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): November 12, 2020
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. ¨


1



    


Item 2.02               Results of Operations and Financial Condition

On November 12, 2020, the Company issued a press release announcing our financial results for the third quarter ended September 30, 2020. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated by reference.  

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01    Regulation FD Disclosure

On November 12, 2020, the Company posted a Company Overview presentation on the investor relations section of its website at babcock.com. A copy of the presentation is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated by reference.

The information pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of for the 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 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
 
Description
 
Press Release dated November 12, 2020.
 
Company Overview presentation dated November 12, 2020.




2



    


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.
 
 
 
 
 
 
 
 
November 12, 2020
By:
/s/ Louis Salamone
 
 
 
Louis Salamone
 
 
 
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Representative)


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Exhibit 99.1
News Release

Babcock & Wilcox Enterprises Reports Third Quarter 2020 Results


- Revenues of $132.5 million
- Net income of $34.7 million, a $91.7 million improvement
- Adjusted EBITDA of $25.6 million with adjusted EBITDA margin of 19.3%
- Diluted EPS improved to $0.69, compared to $(1.39)
- Quarterly bookings increased 106% compared to third quarter 2019, and increased 111% sequentially
- The above results include the recognition of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts


(AKRON, Ohio – November 12, 2020) – Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) reported financial results for the third quarter ended September 30, 2020.


Management Commentary

“Our third quarter results improved significantly, driven by a loss recovery from our historical European EPC loss projects, and reflecting the ongoing execution of our turnaround strategy," said Kenneth Young, B&W's CEO. "Despite the challenges presented by COVID-19 and its impact on revenues across our segments, adjusted EBITDA was roughly break-even for the quarter before the benefit of the loss recovery, demonstrating the benefits of our cost-savings initiatives. Our rebranding initiative announced in August, coupled with our reorganization and international expansion, is accelerating our growth and drove our bookings of $177 million in the quarter, an improvement of 106% compared to the third quarter of 2019. Our pipeline of over $5 billion of identified project opportunities that we expect to bid through 2023 continues to strengthen, and the expansion of our international presence is progressing as planned."

“While COVID-19 impacted all of our segments in the third quarter, a number of projects that were previously delayed or deferred due to the pandemic are restarting," Young added. "We continue meeting customer and market needs by providing technology solutions to help achieve a clean, sustainable energy and industrial infrastructure. This includes our broad suite of advanced renewable, environmental and thermal technologies, such as high-performance waste-to-energy systems, innovative submerged grind conveyor systems, and flexible natural gas-fired package boilers, as well as strategic partnerships to accelerate advanced energy storage solutions."

Louis Salamone, B&W's CFO, commented: "As an essential business, we continue to focus on supporting our customers and driving our growth strategy while continuing to manage our costs and cash flow through the global pandemic. While we can't fully predict the evolving impacts of COVID-19, based on the current strength of our bookings, pipeline and information from our customers, as well as current assumptions regarding the impacts of COVID-19 on our business, we continue to target between $70 million and $80 million of adjusted EBITDA in 2021."



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New Segment Financial Reporting

Beginning with the third quarter of 2020, B&W is reporting its financial results under three new reportable segments aligned with the Company's strategic, market-focused organizational and rebranding initiative announced this past August to accelerate growth and provide stakeholders with improved visibility into its renewable and environmental growth platforms. Segment results for prior periods have been restated for comparative purposes.

B&W Renewable segment: Cost-effective technologies for efficient and environmentally sustainable power and heat generation, including waste-to-energy, biomass energy and black liquor systems for the pulp and paper industry. The segment's leading technologies support a circular economy, diverting waste from landfills to use for power generation and replacing fossil fuels, while recovering metals and reducing emissions.

B&W Environmental segment: A full suite of best-in-class emissions control and environmental technology solutions for utility and industrial steam generation applications around the world. The segment's broad experience includes systems for cooling, ash handling, particulate control, nitrogen oxides and sulfur dioxides removal, chemical looping for carbon control, and mercury control.

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


Results of Operations

Consolidated revenues in the third quarter of 2020 were $132.5 million compared to $198.6 million in the third quarter of 2019. The Company's focus on core technologies and profitability, combined with the adverse impacts of COVID-19, were the primary drivers of the revenue decline.

GAAP operating income in the third quarter of 2020 was $14.1 million, including the impact of a non-recurring loss recovery of $26.0 million recognized in the B&W Renewable segment under an October 10, 2020 settlement agreement with an insurer in connection with five of the six historical European EPC loss contracts, compared to an operating loss of $3.2 million in the third quarter of 2019. The increase was partially offset by lower volume in each of the segments and customer delays as a result of COVID-19, as well as restructuring and settlement costs and advisory fees of $6.2 million. GAAP net income was $34.7 million, a $91.7 million improvement compared to third quarter 2019, primarily driven by the non-recurring loss recovery and favorable foreign exchange effects, partially offset by lower interest expense. Adjusted EBITDA improved to $25.6 million compared to $10.1 million in the third quarter of 2019.

All amounts referred to in this release are on a continuing operations basis, unless otherwise noted. Reconciliations of operating income, the most directly comparable GAAP measure, to adjusted EBITDA, as well as to adjusted gross profit for the Company's segments, are provided in the exhibits to this release.

Babcock & Wilcox Renewable segment revenues were $39.1 million in the third quarter of 2020 compared to $51.3 million in the third quarter of 2019 due to new anticipated revenues being deferred due to COVID-19, as well as the advanced completion of activities on the historical EPC loss projects compared to the third quarter of 2019. Adjusted EBITDA in the third quarter of 2020 was $23.6 million compared to $(0.6) million in last year's quarter, primarily due to the aforementioned non-recurring loss

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recovery of $26.0 million, partially offset by lower volume. The segment's adjusted gross profit was $32.1 million in the third quarter of 2020 compared to $6.6 million reported in the third quarter of 2019, primarily driven by the loss recovery, partially offset by lower volume.

Babcock & Wilcox Environmental segment revenues were $25.3 million in the third quarter of 2020 compared to $45.0 million in the third quarter of 2019. The decrease was primarily due to the completion of large construction projects in the prior year and the postponement of new projects by customers as a result of COVID-19. Adjusted EBITDA was $1.1 million compared to $1.8 million in the same period last year, driven primarily by the impact of COVID-19 and lower volume. Adjusted gross profit declined to $5.9 million in the third quarter of 2020, compared to $9.0 million in the prior-year period, primarily due to the decrease in revenue partially offset by favorable product mix. At September 30, 2020, the segment had two remaining significant loss contracts, previously reported as part of B&W SPIG's U.S. entity. The first was approximately 100% complete at the end of the third quarter of 2020 with only performance testing remaining, which is expected to be completed in the fourth quarter of 2020. The second was approximately 97% complete at the end of the third quarter of 2020 and is expected to be completed in the fourth quarter of 2020.

Babcock & Wilcox Thermal segment revenues were $70.0 million for the third quarter of 2020, compared to $108.2 million in the prior-year period. The decrease is attributable to the adverse impacts of COVID-19 resulting in customer delays and lower parts, construction, package boilers and international service orders. Adjusted EBITDA in the quarter declined to $7.3 million compared to $12.9 million in the third quarter last year, primarily due to the decrease in revenue volume. This was partially offset by the results of costs savings and restructuring initiatives. Adjusted EBITDA margin was 10.4% in the quarter as compared to 11.9% in the same period last year. Adjusted gross profit in the third quarter of 2020 was $20.6 million compared to $25.6 million in the prior-year period, consistent with the decrease in Adjusted EBITDA. Adjusted gross profit margin was 29.5% compared to 23.7% in the same period last year, primarily due to favorable product mix and the benefits of costs savings and restructuring initiatives.


Financing, Liquidity and Balance Sheet

At September 30, 2020, the Company had cash and cash equivalents of $38.9 million and borrowing availability of $23.1 million.

On October 23, 2020, the Company received $26.0 million from an insurer through a previously disclosed loss recovery settlement. As required by the Company’s U.S. Revolving Credit Facility, 50% of the net proceeds, or approximately $8 million, of the settlement received by the Company was applied as a permanent reduction of the U.S. Revolving Credit Facility.

In addition, as previously disclosed, on October 30, 2020, the Company entered into an amendment of its Credit Agreement to provide, among other matters, that with respect to any prepayment event, the commitment reduction amount shall be only an amount equal to 50% of the net cash proceeds of such prepayment event, and also established, as required by the terms of the Credit Agreement, new financial covenants of interest coverage ratios and senior leverage ratios.

The Company is continuing to pursue cost recoveries from responsible subcontractors for the B&W Renewable segment's European EPC loss contracts. The Company also continues to evaluate additional opportunities for cost savings and potential dispositions as appropriate.


Earnings Call Information

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B&W plans to host a conference call and webcast on Thursday, November 12, 2020 at 8:30 a.m. ET. to discuss the Company’s third quarter 2020 results. The listen-only audio of the conference call will be broadcast live via the Internet on B&W’s Investor Relations site. The dial-in number for participants in the U.S. is (833) 227-5843; the dial-in number for participants outside the U.S. is (647) 689-4070. The conference ID for all participants is 4193759. A replay of this conference call will remain accessible in the investor relations section of the Company's website for a limited time.

COVID-19 Impact

The global COVID-19 pandemic has disrupted business operations, trade, commerce, financial and credit markets, and daily life throughout the world. The Company's business has been, and continues to be, adversely impacted by the measures taken and restrictions imposed in the locations in which it operates by local governments and others to control the spread of this virus. These measures and restrictions have varied widely and have been subject to significant changes from time to time depending on the changes in the severity of the virus in these locations. These restrictions, including travel restrictions and curtailment of other activity, negatively impact the Company's ability to conduct business. Although some of these restrictions have been lifted or scaled back, a recent resurgence of COVID-19 has resulted in the reimposition of certain restrictions and may lead to other restrictions being implemented in response to efforts to reduce the spread of the virus. These varying and changing events have caused many of the projects the Company anticipated to begin in 2020 to be delayed to later in 2020 and others to be delayed further into 2021 and 2022. Many customers and projects require B&W's employees to travel to customer and project worksites. Certain customers and significant projects are located in areas where travel restrictions have been imposed, certain customers have closed or reduced on-site activities, and timelines for completion of certain projects have, as noted above, been extended into next year and beyond. Additionally, out of concern for the Company's employees, even where restrictions permit employees to return to Company offices and worksites, the Company has advised those who are uncomfortable returning to worksites due to the pandemic that they are not required to do so for an indefinite period of time. The resulting uncertainty concerning, among other things, the spread and economic impact of the virus has also caused significant volatility and, at times, illiquidity in global equity and credit markets. As part of the Company’s recent response to the impact of the COVID-19 pandemic on its business, the Company has taken a number of cash conservation and cost reduction measures. At the time of this release, it is impossible to predict the overall impact the pandemic will have on the Company's business, liquidity, capital resources or financial results. More detail can be found in the Company's Form 10-Q for the third quarter of 2020.


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 adjusted gross profit for each business segment and adjusted EBITDA, 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, further adjusted for corporate allocations and research and development costs. At a segment level, the adjusted EBITDA presented is consistent with the way the Company's chief operating decision maker reviews the results of operations and makes strategic

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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. 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.

This release also presents adjusted gross profit by segment. The Company believes that adjusted gross profit by segment is useful to investors to help facilitate comparisons of the ongoing, operating performance of the segments by excluding expenses related to, among other things, activities related to the spin-off, activities related to various restructuring activities the Company has 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 that are not allocated by segment.

Forward-Looking Statements

B&W Enterprises cautions that this release contains forward-looking statements, including, without limitation, statements relating to the application of the proceeds of the term loans under the Agreement, and management expectations regarding future growth and our ability to achieve sustained value for our shareholders. 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

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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 our most recent annual report on Form 10-K and our quarterly report on Form 10-Q for the quarter ended September 30, 2020. The Company cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and the Company undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.



About B&W 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]   


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Exhibit 1
Babcock & Wilcox Enterprises, Inc.
Condensed Consolidated Statements of Operations(1) 
(In millions, except per share amounts)
 
Three months ended September 30,
 
Nine months ended September 30,
 
2020
2019
 
2020
2019
Revenues
$
132.5

$
198.6

 
$
416.5

$
678.7

Costs and expenses:
 
 
 
 
 
Cost of operations
75.2

158.3

 
292.7

563.2

Selling, general and administrative expenses
35.7

36.0

 
107.9

120.4

Advisory fees and settlement costs
3.8

4.5

 
10.1

22.9

Restructuring activities
2.4

2.6

 
6.7

9.6

Research and development costs
1.4

0.8

 
3.9

2.3

Gain on asset disposals, net

(0.3
)
 
(0.9
)
(0.2
)
Total costs and expenses
118.4

201.8

 
420.4

718.1

Operating income (loss)
14.1

(3.2
)
 
(3.9
)
(39.4
)
Other (expense) income:
 
 
 


Interest expense
(12.2
)
(29.5
)
 
(49.8
)
(67.4
)
Interest income
0.2

0.1

 
0.4

0.9

Loss on debt extinguishment


 
(6.2
)
(4.0
)
Loss on sale of business


 
(0.1
)
(3.6
)
Benefit plans, net
7.3

3.6

 
22.3

9.1

Foreign exchange
25.0

(26.7
)
 
22.7

(27.4
)
Other – net
(0.3
)
(0.3
)
 
(3.1
)
0.2

Total other income (expense)
20.0

(52.8
)
 
(13.7
)
(92.2
)
Income (loss) before income tax (benefit) expense
34.1

(55.9
)
 
(17.6
)
(131.6
)
Income tax (benefit) expense
(0.5
)
1.0

 
(0.5
)
3.6

Income (loss) from continuing operations
34.6

(57.0
)
 
(17.1
)
(135.2
)
Income from discontinued operations, net of tax


 
1.8

0.7

Net income (loss)
34.6

(57.0
)
 
(15.3
)
(134.5
)
Net loss attributable to non-controlling interest
0.2


 
0.4

0.1

Net income (loss) attributable to stockholders
$
34.7

$
(57.0
)
 
$
(14.9
)
$
(134.4
)
 
 
 
 
 
 
Basic earnings (loss) per share - continuing operations
$
0.70

$
(1.39
)
 
$
(0.35
)
$
(5.21
)
Basic earnings per share - discontinued operations


 
0.04

0.03

Basic earnings (loss) per share
$
0.70

$
(1.39
)
 
$
(0.31
)
$
(5.18
)
 
 
 
 
 
 
Diluted earnings (loss) per share - continuing operations
$
0.69

$
(1.39
)
 
$
(0.35
)
$
(5.21
)
Diluted earnings per share - discontinued operations


 
0.04

0.03

Diluted earnings (loss) per share
$
0.69

$
(1.39
)
 
$
(0.31
)
$
(5.18
)
 
 
 
 
 
 
Shares used in the computation of earnings per share:
 
 
 
 
 
Basic
49.5

40.9

 
47.6

26.0

Diluted
50.1

40.9

 
47.6

26.0


(1) Figures may not be clerically accurate due to rounding.

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Exhibit 2
Babcock & Wilcox Enterprises, Inc.
Condensed Consolidated Balance Sheets(1) 
(In millions, except per share amount)
September 30, 2020
December 31, 2019
Cash and cash equivalents
$
38.9

$
43.8

Restricted cash and cash equivalents
9.4

13.2

Accounts receivable – trade, net
126.8

142.2

Accounts receivable – other
52.1

23.3

Contracts in progress
73.9

91.6

Inventories
67.0

63.1

Other current assets
20.6

27.0

Current assets held for sale
4.8

8.1

Total current assets
393.6

412.2

Net property, plant and equipment, and finance lease
88.6

97.1

Goodwill
47.1

47.2

Intangible assets
23.7

25.3

Right-of-use assets
10.3

12.5

Other assets
34.9

25.0

Non-current assets held for sale
7.5

7.3

Total assets
$
605.8

$
626.5

 
Revolving credit facilities

179.0

Last out term loans

104.0

Financing lease liabilities
0.9


Accounts payable
80.0

109.9

Accrued employee benefits
17.4

18.3

Advance billings on contracts
54.0

75.3

Accrued warranty expense
26.8

33.4

Operating lease liabilities
4.0

4.3

Other accrued liabilities
86.8

68.8

Current liabilities held for sale
6.9

9.5

Total current liabilities
276.7

602.5

Revolving credit facilities
181.9


Last out term loans
173.3


Pension and other accumulated postretirement benefit liabilities
236.4

259.3

Non-current finance lease liabilities
29.9

30.5

Non-current operating lease liabilities
6.4

8.4

Other non-current liabilities
21.9

20.9

Non-current liabilities held for sale


Total liabilities
926.5

921.5

Commitments and contingencies


Stockholders' deficit:


Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 52,006 and 46,374 at September 30, 2020 and December 31, 2019, respectively
4.8

4.7

Capital in excess of par value
1,157.8

1,142.6

Treasury stock at cost, 716 and 616 shares at September 30, 2020 and December 31, 2019, respectively
(106.0
)
(105.7
)
Accumulated deficit
(1,354.8
)
(1,339.9
)
Accumulated other comprehensive income (loss)
(23.4
)
1.9

Stockholders' deficit attributable to shareholders
(321.7
)
(296.4
)
Non-controlling interest
0.9

1.4

Total stockholders' deficit
(320.8
)
(294.9
)
Total liabilities and stockholders' deficit
$
605.8

$
626.5


(1) Figures may not be clerically accurate due to rounding.

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Exhibit 3
Babcock & Wilcox Enterprises, Inc.
Condensed Consolidated Statements of Cash Flows(1) 
(In millions)
Nine months ended September 30,
 
2020
2019
Cash flows from operating activities:
 
 
Net loss
$
(15.3
)
$
(134.5
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
Depreciation and amortization of long-lived assets
12.3

19.1

Amortization of deferred financing costs, debt discount and payment-in-kind interest
16.0

42.2

Amortization of guaranty fee
0.7


Non-cash operating lease expense
3.6

4.1

Loss on sale of business
0.1

3.6

Loss on debt extinguishment
6.2

4.0

(Gains) losses on asset disposals and impairments
(0.9
)
(0.2
)
Benefit from deferred income taxes, including valuation allowances
(0.8
)
(0.7
)
Mark to market losses (gains) and prior service cost amortization for pension plans
(0.7
)
(0.1
)
Stock-based compensation, net of associated income taxes
3.3

1.8

Changes in assets and liabilities:
 
 
Accounts receivable
28.6

41.3

Accrued insurance receivable
(26.0
)

Contracts in progress
21.6

23.1

Advance billings on contracts
(23.2
)
(68.1
)
Inventories
(4.9
)
(6.6
)
Income taxes
(4.8
)
1.6

Accounts payable
(33.5
)
(71.3
)
Accrued and other current liabilities
9.9

(21.1
)
Accrued non-cash interest expense
11.9


Accrued contract loss
(5.3
)
(49.8
)
Pension liabilities, accrued postretirement benefits and employee benefits
(25.9
)
(5.8
)
Other, net
(40.3
)
16.2

Net cash used in operating activities
(67.3
)
(201.1
)
Cash flows from investing activities:
 
 
Purchase of property, plant and equipment
(2.3
)
(1.6
)
Proceeds from sale of business
8.0

7.4

Purchases of available-for-sale securities
(19.1
)
(3.5
)
Sales and maturities of available-for-sale securities
14.6

5.1

Other, net
0.8

(0.4
)
Net cash from investing activities
2.0

7.1

Cash flows from financing activities:
 
 
Borrowings under our U.S. revolving credit facility
126.3

251.9

Repayments of our U.S. revolving credit facility
(123.4
)
(205.1
)
Borrowings under Last Out Term Loans
60.0

151.4

Repayments under Last Out Term Loans

(41.8
)
Repayments under our foreign revolving credit facilities

(0.6
)
Shares of our common stock returned to treasury stock
(0.3
)

Proceeds from rights offering

40.4

Costs related to rights offering

(0.7
)
Debt issuance costs
(10.3
)
(15.5
)
Issuance of common stock

1.4

Other, net
0.1

(0.3
)
Net cash from financing activities
52.4

181.0

Effects of exchange rate changes on cash
4.4

(4.0
)
Net decrease in cash, cash equivalents and restricted cash
(8.6
)
(16.9
)
Cash, cash equivalents and restricted cash, beginning of period
56.9

60.3

Cash, cash equivalents and restricted cash, end of period
$
48.4

$
43.3


(1) Figures may not be clerically accurate due to rounding.

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Exhibit 4
Babcock & Wilcox Enterprises, Inc.
Segment Information(1) 
(In millions)
SEGMENT RESULTS
Three months ended September 30,
 
Nine months ended September 30,
 
2020
2019
 
2020
2019
REVENUES:
 
 
 
 
 
Babcock & Wilcox Renewable
$
39.1

$
51.3

 
$
118.6

$
158.9

Babcock & Wilcox Environmental
25.3

45.0

 
76.4

234.5

Babcock & Wilcox Thermal
70.0

108.2

 
223.9

315.6

Eliminations
(1.8
)
(5.8
)
 
(2.4
)
(30.3
)
 
$
132.5

$
198.6

 
$
416.5

$
678.7

 
 
 
 
 
 
ADJUSTED EBITDA:
 
 
 
 
 
Babcock & Wilcox Renewable
$
23.6

$
(0.6
)
 
$
22.0

$
(4.2
)
Babcock & Wilcox Environmental
1.1

1.8

 
(0.1
)
2.5

Babcock & Wilcox Thermal
7.3

12.9

 
22.7

35.0

Corporate
(4.9
)
(3.1
)
 
(12.9
)
(17.0
)
Research and development costs
(1.4
)
(0.8
)
 
(3.9
)
(2.3
)
 
$
25.6

$
10.1

 
$
27.8

$
14.0

 
 
 
 
 
 
AMORTIZATION EXPENSE:
 
 
 
 
 
Babcock & Wilcox Renewable (2)
$
0.1

$
0.1

 
$
0.5

$
0.5

Babcock & Wilcox Environmental
0.8

0.8

 
2.3

2.5

Babcock & Wilcox Thermal (2)
0.4

0.1

 
1.3

0.3

 
$
1.3

$
1.0

 
$
4.1

$
3.3

 
 
 
 
 
 
DEPRECIATION EXPENSE:
 
 
 
 
 
Babcock & Wilcox Renewable
$
0.7

$
1.0

 
$
2.3

$
3.7

Babcock & Wilcox Environmental
0.4

0.4

 
1.4

1.6

Babcock & Wilcox Thermal
1.5

2.9

 
4.5

10.5

Corporate


 


 
$
2.7

$
4.3

 
$
8.2

$
15.8

 
 
 
 
 
 
 
As of September 30,
 
 
 
BACKLOG:
2020
2019
 
 
 
Babcock & Wilcox Renewable (3)
$
196

$
207

 
 
 
Babcock & Wilcox Environmental
107

112

 
 
 
Babcock & Wilcox Thermal
208

161

 
 
 
Other/Eliminations
(2
)
(7
)
 
 
 
 
$
509

$
473

 
 
 
(1) Figures may not be clerically accurate due to rounding.
(2) Amortization expense in the Babcock and Wilcox Renewable and Babcock and Wilcox Thermal segments include $0.1 million and $0.4 million in finance lease amortization for the three months ended September 30, 2020, respectively. Amortization expense in the Babcock and Wilcox Renewable and Babcock and Wilcox Thermal segments include $0.3 million and $1.2 million in finance lease amortization for the nine months ended September 30, 2020, respectively.
(3) 
Babcock & Wilcox Renewable backlog at September 30, 2020, includes $159.0 million related to long-term operation and maintenance contracts for renewable energy plants, with remaining durations extending until 2034. Generally, such contracts have a duration of 10-20 years and include options to extend.

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Exhibit 5
Babcock & Wilcox Enterprises, Inc.
Reconciliation of Adjusted EBITDA(2) 
(In millions)
 
Three months ended September 30,
 
Nine months ended September 30,
 
2020
2019
 
2020
2019
Adjusted EBITDA
 
 
 
 
 
B&W Renewable segment
$
23.6

$
(0.6
)
 
$
22.0

$
(4.2
)
B&W Environmental segment
1.1

1.8

 
(0.1
)
2.5

B&W Thermal segment
7.3

12.9

 
22.7

35.0

Corporate
(4.9
)
(3.1
)
 
(12.9
)
(17.0
)
Research and development costs
(1.4
)
(0.8
)
 
(3.9
)
(2.3
)
 
25.6

10.1

 
27.8

14.0

 
 
 
 
 
 
Restructuring activities
(2.4
)
(2.6
)
 
(6.7
)
(9.6
)
Financial advisory services
(1.7
)
(1.2
)
 
(3.2
)
(8.4
)
Settlement cost to exit B&W Renewable contract (1)


 

(6.6
)
Advisory fees for settlement costs and liquidity planning
(1.4
)
(2.8
)
 
(5.2
)
(7.4
)
Litigation legal costs
(0.8
)
(0.5
)
 
(1.8
)
(0.5
)
Stock compensation
(1.2
)
(1.3
)
 
(3.1
)
(2.1
)
Loss from business held for sale
(0.1
)

 
(0.4
)

Depreciation & amortization
(4.1
)
(5.3
)
 
(12.3
)
(19.1
)
Gain on asset disposals, net

0.3

 
0.9

0.2

Operating income (loss)
14.1

(3.2
)
 
(3.9
)
(39.4
)
Interest expense, net
(12.0
)
(29.4
)
 
(49.3
)
(66.6
)
Loss on debt extinguishment


 
(6.2
)
(4.0
)
Loss on sale of business


 
(0.1
)
(3.6
)
Net pension benefit before MTM
7.3

3.6

 
22.3

10.4

MTM loss from benefit plans


 

(1.3
)
Foreign exchange
25.0

(26.7
)
 
22.7

(27.4
)
Other – net
(0.3
)
(0.3
)
 
(3.1
)
0.2

Total other income (expense)
20.0

(52.8
)
 
(13.7
)
(92.2
)
Income (loss) before income tax (benefit) expense
34.1

(55.9
)
 
(17.6
)
(131.6
)
Income tax (benefit) expense
(0.5
)
1.0

 
(0.5
)
3.6

Income (loss) from continuing operations
34.6

(57.0
)
 
(17.1
)
(135.2
)
Income from discontinued operations, net of tax


 
1.8

0.7

Net income (loss)
34.6

(57.0
)
 
(15.3
)
(134.5
)
Net loss attributable to non-controlling interest
0.2


 
0.4

0.1

Net income (loss) attributable to stockholders
$
34.7

$
(57.0
)
 
$
(14.9
)
$
(134.4
)

(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) Figures may not be clerically accurate due to rounding.

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Exhibit 6
Babcock & Wilcox Enterprises, Inc.
Reconciliation of Adjusted Gross Profit (Loss)(2) 
(In millions)
 
Three months ended September 30,
 
Nine months ended September 30,
 
2020
2019
 
2020
2019
Adjusted gross profit (loss) (1)
 
 
 
 
 
Operating income (loss)
$
14.1

$
(3.2
)
 
$
(3.9
)
$
(39.4
)
Selling, general and administrative ("SG&A") expenses
35.6

35.8

 
107.6

120.0

Advisory fees and settlement costs
3.8

4.5

 
10.1

22.9

Amortization expense
1.4

1.0

 
4.1

3.3

Restructuring activities
2.4

2.6

 
6.7

9.6

Research and development costs
1.4

0.8

 
3.9

2.3

Losses (gains) on asset disposals, net

(0.3
)
 
(0.9
)
(0.2
)
Adjusted gross profit (loss)
58.6

41.2

 
127.7

118.4


Adjusted gross profit by segment is as follows:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2020
2019
 
2020
2019
Adjusted gross profit (loss) (1)
 
 
 
 
 
B&W Renewable segment
32.1

6.6

 
48.4

19.3

B&W Environmental segment
5.9

9.0

 
15.5

33.6

B&W Thermal segment
20.6

25.6

 
63.8

65.5

Adjusted gross profit (loss)
58.6

41.2

 
127.7

118.4


(1) Amortization is not allocated to the segments' adjusted gross profit, but depreciation is allocated to the segments' adjusted gross profit.
(2) Figures may not be clerically accurate due to rounding.


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Company Overview November 12, 2020 © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 1


 
Safe Harbor Statement 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 effo rts 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, inclu ding 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; o ur 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 our most recent annual report o n Form 10-K and our quarterly report on Form 10-Q for the quarter ended September 30, 2020. The Company cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation, and the Company 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 f or 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 adjus tments, 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. © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 2


 
Executive Summary Babcock & Wilcox has provided high-quality, innovative renewable, environmental and thermal technologies for critical power generation and industrial applications for more than 150 years. B&W is executing a robust growth strategy after: • Recoveringfrom losses related to several expanded-scope projects, returning to its core technology and delivery model • Implementing $119 million in cost savings initiatives, and • Extending its credit facility for two years. B&W's transformation is gaining momentum, with new branding and a global expansion in progress to pursue more than $5 billion in identified project opportunities in high-growth markets over the next three years. B&W is targeting: • 2021 adjusted EBITDA of $70-$80 million • 2022 adjusted EBITDA of $95-$105 million • More than $1.0 billion in annual sales by end of 2023 Advancing energy and environmental solutions that bring power and progress to our world © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 3


 
Next Generation B&W B&W FOUNDATION DRIVES GROWTH STRATEGY Advanced Technologies A Circular Economy For our economy and future generations, we continually develop ecologically sound ways of recycling valuable resources, like biomass and waste, to create High-Growth End Markets clean, renewable energy. The Clear Choice for Our Climate Research & Innovation 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. Vast Installed Base 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. Global Brand Equity The next generation Babcock & Wilcox is providing innovative environmental and renewable solutions, generating recurring revenues from a broad thermal installed base and expanding globally © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 4


 
Leadership Team Chairman & Chief Executive Officer Kenny Young Chief Financial Officer Chief Strategy Officer Chief Operating Officer General Counsel Lou Salamone Henry Bartoli Jimmy Morgan John Dziewisz © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 5


 
Ongoing Transformation Key strategic actions have returned the company to positive performance Focus on Strengths and positioned it for growth ACTION ACHIEVED ONGOING  Focus on core products and services for November 2018 New Senior Management Team led by Kenny Young ✓ environmental, renewable and thermal markets April 2019 Settlement Negotiated for Remaining Loss Contracts; Additional Financing Obtained ✓  Increase emphasis on retrofit and EPC Loss Contracts Turned Over to Customers (5 of 6 Turned Over; Turnover Not aftermarket services May 2019 ✓ Applicable for Last Project Under Settlement Terms)  Focus on quality, high margin projects rather than revenues June 2019 Sale of Non-Strategic Asset (Loibl) ✓  Leverage a vast installed base and robust July 2019 Deleveraging Event: Rights Offering ✓ pipeline  July 2019 Deleveraging Event: Debt Conversion Return the renewable business to its ✓ historically profitable business model, Implementation of initial ~$119M in Cost Reductions Complete; Further Savings providing core technologies and services, March 2020 Initiatives Under Development ✓ ✓ with no EPC scope May 2020 Extended Credit Facility for Two Years with Further Reductions Through End of 2020 ✓  Expand sales, service and business development teams internationally August 2020 Strategic Organizational and Global Branding Initiative Launched ✓ ✓ August 2020 Board Transition to Align with Market-Focused Initiatives Complete ✓ Financial Credibility & Profitability Pursuing Recoveries From Historical EPC Loss Project; $9.1M Insurance Proceeds Ongoing Received in Q3 2019; $26M Insurance Loss Recovery Recognized in Q3 2020, ✓ Proceeds Received October 2020; Pursuing Further Recoveries from Subcontractors Ongoing Expanding Sales, Service and Business Development Teams Globally ✓ Preparing for 2022 Debt Refinance and Targeting 2021 adjusted EBITDA of$70-$80 Ongoing million, 2022 adjusted EBITDA of $95-$105 millionandmore than $1.0 billion in (1) Targets based on current visibility regarding COVID-19 impacts; it is not possible ✓ to fully predict the impacts of COVID-19 annual sales by end of 2023(1) © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 6


 
Babcock & Wilcox is a global leader in advanced environmental, renewable Company Profile and thermal technologies and services for power and industrial applications. Corporate Snapshot Consolidated Headquarters: Akron OH, USA 20% Founded: 1867 Industrial Parts & Services Europe Asia & Other 41% 53% 19% 19% Ownership: Public (NYSE:BW) 52% Power Aftermarket North 28% LTM 2020 Revenue: $597M Generation & Upgrades America 59% 33% 62% New Employees: ~2,400 Build 14% B&W Renewable B&W Environmental B&W Thermal Power Asia & Other Industrial Parts & Services Asia & Other Parts & New Build Asia & Other Generation Parts & Services Industrial Europe 11% 41% 42% 36% Services 11% 17% 49% 66% 35% Europe 48% 50% 3% Aftermarket North Power North Power North Industrial Aftermarket Aftermarket & Upgrades America Generation America Generation America 51% & Upgrades & Upgrades 26% 41% 59% 28% 45% 65% 39% 80% New New Build Build Europe 8% 30% 19% Note: All charts based on LTM September 30, 2020, unless otherwise noted © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 7


 
3-Year Pipeline $866 Target 2023: >$1 billion sales $390 $462 $211 $ $ MILLIONS Americas APAC Europe ME/A $441 15-25% $318 $175 35-45% $ $ MILLIONS $16 Americas APAC Europe ME/A $1232 30-40% $564 $388 $ $ MILLIONS $23 Americas APAC Europe ME/A Total pipeline greater than $5B over the next 3 years excluding short lead-time parts & services; ~60% outside the Americas © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 8


 
What We Do Renewable Waste-to-Energy - Waste-to-Energy combustion and steam generation Renewable Biomass – Biomass combustion and steam generation Environmental Technologies - Integrated, custom solutions for utility/industrial emissions control Ash and Material Handling - Bottom and fly ash material handling RENEWABLE ENVIRONMENTAL Cooling Systems - Custom engineered wet, dry and hybrid cooling solutions for power plants Steam Generation Technologies - Boilers to burn any fuel, from small package boilers to high-capacity boilers Boiler Auxiliary Equipment - Reliable components for cleaner, more efficient operations Technical Services and Parts - Solutions for modifying, improving, operating and maintaining equipment THERMAL Construction - Field construction, construction management and maintenance services Delivering value to our customers through technology-driven products and services Continual product improvement and research and development to support future needs, including carbon capture © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 9


 
Installed Base Renewable Waste-to-Energy & Biomass-to-Energy combustion grate and boiler installed base:  More than 500 production lines at more than 300 facilities in more than 30 countries, serving a wide range of utility, waste management, municipality and investment firm customers Pulp & paper recovery boilers:  ~90 units in North America; at nearly 50%, the largest installed base among OEMs Renewable Waste-to-Energy & Biomass-to-Energy environmental installed base:  Key patented ADIOX® and MERCOX™flue gas technology installed in more than 120 plants Cooling systems:  Nearly 2,000 units (7,000+ cells) across the globe Environmental aftermarket  Large installed base of wet and dry scrubbers provide opportunities for upgrades to meet new environmental regulations  Technologies to improve ESP performance at a wide range of utility and industrial installations Industrial water-tube package boilers:  More than 5,000 boilers installed in a variety of facilities, including refining, petrochemical, food processing, metals and mining composite and carbon fiber, carbon black and wood products U.S. fossil fuel boiler installed base:  ~330 operating units with ~110 GW of capacity  Installed base provides continuous service, upgrade and retrofit opportunities for B&W International utility and industrial boiler installed base:  ~180 operating B&W boiler units across 38 countries outside of North America (excluding WtE/BtE) A vast global installed base 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 © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 10


 
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 © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 11


 
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 © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 12


 
Global footprint and ongoing expansion positions Global Expansion B&W to leverage market trends around the world 2021-2023 Addressable Market Europe More than $7B 2021-2023 Addressable Market 2021-2023 Americas 2021-2023 Addressable Market Addressable Market More than $8B Middle East & Africa Asia-Pacific More than $4B Close to $8B Manufacturing Service Facilities Future Service Facilities Construction Sales/Support Future Sales/Support Sales Reps Future Sales Reps © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 13


 
Financial Information © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 14


 
New Financial Reporting Segments for Improved Visibility Product and Key End Markets Service Overview Waste-to-Energy Waste-to-energy and biomass Biomass technologies, aftermarket equipment Pulp & Paper upgrades, parts and service Power Air emissions control and ash handling Oil and Gas systems, cooling and energy recovery, Pulp & Paper aftermarket equipment upgrades, General Industry parts and service Utility steam generation equipment, Power industrial boilers, boiler cleaning, Oil and Gas aftermarket equipment upgrades, General Industry 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. © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 15


 
Consolidated Financial Summary Twelve Months Ended Twelve Months Ended ($ in Millions) September 30, 2020* December 31, 2019 Revenue $ 596.9 $ 859.1 Adjusted Gross Profit $ 173.3 $ 164.0 Adjusted Gross Profit Margin % 29.0% 19.1% Operating Income (Loss) $ 6.1 $ (29.4) Adjusted EBITDA $ 47.1 $ 33.3 Adjusted EBITDA Margin % 7.9% 3.9% Note: Figures may not be clerically accurate due to rounding; see SEC financial filings and/or slides in Appendix for reconciliatio n of non-GAAP measures; LTM Q3 2020 results include the recognition in Q3 2020 of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts *COVID-19 adversely impacted all segments in the first nine months of 2020; strategic actions in 2019 and 2020 provide the foundation for a strong 2021 and beyond © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 16


 
Pro-Forma LTM Adjusted EBITDA Twelve Months Ended ($ in Millions) September 30, 2020(3) Adjusted EBITDA as Reported $ 47.1 Pro Forma Adjustments: Losses from Asset Held for Sale 1.4 Vølund EPC Contract Losses(1) 3.5 SPIG U.S. Losses(2) 3.2 Annualization of Cost Savings 13.7 Total Pro Forma Adjustments $ 21.8 Adjusted EBITDA Pro Forma $ 68.9 Notes: Figures may not be clerically accurate due to rounding; see SEC financial filings and/or slides in Appendix for reconciliatio n of non-GAAP measures; LTM Q3 2020 results include the recognition in Q3 2020 of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts (1) B&W Vølund is no longer bidding EPC scope (2) SPIG U.S. has been closed (3) No pro-forma adjustments have been made related to the adverse impacts of COVID-19 in 2020 Pro-forma LTM adjusted EBITDA of $68.9M illustrated by adjusting for the legacy impacts of abandoned business models and the annualization of fully-implemented portions of cost saving initiatives © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 17


 
Capital Structure ($ in Millions) As of Sep 30, 2020 Debt: Revolving Credit Facility –Funded (1) 181.9 Last-Out Term Loans (2) 173.3 Total Debt $355.2 Unrestricted Cash 38.9 Net Debt $316.3 Revolver Leverage: Net Leverage 3.0x Funded revolver less unrestricted cash compared to Q3 2020 LTM EBITDA Pro-Forma Net Leverage 2.1x Funded revolver less unrestricted cash compared to Pro Forma Q3 2020 LTM EBITDA Total Debt Leverage: Net Leverage 6.7x Net debt compared to Q3 2020 LTM EBITDA Pro-Forma Net Leverage 4.6x Net debt compared to Pro Forma Q3 2020 LTM EBITDA Note:Figures may not be clerically accurate due to rounding; see SEC financial filings and/or slides in Appendix for reconciliation of non-GAAP measures; LTM Q3 2020 results include the recognition in Q3 2020 of a $26.0 million loss recovery settlement related to certain historical EPC loss contracts [1] Interest rate 7.63% (Base + LIBOR). Facility matures June 30, 2022. Interest payments deferred from 5/14/2020 to 8/31/2020; payable in 6 monthly installments starting 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 through reductions in facility commitments over time [2] 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 closing © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 18


 
Key Technologies © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 19


 
Products & Services Across Our Brands Steam Generation Technologies Natural Gas-fired Package Boilers Boiler Auxiliaries Combustion Grates Construction NewBuild Emissions Control Solutions Cooling Systems Ash and Material Handling Operations & Maintenance Field Service Inspections Parts Aftermarket Retrofits/Upgrades Construction Providing “life of the plant” product and service applications across a broad array of power generation and industrial market s Note: Gas-fired package boilers are used in coal-fired and renewable plants for start-up or auxiliary power © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 20


 
Key Technologies More Than 17,000 Patents In B&W’s History  1200 active patents worldwide including:  Waste-to-energy  Particulate control  Steam Generator Technologies •  Biomass-to-energy  Nitrogen oxide (NOx) removal • Pulverizers 577 active patents for 91 environmental equipment  Multi-fuel technology  Sulfur removal • Furnaces technologies  Dynagrate® combustion grates  Mercury, dioxin and furan removal • Burners and ignitors • 93 active patents for 12 carbon  Vølund combustion grates  Bottom and fly ash handling systems • Diamond Power® sootblowers and capture technologies boiler cleaning systems  Vibrating combustion grates  Wastewater elimination  300 additional patent filings are • Pressure parts  NextBAT® crane-to-stack solutions  Submerged grind ash handling in examination phase, including • Air heaters  Process recovery boilers  Carbon capture: RSAT™, oxy-fired ~175 environmental equipment combustion, chemical looping • Bottom and fly ash handling systems and ~13 carbon capture  NextBAT® crane-to-stack solutions  Titanium® intelligent sootblowing and technologies control systems  ADIOX® and MERCOX™ environmental technologies  Package boilers for oil sands production  Wet cooling towers (CT) and dry air-  Industrial water-tube package boilers cooled condensers (ACC) Patented and proprietary technologies drive performance and quality for our customers © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 21


 
Key Technologies: Steam Generation Technologies Utility Boilers Waste-to-Energy Boilers High pressure, high efficiency, high capacity, low emissions Reduces dependency on landfills and reduces methane gas emissions Fuel: Coal, oil, natural gas, multi-fuel Fuels: MSW, RDF Natural Gas-Fired and Other Industrial Biomass-Fired Boilers Water-Tube Boilers Bottom- or top-supported, shop- or field-assembled Carbon-neutral technology Fuel: Natural gas, oil, CO, waste heat and gases Fuels: Wood, wood waste, straw, sludge Process Recovery Boilers Single-drum, industry-standard unit for improved mill operation Fuels: Black liquor © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 22


 
Key Technologies: Renewable Combustion Grates 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 A Market Leader with Differentiating Technology in Waste-to-Energy Solutions © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 23


 
Key Technologies: Emissions Controls Emission Technology Solution  Pulse Jet Fabric Filters (PJFF) / Baghouses  Wet and Dry Electrostatic Precipitators (ESPs) Particulate Control  Wet Particulate Scrubbers  Multiclone® Dust Collectors  Selective Catalytic and Non-catalytic Reduction (SCR/SNCR) NOx Control  Low NOX Burners and Combustion Systems  Wet or Seawater Flue Gas Desulfurization (FGD) Systems  Semi-dry FGDs (Spray Dry Absorbers, Circulating Dry Scrubbers) SO2 / Acid Gas Control  Wet ESPs  Dry Sorbent Injection (DSI) SO / Acid Mist Control  Wet ESPs 3  Dry Sorbent Injection (DSI) Mercury, Dioxins, Furans  Powdered Activated Carbon Injection  Absorption Plus™, MercPlus™, Mitagent™Additives Wastewater Elimination  Wastewater Evaporation System (WES) via Spray Drying  Air-Cooled Condensers © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 24


 
Steam Generation & Environmental Solutions Key Technologies: Across a Utility Plant Particulate Control Steam Generator Technology Technologies Environmental Solutions  Pulverizers  Particulate control Dry Scrubbing  Nitrogen oxides (NOx) removal  Furnace Technologies  Burners and ignitors  Sulfur removal  Sootblowers  Mercury, dioxin and furan removal  Pressure parts  Fly ash handling systems  Air heaters and air heating cleaning systems  Wastewater elimination  Bottom ash handling systems Wet Scrubbing Technologies Fly Ash Handling Particulate Control SCR NOx Control Technologies Technologies Boiler Pressure Parts Boiler Cleaning Equipment Fly Ash Handling Burners Boiler Auxiliary Components: Fans, Air Heaters, etc. B&W provides a comprehensive array of proprietary technology and experience to utility power Pulverizers Bottom Ash Handling generation customers © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 25


 
Steam Generation, Combustion Grates & Flue Gas Treatment Key Technologies: Across a Waste-to-Energy Plant  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 boiler pass Conditioning tower st CUTNOX® in combination VoluMix™ zone in 1 pass with SNCR Water-cooled DynaGrate® Combustion chamber wit Inconel® cladded walls © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 26


 
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 © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 27


 
Key Technologies: Clean Coal Solutions Ready for Deployment TM Oxy-Fired Combustion RSAT (Regenerable Solvent Absorption Technology)  Oxy-coal combustion technology  Post-combustion technology  “Near-zero” emissions  Patented amine-based solvent process  30 MW demonstration complete  Pilot commissioning complete  Full-scale design ready  Installed base retrofit application Carbon Capture Technology for the 1000 GW of Global Coal Installed Base © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 28


 
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 © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 29


 
Key Technologies: Cooling Systems Natural Draft/Hyperbolic Mechanical Draft Fanless design provides low power, noise Counterflowfor cost-effective thermal and maintenance, as well as long operating performance; crossflow for low energy WET lifecycle consumption and operating costs MATERIAL OPTIONS: WOOD | CONCRETE | FIBER-REINFORCED POLYMER (FRP) Air-Cooled Condensers Air Fin Coolers DRY Water preservation technology customized Cost-effective designs using embedded or for high-performance, long-life, low noise, wrapped tubes to meet required thermal, corrosion-resistant applications mechanical, noise and space requirements Optimization Services Specialized services to maximize plant performance and minimize costs and maintenance © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 30


 
Key Technologies: Global Parts & Service Maintaining/improving plant operation: Upgrades & Retrofits Projects for extending the life of power, process and environmental equipment Supplying components for system reliability: Replacement Parts High-quality standard or custom-engineered pressure and non-pressure parts Enhancing efficiency with proven technology: Optimization Systems Diagnostic, monitoring, tuning and control systems for combustion, cleaning and cooling equipment Evaluating options for improved performance: Engineering Services Expert people, tools and processes to measure, model, design, deliver, train and project manage Adding value through constructability: Construction Safe execution of new installation, retrofits, system maintenance/repair, plant modifications © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 31


 
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: • Scalable • High Energy Efficiency • Modular • Safe • Low Cost • Non-flammable • Durable • Flexible  Applications • Industrial • Commercial • Power Utilities Innovative Battery Storage System Solution © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 32


 
Appendix © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 33


 
Adjusted EBITDA Reconciliation Twelve months ended Twelve months ended December 31, 2019 September 30, 2020 $ in Millions Loss before income tax (benefit) expense $ (124.4) $ (10.4) Interest expense, net 94.0 76.7 Depreciation & amortization 23.6 16.8 Foreign exchange 16.6 (33.5) Advisory fees for settlement costs and liquidity planning 11.8 9.6 Restructuring activities 11.7 8.8 Financial advisory services 9.1 3.9 Settlement cost to exit Vølund contract 6.6 - Loss on debt extinguishment 4.0 6.2 Loss on sale of business 3.6 0.1 Stock compensation 3.4 4.4 Litigation legal costs 0.5 1.8 Income (loss) from business held for sale - 0.4 Other – net (0.3) 3.0 Gain (losses) on asset disposals, net (3.9) (4.6) Notes: MTM gain (loss) from benefit plans (8.8) (10.1) 1. In March 2019, we entered into a settlement in connection with an additional B&W Renewable waste-to-energy EPC Net pension benefit before MTM (14.0) (25.9) 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 $ 33.3 $ 47.1 2. Figures may not be clerically accurate due to rounding. © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 34


 
Gross Profit Reconciliation Twelve months ended Twelve months ended $ in Millions December 31, 2019 September 30, 2020 Adjusted gross profit Operating (loss) income $ (29.4) $ 6.1 Selling, general and administrative expenses 150.6 138.1 Advisory and settlement costs 27.9 15.2 Amortization expense 4.3 5.1 Restructuring activities 11.7 8.8 Research and development costs 2.9 4.5 Gains (losses) on asset disposals, net (3.9) (4.6) Adjusted gross profit $ 164.0 $ 173.3 Adjusted gross profit by segment is as follows: Twelve months ended Twelve months ended Adjusted gross profit December 31, 2019 September 30, 2020 B&W Renewable segment $ 30.7 $ 59.9 B&W Environmental segment 41.9 23.7 Notes: B&W Thermal segment 91.4 89.7 1. Amortization is not allocated to the segments' adjusted gross profit, but depreciation is allocated to the segments' adjusted gross profit. Adjusted gross profit $ 164.0 $ 173.3 2. Figures may not be clerically accurate due to rounding. © 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 35


 
© 2020 Babcock & Wilcox Enterprises, Inc. All rights reserved. BABCOCK & WILCOX ENTERPRISES, INC. 36