Companies: 10,652     total market cap: $139.334 T
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BWX Technologies
BWXT
#1210
Rank
$18.78 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$205.43
Share price
-2.26%
Change (1 day)
84.08%
Change (1 year)
โ˜ข๏ธ Uranium
Categories
  1. BWX Technologies
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2022 Q3

BWX Technologies - 10-Q quarterly report FY2022 Q3


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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, 2022.
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 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 (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 November 3, 2022 was 91,222,288.

BWX TECHNOLOGIES, INC.
INDEX – FORM 10-Q
 PAGE
PART I – FINANCIAL INFORMATION
2
Condensed Consolidated Balance Sheets
September 30, 2022 and December 31, 2021 (Unaudited)
2
Condensed Consolidated Statements of Income
Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)
4
Condensed Consolidated Statements of Comprehensive Income
Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)
5
Condensed Consolidated Statements of Stockholders' Equity
Three Months Ended March 31, June 30 and September 30, 2022 and 2021 (Unaudited)
6
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2022 and 2021 (Unaudited)
8
Notes to Condensed Consolidated Financial Statements
9
20
29
29
PART II – OTHER INFORMATION
31
31
31
32
33

1
PART I
FINANCIAL INFORMATION
Item 1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30,
2022		December 31,
2021
(Unaudited)
(In thousands)
Current Assets:
Cash and cash equivalents$51,400 $33,891 
Restricted cash and cash equivalents2,908 2,896 
Investments3,820 3,811 
Accounts receivable – trade, net72,404 70,663 
Accounts receivable – other34,145 16,651 
Retainages76,193 51,507 
Contracts in progress545,517 546,595 
Other current assets63,317 47,718 
Total Current Assets849,704 773,732 
Property, Plant and Equipment, Net1,083,436 1,045,640 
Investments7,769 9,558 
Goodwill289,962 285,502 
Deferred Income Taxes20,458 21,394 
Investments in Unconsolidated Affiliates107,430 85,284 
Intangible Assets192,898 185,551 
Other Assets120,401 94,719 
TOTAL$2,672,058 $2,501,380 
See accompanying notes to condensed consolidated financial statements.
2
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30,
2022		December 31,
2021
(Unaudited)
(In thousands, except share
and per share amounts)
Current Liabilities:
Accounts payable$146,543 $189,842 
Accrued employee benefits75,114 71,835 
Accrued liabilities – other80,749 80,998 
Advance billings on contracts98,545 111,619 
Accrued warranty expense5,846 5,321 
Total Current Liabilities406,797 459,615 
Long-Term Debt1,340,722 1,189,304 
Accumulated Postretirement Benefit Obligation21,553 24,333 
Environmental Liabilities94,414 92,642 
Pension Liability48,018 59,388 
Other Liabilities47,618 38,863 
Commitments and Contingencies (Note 5)
Stockholders' Equity:
Common stock, par value $0.01 per share, authorized 325,000,000 shares; issued 127,638,048 and 127,311,985 shares at September 30, 2022 and December 31, 2021, respectively
1,276 1,273 
Preferred stock, par value $0.01 per share, authorized 75,000,000 shares; No shares issued
— — 
Capital in excess of par value186,790 174,288 
Retained earnings1,910,197 1,775,751 
Treasury stock at cost, 36,420,960 and 35,915,747 shares at September 30, 2022 and December 31, 2021, respectively
(1,353,269)(1,326,280)
Accumulated other comprehensive income (loss)(32,280)12,143 
Stockholders' Equity – BWX Technologies, Inc.712,714 637,175 
Noncontrolling interest222 60 
Total Stockholders' Equity712,936 637,235 
TOTAL$2,672,058 $2,501,380 
See accompanying notes to condensed consolidated financial statements.

3
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended September 30,Nine Months Ended September 30,
 2022202120222021
(Unaudited)
(In thousands, except share and per share amounts)
Revenues$523,711 $498,727 $1,608,657 $1,532,099 
Costs and Expenses:
Cost of operations399,281 361,530 1,217,108 1,130,153 
Research and development costs1,426 2,870 6,990 9,491 
Losses (gains) on asset disposals and impairments, net(251)(981)(222)(1,018)
Selling, general and administrative expenses58,160 58,458 172,974 176,037 
Total Costs and Expenses458,616 421,877 1,396,850 1,314,663 
Equity in Income of Investees14,783 10,618 34,881 26,197 
Operating Income79,878 87,468 246,688 243,633 
Other Income (Expense):
Interest income273 160 463 369 
Interest expense(9,625)(11,483)(24,983)(28,725)
Other – net11,496 1,624 35,401 33,316 
Total Other Income (Expense)2,144 (9,699)10,881 4,960 
Income before Provision for Income Taxes
82,022 77,769 257,569 248,593 
Provision for Income Taxes20,185 17,611 61,977 59,211 
Net Income$61,837 $60,158 $195,592 $189,382 
Net Income Attributable to Noncontrolling Interest(234)(244)(366)(372)
Net Income Attributable to BWX Technologies, Inc.$61,603 $59,914 $195,226 $189,010 
Earnings per Common Share:
Basic:
Net Income Attributable to BWX Technologies, Inc.$0.67 $0.64 $2.13 $1.99 
Diluted:
Net Income Attributable to BWX Technologies, Inc.$0.67 $0.63 $2.13 $1.99 
Shares used in the computation of earnings per share (Note 9):
Basic91,407,599 94,277,253 91,455,350 94,978,638 
Diluted91,655,536 94,483,975 91,665,383 95,190,676 
See accompanying notes to condensed consolidated financial statements.
4
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
Three Months Ended September 30,Nine Months Ended September 30,
 2022202120222021
(Unaudited)
(In thousands)
Net Income$61,837 $60,158 $195,592 $189,382 
Other Comprehensive Income (Loss):
Currency translation adjustments(36,906)(10,605)(46,822)4,616 
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax (provision) benefit of $(177), $43, $(7) and $167, respectively
515 (119)19 (491)
Reclassification adjustment for losses included in net income, net of tax benefit of $(74), $(61), $(178) and $(60), respectively
220 181 520 178 
Amortization of benefit plan costs, net of tax benefit of $(163), $(153), $(488) and $(468), respectively
650 561 1,952 1,721 
Unrealized (losses) gains on investments arising during the period, net of tax benefit of $5, $0, $24 and $60, respectively
(20)— (92)89 
Other Comprehensive Income (Loss)(35,541)(9,982)(44,423)6,113 
Total Comprehensive Income26,296 50,176 151,169 195,495 
Comprehensive Income Attributable to Noncontrolling Interest(234)(244)(366)(372)
Comprehensive Income Attributable to BWX Technologies, Inc.$26,062 $49,932 $150,803 $195,123 
See accompanying notes to condensed consolidated financial statements.
5
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common StockCapital In
Excess of
Par Value		Accumulated
Other
Comprehensive
Income (Loss)		Total
Stockholders'
Equity
 SharesPar
Value		Retained
Earnings		Treasury
Stock		Stockholders'
Equity		Noncontrolling
Interest
  (In thousands, except share and per share amounts)
Balance December 31, 2021127,311,985 $1,273 $174,288 $1,775,751 $12,143 $(1,326,280)$637,175 $60 $637,235 
Net income— — — 59,010 — — 59,010 64 59,074 
Dividends declared ($0.22 per share)
— — — (20,279)— — (20,279)— (20,279)
Currency translation adjustments— — — — 5,365 — 5,365 — 5,365 
Derivative financial instruments— — — — 44 — 44 — 44 
Defined benefit obligations— — — — 651 — 651 — 651 
Available-for-sale investments— — — — (24)— (24)— (24)
Exercises of stock options— — — — — — — — — 
Shares placed in treasury— — — — — (26,011)(26,011)— (26,011)
Stock-based compensation charges279,242 3 3,955 — — — 3,958 — 3,958 
Distributions to noncontrolling interests— — — — — — — (59)(59)
Balance March 31, 2022 (unaudited)127,591,227 $1,276 $178,243 $1,814,482 $18,179 $(1,352,291)$659,889 $65 $659,954 
Net income— — — 74,613 — — 74,613 68 74,681 
Dividends declared ($0.22 per share)
— — — (20,273)— — (20,273)— (20,273)
Currency translation adjustments— — — — (15,281)— (15,281)— (15,281)
Derivative financial instruments— — — — (240)— (240)— (240)
Defined benefit obligations— — — — 651 — 651 — 651 
Available-for-sale investments— — — — (48)— (48)— (48)
Exercises of stock options— — — — — — — — — 
Shares placed in treasury— — — — — (33)(33)— (33)
Stock-based compensation charges13,643 — 5,008 — — — 5,008 — 5,008 
Distributions to noncontrolling interests— — — — — — — (69)(69)
Balance June 30, 2022 (unaudited)127,604,870 $1,276 $183,251 $1,868,822 $3,261 $(1,352,324)$704,286 $64 $704,350 
Net income— — — 61,603 — — 61,603 234 61,837 
Dividends declared ($0.22 per share)
— — — (20,228)— — (20,228)— (20,228)
Currency translation adjustments— — — — (36,906)— (36,906)— (36,906)
Derivative financial instruments— — — — 735 — 735 — 735 
Defined benefit obligations— — — — 650 — 650 — 650 
Available-for-sale investments— — — — (20)— (20)— (20)
Exercises of stock options19,345 — 458 — — — 458 — 458 
Shares placed in treasury— — — — — (945)(945)— (945)
Stock-based compensation charges13,833 — 3,081 — — — 3,081 — 3,081 
Distributions to noncontrolling interests— — — — — — — (76)(76)
Balance September 30, 2022 (unaudited)127,638,048 $1,276 $186,790 $1,910,197 $(32,280)$(1,353,269)$712,714 $222 $712,936 
6
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common StockCapital In
Excess of
Par Value		Accumulated
Other
Comprehensive
Income (Loss)		Total
Stockholders'
Equity
 SharesPar
Value		Retained
Earnings		Treasury
Stock		Stockholders'
Equity		Noncontrolling
Interest
  (In thousands, except share and per share amounts)
Balance December 31, 2020127,009,536 $1,270 $153,800 $1,549,950 $8,198 $(1,095,452)$617,766 $2 $617,768 
Net income— — — 69,749 — — 69,749 66 69,815 
Dividends declared ($0.21 per share)
— — — (20,173)— — (20,173)— (20,173)
Currency translation adjustments— — — — 8,001 — 8,001 — 8,001 
Derivative financial instruments— — — — (578)— (578)— (578)
Defined benefit obligations— — — — 580 — 580 — 580 
Available-for-sale investments— — — — 89 — 89 — 89 
Exercises of stock options61,260 — 1,517 — — — 1,517 — 1,517 
Shares placed in treasury— — — — — (24,694)(24,694)— (24,694)
Stock-based compensation charges191,350 3 3,978 — — — 3,981 — 3,981 
Distributions to noncontrolling interests— — — — — — — — — 
Balance March 31, 2021 (unaudited)127,262,146 $1,273 $159,295 $1,599,526 $16,290 $(1,120,146)$656,238 $68 $656,306 
Net income— — — 59,347 — — 59,347 62 59,409 
Dividends declared ($0.21 per share)
— — — (20,164)— — (20,164)— (20,164)
Currency translation adjustments— — — — 7,220 — 7,220 — 7,220 
Derivative financial instruments— — — — 203 — 203 — 203 
Defined benefit obligations— — — — 580 — 580 — 580 
Available-for-sale investments— — — — — — — — — 
Exercises of stock options13,936 — 339 — — — 339 — 339 
Shares placed in treasury— — — — — (58)(58)— (58)
Stock-based compensation charges11,597 — 5,292 — — — 5,292 — 5,292 
Distributions to noncontrolling interests— — — — — — — (40)(40)
Balance June 30, 2021 (unaudited)127,287,679 $1,273 $164,926 $1,638,709 $24,293 $(1,120,204)$708,997 $90 $709,087 
Net income— — — 59,914 — — 59,914 244 60,158 
Dividends declared ($0.21 per share)
— — — (20,145)— — (20,145)— (20,145)
Currency translation adjustments— — — — (10,605)— (10,605)— (10,605)
Derivative financial instruments— — — — 62 — 62 — 62 
Defined benefit obligations— — — — 561 — 561 — 561 
Available-for-sale investments— — — — — — — — — 
Exercises of stock options— — — — — — — — — 
Shares placed in treasury— — — — — (166,057)(166,057)— (166,057)
Stock-based compensation charges16,313 — 5,588 — — — 5,588 — 5,588 
Distributions to noncontrolling interests— — — — — — — (75)(75)
Balance September 30, 2021 (unaudited)127,303,992 $1,273 $170,514 $1,678,478 $14,311 $(1,286,261)$578,315 $259 $578,574 
See accompanying notes to condensed consolidated financial statements.
7
BWX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
 20222021
 (Unaudited) (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income$195,592 $189,382 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization54,808 50,476 
Income of investees, net of dividends(10,733)(12,375)
Recognition of losses for pension and postretirement plans2,441 2,189 
Stock-based compensation expense12,047 14,861 
Premium for early redemption of senior notes— 10,752 
Recognition of debt issuance costs from former debt instruments— 4,212 
Other, net1,966 1,039 
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable10,518 99,604 
Accounts payable(17,996)(20,787)
Retainages(24,684)(14,780)
Contracts in progress and advance billings on contracts(42,824)(71,020)
Income taxes(4,019)15,723 
Accrued and other current liabilities(8,487)1,922 
Pension liabilities, accrued postretirement benefit obligations and employee benefits(34,994)(53,430)
Other, net3,400 7,810 
NET CASH PROVIDED BY OPERATING ACTIVITIES137,035 225,578 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment(134,591)(236,656)
Acquisition of business, net of cash acquired(47,328)— 
Purchases of securities(2,700)(3,560)
Sales and maturities of securities2,667 3,417 
Investments, net of return of capital, in equity method investees(11,450)— 
Other, net324 2,718 
NET CASH USED IN INVESTING ACTIVITIES(193,078)(234,081)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt373,700 1,215,800 
Repayments of long-term debt(223,700)(825,800)
Premium for early redemption of senior notes— (10,752)
Payment of debt issuance costs— (4,838)
Repayment of bank overdraft— (88,694)
Repurchases of common stock(20,000)(185,778)
Dividends paid to common shareholders(60,894)(60,277)
Exercises of stock options57 2,011 
Cash paid for shares withheld to satisfy employee taxes(6,588)(5,031)
Settlements of forward contracts, net13,917 (1,167)
Other(204)(115)
NET CASH PROVIDED BY FINANCING ACTIVITIES76,288 35,359 
EFFECTS OF EXCHANGE RATE CHANGES ON CASH(3,093)155 
TOTAL INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS
17,152 27,011 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD39,775 48,298 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT END OF PERIOD$56,927 $75,309 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest$26,809 $32,209 
Income taxes (net of refunds)$67,555 $43,236 
SCHEDULE OF NON-CASH INVESTING ACTIVITY:
Accrued capital expenditures included in accounts payable$7,427 $25,106 
See accompanying notes to condensed consolidated financial statements.
8
BWX TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(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, 2021 (our "2021 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 in our condensed consolidated statements of cash flows to conform to the presentation for the nine months ended September 30, 2022. We classify assets and liabilities related to long-term contracts as current using the duration of the related contract or program as our operating cycle, which is generally longer than one year. 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 two reportable segments: Government Operations and Commercial Operations. Our reportable segments reflect changes we made during the first quarter of 2022 to better align our businesses by their government and commercial nature, which reflects the manner in which our operating segment information is reported for purposes of assessing operating performance and allocating resources. Prior to 2022, we reported three segments: Nuclear Operations Group, Nuclear Power Group and Nuclear Services Group.
Our Government Operations segment consists of our legacy Nuclear Operations Group and Nuclear Services Group segments with certain research and development activities in the areas of advanced reactors and advanced manufacturing. Our Commercial Operations segment consists of our legacy Nuclear Power Group segment with certain research and development and commercialization activities in the areas of medical and industrial radioisotopes. Both segments now include research and development and certain commercialization activities associated with new technologies previously reported outside of our reportable segments. The change in our reportable segments had no impact on our previously reported consolidated results of operations, financial condition or cash flows. We have applied the change in reportable segments to previously reported historical financial information and related disclosures included in this quarterly report on Form 10-Q. Our reportable segments are further described as follows:
•Our Government Operations segment manufactures naval nuclear reactors, including the related nuclear fuel, for the U.S. Naval Nuclear Propulsion Program for use in submarines and aircraft carriers. Through this segment, we also fabricate fuel-bearing precision components that range in weight from a few grams to hundreds of tons, manufacture electro-mechanical equipment, perform design, manufacturing, inspection, assembly and testing activities and downblend Cold War-era government stockpiles of high-enriched uranium. In addition, we supply proprietary and sole-source valves, manifolds and fittings to global naval and ship customers. 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. This segment also provides various other services, primarily through joint ventures, to the U.S. Government including 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, the Office of Nuclear Energy, the Office of Science and the Office of Environmental Management, and NASA. In addition, 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.
9
•Our Commercial Operations 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 and supplies nuclear-grade materials and precisely machined components for nuclear utility customers. We have supplied the nuclear industry with more than 1,300 large, heavy components worldwide, and we are 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 global manufacturer and supplier of critical medical radioisotopes and radiopharmaceuticals for research, diagnostic and therapeutic uses.
See Note 8 and Note 3 for financial information about our segments. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information, refer to the consolidated financial statements and notes included in our 2021 10-K.
Recently Adopted Accounting Standards
There were no accounting standards adopted during the nine months ended September 30, 2022.
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 Commercial Operations 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.
Provision for Income Taxes
We are subject to federal income tax in the U.S., Canada and the United Kingdom 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, 2022 was 24.6% as compared to 22.6% for the three months ended September 30, 2021. Our effective tax rate for the nine months ended September 30, 2022 was 24.1% as compared to 23.8% for the nine months ended September 30, 2021. The effective tax rates for the three and nine months ended September 30, 2022 and 2021 were 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.
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
At September 30, 2022, we had restricted cash and cash equivalents totaling $5.5 million, $2.6 million of which was held for future decommissioning of facilities (which is included in Other Assets on our condensed consolidated balance sheets) and $2.9 million of which was held to meet reinsurance reserve requirements of our captive insurer.
10
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,
2022		December 31,
2021
 (In thousands)
Cash and cash equivalents$51,400 $33,891 
Restricted cash and cash equivalents2,908 2,896 
Restricted cash and cash equivalents included in Other Assets2,619 2,988 
Total cash and cash equivalents and restricted cash and cash equivalents as presented on our condensed consolidated statement of cash flows
$56,927 $39,775 
Inventories
At September 30, 2022 and December 31, 2021, Other current assets included inventories totaling $31.8 million and $16.3 million, respectively, consisting entirely of raw materials and supplies.
Property, Plant and Equipment, Net
Property, plant and equipment, net is stated at cost and is set forth below:
 September 30,
2022		December 31,
2021
 (In thousands)
Land$9,839 $9,538 
Buildings347,438 321,872 
Machinery and equipment1,007,852 957,423 
Property under construction484,023 487,856 
1,849,152 1,776,689 
Less: Accumulated depreciation765,716 731,049 
Property, Plant and Equipment, Net$1,083,436 $1,045,640 
Accumulated Other Comprehensive Income (Loss)
The components of Accumulated other comprehensive income (loss) included in Stockholders' Equity are as follows:
September 30,
2022		December 31,
2021
 (In thousands)
Currency translation adjustments$(16,195)$30,627 
Net unrealized loss on derivative financial instruments(155)(694)
Unrecognized prior service cost on benefit obligations(16,070)(18,022)
Net unrealized gain on available-for-sale investments140 232 
Accumulated other comprehensive income (loss)$(32,280)$12,143 
11
The amounts reclassified out of Accumulated other comprehensive income (loss) 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,		 
 2022202120222021 
Accumulated Other Comprehensive Income (Loss) Component Recognized
(In thousands)Line Item Presented
Realized gain (loss) on derivative financial instruments
$(152)$194 $(86)$326 Revenues
(142)(436)(612)(564)Cost of operations
(294)(242)(698)(238)Total before tax
74 61 178 60 Provision for Income Taxes
$(220)$(181)$(520)$(178)Net Income
Amortization of prior service cost on benefit obligations
$(813)$(714)$(2,440)$(2,189)Other – net
163 153 488 468 Provision for Income Taxes
$(650)$(561)$(1,952)$(1,721)Net Income
Total reclassification for the period
$(870)$(742)$(2,472)$(1,899)
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 and loans between domestic and foreign subsidiaries 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 (loss) 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, 2022, we had deferred approximately $0.2 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. For the three months ended September 30, 2022 and 2021, we recognized (gains) of $(36.6) million and $(7.8) million, respectively, and for the nine months ended September 30, 2022 and 2021, we recognized (gains) losses of $(36.2) million and $0.9 million, respectively, in Other – net on our condensed consolidated statements of income associated with FX forward contracts not designated as hedging instruments.
At September 30, 2022, our derivative financial instruments consisted of FX forward contracts with a total notional value of $442.4 million with maturities extending to December 2024. 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.
12
NOTE 2 – ACQUISITIONS
Dynamic Controls Limited and Citadel Capital Corporation
On April 11, 2022, our subsidiary BWXT Government Group, Inc. acquired all of the outstanding stock of U.K.-based Dynamic Controls Limited ("Dynamic") and U.S.-based Citadel Capital Corporation, along with its wholly-owned subsidiary, Cunico Corporation ("Cunico"), for approximately $49.9 million. Our preliminary purchase price allocation resulted in the recognition of $28.5 million of Intangible Assets, $8.4 million of inventory and $16.6 million of Goodwill, which includes an adjustment to our initial purchase price allocation of $(1.1) million to intangible assets with an offsetting increase to goodwill. In addition, we recognized right-of-use assets and lease liabilities of $7.2 million. The assets acquired and liabilities assumed have been recorded at preliminary estimates of fair value as determined by management, based on information currently available and on current assumptions of future operations, and are subject to change upon completion of acquisition accounting. Dynamic and Cunico are suppliers of highly-engineered, proprietary valves, manifolds and fittings for global naval nuclear and diesel-electric submarines, surface warfare ships and commercial shipping vessels. These companies are reported as part of our Government Operations segment.
The intangible assets included above consist of the following (dollar amounts in thousands):
 AmountAmortization Period
Customer relationships$17,700 21 years
Backlog$6,600 5 years
Unpatented technology$4,200 8 years
NOTE 3 – REVENUE RECOGNITION
As described in Note 1, our operations are assessed based on two reportable segments. In connection with our segment reporting change, we have revised historical amounts to conform to current segment presentation.
Disaggregated Revenues
Revenues by geographic area and customer type were as follows:
 Three Months Ended September 30, 2022Three Months Ended September 30, 2021
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
United States:
Government$402,300 $— $402,300 $388,931 $— $388,931 
Non-Government16,753 7,700 24,453 26,313 11,493 37,806 
$419,053 $7,700 $426,753 $415,244 $11,493 $426,737 
Canada:
Non-Government$658 $90,143 $90,801 $887 $69,285 $70,172 
Other:
Government$346 $— $346 $— $— $— 
Non-Government2,464 3,951 6,415 1,008 2,604 3,612 
$2,810 $3,951 $6,761 $1,008 $2,604 $3,612 
Segment Revenues$422,521 $101,794 524,315 $417,139 $83,382 500,521 
Eliminations(604)(1,794)
Revenues$523,711 $498,727 
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 Nine Months Ended September 30, 2022Nine Months Ended September 30, 2021
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
United States:
Government$1,219,340 $— $1,219,340 $1,171,584 $— $1,171,584 
Non-Government62,547 23,770 86,317 67,242 33,253 100,495 
$1,281,887 $23,770 $1,305,657 $1,238,826 $33,253 $1,272,079 
Canada:
Non-Government$2,477 $283,298 $285,775 $2,541 $245,216 $247,757 
Other:
Government$1,071 $— $1,071 $— $— $— 
Non-Government5,400 13,198 18,598 4,544 14,153 18,697 
$6,471 $13,198 $19,669 $4,544 $14,153 $18,697 
Segment Revenues$1,290,835 $320,266 1,611,101 $1,245,911 $292,622 1,538,533 
Eliminations(2,444)(6,434)
Revenues$1,608,657 $1,532,099 
Revenues by timing of transfer of goods or services were as follows:
 Three Months Ended September 30, 2022Three Months Ended September 30, 2021
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
Over time$422,459 $87,159 $509,618 $417,139 $68,983 $486,122 
Point-in-time62 14,635 14,697 — 14,399 14,399 
Segment Revenues$422,521 $101,794 524,315 $417,139 $83,382 500,521 
Eliminations(604)(1,794)
Revenues$523,711 $498,727 
 Nine Months Ended September 30, 2022Nine Months Ended September 30, 2021
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
Over time$1,290,745 $277,654 $1,568,399 $1,245,797 $254,727 $1,500,524 
Point-in-time90 42,612 42,702 114 37,895 38,009 
Segment Revenues$1,290,835 $320,266 1,611,101 $1,245,911 $292,622 1,538,533 
Eliminations(2,444)(6,434)
Revenues$1,608,657 $1,532,099 
Revenues by contract type were as follows:
 Three Months Ended September 30, 2022Three Months Ended September 30, 2021
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
Fixed-Price Incentive Fee$308,827 $2,531 $311,358 $306,037 $3,452 $309,489 
Firm-Fixed-Price47,359 69,170 116,529 62,739 69,993 132,732 
Cost-Plus Fee65,679 — 65,679 46,738 — 46,738 
Time-and-Materials656 30,093 30,749 1,625 9,937 11,562 
Segment Revenues$422,521 $101,794 524,315 $417,139 $83,382 500,521 
Eliminations(604)(1,794)
Revenues$523,711 $498,727 
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 Nine Months Ended September 30, 2022Nine Months Ended September 30, 2021
Government OperationsCommercial OperationsTotalGovernment OperationsCommercial OperationsTotal
 (In thousands)
Fixed-Price Incentive Fee$935,200 $7,047 $942,247 $927,206 $7,672 $934,878 
Firm-Fixed-Price191,597 222,503 414,100 189,462 213,326 402,788 
Cost-Plus Fee161,167 — 161,167 123,575 — 123,575 
Time-and-Materials2,871 90,716 93,587 5,668 71,624 77,292 
Segment Revenues$1,290,835 $320,266 1,611,101 $1,245,911 $292,622 1,538,533 
Eliminations(2,444)(6,434)
Revenues$1,608,657 $1,532,099 
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 and nine months ended September 30, 2022, we recognized net changes in estimates related to contracts that recognize revenue over time that resulted in increases in revenues of $4.2 million and $1.1 million, respectively. During the nine months ended September 30, 2022, we recognized an increase in cost of operations of $2.2 million. Included in these amounts are contract adjustments for cost overruns related to the manufacture of non-nuclear components being produced within our Government Operations segment. We recognized a decrease in operating income of $11.3 million for the nine months ended September 30, 2022, related to this matter. These contract adjustments resulted in decreases in earnings per share of $0.09 for the nine months ended September 30, 2022. We are exploring opportunities for recovery of cost overruns related to this project. During the three and nine months ended September 30, 2021, we recognized net favorable changes in estimates related to contracts that recognize revenue over time that resulted in increases in revenues of $18.1 million and $27.8 million, 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 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 receivables. 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. Our fixed-price incentive fee contracts for our Government Operations segment include provisions that result in an increase in retainages on contracts during the first and third quarters of the year, with larger payments received 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,
 20222021
 (In thousands)
Included in Contracts in progress:
Unbilled receivables$523,924 $528,644 
Retainages$76,193 $51,507 
Included in Other Assets:
Retainages$1,261 $1,271 
Advance billings on contracts$98,545 $111,619 
During the three months ended September 30, 2022 and 2021, we recognized $11.2 million and $14.0 million, respectively, of revenues that were in Advance billings on contracts at the beginning of each year. During the nine months ended September 30, 2022 and 2021, we recognized $88.5 million and $67.1 million, respectively, of revenues that were in Advance billings on contracts at the beginning of each year.
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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. At September 30, 2022, our remaining performance obligations were $4,318.9 million. We expect to recognize approximately 46% of the revenue associated with our remaining performance obligations by the end of 2023, with the remainder to be recognized thereafter.
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, 2022 and 2021, these amounts were $3.1 million and $3.0 million, respectively. For the nine months ended September 30, 2022 and 2021, these amounts were $9.3 million and $9.3 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, 2022 and 2021, these amounts were $(12.6) million and $(13.0) million, respectively. For the nine months ended September 30, 2022 and 2021, these amounts were $(37.8) million and $(40.0) million, respectively. Components of net periodic benefit cost included in net income were as follows:
 Pension BenefitsOther Benefits
Three Months Ended
September 30,		Nine Months Ended
September 30,		Three Months Ended
September 30,		Nine Months Ended
September 30,
 20222021202220212022202120222021
 (In thousands)
Service cost$2,945 $2,824 $8,850 $8,753 $163 $180 $494 $566 
Interest cost7,825 6,846 23,504 20,381 345 330 1,039 898 
Expected return on plan assets
(20,863)(20,477)(62,619)(61,339)(738)(437)(2,213)(2,168)
Amortization of prior service cost (credit)
807 758 2,421 2,322 7 (44)20 (133)
Net periodic benefit income$(9,286)$(10,049)$(27,844)$(29,883)$(223)$29 $(660)$(837)
NOTE 5 – COMMITMENTS AND CONTINGENCIES
There were no material contingencies during the period covered by this Form 10-Q.
NOTE 6 – FAIR VALUE MEASUREMENTS
Investments
The following is a summary of our investments measured at fair value at September 30, 2022:
TotalLevel 1Level 2Level 3Unclassified
 (In thousands)
Equity securities
Mutual funds$5,968 $— $5,968 $— $— 
Available-for-sale securities
U.S. Government and agency securities3,272 3,272 — — — 
Corporate bonds2,304 1,756 548 — — 
Asset-backed securities and collateralized mortgage obligations45 — 45 — — 
Total$11,589 $5,028 $6,561 $— $— 
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The following is a summary of our investments measured at fair value at December 31, 2021:
TotalLevel 1Level 2Level 3Unclassified
 (In thousands)
Equity securities
Mutual funds$7,650 $— $7,650 $— $— 
Available-for-sale securities
U.S. Government and agency securities2,738 2,738 — — — 
Corporate bonds2,926 1,852 1,074 — — 
Asset-backed securities and collateralized mortgage obligations55 — 55 — — 
Total$13,369 $4,590 $8,779 $— $— 
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, 2022 and December 31, 2021, we had FX forward contracts outstanding to purchase or sell foreign currencies, primarily Canadian dollars and Euros, with a total fair value of $18.3 million and $(3.2) million, respectively. Derivative assets and liabilities are included in Accounts receivable – other and Accounts payable, respectively, on our condensed consolidated balance sheets.
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 4.125% senior notes due 2028 (the "Senior Notes due 2028") and our 4.125% senior notes due 2029 (the "Senior Notes due 2029"), 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, 2022 and December 31, 2021, the fair value of the Senior Notes due 2028 was $351.0 million and $406.3 million, respectively, and the fair value of the Senior Notes due 2029 was $347.7 million and $406.5 million, respectively. The fair value of our remaining debt instruments approximated their carrying values at September 30, 2022 and December 31, 2021.
NOTE 7 – STOCK-BASED COMPENSATION
Stock-based compensation recognized for all of our plans for the three months ended September 30, 2022 and 2021 totaled $3.2 million and $5.5 million, respectively, with associated tax benefit totaling $0.5 million and $1.0 million, respectively. Stock-based compensation recognized for all of our plans for the nine months ended September 30, 2022 and 2021 totaled $12.4 million and $14.7 million, respectively, with associated tax benefit totaling $2.1 million and $2.5 million, respectively.
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NOTE 8 – SEGMENT REPORTING
As described in Note 1, our operations are assessed based on two reportable segments. In connection with our segment reporting change, we have revised historical amounts to conform to current segment presentation. An analysis of our operations by reportable segment is as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
 2022202120222021
 (In thousands)
REVENUES:
Government Operations$422,521 $417,139 $1,290,835 $1,245,911 
Commercial Operations101,794 83,382 320,266 292,622 
Eliminations (1)
(604)(1,794)(2,444)(6,434)
$523,711 $498,727 $1,608,657 $1,532,099 
(1)Segment revenues are net of the following intersegment transfers:
Government Operations Transfers$(604)$(1,672)$(2,378)$(5,788)
Commercial Operations Transfers— (122)(66)(646)
$(604)$(1,794)$(2,444)$(6,434)
OPERATING INCOME:
Government Operations$77,735 $87,542 $233,749 $238,658 
Commercial Operations6,847 4,925 23,673 16,859 
$84,582 $92,467 $257,422 $255,517 
Unallocated Corporate (2)
(4,704)(4,999)(10,734)(11,884)
Total Operating Income$79,878 $87,468 $246,688 $243,633 
Other Income (Expense)2,144 (9,699)10,881 4,960 
Income before Provision for Income Taxes$82,022 $77,769 $257,569 $248,593 
(2)Unallocated corporate includes general corporate overhead not allocated to segments.
September 30,
2022		December 31,
2021
(In thousands)
SEGMENT ASSETS:
Government Operations$1,526,835 $1,430,863 
Commercial Operations998,155 976,382 
Total Segment Assets$2,524,990 $2,407,245 
Corporate Assets147,068 94,135 
Total Assets$2,672,058 $2,501,380 
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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,
 2022202120222021
 (In thousands, except share and per share amounts)
Basic:
Net Income Attributable to BWX Technologies, Inc.$61,603 $59,914 $195,226 $189,010 
Weighted-average common shares91,407,599 94,277,253 91,455,350 94,978,638 
Basic earnings per common share$0.67 $0.64 $2.13 $1.99 
Diluted:
Net Income Attributable to BWX Technologies, Inc.$61,603 $59,914 $195,226 $189,010 
Weighted-average common shares (basic)91,407,599 94,277,253 91,455,350 94,978,638 
Effect of dilutive securities:
Stock options, restricted stock units and performance shares (1)
247,937 206,722 210,033 212,038 
Adjusted weighted-average common shares91,655,536 94,483,975 91,665,383 95,190,676 
Diluted earnings per common share$0.67 $0.63 $2.13 $1.99 
(1)At September 30, 2022 and 2021, we excluded 31,507 and 0 shares, respectively, from our diluted share calculation as their effect would have been antidilutive.
NOTE 10 – SUBSEQUENT EVENT
On October 12, 2022, we entered into an Amended and Restated Credit Agreement (the "New Credit Facility") with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, which amended and restated our then existing secured credit facility (the "Former Credit Facility"). The New Credit Facility includes a $750 million senior secured revolving credit facility (the "New Revolving Credit Facility") and a $250 million senior secured term A loan (the "New Term Loan"). The New Revolving Credit Facility and the New Term Loan are scheduled to mature on October 12, 2027. All proceeds from the New Term Loan were used to repay outstanding indebtedness under the Former Credit Facility.
As of October 12, 2022, outstanding borrowings under the New Credit Facility totaled $570.0 million, comprising $250.0 million under the New Term Loan and $320.0 million under the New Revolving Credit Facility, and letters of credit issued under the New Revolving Credit Facility totaled $37.1 million. As a result, as of October 12, 2022, the Company had $392.9 million available under the New Revolving Credit Facility for borrowings and to meet letter of credit requirements.
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Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Item 1 in Part I of this quarterly report on Form 10-Q ("Report"), as well as the audited consolidated financial statements and the related notes and Item 7 of our annual report on Form 10-K for the year ended December 31, 2021 (our "2021 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.
Cautionary Statement Concerning Forward-Looking Statements
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, as amended (the "Exchange Act"). 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, margin improvement initiatives or impacts of the novel strain of coronavirus ("COVID-19") pandemic 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 Company, industries and business environment. 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. For example, the extent to which the COVID-19 pandemic will continue to impact our business will depend on future developments that are highly uncertain and cannot be predicted, including the potential recurrence of COVID-19, subsequent waves or strains or the emergence of similar diseases, the actions to contain the impact of such diseases and potential responses to such actions by our suppliers, contractors and employees. 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 Item 1A of our 2021 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, including under the heading "COVID-19 Assessment" of this Item 2 and Item 1A of our 2021 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 2021 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 two reportable segments: Government Operations and Commercial Operations. Our reportable segments reflect changes we made during the first quarter of 2022 to better align our businesses by their government and commercial nature, which reflects the manner in which our operating segment information is reported for purposes of assessing operating performance and allocating resources. Prior to 2022, we reported three segments: Nuclear Operations Group, Nuclear Power Group and Nuclear Services Group.
Our Government Operations segment consists of our legacy Nuclear Operations Group and Nuclear Services Group segments with certain research and development activities in the areas of advanced reactors and advanced manufacturing. Our Commercial Operations segment consists of our legacy Nuclear Power Group segment with certain research and development and commercialization activities in the areas of medical and industrial radioisotopes. Both segments now include research and development and certain commercialization activities associated with new technologies previously reported outside of our reportable segments. The change in our reportable segments had no impact on our previously reported consolidated results of
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operations, financial condition or cash flows. We have applied the change in reportable segments to previously reported historical financial information and related disclosures included in this Report.
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.
Government Operations
The revenues of our Government Operations 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 U.S. Department of Energy ("DOE")/National Nuclear Safety Administration's Naval Nuclear Propulsion Program. In addition, we perform fabrication activities for missile launch tubes for U.S. Navy submarines and supply proprietary and sole-source valves, manifolds and fittings to global naval and ship customers. As a supplier of major nuclear components for certain U.S. Government programs, this segment is a significant participant in the defense industry.
This segment also provides various services to the U.S. Government by managing and operating high-consequence operations at U.S. nuclear weapons sites, national laboratories and manufacturing complexes. The revenues and equity in income of investees under these types of 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 these sites. With our specialized capabilities of full life-cycle management of special materials, facilities and technologies, we believe this segment is well-positioned to continue participating in the ongoing cleanup, operation and management of critical government-owned nuclear sites, laboratories and manufacturing complexes maintained by the DOE, NASA and other federal agencies.
Additionally, 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.
Commercial Operations
Through this segment, we design and manufacture commercial nuclear steam generators, heat exchangers, pressure vessels, reactor components, as well as other auxiliary equipment, including containers for the storage of spent nuclear fuel and other high-level nuclear waste. This segment is a leading supplier of nuclear fuel, fuel handling systems, tooling delivery systems, nuclear-grade materials and precisely machined components, 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 global manufacturer and supplier of critical medical radioisotopes and radiopharmaceuticals.
Our Commercial Operations segment's overall activity primarily depends on the demand and competitiveness of nuclear energy and the demand for radioisotopes and radiopharmaceuticals for research, diagnostic and therapeutic uses. A significant portion of our Commercial Operations segment's operations depends on the timing of maintenance 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.
Acquisition of Dynamic Controls Limited and Citadel Capital Corporation
On April 11, 2022, our subsidiary BWXT Government Group, Inc. acquired all of the outstanding stock of U.K.-based Dynamic Controls Limited ("Dynamic") and U.S.-based Citadel Capital Corporation, along with its wholly-owned subsidiary, Cunico Corporation ("Cunico"). Dynamic and Cunico are suppliers of highly-engineered, proprietary valves, manifolds and fittings for global naval nuclear and diesel-electric submarines, surface warfare ships and commercial shipping vessels. These companies are reported as part of our Government Operations segment.
For additional information on the acquisition of Dynamic and Cunico, see Note 2 to our condensed consolidated financial statements included in this Report.
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Critical Accounting 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 of our 2021 10-K. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2022.
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, 2022, 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 the cost of labor, 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 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 and nine months ended September 30, 2022, we recognized net changes in estimates related to contracts that recognize revenue over time, which increased (decreased) operating income by approximately $4.2 million and $(1.1) million, respectively. Included in these amounts are contract adjustments for cost overruns related to the manufacture of non-nuclear components being produced within our Government Operations segment. We have recognized a decrease in operating income of $11.3 million for the nine months ended September 30, 2022 related to this matter. These contract adjustments resulted in a decrease in earnings per share of $0.09 for the nine months ended September 30, 2022. We are exploring opportunities for recovery of cost overruns related to this project. During the three and nine months ended September 30, 2021, we recognized net changes in estimates related to contracts that recognize revenue over time, which increased operating income by approximately $18.1 million and $27.8 million, respectively.
COVID-19 Assessment
General
We continue to monitor the COVID-19 pandemic and its impacts and potential impacts on our business. We continue to operate our facilities and have taken numerous precautions to mitigate exposure and protect the health and well-being of our workforce, including arranging for the vaccination of our workforce, where possible. To date, we have experienced localized operational challenges as a result of employee illness, quarantines and social distancing protocols, but the severity of these impacts has subsided significantly. Because developments related to the spread of COVID-19 and its impacts continue to change, it is difficult to predict any future impact at this time. Additionally, COVID-19 may also adversely impact our supply chain and other manufacturers, which could delay our receipt of essential goods and services. Any number of these potential risks could have a material adverse effect on our financial condition, results of operations and cash flows.
Government Assistance
On March 27, 2020, the U.S. Government enacted the Coronavirus Aid, Relief and Economic Security Act, which, among other things, provides employers an option to defer payroll tax payments for a limited period. As of September 30, 2022, we have deferred $10.7 million of payroll taxes which are due by January 2023. Additionally, on April 11, 2020, the Canadian Government enacted the Canada Emergency Wage Subsidy ("CEWS") under the COVID-19 Economic Response Plan to prevent large layoffs and help employers offset a portion of their employee salaries and wages for a limited period. During the nine months ended September 30, 2022, we recognized subsidies under the CEWS as an offset to operating expenses of $0.6 million, compared to $0.7 million and $4.9 million during the three and nine months ended September 30, 2021, respectively. The timeframe for submitting new claims under the CEWS ended in May 2022, and we do not expect to qualify for further assistance under this program.
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Results of Operations – Three and Nine Months Ended September 30, 2022 vs. Three and Nine Months Ended September 30, 2021
Selected financial highlights are presented in the table below:
 Three Months Ended
September 30,		 Nine Months Ended
September 30,		 
 20222021$ Change20222021$ Change
 (In thousands)
REVENUES:
Government Operations$422,521 $417,139 $5,382 $1,290,835 $1,245,911 $44,924 
Commercial Operations101,794 83,382 18,412 320,266 292,622 27,644 
Eliminations(604)(1,794)1,190 (2,444)(6,434)3,990 
$523,711 $498,727 $24,984 $1,608,657 $1,532,099 $76,558 
OPERATING INCOME:
Government Operations$77,735 $87,542 $(9,807)$233,749 $238,658 $(4,909)
Commercial Operations6,847 4,925 1,922 23,673 16,859 6,814 
$84,582 $92,467 $(7,885)$257,422 $255,517 $1,905 
Unallocated Corporate(4,704)(4,999)295 (10,734)(11,884)1,150 
Total Operating Income$79,878 $87,468 $(7,590)$246,688 $243,633 $3,055 
Consolidated Results of Operations
Three months ended September 30, 2022 vs. 2021
Consolidated revenues increased 5.0%, or $25.0 million, to $523.7 million in the three months ended September 30, 2022 compared to $498.7 million for the corresponding period of 2021, due to increases in our Government Operations and Commercial Operations segments of $5.4 million and $18.4 million, respectively.
Consolidated operating income decreased $7.6 million to $79.9 million in the three months ended September 30, 2022 compared to $87.5 million for the corresponding period of 2021. Operating income in our Government Operations segment decreased $9.8 million, which was partially offset by an increase in operating income in our Commercial Operations segment of $1.9 million and lower Unallocated Corporate expenses of $0.3 million when compared to the corresponding period of the prior year.
Nine months ended September 30, 2022 vs. 2021
Consolidated revenues increased 5.0%, or $76.6 million, to $1,608.7 million in the nine months ended September 30, 2022 compared to $1,532.1 million for the corresponding period of 2021, due to increases in our Government Operations and Commercial Operations segments of $44.9 million and $27.6 million, respectively.
Consolidated operating income increased $3.1 million to $246.7 million in the nine months ended September 30, 2022 compared to $243.6 million for the corresponding period of 2021. Operating income in our Commercial Operations segment increased by $6.8 million in addition to lower Unallocated Corporate expenses of $1.2 million when compared to the corresponding period of the prior year. These increases were partially offset by a decrease in operating income in our Government Operations segment of $4.9 million.
Government Operations
 Three Months Ended
September 30,		 Nine Months Ended
September 30,		 
 20222021$ Change20222021$ Change
 (In thousands)
Revenues$422,521 $417,139 $5,382 $1,290,835 $1,245,911 $44,924 
Operating Income$77,735 $87,542 $(9,807)$233,749 $238,658 $(4,909)
% of Revenues18.4%21.0%18.1%19.2%
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Three months ended September 30, 2022 vs. 2021
Revenues increased $5.4 million, or 1.3%, to $422.5 million in the three months ended September 30, 2022 compared to $417.1 million for the corresponding period of 2021. The increase was primarily related to additional volume in the manufacture of nuclear components for U.S. Government programs, which was partially offset by the timing of the procurement of certain long-lead materials when compared to the corresponding period of the prior year.
Operating income decreased $9.8 million to $77.7 million in the three months ended September 30, 2022 compared to $87.5 million for the corresponding period of 2021. The decrease was primarily related to lower levels of favorable contract adjustments of $14.1 million when compared to the corresponding period of the prior year. These decreases were partially offset by the operating income impact of the changes in revenues noted above in addition to an increase in operating income of $4.3 million associated with our joint venture activities, which include the Savannah River Site Integrated Mission Completion Contract that was awarded in 2021.
Nine months ended September 30, 2022 vs. 2021
Revenues increased 3.6%, or $44.9 million, to $1,290.8 million in the nine months ended September 30, 2022 compared to $1,245.9 million for the corresponding period of 2021. The increase was primarily related to additional volume in the manufacture of nuclear components for U.S. Government programs and the timing of the procurement of certain long-lead materials totaling $46.3 million when compared to the corresponding period of the prior year. We also experienced an increase in revenues of $9.1 million related to continued growth in design and engineering work executed by our advanced technologies business, particularly in the defense and space markets. These increases were offset by a reduction in volume related to missile tubes totaling $24.5 million.
Operating income decreased $4.9 million to $233.7 million in the nine months ended September 30, 2022 compared to $238.7 million for the corresponding period of 2021. The decrease was primarily related to lower levels of favorable contract adjustments of $34.1 million, inclusive of an $11.3 million adjustment related to the manufacture of non-nuclear components, which was recorded in the second quarter of 2022. These decreases were partially offset by the operating income impact of the changes in revenues noted above in addition to an increase in operating income of $9.3 million associated with our joint venture activities, which include the Savannah River Site Integrated Mission Completion Contract that was awarded in 2021.
Commercial Operations
 Three Months Ended
September 30,		 Nine Months Ended
September 30,		 
 20222021$ Change20222021$ Change
 (In thousands)
Revenues$101,794 $83,382 $18,412 $320,266 $292,622 $27,644 
Operating Income$6,847 $4,925 $1,922 $23,673 $16,859 $6,814 
% of Revenues6.7%5.9%7.4%5.8%
Three months ended September 30, 2022 vs. 2021
Revenues increased 22.1%, or $18.4 million, to $101.8 million in the three months ended September 30, 2022 compared to $83.4 million for the corresponding period of 2021. The increase was primarily related to higher levels of in-plant inspection, maintenance and modification services totaling $19.0 million as well as higher levels of revenue in our nuclear fuel handling business. These increases were partially offset by decreased revenues in our fuel fabrication business of $3.6 million when compared to the corresponding period of the prior year.
Operating income increased $1.9 million to $6.8 million in the three months ended September 30, 2022 compared to $4.9 million for the corresponding period of 2021, due to the operating income impact of the changes in revenues noted above as well as a favorable shift in our project and product line mix when compared to the corresponding period of the prior year. These operating income improvements were partially offset by a $2.0 million gain resulting from the settlement of contingent consideration associated with a prior acquisition, which was recorded in the prior year.
Nine months ended September 30, 2022 vs. 2021
Revenues increased 9.4%, or $27.6 million, to $320.3 million in the nine months ended September 30, 2022 compared to $292.6 million for the corresponding period of 2021. The increase was primarily related to higher levels of in-plant inspection, maintenance and modification services totaling $24.5 million as well as higher levels of revenue in our nuclear fuel handling
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and medical radioisotopes businesses. These increases were partially offset by decreased revenues in our fuel fabrication and parts manufacturing businesses when compared to the corresponding period of the prior year.
Operating income increased $6.8 million to $23.7 million in the nine months ended September 30, 2022 compared to $16.9 million for the corresponding period of 2021, due to the operating income impact of the changes in revenues noted above as well as a favorable shift in our project and product line mix when compared to the corresponding period of the prior year. In addition, we experienced higher levels of favorable contract adjustments when compared to the corresponding period of the prior year. These increases were partially offset by a $4.3 million decrease in wage subsidies we received under the CEWS to offset the effects of COVID-19 on our Canadian operations when compared to the corresponding period of the prior year, restructuring related costs of $1.8 million in addition to a $2.0 million gain resulting from the settlement of contingent consideration associated with a prior acquisition, which was recorded in the prior year.
Unallocated Corporate
Unallocated corporate expenses in the three months ended September 30, 2022 were relatively unchanged when compared to the corresponding period of 2021.
Unallocated corporate expenses decreased $1.2 million in the nine months ended September 30, 2022 compared to the corresponding period of 2021, primarily due to a decrease in healthcare costs, which were partially offset by an increase in legal and consulting costs associated with due diligence activities.
Provision for Income Taxes
 Three Months Ended
September 30,		 Nine Months Ended
September 30,		 
 20222021$ Change20222021$ Change
 (In thousands)
Income before Provision for Income Taxes$82,022 $77,769 $4,253 $257,569 $248,593 $8,976 
Provision for Income Taxes$20,185 $17,611 $2,574 $61,977 $59,211 $2,766 
Effective Tax Rate24.6%22.6%24.1%23.8%
We primarily operate in the U.S., Canada, and the U.K. and recognize our U.S. income tax provision based on the U.S. federal statutory rate of 21%, our Canadian tax provision based on the Canadian local statutory rate of approximately 25%, and our U.K. tax provision based on the U.K. local statutory rate of 19%.
Our effective tax rate for the three months ended September 30, 2022 was 24.6% as compared to 22.6% for the three months ended September 30, 2021. The effective tax rate for the three months ending September 30, 2022 was higher than the effective tax rate for the three months ending September 30, 2021 primarily due to a decrease in eligible research and development expenses. Our effective tax rate for the nine months ended September 30, 2022 was 24.1% as compared to 23.8% for the nine months ended September 30, 2021. The effective tax rates for the three and nine months ended September 30, 2022 and 2021 were 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.
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 reporting period.
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 Government Operations segment. Backlog may not be indicative of future operating results, and projects in our backlog may be cancelled, modified or otherwise altered by customers.
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September 30,
2022		December 31,
2021
(In approximate millions)
Government Operations$3,686 $4,532 
Commercial Operations633 644 
Total Backlog$4,319 $5,176 
We do not include the value of our unconsolidated joint venture contracts in backlog. These unconsolidated joint ventures are included in our Government Operations segment.
At September 30, 2022, our ending backlog was $4,318.9 million, which included $104.3 million of unfunded backlog related to U.S. Government contracts. We expect to recognize approximately 46% of the revenue associated with our backlog by the end of 2023, with the remainder to be recognized thereafter.
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.
The value of unexercised options excluded from backlog as of September 30, 2022, was approximately $0.4 billion, which is expected to be awarded in annual installments through 2024, subject to annual Congressional appropriations.
Liquidity and Capital Resources
Credit Facility
On March 24, 2020, we entered into an Amendment No. 1 to Credit Agreement, which amended the Credit Agreement dated as of May 24, 2018 (as amended, the "Credit Facility") with Wells Fargo Bank, N.A., as administrative agent, and the other lenders party thereto. The Credit Facility provides for a $750 million senior secured revolving credit facility (the "Revolving Credit Facility"). All obligations under the Revolving Credit Facility were scheduled to mature on March 24, 2025. The proceeds of loans under the Revolving Credit Facility were available for working capital needs, permitted acquisitions and other general corporate purposes.
The Credit Facility allowed 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 the term loans, plus (3) additional amounts provided the Company was 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 were guaranteed, subject to certain exceptions, by substantially all of the Company's present and future wholly owned domestic restricted subsidiaries. The Credit Facility was secured by first-priority liens on certain assets owned by the Company and its subsidiary guarantors (other than the majority of its subsidiaries comprising its Government Operations segment).
The Revolving Credit Facility required interest payments on revolving loans on a periodic basis until maturity. We could 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 included financial covenants that were tested on a quarterly basis, based on the rolling four-quarter period that ended on the last day of each fiscal quarter. The maximum permitted leverage ratio was 4.00 to 1.00, which could 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 was 3.00 to 1.00. In addition, the Credit Facility contained various restrictive covenants, including with respect to debt, liens, investments, mergers, acquisitions, dividends, equity repurchases and asset sales. As of September 30, 2022, we were in compliance with all covenants set forth in the Credit Facility.
Outstanding loans under the Revolving Credit Facility bore interest at our option at either (1) the Eurocurrency rate plus a margin ranging from 1.0% to 1.75% per year or (2) the base rate plus a margin ranging from 0.0% to 0.75% per year. We were charged a commitment fee on the unused portion of the Revolving Credit Facility, and that fee ranged from 0.15% to 0.225% per year. Additionally, we were charged a letter of credit fee of between 1.0% and 1.75% per year with respect to the amount of
26
each financial letter of credit issued under the Credit Facility, and a letter of credit fee of between 0.75% and 1.05% 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 varied quarterly based on our leverage ratio. Based on the leverage ratio applicable at September 30, 2022, the margin for Eurocurrency rate and base rate revolving loans was 1.50% and 0.50%, respectively, the letter of credit fee for financial letters of credit and performance letters of credit was 1.50% and 0.90%, respectively, and the commitment fee for the unused portion of the Revolving Credit Facility was 0.20%.
As of September 30, 2022, borrowings and letters of credit issued under the Revolving Credit Facility totaled $550.0 million and $37.1 million, respectively. As a result, as of September 30, 2022 we had $162.9 million available under the Revolving Credit Facility for borrowings and to meet letter of credit requirements. As of September 30, 2022, the interest rate on outstanding borrowings under our Credit Facility was 4.27%.
The Credit Facility generally includes customary events of default for a secured credit facility. Under the Credit Facility, (1) if an event of default relating to bankruptcy or other insolvency events occurs with respect to the Company, all related obligations would immediately become due and payable; (2) if any other event of default exists, the lenders would be permitted to accelerate the maturity of the related obligations outstanding; and (3) if any event of default exists, the lenders would 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 were unable to make any of the representations and warranties in the Credit Facility, we would be unable to borrow funds or have letters of credit issued under the Credit Facility.
Amended and Restated Credit Agreement
On October 12, 2022, we entered into an Amended and Restated Credit Agreement (the "New Credit Facility") with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, which amended and restated the Credit Facility. The New Credit Facility includes a $750 million senior secured revolving credit facility (the "New Revolving Credit Facility") and a $250 million senior secured term A loan (the "New Term Loan"). The New Revolving Credit Facility and the New Term Loan are scheduled to mature on October 12, 2027. All proceeds from the New Term Loan were used to repay outstanding indebtedness under the Credit Facility.
As of October 12, 2022, outstanding borrowings under the New Credit Facility totaled $570.0 million, comprising $250.0 million under the New Term Loan and $320.0 million under the New Revolving Credit Facility, and letters of credit issued under the New Revolving Credit Facility totaled $37.1 million. As a result, as of October 12, 2022, the Company had $392.9 million available under the New Revolving Credit Facility for borrowings and to meet letter of credit requirements.
Senior Notes due 2028
We issued $400 million aggregate principal amount of 4.125% senior notes due 2028 (the "Senior Notes due 2028") pursuant to an indenture dated June 12, 2020 (the "2020 Indenture"), among the Company, certain of our subsidiaries, as guarantors, and U.S. Bank Trust Company, National Association (formerly known as U.S. Bank National Association) ("U.S. Bank"), as trustee. The Senior Notes due 2028 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 due 2028 is payable semi-annually in cash in arrears on June 30 and December 30 of each year at a rate of 4.125% per annum. The Senior Notes due 2028 will mature on June 30, 2028.
We may redeem the Senior Notes due 2028, in whole or in part, at any time on or after June 30, 2023 at a redemption price equal to (i) 102.063% of the principal amount to be redeemed if the redemption occurs during the twelve-month period beginning on June 30, 2023, (ii) 101.031% of the principal amount to be redeemed if the redemption occurs during the twelve-month period beginning on June 30, 2024 and (iii) 100.0% of the principal amount to be redeemed if the redemption occurs on or after June 30, 2025, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to June 30, 2023, we may also redeem up to 40.0% of the Senior Notes due 2028 with net cash proceeds of certain equity offerings at a redemption price equal to 104.125% of the principal amount of the Senior Notes due 2028 to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to June 30, 2023, we may redeem the Senior Notes due 2028, in whole or in part, at a redemption price equal to 100.0% of the principal amount of the Senior Notes due 2028 to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus an applicable "make-whole" premium.
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The 2020 Indenture contains customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the 2020 Indenture or the Senior Notes due 2028 and certain provisions related to bankruptcy events. The 2020 Indenture also contains customary negative covenants. As of September 30, 2022, we were in compliance with all covenants set forth in the 2020 Indenture and the Senior Notes due 2028.
Senior Notes due 2029
We issued $400 million aggregate principal amount of 4.125% senior notes due 2029 (the "Senior Notes due 2029") pursuant to an indenture dated April 13, 2021 (the "2021 Indenture"), among the Company, certain of our subsidiaries, as guarantors, and U.S. Bank, as trustee. The Senior Notes due 2029 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 due 2029 is payable semi-annually in cash in arrears on April 15 and October 15 of each year, at a rate of 4.125% per annum. The Senior Notes due 2029 will mature on April 15, 2029.
We may redeem the Senior Notes due 2029, in whole or in part, at any time on or after April 15, 2024 at a redemption price equal to (i) 102.063% of the principal amount to be redeemed if the redemption occurs during the twelve-month period beginning on April 15, 2024, (ii) 101.031% of the principal amount to be redeemed if the redemption occurs during the twelve-month period beginning on April 15, 2025 and (iii) 100.0% of the principal amount to be redeemed if the redemption occurs on or after April 15, 2026, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to April 15, 2024, we may also redeem up to 40.0% of the Senior Notes due 2029 with net cash proceeds of certain equity offerings at a redemption price equal to 104.125% of the principal amount of the Senior Notes due 2029 to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to April 15, 2024, we may redeem the Senior Notes due 2029, in whole or in part, at a redemption price equal to 100.0% of the principal amount of the Senior Notes due 2029 to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus an applicable "make-whole" premium.
The 2021 Indenture contains customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the 2021 Indenture or the Senior Notes due 2029 and certain provisions related to bankruptcy events. The 2021 Indenture also contains customary negative covenants. As of September 30, 2022, we were in compliance with all covenants set forth in the 2021 Indenture and the Senior Notes due 2029.
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, and the bonding facilities generally permit the surety, in its sole discretion, to terminate the facility or demand collateral. 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, 2022, bonds issued and outstanding under these arrangements totaled approximately $112.7 million.
Long-term Benefit Obligations
As of September 30, 2022, we had underfunded defined benefit pension and postretirement benefit plans with obligations totaling approximately $74.2 million. 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 $8.0 million for the remainder of 2022 related to our 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.
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Other
Cash, Cash Equivalents, Restricted Cash and Investments
Our domestic and foreign cash and cash equivalents, restricted cash and cash equivalents and investments as of September 30, 2022 and December 31, 2021 were as follows:
September 30,
2022		December 31,
2021
 (In thousands)
Domestic$43,030 $39,128 
Foreign25,486 14,016 
Total$68,516 $53,144 
Our working capital increased by $128.8 million to $442.9 million at September 30, 2022 from $314.1 million at December 31, 2021, primarily attributable to an increase in cash and cash equivalents as well as the timing of project cash flows and vendor payments.
Our net cash provided by operating activities decreased by $88.5 million to $137.0 million in the nine months ended September 30, 2022, compared to $225.6 million in the nine months ended September 30, 2021. The decrease in cash provided by operating activities was primarily attributable to an $88.7 million customer payment delayed until the first quarter of 2021, which was originally expected in 2020.
Our net cash used in investing activities decreased by $41.0 million to $193.1 million in the nine months ended September 30, 2022, compared to $234.1 million in the nine months ended September 30, 2021. The decrease in cash used in investing activities was primarily attributable to a decrease in purchases of property, plant and equipment of $102.1 million, which was partially offset by the $47.3 million acquisition of Dynamic and Cunico as well as a $11.5 million increase in investments in equity method investees in the nine months ended September 30, 2022.
Our net cash provided by financing activities increased by $40.9 million to $76.3 million in the nine months ended September 30, 2022, compared to $35.4 million in the nine months ended September 30, 2021. The increase in cash provided by financing activities was primarily attributable to a reduction in repurchases of common stock of $165.8 million when compared to the corresponding period of the prior year and the repayment of bank overdrafts of $88.7 million in the nine months ended September 30, 2021. This increase was partially offset by a reduction in net borrowings of long-term debt of $240.0 million when compared to the corresponding period of the prior year.
At September 30, 2022, we had restricted cash and cash equivalents totaling $5.5 million, $2.6 million of which was held for future decommissioning of facilities (which is included in other assets on our condensed consolidated balance sheets) and $2.9 million of which was held to meet reinsurance reserve requirements of our captive insurer.
At September 30, 2022, we had short-term and long-term investments with a fair value of $11.6 million. Our investment portfolio consists primarily of U.S. Government and agency securities, corporate bonds and mutual funds. 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.
Cash Requirements
Our cash requirements have not changed materially from those disclosed in Item 7 of our 2021 10-K. We believe we have sufficient cash and cash equivalents and borrowing capacity, along with cash generated from operations and continued access to debt markets, to satisfy our cash requirements for the next 12 months and beyond.
Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposures to market risks have not changed materially from those disclosed in Item 7A of our 2021 10-K.
Item 4.    CONTROLS AND PROCEDURES
As of the end of the period covered by this 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
29
Securities and Exchange Commission ("SEC") under the Exchange Act). This evaluation was 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, 2022 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 SEC, 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 three months ended September 30, 2022 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 of our 2021 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 2021 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 three months ended September 30, 2022. 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, 2022 - July 31, 202216,510 $56.06 — $397.6 
August 1, 2022 - August 31, 2022353 $56.19 — $397.6 
September 1, 2022 - September 30, 202212 $52.03 — $397.6 
Total16,875 $56.06 — 
(1)Includes 16,510, 353 and 12 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 April 30, 2021, 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 $500 million with no expiration date.
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Table of Contents
Item 6.    EXHIBITS
Exhibit
Number		Description
3.1
3.2
3.3
10.1
10.2*
10.3*
31.1
31.2
32.1
32.2
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement.
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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/ Robb A. LeMasters
By:Robb A. LeMasters
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized
Representative)
/s/ Kevin J. Gorman
By:Kevin J. Gorman
Corporate Controller and Interim Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized
Representative)
November 7, 2022
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