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false000148695700014869572021-11-012021-11-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ______________________________________________________________________________
FORM 8-K
 ______________________________________________________________________________
CURRENT REPORT
 Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2021
BWX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 _____________________________________________________________________________
Delaware 001-34658 80-0558025
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 Main Street, 4th Floor
Lynchburg,Virginia24504
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (980) 365-4300
 ____________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueBWXTNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.    ☐


Item 2.02 Results of Operations and Financial Condition.
On November 1, 2021, we issued a press release announcing our financial results for the third quarter ended September 30, 2021.  A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)       Exhibits
99.1
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101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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 hereunto duly authorized.
 
BWX TECHNOLOGIES, INC.
By: /s/ Jason S. Kerr
 Jason S. Kerr
 Vice President and Chief Accounting Officer

November 1, 2021
Document
https://cdn.kscope.io/78e32e2c0dfee2c1c8dac333ce4f976e-erheader.jpg
BWX Technologies Reports Third Quarter 2021 Results, Narrows 2021 Guidance and Strategically Deploys Capital to Repurchase Shares
•Generates 3Q21 earnings per share of $0.63 (GAAP), $0.76 (non-GAAP)
•Narrows 2021 non-GAAP earning per share guidance to low end of initial range
•Returns $166 million of cash to shareholders in 3Q21 through share repurchases
Lynchburg, VA – November 1, 2021 - BWX Technologies, Inc. (NYSE: BWXT) ("BWXT", "we", "us" or the "Company") reported third quarter 2021 revenue of $499 million, down 4% compared with $520 million in the third quarter 2020. GAAP net income for the third quarter 2021 was $59.9 million, or $0.63 per diluted share, compared with GAAP net income of $73.2 million, or $0.76 per diluted share, in the prior-year period. Non-GAAP net income for the third quarter 2021 was $72.0 million, or $0.76 per diluted share, compared with non-GAAP net income of $75.6 million, or $0.79 per diluted share, in the prior-year period. A reconciliation of non-GAAP results is detailed in Exhibit 1.
“BWXT delivered its strongest quarter year-to-date as we executed well in all areas of the business.” said Rex D. Geveden, president and chief executive officer. "However, given the pandemic headwinds which were acute in the first and third quarters as well as unfavorable government contract award timing, we are narrowing 2021 guidance to the low end of the initial range.”
“We maintain strong conviction in the future growth of BWXT as we continue to execute and reliably generate cash across the core businesses while simultaneously building for future growth through new technology investments in microreactors for space and national security applications, advanced nuclear fuels, and nuclear medicine. Our conviction is underscored by the fact that we returned more than $166 million of cash to investors through strategic share repurchases in the third quarter. We look forward to sharing our growth plans at the BWXT Investor Day on November 16 in New York City,” said Geveden.
Segment Results
Nuclear Operations Group (NOG) segment revenue was $387 million for the third quarter 2021, about the same compared with the prior-year period as volume across operations were consistent. NOG GAAP and non-GAAP operating income was $79.4 million and $79.5 million, respectively, in the third quarter 2021, a 16% increase compared with the prior-year period driven by more favorable contract adjustments due to timing of certain milestones. This resulted in a strong third quarter 2021 segment GAAP and non-GAAP operating margin of 20.5% and 20.6%, respectively.
Nuclear Power Group (NPG) segment revenue was $83.4 million for the third quarter 2021, a 23% decrease from the prior-year period primarily due to lower volume of field services and component manufacturing volume partially offset by higher nuclear medicine demand. NPG GAAP and non-GAAP operating income was $9.0 million and $9.3 million, respectively, for the third quarter 2021, a significant decrease compared with the prior-year period driven primarily from lower revenue and the significant decrease of funds received under the Canadian COVID-19 Economic Response Plan to offset incurred expenses related to the pandemic that occurred in the prior-year period. Third quarter 2021 segment GAAP and non-GAAP operating margin was 10.8% and 11.1%, respectively.


Nuclear Services Group (NSG) segment operating income was $10.3 million for the third quarter 2021, up 36% compared with the third quarter 2020 driven by better project fee performance.
Cash and Capital Returned to Shareholders
The Company generated $67.3 million of cash from operating activities in the third quarter 2021, compared with $7.5 million of net cash utilized in the third quarter 2020. As of September 30, 2021, the Company’s cash balance, net of restricted cash, was $69.4 million.
During the third quarter 2021, the Company returned $186 million of cash to shareholders in share repurchases and dividends, resulting in a total of $246 million of cash returned to shareholders year-to-date, including $186 million in share repurchases and $60 million in dividends.
On October 28, 2021, the BWXT Board of Directors declared a quarterly cash dividend of $0.21 per common share. The dividend will be payable on December 10, 2021, to shareholders of record on November 19, 2021.
Updated 2021 Guidance
•Non-GAAP EPS of $3.05 which is the low end of initial range of $3.05 to $3.20 (excludes pension and post-retirement benefits mark-to-market)
•Consolidated revenue flat to up 1% vs. 2020 results
•NOG revenue down ~1%
•NPG revenue up ~9%
•Non-GAAP operating income and margin
•NOG operating margin of “high teens” with upside from CAS pension reimbursement
•NPG operating margin of ~12.5%
•NSG operating income of ~$25 million
•Capital expenditures of ~$280 million
The Company does not provide GAAP guidance because it is unable to reliably forecast most of the items that are excluded from GAAP to calculate non-GAAP results. These items could cause GAAP results to differ materially from non-GAAP results. See reconciliation of non-GAAP results in Exhibit 1 for additional information.
Conference Call to Discuss Third Quarter 2021 Results
Date: Monday, November 1, 2021, at 5:00 p.m. EDT
Live Webcast: Investor Relations section of website at www.bwxt.com
Full Earnings Release Available on BWXT Website
A full version of this earnings release is available on our Investor Relations website at http://investors.bwxt.com/3q2021-release

BWXT may use its website (www.bwxt.com) as a channel of distribution of material Company information. Financial and other important information regarding BWXT is routinely accessible through and posted on our website. In addition, you may elect to automatically receive e-mail alerts and other information about BWXT by enrolling through the “Email Alerts” section of our website at http://investors.bwxt.com.


Forward-Looking Statements
BWXT cautions that this release contains forward-looking statements, including, without limitation, statements relating to backlog, to the extent they may be viewed as an indicator of future revenues; our plans and expectations for the NOG, NPG and NSG segments including the expectations, timing and revenue of our strategic initiatives, such as microreactors, advanced nuclear fuels and nuclear medicine; disruptions to our supply chain and/or operations, changes in government regulations and other factors, including any such impacts of, or actions in response to the COVID-19 health crisis; and our expectations for 2021 and beyond. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, our ability to execute contracts in backlog; the lack of, or adverse changes in, federal appropriations to government programs in which we participate; the demand for and competitiveness of nuclear products and services; capital priorities of power generating utilities; the impact of COVID-19 on our employees, contractors, suppliers, customers and other partners and their business activities; the extent to which the length and severity of the COVID-19 health crisis exceeds our current expectations; the potential recurrence of subsequent waves or strains of COVID-19 or similar diseases; the actions to contain the impact of such diseases, and potential employee unrest; adverse changes in the industries in which we operate and delays, changes or termination of contracts in backlog. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see BWXT’s filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended December 31, 2020 and subsequent quarterly reports on Form 10-Q. BWXT cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.
About BWXT
At BWX Technologies, Inc. (NYSE: BWXT), we are People Strong, Innovation Driven. Headquartered in Lynchburg, Va. BWXT is a Fortune 1000 and Defense News Top 100 manufacturing and engineering innovator that provides safe and effective nuclear solutions for global security, clean energy, environmental remediation, nuclear medicine and space exploration. With approximately 6,700 employees, BWXT has 12 major operating sites in the U.S. and Canada. In addition, BWXT joint ventures provide management and operations at more than a dozen U.S. Department of Energy and NASA facilities. Follow us on Twitter at @BWXT and learn more at www.bwxt.com

Investor Contact:Media Contact:
Mark KratzJud Simmons
Vice President, Investor RelationsDirector, Media and Public Relations
980-365-4300Investors@bwxt.com434-522-6462hjsimmons@bwxt.com



EXHIBIT 1

BWX TECHNOLOGIES, INC.
RECONCILIATION OF NON-GAAP OPERATING INCOME AND EARNINGS PER SHARE(1)(2)(3)
Three Months Ended September 30, 2021
 GAAPRestructuring CostsCosts associated with early bond redemptionNon-GAAP
   
Operating Income$87.5 $0.8 $— $88.2 
Other Income (Expense)(9.7)— 15.0 5.3 
Provision for Income Taxes(17.6)(0.2)(3.5)(21.3)
Net Income60.2 0.6 11.5 72.2 
Net Income Attributable to Noncontrolling Interest
(0.2)— — (0.2)
Net Income Attributable to BWXT
$59.9 $0.6 $11.5 $72.0 
 
Diluted Shares Outstanding94.5 94.5 
Diluted Earnings per Common Share
$0.63 $0.01 $0.12 $0.76 
   
Effective Tax Rate22.6%22.8%
NOG Operating Income$79.4 $0.2 $79.5 
NPG Operating Income$9.0 $0.3 $9.3 
Unallocated Corporate Operating Income$(5.0)$0.3 $(4.7)

Three Months Ended September 30, 2020
 GAAPRestructuring CostsOne-time franchise tax audit expenseNon-GAAP
   
Operating Income$88.8 $0.5 $2.6 $91.9 
Other Income (Expense)3.1 — — 3.1 
Provision for Income Taxes(18.7)(0.1)(0.6)(19.4)
Net Income73.2 0.4 2.0 75.6 
Net Income Attributable to Noncontrolling Interest
(0.0)— — (0.0)
Net Income Attributable to BWXT
$73.2 $0.4 $2.0 $75.6 
 
Diluted Shares Outstanding95.7 95.7 
Diluted Earnings per Common Share
$0.76 $0.00 $0.02 $0.79 
   
Effective Tax Rate20.3%20.4%
NPG Operating Income$29.2 $0.5 $— $29.7 
(1)
Tables may not foot due to rounding.
(2)
BWXT is providing non-GAAP information regarding certain of its historical results and guidance on future earnings per share to supplement the results provided in accordance with GAAP and it should not be considered superior to, or as a substitute for, the comparable GAAP measures. BWXT believes the non-GAAP measures provide meaningful insight and transparency into the Company’s operational performance and provides these measures to investors to help facilitate comparisons of operating results with prior periods and to assist them in understanding BWXT's ongoing operations.
(3)
BWXT has not included a reconciliation of provided non-GAAP guidance to the comparable GAAP measures due to the difficulty of estimating any mark-to-market adjustments for pension and post-retirement benefits, which are determined at the end of the year.


BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS
September 30,
2021		December 31,
2020
(Unaudited)
(In thousands)
Current Assets:
Cash and cash equivalents$69,381 $42,610 
Restricted cash and cash equivalents3,071 3,070 
Investments3,820 3,707 
Accounts receivable – trade, net57,136 153,368 
Accounts receivable – other24,471 22,239 
Retainages70,176 55,172 
Contracts in progress540,504 449,176 
Other current assets45,264 44,256 
Total Current Assets813,823 773,598 
Property, Plant and Equipment, Net983,974 816,471 
Investments10,031 9,356 
Goodwill285,066 283,708 
Deferred Income Taxes25,431 49,415 
Investments in Unconsolidated Affiliates84,636 71,806 
Intangible Assets187,384 192,751 
Other Assets99,368 96,398 
TOTAL$2,489,713 $2,293,503 



BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30,
2021		December 31,
2020
(Unaudited)
(In thousands, except share
and per share amounts)
Current Liabilities:
Bank overdraft$— $88,694 
Accounts payable137,936 184,392 
Accrued employee benefits74,102 89,740 
Accrued liabilities – other77,872 78,028 
Advance billings on contracts102,370 83,581 
Accrued warranty expense5,513 5,292 
Total Current Liabilities397,793 529,727 
Long-Term Debt1,253,832 862,731 
Accumulated Postretirement Benefit Obligation24,389 25,689 
Environmental Liabilities93,051 84,153 
Pension Liability109,829 144,859 
Other Liabilities32,245 28,576 
Commitments and Contingencies
Stockholders' Equity:
Common stock, par value $0.01 per share, authorized 325,000,000 shares; issued 127,303,992 and 127,009,536 shares at September 30, 2021 and December 31, 2020, respectively1,273 1,270 
Preferred stock, par value $0.01 per share, authorized 75,000,000 shares; No shares issued— — 
Capital in excess of par value170,514 153,800 
Retained earnings1,678,478 1,549,950 
Treasury stock at cost, 35,102,009 and 31,698,747 shares at September 30, 2021 and December 31, 2020, respectively(1,286,261)(1,095,452)
Accumulated other comprehensive income (loss)14,311 8,198 
Stockholders' Equity – BWX Technologies, Inc.578,315 617,766 
Noncontrolling interest259 2 
Total Stockholders' Equity578,574 617,768 
TOTAL$2,489,713 $2,293,503 


BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
(Unaudited)
(In thousands, except share and per share amounts)
Revenues$498,727 $519,878 $1,532,099 $1,566,606 
Costs and Expenses:
Cost of operations361,530 373,783 1,130,153 1,133,760 
Research and development costs2,870 2,933 9,491 11,565 
Losses (gains) on asset disposals and impairments, net(981)25 (1,018)324 
Selling, general and administrative expenses58,458 62,638 176,037 170,733 
Total Costs and Expenses421,877 439,379 1,314,663 1,316,382 
Equity in Income of Investees10,618 8,271 26,197 19,247 
Operating Income87,468 88,770 243,633 269,471 
Other Income (Expense):
Interest income160 161 369 453 
Interest expense(11,483)(7,701)(28,725)(23,533)
Other – net1,624 10,652 33,316 28,019 
Total Other Income (Expense)(9,699)3,112 4,960 4,939 
Income before Provision for Income Taxes
77,769 91,882 248,593 274,410 
Provision for Income Taxes17,611 18,687 59,211 61,199 
Net Income$60,158 $73,195 $189,382 $213,211 
Net Income Attributable to Noncontrolling Interest
(244)(24)(372)(283)
Net Income Attributable to BWX Technologies, Inc.$59,914 $73,171 $189,010 $212,928 
Earnings per Common Share:
Basic:
Net Income Attributable to BWX Technologies, Inc.
$0.64 $0.77 $1.99 $2.23 
Diluted:
Net Income Attributable to BWX Technologies, Inc.
$0.63 $0.76 $1.99 $2.22 
Shares used in the computation of earnings per share:
Basic94,277,253 95,483,003 94,978,638 95,450,994 
Diluted94,483,975 95,730,696 95,190,676 95,706,880 


BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
20212020
(Unaudited) (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income$189,382 $213,211 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization50,476 45,458 
Income of investees, net of dividends(12,375)(4,183)
Recognition of losses for pension and postretirement plans2,189 2,382 
Stock-based compensation expense14,861 12,139 
Premium for early redemption of senior notes10,752 — 
Recognition of debt issuance costs from former debt instruments4,212 665 
Other, net1,039 325 
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable99,604 (43,081)
Accounts payable(20,787)9,614 
Retainages(14,780)(25,495)
Contracts in progress and advance billings on contracts(71,020)(65,077)
Income taxes15,723 5,090 
Accrued and other current liabilities1,922 23,350 
Pension liabilities, accrued postretirement benefit obligations and employee benefits(53,430)(29,741)
Other, net7,810 3,437 
NET CASH PROVIDED BY OPERATING ACTIVITIES225,578 148,094 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment(236,656)(179,972)
Acquisition of business— (15,905)
Purchases of securities(3,560)(2,563)
Sales and maturities of securities3,417 4,709 
Other, net2,718 91 
NET CASH USED IN INVESTING ACTIVITIES(234,081)(193,640)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt1,215,800 805,800 
Repayments of long-term debt(825,800)(715,976)
Premium for early redemption of senior notes(10,752)— 
Payment of debt issuance costs(4,838)(6,788)
Repayment of bank overdraft(88,694)— 
Repurchases of common stock(185,778)(20,027)
Dividends paid to common shareholders(60,277)(54,908)
Exercises of stock options2,011 1,989 
Cash paid for shares withheld to satisfy employee taxes(5,031)(5,249)
Other, net(1,282)237 
NET CASH PROVIDED BY FINANCING ACTIVITIES35,359 5,078 
EFFECTS OF EXCHANGE RATE CHANGES ON CASH155 (1,299)
TOTAL INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS27,011 (41,767)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD48,298 92,400 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT END OF PERIOD$75,309 $50,633 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest$32,209 $28,423 
Income taxes (net of refunds)$43,236 $55,688 
SCHEDULE OF NON-CASH INVESTING ACTIVITY:
Accrued capital expenditures included in accounts payable$25,106 $20,613 


BWX TECHNOLOGIES, INC.
BUSINESS SEGMENT INFORMATION
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
(Unaudited)
(In thousands)
REVENUES:
Nuclear Operations Group$386,618 $386,502 $1,170,028 $1,220,529 
Nuclear Power Group83,382 108,104 292,622 264,004 
Nuclear Services Group35,739 33,707 91,356 103,800 
Eliminations(7,012)(8,435)(21,907)(21,727)
TOTAL$498,727 $519,878 $1,532,099 $1,566,606 
 
SEGMENT INCOME:
Nuclear Operations Group$79,372 $68,460 $222,889 $244,791 
Nuclear Power Group8,977 29,199 30,135 38,771 
Nuclear Services Group10,304 7,557 21,811 18,079 
Other(6,186)(5,714)(19,318)(16,673)
SUBTOTAL92,467 99,502 255,517 284,968 
Unallocated Corporate(4,999)(10,732)(11,884)(15,497)
TOTAL$87,468 $88,770 $243,633 $269,471 
 
DEPRECIATION AND AMORTIZATION:
Nuclear Operations Group$10,441 $8,041 $28,979 $24,916 
Nuclear Power Group4,957 4,734 14,856 13,589 
Nuclear Services Group246 180 731 1,473 
Other269 297 806 350 
Corporate1,571 1,641 5,104 5,130 
TOTAL$17,484 $14,893 $50,476 $45,458 
 
CAPITAL EXPENDITURES:
Nuclear Operations Group$32,384 $27,756 $107,512 $93,683 
Nuclear Power Group30,546 32,650 118,441 76,397 
Nuclear Services Group1,605 411 2,495 1,075 
Other166 — 166 235 
Corporate1,785 3,678 8,042 8,582 
TOTAL$66,486 $64,495 $236,656 $179,972 



BWX TECHNOLOGIES, INC.
BUSINESS SEGMENT INFORMATION
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
(Unaudited)
(In thousands)
BACKLOG:
Nuclear Operations Group$3,783,270 $3,610,174 $3,783,270 $3,610,174 
Nuclear Power Group687,806 726,081 687,806 726,081 
Nuclear Services Group30,019 28,759 30,019 28,759 
TOTAL$4,501,095 $4,365,014 $4,501,095 $4,365,014 
BOOKINGS:
Nuclear Operations Group$36,060 $81,845 $1,290,423 $313,426 
Nuclear Power Group96,780 62,724 254,081 132,442 
Nuclear Services Group17,929 11,940 82,863 85,356 
TOTAL$150,769 $156,509 $1,627,367 $531,224