Babcock & Wilcox Enterprises, Inc.
For the period ended Mar 31, 2025. Filed May 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 12, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended March 31, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission File No.001-36876
(Exact name of registrant as specified in its charter)
| Delaware | 47-2783641 |
|---|---|
| (State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| Akron, Ohio | 44305 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code:(330) 753-4511
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | BW | New York Stock Exchange |
| 8.125% Senior Notes due 2026 | BWSN | New York Stock Exchange |
| 6.50% Senior Notes due 2026 | BWNB | New York Stock Exchange |
| 7.75% Series A Cumulative Perpetual Preferred Stock | BW PRA | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No☒
The number of shares of the registrant's common stock outstanding at May 5, 2025 was 98,404,024.
TABLE OF CONTENTS
| PAGE | ||
|---|---|---|
| Cautionary Statement Concerning Forward-Looking Information | 4 | |
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Condensed Consolidated Financial Statements | 5 |
| Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited) | 6 | |
| Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2025 and 2024 (Unaudited) | 7 | |
| Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited) | 8 | |
| Condensed Consolidated Statements of Stockholders' (Deficit) Equity for the Three Months Ended March 31, 2025 and 2024 (Unaudited) | 9 | |
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited) | 10 | |
| Notes to Condensed Consolidated Financial Statements | 12 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operation | 35 |
| Overview | 35 | |
| Results of Operations - Three Months Ended March 31, 2025 and 2024 | 36 | |
| Liquidity and Capital Resources | 44 | |
| Critical Accounting Policies and Estimates | 45 | |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 45 |
| Item 4. | Controls and Procedures | 45 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 47 |
| Item 1A. | Risk Factors | 47 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 47 |
| Item 5. | Other Information | 47 |
| Item 6. | Exhibits | 48 |
| SIGNATURES | 49 | |
Definitions
In this Quarterly Report on Form 10-Q, or this "Quarterly Report", unless the context otherwise indicates, "B&W," "we," "us," "our" or the "Company" mean Babcock & Wilcox Enterprises, Inc. and its consolidated subsidiaries. Unless otherwise noted, discussion of our business and results of operations in this Quarterly Report on Form 10-Q refers to our continuing operations.
| Abbreviation or acronym | Term |
|---|---|
| 6.50% Senior Notes | 6.50% Senior Notes due December 31, 2026 issued by Babcock & Wilcox Enterprises, Inc. in 2021 |
| 8.125% Senior Notes | 8.125% Senior Notes due February 28, 2026 issued by Babcock & Wilcox Enterprises, Inc. in 2021 |
| Agents | Collectively, B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC |
| AOCI | Accumulated Other Comprehensive Income (loss) |
| ASC | Accounting Standards Codification |
| ASU | Accounting Standards Update |
| At-The-Market offering | The offer and sale from time to time of shares of our common stock, having an aggregate offering price of up to $50.0 million |
| Axos | Axos Bank, an affiliate of Axos Financial, Inc. |
| B&W Solar | Babcock & Wilcox Solar Energy, Inc., formerly known as Fosler Construction Company, Inc. |
| B. Riley | B. Riley Financial, Inc and its affiliates, a related party |
| BWRS | Babcock & Wilcox Renewable Service A/S |
| CODM | Chief Operating Decision Maker |
| Credit Agreement | Credit Agreement between us, with certain of our subsidiaries as guarantors, the lenders party thereto from time to time and Axos Bank, as administrative agent, swingline lender and letter of credit issuer on January, 18, 2024 (as amended from time to time). |
| Credit Facility | Revolving credit facility |
| CTA | Currency translation adjustment |
| Debt Facilities | Collectively, the Revolving Credit Agreement and Letter of Credit Agreement |
| Disposal Group | Assets and liabilities that are held for sale as part of B&W Solar |
| EBITDA | Earnings before interest, taxes, depreciation and amortization |
| Exchange Act | The Securities Exchange Act of 1934, as amended |
| FASB | Financial Accounting Standards Board |
| Fourth Amendment | Fourth Amendment to the Credit Agreement |
| GAAP | Generally Accepted Accounting Principles in the United States of America |
| Glatfelter | P.H. Glatfelter Company |
| GMAB | Babcock & Wilcox Vølund AB f/k/a Gӧtaverken Miljӧ AB |
| Letter of Credit Agreement | Letter of Credit agreement with PNC |
| MSD | MSD Partners and affiliates, including MSD PCOF Partners XLV, LLC |
| MTM | Mark-to-Market |
| Notes Due 2026 | Collectively, the 8.125% Senior Notes due February 28, 2026 and the 6.50% Senior Notes due December 31, 2026 |
| Over time | Refers to fixed long-term pricing in contract term revenue |
| PBGC | Pension Benefit Guaranty Corporation |
| Plaintiff | A B&W stockholder |
| PNC | PNC Bank, National Association |
| Preferred Stock | 7.75% Series A Cumulative Perpetual Preferred Stock |
| Registration Rights Agreement | Registration rights agreement with B. Riley |
| Sales Agreement | Sales agreement with B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC |
| SEC | United States Securities and Exchange Commission |
| Abbreviation or acronym | Term |
|---|---|
| Securities Act | The Securities Act of 1933, as amended |
| SG&A | Selling, general and administrative expenses |
| SOFR | The Secured Overnight Financing Rate |
| SPIG | SPIG S.p.A |
| U.S. Plan | Retirement Plan for Employees of Babcock & Wilcox Commercial Operations |
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