on debt extinguishment
|
(49,241
|
)
|
—
|
|
|
(49,241
|
)
|
—
|
|
||||
Loss on asset disposal
|
(1,513
|
)
|
—
|
|
|
(1,513
|
)
|
—
|
|
||||
MTM gain (loss) from benefit plans
|
544
|
|
—
|
|
|
544
|
|
(1,062
|
)
|
||||
Financial advisory services included in SG&A
|
(5,142
|
)
|
—
|
|
|
(8,231
|
)
|
—
|
|
||||
Acquisition and integration costs included in SG&A
|
—
|
|
(535
|
)
|
|
—
|
|
(1,432
|
)
|
||||
Goodwill impairment
|
(37,540
|
)
|
—
|
|
|
(37,540
|
)
|
—
|
|
||||
Restructuring activities and spin-off transaction costs
|
(3,826
|
)
|
(1,952
|
)
|
|
(10,688
|
)
|
(4,984
|
)
|
||||
Depreciation & amortization
|
(6,921
|
)
|
(7,774
|
)
|
|
(13,902
|
)
|
(16,159
|
)
|
||||
Interest expense, net
|
(11,770
|
)
|
(6,158
|
)
|
|
(25,069
|
)
|
(7,749
|
)
|
||||
Loss before income tax expense
|
(211,605
|
)
|
(145,158
|
)
|
|
(321,481
|
)
|
(153,735
|
)
|
||||
Income tax expense (benefit)
|
(1,934
|
)
|
3,458
|
|
|
5,029
|
|
346
|
|
||||
Loss from continuing operations
|
(209,671
|
)
|
(148,616
|
)
|
|
(326,510
|
)
|
(154,081
|
)
|
||||
Loss from discontinued operations, net of tax
|
(55,932
|
)
|
(2,234
|
)
|
|
(59,428
|
)
|
(3,610
|
)
|
||||
Net loss
|
(265,603
|
)
|
(150,850
|
)
|
|
(385,938
|
)
|
(157,691
|
)
|
||||
Net income attributable to noncontrolling interest
|
(165
|
)
|
(149
|
)
|
|
(263
|
)
|
(353
|
)
|
||||
Net loss attributable to stockholders
|
$
|
(265,768
|
)
|
$
|
(150,999
|
)
|
|
$
|
(386,201
|
)
|
$
|
(158,044
|
)
|
|
June 30,
|
December 31,
|
||||
(in thousands)
|
2018
|
2017
|
||||
Contract assets - included in contracts in progress:
|
|
|
||||
Costs incurred less costs of revenue recognized
|
$
|
59,552
|
|
$
|
69,576
|
|
Revenues recognized less billings to customers
|
89,488
|
|
66,235
|
|
||
Contracts in progress
|
$
|
149,040
|
|
$
|
135,811
|
|
Contract liabilities - included in advance billings on contracts:
|
|
|
||||
Billings to customers less revenues recognized
|
$
|
148,313
|
|
$
|
168,880
|
|
Costs of revenue recognized less cost incurred
|
1,455
|
|
3,117
|
|
||
Advance billings on contracts
|
$
|
149,768
|
|
$
|
171,997
|
|
|
|
|
||||
Accrued contract losses
|
$
|
53,699
|
|
$
|
40,634
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Increases in gross profits for changes in estimates for over time contracts
|
$
|
6,019
|
|
$
|
4,982
|
|
|
$
|
13,946
|
|
$
|
14,182
|
|
Decreases in gross profits for changes in estimates for over time contracts
|
(50,327
|
)
|
(121,217
|
)
|
|
(110,498
|
)
|
(124,588
|
)
|
||||
Net changes in gross profits for changes in estimates for over time contracts
|
$
|
(44,308
|
)
|
$
|
(116,235
|
)
|
|
$
|
(96,552
|
)
|
$
|
(110,406
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Balance at beginning of period
|
$
|
5,914
|
|
$
|
558
|
|
|
$
|
2,320
|
|
$
|
1,809
|
|
Restructuring expense
|
4,276
|
|
1,887
|
|
|
10,164
|
|
3,857
|
|
||||
Payments
|
(2,308
|
)
|
(1,607
|
)
|
|
(4,602
|
)
|
(4,828
|
)
|
||||
Balance at June 30,
|
$
|
7,882
|
|
$
|
838
|
|
|
$
|
7,882
|
|
$
|
838
|
|
(in thousands)
|
Currency translation gain (loss)
|
Net unrealized gain (loss) on investments (net of tax)
1
|
Net unrealized gain (loss) on derivative instruments
|
Net unrecognized gain (loss) related to benefit plans (net of tax)
|
Total
|
||||||||||
Balance at December 31, 2017
|
$
|
(27,837
|
)
|
$
|
38
|
|
$
|
1,737
|
|
$
|
3,633
|
|
$
|
(22,429
|
)
|
Impact of ASU 2016-1 on changes in the components of AOCI, net of tax
(1)
|
—
|
|
(38
|
)
|
—
|
|
—
|
|
(38
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
3,223
|
|
—
|
|
1,224
|
|
(55
|
)
|
4,392
|
|
|||||
Amounts reclassified from AOCI to net income (loss)
|
(2,044
|
)
|
—
|
|
(1,272
|
)
|
(384
|
)
|
(3,700
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
1,179
|
|
—
|
|
(48
|
)
|
(439
|
)
|
692
|
|
|||||
Balance at March 31, 2018
|
$
|
(26,658
|
)
|
$
|
—
|
|
$
|
1,689
|
|
$
|
3,194
|
|
$
|
(21,775
|
)
|
Other comprehensive income (loss) before reclassifications
|
8,517
|
|
—
|
|
(513
|
)
|
112
|
|
8,116
|
|
|||||
Amounts reclassified from AOCI to net income (loss)
|
—
|
|
—
|
|
381
|
|
(427
|
)
|
(46
|
)
|
|||||
Amounts reclassified from AOCI to pension, other accumulated postretirement benefit liabilities and deferred income taxes
(2)
|
—
|
|
—
|
|
—
|
|
(2,831
|
)
|
(2,831
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
8,517
|
|
—
|
|
(132
|
)
|
(3,146
|
)
|
5,239
|
|
|||||
Balance at June 30, 2018
|
$
|
(18,141
|
)
|
$
|
—
|
|
$
|
1,557
|
|
$
|
48
|
|
$
|
(16,536
|
)
|
(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)
|
June 30, 2018
|
December 31, 2017
|
||||
Held by foreign entities
|
$
|
27,955
|
|
$
|
42,490
|
|
Held by United States entities
|
557
|
|
1,227
|
|
||
Cash and cash equivalents
|
$
|
28,512
|
|
$
|
43,717
|
|
|
|
|
||||
Reinsurance reserve requirements
|
$
|
25,269
|
|
$
|
21,061
|
|
Sale proceeds and claim held in escrow
|
591
|
|
—
|
|
||
Restricted foreign accounts
|
6,442
|
|
4,919
|
|
||
Restricted cash and cash equivalents
|
$
|
32,302
|
|
$
|
25,980
|
|
|
|
|
||||
Total cash, cash equivalents and restricted cash
|
$
|
60,814
|
|
$
|
69,697
|
|
(in thousands)
|
June 30, 2018
|
December 31, 2017
|
||||
Raw materials and supplies
|
$
|
49,834
|
|
$
|
54,291
|
|
Work in progress
|
5,971
|
|
6,918
|
|
||
Finished goods
|
11,469
|
|
11,708
|
|
||
Total inventories
|
$
|
67,274
|
|
$
|
72,917
|
|
(in thousands)
|
Power
|
|
Renewable
|
|
Industrial
(1)
|
|
Total
|
||||||||
Balance at December 31, 2017
(2)
|
$
|
47,370
|
|
|
$
|
—
|
|
|
$
|
38,308
|
|
|
$
|
85,678
|
|
Currency translation adjustments
|
(191
|
)
|
|
—
|
|
|
(768
|
)
|
|
(959
|
)
|
||||
Second quarter 2018 impairment charges
|
—
|
|
|
—
|
|
|
(37,540
|
)
|
|
(37,540
|
)
|
||||
Balance at June 30, 2018
(2)
|
$
|
47,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,179
|
|
(in thousands)
|
June 30, 2018
|
December 31, 2017
|
||||
Definite-lived intangible assets
|
|
|
||||
Customer relationships
|
$
|
24,876
|
|
$
|
25,494
|
|
Unpatented technology
|
12,454
|
|
12,910
|
|
||
Patented technology
|
6,546
|
|
6,542
|
|
||
Tradename
|
12,650
|
|
13,951
|
|
||
Backlog
|
17,760
|
|
18,060
|
|
||
All other
|
8,641
|
|
7,611
|
|
||
Gross value of definite-lived intangible assets
|
82,927
|
|
84,568
|
|
||
Customer relationships amortization
|
(13,643
|
)
|
(12,455
|
)
|
||
Unpatented technology amortization
|
(3,002
|
)
|
(2,184
|
)
|
||
Patented technology amortization
|
(2,309
|
)
|
(2,213
|
)
|
||
Tradename amortization
|
(3,372
|
)
|
(3,042
|
)
|
||
Acquired backlog amortization
|
(17,760
|
)
|
(16,622
|
)
|
||
All other amortization
|
(7,778
|
)
|
(7,292
|
)
|
||
Accumulated amortization
|
(47,864
|
)
|
(43,808
|
)
|
||
Net definite-lived intangible assets
|
$
|
35,063
|
|
$
|
40,760
|
|
|
|
|
||||
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)
|
2018
|
2017
|
||||
Balance at beginning of period
|
$
|
42,065
|
|
$
|
65,496
|
|
Amortization expense
|
(4,056
|
)
|
(6,334
|
)
|
||
Currency translation adjustments and other
|
(1,641
|
)
|
(14,088
|
)
|
||
Balance at end of the period
|
$
|
36,368
|
|
$
|
45,074
|
|
Year ending
|
Amortization expense
|
||
Three months ending September 30, 2018
|
$
|
1,311
|
|
Three months ending December 31, 2018
|
$
|
1,311
|
|
Twelve months ending December 31, 2019
|
$
|
4,763
|
|
Twelve months ending December 31, 2020
|
$
|
4,002
|
|
Twelve months ending December 31, 2021
|
$
|
3,772
|
|
Twelve months ending December 31, 2022
|
$
|
3,685
|
|
Twelve months ending December 31, 2023
|
$
|
3,677
|
|
Thereafter
|
$
|
12,542
|
|
(in thousands)
|
June 30, 2018
|
December 31, 2017
|
||||
Land
|
$
|
3,590
|
|
$
|
3,631
|
|
Buildings
|
107,100
|
|
107,944
|
|
||
Machinery and equipment
|
195,276
|
|
205,331
|
|
||
Property under construction
|
2,249
|
|
5,979
|
|
||
|
308,215
|
|
322,885
|
|
||
Less accumulated depreciation
|
202,450
|
|
208,178
|
|
||
Net property, plant and equipment
|
$
|
105,765
|
|
$
|
114,707
|
|
|
Six Months Ended June 30,
|
|||||
(in thousands)
|
2018
|
2017
|
||||
Balance at beginning of period
|
$
|
33,514
|
|
$
|
36,520
|
|
Additions
|
28,008
|
|
12,093
|
|
||
Expirations and other changes
|
(1,592
|
)
|
(3,244
|
)
|
||
Payments
|
(5,791
|
)
|
(6,089
|
)
|
||
Translation and other
|
(1,001
|
)
|
1,193
|
|
||
Balance at end of period
|
$
|
53,138
|
|
$
|
40,473
|
|
|
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)
|
2018
|
2017
|
2018
|
2017
|
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||||
Interest cost
|
9,741
|
|
10,255
|
|
19,498
|
|
20,490
|
|
|
95
|
|
140
|
|
192
|
|
361
|
|
||||||||
Expected return on plan assets
|
(16,215
|
)
|
(14,854
|
)
|
(32,445
|
)
|
(29,710
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Amortization of prior service cost
|
25
|
|
26
|
|
50
|
|
51
|
|
|
(188
|
)
|
(816
|
)
|
(834
|
)
|
(1,716
|
)
|
||||||||
Recognized net actuarial loss (gain)
|
(544
|
)
|
—
|
|
(544
|
)
|
1,062
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Benefit plans, net
|
(6,993
|
)
|
(4,573
|
)
|
(13,441
|
)
|
(8,107
|
)
|
|
(93
|
)
|
(676
|
)
|
(642
|
)
|
(1,355
|
)
|
||||||||
Service cost included in COS
|
$
|
187
|
|
$
|
231
|
|
$
|
376
|
|
$
|
482
|
|
|
$
|
4
|
|
$
|
4
|
|
$
|
8
|
|
$
|
8
|
|
Net periodic benefit cost (benefit)
|
$
|
(6,806
|
)
|
$
|
(4,342
|
)
|
$
|
(13,065
|
)
|
$
|
(7,625
|
)
|
|
$
|
(89
|
)
|
$
|
(672
|
)
|
$
|
(634
|
)
|
$
|
(1,347
|
)
|
(in thousands)
|
June 30, 2018
|
December 31, 2017
|
||||
United States
|
$
|
196,300
|
|
$
|
94,300
|
|
Foreign
|
4,124
|
|
9,173
|
|
||
Total revolving debt
|
$
|
200,424
|
|
$
|
103,473
|
|
•
|
9.75
:1.0 for the quarters ending June 30, 2018 and September 30, 2018,
|
•
|
4.00
:1.0 for the quarter ending December 31, 2018,
|
•
|
3.50
:1.0 for the quarter ending March 31, 2019, and
|
•
|
2.25
:1.0 for the quarters ending June 30, 2019 and each quarter thereafter.
|
•
|
1.00
:1.0 for the quarter ending June 30, 2018,
|
•
|
1.25
:1.0 for the quarter ending September 30, 2018,
|
•
|
2.00
:1.0 for the quarter ending December 31, 2018,
|
•
|
2.50
:1.0 for the quarter ending March 31, 2019, and
|
•
|
3.50
:1.0 for the quarters ending June 30, 2019 and each quarter thereafter.
|
(in thousands)
|
Coupon
Interest
|
Accretion of debt discount and amortization of financing costs
|
Total
Interest
Expense
|
For the three months ended June 30, 2018
|
$2,191
|
$833
|
$3,024
|
For the six months ended June 30, 2018
|
$7,460
|
$3,202
|
$10,662
|
|
Asset and Liability Derivative
|
|||||
(in thousands)
|
June 30, 2018
|
December 31, 2017
|
||||
Derivatives designated as hedges:
|
|
|
||||
Foreign exchange contracts:
|
|
|
||||
Location of FX forward contracts designated as hedges:
|
|
|
||||
Accounts receivable-other
|
$
|
731
|
|
$
|
1,088
|
|
Other assets
|
1,631
|
|
312
|
|
||
Accounts payable
|
1
|
|
105
|
|
||
|
|
|
||||
Derivatives not designated as hedges:
|
|
|
||||
Foreign exchange contracts:
|
|
|
||||
Location of FX forward contracts not designated as hedges:
|
|
|
||||
Accounts receivable-other
|
$
|
—
|
|
$
|
7
|
|
Accounts payable
|
3
|
|
1,722
|
|
||
Other liabilities
|
—
|
|
12
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
|
|
|
|
||||||||
Amount of gain (loss) recognized in other comprehensive income
|
$
|
(602
|
)
|
$
|
(3,657
|
)
|
|
$
|
999
|
|
$
|
2,244
|
|
Effective portion of gain (loss) reclassified from AOCI into earnings by location:
|
|
|
|
|
|
||||||||
Revenues
|
(478
|
)
|
714
|
|
|
1,138
|
|
6,002
|
|
||||
Cost of operations
|
(11
|
)
|
(49
|
)
|
|
1
|
|
(46
|
)
|
||||
Other-net
|
—
|
|
885
|
|
|
—
|
|
492
|
|
||||
Portion of gain (loss) recognized in income that is excluded from effectiveness testing by location:
|
|
|
|
|
|
||||||||
Other-net
|
(412
|
)
|
(113
|
)
|
|
(499
|
)
|
(3,519
|
)
|
||||
|
|
|
|
|
|
||||||||
Derivatives not designated as hedges:
|
|
|
|
|
|
||||||||
Forward contracts
|
|
|
|
|
|
||||||||
Loss recognized in income by location:
|
|
|
|
|
|
||||||||
Other-net
|
$
|
(3
|
)
|
$
|
(36
|
)
|
|
$
|
(28
|
)
|
$
|
(345
|
)
|
(in thousands)
|
|
|
|
|
||||||||
Available-for-sale securities
|
June 30, 2018
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Commercial paper
|
$
|
1,989
|
|
$
|
—
|
|
$
|
1,989
|
|
$
|
—
|
|
Certificates of deposit
|
2,999
|
|
—
|
|
2,999
|
|
—
|
|
||||
Mutual funds
|
1,351
|
|
—
|
|
1,351
|
|
—
|
|
||||
Corporate notes and bonds
|
1,594
|
|
1,594
|
|
—
|
|
—
|
|
||||
United States Government and agency securities
|
5,680
|
|
5,680
|
|
—
|
|
—
|
|
||||
Total fair value of available-for-sale securities
|
$
|
13,614
|
|
$
|
7,274
|
|
$
|
6,340
|
|
$
|
—
|
|
(in thousands)
|
|
|
|
|
||||||||
Available-for-sale securities
|
December 31, 2017
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Commercial paper
|
$
|
1,895
|
|
$
|
—
|
|
$
|
1,895
|
|
$
|
—
|
|
Certificates of deposit
|
2,398
|
|
—
|
|
2,398
|
|
—
|
|
||||
Mutual funds
|
1,331
|
|
—
|
|
1,331
|
|
—
|
|
||||
Corporate notes and bonds
|
4,447
|
|
4,447
|
|
—
|
|
—
|
|
||||
United States Government and agency securities
|
5,738
|
|
5,738
|
|
—
|
|
—
|
|
||||
Total fair value of available-for-sale securities
|
$
|
15,809
|
|
$
|
10,185
|
|
$
|
5,624
|
|
$
|
—
|
|
Derivatives
|
June 30, 2018
|
December 31, 2017
|
||||||
Forward contracts to purchase/sell foreign currencies
|
$
|
2,358
|
|
$
|
(432
|
)
|
•
|
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
|
(in thousands)
|
2018
|
2017
|
||||
Accrued capital expenditures in accounts payable
|
$
|
123
|
|
$
|
703
|
|
Accreted interest expense on our second lien term loan facility
|
$
|
3,202
|
|
$
|
—
|
|
(in thousands)
|
2018
|
2017
|
||||
Income tax payments
|
$
|
2,938
|
|
$
|
2,657
|
|
Interest payments on our U.S. revolving credit facility
|
$
|
4,599
|
|
$
|
1,389
|
|
Interest payments on our second lien term loan facility
|
$
|
7,627
|
|
$
|
—
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Components associated with borrowings from:
|
|
|
|
|
|
||||||||
U.S. Revolving Credit Facility
|
$
|
3,434
|
|
$
|
1,428
|
|
|
$
|
5,779
|
|
$
|
2,128
|
|
Second Lien Term Loan Facility
|
2,191
|
|
—
|
|
|
7,460
|
|
—
|
|
||||
Foreign revolving credit facilities
|
145
|
|
233
|
|
|
279
|
|
474
|
|
||||
|
5,770
|
|
1,661
|
|
|
13,518
|
|
2,602
|
|
||||
Components associated with amortization or accretion of:
|
|
|
|
|
|
||||||||
U.S. Revolving Credit Facility deferred financing fees and commitment fees
|
5,113
|
|
872
|
|
|
8,314
|
|
1,588
|
|
||||
Second Lien Term Loan Facility deferred financing fees and discount
|
833
|
|
—
|
|
|
3,202
|
|
—
|
|
||||
|
5,946
|
|
872
|
|
|
11,516
|
|
1,588
|
|
||||
|
|
|
|
|
|
||||||||
Other interest expense
|
161
|
|
3,750
|
|
|
295
|
|
3,796
|
|
||||
|
|
|
|
|
|
||||||||
Total interest expense
|
$
|
11,877
|
|
$
|
6,283
|
|
|
$
|
25,329
|
|
$
|
7,986
|
|
(in thousands)
|
June 30, 2018
|
December 31, 2017
|
June 30, 2017
|
December 31, 2016
|
||||||||
Cash and cash equivalents of continuing operations
(1)
|
$
|
28,512
|
|
$
|
43,717
|
|
$
|
59,239
|
|
$
|
87,426
|
|
Restricted cash and cash equivalents
|
32,302
|
|
25,980
|
|
22,833
|
|
27,770
|
|
||||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
|
$
|
60,814
|
|
$
|
69,697
|
|
$
|
82,072
|
|
$
|
115,196
|
|
•
|
$37.5 million
to fully impair goodwill related to our SPIG reporting unit in the second quarter of 2018 due to lower bookings than previously forecasted, which resulted in a reduction in the forecast for the reporting unit. See further discussion in
Note 12
to the condensed consolidated financial statements.
|
•
|
$5.1 million
and
$8.2 million
of financial advisory services are included in selling, general and administrative expenses ("SG&A") in the three and six months ended June 30, 2018, respectively. These services are requirements of Amendments 3 and 5 to the U.S. Revolving Credit Facility, as described more fully in
Note 17
to the condensed consolidated financial statements.
|
•
|
$3.8 million
and
$10.7 million
of restructuring and spin-off costs were recognized in the three and six months ended June 30, 2018, respectively, compared to
$2.0 million
and
$5.0 million
of restructuring and spin-off costs in the three and six months ended June 30, 2017, respectively. The actions in the first six months of 2018 are primarily related to executive severance, workforce reductions and the remaining severance costs of other restructuring initiatives. In the first six months of 2017, restructuring cost related to severance costs from prior initiatives to restructure the business serving the power generation market in advance of lower demand for power generation from coal in the United States.
|
•
|
$6.5 million
of gain on the sale of an equity method investment in China was recognized in the first quarter of 2018 and is included in Equity in income and impairment of investees. The sale was completed in early 2018 with proceeds, net of withholding tax of
$19.8 million
.
|
•
|
$18.4 million
and
$18.2 million
of other-than-temporary impairment of our equity method investment in India in the first quarter of 2018 and the second quarter of 2017, respectively, based on a change in strategy and then an agreement to sell it, which was completed in July 2018. The impairments are included in Equity in income and impairment of investees. See further discussion in
Note 11
to the condensed consolidated financial statements.
|
•
|
$1.5 million
to dispose and write off unused IT equipment and cancel in-process IT projects in the second quarter of 2018.
|
•
|
$0.5 million
and
$1.1 million
of actuarially determined mark-to-market ("MTM") losses caused by lump sum settlement payments from our Canadian pension plan in the second quarter 2018 and the first quarter of 2017, respectively.
|
•
|
$0.5 million
and
$1.4 million
of acquisition and integration costs in the three and six months ended June 30, 2017, respectively, related to the acquisitions of SPIG and Universal.
|
•
|
raised
$248.4 million
of equity on April 30, 2018 through the Rights Offering;
|
•
|
repaid on May 4, 2018 the Second Lien Term Loan Facility, which will save approximately $25 million in annual interest payments and $30 million of annual interest expense;
|
•
|
entered into an agreement on June 5, 2018 to sell our MEGTEC and Universal businesses for $130 million (subject to adjustment);
|
•
|
entered into an agreement on
August 9, 2018
to sell a
subsidiary that holds two operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida
for
$45 million
(subject to adjustment);
|
•
|
sold our equity method investments in Babcock & Wilcox Beijing Company, Ltd. ("BWBC"), our former joint venture in China, and Thermax Babcock & Wilcox Energy Solutions Private Limited ("TBWES"), our former joint venture in India, resulting in proceeds of
$21.1 million
in the second quarter of 2018 and
$15.0 million
in July 2018, respectively;
|
•
|
sold another non-core business for
$5.1 million
in the first quarter of 2018;
|
•
|
initiated restructuring actions and other additional cost reductions in the second quarter of 2018 that are designed to save approximately $34 million annually; and
|
•
|
entered into several waivers and amendments to avoid default to our U.S. Revolving Credit Facility as described in Note 17, the most recent of which is dated August 9, 2018. As part of this latest amendment, our lenders agreed to reduce the minimum liquidity required under the facility, which has the effect of increasing the amount we may borrow by up to
$25 million
.
Other liquidity measures that must also be completed include: a) the receipt of
$30 million
in net proceeds from the Last Out Loan, for which a binding commitment letter with Vintage Capital Management LLC, a related party, was executed on August 9, 2018, which is fully backstopped by B. Riley FBR, Inc., a related party; and b) obtaining
$25 million
of written commitments for concessions from customers on the Renewable loss contracts through a combination of cash contributions, loans and forgiveness of indebtedness and performance obligations by September 30, 2018.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
(In thousands)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||||||
Power segment
|
$
|
197,752
|
|
$
|
213,756
|
|
$
|
(16,004
|
)
|
|
$
|
356,878
|
|
410,052
|
|
$
|
(53,174
|
)
|
|
Renewable segment
|
55,002
|
|
48,074
|
|
6,928
|
|
|
114,960
|
|
153,610
|
|
(38,650
|
)
|
||||||
Industrial segment
|
46,015
|
|
46,632
|
|
(617
|
)
|
|
82,759
|
|
95,817
|
|
(13,058
|
)
|
||||||
Eliminations
|
(7,432
|
)
|
(2,231
|
)
|
(5,201
|
)
|
|
(10,084
|
)
|
(5,176
|
)
|
(4,908
|
)
|
||||||
|
291,337
|
|
306,231
|
|
(14,894
|
)
|
|
544,513
|
|
654,303
|
|
(109,790
|
)
|
||||||
Gross profit (loss)
(1)
:
|
|
|
|
|
|
|
|
||||||||||||
Power segment
|
30,011
|
|
43,852
|
|
(13,841
|
)
|
|
60,876
|
|
81,562
|
|
(20,686
|
)
|
||||||
Renewable segment
|
(69,329
|
)
|
(110,894
|
)
|
41,565
|
|
|
(119,778
|
)
|
(100,300
|
)
|
(19,478
|
)
|
||||||
Industrial segment
|
79
|
|
187
|
|
(108
|
)
|
|
(2,672
|
)
|
4,886
|
|
(7,558
|
)
|
||||||
Intangible amortization expense included in cost of operations
|
(1,827
|
)
|
(2,738
|
)
|
911
|
|
|
(3,661
|
)
|
(6,127
|
)
|
2,466
|
|
||||||
|
(41,066
|
)
|
(69,593
|
)
|
28,527
|
|
|
(65,235
|
)
|
(19,979
|
)
|
(45,256
|
)
|
||||||
Selling, general and administrative ("SG&A") expenses
|
(52,090
|
)
|
(57,272
|
)
|
5,182
|
|
|
(114,351
|
)
|
(113,852
|
)
|
(499
|
)
|
||||||
Goodwill impairment
|
(37,540
|
)
|
—
|
|
(37,540
|
)
|
|
(37,540
|
)
|
—
|
|
(37,540
|
)
|
||||||
Restructuring activities and spin-off transaction costs
|
(3,826
|
)
|
(1,952
|
)
|
(1,874
|
)
|
|
(10,688
|
)
|
(4,984
|
)
|
(5,704
|
)
|
||||||
Research and development costs
|
(1,287
|
)
|
(2,437
|
)
|
1,150
|
|
|
(2,429
|
)
|
(4,230
|
)
|
1,801
|
|
||||||
Intangible amortization expense included in SG&A
|
(158
|
)
|
(98
|
)
|
(60
|
)
|
|
(395
|
)
|
(204
|
)
|
(191
|
)
|
||||||
Equity in loss of investees
|
—
|
|
(15,232
|
)
|
15,232
|
|
|
(11,757
|
)
|
(14,614
|
)
|
2,857
|
|
||||||
Loss on asset disposals, net
|
(1,384
|
)
|
(2
|
)
|
(1,382
|
)
|
|
(1,384
|
)
|
(2
|
)
|
(1,382
|
)
|
||||||
Operating loss
|
$
|
(137,351
|
)
|
$
|
(146,586
|
)
|
$
|
9,235
|
|
|
$
|
(243,779
|
)
|
$
|
(157,865
|
)
|
$
|
(85,914
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
(in thousands)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Power segment
(1)
|
$
|
16,439
|
|
$
|
27,401
|
|
$
|
(10,962
|
)
|
|
$
|
27,613
|
|
$
|
44,810
|
|
$
|
(17,197
|
)
|
Renewable segment
|
(78,603
|
)
|
(123,302
|
)
|
44,699
|
|
|
(140,357
|
)
|
(122,375
|
)
|
(17,982
|
)
|
||||||
Industrial segment
|
(6,222
|
)
|
(4,880
|
)
|
(1,342
|
)
|
|
(13,532
|
)
|
(5,385
|
)
|
(8,147
|
)
|
||||||
Corporate
(2)
|
(6,194
|
)
|
(9,665
|
)
|
3,471
|
|
|
(17,808
|
)
|
(19,393
|
)
|
1,585
|
|
||||||
Research and development costs
|
(1,287
|
)
|
(2,437
|
)
|
1,150
|
|
|
(2,429
|
)
|
(4,230
|
)
|
1,801
|
|
||||||
Foreign exchange
|
(20,198
|
)
|
2,294
|
|
(22,492
|
)
|
|
(17,741
|
)
|
2,339
|
|
(20,080
|
)
|
||||||
Other – net
|
(131
|
)
|
43
|
|
(174
|
)
|
|
266
|
|
78
|
|
188
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Gain on sale of equity method investment (BWBC)
|
—
|
|
—
|
|
—
|
|
|
6,509
|
|
—
|
|
6,509
|
|
||||||
Other than temporary impairment of equity method investment in TBWES
|
—
|
|
(18,193
|
)
|
18,193
|
|
|
(18,362
|
)
|
(18,193
|
)
|
(169
|
)
|
||||||
Loss on debt extinguishment
|
(49,241
|
)
|
—
|
|
(49,241
|
)
|
|
(49,241
|
)
|
—
|
|
(49,241
|
)
|
||||||
Loss on asset disposal
|
(1,513
|
)
|
—
|
|
(1,513
|
)
|
|
(1,513
|
)
|
—
|
|
(1,513
|
)
|
||||||
MTM loss from benefit plans
|
544
|
|
—
|
|
544
|
|
|
544
|
|
(1,062
|
)
|
1,606
|
|
||||||
Financial advisory services included in SG&A
|
(5,142
|
)
|
—
|
|
(5,142
|
)
|
|
(8,231
|
)
|
—
|
|
(8,231
|
)
|
||||||
Acquisition and integration costs included in SG&A
|
—
|
|
(535
|
)
|
535
|
|
|
—
|
|
(1,432
|
)
|
1,432
|
|
||||||
Goodwill impairment
|
(37,540
|
)
|
—
|
|
(37,540
|
)
|
|
(37,540
|
)
|
—
|
|
(37,540
|
)
|
||||||
Restructuring activities and spin-off transaction costs
|
(3,826
|
)
|
(1,952
|
)
|
(1,874
|
)
|
|
(10,688
|
)
|
(4,984
|
)
|
(5,704
|
)
|
||||||
Depreciation & amortization
|
(6,921
|
)
|
(7,774
|
)
|
853
|
|
|
(13,902
|
)
|
(16,159
|
)
|
2,257
|
|
||||||
Interest expense, net
|
(11,770
|
)
|
(6,158
|
)
|
(5,612
|
)
|
|
(25,069
|
)
|
(7,749
|
)
|
(17,320
|
)
|
||||||
Loss before income tax expense
|
(211,605
|
)
|
(145,158
|
)
|
(66,447
|
)
|
|
(321,481
|
)
|
(153,735
|
)
|
(167,746
|
)
|
||||||
Income tax expense (benefit)
|
(1,934
|
)
|
3,458
|
|
(5,392
|
)
|
|
5,029
|
|
346
|
|
4,683
|
|
||||||
Income (loss) from continuing operations
|
(209,671
|
)
|
(148,616
|
)
|
(61,055
|
)
|
|
(326,510
|
)
|
(154,081
|
)
|
(172,429
|
)
|
||||||
Income (loss) from discontinued operations, net of tax
|
(55,932
|
)
|
(2,234
|
)
|
(53,698
|
)
|
|
(59,428
|
)
|
(3,610
|
)
|
(55,818
|
)
|
||||||
Net income (loss)
|
(265,603
|
)
|
(150,850
|
)
|
(114,753
|
)
|
|
(385,938
|
)
|
(157,691
|
)
|
(228,247
|
)
|
||||||
Net income attributable to noncontrolling interest
|
(165
|
)
|
(149
|
)
|
(16
|
)
|
|
(263
|
)
|
(353
|
)
|
90
|
|
||||||
Net loss attributable to stockholders
|
$
|
(265,768
|
)
|
$
|
(150,999
|
)
|
$
|
(114,769
|
)
|
|
$
|
(386,201
|
)
|
$
|
(158,044
|
)
|
$
|
(228,157
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
(In thousands)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
Revenues
|
$
|
197,752
|
|
$
|
213,756
|
|
$
|
(16,004
|
)
|
|
$
|
356,878
|
|
$
|
410,052
|
|
$
|
(53,174
|
)
|
Gross profit (loss)
|
$
|
30,011
|
|
$
|
43,852
|
|
$
|
(13,841
|
)
|
|
$
|
60,876
|
|
$
|
81,562
|
|
$
|
(20,686
|
)
|
Adjusted EBITDA
|
$
|
16,439
|
|
$
|
27,401
|
|
$
|
(10,962
|
)
|
|
$
|
27,613
|
|
$
|
44,810
|
|
$
|
(17,197
|
)
|
Gross profit %
|
15.2
|
%
|
20.5
|
%
|
|
|
17.1
|
%
|
19.9
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
(in thousands)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
Revenues
|
$
|
55,002
|
|
$
|
48,074
|
|
$
|
6,928
|
|
|
$
|
114,960
|
|
$
|
153,610
|
|
$
|
(38,650
|
)
|
Gross profit (loss)
|
$
|
(69,329
|
)
|
$
|
(110,894
|
)
|
$
|
41,565
|
|
|
$
|
(119,778
|
)
|
$
|
(100,300
|
)
|
$
|
(19,478
|
)
|
Adjusted EBITDA
|
$
|
(78,603
|
)
|
$
|
(123,302
|
)
|
$
|
44,699
|
|
|
$
|
(140,357
|
)
|
$
|
(122,375
|
)
|
$
|
(17,982
|
)
|
Gross profit %
|
(126.0
|
)%
|
(230.7
|
)%
|
|
|
(104.2
|
)%
|
(65.3
|
)%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
(In thousands)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
Revenues
|
$
|
46,015
|
|
$
|
46,632
|
|
$
|
(617
|
)
|
|
$
|
82,759
|
|
$
|
95,817
|
|
$
|
(13,058
|
)
|
Gross profit (loss)
|
$
|
79
|
|
$
|
187
|
|
$
|
(108
|
)
|
|
$
|
(2,672
|
)
|
$
|
4,886
|
|
$
|
(7,558
|
)
|
Adjusted EBITDA
|
$
|
(6,222
|
)
|
$
|
(4,880
|
)
|
$
|
(1,342
|
)
|
|
$
|
(13,532
|
)
|
$
|
(5,385
|
)
|
$
|
(8,147
|
)
|
Gross profit %
|
0.2
|
%
|
0.4
|
%
|
|
|
(3.2
|
)%
|
5.1
|
%
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
(In millions)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Power
|
$
|
132
|
|
$
|
177
|
|
|
$
|
403
|
|
$
|
354
|
|
Renewable
(1)
|
(23
|
)
|
15
|
|
|
23
|
|
50
|
|
||||
Industrial
|
18
|
|
79
|
|
|
45
|
|
144
|
|
||||
Other/eliminations
|
(1
|
)
|
(37
|
)
|
|
(2
|
)
|
(38
|
)
|
||||
Bookings
|
$
|
126
|
|
$
|
234
|
|
|
$
|
469
|
|
$
|
510
|
|
(In approximate millions)
|
June 30, 2018
|
December 31, 2017
|
June 30, 2017
|
||||||
Power
|
$
|
500
|
|
$
|
453
|
|
$
|
562
|
|
Renewable
(1)
|
916
|
|
1,008
|
|
1,137
|
|
|||
Industrial
|
137
|
|
175
|
|
221
|
|
|||
Other/eliminations
|
(35
|
)
|
(43
|
)
|
(36
|
)
|
|||
Backlog
|
$
|
1,518
|
|
$
|
1,593
|
|
$
|
1,884
|
|
(In approximate millions)
|
2018
|
2019
|
Thereafter
|
Total
|
||||||||
Power
|
$
|
283
|
|
$
|
123
|
|
$
|
94
|
|
$
|
500
|
|
Renewable
|
152
|
|
130
|
|
634
|
|
$
|
916
|
|
|||
Industrial
|
91
|
|
25
|
|
21
|
|
$
|
137
|
|
|||
Other/eliminations
|
(19
|
)
|
(15
|
)
|
(1
|
)
|
$
|
(35
|
)
|
|||
Expected revenue from backlog
|
$
|
507
|
|
$
|
263
|
|
$
|
748
|
|
$
|
1,518
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(In thousands, except for percentages)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||
Loss before income taxes
|
(211,605
|
)
|
(145,158
|
)
|
$
|
(66,447
|
)
|
|
(321,481
|
)
|
(153,735
|
)
|
$
|
(167,746
|
)
|
Income tax expense (benefit)
|
(1,934
|
)
|
3,458
|
|
$
|
(5,392
|
)
|
|
5,029
|
|
346
|
|
$
|
4,683
|
|
Effective tax rate
|
0.9
|
%
|
(2.4
|
)%
|
|
|
(1.6
|
)%
|
(0.2
|
)%
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
United States
|
$
|
(66,146
|
)
|
$
|
(27,192
|
)
|
|
$
|
(91,170
|
)
|
$
|
(33,486
|
)
|
Other than the United States
|
(145,459
|
)
|
(117,966
|
)
|
|
(230,311
|
)
|
(120,249
|
)
|
||||
Income (loss) before provision for (benefit from) income taxes
|
$
|
(211,605
|
)
|
$
|
(145,158
|
)
|
|
$
|
(321,481
|
)
|
$
|
(153,735
|
)
|
•
|
raised gross proceeds of
$248.4 million
on April 30, 2018 through a rights offering as described in
Note 19
to the condensed consolidated financial statements;
|
•
|
repaid on May 4, 2018 the Second Lien Term Loan Facility as described in
Note 18
to the condensed consolidated financial statements, which will save approximately
$25 million
in annual interest payments and
$30 million
of annual interest expense;
|
•
|
entered into an agreement on June 5, 2018 to sell our MEGTEC and Universal businesses for
$130 million
(subject to adjustment);
|
•
|
entered into an agreement on
August 9, 2018
to sell a
subsidiary that holds two operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida
for
$45 million
(subject to adjustment);
|
•
|
sold our equity method investments in BWBC and TBWES and settled related contractual claims, resulting in proceeds of
$21.1 million
in the second quarter of 2018 and
$15.0 million
in July 2018, respectively;
|
•
|
sold another non-core business for
$5.1 million
in the first quarter of 2018;
|
•
|
initiated restructuring actions and other additional cost reductions in the second quarter of 2018 that are designed to save approximately
$34 million
annually; and
|
•
|
entered into several waivers and amendments to avoid default to our U.S. Revolving Credit Facility as described in Note 17, the most recent of which is dated August 9, 2018. As part of this latest amendment, our lenders agreed to reduce the minimum liquidity required under the facility, which has the effect of increasing the amount we may borrow by up to
$25 million
.
Other liquidity measures that must also be completed include: a) the receipt of
$30 million
in net proceeds from the Last Out Loan, for which a binding commitment letter with Vintage Capital Management LLC, a related party, was executed on August 9, 2018, which is fully backstopped by B. Riley FBR, Inc., a related party; and b) obtaining
$25 million
of written commitments for concessions from customers on the Renewable loss contracts through a combination of cash contributions, loans and forgiveness of indebtedness and performance obligations by September 30, 2018.
|
•
|
9.75:1.0 for the quarters ending June 30, 2018 and September 30, 2018,
|
•
|
4.00:1.0 for the quarter ending December 31, 2018,
|
•
|
3.50:1.0 for the quarter ending March 31, 2019, and
|
•
|
2.25:1.0 for the quarters ending June 30, 2019 and each quarter thereafter.
|
•
|
1.00
:1.0 for the quarter ending June 30, 2018,
|
•
|
1.25:1.0 for the quarter ending September 30, 2018,
|
•
|
2.00:1.0 for the quarter ending December 31, 2018,
|
•
|
2.50:1.0 for the quarter ending March 31, 2019, and
|
•
|
3.50:1.0 for the quarters ending June 30, 2019 and each quarter thereafter.
|
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, 2018 - April 30, 2018
|
|
196
|
|
$—
|
—
|
|
$100,000
|
||||
May 1, 2018 - May 31, 2018
|
|
3,410
|
|
$—
|
—
|
|
$100,000
|
||||
June 1, 2018 - June 30, 2018
|
|
7,140
|
|
$—
|
—
|
|
$100,000
|
||||
Total
|
|
10,746
|
|
|
—
|
|
|
(1)
|
Includes 196, 3,410 and 7,140 shares repurchased in April, May and June, respectively, 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 7, 2018, we have not made any share repurchases under the August 4, 2016 share repurchase authorization.
|
2.1
*
|
|
Stock Purchase Agreement, dated as of June 5, 2018, among B&W Equity Investments, LLC, Babcock & Wilcox MEGTEC Holdings, Inc., Babcock & Wilcox MEGTEC, LLC, The Babcock & Wilcox Company, Babcock & Wilcox Enterprises, Inc., DURR, Inc., and DURR Aktiengesellschaft
|
|
|
|
|
Equity Commitment agreement, dated April 10, 2018, by and between Babcock & Wilcox Enterprises, Inc. and Vintage Capital Management, LLC (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed April 11, 2018 (File No. 001-36786))
|
|
|
|
|
|
Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated as of May 16, 2018) (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed May 21, 2018 (File No. 001-36876))
|
|
|
|
|
|
Amendment No. 6, dated April 10, 2018, 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 (incorporated by reference to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed April 11, 2018 (File No. 001-36876))
|
|
|
|
|
|
Amendment No. 7, dated May 31, 2018, 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
|
|
|
|
|
|
Babcock & Wilcox Enterprises, Inc. Executive Severance Plan, as revised effective June 1, 2018
|
|
|
|
|
|
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
|
|
|
|
*
|
|
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
|
August 9, 2018
|
|
|
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)
|
I.
|
THE TRANSACTION 1
|
1.1
|
Purchase and Sale 1
|
1.2
|
Closing 2
|
1.3
|
Deliveries at the Closing 2
|
1.4
|
Payment of Transaction Expenses 3
|
1.5
|
Estimated Closing Proceeds and Adjustment 3
|
1.6
|
Escrow Account 5
|
1.7
|
Termination of Intercompany and Related-Party Agreements 5
|
1.8
|
Withholding 6
|
II.
|
SELLER REPRESENTATIONS AND WARRANTIES 6
|
2.1
|
Organization and Good Standing 6
|
2.2
|
Authorization 7
|
2.3
|
Ownership of Interests 7
|
2.4
|
Capitalization 7
|
2.5
|
Subsidiaries 8
|
2.6
|
Consents and Approvals 9
|
2.7
|
Non-Contravention 9
|
2.8
|
Financial Statements; Undisclosed Liabilities 10
|
2.9
|
Litigation and Claims 10
|
2.10
|
Permits; Compliance with Laws 10
|
2.11
|
Taxes 11
|
2.12
|
Real and Tangible Personal Property 13
|
2.13
|
Intellectual Property 14
|
2.14
|
Material Contracts 15
|
2.15
|
Employee Benefits Plans 17
|
|
i
|
|
2.16
|
Labor 19
|
2.17
|
Environmental Matters 20
|
2.18
|
Financial Advisors 21
|
2.19
|
Absence of Changes 21
|
2.20
|
Transactions with Affiliates 21
|
2.21
|
Suppliers and Customers 21
|
2.22
|
Sufficiency of Assets 22
|
2.23
|
Insurance 22
|
2.24
|
Solvency 22
|
2.25
|
No Other Representations or Warranties 22
|
III.
|
BUYER AND PARENT REPRESENTATIONS AND WARRANTIES 23
|
3.1
|
Organization and Qualification 23
|
3.2
|
Authorization 23
|
3.3
|
Consents and Approvals 23
|
3.4
|
Non-Contravention 24
|
3.5
|
Litigation and Claims 24
|
3.6
|
Financing 24
|
3.7
|
Investment Representation 24
|
3.8
|
No Other Representations and Warranties 25
|
IV.
|
COVENANTS 25
|
4.1
|
Access to Information 25
|
4.2
|
Conduct of the Business Pending the Closing 26
|
4.3
|
Regulatory Approvals 29
|
4.4
|
Reasonable Best Efforts 31
|
4.5
|
Confidentiality 32
|
|
ii
|
|
4.6
|
Indemnification and Insurance 32
|
4.7
|
Preservation of Records 33
|
4.8
|
Publicity 34
|
4.9
|
Employment and Employee Benefits 34
|
4.10
|
Release of Liens 36
|
4.11
|
Business Guarantees 36
|
4.12
|
Taxes 36
|
4.13
|
Non-Solicitation of Employees; Non-Competition 44
|
4.14
|
Certain Intellectual Property Matters 45
|
4.15
|
Beloit Early Termination Option 50
|
4.16
|
Interim Services 50
|
V.
|
CONDITIONS TO CLOSING 50
|
5.1
|
Conditions to the Obligations of the Parties 50
|
5.2
|
Additional Conditions to the Obligations of Buyer 50
|
5.3
|
Additional Conditions to Obligations of Seller Parent and Sellers 51
|
5.4
|
Frustration of Closing Conditions 51
|
VI.
|
TERMINATION 52
|
6.1
|
Termination of Agreement 52
|
6.2
|
Effect of Termination 53
|
VII.
|
INDEMNITY 53
|
7.1
|
Survival 53
|
7.2
|
Indemnification 53
|
7.3
|
Limitations on Liability 54
|
7.4
|
Indemnity Escrow Amount 56
|
7.5
|
Exclusivity 57
|
|
iii
|
|
7.6
|
Indemnification Claims 57
|
7.7
|
Defense of Third-Party Claims 57
|
7.8
|
Treatment of Indemnity Payments 58
|
VIII.
|
MISCELLANEOUS 58
|
8.1
|
Disclosure Schedules 58
|
8.2
|
Remedies 59
|
8.3
|
Expenses 59
|
8.4
|
Jurisdiction; Consent to Service of Process 59
|
8.5
|
Entire Agreement; Amendments and Waivers 59
|
8.6
|
Governing Law 60
|
8.7
|
Notices 60
|
8.8
|
Waiver of Jury Trial 61
|
8.9
|
Severability 61
|
8.10
|
No Third-Party Beneficiaries; No Assignment 61
|
8.11
|
Non-Recourse 61
|
8.12
|
Counterparts 62
|
8.13
|
Provision Respecting Legal Representation 62
|
8.14
|
Guarantee 62
|
IX.
|
DEFINITIONS AND CONSTRUCTION 62
|
9.1
|
Certain Definitions 62
|
9.2
|
Construction 73
|
|
iv
|
|
|
v
|
|
Defined Term
|
|
|
Agreement
|
1
|
|
Back-to-Back Guarantee
|
36
|
|
Buyer
|
1
|
|
Buyer Indemnitees
|
54
|
|
Change of Control Payment
|
16
|
|
Closing
|
2
|
|
Closing Date Purchase Price
|
4
|
|
Closing Date.
|
2
|
|
Closing Schedule
|
3
|
|
Closing Statement
|
4
|
|
Companies
|
1
|
|
Company
|
1
|
|
Company Benefit Plan
|
17
|
|
Company Properties
|
13
|
|
Competing Business
|
44
|
|
Competition Law Approvals
|
29
|
|
Confidential Information
|
49
|
|
Confidentiality Agreement
|
32
|
|
Covered Person
|
44
|
|
D&O Indemnitees
|
32
|
|
De Minimis Claims Amount
|
54
|
|
Deductible
|
55
|
|
Draft Allocation Statement
|
40
|
|
Enforceability Exception
|
7
|
|
Equity Interests
|
1
|
|
ERISA
|
17
|
|
Escrow Account
|
3
|
|
Escrow Release Date
|
56
|
|
Estimated Closing Cash
|
3
|
|
Estimated Closing Indebtedness
|
3
|
|
Estimated Closing Working Capital
|
3
|
|
Estimated Transaction Expenses
|
3
|
|
Exploit
|
47
|
|
Final Allocation
|
40
|
|
Financial Advisor
|
21
|
|
Financial Statements
|
10
|
|
Holdings
|
1
|
|
Indemnified Persons
|
32
|
|
Indemnitee
|
57
|
|
Indemnitor
|
57
|
|
Independent Accountant
|
4
|
|
Known Legal Proceedings
|
10
|
|
Liability Cap
|
55
|
|
Licensed Field
|
47
|
|
Licensed IP
|
47
|
|
Licensed Patents
|
48
|
|
Management-Level Employee
|
44
|
|
Material Contracts
|
15
|
|
MEGTEC Seller
|
1
|
|
MEGTEC Shares
|
1
|
|
MEGTEC Units
|
1
|
|
MEGTEC US
|
1
|
|
New Benefits
|
35
|
|
Notice of Disagreement
|
4
|
|
Outside Date
|
52
|
|
Owned Property
|
13
|
|
Parent
|
1
|
|
Parties
|
1
|
|
Patents
|
66
|
|
Permit
|
10
|
|
Purchase Price
|
1
|
|
Real Property Lease
|
13
|
|
Related Person
|
21
|
|
Required Regulatory Approvals
|
9
|
|
Restricted Period
|
44
|
|
Review Period
|
4
|
|
Scheduled Guarantee
|
36
|
|
Section 338(h)(10) Elections
|
43
|
|
Seller
|
1
|
|
Seller Benefit Plan
|
17
|
|
Seller Group
|
62
|
|
Seller Indemnitees
|
54
|
|
Seller Marks
|
45
|
|
Seller Parent
|
1
|
|
Sellers
|
1
|
|
Tax Claim
|
38
|
|
Tax Dispute
|
42
|
|
Tax Referee
|
42
|
|
Third-Party Claim
|
57
|
|
Trademarks
|
66
|
|
Transaction
|
1
|
|
Universal
|
1
|
|
Universal Seller
|
1
|
|
Universal Shares
|
1
|
|
1.
|
Consent.
|
(a)
|
Notwithstanding Section 7.04 of the Credit Agreement, Babcock & Wilcox India Holdings, Inc. may consummate an Asset Sale of its Equity Interests in Thermax Babcock & Wilcock Energy Solutions, Ltd. to Thermax Limited, provided that (i) such Asset Sale is consummated, and the terms and conditions of the documentation relating to such Asset Sale are, in accordance with the materials delivered to the Administrative Agent on May 25, 2018 (the ”
Lender Consent Request
”) and (ii) such documentation is substantially in the same form as the draft documentation delivered to the Administrative Agent on May 25, 2018, other than any changes thereto that are reasonably satisfactory to the Administrative Agent (the “
Indian JV Sale
”).
|
(b)
|
Pursuant to Section 7.04(o) of the Credit Agreement, the Administrative Agent and the Required Lenders deem the terms and conditions relating to the sale of the Selected Assets described in the Orion Plan, and the documentation relating to such Asset Sale, satisfactory, provided that (i) such Asset Sale is consummated, and the terms and conditions of the documentation relating to such Asset Sale are, in accordance with the Lender Consent Request and (ii) such documentation is substantially in the same form as the draft documentation delivered to the Administrative Agent on May 29, 2018, other than any changes thereto that are reasonably satisfactory to the Administrative Agent (the “
Orion Sale
”).
|
2.
|
Amendments to the Credit Agreement.
|
(a)
|
The definition of “Liquidity” in Section 1.01 (
Defined Terms
) of the Credit Agreement shall be amended by inserting the text underlined below to read in its entirety as follows:
|
(b)
|
Section 6.33 (Chief Implementation Officer) of the Credit Agreement shall be amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows:
|
3.
|
Amendment to the Collateral Agreement.
|
4.
|
Additional Acknowledgement and Agreements.
|
5.
|
Effectiveness; Conditions Precedent.
|
(a)
|
the Administrative Agent shall have received each of the following documents or instruments in form and substance acceptable to the Administrative Agent:
|
(i)
|
counterparts of this Amendment executed by the Loan Parties and the Required Lenders;
|
(ii)
|
such documentation and other information as has been reasonably requested by the Administrative Agent with respect to Orion Sale and the Indian JV Sale;
|
(iii)
|
a certificate of the chief financial officer or treasurer of the Borrower certifying that as of the Amendment No. 7 Effective Date (A) all of the representations and warranties in this Amendment are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and
|
(iv)
|
a solvency certificate, executed by a Responsible Officer of the Borrower in form and substance reasonably acceptable to the Administrative Agent, which, among other things, shall certify that the Borrower will be Solvent after giving effect to the consummation of the Orion Sale and the Indian JV Sale on a pro forma basis.
|
(b)
|
without prejudice to, or limiting the Borrower’s obligations under, Section 10.04 (
Expenses; Indemnity; Damage Waiver
) of the Credit Agreement, all outstanding fees, costs and expenses due to the Administrative Agent and the Lenders, including on account of Agent’s Legal Advisor and FTI, shall have been paid in full to the extent that the Borrower has received an invoice therefor (with reasonable and customary supporting documentation) at least two Business Days prior to the Amendment No. 7 Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced);
|
(c)
|
each of the representations and warranties made by the Borrower in
Section 6
hereof shall be true and correct.
|
6.
|
Representations and Warranties.
|
(a)
|
that both immediately prior to and immediately after giving effect to this Amendment,
no Default exists; |
(b)
|
the representations and warranties contained in the Credit Agreement (as amended
hereby) are true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties (i) specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) contain a materiality or Material Adverse Effect qualifier, in which case such representations and warranties shall be true and correct in all respects); |
(c)
|
the execution, delivery and performance by the Borrower and the other Loan Parties
of this Amendment and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company or partnership action, including the consent of shareholders, partners and members where required, do not contravene any Loan Party or any of its Subsidiaries’ respective Constituent Documents, do not violate any Requirement of Law applicable to any Loan Party or any order or decree of any Governmental Authority or arbiter applicable to any Loan Party and do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person in order to be effective and enforceable; |
(d)
|
this Amendment has been duly executed and delivered on behalf of the Borrower and
the other Loan Parties; |
(e)
|
this Amendment constitutes a legal, valid and binding obligation of the Borrower and
the other Loan Parties enforceable against the Borrower and the other Loan Parties in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; and |
(f)
|
as of the date hereof, all Liens, security interests, assignments and pledges encumbering the Collateral, created pursuant to and/or referred to in the Credit Agreement or the other Loan Documents, are valid, enforceable, duly perfected to the extent required by the Loan Documents, non-avoidable, first priority liens, security interests, assignments and pledges (subject to Liens permitted by Section 7.02 of the Credit Agreement), continue unimpaired, are in full force and effect and secure and shall continue to secure all of the obligations purported to be secured in the respective Security Instruments pursuant to which such Liens were granted.
|
7.
|
Consent, Acknowledgement and Reaffirmation of Indebtedness and Liens.
|
(a)
|
expressly consents to the amendments and modifications to the Credit Agreement and the Collateral Agreement effected hereby;
|
(b)
|
expressly confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which it is a party is, and all of the obligations and liabilities of such Loan Party to the Administrative Agent, the Lenders and each other Secured Party contained in the Loan Documents to which it is a party (in each case, as amended and modified by this Amendment), are and shall continue to be, in full force and effect and are hereby reaffirmed, ratified and confirmed in all respects and, without limiting the foregoing, agrees to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, conditions, provisions,
|
(c)
|
to the extent such party has granted Liens or security interests on any of its properties or assets pursuant to any of the Loan Documents to secure the prompt and complete payment, performance and/or observance of all or any part of its Obligations to the Administrative Agent, the Lenders, and/or any other Secured Party, acknowledges, ratifies, remakes, regrants, confirms and reaffirms without condition, all Liens and security interests granted by such Loan Party to the Administrative Agent for their benefit and the benefit of the Lenders, pursuant to the Credit Agreement and the other Loan Documents, and acknowledges and agrees that all of such Liens and security interests are intended and shall be deemed and construed to continue to secure the Obligations under the Loan Documents, as amended, restated, supplemented or otherwise modified and in effect from time to time, including but not limited to, the Loans made by, and Letters of Credit provided by, the Administrative Agent and the Lenders to the Borrower and/or the other Loan Parties under the Credit Agreement, and all extensions renewals, refinancings, amendments or modifications of any of the foregoing;
|
(d)
|
agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens and security interests granted in or pursuant to the Loan Documents; and
|
(e)
|
acknowledges and agrees that: (i) the Guaranty and any obligations incurred thereunder, have been provided in exchange for “reasonably equivalent value” (as such term is used under the Bankruptcy Code and applicable state fraudulent transfer laws) and “fair consideration” (as such term is used under applicable state fraudulent conveyance laws) and (ii) each grant or perfection of a Lien or security interest on any Collateral provided in connection with Loan Documents, this Amendment and/or any negotiations with the Administrative Agent and/or the Lenders in connection with a “workout” of the Obligations is intended to constitute, and does constitute, a “contemporaneous exchange for new value” (as such term is used in section 547 of the Bankruptcy Code).
|
8.
|
Releases; Waivers.
|
9.
|
Entire Agreement.
|
10.
|
Full Force and Effect of Credit Agreement.
|
11.
|
Counterparts; Effectiveness.
|
12.
|
Governing Law; Jurisdiction; Waiver of Jury Trial.
|
13.
|
Severability.
|
14.
|
References.
|
15.
|
Successors and Assigns.
|
16.
|
Lender Acknowledgment.
|
17.
|
Amendments.
|
1.1
|
Designation of Participating Employers
|
1.2
|
Obligations of Participating Employers
|
1.3
|
Withdrawal of a Participating Employer
|
2.1
|
Eligibility
|
2.2
|
Participation
|
(a)
|
The date he is notified, in writing, that he is no longer a Participant in the Plan;
|
(b)
|
The date he is no longer employed by the Plan Sponsor or any Participating Employer; or
|
(c)
|
The date the Plan terminates.
|
2.3
|
Severance Benefits
|
(a)
|
Salary continuation, to begin as soon as administratively practicable after the Participant’s date of termination of employment and the revocation period described in the general release, equal to 52 weeks base salary as in effect on the date of termination, net of applicable tax withholding.
|
(b)
|
Payment of the employer share of the “Applicable Premium” for three months of “Continuation Coverage” in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and regulations and rulings issued thereunder (“
COBRA
”) for the medical, dental and/or vision benefits in effect for the Participant and his Qualified Beneficiaries on the date of termination, provided that Participant is eligible for and elects Continuation Coverage in accordance with COBRA. (The Participant will be responsible for the balance of the Applicable Premium during the three month period, and will be responsible for the entire premium thereafter).
|
(c)
|
Access to employer-paid outplacement services for the twelve (12) month period beginning on the expiration of the general release agreement revocation period.
|
(d)
|
If the Participant is entitled to Continuation Coverage under an employer-sponsored group health plan as a result of his termination of employment, the “Maximum Required Period” for such continuation coverage for the Participant and his or her Qualified Beneficiaries shall be 18 months.
|
3.1
|
Funding Policy
|
3.2
|
Contributions
|
4.1
|
Plan Administrator
|
4.2
|
Powers and Duties of the Plan Administrator
|
4.3
|
Allocation and Delegation of Responsibility
|
4.4
|
Reliance by Plan Sponsor
|
4.5
|
Indemnification
|
4.6
|
Claims Procedure
|
(a)
|
the specific reason or reasons for the denial of benefits;
|
(b)
|
a specific reference to the pertinent provisions of the Plan upon which the denial is based;
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect his claim for benefits and an explanation of why such material and information is necessary; and
|
(d)
|
an explanation of the review procedure provided below.
|
5.1
|
Amendment
|
5.2
|
Termination
|
6.1
|
Action by the Plan Sponsor
|
6.2
|
Recovery of Overpayments
|
6.3
|
Data
|
6.4
|
Headings
|
6.5
|
Construction and Controlling Law
|
6.6
|
No Waiver or Estoppel
|
6.7
|
Severability
|
•
|
Babcock & Wilcox Construction Co., LLC
|
•
|
Diamond Power International, Inc.
|
•
|
Babcock & Wilcox MEGTEC, LLC
|
•
|
Babcock & Wilcox Power Generation Group Canada Corp.
|
•
|
Americon Equipment Services, Inc.
|
•
|
Americon, Inc.
|
•
|
Delta Power Services, LLC
|
•
|
Palm Beach Resource Recovery Corporation
|
•
|
Power Systems Operations, Inc.
|
•
|
Babcock & Wilcox Universal, Inc.
|
•
|
Babcock & Wilcox SPIG, Inc.
|
•
|
Babcock & Wilcox Enterprises, Inc.
|
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.
|
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;
|
c.
|
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
|
d.
|
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
|
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, 2018
|
/s/ Leslie C. Kass
|
|
Leslie C. Kass
|
|
President 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.
|
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;
|
c.
|
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
|
d.
|
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
|
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, 2018
|
/s/ Joel K. Mostrom
|
|
Joel K. Mostrom
|
|
Chief Financial Officer
|
(1)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2018
(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 B&W as of the dates and for the periods expressed in the Report.
|
Dated: August 9, 2018
|
/s/ Leslie C. Kass
|
|
Leslie C. Kass
|
|
President and Chief Executive Officer
|
(1)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2018
(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 B&W as of the dates and for the periods expressed in the Report.
|
Dated: August 9, 2018
|
/s/ Joel K. Mostrom
|
|
Joel K. Mostrom
|
|
Chief Financial Officer
|