UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2021
| BABCOCK & WILCOX ENTERPRISES, INC. | ||
| (Exact name of registrant as specified in its charter) |
| DELAWARE | 001-36876 | 47-2783641 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1200
EAST MARKET STREET, SUITE 650 AKRON, OHIO |
44305 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, including Area Code: (330) 753-4511
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered | ||
| Common stock, $0.01 par value per share | BW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition |
On February 9, 2021, Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”) issued a press release announcing selected preliminary unaudited financial results of the Company for the quarter and year ended December 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On February 9, 2021, the Company issued a press release announcing the commencement of an underwritten public offering of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), and a press release announcing the commencement of an underwritten public offering of the Company’s senior notes due 2026 (the “Senior Notes”). Copies of the press releases are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively, and the information contained in Exhibit 99.2 and Exhibit 99.3 is incorporated herein by reference.
In addition, in connection with the offering of Common Stock and the offering of Senior Notes, the Company will be making road show presentations to certain existing and potential securityholders of the Company (collectively, the “Roadshow Materials”). A copy of the Roadshow Materials for each of the offering of Common Stock and the offering of Senior Notes are attached hereto as Exhibit 99.4 and Exhibit 99.5, respectively, and the information contained in Exhibit 99.1 is incorporated herein by reference.
The information contained in the Roadshow Materials is summary information that should be considered in the context of the Company’s filings with the SEC and other public announcements the Company may make by press release or otherwise from time to time.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events |
As described in Item 2.02 hereof, on February 9, 2021, the Company issued a press release announcing selected preliminary unaudited financial results of the Company for the quarter and year ended December 31, 2020, a copy of which is attached hereto as Exhibit 99.1 The information contained in Exhibit 99.1 is incorporated herein by reference, except for the first and second full paragraphs thereof, commencing with the phrase “Our preliminary results . . . .” and ending with the phrase “enhancements and improved efficiency.”.
Forward-Looking Statements
This Current Report on Form 8-K (and the exhibits attached hereto) may contain “forward-looking” statements as defined by the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. These statements include, but are not limited to, the Company’s anticipated results of operations for 2020, the Company’s plans, objectives, expectations and intentions regarding the performance of its business, the terms and conditions and timing of the Common Stock offering and Senior Notes offering, the intended use of proceeds of the Common Stock offering and Senior Notes offering and other non-historical statements. These statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “continues,” “estimates,” “predicts,” “projects,” “forecasts,” “targets”, and similar expressions. All forward looking statements are based on management’s current expectations and beliefs only as of the date of this report and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements, including without limitation, the risks associated with the unpredictable and ongoing impact of the COVID-19 pandemic and other risks identified and discussed from time to time in the Company’s reports filed with the SEC, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020. Readers are strongly encouraged to review carefully the full cautionary statements described in these reports. Except as required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of this report, or to reflect the occurrence of unanticipated events or circumstances.
2
| Item 9.01. | Financial Statements and Exhibits |
3
Signatures
Pursuant to the requirements of the 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. | ||
| February 9, 2021 | By: | /s/ Louis Salamone |
| Louis Salamone | ||
| Executive Vice President, Chief Financial Officer
and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative) | ||
4
Exhibit 99.1
| News Release |
Babcock & Wilcox Enterprises Releases Preliminary Fourth
Quarter and Full Year 2020 Results
Preliminary Q4 2020 Highlights:
- Revenues of $149.9 million
- Net income of $2.4 million
- Earnings per share of $0.04
- Consolidated adjusted EBITDA of $16.1 million
- Bookings of $167 million
Preliminary Full Year 2020 Highlights:
- Revenues of $566.3 million
- Net income of $(12.5) million
- Earnings per share of $(0.26)
- Consolidated adjusted EBITDA of $45.1 million
- Bookings of $645 million
- Minimum required pension funding contributions reduced by $107 million or 75%
(AKRON, Ohio – February 9, 2021) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced certain preliminary results for the fourth quarter and full year 2020.
"Our preliminary results for the fourth quarter and full year 2020 reflect the ongoing positive impact of our strategic plan, despite the adverse effects of COVID-19 across our segments," said Kenneth Young, B&W's Chairman and Chief Executive Officer. "We ended the year well-positioned to achieve our 2021 and 2022 adjusted EBITDA targets of $70-$80 million and $95-$105 million, respectively1, with roughly $645 million in bookings in 2020 and about $535 million in backlog at December 31, 2020, a 21.3% increase compared to the end of 2019."
"Our strategic actions in 2020, including launching new segments, expanding internationally and implementing additional cost savings initiatives, provide a strong foundation as we pursue a more than $5 billion pipeline of identified project opportunities over the next three years," Young continued. "Looking forward, our leading-edge renewable and environmental technologies are well-positioned to leverage the increasing global climate demand for carbon and methane reductions. We also see our aftermarket parts and services business growing worldwide through our global expansion and the ever increasing demand for upgrades, enhancements and improved efficiency."
For the fourth quarter of 2020 GAAP income from continuing operations is expected to be $2.8 million and net income is expected to be $2.4 million. Adjusted EBITDA is expected to be $16.1 million. Bookings in the fourth quarter of 2020 are expected to be $167 million.
For the full year of 2020 GAAP income from continuing operations is expected to be a loss of $14.3 million and net income is expected to be a loss of $12.5 million. Adjusted EBITDA is expected to be $45.1 million. Total bookings in 2020 are expected to be $645.0 million, and backlog at December 31, 2020 is expected to be $535.0 million, a 21.3% increase compared to December 31, 2019.
1 The most comparable GAAP financial measure is not available without unreasonable effort.
Full year 2020 preliminary results include the recognition in the third quarter of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts, as previously disclosed.
The Company expects its total debt to be $347.6 million and its unrestricted cash balance to be $57.3 million as of December 31, 2020.
In addition, based on the performance of the Company's domestic qualified pension plan, the minimum required funding contributions through 2026 have been reduced by 75%. The current total minimum required funding contribution for the period 2021-2026 is $35 million, to be contributed in the next 2 years. This is $107 million less compared to the Company's previous expectation for the period from 2021-2026. These numbers are subject to change with the performance of the pension fund investments.
In addition to the $119 million of cost savings initiatives previously disclosed, the Company implemented an additional approximately $8 million of cost savings initiatives in 2020, for a total of $127 million. The Company has also identified another $11 million of cost savings actions expected to be implemented beginning in the first quarter of 2021.
These preliminary results are not a comprehensive statement of the Company’s financial results. Actual results for the fourth quarter and full year of 2020 may differ from these preliminary unaudited results due to the completion of the Company’s customary year-end closing, review and audit procedures and any other developments arising before its financial results are finalized. Reconciliations of operating income, the most directly comparable GAAP measure, to adjusted EBITDA, as well as to adjusted gross profit, are provided in the exhibits to this release.
Non-GAAP Financial Measures
The Company uses non-GAAP financial measures internally to evaluate its performance and in making financial and operational decisions. When viewed in conjunction with GAAP results and the accompanying reconciliation, the Company believes that its presentation of these measures provides investors with greater transparency and a greater understanding of factors affecting our financial condition and results of operations than GAAP measures alone.
This release presents preliminary adjusted EBITDA, which is a non-GAAP financial 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 is calculated as earnings before interest, tax, depreciation and amortization adjusted for items such as gains or losses on asset sales, mark to market ("MTM") pension adjustments, restructuring and spin costs, impairments, losses on debt extinguishment, costs related to financial consulting required under the U.S. Revolving Credit Facility and other costs that may not be directly controllable by segment management and are not allocated to the segment. The Company presented consolidated Adjusted EBITDA because it believes 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 the Company's revenue generating segments. This release also presents certain targets for our adjusted EBITDA in the future; these targets are not intended as guidance regarding how the Company believes the business will perform. The Company is unable to reconcile these targets to their GAAP counterparts without unreasonable effort and expense due to the aspirational nature of these targets.
Forward-Looking Statements
Statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of the date of this press release. Such forward looking statements include, but are not limited to, statements regarding the Company's anticipated results of operations for 2020. Factors that could cause such actual results to differ materially from those contemplated or implied by such forward-looking statements include, without limitation, the risks associated with the unpredictable and ongoing impact of the COVID-19 pandemic and other risks described from time to time in the Company's periodic filings with the SEC, including, without limitation, the risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). These factors should be considered carefully, and B&W Enterprises cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.
About
Babcock & Wilcox Enterprises
Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a
global leader in energy and environmental technologies and services for the power and industrial markets. Follow B&W on LinkedIn
and learn more at www.babcock.com.
###
| Investor Contact: | Media Contact: |
| Megan Wilson | Ryan Cornell |
| Vice President, Corporate Development & Investor Relations | Public Relations |
| Babcock & Wilcox Enterprises | Babcock & Wilcox Enterprises |
| 704.625.4944 | [email protected] | 330.860.1345 | [email protected] |
Exhibit 1
Babcock & Wilcox Enterprises, Inc.
Preliminary Consolidated Statements of Operations (unaudited) (1)(2)
In millions, except per share amounts)
| Three months ended December 31, | Year ended December 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Revenues | $ | 149.9 | $ | 180.4 | $ | 566.3 | $ | 859.1 | ||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of operations | 107.8 | 135.7 | 400.5 | 698.9 | ||||||||||||
| Selling, general and administrative expenses | 33.9 | 30.6 | 141.7 | 151.1 | ||||||||||||
| Advisory fees and settlement costs | 2.8 | 5.1 | 12.9 | 27.9 | ||||||||||||
| Restructuring activities | 5.1 | 2.1 | 11.8 | 11.7 | ||||||||||||
| Research and development costs | 0.5 | 0.6 | 4.4 | 2.9 | ||||||||||||
| Gain on asset disposals, net | (2.3 | ) | (3.7 | ) | (3.3 | ) | (3.9 | ) | ||||||||
| Total costs and expenses | 147.7 | 170.4 | 568.1 | 888.5 | ||||||||||||
| Operating income (loss) | 2.2 | 10.0 | (1.7 | ) | (29.4 | ) | ||||||||||
| Other (expense) income: | ||||||||||||||||
| Interest expense | (11.0 | ) | (27.5 | ) | (60.8 | ) | (94.9 | ) | ||||||||
| Interest income | 0.2 | 0.1 | 0.6 | 0.9 | ||||||||||||
| Loss on debt extinguishment | — | — | (6.2 | ) | (4.0 | ) | ||||||||||
| Loss on sale of business | — | — | (0.1 | ) | (3.6 | ) | ||||||||||
| Benefit plans, net | (17.9 | ) | 13.7 | 4.4 | 22.8 | |||||||||||
| Foreign exchange | 36.1 | 10.8 | 58.8 | (16.6 | ) | |||||||||||
| Other – net | 1.9 | 0.1 | (1.1 | ) | 0.3 | |||||||||||
| Total other income (expense) | 9.3 | (2.8 | ) | (4.4 | ) | (95.1 | ) | |||||||||
| Income (loss) before income tax expense | 11.5 | 7.2 | (6.1 | ) | (124.4 | ) | ||||||||||
| Income tax expense | 8.6 | 1.7 | 8.2 | 5.3 | ||||||||||||
| Income (loss) from continuing operations | 2.8 | 5.5 | (14.3 | ) | (129.7 | ) | ||||||||||
| Income from discontinued operations, net of tax | — | — | 1.8 | 0.7 | ||||||||||||
| Net income (loss) | 2.8 | 5.5 | (12.5 | ) | (129.0 | ) | ||||||||||
| Net (income) loss attributable to non-controlling interest | (0.4 | ) | 6.9 | — | 7.1 | |||||||||||
| Net income (loss) attributable to stockholders | $ | 2.4 | $ | 12.4 | $ | (12.5 | ) | $ | (122.0 | ) | ||||||
| Basic earnings (loss) per share - continuing operations | $ | 0.05 | $ | 0.26 | $ | (0.30 | ) | $ | (3.89 | ) | ||||||
| Basic earnings (loss) per share - discontinued operations | — | — | 0.04 | 0.02 | ||||||||||||
| Basic earnings (loss) per share | $ | 0.05 | $ | 0.26 | $ | (0.26 | ) | $ | (3.87 | ) | ||||||
| Diluted earnings (loss) per share - continuing operations | $ | 0.04 | $ | 0.26 | $ | (0.30 | ) | $ | (3.89 | ) | ||||||
| Diluted earnings (loss) per share - discontinued operations | — | — | 0.04 | 0.02 | ||||||||||||
| Diluted earnings (loss) per share | $ | 0.04 | $ | 0.26 | $ | (0.26 | ) | $ | (3.87 | ) | ||||||
| Shares used in the computation of earnings (loss) per share: | ||||||||||||||||
| Basic | 52.1 | 48.0 | 48.7 | 31.5 | ||||||||||||
| Diluted | 53.4 | 48.4 | 48.7 | 31.5 | ||||||||||||
| (1) | Figures may not be clerically accurate due to rounding |
| (2) | Results for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter, as previously disclosed. |
Exhibit 2
Babcock & Wilcox Enterprises, Inc.
Preliminary Reconciliation of Adjusted EBITDA (unaudited) (4)
(In millions)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Adjusted EBITDA(2)(3) | 16.1 | 19.3 | 45.1 | 33.3 | ||||||||||||
| Restructuring activities | (5.1 | ) | (2.1 | ) | (11.8 | ) | (11.7 | ) | ||||||||
| Financial advisory services | (1.2 | ) | (0.7 | ) | (4.4 | ) | (9.1 | ) | ||||||||
| Settlement cost to exit Vølund contract (1) | — | — | — | (6.6 | ) | |||||||||||
| Advisory fees for settlement costs and liquidity planning | (1.2 | ) | (4.4 | ) | (6.4 | ) | (11.8 | ) | ||||||||
| Litigation fees and settlement | (0.4 | ) | — | (2.1 | ) | (0.5 | ) | |||||||||
| Loss on business held for sale | (0.1 | ) | — | (0.5 | ) | — | ||||||||||
| Stock compensation | (1.5 | ) | (1.3 | ) | (4.6 | ) | (3.4 | ) | ||||||||
| Interest on letters of credit included in cost of operations | (0.9 | ) | — | (0.9 | ) | — | ||||||||||
| Depreciation & amortization | (4.5 | ) | (4.5 | ) | (16.8 | ) | (23.6 | ) | ||||||||
| Loss from a non-strategic business | (1.4 | ) | — | (2.6 | ) | — | ||||||||||
| Gain on asset disposals, net | 2.3 | 3.7 | 3.3 | 3.9 | ||||||||||||
| Operating income (loss) | 2.2 | 10.0 | (1.7 | ) | (29.4 | ) | ||||||||||
| Interest expense, net | (10.8 | ) | (27.4 | ) | (60.2 | ) | (94.0 | ) | ||||||||
| Loss on debt extinguishment | — | — | (6.2 | ) | (4.0 | ) | ||||||||||
| Loss on sale of business | — | — | (0.1 | ) | (3.6 | ) | ||||||||||
| Net pension benefit before MTM | 6.4 | 3.6 | 28.8 | 14.0 | ||||||||||||
| MTM (loss) gain from benefit plans | (24.4 | ) | 10.1 | (24.4 | ) | 8.8 | ||||||||||
| Foreign exchange | 36.1 | 10.8 | 58.8 | (16.6 | ) | |||||||||||
| Other – net | 1.9 | 0.1 | (1.1 | ) | 0.3 | |||||||||||
| Total other income (expense) | 9.3 | (2.8 | ) | (4.4 | ) | (95.1 | ) | |||||||||
| Income (loss) before income tax expense | 11.5 | 7.2 | (6.1 | ) | (124.4 | ) | ||||||||||
| Income tax expense | 8.6 | 1.7 | 8.2 | 5.3 | ||||||||||||
| Income (loss) from continuing operations | 2.8 | 5.5 | (14.3 | ) | (129.7 | ) | ||||||||||
| Income from discontinued operations, net of tax | — | — | 1.8 | 0.7 | ||||||||||||
| Net income (loss) | 2.8 | 5.5 | (12.5 | ) | (129.0 | ) | ||||||||||
| Net (income) loss attributable to non-controlling interest | (0.4 | ) | 6.9 | — | 7.1 | |||||||||||
| Net income (loss) attributable to stockholders | $ | 2.4 | $ | 12.4 | $ | (12.5 | ) | $ | (122.0 | ) | ||||||
| (1) | In March 2019, we entered into a settlement in connection with an additional B&W Renewable waste-to-energy EPC contract, for which notice to proceed was not given and the contract was not started. The settlement eliminated our obligations to act, and our risk related to acting, as the prime EPC should the project have moved forward. |
| (2) | Adjusted EBITDA for the three and twelve months ended December 31, 2020, excludes losses related to a non-strategic business that was previously included in Adjusted EBITDA and totals $1.4 million and $2.6 million, respectively. |
| (3) | Adjusted EBITDA for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter, as previously disclosed. |
| (4) | Figures may not be clerically accurate due to rounding. |
Exhibit 3
Babcock & Wilcox Enterprises, Inc.
Preliminary Reconciliation of Adjusted Gross Profit (unaudited) (4)
(In millions)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Adjusted gross profit (1)(2)(3) | ||||||||||||||||
| Operating income (loss) | $ | 2.2 | $ | 10.0 | $ | (1.7 | ) | $ | (29.4 | ) | ||||||
| Selling, general and administrative ("SG&A") expenses | 33.8 | 30.5 | 141.4 | 150.6 | ||||||||||||
| Advisory fees and settlement costs | 2.8 | 5.1 | 12.9 | 27.9 | ||||||||||||
| Intangible amortization expense | 1.4 | 1.0 | 5.5 | 4.3 | ||||||||||||
| Restructuring activities | 5.1 | 2.1 | 11.8 | 11.7 | ||||||||||||
| Research and development costs | 0.5 | 0.6 | 4.4 | 2.9 | ||||||||||||
| Loss from a non-strategic business | 1.4 | — | 2.6 | — | ||||||||||||
| Gain on asset disposals, net | (2.3 | ) | (3.7 | ) | (3.3 | ) | (3.9 | ) | ||||||||
| Adjusted gross profit | $ | 44.8 | $ | 45.6 | $ | 173.6 | $ | 164.0 | ||||||||
| (1) | Intangible amortization is not allocated to the segments' adjusted gross profit, but depreciation is allocated to the segments' adjusted gross profit. |
| (2) | Adjusted gross profit for the three and twelve months ended December 31, 2020, excludes losses related to a non-strategic business that was previously included in Adjusted gross profit and totals $1.4 million and $2.6 million, respectively. |
| (3) | Adjusted gross profit for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter, as previously disclosed. |
| (4) | Figures may not be clerically accurate due to rounding. |
Exhibit 99.2

| News Release |
Babcock & Wilcox Enterprises Announces Proposed Public Offering of Common Stock
Proceeds to be used to support clean energy growth initiatives and retire debt
B. Riley Financial to acquire 10.7 million shares from Vintage Capital Management
Announces intent of B. Riley Financial to exchange $35 million of its existing term loan for newly issued senior notes
(AKRON, Ohio – February 9, 2021) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced the commencement of an underwritten public offering of shares of its common stock. B&W expects to grant the underwriters a 30-day option to purchase up to an additional 15% of its common stock sold in the proposed offering. All of the shares in the offering are being offered by B&W. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. B&W intends to use the net proceeds of the offering to support clean energy growth initiatives and to substantially pay down its revolving credit facility. In addition, B. Riley Financial, Inc. intends to exchange $35 million of its existing term loan for $35 million principal amount of newly issued senior notes of B&W, having a reduced interest rate compared to its current rate of 12%.
The Company’s largest stockholders, B. Riley Financial, Inc. and Vintage Capital Management, LLC., have informed B&W that they have entered into a privately negotiated agreement pursuant to which B. Riley Financial will purchase approximately 10.7 million shares of B&W common stock from Vintage Capital Management subsequent to the closing of this offering. B&W is not party to this transaction and this transaction is not a condition of this offering. B. Riley Financial, Inc. is the parent of B. Riley Securities, Inc., the lead book-running manager in this offering.
B. Riley Securities, Inc. is serving as the lead book-running manager for the offering. D.A. Davidson & Co. and Janney Montgomery Scott are acting as joint book-running managers for the offering. Lake Street Capital Markets, LLC and National Securities Corporation are acting as co-managers for the offering.
The shares of common stock will be offered under the Company's shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission ("SEC") on February 13, 2020. The offering will be made only by means of a prospectus supplement and accompanying base prospectus, which will be filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying base prospectus for the offering may be obtained on the SEC's website at www.sec.gov, or by contacting B. Riley Securities by telephone at (703) 312-9580, or by email at [email protected]. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
Statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of the date of this press release. Such forward looking statements include, but are not limited to, statements regarding the Company's public offering of common stock, the agreement of B. Riley Financial, Inc. to acquire 10.7 million shares from Vintage Capital Management, and the intent of B. Riley Financial, Inc. to convert $35 million of its existing term loan to newly issued senior notes. Factors that could cause such actual results to differ materially from those contemplated or implied by such forward-looking statements include, without limitation, the risks associated with the unpredictable and ongoing impact of the COVID-19 pandemic and other risks described from time to time in the Company's periodic filings with the SEC, including, without limitation, the risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). These factors should be considered carefully, and B&W Enterprises cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.
About Babcock & Wilcox Enterprises
Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a global leader in energy and environmental technologies and services for the power and industrial markets.
# # #
| Investor Contact: | Media Contact: |
| Megan Wilson | Ryan Cornell |
| Vice President, Corporate Development & Investor Relations | Public Relations |
| Babcock & Wilcox Enterprises | Babcock & Wilcox Enterprises |
| 704.625.4944 | [email protected] | 330.860.1345 | [email protected] |

Exhibit 99.3
| News Release |
Babcock & Wilcox Enterprises Announces Proposed Public
Offering of $110 million of Senior Notes Due 2026
Announces intent of B. Riley Financial to exchange $35 million of its existing term loan for senior notes
Proceeds to be used to support clean energy growth initiatives and restructure senior and term debt
Revolving credit facility to be permanently reduced by 75% of the senior note value, exclusive of the value of B. Riley Financial term loan exchange
Interest on remaining Tranche A term loan to be significantly reduced
(AKRON, Ohio – February 9, 2021) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced the commencement of an underwritten public offering of $110 million aggregate principal amount of senior notes due 2026. B&W expects to grant the underwriters a 30-day option to purchase additional senior notes in connection with the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
B&W and the senior notes both received a rating of BB+ from Egan-Jones Ratings Company, an independent, unaffiliated rating agency.
The Company expects to use the net proceeds of this offering to support clean energy growth initiatives, substantially pay down its revolving credit facility and permanently reduce the facility size by 75% of the senior note value exclusive of the value of the B. Riley Financial term loan exchange. As part of the offering, B. Riley Financial, Inc. intends to exchange $35 million of its existing Tranche A term loan for $35 million principal amount of senior notes in the offering. Following the completion of the offering, the interest rate on the remaining Tranche A term loan balance will be reduced to an interest rate equal to 150 basis points less than the interest rates of the senior notes, compared to its current rate of 12%. The Company and its lenders have also amended the terms of its credit agreement to facilitate the senior notes offering, among other things.
B. Riley Securities, Inc. is acting as lead book-running manager for the offering. D.A. Davidson & Co., Janney Montgomery Scott LLC, Ladenburg Thalmann & Co. Inc., and National Securities Corporation are acting as joint book-running managers for the offering. Aegis Capital Corp., Boenning & Scattergood, Inc., Huntington Securities, Inc. and Kingswood Capital Markets, division of Benchmark Investments, Inc. are acting as co-managers for the offering.
The senior notes will be offered under the Company's shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission ("SEC") on February 13, 2020. The offering will be made only by means of a prospectus supplement and accompanying base prospectus, which will be filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying base prospectus for the offering may be obtained on the SEC's website at www.sec.gov, or by contacting B. Riley Securities by telephone at (703) 312-9580, or by email at [email protected]. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
Statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of the date of this press release. Such forward looking statements include, but are not limited to, statements regarding the Company's public offering of senior notes, the intent of a lender to convert $35 million of its existing term loan to senior notes, the revolving credit facility to be permanently reduced by 75% of the senior note value, and the interest on remaining Tranche A term loan to be significantly reduced. Factors that could cause such actual results to differ materially from those contemplated or implied by such forward-looking statements include, without limitation, the risks associated with the unpredictable and ongoing impact of the COVID-19 pandemic and other risks described from time to time in the Company's periodic filings with the SEC, including, without limitation, the risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). These factors should be considered carefully, and B&W Enterprises cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.
About
Babcock & Wilcox Enterprises
Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a
global leader in energy and environmental technologies and services for the power and industrial markets.
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| Investor Contact: | Media Contact: |
| Megan Wilson | Ryan Cornell |
| Vice President, Corporate Development & Investor Relations | Public Relations |
| Babcock & Wilcox Enterprises | Babcock & Wilcox Enterprises |
| 704.625.4944 | [email protected] | 330.860.1345 | [email protected] |
Exhibit 99.4
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Investor Presentation February 2021 B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 1 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Safe Harbor Statement B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 2 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. B&W Enterprises cautions that this presentation contains forward-looking statements, including, without limitation, statements relating to adjusted EBITDA and sales targets, expectations regarding future growth, expansion and profitability, as well as statements about B&W’s future pipeline of new projects and business within its Renewable, Environmental and Thermal operating segments and their impact on future shareholder value. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, the impact of COVID-19 on us and the capital markets and global economic climate generally; our recognition of any asset impairments as a result of any decline in the value of our assets or our efforts to dispose of any assets in the future; our ability to obtain and maintain sufficient financing to provide liquidity to meet our business objectives, surety bonds, letters of credit and similar financing; our ability to comply with the requirements of, and to service the indebtedness under, our credit agreement as amended and restated (the "A&R" Credit Agreement"); our ability to obtain waivers of required pension contributions; the highly competitive nature of our businesses and our ability to win work, including identified project opportunities in our pipeline; general economic and business conditions, including changes in interest rates and currency exchange rates; cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings; our ability to perform contracts on time and on budget, in accordance with the schedules and terms established by the applicable contracts with customers; failure by third-party subcontractors, partners or suppliers to perform their obligations on time and as specified; our ability to successfully resolve claims by vendors for goods and services provided and claims by customers for items under warranty; our ability to realize anticipated savings and operational benefits from our restructuring plans, and other cost-savings initiatives; our ability to successfully address productivity and schedule issues in our B&W Renewable and B&W Environmental segments, including the ability to complete our B&W Renewable's European EPC projects and B&W Environmental's U.S. loss projects within the expected time frame and the estimated costs; our ability to successfully partner with third parties to win and execute contracts within our B&W Environmental and B&W Renewable segments; changes in our effective tax rate and tax positions, including any limitation on our ability to use our net operating loss carryforwards and other tax assets; our ability to maintain operational support for our information systems against service outages and data corruption, as well as protection against cyber-based network security breaches and theft of data; our ability to protect our intellectual property and renew licenses to use intellectual property of third parties; our use of the percentage-of-completion method of accounting to recognize revenue over time; our ability to successfully manage research and development projects and costs, including our efforts to successfully develop and commercialize new technologies and products; the operating risks normally incident to our lines of business, including professional liability, product liability, warranty and other claims against us; changes in, or our failure or inability to comply with, laws and government regulations; actual or anticipated changes in governmental regulation, including trade and tariff policies; difficulties we may encounter in obtaining regulatory or other necessary permits or approvals; changes in, and liabilities relating to, existing or future environmental regulatory matters; changes in actuarial assumptions and market fluctuations that affect our net pension liabilities and income; potential violations of the Foreign Corrupt Practices Act; our ability to successfully compete with current and future competitors; the loss of key personnel and the continued availability of qualified personnel; our ability to negotiate and maintain good relationships with labor unions; changes in pension and medical expenses associated with our retirement benefit programs; social, political, competitive and economic situations in foreign countries where we do business or seek new business; the possibilities of war, other armed conflicts or terrorist attacks; the willingness of customers and suppliers to continue to do business with us on reasonable terms and conditions; our ability to successfully consummate strategic alternatives for non-core assets, if we determine to pursue them; and the other factors specified and set forth under "Risk Factors" in our periodic reports filed with the Securities and Exchange Commission, including, without limitation, the risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). These factors should be considered carefully, and B&W Enterprises cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. Non-GAAP Financial Measures This presentation contains information regarding our adjusted EBITDA (including calculated on a pro forma basis to show the effect of certain changes in our operations and strategic focus going forward) and adjusted gross profit, which are non GAAP financial measures. Adjusted EBITDA on a consolidated basis is defined as the sum of the adjusted EBITDA for each of the segments, plus allocations to corporate and research and development costs. At a segment level, adjusted EBITDA is consistent with the way 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 on asset sales, mark to market ("MTM") pension adjustments, restructuring and spin costs, impairments, losses on debt extinguishment, costs related to financial consulting required under the U.S. Revolving Credit Facility 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 our ongoing, operating performance before corporate overhead and other expenses not attributable to the operating performance of our revenue generating segments. In this presentation, we also present certain targets for our adjusted EBITDA in the future; these targets are not intended as guidance regarding how we believe the business will perform. We are unable to reconcile these targets to their GAAP counterparts without unreasonable effort and expense due to the aspirational nature of these targets. This presentation also presents adjusted gross profit. We believe that adjusted gross profit by segment is useful to investors to help facilitate comparisons of the ongoing, operating performance by excluding expenses related to, among other things, activities related to the spin off, activities related to various restructuring activities we have undertaken, corporate overhead (such as SG&A expenses and research and development costs) and certain non-cash expenses such as intangible amortization and goodwill impairments. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. A registration statement was previously filed by the Company with the SEC and declared effective by the SEC on February 13, 2020 and a preliminary prospectus supplement will be filed by the Company on February 9, 2021. The offering will be made only by means of a prospectus. Copies of the preliminary prospectus supplement relating to these securities may be obtained when available without charge from the offices of B. Riley Securities, Inc., at 1300 North 17th Street, Suite 1300, Arlington, VA 22209 or by calling (703) 312-9580 or by emailing [email protected]. |
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Transaction Summary 1. Actual offering size may differ from the figures shown; offering size and pricing to be determined by negotiations between the Company and the underwriters. B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 3 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Issuer Babcock & Wilcox Enterprises, Inc. (NYSE: BW) Offering Size $100 million(1) base offering 100% Primary Option 15% for 30 days, 100% Primary Use of Proceeds The Issuer anticipates using the net proceeds from this offering for the repayment of revolving credit loans or other indebtedness, and to support its clean energy growth initiatives. Expected Pricing February 9, 2021 after market close Lock-Up 90 days for the Issuer, executive officers and directors Book-Running Managers B. Riley Securities, D.A. Davidson & Co., Janney Montgomery Scott Co-Managers Lake Street, National Securities Corporation |
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Executive Summary Strong Global Brand Babcock & Wilcox has provided high-quality, innovative renewable, environmental and thermal technologies for critical power generation and industrial applications for more than 150 years. Executing a Transformation B&W is executing a robust growth strategy after: • Recovering from losses related to several expanded-scope projects, returning to its core technology and delivery model • Implementing $127 million in cost savings initiatives, with another $11 million identified, and • Extending its credit facility to June of 2022. Positioned for Growth B&W's transformation is gaining momentum, with new branding and a global expansion underway to pursue more than $5 billion in identified project opportunities in high-growth markets over the next three years. Building Toward the Future After achieving approximately $45 million in adjusted EBITDA in 2020, B&W is targeting1: • 2021 adjusted EBITDA of $70-$80 million • 2022 adjusted EBITDA of $95-$105 million B&W is pursuing a further expansion of its clean energy portfolio through innovation and acquisition. Advancing energy and environmental solutions that bring power and progress to our world (1) The most comparable GAAP target information is not available without unreasonable effort Disclaimer: B&W Enterprises cautions not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation and may be B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. impacted by the risks described in our SEC reports including, without limitation, the impact of COVID-19 on us and the capital markets and global economic climate generally. We undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. 4 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Next Generation B&W B&W FOUNDATION DRIVES GROWTH STRATEGY A Circular Economy For our economy and future generations, we continually develop ecologically sound ways of recycling resources, like biomass and waste, to create clean, renewable baseload power while reducing greenhouse gas emissions. Advanced Technologies Research & Innovation The Clear Choice for Our Climate As an industry leader in providing advanced air emissions control and energy recovery equipment and technologies, our engineered solutions are designed to reduce the environmental impact of industrial processes. Global Brand Equity High-Growth End Markets Efficient. Safe. Reliable. From the initial patent for the water-tube safety boiler to the world’s first supercritical boiler to technologies using the latest advanced steam cycles, our robust thermal energy designs deliver availability and long-term operation. Vast Installed Base The next generation Babcock & Wilcox is providing innovative environmental and renewable solutions, generating recurring revenues from a broad thermal installed base and expanding globally B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 5 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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What We Do Technologies for Renewable Power & Resource Recovery Waste-to-energy and biomass-to-energy baseload power, chemical recovery boilers for pulp & paper, multi-fuel technology, Dynagrate® and vibrating combustion grates RENEWABLE Technologies for a Clean Environment Emissions controls, ash handling systems for bottom and fly ash, submerged grind conveyors, wet, dry and hybrid cooling systems, carbon capture ENVIRONMENTAL Technologies for Efficient Steam Generation Boilers, ancillary equipment and global aftermarket parts, service and upgrade offerings to effectively utilize a wide range of fuels for power or industrial applications THERMAL Delivering value to our customers through technology-driven products and services, with 1200 active patents worldwide Continual product improvement and research and development to support future needs, including carbon capture B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 6 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Installed & Proven Technologies More than 500 waste-to-energy and biomass-to-energy units at more than 300 facilities in more than 30 countries, serving a wide range of utility, waste management, municipality and investment firm customers Combined installed capacity of our WtE technology is more than 48 million tons of waste per year and more than 5 GW of electricity from our BtE technology ~90 pulp and paper recovery boiler units in North America; at nearly 50%, the largest installed base among OEMs Key patented ADIOX® and MERCOX™ flue gas environmental technology installed in more than 120 plants Large installed base of wet and dry scrubbers to meet environmental regulations and technologies to improve ESP performance at a wide range of utility and industrial installations Nearly 2,000 cooling system units (7,000+ cells) across the globe More than 5,000 industrial water-tube package boilers installed in a variety of facilities, including refining, petro-chemical, food processing, metals and mining composite and carbon fiber, carbon black and wood products ~110 GW of baseload power generation capacity through ~330 operating fossil fuel boiler units in the U.S. ~180 operating utility and industrial boiler units across 38 countries outside of North America (excluding waste-to-energy and biomass) A vast global installation of B&W’s core technologies at utility and industrial plants, renewable plants and pulp & paper facilities create a large growth opportunity for parts, services and retrofits B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 7 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Babcock & Wilcox is a global leader in advanced environmental, renewable and thermal technologies and services for power and industrial applications. Company Profile Corporate Snapshot Consolidated 61% 62% 31% 48% 41% 34% 52% Europe America Generation & Upgrades Europe Build Note: All charts based on preliminary Full Year December 31, 2020 revenues, unless otherwise noted B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 8 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. B&W Environmental IndustrialParts & ServicesAsia & Other PowerAftermarketNorth 52%26%38% New 33%28% B&W Thermal IndustrialParts &New BuildAsia & Other 29%Services11%19% 2% PowerAftermarketNorth Generation& UpgradesAmerica 71%37%79% B&W Renewable Power GenerationParts & ServicesAsia & Other 50%72%Europe11% 49% AftermarketNorth Industrial& UpgradesAmerica 50%24%40% New Build 4% Headquarters:Akron OH, USA Founded:1867 Ownership:Public (NYSE:BW) 2020 Revenue:$566M Employees:~2,400 19% IndustrialParts & ServicesEuropeAsia & Other 38%56%20%19% 53% PowerAftermarketNorth28% Generation& UpgradesAmerica New Build 13% |
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Global footprint and ongoing expansion positions B&W to leverage market trends around the world Global Expansion Addressable Market Europe More than $7B 2021-2023 Addressable Market Asia-Pacific More than $8B Addressable Market Middle East & Africa More than $4B Manufacturing Service Facilities Future Service Facilities Construction Americas More than $8B Sales/Support Future Sales/Support Sales Reps Future Sales Reps Total pipeline more than $5B over the next 3 years excluding parts & services Target Revenue Split 2023 20-25% B&W THERMAL 35-45% 30-40% Americas APAC Europe ME/A Disclaimer: B&W Enterprises cautions not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation and may be impacted by the risks described in our SEC reports including, without limitation, the impact of COVID-19 on us and the capital markets and global economic climate generally. We undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 9 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 3-Year Pipeline $ MILLIONS $ MILLIONS $ MILLIONS B&W ENVIRONMENTAL $389 Americas APAC Europe ME/A $294$307 $25 B&W RENEWABLE $803 $398 $491 Americas APAC Europe ME/A $203 $1197 $533 $382 $3 2021-2023 Addressable Market 2021-2023 2021-2023 |
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B&W’s Waste-to-Energy Technology Reduces Methane Emissions i Methane has 84 times the Global Warming Potential (GWP) of CO2 Annual additions to landfills in the U.S.ii produce emissions equivalent to 10 million cars Landfills in the U.S.iii emit more than 330 million tons of 20-year basis GWP each year, roughly equal to 70 million carsiv B&W’s state-of-the-art technology has been installed in more than 500 units in more than 30 countries, including: • The most recent WTE facility in the U.S. (Palm Beach Renewable Energy Facility, Florida) One of the world’s largest waste treatment facilities in the world (Shenzhen East, China) • Waste-to-Energy (WTE) avoids landfilling while producing baseload clean energy WTE Technologies Boiler/steam generation island DynaGrate® combustion grate Fuel handling systems Emissions control equipment B&W is actively deploying technology today which curbs the global warming impact of methane i Anthropogenic and Natural Radiative Forcing. In: Climate Change 2013: The Physical Science Basis. Contribution of Working Group I to the Fifth Assessment Report of the Intergovernmental Panel on Climate Change [Stocker, T.F., D. Qin, G.-K. Plattner, M. Tignor, S.K. Allen, J. Boschung, A. Nauels, Y. Xia, V. Bex and P.M. Midgley (eds.)]. Cambridge University Press, Cambridge, United Kingdom and New York, NY, USA. https://www.ipcc.ch/site/assets/uploads/2018/02/WG1AR5_Chapter08_FINAL.pdf; 20-year basis ii EIA Biomass Explained: Waste-to-energy (Municipal Solid Waste), November 29, 2020 https://www.eia.gov/energyexplained/biomass/waste-to-energy.php iii EPA Landfill Methane Outreach Program: Project and Landfill Data by State; https://www.epa.gov/lmop/project-and-landfill-data-state#:~:text=The%20LMOP%20Landfill%20and%20Landfill,more%20than%202%2C600%20MSW%20landfills and EPA U.S. Greenhouse Gas Inventory 2020, Chapter 7: Waste, Section 7.1 Landfills (CRF Source Category 5A1) iv Equivalent car emissions calculated using EPA metric of 4.6 metric tons of CO2 per year per passenger car B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 10 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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B&W’s Carbon Capture Technologies are Ready for Commercial Demonstration B&W is at the forefront of developing CO2 capturing technologies Multiple technologies ready for commercial demonstration 93 active patents related to carbon capture technology Positioned to provide critical solutions to meet global climate goals State University First solvent demonstrated and coal at 250 kWth input FUELS: Pet coke Any syng gas stream with CO2 B&W has successfully tested three carbon capture technologies applicable to a wide range of fuels and processes B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 11 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Coal Natural g CDCL 250 kWth Any combustion Industrial process FUELS: Gasificationthat produces a flue Natural gas FUELS: Solid fuels (biomass, coal) Jointly developed with The Ohio Pilot testing complete on both syngas Ready for scale-up to 4 x 2.5 MWe Post-combustion amine-based solvent process Pilot testing complete at National Carbon Capture Center (NCCC) Southern Company’s Plant Gaston Reference plant design ready Pilot-scale testing complete (30 MWth) 168 MWe full-scale design ready Chemical Looping RSAT™ Post-Combustion Oxy-Fuel Combustion |
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Financial Information B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 12 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Consolidated Financial Summary Preliminary Twelve Months Ended Twelve Months Ended December 31, 2019 December 31, 2020* ($ in Millions) Revenue $ 566.3 $ 859.1 Adjusted Gross Profit $ 173.6 $ 164.0 Adjusted Gross Profit Margin % 30.7% 19.1% Operating Income (Loss) $ (1.7) $ (29.4) Adjusted EBITDA $ 45.1 $ 33.3 Adjusted EBITDA Margin % 8.0% 3.9% Note: 2020 results include the recognition in Q3 2020 of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts; figures may not be clerically accurate due to rounding; see SEC financial filings and/or slides in Appendix for reconciliation of non-GAAP measures; COVID-19 adversely impacted all segments in 2020; Adjusted EBITDA for the three and twelve months ended December 31, 2020, excludes losses related to a non-strategic business that was previously included in Adjusted EBITDA and totals $1.4 million and $2.6 million, respectively. *COVID-19 adversely impacted all segments in 2020; strategic actions in 2019 and 2020 provide the foundation for a strong 2021 and beyond B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 13 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Pro Forma Capital Structure Pro Forma Stock Offering Adjustments(1) Pro Forma Notes Offering Adjustments(2) Pro Forma Debt Repayment / Conversion Adjustments(3) Preliminary As of Dec 31, 2020 Pro Forma Total(1)(2)(3) ($ in Millions) Revolving Credit Facility - Funded(4) Last-Out Term Loans(5) Senior Notes Payable 164.3 183.3 - - - - - - 75.0 (164.3) (35.0) 35.0 - 148.3 110.0 Unrestricted Cash(6) 57.3 94.5 71.8 (164.3) 59.3 Market Common Equity(7) Com m on Shares Outstanding (m m ) (8) $ 358.8 54.5 $ 100.0 15.2 - - - - $ 458.8 69.6 Unrestricted Cash(6) Revolving Credit Facility - Availability(9) 57.3 33.7 94.5 - 71.8 - (164.3) 108.1 59.3 141.8 LTM 12/31/2020 Adjusted EBITDA - Preliminary Estimate(11) 2021 Target Adjusted EBITDA Range(12) $ 45.1 $ 70.0 - $ 80.0 - - - - - - $ 45.1 $ 70.0 - $ 80.0 Net Leverage(13) Target Net Leverage Range(14) 2.4x 1.3x - 1.5x - - - - - - NA NA Net Leverage(15) Target Net Leverage Range(16) Note: Figures may not be clerically accurate due to rounding. 6.4x 3.6x - 4.1x - - (8) (9) (10) (11) - - 54,452,480 shares of common stock outstanding as of 12/31/2020. - - 4.4x 2.5x - 2.8x (1) Includes impact of proposed $100M BW common stock offering net of gross spread. Assumes shares issued at 2/5/2021 closing price of $6.59. Actual offering size, pricing, and fees incurred may differ materially from the figures shown; offering size and pricing to be determined by negotiations between the Company and the underwriters of the common stock offering. Includes impact of proposed $75M senior notes offering net of gross spread and offering expenses. Actual offering size, pricing, and fees incurred may differ materially Assumes reduction in availability of 75% of gross proceeds of senior notes offering. Unrestricted Cash plus Revolving Credit Facility Availability. See SEC financial filings and/or slides in Appendix for reconciliation of non-GAAP measures. Full year 2020 preliminary results include the recognition in the third quarter of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts, as previously disclosed. Adjusted EBITDA for Full Year 2020 excludes losses related to a non-strategic business that was previously included in Adjusted EBITDA and totals $2.6 million Targeted range for Adjusted EBITDA in 2021 previously disclosed by BW management; the most comparable GAAP target information is not available without unreasonable effort Funded Revolving Credit Facility less unrestricted cash compared to Full Year 2020 Adjusted EBITDA - Preliminary Estimate. Funded Revolving Credit Facility less unrestricted cash compared to high and low ends of 2021 Target Adjusted EBITDA Range. Net Debt compared to Full Year 12/31/2020 Adjusted EBITDA - Preliminary Estimate. Net Debt compared to high and low ends of 2021 Target Adjusted EBITDA Range. (2) from the figures shown; offering size and pricing to be determined by negotiations between the Company and the underwriters of the senior notes offering. Includes impact of full repayment of existing Revolving Credit Facility and $35M of Term Loans exchanged for Senior Notes. Interest rate 7.47% (Base + LIBOR). Facility matures June 30, 2022. Interest payments deferred from 5/14/2020 to 8/31/2020; payable in 6 monthly installments starting (3) (4) (12) end of January 2021; B. Riley Financial, Inc. committed to provide $35 million of incremental last-out term loans through the maturity date, which will amortize the facility (13) through reductions in facility commitments over time. (14) (5) Interest rate 12.00%, no PIK. Matures December 30, 2022. Interest from 5/14/2020 to 12/31/2020 payable in BW shares using 15-Day VWAP ($2.2774/share) following (15) closing. Unrestricted Cash balance does not include Revolving Credit Facility availability. See "Liquidity" section in table above for more details on availability and total liquidity. $30 million minimum liquidity required. Reflects market capitalization on 2/5/2021 and pro forma adjustment for stock offering. (16) (6) (7) B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 14 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Total Debt Leverage: Revolver Leverage: Adjusted EBITDA: Total Liquidity(10) $ 91.0 $ 94.5 $ 71.8 $ (56.3) $ 201.0 Liquidity: Net Debt $ 290.3 $ (94.5) $ 3.3 - $ 199.1 Total Debt $ 347.6 - $ 75.0 $ (164.3) $ 258.3 Capitalization: Pro Forma Capital Structure 12/31/2020 |
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Executive Summary Strong Global Brand Babcock & Wilcox has provided high-quality, innovative renewable, environmental and thermal technologies for critical power generation and industrial applications for more than 150 years. Executing a Transformation B&W is executing a robust growth strategy after: • Recovering from losses related to several expanded-scope projects, returning to its core technology and delivery model • Implementing $127 million in cost savings initiatives, with another $11 million identified, and • Extending its credit facility to June of 2022. Positioned for Growth B&W's transformation is gaining momentum, with new branding and a global expansion underway to pursue more than $5 billion in identified project opportunities in high-growth markets over the next three years. Building Toward the Future After achieving approximately $45 million in adjusted EBITDA in 2020, B&W is targeting1: • 2021 adjusted EBITDA of $70-$80 million • 2022 adjusted EBITDA of $95-$105 million B&W is pursuing a further expansion of its clean energy portfolio through innovation and acquisition. Advancing energy and environmental solutions that bring power and progress to our world (1) The most comparable GAAP target information is not available without unreasonable effort Disclaimer: B&W Enterprises cautions not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation and may be B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. impacted by the risks described in our SEC reports including, without limitation, the impact of COVID-19 on us and the capital markets and global economic climate generally. 15 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. We undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. |
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Appendix B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 16 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Leadership Team Chairman & Chief Executive Officer Kenny Young General Counsel Chief Financial Officer Chief Operating Officer Lou Salamone Jimmy Morgan John Dziewisz Corporate Development & Investor Relations Human Resources Jacqueline Opal Megan Wilson B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 17 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Market Drivers & Opportunities Global drive toward renewable and reusable energy sources Increasing global regulatory restrictions on landfilling benefit waste-to-energy New EU regulations require higher emissions standards An aging utility boiler installed base drives stable aftermarket in the U.S. while growth in international power generation continues Water scarcity and regulations drive need for custom cooling solutions Potential for carbon legislation benefits emergent carbon-capture technologies B&W is positioned to capitalize on global trends driving the need for environmental and renewable solutions B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 18 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Growth Strategies Grow by expanding sales, service and business development teams in key international regions to serve the broad renewable, environmental and thermal markets Meet the global need for carbon reduction with patented renewable waste-to-energy & biomass and carbon-capture solutions Leverage a vast installed base and stable U.S. market to drive aftermarket parts and service sales and generate strong cash flow Provide best-in-class environmental technologies to customers across a broad array of markets to meet growing environmental regulations Core growth strategies focused on driving innovative environmental and renewable technologies, growing aftermarket sales by leveraging the installed base, and expanding internationally in key regions B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 19 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Ongoing Transformation Key strategic actions have returned the company to positive performance and positioned it for growth Focus on Strengths markets Focus on quality, high margin projects rather Leverage a vast installed base and robust historically profitable business model, with no EPC scope Financial Credibility & Profitability (1) Targets based on current visibility regarding COVID-19 impacts; it is not possible to fully predict the impacts of COVID-19 B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 20 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Focus on core products and services for environmental, renewable and thermal Increase emphasis on retrofit and aftermarket services than revenues pipeline Return the renewable business to its providing core technologies and services, Expand sales, service and business development teams internationally ACTIONACHIEVEDONGOING November 2018 New Senior Management Team led by Kenny Young x April 2019 Settlement Negotiated for Remaining Loss Contracts; Additional Financing Obtained x May 2019 EPC Loss Contracts Turned Over to Customers (5 of 6 Turned Over; Turnover Not Applicable for Last Project Under Settlement Terms) x June 2019 Sale of Non-Strategic Asset (Loibl) x July 2019 Deleveraging Event: Rights Offering x July 2019 Deleveraging Event: Debt Conversion x May 2020 Extended Credit Facility for Two Years with Further Reductions Through End of 2020 x August 2020 Strategic Organizational and Global Branding Initiative Launched x x August 2020 Board Transition to Align with Market-Focused Initiatives Complete x Ongoing Implementation of ~$127M in Cost Reductions Complete; Further $11 million identified x x Ongoing Pursuing Recoveries From Historical EPC Loss Projects; $9.1M Insurance Proceeds Received in Q3 2019; $26M Insurance Loss Recovery Recognized in Q3 2020, Proceeds Received October 2020; Pursuing Further Recoveries from Subcontractors x Ongoing Expanding Sales, Service and Business Development Teams Globally x Ongoing Preparing for 2022 Debt Refinance and Targeting 2021 adjusted EBITDA of $70-$80 million, 2022 adjusted EBITDA of $95-$105 million x |
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Financial Reporting Segments Service Overview industrial boilers, boiler cleaning, parts and service Note: Financial performance reported under new segments starting with Q3 2020 results; segment results for prior periods have been restated for comparative purposes. B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 21 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Key End MarketsProduct and Waste-to-EnergyWaste-to-energy and biomass Biomasstechnologies, aftermarket equipment Pulp & Paperupgrades, parts and service Power Oil and Gas Pulp & Paper General Industry Air emissions control and ash handling systems, cooling and energy recovery, aftermarket equipment upgrades, parts and service Power Oil and Gas General Industry Utility steam generation equipment, aftermarket equipment upgrades, |
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Preliminary Adjusted $ in Millions EBITDA Reconciliation(4) Twelve months ended December 31, 2020 2019 Adjusted EBITDA (2)(3) 45.1 33.3 Restructuring activities Financial advisory services Settlement cost to exit Vølund contract (1) Advisory fees for settlement costs and liquidity planning Litigation fees and settlement Loss on business held for sale Stock compensation Interest on letters of credit included in cost of operations Depreciation & amortization Loss from a non-strategic business Gain on asset disposals, net Operating income (loss) Interest expense, net Loss on debt extinguishment Loss on sale of business Net pension benefit before MTM MTM (loss) gain from benefit plans Foreign exchange Other – net Income (loss) before income tax expense Income tax expense Income (loss) from continuing operations Income from discontinued operations, net of tax Net income (loss) Net (income) loss attributable to non-controlling interest (11.8) (4.4) — (6.4) (2.1) (0.5) (4.6) (0.9) (16.8) (2.6) (11.7) (9.1) (6.6) (11.8) (0.5) — (3.4) — (23.6) — Notes: 3.3 3.9 (1) In March 2019, we entered into a settlement in connection with an additional B&W Renewable waste-to-energy EPC contract, for which notice to proceed was not given and the contract was not started. The settlement eliminated our obligations to act, and our risk related to acting, as the prime EPC should the project have moved forward. Adjusted EBITDA for the three and twelve months ended December 31, 2020, excludes losses related to a non-strategic business that was previously included in Adjusted EBITDA and totals $1.4 million and $2.6 million, respectively. Adjusted EBITDA for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter, as previously disclosed. Figures may not be clerically accurate due to rounding. (1.7) (60.2) (6.2) (0.1) 28.8 (24.4) 58.8 (1.1) (29.4) (94.0) (4.0) (3.6) 14.0 8.8 (16.6) 0.3 (2) $ (6.1) 8.2 $ (124.4) 5.3 (3) (14.3) 1.8 (129.7) 0.7 (12.5) — (129.0) 7.1 (4) Net income (loss) attributable to stockholders $ (12.5) $ (122.0) B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 22 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Preliminary Gross Profit Reconciliation(4) Twelve months ended December 31, $ in Millions 2020 2019 Adjusted gross profit (1) (2)(3) Operating income (loss) Selling, general and administrative ("SG&A") expenses Advisory fees and settlement costs Intangible amortization expense Restructuring activities Research and development costs Loss from a non-strategic business Gain on asset disposals, net Adjusted gross profit $ (1.7) 141.4 12.9 5.5 11.8 4.4 2.6 (3.3) $ (29.4) 150.6 27.9 4.3 11.7 2.9 — (3.9) $ 173.6 $ 164.0 Notes: (1) (2) Intangible amortization is not allocated to the segments' adjusted gross profit, but depreciation is allocated to the segments' adjusted gross profit. Adjusted gross profit for the three and twelve months ended December 31, 2020, excludes losses related to a non-strategic business that was previously included in Adjusted gross profit and totals $1.4 million and $2.6 million, respectively. Adjusted gross profit for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter, as previously disclosed. Figures may not be clerically accurate due to rounding. (3) (4) B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 23 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 24 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Products & Services Across Our Brands Steam Generation Technologies Natural Gas-fired Package Boilers Boiler Auxiliaries Combustion Grates Construction Emissions Control Solutions Cooling Systems Ash and Material Handling Operations & Maintenance Field Service Inspections Parts Retrofits/Upgrades Construction Providing “life of the plant” product and service applications across a broad array of power generation and industrial markets Note: Gas-fired package boilers are used in coal-fired and renewable plants for start-up or auxiliary power B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 25 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Aftermarket New Build |
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Key Technologies: Steam Generation Technologies Utility Boilers Waste-to-Energy Boilers Natural Gas-Fired and Other Industrial Water-Tube Boilers Biomass-Fired Boilers Process Recovery Boilers B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 26 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Single-drum, industry-standard unit for improved mill operation Fuels: Black liquor Carbon-neutral technology Fuels: Wood, wood waste, straw, sludge Bottom-or top-supported, shop-or field-assembled Fuel: Natural gas, oil, CO, waste heat and gases High pressure, high efficiency, high capacity, low emissions Fuel: Coal, oil, natural gas, multi-fuel Reduces dependency on landfills and reduces methane gas emissions Fuels: MSW, RDF |
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Key Technologies: Renewable DynaGrate® Pivoting Combustion Grate Large installed base with diverse set of customers Grate design allows for high availability and long operational time, leading to reduced O&M cost High thermal efficiency and low emissions Fuel flexibility Factory assembled modules reduce field construction Combustion Grates A Market Leader with Differentiating Technology in Waste-to-Energy Solutions B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 27 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Emissions Controls Emission Technology Solution x 3 B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 28 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Wastewater Elimination Wastewater Evaporation System (WES) via Spray Drying Air-Cooled Condensers Mercury, Dioxins, Furans Powdered Activated Carbon Injection Absorption Plus™, MercPlus™, Mitagent™ Additives SO / Acid Mist Control Wet ESPs Dry Sorbent Injection (DSI) SO2 / Acid Gas Control Wet or Seawater Flue Gas Desulfurization (FGD) Systems Semi-dry FGDs (Spray Dry Absorbers, Circulating Dry Scrubbers) Wet ESPs Dry Sorbent Injection (DSI) NO Control Selective Catalytic and Non-catalytic Reduction (SCR/SNCR) Low NOX Burners and Combustion Systems Particulate Control Pulse Jet Fabric Filters (PJFF) / Baghouses Wet and Dry Electrostatic Precipitators (ESPs) Wet Particulate Scrubbers Multiclone® Dust Collectors |
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Steam Generation & Environmental Solutions Across a Utility Plant Key Technologies: Particulate Control Technologies Environmental Solutions Steam Generator Technology Pulverizers Furnace Burners and ignitors Sootblowers Pressure parts Air heaters and air heating cleaning systems Bottom ash handling systems Particulate control Nitrogen oxides (NOx) removal Sulfur removal Mercury, dioxin and furan removal Fly ash handling systems Wastewater elimination Dry Scrubbing Technologies Wet Scrubbing Technologies Fly Ash Handling Particulate Control Technologies SCR NOx Control Technologies Boiler Pressure Parts Boiler Cleaning Equipment Fly Ash Handling Burners B&W provides a comprehensive array of proprietary technology and experience to utility power generation customers Boiler Auxiliary Components: Fans, Air Heaters, etc. Pulverizers Bottom Ash Handling B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 29 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Steam Generation, Combustion Grates & Flue Gas Treatment Across a Waste-to-Energy Plant Key Technologies: Proven, proprietary DynaGrate® combustion grate offers high reliability, maximizing waste throughput and MW output Advanced NextBAT® technology provides a thermal efficiency of 99% and 95-99% clean flue gas NextBAT® meets the EU BREF(1) requirements (1) Best Available Technologies (BAT) Reference Document On-line Boiler Washing System™ Baghouse filter Inconel® cladded 1st and 2nd b ler pass Conditioning tower CUTNOX® in combination with SNCR VoluMix™ zone in 1st pass Water-ooled DynaGrate® Combustion chamber wit Inconel cladded walls B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 30 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Submerged Grind Conveyor Ash Handling Designed to meet current and future U.S. regulatory requirements for ash handling with: Lower equipment cost Lower installation cost • Utilize existing hoppers and gate valves • No modification to hopper Short outage required Short lead time Available redundancy under the boiler Lower O&M costs An innovative solution to eliminate ash ponds B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 31 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Clean Coal Solutions Ready for Deployment Oxy-Fired Combustion Oxy-coal combustion technology “Near-zero” emissions 30 MW demonstration complete Full-scale design ready RSAT TM (Regenerable Solvent Absorption Technology) Post-combustion technology Patented amine-based solvent process Pilot commissioning complete Installed base retrofit application Carbon Capture Technology for the 1000 GW of Global Coal Installed Base B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 32 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Chemical Looping Combustion (CLC) in Development Advanced process for clean power generation and CO2 capture A flameless, oxy-combustion process using oxidation-reduction reactions to process fuel and produce energy for power generation Produces a concentrated CO2 stream that can be captured, cleaned and compressed for use or permanent storage Lower cost, higher efficiency Working in collaboration with The Ohio State University CDCL 250 kWth Potential extension beyond power generation Process can be modified to convert carbon-based fuels—coal, biomass and natural gas—to electricity, syngas, chemicals, liquid fuels or hydrogen B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 33 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Cooling Systems WET DRY B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 34 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Optimization Services Specialized services to maximize plant performance and minimize costs and maintenance Air Fin Coolers Cost-effective designs using embedded or wrapped tubes to meet required thermal, mechanical, noise and space requirements Air-Cooled Condensers Water preservation technology customized for high-performance, long-life, low noise, corrosion-resistant applications MATERIAL OPTIONS: WOOD | CONCRETE | FIBER-REINFORCED POLYMER (FRP) Natural Draft/Hyperbolic Fanless design provides low power, noise and maintenance, as well as long operating lifecycle Mechanical Draft Counterflow for cost-effective thermal performance; crossflow for low energy consumption and operating costs |
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Key Technologies: Global Parts & Service Maintaining/improving plant operation: Projects for extending the life of power, process and environmental equipment Upgrades & Retrofits Supplying components for system reliability: High-quality standard or custom-engineered pressure and non-pressure parts Replacement Parts Enhancing efficiency with proven technology: Diagnostic, monitoring, tuning and control systems for combustion, cleaning and cooling equipment Optimization Systems Evaluating options for improved performance: Expert people, tools and processes to measure, model, design, deliver, train and project manage Engineering Services Adding value through constructability: Safe execution of new installation, retrofits, system maintenance/repair, plant modifications Construction B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 35 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Eos Energy Storage October 2020 partnership with Eos Energy Storage, LLC to sell and service Eos’ innovative, patented Eos Znyth® zinc battery solution for industrial and utility-scale energy storage adds a new clean energy technology capability to B&W’s range of renewable energy solutions. B&W will market Eos’ battery storage solutions globally B&W is exclusive preferred installer in U.S. and Canada Eos Znyth® zinc battery technology is: • • • • High Energy Efficiency Safe Non-flammable Flexible • • • • Scalable Modular Low Cost Durable Applications • Industrial • Commercial • Power Utilities Innovative Battery Storage System Solution B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 36 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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r BWI BABCOCK & WILCOX NEW ABLE BWI BABCOCK & WILCOX IRONMENTAL r WBABCOCK B-& WILCOX ERMAL |
Exhibit 99.5
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Investor Presentation February 2021 B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 1 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
Safe Harbor Statement B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 2 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. B&W Enterprises cautions that this presentation contains forward-looking statements, including, without limitation, statements relating to adjusted EBITDA and sales targets, expectations regarding future growth, expansion and profitability, as well as statements about B&W’s future pipeline of new projects and business within its Renewable, Environmental and Thermal operating segments and their impact on future shareholder value. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, the impact of COVID-19 on us and the capital markets and global economic climate generally; our recognition of any asset impairments as a result of any decline in the value of our assets or our efforts to dispose of any assets in the future; our ability to obtain and maintain sufficient financing to provide liquidity to meet our business objectives, surety bonds, letters of credit and similar financing; our ability to comply with the requirements of, and to service the indebtedness under, our credit agreement as amended and restated (the "A&R" Credit Agreement"); our ability to obtain waivers of required pension contributions; the highly competitive nature of our businesses and our ability to win work, including identified project opportunities in our pipeline; general economic and business conditions, including changes in interest rates and currency exchange rates; cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings; our ability to perform contracts on time and on budget, in accordance with the schedules and terms established by the applicable contracts with customers; failure by third-party subcontractors, partners or suppliers to perform their obligations on time and as specified; our ability to successfully resolve claims by vendors for goods and services provided and claims by customers for items under warranty; our ability to realize anticipated savings and operational benefits from our restructuring plans, and other cost-savings initiatives; our ability to successfully address productivity and schedule issues in our B&W Renewable and B&W Environmental segments, including the ability to complete our B&W Renewable's European EPC projects and B&W Environmental's U.S. loss projects within the expected time frame and the estimated costs; our ability to successfully partner with third parties to win and execute contracts within our B&W Environmental and B&W Renewable segments; changes in our effective tax rate and tax positions, including any limitation on our ability to use our net operating loss carryforwards and other tax assets; our ability to maintain operational support for our information systems against service outages and data corruption, as well as protection against cyber-based network security breaches and theft of data; our ability to protect our intellectual property and renew licenses to use intellectual property of third parties; our use of the percentage-of-completion method of accounting to recognize revenue over time; our ability to successfully manage research and development projects and costs, including our efforts to successfully develop and commercialize new technologies and products; the operating risks normally incident to our lines of business, including professional liability, product liability, warranty and other claims against us; changes in, or our failure or inability to comply with, laws and government regulations; actual or anticipated changes in governmental regulation, including trade and tariff policies; difficulties we may encounter in obtaining regulatory or other necessary permits or approvals; changes in, and liabilities relating to, existing or future environmental regulatory matters; changes in actuarial assumptions and market fluctuations that affect our net pension liabilities and income; potential violations of the Foreign Corrupt Practices Act; our ability to successfully compete with current and future competitors; the loss of key personnel and the continued availability of qualified personnel; our ability to negotiate and maintain good relationships with labor unions; changes in pension and medical expenses associated with our retirement benefit programs; social, political, competitive and economic situations in foreign countries where we do business or seek new business; the possibilities of war, other armed conflicts or terrorist attacks; the willingness of customers and suppliers to continue to do business with us on reasonable terms and conditions; our ability to successfully consummate strategic alternatives for non-core assets, if we determine to pursue them; and the other factors specified and set forth under "Risk Factors" in our periodic reports filed with the Securities and Exchange Commission, including, without limitation, the risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). These factors should be considered carefully, and B&W Enterprises cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. Non-GAAP Financial Measures This presentation contains information regarding our adjusted EBITDA (including calculated on a pro forma basis to show the effect of certain changes in our operations and strategic focus going forward) and adjusted gross profit, which are non GAAP financial measures. Adjusted EBITDA on a consolidated basis is defined as the sum of the adjusted EBITDA for each of the segments, plus allocations to corporate and research and development costs. At a segment level, adjusted EBITDA is consistent with the way 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 on asset sales, mark to market ("MTM") pension adjustments, restructuring and spin costs, impairments, losses on debt extinguishment, costs related to financial consulting required under the U.S. Revolving Credit Facility 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 our ongoing, operating performance before corporate overhead and other expenses not attributable to the operating performance of our revenue generating segments. In this presentation, we also present certain targets for our adjusted EBITDA in the future; these targets are not intended as guidance regarding how we believe the business will perform. We are unable to reconcile these targets to their GAAP counterparts without unreasonable effort and expense due to the aspirational nature of these targets. This presentation also presents adjusted gross profit. We believe that adjusted gross profit by segment is useful to investors to help facilitate comparisons of the ongoing, operating performance by excluding expenses related to, among other things, activities related to the spin off, activities related to various restructuring activities we have undertaken, corporate overhead (such as SG&A expenses and research and development costs) and certain non-cash expenses such as intangible amortization and goodwill impairments. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. A registration statement was previously filed by the Company with the SEC and declared effective by the SEC on February 13, 2020 and a preliminary prospectus supplement will be filed by the Company on February 9, 2021. The offering will be made only by means of a prospectus. Copies of the preliminary prospectus supplement relating to these securities may be obtained when available without charge from the offices of B. Riley Securities, Inc., at 1300 North 17th Street, Suite 1300, Arlington, VA 22209 or by calling (703) 312-9580 or by emailing [email protected].
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Transaction Summary support its clean energy growth initiatives. Investments, Inc. 1. Actual offering size and pricing may differ from the figures shown; offering size and pricing to be determined by negotiations between the Company and the underwriter. 2. B. Riley Financial, Inc. intends to exchange $35 million of its existing Tranche A term loan for $35 million principal amount (1,400,000 Notes) of notes in the offering. Amount shown includes exchanged Notes. B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 3 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Issuer Babcock & Wilcox Enterprises, Inc. (NYSE: BW) Security Senior Unsecured Notes Proposed Ticker / Exchange BWSN / NYSE Offering Size $110,000,000(1)(2) Notes Offered 4,400,000(1)(2) Overallotment Option 15% Principal Amount per Note $25.00 Coupon 8.25% area(1) Maturity The Notes will mature on February 28, 2026, unless redeemed prior to maturity Call Feature The Notes may be redeemed for cash in whole or in part at any time at the Issuer’s option (i) on or after February 28, 2022 and prior to February 28, 2023, at a price equal to $25.75 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after February 28, 2023 and prior to February 29, 2024, at a price equal to $25.50 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, (iii) on or after February 29, 2024 and prior to February 28, 2025, at a price equal to $25.25 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iv) on or after February 28, 2025 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. In each case, redemption shall be upon notice not fewer than 30 days and not more than 60 days prior to the date fixed for redemption. Use of Proceeds The Issuer anticipates using the net proceeds from this offering for the repayment of revolving credit loans or other indebtedness, and to Expected Pricing Date February 11, 2021 (subject to acceleration) Book-Running Managers B. Riley Securities, D.A. Davidson & Co., Janney Montgomery Scott, Ladenburg Thalmann, National Securities Corporation Co-Managers Aegis Capital Corp., Boenning & Scattergood, Huntington Capital Markets, Kingswood Capital Markets, division of Benchmark |
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Executive Summary Strong Global Brand Babcock & Wilcox has provided high-quality, innovative renewable, environmental and thermal technologies for critical power generation and industrial applications for more than 150 years. Executing a Transformation B&W is executing a robust growth strategy after: • Recovering from losses related to several expanded-scope projects, returning to its core technology and delivery model • Implementing $127 million in cost savings initiatives, with another $11 million identified, and • Extending its credit facility to June of 2022. Positioned for Growth B&W's transformation is gaining momentum, with new branding and a global expansion underway to pursue more than $5 billion in identified project opportunities in high-growth markets over the next three years. Building Toward the Future After achieving approximately $45 million in adjusted EBITDA in 2020, B&W is targeting1: • 2021 adjusted EBITDA of $70-$80 million • 2022 adjusted EBITDA of $95-$105 million B&W is pursuing a further expansion of its clean energy portfolio through innovation and acquisition. Advancing energy and environmental solutions that bring power and progress to our world (1) The most comparable GAAP target information is not available without unreasonable effort Disclaimer: B&W Enterprises cautions not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation and may be B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. impacted by the risks described in our SEC reports including, without limitation, the impact of COVID-19 on us and the capital markets and global economic climate generally. We undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. 4 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Next Generation B&W B&W FOUNDATION DRIVES GROWTH STRATEGY A Circular Economy For our economy and future generations, we continually develop ecologically sound ways of recycling resources, like biomass and waste, to create clean, renewable baseload power while reducing greenhouse gas emissions. Advanced Technologies Research & Innovation The Clear Choice for Our Climate As an industry leader in providing advanced air emissions control and energy recovery equipment and technologies, our engineered solutions are designed to reduce the environmental impact of industrial processes. Global Brand Equity High-Growth End Markets Efficient. Safe. Reliable. From the initial patent for the water-tube safety boiler to the world’s first supercritical boiler to technologies using the latest advanced steam cycles, our robust thermal energy designs deliver availability and long-term operation. Vast Installed Base The next generation Babcock & Wilcox is providing innovative environmental and renewable solutions, generating recurring revenues from a broad thermal installed base and expanding globally B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 5 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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What We Do Technologies for Renewable Power & Resource Recovery Waste-to-energy and biomass-to-energy baseload power, chemical recovery boilers for pulp & paper, multi-fuel technology, Dynagrate® and vibrating combustion grates RENEWABLE Technologies for a Clean Environment Emissions controls, ash handling systems for bottom and fly ash, submerged grind conveyors, wet, dry and hybrid cooling systems, carbon capture ENVIRONMENTAL Technologies for Efficient Steam Generation Boilers, ancillary equipment and global aftermarket parts, service and upgrade offerings to effectively utilize a wide range of fuels for power or industrial applications THERMAL Delivering value to our customers through technology-driven products and services, with 1200 active patents worldwide Continual product improvement and research and development to support future needs, including carbon capture B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 6 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Installed & Proven Technologies More than 500 waste-to-energy and biomass-to-energy units at more than 300 facilities in more than 30 countries, serving a wide range of utility, waste management, municipality and investment firm customers Combined installed capacity of our WtE technology is more than 48 million tons of waste per year and more than 5 GW of electricity from our BtE technology ~90 pulp and paper recovery boiler units in North America; at nearly 50%, the largest installed base among OEMs Key patented ADIOX® and MERCOX™ flue gas environmental technology installed in more than 120 plants Large installed base of wet and dry scrubbers to meet environmental regulations and technologies to improve ESP performance at a wide range of utility and industrial installations Nearly 2,000 cooling system units (7,000+ cells) across the globe More than 5,000 industrial water-tube package boilers installed in a variety of facilities, including refining, petro-chemical, food processing, metals and mining composite and carbon fiber, carbon black and wood products ~110 GW of baseload power generation capacity through ~330 operating fossil fuel boiler units in the U.S. ~180 operating utility and industrial boiler units across 38 countries outside of North America (excluding waste-to-energy and biomass) A vast global installation of B&W’s core technologies at utility and industrial plants, renewable plants and pulp & paper facilities create a large growth opportunity for parts, services and retrofits B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 7 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Babcock & Wilcox is a global leader in advanced environmental, renewable and thermal technologies and services for power and industrial applications. Company Profile Corporate Snapshot Consolidated 61% 62% 31% 48% 41% 34% 52% Europe America Generation & Upgrades Europe Build Note: All charts based on preliminary Full Year December 31, 2020 revenues, unless otherwise noted B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 8 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. B&W Environmental IndustrialParts & ServicesAsia & Other PowerAftermarketNorth 52%26%38% New 33%28% B&W Thermal IndustrialParts &New BuildAsia & Other 29%Services11%19% 2% PowerAftermarketNorth Generation& UpgradesAmerica 71%37%79% B&W Renewable Power GenerationParts & ServicesAsia & Other 50%72%Europe11% 49% AftermarketNorth Industrial& UpgradesAmerica 50%24%40% New Build 4% Headquarters:Akron OH, USA Founded:1867 Ownership:Public (NYSE:BW) 2020 Revenue:$566M Employees:~2,400 19% IndustrialParts & ServicesEuropeAsia & Other 38%56%20%19% 53% PowerAftermarketNorth28% Generation& UpgradesAmerica New Build 13% |
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Global footprint and ongoing expansion positions B&W to leverage market trends around the world Global Expansion Addressable Market Europe More than $7B 2021-2023 Addressable Market Asia-Pacific More than $8B Addressable Market Middle East & Africa More than $4B Manufacturing Service Facilities Future Service Facilities Construction Americas More than $8B Sales/Support Future Sales/Support Sales Reps Future Sales Reps Total pipeline more than $5B over the next 3 years excluding parts & services Target Revenue Split 2023 20-25% B&W THERMAL 35-45% 30-40% Americas APAC Europe ME/A Disclaimer: B&W Enterprises cautions not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation and may be impacted by the risks described in our SEC reports including, without limitation, the impact of COVID-19 on us and the capital markets and global economic climate generally. We undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 9 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. 3-Year Pipeline $ MILLIONS $ MILLIONS $ MILLIONS B&W ENVIRONMENTAL $389 Americas APAC Europe ME/A $294$307 $25 B&W RENEWABLE $803 $398 $491 Americas APAC Europe ME/A $203 $1197 $533 $382 $3 2021-2023 Addressable Market 2021-2023 2021-2023 |
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B&W’s Waste-to-Energy Technology Reduces Methane Emissions i Methane has 84 times the Global Warming Potential (GWP) of CO2 Annual additions to landfills in the U.S.ii produce emissions equivalent to 10 million cars Landfills in the U.S.iii emit more than 330 million tons of 20-year basis GWP each year, roughly equal to 70 million carsiv B&W’s state-of-the-art technology has been installed in more than 500 units in more than 30 countries, including: • The most recent WTE facility in the U.S. (Palm Beach Renewable Energy Facility, Florida) One of the world’s largest waste treatment facilities in the world (Shenzhen East, China) • Waste-to-Energy (WTE) avoids landfilling while producing baseload clean energy WTE Technologies Boiler/steam generation island DynaGrate® combustion grate Fuel handling systems Emissions control equipment B&W is actively deploying technology today which curbs the global warming impact of methane i Anthropogenic and Natural Radiative Forcing. In: Climate Change 2013: The Physical Science Basis. Contribution of Working Group I to the Fifth Assessment Report of the Intergovernmental Panel on Climate Change [Stocker, T.F., D. Qin, G.-K. Plattner, M. Tignor, S.K. Allen, J. Boschung, A. Nauels, Y. Xia, V. Bex and P.M. Midgley (eds.)]. Cambridge University Press, Cambridge, United Kingdom and New York, NY, USA. https://www.ipcc.ch/site/assets/uploads/2018/02/WG1AR5_Chapter08_FINAL.pdf; 20-year basis ii EIA Biomass Explained: Waste-to-energy (Municipal Solid Waste), November 29, 2020 https://www.eia.gov/energyexplained/biomass/waste-to-energy.php iii EPA Landfill Methane Outreach Program: Project and Landfill Data by State; https://www.epa.gov/lmop/project-and-landfill-data-state#:~:text=The%20LMOP%20Landfill%20and%20Landfill,more%20than%202%2C600%20MSW%20landfills and EPA U.S. Greenhouse Gas Inventory 2020, Chapter 7: Waste, Section 7.1 Landfills (CRF Source Category 5A1) iv Equivalent car emissions calculated using EPA metric of 4.6 metric tons of CO2 per year per passenger car B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 10 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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B&W’s Carbon Capture Technologies are Ready for Commercial Demonstration B&W is at the forefront of developing CO2 capturing technologies Multiple technologies ready for commercial demonstration 93 active patents related to carbon capture technology Positioned to provide critical solutions to meet global climate goals State University First solvent demonstrated and coal at 250 kWth input FUELS: Pet coke Any syng gas stream with CO2 B&W has successfully tested three carbon capture technologies applicable to a wide range of fuels and processes B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 11 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. CoalNatural g CDCL 250 kWth Any combustionIndustrial process FUELS:Gasificationthat produces a flue Natural gas FUELS:Solid fuels (biomass, coal) Jointly developed with The Ohio Pilot testing complete on both syngas Ready for scale-up to 4 x 2.5 MWe Post-combustion amine-based solvent process Pilot testing complete at National Carbon Capture Center (NCCC) Southern Company’s Plant Gaston Reference plant design ready Pilot-scale testing complete (30 MWth) 168 MWe full-scale design ready Chemical Looping RSAT™ Post-Combustion Oxy-Fuel Combustion |
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Financial Information B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 12 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Consolidated Financial Summary Preliminary Twelve Months Ended Twelve Months Ended December 31, 2019 December 31, 2020* ($ in Millions) Revenue $ 566.3 $ 859.1 Adjusted Gross Profit $ 173.6 $ 164.0 Adjusted Gross Profit Margin % 30.7% 19.1% Operating Income (Loss) $ (1.7) $ (29.4) Adjusted EBITDA $ 45.1 $ 33.3 Adjusted EBITDA Margin % 8.0% 3.9% Note: 2020 results include the recognition in Q3 2020 of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts; figures may not be clerically accurate due to rounding; see SEC financial filings and/or slides in Appendix for reconciliation of non-GAAP measures; COVID-19 adversely impacted all segments in 2020; Adjusted EBITDA for the three and twelve months ended December 31, 2020, excludes losses related to a non-strategic business that was previously included in Adjusted EBITDA and totals $1.4 million and $2.6 million, respectively. *COVID-19 adversely impacted all segments in 2020; strategic actions in 2019 and 2020 provide the foundation for a strong 2021 and beyond B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 13 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
Pro Forma Capital Structure Pro Forma Stock Offering Adjustments(1) Pro Forma Notes Offering Adjustments(2) Pro Forma Debt Repayment / Conversion Adjustments(3) Preliminary As of Dec 31, 2020 Pro Forma Total(1)(2)(3) ($ in Millions) Revolving Credit Facility - Funded(4) Last-Out Term Loans(5) Senior Notes Payable 164.3 183.3 - - - - - - 75.0 (164.3) (35.0) 35.0 - 148.3 110.0 Unrestricted Cash(6) 57.3 94.5 71.8 (164.3) 59.3 Market Common Equity(7) Com m on Shares Outstanding (m m ) (8) $ 358.8 54.5 $ 100.0 15.2 - - - - $ 458.8 69.6 Unrestricted Cash(6) Revolving Credit Facility - Availability(9) 57.3 33.7 94.5 - 71.8 - (164.3) 108.1 59.3 141.8 LTM 12/31/2020 Adjusted EBITDA - Preliminary Estimate(11) 2021 Target Adjusted EBITDA Range(12) $ 45.1 $ 70.0 - $ 80.0 - - - - - - $ 45.1 $ 70.0 - $ 80.0 Net Leverage(13) Target Net Leverage Range(14) 2.4x 1.3x - 1.5x - - - - - - NA NA Net Leverage(15) Target Net Leverage Range(16) Note: Figures may not be clerically accurate due to rounding. 6.4x 3.6x - 4.1x - - (8) (9) (10) (11) - - 54,452,480 shares of common stock outstanding as of 12/31/2020. - - 4.4x 2.5x - 2.8x (1) Includes impact of proposed $100M BW common stock offering net of gross spread. Assumes shares issued at 2/5/2021 closing price of $6.59. Actual offering size, pricing, and fees incurred may differ materially from the figures shown; offering size and pricing to be determined by negotiations between the Company and the underwriters of the common stock offering. Includes impact of proposed $75M senior notes offering net of gross spread and offering expenses. Actual offering size, pricing, and fees incurred may differ materially Assumes reduction in availability of 75% of gross proceeds of senior notes offering. Unrestricted Cash plus Revolving Credit Facility Availability. See SEC financial filings and/or slides in Appendix for reconciliation of non-GAAP measures. Full year 2020 preliminary results include the recognition in the third quarter of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts, as previously disclosed. Adjusted EBITDA for Full Year 2020 excludes losses related to a non-strategic business that was previously included in Adjusted EBITDA and totals $2.6 million Targeted range for Adjusted EBITDA in 2021 previously disclosed by BW management; the most comparable GAAP target information is not available without unreasonable effort Funded Revolving Credit Facility less unrestricted cash compared to Full Year 2020 Adjusted EBITDA - Preliminary Estimate. Funded Revolving Credit Facility less unrestricted cash compared to high and low ends of 2021 Target Adjusted EBITDA Range. Net Debt compared to Full Year 12/31/2020 Adjusted EBITDA - Preliminary Estimate. Net Debt compared to high and low ends of 2021 Target Adjusted EBITDA Range. (2) from the figures shown; offering size and pricing to be determined by negotiations between the Company and the underwriters of the senior notes offering. Includes impact of full repayment of existing Revolving Credit Facility and $35M of Term Loans exchanged for Senior Notes. Interest rate 7.47% (Base + LIBOR). Facility matures June 30, 2022. Interest payments deferred from 5/14/2020 to 8/31/2020; payable in 6 monthly installments starting (3) (4) (12) end of January 2021; B. Riley Financial, Inc. committed to provide $35 million of incremental last-out term loans through the maturity date, which will amortize the facility (13) through reductions in facility commitments over time. (14) (5) Interest rate 12.00%, no PIK. Matures December 30, 2022. Interest from 5/14/2020 to 12/31/2020 payable in BW shares using 15-Day VWAP ($2.2774/share) following (15) closing. Unrestricted Cash balance does not include Revolving Credit Facility availability. See "Liquidity" section in table above for more details on availability and total liquidity. $30 million minimum liquidity required. Reflects market capitalization on 2/5/2021 and pro forma adjustment for stock offering. (16) (6) (7) B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 14 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Total Debt Leverage: Revolver Leverage: Adjusted EBITDA: Total Liquidity(10) $ 91.0 $ 94.5 $ 71.8 $ (56.3) $ 201.0 Liquidity: Net Debt $ 290.3 $ (94.5) $ 3.3 - $ 199.1 Total Debt $ 347.6 - $ 75.0 $ (164.3) $ 258.3 Capitalization: Pro Forma Capital Structure 12/31/2020
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Executive Summary Strong Global Brand Babcock & Wilcox has provided high-quality, innovative renewable, environmental and thermal technologies for critical power generation and industrial applications for more than 150 years. Executing a Transformation B&W is executing a robust growth strategy after: • Recovering from losses related to several expanded-scope projects, returning to its core technology and delivery model • Implementing $127 million in cost savings initiatives, with another $11 million identified, and • Extending its credit facility to June of 2022. Positioned for Growth B&W's transformation is gaining momentum, with new branding and a global expansion underway to pursue more than $5 billion in identified project opportunities in high-growth markets over the next three years. Building Toward the Future After achieving approximately $45 million in adjusted EBITDA in 2020, B&W is targeting1: • 2021 adjusted EBITDA of $70-$80 million • 2022 adjusted EBITDA of $95-$105 million B&W is pursuing a further expansion of its clean energy portfolio through innovation and acquisition. Advancing energy and environmental solutions that bring power and progress to our world (1) The most comparable GAAP target information is not available without unreasonable effort Disclaimer: B&W Enterprises cautions not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation and may be B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. impacted by the risks described in our SEC reports including, without limitation, the impact of COVID-19 on us and the capital markets and global economic climate generally. 15 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. We undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law. |
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Appendix B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 16 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Leadership Team Chairman & Chief Executive Officer Kenny Young General Counsel Chief Financial Officer Chief Operating Officer Lou Salamone Jimmy Morgan John Dziewisz Corporate Development & Investor Relations Human Resources Jacqueline Opal Megan Wilson B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 17 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Market Drivers & Opportunities Global drive toward renewable and reusable energy sources Increasing global regulatory restrictions on landfilling benefit waste-to-energy New EU regulations require higher emissions standards An aging utility boiler installed base drives stable aftermarket in the U.S. while growth in international power generation continues Water scarcity and regulations drive need for custom cooling solutions Potential for carbon legislation benefits emergent carbon-capture technologies B&W is positioned to capitalize on global trends driving the need for environmental and renewable solutions B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 18 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Growth Strategies Grow by expanding sales, service and business development teams in key international regions to serve the broad renewable, environmental and thermal markets Meet the global need for carbon reduction with patented renewable waste-to-energy & biomass and carbon-capture solutions Leverage a vast installed base and stable U.S. market to drive aftermarket parts and service sales and generate strong cash flow Provide best-in-class environmental technologies to customers across a broad array of markets to meet growing environmental regulations Core growth strategies focused on driving innovative environmental and renewable technologies, growing aftermarket sales by leveraging the installed base, and expanding internationally in key regions B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 19 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Ongoing Transformation Key strategic actions have returned the company to positive performance and positioned it for growth Focus on Strengths markets Focus on quality, high margin projects rather Leverage a vast installed base and robust historically profitable business model, with no EPC scope Financial Credibility & Profitability (1) Targets based on current visibility regarding COVID-19 impacts; it is not possible to fully predict the impacts of COVID-19 B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 20 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Focus on core products and services for environmental, renewable and thermal Increase emphasis on retrofit and aftermarket services than revenues pipeline Return the renewable business to its providing core technologies and services, Expand sales, service and business development teams internationally ACTIONACHIEVEDONGOING November 2018 New Senior Management Team led by Kenny Young x April 2019 Settlement Negotiated for Remaining Loss Contracts; Additional Financing Obtained x May 2019 EPC Loss Contracts Turned Over to Customers (5 of 6 Turned Over; Turnover Not Applicable for Last Project Under Settlement Terms) x June 2019 Sale of Non-Strategic Asset (Loibl) x July 2019 Deleveraging Event: Rights Offering x July 2019 Deleveraging Event: Debt Conversion x May 2020 Extended Credit Facility for Two Years with Further Reductions Through End of 2020 x August 2020 Strategic Organizational and Global Branding Initiative Launched x x August 2020 Board Transition to Align with Market-Focused Initiatives Complete x Ongoing Implementation of ~$127M in Cost Reductions Complete; Further $11 million identified x x Ongoing Pursuing Recoveries From Historical EPC Loss Projects; $9.1M Insurance Proceeds Received in Q3 2019; $26M Insurance Loss Recovery Recognized in Q3 2020, Proceeds Received October 2020; Pursuing Further Recoveries from Subcontractors x Ongoing Expanding Sales, Service and Business Development Teams Globally x Ongoing Preparing for 2022 Debt Refinance and Targeting 2021 adjusted EBITDA of $70-$80 million, 2022 adjusted EBITDA of $95-$105 million x |
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Financial Reporting Segments Service Overview industrial boilers, boiler cleaning, parts and service Note: Financial performance reported under new segments starting with Q3 2020 results; segment results for prior periods have been restated for comparative purposes. B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 21 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Key End MarketsProduct and Waste-to-EnergyWaste-to-energy and biomass Biomasstechnologies, aftermarket equipment Pulp & Paperupgrades, parts and service Power Oil and Gas Pulp & Paper General Industry Air emissions control and ash handling systems, cooling and energy recovery, aftermarket equipment upgrades, parts and service Power Oil and Gas General Industry Utility steam generation equipment, aftermarket equipment upgrades, |
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Preliminary Adjusted $ in Millions EBITDA Reconciliation(4) Twelve months ended December 31, 2020 2019 Adjusted EBITDA (2)(3) 45.1 33.3 Restructuring activities Financial advisory services Settlement cost to exit Vølund contract (1) Advisory fees for settlement costs and liquidity planning Litigation fees and settlement Loss on business held for sale Stock compensation Interest on letters of credit included in cost of operations Depreciation & amortization Loss from a non-strategic business Gain on asset disposals, net Operating income (loss) Interest expense, net Loss on debt extinguishment Loss on sale of business Net pension benefit before MTM MTM (loss) gain from benefit plans Foreign exchange Other – net Income (loss) before income tax expense Income tax expense Income (loss) from continuing operations Income from discontinued operations, net of tax Net income (loss) Net (income) loss attributable to non-controlling interest (11.8) (4.4) — (6.4) (2.1) (0.5) (4.6) (0.9) (16.8) (2.6) (11.7) (9.1) (6.6) (11.8) (0.5) — (3.4) — (23.6) — Notes: 3.3 3.9 (1) In March 2019, we entered into a settlement in connection with an additional B&W Renewable waste-to-energy EPC contract, for which notice to proceed was not given and the contract was not started. The settlement eliminated our obligations to act, and our risk related to acting, as the prime EPC should the project have moved forward. Adjusted EBITDA for the three and twelve months ended December 31, 2020, excludes losses related to a non-strategic business that was previously included in Adjusted EBITDA and totals $1.4 million and $2.6 million, respectively. Adjusted EBITDA for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter, as previously disclosed. Figures may not be clerically accurate due to rounding. (1.7) (60.2) (6.2) (0.1) 28.8 (24.4) 58.8 (1.1) (29.4) (94.0) (4.0) (3.6) 14.0 8.8 (16.6) 0.3 (2) $ (6.1) 8.2 $ (124.4) 5.3 (3) (14.3) 1.8 (129.7) 0.7 (12.5) — (129.0) 7.1 (4) Net income (loss) attributable to stockholders $ (12.5) $ (122.0) B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 22 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Preliminary Gross Profit Reconciliation(4) Twelve months ended December 31, $ in Millions 2020 2019 Adjusted gross profit (1) (2)(3) Operating income (loss) Selling, general and administrative ("SG&A") expenses Advisory fees and settlement costs Intangible amortization expense Restructuring activities Research and development costs Loss from a non-strategic business Gain on asset disposals, net Adjusted gross profit $ (1.7) 141.4 12.9 5.5 11.8 4.4 2.6 (3.3) $ (29.4) 150.6 27.9 4.3 11.7 2.9 — (3.9) $ 173.6 $ 164.0 Notes: (1) (2) Intangible amortization is not allocated to the segments' adjusted gross profit, but depreciation is allocated to the segments' adjusted gross profit. Adjusted gross profit for the three and twelve months ended December 31, 2020, excludes losses related to a non-strategic business that was previously included in Adjusted gross profit and totals $1.4 million and $2.6 million, respectively. Adjusted gross profit for the twelve months ended December 31, 2020, include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts in the third quarter, as previously disclosed. Figures may not be clerically accurate due to rounding. (3) (4) B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 23 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 24 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Products & Services Across Our Brands Steam Generation Technologies Natural Gas-fired Package Boilers Boiler Auxiliaries Combustion Grates Construction Emissions Control Solutions Cooling Systems Ash and Material Handling Operations & Maintenance Field Service Inspections Parts Retrofits/Upgrades Construction Providing “life of the plant” product and service applications across a broad array of power generation and industrial markets Note: Gas-fired package boilers are used in coal-fired and renewable plants for start-up or auxiliary power B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 25 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Aftermarket New Build |
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Key Technologies: Steam Generation Technologies Utility Boilers Waste-to-Energy Boilers Natural Gas-Fired and Other Industrial Water-Tube Boilers Biomass-Fired Boilers Process Recovery Boilers B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 26 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Single-drum, industry-standard unit for improved mill operation Fuels: Black liquor Carbon-neutral technology Fuels: Wood, wood waste, straw, sludge Bottom-or top-supported, shop-or field-assembled Fuel: Natural gas, oil, CO, waste heat and gases High pressure, high efficiency, high capacity, low emissions Fuel: Coal, oil, natural gas, multi-fuel Reduces dependency on landfills and reduces methane gas emissions Fuels: MSW, RDF |
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Key Technologies: Renewable DynaGrate® Pivoting Combustion Grate Large installed base with diverse set of customers Grate design allows for high availability and long operational time, leading to reduced O&M cost High thermal efficiency and low emissions Fuel flexibility Factory assembled modules reduce field construction Combustion Grates A Market Leader with Differentiating Technology in Waste-to-Energy Solutions B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 27 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Emissions Controls Emission Technology Solution x 3 B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 28 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Wastewater Elimination Wastewater Evaporation System (WES) via Spray Drying Air-Cooled Condensers Mercury, Dioxins, Furans Powdered Activated Carbon Injection Absorption Plus™, MercPlus™, Mitagent™ Additives SO / Acid Mist Control Wet ESPs Dry Sorbent Injection (DSI) SO2 / Acid Gas Control Wet or Seawater Flue Gas Desulfurization (FGD) Systems Semi-dry FGDs (Spray Dry Absorbers, Circulating Dry Scrubbers) Wet ESPs Dry Sorbent Injection (DSI) NO Control Selective Catalytic and Non-catalytic Reduction (SCR/SNCR) Low NOX Burners and Combustion Systems Particulate Control Pulse Jet Fabric Filters (PJFF) / Baghouses Wet and Dry Electrostatic Precipitators (ESPs) Wet Particulate Scrubbers Multiclone® Dust Collectors |
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Steam Generation & Environmental Solutions Across a Utility Plant Key Technologies: Particulate Control Technologies Environmental Solutions Steam Generator Technology Pulverizers Furnace Burners and ignitors Sootblowers Pressure parts Air heaters and air heating cleaning systems Bottom ash handling systems Particulate control Nitrogen oxides (NOx) removal Sulfur removal Mercury, dioxin and furan removal Fly ash handling systems Wastewater elimination Dry Scrubbing Technologies Wet Scrubbing Technologies Fly Ash Handling Particulate Control Technologies SCR NOx Control Technologies Boiler Pressure Parts Boiler Cleaning Equipment Fly Ash Handling Burners B&W provides a comprehensive array of proprietary technology and experience to utility power generation customers Boiler Auxiliary Components: Fans, Air Heaters, etc. Pulverizers Bottom Ash Handling B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 29 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Steam Generation, Combustion Grates & Flue Gas Treatment Across a Waste-to-Energy Plant Key Technologies: Proven, proprietary DynaGrate® combustion grate offers high reliability, maximizing waste throughput and MW output Advanced NextBAT® technology provides a thermal efficiency of 99% and 95-99% clean flue gas NextBAT® meets the EU BREF(1) requirements (1) Best Available Technologies (BAT) Reference Document On-line Boiler Washing System™ Baghouse filter Inconel® cladded 1st and 2nd b ler pass Conditioning tower CUTNOX® in combination with SNCR VoluMix™ zone in 1st pass Water-ooled DynaGrate® Combustion chamber wit Inconel cladded walls B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 30 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Submerged Grind Conveyor Ash Handling Designed to meet current and future U.S. regulatory requirements for ash handling with: Lower equipment cost Lower installation cost • Utilize existing hoppers and gate valves • No modification to hopper Short outage required Short lead time Available redundancy under the boiler Lower O&M costs An innovative solution to eliminate ash ponds B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 31 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Clean Coal Solutions Ready for Deployment Oxy-Fired Combustion Oxy-coal combustion technology “Near-zero” emissions 30 MW demonstration complete Full-scale design ready RSAT TM (Regenerable Solvent Absorption Technology) Post-combustion technology Patented amine-based solvent process Pilot commissioning complete Installed base retrofit application Carbon Capture Technology for the 1000 GW of Global Coal Installed Base B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 32 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Chemical Looping Combustion (CLC) in Development Advanced process for clean power generation and CO2 capture A flameless, oxy-combustion process using oxidation-reduction reactions to process fuel and produce energy for power generation Produces a concentrated CO2 stream that can be captured, cleaned and compressed for use or permanent storage Lower cost, higher efficiency Working in collaboration with The Ohio State University CDCL 250 kWth Potential extension beyond power generation Process can be modified to convert carbon-based fuels—coal, biomass and natural gas—to electricity, syngas, chemicals, liquid fuels or hydrogen B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 33 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Cooling Systems WET DRY B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 34 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. Optimization Services Specialized services to maximize plant performance and minimize costs and maintenance Air Fin Coolers Cost-effective designs using embedded or wrapped tubes to meet required thermal, mechanical, noise and space requirements Air-Cooled Condensers Water preservation technology customized for high-performance, long-life, low noise, corrosion-resistant applications MATERIAL OPTIONS: WOOD | CONCRETE | FIBER-REINFORCED POLYMER (FRP) Natural Draft/Hyperbolic Fanless design provides low power, noise and maintenance, as well as long operating lifecycle Mechanical Draft Counterflow for cost-effective thermal performance; crossflow for low energy consumption and operating costs |
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Key Technologies: Global Parts & Service Maintaining/improving plant operation: Projects for extending the life of power, process and environmental equipment Upgrades & Retrofits Supplying components for system reliability: High-quality standard or custom-engineered pressure and non-pressure parts Replacement Parts Enhancing efficiency with proven technology: Diagnostic, monitoring, tuning and control systems for combustion, cleaning and cooling equipment Optimization Systems Evaluating options for improved performance: Expert people, tools and processes to measure, model, design, deliver, train and project manage Engineering Services Adding value through constructability: Safe execution of new installation, retrofits, system maintenance/repair, plant modifications Construction B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 35 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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Key Technologies: Eos Energy Storage October 2020 partnership with Eos Energy Storage, LLC to sell and service Eos’ innovative, patented Eos Znyth® zinc battery solution for industrial and utility-scale energy storage adds a new clean energy technology capability to B&W’s range of renewable energy solutions. B&W will market Eos’ battery storage solutions globally B&W is exclusive preferred installer in U.S. and Canada Eos Znyth® zinc battery technology is: • • • • High Energy Efficiency Safe Non-flammable Flexible • • • • Scalable Modular Low Cost Durable Applications • Industrial • Commercial • Power Utilities Innovative Battery Storage System Solution B A B CO CK & W I L C O X E N T E R PR I S E S , I N C. 36 © 2021 Babcock & Wilcox Enterprises, Inc. All rights reserved. |
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