ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2025

Discontinued Operations and Disposal Groups [Abstract]

ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

Assets Held for Sale

During 2024, we engaged in a strategy and developed a formalized plan to divest certain non-core businesses to reduce our debt, improve our balance sheet and increase liquidity. As of March 31, 2025, we have divested our BWRS, SPIG and GMAB businesses and have a plan to divest our Vølund business in 2025, as discussed below. Results of operations for these businesses and the financial position of the divested subsidiaries are reported as discontinued operations for all periods presented and the notes to the financial statements have been adjusted on a retrospective basis.

During the fourth quarter of 2024, we committed to a plan to sell our Vølund business (formerly part of our B&W Renewable segment) and classified the assets and liabilities of this business as held for sale. In addition, we also determined that the operations of the Vølund business qualified as discontinued operations, as this business was part of the formalized plan. As of March 31, 2025 Vølund still qualifies as discontinued operations. We sold our Vølund business on April 29, 2025, described further in Note 20 of the Condensed Consolidated Financial Statements.

During the third quarter of 2023, we committed to a plan to sell our B&W Solar business (formerly part of our B&W Renewable segment) and classified the assets and liabilities of this business as held for sale. In addition, we also determined that the operations of the B&W Solar business qualified as a discontinued operation, primarily based upon its significance to our current and historic operating losses. Certain circumstances beyond our control have extended the period required to complete the sale within one year, including market conditions driven by uncertainties surrounding the change in U.S. presidential administrations and related impacts to the solar industry. We initiated actions necessary to respond to these changes by engaging an advisory service provider with specialized industry qualifications. We continue to meet the criteria to account for the B&W Solar business as held for sale and discontinued operations as of March 31, 2025.

Divestitures

BWRS

On June 28, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary, sold all issued and outstanding share capital of our Denmark-based renewable parts and services subsidiary, BWRS, to Hitachi Zosen Inova AG. We received net cash proceeds of $83.5 million and recorded a gain on the sale of the business of $44.9 million. The proceeds were used to reduce outstanding debt and support working capital needs. During the three months ended March 31, 2025 we recorded a gain of $1.0 million as part of the final settlement.

SPIG and GMAB

On October 30, 2024, we, through our B&W PGG Luxembourg Finance Sárl subsidiary and Babcock & Wilcox A/S subsidiary, sold the entire issued and outstanding share capital of our Italy-based SPIG and Sweden-based GMAB subsidiaries to Auctus Neptune Holding S.p.A. We received net cash proceeds of $33.7 million and recorded a gain of $14.1 million, solely related to the CTA reclassification. We recorded an impairment of $5.8 million as of September 30, 2024, as the disposal group carrying value exceeded the expected net proceeds from the sale. The proceeds were used to support working capital needs and reduce outstanding debt.

The following tables summarize the operating results of the disposal groups included in discontinued operations in the Condensed Consolidated Statements of Operations:


	Three Months Ended March 31, 2025
(in thousands)	Solar		BWRS		Vølund		Total
Revenues	$	10,042	$	—	$	1,171	$	11,213

Cost of operations	11,850		—		3,813		15,663
Selling general and administrative expenses	1,487		—		1,800		3,287

Research and development costs	—		—		331		331
Impairment of long-lived assets	7,833		—		—		7,833

Total costs and expenses	21,170		—		5,944		27,114
Operating loss	(11,128)		—		(4,773)		(15,901)
Other (expense) income	(227)		—		975		748
Loss from discontinued operations before tax	(11,355)		—		(3,798)		(15,153)
Expense (benefit) from income taxes	—		—		87		87
Gain on divestiture	$	—	$	1,014	$	—	$	1,014
(Loss) income from discontinued operations, net of tax	$	(11,355)	$	1,014	$	(3,885)	$	(14,226)


	Three Months Ended March 31, 2024
(in thousands)	Solar		BWRS		SPIG		GMAB		Vølund		Total
Revenues	$	11,373	$	17,517	$	16,751	$	2,006	$	6,994	$	54,641

Cost of operations	10,366		12,963		13,357		1,103		7,268		45,057
Selling general and administrative expenses	1,734		3,300		2,736		338		3,279		11,387

Research and development costs	—		—		85		20		158		263
Loss on asset disposals, net	—		6		47		—		—		53

Total costs and expenses	12,100		16,269		16,225		1,461		10,705		56,760
Operating (loss) income	(727)		1,248		526		545		(3,711)		(2,119)
Other (expense) income	(265)		123		(132)		312		(1,527)		(1,489)
(Loss) income from discontinued operations before tax	(992)		1,371		394		857		(5,238)		(3,608)
Benefit from income taxes	—		—		211		177		—		388
(Loss) income from discontinued operations, net of tax	$	(992)	$	1,371	$	183	$	680	$	(5,238)	$	(3,996)

The following tables provide the major classes of assets and liabilities of the disposal groups included in assets held for sale and liabilities held for sale in the Condensed Consolidated Balance Sheets:


	March 31, 2025
(in thousands)	Solar		Vølund		Total
Cash	$	526	$	1,337	$	1,863

Accounts receivable – trade, net	1,273		6,322		7,595

Contracts in progress	11,649		8,293		19,942
Inventories, net	—		2,725		2,725
Other current assets	59		4,799		4,858
Total current assets	13,507		23,476		36,983

Net property, plant and equipment and finance leases	2,935		146		3,081
Intangible assets, net	—		219		219


Right-of-use assets	47		1,327		1,374
Other assets	—		673		673
Total noncurrent assets	2,982		2,365		5,347
Total assets held for sale	$	16,489	$	25,841	$	42,330

Accounts payable	$	28,487	$	9,363	$	37,850
Accrued employee benefits	39		546		585
Advance billings on contracts	393		3,739		4,132
Accrued warranty expense	1,174		809		1,983
Operating lease liabilities	26		287		313
Other accrued liabilities	2,282		3,046		5,328
Current borrowings	447		—		447
Total current liabilities	32,848		17,790		50,638

Borrowings, net of current portion	561		—		561
Operating lease liabilities, net of current portion	22		1,048		1,070

Total noncurrent liabilities	583		1,048		1,631
Total liabilities held for sale	$	33,431	$	18,838	$	52,269

Reported as:
Current assets held for sale	$	16,489	$	25,841	$	42,330
Current liabilities held for sale	$	33,431	$	18,838	$	52,269


	December 31, 2024
(in thousands)	Solar		Vølund		Total
Cash	$	1,255	$	2,200	$	3,455

Accounts receivable – trade, net	2,814		7,202		10,016

Contracts in progress	4,157		10,023		14,180
Inventories, net	—		2,365		2,365
Other current assets	90		371		461
Total current assets	8,316		22,161		30,477

Net property, plant and equipment and finance leases	3,246		124		3,370
Intangible assets, net	7,833		211		8,044


Right-of-use assets	53		1,358		1,411
Other assets	9		243		252
Total noncurrent assets	11,141		1,936		13,077
Total assets held for sale (1)	$	19,457	$	24,097	$	43,554

Accounts payable	$	30,365	$	5,980	$	36,345
Accrued employee benefits	—		518		518
Advance billings on contracts	961		5,855		6,816
Accrued warranty expense	1,176		845		2,021
Operating lease liabilities	26		288		314
Other accrued liabilities	4,504		190		4,694
Current borrowings	511		—		511
Total current liabilities	37,543		13,676		51,219

Borrowings, net of current portion	874		—		874
Operating lease liabilities, net of current portion	29		1,075		1,104
Other noncurrent liabilities	1,199		—		1,199
Total noncurrent liabilities	2,102		1,075		3,177
Total liabilities held for sale (1)	$	39,645	$	14,751	$	54,396

Reported as:
Current assets held for sale (1)	$	19,457	$	24,097	$	43,554
Current liabilities held for sale (1)	$	39,645	$	14,751	$	54,396

(1) BWRS, SPIG and GMAB were sold in 2024; therefore, no balances are left to disclose.

The depreciation, amortization, capital expenditures, and significant operating and investing noncash items of the discontinued operations are as follows:


	Three Months Ended March 31, 2025
(in thousands)	Solar	BWRS	Vølund	Total

Impairment of long-lived assets	7,833	—	—	7,833
Gain on divestiture	—	1,014	—	1,014
Purchase of property, plant and equipment	(95)	—	(20)	(115)


	Three Months Ended March 31, 2024
(in thousands)	Solar		BWRS		SPIG		GMAB		Vølund		Total
Depreciation and amortization of long-lived assets	$	—	$	479	$	887	$	1	$	42	$	1,409

Purchase of property, plant and equipment	(127)		(114)		(206)		—		—		(447)