EX-99.1 2 r1exh991proformafinancials.htm EX-99.1 Document
BABCOCK & WILCOX ENTERPRISES, INC.
INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information, which is based upon estimates by our management, is presented for informational purposes only. It is not intended to be indicative of the actual consolidated results of operations or the actual consolidated financial position that would have been achieved had the transactions or adjustments been consummated as of the dates indicated below, and it does not purport to indicate results that may be attained in the future.

BABCOCK & WILCOX ENTERPRISES, INC.
INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2024
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2024
Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the Year Ended December 31, 2023
Notes to the Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2024
Notes to the Pro Forma Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and the Year Ended December 31, 2023




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BABCOCK & WILCOX ENTERPRISES, INC.
INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On June 28, 2024, Babcock & Wilcox Enterprises, Inc. (the “Company”), through B&W PGG Luxembourg Finance Sárl, a subsidiary of the Company (the “Seller”), entered into an agreement to sell the entire issued and outstanding share capital of its subsidiary, Babcock & Wilcox Renewable Services A/S (“BWRS”), to Hitachi Zosen Inova AG (the “Buyer” and such agreement, the “Purchase Agreement). The Sale of BWRS to the Buyer was competed the same day.

The following unaudited pro forma condensed consolidated financial statements are based on our historical consolidated financial statements as adjusted to give effect to the sale of BWRS. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2024 and the 12 months ended December 31, 2023 give effect to the sale as if it had occurred on January 1, 2023. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2024 gives effect to the transaction as if it had occurred on that date.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results that would have occurred if the transactions actually occurred on the dates presented or to project our results of operations or financial position for any future period. The information below should be read in conjunction with the Company's consolidated financial statements as of and for three months ended March 31, 2024 and as of and for the year ended December 31, 2023.



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BABCOCK & WILCOX ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2024

(in thousands, except per share amounts)Company HistoricalPro Forma AdjustmentsCondensed Consolidated Pro Forma
Cash and cash equivalents$43,881 $82,997 $126,878 
Current restricted cash and cash equivalents16,935 — 16,935 
Accounts receivable – trade, net124,398 (10,550)113,848 
Accounts receivable – other29,930 (352)29,578 
Contracts in progress107,431 (12,387)95,044 
Inventories, net112,407 (6,886)105,521 
Other current assets22,975 (148)22,827 
Current assets held for sale24,266 — 24,266 
Total current assets482,223 52,674 534,897 
Net property, plant and equipment and finance leases78,514 (1,744)76,770 
Goodwill100,655 (16,410)84,245 
Intangible assets, net42,816 (10,526)32,290 
Right-of-use assets28,641 (182)28,459 
Long-term restricted cash41,636 — 41,636 
Deferred tax assets2,094 — 2,094 
Other assets18,944 (346)18,598 
Total assets$795,523 $23,466 $818,989 
Accounts payable$129,535 $(3,696)$125,839 
Accrued employee benefits11,246 (1,244)10,002 
Advance billings on contracts74,861 (92)74,769 
Accrued warranty expense7,160 (526)6,634 
Current Portion:
Financing lease liabilities1,400 — 1,400 
Operating lease liabilities3,804 (60)3,744 
Other accrued liabilities65,268 (13,157)52,111 
Loans payable4,473 — 4,473 
Current liabilities held for sale35,179 — 35,179 
Total current liabilities332,926 (18,775)314,151 
Senior notes338,388 — 338,388 
Loans payable, net of current portion98,727 — 98,727 
Pension and other postretirement benefit liabilities172,174 — 172,174 
Finance lease liabilities, net of current portion25,839 — 25,839 
Operating lease liabilities, net of current portion25,990 (122)25,868 
Deferred tax liability12,991 (1,015)11,976 
Other non-current liabilities10,955 (1,879)9,076 
Total liabilities1,017,990 (21,791)996,199 
Stockholders' deficit:
Preferred stock, par value $0.01 per share, authorized shares of 20,000; issued and outstanding shares of 7,669 at both March 31, 2024 and December 31, 202377 — 77 
Common stock, par value $0.01 per share, authorized shares of 500,000; issued and outstanding shares of 89,480 and 89,449 at March 31, 2024 and December 31, 2023, respectively5,149 — 5,149 
Capital in excess of par value1,547,671 — 1,547,671 
Treasury stock at cost, 2,139 shares at March 31, 2024 and December 31, 2023, respectively(115,164)— (115,164)
Accumulated deficit(1,591,489)44,057 (1,547,432)
Accumulated other comprehensive loss(69,255)1,200 (68,055)
Stockholders' deficit attributable to shareholders(223,011)45,257 (177,754)
Non-controlling interest544 — 544 
Total stockholders' deficit
(222,467)45,257 (177,210)
Total liabilities and stockholders' deficit
$795,523 $23,466 $818,989 
See accompanying Note to the Condensed Consolidated Balance Sheet


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BABCOCK & WILCOX ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2024
(in thousands, except per share amounts)Company HistoricalPro Forma AdjustmentsCondensed Consolidated Pro Forma
Revenues$207,556 $(17,518)$189,095 
Costs and expenses:
Cost of operations159,075 (12,963)145,169 
Selling, general and administrative expenses41,438 (3,302)38,136 
Restructuring activities1,580 — 1,580 
Research and development costs
1,081 — 1,081 
Loss (gain) on asset disposals, net 53 (6)47 
Total costs and expenses203,227 (16,271)186,013 
Operating income4,329 (1,247)3,082 
Other (expense) income:
Interest expense(12,834)27 (12,807)
Interest income307 (149)158 
Loss on debt extinguishment(5,071)— (5,071)
Benefit plans, net96 — 96 
Foreign exchange(1,333)— (1,333)
Total other expense, net
(18,835)(122)(18,957)
Loss before income tax expense(14,506)(1,369)(15,875)
Income tax expense1,293 — 1,293 
Loss from continuing operations(15,799)(1,369)(17,168)
Loss from discontinued operations, net of tax(992)— (992)
Net loss(16,791)(1,369)(18,160)
Net income attributable to non-controlling interest
(42)— (42)
Net loss attributable to stockholders(16,833)(1,369)(18,202)
Less: Dividend on Series A preferred stock3,714 — 3,714 
Net loss attributable to stockholders of common stock$(20,547)$(1,369)$(21,916)
Basic and diluted loss per share
Continuing operations$(0.22)$(0.23)
Discontinued operations(0.01)(0.01)
Basic and diluted loss per share$(0.23)$(0.24)
Basic and diluted shares used in the computation of loss per share89,479 89,479 
Other Comprehensive Loss
Net loss$(16,791)$(1,369)$(18,160)
Other comprehensive (loss) income:
Currency translation adjustment(3,125)1,382 (1,743)
Pension and post retirement adjustments, net of tax231 — 231 
Total other comprehensive loss(2,894)1,382 (1,512)
Total comprehensive loss(19,685)13 (19,672)
Comprehensive income attributable to non-controlling interest(67)— (67)
Comprehensive loss attributable to stockholders$(19,752)$13 $(19,739)
See accompanying Note to the Condensed Consolidated Statement of Operations


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BABCOCK & WILCOX ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR YEAR ENDED DECEMBER 31, 2023
(in thousands, except per share amounts)Company HistoricalPro Forma AdjustmentsCondensed Consolidated Pro Forma
Revenues$999,354 $(96,411)$902,943 
Costs and expenses:
Cost of operations775,267 (69,515)705,752 
Selling, general and administrative expenses191,465 (12,522)178,943 
Restructuring activities4,222 — 4,222 
Research and development costs
8,444 — 8,444 
Gain on sale of business— (45,257)(45,257)
Loss on asset disposals, net57 (30)27 
Total costs and expenses979,455 (127,324)852,131 
Operating income19,899 30,913 50,812 
Other (expense) income:
Interest expense(49,895)— (49,895)
Interest income1,192 (74)1,118 
Benefit plans, net(37,505)— (37,505)
Foreign exchange(2,507)— (2,507)
Other expense – net(1,336)— (1,336)
Total other expense, net
(90,051)(74)(90,125)
Loss before income tax expense(70,152)30,839 (39,313)
Income tax expense8,481 658 9,139 
Loss from continuing operations(78,633)30,181 (48,452)
Loss from discontinued operations, net of tax(118,338)— (118,338)
Net loss(196,971)30,181 (166,790)
Net income attributable to non-controlling interest
(237)— (237)
Net loss attributable to stockholders(197,208)30,181 (167,027)
Less: Dividend on Series A preferred stock14,858 — 14,858 
Net loss attributable to stockholders of common stock$(212,066)$30,181 $(181,885)
Basic and diluted loss per share
Continuing operations$(1.05)$(0.71)
Discontinued operations(1.33)(1.33)
Basic and diluted loss per share$(2.38)$(2.04)
Basic and diluted shares used in the computation of loss per share89,011 89,011 
Other Comprehensive Loss
Net loss$(196,971)$30,181 $(166,790)
Other comprehensive (loss) income:
Currency translation adjustment5,555 (1,642)3,913 
Pension and post retirement adjustments, net of tax870 — 870 
Total other comprehensive (loss) income6,425 (1,642)4,783 
Total comprehensive loss(190,546)28,539 (162,007)
Comprehensive loss attributable to non-controlling interest(127)— (127)
Comprehensive loss attributable to stockholders$(190,673)$28,539 $(162,134)
See accompanying Note to the Condensed Consolidated Statement of Operations


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NOTE TO THE PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2024

The balance sheet of the Company as of March 31, 2024 reflected the assets and liabilities of Babcock & Wilcox Enterprises, Inc. and the assets and liabilities of BWRS. Upon completion of the transaction, substantially all of the BWRS assets and liabilities will be eliminated. Included in the Pro Forma Adjustments column are the divested assets and liabilities, the costs and expenses to be paid at closing and the estimated net cash proceeds from the transaction. Also included in the Pro Forma Adjustments is a decrease in retained deficit that would have resulted from the gain on the sale of the business.


NOTE TO THE PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND THE YEAR ENDED DECEMBER 31, 2023

The statements of operations for the three months ended March 31, 2024 and year ended December 31, 2023 reflected the revenue, costs and other income (expenses) of the Company. Upon completion of the transaction with the Buyer, substantially all of the revenue, costs and other income (expenses) associated with BWRS will be eliminated, except for those costs and other income (expense) related to retained assets and liabilities not assumed by the Buyer.

The Pro Forma Condensed Consolidated Statement of Operations were prepared to eliminate income and expenses based on the following assumptions:
•All revenue and cost of sales of BWRS will be eliminated with these transactions.
•All selling, general and administrative expenses, research and development costs and corporate allocations of BWRS will be eliminated with the exception of corporate allocations.
•All other income (expense) items of BWRS will be eliminated.
•The gain on the sale of the BWRS business was included in the year ended December 31, 2023.
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