BW

Babcock & Wilcox Enterprises, Inc.

NYSE · INDUSTRIALS · HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES

4.15

−0.07 −1.66%

USD · close Oct 23

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MKT CAP $618.2MP/E —DIV YIELD —FCF YIELD -9.41%REV TTM $821.9M +42.6%NET INCOME −$18.4MNET CASH $127.5M52W 3.16 – 21.85SEC XBRL · TTM TO Invalid Date

How BW rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

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New in FY2025

Please read the cautionary notice regarding forward-looking statements under the heading " Cautionary Statement Concerning Forward-Looking Information " in Part I of this Annual Report.
Risks Related to Our Business, Operations and Strategy We must refinance or repay our 6.50% Senior Notes due 2026 prior to their maturity.
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.
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.
The Credit Agreement, as amended, requires us to repay, defease, or otherwise satisfy in full or refinance the 6.50% Senior Notes Due 2026 by November 30, 2026, or extend the maturity date of the Notes Due 2026 to a date on or after July 18, 2028.
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 evaluation of strategic alternatives for certain businesses and non-core assets may not result in successful transactions.
We continue to evaluate strategic alternatives for our business lines and assets to improve our capital structure.
Our backlog was $423.6 million as of December 31, 2025 and $495.2 million at December 31, 2024.
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.
Risks Related to Our Financial Condition In the past, we have identified conditions and events that raised substantial doubt about our ability to continue as a going concern and it is possible that we may identify conditions and events in the future that raise substantial doubt about our ability to continue as a going concern.
We have previously identified conditions and events that raised substantial doubt about our ability to continue as a going concern.
Through strategic action, we have alleviated these issues, but we cannot guarantee that no such conditions or events will occur in the future.
In that event, we may be required to seek additional financing to fund our business activities, which may not be available to us on reasonable terms or at all, and the reports from our independent registered public accounting firm may also contain statements expressing substantial doubt about our ability to continue as a going concern.
The financial and other covenants in our debt agreements may adversely affect us.
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.
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.
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.
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, 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.
As of December 31, 2025, goodwill and other indefinite-lived intangible assets totaled $53.1 million.
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.
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; • 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.
Risks Related to Our International Operations Uncertainty over global tariffs, or the financial impact of tariffs, may negatively affect our results.
Our business may be affected by sanctions and export controls targeting Russia and other responses to Russia's invasion of Ukraine.
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 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.
For the year ended December 31, 2025, international operations accounted for approximately 29% of our total revenues.
The 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 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.
Riley; • the concentration of ownership of our common stock; • future purchases of our common stock; • future issuances of our common stock by us, including through our at-the-market sales programs; • payment of dividends on our Preferred Stock; • 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.
Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.
Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any shares of our common stock issued to finance capital expenditures, finance acquisitions or repay debt.
In April 2024, we entered into a Sales Agreement, establishing an at-the-market program, which permits us to issue and sell shares of our common stock having an aggregate offering price of up to $50.0 million.
As of December 31, 2025, an aggregate of 20.0 million shares of common stock have been sold pursuant to the Sales Agreement, for net proceeds of $40.4 million.
In November 2025, we entered into the 2025 Sales Agreement, another at-the-market program, which permits us to issue and sell shares of our common stock having an aggregate offering price of up to $200.0 million.
As of December 31, 2025, 18.7 million shares have been sold pursuant to the 2025 Sales Agreement for net proceeds of $95.7 million.
On November 4, 2025, in connection with the entry into a limited notice to proceed ("LNTP") with Applied Digital, we issued to Applied Digital, in a private placement, (i) 0.5 million shares of common stock, par value $0.01 per share for a purchase price of $2 million, (ii) a warrant exercisable to purchase 2.6 million shares of our common stock at an exercise price of $4.11, subject to registration rights and (iii) an additional warrant to purchase up to 7.86 million shares of our common stock.

and 14 more.

Gone since FY2024

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.
Our Consolidated Financial Statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
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.
Although we currently have approximately $5.0 million available to borrow under our Credit Agreement, we expect that we will require additional financing to fund working capital to continue as a going concern.
Accordingly, there is substantial doubt about our ability to continue as a going concern.
We have taken, or plan to take, certain actions to address our liquidity needs.
Based on our ability to raise funds through such actions, we have concluded that it is probable we will have sufficient capital to meet our operating, debt service and capital requirements for the next twelve months.
We are in need of additional financing to continue as a going concern, and current ongoing discussions with our lenders and other parties to secure additional financing may result in additional indebtedness and dilution to our existing shareholders.
We have experienced losses from operations in each of the past three years, have had negative operating cash flows during the years ended December 31, 2024 and 2023 and are dependent on our ability to raise capital in the timeframe required in our Credit Agreement to refinance prior to its maturity and in order to avoid an event of default under the Credit Agreement.
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.
Since the first quarter of 2025, we have been nearly fully drawn on our Credit Facility, minimal additional amounts were available for borrowings or letters of credit, and we were in compliance with the terms of the Credit Agreement subject to the amendments received that extend through November 28, 2025 or further as the senior notes are refinanced, as described in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
We are actively in discussion with our current lenders, prospective new junior lenders, several holders of the senior notes and certain parties to further divest non-core assets to secure additional financing, refinancing and funding to continue as a going concern.
These discussions have not yet resulted, and may never result, in a binding commitment by our lenders and other parties.
There can be no assurance that our lenders or any other party will commit to provide additional financing consistent with these discussions or at all.
If we are able to obtain additional financing, it may be on terms substantially different from our current discussions described above, and may require additional or different commitments by us with regard to other actions we will or will not take.
If we fail to obtain necessary financing on acceptable terms or otherwise obtain short-term capital and continuing waivers with approval from our existing lenders, we may be unable to continue operation as a going concern.
Further, even if we obtain additional financing as a result of these discussions or otherwise, there can be no assurance that our plan to improve our financial position will be successful or that we will be able to obtain additional capital in the future on commercially reasonable terms or at all or otherwise comply with the covenants contained in the Credit Agreement.
As a result, our liquidity and ability to timely pay our obligations when due would be adversely affected.
Absent additional waivers from the lenders under our Credit Agreement, our lenders could declare all debt outstanding under the Credit Agreement as immediately due and payable.
Furthermore, our creditors may resist renegotiation or lengthening of payment and other terms through legal action or otherwise.
If we fail to obtain necessary financing on acceptable terms or otherwise obtain short-term capital with approval from our existing lenders or if we are not able to timely, successfully or efficiently implement the strategies that we are pursuing to improve our operating performance and financial position and comply with the covenants under the Credit Agreement, we may not have sufficient liquidity to sustain operations and to continue as a going concern and we could be required to reorganize our company in its entirety, including through bankruptcy proceedings.
We must refinance our 8.125% Notes due 2026 and 6.50% Notes due 2026 prior to their maturity.
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.
In addition to the completed sales, we issued $35.0 million of the 8.125% Senior Notes to B.
Riley, a related party, in exchange for a deemed prepayment of our then-existing Last Out Term Loan Tranche A-3.
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.
The maturity date of the Credit Agreement is January 18, 2027, provided that by November 28, 2025, the Notes Due 2026 have not been refinanced pursuant to a Permitted Refinancing, as defined in the Credit Agreement.
The Second Amendment further amended the Credit Agreement by sunsetting the option to increase the amounts available to be borrowed based on inventory in the borrowing base under the Credit Agreement following the Specified Revolver Paydown, and extended the maturity date under the agreement from August 30, 2025 to October 31, 2025 in the event that the Indebtedness under any of the Company’s unsecured notes has not been refinanced pursuant to a permitted refinancing under the agreement.
The October 31, 2025 maturity date was subsequently extended to November 28, 2025 in the Fourth Amendment to Credit Agreement, as described below in Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
The maturity date of the Credit Agreement otherwise remains January 18, 2027.
There can be no assurance that our efforts to improve our financial position will be successful or that we will be able to obtain additional capital in the future on commercially reasonable terms or at all.
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.
Our customers, suppliers, vendors, employees and other third parties with whom we do business may react negatively to the substantial doubt about our ability to continue as a going concern.
The inclusion of a "going concern" explanatory paragraph in the auditor's report covering our audited Consolidated Financial Statements contained in this annual report may only heighten these concerns about our financial viability and may discourage existing or new customers, suppliers, vendors and other third parties from entering into business relationships with us on terms that we find acceptable or at all, including by demanding the posting of additional standby letters of credit or surety bonds before engaging in business with us.
We may also have difficulty in retaining and attracting employees as a result of these concerns.
As a result, our management team may need to address these concerns with these various constituencies, which may divert their attention from other important business activities.
These adverse reactions by each of these groups of constituencies may further impair our financial condition in a re-enforcing cycle.
All of these risks could materially and adversely affect our ability to continue operating as a going concern and we could be required to reorganize our company in its entirety, including through bankruptcy proceedings.
Our evaluation of strategic alternatives for certain businesses and non-core assets may not result in a successful transaction.
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.

and 40 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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