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What changed in Babcock & Wilcox Enterprises, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Babcock & Wilcox Enterprises, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+257 added−297 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-31)

Top changes in Babcock & Wilcox Enterprises, Inc.'s 2025 10-K

257 paragraphs added · 297 removed · 184 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

31 edited+9 added−11 removed23 unchanged
Biggest changeIn addition to our aftermarket offerings, we also provide complete steam generation systems including package boilers, watertube and firetube waste heat boilers, and other boilers to medium and heavy industrial customers. Our unique range of offerings, coupled with the strength of our brand, provides a competitive advantage in existing and emerging markets.
Biggest changeWe provide aftermarket parts, construction, maintenance, engineered upgrades and field services for our installed base as well as the installed base of other original equipment manufacturers. In addition to our aftermarket offerings, we also provide complete steam generation systems including package boilers, watertube and firetube waste heat boilers, and other boilers to medium and heavy industrial customers.
We make available through the Investor section of this website under "About B&W>Investor>Financial Reports," free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, our proxy statement, statements of beneficial ownership of securities on Forms 3, 4 and 5 and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials, to the SEC.
We make available through the Investor section of this website under "About B&W>Investors>Financial Reports," free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, our proxy statement, statements of beneficial ownership of securities on Forms 3, 4 and 5 and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials, to the SEC.
The primary bases of competition are price, technical capabilities, quality, timeliness of performance, breadth of products and services and willingness to accept contract risks. Raw Materials and Suppliers Our operations use raw materials such as carbon and alloy steels in various forms, components and accessories for assembly, which are available from numerous sources.
The primary bases of competition are price, technical capabilities, quality, timeliness of performance, breadth of products and services and willingness to accept contract risks. 9 Raw Materials and Suppliers Our operations use raw materials such as carbon and alloy steels in various forms, components and accessories for assembly, which are available from numerous sources.
Our Board of Directors is actively engaged with our workforce practices and policies and regularly receives updates and provides input on key culture topics, including employee engagement, employee development and succession planning. Patents and Patent Licenses We currently hold a large number of U.S. and foreign patents and have various patent applications pending.
Our Board of Directors is actively engaged with our workforce practices and policies and regularly receives updates and provides input on key culture topics, including employee engagement, employee development and succession planning. 10 Patents and Patent Licenses We currently hold a large number of U.S. and foreign patents and have various patent applications pending.
On the basis of our relative contribution of waste to each site, we expect our share of the 11 ultimate liability for the various sites will not have a material adverse effect on our consolidated financial position, results of operations or cash flows in any given year.
On the basis of our relative contribution of waste to each site, we expect our share of the ultimate liability for the various sites will not have a material adverse effect on our consolidated financial position, results of operations or cash flows in any given year.
Other sales, such as parts and certain aftermarket service activities, are not in the form of long-term contracts, and we recognize revenues as goods are delivered and work is performed. See further discussion in Note 6 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Other sales, such as parts and certain aftermarket service activities, are not in the form of long-term contracts, and we recognize revenues as goods are delivered and work is performed. See further discussion in Note 7 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Generally, however, where there are multiple responsible parties, a final allocation of costs is made based on the amount and type of wastes disposed of by each party and the number of financially viable parties, although this may not be the case with respect to any particular site.
Generally, however, where there are multiple responsible parties, a final allocation of costs is made based on the amount and type of waste disposed of by each party and the number of financially viable parties, although this may not be the case with respect to any particular site.
To the extent that these adjustments result in a reduction or an elimination of previously reported profits with respect to a contract, we would recognize a charge against current earnings, which could be material. See further description of risks related to our customer contracts in Risks Related to Our Operations in Part I, Item 1A of this Annual Report.
To the extent that these adjustments result in a reduction or an elimination of previously reported profits with respect to a contract, we would recognize a charge against current earnings, which could be material. See further description of risks related to our customer contracts in Part I, Item 1A, "Risk Factors" of this Annual Report.
Core Values At B&W, our values of safety, ethics, quality, integrity, respect and agility are at the foundation of our business, and we are focused on efficiently integrating new employees into that culture, whether they join through the normal recruiting and hiring process, or as we have grown through strategic acquisitions.
Core Values At B&W, our values of safety, ethics, quality, integrity, respect and agility are at the foundation of our business, and we are focused on efficiently integrating new employees into that culture, whether they join through the normal recruiting and hiring process, or through strategic acquisitions.
Several factors may influence these expenditures, including: • climate change initiatives promoting environmental policies, including renewable energy options utilizing waste-to-energy or biomass, to meet legislative requirements and clean energy portfolio standards in the United States, Europe, Middle East and Asia; • regulations requiring environmental improvements in various industries and global markets; • expectations regarding future governmental requirements to further limit or reduce greenhouse gas and other emissions in the United States, Europe and other international climate change sensitive countries; • prices for electricity, along with the cost of production and distribution, including the cost of fuels, within the United States, Europe, Middle East and Asia; • demand for electricity and other end products of steam-generating facilities; • level of capacity utilization at operating power plants and other industrial users of steam production; • maintenance and upkeep requirements at operating power plants, including to address the accumulated effects of usage; • overall strength of the industrial industry; • ability of electric power generating companies and other steam users to raise capital; and • the impact of geopolitical conflicts, including the ongoing conflicts in Ukraine and the Middle East.
Several factors may influence these expenditures, including: • climate change initiatives promoting environmental policies to meet legislative requirements and clean energy portfolio standards in North America, Europe, Middle East and Asia; 7 • regulations requiring environmental improvements in various industries and global markets; • expectations regarding future governmental requirements to further limit or reduce greenhouse gas and other emissions in the United States, Europe and other international climate change sensitive countries; • prices for electricity, along with the cost of production and distribution, including the cost of fuels, within the United States, Europe, Middle East and Asia; • demand for electricity and other end products of steam-generating facilities; • level of capacity utilization at operating power plants and other industrial users of steam production; • maintenance and upkeep requirements at operating power plants, including to address the accumulated effects of usage; • overall strength of the industrial industry; • ability of electric power generating companies and other steam users to raise capital; and • the impact of geopolitical conflicts, including the ongoing conflicts in Ukraine and the Middle East.
Compliance with such regulations has not had a material effect on our capital expenditures, results of operations or competitive position to date. For further discussion, see Part I, Item 1A, "Risk Factors" of this Annual Report on Form 10-K. Available Information Our website address is www.babcock.com .
Compliance with such regulations has not had a material effect on our capital expenditures, results of operations or competitive position to date. For further discussion, see Part I, Item 1A, "Risk Factors" of this Annual Report. 11 Available Information Our website address is www.babcock.com .
We are not including the information contained in our website as part of or incorporating it by reference into this Annual Report.
We are not including any information contained in our website as part of or incorporating it by reference into this Annual Report.
Permits and Licenses We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. The kinds of permits, licenses and certificates required in our operations depend upon a number of factors.
Permits and Licenses We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. The permits, licenses and certificates required in our operations depend on a number of factors.
Debt Capital Activities For information regarding our debt activities, see Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. 8 Contracts We execute our contracts through a variety of methods, including fixed-price, cost-plus, target price cost incentive, cost-reimbursable or some combination of these methods.
Debt Capital Activities For information regarding our debt activities, see Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Contracts We execute our contracts through a variety of methods, including fixed-price, cost-plus, target price cost incentive, cost-reimbursable or some combination of these methods. Contracts are usually awarded through a competitive bid process.
We have not been determined to be a major contributor of wastes to any of these sites.
We have not been determined to be a major contributor of waste to any of these sites.
Contracts are usually awarded through a competitive bid process. Factors that customers may consider include price, technical capabilities of equipment and personnel, plant or equipment availability, efficiency, safety record and reputation. Fixed-price contracts are for a fixed selling price to cover all costs and any profit element for a defined scope of work.
Factors that customers may consider include price, technical capabilities of equipment and personnel, plant or equipment availability, efficiency, safety record and reputation. Fixed-price contracts are for a fixed selling price to cover all costs and any profit element for a defined scope of work.
We have also posted on our website our: Corporate Governance Principles; Code of Business Conduct; Code of Ethics for our Chief Executive Officer and Senior Financial Officers; Related Party Transactions Policy; Management, Board Members and Independent Director Information; Amended and Restated By-laws; charters for the Audit & Finance, Governance, Compensation, and Related Party Transactions Committees of our Board; Modern Slavery Transparency Statement; Conflict Minerals Policy; and Tax Strategy Statement.
Our website also includes our: Corporate Governance Principles; Code of Business Conduct; Code of Ethics for our Chief Executive Officer and Senior Financial Officers; Related Party Transactions Policy; Amended and Restated By-laws; charters for the Audit and Finance, Governance, Compensation and Related Party Transactions Committees of our Board; Modern Slavery Transparency Statement; Conflict Minerals Policy; and Tax Strategy Statement, as well as information about our management and board members.
We successfully renegotiated four union contracts in 2024 and have two that will expire in 2025. We consider our relationships with our employees and unions to be in good standing.
We successfully renegotiated our union contracts in 2025 and have one that will expire in 2026. We consider our relationships with our employees and unions to be in good standing.
ITEM 1. Business We are a globally focused renewable, environmental and thermal technologies provider with over 155 years of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers.
ITEM 1. Business We are a globally-focused energy technologies provider with nearly 160 years of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers.
For additional information on the geographic distribution of our revenues, see Note 5 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. 9 Competition With over 155 years of experience, we have a competitive advantage in our experience and technical capability to reliably convert a wide range of fuels to steam.
For additional information on the geographic distribution of our revenues, see Note 6 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Competition With nearly 160 years of experience, we have a competitive advantage in our expertise and technical capabilities to reliably convert a wide range of fuels to steam.
Human Capital Resources Human Capital Management At December 31, 2024, we had approximately 1,950 employees worldwide, of which approximately 1,900 were full-time. Approximately 435 of our hourly employees are union-affiliated, covered by four union agreements related to active facilities in Mexico, the United States, the United Kingdom, and Canada.
Human Capital Resources Human Capital Management At December 31, 2025, we had approximately 1,650 employees worldwide, of which approximately 1,600 were full-time. Approximately 300 of our hourly employees are union-affiliated, covered by two union agreements related to active facilities in Mexico, the United States and Canada.
Government Regulations We are subject to a variety of laws and regulations in the United States and other countries that involve matters central to our business, including those relating to: • the construction and manufacture of renewable, environmental and thermal products; • clean air and other environmental protection legislation; • taxation of domestic and foreign earnings; • tariffs, duties, or trade sanctions and other trade barriers imposed by foreign countries that restrict or prohibit business transactions in certain markets; • user privacy, security, data protection, content, and online-payment services; • intellectual property; • transactions in or with foreign countries or officials; and • use of local employees and suppliers.
Government Regulations We are subject to a variety of laws and regulations in the United States and other countries that involve matters central to our business, including those relating to: • the construction and manufacture of advanced technologies for energy production from coal, natural gas, hydrogen, waste and biomass, as well as environmental solutions and carbon capture systems; • clean air and other environmental protection legislation; • taxation of domestic and foreign earnings; • tariffs, duties, or trade sanctions and other trade barriers imposed by foreign countries that restrict or prohibit business transactions in certain markets; • user privacy, security, data protection, content and online-payment services; • intellectual property; • transactions in or with foreign countries or officials; and • use of local employees and suppliers.
Foreign Operations Our operations in Scotland provide boiler cleaning technologies and systems mainly to European markets. Our Canadian operations serve the Canadian industrial power, oil production and electric utility markets. We have manufacturing facilities in Mexico to serve global markets.
Foreign Operations Our Canadian operations serve the Canadian industrial power, oil production and electric utility markets. We have manufacturing facilities in Mexico to serve global markets.
Across each of our segments, we also compete with a variety of engineering and construction companies related to installation of steam generating systems and environmental control equipment; specialized industrial equipment; and other suppliers of replacement parts, repair and alteration services and other services required to retrofit and maintain existing steam generating systems.
Steinmüller Engineering GmbH Enerfab, Inc Valmet Oyj Fluor Corporation We also compete with a variety of engineering and construction companies related to installation of steam generating systems and environmental control equipment; specialized industrial equipment; and other suppliers of replacement parts, repair and alteration services and other services required to retrofit and maintain existing steam generating systems.
In the event of a contract deferral or cancellation without cause, we generally would be entitled to recover costs incurred, settlement expenses and profit on work completed prior to deferral or termination. Significant or numerous cancellations could adversely affect our business, financial position, results of operations and cash flows.
In the event of a contract deferral or cancellation without cause, we generally would be entitled to recover costs incurred, settlement expenses and profit on work completed prior to deferral or termination.
We have an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others.
Our vast installed base of steam generation equipment includes aftermarket parts, construction, maintenance and field services. We have an extensive global base of installed equipment for utilities and general industrial applications including refining, petrochemical, food processing, metals and others.
We have implemented the Responsible and Flexible Workplace Program ("ReFlex") in the U.S. that provides employees with flexibility in where they work, and we have various work-from-home policies across many of our global operations.
Our Responsible and Flexible Workplace Program ("ReFlex") in the U.S. provides employees with flexibility in where they work, and we have various work-from-home policies across many of our global operations. Through ReFlex, our employees have the needed flexibility and autonomy in how they work, allowing us to deliver on our projects and ensure our customers' needs are met.
From time to time, we partner with other companies to meet the needs of our customers, which can result in project-related joint venture entities or other contractual arrangements. While we carefully select our partners in these arrangements, they can subject us to risks that we may not be able to fully control and may include joint and several liability.
While we carefully select our partners in these arrangements, they can subject us to risks that we may not be able to fully control and may include joint and several liability.
Market Update Management continues to adapt to macroeconomic conditions, including the impacts from inflation, higher interest rates and foreign exchange rate volatility and geopolitical conflicts. In certain instances, these situations have resulted in cost increases and delays or disruptions that have had, and could continue to have, an adverse impact on our ability to meet customers’ demands.
In certain instances, these situations have resulted in cost increases and delays or disruptions that have had, and could continue to have, an adverse impact on our ability to meet customers' demands.
Workforce Engagement We believe an engaged global workforce is critical to our success as we work to profitably grow our business as a leading supplier of clean and sustainable energy solutions. B&W is known for having a dedicated, long-tenured workforce and for having some of the best, most experienced employees in the industries we serve.
B&W is known for having a dedicated, long-tenured workforce, with some of the best and most experienced employees in the industries we serve.
Through ReFlex, our employees have the needed flexibility and autonomy in how they work, allowing us to deliver on our projects and ensure our customers' needs are met. 10 Compensation and Benefits We believe it is important to provide competitive compensation and benefits programs for our employees.
Compensation and Benefits We believe it is important to provide competitive compensation and benefits programs for our employees.
Removed
Our innovative products and services are organized into the following market-facing reporting segments: • Babcock & Wilcox Renewable: Our innovative BrightLoo p ™ hydrogen generation technology supports global climate goals including the decarbonization of industrial and utility steam and power producers.
Added
We support global energy needs and baseload power demand by providing advanced technologies that utilize coal, natural gas, hydrogen, waste and biomass to produce energy, environmental solutions and carbon capture systems. Our proven platforms help utilities, data centers, oil and gas, and other industries meet rising demand, while our comprehensive aftermarket services keep existing power plants operating efficiently.
Removed
BrightLoo p ™ offers significant advantages over other hydrogen generation technologies as it generates competitively priced hydrogen from a wide range of fuels, including solid fuels such as biomass and coal, with a high rate of carbon captured resulting in low, or even negative, carbon-intensity hydrogen.
Added
Our advanced environmental and decarbonization technologies help to reduce greenhouse gases and other emissions and capture carbon. We also are investing in new coal and natural gas technologies to produce steam or hydrogen from solid fuels and simultaneously isolate and capture CO 2 .
Removed
We also offer best-in-class technologies for efficient and environmentally sustainable power and heat generation, oxygen-fired biomass-to-energy (OxyBright ™ ), and black liquor systems for the pulp and paper industry.
Added
In the fourth quarter of 2025, we reassessed our segment structure as a result of the completion of our strategic shift to streamline and simplify our business. This transformation included the divestiture of certain non-core assets, as described in Note 4 to the Consolidated Financial Statements that accompany this report.
Removed
Our leading waste-to-energy technologies support a circular economy, diverting waste from landfills to use for power generation and replacing fossil fuels, while recovering recyclable metals and reducing emissions. • Babcock & Wilcox Environmental: Our full suite of emissions control and environmental technology solutions for utility, waste-to-energy, biomass-to-energy, carbon black, and industrial steam generation applications around the world.
Added
As a result of this assessment, we have determined we have one reportable segment, labeled as B&W. The revised segment presentation has been applied retrospectively to all periods presented. For further information regarding our segment reporting, see Note 6 to the Consolidated Financial Statements that accompany this report.
Removed
Our broad experience includes systems for cooling ash handling, particulate control, nitrogen oxides and sulfur dioxides removal, chemical looping for carbon control and mercury control.
Added
Our unique range of offerings, coupled with the strength of our brand, provides a competitive advantage in existing and emerging markets, including utilities and power generation, AI data centers, and other industrial markets, including oil and gas. We also offer specialized technologies in industrial energy production, including hydrogen and syngas.
Removed
Our ClimateBright ™ products including SolveBright ™ , OxyBright ™ , BrightLoop ™ and BrightGen ™ place us at the forefront of hydrogen production and decarbonization technologies and development with many of these products already commercially available and others ready for commercial deployment.
Added
Market Update Management continues to adapt to macroeconomic conditions, including the impacts from inflation, higher interest rates and foreign exchange rate volatility, current and potential tariff actions and geopolitical conflicts.
Removed
We believe these technologies position us to compete in the 7 bioenergy sector within the carbon capture and sequestration (BECCS) market.
Added
Significant or numerous cancellations could adversely affect our business, financial position, results of operations and cash flows. 8 From time to time, we partner with other companies to meet the needs of our customers, which can result in project-related joint venture entities or other contractual arrangements.
Removed
Our portfolio of clean power production solutions continues to evolve to reach customers at all stages of their energy transition. • Babcock & Wilcox Thermal: Our vast installed base of steam generation equipment includes aftermarket parts, construction, maintenance and field services for plants in the power generation, oil and gas and industrial sectors.
Added
Competitors include: Aker Carbon Capture ASA GE Vernova, Inc. Andritz AG Kanadevia Inova Babcock Power Inc. Mitsubishi Power, Ltd. CECO Environmental Shell Global Cansolv Doosan Corporation Southern Environmental, Inc Elessent Clean Technologies Inc.
Removed
We provide aftermarket parts, construction, maintenance, engineered upgrades and field services for our installed base as well as the installed base of other original equipment manufacturers; the substantial and stable cash flows generated from these businesses help to fund our investments in new clean energy initiatives.
Added
Workforce Engagement We believe an engaged global workforce is critical to our success as we work to profitably grow our business as a leading supplier of reliable and efficient steam generating systems, aftermarket parts, construction, maintenance and field services, and emissions control technologies for utilities, data centers and a broad range of industries.
Removed
Each segment’s primary competitors are summarized as follows: B&W Renewable segment B&W Environmental segment B&W Thermal segment Andritz AG Aker Carbon Capture ASA AZCO Inc. Clyde Industries, Inc. Dürr Group Babcock Power Inc. (1) Steinmüller Engineering GmbH Elessent Clean Technologies Inc. Clyde Bergemann Power Group Valmet Oyj UCC Environmental Doosan Corporation (1) Radscan AB Enerfab, Inc. Seagull Environmental Technologies, Inc.
Removed
GE Vernova, Inc. (1) Southern Environmental, Inc Mitsubishi Power, Ltd. (1) (1) Babcock Power Inc., Doosan Corporation, GE Vernova, Inc., and Mitsubishi Power, Ltd. are also considered primary competitors of the B&W Environmental Segment.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

79 edited+18 added−35 removed172 unchanged
Biggest changeThe market price of our common stock could fluctuate significantly in future periods due to a number of factors, many of which are beyond our control, including, but not limited to: • fluctuations in our quarterly or annual earnings or those of other companies in our industry; • failure of our operating results to meet the estimates of securities analysts or the expectations of our shareholders; • securities analysts' changes in their estimates of our future earnings; • announcements by us or our customers, suppliers or competitors; • the depth and liquidity of the market for our common stock; • changes in laws or regulations that adversely affect our industry or us; • changes in accounting standards, policies, guidance, interpretations or principles; • general economic, industry and stock market conditions; • future sales of our common stock by our shareholders; • the concentration of ownership of our common stock; • future issuances of our common stock by us; • our ability to pay dividends in the future; and • the other risk factors set forth under Part I, Item 1A and other parts of this Annual Report.
Biggest changeThe market price of our common stock could fluctuate significantly in future periods due to a number of factors, many of which are beyond our control, including, but not limited to: • fluctuations in our quarterly or annual earnings or those of other companies in our industry; • failure of our operating results to meet the estimates of securities analysts or the expectations of our shareholders; 24 • securities analysts' changes in their estimates of our future earnings; • announcements by us or our customers, suppliers or competitors; • the depth and liquidity of the market for our common stock; • changes in our liquidity position; • our compliance with our obligations under our debt facility; • changes in laws or regulations that adversely affect our industry or us; • changes in accounting standards, policies, guidance, interpretations or principles; • general economic, industry and stock market conditions; • future sales of our common stock by our shareholders, including B.
If these information systems are damaged, intruded upon, attacked, shutdown or cease to function properly, whether by misconfiguration, planned upgrades, force majeure events, telecommunication failures, malware or viruses, or other cybersecurity incidents and our business continuity plans do not mitigate the issues in a timely manner, the services we provide to customers, the value of our investment in research and development efforts and other intellectual property, our 21 product sales, our ability to comply with regulations related to information contained on our information technology systems, our financial condition, results of operations and stock price may be materially and adversely affected, and we could experience delays in reporting our financial results.
If these information systems are damaged, intruded upon, attacked, shutdown or cease to function properly, whether by misconfiguration, planned upgrades, force majeure events, telecommunication failures, malware or viruses, or other cybersecurity incidents and our business continuity plans do not mitigate the issues in a timely manner, the services we provide to customers, the value of our investment in research and development efforts and other intellectual property, our product sales, our ability to comply with regulations related to information contained on our information technology systems, our financial condition, results of operations and stock price may be materially and adversely affected, and we could experience delays in reporting our financial results.
Generally, future changes in applicable U.S. or foreign tax laws and regulations, including the Organisation for Economic Co-operation and Development's ("OECD") Global Minimum Tax ("Pillar 2") initiative, or their interpretation and application could have an adverse effect on our business, financial conditions and results of operations. Significant judgment is required in determining our worldwide provision for income taxes.
Generally, future changes in applicable U.S. or foreign tax laws and regulations, including the Organisation for Economic Co-operation and Development's Global Minimum Tax ("Pillar 2") initiative, or their interpretation and application could have an adverse effect on our business, financial conditions and results of operations. Significant judgment is required in determining our worldwide provision for income taxes.
These include, but are not limited to: • risks of war, terrorism and civil unrest; • expropriation, confiscation or nationalization of our assets; • renegotiation or nullification of our existing contracts; • changing political conditions and changing laws and policies affecting trade and investment, such as tariffs and trade wars; • overlap of different tax structures; 25 • changes in foreign currency exchange rates; and • tariffs, price controls and trade agreements and disputes.
These include, but are not limited to: • risks of war, terrorism and civil unrest; • expropriation, confiscation or nationalization of our assets; • renegotiation or nullification of our existing contracts; • changing political conditions and changing laws and policies affecting trade and investment, such as tariffs and trade wars; • overlap of different tax structures; • changes in foreign currency exchange rates; and • tariffs, price controls and trade agreements and disputes.
Our ability to meet customer delivery schedules for our backlog is dependent on a number of factors including, but not limited to, access to the raw materials required for production, an adequately trained and capable workforce, project engineering expertise for certain large projects, sufficient manufacturing plant capacity, available subcontractors and appropriate planning and scheduling of 16 manufacturing resources.
Our ability to meet customer delivery schedules for our backlog is dependent on a number of factors including, but not limited to, access to the raw materials required for production, an adequately trained and capable workforce, project engineering expertise for certain large projects, sufficient manufacturing plant capacity, available subcontractors and appropriate planning and scheduling of manufacturing resources.
We are subject to a variety of laws and regulations in the United States and other countries that involve matters central to our business, including user privacy, security, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and online-payment services.
We are subject to a variety of laws and regulations in the United States and other countries that involve matters central to our business, including user privacy, security, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and online- 20 payment services.
In addition, the continuation of the Russia-Ukraine conflict could lead to other disruptions, instability and volatility in global markets and industries that could negatively impact our operations. We could be adversely affected by violations of the United States Foreign Corrupt Practices Act, the UK Anti-Bribery Act or other anti-bribery laws. The U.S.
In addition, the continuation of the Russia-Ukraine conflict could lead to other disruptions, instability and volatility in global markets and industries that could negatively impact our operations. 23 We could be adversely affected by violations of the United States Foreign Corrupt Practices Act, the UK Anti-Bribery Act or other anti-bribery laws. The U.S.
Based on information that is publicly available, we determined that a Section 382 ownership change occurred in July 2019 as a result of the Equitization 28 Transactions. If we experience subsequent ownership changes, certain NOL carryforwards (including previously disallowed interest carryforwards) may be subject to more than one section 382 limitation.
Based on information that is publicly available, we determined that a Section 382 ownership change occurred in July 2019 as a result of the Equitization Transactions. If we experience subsequent ownership changes, certain NOL carryforwards (including previously disallowed interest carryforwards) may be subject to more than one section 382 limitation.
Our ability to obtain and maintain sufficient capacity under our Debt Facilities is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, our ability to support contract security requirements in the future will be diminished. 20 Our total assets include goodwill and other indefinite-lived intangible assets.
Our ability to obtain and maintain sufficient capacity under our Debt Facilities is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, our ability to support contract security requirements in the future will be diminished. Our total assets include goodwill and other indefinite-lived intangible assets.
Also, our customers may demand more favorable pricing terms and find it increasingly difficult to timely pay invoices for our products and services, which would impact our future cash flows and liquidity. Inflation or significant changes in interest rates could reduce the demand for our products and services.
Also, our customers may demand more favorable pricing terms and find it increasingly difficult to timely pay invoices for our products and services, which would impact our future cash flows and liquidity. Inflation or significant changes in interest rates could 17 reduce the demand for our products and services.
We maintain insurance coverage as part of our overall risk management strategy and due to requirements to maintain specific coverage in our financing agreements and in many of our contracts. These policies do not protect us against all liabilities 24 associated with accidents or for unrelated claims.
We maintain insurance coverage as part of our overall risk management strategy and due to requirements to maintain specific coverage in our financing agreements and in many of our contracts. These policies do not protect us against all liabilities associated with accidents or for unrelated claims.
A significant increase in our effective tax rate could have a material adverse effect on our profitability and liquidity. Our ability to use NOL and certain tax credits to reduce future tax payments could be further limited if we experience an additional "ownership change".
A significant increase in our effective tax rate could have a material adverse effect on our profitability and liquidity. 26 Our ability to use NOL and certain tax credits to reduce future tax payments could be further limited if we experience an additional "ownership change".
We endeavor to identify and obtain in established markets insurance agreements to cover significant risks and liabilities. Insurance against some of the risks inherent in our operations is either unavailable or available only at rates or on terms that we consider uneconomical.
We endeavor to identify and obtain in established markets insurance agreements to cover significant risks and liabilities. Insurance against some of the risks inherent in our operations is either unavailable or available only at rates or on terms that 15 we consider uneconomical.
Any event that requires us to repay any of our debt before it is due could require us to borrow additional amounts at unfavorable borrowing terms, cause a significant reduction in our liquidity and impair our ability to pay amounts due on our indebtedness.
Any event that requires us to repay any of our debt before it is due could require us to borrow additional amounts at unfavorable borrowing terms, cause a significant reduction in our 18 liquidity and impair our ability to pay amounts due on our indebtedness.
These disagreements could result in delays, additional costs and risks of litigation. In these arrangements, we sometimes have 15 joint and several liabilities with our partners, and we cannot be certain that our partners will be able to satisfy any potential liability that could arise.
These disagreements could result in delays, additional costs and risks of litigation. In these arrangements, we sometimes have joint and several liabilities with our partners, and we cannot be certain that our partners will be able to satisfy any potential liability that could arise.
Our 19 vendors also may be unable to meet our demand, significantly increase lead times for deliveries or impose significant price increases that we are or may be unable to offset through alternate sources of supply, price increases to our customers or increased productivity in our operations.
Our vendors also may be unable to meet our demand, significantly increase lead times for deliveries or impose significant price increases that we are or may be unable to offset through alternate sources of supply, price increases to our customers or increased productivity in our operations.
Riley may have an adverse effect on the price of our common stock, and the interests of B. Riley may not be consistent with the interests of our other shareholders. We may issue preferred stock that could dilute the voting power or reduce the value of our common stock.
Riley may have an adverse effect on the price of our common stock, and the interests of B. Riley may not be consistent with the interests of our other shareholders. We may issue additional preferred stock that could dilute the voting power or reduce the value of our common stock.
Moreover, certain 17 accidents or failures, including accidents resulting in bodily injury or harm, could disqualify us from continuing business with customers, and any losses arising thereby may not be covered by insurance or other indemnification.
Moreover, certain accidents or failures, including accidents resulting in bodily injury or harm, could disqualify us from continuing business with customers, and any losses arising thereby may not be covered by insurance or other indemnification.
There can be no assurance that we will have sufficient resources to make such investments, that we will be able to make the technological advances necessary to maintain competitive advantages or that we can recover major research and development expenses.
There can be no assurance that we will have sufficient resources to make such investments, that we will be able to make the technological advances necessary to maintain competitive advantages or that we can recover major 16 research and development expenses.
General Risk Factors Our business could be harmed if we fail to maintain effective internal control over financial reporting, and we have identified certain material weaknesses as of December 31, 2024.
General Risk Factors Our business could be harmed if we fail to maintain effective internal control over financial reporting, and we have identified certain material weaknesses as of December 31, 2024 and December 31, 2025.
These variations and the risks generally inherent in our industry may result in actual revenues or costs being different from those we originally estimated and may result in reduced profitability or losses on contracts.
These variations and the risks 12 generally inherent in our industry may result in actual revenues or costs being different from those we originally estimated and may result in reduced profitability or losses on contracts.
Moreover, as the Russia-Ukraine conflict continues, there can be no certainty regarding whether such governments or other governments will impose additional sanctions, export controls or other economic or military measures against Russia.
As the Russia-Ukraine conflict continues, there can be no certainty regarding whether such governments or other governments will impose additional sanctions, export controls or other economic or military measures against Russia.
Our business, financial condition or results of operations may be adversely impacted by the unexpected loss of any of our management team or other key personnel, or more generally if we fail to attract, recruit, motivate and retain qualified personnel. 29 We outsource certain business processes to third-party vendors and have certain business relationships that subject us to risks, including disruptions in business which could increase our costs.
Our business, financial condition or results of operations may be adversely impacted by the unexpected loss of any of our management team or other key personnel, or more generally if we fail to attract, recruit, motivate and retain qualified personnel. 27 We outsource certain business processes to third-party vendors and have certain business relationships that subject us to risks, including disruptions in business which could increase our costs.
Riley were to act together with other shareholders on any matter presented for shareholder approval, they could have the ability to control the outcome of that matter. B.
Riley were to act together with other shareholders on any matter presented for shareholder approval, they could have the ability to control 25 the outcome of that matter. B.
Many aspects of our operations and properties are affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to: • the construction and manufacture of renewable, environmental and thermal products; • clean air and other environmental protection legislation; • taxation of domestic and foreign earnings; • tariffs, duties, trade sanctions or trade wars and other trade barriers imposed by countries that restrict or prohibit business transactions in certain markets or in certain goods; • user privacy, security, data protection, content, and online-payment services; • intellectual property; • transactions in or with foreign countries or officials; and • use of local employees and suppliers.
Many aspects of our operations and properties are affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to: • the construction and manufacture of our products; • clean air and other environmental protection legislation; • taxation of domestic and foreign earnings; • tariffs, duties, trade sanctions or trade wars and other trade barriers imposed by countries that restrict or prohibit business transactions in certain markets or in certain goods; 21 • user privacy, security, data protection, content, and online-payment services; • intellectual property; • transactions in or with foreign countries or officials; and • use of local employees and suppliers.
These expenditures are influenced by such factors including, but not limited to: • prices for electricity, along with the cost of production and distribution; 18 • prices for natural resources such as coal and natural gas; • demand for electricity and other end products of steam-generating facilities; • availability of other sources of electricity or other end products; • requirements of environmental legislation and regulations, including potential requirements applicable to carbon dioxide emissions; • investments in renewable energy sources and technology; • impact of potential regional, state, national and/or global requirements to significantly limit or reduce greenhouse gas emissions in the future; • level of capacity utilization and associated operations and maintenance expenditures of power generating companies and other steam-using facilities; • requirements for maintenance and upkeep at operating power plants and other steam-using facilities to combat the accumulated effects of wear and tear; • ability of electric generating companies and other steam users to raise capital; and • relative prices of fuels used in boilers, compared to prices for fuels used in gas turbines and other alternative forms of generation.
These expenditures are influenced by such factors including, but not limited to: • prices for electricity, along with the cost of production and distribution; • prices for natural resources such as coal and natural gas; • demand for electricity and other end products of steam-generating facilities, including for emerging markets such as AI data centers; • availability of other sources of electricity or other end products; • requirements of environmental legislation and regulations, including potential requirements applicable to carbon dioxide emissions; • investments in renewable energy sources and technology; • impact of potential regional, state, national and/or global requirements to significantly limit or reduce greenhouse gas emissions in the future; • level of capacity utilization and associated operations and maintenance expenditures of power generating companies and other steam-using facilities; • requirements for maintenance and upkeep at operating power plants and other steam-using facilities to combat the accumulated effects of wear and tear; • ability of electric generating companies and other steam users to raise capital; and • relative prices of fuels used in boilers, compared to prices for fuels used in gas turbines and other alternative forms of generation.
Failure to effectively execute our acquisition strategy or successfully integrate the acquired businesses could have an adverse effect on our competitive position, reputation, financial condition, results of operations, cash flows and liquidity. Our evaluation of strategic alternatives for certain businesses and non-core assets may not result in a successful transaction.
Failure to effectively execute our acquisition strategy or successfully integrate the acquired businesses could have an adverse effect on our competitive position, reputation, financial condition, results of operations, cash flows and liquidity. Our evaluation of strategic alternatives for certain businesses and non-core assets may not result in successful transactions.
Depending on our future financial condition and results of operations, we may be unable to refinance our Notes Due 2026 on or prior to their maturity or at all. 13 In January 2024, we entered into a Credit Agreement, as described in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Depending on our future financial condition and results of operations, we may be unable to refinance our 6.50% Senior Notes Due 2026 on or prior to their maturity or at all. In January 2024, we entered into a Credit Agreement, as described in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Due to the existence of these material weaknesses, we concluded that our internal control over financial reporting was not effective as of December 31, 2024.
Due to the existence of these material weaknesses, we concluded that our internal control over financial reporting was not effective as of December 31, 2025.
We have international operations primarily in Europe, Canada, and Mexico. For the year ended December 31, 2024, international operations accounted for approximately 35% of our total revenues. Our significant international subsidiaries may have sales and cost of sales in different currencies as well as other transactions that are denominated in currencies other than their functional currency.
We have international operations primarily in Europe, Canada, and Mexico. For the year ended December 31, 2025, international operations accounted for approximately 29% of our total revenues. Our significant international subsidiaries may have sales and cost of sales in different currencies as well as other transactions that are denominated in currencies other than their functional currency.
In addition, we may experience delays in satisfying our reporting obligations to comply with SEC rules and regulations, which could result in investigations and sanctions by regulatory authorities. Any of these could adversely affect our business and the value of our common stock, and we may be unable to maintain compliance with NYSE listing standards.
In addition, we may experience delays in satisfying our reporting obligations to comply with SEC rules and regulations, which could result in investigations and sanctions by regulatory authorities. Any of these could adversely affect our business and the value of our listed securities, and we may be unable to maintain compliance with NYSE listing standards.
Some of these risks include: • difficulties encountered on our large-scale contracts related to the procurement of materials, including due to increases in tariffs or trade wars, or due to schedule disruptions, equipment performance failures, engineering and design complexity, unforeseen site conditions, rejection clauses in customer contracts or other factors that may result in additional costs to us, reductions in revenue, claims or disputes; • our inability to obtain compensation for additional work we perform or expenses we incur as a result of our customers or subcontractors providing deficient design or engineering information or equipment or materials; • requirements to pay liquidated damages upon our failure to meet schedule or performance requirements of our contracts; and • difficulties in engaging third-party subcontractors, equipment manufacturers or materials suppliers or failures by third-party subcontractors, equipment manufacturers or materials suppliers to perform resulting in contract delays or additional costs. 14 Disputes with customers with long-term contracts could adversely affect our financial condition.
Some of these risks include: • difficulties encountered on our large-scale contracts related to the procurement of materials, including due to increases in tariffs or trade wars, or due to schedule disruptions, equipment performance failures, engineering and design complexity, unforeseen site conditions, rejection clauses in customer contracts or other factors that may result in additional costs to us, reductions in revenue, claims or disputes; • our inability to obtain compensation for additional work we perform or expenses we incur as a result of our customers or subcontractors providing deficient design or engineering information or equipment or materials; • requirements to pay liquidated damages upon our failure to meet schedule or performance requirements of our contracts; and • difficulties in engaging third-party subcontractors, equipment manufacturers or materials suppliers or failures by third-party subcontractors, equipment manufacturers or materials suppliers to perform resulting in contract delays or additional costs.
As discussed in Part II, Item 9A. of this Annual Report, we identified certain material weaknesses as of December 31, 2024 in five components of internal control based on criteria established in the 2013 Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
As discussed in Part II, Item 9A. of this Annual Report, we identified certain material weaknesses as of December 31, 2025 in three components of internal control based on criteria established in the 2013 Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
These covenants could limit our financial and operating flexibility as well as our ability to plan for and react to market conditions, meet our capital needs and support our strategic priorities and initiatives should we take on additional indebtedness for acquisition or other strategic objectives.
Our Debt Facilities contain financial and other restrictive covenants. These covenants could limit our financial and operating flexibility as well as our ability to plan for and react to market conditions, meet our capital needs and support our strategic priorities and initiatives should we take on additional indebtedness for acquisition or other strategic objectives.
As of December 31, 2024, goodwill and other indefinite-lived intangible assets totaled $101.2 million. We review goodwill and other intangible assets at least annually for impairment and any excess in carrying value over the estimated fair value is charged to the Consolidated Statement of Operations. No indicators of goodwill impairment were identified for our reporting units at the measurement date.
As of December 31, 2025, goodwill and other indefinite-lived intangible assets totaled $53.1 million. We review goodwill and other intangible assets at least annually for impairment and any excess in carrying value over the estimated fair value is charged to the Consolidated Statement of Operations. No indicators of goodwill impairment were identified for our reporting units at the measurement date.
If we are unable to refinance our Notes Due 2026 on commercially reasonable terms or at all, it may materially and adversely affect our reputation, liquidity, business, financial condition or results of operations, we may breach our obligations under either of the Notes Due 2026 and it may be necessary for us to reorganize, including through bankruptcy proceedings.
If we are unable to repay, defease, satisfy or refinance our 6.50% Senior Notes Due 2026 on commercially reasonable terms or at all, it may materially and adversely affect our reputation, liquidity, business, financial condition or results of operations, we may breach our obligations under the Credit Agreement or Senior Notes Due 2026 and it may be necessary for us to reorganize, including through bankruptcy proceedings.
Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings; our inability to deliver our backlog on time could affect our future sales and profitability, and our relationships with our customers. Our backlog was $540.1 million as of December 31, 2024 and $368.2 million at December 31, 2023.
Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings; our inability to deliver our backlog on time could affect our future sales and profitability, and our relationships with our customers. Our backlog was $423.6 million as of December 31, 2025 and $495.2 million at December 31, 2024.
If we become unable to continue as a going concern, we may have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our Consolidated Financial Statements.
If we become unable to continue as a going concern, we may have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our Consolidated Financial Statements. The financial and other covenants in our debt agreements may adversely affect us.
Further, if we were to issue additional equity securities (or securities convertible into or exchangeable or exercisable for equity securities) to raise additional capital, including in connection with any financing, our shareholders' ownership interests in us will be diluted and the value of our common stock may be reduced. B. Riley has significant influence over us.
Further, if we were to issue additional equity securities (or securities convertible into or exchangeable or exercisable for equity securities) to raise additional capital, including in connection with any financing, or if our oustanding warrants are converted to common stock, our shareholders' ownership interests in us will be diluted and the value of our common stock may be reduced. B.
See "Risks Related to Environmental Regulation" below for further information. Risks Related to Environmental Regulation Our operations are subject to various environmental laws and legislation that may become more stringent in the future.
Risks Related to Environmental Regulation Our operations are subject to various environmental laws and legislation that may become more stringent in the future.
Moreover, even if we ultimately succeed in recovering from BWXT any amounts for which we are held liable, we may be temporarily required to bear these losses.
Moreover, even if we ultimately succeed in recovering from BWXT any amounts for which we are held liable, we may be temporarily required to bear these losses. Item 1B. Unresolved Staff Comments None
Our revenues from sales to customers located outside of the U.S. represented approximately 35%, 31% and 26% of total revenues for continuing operations for the years ended December 31, 2024, 2023 and 2022, respectively.
Our revenues from sales to customers located outside of the U.S. represented approximately 29%, 33% and 28% of total revenues for continuing operations for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2024, bonds issued and outstanding under these arrangements in support of contracts totaled approximately $177.8 million. The aggregate value of the letters of credit backstopping surety bonds was $15.7 million. These letters of credit and bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts.
As of December 31, 2025, bonds issued and outstanding under these arrangements in support of contracts totaled approximately $253.4 million. The aggregate value of the letters of credit backstopping surety bonds was $16.5 million. These letters of credit and bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts.
We may incur substantial expenses associated with identifying and evaluating potential strategic alternatives. The process of exploring strategic alternatives may be time consuming and disruptive to our business operations, and if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected.
The process of exploring strategic alternatives may be time consuming and disruptive to our business operations, and if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected.
A dispute with a customer during the life of a long-term contract could, and in the past has, impacted our ability to receive payments or otherwise recoup incurred costs and expenses.
Some of these contracts provide for advance payments to assist us in covering these costs and expenses. A dispute with a customer during the life of a long-term contract could, and in the past has, impacted our ability to receive payments or otherwise recoup incurred costs and expenses.
Success on these joint contracts depends in part on whether our co-venturers fulfill their contractual obligations satisfactorily. If any one or more of these third parties fail to perform their contractual obligations satisfactorily, we may be required to make additional investments and provide added services in order to compensate for that failure.
If any one or more of these third parties fail to perform their contractual obligations satisfactorily, we may be required to make additional investments and provide added services in order to compensate for that failure.
The aggregate value of the outstanding letters of credit provided under the Letter of Credit Agreement backstopping letters of credit or bank guarantees was $0.8 million as of December 31, 2024. Of the outstanding letters of credit issued under the Letter of Credit Agreement, $4.4 million are subject to foreign currency revaluation and $15.7 million backstop certain surety bonds.
The aggregate value of the outstanding letters of credit provided under the Letter of Credit Agreement backstopping letters of credit or bank guarantees was $7.2 million as of December 31, 2025. Of the outstanding letters of credit issued under the Letter of Credit Agreement, $27.1 million are subject to foreign currency revaluation and $16.5 million backstop certain surety bonds.
As of December 31, 2024, B. Riley controls approximately 30.3% of the voting power represented by our common stock. B. Riley currently has the right to nominate one member of our board of directors pursuant to the investor rights agreement we entered into with them on April 30, 2019. The investor rights agreement also provides pre-emptive rights to B.
Riley has significant influence over us. As of December 31, 2025, B. Riley controls approximately 22.1% of the voting power represented by our common stock. B. Riley currently has the right to nominate one member of our board of directors pursuant to the investor rights agreement we entered into with them on April 30, 2019.
Since April 2024, we have entered into a number of amendments and waivers to the Credit Agreement to, among other things, provide relief or waiver under certain financial and other covenants and to waive certain events of default thereunder.
We have entered into a number of amendments and waivers to our Debt Facilities to, among other things, provide relief or waiver under certain financial and other covenants and to waive certain events of default thereunder.
As described in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, during 2021, we completed offerings of $151.2 million aggregate principal amount of our 8.125% Senior Notes due February 2026 and $151.4 million aggregate principal amount of our 6.50% Senior Notes due December 2026.
As described in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, during 2021, we completed an offering of $151.4 million aggregate principal amount of our 6.50% Senior Notes due December 2026, of which $84.8 million was outstanding at December 31, 2025.
Uncertainty over global tariffs, or the financial impact of tariffs, may negatively affect our results. Changes in U.S. domestic and global tariff frameworks have increased our costs of producing goods, particularly in connection with imports used in our renewable business and resulted in additional risks to our supply chain.
Changes in U.S. domestic and global tariff frameworks have increased our costs of producing goods, particularly in connection with imports used in our renewable business and resulted in additional risks to our supply chain.
Failure to properly handle these materials could pose a health risk to humans or wildlife and could cause personal injury and property damage (including environmental contamination).
Our operations involve the handling, transportation and disposal of hazardous materials. Failure to properly handle these materials could pose a health risk to humans or wildlife and could cause personal injury and property damage (including environmental contamination).
Our operations involve the handling, transportation and disposal of hazardous materials, and environmental laws and regulations and civil liability for contamination of the environment or related personal injuries may result in increases in our operating costs and capital expenditures and decreases in our earnings and cash flows. Our operations involve the handling, transportation and disposal of hazardous materials.
Accordingly, we can provide no assurance that we will not incur significant environmental compliance costs in the future. 22 Our operations involve the handling, transportation and disposal of hazardous materials, and environmental laws and regulations and civil liability for contamination of the environment or related personal injuries may result in increases in our operating costs and capital expenditures and decreases in our earnings and cash flows.
We also rely on intellectual property we license from third parties. Our failure to protect our intellectual property rights, or our inability to obtain or renew licenses to use intellectual property of third parties, could adversely affect our business. Our success depends, in part, on our ability to protect our proprietary information and other intellectual property.
We rely on intellectual property law and confidentiality agreements to protect our intellectual property. We also rely on intellectual property we license from third parties. Our failure to protect our intellectual property rights, or our inability to obtain or renew licenses to use intellectual property of third parties, could adversely affect our business.
These agreements and security measures may be inadequate to deter or prevent misappropriation of our confidential information. In the event of an infringement of our intellectual property rights, a breach of a confidentiality agreement or divulgence of proprietary information, we may not have adequate legal remedies to protect our intellectual property.
In the event of an infringement of our intellectual property rights, a breach of a confidentiality agreement or divulgence of proprietary information, we may not have adequate legal remedies to protect our intellectual property.
Although no serious shortage exists at this time, growth or volatility in the global economy may exacerbate pressures on us and our suppliers, which could affect our operating and financial results. Risks Related to Our Financial Condition The financial and other covenants in our debt agreements may adversely affect us. Our Debt Facilities contain financial and other restrictive covenants.
Although no serious shortage exists at this time, growth or volatility in the global economy may exacerbate pressures on us and our suppliers, which could affect our operating and financial results.
The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.
For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.
However, future events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws and regulations, may require additional expenditures by us, which may be material. Accordingly, we can provide no assurance that we will not incur significant environmental compliance costs in the future.
However, future events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws and regulations, may require additional expenditures by us, which may be material.
We also participate in various multi-employer pension plans in the United States and Canada under union and industry agreements that generally provide defined benefits to employees covered by collective bargaining agreements.
As of December 31, 2025, our defined benefit pension and postretirement benefit plans were underfunded by approximately $174.3 million . We also participate in various multi-employer pension plans in the United States and Canada under union and industry agreements that generally provide defined benefits to employees covered by collective bargaining agreements.
Riley with respect to certain future issuances of our equity securities. As a result of these arrangements, B. Riley has significant influence over our management and policies and over all matters requiring shareholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions. If B.
Riley has significant influence over our management and policies and over all matters requiring shareholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions. If B.
DPF") and/or the UK Extension of the EU-U.S. DPF, as well as certain approved forms of data protection agreements, called Standard Contractual Clauses, for data transfers from EU and UK to the US. These transfer mechanisms may be subject to challenge or invalidation, which may restrict the transfer of personal data which could impact our operations and increase our costs.
DPF") and/or the UK Extension of the EU-U.S. DPF. These transfer mechanisms may be subject to challenge or invalidation, which may restrict the transfer of personal data which could impact our operations and increase our costs.
We continue to evaluate strategic alternatives for our business lines and assets to improve our capital structure, such as the decision in the third quarter of 2023 to sell B&W Solar. There can be no assurance that these ongoing strategic evaluations will result in the identification or consummation of any transaction.
We continue to evaluate strategic alternatives for our business lines and assets to improve our capital structure. There can be no assurance that these ongoing strategic evaluations will result in the identification or consummation of any transaction. We may incur substantial expenses associated with identifying and evaluating potential strategic alternatives.
There are $41.3 million total outstanding letters of credit as of December 31, 2024. The aggregate value of all such letters of credit and bank guarantees outside of our Letter of Credit Agreement as of December 31, 2024, was $3.1 million.
There were $59.6 million total outstanding letters of credit under domestic facilities as of December 31, 2025. The aggregate value of all such letters of credit and bank guarantees outside of our Letter of Credit Agreement as of December 31, 2025, was $6.5 million.
In addition, the deterioration of macroeconomic conditions or negative trends in the global credit markets could have a negative impact on relationships with customers and our ability to collect on trade receivables, with possible adverse effects on our business, financial condition, results of operations and cash flows.
In some cases, we have joint and several liability with consortium partners in our projects and we may be subject to additional losses if our partners are unable to meet their contractual obligations. 19 In addition, the deterioration of macroeconomic conditions or negative trends in the global credit markets could have a negative impact on relationships with customers and our ability to collect on trade receivables, with possible adverse effects on our business, financial condition, results of operations and cash flows.
Although existing licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including, but not limited to: • failure to comply with environmental and safety laws and regulations or permit conditions; • local community, political or other opposition; • executive action; and • legislative action. 23 In addition, if existing laws or regulations are amended or are interpreted or enforced differently or if new environmental legislation or regulations are enacted or implemented, we or our customers may be also required to obtain additional operating permits or approvals.
Although existing licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including, but not limited to: • failure to comply with environmental and safety laws and regulations or permit conditions; • local community, political or other opposition; • executive action; and • legislative action.
In addition, while this strategic evaluation continues, we are exposed to risks and uncertainties, including potential difficulties in retaining and attracting key employees, distraction of our management from other important business activities, and potential difficulties in establishing and maintaining relationships with customers, suppliers, lenders, sureties and other third parties, all of which could harm our business.
Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends, the interest of third parties in our business, the availability of financing to potential buyers on reasonable terms, and the consent of our lenders. 14 In addition, while this strategic evaluation continues, we are exposed to risks and uncertainties, including potential difficulties in retaining and attracting key employees, distraction of our management from other important business activities, and potential difficulties in establishing and maintaining relationships with customers, suppliers, lenders, sureties and other third parties, all of which could harm our business.
However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is in the best interests of us and our shareholders. 27 Risks Relating to the 2015 Spin-Off from our Former Parent Potential indemnification liabilities to BWXT pursuant to the master separation agreement could materially adversely affect us.
However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is in the best interests of us and our shareholders.
Further, uncertainties about future tariff changes, including in connection with tariffs proposed and adopted in connection with the Trump Administration, could result in mitigation actions that prove to be ineffective or detrimental to our business. Risks Related to Ownership of Our Common Stock The market price and trading volume of our common stock may be volatile.
Further, uncertainties about future tariff changes, including in connection with tariffs proposed and adopted in connection with the Trump Administration, could result in mitigation actions that prove to be ineffective or detrimental to our business. Our business may be affected by sanctions and export controls targeting Russia and other responses to Russia's invasion of Ukraine.
We routinely enter into long-term contracts with customers. With long-term contracts, we may incur capital expenditures or other costs at the beginning of the contract that we expect to recoup through the life of the contract. Some of these contracts provide for advance payments to assist us in covering these costs and expenses.
Disputes with customers with long-term contracts could adversely affect our financial condition. We routinely enter into long-term contracts with customers. With long-term contracts, we may incur capital expenditures or other costs at the beginning of the contract that we expect to recoup through the life of the contract.
Our intellectual property could be stolen, challenged, invalidated, circumvented or rendered unenforceable. In addition, effective intellectual property protection may be limited or unavailable in some foreign countries where we operate. 22 Our failure to protect our intellectual property rights may result in the loss of valuable technologies or adversely affect our competitive business position.
Our success depends, in part, on our ability to protect our proprietary information and other intellectual property. Our intellectual property could be stolen, challenged, invalidated, circumvented or rendered unenforceable. In addition, effective intellectual property protection may be limited or unavailable in some foreign countries where we operate.
Riley and the other shareholders party thereto. We may also be required to register for resale any additional shares of our common stock that B. Riley may acquire in the future.
Additionally, we are party to a Registration Rights Agreement with B. Riley, pursuant to which we filed a resale shelf registration statement permitting the resale of approximately 25.6 million shares of our common stock. We may also be required to register for resale any additional shares of our common stock that B. Riley may acquire in the future.
For example, we enter into contracting consortia and other contractual arrangements to bid for and perform jointly on large contracts. We may not be able to control the actions of our partners in these arrangements, and influence over the actions of our partners and the contractual outcomes may be limited.
We may not be able to control the actions of our partners in these arrangements, and influence over the actions of our partners and the contractual outcomes may be limited. Success on these joint contracts depends in part on whether our co-venturers fulfill their contractual obligations satisfactorily.
In addition, comparable insurance may not continue to be available to us in the future at acceptable prices, or at all. Risks Related to Our International Operations Our business may be affected by sanctions and export controls targeting Russia and other responses to Russia's invasion of Ukraine.
In addition, comparable insurance may not continue to be available to us in the future at acceptable prices, or at all. Risks Related to Our International Operations Uncertainty over global tariffs, or the financial impact of tariffs, may negatively affect our results.
Any interruption in production capability could require us to make substantial capital expenditures to remedy the situation, which could adversely affect our financial position and results of operations.
Any interruption in production capability could require us to make substantial capital expenditures to remedy the situation, which could adversely affect our financial position and results of operations. 13 If our co-venturers fail to perform their obligations on a contract or if we fail to coordinate effectively with our co-venturers, we could be exposed to legal liability, damage to reputation, reduced profit, or liquidity challenges.
We rely significantly on proprietary technology, information, processes and know-how that are not subject to patent or copyright protection. We seek to protect this information through trade secret or confidentiality agreements with our employees, consultants, subcontractors or other parties, as well as through other security measures.
We seek to protect this information through trade secret or confidentiality agreements with our employees, consultants, subcontractors or other parties, as well as through other security measures. These agreements and security measures may be inadequate to deter or prevent misappropriation of our confidential information.
In addition, the California Consumer Privacy Act and the California Privacy Rights Act placed additional requirements on the handling of personal data, including employee data.
In addition, the California Consumer Privacy Act and the California Privacy Rights Act placed additional requirements on the handling of personal data, including employee data. Similar laws have been enacted or proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States.
Furthermore, our creditors may resist renegotiation or lengthening of payment and other terms through legal action or otherwise.
Absent additional waivers from the lenders under our Debt Facilities, our lenders could declare all debt outstanding under the Debt Facilities as immediately due and payable, and our creditors may resist renegotiation or lengthening of payment and other terms through legal action or otherwise.
Such matters could include natural disasters, such as earthquakes, tsunamis, hurricanes, floods, tornadoes, war, armed conflicts, or terrorist attacks, among others. We operate facilities in areas of the world that are exposed to such risks, which could be general in nature or targeted at us or our markets. 30 Item 1B. Unresolved Staff Comments None
Such matters could include natural disasters, such as earthquakes, tsunamis, hurricanes, floods, tornadoes, war, armed conflicts, or terrorist attacks, among others.
If our co-venturers fail to perform their obligations on a contract or if we fail to coordinate effectively with our co-venturers, we could be exposed to legal liability, damage to reputation, reduced profit, or liquidity challenges. We often perform contracts jointly with third parties or execute contracts with partners through joint ventures or other contractual arrangements.
We often perform contracts jointly with third parties or execute contracts with partners through joint ventures or other contractual arrangements. For example, we enter into contracting consortia and other contractual arrangements to bid for and perform jointly on large contracts.
Removed
Please read the cautionary notice regarding forward-looking statements under the heading " Cautionary Statement Concerning Forward-Looking Information ." Risks Related to Our Business, Operations and Strategy Our financial condition raises substantial doubt as to our ability to continue as a going concern, and since December 2022, we have entered into a number of amendments and waivers to our Debt Facilities to, among other things, provide relief or waiver under certain financial and other covenants and to waive certain events of default thereunder.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Director of IT has 20 years of experience across various software engineering, IT security and compliance, business and management roles, including 31 serving as the Director of Engineering Applications and Data Management, leading the development and implementation of information technology strategies and roadmaps for Digital and Engineering applications group.
Biggest changeOur Director of IT has over 20 years of experience across various software engineering, IT security and compliance, business and management roles, including serving as the Director of Engineering Applications and Data Management, leading the development and implementation of information technology strategies and roadmaps for Digital and Engineering applications group.
We utilize several cybersecurity tactics, techniques, processes and controls to aid in our efforts to assess, identify, and manage material risks from cybersecurity threats, and to protect against, detect and respond to cybersecurity incidents (as defined in Item 106(a) of Regulation S-K), including, among others, the following: • maintain a Security Operations Center to support visibility to cybersecurity incidents in real time; • require all salaried employees to complete an annual cybersecurity training program where specific threats and scenarios are highlighted based on our analysis of current risks to the organization; • provide regular cybersecurity awareness and confidential information protection training and conduct phishing email simulations for employees and contractors with access to corporate email systems to enhance awareness and responsiveness to such possible threats; • maintain a Cybersecurity Incident Response Plan, which provides a framework for handling cybersecurity incidents based on, among other factors, the potential severity of the incident and facilitates cross-functional coordination of our response to such incidents, should they occur; • maintain cybersecurity insurance and regularly review our policy and levels of coverage based on current risks; • monitor emerging data protection and cybersecurity laws, and implement changes to our processes and systems designed to comply, and through policy, practice and contract (as applicable) require employees, as well as third parties who provide services on our behalf, to treat customer information and data with care; • conduct several cyber-specific penetration tests per year; and • engage consultants and other third parties, as appropriate, in connection with our cybersecurity practices.
We utilize several cybersecurity tactics, techniques, processes and controls to aid in our efforts to assess, identify, and manage material risks from cybersecurity threats, and to protect against, detect and respond to cybersecurity incidents (as defined in Item 106(a) of Regulation S-K), including, among others, the following: • maintain a Security Operations Center to support visibility to cybersecurity incidents in real time; 29 • require all salaried employees to complete an annual cybersecurity training program where specific threats and scenarios are highlighted based on our analysis of current risks to the organization; • provide regular cybersecurity awareness and confidential information protection training and conduct phishing email simulations for employees and contractors with access to corporate email systems to enhance awareness and responsiveness to such possible threats; • maintain a Cybersecurity Incident Response Plan, which provides a framework for handling cybersecurity incidents based on, among other factors, the potential severity of the incident and facilitates cross-functional coordination of our response to such incidents, should they occur; • maintain cybersecurity insurance and regularly review our policy and levels of coverage based on current risks; • monitor emerging data protection and cybersecurity laws, and implement changes to our processes and systems designed to comply, and through policy, practice and contract (as applicable) require employees, as well as third parties who provide services on our behalf, to treat customer information and data with care; • conduct several cyber-specific penetration tests per year; and • engage consultants and other third parties, as appropriate, in connection with our cybersecurity practices.
However, there can be no guarantee that we will not be the subject of future threats or incidents, and we can give no assurance that we have detected all cybersecurity incidents or cybersecurity threats. Additional information on cybersecurity risks we face can be found in Item 1A, Risk Factors, which should be read in conjunction with the foregoing information.
However, there can be no guarantee that we will not be the subject of future threats or incidents, and we can give no assurance that we have detected all cybersecurity incidents or cybersecurity threats. Additional information on cybersecurity risks we face can be found in Item 1A, Risk Factors, which should be read in conjunction with the foregoing information. 30
The Director of IT is supported by our Director of IT Security and Compliance, who has more than 10 years of experience in information technology and IT security.
The Director of IT is supported by our Manager of IT Security and Compliance, who has more than 10 years of experience in information technology and IT security.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeBusiness Segment and Location Principal Use Owned/Leased (Lease Expiration) B&W Renewable segment Taastrup, Denmark (1) Administrative office Leased (2029) Esbjerg, Denmark (1) Administrative office Leased (2029) Massillon, Ohio Production facility under construction Leased (2028) B&W Thermal segment Akron, Ohio Administrative office Leased (2034) Lancaster, Ohio Manufacturing facility Leased (2041) Copley, Ohio Warehouse / service center Leased (2033) Dumbarton, Scotland Manufacturing facility Owned Guadalupe, NL, Mexico Manufacturing facility Leased (2039) Cambridge, Ontario, Canada Administrative office / warehouse Leased (2029) Dartmouth, Nova Scotia, Canada Manufacturing facility Leased (2029) Tucker, Georgia Administrative office / warehouse Leased (2028) Chanute, Kansas Manufacturing facility Leased (2043) (1) Leased office space that relates to our Vølund business that is now considered discontinued operations, see Note 4 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Biggest changeLocation Principal Use Owned/Leased (Lease Expiration) Akron, Ohio Administrative office Leased (2034) Cambridge, Ontario, Canada Administrative office / warehouse Leased (2029) Chanute, Kansas Manufacturing facility Leased (2043) Copley, Ohio Warehouse / service center Leased (2033) Dartmouth, Nova Scotia, Canada Manufacturing facility Leased (2029) Grandview, Missouri Field office Leased (2030) Guadalupe, NL, Mexico Administrative office / manufacturing facility Leased (2039) Jakarta, Jakarta Raya, Indonesia Administrative office / warehouse Leased (2027) Massillon, Ohio Production facility under construction Leased (2028) Salt Lake City, Utah Warehouse Leased (2030) San Jose, Batangas, Philippines Warehouse Leased (2028) We believe that our major properties are adequate for our present needs and, as supplemented by planned improvements and construction, expect them to remain adequate for the foreseeable future.
Item 2. Properties The following table provides the primary segment, location and general use of each of our principal properties that we own or lease as of December 31, 2024.
Item 2. Properties The following table provides the location and general use of each of our principal properties that we own or lease as of December 31, 2025.
Removed
We believe that our major properties are adequate for our present needs and, as supplemented by planned improvements and construction, expect them to remain adequate for the foreseeable future. 32

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant's Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the NYSE under the symbol BW. As of February 28, 2025, we had 830 stockholders of record of our common stock. See Part III, Item 12 of this Annual Report for information about our equity compensation plans.
Biggest changeItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the NYSE under the symbol BW. As of February 28, 2026, we had 749 stockholders of record of our common stock. See Part III, Item 12 of this Annual Report for information about our equity compensation plans.
We do not have a general share repurchase program at this time. We have a history of paying cash dividends and currently expect that comparable cash dividends will continue to be paid in the future.
We do not have a general share repurchase program at this time. We have a history of paying preferred cash dividends and currently expect that comparable cash dividends will continue to be paid in the future.
The payment of cash dividends in the future will be based upon a number of business, legal and other considerations, including changes in our financial position, capital allocation plans (including a desire to retain or accumulate cash), capital spending plans, stock purchase plans, acquisition strategies, strategic initiatives, debt payment plans (including a desire to maintain or improve credit ratings on our debt securities), debt covenant requirements, pension funding or other benefits payments. 33 The following graph provides a comparison of our cumulative total shareholder return over five years through December 31, 2024 to the return of the S&P 500, the Russell 2000 and our custom peer group.
The payment of cash dividends in the future will be based upon a number of business, legal and other considerations, including changes in our financial position, capital allocation plans (including a desire to retain or accumulate cash), capital spending plans, stock purchase plans, acquisition strategies, strategic initiatives, debt payment plans (including a desire to maintain or improve credit ratings on our debt securities), debt covenant requirements, pension funding or other benefits payments. 31 The following graph provides a comparison of our cumulative total shareholder return over five years through December 31, 2025 to the return of the S&P 500, the Russell 2000 and our custom peer group.
In accordance with the provisions of the employee benefit plans, we can acquire shares in connection with the vesting of employee restricted stock that require us to withhold shares to satisfy employee statutory income tax withholding obligations. We did not repurchase any of our equity securities during the quarter ended December 31, 2024.
In accordance with the provisions of the employee benefit plans, we can acquire shares in connection with the vesting of employee restricted stock that require us to withhold shares to satisfy employee statutory income tax withholding obligations. We did not repurchase any of our equity securities during the quarter ended December 31, 2025.
Assumes initial investment of $100 on December 31, 2019. The Company's peer group, including the "custom peer group" used for the comparison above is comprised of the following companies: AMETEK, Inc. Dycom Industries, Inc. MasTec, Inc. CECO Environmental Corp. Enerpac Tool Group Corp. Primoris Services Corporation Chart Industries, Inc. Enviri Corporation SPX Technologies, Inc.
Assumes initial investment of $100 on December 31, 2020. The Company's peer group, including the "custom peer group" used for the comparison above is comprised of the following companies: AMETEK, Inc. Dycom Industries, Inc. MasTec, Inc. CECO Environmental Corp. Enerpac Tool Group Corp. Primoris Services Corporation Chart Industries, Inc. Enviri Corporation SPX Technologies, Inc.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeConsolidated Financial Statements and Supplemental Data 50 Report of Independent Registered Public Accounting Firm 50 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022 53 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023, and 2022 54 Consolidated Balance Sheets as of December 31, 2024 and 2023 55 Consolidated Statement of Stockholders' (Deficit) Equity for the Years Ended December 31, 2024, 2023, and 2022 56 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022 57 Notes to Consolidated Financial Statements 59 Item 9.
Biggest changeConsolidated Financial Statements and Supplemental Data 45 Report of Independent Registered Public Accounting Firms 45 Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023 49 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024, and 2023 50 Consolidated Balance Sheets as of December 31, 2025 and 2024 51 Consolidated Statement of Stockholders' Deficit for the Years Ended December 31, 2025, 2024, and 2023 52 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023 53 Notes to Consolidated Financial Statements 55
Item 6. Reserved 34 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation 34 Overview 34 Results of Operations - Years Ended December 31, 2024, 2023 and 2022 37 Liquidity and Capital Resources 45 Critical Accounting Policies and Estimates 47 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 49 Item 8.
Item 6. Reserved 32 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation 32 Business Overview 33 Results of Operations - Years Ended December 31, 2025, 2024 and 2023 35 Liquidity and Capital Resources 40 Critical Accounting Policies and Estimates 42 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 45 Item 8.
Removed
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 107 Item 9A. Controls and Procedures 107 Evaluation of D isclosure Controls and Procedures 107 Management's Report on Internal Control Over Financial Reporting 108 Changes in Internal Control Over Financial Reporting 110 Report of Independent Registered Public Accounting Firm 110 Item 9B. Other Information 112 Insider Trading Arrangements 112

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOther Expenses Impacting Operating Results Interest Expense Interest expense in our Consolidated Financial Statements consisted of the following components: Year ended December 31, (in thousands) 2024 2023 2022 Components associated with borrowings from: Senior notes $ 25,512 $ 25,601 $ 24,962 Credit Facility 4,892 1,494 — 30,404 27,095 24,962 Components associated with amortization or accretion of: Revolving Credit Agreement 6,149 4,643 4,400 Senior notes 2,606 2,525 2,612 8,755 7,168 7,012 Components associated with interest from: Lease liabilities 2,037 2,813 2,372 Letter of Credit fees and interest 3,942 3,519 3,910 Other interest expense 1,008 1,976 1,541 6,987 8,308 7,823 Total interest expense $ 46,146 $ 42,571 $ 39,797 The increase in interest expense is driven by increased borrowings in 2024 when compared to 2023.
Biggest changeLoss from continuing operations decreased by $4.9 million to $104.3 million in 2024 compared to $109.2 million in 2023, driven by decreased operating loss (as discussed in the paragraph above) and partially offset by a loss on debt extinguishment of $7.3 million attributable to terminating the Revolving and Letter of Credit Agreements with PNC and MSD. 36 Other Expenses Impacting Operating Results Interest Expense Interest expense in the Consolidated Financial Statements consisted of the following components: Year ended December 31, (in thousands) 2025 2024 2023 Components associated with borrowings from: Senior Notes due 2026 $ 16,961 $ 25,512 $ 25,601 Senior Notes due 2030 6,729 — — Revolving Credit Agreement 2,961 4,892 1,494 26,651 30,404 27,095 Components associated with amortization or accretion of: Revolving Credit Agreement 4,585 6,149 4,643 Senior Notes due 2026 2,035 2,606 2,525 Senior Notes due 2030 (3,075) — — 3,545 8,755 7,168 Components associated with interest from: Lease liabilities 2,427 2,037 2,813 Letter of Credit interest and fees 4,498 3,942 3,519 Other interest expense 1,018 1,007 1,966 Capitalized interest (607) — — 7,336 6,986 8,298 Total interest expense $ 37,532 $ 46,145 $ 42,561 The decrease in interest expense in 2025 compared to 2024 is driven by decreased borrowings on our revolving credit facility, the full redemption of our 8.125% Senior Notes, and efforts to reduce the outstanding balance on our 6.50% Senior Notes.
Restructuring activities and business services transition costs Restructuring activities and business services transition actions across our business units and corporate functions primarily consist of severance and related costs associated with non-recurring actions taken to transform our operations with impacts on employees and facilities used in our businesses.
Restructuring activities Restructuring activities and business services transition actions across our business units and corporate functions primarily consist of severance and related costs associated with non-recurring actions taken to transform our operations with impacts on employees and facilities used in our businesses.
Consequently, it is possible future earnings could be affected by changes in our assessment of the probability that a loss has been incurred in a material pending litigation against us and/or changes in estimates related to such matters.
Consequently, it is possible future earnings could be affected by changes in our assessment of the probability that a loss has been incurred in material pending litigation against us and/or changes in estimates related to such matters.
In addition, when we determine that an incomplete contract will not be 47 completed on time and the contract has liquidated damages provisions, we recognize the estimated liquidated damages at the most likely amount we will incur as a reduction of the estimated selling price in the period the change in estimate occurs.
In addition, when we determine that an incomplete contract will not be completed on time and the contract has liquidated damages provisions, we recognize the estimated liquidated damages at the most likely amount we will incur as a reduction of the estimated selling price in the period the change in estimate occurs.
We use an 48 alternative spot rate method for discounting the benefit obligation rather than a single equivalent discount rate because it more accurately applies each year's spot rates to the projected cash flows.
We use an alternative spot rate method for discounting the benefit obligation rather than a single equivalent discount rate because it more accurately applies each year's spot rates to the projected cash flows.
These amounts are included in Other accrued liabilities in the Consolidated Balance Sheets. Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements.
These amounts are included in Other accrued liabilities in the Consolidated Balance Sheets. 42 Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements.
Pension plans and postretirement benefits We sponsor various defined benefit pension and postretirement plans covering certain employees of our U.S., Canadian and U.K. subsidiaries and use actuarial valuations to calculate the cost and benefit obligations of pension and postretirement benefits.
Pension plans and postretirement benefits We sponsor various defined benefit pension and postretirement plans covering certain employees of our U.S. and Canadian subsidiaries and use actuarial valuations to calculate the cost and benefit obligations of pension and postretirement benefits.
This agreement substantially replaces the existing Reimbursement Agreement, Revolving Credit Agreement and Letter of Credit Agreement. We completed the transition of letters of credit outstanding under the Letter of Credit Agreement 46 and Reimbursement Agreement to the Credit Agreement in August 2024.
This agreement substantially replaces the existing Reimbursement Agreement, Revolving Credit Agreement and Letter of Credit Agreement. We completed the transition of letters of credit outstanding under the Letter of Credit Agreement and Reimbursement Agreement to the Credit Agreement in August 2024.
Claims receivable at December 31, 2024 and 2023 were not significant in the Consolidated Financial Statements. Our revenue recognition policies, assumptions, changes in estimates and significant loss contracts are described in greater detail in Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Claims receivable were not significant at December 31, 2025 and 2024. Our revenue recognition policies, assumptions, changes in estimates and significant loss contracts are described in greater detail in Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
We generally include expected revenue from contracts in our backlog when we receive written confirmation from our customers authorizing the performance of work and committing the customers to payment for work performed. Backlog may not be indicative of future operating results, and contracts in our backlog may be canceled, modified or otherwise altered by customers.
We generally include expected revenue from contracts in our backlog when we receive written confirmation from our customers authorizing the performance of work and committing our customers to pay for work performed. Backlog may not be indicative of future operating results, and contracts in our backlog may be canceled, modified or otherwise altered by customers.
Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have, or are reasonably expected to have, a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources as of December 31, 2024.
Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have, or are reasonably expected to have, a material current or future effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources as of December 31, 2025.
As of December 31, 2024, we have a valuation allowance on our deferred tax assets in substantially all jurisdictions, as we do not believe it is more likely than not that the deferred tax assets will be realized.
As of December 31, 2025, we have a valuation allowance on our deferred tax assets in substantially all jurisdictions, as we do not believe it is more likely than not that the deferred tax assets will be realized.
BWRS, SPIG and GMAB In addition to the B&W Solar and Vølund businesses, discontinued operations include the following subsidiaries divested in 2024: BWRS, SPIG, and GMAB. These sale transactions were part of a previously announced strategy to divest certain non-core businesses to reduce our debt, improve our balance sheet and increase liquidity.
BWRS, SPIG and GMAB In addition to the ASH, Diamond Power, V ø lund and B&W Solar businesses, discontinued operations include the following subsidiaries divested in 2024: BWRS, SPIG, and GMAB. These sale transactions were part of a previously announced strategy to divest certain non-core businesses to reduce our debt, improve our balance sheet and increase liquidity.
Backlog can vary significantly from period to period, particularly when large new-build conversion projects or operations and maintenance contracts are booked because they may be fulfilled over multiple years. Because we operate globally, our backlog is also affected by changes in foreign currencies each period.
Backlog can vary significantly from period to period, particularly when large new-build conversion projects or operations and maintenance contracts are booked because they may be fulfilled over multiple years. Because we operate globally, our backlog is also affected by changes in foreign currencies each period. Bookings represent changes to the backlog.
Refer to Note 14 to the Consolidated Financial Statements for further information regarding our pension and other postretirement plans. (Gain) loss on asset sales, net We, at times, will sell or dispose of certain assets that are unrelated to our current or future operations.
Refer to Note 14 to the Consolidated Financial Statements for further information regarding our pension and other postretirement plans. 39 Loss (gain) on asset disposals, net We, at times, will sell or dispose of certain assets that are unrelated to our current or future operations.
Such changes could have a material effect on our consolidated financial position, results of operations and cash flows. See Note 12 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further discussion.
Such changes could have a material effect on our consolidated financial position, results of operations 43 and cash flows. See Note 13 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further discussion.
The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See Cautionary Statement Concerning Forward-Looking Information. 34 The following discussion includes a comparison of Results of Operations and Liquidity and Capital Resources for the years ended December 31, 2024 and 2023.
The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See Cautionary Statement Concerning Forward-Looking Information. 32 The following discussion includes a comparison of Results of Operations and Liquidity and Capital Resources for the years ended December 31, 2025 and 2024.
As disclosed, we have accrued estimates of the probable losses associated with these matters; however, these matters are typically resolved over long periods of time and are often difficult to estimate due to the factors included in Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Where applicable, we have accrued estimates of the probable losses associated with these matters; however, these matters are typically resolved 44 over long periods of time and are often difficult to estimate due to the factors included in Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Our consolidated financial statements are prepared in conformity with GAAP. Our discussion of financial results include non-GAAP measures (e.g., foreign currency impact, EBITDA, Adjusted EBITDA) to provide additional information concerning our financial results that we believe is useful to the readers of our financial statements in the assessment of our performance and operating trends.
Our discussion of financial results include non-GAAP measures (e.g., foreign currency impact, EBITDA, Adjusted EBITDA) to provide additional information concerning our financial results that we believe is useful to the readers of our financial statements in the assessment of our performance and operating trends.
Customer demand is heavily affected by the variations in our customers' business cycles, power demand in their operating territories, and by the overall economies and energy, environmental and noise abatement needs of the countries in which they operate. We have manufacturing facilities in Canada, Mexico, the United States and the United Kingdom.
Customer demand is heavily affected by the variations in our customers' business cycles, power demand in their operating territories, and by the overall economies, energy, environmental and regulatory requirements of the countries in which they operate. We have manufacturing facilities in Canada, Mexico and the United States.
We have included all of the revenues and expenses for B&W Solar, BWRS, SPIG, GMAB and Vølund businesses as discontinued operations in the Consolidated Statements of Operations and all assets and liabilities as held for sale in the Consolidated Balance Sheets.
We have included all of the revenues and expenses for B&W Solar, BWRS, SPIG, GMAB, Vølund, Diamond Power and ASH businesses as discontinued operations in the Consolidated Statements of Operations and all assets and liabilities as held for sale in the Consolidated Balance Sheets as of December 31, 2024.
When viewed in conjunction with GAAP results and the accompanying reconciliation in Note 5 to the Consolidated Financial Statements, we believe the presentation of Adjusted EBITDA provides investors with greater transparency and a greater understanding of factors affecting our financial position and results of operations than GAAP measures alone.
When viewed in conjunction with GAAP results, we believe the presentation of EBITDA and Adjusted EBITDA provides investors with greater transparency and a greater understanding of factors affecting our financial position and results of operations than GAAP measures alone.
The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for the related financial results prepared in accordance with GAAP. The following discussion of our business segment results of operations includes a discussion of Adjusted EBITDA. Adjusted EBITDA differs from the most directly comparable measure calculated in accordance with GAAP.
The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for the related financial results prepared in accordance with GAAP. The following discussion of our business segment results of operations includes a discussion of EBITDA and Adjusted EBITDA.
The decrease is primarily driven by a $27.1 million decrease in the U.S. construction business as a result of a large construction project finishing in 2023 that was not fully replicated in 2024, offset partially by a large natural gas project of $16.7 million starting execution in 2024 as well as larger volume of Canadian repair and maintenance work in 2024 of $9.1 million.
The decrease is primarily driven by a $27.1 million decrease in the U.S. construction business as a result of a large construction project finishing in 2023 that was not fully replicated in 2024, offset partially by a large natural gas project of $16.7 million starting execution in 2024.
Many aspects of our operations and properties could be affected by political developments, environmental regulations and operating risks. These and other factors may have a material impact on our international and domestic operations or our business as a whole. Through our restructuring efforts, we continue to make significant progress to make our cost structure more variable and to reduce costs.
Many aspects of our operations and properties could be affected by political developments, environmental regulations and operating risks. These and other factors may have a material impact on our international and domestic operations or our business as a whole. Through our restructuring efforts, we have made and will continue working to make significant progress reducing costs and improving profitability.
We have no plans to repatriate these funds to the U.S. In addition, we had $89.3 million of restricted cash as of December 31, 2024 related to collateral for certain letters of credit as part of funding for several ongoing projects.
We have no plans to repatriate these funds to the U.S. We had $66.8 million of restricted cash as of December 31, 2025 related to collateral for certain letters of credit as part of funding for several ongoing projects.
Bookings and Backlog Bookings and backlog are our measures of remaining performance obligations under our sales contracts. Management believes these metrics provide investors, lenders and other users of our financial statements with a leading indicator of future revenues. It is possible that our methodology for determining bookings and backlog may not be comparable to methods used by other companies.
We believe these metrics provide investors, lenders and other users of our financial statements with a leading indicator of future revenues. It is possible that our methodology for determining bookings and backlog may not be comparable to methods used by other companies.
During 2023, we recognized an impairment of $56.6 million, or the entire balance of goodwill associated with B&W Solar. These charges have been included in Loss from discontinued operations, net of tax in the Consolidated Statements of Operations. The impairment charges and additional contract losses during the year ended December 31, 2023 totaled $56.6 million and $44.1 million , respectively.
During 2023, we recognized an impairment of $56.6 million, or the entire balance of goodwill associated with B&W Solar. These charges have been included in Loss from discontinued operations, net of tax in the Consolidated Statements of Operations.
As of December 31, 2024, our cash and cash equivalents, and restricted cash totaled $131.1 million, and we had total debt of $473.9 million as well as $191.7 million of gross preferred stock outstanding. Our foreign business locations held $20.8 million of our total cash and cash equivalents, and restricted cash as of December 31, 2024.
As of December 31, 2025, our cash and cash equivalents, and restricted cash totaled $201.4 million, and we had total debt of $321.1 million as well as $191.7 million of gross Preferred Stock outstanding. Our foreign business locations held $9.0 million of our total cash and cash equivalents, and restricted cash as of December 31, 2025.
Cash flows provided by investing activities totaled $110.0 million in the year ended December 31, 2024, primarily due to proceeds from the sale of businesses and assets of $120.9 million, partially offset by $11.2 million of capital expenditures.
Cash flows provided by investing activities totaled $110.0 million in the year ended December 31, 2024, primarily related to $120.9 million of proceeds from our divestitures, partially offset by $11.2 million of capital expenditures primarily relating to BrightLoop ™ projects.
Adjusted EBITDA is calculated as earnings before interest, tax, depreciation and amortization adjusted for items such as gains or losses arising from the sale of non-income producing assets, net pension benefits, restructuring activities, impairments, gains and losses on debt extinguishment, legal and settlement costs, costs related to financial consulting, research and development costs, and other costs that may not be directly controllable by segment management and are not allocated to the segment.
Adjusted EBITDA is calculated as earnings before interest, tax, depreciation and amortization, and adjusted for items such as gains or losses arising from the sale of non-income producing assets, net pension benefits, stock compensation, restructuring activities, impairments, gains and losses on debt extinguishment, legal and settlement costs and costs related to financial consulting.
Our innovative products and services are organized into three market-facing reporting segments. For a description of our reportable segments see Item 1, Business of this Form 10-K.
Our innovative products and services are organized in one reporting segment. For a description of our reportable segment see Item 1, Business of this Form 10-K.
Operating income increased $8.5 million from $16.6 million in 2023 to $25.1 million in 2024, primarily due to higher volume related to a natural gas conversion project, environmental projects as well as lower expenses, partially offset by a decrease of $11.7 million due to a large project in our U.S. construction business that was completed in 2023 and not fully replaced in 2024 in our B&W Thermal segment.
Operating loss decreased by $13.7 million to $6.3 million in 2024 compared to $20.1 million in 2023, primarily due to higher volume related to a natural gas conversion project, environmental projects as well as lower expenses, partially offset by a decrease of $11.7 million due to a large project in our U.S. construction business that was completed in 2023 and not fully replaced in 2024.
We continue to explore other cost saving initiatives to improve cash generation and evaluate additional non-core business and asset sales to continue to strengthen our liquidity. These have been and may continue to be important factors that could cause our actual results to differ materially from those indicated in these statements.
We continue to explore other cost saving initiatives and in conjunction with top-line growth driven by opportunities for our core technologies, we will continue to improve cash generation and strengthen our liquidity. These initiatives have been and may continue to be important factors that could cause our actual results to differ materially from those indicated in these financial statements.
B&W Solar During the third quarter of 2023, we committed to a plan to sell our B&W Solar business resulting in a significant change that would impact our operations.
B&W Solar During the third quarter of 2023, we committed to a plan to sell our B&W Solar business, resulting in a significant change that would impact our operations. As of September 30, 2023, we met all of the criteria for the assets and liabilities of this business to be accounted for as held for sale.
We record adjustments resulting from the translation of foreign currency amounts as a component of Accumulated Other Comprehensive Loss. We report foreign currency transaction gains (losses) in income in the Consolidated Statements of Operations. Management excludes these expenses from Adjusted EBITDA as they do not reflect the ordinary course of business and are inherently unpredictable in timing and amount.
We report foreign currency transaction gains (losses) in income in the Consolidated Statements of Operations. Management excludes these expenses from Adjusted EBITDA as they do not reflect the ordinary course of business and are inherently unpredictable in timing and amount. Foreign exchange gains and losses are primarily related to unhedged intercompany loans denominated in European currencies to fund foreign operations.
A reconciliation of net loss, the most directly comparable GAAP measure, to Adjusted EBITDA is included below. Management believes that this financial measure is useful to investors because it excludes certain expenses, allowing investors to more easily compare our financial performance period to period.
Management believes that this financial measure is useful to investors because it excludes certain expenses, allowing investors to more easily compare our financial performance period to period.
Cash flows used in operating activities was $118.7 million in the year ended December 31, 2024, which is primarily attributable to the current year net loss, including discontinued operations, of $59.8 million, gain on the sale of businesses of $58.9 million, and uses from operations, partially offset by $79.1 million in non-cash expense arising from adjustments to prior service pensions, depreciation and amortization, impairment on long-lived assets, amortization of deferred financing costs and debt discount, operating lease expenses and stock-based compensation expenses.
Cash flows used in operating activities was $118.7 million in the year ended December 31, 2024, which is primarily attributable to the current year net loss, including discontinued operations, of $59.9 million, and non-cash adjustments arising from the BWRS sale of $58.9 million, partially offset by the mark to market, prior service cost amortization for pension and postretirement plans of $34.9 million and depreciation and amortization of long-lived assets of $16.7 million.
If one or more events related to these or other risks or uncertainty materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. In addition, we continue to evaluate further dispositions, opportunities for additional cost savings and opportunities for subcontractor recoveries and other claims where appropriate and available.
If one or more events related to these or other risks or uncertainty materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.
Cash flows provided by financing activities was $69.7 million during the year ended December 31, 2024, primarily related to net borrowings of $93.7 million, partially offset by payments of preferred stock dividends of $18.6 million and debt issuance costs of $8.5 million.
Cash flows provided by financing activities of $69.7 million during the year ended December 31, 2024, primarily related to the net borrowings on the Axos Credit Agreement of $93.7 million, partially offset by Preferred Stock dividend payments of $18.6 million and debt issuance costs of $8.5 million. 41 Debt and Credit Facilities As described in Note 15 to our Consolidated Financial Statements included herein, we entered into a Credit Agreement in January 2024.
Service cost is low because our plan benefits are frozen except for a small number of hourly participants. Our pension costs include MTM adjustments and are primarily a result of changes in the discount rate, curtailments and settlements.
Our pension costs include MTM adjustments and are primarily a result of changes in the discount rate, curtailments and settlements.
Impairment of goodwill and long-lived assets Impairment of long-lived assets relate to certain assets under construction due to changes in project status. 40 Benefit plans, net We recognize benefits from our defined benefit and other postretirement benefit plans based on actuarial calculations primarily because our expected return on assets is greater than our service cost.
Benefit plans, net We recognize benefits from our defined benefit and other postretirement benefit plans based on actuarial calculations primarily because our expected return on assets is greater than our service cost. Service cost is low because our plan benefits are frozen.
The estimated fair value of the reporting unit is derived based on valuation techniques we believe market participants would use for each of the reporting units.
The estimated fair value of the reporting unit is derived based on valuation techniques we believe market participants would use for each of the reporting units. The annual quantitative assessment was performed using a combination of the income approach (discounted cash flows), the market approach and the guideline transaction method.
Business services transition costs relate to new technology implementation, expected to provide future benefit and are included in Selling, general and administrative expenses in the Consolidated Statement of Operations. Advisory fees for settlement costs and liquidity planning Advisory fees fluctuate based on use of external consultants.
Business services transition costs relate to new technology implementation, expected to provide future benefit and are included in Cost of operations and SG&A expenses in the Consolidated Statement of Operations.
As of December 2015, we have ceased all of our various plans but continue to accrue benefits for those employees still eligible prior to the cessation of these plans.
The expected rate of return on plan assets is determined to be the weighted average of the nominal returns based on the weightings of the asset classes within the total asset portfolio. As of 2015, we have ceased all of our various plans but continue to accrue benefits for those employees still eligible prior to the cessation of these plans.
We currently are involved in significant litigation, as discussed in Note 20 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
See Note 14 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further discussion.
Unless otherwise noted, discussion of our business and results of operations refers to our continuing operations. BUSINESS OVERVIEW We are a globally focused renewable, environmental and thermal technologies provider with over 155 years of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers.
For further information regarding our segment reporting, see Note 6 to the Consolidated Financial Statements. BUSINESS OVERVIEW We are a globally focused energy technologies provider with nearly 160 years of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers.
The increase in interest expense in 2023, when compared to 2022 is driven by higher utilization of the revolver as well as increased other interest expense. 44 Income Taxes Year ended December 31, (in thousands, except for percentages) 2024 2023 2022 Loss from continuing operations before income tax expense $ (60,790) $ (65,976) $ (5,115) Income tax expense $ 12,172 $ 9,818 $ 9,071 Effective tax rate (20) % (15) % (177) % Our effective tax rate reflects a valuation allowance against deferred tax assets in jurisdictions other than Mexico, Canada, Brazil, Finland, Germany, Thailand, the Philippines, Indonesia, the United Kingdom, and Sweden.
Income Taxes Year ended December 31, (in thousands, except for percentages) 2025 2024 2023 Loss from continuing operations before income tax expense $ (24,568) $ (91,471) $ (103,608) Income tax expense 8,280 12,801 5,604 Effective tax rate (34) % (14) % (5) % Our effective tax rate reflects a valuation allowance against deferred tax assets in jurisdictions other than Mexico, Canada, Brazil, Thailand, the Philippines, Indonesia, and the United Kingdom.
The change in our income tax expense in 2024 compared to 2023 is primarily attributable to an increase in valuation allowances, a change in the Company's permanent investment assertion and an unfavorable resolution of a foreign income tax matter. Liquidity and Capital Resources Liquidity Our primary liquidity requirements include debt service, funding dividends on preferred stock and working capital needs.
The change in our income tax rate in 2024 compared to 2023 is primarily attributable to an increase in valuation allowances, a change in the Company's permanent investment assertion and an unfavorable resolution of a foreign income tax matter. 37 Bookings and Backlog Bookings and backlog are our measures of remaining performance obligations under our sales contracts.
Cash flows used in operating activities was $42.3 million in the year ended December 31, 2023, which is primarily attributable to the current year net loss, including discontinued operations, of $197.0 million, partially offset by $137.7 million in non-cash expense arising from goodwill impairment, adjustments to prior service pensions, depreciation and amortization, amortization of deferred financing costs and debt discount, operating lease expenses and stock-based compensation expenses.
Cash flows used in operating activities was $68.9 million in the year ended December 31, 2025, which is primarily attributable to the current year net loss, including discontinued operations, of $36.2 million and non-cash adjustments arising from gain on sale of business of $38.9 million, partially offset by the impairment of long-lived assets of $9.9 million and depreciation and amortization of long-lived assets of $10.1 million.
We have also included a comparison of the Results of Operations for the years ended December 31, 2023 and 2022 for all of our segment discussions below. Unless otherwise noted, discussion of our business and results of operations in this Annual Report on Form 10-K refers to our continuing operations.
Unless otherwise noted, discussion of our business and results of operations in this Annual Report on Form 10-K refers to our continuing operations. In the fourth quarter of 2025, we reassessed our segment structure as a result of the completion of our strategic shift to streamline and simplify our business.
Cash flows used in investing activities totaled $7.9 million in the year ended December 31, 2023, primarily due to $9.8 million of capital expenditures, partially offset by net proceeds from transactions in available-for-sale securities of $2.0 million.
Cash flows provided by investing activities totaled $197.0 million in the year ended December 31, 2025, primarily due to proceeds from the sale of businesses of $216.3 million, partially offset by purchases of fixed assets primarily relating to BrightLoop ™ projects.
Loss on debt extinguishment Losses on debt extinguishment were due to the write-off of deferred financing fees and certain other exit costs associated with our extinguishment of the Debt Facilities. Settlement and related legal costs (recoveries) For further discussion see Note 20 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Gain (loss) on debt extinguishment Losses on debt extinguishment were due to the write-off of deferred financing fees and certain other exit costs associated with our extinguishment of the Debt Facilities. Settlements and related legal costs (recoveries) Settlements and related legal costs (recoveries) relate to expenses associated with resolving legal disputes, whether through negotiated settlements or court judgments.
Management excludes these expenses from Adjusted EBITDA as they often may not correlate to revenue or other operations occurring in the current period. Foreign exchange We translate assets and liabilities of our foreign operations into U.S. dollars at current exchange rates, and we translate items in our Consolidated Statement of Operations at average exchange rates for the periods presented.
For further discussion see Note 20 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. Foreign exchange We translate assets and liabilities of our foreign operations into U.S. dollars at current exchange rates, and we translate items in our Consolidated Statement of Operations at average exchange rates for the periods presented.
Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustment arises. See Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further discussion.
No assets or liabilities were held for sale in the Consolidated Balance Sheets as of December 31, 2025. See Note 5 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further discussion.
We continue to meet the criteria to account for the B&W Solar business as held for sale and discontinued operations as of December 31, 2024 For 2024, annual revenue increased to $68.4 million from $34.7 million in 2023 as a result of three large projects being executed in Pennsylvania.
As a result, the B&W Solar business no longer meets the criteria of held for sale as of December 31, 2025, but continues to meet the criteria for discontinued operations for all periods presented.
Cash flows provided by financing activities of $8.6 million during the year ended December 31, 2023, primarily related to net borrowings of $25.9 million, partially offset by payments of preferred stock dividends of $11.1 million and payment of holdback funds related to an acquisition of $2.8 million.
Cash flows used in financing activities was $58.7 million during the year ended December 31, 2025, primarily related to the redemption of our Senior Notes due 2026 of $110.7 million, net repayments on the Axos Credit Agreement of $54.3 million and payments of Preferred Stock dividends of $14.9 million, partially offset by proceeds of $130.1 million pursuant to our at-the-market offerings as described in Note 16 to the Consolidated Financial Statements.
Removed
For additional comparison of the years ended December 31, 2023 and 2022, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed on March 15, 2024 and amended on March 26, 2024.
Added
We have also included a comparison of the Results of Operations for the years ended December 31, 2024 and 2023. Our consolidated financial statements are prepared in conformity with GAAP.
Removed
We expect our cost saving measures to continue to translate to bottom-line results, with top-line growth driven by opportunities for our core technologies and support services across the B&W Renewable, B&W Environmental and B&W Thermal segments globally.
Added
This transformation included the divestiture of certain non-core assets, as described in Note 4 to the Consolidated Financial Statements. As a result of this assessment, we have determined we have one reportable segment, labeled as B&W. The revised segment presentation has been applied retrospectively to all periods presented.
Removed
If the value of our business was to decline, or if we were to determine that we were unable to recognize an amount in connection with any proposed disposition in excess of the carrying value of any disposed asset, we may be required to recognize impairments for one or more of our assets that may adversely impact our business, financial condition and results of operations.
Added
Discontinued Operations ASH On October 31, 2025, we completed a sale of the net assets comprising our ASH business for $29 million, subject to customary fees and adjustments and recorded a gain of $21.5 million on the sale. For more information on this sale, see Note 4 to the Consolidated Financial Statements.
Removed
Discontinued Operations Vølund During the fourth quarter of 2024 , we committed to a plan to sell our Vølund business resulting in a significant change that would impact our business.
Added
The revenue and operating results presented for ASH for the year ended December 31, 2025 represent the financial results for January through October 2025 operations. While there is a slight decline in revenue for 2025 compared to prior years, operating margins are consistent at approximately 28%.
Removed
As of December 31, 2024 , we met all of the criteria for the assets and liabilities of this business, formerly part of our B&W Renewable segment, to be accounted for as held for sale.
Added
Diamond Power On July 31, 2025, we closed the sale of our Diamond Power business for a base purchase price of $177 million, subject to certain offsets and adjustments. We recorded a gain of $53.2 million on the sale. For more information on this sale, see Note 4 to the Consolidated Financial Statements.
Removed
For 2024 , annual revenue decreased to $34.5 million from $81.4 million in 2023 primarily as a result of several larger projects that had higher volume of work in 2023 than in 2024 .
Added
The revenue and operating results presented for Diamond Power for the year ended December 31, 2025 represent the financial results for January through July 2025 operations.
Removed
The annual Operating loss for 2024 was $18.5 million , which is slightly higher than the Operating loss of $16.4 million for 2023 as a result of the aforementioned reduction of revenue due 35 to the lack of larger projects to replace the larger volume of work in 2023 .
Added
Revenue and operating margins are lower in 2025 compared to 2024 and 2023 due to the sale closing in July 2025 and related transaction costs incurred. 33 Vølund On April 29, 2025, we sold our Vølund business for a base purchase price equal to $15.0 million plus $0.1 million (400,000 Danish krone).
Removed
For 2023 , annual revenue decreased from $98.5 million in 2022 as the aforementioned larger projects that were in process and had larger volume of work in 2022 than in 2023 .
Added
We recorded a net loss of $36.8 million, which included a write off of CTA of $52.6 million. For more information, see Note 4 to the Consolidated Financial Statements.
Removed
This decrease in revenue is also the primary cause for the decrease in Operating Loss from $4.2 million in 2022 as well as increased expenses in the O&M contracts that have since been exited.
Added
The revenue and operating results for the year ended December 31, 2025 primarily represent the financial results for January through April 2025 operations as well as the net loss on the sale primarily from the write off of CTA.
Removed
As of September 30, 2023, we met all of the criteria for the assets and liabilities of this business, formerly part of our B&W Renewable segment, to be accounted for as held for sale.
Added
The decrease in revenue and operating margin is a result of the slowdown in sales and engagement of projects toward the end of 2024 and into 2025 as the Company engaged in the sale of the business.
Removed
Certain circumstances beyond our control have extended the period required to complete the sale within one year. Specifically, market conditions driven by uncertainties with potential administration changes and related impacts to the solar industry. We initiated actions necessary to respond to the change in circumstances by engaging an advisory service provider with more specialized industry qualifications.
Added
The decrease in revenue and operating margin is a result of the focus on the sale of the business in 2024 and 2025. During the fourth quarter of 2025, we discontinued marketing B&W Solar for sale due to lack of potential buyers and terminated our broker arrangement with a third party provider.
Removed
Operating loss for 2024 improved to $20.8 million from $117.9 million in 2023 as a result of 2023 including asset impairments as a result of being classified as available for sale and several loss-making contracts occurring in 2023 as well as 2024 including a $6.8 million gain due to an insurance claim settlement.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIf the balances of these intercompany loans as of December 31, 2024 were to remain constant, a 100-basis point change in foreign currency exchange rates would impact our earnings by an estimated $0.2 million per year.
Biggest changeIf the balances of these intercompany loans as of December 31, 2025 were to remain constant, a 100-basis point change in foreign currency exchange rates would not materially impact our earnings.
Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Our primary foreign currency exposures are Danish krone, British pound, Euro, Canadian dollar, Mexican peso, and Chinese yuan.
Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Our primary foreign currency exposures are Canadian dollar, Mexican peso, Euro, Danish krone and British pound.
Our investments are classified as available-for-sale. 49 We have operations in many foreign locations, and our financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in those foreign markets since the functional currency of our foreign entities is not the U.S. dollar.
We have operations in many foreign locations, and our financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in those foreign markets since the functional currency of our foreign entities is not the U.S. dollar.
We are averse to principal loss and seek to ensure the safety and preservation of our invested funds by limiting default risk, market risk and reinvestment risk.
We are averse to principal loss and seek to ensure the safety and preservation of our invested funds by limiting default risk, market risk and reinvestment risk. Our investments are classified as available-for-sale.

Other BWNB 10-K year-over-year comparisons