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美國

證券交易委員會

華盛頓特區20549

表格 10-Q

(標記一個)

☒			根據1934年證券交易法第13或15(d)條款的季度報告。

截至2024年6月30日季度結束 2024年9月30日

或

☐			根據1934年證券交易法第13或15(d)條款的過渡報告

到                      於                     

委託文件號碼。001-36876 

BABCOCk & WILCOX ENTERPRISES, INC.

（依憑章程所載的完整登記名稱）

特拉華州						47-2783641
（設立或其他司法管轄區）						（聯邦稅號）
東市場街1200號, 650套房
阿克倫, 俄亥俄州						44305
（總部地址）						(郵遞區號)

註冊人的電話號碼，包括區號： (330) 753-4511

根據法案第12(b)條規定註冊的證券：

每種類別的名稱			交易標的（s）			每個註冊交易所的名稱
普通股，每股面值0.01美元			BW			紐約證券交易所
8.125% 2026年到期的高級票據			BWSN			紐約證券交易所
2026年到期的6.50%優先票據			BWNB			紐約證券交易所
7.75% A系列累積永久優先股			BW PRA			紐約證券交易所

標示勾選是否申報人（1）在過去12個月內已提交證券交易法1934年第13或15（d）條要求提交的所有報告（或申報人被要求提交相應報告的較短時期），以及（2）在過去90天內一直受到此項申報要求。 需用核取標記指示：（1）過去12個月內，公司已依照1934年證券交易法第13條或第15（d）條規定提交所要求的全部報告（或者在所需提交報告的較短時期內提交相應報告），且（2）公司在過去90天內一直受制於該等申報要求。是☒ 否 ☐

請用勾選來指示，註冊人是否在過去12個月內（或註冊人必須提交這些文件的較短期間內）根據S-t條例第405條規定需要提交的每個互動式數據文件都進行了電子提交。 是☒ 否 ☐

以勾選方式指示，若登記申報人是大型快速檔案提交者、快速檔案提交者、非快速檔案提交者、 小型申報公司或新興成長公司請打勾。請參閱《交易所法》第120億2條中「大型快速檔案提交者」、「快速檔案提交者」、「小型申報公司」和「新興成長公司」的定義。 以勾選方式指示，若登記申報人是大型快速檔案提交者、快速檔案提交者、 非快速檔案提交者、小型申報公司或新興成長公司請打勾。請參閱《交易所法》第120億2條中「大型快速檔案提交者」、「快速檔案提交者」、「小型申報公司」和「新興成長公司」的定義。

大型加速文件提交者

☐

加速歸檔人

☒

非加速歸檔人

☐

較小報告公司

☐

新興成長型企業

☐

如果是新興成長公司，請用勾選表示該註冊人已選擇不使用根據《交易所法》第13(a)條提供的任何新的或修訂的財務會計標準的擴展過渡期來遵守。 ☐

以勾號標示註冊人是否為外殼公司（如《交易法》第 120 億 2 條所定義）。

是 ☐ 否☒

1

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截至2024年11月6日，登記人的普通股的流通股數為 94,316,636.

2

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目 錄

						頁碼
有關前瞻性資訊的警語性聲明						3
第一部分 - 財務信息
項目 1。			縮短合併財務報表			4
			三和兩個會計期間綜合綜合綜合綜合綜合綜合綜合綜合控制項 九 結束於三個月的月份 September 2024年月30日及 2023年（未經審核）			5
			綜合損益簡明合併報表列示了三個以及 九 結束於三個月的月份 September 2024年9月30日和2023年（未經審核）			6
			截至 September 30、2024年和2023年12月31日（未經審核）			7
			三個 九 結束於三個月的月份 九月tember 2024年和2023年的基本報表（未經審核）			8
			合併現金流量表为 九 結束於三個月的月份 September 2024年和2023年的基本報表（未經審核）			10
			附註至簡明綜合財務報表			12
事項 2。			管理層對財務狀況和營運成果的討論與分析			36
			概覽			36
			營運業績 - 2024年9月30日及2023年三個月 九 結束於三個月的月份 September 30, 2024 and 2023			37
			流動性和資本資源			48
			關鍵的會計政策和估計			51
事項 3。			有關市場風險的定量和定性披露			51
項目 4。			內部控制及程序			51
第二部分 - 其他信息
項目 1。			法律訴訟			52
项目1A。			風險因素			52
事項 2。			股票權益的未註冊銷售和資金用途			52
项目5。			其他資訊			52
第6項。			展品			54
簽名						57

2

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定義

在這份10-Q表格的季度報告中，除非上下文另有指示，“B&W,”“我們,”“我們,”或“公司”指的是Babcock & Wilcox Enterprises, Inc.及其合併子公司。 除非另有說明，否則在這份10-Q季度報告中對我們業務和營運結果的討論涉及我們的持續運營。

縮寫或縮寫詞						期限
6.50%優先票據						6.50%截至2021年由Babcock＆Wilcox Enterprises, Inc.發行的截至2026年12月31日到期的優先票據
8.125%優先票據						8.125%截至2021年由Babcock＆Wilcox Enterprises, Inc.發行的截至2026年2月28日到期的優先票據
其他綜合損益						累積其他綜合收益（損失）
ASC 480						Accounting Standards Codification
ASU						會計準則更新
axos financial						axos financial銀行，axos financial公司的附屬公司。
B&W 太陽能						Babcock & Wilcox 太陽能能源公司，前身為Fosler 施工公司。
b. Riley						b.Riley Financial, Inc及其相關聯方
信用協議						我們與特定附屬公司作為保證人、不時參與方的貸方及axos financial於2024年1月18日簽訂的授信協議（不時修訂）
CTA						货币翻译调整
債務文件						總稱為循環信貸協議、信用狀協議和退款協議
稅息折舊及攤銷前溢利						利息、稅項、折舊及攤銷前利潤
證券交易所法案						根據經修訂的1934年證券交易法案
金融會計準則委員會						金融會計準則委員會
GAAP						美國的會計準則普遍被接受
鐵貨						1986年修訂後的美國內部稅收法典
MSD						包括MSD合作夥伴及其聯屬公司，包括MSD PCOF Partners XLV，LLC
按市價計算						按市場價值計價
NOL						購買的交易折扣
到期日為2026年的備忘錄						總共包括，截至2026年2月28日到期的8.125%優先票據和截至2026年12月31日到期的6.50%優先票據
O&M						營運及維護合同
PBGC						養老金福利保障公司
PNC金融服務集團						PNC 銀行，國家協會
優先股						7.75% A系列累積永久優先股
證券交易委員會						美國證券交易委員會
銷售與行政支出						銷售、總務及管理費用
SOFR						隔夜担保融资利率

3

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***** 關於前瞻性資訊的警語 *****

根據1933年證券法第27條和1934年證券交易法第21E條的意義，此Form 10-Q季度報告，包括管理層對財務狀況和營運成果的討論和分析，包含前瞻性聲明。本季度報告中除了歷史事實或當前事實的聲明外，所有其他聲明均屬前瞻性聲明。您不應過度依賴這些聲明。前瞻性聲明包括“期望”、“打算”、“計劃”、“可能”、“尋求”、“相信”、“預測”、“預期”、“目標”、“潛在”、“估計”、“可能”、“將”、“會”、“將”、“應”、“能夠”、“有”、“應付”、“預計”、“假設”、“考慮”、“繼續”等詞語，以及在與未來操作績效或其他事件的時機或性質討論時，涉及具有類似含義的其他詞語和術語。

此處所含的前瞻性陳述僅於本日期作出。我們不承擔任何公開更新或修訂前瞻性陳述的義務，除非根據法律規定，在取得新資訊、未來事件或其他情況下。這些前瞻性陳述基於管理層目前的期望，涉及多項風險和不確定性，包括但不限於：我們的財務狀況和作為持續營業實體的能力；我們行業中合約定價的風險；我們與客戶、分包商和其他第三方的關係；我們履行合約義務的能力；我們製造設施或我們聘用的第三方製造設施中的干擾；我們合資企業的行動或失敗；我們實施增長策略的能力，包括通過戰略收購，我們可能未能成功完成或整合的收購；我們對某些業務和非核心資產採取戰略替代方案的風險可能無法取得成功交易；我們訂單後勁的意外調整和取消的風險；專業責任、產品責任、保修和其他索賠；我們成功與現有和未來競爭對手競爭的能力；我們成功開發和推廣新產品的能力；宏觀經濟下滑、行業環境和公共衛生危機的影響；我們營運行業的周期性特質；我們營運的立法和監管環境的變化；供應鏈問題，包括充足元件的短缺；未能正確估計客戶需求的能力；我們遵守我們債務協議中的條款的能力；我們在其到期前重融我們的2026年到期的8.125%票據和2026年到期的6.50%票據的能力；我們維持充足保函和信用證能力的能力；商譽損耗或其他無限期無形資產；信用風險；我們信息系統的干擾或故障；我們遵守隱私和信息安全法律的能力；我們保護知識產權和使用我們從第三方許可的知識產權的風險；與我們國際業務相關的風險，包括外幣價值波動、全球關稅、制裁和出口管制可能損害我們的盈利能力；我們普通股價格的波動性；b. Riley對我們的重大影響；稅率或稅法的變化；我們使用淨營運虧損和某些稅收抵免的能力；我們維持有效的財務報告內部控制的能力；我們吸引和留住熟練人員和高級管理人員的能力；勞工問題，包括與工會談判和可能的工作停擺的談判；與我們退休福利計劃相關的風險；自然災害或我們無法控制的其他事件，如戰爭、軍事衝突或恐怖襲擊；以及在我們的年度報告第I部分第1A項下標題"風險因素"中描述的風險和不確定性，這些風險因素可能被我們向證券交易委員會提交的其他報告不時修正、補充或取代。

這些前瞻性聲明是基於詳細的假設作出的，並反映了管理層當前的預期和信念。雖然我們相信這些前瞻性聲明所基於的假設是合理的，但前瞻性聲明會受到許多不確定性和與我們的運營及業務環境相關的因素影響，這些因素難以預測，並可能超出我們的控制範圍。這些不確定性和因素可能導致實際結果與前瞻性聲明所表達或暗示的結果存在重大差異。

此處包含的前瞻性陳述僅截至本日期為止。我們不承擔因新資訊、未來事件或其他原因而公開更新或修改任何前瞻性陳述的義務，除非法律要求。

第一部分

項目1. 縮合合併基本報表

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BABCOCK & WILCOX ENTERPRISES, INC.

綜合綜合綜合損益表

			截至三個月 九月三十日，												九個月結束 九月三十日，
（以千為單位，除每股金額外）			2024						2023						2024						2023
收入			$	209,859					$	239,414					$	651,057					$	772,187
成本和費用:
營運成本			160,038						186,034						498,265						603,715
銷售、一般及行政費用			43,116						45,662						135,079						143,448
重組活動			496						1,285						2,843						2,690
研究和開發成本			1,420						898						3,681						3,130
業務出售損失（收益）			50						—						(40,124)						—
長期資產的減值			5,838						—						5,838						—
資產處置損失(利得)淨額			375						(8)						421						(26)
總成本和開支			211,333						233,871						606,003						752,957
營運（損失）收入			(1,474)						5,543						45,054						19,230
其他（費用）收入：
利息支出			(10,620)						(13,416)						(35,988)						(37,248)
利息收入			293						301						885						892
債務清償損失			(665)						—						(6,789)						—
Benefit plans, net			94						(56)						282						(304)
匯率期貨			2,263						(4,935)						1,429						(4,242)
其他費用，淨額			(797)						(43)						(371)						(675)
總其他費用，淨額			(9,432)						(18,149)						(40,552)						(41,577)
(虧損) 稅前收入			(10,906)						(12,606)						4,502						(22,347)
所得稅費用（利益）			161						(331)						6,146						2,020
持續營業虧損			(11,067)						(12,275)						(1,644)						(24,367)
停業業務的收入（虧損）稅後凈額			5,736						(104,485)						4,886						(109,880)
淨（損失）收入			(5,331)						(116,760)						3,242						(134,247)
歸屬於非控股權益的凈利潤			(1)						(124)						(92)						(221)
凈（虧損）利潤歸屬於股東			(5,332)						(116,884)						3,150						(134,468)
減：A系列優先股股息			3,715						3,714						11,144						11,144
股東應佔普通股淨損失			$	(9,047)					$	(120,598)					$	(7,994)					$	(145,612)
一般和稀釋每股虧損：(0.14
持續營運			$	(0.16)					$	(0.18)					$	(0.14)					$	(0.40)
已停業營運			0.06						(1.17)						0.05						(1.24)
每股基本和稀释的亏损			$	(0.10)					$	(1.35)					$	(0.09)					$	(1.64)
計算基本及稀釋每股虧損所用的股份			92,252						89,125						90,932						88,882

            

請參閱簡明綜合財務報表附註。

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貝布考·威爾科斯企業有限公司。

綜合收益（損失）簡明綜合表

			截至九月三十日的三個月												截至九月三十日的九個月。
（以千為單位)			2024						2023						2024						2023
淨（損失）收入			$	(5,331)					$	(116,760)					$	3,242					$	(134,247)
其他綜合損益：
貨幣轉換調整			3,241						(8,669)						(2,150)						(550)
貨幣翻譯調整重新分類至凈利潤（虧損）			—						—						1,201						—
福利義務：
養老和退休後調整，扣除稅收			231						223						694						668
其他綜合收益（虧損）			3,472						(8,446)						(255)						118
總綜合(損失)收益			(1,859)						(125,206)						2,987						(134,129)
歸屬於非控制權益的綜合損失			9						—						35						41
歸屬於股東的綜合（損失）收入			$	(1,850)					$	(125,206)					$	3,022					$	(134,088)

見附帶的基本報表附註。

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貝布考·威爾科斯企業有限公司。

簡明綜合資產負債表

（以千為單位，除每股金額外）			2024年9月30日						2023年12月31日
現金及現金等價物			$	30,629					$	65,304
當前受限現金			63,362						5,737
應收帳款 - 交易，淨額			142,969						144,016
其他應收款項			26,686						36,179
進行中合約			101,304						90,054
存貨，淨額			116,608						113,890
其他流動資產			21,772						23,918
目前貨幣等價物待售			26,893						18,495
流動資產總額			530,223						497,593
淨物業、廠房及設備及融資租賃			73,592						78,369
商譽			84,581						101,956
無形資產，扣除累計攤銷			23,861						45,627
使用權資產			29,694						28,192
長期受限現金			33,928						297
遞延所得稅資產			6,344						2,105
其他資產			22,410						21,559
總資產			$	804,633					$	775,698
應付賬款			$	122,358					$	127,491
應計員工福利			11,648						10,797
合約預先開單			58,750						81,098
已提保固費用			6,827						7,634
融資租賃負債			1,469						1,367
租賃負債			3,815						3,932
其他應計負債			53,140						68,090
應付貸款			2,975						6,174
待售的流動負債			36,946						43,614
流動負債總額			297,928						350,197
優先票據			339,677						337,869
應付貸款，扣除當前部分			132,750						35,442
退休金和其他退休福利負債			163,836						172,911
融资租赁负债（减去当期部分）			25,758						26,206
扣除當期償還後之經營租賃負債淨額			27,075						25,350
递延所得税负债			10,686						12,991
其他非流動負債			10,041						15,082
總負債			1,007,751						976,048
股東赤字：
優先股，面額 $0.01 每股，授權股份為 20,000；發行和流通股份 7,669 截至2024年9月30日和2023年12月31日			77						77
普通股，面額 $0.01 每股，授權股份為 500,000；流通股份為 92,382 和 89,449於2024年9月30日及2023年12月31日分別			5,180						5,148
超過票面價值的股本			1,552,039						1,546,281
按成本核算的庫藏股。 2,339 和 2,139 分別為2024年9月30日及2023年12月31日			(115,438)						(115,164)
累積虧損			(1,578,936)						(1,570,942)
累積其他全面損失			(66,616)						(66,361)
歸屬於股東的股東權益不足			(203,694)						(200,961)
非控制權益			576						611
股東權益總赤字			(203,118)						(200,350)
負債總額和股東權益總赤字			$	804,633					$	775,698

見附帶的基本報表附註。

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BABCOCK & WILCOX ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

			Common Stock												Preferred Stock												Capital In Excess of Par Value						Treasury Stock						Accumulated Deficit						Accumulated Other Comprehensive (Loss)						Non-controlling Interest						Total Stockholders’ (Deficit) Equity
(in thousands, except share amounts)			Shares						Par  Value						Shares						Par  Value
Balance at December 31, 2023			89,449						$	5,148					7,669						$	77					$	1,546,281					$	(115,164)					$	(1,570,942)					$	(66,361)					$	611					$	(200,350)
Net loss			—												—						—						—						—						(16,833)						—						42						(16,791)
Currency translation adjustments			—						—						—						—						—						—						—						(3,125)						(109)						(3,234)
Pension and post retirement adjustments, net of tax			—						—						—						—						—						—						—						231						—						231
Stock-based compensation charges			31						1						—						—						1,390						—						—						—						—						1,391
Dividends to preferred stockholders			—						—						—						—						—						—						(3,714)						—						—						(3,714)
Balance at March 31, 2024			89,480						$	5,149					7,669						$	77					$	1,547,671					$	(115,164)					$	(1,591,489)					$	(69,255)					$	544					$	(222,467)
Net income			—						$	—					—						$	—					$	—					$	—					$	25,315					$	—					$	49					$	25,364
Currency translation adjustments			—						—						—						—						—						—						—						(1,065)						(8)						(1,073)
Pension and post retirement adjustments, net of tax			—						—						—						—						—						—						—						232						—						232
Stock-based compensation charges			126						1						—						—						1,273						(16)						—						—						—						1,258
Dividends to preferred stockholders			—						—						—						—						—						—						(3,715)						—						—						(3,715)
Common stock offering, net			2,404						24						—						—						2,033						—						—						—						—						2,057
Balance at June 30, 2024			92,010						$	5,174					7,669						$	77					$	1,550,977					$	(115,180)					$	(1,569,889)					$	(70,088)					$	585					$	(198,344)
Net loss			—						$	—					—						$	—					$	—					$	—					$	(5,332)					$	—					$	1					$	(5,331)
Currency translation adjustments			—						—						—						—						—						—						—						3,241						(10)						3,231
Pension and post retirement adjustments, net of tax			—						—						—						—						—						—						—						231						—						231
Stock-based compensation charges			372						6						—						—						1,062						(258)						—						—						—						810
Dividends to preferred stockholders			—						—						—						—						—						—						(3,715)						—						—						(3,715)
Balance at September 30, 2024			92,382						$	5,180					7,669						$	77					$	1,552,039					$	(115,438)					$	(1,578,936)					$	(66,616)					$	576					$	(203,118)

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BABCOCK & WILCOX ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

			Common Stock												Preferred Stock												Capital In Excess of Par Value						Treasury Stock						Accumulated Deficit						Accumulated Other Comprehensive (Loss)						Non-controlling Interest						Total Stockholders’ Equity (Deficit)
(in thousands, except share amounts)			Shares						Par  Value						Shares						Par Value
Balance at December 31, 2022			88,700						$	5,138					7,669						$	77					$	1,537,625					$	(113,753)					$	(1,358,875)					$	(72,786)					$	485					$	(2,089)
Net loss			—						—						—						—						—						—						(12,496)						—						21						(12,475)
Currency translation adjustments			—						—						—						—						—						—						—						4,592						(35)						4,557
Pension and post retirement adjustments, net of tax			—						—						—						—						—						—						—						223						—						223
Stock-based compensation charges			45						1						—						—						3,357						(64)						—						—						—						3,294
Dividends to preferred stockholders			—						—						—						—						—						—						(3,715)						—						—						(3,715)
Dividends to non-controlling interest			—						—						—						—						—						—						—						—						(1)						(1)
Balance at March 31, 2023			88,745						$	5,139					7,669						$	77					$	1,540,982					$	(113,817)					$	(1,375,086)					$	(67,971)					$	470					$	(10,206)
Net loss			—						$	—					—						$	—					$	—					$	—					$	(5,088)					$	—					$	76					$	(5,012)
Currency translation adjustments			—						—						—						—						—						—						—						3,527						(20)						3,507
Pension and post retirement adjustments, net of tax			—						—						—						—						—						—						—						222						—						222
Stock-based compensation charges			83						—						—						—						2,185						(1)						—						—						—						2,184
Dividends to preferred stockholders			—						—						—						—						—						—						(3,715)						—						—						(3,715)
Balance at June 30, 2023			88,828						$	5,139					7,669						$	77					$	1,543,167					$	(113,818)					$	(1,383,889)					$	(64,222)					$	526					$	(13,020)
Net loss			—						$	—					—						$	—					$	—					$	—					$	(116,884)					$	—					$	124					$	(116,760)
Currency translation adjustments			—						—						—						—						—						—						—						(8,669)						(24)						(8,693)
Pension and postretirement adjustments, net of tax			—						—						—						—						—						—						—						223						—						223
Stock-based compensation charges			543						8						—						—						1,599						(1,333)						—						—						—						274
Dividends to preferred stockholders			—						—						—						—						—						—						(3,714)						—						—						(3,714)
Balance at September 30, 2023			89,371						$	5,147					7,669						$	77					$	1,544,766					$	(115,151)					$	(1,504,487)					$	(72,668)					$	626					$	(141,690)

See accompanying Notes to Condensed Consolidated Financial Statements.

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BABCOCK & WILCOX ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			Nine Months Ended September 30,
(in thousands)			2024						2023
Cash flows from operating activities:
Net loss from continuing operations			$	(1,644)					$	(24,367)
Net income (loss) from discontinued operations			4,886						(109,880)
Net income (loss)			$	3,242					$	(134,247)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization of long-lived assets			13,736						16,491
Goodwill impairment			—						56,556
Amortization of deferred financing costs and debt discount			3,721						3,711
Amortization of guaranty fee			2,133						543
Non-cash operating lease expense			5,223						4,364
Loss on debt extinguishment			6,789						—
Gain on sale of business			(40,124)						—
Impairment on long-lived assets			5,838						—
Loss on asset disposals			421						229
Benefit from deferred income taxes			(6,544)						(5,603)
Prior service cost amortization for pension and postretirement plans			693						668
Stock-based compensation			3,781						7,175
Foreign exchange			(1,429)						4,242
Changes in operating assets and liabilities:
Accounts receivable - trade, net and other			(17,712)						4,269
Contracts in progress			(30,398)						2,458
Advance billings on contracts			(20,703)						(29,747)
Inventories, net			(3,434)						(10,496)
Income taxes			2,665						(159)
Accounts payable			5,127						28,103
Accrued and other current liabilities			(5,819)						(4,587)
Accrued contract loss			(5,957)						13,258
Pension liabilities, accrued postretirement benefits and employee benefits			(7,623)						(2,062)
Other, net			(9,884)						(5,639)
Net cash used in operating activities			(96,258)						(50,473)
Cash flows from investing activities:
Purchase of property, plant and equipment			(10,127)						(10,546)
Purchases of available-for-sale securities			(4,537)						(5,263)
Sales and maturities of available-for-sale securities			5,013						7,368
Proceeds from sale of business and assets, net			87,613						—
Other, net			43						(148)
Net cash provided by (used in) investing activities			78,005						(8,589)

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BABCOCK & WILCOX ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			Nine Months Ended September 30,
(in thousands)			2024						2023
Cash flows from financing activities:
Borrowings on loan payable			184,806						97,140
Repayments on loan payable			(91,116)						(72,502)
Finance lease payments			(1,016)						—
Payment of holdback funds from acquisition			(2,950)						(2,798)
Payment of preferred stock dividends			(14,859)						(7,428)
Shares of common stock returned to treasury stock			(274)						(1,398)
Issuance of common stock, net			2,033						—
Debt issuance costs			(5,599)						(208)
Other, net			(184)						(874)
Net cash provided by financing activities			70,841						11,932
Effects of exchange rate changes on cash			3,962						(734)
Net increase (decrease) in cash, cash equivalents and restricted cash			56,550						(47,864)
Cash, cash equivalents and restricted cash at beginning of period			71,369						112,970
Cash, cash equivalents and restricted cash at end of period			$	127,919					$	65,106
Schedule of cash, cash equivalents and restricted cash:
Cash and cash equivalents			$	30,629					$	48,369
Current restricted cash			63,362						6,505
Long-term restricted cash			33,928						10,232
Total cash, cash equivalents and restricted cash at end of period			$	127,919					$	65,106
Supplemental Cash flow information:
Income taxes paid, net			$	5,173					$	4,642
Interest paid			$	27,796					$	16,685

See accompanying Notes to Condensed Consolidated Financial Statements.

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BABCOCK & WILCOX ENTERPRISES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 1 – BASIS OF PRESENTATION

These interim Condensed Consolidated Financial Statements of Babcock & Wilcox Enterprises, Inc. (“B&W,” “management,” “we,” “us,” “our” or the “Company”) have been prepared in accordance with GAAP and SEC instructions for interim financial information, and should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2023. The Notes to Condensed Consolidated Financial Statements are presented on the basis of continuing operations, unless otherwise stated.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. In the opinion of management, these Condensed Consolidated Financial Statements contain all estimates and adjustments, consisting of normal recurring adjustments, required to fairly present the financial position, results of operations, and cash flows for the periods presented. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024.

There have been no material changes to our significant accounting policies included in the Annual Report on Form 10-K for the year ended December 31, 2023.

Non-controlling interests are presented in the Condensed Consolidated Financial Statements as if parent company investors (controlling interests) and other minority investors (non-controlling interests) in partially-owned subsidiaries have similar economic interests in a single entity. As a result, investments in non-controlling interests are reported as equity in the Condensed Consolidated Financial Statements. Additionally, the Condensed Consolidated Financial Statements include 100% of a controlled subsidiary’s earnings, rather than only our share. Transactions between the parent company and non-controlling interests are reported in equity as transactions between stockholders, provided that these transactions do not create a change in control.

Liquidity

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We have historically incurred operating losses, primarily due to losses recognized on our B&W Solar business as well as higher debt service costs and recurring cash deficits from operating activities. Our assessment of our ability to fund future operations is inherently subjective, judgment-based and susceptible to change based on future events. Currently, with existing cash on hand and available liquidity, we are projecting insufficient liquidity to fund operations through one year following the date that this Quarterly Report is issued. While these conditions and events raise substantial doubt about our ability to continue as a going concern, it is probable that our alternative measures contemplated alleviate the substantial doubt about our ability to continue as a going concern.

In response to the conditions, we are implementing several strategies to obtain the required funding for future operations and are considering other alternative measures to improve cash flow, including suspension of the dividend on our Preferred Stock and delaying development of new products, which together we expect would reduce our annual cash spending by approximately $25 million. The following actions were completed through the issuance date of this Quarterly Report:

•sold our B&W Renewable Service A/S business for net proceeds of $83.5 million on June 28, 2024 (described in Note 3 to the Condensed Consolidated Financial Statements);

•sold our SPIG and GMAB business for net proceeds of $33.7 million on October 30, 2024 (described in Note 23 to the Condensed Consolidated Financial Statements);

•completed the sale of a non-core facility for net proceeds of $4.2 million;

•sold 4.3 million common shares pursuant to our At-The-Market Offering (described in Note 15 and Note 23 to the Condensed Consolidated Financial Statements) for net proceeds of $6.7 million;

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•negotiated the settlement of a liability to the former owner of B&W Solar at a discount, resulting in future cash savings of $7.2 million;

•received a $6.8 million insurance recovery pursuant to our Representations and Warranties Policy in connection with our purchase of B&W Solar (discussed further in Note 4); and,

•initiated a company-wide cost savings plan with targeted annual savings of $31.5 million, $26.5 million of which has been achieved to date.

•We were granted a preliminary waiver, of required minimum contributions to the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the "U.S. Plan") by the PBGC, which if approved, is expected to reduce cash funding requirements in 2024 and increase contributions annually over the subsequent 5-year period (described in Note 13 to the Condensed Consolidated Financial Statements).

Based on our ability to raise funds through the actions noted above and our Cash and cash equivalents as of September 30, 2024, we have concluded it is probable that such actions would provide sufficient liquidity to fund operations for the next twelve months following the date of this Quarterly Report.

Operations

Our operations are assessed based on three reportable market-facing segments consistent with our strategic initiative to accelerate growth and provide stakeholders improved visibility into our renewable and environmental growth platforms. Our reportable segments are as follows:

•Babcock & Wilcox Renewable: Technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, biomass-to-energy and black liquor systems for the pulp and paper industry. Our technologies support a circular economy, diverting waste from landfills to use for power generation and replacing fossil fuels, while recovering metals and reducing emissions.

•Babcock & Wilcox Environmental: A full suite of emissions control and environmental technology solutions for utility, waste-to-energy, biomass-to-energy, carbon black, and industrial steam generation applications around the world. Our broad experience includes systems for ash handling, particulate control, nitrogen oxides and sulfur dioxides removal, and mercury control.

•Babcock & Wilcox Thermal: Steam generation equipment, aftermarket parts, construction, maintenance and field services for plants in the power generation, oil and gas, and industrial sectors. We have an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others.

For financial information about our segments see Note 5 to the Condensed Consolidated Financial Statements.

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NOTE 2 – EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted loss per share of our common stock, net of non-controlling interest and dividends on preferred stock:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands, except per share amounts)			2024						2023						2024						2023
Net loss from continuing operations			$	(11,067)					$	(12,275)					$	(1,644)					$	(24,367)
Net income attributable to non-controlling interest			(1)						(124)						(92)						(221)
Less: Dividend on Series A preferred stock			3,715						3,714						11,144						11,144
Loss from continuing operations attributable to stockholders of common stock			(14,783)						(16,113)						(12,880)						(35,732)
Income (loss) from discontinued operations, net of tax			5,736						(104,485)						4,886						(109,880)
Net loss attributable to stockholders of common stock			$	(9,047)					$	(120,598)					$	(7,994)					$	(145,612)
Weighted average shares used to calculate basic and diluted loss per share			92,252						89,125						90,932						88,882
Basic and diluted loss per common share:
Continuing operations			$	(0.16)					$	(0.18)					$	(0.14)					$	(0.40)
Discontinued operations			$	0.06					$	(1.17)					$	0.05					$	(1.24)
Basic and diluted loss per common share			$	(0.10)					$	(1.35)					$	(0.09)					$	(1.64)

We incurred a net loss in the three and nine months ended September 30, 2024 and 2023, therefore the basic and diluted shares are the same for those periods.

If we had net income attributable to stockholders of common stock in the three months ended September 30, 2024 and 2023, diluted shares would have included an additional 0.4 million and 0.3 million shares, respectively. If we had net income in the nine months ended September 30, 2024 and 2023, diluted shares would have included an additional 0.1 million and 0.5 million shares, respectively.

We excluded 1.8 million and 1.9 million shares related to stock options from the diluted share calculation for the three months ended September 30, 2024 and 2023, respectively, because their effect would have been anti-dilutive. We excluded 2.2 million and 1.9 million shares related to stock options from the diluted share calculation from the nine months ended September 30, 2024 and 2023, respectively, because their effect would have been anti-dilutive.

NOTE 3 - DIVESTITURES

On June 28, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary, entered into an agreement to sell the entire issued and outstanding share capital of our subsidiary, Babcock & Wilcox Renewable Service A/S (“BWRS”), to Hitachi Zosen Inova AG (“Buyer”). The sale of BWRS to the Buyer was completed the same day. We received net cash proceeds of $83.5 million and recorded a gain on the sale of the business of $40.2 million. The proceeds were used to reduce outstanding debt and support working capital needs.

On October 8, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary and Babcock & Wilcox A/S subsidiary, entered into an agreement to sell the entire issued and outstanding share capital of our subsidiaries SPIG S.p.A ("SPIG”) and Babcock & Wilcox Volund AB f/k/a Gotaverken Miljo AB ("GMAB"), to Auctus Neptune Holding S.p.A, which closed on October 30, 2024. See Note 23 to the Condensed Consolidated Financial Statements for further information.

NOTE 4 – ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

During the third quarter of 2023, we committed to a plan to sell our B&W Solar business resulting in a significant change that would impact our operations. As of September 30, 2023, we met all of the criteria for the assets and liabilities of this

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business, formerly part of our B&W Renewable segment, to be accounted for as held for sale. In addition, we also determined that the operations of the B&W Solar business qualified as a discontinued operation, primarily based upon its significance to our current and historic operating losses.

We have classified B&W Solar as held for sale for longer than one year as of September 30, 2024. However, we have met the requirements for an exception to the one-year period as certain circumstances beyond our control have extended the period required to complete the sale within one year. Therefore, we continued to meet the criteria to account for the B&W Solar business as held for sale and discontinued operations as of September 30, 2024.

The following table summarizes the operating results of the disposal group included in discontinued operations in the Condensed Consolidated Statements of Operations:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Revenues			$	27,134					$	(4,709)					$	60,985					$	24,952
Cost of operations			25,687						35,377						57,377						65,682
Selling, general and administrative expenses			(4,280)						7,646						(1,797)						11,997
Restructuring activities			—						50						35						50
(Gain) loss on asset disposals, net			—						(98)						—						255
Goodwill impairment			—						56,556						—						56,556
Total costs and expenses			21,407						99,531						55,615						134,540
Operating income (loss)			5,727						(104,240)						5,370						(109,588)
Other income (expense)			9						(69)						(484)						(116)
Income (loss) from discontinued operations before tax			5,736						(104,309)						4,886						(109,704)
Benefit from income taxes			—						(176)						—						(176)
Income (loss) from discontinued operations, net of tax			$	5,736					$	(104,485)					$	4,886					$	(109,880)

Included in Selling, general and administrative expenses for the three months ended September 30, 2024 above is a $6.8 million gain related to a settlement of an insurance claim on the representations and warranty policy obtained when B&W Solar was acquired.

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The following table provides the major classes of assets and liabilities of the disposal group included in assets held for sale and liabilities held for sale in the Condensed Consolidated Balance Sheets:

(in thousands)			September 30, 2024						December 31, 2023
Cash and cash equivalents			$	—					$	31
Contracts in progress			10,559						4,538
Accounts receivable – trade, net			5,331						3,272
Other current assets			167						62
Total current assets			16,057						7,903
Net property, plant and equipment and finance leases			3,107						2,683
Intangible assets, net			7,833						7,833
Right-of-use assets			59						76
Other non-current assets, net			(163)						—
Total non-current assets			10,836						10,592
Total assets held for sale			$	26,893					$	18,495
Loans payable			$	530					$	502
Operating lease liabilities			25						23
Accounts payable			31,201						26,298
Accrued employee benefits			43						231
Advance billings on contracts			1,151						5,961
Accrued warranty expense			1,138						1,078
Other accrued liabilities			775						8,101
Total current liabilities			34,863						42,194
Loans payable, net of current portion			885						1,308
Operating lease liabilities, net of current portion			36						—
Other noncurrent liabilities			1,162						112
Total noncurrent liabilities			2,083						1,420
Total liabilities held for sale			$	36,946					$	43,614
Reported as:
Current assets of discontinued operations			$	26,893					$	18,495
Current liabilities of discontinued operations			$	36,946					$	43,614

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The significant components included in the Condensed Consolidated Statements of Cash Flows for the discontinued operations are as follows:

			Nine Months Ended September 30,
(in thousands)			2024						2023
Depreciation and amortization of long-lived assets			$	—					$	952
Goodwill impairment			—						56,556
Loss on asset disposals			—						423
Changes in operating assets and liabilities:
Accounts receivable - trade, net and other			(2,059)						(1,941)
Contracts in progress			(6,021)						3,969
Advance billings on contracts			(4,810)						5,656
Accounts payable			4,903						14,977
Accrued contract losses			(4,285)						14,659
Purchase of property, plant and equipment			(551)						(1,634)

Contracts

During the nine months ended September 30, 2024, seven contracts were terminated, resulting in gross profit of $1.1 million. There were no new loss contracts during the nine months ended September 30, 2024.

Changes in Contract Estimates

During each of the three- and nine-month periods ended September 30, 2024 and 2023, B&W Solar recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Increases in gross profit for changes in estimates for over time contracts			$	4,504					$	2,917					$	6,751					$	5,518
Decreases in gross profit for changes in estimates for over time contracts			(1,175)						(40,948)						(1,317)						(45,237)
Net changes in gross profit for changes in estimates for over time contracts			$	3,329					$	(38,031)					$	5,434					$	(39,719)

Backlog

B&W Solar backlog was $23.7 million and $99.0 million at September 30, 2024 and December 31, 2023, respectively. The decrease was primarily driven by contract terminations of $15.5 million, revenue recognized of $58.2 million, and $0.4 million decrease to existing contracts during the first nine months of 2024. We expect to recognize substantially all of the remaining performance obligations as revenue during the year ended December 31, 2024.

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NOTE 5 – SEGMENT REPORTING

We assess our operations based on three reportable segments as described in Note 1 to the Condensed Consolidated Financial Statements. An analysis of our operations by segment is as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Revenues:
B&W Renewable segment
B&W Renewable			$	27,294					$	37,581					$	86,237					$	130,879
B&W Renewable Services			—						34,184						45,796						76,305
Vølund			10,871						15,314						19,366						49,237
TOTAL			38,165						87,079						151,399						256,421
B&W Environmental segment
B&W Environmental			32,585						24,706						86,156						66,518
SPIG			19,809						18,907						61,370						59,146
GMAB			4,185						2,808						13,636						8,887
TOTAL			56,579						46,421						161,162						134,551
B&W Thermal segment
B&W Thermal			119,909						106,981						350,285						384,227
TOTAL			119,909						106,981						350,285						384,227
Eliminations			(4,794)						(1,067)						(11,789)						(3,012)
Total Revenues			$	209,859					$	239,414					$	651,057					$	772,187

At a segment level, the Adjusted EBITDA presented below is consistent with the manner in which our chief operating decision maker ("CODM") reviews the results of operations and makes strategic decisions about the business and is calculated as earnings before interest, tax, depreciation and amortization adjusted for items such as gains or losses arising from the sale of non-income-producing assets, net pension benefits, restructuring activities, impairments, gains and losses on debt extinguishment, legal and settlement costs, costs related to financial consulting, research and development costs, costs and operating income from contracts being disposed, and other costs that may not be directly controllable by segment management and are not allocated to the segment. The following table is provided to reconcile our segment performance metrics to loss before income tax expense.

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			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Adjusted EBITDA
B&W Renewable segment - Adjusted EBITDA			$	4,993					$	10,147					$	14,342					$	19,190
B&W Environmental segment - Adjusted EBITDA			4,723						5,024						14,798						10,324
B&W Thermal segment - Adjusted EBITDA			18,382						11,322						45,060						49,422
Corporate			(5,661)						(5,630)						(15,640)						(16,198)
R&D expenses			(150)						(897)						(477)						(3,097)
Interest expense			(10,327)						(13,353)						(35,103)						(37,096)
Depreciation & amortization			(4,170)						(4,610)						(13,174)						(14,995)
Gain on sale of business			—						—						40,174						—
Impairment of long-lived assets			(5,838)						—						(5,838)						—
Benefit plans, net			94						(56)						282						(304)
Gain (loss) on asset sales, net			(376)						8						(422)						26
Settlement and related legal costs			61						—						(3,206)						2,463
Loss on debt extinguishment			(665)						—						(6,789)						—
Stock compensation			(938)						(397)						(3,598)						(5,895)
Restructuring expense and business services transition			(496)						(1,285)						(2,843)						(3,267)
Acquisition pursuit and related costs			(170)						(346)						(275)						(585)
Product development			(2,063)						(895)						(5,122)						(3,313)
Foreign exchange			2,263						(4,935)						1,429						(4,242)
Financial advisory services			(1,052)						—						(1,295)						—
Contract disposal			(6,058)						(4,293)						(10,116)						(8,373)
Letter of credit fees			(1,298)						(1,961)						(5,937)						(5,639)
Other-net			(2,156)						(449)						(1,744)						(768)
(Loss) income before income tax expense			$	(10,902)					$	(12,606)					$	4,506					$	(22,347)

We do not separately identify or report assets by segment as the CODM does not consider assets by segment to be a critical measure by which performance is measured.

NOTE 6 – REVENUE RECOGNITION AND CONTRACTS

Revenue Recognition

We generate the vast majority of our revenues from the supply of, and aftermarket services for, steam-generating, environmental and auxiliary equipment. We also earn revenue from the supply of custom-engineered cooling systems for steam applications along with related aftermarket services.

A performance obligation is a contractual promise to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.

Revenue from products and services transferred to customers at a point in time, which includes certain aftermarket parts and services, accounted for 21% and 26% of our revenue for the three months ended September 30, 2024 and 2023, and 21% and 24% of our revenue for the nine months ended September 30, 2024 and 2023, respectively. Revenue from products and services transferred to customers over time, which primarily relates to customized, engineered solutions and construction services, accounted for 79% and 74% of our revenue for the three months ended September 30, 2024 and 2023, respectively, and 79% and 76% of our revenue for the nine months ended September 30, 2024 and 2023, respectively.

Refer to Note 5 to the Condensed Consolidated Financial Statements for further disaggregation of revenue.

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Contract Balances

The following represents the components of our contracts in progress and advance billings on contracts included in the Condensed Consolidated Balance Sheets:

(in thousands)			September 30, 2024						December 31, 2023						$ Change						% Change
Contract assets - included in contracts in progress:
Costs incurred less costs of revenue recognized			$	54,719					$	37,556					$	17,163					46		%
Revenues recognized less billings to customers			46,585						52,498						(5,913)						(11)		%
Contracts in progress			$	101,304					$	90,054					$	11,250					12		%
Contract liabilities - included in advance billings on contracts:
Billings to customers less revenues recognized			$	58,516					$	76,032					$	(17,516)					(23)		%
Costs of revenue recognized less cost incurred			234						5,066						(4,832)						(95)		%
Advance billings on contracts			$	58,750					$	81,098					$	(22,348)					(28)		%
Net contract balance			$	42,554					$	8,956					$	33,598					375		%
Accrued contract losses			$	75					$	522					$	(447)					(86)		%

Backlog

On September 30, 2024, we had $361.6 million of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately 54%, 41% and 5% of our remaining performance obligations as revenue in 2024, 2025 and thereafter, respectively.

During the third quarter of 2024, we entered into an agreement to terminate our final existing O&M service contract. The termination date was October 31, 2024, and resulted in the payment of a break fee by B&W and various other payments between the parties in settlement of certain claims under the O&M. As a result, we recorded approximately $4.9 million of expense, primarily in Cost of operations, in our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2024.

Changes in Contract Estimates

During each of the three and nine periods ended September 30, 2024 and 2023, we recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Increases in gross profit for changes in estimates for over time contracts			$	3,831					$	1,494					$	12,790					$	8,842
Decreases in gross profit for changes in estimates for over time contracts			(1,869)						(1,068)						(10,490)						(8,231)
Net changes in gross profit for changes in estimates for over time contracts			$	1,962					$	426					$	2,300					$	611

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NOTE 7 – INVENTORIES

Inventories are stated at the lower of cost or net realizable value. Certain raw material inventory is sold to our customers directly and without further processing. The components of inventories are as follows:

(in thousands)			September 30, 2024						December 31, 2023
Raw materials and supplies			$	88,845					$	90,116
Work in progress			6,446						6,604
Finished goods			21,317						17,170
Total inventories			$	116,608					$	113,890

NOTE 8 – PROPERTY, PLANT, EQUIPMENT & FINANCE LEASES

Property, plant and equipment less accumulated depreciation is as follows:

(in thousands)			September 30, 2024						December 31, 2023
Land			$	1,493					$	2,608
Buildings			24,743						34,832
Machinery and equipment			143,799						152,700
Property under construction			17,940						13,780
			187,975						203,920
Less accumulated depreciation			135,860						147,929
Net property, plant and equipment			52,115						55,991
Finance leases			31,321						30,656
Less finance lease accumulated amortization			9,844						8,278
Net property, plant and equipment, and finance leases			$	73,592					$	78,369

NOTE 9 - GOODWILL

Goodwill represents the excess of the consideration transferred over the fair value of net assets, including identifiable intangible assets, at the acquisition date. Goodwill is assessed for impairment annually on October 1 or more frequently if events or changes in circumstances indicate a potential impairment exists.

There were no indicators of goodwill impairment identified during the three or nine months ended September 30, 2024. As previously discussed in Note 3 to the Condensed Consolidated Financial Statements, we divested our BWRS business in fiscal 2024, resulting in a decrease to goodwill.

The following summarizes the changes in the net carrying amount of goodwill as of September 30, 2024:

(in thousands)			B&W Renewable						B&W Environmental						B&W Thermal						Total
Balance at December 31, 2023			$	25,805					$	5,637					$	70,514					$	101,956
Divestiture of BWRS			(16,281)						—						—						(16,281)
Currency translation adjustments			(220)						(198)						(676)						(1,094)
Balance at September 30, 2024			$	9,304					$	5,439					$	69,838					$	84,581

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NOTE 10 – INTANGIBLE ASSETS

Intangible assets are as follows:

(in thousands)			September 30, 2024						December 31, 2023
Definite-lived intangible assets
Customer relationships			$	46,096					$	59,543
Unpatented technology			17,689						18,416
Patented technology			3,657						3,677
Trade name			8,051						13,595
All other			9,708						9,763
Gross value of definite-lived intangible assets			85,201						104,994
Customer relationships amortization			(30,099)						(29,820)
Unpatented technology amortization			(12,878)						(11,764)
Patented technology amortization			(3,149)						(3,030)
Tradename amortization			(7,146)						(6,892)
All other amortization			(9,598)						(9,391)
Accumulated amortization			(62,870)						(60,897)
Net definite-lived intangible assets			$	22,331					$	44,097
Indefinite-lived intangible assets
Trademarks and trade names			$	1,530					$	1,530
Total intangible assets, net			$	23,861					$	45,627

The following summarizes the changes in the carrying amount of intangible assets, net:

			Nine Months Ended September 30,
(in thousands)			2024						2023
Balance at beginning of period			$	45,627					$	51,564
Divestiture of BWRS			(10,128)						—
Amortization expense			(5,120)						(5,375)
Impairment of long-lived assets			(5,838)						—
Currency translation adjustments			(680)						(103)
Balance at end of the period			$	23,861					$	46,086

Amortization of intangible assets is included in Cost of operations and SG&A in the Condensed Consolidated Statements of Operations but is not allocated to segment results.

During the third quarter of 2024, we recognized an impairment of $5.8 million on certain intangible assets related to the sale of SPIG and GMAB (each as defined in Note 23). Refer to Note 23 to the Condensed Consolidated Financial Statements for further information.

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Estimated future intangible asset amortization expense as of September 30, 2024 is as follows (in thousands):

			Amortization Expense
Year ending December 31, 2024			1,266
Year ending December 31, 2025			4,260
Year ending December 31, 2026			3,528
Year ending December 31, 2027			3,210
Year ending December 31, 2028			2,927
Thereafter			7,140

NOTE 11 – ACCRUED WARRANTY EXPENSE

We may offer assurance type warranties on products and services that we sell. Changes in the carrying amount of accrued warranty expense are as follows:

			Nine Months Ended September 30,
(in thousands)			2024						2023
Balance at beginning of period			$	7,634					$	9,548
Additions			1,836						4,546
Expirations and other changes			(1,510)						(3,316)
Payments			(1,199)						(2,190)
Translation and other			66						(61)
Balance at end of period			$	6,827					$	8,527

We record estimated expense in Cost of operations in the Condensed Consolidated Statements of Operations to satisfy contractual warranty requirements when we recognize the associated revenues on the related contracts, or in the case of a loss contract, the full amount of the estimated warranty costs is accrued when the contract becomes a loss contract. In addition, we record specific provisions or reductions where we expect the actual warranty costs to significantly differ from the accrued estimates. Such changes could have a material effect on our financial position, results of operations and cash flows.

NOTE 12 – RESTRUCTURING ACTIVITIES

We incurred restructuring charges (benefits) in each of the three and nine months ended September 30, 2024 and 2023. The charges (benefits) primarily consist of costs related to actions taken as part of ongoing strategic initiatives.

The following tables summarize the restructuring activity incurred by segment:

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			Three Months Ended September 30,
			2024												2023
(in thousands)			Total			Severance and related costs			Other						Total			Severance and related costs			Other
B&W Renewable segment			$	306		$	300		$	6					$	567		$	567		$	—
B&W Environmental segment			56			43			13						159			116			43
B&W Thermal segment			134			98			36						559			572			(13)
			$	496		$	441		$	55					$	1,285		$	1,255		$	30

			Nine Months Ended September 30,
			2024												2023
(in thousands)			Total			Severance and related costs			Other (1)						Total			Severance and related costs			Other (1)
B&W Renewable segment			$	1,611		$	425		$	1,186					$	955		$	630		$	325
B&W Environmental segment			90			43			47						343			117			226
B&W Thermal segment			1,142			492			650						1,392			575			817
			$	2,843		$	960		$	1,883					$	2,690		$	1,322		$	1,368

(1) Other amounts consist primarily of costs associated with the exit of the B&W Renewable segment from operations in Denmark.

Restructuring liabilities are included in Other accrued liabilities in the Condensed Consolidated Balance Sheets. Activity related to the restructuring liabilities is as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Balance at beginning of period			$	1,013					$	2,036					$	2,505					$	1,615
Restructuring expense			496						1,285						2,843						2,690
Payments			(869)						(1,718)						(4,708)						(2,702)
Balance at end of period			$	640					$	1,603					$	640					$	1,603

The payments shown above for the three and nine months ended September 30, 2024 and 2023 relate primarily to severance costs. Accrued restructuring liabilities at September 30, 2024 and 2023 relate primarily to employee termination benefits.

NOTE 13 – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Components of net periodic cost (benefit) included in net loss are as follows:

			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)			2024						2023						2024						2023						2024						2023						2024						2023
Interest cost			$	10,811					$	11,447					$	32,423					$	34,462					$	70					$	92					$	210					$	276
Expected return on plan assets			(11,201)						(11,709)						(33,593)						(35,112)						—						—						—						—
Amortization of prior service cost			53						53						159						158						173						173						519						519
Benefit plans, net (1)			(337)						(209)						(1,011)						(492)						243						265						729						795
Service cost included in COS (2)			173						146						514						435						5						4						14						12
Net periodic cost (benefit)			$	(164)					$	(63)					$	(497)					$	(57)					$	248					$	269					$	743					$	807

(1)    Benefit plans, net, which is presented separately in the Condensed Consolidated Statements of Operations, is not allocated to the segments.

(2)    Service cost related to a small group of active participants is presented within Cost of operations in the Condensed Consolidated Statements of Operations and is recorded at the B&W Thermal segment level.

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There were no MTM adjustments for our pension and other postretirement benefit plans during the three and nine months ended September 30, 2024 and 2023.

We made contributions to our pension and other postretirement benefit plans totaling $3.7 million and $7.7 million during the three and nine months ended September 30, 2024 as compared to $0.3 million and $1.0 million during the three and nine months ended September 30, 2023 respectively.

Additionally, during the third quarter of 2024, we were granted a preliminary waiver of required minimum contributions to the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the "U.S. Plan") by the PBGC. The waiver was conditionally granted, subject to us providing acceptable collateral to the PBGC within 120 days, at which point it will be reviewed, and, if deemed subordinate, will be approved. The waiver is expected to reduce cash funding requirements in 2024 by $15.0 million and increase contributions annually over the subsequent 5-year period.

NOTE 14 – DEBT AND CREDIT FACILITIES

Senior Notes

The components of the Company's senior notes outstanding at September 30, 2024 are as follows:

			Senior Notes
(in thousands)			8.125%						6.50%						Total
Senior notes due 2026			$	193,035					$	151,440					$	344,475
Unamortized deferred financing costs			(1,950)						(3,052)						(5,002)
Unamortized premium			204						—						204
Net debt balance			$	191,289					$	148,388					$	339,677

The components of senior notes outstanding at December 31, 2023 are as follows:

			Senior Notes
(in thousands)			8.125%						6.50%						Total
Senior notes due 2026			$	193,035					$	151,440					$	344,475
Unamortized deferred financing costs			(2,899)						(4,019)						(6,918)
Unamortized premium			312						—						312
Net debt balance			$	190,448					$	147,421					$	337,869

Revolving and Letter of Credit Agreements with Axos

We entered into the Credit Agreement in January 2024, with certain of our subsidiaries as guarantors, the lenders party thereto from time to time and Axos, as administrative agent, swingline lender and letter of credit issuer.

The Credit Agreement provides for an up to $150.0 million asset-based revolving credit facility (with availability subject to a borrowing base calculation) ("Credit Facility"), including a $100.0 million letter of credit sublimit. Our obligations under the Credit Agreement are guaranteed by certain of our domestic and foreign subsidiaries. B. Riley has provided a guaranty of payment with regard to our obligations under the Credit Agreement, as further described below. We used and expect to use the proceeds and letter of credit availability under the Credit Agreement to (i) pay off our prior revolving credit facility with PNC, (ii) provide for working capital needs, (iii) provide cash collateral to secure letters of credit to be issued under the Credit Agreement, and (iv) provide for general corporate purposes.

The Credit Agreement has a maturity date of January 18, 2027, provided that if as of November 28, 2025, as amended by the Fourth Amendment to Credit Agreement ("Fourth Amendment") (as described below), the 8.125% Senior Notes and 6.50%

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Senior Notes have not been refinanced pursuant to a Permitted Refinancing, as defined in the Credit Agreement, or the maturity date has not otherwise been extended to a date on or after July 18, 2027, then the maturity date of the Credit Agreement is November 28, 2025.

The interest rates applicable under the Credit Agreement are: (i) with respect to SOFR Loans, (a) SOFR plus 5.25% if the outstanding principal amount of loans is equal to or less than $100.0 million or (b) SOFR plus 4.00% if the outstanding principal amount of loans is equal to or greater than $100.0 million; (ii) with respect to Base Rate Loans, the greater of (a) the Federal Funds Rate plus 2.00% plus the Applicable Margin, (b) the prime rate as designated by Axos plus the Applicable Margin, and (c) Daily Simple SOFR plus 1.00% plus the Applicable Margin; and (iii) with respect to the default rate under the Credit Agreement, the then-existing interest rate plus 2.00%.

In connection with the Credit Agreement, we are required to pay (i) an origination fee of $1.5 million, (ii) a commitment fee equal to 0.50% per annum multiplied by the positive difference by which the Aggregate Revolving Commitments exceed the Total Revolvings Outstanding (as defined in the Credit Agreement), subject to adjustment, (iii) a facility fee equal to the Applicable Margin for SOFR Loans multiplied by the positive difference by which the actual daily amount of L/C Obligations the Administrative Agent is then holding Specified Cash Collateral exceeds the actual daily Outstanding Amount of Revolving Loans, and (iv) a collateral monitoring fee of $1,000 per month. We are permitted to prepay all or any portion of the loans under the Credit Agreement prior to maturity subject to the payment of an early termination fee. The Credit Agreement requires mandatory prepayments under certain circumstances, including in the event of an overadvance.

The obligations under the Credit Agreement are secured by substantially all assets of B&W and each of the guarantors, in each case subject to intercreditor arrangements. The Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The Credit Agreement requires us to comply with certain financial maintenance covenants, including a quarterly fixed charge coverage test, a quarterly total net leverage ratio test, a cash repatriation covenant, a minimum liquidity covenant, an annual cap on maintenance capital expenditures and a limit on unrestricted cash.

The Credit Agreement also contains customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the Credit Agreement, the failure to comply with certain covenants and agreements specified in the Credit Agreement, defaults in respect of certain other indebtedness, and certain events of insolvency. If any event of default occurs, Axos may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Credit Agreement may become due and payable immediately. At September 30, 2024, after giving consideration to the Fourth Amendment discussed below, we are in compliance with all financial and other covenants contained in the Credit Agreement.

In connection with our entry into the Credit Agreement, we entered into with B. Riley (i) a guaranty agreement in favor of (a) Axos, in its capacity as administrative agent under the Credit Agreement, for the ratable benefit of the Secured Parties and (b) such Secured Parties (the “B. Riley Guaranty”) and (ii) a fee and reimbursement agreement, made by B. Riley and accepted and agreed to by us (the “B. Riley Fee Agreement”). The B. Riley Guaranty provides for the guarantee of all of our obligations under the Credit Agreement. The B. Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of our obligations under the Credit Agreement. The B. Riley Fee Agreement provides, among other things, for an annual fee to be paid to B. Riley by us in an annual amount equal to 2.00% of Aggregate Revolving Commitments under the Credit Agreement (or approximately $3.0 million) as consideration for B. Riley’s agreements and commitments under the B. Riley Guaranty. The B. Riley Fee Agreement also requires us to reimburse B. Riley to the extent the B. Riley Guaranty is called upon by the agent or lenders under the Credit Agreement and requires us to execute a junior secured promissory note with respect to the same within 60 days after the execution of the B. Riley Fee Agreement (or such other date as B. Riley may agree to).

On April 30, 2024, we, along with certain subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the First Amendment to Credit Agreement (the “First Amendment”). The First Amendment, among other things, amends the terms of the Credit Agreement to increase the amounts available to be borrowed based on inventory in the borrowing base under the Credit Agreement (the "Increased Inventory Period"). In 2024, the Increased Inventory Period commences on April 30 and ends on July 31 and would provide approximately $6.0 million additional available borrowings under the Credit Agreement.

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On July 3, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the Second Amendment. Pursuant to the Second Amendment, Axos and the Lenders party to the Credit Agreement consented to the Company’s engagement in the Specified Transactions, and agreed that the consummation of any Specified Transaction would not result in an event of default under the Credit Agreement. As a condition to the forgoing consent and agreements, the Company agreed to apply the net cash proceeds of all three occurrences of the Specified Transactions in the following order, irrespective of the order of consummation of the Specified Transactions: (i) to the repayment of revolving loans under the Credit Agreement, in an aggregate amount equal to $10.0 million (the “Specified Revolver Paydown”); (ii) to the repayment of liabilities in respect of the certain pension plans of the Company and its subsidiaries, in an aggregate amount equal to $15.0 million; (iii) to the repayment of letter of credit borrowings or advances, or if no such amounts are outstanding, to the cash collateralization of existing letter of credit obligations, in an aggregate amount equal to $10.0 million; (iv) to PNC in an amount not exceeding $1.6 million in connection with the repayment and/or cash collateralization of certain existing facilities; (v) to the repayment of revolving loans under the Credit Agreement, in an aggregate amount equal to $54.0 million (which amounts may be reborrowed in whole or in part to the extent permitted under the Credit Agreement at such time and may be used for purposes permitted under the Credit Agreement, including for working capital needs); (vi) to the repayment of the Senior Notes due 2026 or any additional unsecured senior notes issued under the Company’s unsecured notes indenture, in an aggregate amount equal to $193.0 million; and (vii) the remainder to be retained by the Company to finance working capital, capital expenditures and acquisitions and for general corporate purposes (including the payment of fees and expenses).

The Second Amendment further amended the Credit Agreement by sunsetting the option to increase the amounts available to be borrowed based on inventory in the borrowing base under the Credit Agreement following the Specified Revolver Paydown, and extended the maturity date under the agreement from August 30, 2025 to October 31, 2025 in the event that the Indebtedness under any of the Company’s unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement. The maturity date of the Credit Agreement otherwise remains January 18, 2027. The October 31, 2025 maturity date was subsequently extended to November 28, 2025 in the Fourth Amendment to Credit Agreement, as described below.

On August 7, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the Third Amendment to the Credit Agreement ("Third Amendment"). The Third Amendment amended the definition of Consolidated Adjusted EBITDA to (i) exclude certain costs incurred in connection with the settlement of the Glatfelter Litigation; and (ii) add back certain contributions currently required to be made by us or our Subsidiaries to the U.S. Plan, up to an aggregate maximum of $15.0 million.

On November 8, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement and Axos, as administrative agent, entered into the Fourth Amendment. The Fourth Amendment, among other things: (i) extends the maturity date from October 31, 2025 to November 28, 2025 in the event that the Indebtedness under any of the Company's unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement (the maturity date otherwise remains January 28, 2027); (ii) increases the minimum availability amount from $2.0 million to $5.0 million following the earlier of (a) the receipt by the lenders of any cash proceeds from the SPIG/GMAB disposition or (b) November 15, 2024; (iii) amends the definition of Cash Dominion Event to mean a continuing event of default or failure of the Company to maintain availability of the lesser of (x) the minimum availability amount and (y) 15% of the loan cap (previously $7.5 million or 15% of the loan cap); (iv) amends the definition of Consolidated Adjusted EBITDA to add back certain recoveries from a representations and warranties insurance policy claim related to B&W Solar, up to $6.8 million; and (v) provides that the Letter of Credit sublimit shall be reduced on a dollar-for-dollar basis with any Specified L/C Paydown made pursuant to the Second Amendment.

At September 30, 2024, we had a total of $124.2 million outstanding on the Axos Credit Agreement, which includes $30.5 million drawn on the revolving credit portion of the facility and $93.7 million drawn on the letter of credit portion. At September 30, 2024, cash collateralizing the letters of credit totaling $93.7 million is classified as Restricted cash, of which $59.8 million is classified as current and $33.9 million as long-term.

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As of September 30, 2024, Loans payable in the Condensed Consolidated Balance Sheets totaled $135.7 million, net of debt issuance costs of $0.5 million, of which $3.0 million is classified as current and $132.7 million as long-term loans payable in the Condensed Consolidated Balance Sheets. In addition to the amounts outstanding on our revolving debt facilities, Loans payable also includes $11.5 million, net of debt issuance costs of $0.5 million, related to sale-leaseback financing transactions.

As of December 31, 2023, we had Loans payable of $41.6 million, net of debt issuance costs of $0.5 million, of which $6.2 million is classified as current and $35.4 million as long-term loans payable in the Consolidated Balance Sheets. Included in these amounts was approximately $12.3 million, net of debt issuance costs of $0.5 million, related to sale-leaseback financing transactions.

Revolving and Letter of Credit Agreements with PNC and MSD

In June 2021, we entered into a revolving credit agreement (the “Revolving Credit Agreement”) with PNC as administrative agent, and a letter of credit agreement (the “Letter of Credit Agreement”) with PNC, pursuant to which PNC agreed to issue up to $110.0 million in letters of credit that were secured in part by cash collateral provided by MSD, as well as a reimbursement, guaranty and security agreement with MSD, as administrative agent, and the cash collateral providers from time to time party thereto, along with certain of our subsidiaries as guarantors, pursuant to which we are obligated to reimburse MSD and any other cash collateral provider to the extent the cash collateral provided by MSD and any other cash collateral provider to secure the Letter of Credit Agreement was drawn to satisfy draws on letters of credit (the “Reimbursement Agreement” and collectively with the Revolving Credit Agreement and Letter of Credit Agreement, the “Debt Facilities”). Our obligations under the Debt Facilities were guaranteed by certain of our existing and future domestic and foreign subsidiaries. B. Riley, a related party, provided a guaranty of payment with regard to our obligations under the Reimbursement Agreement. The Debt Facilities were effectively replaced by the Credit Agreement in January 2024. The Revolving Credit Agreement was terminated in connection with our entry into the Credit Agreement and we transitioned letters of credit outstanding under the Letter of Credit Agreement and Reimbursement Agreement to the Credit Agreement. All outstanding letters of credit were transitioned to the Credit Agreement by September 30, 2024, and the Letter of Credit Agreement and Reimbursement Agreement were terminated. We recognized a loss on debt extinguishment of $0.7 million and $6.8 million in the three and nine months ended September 30, 2024, respectively, related to the write-off of unamortized deferred financing fees and other costs incurred to exit the Debt Facilities.

A summary of usage of letters of credit under the domestic facilities is as follows. Due to the timing of the transition of our Letter of Credit Arrangements from PNC and MSD to Axos, balances as of September 30, 2024 are with Axos and balances as of September 30, 2023 are with PNC and MSD.

			September 30,
			2024						2023
Letters of credit under domestic facilities:
Performance letters of credit			$	59,861					$	84,010
Financial letters of credit			22,550						13,091
Total outstanding			$	82,411					$	97,101
Backstopped letters of credit			$	14,042					$	31,621
Surety backstopped letters of credit			$	13,177					$	12,235
Letters of credit subject to currency revaluation			$	39,892					$	61,750

Other Letters of credit, bank guarantees and surety bonds

Certain of our subsidiaries, that are primarily outside of the United States, have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity.

We have posted surety bonds to support contractual obligations to customers relating to certain contracts. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion.

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These bonds generally indemnify customers should we fail to perform our obligations under our applicable contracts. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds the underwriters issue in support of some of our contracting activity.

The following table provides a summary of outstanding letters of credit issued outside of the domestic facilities, and outstanding surety bonds:

			September 30,
			2024						2023
Letters of credit under non-domestic facilities			$	34,527					$	52,716
Surety Bonds			$	179,884					$	146,448

Our ability to obtain and maintain sufficient capacity under our current debt facilities is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, our ability to support contract security requirements in the future will be diminished.

NOTE 15 – CAPITAL STOCK

Preferred Stock

During the nine months ended September 30, 2024, our Board of Directors approved dividends totaling $11.1 million to holders of the Preferred Stock. There were no cumulative undeclared dividends of the Preferred Stock at September 30, 2024, and all declared dividends have been paid as of September 30, 2024.

Common Stock

On April 10, 2024, we entered into a sales agreement (the “Sales Agreement”) with B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC (together, the “Agents”), in connection with 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 through the Agents (such offering, the “At-the-Market” offering). As of September 30, 2024, 2.4 million shares have been sold pursuant to the Sales Agreement, for net proceeds of $2.0 million.

On July 11, 2024, we entered into a registration rights agreement (the “Registration Rights Agreement”) with B. Riley. Pursuant to the Registration Rights Agreement, we have agreed to provide B. Riley with customary demand registration rights for all shares of our common stock they beneficially own, including any common stock issuable upon the exercise of any warrants that may be issued to them under the B. Riley Fee Agreement, as described in Note 14 to the Condensed Consolidated Financial Statements.

Subsequent to September 30, 2024 through October 25, 2024, we have sold 1.9 million shares of our common stock for net proceeds of $4.7 million.

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NOTE 16 –INTEREST EXPENSE AND RESTRICTED CASH

Interest expense in the Condensed Consolidated Financial Statements consisted of the following components:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Components associated with borrowings from:
Senior notes			$	6,407					$	6,414					$	19,098					$	19,167
Revolving Credit Agreement			$	678					$	505					3,639						$	505
			7,085						6,919						22,737						19,672
Components associated with amortization or accretion of:
Revolving Credit Agreement			1,326						1,104						3,951						3,252
Senior notes			653						638						1,947						1,887
			1,979						1,742						5,898						5,139
Components associated with interest from:
Lease liabilities			580						914						1,683						2,235
Letter of Credit interest and fees			692						2,798						4,704						7,974
Other interest expense			284						1,043						966						2,228
			1,556						4,755						7,353						12,437
Total interest expense			$	10,620					$	13,416					$	35,988					$	37,248

The following table provides a reconciliation of Cash, cash equivalents and Short-term and Long-term restricted cash reported within the Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows:

(in thousands)			September 30, 2024						December 31, 2023
Held by foreign entities			$	21,579					$	44,388
Held by U.S. entities			9,050						20,947
Cash and cash equivalents			30,629						65,335
Reinsurance reserve requirements			1,473						380
Project indemnity collateral			217						—
Bank guarantee collateral			1,844						1,823
Letters of credit collateral (1)			93,714						584
Hold-back for acquisition purchase price (2)			—						2,950
Escrow for long-term project (3)			42						297
Current and Long-term restricted cash			97,290						6,034
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows			$	127,919					$	71,369

(1) Beginning in January 2024, we have drawn, $93.7 million on the Axos Credit Agreement for letter of credit collateral, which is reflected in Current and Long-term restricted cash in the Condensed Consolidated Balance Sheets.

(2) The purchase price for FPS was $59.2 million, and included an initial hold-back of $5.9 million which was included in Current restricted cash and cash equivalents and Other accrued liabilities in the Condensed Consolidated Balance Sheets. The final payment was made in the amount of $3.0 million during the first quarter of 2024.

(3) On December 15, 2021, we entered into an agreement to place $11.4 million in an escrow account as security to ensure project performance. The remaining amount of $0.3 million will be reclassified from Long-term restricted cash to Current restricted cash on September 30, 2024, with a scheduled final settlement on September 30, 2025.

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NOTE 17 – PROVISION FOR INCOME TAXES

In the three months ended September 30, 2024, income tax expense from continuing operations was $0.2 million, resulting in an effective tax rate of (1.5)%. In the three months ended September 30, 2023, income tax expense from continuing operations was $(0.3) million, resulting in an effective tax rate of 2.6%.

In the nine months ended September 30, 2024, income tax expense from continuing operations was $6.1 million, resulting in an effective tax rate of 136.5%. In the nine months ended September 30, 2023, income tax expense from continuing operations was $2.0 million, resulting in an effective tax rate of (9.0)%.

Our effective tax rate for the three and nine months ended September 30, 2024 is not reflective of the U.S. statutory rate due to valuation allowances against certain net deferred tax assets and discrete items. We have unfavorable discrete items relating to continuing operations of $0.1 million and $1.7 million for the three and nine months ended September 30, 2024, which primarily represent withholding taxes and the tax consequences associated with the sale of BWRS. We had unfavorable discrete items relating to continuing operations of $0.8 million and $0.5 million for the three and nine months ended September 30, 2023, which primarily represented withholding taxes and return-to-accrual adjustments.

We are subject to federal income tax in the United States and numerous countries that have statutory tax rates different than the United States federal statutory rate of 21%. The most significant of these foreign operations are located in Canada, Denmark, Germany, Italy, Mexico, Sweden, and the United Kingdom, with effective tax rates ranging between approximately 19% and 30% We provide for income taxes based on the tax laws and rates in the jurisdictions where we conduct operations. These jurisdictions may have regimes of taxation that vary in both nominal rates and the basis on which these rates are applied. Our consolidated effective income tax rate can vary from period to period due to these foreign income tax rate variations, changes in the jurisdictional mix of our income, and valuation allowances.

NOTE 18 – CONTINGENCIES

Litigation Relating to Boiler Installation and Supply Contract

On December 27, 2019, a complaint was filed against Babcock & Wilcox by P.H. Glatfelter Company (“Glatfelter”) in the United States District Court for the Middle District of Pennsylvania, Case No. 1:19-cv-02215-JPW, alleging claims of breach of contract, fraud, negligent misrepresentation, promissory estoppel and unjust enrichment (the “Glatfelter Litigation”). The complaint alleges damages in excess of $58.9 million. On March 16, 2020 we filed a motion to dismiss, and on December 14, 2020 the court issued its order dismissing the fraud and negligent misrepresentation claims. On January 11, 2021, we filed an answer and a counterclaim for breach of contract, seeking damages in excess of $2.9 million. On November 30, 2022, we and Glatfelter each filed cross-motions for summary judgment. On June 21, 2023, the court granted our motion in part, dismissing Glatfelter’s promissory estoppel and unjust enrichment claims, dismissing Babcock & Wilcox Enterprises, Inc. entirely (Glatfelter's remaining claim is asserted against The Babcock & Wilcox Company), and finding that Plaintiffs’ claims for damages will be subject to the contractual cap on liability, and denied Glatfelter’s motion for summary judgment.

On August 8, 2024, we and Glatfelter entered into a settlement agreement to resolve the Glatfelter Litigation (the “Glatfelter Settlement Agreement”). Pursuant to the Glatfelter Settlement Agreement, we agreed to pay Glatfelter a total sum of $6.5 million (the “Settlement Amount”), to be paid in six consecutive monthly installments that began on September 3, 2024. The Settlement Amount is subject to a letter of credit backstopping the payments and contains customary confidentiality and non-disparagement provisions. The amount to be paid is fully accrued and reflected in Other accrued liabilities in the Condensed Consolidated Balance Sheets at September 30, 2024.

Other

Due to the nature of our business, from time to time, we are involved in routine litigation or subject to disputes or claims related to our business activities, including, among other things: performance or warranty-related matters under our customer and supplier contracts and other business arrangements; and workers' compensation, premises liability and other claims. Based on prior experience, except as disclosed above, we do not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on our condensed consolidated financial condition, results of operations or cash flows.

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NOTE 19 – ACCUMULATED OTHER COMPREHENSIVE LOSS

Gains and losses deferred in accumulated other comprehensive income (loss) ("AOCI") are generally reclassified and recognized in the Condensed Consolidated Statements of Operations once they are realized. The currency translation loss reclassification of AOCI to net loss is a result of the sale of BWRS in the current year. The changes in the components of AOCI, net of tax, for the nine months ended September 30, 2024 and 2023 were as follows:

(in thousands)			Currency translation loss						Net unrecognized loss related to benefit plans (net of tax)			Total
Balance at December 31, 2023			$	(64,778)					$	(1,583)		$	(66,361)
Other comprehensive loss before reclassifications			(3,125)						—			(3,125)
Reclassification of AOCI to net loss			—						231			231
Net other comprehensive income (loss)			(3,125)						231			(2,894)
Balance at March 31, 2024			$	(67,903)					$	(1,352)		$	(69,255)
Other comprehensive loss before reclassifications			(2,266)						—			(2,266)
Reclassification of AOCI to net loss			1,201						232			1,433
Net other comprehensive income (loss)			(1,065)						232			(833)
Balance at June 30, 2024			$	(68,968)					$	(1,120)		$	(70,088)
Other comprehensive loss before reclassifications			$	3,241					$	—		$	3,241
Reclassification of AOCI to net loss			$	—					$	231		$	231
Net other comprehensive income (loss)			3,241						231			3,472
Balance at September 30, 2024			$	(65,727)					$	(889)		$	(66,616)

(in thousands)			Currency translation loss						Net unrecognized loss related to benefit plans (net of tax)			Total
Balance at December 31, 2022			$	(70,333)					$	(2,453)		$	(72,786)
Other comprehensive income before reclassifications			4,592						—			4,592
Reclassification of AOCI to net loss			—						223			223
Net other comprehensive income			4,592						223			4,815
Balance at March 31, 2023			$	(65,741)					$	(2,230)		$	(67,971)
Other comprehensive income before reclassifications			3,527						—			3,527
Reclassification of AOCI to net loss			—						222			222
Net other comprehensive income			3,527						222			3,749
Balance at June 30, 2023			$	(62,214)					$	(2,008)		$	(64,222)
Other comprehensive loss before reclassifications			$	(8,669)					$	—		$	(8,669)
Reclassification of AOCI to net loss			—						223			223
Net other comprehensive income (loss)			(8,669)						223			(8,446)
Balance at September 30, 2023			$	(70,883)					$	(1,785)		$	(72,668)

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The amounts reclassified out of AOCI by component and the affected Condensed Consolidated Statements of Operations line items are as follows:

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,
						2024						2023						2024						2023
Release of currency translation adjustment with the sale of business			Gain on sale of business			$	—					$	—					$	1,201					$	—
Pension and post retirement adjustments, net of tax			Benefit plans, net			231						223						694						668
			Net (loss) income			$	231					$	223					$	1,895					$	668

NOTE 20 – FAIR VALUE MEASUREMENTS

The following tables summarize our financial assets and liabilities carried at fair value, all of which were valued from readily available prices or using inputs based upon quoted prices for similar instruments in active markets (known as "Level 1" and "Level 2" inputs, respectively, in the fair value hierarchy established by the FASB Topic, Fair Value Measurements and Disclosures). As of September 30, 2024 and December 31, 2023 we had no "Level 3" inputs.

Available-For-Sale Securities

Investments in available-for-sale securities are presented in Other assets in the Condensed Consolidated Balance Sheets with contractual maturities ranging from 0 to 5 years.

(in thousands)
Available-for-sale securities			September 30, 2024			Level 1			Level 2
Corporate notes and bonds			$	5,190		$	5,190		$	—
Mutual funds			—			—			—
United States Government and agency securities			1,343			1,343			—
Total fair value of available-for-sale securities			$	6,533		$	6,533		$	—

(in thousands)
Available-for-sale securities			December 31, 2023			Level 1			Level 2
Corporate notes and bonds			$	3,144		$	3,144		$	—
Mutual funds			3			—			3
United States Government and agency securities			3,906			3,906			—
Total fair value of available-for-sale securities			$	7,053		$	7,050		$	3

Senior Notes

See Note 14 to the Condensed Consolidated Financial Statements for a discussion of the Senior Notes. The fair value of the Senior Notes is based on readily available quoted market prices as of September 30, 2024.

(in thousands)			September 30, 2024
Senior Notes			Carrying Value			Estimated Fair Value
8.125% Senior Notes due 2026 ('BWSN')			$	193,035		$	180,295
6.50% Senior Notes due 2026 ('BWNB')			$	151,440		$	128,421

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Other Financial Instruments

We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments:

•Cash and cash equivalents and restricted cash. The carrying amounts that have been 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.

•Loans payable. We base the fair values of debt instruments on quoted market prices. Where quoted prices are not available, we base the fair values on Level 2 inputs such as 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 the Loans payable approximated its carrying amount at September 30, 2024.

NOTE 21 – RELATED PARTY TRANSACTIONS

We believe transactions with related parties were conducted on terms equivalent to those prevailing in an arm's length transaction.

Transactions with B. Riley

To our knowledge, B. Riley beneficially owns approximately 31.3% of the Company's outstanding common stock as of September 30, 2024. B. Riley currently has the right to nominate one member of our Board of Directors pursuant to the investor rights agreement we entered into with B. Riley in April 2019. The investor rights agreement also provides pre-emptive rights to B. Riley with respect to certain future issuances of our equity securities.

As described in Note 15 to the Condensed Consolidated Financial Statements, in April 2024, we entered into a sales agreement with B. Riley Securities, Inc., among others, in connection with the offer and sale from time to time of shares of our common stock. B. Riley is entitled to compensation equal to 3.0% of the gross proceeds from each sale of the shares sold through it as the designated Agent.

As described in Note 14 to the Condensed Consolidated Financial Statements, in connection with our entry into the Axos Credit Agreement in January 2024, we entered into a guaranty agreement and a fee and reimbursement agreement with B. Riley. The B. Riley Guaranty provides for the guarantee of all of our obligations under the Credit Agreement. The B. Riley Guaranty is enforceable in certain circumstances, including, among others, certain events of default and the acceleration of our obligations under the Credit Agreement. The B. Riley Fee Agreement provides, among other things, for us to pay an annual fee to B. Riley equal to 2.0% of Aggregate Revolving Commitments under the Credit Agreement (or approximately $3.0 million) as consideration for B. Riley’s agreements and commitments under the B. Riley Guaranty. The B. Riley Fee Agreement also requires us to reimburse B. Riley to the extent the B. Riley Guaranty is called upon by the agent or lenders under the Credit Agreement and requires us to execute a junior secured promissory note with respect to the same within 60 days after the execution of the B. Riley Fee Agreement (or such other date as B. Riley may agree to).

We entered into an agreement with BRPI Executive Consulting, LLC, an affiliate of B. Riley, in November 2018 and amended the agreement in November 2020 and December 2023 to retain the services of Mr. Kenneth Young, to serve as our Chief Executive Officer until December 31, 2028, unless terminated by either party with thirty days written notice. Under this agreement, payments are $0.75 million per annum, paid monthly. Subject to the achievement of certain performance objectives as determined by the Compensation Committee of the Board of Directors, a bonus or bonuses may also be earned and payable to BRPI Executive Consulting, LLC. In September 2024, we came to an agreement with BRPI Executive Consulting, LLC to terminate the agreement to retain the services of Mr. Kenneth Young effective immediately. Concurrently, we entered into a direct arrangement with Mr. Kenneth Young. We have paid $0.4 million and $0.6 million for the nine months ended September 30, 2024 and 2023, respectively, to BRPI Executive Consulting, LLC.

See Note 15 to the Condensed Consolidated Financial Statements for information regarding a Registration Rights Agreement entered into with B. Riley in July 2024.

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NOTE 22 – NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS

New accounting standards to be adopted

We consider the applicability and impact of all issued ASUs. Certain recently issued ASUs were assessed and determined to be not applicable. New accounting standards not yet adopted that could affect the Condensed Consolidated Financial Statements in the future are summarized as follows:

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. The new guidance is intended to align U.S. GAAP and SEC requirements while facilitating the application of U.S. GAAP for all entities. The effective date of ASU 2023-06 depends on (1) whether an entity is already subject to the SEC's current disclosure requirements and (2) whether and, if so, when the SEC removed related requirements from its regulations. For entities that are already subject to the SEC's current disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If the SEC has not removed the related requirements from its regulations by June 30, 2027, the amendments made by ASU 2023-06 will be removed from the Codification and will not become effective for any entity. We are currently evaluating the impact of this standard on the Condensed Consolidated Financial Statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items in interim and annual periods and expands the ASC 280 disclosure requirements for interim periods. The ASU also explicitly requires public entities with a single reportable segment to provide all segment disclosures under ASC 280, including the new disclosures under the ASU. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this standard on the Condensed Consolidated Financial Statements. We expect minimal impact to the Condensed Consolidated Financial Statements, other than the required enhanced disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of specific categories in the effective tax rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The standard is intended to benefit investors by providing more detailed income tax disclosures to assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Adoption of the standard will only impact the income tax disclosures and is not expected to be material to the Condensed Consolidated Financial Statements.

NOTE 23 – SUBSEQUENT EVENTS

Divestiture

On October 8, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary and Babcock & Wilcox A/S subsidiary, entered into an agreement to sell the entire issued and outstanding share capital of our subsidiaries SPIG S.p.A ("SPIG") and Babcock & Wilcox Volund AB f/k/a Gotaverken Miljo AB ("GMAB"), to Auctus Neptune Holding S.p.A, which closed on October 30, 2024. We received net cash proceeds of $33.7 million and recorded an impairment of $5.8 million as of September 30, 2024. The proceeds will be used to support working capital needs and reduce outstanding debt.

Sales of Common Stock

We sold 1.9 million shares our of common stock pursuant to the Sales Agreement described in Note 15 to the Condensed Consolidated Financial Statements, between September 30, 2024 and October 25, 2024 for net proceeds of $4.7 million.

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Fourth Amendment to Credit Agreement

On November 8, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement and Axos, as administrative agent, entered into the Fourth Amendment. The Fourth Amendment, among other things: (i) extends the maturity date from October 31, 2025 to November 28, 2025 in the event that the Indebtedness under any of the Company's unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement (the maturity date otherwise remains January 28, 2027); (ii) increases the minimum availability amount from $2.0 million to $5.0 million following the earlier of (a) the receipt by the lenders of any cash proceeds from the SPIG/GMAB disposition or (b) November 15, 2024; (iii) amends the definition of Cash Dominion Event to mean a continuing event of default or failure of the Company to maintain availability of the lesser of (x) the minimum availability amount and (y) 15% of the loan cap (previously $7.5 million or 15% of the loan cap); (iv) amends the definition of Consolidated Adjusted EBITDA to add back certain recoveries from a representations and warranties insurance policy claim related to B&W Solar, up to $6.8 million; and (v) provides that the Letter of Credit sublimit shall be reduced on a dollar-for-dollar basis with any Specified L/C Paydown made pursuant to the Second Amendment.

Employment Contracts and Updates

As previously disclosed by the Company, the services of the Company’s Chief Executive Officer, Kenneth M. Young (who also serves as the Chairman of the Company’s Board of Directors (the “Board”)), have been provided to the Company pursuant to an Independent Contractor Agreement (the “Consulting Agreement”), dated September 20, 2024, by and between the Company and OpenSky, LLC (“OpenSky”), an entity wholly-owned by Mr. Young. On November 8, 2024, the Company entered into an Executive Employment Agreement with Mr. Young (the “Employment Agreement”). The Employment Agreement is to take effect on December 1, 2024 (the “Effective Date”) and terminates the Consulting Agreement between the Company and OpenSky as of that same date. See Part II, Item 5 for more details.

In addition, on November 7, 2024, the Compensation Committee of the Company’s Board of Directors approved a retention bonus payment of $425,000 for Christopher S. Riker, the Company’s Sr. Vice President, Thermal Energy. See Part II, Item 5 for more details.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto included in Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements as a result of many factors, including those described in more detail under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023. See also "Cautionary Statement Concerning Forward-Looking Information" herein. All amounts referred to in this discussion and analysis are on a continuing operations basis, unless otherwise noted.

BUSINESS OVERVIEW

We are a globally-focused renewable, environmental and thermal technologies provider with over 155 years of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers. Our innovative products and services are organized into three market-facing segments. Our reportable segments are as follows:

•Babcock & Wilcox Renewable: Our innovative hydrogen generation technology (BrightLoopTM) supports global climate goals including the decarbonization of industrial and utility steam and power producers. BrightLoopTM offers significant advantages over other hydrogen generation technologies as it generates competitively priced hydrogen from a wide range of fuels (including solid fuels such as biomass and coal) with a high rate of carbon captured resulting in low (or even negative) carbon intensity hydrogen. We also offer best-in-class technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, oxygen-fired biomass-to-energy (OxyBrightTM), and black liquor systems for the pulp and paper industry. Our leading waste-to-energy technologies support a circular economy, diverting waste from landfills to use for power generation or district heating, while recovering metals and reducing emissions. To date, we have installed approximately 500 waste-to-

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energy and biomass-to-energy units at more than 300 facilities in approximately 30 countries which serve a wide variety of utility, waste management, municipality and investment firm customers.

•Babcock & Wilcox Environmental: Our full suite of best-in-class emissions control and environmental technology solutions for utility, waste-to-energy, biomass-to-energy, carbon black, and industrial steam generation applications supports environmental stewardship around the world. Our broad experience includes systems for ash handling, particulate control, nitrogen oxide and sulfur dioxide removal, dioxin and furan control, carbon dioxide capture, mercury control as well as other acid gas and pollutant control. Our ClimateBrightTM family of products including SolveBrightTM, OxyBrightTM, BrightLoopTM and BrightGenTM, places us at the forefront of hydrogen production and decarbonization technologies and development with many of the aforementioned products already commercially available and others ready for commercial deployment. We believe these technologies position us to compete in the bioenergy with carbon capture and sequestration market. Our portfolio of clean power production solutions continues to evolve to reach customers at all stages of their energy transition.

•Babcock & Wilcox Thermal: Our vast installed base of steam generation equipment and related auxiliaries spans the globe and includes customers in a variety of end markets including power generation, oil and gas, petrochemical, food and beverage, metals and mining, and others. We provide aftermarket parts, construction, maintenance, engineered upgrades and field services for our installed base as well as the installed base of other OEMs; the substantial and stable cash flows generated from these businesses helps to fund our investments in new clean energy initiatives. In addition to our aftermarket offerings, we also provide complete steam generation systems including package boilers, watertube and firetube waste heat boilers, and other boilers to medium and heavy industrial customers. Our unique range of offerings, coupled with the strength of our brand, provides a competitive advantage in existing and emerging markets.

Third Quarter 2024 Update

Management continues to adapt to macroeconomic conditions, including the impacts from inflation, changing interest rates and foreign exchange rate volatility, geopolitical conflicts (including the ongoing conflicts in Ukraine and the Middle East) and global shipping and supply chain disruptions that continued to have an impact during the first nine months of 2024. In certain instances, these situations have resulted in cost increases and delays or disruptions that have had, and could continue to have, an adverse impact on our ability to meet customers’ demands. We continue to actively monitor the impact of these market conditions on current and future periods and actively manage costs and our liquidity position to provide additional flexibility while still supporting our customers and their specific needs. The duration and scope of these conditions cannot be predicted, and therefore, any anticipated negative financial impact on our operating results cannot be reasonably estimated.

Discontinued Operations

During the third quarter of 2023, we committed to a plan to sell our B&W Solar business resulting in a significant change that would impact our operations. As of September 30, 2023, we met all of the criteria for the assets and liabilities of this business, formerly part of our B&W Renewable segment, to be accounted for as held for sale. In addition, we also determined that the operations of the B&W Solar business qualified as a discontinued operation, primarily based upon its significance to our current and historic operating losses.

We have classified B&W Solar as held for sale for longer than one year as of September 30, 2024. However, we have met the requirements for an exception to the one-year period as certain circumstances beyond our control have extended the period required to complete the sale within one year. Additionally, we have continued to market the business at a fair price, as determined by our valuation as of September 30, 2023. Therefore, we continued to meet the criteria to account for the B&W Solar business as held for sale and discontinued operations as of September 30, 2024.

RESULTS OF OPERATIONS

Components of Our Results of Continuing Operations

Revenue

Our revenue is the total amount of income generated by our business and consists primarily of income from our renewable, environmental and thermal technology solutions that we provide to a broad range of industrial electric utility and other

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customers. Revenue from our operations is assessed based on our three market-facing segments, B&W Renewable, B&W Environmental and B&W Thermal.

Operating income (loss)

Operating income (loss) consists primarily of our revenue minus costs and expenses, including Cost of operations, SG&A, and advisory fees and settlement costs.

Net income (loss)

Net income (loss) consists primarily of operating income minus other income and expenses, including interest income, foreign exchange and expense related to our benefit plans.

Condensed Consolidated Results of Operations

The following discussion of our consolidated and business segment results of operations includes a discussion of Adjusted EBITDA, which, when used on a consolidated basis, is a non-GAAP financial measure. Adjusted EBITDA differs from net loss, the most directly comparable measure calculated in accordance with GAAP. Management believes that this financial measure is useful to investors because it excludes certain expenses, allowing investors to more easily compare our operating performance period to period. A reconciliation of net loss to Adjusted EBITDA is included in “Non-GAAP Financial Measures” below.

			Three Months Ended September 30,																		Nine Months Ended September 30,
(in thousands)			2024						2023						$ Change						2024						2023						$ Change
Revenues:
B&W Renewable segment			$	38,165					$	87,079					$	(48,914)					$	151,399					$	256,421					$	(105,022)
B&W Environmental segment			56,579						46,421						10,158						161,162						134,551						$	26,611
B&W Thermal segment			119,909						106,981						12,928						350,285						384,227						$	(33,942)
Eliminations			(4,794)						(1,067)						(3,727)						(11,789)						(3,012)						$	(8,777)
Total Revenues			$	209,859					$	239,414					$	(29,555)					$	651,057					$	772,187					$	(121,130)

Three Months Ended September 30, 2024 and 2023

Revenues decreased by $29.6 million to $209.9 million in the three months ended September 30, 2024 compared to $239.4 million in the three months ended September 30, 2023. The decrease is primarily driven by a $34.2 million decrease in revenue related to the sale of BWRS and fewer waste-to-energy projects performed in the current year, partially offset by growth of our domestic and European Environmental business discussed below, and the Thermal segment benefited from a large natural gas project and increased volume in parts during the year.

Operating income decreased by $7.0 million to a loss of $1.5 million in the three months ended September 30, 2024, compared to $5.5 million in the three months ended September 30, 2023. The decrease is primarily attributable to the sale of BWRS which resulted in a reduction of income from the previous quarter of $7.4 million.

Loss from continuing operations decreased by $1.2 million to $11.1 million in the three months ended September 30, 2024 as compared to loss of $12.3 million in the three months ended September 30, 2023, driven by the sale of BWRS.

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Nine Months Ended September 30, 2024 and 2023

Revenues decreased by $121.1 million to $651.1 million in the nine months ended September 30, 2024 compared to $772.2 million in the nine months ended September 30, 2023. The decrease is driven by a $48.1 million decrease in revenue as a large project in our U.S. construction business was completed in 2023 and not fully replaced in 2024 in the B&W Thermal segment, a $46.5 million decrease in the B&W Renewable segment revenue because, consistent with our strategy, we performed fewer waste-to-energy projects in the current year and a $35.3 million decrease due to the sale of BWRS.

Operating income increased by $25.8 million in the comparable nine months ended September 30, 2024 and September 30, 2023 to income of $45.1 million, primarily due to the gain of $40.2 million on the sale of BWRS, offset by a decrease of $9.5 million due to a large project in our U.S. construction business that was completed in 2023 and not fully replaced in 2024 in the B&W Thermal segment and a decrease of $6.5 million related to the settlement of a legal matter.

Income from continuing operations increased by $22.7 million to $1.6 million as compared to a loss of $24.4 million in the nine months ended September 30, 2023, driven by increased Operating income and offset by a loss on debt extinguishment of $6.8 million attributable to terminating the Revolving and Letter of Credit Agreements with PNC and MSD and a $1.3 million decrease in interest expense.

Bookings and Backlog

Bookings and backlog are our measures of remaining performance obligations under sales contracts. In addition, we monitor Implied Bookings and Backlog, which are bookings (backlog) plus amounts related to projects that have been awarded to us but are not fully under contract and/or projects under contract that are not yet fully released for performance. We believe these metrics provide investors, lenders and other users of our financial statements with a leading indicator of future revenues. It is possible that our methodology for determining bookings and backlog may not be comparable to methods used by other companies.

We generally include expected revenue from contracts in our backlog when we receive written confirmation from our customers authorizing the performance of work and committing the customers to payment for work performed. Backlog may not be indicative of future operating results, and contracts in our backlog may be canceled, modified or otherwise altered by customers. Backlog can vary significantly from period to period, particularly when large new build projects or operations and maintenance contracts are booked because they may be fulfilled over multiple years. Because we operate globally, our backlog is also affected by changes in exchange rates of foreign currencies each period.

Bookings represent changes to the backlog. Bookings include additions related to new business or increases in project scope, subtractions due to customer cancellations or reductions in scope, changes in estimates that affect selling price and revaluation of backlog denominated in foreign currency. We believe comparing bookings on a quarterly basis or for periods less than one year is less meaningful than for longer periods, and that shorter-term changes in bookings may not necessarily indicate a material trend.

The following tables include total bookings for the current and prior year quarter-to-date and year-to-date. Bookings, implied bookings, backlog and implied backlog exclude BWRS from all periods presented.

			Three Months Ended September 30,												Nine Months Ended September 30,
(in approximate millions)			2024						2023						2024						2023
B&W Renewable			$	40.8					$	32.7					$	107.7					$	180.0
B&W Environmental			16.9						53.9						118.1						154.1
B&W Thermal			103.1						105.3						321.3						299.0
Other/eliminations			—						6.0						(3.2)						(4.8)
Total Bookings			$	160.8					$	197.9					$	543.9					$	628.3

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Implied bookings (1) as of September 30, 2024 and 2023 were as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in approximate millions)			2024						2023						2024						2023
B&W Renewable			$	40.8					$	32.7					$	107.7					$	180.0
B&W Environmental			33.4						53.9						153.6						162.1
B&W Thermal			67.8						105.3						552.4						299.0
Other/eliminations			—						6.0						(3.2)						(4.8)
Total implied bookings			$	142.0					$	197.9					$	810.5					$	636.3

(1) Implied bookings are bookings plus projects that are awarded but not contracted or are under contract but not fully released for performance. B&W Environmental included $16.5 million in implied bookings for the three months ended September 30, 2024 and there was no implied bookings for the three months ended September 30, 2023; included $35.5 million and $8.0 million in implied bookings for the nine months ended September 30, 2024 and 2023, respectively. B&W Thermal included $(35.3) million in implied bookings for the three months ended September 30, 2024 and there was no implied bookings for the three months ended September 30, 2023; included $231.1 million in implied bookings for the nine months ended September 30, 2024 and there was no implied backlog for the nine months ended September 30, 2023.

The following tables include total backlog at the end of the quarter, compared to the same period in the prior year.

			As of September 30,
(in approximate millions)			2024						2023
B&W Renewable (1)			$	96.1					$	133.1
B&W Environmental			65.5						172.8
B&W Thermal			184.9						196.2
Other/eliminations			15.1						4.7
Total Backlog			$	361.6					$	506.8

(1)    B&W Renewable backlog has been adjusted downward $0.9 million and $119.9 million at September 30, 2024 and 2023, respectively, to remove O&M contracts that are recognized as disposed (see Note 6 to the Condensed Consolidated Financial Statements).

Implied backlog (1) as of September 30, 2024 and 2023 was as follows:

			As of September 30,
(in approximate millions)			2024						2023
B&W Renewable (2)			$	96.1					$	133.1
B&W Environmental			101.0						180.8
B&W Thermal			416.0						196.2
Other/eliminations			15.1						4.7
Total Implied Backlog			$	628.2					$	514.8

(1) Implied backlog is backlog plus projects that are awarded but not contracted or are under contract but not fully released for performance. B&W Environmental included $35.5 million and $8.0 million in implied backlog for the nine months ended September 30, 2024 and 2023, respectively. B&W Thermal included $231.1 million in implied backlog for the nine months ended September 30, 2024 and there was no implied backlog for the nine months ended September 30, 2023.

(2)    B&W Renewable backlog has been adjusted downward $0.9 million and $119.9 million at September 30, 2024 and 2023, respectively, to remove O&M contracts that are recognized as disposed.

Of the backlog at September 30, 2024, we expect to recognize revenues as follows:

(in approximate millions)			2024			2025			Thereafter			Total
B&W Renewable			$	53.8		$	35.9		$	6.4		$	96.1
B&W Environmental			39.6			22.6			3.3			65.5
B&W Thermal			87.6			89.0			8.3			184.9
Other/eliminations			15.1			—			—			15.1
Expected revenue from backlog			$	196.1		$	147.5		$	18.0		$	361.6

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Changes in Contract Estimates

During the three and nine-month periods ended September 30, 2024 and 2023, we recognized changes in estimated gross profit related to long-term contracts accounted for on the over time basis, which are summarized as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Increases in gross profits for changes in estimates for over time contracts			$	3,831					$	1,494					$	12,790					$	8,842
Decreases in gross profits for changes in estimates for over time contracts			(1,869)						(1,068)						(10,490)						(8,231)
Net changes in gross profit for changes in estimates for over time contracts			$	1,962					$	426					$	2,300					$	611

Non-GAAP Financial Measures

We use non-GAAP financial measures internally to evaluate our performance and in making financial and operational decisions. When viewed in conjunction with GAAP results and the accompanying reconciliation, we believe that the presentation of these measures provides investors with greater transparency and a greater understanding of factors affecting our financial position and results of operations than GAAP measures alone. The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for the related financial results prepared in accordance with GAAP.

The following discussion of our business segment results of operations includes a discussion of Adjusted EBITDA on a consolidated basis, which is a non-GAAP metric and differs from the most directly comparable GAAP measure. Adjusted EBITDA on a consolidated basis is defined as the sum of the Adjusted EBITDA for each of the segments, further adjusted for corporate allocations and research and development costs. At a segment level, the Adjusted EBITDA presented in this report is consistent with the way the our chief operating decision maker reviews the results of operations and makes strategic decisions about the business and is calculated as earnings before interest, tax, depreciation and amortization adjusted for items such as gains or losses arising from the sale of non-income producing assets, net pension benefits, restructuring activities, impairments, gains and losses on debt extinguishment, legal and settlement costs, costs related to financial consulting, research and development costs, costs and operating income from contracts in disposal, and other costs that may not be directly controllable by segment management and are not allocated to the segment. We present consolidated Adjusted EBITDA because we believe it is useful to investors to help facilitate comparisons of the ongoing, operating performance before corporate overhead and other expenses not attributable to the operating performance of our revenue generating segments.

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			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Net (loss) income			$	(5,331)					$	(116,760)					$	3,242					$	(134,247)
Income (loss) from discontinued operations, net of tax			5,736						(104,485)						4,886						(109,880)
Loss from continuing operations			(11,067)						(12,275)						(1,644)						(24,367)
Interest expense, net			10,327						13,353						35,103						37,096
Income tax expense			161						(331)						6,146						2,020
Depreciation & amortization			4,170						4,610						13,174						14,995
EBITDA			3,591						5,357						52,779						29,744
Gain on sale of business			—						—						(40,174)						—
Impairment of long-lived assets			5,838						—						5,838						—
Benefit plans, net			(94)						56						(282)						304
(Gain) loss on asset sales, net			376						(8)						422						(26)
Stock compensation			938						397						3,598						5,895
Restructuring activities and business services transition costs			496						1,285						2,843						3,267
Settlement and related legal costs			(61)						—						3,206						(2,463)
Loss on debt extinguishment			665						—						6,789						—
Acquisition pursuit and related costs			170						346						275						585
Product development (1)			2,063						895						5,122						3,313
Foreign exchange			(2,263)						4,935						(1,429)						4,242
Financial advisory services			1,052						—						1,295						—
Contract disposal (2)			6,058						4,293						10,116						8,373
Letter of credit fees			1,298						1,961						5,937						5,639
Other-net			2,156						449						1,744						768
Adjusted EBITDA			$	22,283					$	19,966					$	58,079					$	59,641

(1) Costs associated with development of commercially viable products that are ready to go to market.

(2) Impacts of the exit of our O&M contracts has been adjusted in the prior period to ensure uniform presentation with the current period.

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Adjusted EBITDA
B&W Renewable segment			$	4,993					$	10,147					$	14,342					$	19,190
B&W Environmental segment			4,723						5,024						14,798						10,324
B&W Thermal segment			18,382						11,322						45,060						49,422
Corporate			(5,661)						(5,630)						(15,640)						(16,198)
Research and development			(150)						(897)						(477)						(3,097)
Total Adjusted EBITDA			$	22,287					$	19,966					$	58,083					$	59,641

Items Excluded from Adjusted EBITDA

Corporate

Corporate costs include SG&A expenses that are not allocated to the reportable segments. These costs include, among others, certain executive, compliance, strategic, reporting and legal expenses associated with governance of the organization and being an SEC registrant. Corporate expenses not allocated to the reportable segments totaled $5.7 million and $5.6 million in the three months ended September 30, 2024 and 2023, respectively. Corporate expenses not allocated to the reportable

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segments totaled $15.6 million and $16.2 million in the nine months ended September 30, 2024 and 2023, respectively. The decrease in the nine months ended September 30, 2024 is due to cost savings initiatives implemented late in 2023.

Research and development

Our research and development activities are focused on improving our products through innovations to reduce their cost and improve competitiveness and/or reduce performance risk of our products to better meet our and our customers’ expectations. Research and development expenses totaled $0.2 million and $0.9 million in the three months ended September 30, 2024 and 2023, respectively. Research and development expenses totaled $0.5 million and $3.1 million in the nine months ended September 30, 2024 and 2023, respectively. In 2024, the focus of our development activities shifted to our BrightLoopTM and ClimateBrightTM portfolio, which is captured in the Product development category.

Gain on sale of business

Gain on sale of business of $40.2 million in the nine months ended September 30, 2024 is a result of the sale of BWRS. This is excluded from Adjusted EBITDA as it does not reflect the performance of the continuing businesses. We did not have any gains or losses for the nine months ended September 30, 2023.

Impairment of long-lived assets

We had an impairment on certain intangible assets of $5.8 million in the three and nine months ended September 30, 2024, respectively, relating to the sale of SPIG and GMAB. In the three and nine months ended September 30, 2023 there was no impairment on long-lived assets.

Benefit plans, net

We recognize benefits from our defined benefit and other postretirement benefit plans based on actuarial calculations primarily because expected return on assets is greater than service cost. Service cost is low because our plan benefits are frozen except for a small number of hourly participants. Pension benefits for defined benefit and other postretirement benefits plans before MTM were a benefit of $0.1 million for the three months ended September 30, 2024 and expense of $0.1 million for the three months ended September 30, 2023, respectively. Pension benefits for defined benefit and other postretirement benefits plans before MTM were a benefit of $0.3 million for the nine months ended September 30, 2024 and expense of $0.3 million for the nine months ended September 30, 2023.

Refer to Note 13 to the Condensed Consolidated Financial Statements for further information regarding our pension and other postretirement plans.

(Gain) loss on asset sales, net

We, at times, will sell or dispose of certain assets that are unrelated to our operations. Therefore, we believe it is useful to exclude these gains and losses from our non-GAAP financial measures in order to highlight the performance of the business. We had a loss of $0.4 million in the three and nine months ended September 30, 2024, respectively, relating to the sale of a non-core facility and an immaterial gain on asset sales in the three and nine months ended September 30, 2023.

Stock compensation

The grant date fair value of stock compensation varies based on the derived stock price at the time of grant, valuation methodologies, subjective assumptions, and reward types. This may make the impact of this form of compensation on our current financial results difficult to compare to previous and future periods. Therefore, we believe it is useful to exclude stock-based compensation from our non-GAAP financial measures in order to highlight the performance of the business and to be consistent with the way many investors evaluate our performance and compare our operating results to peer companies.

Expenses related to restricted stock units are recorded at the Corporate level and are recognized on a straight-line basis over a 3-year vesting period, except for market-based restricted stock units which are recognized over a derived service period.

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Stock compensation was $0.9 million and $0.4 million for the three months ended September 30, 2024 and 2023, respectively. Stock compensation was $3.6 million and $5.9 million for the nine months ended September 30, 2024 and 2023, respectively.

Restructuring activities and business service transition costs

Restructuring activities and business services transition actions across our business units and corporate functions resulted in an expense of $0.5 million and $1.3 million in the three months ended September 30, 2024 and 2023, respectively. Restructuring activities and business services transition actions across our business units and corporate functions resulted in an expense of $2.8 million and $3.3 million in the nine months ended September 30, 2024 and 2023, respectively. The restructuring charges primarily consist of severance and related costs associated with non-recurring actions taken to transform our operations with impacts on employees and facilities used in our businesses. Business services transition costs relate to new technology implementation, expected to provide future benefit and are included in Selling, general and administrative expenses in the Condensed Consolidated Statement of Operations. The expense in 2024 is entirely related to restructuring activities.

Settlements and related legal costs

Settlements and related legal costs were $0.1 million in the three months ended September 30, 2024; there were no Settlements and related legal costs in the three months ended September 30, 2023. Settlements and related legal costs were an expense of $3.2 million and a net benefit of $2.5 million in the nine months ended September 30, 2024 and 2023, respectively. The current year expense is driven by the $6.5 million settlement of a legal matter and expenses related to other litigation matters, offset by the favorable final settlement of amounts owed to the former owner of B&W Solar. The benefit in the prior year was driven by a favorable $2.5 million litigation settlement.

Loss on debt extinguishment

Losses on debt extinguishment were $0.7 million in the three months ended September 30, 2024 and $6.8 million in the nine months ended September 30, 2024. The losses were due to the write-off of deferred financing fees and certain other exit costs associated with our extinguishment of the Debt Facilities. We had no losses on debt extinguishments in the three or nine months ended September 30, 2023.

Product development

Our product development activities include sales, marketing, and other business development expenses for products and services still under development and not yet widely available. Product development expenses totaled $2.1 million and $0.9 million in the three months ended September 30, 2024 and 2023, respectively. Expenses were $5.1 million in the nine months ended September 30, 2024 as compared to $3.3 million in the comparable period of 2023. The increase resulted primarily from timing of specific research projects and increased development activities related to our BrightLoopTM commercialization efforts and to further develop our ClimateBrightTM portfolio. Management excludes these expenses from Adjusted EBITDA as they do not correlate to revenue or other operations occurring in the current period.

Foreign exchange

We translate assets and liabilities of our foreign operations into United States dollars at current exchange rates, and we translate items in our statement of operations at average exchange rates for the periods presented. We record adjustments resulting from the translation of foreign currency financial statements as a component of accumulated other comprehensive income (loss). We report foreign currency transaction gains and losses in the Condensed Consolidated Statements of Operations. Management excludes these expenses from Adjusted EBITDA as they do not reflect the ordinary course of business and are inherently unpredictable in timing and amount.

Foreign exchange was a gain of $2.3 million and a loss of $4.9 million for the three months ended September 30, 2024 and September 30, 2023, respectively. Foreign exchange was a gain of $1.4 million and a loss of $4.2 million for the nine months ended September 30, 2024 and 2023, respectively.

Financial advisory services

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We had financial advisory services of $1.1 million and $1.3 million for the three and nine months ended September 30, 2024, principally related to the sale of our SPIG and GMAB businesses. There were no expenses for financial advisory services in 2023.

Contract disposal

During the third quarter of 2024, we entered into an agreement to terminate our final existing O&M service contract. The termination date was October 31, 2024, and resulted in the payment of a break fee by B&W and various other payments between the parties in settlement of certain claims under the O&M. For the three months ended September 30, 2024 and 2023, we had a net loss on contract disposals totaling $6.1 million and $4.3 million, respectively. We had a net loss of $10.1 million in the nine months ended September 30, 2024, and $8.4 million in nine months ended September 30, 2023. We believe it is useful to exclude the impact of this contract on our operating results as well as our backlog in order to highlight the performance of the ongoing business.

Letter of credit fees

Letter of credit fees are routinely incurred in the course of executing customer contracts. A portion of the fees are included in the contract prices with our customers. Certain letter of credit amounts represent performance guarantees akin to insurance that are not passed along to our customers and are excluded from Adjusted EBITDA as they do not reflect the performance of the business. Letter of credit fees not passed along to customers and included in Cost of operations were $1.3 million and $2.0 million for the three months ended September 30, 2024 and 2023, respectively. Letter of credit fees were $5.9 million and $5.6 million for the nine months ended September 30, 2024 and 2023, respectively.

Segment Results

B&W Renewable Segment Results

			Three Months Ended September 30,																		Nine Months Ended September 30,
(in thousands)			2024						2023						$ Change						2024						2023						$ Change
Revenues			$	38,165					$	87,079					$	(48,914)					$	151,399					$	256,421					$	(105,022)
Adjusted EBITDA			$	4,993					$	10,147					$	(5,154)					$	14,342					$	19,190					$	(4,848)

Three Months Ended September 30, 2024 and 2023

Revenues in the B&W Renewable segment decreased 56%, or $48.9 million, to $38.2 million in the three months ended September 30, 2024 from $87.1 million in the three months ended September 30, 2023. This is primarily attributable to the sale of BWRS, which accounted for $34.2 million of the decrease and consistent with our stated strategy, fewer waste-to-energy projects were performed in the current year, which accounted for $4.8 million of the revenue decrease between years.

Adjusted EBITDA in the B&W Renewable segment decreased $5.2 million, to $5.0 million in the three months ended September 30, 2024 from $10.1 million in the three months ended September 30, 2023 driven by $7.4 million related to the sale of BWRS partially offset by favorable project closeouts in the current quarter.

Nine Months Ended September 30, 2024 and 2023

Revenues in the B&W Renewable segment decreased 41%, or $105.0 million, from $256.4 million to $151.4 million in the nine months ended September 30, 2024 compared to the same period in 2023. This is primarily attributable to performing fewer waste-to-energy projects, which accounted for $46.5 million of the revenue decrease as well as the sale of BWRS which accounted for $30.5 million.

Adjusted EBITDA in the B&W Renewable segment decreased $4.8 million, to $14.3 million in the nine months ended September 30, 2024 compared to $19.2 million in the nine months ended September 30, 2023. This is primarily attributable to the sale of BWRS.

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B&W Environmental Segment Results

			Three Months Ended September 30,																		Nine Months Ended September 30,
(in thousands)			2024						2023						$ Change						2024						2023						$ Change
Revenues			$	56,579					$	46,421					$	10,158					$	161,162					$	134,551					$	26,611
Adjusted EBITDA			$	4,723					$	5,024					$	(301)					$	14,798					$	10,324					$	4,474

Three Months Ended September 30, 2024 and 2023

Revenues in the B&W Environmental segment increased 22%, or $10.2 million, to $56.6 million in the three months ended September 30, 2024 from $46.4 million in the three months ended September 30, 2023. Approximately $7.7 million of the increase is attributable to growth in our domestic environmental and electrostatic precipitator business and $1.0 million of the increase is due to growth in our European environmental business.

Adjusted EBITDA in the B&W Environmental segment was $4.7 million in the three months ended September 30, 2024 compared to $5.0 million in the three months ended September 30, 2023. This is substantially in line with the previous year.

Nine Months Ended September 30, 2024 and 2023

Revenues in the B&W Environmental segment increased 20%, or $26.6 million, to $161.2 million in the nine months ended September 30, 2024 from $134.6 million in the nine months ended September 30, 2023. Approximately $20.5 million of the increase is attributable to growth in our domestic environmental, ASH projects and electrostatic precipitator business and $2.2 million of the increase is due to growth in our European environmental business.

Adjusted EBITDA in the B&W Environmental segment was $14.8 million in the nine months ended September 30, 2024 compared to $10.3 million in the nine months ended September 30, 2023. The increase is primarily driven by the increased revenue described above as well as reductions in selling, general and administrative expenses.

B&W Thermal Segment Results

			Three Months Ended September 30,																		Nine Months Ended September 30,
(In thousands)			2024						2023						$ Change						2024						2023						$ Change
Revenues			$	119,909					$	106,981					$	12,928					$	350,285					$	384,227					$	(33,942)
Adjusted EBITDA			$	18,382					$	11,322					$	7,060					$	45,060					$	49,422					$	(4,362)

Three Months Ended September 30, 2024 and 2023

Revenues in the B&W Thermal segment increased 12%, or $12.9 million to $119.9 million in the three months ended September 30, 2024 from $107.0 million in the three months ended September 30, 2023. The increase is primarily the result of a large natural gas project which accounted for $4.2 million and an increase volume in parts which accounted for $4.8 million.

Adjusted EBITDA in the B&W Thermal segment increased $7.1 million to $18.4 million in the three months ended September 30, 2024 from $11.3 million in the three months ended September 30, 2023. The revenue drivers above resulted in an increase in Adjusted EBITDA of $4.2 million and favorable project closeouts in our construction business resulted in an increase of $2.1 million.

Nine Months Ended September 30, 2024 and 2023

Revenues in the B&W Thermal segment decreased 9%, or $33.9 million, from $384.2 million to $350.3 million in the nine months ended September 30, 2024 compared to the prior year, primarily driven by a $48.1 million decrease in the U.S. construction business as a result of a large construction project finishing in 2023 that was not fully replaced in 2024 offset partially by a large natural gas project of $9.6 million starting execution in 2024.

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Adjusted EBITDA in the B&W Thermal segment decreased $4.4 million from $49.4 million to $45.1 million in the nine months ended September 30, 2024 compared to the prior year. The lower revenue in the U.S. construction business accounted for $9.6 million of the decrease partially offset by the large natural gas project of $3.0 million.

Other Factors Affecting Operating Results

Interest Expense

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Components associated with borrowings from:
Senior Notes			$	6,407					$	6,414					$	19,098					$	19,167
Revolving Credit Facility			678						505						3,639						505
			7,085						6,919						22,737						19,672
Components associated with amortization or accretion of:
Revolving Credit Agreement			1,326						1,104						3,951						3,252
Senior Notes			653						638						1,947						1,887
			1,979						1,742						5,898						5,139
Components associated with interest from:
Lease liabilities			580						914						1,683						2,235
Letter of credit interest and fees			692						2,798						4,704						7,974
Other interest expense			284						1,043						966						2,228
			1,556						4,755						7,353						12,437
Total interest expense			$	10,620					$	13,416					$	35,988					$	37,248

Interest expense for the three and nine months ended September 30, 2024 is lower due to the new debt agreements with Axos beginning in January 2024.

Income Taxes

			Three Months Ended September 30,																		Nine Months Ended September 30,
(In thousands, except for percentages)			2024						2023						$ Change						2024						2023						$ Change
(Loss) income before income tax expense			$	(10,906)					$	(12,606)					$	1,700					$	4,502					$	(22,347)					$	26,849
Income tax (benefit) expense			$	161					$	(331)					$	492					$	6,146					$	2,020					$	4,126
ETR continuing operations			(1.5)		%				2.6		%										136.5		%				(9.0)		%

Our income tax expense in the first nine months of 2024 reflects a full valuation allowance against our net deferred tax assets, except in Mexico, Canada, the United Kingdom, Brazil, Finland, Germany, Thailand, the Philippines, Indonesia, and Sweden. Deferred tax assets are evaluated each period to determine whether realization is more likely than not. Valuation allowances are established when management determines it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Valuation allowances may be removed in the future if sufficient positive evidence exists to outweigh the negative evidence under the framework of ASC 740, Income Taxes ("ASC 740").

Our effective tax rate for the first nine months of 2024 is not reflective of the United States statutory rate primarily due to a valuation allowance against certain net deferred tax assets and unfavorable discrete items. In certain jurisdictions where we anticipate a loss for the fiscal year or incur a loss for the year-to-date period for which a tax benefit cannot be realized in accordance with ASC 740, we exclude the loss in that jurisdiction from the overall computation of the estimated annual effective tax rate.

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Depreciation and Amortization

Depreciation expense was $2.2 million and $2.2 million in the three months ended September 30, 2024 and 2023, respectively. Depreciation expense was $6.5 million and $7.8 million in the nine months ended September 30, 2024 and 2023, respectively.

Amortization expense was $2.0 million and $2.4 million in the three months ended September 30, 2024 and 2023, respectively. Amortization expense was $6.7 million and $7.2 million in the nine months ended September 30, 2024 and 2023, respectively.

Liquidity and Capital Resources

Liquidity

Our primary liquidity requirements include debt service, funding of dividends on preferred stock and working capital needs. We fund our liquidity requirements primarily through cash generated from operations, external sources of financing, including the Credit Agreement and Senior Notes, and equity offerings, including the Sales Agreement (as defined below) and our Preferred Stock, each of which are described in the Notes to Condensed Consolidated Financial Statements included in Part I, Item I of this Quarterly Report in further detail.

On April 10, 2024, we entered into a sales agreement (the "Sales Agreement") with B. Riley Securities, Inc., Seaport Global Securities LLC, Craig-Hallum Capital Group LLC and Lake Street Capital Markets, LLC (together, the "Agents"), in connection with 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, through the Agents. As of September 30, 2024, 2.4 million shares have been sold pursuant to the Sales Agreement. Refer to Note 15 to the Condensed Consolidated Financial Statements for additional discussion of the Sales Agreement.

We have historically incurred losses from operations, primarily due to losses recognized on our B&W Solar business as well as higher debt service costs and recurring cash deficits from operating activities. Our assessment of our ability to fund future operations is inherently subjective, judgment-based and susceptible to change based on future events. Currently, with existing cash on hand and available liquidity, we are projecting insufficient liquidity to fund operations through one year from the date this Quarterly Report is issued. These conditions and events raise substantial doubt about our ability to continue as a going concern. As described below, it is probable that our alternative measures contemplated alleviate the substantial doubt about our ability to continue as a going concern.

In response to the conditions, we are implementing several strategies to obtain the required funding for future operations and are considering other alternative measures to improve cash flow, including suspension of the dividend on our Preferred Stock and delaying development of new products, which together we expect would reduce our annual cash spending by approximately $25 million. The following actions were completed through the issuance date of this Quarterly Report:

•sold our B&W Renewable Service A/S business for net proceeds of $83.5 million on June 28, 2024 (described in Note 3 to the Condensed Consolidated Financial Statements);

•sold our SPIG and GMAB businesses for net proceeds of $33.7 million on October 30, 2024 (described in Note 23 to the Condensed Consolidated Financial Statements);

•completed the sale of a non-core facility for net proceeds of $4.2 million;

•sold 4.3 million common shares pursuant to our At-The-Market Offering (described in Note 15 and Note 23 to the Condensed Consolidated Financial Statements) for net proceeds of $6.7 million;

•negotiated the settlement of a liability to the former owner of B&W Solar at a discount, resulting in future cash savings of $7.2 million;

•received a $6.8 million insurance recovery pursuant to our Representations and Warranties Policy in connection with our purchase of B&W Solar (discussed further in Note 4 to the Condensed Consolidated Financial Statements); and,

•initiated a company-wide cost savings plan with targeted annual savings of $31.5 million, $26.5 million of which has been achieved to date.

•We were granted a preliminary waiver of required minimum contributions to the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the "U.S. Plan") by the PBGC, which if approved, is expected to reduce cash funding requirements in 2024 and increase contributions annually over the subsequent 5-year period (described in Note 13 to the Condensed Consolidated Financial Statements).

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Based on our ability to raise funds through the actions noted above and our Cash and cash equivalents as of September 30, 2024, we have concluded it is probable that such actions would provide sufficient liquidity to fund operations for the next twelve months following the date of this Quarterly Report.

Cash and Cash Flows

At September 30, 2024, our cash and cash equivalents, current restricted cash and long-term restricted cash totaled $127.9 million and we had total debt of $475.4 million as well as $191.7 million of gross preferred stock outstanding. Our foreign business locations held $21.6 million of our total unrestricted cash and cash equivalents at September 30, 2024. In general, our foreign cash balances are not available to fund our U.S. operations unless the funds are repatriated or used to repay intercompany loans made from the U.S. to foreign entities, which could expose us to taxes we have not made a provision for in our results of operations. We have no plans to repatriate these funds to the U.S. Included in our total cash amount is $97.3 million of restricted cash at September 30, 2024, which is primarily related to collateral for certain letters of credit. We believe our future cash flows will be sufficient to cover debt repayments, other contractual obligations, capital expenditures and dividends for the next 12 months.

Cash used in operations was $96.3 million in the nine months ended September 30, 2024, which is primarily attributable to the year-to-date net income of $3.2 million, offset by the gain on sale of BWRS of $40.1 million and changes in working capital. Cash used in operations was $50.5 million in the nine months ended September 30, 2023, which was primarily attributable to a net loss of $134.2 million, offset by non-cash expenses for depreciation and amortization of long-lived assets of $16.5 million and goodwill impairment of $56.6 million.

Cash provided by investing activities was $78.0 million in the nine months ended September 30, 2024, primarily due to proceeds from the sale of BWRS business, offset by purchases of fixed assets. Cash used in investing activities were $8.6 million in the nine months ended September 30, 2023, primarily related to capital expenditures.

Cash provided by financing activities of $70.8 million in the nine months ended September 30, 2024, primarily related to the increased borrowing on loans of $93.7 million, partially offset by preferred stock dividend payments of $14.9 million and costs associated with the new Axos Credit Agreement. Cash provided by financing activities was $11.9 million in the nine months ended September 30, 2023 and was primarily related to the increased borrowing on loans of $24.6 million, partially offset by preferred stock dividend payments of $7.4 million.

Debt Facilities

As discussed in Note 14 to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report, we entered into a new Credit Agreement with Axos in January 2024. B. Riley, a related party, has provided a guaranty of payment with regard to our obligations under the Credit Agreement. This agreement substantially replaces the existing Reimbursement Agreement, Revolving Credit Agreement and Letter of Credit Agreement. We completed the transition of letters of credit outstanding under the Letter of Credit Agreement and Reimbursement Agreement to the Credit Agreement in August 2024.

On April 30, 2024, we, along with certain subsidiaries as guarantors, the lenders party to the Credit Agreement , and Axos, as administrative agent, entered into the First Amendment to Credit Agreement (the “First Amendment”). The First Amendment, among other things, amends the terms of the Credit Agreement to increase the amounts available to be borrowed based on inventory in the borrowing base under the Credit Agreement (the "Increased Inventory Period"). In 2024, the Increased Inventory Period commences on April 30 and ends on July 31 and would provide approximately $6.0 million additional available borrowings under the Credit Agreement. The Increased Inventory Period is available to us upon our election in subsequent years (subject to a $75,000 fee if we make such an election), and commences on March 1 and ends on July 31.

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On July 3, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the Second Amendment. Pursuant to the Second Amendment, Axos and the Lenders party to the Credit Agreement consented to the Company’s engagement in the Specified Transactions, and agreed that the consummation of any Specified Transaction would not result in an event of default under the Credit Agreement. As a condition to the forgoing consent and agreements, the Company agreed to apply the net cash proceeds of all three occurrences of the Specified Transactions in the following order, irrespective of the order of consummation of the Specified Transactions: (i) to the repayment of revolving loans under the Credit Agreement, in an aggregate amount equal to $10.0 million (the “Specified Revolver Paydown”); (ii) to the repayment of liabilities in respect of the certain pension plans of the Company and its subsidiaries, in an aggregate amount equal to $15.0 million; (iii) to the repayment of letter of credit borrowings or advances, or if no such amounts are outstanding, to the cash collateralization of existing letter of credit obligations, in an aggregate amount equal to $10.0 million; (iv) to PNC in an amount not exceeding $1.6 million in connection with the repayment and/or cash collateralization of certain existing facilities; (v) to the repayment of revolving loans under the Credit Agreement, in an aggregate amount equal to $54.0 million (which amounts may be reborrowed in whole or in part to the extent permitted under the Credit Agreement at such time and may be used for purposes permitted under the Credit Agreement, including for working capital needs); (vi) to the repayment of the Senior Notes due 2026 or any additional unsecured senior notes issued under the Company’s unsecured notes indenture, in an aggregate amount equal to $193.0 million; and (vii) the remainder to be retained by the Company to finance working capital, capital expenditures and acquisitions and for general corporate purposes (including the payment of fees and expenses).

The Second Amendment further amended the Credit Agreement by sunsetting the option to increase the amounts available to be borrowed based on inventory in the borrowing base under the Credit Agreement following the Specified Revolver Paydown, and extended the maturity date under the agreement from August 30, 2025 to October 31, 2025 in the event that the Indebtedness under any of the Company’s unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement. The maturity date of the Credit Agreement otherwise remains January 18, 2027.

On August 7, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement, and Axos, as administrative agent, entered into the Third Amendment to Credit Agreement ("Third Amendment"). The Third Amendment amended the definition of Consolidated Adjusted EBITDA to (i) exclude certain costs incurred in connection with the settlement of the Glatfelter Litigation; and (ii) add back certain contributions currently required to be made by us or our Subsidiaries to the U.S. Plan, up to an aggregate maximum of $15.0 million.

On November 8, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement and Axos, as administrative agent, entered into the Fourth Amendment. The Fourth Amendment, among other things: (i) extends the maturity date from October 31, 2025 to November 28, 2025 in the event that the Indebtedness under any of the Company's unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement (the maturity date otherwise remains January 28, 2027); (ii) increases the minimum availability amount from $2.0 million to $5.0 million following the earlier of (a) the receipt by the lenders of any cash proceeds from the SPIG/GMAB disposition or (b) November 15, 2024; (iii) amends the definition of Cash Dominion Event to mean a continuing event of default or failure of the Company to maintain availability of the lesser of (x) the minimum availability amount and (y) 15% of the loan cap (previously $7.5 million or 15% of the loan cap); (iv) amends the definition of Consolidated Adjusted EBITDA to add back certain recoveries from a representations and warranties insurance policy claim related to B&W Solar, up to $6.8 million; and (v) provides that the Letter of Credit sublimit shall be reduced on a dollar-for-dollar basis with any Specified L/C Paydown made pursuant to the Second Amendment.

Usage under the Credit Agreement consisted of $22.5 million of financial letters of credit and $59.9 million of performance letters of credit at September 30, 2024.

Letters of Credit, Bank Guarantees and Surety Bonds

Certain of our subsidiaries, that are primarily outside of the United States, have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity. The aggregate value of all such letters of credit and bank guarantees outside of our Credit Agreement as of September 30, 2024 was $34.5 million. The aggregate value of the outstanding letters of credit provided under the Credit Agreement backstopping letters of credit or bank guarantees was $14.0 million as of September 30, 2024. Of the outstanding letters of credit issued under the Credit Agreement, $39.9 million are subject to foreign currency revaluation.

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We have posted surety bonds to support contractual obligations to customers relating to certain contracts. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. These bonds generally indemnify customers should we fail to perform our obligations under our applicable contracts. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds the underwriters issue in support of some of our contracting activity. As of September 30, 2024, bonds issued and outstanding under these arrangements in support of contracts totaled approximately $179.9 million. The aggregate value of the letters of credit backstopping surety bonds was $13.2 million.

Our ability to obtain and maintain sufficient capacity under our current debt facilities is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, our ability to support contract security requirements in the future will be diminished.

Other Indebtedness - Loans Payable

As of September 30, 2024, we had loans payable of $135.7 million, net of debt issuance costs of $0.5 million, of which $3.0 million is classified as current, and $132.7 million as long-term loans payable on the Condensed Consolidated Balance Sheet. This includes $124.2 million drawn on the Credit Agreement, which is comprised of $30.5 million drawn on the revolving credit portion of the facility and $93.7 million drawn on the letter of credit portion, and $11.5 million, net of debt issuance costs of $0.5 million, related to sale-leaseback financing transactions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For a summary of the critical accounting policies and estimates that we use in the preparation of the unaudited Condensed Consolidated Financial Statements, see "Critical Accounting Policies and Estimates" in our Annual Report for the year ended December 31, 2023. There have been no significant changes to our policies during the nine months ended September 30, 2024 from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposures to market risks have not changed materially from those disclosed under "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) adopted by the Securities and Exchange Commission under the Securities Exchange Act, as amended (the "Exchange Act")).

Based on this evaluation and because of the previously-reported material weaknesses in internal control over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024.

Notwithstanding the conclusion by our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures as of September 30, 2024 were not effective, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that the Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2024 and 2023 present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with GAAP.

Remediation Plan and Status

As of September 30, 2024, the material weaknesses previously disclosed have not yet been remediated. In response to the material weaknesses in our internal control over financial reporting, management has several remediation efforts in process, including:

•continuing to hire qualified accounting professionals;

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•developing and providing additional training to the accounting and financial reporting team;

•designing and implementing additional and/or enhanced controls in the areas of account reconciliations, contract accounting, financial statement analysis and complex and/or non-routine transactions;

•enhancing controls over IT user access and segregation of duties; and,

•developing and implementing a monitoring program to evaluate and assess whether controls are present and functioning appropriately.

We will continue to work towards full remediation of the material weaknesses to improve our internal control over financial reporting. The material weaknesses will not be considered remediated until the new and redesigned controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively. Accordingly, we will continue to monitor and evaluate the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting (as defined by Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations in Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures, or our internal controls, will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake or fraud. Additionally, controls can be circumvented by individuals or groups of persons or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements in our public reports due to error or fraud may occur and not be detected.

PART II

Item 1. Legal Proceedings

For information regarding ongoing investigations and litigation, see Note 18 to the Condensed Consolidated Financial Statements included in Part I, Item I of this Quarterly Report, which is incorporated by reference into this Item.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. The discussion of such risks and uncertainties may be found under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In accordance with the provisions of the employee benefit plans, we acquire shares in connection with the vesting of employee restricted stock units that require us to withhold shares to satisfy employee statutory income tax withholding obligations. We do not have a general share repurchase program at this time.

Item 5. Other Information

During the three months ended September 30, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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On November 8, 2024, we, with certain of our subsidiaries as guarantors, the lenders party to the Credit Agreement and Axos, as administrative agent, entered into the Fourth Amendment. The Fourth Amendment, among other things: (i) extends the maturity date from October 31, 2025 to November 28, 2025 in the event that the Indebtedness under any of the Company's unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement (the maturity date otherwise remains January 28, 2027); (ii) increases the minimum availability amount from $2.0 million to $5.0 million following the earlier of (a) the receipt by the lenders of any cash proceeds from the SPIG/GMAB disposition or (b) November 15, 2024; (iii) amends the definition of Cash Dominion Event to mean a continuing event of default or failure of the Company to maintain availability of the lesser of (x) the minimum availability amount and (y) 15% of the loan cap (previously $7.5 million or 15% of the loan cap); (iv) amends the definition of Consolidated Adjusted EBITDA to add back certain recoveries from a representations and warranties insurance policy claim related to B&W Solar, up to $6.8 million; and (v) provides that the Letter of Credit sublimit shall be reduced on a dollar-for-dollar basis with any Specified L/C Paydown made pursuant to the Second Amendment.

The Company paid an amendment fee of $75,000 to Axos in consideration of the Fourth Amendment. Certain of the lenders under the Credit Agreement, as well as certain of their respective affiliates, may perform for the Company and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they may receive customary fees and expenses.

As previously disclosed by the Company, the services of the Company’s Chief Executive Officer, Kenneth M. Young (who also serves as the Chairman of the Company’s Board of Directors (the “Board”)), have been provided to the Company pursuant to an Independent Contractor Agreement (the “Consulting Agreement”), dated September 20, 2024, by and between the Company and OpenSky, LLC (“OpenSky”), an entity wholly-owned by Mr. Young.

On November 8, 2024, the Company entered into an Executive Employment Agreement with Mr. Young (the “Employment Agreement”). The Employment Agreement is to take effect on December 1, 2024 (the “Effective Date”) and terminates the Consulting Agreement between the Company and OpenSky as of that same date.

The Employment Agreement provides for Mr. Young’s employment with the Company as its Chief Executive Officer. The Employment Agreement includes the following compensation and benefits for Mr. Young while he serves the Company in that position:

•Mr. Young will be entitled to an annual base salary of $800,000, which may be increased (but not decreased) by the Board (or a committee thereof) from time to time.

•Mr. Young will be entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof) and other factors deemed relevant to the Board (or a committee thereof). Mr. Young’s annual target bonus opportunity will be 100% of his base salary for the corresponding year.

•Any Company equity-based awards for Mr. Young will be determined by the Board (or a committee thereof) in its sole discretion.

•Mr. Young will be entitled to participate in the Company’s employee benefit plans and arrangements generally made available to the Company’s other senior executives. Mr. Young will also be reimbursed for reasonable air fare between the state of his principal residence and the Company’s headquarters in Akron, Ohio and for the reasonable cost of hotel stay while working in the Company’s offices.

The term of Mr. Young’s employment with the Company under the Employment Agreement will be for an initial five-year term through the fifth anniversary of the Effective Date, with automatic one-year renewals unless one party has provided the other party with at least 90 days’ advance notice of non-renewal of the term and subject to earlier termination of employment by either the Company or Mr. Young. The Employment Agreement provides that, should Mr. Young’s term of service as a member of the Board end during the term of the Employment Agreement, the Company will nominate Mr. Young for re-election as a member of the Board in connection with the expiring term (provided that Mr. Young is able and willing to continue to serve in such capacity and subject to applicable laws).

The Employment Agreement generally provides that if Mr. Young’s employment with the Company is terminated by the Company without “cause” (as defined in the Employment Agreement), upon expiration of the term of the Employment

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Agreement then in effect by reason of the Company’s delivery of a notice of non-renewal, or by Mr. Young for “good reason” (as defined in the Employment Agreement), Mr. Young will be entitled to receive the following separation benefits: (1) a total of two times the sum of his annual base salary and target annual bonus, with such total amount paid out in installments over the two years following his separation date (or, in the event such termination of employment occurs on or within two years after a Change in Control (as defined in the Employment Agreement) of the Company, Mr. Young will instead be entitled to a total of three times the sum of his annual base salary and target annual bonus, with such total amount paid out in installments over the three years following his separation date); (2) payment of any bonus due for a fiscal year that ended prior to his separation date plus a pro-rata portion of his target bonus for the year in which his employment ends (pro-rata based on the number of days of employment during the year); (3) payment of an amount equal to 24 (36 if such termination of employment occurs on or within two years after a Change in Control of the Company) times the monthly cost for Mr. Young to continue healthcare coverage under COBRA for himself and his eligible dependents; (4) full vesting of any of his unvested benefits under the Company’s Supplemental Executive Retirement Plan and under the Company’s Restoration Plan; (5) as to each then-outstanding equity-based award granted by the Company to Mr. Young that vests based solely on continued service with the Company, accelerated vesting of any portion of the award that was scheduled to vest within one year after Mr. Young’s separation date (accelerated vesting of the entire outstanding and unvested portion of the award if such termination of employment occurs on or within two years after a Change in Control of the Company); and (6) as to each outstanding equity-based award granted by the Company to Mr. Young that is subject to performance-based vesting requirements, Mr. Young’s employment with the Company will be deemed to have continued for one year after his separation date (except that, if such termination of employment occurs on or within two years after a Change in Control of the Company, any service-based vesting requirement under the award will be deemed satisfied in full but the performance-based vesting measurement will still apply and will be treated as provided in the applicable award agreement). Mr. Young’s receipt of the separation benefits described above is conditioned on Mr. Young delivering a release of claims in favor of the Company. Mr. Young is not entitled to a tax gross-up payment if any of his benefits are subject to excise taxes under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, and Mr. Young’s benefits will be reduced, to the extent necessary to avoid such excise taxes, if such a reduction in Mr. Young’s benefits would put Mr. Young in a better after-tax position than receiving the benefits in full. The Employment Agreement also provides that Mr. Young will repay (or will cause OpenSky to repay) to the Company a pro-rated portion of the signing bonus previously paid to OpenSky pursuant to the Consulting Agreement if, before September 20, 2027, Mr. Young’s employment with the Company is terminated either by the Company for cause or voluntarily by Mr. Young.

The foregoing description of Mr. Young’s Employment Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.7 and is incorporated herein by reference.

In addition, on November 7, 2024, the Compensation Committee of the Company’s Board of Directors approved a retention bonus payment of $425,000 for Christopher S. Riker, the Company’s Sr. Vice President, Thermal Energy. Mr. Riker must repay the full after-tax (net) amount of the retention bonus to the Company should his employment with the Company terminate for any reason other than exceptions named in the agreement, including death, disability, or any circumstance which would render him eligible for severance under the B&W Severance Plan, before November 30, 2027.

Item 6. Exhibits

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2.1*						Master Separation Agreement, dated as of June 8, 2015, between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876)).
3.1						Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-36876)).
3.2						Certificate of Amendment of the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on June 17, 2019 (File No. 001-36876)).
3.3						Certificate of Amendment of the Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on July 24, 2019 (File No. 001-36876)).
3.4						Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on May 23, 2023 (File No. 001-36876)).
3.5						Amended and Restated Bylaws of the Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 3.4 to the Babcock & Wilcox Enterprises, Inc. Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36876)).
3.6						Certificate of Designations with respect to the 7.75% Series A Cumulative Perpetual Preferred Stock, dated May 6, 2021, filed with the Secretary of State of Delaware and effective on May 6, 2021 (incorporated by reference to Exhibit 3.4 to the Babcock & Wilcox Enterprises, Inc. Form 8-A filed on May 7, 2021 (File No. 001-36876)).
3.7						Certificate of Increase in Number of Shares of 7.75% Series A Cumulative Perpetual Preferred Stock, dated June 1, 2021 (incorporated by reference to Exhibit 3.1 to the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed on July 7, 2021 (File No. 001-36876)).
10.1						Registration Rights Agreement, among Babcock & Wilcox Enterprises, Inc. and B. Riley Securities, Inc., dated July 11, 2024, filed herewith (File No. 001-36876).
10.2						Second Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc. and Axos Bank, dated July 3, 2024, filed herewith (File No. 001-36876).
10.3						Third Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc. and Axos Bank, dated August 7, 2024, filed herewith (File No. 001-36876).
10.4						Fourth Amendment to Credit Agreement among Babcock & Wilcox Enterprises, Inc. and Axos Bank, dated November 8, 2024, filed herewith (File No. 001-36876).
10.5						Fourth Amendment to Fee Letter among Babcock & Wilcox Enterprises, Inc. and Axos Bank, dated November 8, 2024, filed herewith (File No. 001-36876).
10.6						Independent Contractor Agreement, dated September 20, 2024, between Babcock & Wilcox Enterprises, Inc. and Kenny Young (incorporated by reference to Exhibit 10.1 of the Babcock & Wilcox Enterprises, Inc. Current Report on Form 8-K filed September 23, 2024 (File No. 001-36876)).
10.7†						Executive Employment Agreement dated November 8, 2024 between Babcock & Wilcox Enterprises, Inc. and Kenneth Young, filed herewith (File No. 001-36876).
31.1						Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer.
31.2						Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer.
32.1						Section 1350 certification of Chief Executive Officer.
32.2						Section 1350 certification of Chief Financial Officer.
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.
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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*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.

†Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						BABCOCK & WILCOX ENTERPRISES, INC.
November 12, 2024			By:			/s/ Louis Salamone
						Louis Salamone
						Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer and Duly Authorized Representative)

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