8-K
Babcock & Wilcox Enterprises, Inc. (BW)
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):
April 29, 2025
| BABCOCK & WILCOX ENTERPRISES,INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-36876 | 47-2783641 |
| --- | --- | --- |
| (State or other jurisdiction of<br><br> 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<br> of Each Class | Trading<br> Symbol | Name<br> of Each Exchange on which Registered |
|---|---|---|
| Common stock, $0.01 par value per share | BW | New York Stock Exchange |
| 8.125% Senior Notes due 2026 | BWSN | New York Stock Exchange |
| 7.75% Series A Cumulative Perpetual Preferred Stock | BW PRA | New York Stock Exchange |
| 6.50% Senior Notes due 2026 | BWNB | 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 1.01Entry into a Material Definitive Agreement
On April 29, 2025, Babcock & Wilcox A/S (“BWAS”), a subsidiary of Babcock & Wilcox Enterprises, Inc. (the “Company”), sold a majority of its assets, including intellectual property, specific project contracts as well as related agreements with suppliers and certain tangible assets, to Kanadevia Inova Denmark A/S (the “Buyer”). The sale was comprised of a simultaneous transfer of assets from BWAS to a newly incorporated BWAS subsidiary (the “NewCo”) pursuant to a business transfer agreement (“BTA”), and sale of NewCo by BWAS to the Buyer pursuant to a share purchase agreement (the “SPA” and together with the BTA, the “Purchase Agreements”).
The Purchase Agreements provide for a base purchase price equal to $15 million plus 400,000 Danish krone, subject to certain offsets and adjustments, including additional payments to BWAS if the Buyer enters into certain prospective project agreement within five years. In addition, BWAS and the Buyer entered into an agreement under which Buyer loaned BWAS $5 million which will be considered repaid when BWAS transfers to NewCo certain retained intellectual property usage rights. The Purchase Agreements also include representations and warranties regarding BWAS and the transferred business and assets, as well as certain indemnities with respect thereto.
BWAS and the Buyer entered into a transition services agreement under which BWAS and/or its affiliates will provide services to support the NewCo for a temporary period. BWAS also entered into an intellectual property rights license agreement, a subcontractor agreement, and a legacy contract services agreement in connection with the Purchase Agreements. In addition, the Company’s subsidiary, The Babcock & Wilcox Company, entered into two memorandums of understanding with the Buyer related to future cooperation in connection with the sale.
The Company does not have any material relationship with the Buyer other than in respect of the transaction.
Item 2.01Completion of Acquisition or Disposition of Assets
The information presented in Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
|---|---|---|
| May 5, 2025 | By: | /s/ Cameron Frymyer |
| Cameron Frymyer | ||
| Executive Vice President and Chief Financial Officer | ||
| (Principal Accounting Officer and Duly Authorized Representative) |
Exhibit 99.1
BABCOCK & WILCOX ENTERPRISES, INC.
Unaudited****CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND INFORMATION
On April 29, 2025, Babcock & Wilcox A/S (“BWAS”), a subsidiary of Babcock & Wilcox Enterprises, Inc. (the “Company”), sold a majority of its assets, including intellectual property, specific project contracts as well as related agreements with suppliers and certain tangible assets (the “Sale”), to Kanadevia Inova Denmark A/S.
As of December 31, 2024, we met all of the criteria for the assets and liabilities of BWAS to be accounted for as held for sale. Therefore, the financial and operating results of BWAS were not consolidated into the Company’s financial and operating results as of December 31, 2024, and the historical results and financial position of BWAS for all periods prior to the Sale have been reflected as discontinued operations in the Company’s financial information included in the Annual Report on Form 10-K for the year ended December 31, 2024, as well as the Company’s unaudited financial information included in this presentation.
BABCOCK & WILCOX ENTERPRISES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OFOPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
| For year ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Company Historical | Divestiture Group | |||||
| (in thousands, except per share amounts) | as Reported ^1^ | Pro Forma | ||||
| Revenues | $ | 717,333 | $ | 19,688 | ||
| Costs and expenses: | ||||||
| Cost of operations | 540,308 | 17,759 | ||||
| Selling, general and administrative expenses | 141,476 | 5,399 | ||||
| Restructuring activities | 1,296 | 766 | ||||
| Research and development costs | 5,794 | 605 | ||||
| Impairment of goodwill and long-lived assets | 3,729 | - | ||||
| (Gain) loss on asset disposals, net | (354 | ) | 374 | |||
| Total costs and expenses | 692,249 | 24,903 | ||||
| Operating income (loss) | 25,084 | (5,215 | ) | |||
| Other (expense) income: | ||||||
| Interest expense | (46,146 | ) | (2,139 | ) | ||
| Interest income | 814 | 91 | ||||
| Loss on debt extinguishment | (7,267 | ) | - | |||
| Benefit plans, net | (31,937 | ) | - | |||
| Foreign exchange | (109 | ) | (2,310 | ) | ||
| Other expense, net | (1,229 | ) | (377 | ) | ||
| Total other expense | (85,874 | ) | (4,735 | ) | ||
| Loss from continuing operations before income tax expense | (60,790 | ) | (9,950 | ) | ||
| Income tax expense | 12,172 | (2,747 | ) | |||
| Loss from continuing operations | (72,962 | ) | (7,203 | ) | ||
| Income (loss) from discontinued operations, net of tax | 13,183 | - | ||||
| Net loss | (59,779 | ) | (7,203 | ) | ||
| Net (loss) income attributable to non-controlling interest | (136 | ) | - | |||
| Net loss attributable to stockholders | (59,915 | ) | (7,203 | ) | ||
| Less: Dividends on Series A preferred stock | 14,859 | - | ||||
| Net loss attributable to stockholders of common stock | $ | (74,774 | ) | $ | (7,203 | ) |
| Basic and diluted loss per share | ||||||
| Continuing operations | $ | (0.96 | ) | |||
| Discontinued operations | 0.14 | |||||
| Basic and diluted loss per share | $ | (0.82 | ) |
^1^ Represents Continuing Operations which excludes the Volund business results and other Discontinued Operations.
BABCOCK & WILCOX ENTERPRISES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
FOR THE YEAR ENDED DECEMBER 31, 2024
| Divestiture Group | |||||
| (in thousands, except per share amount) | Pro Forma | ||||
| Cash and cash equivalents | 23,399 | $ | 2,200 | ||
| Current restricted cash | 94,167 | - | |||
| Accounts receivable – trade, net | 112,677 | 7,202 | |||
| Contracts in progress | 82,403 | 10,023 | |||
| Inventories, net | 108,899 | 2,365 | |||
| Other current assets | 25,096 | 371 | |||
| Current assets held for sale | 43,554 | - | |||
| Total current assets | 490,195 | 22,161 | |||
| Net property, plant and equipment, and finance leases | 69,593 | 124 | |||
| Goodwill | 82,138 | - | |||
| Intangible assets, net | 19,051 | 211 | |||
| Right-of-use assets | 32,789 | 1,358 | |||
| Long-term restricted cash | 10,042 | - | |||
| Deferred tax assets | 41 | - | |||
| Other assets | 23,148 | 243 | |||
| Total assets | 726,997 | 24,097 | |||
| Accounts payable | 101,025 | 5,980 | |||
| Accrued employee benefits | 4,859 | 518 | |||
| Advance billings on contracts | 58,478 | 5,855 | |||
| Accrued warranty expense | 3,446 | 845 | |||
| Financing lease liabilities | 1,644 | - | |||
| Operating lease liabilities | 3,550 | 288 | |||
| Other accrued liabilities | 35,958 | 190 | |||
| Current borrowings | 125,137 | - | |||
| Current liabilities held for sale | 54,396 | - | |||
| Total current liabilities | 388,493 | 13,676 | |||
| Senior notes | 340,227 | - | |||
| Borrowings, net of current portion | 8,556 | - | |||
| Pension and other postretirement benefit liabilities | 192,665 | - | |||
| Finance lease liabilities, net of current portion | 28,501 | - | |||
| Operating lease liabilities, net of current portion | 30,315 | 1,075 | |||
| Deferred tax liability | 11,028 | - | |||
| Other noncurrent liabilities | 10,374 | - | |||
| Total liabilities | 1,010,159 | 14,751 | |||
| Stockholders' deficit: | |||||
| Preferred stock, par value 0.01 per share, authorized shares of 20,000; issued and outstanding shares of 7,669 at both December 31, 2024 and 2023 | 77 | - | |||
| Common stock, par value 0.01 per share, authorized shares of 500,000; issued and outstanding shares of 95,138 and 89,449 at December 31, 2024 and 2023, respectively | 5,208 | - | |||
| Capital in excess of par value | 1,558,828 | - | |||
| Treasury stock at cost, 2,379 and 2,139 shares at December 31, 2024 and 2023, respectively | (115,500 | ) | - | ||
| Accumulated deficit | (1,645,716 | ) | (21,428 | ) | |
| Accumulated other comprehensive (loss) income | (86,660 | ) | 30,774 | ||
| Stockholders' deficit attributable to shareholders | (283,763 | ) | 9,346 | ||
| Non-controlling interest | 591 | - | |||
| Total stockholders' deficit | (283,172 | ) | 9,346 | ||
| Total liabilities and stockholders' deficit | 726,987 | $ | 24,097 |
All values are in US Dollars.
^1^ Represents Continuing Operations which excludes the Volund business results and other Discontinued Operations.