Babcock & Wilcox Announces Third Quarter 2014 Results

The Babcock & Wilcox Company (NYSE: BWC) (“B&W” or the “Company”) today reported third quarter 2014 revenues of $737.9 million, a decrease of $36.9 million, or 4.8%, from the third quarter of 2013, while GAAP earnings per share increased $0.03 per share to $0.57 for the third quarter of 2014 compared to $0.54 in the prior year period. Adjusted earnings per share, which excludes a $0.04 per share net impact of a non-recurring investment gain offset by a mid-year pension mark-to-market adjustment and restructuring costs for the quarter, were $0.53 for the three months ended September 30, 2014 compared to $0.57 in the third quarter of 2013.

“Significantly improved third quarter revenue and margin relative to the first half of the year demonstrate that our focus on efficiency, costs, and targeted business development is beginning to positively impact the business,” said Mr. E. James Ferland, President and Chief Executive Officer. “Our Nuclear Operations segment continued its strong performance, recording its highest ever third quarter revenue while maintaining its operating margin. The Power Generation segment produced a solid quarter with improved revenue and operating margins in line with our expectations. We are pleased with these results and believe they represent a step forward for the Company. We are confident that the actions we are taking position B&W for steady improvement in our top and bottom lines in 2015 and beyond.

In a separate release issued today, the Company also announced that its Board of Directors has unanimously approved pursuing the tax-free spin-off of the Company’s Power Generation business to B&W shareholders. The planned separation of the Power Generation and Government & Nuclear Operations businesses is expected to create two independent, publicly-traded companies equipped with the resources, strategic autonomy, and financial flexibility to enhance long-term shareholder value.

Results of Operations

Consolidated revenues for the third quarter of 2014 were $737.9 million, a decrease of 4.8%, compared to $774.8 million for the third quarter of 2013. The Nuclear Operations segment revenues increased by 5.4%, to $297.5 million, primarily attributable to increased activity in the manufacturing of nuclear components for the U.S. Government programs. Revenues in the Power Generation segment were $402.0 million in the three months, 5.8% below the corresponding period in 2013 but 22.8% higher sequentially compared to the previous quarter. The year-over-year decrease was primarily due to the timing and level of activities related to new build steam generation systems projects together with lower revenue from the new build environmental equipment business. The MEGTEC acquisition contributed $48.9 million of revenues during the third quarter of 2014. Revenues from the Nuclear Energy segment were $21.5 million, compared to $52.5 million in the prior year period, a decrease of $31.0 million primarily attributable to management’s decision earlier in the year to exit the low margin nuclear projects business.

GAAP operating income for the third quarter of 2014 decreased $16.9 million to $65.2 million compared to $82.1 million in the same period of 2013. The mPower segment recorded a $5.1 million loss in the third quarter of 2014 compared to a $25.6 million loss in the corresponding period in 2013, due to the slower pace of development under the restructured mPower program. For the quarter, Technical Services operating income decreased $13.4 million to $5.0 million, primarily attributable to the loss of the Pantex and Y-12 contracts. Operating income in the Power Generation segment was $35.3 million, a $3.0 million decrease from $38.3 million in the 2013 period, primarily due to lower revenues. Operating income in the Nuclear Operations segment decreased $1.9 million in the quarter from last year’s record third quarter profit to $61.9 million, while the Nuclear Energy segment reported a loss of $6.7 million in the period compared to $0.0 million in the same prior year period.

Operating income for the third quarter of 2014 includes an $11.1 million pension mark-to-market adjustment, due to a re-measurement of the Canadian pension plan, as well as $8.7 million of special charges for restructuring activities and $0.6 million of MEGTEC acquisition costs. Excluding these charges, adjusted operating income for the third quarter of 2014 was $85.6 million compared to adjusted operating income of $86.9 million in the third quarter of 2013.

“We are pleased with the progress we’ve made across our different businesses during the period,” said Mr. Ferland. “In addition to the solid results in the Nuclear Operations and Power Generation segments this quarter, the Nuclear Energy segment reported bookings in excess of $100 million. mPower spending was reduced and is pacing to our targeted $15 million annual run rate. Our international business development activities are expanding in markets where there is a healthy pipeline of coal and renewables opportunities. As a result, we expect solid bookings in these areas in the coming months. Our margin improvement programs remain on track and we continue to look for additional opportunities to reduce costs and improve efficiency.”

Liquidity and Debt

The Company’s cash and investments position, net of restricted cash, was $220.5 million at the end of the third quarter of 2014, a decrease of $140.8 million compared to $361.3 million as of December 31, 2013. During the three month period ended September 30, 2014, the Company repurchased common shares totaling $50.0 million, paid dividends of $10.7 million, and contributed $34.1 million to its pension plans. For the first nine months of 2014, the Company returned $182.6 million of capital to shareholders through its share repurchase and dividend programs, acquired MEGTEC for a net $142.8 million, and contributed $58.9 million to its pension plans.

As of September 30, 2014, outstanding balances under the Credit Agreement included a $150.0 million term loan, $154.4 million borrowed under the revolving credit facility, and letters of credit issued under the revolving credit facility totaling $170.2 million, resulting in $825.4 million of availability as of the end of the third quarter.

Quarterly Dividend and Share Repurchase

On October 31, 2014, the Company declared a quarterly cash dividend of $0.10 per common share. The dividend will be payable on December 16, 2014 to shareholders of record on November 20, 2014.

During the third quarter of 2014, the Company repurchased 1.63 million shares of its common stock at a total cost of $50.0 million. Program to date through September 30, 2014, the Company had repurchased a total of 14.22 million shares at a cost of $403.4 million leaving $346.6 million of capacity remaining under its previously announced $750 million share repurchase authorizations.

Outlook

The Company raised the lower end of the range for adjusted earnings per share for the full year 2014 to $1.75 to $1.85, from the previous range of $1.70 to $1.85. Adjusted earnings per share exclude restructuring charges, the mark-to-market adjustments for pension and other post-retirement benefits, and other non-recurring gains and losses. The Company also expects 2014 consolidated revenues to be approximately $2.9 billion, compared to the previous range of $2.9 billion to $3.0 billion.

Conference Call to Discuss Third Quarter 2014 Results and Announcement of Planned Spin-off

Date:

Thursday, November 6, 2014, at 8:30 a.m. EST

Live Webcast:

Investor Relations section of website at www.babcock.com

Forward-Looking Statements

B&W cautions that this release contains forward-looking statements, including, without limitation, statements relating to the manner, tax-free nature and expected benefits associated with separating B&W’s power generation business and its government and nuclear operations business into two independent, publicly traded companies; bookings, to the extent they may be viewed as an indicator of future revenues; and our 2014 outlook. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, the proposed separation not being completed as anticipated or at all; delays or other difficulties in completing the separation, including the inability to satisfy the conditions for its completion; disruptions experienced with customers and suppliers; the inability of either business to successfully operate independently; the inability to retain key personnel; adverse changes in the industries in which we operate and delays, changes or termination of contracts in backlog. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see B&W’s filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended December 31, 2013 and subsequent quarterly reports on Form 10-Q. B&W cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

About B&W

The Babcock & Wilcox Company is a leader in clean energy technology and services, primarily for the nuclear, fossil and renewable power markets as well as a premier advanced technology and mission critical defense contractor. B&W has locations worldwide and employs approximately 11,000 people, in addition to joint venture employees throughout the world. A company overview presentation, which will be presented at investor conferences and meetings throughout this quarter, is available on the Investor Relations section of our website. For additional information please visit our website at www.babcock.com.

EXHIBIT 1

THE BABCOCK & WILCOX COMPANY
RECONCILIATION OF NON-GAAP OPERATING INCOME AND EARNINGS PER SHARE*
Three Months Ended September 30, 2014
GAAP

Gain on
Centrus
Transaction

Pension &
OPEB MTM
(Gain) / Loss

MEGTEC
Acquisition

mPower
Restructuring

GCI ImpactNon-GAAP
Operating Income$65.2

$

-

$11.1$0.6$0.3$8.4$85.6
Other Income / (Expense)15.9(18.6)----(2.7)
Provision for Income Taxes(20.7)-(2.9)(0.2)(0.1)(2.7)(26.6)
Net Income60.4(18.6)8.20.40.25.756.3
Net Loss (Income) Attributable to Non-Controlling Interest0.8-----0.8
Net Income Attributable to The Babcock & Wilcox Company$61.2

$

(18.6)

$8.2$0.4$0.2$5.7$57.1
Diluted Earnings per Common Share$0.57

$

(0.17)

$0.08$0.00$0.00$0.05$0.53
Effective Tax Rate25.5%32.1%
Three Months Ended September 30, 2013
GAAP

Gain on
Centrus
Transaction

Pension &
OPEB MTM
(Gain) / Loss

MEGTEC
Acquisition

mPower
Restructuring

GCI ImpactNon-GAAP
Operating Income$82.1

$

-

$-$-$-$4.8$86.9
Other Income / (Expense)(0.7)-----(0.7)
Provision for Income Taxes(24.4)----(1.6)(26.0)
Net Income57.0----3.260.2
Net Loss (Income) Attributable to Non-Controlling Interest3.4-----3.4
Net Income Attributable to The Babcock & Wilcox Company$60.4

$

-

$-$-$-$3.2$63.6
Diluted Earnings per Common Share$0.54

$

-

$-$-$-$0.03$0.57
Effective Tax Rate30.0%30.2%
Nine Months Ended September 30, 2014
GAAP

Gain on
Centrus
Transaction

Pension &
OPEB MTM
(Gain) / Loss

MEGTEC
Acquisition

mPower
Restructuring

GCI ImpactNon-GAAP
Operating Income$153.9

$

-

$11.1$2.1$22.4$20.6$210.1
Other Income / (Expense)16.6(18.6)----(2.0)
Provision for Income Taxes(45.5)-(2.9)(0.7)(7.6)(7.0)(63.7)
Net Income125.0(18.6)8.21.414.813.6144.4
Net Loss (Income) Attributable to Non-Controlling Interest7.6-----7.6
Net Income Attributable to The Babcock & Wilcox Company$132.7

$

(18.6)

$8.2$1.4$14.8$13.6$152.1
Diluted Earnings per Common Share$1.21

$

(0.17)

$0.08$0.01$0.14$0.12$1.39
Effective Tax Rate26.7%30.6%

Nine Months Ended September 30, 2013

GAAP

Gain on
Centrus
Transaction

Pension &
OPEB MTM
(Gain) / Loss

MEGTEC
Acquisition

mPower
Restructuring

GCI ImpactNon-GAAP
Operating Income$241.0

$

-

$-$-$-$25.5$266.5
Other Income / (Expense)0.8-----0.8
Provision for Income Taxes(70.2)----(8.7)(78.9)
Net Income171.6----16.8188.4
Net Loss (Income) Attributable to Non-Controlling Interest8.9-----8.9
Net Income Attributable to The Babcock & Wilcox Company$180.5

$

-

$-$-$-$16.8$197.3
Diluted Earnings per Common Share$1.60

$

$ -$-$-$-$0.15$1.75

Effective Tax Rate

29.0%29.5%

* B&W is providing non-GAAP information regarding certain of its historical results and guidance on future earnings per share to supplement the results provided in accordance with GAAP and it should not be considered superior to, or as a substitute for, the comparable GAAP measures. B&W believes the non-GAAP measures provide meaningful insight in the Company’s operational performance and provides these measures to investors to help facilitate comparisons of operating results with prior periods and to assist them in understanding B&W’s ongoing operations.

EXHIBIT 2

THE BABCOCK & WILCOX COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS

September 30,December 31,
20142013
(Unaudited)
(In thousands)
Current Assets:
Cash and cash equivalents $ 196,921 $ 346,116
Restricted cash and cash equivalents 43,200 45,945
Investments 19,046 10,748
Accounts receivable – trade, net 424,875 360,323
Accounts receivable – other 66,052 45,480
Contracts in progress 350,165 370,820
Inventories 116,533 113,058
Deferred income taxes 97,770 97,170
Other current assets 57,297 47,764
Total Current Assets 1,371,859 1,437,424
Property, Plant and Equipment 1,179,435 1,126,683
Less accumulated depreciation 716,309 679,604
Net Property, Plant and Equipment 463,126 447,079
Investments 4,483 4,426
Goodwill 395,301 281,708
Deferred Income Taxes 117,159 127,076
Investments in Unconsolidated Affiliates 141,914 184,831
Intangible Assets 114,540 81,521
Other Assets 48,388 45,088
TOTAL $ 2,656,770 $ 2,609,153

THE BABCOCK & WILCOX COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
September 30,December 31,
20142013
(Unaudited)
(In thousands, except share and per share amounts)
Current Liabilities:
Notes payable and current maturities of long-term debt $ 8,890 $ 4,671
Accounts payable 212,069 319,774
Accrued employee benefits 100,690 163,833
Accrued liabilities – other 87,707 58,192
Advance billings on contracts 232,008 317,771
Accrued warranty expense 59,574 56,436
Income taxes payable 10,182 6,551
Total Current Liabilities 711,120 927,228
Long-Term Debt 298,776 225
Accumulated Postretirement Benefit Obligation 46,049 43,194
Environmental Liabilities 55,951 53,391
Pension Liability 346,198 336,878
Other Liabilities 58,709 65,296
Stockholders’ Equity:

Common stock, par value $0.01 per share, authorized 325,000,000 shares; issued 121,417,899 and 120,536,910 shares at September 30, 2014 and December 31, 2013, respectively

1,214 1,205

Preferred stock, par value $0.01 per share, authorized 75,000,000 shares; No shares issued

-

-
Capital in excess of par value 772,842 747,189
Retained earnings 756,572 656,916
Treasury stock at cost, 14,910,058 and 10,068,731 shares at September 30, 2014 and December 31, 2013, respectively (423,821)

(268,971)
Accumulated other comprehensive income 17,242 28,348
Stockholders’ Equity – The Babcock & Wilcox Company 1,124,049 1,164,687
Noncontrolling interest 15,918 18,254
Total Stockholders’ Equity 1,139,967 1,182,941
TOTAL $ 2,656,770 $ 2,609,153

THE BABCOCK & WILCOX COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months EndedNine Months Ended
September 30,September 30,

2014

2013

2014

2013

(Unaudited)
(In thousands, except share and per share amounts)
Revenues $ 737,902 $ 774,834

$

2,085,925

$ 2,466,393
Costs and Expenses:
Cost of operations 554,614 578,394 1,569,229 1,884,134
Research and development costs 8,379 23,787 63,293 52,970
Losses (gains) on asset disposals and impairments, net (605) 1,258 852 1,345
Selling, general and administrative expenses 108,987 102,576 305,590 313,113
Special charges for restructuring activities 8,675 4,849 28,803 25,504
Total Costs and Expenses 680,050 710,864 1,967,767 2,277,066
Equity in Income of Investees 7,308 18,151 35,760 51,713
Operating Income 65,160 82,121 153,918 241,040
Other Income (Expense):
Interest income 267 480 876 1,135
Interest expense (2,978) (631) (4,798) (2,238)
Other – net 18,625 (533) 20,527 1,878
Total Other Income (Expense) 15,914 (684) 16,605 775
Income before Provision for Income Taxes 81,074 81,437 170,523 241,815
Provision for Income Taxes 20,671 24,416 45,474 70,217
Net Income 60,403 57,021 125,049 171,598
Net Loss Attributable to Noncontrolling Interest 811 3,425 7,646 8,892
Net Income Attributable to The Babcock & Wilcox Company $ 61,214 $ 60,446

$

132,695

$ 180,490
Earnings per Common Share:
Basic:
Net Income Attributable to The Babcock & Wilcox

Company

$

0.57

$ 0.54

$

1.22

$

1.61

Diluted:
Net Income Attributable to The Babcock & Wilcox

Company

$

0.57

$ 0.54

$

1.21

$

1.60

Shares used in the computation of earnings per share

(Note 10):

Basic 107,105,986 110,931,376 109,103,879 112,309,170
Diluted 107,444,284 111,749,381 109,482,318 113,049,700

THE BABCOCK & WILCOX COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
20142013
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES: (In thousands)
Net Income $ 125,049 $ 171,598
Non-cash items included in net income:
Depreciation and amortization 57,400 51,341
Income of investees, net of dividends 16,920 (18,419)
Losses on asset disposals and impairments 3,870 1,345
Gain on exchange of USEC investment (18,647) -
In-kind research and development costs 5,830 11,289
Recognition of losses for pension and postretirement plans 12,952 2,265
Stock-based compensation expense 11,786 13,072
Excess tax benefits from stock-based compensation (568) (64)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable (62,220) (44,663)
Accounts payable (115,271) 5,305
Contracts in progress and advance billings on contracts (74,214) (140,862)
Inventories 138 10,559
Income taxes (11,804) (1,284)
Accrued and other current liabilities 13,206 (3,588)
Pension liability, accrued postretirement benefit obligation and employee benefits (66,679) (69,842)
Other, net 17,057 5,921
NET CASH USED IN OPERATING ACTIVITIES (85,195) (6,027)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash and cash equivalents 2,745 14,669
Purchases of property, plant and equipment (55,877) (45,288)
Acquisition of business, net of cash acquired (127,705) -
Purchase of intangible assets (722) (2,200)
Purchases of available-for-sale securities (21,225) (79,747)
Sales and maturities of available-for-sale securities 31,663 122,677
Investment in equity and cost method investees (4,900) (2,807)
Proceeds from asset disposals 846 586
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (175,175) 7,890
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of short-term borrowing and long-term debt (4,424) (157)
Borrowings under short-term arrangements 2,855 649
Borrowings under Credit Agreement 809,300 -
Repayments under Credit Agreement (504,900) -
Payment of debt issuance costs (5,390) -
Repurchase of common shares (149,774) (140,143)
Dividends paid to common shareholders (32,799) (27,082)
Excess tax benefits from stock-based compensation 568 64
Exercise of stock options 3,854 3,756
Other (202) (414)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 119,088 (163,327)
EFFECTS OF EXCHANGE RATE CHANGES ON CASH (7,913) (2,255)
NET DECREASE IN CASH AND CASH EQUIVALENTS (149,195) (163,719)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 346,116 383,547
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 196,921 $ 219,828
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized) $ 3,573 $ 1,341
Income taxes (net of refunds) $ 52,845 $ 70,602
SCHEDULE OF NON-CASH INVESTING ACTIVITY:
Accrued capital expenditures included in accounts payable $ 3,201 $ 6,040

THE BABCOCK & WILCOX COMPANY
BUSINESS SEGMENT INFORMATION
Three Months EndedNine Months Ended
September 30,September 30,

2014

2013

2014

2013

(Unaudited)

(In thousands)

REVENUES:

Power Generation $ 402,016 $ 426,960 $ 1,041,473 $ 1,359,614
Nuclear Operations 297,489 282,120 877,141 874,245
Technical Services 20,236 25,242 70,706 77,903
Nuclear Energy 21,529 52,470 114,236 179,171
mPower - 343 278 980
Adjustments and Eliminations (3,368) (12,301) (17,909) (25,520)
TOTAL $ 737,902 $ 774,834 $ 2,085,925 $ 2,466,393

SEGMENT INCOME:

Power Generation $ 35,260 $ 38,348 $ 61,017 $ 102,213
Nuclear Operations 61,893 63,819 180,103 184,280
Technical Services 4,951 18,398 34,818 47,812
Nuclear Energy (6,698) 21 (4,627) 10,201
mPower (5,140) (25,576) (63,782) (53,627)
SUBTOTAL 90,266 95,010 207,529 290,879
Corporate (5,352) (8,040) (13,729) (24,335)
Special Charges for Restructuring Activities (8,675) (4,849) (28,803) (25,504)
Mark to Market Adjustment (11,079) - (11,079) -
TOTAL $ 65,160 $ 82,121 $ 153,918 $ 241,040

EQUITY IN INCOME (LOSS) OF INVESTEES:

Power Generation $ 2,859 $ 3,287 $ 5,659 $ 10,596
Nuclear Operations - - - -
Technical Services 4,419 15,063 30,069 41,595
Nuclear Energy 30 (199) 32 (478)
mPower - - - -
TOTAL $ 7,308 $ 18,151 $ 35,760 $ 51,713

PENSION EXPENSE:

Power Generation $ 191 $ 750 $ 1,382 $ 2,240
Nuclear Operations 872 1,133 2,616 3,399
Technical Services 48 72 144 216
Nuclear Energy 1,013 899 3,495 3,038
mPower - - - -
Corporate 484 505 1,459 1,515
Mark to Market Adjustment 11,079 0 11,079 -
TOTAL $ 13,687 $ 3,359 $ 20,175 $ 10,408

DEPRECIATION AND AMORTIZATION:

Power Generation $ 9,886 $ 5,720 $ 21,193 $ 16,519
Nuclear Operations 7,380 6,769 21,037 20,182
Technical Services - 48 1 144
Nuclear Energy 1,614 1,648 4,968 4,832
mPower 263 122 712 365
Corporate 3,204 3,178 9,489 9,299
TOTAL $ 22,347 $ 17,485 $ 57,400 $ 51,341

RESEARCH AND DEVELOPMENT, NET:

Power Generation $ 4,502 $ 4,585 $ 12,795 $ 16,128
Nuclear Operations - 54 5 67
Technical Services 6 17 24 56
Nuclear Energy 602 879 1,512 3,079
mPower 3,269 18,252 48,957 33,640
TOTAL $ 8,379 $ 23,787 $ 63,293 $ 52,970

CAPITAL EXPENDITURES:

Power Generation $ 4,788 $ 1,553 $ 10,886 $ 13,403
Nuclear Operations 7,101 8,187 24,210 21,599
Technical Services - 66 - 66
Nuclear Energy 4,852 1,163 13,089 4,141
mPower 99 331 1,983 1,745
Corporate 1,215 555 5,709 4,334
TOTAL $ 18,055 $ 11,855 $ 55,877 $ 45,288

BACKLOG:

Power Generation $ 2,132,985 $ 2,176,110 $ 2,132,985 $ 2,176,110
Nuclear Operations 2,376,438 2,530,159 2,376,438 2,530,159
Technical Services 4,475 15,388 4,475 15,388
Nuclear Energy 273,415 185,632 273,415 185,632
mPower - 2,221 - 2,221
TOTAL $ 4,787,313 $ 4,909,510 $ 4,787,313 $ 4,909,510

BOOKINGS:

Power Generation $ 320,079 $ 270,214 $ 1,011,358 $ 1,041,851
Nuclear Operations 93,426 (20,476) 877,434 416,238
Technical Services 12,523 33,055 70,155 86,120
Nuclear Energy 100,837 34,711 238,863 82,839
mPower - - - -
TOTAL $ 526,865 $ 317,504 $ 2,197,810 $ 1,627,048

Contacts:

The Babcock & Wilcox Company
Investor Contact:
Jenny L. Apker, Vice President, Treasurer and Investor Relations, 704-625-4944
investors@babcock.com
or
Media Contact:
Aimee Mills, Media Relations Lead, 980-365-4583
aemills@babcock.com

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