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BWX Technologies, Inc. - Quarter Report: 2019 September (Form 10-Q)

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _________________________________________________________________________________________________________________________________ 
FORM 10-Q
 _________________________________________________________________________________________________________________________________ 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019.
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission File No. 001-34658
BWX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
__________________________________________________________________________________________________________________________________
Delaware
 
80-0558025
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
800 Main Street, 4th Floor
 
 
 
Lynchburg,
Virginia
 
 
24504
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code: (980) 365-4300
_________________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
BWXT
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
 
Accelerated filer
 
 
 
 
 
Non-accelerated filer
 
 
Smaller reporting company
 
 
 
 
 
 
 
 
Emerging growth company
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The number of shares of the registrant's common stock outstanding at October 31, 2019 was 95,250,333.


Table of Contents

BWX TECHNOLOGIES, INC.
INDEX – FORM 10-Q
 
 
 
 
 
PAGE
 
 
 
 
 
 
September 30, 2019 and December 31, 2018 (Unaudited)
 
 
 
Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)
 
 
 
Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)
 
 
 
Three Months Ended March 31, June 30 and September 30, 2019 and 2018 (Unaudited)
 
 
 
Nine Months Ended September 30, 2019 and 2018 (Unaudited)
 
 
 
 
 
 
 
 
 
 


1

Table of Contents

PART I
FINANCIAL INFORMATION
Item 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
 
 
September 30,
2019
 
December 31,
2018
 
 
(Unaudited)
(In thousands)
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
13,641

 
$
29,871

Restricted cash and cash equivalents
 
3,524

 
3,834

Investments
 
3,618

 
3,597

Accounts receivable – trade, net
 
71,484

 
71,574

Accounts receivable – other
 
18,872

 
13,374

Retainages
 
70,294

 
57,885

Contracts in progress
 
399,002

 
318,454

Other current assets
 
41,015

 
43,859

Total Current Assets
 
621,450

 
542,448

Property, Plant and Equipment
 
1,233,151

 
1,132,392

Less accumulated depreciation
 
719,151

 
693,153

Net Property, Plant and Equipment
 
514,000

 
439,239

Investments
 
9,333

 
7,382

Goodwill
 
277,078

 
274,082

Deferred Income Taxes
 
60,901

 
63,908

Investments in Unconsolidated Affiliates
 
70,963

 
63,746

Intangible Assets
 
191,318

 
228,676

Other Assets
 
81,377

 
35,615

TOTAL
 
$
1,826,420

 
$
1,655,096

See accompanying notes to condensed consolidated financial statements.

2

Table of Contents

BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
September 30,
2019
 
December 31,
2018
 
 
(Unaudited)
(In thousands, except share
and per share amounts)
Current Liabilities:
 
 
 
 
Current maturities of long-term debt
 
$
14,535

 
$
14,227

Accounts payable
 
122,277

 
114,751

Accrued employee benefits
 
70,450

 
77,386

Accrued liabilities – other
 
48,892

 
62,163

Advance billings on contracts
 
66,526

 
98,477

Accrued warranty expense
 
11,060

 
10,344

Total Current Liabilities
 
333,740

 
377,348

Long-Term Debt
 
849,589

 
753,617

Accumulated Postretirement Benefit Obligation
 
19,082

 
19,236

Environmental Liabilities
 
90,421

 
86,372

Pension Liability
 
162,403

 
173,469

Other Liabilities
 
16,652

 
9,353

Commitments and Contingencies (Note 5)
 

 

Stockholders' Equity:
 
 
 
 
Common stock, par value $0.01 per share, authorized 325,000,000 shares; issued 126,508,355 and 125,871,866 shares at September 30, 2019 and December 31, 2018, respectively
 
1,265

 
1,259

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

 

Capital in excess of par value
 
128,876

 
115,725

Retained earnings
 
1,299,279

 
1,166,762

Treasury stock at cost, 31,258,239 and 30,625,074 shares at September 30, 2019 and December 31, 2018, respectively
 
(1,067,622
)
 
(1,037,795
)
Accumulated other comprehensive income
 
(7,322
)
 
(10,289
)
Stockholders' Equity – BWX Technologies, Inc.
 
354,476

 
235,662

Noncontrolling interest
 
57

 
39

Total Stockholders' Equity
 
354,533

 
235,701

TOTAL
 
$
1,826,420

 
$
1,655,096

See accompanying notes to condensed consolidated financial statements.


3

Table of Contents

BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
 
 
(Unaudited)
(In thousands, except share and per share amounts)
Revenues
 
$
506,000

 
$
425,507

 
$
1,393,685

 
$
1,321,891

Costs and Expenses:
 
 
 
 
 
 
 
 
Cost of operations
 
357,732

 
326,314

 
999,390

 
971,887

Research and development costs
 
5,125

 
3,959

 
15,631

 
11,673

Losses (gains) on asset disposals and impairments, net
 
(6
)
 
243

 
145

 
(2
)
Selling, general and administrative expenses
 
52,561

 
53,919

 
158,296

 
159,199

Total Costs and Expenses
 
415,412

 
384,435

 
1,173,462

 
1,142,757

Equity in Income of Investees
 
7,874

 
9,323

 
22,418

 
22,698

Operating Income
 
98,462

 
50,395

 
242,641

 
201,832

Other Income (Expense):
 
 
 
 
 
 
 
 
Interest income
 
232

 
1,121

 
784

 
2,340

Interest expense
 
(8,858
)
 
(7,925
)
 
(27,103
)
 
(19,354
)
Other – net
 
4,670

 
40,968

 
18,795

 
63,984

Total Other Income (Expense)
 
(3,956
)
 
34,164

 
(7,524
)
 
46,970

Income before Provision for Income Taxes
 
94,506

 
84,559

 
235,117

 
248,802

Provision for Income Taxes
 
19,508

 
6,482

 
52,009

 
43,578

Net Income
 
$
74,998

 
$
78,077

 
$
183,108

 
$
205,224

Net Income Attributable to Noncontrolling Interest
 
(188
)
 
(158
)
 
(442
)
 
(201
)
Net Income Attributable to BWX Technologies, Inc.
 
$
74,810

 
$
77,919

 
$
182,666

 
$
205,023

Earnings per Common Share:
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
Net Income Attributable to BWX Technologies, Inc.
 
$
0.78

 
$
0.78

 
$
1.92

 
$
2.06

Diluted:
 
 
 
 
 
 
 
 
Net Income Attributable to BWX Technologies, Inc.
 
$
0.78

 
$
0.78

 
$
1.91

 
$
2.04

Shares used in the computation of earnings per share (Note 9):
 
 
 
 
 
 
 
 
Basic
 
95,420,626

 
99,421,031

 
95,344,349

 
99,542,933

Diluted
 
95,811,198

 
100,420,766

 
95,769,919

 
100,501,597

See accompanying notes to condensed consolidated financial statements.

4

Table of Contents

BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
 
 
(Unaudited)
(In thousands)
Net Income
 
$
74,998

 
$
78,077

 
$
183,108

 
$
205,224

Other Comprehensive Income (Loss):
 
 
 
 
 
 
 
 
Currency translation adjustments
 
(2,535
)
 
2,008

 
2,703

 
(4,725
)
Derivative financial instruments:
 
 
 
 
 
 
 
 
Unrealized (losses) gains arising during the period, net of tax benefit (provision) of $79, $24, $469 and $(5), respectively
 
(248
)
 
(39
)
 
(1,323
)
 
7

Reclassification adjustment for gains included in net income, net of tax provision of $26, $7, $5 and $16, respectively
 
(72
)
 
(26
)
 
(10
)
 
(41
)
Amortization of benefit plan costs, net of tax benefit of $(130), $(78), $(421) and $(286), respectively
 
519

 
360

 
1,523

 
1,145

Investments:
 
 
 
 
 
 
 
 
Unrealized losses arising during the period, net of tax benefit (provision) of $0, $270, $(10) and $270, respectively
 
(54
)
 
(388
)
 
(3
)
 
(432
)
Reclassification adjustment for losses included in net income, net of tax provision of $0, $25, $0 and $25, respectively
 

 
379

 

 
379

Other Comprehensive Income (Loss)
 
(2,390
)
 
2,294

 
2,890

 
(3,667
)
Total Comprehensive Income
 
72,608

 
80,371

 
185,998

 
201,557

Comprehensive Income Attributable to Noncontrolling Interest
 
(188
)
 
(158
)
 
(442
)
 
(201
)
Comprehensive Income Attributable to BWX Technologies, Inc.
 
$
72,420

 
$
80,213

 
$
185,556

 
$
201,356

See accompanying notes to condensed consolidated financial statements.

5

Table of Contents

BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
 
Common Stock
 
Capital In
Excess of
Par Value
 
 
 
Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
 
 
 
 
Total
Stockholders'
Equity
 
 
Shares
 
Par
Value
 
 
Retained
Earnings
 
 
Treasury
Stock
 
Stockholders'
Equity
 
Noncontrolling
Interest
 
 
 
 
 
(In thousands, except share and per share amounts)
Balance December 31, 2018
 
125,871,866

 
$
1,259

 
$
115,725

 
$
1,166,762

 
$
(10,289
)
 
$
(1,037,795
)
 
$
235,662

 
$
39

 
$
235,701

Recently adopted accounting standards
 

 

 

 
(1,219
)
 
77

 

 
(1,142
)
 

 
(1,142
)
Net income
 

 

 

 
48,978

 

 

 
48,978

 
132

 
49,110

Dividends declared ($0.17 per share)
 

 

 

 
(16,323
)
 

 

 
(16,323
)
 

 
(16,323
)
Currency translation adjustments
 

 

 

 

 
943

 

 
943

 

 
943

Derivative financial instruments
 

 

 

 

 
(582
)
 

 
(582
)
 

 
(582
)
Defined benefit obligations
 

 

 

 

 
511

 

 
511

 

 
511

Available-for-sale investments
 

 

 

 

 
24

 

 
24

 

 
24

Exercises of stock options
 
58,655

 
1

 
1,275

 

 

 

 
1,276

 

 
1,276

Shares placed in treasury
 

 

 

 

 

 
(29,027
)
 
(29,027
)
 

 
(29,027
)
Stock-based compensation charges
 
449,275

 
4

 
2,525

 

 

 

 
2,529

 

 
2,529

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 
(146
)
 
(146
)
Balance March 31, 2019 (unaudited)
 
126,379,796

 
$
1,264

 
$
119,525

 
$
1,198,198

 
$
(9,316
)
 
$
(1,066,822
)
 
$
242,849

 
$
25

 
$
242,874

Net income
 

 

 

 
58,878

 

 

 
58,878

 
122

 
59,000

Dividends declared ($0.17 per share)
 

 

 

 
(16,301
)
 

 

 
(16,301
)
 

 
(16,301
)
Currency translation adjustments
 

 

 

 

 
4,295

 

 
4,295

 

 
4,295

Derivative financial instruments
 

 

 

 

 
(431
)
 

 
(431
)
 

 
(431
)
Defined benefit obligations
 

 

 

 

 
493

 

 
493

 

 
493

Available-for-sale investments
 

 

 

 

 
27

 

 
27

 

 
27

Exercises of stock options
 
32,023

 

 
757

 

 

 

 
757

 

 
757

Shares placed in treasury
 

 

 

 

 

 
(260
)
 
(260
)
 

 
(260
)
Stock-based compensation charges
 
4,927

 

 
3,823

 

 

 

 
3,823

 

 
3,823

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 
(128
)
 
(128
)
Balance June 30, 2019 (unaudited)
 
126,416,746

 
$
1,264

 
$
124,105

 
$
1,240,775

 
$
(4,932
)
 
$
(1,067,082
)
 
$
294,130

 
$
19

 
$
294,149

Net income
 

 

 

 
74,810

 

 

 
74,810

 
188

 
74,998

Dividends declared ($0.17 per share)
 

 

 

 
(16,306
)
 

 

 
(16,306
)
 

 
(16,306
)
Currency translation adjustments
 

 

 

 

 
(2,535
)
 

 
(2,535
)
 

 
(2,535
)
Derivative financial instruments
 

 

 

 

 
(320
)
 

 
(320
)
 

 
(320
)
Defined benefit obligations
 

 

 

 

 
519

 

 
519

 

 
519

Available-for-sale investments
 

 

 

 

 
(54
)
 

 
(54
)
 

 
(54
)
Exercises of stock options
 
86,888

 
1

 
1,984

 

 

 

 
1,985

 

 
1,985

Shares placed in treasury
 

 

 

 

 

 
(540
)
 
(540
)
 

 
(540
)
Stock-based compensation charges
 
4,721

 

 
2,787

 

 

 

 
2,787

 

 
2,787

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 
(150
)
 
(150
)
Balance September 30, 2019 (unaudited)
 
126,508,355

 
$
1,265

 
$
128,876

 
$
1,299,279

 
$
(7,322
)
 
$
(1,067,622
)
 
$
354,476

 
$
57

 
$
354,533

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

6

Table of Contents

 
 
Common Stock
 
Capital In
Excess of
Par Value
 
 
 
Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
 
 
 
 
Total
Stockholders'
Equity
 
 
Shares
 
Par
Value
 
 
Retained
Earnings
 
 
Treasury
Stock
 
Stockholders'
Equity
 
Noncontrolling
Interest
 
 
 
 
 
(In thousands, except share and per share amounts)
Balance December 31, 2017
 
125,381,591

 
$
1,254

 
$
98,843

 
$
990,652

 
$
9,454

 
$
(814,809
)
 
$
285,394

 
$
363

 
$
285,757

Recently adopted accounting standards
 

 

 

 
13,311

 
(3,385
)
 

 
9,926

 

 
9,926

Net income
 

 

 

 
66,441

 

 

 
66,441

 
(28
)
 
66,413

Dividends declared ($0.16 per share)
 

 

 

 
(16,174
)
 

 

 
(16,174
)
 

 
(16,174
)
Currency translation adjustments
 

 

 

 

 
(3,124
)
 

 
(3,124
)
 

 
(3,124
)
Derivative financial instruments
 

 

 

 

 
94

 

 
94

 

 
94

Defined benefit obligations
 

 

 

 

 
322

 

 
322

 

 
322

Available-for-sale investments
 

 

 

 

 
(66
)
 

 
(66
)
 

 
(66
)
Exercises of stock options
 
159,126

 
1

 
3,806

 

 

 

 
3,807

 

 
3,807

Shares placed in treasury
 

 

 

 

 

 
(5,940
)
 
(5,940
)
 

 
(5,940
)
Stock-based compensation charges
 
181,317

 
2

 
4,459

 

 

 

 
4,461

 

 
4,461

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 
(226
)
 
(226
)
Balance March 31, 2018 (unaudited)
 
125,722,034

 
$
1,257

 
$
107,108

 
$
1,054,230

 
$
3,295

 
$
(820,749
)
 
$
345,141

 
$
109

 
$
345,250

Net income
 

 

 

 
60,663

 

 

 
60,663

 
71

 
60,734

Dividends declared ($0.16 per share)
 

 

 

 
(16,088
)
 

 

 
(16,088
)
 

 
(16,088
)
Currency translation adjustments
 

 

 

 

 
(3,609
)
 

 
(3,609
)
 

 
(3,609
)
Derivative financial instruments
 

 

 

 

 
(63
)
 

 
(63
)
 

 
(63
)
Defined benefit obligations
 

 

 

 

 
463

 

 
463

 

 
463

Available-for-sale investments
 

 

 

 

 
22

 

 
22

 

 
22

Exercises of stock options
 
23,394

 

 
517

 

 

 

 
517

 

 
517

Shares placed in treasury
 

 

 

 

 

 
(77
)
 
(77
)
 

 
(77
)
Stock-based compensation charges
 
2,643

 

 
1,294

 

 

 

 
1,294

 

 
1,294

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 
(126
)
 
(126
)
Balance June 30, 2018 (unaudited)
 
125,748,071

 
$
1,257

 
$
108,919

 
$
1,098,805

 
$
108

 
$
(820,826
)
 
$
388,263

 
$
54

 
$
388,317

Net income
 

 

 

 
77,919

 

 

 
77,919

 
158

 
78,077

Dividends declared ($0.16 per share)
 

 

 

 
(16,032
)
 

 

 
(16,032
)
 

 
(16,032
)
Currency translation adjustments
 

 

 

 

 
2,008

 

 
2,008

 

 
2,008

Derivative financial instruments
 

 

 

 

 
(65
)
 

 
(65
)
 

 
(65
)
Defined benefit obligations
 

 

 

 

 
360

 

 
360

 

 
360

Available-for-sale investments
 

 

 

 

 
(9
)
 

 
(9
)
 

 
(9
)
Exercises of stock options
 
25,166

 
1

 
617

 

 

 

 
618

 

 
618

Shares placed in treasury
 

 

 

 

 

 
(63,374
)
 
(63,374
)
 

 
(63,374
)
Stock-based compensation charges
 
23,434

 

 
2,764

 

 

 

 
2,764

 

 
2,764

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 
(163
)
 
(163
)
Balance September 30, 2018 (unaudited)
 
125,796,671

 
$
1,258

 
$
112,300

 
$
1,160,692

 
$
2,402

 
$
(884,200
)
 
$
392,452

 
$
49

 
$
392,501

See accompanying notes to condensed consolidated financial statements.

7

Table of Contents

BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
 
(Unaudited) (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
Net Income
 
$
183,108

 
$
205,224

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
46,028

 
43,692

Income of investees, net of dividends
 
(8,642
)
 
(8,471
)
Gain on forward contracts
 

 
(4,743
)
Recognition of debt issuance costs from Former Credit Facility
 

 
2,441

Provision for deferred taxes
 

 
38,685

Recognition of losses (gains) for pension and postretirement plans
 
1,944

 
(33,699
)
Stock-based compensation expense
 
9,139

 
8,519

Changes in assets and liabilities:
 
 
 
 
Accounts receivable
 
3,075

 
23,096

Accounts payable
 
18,124

 
2,061

Retainages
 
(12,341
)
 
(19,712
)
Contracts in progress and advance billings on contracts
 
(111,660
)
 
(35,049
)
Income taxes
 
(5,130
)
 
(46,511
)
Accrued and other current liabilities
 
(15,046
)
 
3,344

Pension liabilities, accrued postretirement benefit obligations and employee benefits
 
(21,608
)
 
(184,898
)
Other, net
 
4,010

 
(2,420
)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
 
91,001

 
(8,441
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Purchases of property, plant and equipment
 
(122,629
)
 
(60,488
)
Acquisition of business
 

 
(212,993
)
Purchases of securities
 
(2,686
)
 
(3,111
)
Sales and maturities of securities
 
2,706

 
3,378

Investments, net of return of capital, in equity method investees
 

 
(9,037
)
Other, net
 
208

 
5,242

NET CASH USED IN INVESTING ACTIVITIES
 
(122,401
)
 
(277,009
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Borrowings of long-term debt
 
587,500

 
901,300

Repayments of long-term debt
 
(498,363
)
 
(624,987
)
Payment of debt issuance costs
 

 
(9,443
)
Repurchases of common shares
 
(20,000
)
 
(62,558
)
Dividends paid to common shareholders
 
(49,167
)
 
(48,014
)
Exercises of stock options
 
3,133

 
3,511

Cash paid for shares withheld to satisfy employee taxes
 
(8,942
)
 
(5,402
)
Other, net
 
847

 
(515
)
NET CASH PROVIDED BY FINANCING ACTIVITIES
 
15,008

 
153,892

EFFECTS OF EXCHANGE RATE CHANGES ON CASH
 
(7
)
 
(8,464
)
TOTAL DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS
 
(16,399
)
 
(140,022
)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
 
36,408

 
213,144

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
20,009

 
$
73,122

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 
 
 
Cash paid during the period for:
 
 
 
 
Interest
 
$
35,342

 
$
13,325

Income taxes (net of refunds)
 
$
57,179

 
$
51,779

SCHEDULE OF NON-CASH INVESTING ACTIVITY:
 
 
 
 
Accrued capital expenditures included in accounts payable
 
$
18,199

 
$
13,457

See accompanying notes to condensed consolidated financial statements.

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BWX TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2019
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
We have presented the condensed consolidated financial statements of BWX Technologies, Inc. ("BWXT" or the "Company") in U.S. dollars in accordance with the interim reporting requirements of Form 10-Q, Rule 10-01 of Regulation S-X and accounting principles generally accepted in the United States ("GAAP"). Certain financial information and disclosures normally included in our financial statements prepared annually in accordance with GAAP have been condensed or omitted. Readers of these financial statements should, therefore, refer to the consolidated financial statements and notes in our annual report on Form 10-K for the year ended December 31, 2018 (our "2018 10-K"). We have included all adjustments, in the opinion of management, consisting only of normal recurring adjustments, necessary for a fair presentation.
We use the equity method to account for investments in entities that we do not control, but over which we have the ability to exercise significant influence. We generally refer to these entities as "joint ventures." We have eliminated all intercompany transactions and accounts. We have reclassified certain amounts previously reported to conform to the presentation at September 30, 2019 and for the three and nine months ended September 30, 2019 primarily related to the adoption of new accounting standards. We present the notes to our condensed consolidated financial statements on the basis of continuing operations, unless otherwise stated.
Unless the context otherwise indicates, "we," "us" and "our" mean BWXT and its consolidated subsidiaries.
Reportable Segments
We operate in three reportable segments: Nuclear Operations Group, Nuclear Power Group and Nuclear Services Group. Our reportable segments are further described as follows:
Our Nuclear Operations Group segment manufactures naval nuclear reactors for the U.S. Naval Nuclear Propulsion Program for use in submarines and aircraft carriers. Through this segment, we own and operate manufacturing facilities located in Lynchburg, Virginia; Barberton, Ohio; Mount Vernon, Indiana; Euclid, Ohio; and Erwin, Tennessee. The Lynchburg operations fabricate fuel-bearing precision components that range in weight from a few grams to hundreds of tons. In-house capabilities also include wet chemistry uranium processing, advanced heat treatment to optimize component material properties and a controlled, clean-room environment with the capacity to assemble railcar-size components. The Barberton and Mount Vernon locations specialize in the design and manufacture of heavy components inclusive of development and fabrication activities for submarine missile launch tubes. The Euclid facility fabricates electro-mechanical equipment and performs design, manufacturing, inspection, assembly and testing activities. Fuel for the naval nuclear reactors is provided by Nuclear Fuel Services, Inc. ("NFS"), one of our wholly owned subsidiaries. Located in Erwin, NFS also downblends Cold War-era government stockpiles of high-enriched uranium into material suitable for further processing into commercial nuclear reactor fuel.
Our Nuclear Power Group segment fabricates commercial nuclear steam generators, nuclear fuel, fuel handling systems, pressure vessels, reactor components, heat exchangers, tooling delivery systems and other auxiliary equipment, including containers for the storage of spent nuclear fuel and other high-level waste, for nuclear utility customers. BWXT has supplied the nuclear industry with more than 1,300 large, heavy components worldwide and is the only commercial heavy nuclear component manufacturer in North America. This segment also provides specialized engineering services that include structural component design, 3-D thermal-hydraulic engineering analysis, weld and robotic process development, electrical and controls engineering and metallurgy and materials engineering. In addition, this segment offers in-plant inspection, maintenance and modification services for nuclear steam generators, heat exchangers, reactors, fuel handling systems and balance of plant equipment, as well as specialized non-destructive examination and tooling/repair solutions. This segment is also a leading global manufacturer and supplier of critical medical radioisotopes and radiopharmaceuticals for research, diagnostic and therapeutic uses. See Note 2 for information about a 2018 acquisition related to this segment.
Our Nuclear Services Group segment provides various services to the U.S. Government and the commercial nuclear industry. Services provided to the U.S. Government include nuclear materials management and operation, environmental management and administrative and operating services for various U.S. Government-owned facilities. These services are provided to the U.S. Department of Energy ("DOE"), including the National Nuclear Security Administration ("NNSA"), the Office of Nuclear Energy, the Office of Science and the Office of Environmental

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Management, and NASA. Through this segment we deliver services and management solutions to nuclear and high-consequence operations. A significant portion of this segment's operations are conducted through joint ventures.
Our Nuclear Services Group segment is also engaged in inspection and maintenance services for the commercial nuclear industry primarily in the U.S. These services include steam generator, heat exchanger and balance of plant inspection and servicing as well as high pressure water lancing, non-destructive examination and the development of customized tooling solutions. This segment also offers complete advanced nuclear fuel and reactor design and engineering, licensing and manufacturing services for new advanced nuclear reactors and other nuclear technologies.
See Note 8 for financial information about our segments. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. For further information, refer to the consolidated financial statements and notes included in our 2018 10-K.
Recently Adopted Accounting Standards
On January 1, 2019, we adopted the update to the Financial Accounting Standards Board ("FASB") Topic Leases. This update requires that a lessee recognize on its balance sheets the assets and liabilities for all leases with lease terms of more than 12 months, along with additional qualitative and quantitative disclosures. We adopted this update using the modified retrospective method, which resulted in the recognition of right-of use assets totaling $45.1 million and lease liabilities totaling $11.9 million. The difference between the right-of-use assets and lease liabilities of $33.2 million was primarily the result of reclassifications from Intangible Assets of favorable leases related to recent acquisitions. In addition, we elected the package of practical expedients permitted under the transition guidance, which allowed us to carry forward our historical lease classifications, among other things. The adoption of the provisions in this update did not have an impact on our condensed consolidated statements of income or cash flows.
Contracts and Revenue Recognition
We generally recognize contract revenues and related costs over time for individual performance obligations based on a cost-to-cost method in accordance with FASB Topic Revenue from Contracts with Customers. We recognize estimated contract revenue and resulting income based on the measurement of the extent of progress toward completion as a percentage of the total project. Certain costs may be excluded from the cost-to-cost method of measuring progress, such as significant costs for uninstalled materials, if such costs do not depict our performance in transferring control of goods or services to the customer. We review contract price and cost estimates periodically as the work progresses and reflect adjustments proportionate to the percentage-of-completion in income in the period when those estimates are revised. Certain of our contracts recognize revenue at a point in time, and revenue on these contracts is recognized when control transfers to the customer. The majority of our revenue that is recognized at a point in time is related to parts and certain medical radioisotopes and radiopharmaceuticals in our Nuclear Power Group segment. For all contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected loss is recognized in full when determined.
On January 1, 2019, certain of our joint ventures within our Nuclear Services Group segment adopted the provisions of FASB Topic Revenue from Contracts with Customers. This resulted in a decrease to Investments in Unconsolidated Affiliates of $1.1 million with an offsetting decrease to Retained earnings on our condensed consolidated balance sheet.
Provision for Income Taxes
We are subject to federal income tax in the U.S. and Canada as well as income tax within multiple U.S. state jurisdictions. We provide for income taxes based on the enacted tax laws and rates in the jurisdictions in which we conduct our operations. These jurisdictions may have regimes of taxation that vary with respect to nominal rates and with respect to the basis on which these rates are applied. This variation, along with the changes in our mix of income within these jurisdictions, can contribute to shifts in our effective tax rate from period to period.
Our effective tax rate for the three months ended September 30, 2019 was 20.6% as compared to 7.7% for the three months ended September 30, 2018. Our effective tax rate for the nine months ended September 30, 2019 was 22.1% as compared to 17.5% for the nine months ended September 30, 2018. The effective tax rate for the three months ended September 30, 2019 was lower than the U.S. corporate income tax rate of 21% primarily due to state tax planning initiatives finalized in the quarter. The effective tax rate for the nine months ended September 30, 2019 was higher than the U.S. corporate income tax rate of 21% primarily due to state income taxes within the U.S. and the unfavorable rate differential associated with our Canadian earnings. Our effective tax rates for the nine months ended September 30, 2019 and 2018 were favorably impacted by benefits recognized for excess tax benefits related to employee share-based payments of $2.0 million and

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$2.7 million, respectively. In addition, our effective tax rates for the three and nine months ended September 30, 2018 were favorably impacted due to remeasurement adjustments to our deferred tax assets as a result of accelerating additional contributions made in August 2018 to certain of our domestic pension plans for inclusion in our 2017 U.S. tax return.
As of September 30, 2019, we had gross unrecognized tax benefits of $2.6 million (exclusive of interest and federal and state benefits), $2.1 million of which would reduce our effective tax rate if recognized.
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
At September 30, 2019, we had restricted cash and cash equivalents totaling $6.4 million, $2.8 million of which was held for future decommissioning of facilities (which is included in Other Assets on our condensed consolidated balance sheets) and $3.5 million of which was held to meet reinsurance reserve requirements of our captive insurer.
The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents on our condensed consolidated balance sheets to the totals presented on our condensed consolidated statement of cash flows:
 
 
September 30,
2019
 
December 31,
2018
 
 
(In thousands)
Cash and cash equivalents
 
$
13,641

 
$
29,871

Restricted cash and cash equivalents
 
3,524

 
3,834

Restricted cash and cash equivalents included in Other Assets
 
2,844

 
2,703

Total cash and cash equivalents and restricted cash and cash equivalents as presented on our condensed consolidated statement of cash flows
 
$
20,009

 
$
36,408


Inventories
At September 30, 2019 and December 31, 2018, Other current assets included inventories totaling $17.8 million and $16.0 million, respectively, consisting entirely of raw materials and supplies.
Leases
We lease certain manufacturing facilities, office space and equipment under operating leases with terms of one to 20 years. Certain of the leases include options to renew for periods of one to 10 years. We include lease options in our determination of the right-of-use asset and lease liability if it is reasonably certain that we will exercise one or more of the options. Leases with initial terms of 12 months or less are excluded from our right-of-use assets and lease liabilities. Our right-of-use assets are included in Other Assets on our condensed consolidated balance sheet. Our current lease liabilities are included in Accrued liabilities – other, and our noncurrent lease liabilities are included in Other Liabilities on our condensed consolidated balance sheet. We use discount rates based on our incremental borrowing rate as most of our leases do not provide an implicit rate that can be readily determined.
During the three and nine months ended September 30, 2019, we recognized lease expense of $2.1 million and $6.4 million and paid cash of $1.8 million and $5.3 million for our operating leases, respectively. At September 30, 2019, our weighted-average remaining lease term was 3.9 years, and for the purpose of measuring the present value of our lease liabilities, the weighted-average discount rate was 4.97%. The maturities of our lease liabilities at September 30, 2019 were as follows (amounts in thousands):
2019
 
$
1,785

2020
 
3,239

2021
 
2,176

2022
 
1,341

2023
 
606

2024
 
170

Thereafter
 
1,107

Total lease payments
 
$
10,424

Less: interest
 
(1,044
)
Present value of lease liabilities (1)
 
$
9,380


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(1)
Includes current lease liabilities of $4.2 million.
At September 30, 2019, our right-of-use assets totaled $42.3 million. The difference between the right-of-use assets and lease liabilities was primarily the result of our adoption of the update to the FASB Topic Leases on January 1, 2019, which resulted in reclassifications from Intangible Assets of favorable leases related to recent acquisitions.
Future minimum payments required under operating leases that have initial or remaining noncancellable lease terms in excess of one year at December 31, 2018 were as follows (amounts in thousands):
2019
 
$
5,650

2020
 
$
2,655

2021
 
$
1,969

2022
 
$
1,216

2023
 
$
511

Thereafter
 
$
1,231


Accumulated Other Comprehensive Income
The components of Accumulated other comprehensive income included in Stockholders' Equity are as follows:
 
 
September 30,
2019
 
December 31,
2018
 
 
(In thousands)
Currency translation adjustments
 
$
6,209

 
$
3,506

Net unrealized gain (loss) on derivative financial instruments
 
(571
)
 
685

Unrecognized prior service cost on benefit obligations
 
(12,872
)
 
(14,395
)
Net unrealized loss on available-for-sale investments
 
(88
)
 
(85
)
Accumulated other comprehensive income
 
$
(7,322
)
 
$
(10,289
)

Upon adopting the FASB update to the Topic Derivatives, we reclassified $0.1 million from Retained earnings to Accumulated other comprehensive income on January 1, 2019.
The amounts reclassified out of Accumulated other comprehensive income by component and the affected condensed consolidated statements of income line items are as follows:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
 
 
2019
 
2018
 
2019
 
2018
 
 
Accumulated Other Comprehensive Income (Loss) Component Recognized
 
(In thousands)
 
Line Item Presented
Realized gain (loss) on derivative financial instruments
 
$
(130
)
 
$
(86
)
 
$
(78
)
 
$
(90
)
 
Revenues
 
 
228

 
119

 
93

 
147

 
Cost of operations
 
 
98

 
33

 
15

 
57

 
Total before tax
 
 
(26
)
 
(7
)
 
(5
)
 
(16
)
 
Provision for Income Taxes
 
 
$
72

 
$
26

 
$
10

 
$
41

 
Net Income
Amortization of prior service cost on benefit obligations
 
$
(649
)
 
$
(438
)
 
$
(1,944
)
 
$
(1,431
)
 
Other – net
 
 
130

 
78

 
421

 
286

 
Provision for Income Taxes
 
 
$
(519
)
 
$
(360
)
 
$
(1,523
)
 
$
(1,145
)
 
Net Income
Realized loss on investments
 
$

 
$
(354
)
 
$

 
$
(354
)
 
Other – net
 
 

 
(25
)
 

 
(25
)
 
Provision for Income Taxes
 
 
$

 
$
(379
)
 
$

 
$
(379
)
 
Net Income
Total reclassification for the period
 
$
(447
)
 
$
(713
)
 
$
(1,513
)
 
$
(1,483
)
 
 


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Derivative Financial Instruments
Our operations give rise to exposure to market risks from changes in foreign currency exchange ("FX") rates. We use derivative financial instruments, primarily FX forward contracts, to reduce the impact of changes in FX rates on our operating results. We use these instruments to hedge our exposure associated with revenues or costs on our long-term contracts and other transactions that are denominated in currencies other than our operating entities' functional currencies. We do not hold or issue derivative financial instruments for trading or other speculative purposes.
We enter into derivative financial instruments primarily as hedges of certain firm purchase and sale commitments denominated in foreign currencies. We record these contracts at fair value on our condensed consolidated balance sheets. Based on the hedge designation at the inception of the contract, the related gains and losses on these contracts are deferred in stockholders' equity as a component of Accumulated other comprehensive income until the hedged item is recognized in earnings. The gain or loss on a derivative instrument not designated as a hedging instrument is immediately recognized in earnings. Gains and losses on derivative financial instruments that require immediate recognition are included as a component of Other – net on our condensed consolidated statements of income.
We have designated the majority of our FX forward contracts that qualify for hedge accounting as cash flow hedges. The hedged risk is the risk of changes in functional-currency-equivalent cash flows attributable to changes in FX spot rates of forecasted transactions primarily related to long-term contracts. We exclude from our assessment of effectiveness the portion of the fair value of the FX forward contracts attributable to the difference between FX spot rates and FX forward rates. At September 30, 2019, we had deferred approximately $0.6 million of net losses on these derivative financial instruments. Assuming market conditions continue, we expect to recognize the majority of this amount in the next 12 months.
At September 30, 2019, our derivative financial instruments consisted of FX forward contracts with a total notional value of $62.7 million with maturities extending to December 2021. These instruments consist primarily of FX forward contracts to purchase or sell Canadian dollars and Euros. We are exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments. We attempt to mitigate this risk by using major financial institutions with high credit ratings. Our counterparties to derivative financial instruments have the benefit of the same collateral arrangements and covenants as described under our credit facility.
NOTE 2 – ACQUISITIONS
Acquisition of Sotera Health LLC's Nordion Medical Isotope Business
On July 30, 2018, our subsidiary BWXT ITG Canada, Inc. acquired Sotera Health's Nordion medical isotope business (the "MI business") for $213.0 million. The MI business is a leading global manufacturer and supplier of critical medical radioisotopes and radiopharmaceuticals for research, diagnostic and therapeutic uses. Its customers include radiopharmaceutical companies, hospitals and radiopharmacies. Its primary operations are located in Kanata, Ontario, Canada and Vancouver, British Columbia, Canada. This acquisition added approximately 150 highly trained and experienced personnel, two specialized production centers and a uniquely licensed infrastructure. In addition to the growing portfolio of radioisotope products we acquired, the MI business will be the platform from which we plan to launch our Molybdenum-99 product line and a number of future radioisotope-based imaging, diagnostic and therapeutic products. This business is reported as part of our Nuclear Power Group segment.

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The purchase price of the acquisition has been allocated among assets acquired and liabilities assumed at fair value, with the excess purchase price recorded as goodwill. Our purchase price allocation is as follows (amounts in thousands):
Accounts receivable – trade
 
$
7,732

Contracts in progress
 
51

Inventories
 
2,113

Other current assets
 
97

Property, plant and equipment
 
12,948

Goodwill
 
62,495

Deferred Income Taxes
 
3,006

Intangible assets
 
139,257

Total assets acquired
 
$
227,699

Accounts payable
 
$
654

Accrued employee benefits
 
579

Accrued liabilities – other
 
1,665

Environmental liabilities
 
2,062

Pension liability
 
9,746

Total liabilities assumed
 
$
14,706

Net assets acquired
 
$
212,993

Amount of tax deductible goodwill
 
$
53,693


The intangible assets included above consist of the following (dollar amounts in thousands):
 
 
Amount
 
Amortization Period
Technical support agreement
 
$
67,500

 
23 years
Unpatented technology
 
$
33,000

 
23 years
Favorable operating leases
 
$
28,157

 
13-30 years
Customer relationship
 
$
10,600

 
23 years

The following unaudited pro forma financial information presents our results of operations for the three and nine months ended September 30, 2018 as if the acquisition of the MI business had occurred on January 1, 2017. The unaudited pro forma financial information below is not intended to represent or be indicative of our actual consolidated results had we completed the acquisition at January 1, 2017. This information is presented for comparative purposes only and should not be taken as representative of our future consolidated results of operations.
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2018
 
September 30, 2018
 
 
(In thousands, except per share amounts)
Revenues
 
$
429,558

 
$
1,347,031

Net Income Attributable to BWX Technologies, Inc.
 
$
79,141

 
$
206,435

Basic Earnings per Common Share
 
$
0.80

 
$
2.07

Diluted Earnings per Common Share
 
$
0.79

 
$
2.05


The unaudited pro forma results include the following pre-tax adjustments to the historical results presented above:
Increase in amortization expense related to timing of amortization of the fair value of identifiable intangible assets acquired of approximately $0.5 million and $3.7 million for the three and nine months ended September 30, 2018, respectively.
Additional interest expense associated with the incremental borrowings that would have been incurred to acquire the MI business as of January 1, 2017 of approximately $2.4 million for the nine months ended September 30, 2018.
Elimination of $0.9 million and $2.5 million in acquisition related costs recognized in the three and nine months ended September 30, 2018, respectively, that are not expected to be recurring.

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NOTE 3 – REVENUE RECOGNITION
Disaggregated Revenues
Revenues by geographical area and customer type were as follows:
 
 
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
 
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
 
(In thousands)
United States:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Government
 
$
376,243

 
$

 
$
28,767

 
$
405,010

 
$
1,016,594

 
$

 
$
82,041

 
$
1,098,635

Non-Government
 
16,407

 
10,130

 
3,781

 
30,318

 
36,357

 
28,265

 
8,922

 
73,544

 
 
$
392,650

 
$
10,130

 
$
32,548

 
$
435,328

 
$
1,052,951

 
$
28,265

 
$
90,963

 
$
1,172,179

Canada:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Government
 
$

 
$
69,138

 
$
689

 
$
69,827

 
$

 
$
203,909

 
$
1,197

 
$
205,106

Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Government
 
$
1,834

 
$
5,108

 
$

 
$
6,942

 
$
4,686

 
$
23,240

 
$

 
$
27,926

Segment Revenues
 
$
394,484

 
$
84,376

 
$
33,237

 
512,097

 
$
1,057,637

 
$
255,414

 
$
92,160

 
1,405,211

Adjustments and Eliminations
 
 
 
 
 
 
 
(6,097
)
 
 
 
 
 
 
 
(11,526
)
Revenues
 
 
 
 
 
 
 
$
506,000

 
 
 
 
 
 
 
$
1,393,685

 
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
 
(In thousands)
United States:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Government
 
$
315,744

 
$

 
$
27,120

 
$
342,864

 
$
960,271

 
$

 
$
81,175

 
$
1,041,446

Non-Government
 
2,066

 
3,890

 
536

 
6,492

 
5,915

 
4,477

 
7,623

 
18,015

 
 
$
317,810

 
$
3,890

 
$
27,656

 
$
349,356

 
$
966,186

 
$
4,477

 
$
88,798

 
$
1,059,461

Canada:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Government
 
$
358

 
$

 
$

 
$
358

 
$
358

 
$

 
$

 
$
358

Non-Government
 
161

 
65,234

 
611

 
66,006

 
161

 
212,302

 
2,096

 
214,559

 
 
$
519

 
$
65,234

 
$
611

 
$
66,364

 
$
519

 
$
212,302

 
$
2,096

 
$
214,917

Other:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Government
 
$
996

 
$
10,038

 
$
99

 
$
11,133

 
$
1,391

 
$
50,896

 
$
101

 
$
52,388

Segment Revenues
 
$
319,325

 
$
79,162

 
$
28,366

 
426,853

 
$
968,096

 
$
267,675

 
$
90,995

 
1,326,766

Adjustments and Eliminations
 
 
 
 
 
 
 
(1,346
)
 
 
 
 
 
 
 
(4,875
)
Revenues
 
 
 
 
 
 
 
$
425,507

 
 
 
 
 
 
 
$
1,321,891


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Revenues by timing of transfer of goods or services were as follows:
 
 
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
 
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
 
(In thousands)
Over time
 
$
394,407

 
$
74,582

 
$
33,237

 
$
502,226

 
$
1,057,434

 
$
218,036

 
$
92,160

 
$
1,367,630

Point-in-time
 
77

 
9,794

 

 
9,871

 
203

 
37,378

 

 
37,581

Segment Revenues
 
$
394,484

 
$
84,376

 
$
33,237

 
512,097

 
$
1,057,637

 
$
255,414

 
$
92,160

 
1,405,211

Adjustments and Eliminations
 
 
 
 
 
 
 
(6,097
)
 
 
 
 
 
 
 
(11,526
)
Revenues
 
 
 
 
 
 
 
$
506,000

 
 
 
 
 
 
 
$
1,393,685

 
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
 
(In thousands)
Over time
 
$
319,325

 
$
66,219

 
$
28,366

 
$
413,910

 
$
968,096

 
$
240,652

 
$
90,995

 
$
1,299,743

Point-in-time
 

 
12,943

 

 
12,943

 

 
27,023

 

 
27,023

Segment Revenues
 
$
319,325

 
$
79,162

 
$
28,366

 
426,853

 
$
968,096

 
$
267,675

 
$
90,995

 
1,326,766

Adjustments and Eliminations
 
 
 
 
 
 
 
(1,346
)
 
 
 
 
 
 
 
(4,875
)
Revenues
 
 
 
 
 
 
 
$
425,507

 
 
 
 
 
 
 
$
1,321,891

Revenues by contract type were as follows:
 
 
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
 
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
 
(In thousands)
Fixed-Price Incentive Fee
 
$
302,181

 
$
497

 
$

 
$
302,678

 
$
846,823

 
$
2,078

 
$

 
$
848,901

Firm-Fixed-Price
 
72,820

 
64,758

 
5,806

 
143,384

 
148,860

 
203,961

 
15,878

 
368,699

Cost-Plus Fee
 
19,483

 
591

 
26,830

 
46,904

 
61,622

 
599

 
75,145

 
137,366

Time-and-Materials
 

 
18,530

 
601

 
19,131

 
332

 
48,776

 
1,137

 
50,245

Segment Revenues
 
$
394,484

 
$
84,376

 
$
33,237

 
512,097

 
$
1,057,637

 
$
255,414

 
$
92,160

 
1,405,211

Adjustments and Eliminations
 
 
 
 
 
 
 
(6,097
)
 
 
 
 
 
 
 
(11,526
)
Revenues
 
 
 
 
 
 
 
$
506,000

 
 
 
 
 
 
 
$
1,393,685

 
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
Nuclear
Operations
Group
 
Nuclear
Power
Group
 
Nuclear
Services
Group
 
Total
 
 
(In thousands)
Fixed-Price Incentive Fee
 
$
255,944

 
$
3,748

 
$

 
$
259,692

 
$
763,334

 
$
13,365

 
$

 
$
776,699

Firm-Fixed-Price
 
38,262

 
58,451

 
4,393

 
101,106

 
137,792

 
177,035

 
15,435

 
330,262

Cost-Plus Fee
 
25,117

 

 
23,496

 
48,613

 
66,800

 
45

 
73,535

 
140,380

Time-and-Materials
 
2

 
16,963

 
477

 
17,442

 
170

 
77,230

 
2,025

 
79,425

Segment Revenues
 
$
319,325

 
$
79,162

 
$
28,366

 
426,853

 
$
968,096

 
$
267,675

 
$
90,995

 
1,326,766

Adjustments and Eliminations
 
 
 
 
 
 
 
(1,346
)
 
 
 
 
 
 
 
(4,875
)
Revenues
 
 
 
 
 
 
 
$
425,507

 
 
 
 
 
 
 
$
1,321,891



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Performance Obligations
As we progress on our contracts and the underlying performance obligations for which we recognize revenue over time, we refine our estimates of variable consideration and total estimated costs at completion, which impact the overall profitability on our contracts and performance obligations. Changes in these estimates result in the recognition of cumulative catch-up adjustments that impact our revenues and/or costs of contracts. During the three months ended September 30, 2019 and 2018, we recognized net favorable changes in estimates that resulted in increases in revenues of $26.5 million and $8.9 million, respectively. During the nine months ended September 30, 2019 and 2018, we recognized net favorable changes in estimates that resulted in increases in revenues of $47.9 million and $23.4 million, respectively. In addition, during the three and nine months ended September 30, 2018, we recognized increases in cost of operations of $12.3 million. Included in these 2018 amounts are contract adjustments resulting from rework issues related to the manufacture of non-nuclear components being produced within our Nuclear Operations Group segment. We recognized decreases in operating income of $26.7 million and $29.2 million for the three and nine months ended September 30, 2018, respectively, related to this matter. These contract adjustments resulted in a decrease in earnings per share of $0.21 and $0.23 for the three and nine months ended September 30, 2018, respectively.
Contract Assets and Liabilities
We include revenues and related costs incurred, plus accumulated contract costs that exceed amounts invoiced to customers under the terms of the contracts, in Contracts in progress. We include in Advance billings on contracts billings that exceed accumulated contract costs and revenues and costs recognized over time. Amounts that are withheld on our fixed-price incentive fee contracts are classified within Retainages. Certain of these amounts require conditions other than the passage of time to be achieved, with the remaining amounts only requiring the passage of time. Most long-term contracts contain provisions for progress payments. Our unbilled receivables do not contain an allowance for credit losses as we expect to invoice customers and collect all amounts for unbilled revenues. Changes in Contracts in progress and Advance billings on contracts are primarily driven by differences in the timing of revenue recognition and billings to our customers. During the nine months ended September 30, 2019, our unbilled receivables increased $80.0 million and our Advance billings on contracts decreased $32.0 million, primarily as a result of revenue in excess of billings on certain fixed-price incentive fee contracts within our Nuclear Operations Group segment and the timing of milestone billings in our Nuclear Power Group segment. Our fixed-price incentive fee contracts for our Nuclear Operations Group segment include provisions that result in an increase in retainages on contracts during the first and third quarters of the year, with larger payments made during the second and fourth quarters. Retainages also vary as a result of timing differences between incurring costs and achieving milestones that allow us to recover these amounts.
 
 
September 30,
 
December 31,
 
 
2019
 
2018
 
 
(In thousands)
Included in Contracts in progress:
 
 
 
 
Unbilled receivables
 
$
388,739

 
$
308,723

Retainages
 
$
70,294

 
$
57,885

Included in Other Assets:
 
 
 
 
Retainages
 
$
1,606

 
$
1,674

Advance billings on contracts
 
$
66,526

 
$
98,477


During the three and nine months ended September 30, 2019, we recognized $7.0 million and $57.5 million of revenues that were in Advance billings on contracts at December 31, 2018, respectively. During the three and nine months ended September 30, 2018, we recognized $4.3 million and $49.0 million of revenues that were in Advance billings on contracts at January 1, 2018, respectively.

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Remaining Performance Obligations
Remaining performance obligations represent the dollar amount of revenue we expect to recognize in the future from performance obligations on contracts previously awarded and in progress. Of the September 30, 2019 remaining performance obligations on our contracts with customers, we expect to recognize revenues as follows:
 
 
2019
 
2020
 
Thereafter
 
Total
 
 
(In approximate millions)
Nuclear Operations Group
 
$
357

 
$
1,065

 
$
2,023

 
$
3,445

Nuclear Power Group
 
96

 
200

 
433

 
729

Nuclear Services Group
 
21

 
12

 
13

 
46

Total Remaining Performance Obligations
 
$
474

 
$
1,277

 
$
2,469

 
$
4,220

NOTE 4 – PENSION PLANS AND POSTRETIREMENT BENEFITS
We record the service cost component of net periodic benefit cost within Operating income on our condensed consolidated statements of income. For the three months ended September 30, 2019 and 2018, these amounts were $2.1 million and $2.5 million, respectively. For the nine months ended September 30, 2019 and 2018, these amounts were $7.3 million and $7.7 million, respectively. All other components of net periodic benefit cost are included in Other – net within the condensed consolidated statements of income. For the three months ended September 30, 2019 and 2018, these amounts were $(5.3) million and $(42.4) million, respectively. For the nine months ended September 30, 2019 and 2018, these amounts were $(15.8) million and $(60.1) million, respectively. Components of net periodic benefit cost included in net income were as follows:
 
 
Pension Benefits
 
Other Benefits
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
 
(In thousands)
Service cost
 
$
1,914

 
$
2,380

 
$
6,839

 
$
7,198

 
$
145

 
$
132

 
$
434

 
$
459

Interest cost
 
11,567

 
11,575

 
34,722

 
36,225

 
586

 
504

 
1,756

 
1,404

Expected return on plan assets
 
(17,490
)
 
(19,272
)
 
(52,344
)
 
(62,450
)
 
(627
)
 
(548
)
 
(1,882
)
 
(1,581
)
Amortization of prior service cost (credit)
 
727

 
565

 
2,177

 
1,665

 
(78
)
 
(127
)
 
(233
)
 
(234
)
Recognized net actuarial gain
 

 
(35,130
)
 

 
(35,130
)
 

 

 

 

Net periodic benefit (income) cost
 
$
(3,282
)
 
$
(39,882
)
 
$
(8,606
)
 
$
(52,492
)
 
$
26

 
$
(39
)
 
$
75

 
$
48


We immediately recognize net actuarial gains and losses for our pension and postretirement benefit plans in earnings as a component of net periodic benefit cost. In July 2018, we completed the purchase of a group annuity contract to transfer certain domestic pension benefit obligations of approximately $240 million to an insurance company for approximately 1,300 retirees. As a result, we remeasured two of our domestic pension plans resulting in the recognition of a net actuarial gain of $35.1 million in Other – net within the condensed consolidated statements of income, which includes a $10.4 million settlement loss and a $45.5 million actuarial gain.
We made contributions to our pension and postretirement plans totaling $157.9 million during the nine months ended September 30, 2018. In August 2018, we accelerated $118.1 million of pension contributions to certain domestic pension plans in order to capture a tax benefit in our 2017 U.S. tax return due to the change in corporate tax rates.
NOTE 5 – COMMITMENTS AND CONTINGENCIES
There were no material contingencies during the period covered by this Form 10-Q. For more information regarding commitments and contingencies, refer to Note 10 to the consolidated financial statements in Part II of our 2018 10-K.

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NOTE 6 – FAIR VALUE MEASUREMENTS
Investments
The following is a summary of our investments measured at fair value at September 30, 2019:
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(In thousands)
Equity securities
 
 
 
 
 
 
 
 
Equities
 
$
2,511

 
$

 
$
2,511

 
$

Mutual funds
 
5,316

 

 
5,316

 

Available-for-sale securities
 
 
 
 
 
 
 
 
U.S. Government and agency securities
 
1,991

 
1,991

 

 

Corporate bonds
 
3,050

 
1,423

 
1,627

 

Asset-backed securities and collateralized mortgage obligations
 
83

 

 
83

 

Total
 
$
12,951

 
$
3,414

 
$
9,537

 
$

The following is a summary of our investments measured at fair value at December 31, 2018:
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(In thousands)
Equity securities
 
 
 
 
 
 
 
 
Equities
 
$
1,163

 
$

 
$
1,163

 
$

Mutual funds
 
4,694

 

 
4,694

 

Available-for-sale securities
 
 
 
 
 
 
 
 
U.S. Government and agency securities
 
2,227

 
2,227

 

 

Corporate bonds
 
2,803

 
1,433

 
1,370

 

Asset-backed securities and collateralized mortgage obligations
 
92

 

 
92

 

Total
 
$
10,979

 
$
3,660

 
$
7,319

 
$


We estimate the fair value of investments based on quoted market prices. For investments for which there are no quoted market prices, we derive fair values from available yield curves for investments of similar quality and terms.
Derivatives
Level 2 derivative assets and liabilities currently consist of FX forward contracts. Where applicable, the value of these derivative assets and liabilities is computed by discounting the projected future cash flow amounts to present value using market-based observable inputs, including FX forward and spot rates, interest rates and counterparty performance risk adjustments. At September 30, 2019 and December 31, 2018, we had forward contracts outstanding to purchase or sell foreign currencies, primarily Canadian dollars and Euros, with a total fair value of $(1.3) million and $0.7 million, respectively.
Other Financial Instruments
We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments, as follows:
Cash and cash equivalents and restricted cash and cash equivalents. The carrying amounts that we have reported in the accompanying condensed consolidated balance sheets for Cash and cash equivalents and Restricted cash and cash equivalents approximate their fair values due to their highly liquid nature.
Long-term and short-term debt. We base the fair values of debt instruments, including our 5.375% senior notes due 2026 (the "Senior Notes"), on quoted market prices. Where quoted prices are not available, we base the fair values on the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. At September 30, 2019 and December 31, 2018, the fair value of our

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Senior Notes was $421.0 million and $384.9 million, respectively. The fair value of our remaining debt instruments approximated their carrying values at September 30, 2019 and December 31, 2018.
NOTE 7 – STOCK-BASED COMPENSATION
Stock-based compensation recognized for all of our plans for the three months ended September 30, 2019 and 2018 totaled $3.1 million and $2.8 million, respectively, with associated tax benefit totaling $0.5 million and $0.5 million, respectively. Stock-based compensation recognized for all of our plans for the nine months ended September 30, 2019 and 2018 totaled $10.9 million and $9.1 million, respectively, with associated tax benefit totaling $1.9 million and $1.7 million, respectively.
NOTE 8 – SEGMENT REPORTING
As described in Note 1, our operations are assessed based on three reportable segments. An analysis of our operations by reportable segment is as follows:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
 
 
(In thousands)
REVENUES:
 
 
 
 
 
 
 
 
Nuclear Operations Group
 
$
394,484

 
$
319,325

 
$
1,057,637

 
$
968,096

Nuclear Power Group
 
84,376

 
79,162

 
255,414

 
267,675

Nuclear Services Group
 
33,237

 
28,366

 
92,160

 
90,995

Adjustments and Eliminations (1)
 
(6,097
)
 
(1,346
)
 
(11,526
)
 
(4,875
)
 
 
$
506,000

 
$
425,507

 
$
1,393,685

 
$
1,321,891

(1)
Segment revenues are net of the following intersegment transfers and other adjustments:
Nuclear Operations Group Transfers
 
$
(1,260
)
 
$
(978
)
 
$
(3,164
)
 
$
(2,958
)
Nuclear Power Group Transfers
 
(73
)
 
(95
)
 
(146
)
 
(104
)
Nuclear Services Group Transfers
 
(4,764
)
 
(273
)
 
(8,216
)
 
(1,813
)
 
 
$
(6,097
)
 
$
(1,346
)
 
$
(11,526
)
 
$
(4,875
)
OPERATING INCOME:
 
 
 
 
 
 
 
 
Nuclear Operations Group
 
$
93,667

 
$
45,580

 
$
226,518

 
$
180,283

Nuclear Power Group
 
8,967

 
9,063

 
36,433

 
38,637

Nuclear Services Group
 
5,516

 
6,494

 
8,577

 
11,182

Other
 
(6,948
)
 
(5,142
)
 
(19,788
)
 
(13,542
)
 
 
$
101,202

 
$
55,995

 
$
251,740

 
$
216,560

Unallocated Corporate (2)
 
(2,740
)
 
(5,600
)
 
(9,099
)
 
(14,728
)
Total Operating Income
 
$
98,462

 
$
50,395

 
$
242,641

 
$
201,832

Other Income (Expense):
 
 
 
 
 
 
 
 
Interest income
 
232

 
1,121

 
784

 
2,340

Interest expense
 
(8,858
)
 
(7,925
)
 
(27,103
)
 
(19,354
)
Other – net
 
4,670

 
40,968

 
18,795

 
63,984

Total Other Income (Expense)
 
(3,956
)
 
34,164

 
(7,524
)
 
46,970

Income before Provision for Income Taxes
 
$
94,506

 
$
84,559

 
$
235,117

 
$
248,802


(2)
Unallocated corporate includes general corporate overhead not allocated to segments.

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NOTE 9 – EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2019
 
2018
 
2019
 
2018
 
 
(In thousands, except share and per share amounts)
Basic:
 
 
 
 
 
 
 
 
Net Income Attributable to BWX Technologies, Inc.
 
$
74,810

 
$
77,919

 
$
182,666

 
$
205,023

Weighted-average common shares
 
95,420,626

 
99,421,031

 
95,344,349

 
99,542,933

Basic earnings per common share
 
$
0.78

 
$
0.78

 
$
1.92

 
$
2.06

Diluted:
 
 
 
 
 
 
 
 
Net Income Attributable to BWX Technologies, Inc.
 
$
74,810

 
$
77,919

 
$
182,666

 
$
205,023

Weighted-average common shares (basic)
 
95,420,626

 
99,421,031

 
95,344,349

 
99,542,933

Effect of dilutive securities:
 
 
 
 
 
 
 
 
Stock options, restricted stock units and performance shares (1)
 
390,572

 
999,735

 
425,570

 
958,664

Adjusted weighted-average common shares
 
95,811,198

 
100,420,766

 
95,769,919

 
100,501,597

Diluted earnings per common share
 
$
0.78

 
$
0.78

 
$
1.91

 
$
2.04

(1)
At September 30, 2019 and 2018, none of our shares were antidilutive.

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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The following information should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included under Item 1 of this quarterly report on Form 10-Q ("Report") and the audited consolidated financial statements and the related notes and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the year ended December 31, 2018 (our "2018 10-K").
In this Report, unless the context otherwise indicates, "we," "us" and "our" mean BWX Technologies, Inc. ("BWXT" or the "Company") and its consolidated subsidiaries.
From time to time, our management or persons acting on our behalf make forward-looking statements to inform existing and potential security holders about our Company. Forward-looking statements include those statements that express a belief, expectation or intention, as well as those that are not statements of historical fact, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements and assumptions regarding expectations and projections of specific projects, our future backlog, revenues, income and capital spending, strategic investments, acquisitions or divestitures, return of capital activities or margin improvement initiatives are examples of forward-looking statements. Forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "plan," "seek," "goal," "could," "intend," "may," "should" or other words that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a forward-looking statement and refer to this cautionary statement.
We have based our forward-looking statements on information currently available to us and our current expectations, estimates and projections about our industries and our Company. We caution that these statements are not guarantees of future performance and you should not rely unduly on them as they involve risks, uncertainties and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these statements and assumptions to be reasonable, they are inherently subject to numerous factors, including potentially the risk factors described in the section labeled Item 1A, "Risk Factors" of our 2018 10-K, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements.
We have discussed many of these factors in more detail elsewhere in this Report and in Item 1A "Risk Factors" in our 2018 10-K. These factors are not necessarily all the factors that could affect us. Unpredictable or unanticipated factors we have not discussed in this Report or in our 2018 10-K could also have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update or review any forward-looking statement or our description of important factors, whether as a result of new information, future events or otherwise, except as required by applicable laws.
GENERAL
We operate in three reportable segments: Nuclear Operations Group, Nuclear Power Group and Nuclear Services Group. In general, we operate in capital-intensive industries and rely on large contracts for a substantial amount of our revenues. We are currently exploring growth strategies across our segments to expand and complement our existing businesses. We would expect to fund these opportunities with cash generated from operations or by raising additional capital through debt, equity or some combination thereof.
Nuclear Operations Group
The revenues of our Nuclear Operations Group segment are largely a function of defense spending by the U.S. Government. Through this segment, we engineer, design and manufacture precision naval nuclear components, reactors and nuclear fuel for the DOE/NNSA's Naval Nuclear Propulsion Program. In addition, we perform development and fabrication activities for missile launch tubes for U.S. Navy submarines. As a supplier of major nuclear components for certain U.S. Government programs, this segment is a significant participant in the defense industry.
Nuclear Power Group
Through this segment, we design and manufacture commercial nuclear steam generators, heat exchangers, pressure vessels, reactor components, and other auxiliary equipment, including containers for the storage of spent nuclear fuel and other

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high-level nuclear waste. This segment is a leading supplier of nuclear fuel, fuel handling systems, tooling delivery systems and related services for CANDU nuclear power plants. This segment also provides a variety of engineering and in-plant services and is a significant supplier to nuclear power utilities undergoing major refurbishment and plant life extension projects. Additionally, this segment is a leading global manufacturer and supplier of critical medical radioisotopes and radiopharmaceuticals.
Our Nuclear Power Group segment's overall activity primarily depends on the demand and competitiveness of nuclear energy. A significant portion of our Nuclear Power Group segment's operations depend on the timing of maintenance and refueling outages, the cyclical nature of capital expenditures and major refurbishment and life extension projects, as well as the demand for nuclear fuel and fuel handling equipment primarily in the Canadian market, which could cause variability in our financial results.
Nuclear Services Group
Our Nuclear Services Group segment provides various services to the U.S. Government and the commercial nuclear industry primarily in the U.S. The revenues and equity in income of investees under our U.S. Government contracts are largely a function of spending of the U.S. Government and the performance scores we and our consortium partners earn in managing and operating high-consequence operations at U.S. nuclear weapons sites, national laboratories and manufacturing complexes. With its specialized capabilities of full life-cycle management of special materials, facilities and technologies, we believe our Nuclear Services Group segment is well-positioned to continue to participate in the continuing cleanup, operation and management of critical government-owned nuclear sites, laboratories and manufacturing complexes maintained by the DOE, NASA and other federal agencies.
This segment is also engaged in inspection and maintenance services for the commercial nuclear industry primarily in the U.S. These services include steam generator, heat exchanger and balance of plant inspection and servicing as well as high pressure water lancing, non-destructive examination and the development of customized tooling solutions. This segment also develops technology for a variety of applications, including advanced nuclear power sources, and offers complete advanced nuclear fuel and reactor design and engineering, licensing and manufacturing services for new advanced nuclear reactors.
Acquisition of Sotera Health LLC's Nordion Medical Isotope Business
On July 30, 2018, our subsidiary BWXT ITG Canada, Inc. acquired Sotera Health's Nordion medical isotope business (the "MI business"). The MI business is a leading global manufacturer and supplier of critical medical radioisotopes and radiopharmaceuticals for research, diagnostic and therapeutic uses. Its customers include radiopharmaceutical companies, hospitals and radiopharmacies. Its primary operations are located in Kanata, Ontario, Canada and Vancouver, British Columbia, Canada. This acquisition added approximately 150 highly trained and experienced personnel, two specialized production centers and a uniquely licensed infrastructure. In addition to the growing portfolio of radioisotope products we acquired, the MI business will be the platform from which we plan to launch our Molybdenum-99 product line and a number of future radioisotope-based imaging, diagnostic and therapeutic products. This business is reported as part of our Nuclear Power Group segment.
Critical Accounting Policies and Estimates
For a summary of the critical accounting policies and estimates that we use in the preparation of our unaudited condensed consolidated financial statements, see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2018 10-K. There have been no material changes to our policies during the nine months ended September 30, 2019 with the exception of changes to Financial Accounting Standards Board ("FASB") Topic Leases as described in the notes to the condensed consolidated financial statements in Part I of this Report.
Accounting for Contracts
On certain of our performance obligations, we recognize revenue over time. In accordance with FASB Topic Revenue from Contracts with Customers, we are required to estimate the total amount of costs on these performance obligations. As of September 30, 2019, we have provided for the estimated costs to complete all of our ongoing contracts. However, it is possible that current estimates could change due to unforeseen events, which could result in adjustments to overall contract revenues and costs. A principal risk on fixed-price contracts is that revenue from the customer is insufficient to cover increases in our costs. It is possible that current estimates could materially change for various reasons, including, but not limited to, fluctuations in forecasted labor productivity or steel and other raw material prices. In some instances, we guarantee completion dates related to our projects or provide performance guarantees. Increases in costs on our fixed-price contracts could have a material adverse

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impact on our consolidated results of operations, financial condition and cash flows. Alternatively, reductions in overall contract costs at completion could materially improve our consolidated results of operations, financial condition and cash flows. During the three months ended September 30, 2019 and 2018, we recognized net changes in estimates related to contracts that recognize revenue over time, which increased (decreased) operating income by approximately $24.9 million and $(3.4) million, respectively. During the nine months ended September 30, 2019 and 2018, we recognized net changes in estimates related to contracts that recognize revenue over time, which increased operating income by approximately $48.6 million and $11.1 million, respectively. Included in the 2018 amounts are contract adjustments resulting from rework issues related to the manufacture of non-nuclear components being produced within our Nuclear Operations Group segment. We recognized decreases in operating income of $26.7 million and $29.2 million for the three and nine months ended September 30, 2018, respectively, related to this matter. These contract adjustments resulted in a decrease in earnings per share of $0.21 and $0.23 for the three and nine months ended September 30, 2018, respectively.
RESULTS OF OPERATIONS – THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 VS. THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018
Selected financial highlights are presented in the table below:
 
 
Three Months Ended
September 30,
 
 
 
Nine Months Ended
September 30,
 
 
 
 
2019
 
2018
 
$ Change
 
2019
 
2018
 
$ Change
 
 
(In thousands)
REVENUES:
 
 
 
 
 
 
 
 
 
 
 
 
Nuclear Operations Group
 
$
394,484

 
$
319,325

 
$
75,159

 
$
1,057,637

 
$
968,096

 
$
89,541

Nuclear Power Group
 
84,376

 
79,162

 
5,214

 
255,414

 
267,675

 
(12,261
)
Nuclear Services Group
 
33,237

 
28,366

 
4,871

 
92,160

 
90,995

 
1,165

Adjustments and Eliminations
 
(6,097
)
 
(1,346
)
 
(4,751
)
 
(11,526
)
 
(4,875
)
 
(6,651
)
 
 
$
506,000

 
$
425,507

 
$
80,493

 
$
1,393,685

 
$
1,321,891

 
$
71,794

OPERATING INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
Nuclear Operations Group
 
$
93,667

 
$
45,580

 
$
48,087

 
$
226,518

 
$
180,283

 
$
46,235

Nuclear Power Group
 
8,967

 
9,063

 
(96
)
 
36,433

 
38,637

 
(2,204
)
Nuclear Services Group
 
5,516

 
6,494

 
(978
)
 
8,577

 
11,182

 
(2,605
)
Other
 
(6,948
)
 
(5,142
)
 
(1,806
)
 
(19,788
)
 
(13,542
)
 
(6,246
)
 
 
$
101,202

 
$
55,995

 
$
45,207

 
$
251,740

 
$
216,560

 
$
35,180

Unallocated Corporate
 
(2,740
)
 
(5,600
)
 
2,860

 
(9,099
)
 
(14,728
)
 
5,629

Total Operating Income
 
$
98,462

 
$
50,395

 
$
48,067

 
$
242,641

 
$
201,832

 
$
40,809

Consolidated Results of Operations
Three months ended September 30, 2019 vs. 2018
Consolidated revenues increased 18.9%, or $80.5 million, to $506.0 million in the three months ended September 30, 2019 compared to $425.5 million for the corresponding period in 2018, due to increases in revenues from our Nuclear Operations Group, Nuclear Power Group and Nuclear Services Group segments totaling $75.2 million, $5.2 million and $4.9 million, respectively.
Consolidated operating income increased $48.1 million to $98.5 million in the three months ended September 30, 2019 compared to $50.4 million for the corresponding period of 2018. Operating income in our Nuclear Operations Group segment increased by $48.1 million, which was partially due to unfavorable contract adjustments recorded in the prior year of $26.7 million. In addition, we also experienced lower Unallocated Corporate expenses of $2.9 million when compared to the corresponding period of 2018. These increases were partially offset by decreases in operating income in our Nuclear Power Group, Nuclear Services Group and Other segments of $0.1 million, $1.0 million and $1.8 million, respectively.
Nine months ended September 30, 2019 vs. 2018
Consolidated revenues increased 5.4%, or $71.8 million, to $1,393.7 million in the nine months ended September 30, 2019 compared to $1,321.9 million for the corresponding period in 2018, due to increases in revenues from our Nuclear

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Operations Group and Nuclear Services Group segments totaling $89.5 million and $1.2 million, respectively. These increases were partially offset by a decrease in our Nuclear Power Group segment of $12.3 million.
Consolidated operating income increased $40.8 million to $242.6 million in the nine months ended September 30, 2019 compared to $201.8 million for the corresponding period of 2018. Operating income in our Nuclear Operations Group segment increased by $46.2 million, which was partially due to unfavorable contract adjustments recorded in the prior year of $29.2 million. In addition, we also experienced lower Unallocated Corporate expenses of $5.6 million when compared to the corresponding period of 2018. These increases were partially offset by decreases in operating income in our Nuclear Power Group, Nuclear Services Group and Other segments of $2.2 million, $2.6 million and $6.2 million, respectively.
Nuclear Operations Group
 
 
Three Months Ended
September 30,
 
 
 
Nine Months Ended
September 30,
 
 
 
 
2019
 
2018
 
$ Change
 
2019
 
2018
 
$ Change
 
 
(In thousands)
Revenues
 
$
394,484

 
$
319,325

 
$
75,159

 
$
1,057,637

 
$
968,096

 
$
89,541

Operating Income
 
$
93,667

 
$
45,580

 
$
48,087

 
$
226,518

 
$
180,283

 
$
46,235

% of Revenues
 
23.7%

 
14.3%

 
 
 
21.4%

 
18.6%

 
 
Three months ended September 30, 2019 vs. 2018
Revenues increased 23.5%, or $75.2 million, to $394.5 million in the three months ended September 30, 2019 compared to $319.3 million for the corresponding period of 2018. The increase was primarily attributable to increased activity in the manufacture of nuclear components for U.S. Government programs as well as the timing of the procurement of certain long-lead materials when compared to the corresponding period of 2018. These increases were partially offset by lower activity in our downblending operations.
Operating income increased $48.1 million to $93.7 million in the three months ended September 30, 2019 compared to $45.6 million for the corresponding period of 2018. The increase was due to the operating income impact of the net changes in revenues noted above as well as the contract adjustments recorded in the prior year which resulted from rework issues related to the manufacture of non-nuclear components of $26.7 million.
Nine months ended September 30, 2019 vs. 2018
Revenues increased 9.2%, or $89.5 million, to $1,057.6 million in the nine months ended September 30, 2019 compared to $968.1 million for the corresponding period of 2018. This increase was primarily attributable to increased activity in the manufacture of nuclear components for U.S. Government programs as well as the timing of the procurement of certain long-lead materials when compared to the corresponding period of 2018. These increases were partially offset by lower activity in our downblending operations.
Operating income increased $46.2 million to $226.5 million in the nine months ended September 30, 2019 compared to $180.3 million for the corresponding period of 2018. The increase was due to the operating income impact of the net changes in revenues noted above as well as the contract adjustments recorded in the prior year which resulted from rework issues related to the manufacture of non-nuclear components of $29.2 million.
Nuclear Power Group
 
 
Three Months Ended
September 30,
 
 
 
Nine Months Ended
September 30,
 
 
 
 
2019
 
2018
 
$ Change
 
2019
 
2018
 
$ Change
 
 
(In thousands)
Revenues
 
$
84,376

 
$
79,162

 
$
5,214

 
$
255,414

 
$
267,675

 
$
(12,261
)
Operating Income
 
$
8,967

 
$
9,063

 
$
(96
)
 
$
36,433

 
$
38,637

 
$
(2,204
)
% of Revenues
 
10.6%

 
11.4%

 
 
 
14.3%

 
14.4%

 
 

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Three months ended September 30, 2019 vs. 2018
Revenues increased 6.6%, or $5.2 million, to $84.4 million in the three months ended September 30, 2019 compared to $79.2 million for the corresponding period of 2018. The increase was primarily related to a $10.6 million increase in revenues in our nuclear components business largely attributable to increased activity associated with a major steam generator design and supply contract. This segment also experienced an increase in revenues of $3.6 million associated with our MI business, which was acquired in the third quarter of 2018. These increases were partially offset by a decrease in revenues related to lower levels of in-plant inspection, refurbishment, maintenance and modification services, and nuclear fuel handling work when compared to the same period in the prior year.
Operating income decreased $0.1 million to $9.0 million in the three months ended September 30, 2019 compared to $9.1 million for the corresponding period of 2018, primarily attributable to a shift in our product line mix when compared to the same period in the prior year.
Nine months ended September 30, 2019 vs. 2018
Revenues decreased 4.6%, or $12.3 million, to $255.4 million in the nine months ended September 30, 2019 compared to $267.7 million for the corresponding period of 2018. The decrease was primarily attributable to a decline in revenues resulting from a lower volume of in-plant inspection, refurbishment and maintenance and modification services when compared to the same period in the prior year. This decrease was partially offset by a $24.2 million increase in revenues associated with our MI business and increased activity in our nuclear components business.
Operating income decreased $2.2 million to $36.4 million in the nine months ended September 30, 2019 compared to $38.6 million for the corresponding period of 2018, primarily attributable to the decrease in revenues noted above.
Nuclear Services Group
 
 
Three Months Ended
September 30,
 
 
 
Nine Months Ended
September 30,
 
 
 
 
2019
 
2018
 
$ Change
 
2019
 
2018
 
$ Change
 
 
(In thousands)
Revenues
 
$
33,237

 
$
28,366

 
$
4,871

 
$
92,160

 
$
90,995

 
$
1,165

Operating Income
 
$
5,516

 
$
6,494

 
$
(978
)
 
$
8,577

 
$
11,182

 
$
(2,605
)
% of Revenues
 
16.6%

 
22.9%

 
 
 
9.3%

 
12.3%

 
 
Three months ended September 30, 2019 vs. 2018
Revenues increased 17.2%, or $4.9 million, to $33.2 million in the three months ended September 30, 2019 compared to $28.4 million for the corresponding period of 2018. The increase was primarily attributable to an increase in the volume of commercial nuclear inspection and maintenance outage work in the U.S. when compared to the same period in the prior year.
Operating income decreased $1.0 million to $5.5 million in the three months ended September 30, 2019 compared to $6.5 million for the corresponding period of 2018. The decrease was primarily attributable to lower levels of income at a site in New Mexico that we exited in the prior year. This decrease was partially offset by improved operating performance largely attributable to the increase in revenues in our U.S. commercial nuclear services business noted above.
Nine months ended September 30, 2019 vs. 2018
Revenues increased 1.3%, or $1.2 million, to $92.2 million in the nine months ended September 30, 2019 compared to $91.0 million for the corresponding period of 2018. The increase was primarily attributable to an increase in the volume of commercial nuclear inspection and maintenance outage work in the U.S. when compared to the same period in the prior year. This increase was partially offset by lower levels of cost reimbursable activities at a joint venture site in New Mexico that was transitioned to us during the prior year.
Operating income decreased $2.6 million to $8.6 million in the nine months ended September 30, 2019 compared to $11.2 million for the corresponding period of 2018. The decrease was primarily attributable to higher selling, general and administrative expenses related to business development activities caused by the timing of proposal activities and lower levels of income at a site in New Mexico that we exited in the prior year. These decreases were partially offset by improved operating

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performance at several of our sites as well as the increase in revenues related to our U.S. commercial nuclear services business noted above.
Other
 
 
Three Months Ended
September 30,
 
 
 
Nine Months Ended
September 30,
 
 
 
 
2019
 
2018
 
$ Change
 
2019
 
2018
 
$ Change
 
 
(In thousands)
Operating Income
 
$
(6,948
)
 
$
(5,142
)
 
$
(1,806
)
 
$
(19,788
)
 
$
(13,542
)
 
$
(6,246
)
Operating income decreased $1.8 million and $6.2 million in the three and nine months ended September 30, 2019, respectively, primarily due to an increase in research and development activities related to our medical and industrial radioisotope capabilities and other nuclear technologies when compared to the corresponding periods of the prior year.
Unallocated Corporate
Unallocated corporate expenses decreased $2.9 million and $5.6 million in the three and nine months ended September 30, 2019, respectively, primarily due to higher levels of legal and consulting costs associated with due diligence activities conducted in the prior year as well as lower healthcare claims in the current year.
Other Income Statement Items
Other income (expense) decreased $38.1 million to a loss of $4.0 million in the three months ended September 30, 2019, as compared to a gain of $34.2 million for the corresponding period of 2018, due primarily to a $35.1 million mark to market adjustment recorded in the prior year related to the interim remeasurement of two of our domestic pension plans as discussed in Note 4 to our condensed consolidated financial statements included in this Report.
Other income (expense) decreased $54.5 million to a loss of $7.5 million in the nine months ended September 30, 2019, as compared to a gain of $47.0 million for the corresponding period of 2018, due primarily to the mark to market adjustment noted above as well as an increase in net periodic benefit cost. In addition, we experienced an increase in interest expense of $7.7 million in the nine months ended September 30, 2019 associated with higher levels of long-term debt when compared to the prior year.
Provision for Income Taxes
 
 
Three Months Ended
September 30,
 
 
 
Nine Months Ended
September 30,
 
 
 
 
2019
 
2018
 
$ Change
 
2019
 
2018
 
$ Change
 
 
(In thousands)
Income before Provision for Income Taxes
 
$
94,506

 
$
84,559

 
$
9,947

 
$
235,117

 
$
248,802

 
$
(13,685
)
Provision for Income Taxes
 
$
19,508

 
$
6,482

 
$
13,026

 
$
52,009

 
$
43,578

 
$
8,431

Effective Tax Rate
 
20.6%

 
7.7%

 
 
 
22.1%

 
17.5%

 
 
We primarily operate in the U.S. and Canada, and we recognize our U.S. income tax provision based on the U.S. federal statutory rate of 21% and our Canadian tax provision based on the Canadian local statutory rate of approximately 25%.
Our effective tax rate for the three months ended September 30, 2019 was 20.6% as compared to 7.7% for the three months ended September 30, 2018. Our effective tax rate for the nine months ended September 30, 2019 was 22.1% as compared to 17.5% for the nine months ended September 30, 2018. The effective tax rate for the three months ended September 30, 2019 was lower than the U.S. corporate income tax rate of 21% primarily due to state tax planning initiatives finalized in the quarter. The effective tax rate for the nine months ended September 30, 2019 was higher than the U.S. corporate income tax rate of 21% primarily due to state income taxes within the U.S and the unfavorable rate differential associated with our Canadian earnings. Our effective tax rates for the nine months ended September 30, 2019 and 2018 were favorably impacted by benefits recognized for excess tax benefits related to employee share-based payments of $2.0 million and $2.7 million, respectively. In addition, our effective tax rates for the three and nine months ended September 30, 2018 were

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favorably impacted due to remeasurement adjustments to our deferred tax assets as a result of accelerating additional contributions made in August 2018 to certain of our domestic pension plans for inclusion in our 2017 U.S. tax return.
Backlog
Backlog represents the dollar amount of revenue we expect to recognize in the future from contracts awarded and in progress. Not all of our expected revenue from a contract award is recorded in backlog for a variety of reasons, including that some projects are awarded and completed within the same fiscal quarter.
Our backlog is equal to our remaining performance obligations under contracts that meet the criteria in FASB Topic Revenue from Contracts with Customers, as discussed in Note 3 to our condensed consolidated financial statements included in this Report. It is possible that our methodology for determining backlog may not be comparable to methods used by other companies.
We are subject to the budgetary and appropriations cycle of the U.S. Government as it relates to our Nuclear Operations Group and Nuclear Services Group segments. Backlog may not be indicative of future operating results, and projects in our backlog may be cancelled, modified or otherwise altered by customers.
 
 
September 30,
2019
 
December 31,
2018
 
 
(In approximate millions)
Nuclear Operations Group
 
$
3,445

 
$
2,637

Nuclear Power Group
 
729

 
804

Nuclear Services Group
 
46

 
38

Total Backlog
 
$
4,220

 
$
3,479

We do not include the value of our unconsolidated joint venture contracts in backlog. These unconsolidated joint ventures are included in our Nuclear Services Group segment.
Of the September 30, 2019 backlog, we expect to recognize revenues as follows:
 
 
2019
 
2020
 
Thereafter
 
Total
 
 
(In approximate millions)
Nuclear Operations Group
 
$
357

 
$
1,065

 
$
2,023

 
$
3,445

Nuclear Power Group
 
96

 
200

 
433

 
729

Nuclear Services Group
 
21

 
12

 
13

 
46

Total Backlog
 
$
474

 
$
1,277

 
$
2,469

 
$
4,220

At September 30, 2019, Nuclear Operations Group backlog with the U.S. Government was $2,960.4 million, $113.9 million of which had not yet been funded.
At September 30, 2019, Nuclear Power Group had no backlog with the U.S. Government.
At September 30, 2019, Nuclear Services Group backlog with the U.S. Government was $17.7 million, $0.1 million of which had not yet been funded.
Major new awards from the U.S. Government are typically received following Congressional approval of the budget for the U.S. Government's next fiscal year, which starts October 1, and may not be awarded to us before the end of the calendar year. Due to the fact that most contracts awarded by the U.S. Government are subject to these annual funding approvals, the total values of the underlying programs are significantly larger. In March 2019, we received a nuclear component and fuel award from the U.S. Government with a combined value exceeding $2.1 billion, inclusive of unexercised options, approximately $1.5 billion of which had been added to backlog as of September 30, 2019. The value of unexercised options excluded from backlog as of September 30, 2019 was approximately $0.6 billion, the majority of which is expected to be exercised in 2020, subject to annual Congressional appropriations.
In September 2019, we received a contract for the procurement of long-lead materials required for the manufacture of naval nuclear reactor components valued at $806.0 million, inclusive of unexercised options. Approximately $75.0 million of

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this award was added to backlog during the third quarter of 2019 with six remaining annual options available through 2025, subject to annual Congressional appropriations.
Liquidity and Capital Resources
Credit Facility
On May 24, 2018, we and certain of our subsidiaries entered into a credit agreement (the "Credit Facility") with Wells Fargo Bank, N.A., as administrative agent, and the other lenders party thereto. The Credit Facility includes a $500.0 million senior secured revolving credit facility (the "Revolving Credit Facility"), a $50.0 million U.S. dollar senior secured term loan A made available to the Company (the "USD Term Loan") and a $250.0 million (U.S. dollar equivalent) Canadian dollar senior secured term loan A made available to BWXT Canada Ltd. (the "CAD Term Loan"). All obligations under the Credit Facility are scheduled to mature on May 24, 2023. The proceeds of loans under the Credit Facility are available for working capital needs and other general corporate purposes.
The Credit Facility allows for additional parties to become lenders and, subject to certain conditions, for the increase of the commitments under the Credit Facility, subject to an aggregate maximum for all additional commitments of (1) the greater of (a) $250 million and (b) 65% of EBITDA, as defined in the Credit Facility, for the last four full fiscal quarters, plus (2) all voluntary prepayments of term loans, plus (3) additional amounts provided the Company is in compliance with a pro forma first lien leverage ratio test of less than or equal to 2.50 to 1.00.
The Company's obligations under the Credit Facility are guaranteed, subject to certain exceptions, by substantially all of the Company's present and future wholly owned domestic restricted subsidiaries. The obligations of BWXT Canada Ltd. under the Credit Facility are guaranteed, subject to certain exceptions, by substantially all of the Company's present and future wholly owned Canadian and domestic restricted subsidiaries.
The Credit Facility is secured by first-priority liens on certain assets owned by the Company (other than its subsidiaries comprising its Nuclear Operations Group segment and a portion of its Nuclear Services Group segment); provided that (1) the Company's domestic obligations are only secured by assets and property of the domestic loan parties and (2) the obligations of BWXT Canada Ltd. and the Canadian guarantors are secured by assets and property of the Canadian guarantors and the domestic loan parties.
The Credit Facility requires interest payments on revolving loans on a periodic basis until maturity. We began making quarterly amortization payments on the USD Term Loan and the CAD Term Loan in amounts equal to 1.25% of the initial aggregate principal amount of each term loan in the third quarter of 2018. We may prepay all loans under the Credit Facility at any time without premium or penalty (other than customary Eurocurrency breakage costs), subject to notice requirements.
The Credit Facility includes financial covenants that are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The maximum permitted leverage ratio is 4.00 to 1.00, which may be increased to 4.50 to 1.00 for up to four consecutive fiscal quarters after a material acquisition. The minimum consolidated interest coverage ratio is 3.00 to 1.00. In addition, the Credit Facility contains various restrictive covenants, including with respect to debt, liens, investments, mergers, acquisitions, dividends, equity repurchases and asset sales. As of September 30, 2019, we were in compliance with all covenants set forth in the Credit Facility.
Outstanding loans under the Credit Facility will bear interest at our option at either (1) the Eurocurrency rate plus a margin ranging from 1.25% to 2.0% per year or (2) the base rate or Canadian index rate, as applicable (described in the Credit Facility as the highest of (a) with respect to the base rate only, the federal funds rate plus 0.5%, (b) the one-month Eurocurrency rate plus 1.0% and (c) the administrative agent's prime rate or the Canadian prime rate, as applicable), plus, in each case, a margin ranging from 0.25% to 1.0% per year. We are charged a commitment fee on the unused portion of the Revolving Credit Facility, and that fee ranges from 0.15% to 0.275% per year. Additionally, we are charged a letter of credit fee of between 1.25% and 2.0% per year with respect to the amount of each financial letter of credit issued under the Credit Facility, and a letter of credit fee of between 0.75% and 1.2% per year with respect to the amount of each performance letter of credit issued under the Credit Facility. The applicable margin for loans, the commitment fee and the letter of credit fees set forth above will vary quarterly based on our leverage ratio. Based on the leverage ratio applicable at September 30, 2019, the margin for Eurocurrency rate and base rate or Canadian index rate loans was 1.5% and 0.5%, respectively, the letter of credit fee for financial letters of credit and performance letters of credit was 1.5% and 0.9%, respectively, and the commitment fee for the unused portion of the Revolving Credit Facility was 0.225%.

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As of September 30, 2019, borrowings outstanding totaled $272.5 million and $200.0 million under our term loans and revolving line of credit, respectively, and letters of credit issued under the Credit Facility totaled $64.0 million. As a result, we had $236.0 million available for borrowings or to meet letter of credit requirements as of September 30, 2019. As of September 30, 2019, the weighted-average interest rate on outstanding borrowings under our Credit Facility was 3.50%.
The Credit Facility generally includes customary events of default for a secured credit facility, some of which allow for an opportunity to cure. Under the Credit Facility, (1) if an event of default relating to bankruptcy or other insolvency events occurs, all related obligations will immediately become due and payable; (2) if any other event of default exists, the lenders will be permitted to accelerate the maturity of the related obligations outstanding; and (3) if any event of default exists, the lenders will be permitted to terminate their commitments thereunder and exercise other rights and remedies, including the commencement of foreclosure or other actions against the collateral.
If any default occurs under the Credit Facility, or if we are unable to make any of the representations and warranties in the Credit Facility, we will be unable to borrow funds or have letters of credit issued under the Credit Facility.
Senior Notes
We issued $400.0 million aggregate principal amount of 5.375% senior notes due 2026 (the "Senior Notes") pursuant to an indenture dated May 24, 2018 (the "Indenture"), among the Company, certain of our subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. The Senior Notes are guaranteed by each of the Company's present and future direct and indirect wholly owned domestic subsidiaries that is a guarantor under the Credit Facility.
Interest on the Senior Notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year, which commenced on July 15, 2018, at a rate of 5.375% per annum. The Senior Notes will mature on July 15, 2026.
On and after July 15, 2021, the Company may redeem the Senior Notes, in whole or in part, at a redemption price equal to (i) 102.688% of the principal amount to be redeemed if the redemption occurs during the twelve-month period beginning on July 15, 2021, (ii) 101.344% of the principal amount to be redeemed if the redemption occurs during the twelve-month period beginning on July 15, 2022 and (iii) 100.000% of the principal amount to be redeemed if the redemption occurs on or after July 15, 2023, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to July 15, 2021, the Company may also redeem up to 40% of the Senior Notes with net cash proceeds of certain equity offerings at a redemption price equal to 105.375% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to July 15, 2021, the Company may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus an applicable "make-whole" premium.
The Indenture contains customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Senior Notes and certain provisions related to bankruptcy events. The Indenture also contains customary negative covenants. As of September 30, 2019, we were in compliance with all covenants and agreements set forth in the Indenture and the Senior Notes.
Other Arrangements
We have posted surety bonds to support regulatory and contractual obligations for certain decommissioning responsibilities, projects and legal matters. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion. Although there can be no assurance that we will maintain our surety bonding capacity, we believe our current capacity is adequate to support our existing requirements for the next twelve months. In addition, these bonds generally indemnify the beneficiaries should we fail to perform our obligations under the applicable agreements. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue. As of September 30, 2019, bonds issued and outstanding under these arrangements totaled approximately $73.2 million.
Long-term Benefit Obligations
Our unfunded pension and postretirement benefit obligations totaled $185.4 million at September 30, 2019. These long-term liabilities are expected to require use of our resources to satisfy future funding obligations. Based largely on statutory funding requirements, we expect to make contributions of approximately $3.1 million for the remainder of 2019 related to our

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pension and postretirement plans. We may also make additional contributions based on a variety of factors including, but not limited to, tax planning, evaluation of funded status and risk mitigation strategies.
Other
Our domestic and foreign cash and cash equivalents, restricted cash and cash equivalents and investments as of September 30, 2019 and December 31, 2018 were as follows:
 
 
September 30,
2019
 
December 31,
2018
 
 
(In thousands)
Domestic
 
$
28,887

 
$
37,108

Foreign
 
4,073

 
10,279

Total
 
$
32,960

 
$
47,387

Our working capital increased by $122.6 million to $287.7 million at September 30, 2019 from $165.1 million at December 31, 2018, primarily attributable to changes in net contracts in progress and advance billings due to the timing of project cash flows.
Our net cash provided by operating activities increased by $99.4 million to $91.0 million in the nine months ended September 30, 2019, compared to cash used in operating activities of $8.4 million in the nine months ended September 30, 2018. The increase in cash provided by operating activities was primarily attributable to a $153.4 million decrease in pension contributions when compared to the same period in the prior year, partially offset by the timing of project cash flows.
Our net cash used in investing activities decreased by $154.6 million to $122.4 million in the nine months ended September 30, 2019, compared to $277.0 million in the nine months ended September 30, 2018. The decrease in cash used in investing activities was primarily attributable to our acquisition of the MI business for $213.0 million during the third quarter of 2018, which was partially offset by an increase in purchases of property, plant and equipment of $62.1 million in the nine months ended September 30, 2019.
Our net cash provided by financing activities decreased by $138.9 million to $15.0 million in the nine months ended September 30, 2019, compared to $153.9 million in the nine months ended September 30, 2018. The decrease in cash provided by financing activities was primarily attributable to a decrease in net borrowings of $187.2 million, which was partially offset by a decrease in repurchases of common shares of $42.6 million.
At September 30, 2019, we had restricted cash and cash equivalents totaling $6.4 million, $2.8 million of which was held for future decommissioning of facilities (which is included in other assets on our condensed consolidated balance sheets) and $3.5 million of which was held to meet reinsurance reserve requirements of our captive insurer.
At September 30, 2019, we had short-term and long-term investments with a fair value of $13.0 million. Our investment portfolio consists primarily of U.S. Government and agency securities, corporate bonds and equities, mutual funds and asset-backed securities. Our debt securities are carried at fair value and are either classified as trading, with unrealized gains and losses reported in earnings, or as available-for-sale, with unrealized gains and losses, net of tax, being reported as a component of other comprehensive income. Our equity securities are carried at fair value with the unrealized gains and losses reported in earnings.
Based on our liquidity position, we believe we have sufficient cash and letter of credit and borrowing capacity to fund our operating requirements for at least the next 12 months.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposures to market risks have not changed materially from those disclosed in Item 7A included in Part II of our 2018 10-K.
Item 4.
CONTROLS AND PROCEDURES
As of the end of the period covered by this quarterly report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) adopted by the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). This evaluation was

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conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Our disclosure controls and procedures were developed through a process in which our management applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding the control objectives. You should note that the design of any system of disclosure controls and procedures is based in part upon various assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based on the evaluation referred to above, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures are effective as of September 30, 2019 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding disclosure. There has been no change in our internal control over financial reporting during the quarter ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II
OTHER INFORMATION
Item 1.
LEGAL PROCEEDINGS
For information regarding ongoing investigations and litigation, see Note 5 to our unaudited condensed consolidated financial statements in Part I of this report, which we incorporate by reference into this Item.
Item 1A.
RISK FACTORS
In addition to the other information in this report, the other factors presented in Item 1A Risk Factors in our 2018 10-K are some of the factors that could materially affect our business, financial condition or future results. There have been no material changes to our risk factors from those disclosed in our 2018 10-K.
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Since November 2012, we have periodically announced that our Board of Directors has authorized share repurchase programs. The following table provides information on our purchases of equity securities during the quarter ended September 30, 2019. Any shares purchased that were not part of a publicly announced plan or program are related to repurchases of common stock pursuant to the provisions of employee benefit plans that permit the repurchase of shares to satisfy statutory tax withholding obligations.
Period
 
Total number
of shares
purchased (1)
 
Average
price
paid
per share
 
Total number of shares purchased as part of publicly announced plans or programs
 
Approximate dollar
value of shares that
may yet be
purchased under the
plans or programs
(in millions) (2)
July 1, 2019 - July 31, 2019
 
24

 
$
49.83

 

 
$
165.3

August 1, 2019 - August 31, 2019
 
505

 
$
56.82

 

 
$
165.3

September 1, 2019 - September 30, 2019
 
8,547

 
$
59.71

 

 
$
165.3

Total
 
9,076

 
$
59.52

 

 
 
(1)
Includes 24, 505 and 8,547 shares repurchased during July, August and September, respectively, pursuant to the provisions of employee benefit plans that permit the repurchase of shares to satisfy statutory tax withholding obligations.
(2)
On November 6, 2018, we announced that our Board of Directors authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $250 million during a three-year period that expires on November 6, 2021.
Item 5.
OTHER INFORMATION
On November 1, 2019, the Company amended its Amended and Restated Bylaws to provide clarification of the designation of corporate officers and other positions, approval of director compensation and conforming changes. The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.3 and incorporated herein by reference.

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Item 6.
EXHIBITS
Exhibit
Number
 
Description
3.1
 
 
 
 
3.2
 
 
 
 
3.3
 
 
 
 
31.1
 
 
 
 
31.2
 
 
 
 
32.1
 
 
 
 
32.2
 
 
 
 
101.INS
 
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
BWX TECHNOLOGIES, INC.
 
 
 
 
 
 
 
/s/ David S. Black
 
 
By:
 
David S. Black
 
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
 
(Principal Financial Officer and Duly Authorized
 
 
 
 
Representative)
 
 
 
 
 
 
 
/s/ Jason S. Kerr
 
 
By:
 
Jason S. Kerr
 
 
 
 
Vice President and Chief Accounting Officer
 
 
 
 
(Principal Accounting Officer and Duly Authorized
 
 
 
 
Representative)
 
 
 
November 4, 2019
 
 
 
 

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