ACQUISITIONS AND DIVESTITURES (Tables)

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary purchase price allocation to assets acquired and liabilities assumed in the acquisitions were:

	Fosler Construction
(in thousands)	Initial Allocation of Consideration		Measurement Period Adjustments		Updated Preliminary Allocation
Accounts receivable	$	1,904	$	121	$	2,025
Contracts in progress	1,363		9,433		10,796
Other current assets	1,137		(304)		833
Property, plant and equipment	9,527		(7,860)		1,667
Goodwill(1) (4)	43,230		19,912		63,142
Other assets	17,497		(4,600)		12,897
Right of use assets	1,093		—		1,093
Debt	(7,625)		—		(7,625)
Current liabilities (4)	(5,073)		(15,829)		(20,902)
Advance billings on contracts	(1,557)		238		(1,319)
Non-current lease liabilities	(1,730)		—		(1,730)
Other non-current liabilities	(4,112)		3,218		(894)
Non-controlling interest(2)	(22,262)		(1,734)		(23,996)
Net acquisition cost	$	33,392	$	2,595	$	35,987

(1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Fosler Construction acquisition, goodwill represents Fosler's ability to significantly expand EPC and O&M services among new customers across the U.S. by leveraging B&W's access to capital and geographic reach.

(2) The fair value of the non-controlling interest was derived based on the fair value of the 60% controlling interest acquired by B&W. The transaction price paid by B&W reflects a Level 2 input involving an observable transaction involving an ownership interest in Fosler Construction. Also, as described above, a portion of the purchase consideration relates to the contingent consideration.

(3) Our preliminary purchase price allocation changed due to additional information and further analysis.

(4) Our preliminary goodwill and current liabilities adjustments increased $14.5 million due to additional accrued liabilities recognized attributable to the Fosler projects described in Note 4.

	VODA
(in thousands)	Initial Allocation of Consideration		Measurement Period Adjustments		Updated Preliminary Allocation
Cash	$	4,737	$	—	$	4,737
Accounts receivable	5,654		—		5,654
Contracts in progress	258		—		258
Other current assets	825		—		825
Property, plant and equipment	253		—		253
Goodwill(1)	17,176		(61)		17,115
Other assets	14,321		—		14,321
Right of use assets	433		—		433
Current liabilities	(5,181)		—		(5,181)
Advance billings on contracts	(2,036)		—		(2,036)
Non-current lease liabilities	(302)		—		(302)
Other non-current liabilities	(3,264)		—		(3,264)
Net acquisition cost	$	32,874	$	(61)	$	32,813

(1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the VODA acquisition, goodwill represents VODA's ability to significantly expand within the aftermarket parts and services industries by leveraging B&W's access to capital and existing platform within the renewable service market. Goodwill is not expected to be deductible for U.S federal income tax purposes.

(2) Our preliminary purchase price allocation changed due to additional information and further analysis.

	Purchase Price Allocation at March 31, 2022
(in thousands)	Fossil Power Systems		Optimus Industries(2)
Cash	$	1,869	$	5,338
Accounts receivable	2,624		5,165
Contracts in progress	370		2,598
Other current assets	3,228		2,115
Property, plant and equipment	178		2,441
Goodwill(1)	35,392		11,081
Other assets	25,092		12
Right of use assets	1,115		94
Current liabilities	(1,792)		(4,240)
Advance billings on contracts	(645)		(3,779)
Non-current lease liabilities	(989)		(2)
Other non-current liabilities	(7,384)		(1,858)
Net acquisition cost	$	59,058	$	18,965

(1) Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the FPS acquisition, goodwill represents FPS's ability to significantly expand services among new customers by leveraging cross-selling opportunities and recognizing general cost synergies.

(2) With respect to Optimus Industries, the fair value analysis has not been completed. We will update the purchase price allocations after the fair value analysis has been completed.

Schedule of Finite-Lived Intangible Assets Acquired in Business Combination

Intangible assets are included in other assets above and consists of the following:

	Fosler Construction			VODA
(in thousands)	Estimated Acquisition Date Fair Value		Weighted Average Estimated Useful Life	Estimated Acquisition Date Fair Value		Weighted Average Estimated Useful Life
Customer Relationships	$	9,400	12 years	$	13,855	11 years
Tradename	—		—	228		3 years
Backlog	3,100		5 months	—		—
Total intangible assets(1)	$	12,500		$	14,083
	Fossil Power Systems
	Estimated Acquisition Date Fair Value		Weighted Average Estimated Useful Life
Customer Relationships	$	20,451	9 years
Tradename	787		14 years
Patented Technology	578		12 years
Unpatented Technology	3,276		12 years
Total intangible assets(1)	$	25,092

(1) Intangible assets were valued using the income approach, which includes significant assumptions around future revenue growth, profitability, discount rates and customer attrition. Such assumptions are classified as level 3 inputs within the fair value hierarchy.

Schedule of Business Acquisitions

Costs related to our acquisitions of Fosler, VODA, Fossil Power Systems, and Optimus Industries, which were recorded as a component of our operating expenses in our Condensed Consolidated Statements of Operations, consists of the following:

	For the Three Months Ended
(in thousands)	March 31, 2022
Fosler Construction	$	195
VODA	140
FPS	31
Optimus Industries	69
Total	$	435