Price Graph
Price
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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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20 SOUTH VAN BUREN AVENUE
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BARBERTON, OHIO
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44203
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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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¨
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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 September 30,
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Nine months ended September 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
|
$
|
294,963
|
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$
|
356,870
|
|
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$
|
839,476
|
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$
|
1,011,173
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Costs and expenses:
|
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|
||||||||
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Cost of operations
|
284,501
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326,117
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|
894,249
|
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1,000,399
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||||
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Selling, general and administrative expenses
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52,266
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50,356
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167,012
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164,412
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||||
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Goodwill impairment
|
—
|
|
86,903
|
|
|
37,540
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|
86,903
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|
||||
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Restructuring activities and spin-off transaction costs
|
2,863
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|
3,664
|
|
|
13,551
|
|
8,648
|
|
||||
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Research and development costs
|
452
|
|
1,893
|
|
|
2,881
|
|
6,123
|
|
||||
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Loss on asset disposals, net
|
28
|
|
59
|
|
|
1,412
|
|
61
|
|
||||
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Total costs and expenses
|
340,110
|
|
468,992
|
|
|
1,116,645
|
|
1,266,546
|
|
||||
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Equity in income and impairment of investees
|
—
|
|
1,234
|
|
|
(11,757
|
)
|
(13,380
|
)
|
||||
|
Operating loss
|
(45,147
|
)
|
(110,888
|
)
|
|
(288,926
|
)
|
(268,753
|
)
|
||||
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Other income (expense):
|
|
|
|
|
|
||||||||
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Interest income
|
172
|
|
124
|
|
|
432
|
|
361
|
|
||||
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Interest expense
|
(10,419
|
)
|
(7,255
|
)
|
|
(35,748
|
)
|
(15,241
|
)
|
||||
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Gain on sale of business
|
39,731
|
|
—
|
|
|
39,731
|
|
—
|
|
||||
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Loss on debt extinguishment
|
—
|
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—
|
|
|
(49,241
|
)
|
—
|
|
||||
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Benefit plans, net
|
10,756
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5,232
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|
24,839
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14,694
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||||
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Foreign exchange
|
(4,939
|
)
|
(6,902
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)
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(22,680
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)
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(4,563
|
)
|
||||
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Other – net
|
(45
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)
|
(241
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)
|
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221
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|
(163
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)
|
||||
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Total other income (expense)
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35,256
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(9,042
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)
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(42,446
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)
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(4,912
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)
|
||||
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Loss before income tax expense (benefit)
|
(9,891
|
)
|
(119,930
|
)
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(331,372
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)
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(273,665
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)
|
||||
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Income tax expense (benefit)
|
94,256
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(5,309
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)
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99,285
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(4,963
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)
|
||||
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Loss from continuing operations
|
(104,147
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)
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(114,621
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)
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(430,657
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)
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(268,702
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)
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||||
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Income (loss) from discontinued operations, net of tax
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(1,447
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)
|
532
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(60,875
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)
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(3,078
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)
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Net loss
|
(105,594
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)
|
(114,089
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)
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(491,532
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)
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(271,780
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)
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Net income attributable to noncontrolling interest
|
(94
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)
|
(213
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)
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(357
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)
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(566
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)
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Net loss attributable to stockholders
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$
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(105,688
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)
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$
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(114,302
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)
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$
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(491,889
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)
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$
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(272,346
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)
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Basic and diluted loss per share - continuing operations
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$
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(0.62
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)
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$
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(2.49
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)
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$
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(3.81
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)
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$
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(5.62
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)
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Basic and diluted earnings (loss) per share - discontinued operations
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(0.01
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)
|
0.01
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(0.54
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)
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(0.07
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)
|
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Basic and diluted loss per share
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$
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(0.63
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)
|
$
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(2.48
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)
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$
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(4.35
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)
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$
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(5.69
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)
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||||
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Shares used in the computation of earnings per share:
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|
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|
||||||||
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Basic and diluted
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168,677
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46,149
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113,147
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47,905
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|
||||
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Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
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(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
Net loss
|
$
|
(105,594
|
)
|
$
|
(114,089
|
)
|
|
$
|
(491,532
|
)
|
$
|
(271,780
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)
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||||
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Currency translation adjustments (CTA), net of taxes
|
296
|
|
2,591
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12,036
|
|
14,765
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|
||||
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|
||||||||
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Reclassification of CTA to net loss
|
2,595
|
|
—
|
|
|
551
|
|
—
|
|
||||
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|
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|
||||||||
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Derivative financial instruments:
|
|
|
|
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|
||||||||
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Unrealized losses on derivative financial instruments
|
103
|
|
398
|
|
|
1,102
|
|
2,642
|
|
||||
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Income tax (expense) benefit
|
(47
|
)
|
130
|
|
|
241
|
|
(9
|
)
|
||||
|
Unrealized losses on derivative financial instruments, net of taxes
|
150
|
|
268
|
|
|
861
|
|
2,651
|
|
||||
|
Derivative financial instrument (gains) losses reclassified into net income
|
(502
|
)
|
5,679
|
|
|
(1,641
|
)
|
(769
|
)
|
||||
|
Income tax (expense) benefit
|
(110
|
)
|
2,112
|
|
|
(358
|
)
|
165
|
|
||||
|
Reclassification adjustment for (gains) losses included in net loss, net of taxes
|
(392
|
)
|
3,567
|
|
|
(1,283
|
)
|
(934
|
)
|
||||
|
|
|
|
|
|
|
||||||||
|
Benefit obligations:
|
|
|
|
|
|
||||||||
|
Unrealized gains (losses) on benefit obligations
|
(11
|
)
|
(66
|
)
|
|
46
|
|
(207
|
)
|
||||
|
|
|
|
|
|
|
||||||||
|
Amortization of benefit plan benefits
|
(168
|
)
|
(619
|
)
|
|
(1,918
|
)
|
(2,281
|
)
|
||||
|
Income tax (expense) benefit
|
(46
|
)
|
11
|
|
|
1,846
|
|
31
|
|
||||
|
Amortization of benefit plan benefits, net of taxes
|
(122
|
)
|
(630
|
)
|
|
(3,764
|
)
|
(2,312
|
)
|
||||
|
|
|
|
|
|
|
||||||||
|
Other
|
—
|
|
65
|
|
|
(38
|
)
|
79
|
|
||||
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income
|
2,516
|
|
5,795
|
|
|
8,409
|
|
14,042
|
|
||||
|
Total comprehensive loss
|
(103,078
|
)
|
(108,294
|
)
|
|
(483,123
|
)
|
(257,738
|
)
|
||||
|
Comprehensive income (loss) attributable to noncontrolling interest
|
23
|
|
(59
|
)
|
|
(175
|
)
|
(85
|
)
|
||||
|
Comprehensive loss attributable to stockholders
|
$
|
(103,055
|
)
|
$
|
(108,353
|
)
|
|
$
|
(483,298
|
)
|
$
|
(257,823
|
)
|
|
(in thousands, except per share amount)
|
September 30, 2018
|
December 31, 2017
|
||||
|
Cash and cash equivalents
|
$
|
32,483
|
|
$
|
43,717
|
|
|
Restricted cash and cash equivalents
|
19,689
|
|
25,980
|
|
||
|
Accounts receivable – trade, net
|
206,368
|
|
252,508
|
|
||
|
Accounts receivable – other
|
58,562
|
|
78,813
|
|
||
|
Contracts in progress
|
141,573
|
|
135,811
|
|
||
|
Inventories
|
64,655
|
|
72,917
|
|
||
|
Other current assets
|
36,868
|
|
34,039
|
|
||
|
Current assets of discontinued operations
|
90,167
|
|
88,472
|
|
||
|
Total current assets
|
650,365
|
|
732,257
|
|
||
|
Net property, plant and equipment
|
96,926
|
|
114,707
|
|
||
|
Goodwill
|
47,213
|
|
85,678
|
|
||
|
Deferred income taxes
|
—
|
|
97,467
|
|
||
|
Investments in unconsolidated affiliates
|
735
|
|
43,278
|
|
||
|
Intangible assets
|
35,102
|
|
42,065
|
|
||
|
Other assets
|
29,715
|
|
25,741
|
|
||
|
Noncurrent assets of discontinued operations
|
109,296
|
|
181,036
|
|
||
|
Total assets
|
$
|
969,352
|
|
$
|
1,322,229
|
|
|
|
|
|
||||
|
Foreign revolving credit facilities
|
$
|
3,415
|
|
$
|
9,173
|
|
|
Second lien term loan facility
|
—
|
|
160,141
|
|
||
|
Accounts payable
|
194,668
|
|
205,396
|
|
||
|
Accrued employee benefits
|
25,569
|
|
27,058
|
|
||
|
Advance billings on contracts
|
127,845
|
|
171,997
|
|
||
|
Accrued warranty expense
|
52,164
|
|
33,514
|
|
||
|
Other accrued liabilities
|
83,219
|
|
89,549
|
|
||
|
Current liabilities of discontinued operations
|
56,527
|
|
47,499
|
|
||
|
Total current liabilities
|
543,407
|
|
744,327
|
|
||
|
U.S. revolving credit facility
|
190,600
|
|
94,300
|
|
||
|
Last out term loan
|
20,029
|
|
—
|
|
||
|
Pension and other accumulated postretirement benefit liabilities
|
216,971
|
|
250,002
|
|
||
|
Other noncurrent liabilities
|
36,973
|
|
29,897
|
|
||
|
Noncurrent liabilities of discontinued operations
|
8,127
|
|
13,000
|
|
||
|
Total liabilities
|
1,016,107
|
|
1,131,526
|
|
||
|
Commitments and contingencies
|
|
|
||||
|
Stockholders' (deficit) equity:
|
|
|
||||
|
Common stock, par value $0.01 per share, authorized 200,000 shares; issued and outstanding 168,681 and 44,065 shares at September 30, 2018 and December 31, 2017, respectively
|
1,747
|
|
499
|
|
||
|
Capital in excess of par value
|
1,046,805
|
|
800,968
|
|
||
|
Treasury stock at cost, 5,839 and 5,681 shares at September 30, 2018 and December 31, 2017, respectively
|
(105,551
|
)
|
(104,785
|
)
|
||
|
Accumulated deficit
|
(984,511
|
)
|
(492,150
|
)
|
||
|
Accumulated other comprehensive loss
|
(14,020
|
)
|
(22,429
|
)
|
||
|
Stockholders' (deficit) equity attributable to shareholders
|
(55,530
|
)
|
182,103
|
|
||
|
Noncontrolling interest
|
8,775
|
|
8,600
|
|
||
|
Total stockholders' (deficit) equity
|
(46,755
|
)
|
190,703
|
|
||
|
Total liabilities and stockholders' (deficit) equity
|
$
|
969,352
|
|
$
|
1,322,229
|
|
|
|
|
Nine months ended September 30,
|
|||||
|
(in thousands)
|
|
2018
|
2017
|
||||
|
Cash flows from operating activities:
|
|
|
|||||
|
Net loss
|
|
$
|
(491,532
|
)
|
$
|
(271,780
|
)
|
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
|
Depreciation and amortization of long-lived assets
|
|
24,487
|
|
31,037
|
|
||
|
Amortization of debt issuance costs, debt discount and payment-in-kind interest
|
|
10,121
|
|
3,190
|
|
||
|
Gain on sale of business
|
|
(39,731
|
)
|
—
|
|
||
|
Loss on debt extinguishment
|
|
49,241
|
|
—
|
|
||
|
Goodwill impairment of discontinued operations
|
|
72,309
|
|
—
|
|
||
|
Goodwill impairment
|
|
37,540
|
|
86,903
|
|
||
|
Income from equity method investees
|
|
(6,605
|
)
|
(4,813
|
)
|
||
|
Other than temporary impairment of equity method investment in TBWES
|
|
18,362
|
|
18,193
|
|
||
|
Losses on asset disposals and impairments
|
|
1,922
|
|
543
|
|
||
|
Reserve for claims receivable
|
|
15,523
|
|
—
|
|
||
|
Provision for (benefit from) deferred income taxes, including valuation allowances
|
|
97,707
|
|
(2,100
|
)
|
||
|
Mark to market gains and prior service cost amortization for pension and postretirement plans
|
|
(6,612
|
)
|
(1,219
|
)
|
||
|
Stock-based compensation, net of associated income taxes
|
|
2,002
|
|
8,523
|
|
||
|
Changes in assets and liabilities
|
|
|
|
||||
|
Accounts receivable
|
|
45,379
|
|
1,375
|
|
||
|
Contracts in progress and advance billings on contracts
|
|
(41,243
|
)
|
6,682
|
|
||
|
Inventories
|
|
5,197
|
|
2,717
|
|
||
|
Income taxes
|
|
(6,866
|
)
|
9,196
|
|
||
|
Accounts payable
|
|
(12,305
|
)
|
5,514
|
|
||
|
Accrued and other current liabilities
|
|
30,246
|
|
(16,011
|
)
|
||
|
Pension liabilities, accrued postretirement benefits and employee benefits
|
|
(29,329
|
)
|
(27,960
|
)
|
||
|
Other, net
|
|
10,695
|
|
(781
|
)
|
||
|
Net cash from operating activities
|
|
(213,492
|
)
|
(150,791
|
)
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Purchase of property, plant and equipment
|
|
(5,019
|
)
|
(10,666
|
)
|
||
|
Acquisition of business, net of cash acquired
|
|
—
|
|
(52,547
|
)
|
||
|
Proceeds from sale of businesses, net of cash sold
|
|
43,920
|
|
—
|
|
||
|
Proceeds from sale of equity method investments in joint ventures
|
|
28,764
|
|
—
|
|
||
|
Purchases of available-for-sale securities
|
|
(17,823
|
)
|
(22,900
|
)
|
||
|
Sales and maturities of available-for-sale securities
|
|
18,216
|
|
27,021
|
|
||
|
Other, net
|
|
(379
|
)
|
61
|
|
||
|
Net cash from investing activities
|
|
67,679
|
|
(59,031
|
)
|
||
|
|
|
Nine months ended September 30,
|
|||||
|
(in thousands)
|
|
2018
|
2017
|
||||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Borrowings under our U.S. revolving credit facility
|
|
446,400
|
|
511,423
|
|
||
|
Repayments of our U.S. revolving credit facility
|
|
(350,100
|
)
|
(462,323
|
)
|
||
|
Borrowings under our last out term loan
|
|
20,000
|
|
—
|
|
||
|
Proceeds from our second lien term loan facility, net of $34.2 million discount
|
|
—
|
|
141,674
|
|
||
|
Repayments of our second lien term loan facility
|
|
(212,590
|
)
|
—
|
|
||
|
Repayments of our foreign revolving credit facilities
|
|
(5,607
|
)
|
(3,313
|
)
|
||
|
Common stock repurchase from related party
|
|
—
|
|
(16,674
|
)
|
||
|
Proceeds from rights offering
|
|
247,132
|
|
—
|
|
||
|
Costs related to rights offering
|
|
(3,286
|
)
|
—
|
|
||
|
Debt issuance costs
|
|
(8,080
|
)
|
(14,025
|
)
|
||
|
Issuance of common stock
|
|
1,243
|
|
—
|
|
||
|
Shares of our common stock returned to treasury stock
|
|
(766
|
)
|
(927
|
)
|
||
|
Other, net
|
|
(6
|
)
|
(298
|
)
|
||
|
Net cash from financing activities
|
|
134,340
|
|
155,537
|
|
||
|
Effects of exchange rate changes on cash
|
|
(1,356
|
)
|
5,413
|
|
||
|
Net decrease in cash, cash equivalents and restricted cash
|
|
(12,829
|
)
|
(48,872
|
)
|
||
|
Less net increase (decrease) in cash and cash equivalents of discontinued operations
|
|
4,696
|
|
2,263
|
|
||
|
Net decrease in cash, cash equivalents and restricted cash of continuing operations
|
|
(17,525
|
)
|
(51,135
|
)
|
||
|
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
|
|
$
|
52,172
|
|
$
|
64,061
|
|
|
•
|
raised gross proceeds of
$248.4 million
on April 30, 2018 through the rights offering as described in
Note 20
(the "Rights Offering");
|
|
•
|
repaid on May 4, 2018 the Second Lien Term Loan Facility described in
Note 19
that had been in default beginning March 1, 2018;
|
|
•
|
completed the sale of our MEGTEC and Universal businesses on October 5, 2018, for
$130 million
, subject to adjustment, resulting in receipt of
$115.0 million
in cash, net of
$19.5 million
in cash sold with the businesses, and
$7.7 million
that was deposited in escrow pending final settlement of working capital and other customary matters;
|
|
•
|
completed the sale of Palm Beach Resource Recovery Corporation ("PBRRC"), a subsidiary that held
two
operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida, on September 17, 2018 for
$45 million
subject to adjustment, resulting in receipt of
$38.8 million
in cash and
$4.9 million
, which was deposited in escrow pending final settlement of working capital and other customary matters;
|
|
•
|
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 the third quarter of 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
$38 million
annually;
|
|
•
|
received
$20 million
in net proceeds from the Last Out Term Loan, described in
Note 18
, from B. Riley FBR, Inc., a related party, during the third quarter of 2018 and another
$10 million
in net proceeds from the Last Out Term Loan from the same lender in October 2018; and
|
|
•
|
entered into several waivers and amendments to avoid default under our U.S. Revolving Credit Facility as described in Note 17 to the condensed consolidated financial statements, the most recent of which is dated October 31, 2018. As part of this latest amendment, our lenders agreed to: (1) extend the deadline to obtain written concessions from customers in an amount of at least $25.0 million to February 15, 2019; (2) change the interest coverage and senior leverage financial covenant ratios; (3) amend the definition of EBITDA to allow certain add-back adjustments
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
(in thousands, except per share amounts)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
Loss from continuing operations
|
$
|
(104,241
|
)
|
$
|
(114,834
|
)
|
|
$
|
(431,014
|
)
|
$
|
(269,268
|
)
|
|
Income (loss) from discontinued operations, net of tax
|
(1,447
|
)
|
532
|
|
|
(60,875
|
)
|
(3,078
|
)
|
||||
|
Net loss attributable to shareholders
|
$
|
(105,688
|
)
|
$
|
(114,302
|
)
|
|
$
|
(491,889
|
)
|
$
|
(272,346
|
)
|
|
|
|
|
|
|
|
||||||||
|
Weighted average shares used to calculate basic and diluted earnings per share
|
168,677
|
|
46,149
|
|
|
113,147
|
|
47,905
|
|
||||
|
|
|
|
|
|
|
||||||||
|
Basic and diluted loss per share - continuing operations
|
$
|
(0.62
|
)
|
$
|
(2.49
|
)
|
|
$
|
(3.81
|
)
|
$
|
(5.62
|
)
|
|
Basic and diluted earnings (loss) per share - discontinued operations
|
(0.01
|
)
|
0.01
|
|
|
(0.54
|
)
|
(0.07
|
)
|
||||
|
Basic and diluted loss per share
|
$
|
(0.63
|
)
|
$
|
(2.48
|
)
|
|
$
|
(4.35
|
)
|
$
|
(5.69
|
)
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
Revenue
|
$
|
50,969
|
|
$
|
51,833
|
|
|
$
|
167,408
|
|
$
|
138,463
|
|
|
Cost of operations
|
40,597
|
|
40,504
|
|
|
130,785
|
|
109,601
|
|
||||
|
Selling, general and administrative
|
9,220
|
|
9,885
|
|
|
26,244
|
|
31,329
|
|
||||
|
Goodwill impairment
|
—
|
|
—
|
|
|
72,309
|
|
—
|
|
||||
|
Restructuring charge
|
—
|
|
111
|
|
|
—
|
|
262
|
|
||||
|
Research and development
|
424
|
|
398
|
|
|
1,180
|
|
1,331
|
|
||||
|
Loss (gain) on asset disposals
|
(2,234
|
)
|
—
|
|
|
(2,234
|
)
|
2
|
|
||||
|
Operating income (loss)
|
2,962
|
|
935
|
|
|
(60,877
|
)
|
(4,062
|
)
|
||||
|
Net income (loss)
|
(1,447
|
)
|
532
|
|
|
(60,875
|
)
|
(3,078
|
)
|
||||
|
(in thousands)
|
September 30, 2018
|
December 31, 2017
|
||||
|
Cash and cash equivalents
|
$
|
17,646
|
|
$
|
12,950
|
|
|
Accounts receivable – trade, net
|
36,428
|
|
39,196
|
|
||
|
Accounts receivable – other
|
1,873
|
|
157
|
|
||
|
Contracts in progress
|
20,403
|
|
25,409
|
|
||
|
Inventories
|
8,959
|
|
9,245
|
|
||
|
Other current assets
|
4,858
|
|
1,515
|
|
||
|
Current assets of discontinued operations
|
90,167
|
|
88,472
|
|
||
|
Net property, plant and equipment
|
26,365
|
|
27,224
|
|
||
|
Goodwill
|
46,411
|
|
118,720
|
|
||
|
Deferred income taxes
|
1,882
|
|
359
|
|
||
|
Intangible assets
|
32,364
|
|
34,715
|
|
||
|
Other assets
|
2,274
|
|
18
|
|
||
|
Noncurrent assets of discontinued operations
|
109,296
|
|
181,036
|
|
||
|
Total assets of discontinued operations
|
$
|
199,463
|
|
$
|
269,508
|
|
|
|
|
|
||||
|
Accounts payable
|
$
|
13,673
|
|
$
|
19,838
|
|
|
Accrued employee benefits
|
4,324
|
|
3,095
|
|
||
|
Advance billings on contracts
|
10,199
|
|
9,073
|
|
||
|
Accrued warranty expense
|
4,928
|
|
5,506
|
|
||
|
Other accrued liabilities
|
23,403
|
|
9,987
|
|
||
|
Current liabilities of discontinued operations
|
56,527
|
|
47,499
|
|
||
|
Pension and other accumulated postretirement benefit liabilities
|
6,294
|
|
6,388
|
|
||
|
Other noncurrent liabilities
|
1,833
|
|
6,612
|
|
||
|
Noncurrent liabilities of discontinued operations
|
8,127
|
|
13,000
|
|
||
|
Total liabilities of discontinued operations
|
$
|
64,654
|
|
$
|
60,499
|
|
|
|
Nine months ended September 30,
|
|||||
|
(in thousands)
|
2018
|
2017
|
||||
|
Depreciation and amortization
|
$
|
3,482
|
|
$
|
7,633
|
|
|
Goodwill impairment
|
72,309
|
|
—
|
|
||
|
Loss (gain) on asset disposals
|
(2,234
|
)
|
2
|
|
||
|
Benefit from deferred income taxes
|
(974
|
)
|
(282
|
)
|
||
|
Purchase of property, plant equipment
|
(77
|
)
|
(888
|
)
|
||
|
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 and operations and maintenance services for the waste-to-energy and biomass power generation industries.
|
|
•
|
Industrial segment
:
focused on the supply of custom-engineered cooling systems for steam applications along with related aftermarket services.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
Revenues:
|
|
|
|
|
|
||||||||
|
Power segment
|
|
|
|
|
|
||||||||
|
Retrofits
|
$
|
52,366
|
|
$
|
78,684
|
|
|
$
|
183,693
|
|
$
|
222,128
|
|
|
New build utility and environmental
|
38,039
|
|
25,764
|
|
|
93,080
|
|
123,314
|
|
||||
|
Aftermarket parts and field engineering services
|
67,678
|
|
64,456
|
|
|
204,050
|
|
202,037
|
|
||||
|
Industrial steam generation
|
41,143
|
|
38,624
|
|
|
84,513
|
|
103,437
|
|
||||
|
Eliminations
|
(8,176
|
)
|
(5,306
|
)
|
|
(17,408
|
)
|
(38,642
|
)
|
||||
|
|
191,050
|
|
202,222
|
|
|
547,928
|
|
612,274
|
|
||||
|
Renewable segment
|
|
|
|
|
|
||||||||
|
Renewable new build and services
|
62,834
|
|
93,154
|
|
|
147,622
|
|
214,156
|
|
||||
|
Operations and maintenance services
|
14,278
|
|
15,403
|
|
|
44,450
|
|
48,011
|
|
||||
|
Eliminations
|
(628
|
)
|
—
|
|
|
(628
|
)
|
—
|
|
||||
|
|
76,484
|
|
108,557
|
|
|
191,444
|
|
262,167
|
|
||||
|
Industrial segment
|
|
|
|
|
|
||||||||
|
New build cooling systems
|
26,852
|
|
34,354
|
|
|
89,596
|
|
101,260
|
|
||||
|
Aftermarket cooling system services
|
7,997
|
|
13,100
|
|
|
28,012
|
|
42,011
|
|
||||
|
|
34,849
|
|
47,454
|
|
|
117,608
|
|
143,271
|
|
||||
|
|
|
|
|
|
|
||||||||
|
Eliminations
|
(7,420
|
)
|
(1,363
|
)
|
|
(17,504
|
)
|
(6,539
|
)
|
||||
|
|
$
|
294,963
|
|
$
|
356,870
|
|
|
$
|
839,476
|
|
$
|
1,011,173
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
Gross profit (loss)
(1)
:
|
|
|
|
|
|
||||||||
|
Power segment
|
$
|
34,313
|
|
$
|
35,390
|
|
|
$
|
95,189
|
|
$
|
116,952
|
|
|
Renewable segment
|
(17,120
|
)
|
181
|
|
|
(136,898
|
)
|
(100,119
|
)
|
||||
|
Industrial segment
|
(5,524
|
)
|
(2,556
|
)
|
|
(8,196
|
)
|
2,330
|
|
||||
|
Intangible amortization expense included in cost of operations
|
(1,207
|
)
|
(2,262
|
)
|
|
(4,868
|
)
|
(8,389
|
)
|
||||
|
|
10,462
|
|
30,753
|
|
|
(54,773
|
)
|
10,774
|
|
||||
|
|
|
|
|
|
|
||||||||
|
Selling, general and administrative ("SG&A") expenses
|
(44,887
|
)
|
(49,871
|
)
|
|
(151,007
|
)
|
(163,723
|
)
|
||||
|
Financial advisory services included in SG&A
|
(7,244
|
)
|
(358
|
)
|
|
(15,475
|
)
|
(358
|
)
|
||||
|
Intangible amortization expense included in SG&A
|
(135
|
)
|
(127
|
)
|
|
(530
|
)
|
(331
|
)
|
||||
|
Goodwill impairment
|
—
|
|
(86,903
|
)
|
|
(37,540
|
)
|
(86,903
|
)
|
||||
|
Restructuring activities and spin-off transaction costs
|
(2,863
|
)
|
(3,664
|
)
|
|
(13,551
|
)
|
(8,648
|
)
|
||||
|
Research and development costs
|
(452
|
)
|
(1,893
|
)
|
|
(2,881
|
)
|
(6,123
|
)
|
||||
|
Loss on asset disposals, net
|
(28
|
)
|
(59
|
)
|
|
(1,412
|
)
|
(61
|
)
|
||||
|
Equity in income and impairment of investees
|
—
|
|
1,234
|
|
|
(11,757
|
)
|
(13,380
|
)
|
||||
|
Operating loss
|
$
|
(45,147
|
)
|
$
|
(110,888
|
)
|
|
$
|
(288,926
|
)
|
$
|
(268,753
|
)
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
||||
|
Power segment
(1)
|
$
|
21,911
|
|
$
|
21,624
|
|
|
$
|
49,524
|
|
$
|
66,434
|
|
|
Renewable segment
|
(25,831
|
)
|
(10,648
|
)
|
|
(166,188
|
)
|
(133,023
|
)
|
||||
|
Industrial segment
|
(11,212
|
)
|
(7,609
|
)
|
|
(24,744
|
)
|
(12,994
|
)
|
||||
|
Corporate
(2)
|
(5,793
|
)
|
(8,775
|
)
|
|
(23,601
|
)
|
(28,168
|
)
|
||||
|
Research and development costs
|
(452
|
)
|
(1,893
|
)
|
|
(2,881
|
)
|
(6,123
|
)
|
||||
|
Foreign exchange
|
(4,939
|
)
|
(6,902
|
)
|
|
(22,680
|
)
|
(4,563
|
)
|
||||
|
Other – net
|
(45
|
)
|
(241
|
)
|
|
221
|
|
(163
|
)
|
||||
|
|
(26,361
|
)
|
(14,444
|
)
|
|
(190,349
|
)
|
(118,600
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Gain on sale of business
|
39,731
|
|
—
|
|
|
39,731
|
|
—
|
|
||||
|
Gain on sale of equity method investment (BWBC)
|
—
|
|
—
|
|
|
6,509
|
|
—
|
|
||||
|
Impairment of equity method investment in TBWES
|
—
|
|
—
|
|
|
(18,362
|
)
|
(18,193
|
)
|
||||
|
Loss on debt extinguishment
|
—
|
|
—
|
|
|
(49,241
|
)
|
—
|
|
||||
|
Loss on asset disposal
|
—
|
|
(61
|
)
|
|
(1,513
|
)
|
(61
|
)
|
||||
|
MTM gain (loss) from benefit plans
|
4,196
|
|
—
|
|
|
4,740
|
|
(1,062
|
)
|
||||
|
Financial advisory services
|
(7,244
|
)
|
(358
|
)
|
|
(15,475
|
)
|
(358
|
)
|
||||
|
Acquisition and integration costs included in SG&A
|
—
|
|
(141
|
)
|
|
—
|
|
(1,573
|
)
|
||||
|
Goodwill impairment
|
—
|
|
(86,903
|
)
|
|
(37,540
|
)
|
(86,903
|
)
|
||||
|
Restructuring activities and spin-off transaction costs
|
(2,863
|
)
|
(3,664
|
)
|
|
(13,551
|
)
|
(8,648
|
)
|
||||
|
Depreciation & amortization
|
(7,103
|
)
|
(7,228
|
)
|
|
(21,005
|
)
|
(23,387
|
)
|
||||
|
Interest expense, net
|
(10,247
|
)
|
(7,131
|
)
|
|
(35,316
|
)
|
(14,880
|
)
|
||||
|
Loss before income tax expense
|
(9,891
|
)
|
(119,930
|
)
|
|
(331,372
|
)
|
(273,665
|
)
|
||||
|
Income tax expense (benefit)
|
94,256
|
|
(5,309
|
)
|
|
99,285
|
|
(4,963
|
)
|
||||
|
Loss from continuing operations
|
(104,147
|
)
|
(114,621
|
)
|
|
(430,657
|
)
|
(268,702
|
)
|
||||
|
Income (loss) from discontinued operations, net of tax
|
(1,447
|
)
|
532
|
|
|
(60,875
|
)
|
(3,078
|
)
|
||||
|
Net loss
|
(105,594
|
)
|
(114,089
|
)
|
|
(491,532
|
)
|
(271,780
|
)
|
||||
|
Net income attributable to noncontrolling interest
|
(94
|
)
|
(213
|
)
|
|
(357
|
)
|
(566
|
)
|
||||
|
Net loss attributable to stockholders
|
$
|
(105,688
|
)
|
$
|
(114,302
|
)
|
|
$
|
(491,889
|
)
|
$
|
(272,346
|
)
|
|
|
September 30,
|
December 31,
|
||||
|
(in thousands)
|
2018
|
2017
|
||||
|
Contract assets - included in contracts in progress:
|
|
|
||||
|
Costs incurred less costs of revenue recognized
|
$
|
51,083
|
|
$
|
69,576
|
|
|
Revenues recognized less billings to customers
|
90,490
|
|
66,235
|
|
||
|
Contracts in progress
|
$
|
141,573
|
|
$
|
135,811
|
|
|
Contract liabilities - included in advance billings on contracts:
|
|
|
||||
|
Billings to customers less revenues recognized
|
$
|
124,973
|
|
$
|
168,880
|
|
|
Costs of revenue recognized less cost incurred
|
2,872
|
|
3,117
|
|
||
|
Advance billings on contracts
|
$
|
127,845
|
|
$
|
171,997
|
|
|
|
|
|
||||
|
Accrued contract losses
|
$
|
40,362
|
|
$
|
40,634
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||
|
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
Increases in gross profits for changes in estimates for over time contracts
|
$
|
2,326
|
|
$
|
3,040
|
|
|
$
|
16,182
|
|
$
|
15,777
|
|
|
Decreases in gross profits for changes in estimates for over time contracts
|
(26,583
|
)
|
(12,312
|
)
|
|
(136,992
|
)
|
(135,445
|
)
|
||||
|
Net changes in gross profits for changes in estimates for over time contracts
|
$
|
(24,257
|
)
|
$
|
(9,272
|
)
|
|
$
|
(120,810
|
)
|
$
|
(119,668
|
)
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
Balance at beginning of period
|
$
|
7,882
|
|
$
|
838
|
|
|
$
|
2,320
|
|
$
|
1,809
|
|
|
Restructuring expense
|
2,849
|
|
3,166
|
|
|
13,013
|
|
7,023
|
|
||||
|
Payments
|
(3,113
|
)
|
(2,188
|
)
|
|
(7,715
|
)
|
(7,016
|
)
|
||||
|
Balance at September 30
|
$
|
7,618
|
|
$
|
1,816
|
|
|
$
|
7,618
|
|
$
|
1,816
|
|
|
(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
|
|
(38
|
)
|
(48
|
)
|
(439
|
)
|
654
|
|
|||||
|
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
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
296
|
|
—
|
|
150
|
|
(11
|
)
|
435
|
|
|||||
|
Amounts reclassified from AOCI to net income (loss)
|
2,595
|
|
—
|
|
(392
|
)
|
(122
|
)
|
2,081
|
|
|||||
|
Net current-period other comprehensive income (loss)
|
2,891
|
|
—
|
|
(242
|
)
|
(133
|
)
|
2,516
|
|
|||||
|
Balance at September 30, 2018
|
$
|
(15,250
|
)
|
$
|
—
|
|
$
|
1,315
|
|
$
|
(85
|
)
|
$
|
(14,020
|
)
|
|
(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
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
2,591
|
|
69
|
|
268
|
|
(66
|
)
|
2,862
|
|
|||||
|
Amounts reclassified from AOCI to net income (loss)
|
—
|
|
(4
|
)
|
3,567
|
|
(630
|
)
|
2,933
|
|
|||||
|
Net current-period other comprehensive income (loss)
|
2,591
|
|
65
|
|
3,835
|
|
(696
|
)
|
5,795
|
|
|||||
|
Balance at September 30, 2017
|
$
|
(29,222
|
)
|
$
|
42
|
|
$
|
2,519
|
|
$
|
4,221
|
|
$
|
(22,440
|
)
|
|
AOCI component
|
Line items in the Condensed Consolidated Statements of Operations affected by reclassifications from AOCI
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||
|
2018
|
2017
|
|
2018
|
2017
|
||||||||||
|
Release of currency translation gain with the sale of equity method investment
|
Equity in income and impairment of investees
|
$
|
(2,595
|
)
|
$
|
—
|
|
|
$
|
(551
|
)
|
$
|
—
|
|
|
|
Provision for income taxes
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
|
|
Net loss
|
$
|
(2,595
|
)
|
$
|
—
|
|
|
$
|
(551
|
)
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
Derivative financial instruments
|
Revenues
|
$
|
508
|
|
$
|
2,092
|
|
|
$
|
1,646
|
|
$
|
8,094
|
|
|
|
Cost of operations
|
(6
|
)
|
159
|
|
|
(5
|
)
|
113
|
|
||||
|
|
Other-net
|
—
|
|
(7,930
|
)
|
|
—
|
|
(7,438
|
)
|
||||
|
|
Total before tax
|
502
|
|
(5,679
|
)
|
|
1,641
|
|
769
|
|
||||
|
|
Provision for income taxes
|
110
|
|
(2,112
|
)
|
|
358
|
|
(165
|
)
|
||||
|
|
Net income (loss)
|
$
|
392
|
|
$
|
(3,567
|
)
|
|
$
|
1,283
|
|
$
|
934
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of prior service cost on benefit obligations
|
Benefit plans, net
|
$
|
168
|
|
$
|
619
|
|
|
$
|
979
|
|
$
|
2,281
|
|
|
|
Provision for income taxes
|
46
|
|
(11
|
)
|
|
46
|
|
(31
|
)
|
||||
|
|
Net income
|
$
|
122
|
|
$
|
630
|
|
|
$
|
933
|
|
$
|
2,312
|
|
|
|
|
|
|
|
|
|
||||||||
|
Realized gain on investments
|
Other-net
|
$
|
—
|
|
$
|
6
|
|
|
$
|
—
|
|
$
|
50
|
|
|
|
Provision for income taxes
|
—
|
|
2
|
|
|
—
|
|
18
|
|
||||
|
|
Net income
|
$
|
—
|
|
$
|
4
|
|
|
$
|
—
|
|
$
|
32
|
|
|
(in thousands)
|
September 30, 2018
|
December 31, 2017
|
||||
|
Raw materials and supplies
|
$
|
47,047
|
|
$
|
54,291
|
|
|
Work in progress
|
6,276
|
|
6,918
|
|
||
|
Finished goods
|
11,332
|
|
11,708
|
|
||
|
Total inventories
|
$
|
64,655
|
|
$
|
72,917
|
|
|
(in thousands)
|
Power
|
|
Renewable
|
|
Industrial
(1)
|
|
Total
|
||||||||
|
Balance at December 31, 2017
(2)
|
$
|
47,370
|
|
|
$
|
—
|
|
|
$
|
38,308
|
|
|
$
|
85,678
|
|
|
Currency translation adjustments
|
(157
|
)
|
|
—
|
|
|
(768
|
)
|
|
(925
|
)
|
||||
|
2018 impairment charges
|
—
|
|
|
—
|
|
|
(37,540
|
)
|
|
(37,540
|
)
|
||||
|
Balance at September 30, 2018
(2)
|
$
|
47,213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,213
|
|
|
(in thousands)
|
Power
|
|
Renewable
|
|
Industrial
(1)
|
|
Total
|
||||||||
|
Balance at December 31, 2016
|
$
|
46,220
|
|
|
$
|
48,435
|
|
|
$
|
68,432
|
|
|
$
|
163,087
|
|
|
Currency translation adjustments
|
1,180
|
|
|
1,530
|
|
|
6,491
|
|
|
9,201
|
|
||||
|
2017 impairment charges
|
—
|
|
|
(49,965
|
)
|
|
(36,938
|
)
|
|
(86,903
|
)
|
||||
|
Balance at September 30, 2017
(2)
|
$
|
47,400
|
|
|
$
|
—
|
|
|
$
|
37,985
|
|
|
$
|
85,385
|
|
|
(in thousands)
|
September 30, 2018
|
December 31, 2017
|
||||
|
Definite-lived intangible assets
(1)
|
|
|
||||
|
Customer relationships
|
$
|
25,000
|
|
$
|
25,494
|
|
|
Unpatented technology
|
15,166
|
|
12,910
|
|
||
|
Patented technology
|
2,632
|
|
6,542
|
|
||
|
Tradename
|
12,636
|
|
13,951
|
|
||
|
Backlog
|
17,760
|
|
18,060
|
|
||
|
All other
|
9,809
|
|
7,611
|
|
||
|
Gross value of definite-lived intangible assets
|
83,003
|
|
84,568
|
|
||
|
Customer relationships amortization
|
(14,167
|
)
|
(12,455
|
)
|
||
|
Unpatented technology amortization
|
(3,395
|
)
|
(2,184
|
)
|
||
|
Patented technology amortization
|
(2,315
|
)
|
(2,213
|
)
|
||
|
Tradename amortization
|
(3,524
|
)
|
(3,042
|
)
|
||
|
Acquired backlog amortization
|
(17,760
|
)
|
(16,622
|
)
|
||
|
All other amortization
|
(8,045
|
)
|
(7,292
|
)
|
||
|
Accumulated amortization
|
(49,206
|
)
|
(43,808
|
)
|
||
|
Net definite-lived intangible assets
|
$
|
33,797
|
|
$
|
40,760
|
|
|
|
|
|
||||
|
Indefinite-lived intangible assets:
|
|
|
||||
|
Trademarks and trade names
|
$
|
1,305
|
|
$
|
1,305
|
|
|
Total indefinite-lived intangible assets
|
$
|
1,305
|
|
$
|
1,305
|
|
|
|
Nine months ended September 30,
|
|||||
|
(in thousands)
|
2018
|
2017
|
||||
|
Balance at beginning of period
|
$
|
42,065
|
|
$
|
48,622
|
|
|
Amortization expense
|
(5,398
|
)
|
(8,724
|
)
|
||
|
Currency translation adjustments and other
|
(1,565
|
)
|
3,877
|
|
||
|
Balance at end of the period
|
$
|
35,102
|
|
$
|
43,775
|
|
|
Year ending
|
Amortization expense
|
||
|
Three months ending December 31, 2018
|
$
|
1,311
|
|
|
Twelve months ending December 31, 2019
|
4,724
|
|
|
|
Twelve months ending December 31, 2020
|
3,976
|
|
|
|
Twelve months ending December 31, 2021
|
3,763
|
|
|
|
Twelve months ending December 31, 2022
|
3,671
|
|
|
|
Twelve months ending December 31, 2023
|
3,662
|
|
|
|
Thereafter
|
12,690
|
|
|
|
(in thousands)
|
September 30, 2018
|
December 31, 2017
|
||||
|
Land
|
$
|
3,597
|
|
$
|
3,631
|
|
|
Buildings
|
106,635
|
|
107,944
|
|
||
|
Machinery and equipment
|
182,653
|
|
205,331
|
|
||
|
Property under construction
|
2,278
|
|
5,979
|
|
||
|
|
295,163
|
|
322,885
|
|
||
|
Less accumulated depreciation
|
198,237
|
|
208,178
|
|
||
|
Net property, plant and equipment
|
$
|
96,926
|
|
$
|
114,707
|
|
|
|
Nine Months Ended September 30,
|
|||||
|
(in thousands)
|
2018
|
2017
|
||||
|
Balance at beginning of period
|
$
|
33,514
|
|
$
|
36,520
|
|
|
Additions
|
30,621
|
|
17,782
|
|
||
|
Expirations and other changes
|
(1,865
|
)
|
(9,053
|
)
|
||
|
Payments
|
(9,418
|
)
|
(10,534
|
)
|
||
|
Translation and other
|
(688
|
)
|
1,900
|
|
||
|
Balance at end of period
|
$
|
52,164
|
|
$
|
36,615
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
(in thousands)
|
2018
|
2017
|
2018
|
2017
|
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||||
|
Interest cost
|
$
|
9,739
|
|
$
|
10,342
|
|
$
|
29,237
|
|
$
|
30,832
|
|
|
$
|
97
|
|
$
|
(106
|
)
|
$
|
289
|
|
$
|
255
|
|
|
Expected return on plan assets
|
(16,235
|
)
|
(14,936
|
)
|
(48,680
|
)
|
(44,646
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Amortization of prior service cost
|
25
|
|
29
|
|
75
|
|
80
|
|
|
(186
|
)
|
(561
|
)
|
(1,020
|
)
|
(2,277
|
)
|
||||||||
|
Recognized net actuarial loss (gain)
|
(4,196
|
)
|
—
|
|
(4,740
|
)
|
1,062
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Benefit plans, net
|
(10,667
|
)
|
(4,565
|
)
|
(24,108
|
)
|
(12,672
|
)
|
|
(89
|
)
|
(667
|
)
|
(731
|
)
|
(2,022
|
)
|
||||||||
|
Service cost included in COS
|
186
|
|
200
|
|
562
|
|
681
|
|
|
4
|
|
3
|
|
12
|
|
11
|
|
||||||||
|
Net periodic benefit cost (benefit)
|
$
|
(10,481
|
)
|
$
|
(4,365
|
)
|
$
|
(23,546
|
)
|
$
|
(11,991
|
)
|
|
$
|
(85
|
)
|
$
|
(664
|
)
|
$
|
(719
|
)
|
$
|
(2,011
|
)
|
|
(in thousands)
|
September 30, 2018
|
December 31, 2017
|
||||
|
United States
|
$
|
190,600
|
|
$
|
94,300
|
|
|
Foreign
|
3,415
|
|
9,173
|
|
||
|
Total revolving debt
|
$
|
194,015
|
|
$
|
103,473
|
|
|
•
|
9.00
:1.0 for the quarter ending December 31, 2018,
|
|
•
|
4.00
:1.0 for the quarter ending March 31, 2019,
|
|
•
|
3.50
:1.0 for the quarter ending June 30, 2019,
|
|
•
|
3.00
:1.0 for the quarter ending September 30, 2019, and
|
|
•
|
3.00
:1.0 for or the quarters ending December 31, 2019 and each quarter thereafter.
|
|
•
|
1.00
:1.0 for the quarter ending September 30, 2018,
|
|
•
|
1.00
:1.0 for the quarter ending December 31, 2018,
|
|
•
|
2.25
:1.0 for the quarter ending March 31, 2019,
|
|
•
|
3.00
:1.0 for the quarter ending June 30, 2019,
|
|
•
|
3.25
:1.0 for the quarter ending September 30, 2019, and
|
|
•
|
3.25
:1.0 for or the quarters ending December 31, 2019 and each quarter thereafter.
|
|
(in thousands)
|
September 30, 2018
|
||
|
Proceeds
|
$
|
20,000
|
|
|
Discount and fees
|
4,111
|
|
|
|
Paid-in-kind interest
|
16
|
|
|
|
Principal
|
24,127
|
|
|
|
Unamortized discount and fees
|
(4,098
|
)
|
|
|
Debt balance
|
$
|
20,029
|
|
|
|
Asset and Liability Derivative
|
|||||
|
(in thousands)
|
September 30, 2018
|
December 31, 2017
|
||||
|
Derivatives designated as hedges:
|
|
|
||||
|
Foreign exchange contracts:
|
|
|
||||
|
Location of FX forward contracts designated as hedges:
|
|
|
||||
|
Accounts receivable-other
|
$
|
438
|
|
$
|
1,088
|
|
|
Other assets
|
463
|
|
312
|
|
||
|
Accounts payable
|
—
|
|
105
|
|
||
|
|
|
|
||||
|
Derivatives not designated as hedges:
|
|
|
||||
|
Foreign exchange contracts:
|
|
|
||||
|
Location of FX forward contracts not designated as hedges:
|
|
|
||||
|
Accounts receivable-other
|
$
|
5
|
|
$
|
7
|
|
|
Accounts payable
|
2
|
|
1,722
|
|
||
|
Other liabilities
|
—
|
|
12
|
|
||
|
|
Three months ended September 30,
|
|
Nine months ended September 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
|
$
|
103
|
|
$
|
398
|
|
|
$
|
1,102
|
|
$
|
2,642
|
|
|
Effective portion of gain (loss) reclassified from AOCI into earnings by location:
|
|
|
|
|
|
||||||||
|
Revenues
|
508
|
|
2,092
|
|
|
1,646
|
|
8,094
|
|
||||
|
Cost of operations
|
(6
|
)
|
159
|
|
|
(5
|
)
|
113
|
|
||||
|
Other-net
|
—
|
|
(7,930
|
)
|
|
—
|
|
(7,438
|
)
|
||||
|
Portion of gain (loss) recognized in income that is excluded from effectiveness testing by location:
|
|
|
|
|
|
||||||||
|
Other-net
|
(498
|
)
|
(7,005
|
)
|
|
(633
|
)
|
(10,524
|
)
|
||||
|
|
|
|
|
|
|
||||||||
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||||||
|
Forward contracts
|
|
|
|
|
|
||||||||
|
Loss recognized in income by location:
|
|
|
|
|
|
||||||||
|
Other-net
|
$
|
(28
|
)
|
$
|
(1,364
|
)
|
|
$
|
(24
|
)
|
$
|
(1,709
|
)
|
|
(in thousands)
|
|
|
|
|
||||||||
|
Available-for-sale securities
|
September 30, 2018
|
Level 1
|
Level 2
|
Level 3
|
||||||||
|
Commercial paper
|
$
|
3,384
|
|
$
|
—
|
|
$
|
3,384
|
|
$
|
—
|
|
|
Certificates of deposit
|
1,151
|
|
—
|
|
1,151
|
|
—
|
|
||||
|
Mutual funds
|
1,330
|
|
—
|
|
1,330
|
|
—
|
|
||||
|
Corporate notes and bonds
|
1,597
|
|
1,597
|
|
—
|
|
—
|
|
||||
|
United States Government and agency securities
|
7,954
|
|
7,954
|
|
—
|
|
—
|
|
||||
|
Total fair value of available-for-sale securities
|
$
|
15,416
|
|
$
|
9,551
|
|
$
|
5,865
|
|
$
|
—
|
|
|
(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
|
September 30, 2018
|
December 31, 2017
|
||||||
|
Forward contracts to purchase/sell foreign currencies
|
$
|
905
|
|
$
|
(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 and last out term loan
. We base the fair values of debt instruments on quoted market prices. Where quoted prices are not available, we base the fair values on the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. The fair value of our debt instruments approximated their carrying value at
September 30, 2018
and
December 31, 2017
.
|
|
(in thousands)
|
2018
|
2017
|
||||
|
Accrued capital expenditures in accounts payable
|
$
|
23
|
|
$
|
1,118
|
|
|
Accreted interest expense on our second lien term loan facility
|
$
|
3,202
|
|
$
|
1,095
|
|
|
(in thousands)
|
2018
|
2017
|
||||
|
Income tax payments (refunds), net
|
$
|
3,440
|
|
$
|
(11,190
|
)
|
|
Interest payments on our U.S. revolving credit facility
|
$
|
9,200
|
|
$
|
2,876
|
|
|
Interest payments on our second lien term loan facility
|
$
|
7,627
|
|
$
|
2,492
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
Components associated with borrowings from:
|
|
|
|
|
|
||||||||
|
U.S. Revolving Credit Facility
|
$
|
3,879
|
|
$
|
1,018
|
|
|
$
|
9,658
|
|
$
|
3,146
|
|
|
Second Lien Term Loan Facility
|
—
|
|
2,554
|
|
|
7,460
|
|
2,554
|
|
||||
|
Last Out Term Loan - interest paid
|
38
|
|
—
|
|
|
38
|
|
—
|
|
||||
|
Last Out Term Loan - interest paid-in-kind
|
83
|
|
—
|
|
|
83
|
|
—
|
|
||||
|
Foreign revolving credit facilities
|
157
|
|
234
|
|
|
436
|
|
708
|
|
||||
|
|
4,157
|
|
3,806
|
|
|
17,675
|
|
6,408
|
|
||||
|
Components associated with amortization or accretion of:
|
|
|
|
|
|
||||||||
|
U.S. Revolving Credit Facility deferred financing fees and commitment fees
|
6,104
|
|
2,304
|
|
|
14,419
|
|
3,892
|
|
||||
|
Second Lien Term Loan Facility discount and financing fees
|
—
|
|
1,095
|
|
|
3,202
|
|
1,095
|
|
||||
|
Last Out Term Loan discount and financing fees
|
49
|
|
—
|
|
|
49
|
|
—
|
|
||||
|
|
6,153
|
|
3,399
|
|
|
17,670
|
|
4,987
|
|
||||
|
|
|
|
|
|
|
||||||||
|
Other interest expense
|
109
|
|
50
|
|
|
403
|
|
3,846
|
|
||||
|
|
|
|
|
|
|
||||||||
|
Total interest expense
|
$
|
10,419
|
|
$
|
7,255
|
|
|
$
|
35,748
|
|
$
|
15,241
|
|
|
(in thousands)
|
September 30, 2018
|
December 31, 2017
|
September 30, 2017
|
December 31, 2016
|
||||||||
|
Held by foreign entities
|
$
|
25,838
|
|
$
|
42,490
|
|
$
|
35,123
|
|
$
|
89,042
|
|
|
Held by United States entities
(1)
|
6,645
|
|
1,227
|
|
2,290
|
|
(1,616
|
)
|
||||
|
Cash and cash equivalents of continuing operations
|
32,483
|
|
43,717
|
|
37,413
|
|
87,426
|
|
||||
|
|
|
|
|
|
||||||||
|
Reinsurance reserve requirements
|
13,390
|
|
21,061
|
|
21,456
|
|
21,189
|
|
||||
|
Restricted foreign accounts
|
6,299
|
|
4,919
|
|
5,192
|
|
6,581
|
|
||||
|
Restricted cash and cash equivalents
|
19,689
|
|
25,980
|
|
26,648
|
|
27,770
|
|
||||
|
|
|
|
|
|
||||||||
|
Total cash, cash equivalents and restricted cash of continuing operations shown in the consolidated statements of cash flows
|
$
|
52,172
|
|
$
|
69,697
|
|
$
|
64,061
|
|
$
|
115,196
|
|
|
|
|
|
|
|
||||||||
|
Total cash and cash equivalents of discontinued operations
(2)
|
$
|
17,646
|
|
$
|
12,950
|
|
$
|
10,724
|
|
$
|
8,461
|
|
|
•
|
$39.7 million
pre-tax gain in September 2018 for the sale of PBRRC, a subsidiary that held
two
operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida. Prior to the divestiture, PBRRC generated annual revenues of approximately $60 million in the Renewable segment. We received cash proceeds of
|
|
•
|
$49.2 million
debt extinguishment loss from early repayment of the Second Lien Term Loan Facility on May 4, 2018 with
$214.9 million
of the proceeds from a Rights Offering that was completed on April 30, 2018. Through the Rights Offering, we raised
$248.4 million
of gross proceeds and issued
124.3 million
shares of common stock. The extinguishment loss and the Rights Offering are more fully described in
Note 19
and
Note 20
to the condensed consolidated financial statements.
|
|
•
|
$99.6 million
of non-cash income tax charges in the three months ended September 30, 2018 to increase the valuation allowance against our remaining net deferred tax assets as described in
Note 8
to the condensed consolidated financial statements.
|
|
•
|
$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. $86.9 million of goodwill impairment charges were recorded in the third quarter of 2017, of which $50.0 million fully impaired the goodwill of the Renewable segment reporting unit and $36.9 million related to the SPIG reporting unit in the Industrial segment.
|
|
•
|
$7.2 million
and
$15.5 million
of financial advisory services are included in SG&A in the
three and nine
months ended
September 30, 2018
, respectively. $0.4 million of financial advisory services are included in the three and nine months ended September 30, 2107. These services are requirements of our U.S. Revolving Credit Facility, as described more fully in
Note 17
to the condensed consolidated financial statements.
|
|
•
|
$2.9 million
and
$3.7 million
of restructuring and spin-off costs were recognized in the third quarters of 2018 and 2017, respectively, and
$13.6 million
and
$8.6 million
were recognized in the nine months ended September 30, 2018 and 2017, respectively.
|
|
•
|
$6.5 million
of gain on the sale of our interest in Babcock & Wilcox Beijing Company, Ltd. ("BWBC"), 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 interest in Thermax Babcock & Wilcox Energy Solutions Private Limited ("TBWES"), an equity method investment in India, in the first quarter of 2018 and the second quarter of 2017, respectively, based on an agreement to sell, preceded by a change in strategy. We completed the sale in July 2018, which generated
$15.0 million
for the sale and settlement of contractual claims. The impairments are included in Equity in income and impairment of investees. See further discussion in
Note 11
to the condensed consolidated financial statements.
|
|
•
|
$15.5 million
(DKK
100.0 million
) allowance for an insurance claim receivable to recover a portion of the losses on the first European renewable loss project was recorded in the second quarter of 2018 as a result of receiving a dispute from the insurer.
We believe that the dispute from the insurer is without merit and continue to believe we are entitled to the full value of the claim. We intend to aggressively pursue full recovery under the policy, and we filed for arbitration in July 2018. However, an allowance for the entire receivable was recorded in the second quarter of 2018 based upon the dispute by the insurer, which is considered contradictory evidence in the accounting probability assessment of this loss recovery, even if it is believed to be without merit.
|
|
•
|
$1.2 million
of accelerated depreciation expense in the third quarter of 2018 for fixed assets affected by our September 2018 announcement to consolidate office space and relocate our global headquarters to Akron, Ohio in mid-2019. We expect a total of
$7.0 million
of accelerated depreciation to be recognized through mid-2019.
|
|
•
|
$1.5 million
to dispose and write off unused IT equipment and cancel in-process IT projects in the second quarter of 2018.
|
|
•
|
$4.2 million
and
$4.7 million
of actuarially determined mark-to-market ("MTM") gains in the three and nine months ended September 30, 2018, respectively, compared to a loss of
$1.1 million
in the nine months ended September 30, 2017. Interim MTM gains and loss were triggered by lump-sum settlements in our Canadian pension plan and by a curtailment in our domestic pension plan from the sale of PBRRC. MTM gains and losses are further described in
Note 16
to the condensed consolidated financial statements.
|
|
•
|
$0.1 million
and
$1.6 million
of acquisition and integration costs in the
three and nine
months ended
September 30, 2017
, respectively, related to the acquisitions of SPIG and Universal.
|
|
•
|
raised gross proceeds of
$248.4 million
on April 30, 2018 through the rights offering as described in
Note 20
(the "Rights Offering") to the condensed consolidated financial statements;
|
|
•
|
repaid on May 4, 2018 the Second Lien Term Loan Facility described in
Note 19
to the condensed consolidated financial statements that had been in default beginning March 1, 2018;
|
|
•
|
completed the sale of our MEGTEC and Universal businesses on October 5, 2018, for
$130 million
, subject to adjustment, resulting in receipt of $115.0 million in cash, net of $19.5 million in cash sold with the businesses, and $7.7 million that was deposited in escrow pending final settlement of working capital and other customary matters;
|
|
•
|
completed the sale of Palm Beach Resource Recovery Corporation ("PBRRC"), a subsidiary that held
two
operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida, on September 17, 2018 for $45 million subject to adjustment, resulting in receipt of
$38.8 million
in cash and $4.9 million, which was deposited in escrow pending final settlement of working capital and other customary matters;
|
|
•
|
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 the third quarter of 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
$38 million
annually;
|
|
•
|
received
$20 million
in net proceeds from the Last Out Term Loan, described in Note 18 to the condensed consolidated financial statements, from B. Riley FBR, Inc., a related party, during the third quarter of 2018 and another
$10 million
in net proceeds from the Last Out Term Loan from the same lender in October 2018; and
|
|
•
|
entered into several waivers and amendments to avoid default under our U.S. Revolving Credit Facility as described in Note 17 to the condensed consolidated financial statements, the most recent of which is dated October 31, 2018. As part of this latest amendment, our lenders agreed to: (1) extend the deadline to obtain written concessions from customers in an amount of at least $25.0 million to February 15, 2019; (2) change the interest coverage and senior leverage financial covenant ratios; (3) amend the definition of EBITDA to allow certain add-back adjustments inclusive of the third quarter of 2018; (4) extend certain Renewable loss contract milestones; and (5) adjust certain minimum liquidity requirements.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||
|
(In thousands)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||||||
|
Power segment
|
$
|
191,050
|
|
$
|
202,222
|
|
$
|
(11,172
|
)
|
|
$
|
547,928
|
|
$
|
612,274
|
|
$
|
(64,346
|
)
|
|
Renewable segment
|
76,484
|
|
108,557
|
|
(32,073
|
)
|
|
191,444
|
|
262,167
|
|
(70,723
|
)
|
||||||
|
Industrial segment
|
34,849
|
|
47,454
|
|
(12,605
|
)
|
|
117,608
|
|
143,271
|
|
(25,663
|
)
|
||||||
|
Eliminations
|
(7,420
|
)
|
(1,363
|
)
|
(6,057
|
)
|
|
(17,504
|
)
|
(6,539
|
)
|
(10,965
|
)
|
||||||
|
|
294,963
|
|
356,870
|
|
(61,907
|
)
|
|
839,476
|
|
1,011,173
|
|
(171,697
|
)
|
||||||
|
Gross profit (loss)
(1)
:
|
|
|
|
|
|
|
|
||||||||||||
|
Power segment
|
34,313
|
|
35,390
|
|
(1,077
|
)
|
|
95,189
|
|
116,952
|
|
(21,763
|
)
|
||||||
|
Renewable segment
|
(17,120
|
)
|
181
|
|
(17,301
|
)
|
|
(136,898
|
)
|
(100,119
|
)
|
(36,779
|
)
|
||||||
|
Industrial segment
|
(5,524
|
)
|
(2,556
|
)
|
(2,968
|
)
|
|
(8,196
|
)
|
2,330
|
|
(10,526
|
)
|
||||||
|
Intangible amortization expense included in cost of operations
|
(1,207
|
)
|
(2,262
|
)
|
1,055
|
|
|
(4,868
|
)
|
(8,389
|
)
|
3,521
|
|
||||||
|
|
10,462
|
|
30,753
|
|
(20,291
|
)
|
|
(54,773
|
)
|
10,774
|
|
(65,547
|
)
|
||||||
|
Selling, general and administrative ("SG&A") expenses
|
(44,887
|
)
|
(49,871
|
)
|
4,984
|
|
|
(151,007
|
)
|
(163,723
|
)
|
12,716
|
|
||||||
|
Financial advisory services included in SG&A
|
(7,244
|
)
|
(358
|
)
|
(6,886
|
)
|
|
(15,475
|
)
|
(358
|
)
|
(15,117
|
)
|
||||||
|
Intangible amortization expense included in SG&A
|
(135
|
)
|
(127
|
)
|
(8
|
)
|
|
(530
|
)
|
(331
|
)
|
(199
|
)
|
||||||
|
Goodwill impairment
|
—
|
|
(86,903
|
)
|
86,903
|
|
|
(37,540
|
)
|
(86,903
|
)
|
49,363
|
|
||||||
|
Restructuring activities and spin-off transaction costs
|
(2,863
|
)
|
(3,664
|
)
|
801
|
|
|
(13,551
|
)
|
(8,648
|
)
|
(4,903
|
)
|
||||||
|
Research and development costs
|
(452
|
)
|
(1,893
|
)
|
1,441
|
|
|
(2,881
|
)
|
(6,123
|
)
|
3,242
|
|
||||||
|
Loss on asset disposals, net
|
(28
|
)
|
(59
|
)
|
31
|
|
|
(1,412
|
)
|
(61
|
)
|
(1,351
|
)
|
||||||
|
Equity in income and impairment of investees
|
—
|
|
1,234
|
|
(1,234
|
)
|
|
(11,757
|
)
|
(13,380
|
)
|
1,623
|
|
||||||
|
Operating loss
|
$
|
(45,147
|
)
|
$
|
(110,888
|
)
|
$
|
65,741
|
|
|
$
|
(288,926
|
)
|
$
|
(268,753
|
)
|
$
|
(20,173
|
)
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||
|
(in thousands)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
||||||||||||
|
Power segment
(1)
|
$
|
21,911
|
|
$
|
21,624
|
|
$
|
287
|
|
|
$
|
49,524
|
|
$
|
66,434
|
|
$
|
(16,910
|
)
|
|
Renewable segment
|
(25,831
|
)
|
(10,648
|
)
|
(15,183
|
)
|
|
(166,188
|
)
|
(133,023
|
)
|
(33,165
|
)
|
||||||
|
Industrial segment
|
(11,212
|
)
|
(7,609
|
)
|
(3,603
|
)
|
|
(24,744
|
)
|
(12,994
|
)
|
(11,750
|
)
|
||||||
|
Corporate
(2)
|
(5,793
|
)
|
(8,775
|
)
|
2,982
|
|
|
(23,601
|
)
|
(28,168
|
)
|
4,567
|
|
||||||
|
Research and development costs
|
(452
|
)
|
(1,893
|
)
|
1,441
|
|
|
(2,881
|
)
|
(6,123
|
)
|
3,242
|
|
||||||
|
Foreign exchange
|
(4,939
|
)
|
(6,902
|
)
|
1,963
|
|
|
(22,680
|
)
|
(4,563
|
)
|
(18,117
|
)
|
||||||
|
Other – net
|
(45
|
)
|
(241
|
)
|
196
|
|
|
221
|
|
(163
|
)
|
384
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
|
Gain on sale of business
|
39,731
|
|
—
|
|
39,731
|
|
|
39,731
|
|
—
|
|
39,731
|
|
||||||
|
Gain on sale of equity method investment (BWBC)
|
—
|
|
—
|
|
—
|
|
|
6,509
|
|
—
|
|
6,509
|
|
||||||
|
Impairment of equity method investment in TBWES
|
—
|
|
—
|
|
—
|
|
|
(18,362
|
)
|
(18,193
|
)
|
(169
|
)
|
||||||
|
Loss on debt extinguishment
|
—
|
|
—
|
|
—
|
|
|
(49,241
|
)
|
—
|
|
(49,241
|
)
|
||||||
|
Loss on asset disposal
|
—
|
|
(61
|
)
|
61
|
|
|
(1,513
|
)
|
(61
|
)
|
(1,452
|
)
|
||||||
|
MTM gain (loss) from benefit plans
|
4,196
|
|
—
|
|
4,196
|
|
|
4,740
|
|
(1,062
|
)
|
5,802
|
|
||||||
|
Financial advisory services
|
(7,244
|
)
|
(358
|
)
|
(6,886
|
)
|
|
(15,475
|
)
|
(358
|
)
|
(15,117
|
)
|
||||||
|
Acquisition and integration costs included in SG&A
|
—
|
|
(141
|
)
|
141
|
|
|
—
|
|
(1,573
|
)
|
1,573
|
|
||||||
|
Goodwill impairment
|
—
|
|
(86,903
|
)
|
86,903
|
|
|
(37,540
|
)
|
(86,903
|
)
|
49,363
|
|
||||||
|
Restructuring activities and spin-off transaction costs
|
(2,863
|
)
|
(3,664
|
)
|
801
|
|
|
(13,551
|
)
|
(8,648
|
)
|
(4,903
|
)
|
||||||
|
Depreciation & amortization
|
(7,103
|
)
|
(7,228
|
)
|
125
|
|
|
(21,005
|
)
|
(23,387
|
)
|
2,382
|
|
||||||
|
Interest expense, net
|
(10,247
|
)
|
(7,131
|
)
|
(3,116
|
)
|
|
(35,316
|
)
|
(14,880
|
)
|
(20,436
|
)
|
||||||
|
Loss before income tax expense
|
(9,891
|
)
|
(119,930
|
)
|
110,039
|
|
|
(331,372
|
)
|
(273,665
|
)
|
(57,707
|
)
|
||||||
|
Income tax expense (benefit)
|
94,256
|
|
(5,309
|
)
|
99,565
|
|
|
99,285
|
|
(4,963
|
)
|
104,248
|
|
||||||
|
Loss from continuing operations
|
(104,147
|
)
|
(114,621
|
)
|
10,474
|
|
|
(430,657
|
)
|
(268,702
|
)
|
(161,955
|
)
|
||||||
|
Income (loss) from discontinued operations, net of tax
|
(1,447
|
)
|
532
|
|
(1,979
|
)
|
|
(60,875
|
)
|
(3,078
|
)
|
(57,797
|
)
|
||||||
|
Net loss
|
(105,594
|
)
|
(114,089
|
)
|
8,495
|
|
|
(491,532
|
)
|
(271,780
|
)
|
(219,752
|
)
|
||||||
|
Net income attributable to noncontrolling interest
|
(94
|
)
|
(213
|
)
|
119
|
|
|
(357
|
)
|
(566
|
)
|
209
|
|
||||||
|
Net loss attributable to stockholders
|
$
|
(105,688
|
)
|
$
|
(114,302
|
)
|
$
|
8,614
|
|
|
$
|
(491,889
|
)
|
$
|
(272,346
|
)
|
$
|
(219,543
|
)
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||
|
(In thousands)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Revenues
|
$
|
191,050
|
|
$
|
202,222
|
|
$
|
(11,172
|
)
|
|
$
|
547,928
|
|
$
|
612,274
|
|
$
|
(64,346
|
)
|
|
Gross profit (loss)
|
$
|
34,313
|
|
$
|
35,390
|
|
$
|
(1,077
|
)
|
|
$
|
95,189
|
|
$
|
116,952
|
|
$
|
(21,763
|
)
|
|
Adjusted EBITDA
|
$
|
21,911
|
|
$
|
21,624
|
|
$
|
287
|
|
|
$
|
49,524
|
|
$
|
66,434
|
|
$
|
(16,910
|
)
|
|
Gross profit %
|
18.0
|
%
|
17.5
|
%
|
|
|
17.4
|
%
|
19.1
|
%
|
|
||||||||
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||
|
(in thousands)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Revenues
|
$
|
76,484
|
|
$
|
108,557
|
|
$
|
(32,073
|
)
|
|
$
|
191,444
|
|
$
|
262,167
|
|
$
|
(70,723
|
)
|
|
Gross profit (loss)
|
$
|
(17,120
|
)
|
$
|
181
|
|
$
|
(17,301
|
)
|
|
$
|
(136,898
|
)
|
$
|
(100,119
|
)
|
$
|
(36,779
|
)
|
|
Adjusted EBITDA
|
$
|
(25,831
|
)
|
$
|
(10,648
|
)
|
$
|
(15,183
|
)
|
|
$
|
(166,188
|
)
|
$
|
(133,023
|
)
|
$
|
(33,165
|
)
|
|
Gross profit %
|
(22.4
|
)%
|
0.2
|
%
|
|
|
(71.5
|
)%
|
(38.2
|
)%
|
|
||||||||
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||
|
(In thousands)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Revenues
|
$
|
34,849
|
|
$
|
47,454
|
|
$
|
(12,605
|
)
|
|
$
|
117,608
|
|
$
|
143,271
|
|
$
|
(25,663
|
)
|
|
Gross profit (loss)
|
$
|
(5,524
|
)
|
$
|
(2,556
|
)
|
$
|
(2,968
|
)
|
|
$
|
(8,196
|
)
|
$
|
2,330
|
|
$
|
(10,526
|
)
|
|
Adjusted EBITDA
|
$
|
(11,212
|
)
|
$
|
(7,609
|
)
|
$
|
(3,603
|
)
|
|
$
|
(24,744
|
)
|
$
|
(12,994
|
)
|
$
|
(11,750
|
)
|
|
Gross profit %
|
(15.9
|
)%
|
(5.4
|
)%
|
|
|
(7.0
|
)%
|
1.6
|
%
|
|
|
|||||||
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
(In millions)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
Power
|
$
|
131
|
|
$
|
122
|
|
|
$
|
535
|
|
$
|
476
|
|
|
Renewable
(1)
|
(440
|
)
|
35
|
|
|
(417
|
)
|
86
|
|
||||
|
Industrial
|
5
|
|
28
|
|
|
51
|
|
172
|
|
||||
|
Other/eliminations
|
—
|
|
(2
|
)
|
|
(2
|
)
|
(40
|
)
|
||||
|
Bookings
|
$
|
(304
|
)
|
$
|
183
|
|
|
$
|
167
|
|
$
|
694
|
|
|
(In approximate millions)
|
September 30, 2018
|
December 31, 2017
|
September 30, 2017
|
||||||
|
Power
|
$
|
440
|
|
$
|
453
|
|
$
|
482
|
|
|
Renewable
(1)(2)
|
400
|
|
1,008
|
|
1,064
|
|
|||
|
Industrial
|
109
|
|
175
|
|
202
|
|
|||
|
Other/eliminations
|
(28
|
)
|
(43
|
)
|
(37
|
)
|
|||
|
Backlog
|
$
|
921
|
|
$
|
1,593
|
|
$
|
1,711
|
|
|
(In approximate millions)
|
2018
|
2019
|
Thereafter
|
Total
|
||||||||
|
Power
|
$
|
164
|
|
$
|
183
|
|
$
|
93
|
|
$
|
440
|
|
|
Renewable
|
57
|
|
87
|
|
256
|
|
400
|
|
||||
|
Industrial
|
45
|
|
54
|
|
10
|
|
109
|
|
||||
|
Other/eliminations
|
(10
|
)
|
$
|
(18
|
)
|
$
|
—
|
|
(28
|
)
|
||
|
Expected revenue from backlog
|
$
|
256
|
|
$
|
306
|
|
$
|
359
|
|
$
|
921
|
|
|
(in thousands)
|
Power
|
|
Renewable
|
|
Industrial
(1)
|
|
Total
|
||||||||
|
Balance at December 31, 2017
(2)
|
$
|
47,370
|
|
|
$
|
—
|
|
|
$
|
38,308
|
|
|
$
|
85,678
|
|
|
Currency translation adjustments
|
(157
|
)
|
|
—
|
|
|
(768
|
)
|
|
(925
|
)
|
||||
|
Second quarter 2018 impairment charges
|
—
|
|
|
—
|
|
|
(37,540
|
)
|
|
(37,540
|
)
|
||||
|
Balance at September 30, 2018
(2)
|
$
|
47,213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,213
|
|
|
(in thousands)
|
Power
|
|
Renewable
|
|
Industrial
(1)
|
|
Total
|
||||||||
|
Balance at December 31, 2016
|
$
|
46,220
|
|
|
$
|
48,435
|
|
|
$
|
68,432
|
|
|
$
|
163,087
|
|
|
Currency translation adjustments
|
1,180
|
|
|
1,530
|
|
|
6,491
|
|
|
9,201
|
|
||||
|
2017 impairment charges
|
—
|
|
|
(49,965
|
)
|
|
(36,938
|
)
|
|
(86,903
|
)
|
||||
|
Balance at September 30, 2017
(2)
|
$
|
47,400
|
|
|
$
|
—
|
|
|
$
|
37,985
|
|
|
$
|
85,385
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||||||
|
(In thousands, except for percentages)
|
2018
|
2017
|
$ Change
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Loss before income taxes
|
$
|
(9,891
|
)
|
$
|
(119,930
|
)
|
$
|
110,039
|
|
|
$
|
(331,372
|
)
|
$
|
(273,665
|
)
|
$
|
(57,707
|
)
|
|
Income tax expense (benefit)
|
$
|
94,256
|
|
$
|
(5,309
|
)
|
$
|
99,565
|
|
|
$
|
99,285
|
|
$
|
(4,963
|
)
|
$
|
104,248
|
|
|
Effective tax rate
|
(952.9
|
)%
|
4.4
|
%
|
|
|
(30.0
|
)%
|
1.8
|
%
|
|
||||||||
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
(in thousands)
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
|
United States
|
$
|
28,607
|
|
$
|
(11,124
|
)
|
|
$
|
(80,141
|
)
|
$
|
(44,610
|
)
|
|
Other than the United States
|
(38,498
|
)
|
(108,806
|
)
|
|
(251,231
|
)
|
(229,055
|
)
|
||||
|
Income (loss) before provision for (benefit from) income taxes
|
$
|
(9,891
|
)
|
$
|
(119,930
|
)
|
|
$
|
(331,372
|
)
|
$
|
(273,665
|
)
|
|
•
|
raised gross proceeds of
$248.4 million
on April 30, 2018 through Rights Offering as described in
Note 20
to the condensed consolidated financial statements;
|
|
•
|
repaid on May 4, 2018 the Second Lien Term Loan Facility described in
Note 19
to the condensed consolidated financial statements that had been in default beginning March 1, 2018;
|
|
•
|
completed the sale of our MEGTEC and Universal businesses on October 5, 2018, for
$130 million
, subject to adjustment, resulting in receipt of $115.0 million in cash, net of $19.5 million in cash sold with the businesses, and $7.7 million that was deposited in escrow pending final settlement of working capital and other customary matters;
|
|
•
|
completed the sale of PBRRC, a subsidiary that held
two
operations and maintenance contracts for waste-to-energy facilities in West Palm Beach, Florida, on September 17, 2018 for $45 million, subject to adjustment, resulting in receipt of
$38.8 million
in cash and $4.9 million, which was deposited in escrow pending final settlement of working capital and other customary matters;
|
|
•
|
sold our equity method investments in BWBC, a joint venture in China, and 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 the third quarter of 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
$38 million
annually;
|
|
•
|
received
$20 million
in net proceeds from the Last Out Term Loan, described in
Note 18
to the condensed consolidated financial statements, from B. Riley FBR, Inc., a related party, during the third quarter of 2018 and another
$10 million
in net proceeds from the Last Out Term Loan from the same lender in October 2018; and
|
|
•
|
entered into several waivers and amendments to avoid default under our U.S. Revolving Credit Facility as described in Note 17 to the condensed consolidated financial statements, the most recent of which is dated October 31, 2018. As part of this latest amendment, our lenders agreed to: (1) extend the deadline to obtain written concessions from customers in an amount of at least $25.0 million to February 15, 2019; (2) change the interest coverage and senior leverage financial covenant ratios; (3) amend the definition of EBITDA to allow certain add-back adjustments inclusive of the third quarter of 2018; (4) extend certain Renewable loss contract milestones; and (5) adjust certain minimum liquidity requirements.
|
|
•
|
9.75
:1.0 for the quarters ending September 30, 2018,
|
|
•
|
9.00
:1.0 for the quarter ending December 31, 2018,
|
|
•
|
4.00
:1.0 for the quarter ending March 31, 2019,
|
|
•
|
3.50
:1.0 for the quarter ending June 30, 2019,
|
|
•
|
3.00
:1.0 for the quarter ending September 30, 2019, and
|
|
•
|
3.00
:1.0 for or the quarters ending December 31, 2019 and each quarter thereafter.
|
|
•
|
1.00
:1.0 for the quarter ending September 30, 2018,
|
|
•
|
1.00
:1.0 for the quarter ending December 31, 2018,
|
|
•
|
2.25
:1.0 for the quarter ending March 31, 2019,
|
|
•
|
3.00
:1.0 for the quarter ending June 30, 2019,
|
|
•
|
3.25
:1.0 for the quarter ending September 30, 2019, and
|
|
•
|
3.25
:1.0 for or the quarters ending December 31, 2019 and each quarter thereafter.
|
|
•
|
difficulties encountered on our large-scale contracts related to the procurement of materials or due to schedule disruptions, equipment performance failures, engineering and design complexity, unforeseen site conditions, rejection clauses in customer contracts or other factors that may result in additional costs to us, reductions in revenue, claims or disputes;
|
|
•
|
our inability to obtain compensation for additional work we perform or expenses we incur as a result of our customers or subcontractors providing deficient design or engineering information or equipment or materials;
|
|
•
|
requirements to pay liquidated damages upon our failure to meet schedule or performance requirements of our contracts; and
|
|
•
|
difficulties in engaging third-party subcontractors, equipment manufacturers or materials suppliers or failures by third-party subcontractors, equipment manufacturers or materials suppliers to perform could result in contract delays and cause us to incur additional costs.
|
|
•
|
flexibility in planning for, or reacting to, changes in our business or economic, regulatory and industry conditions;
|
|
•
|
ability to invest in joint ventures or acquire other companies;
|
|
•
|
ability to sell assets;
|
|
•
|
ability to pay dividends to our stockholders;
|
|
•
|
ability to repurchase shares of our common stock;
|
|
•
|
ability to borrow additional funds; and
|
|
•
|
ability to issue additional letters of credit.
|
|
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)
|
||||||
|
July 1, 2018 - July 31, 2018
|
|
6,396
|
|
$—
|
—
|
|
$100,000
|
||||
|
August 1, 2018 - August 31, 2018
|
|
1,190
|
|
$—
|
—
|
|
$100,000
|
||||
|
September 1, 2018 - September 30, 2018
|
|
1,464
|
|
$—
|
—
|
|
$100,000
|
||||
|
Total
|
|
9,050
|
|
|
—
|
|
|
||||
|
(1)
|
Includes 6,396, 1,190 and 1,464 shares repurchased in July, August and September, 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 November 2, 2018, we have not made any share repurchases under the August 4, 2016 share repurchase authorization.
|
|
|
|
|
|
|
Amendment No. 8, dated August 9, 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 August 13, 2018 (File No. 001-36876))
|
|
|
|
|
|
|
|
Amendment No. 9, dated September 14, 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
|
|
|
|
|
|
|
|
Amendment No. 10, dated September 28, 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
|
|
|
|
|
|
|
|
Amendment No. 11, dated October 4, 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
|
|
|
|
|
|
|
|
Amendment No. 12, dated October 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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
November 8, 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)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|