Company Continues Process of Evaluating
Strategic Alternatives to Enhance Shareholder Value
Williams Industrial Services Group Inc. (NYSE American: WLMS)
(“Williams” or the “Company”), an energy and industrial
infrastructure services company, today reported financial results
for the fiscal fourth quarter ended December 31, 2022.
Recent Highlights
- Williams posted revenue of $55.8 million in the fourth quarter
of 2022 compared with $79.2 million in the prior-year period
- Williams reported a net loss from continuing operations of
$10.4 million, or $(0.40) per diluted share, in the fourth quarter
of 2022 compared with net income from continuing operations of $0.8
million, or $0.03 per diluted share, in the fourth quarter of
2021
- Adjusted EBITDA1 was $(7.0) million for the fourth quarter of
2022 compared with $3.6 million in the prior-year period
- As of December 31, 2022, the Company’s backlog was $333.2
million compared with $352.7 million as of September 30, 2022;
approximately $178.6 million of the current backlog is expected to
be converted to revenue over the next twelve months
- Williams continues to work with Greenhill & Company on
strategic alternatives designed to strengthen the business and
enhance shareholder value
- The Company is not providing guidance for fiscal 2023; however,
year-to-date performance is benefiting from higher revenue, gross
margin and EBITDA
“I’m pleased to announce that we continue to mark progress
investigating and assessing various strategic alternatives to drive
better future outcomes for our shareholders,” said Tracy Pagliara,
President and CEO of Williams. “Our performance thus far in 2023 is
benefiting from stronger first quarter revenue, gross margin and
EBITDA compared to last year as we focus on cutting costs,
streamlining the business, and exiting non-performing operations.
The management team and Board, working alongside Greenhill, remain
dedicated to turning the Company around and reviewing all
opportunities that benefit shareholders going forward.”
1See NOTE 1 — Non-GAAP Financial Measures in the attached tables
for important disclosures regarding Williams’ use of Adjusted
EBITDA, as well as a reconciliation of income (loss) from
continuing operations to Adjusted EBITDA.
Fourth Quarter 2022 Financial Results Compared to Fourth
Quarter 2021
Revenue in the fourth quarter was $55.8 million compared with
$79.2 million in the fourth quarter of 2021, largely reflecting
reduced decommissioning and nuclear business. Gross loss was $1.7
million, or (3.0)% of revenue, compared with gross profit of $9.2
million, or 11.6% of revenue, in the prior-year period, with the
lower margin primarily due to the impact of certain loss contracts
in Florida, as previously announced, and start-up costs tied to the
Company’s further expansion into the energy delivery market.
Excluding the aforementioned business start-up expenses and
negative impact from the Company’s Florida water projects, adjusted
gross margin would have been 12.5% of revenue.
Operating expenses were $7.0 million in the 2022 fourth quarter
compared with $6.8 million in the prior-year period. The Company
reported an operating loss of $8.7 million during the fourth
quarter of 2022 versus an operating profit of $2.4 million in the
same period of 2021. Interest expense was $1.5 million in the
fourth quarter of 2022 versus $1.3 million in 2021. The Company
reported a net loss from continuing operations of $10.4 million, or
$(0.40) per diluted share, in the fourth quarter of 2022 compared
with net income from continuing operations of $0.8 million, or
$0.03 per diluted share, in the fourth quarter of 2021.
Liquidity and Balance Sheet
The Company’s total liquidity (the sum of unrestricted cash and
availability under the Company’s revolving credit facility) was
$3.8 million as of December 31, 2022 versus $27.7 million at the
beginning of 2022. As of December 31, 2022, the Company had $0.5
million of unrestricted cash and cash equivalents, $0.5 million of
restricted cash, and $40.8 million of bank debt compared with $2.5
million of unrestricted cash and cash equivalents, $0.5 million of
restricted cash, and $32.1 million of bank debt as of December 31,
2021.
As previously announced, Williams has developed a liquidity plan
to reduce operating expenses and eliminate unprofitable business.
The Company will continue to refine its liquidity plan as
circumstances dictate and has recently amended its credit
facilities. For further information, please see the Company’s
filings with the SEC.
The Company’s audited financial statements for the year ended
December 31, 2022 included in its Form 10-K contained an
unqualified audit opinion, from Williams’ independent registered
public accounting firm, which included a going concern emphasis of
matter paragraph. The receipt of an audit opinion containing such a
paragraph does not represent any change or amendment to Williams’
consolidated financial statements or to its Annual Report on Form
10-K for the year ended December 31, 2022.
Backlog
Total backlog as of December 31, 2022 was $333.2 million
compared with $352.7 million on September 30, 2022. During the
fourth quarter of 2022 the Company recognized revenue of $55.8
million, booked new awards of $41.0 million, and saw net
adjustments and cancellations of $(4.7) million.
Three Months Ended December
31, 2022
Twelve Months Ended December
31, 2022
Backlog - beginning of period
$
352,723
$
631,693
New awards
40,969
255,449
Adjustments and cancellations, net
(4,673
)
(315,820
)
Revenue recognized
(55,816
)
(238,119
)
Backlog - end of period
$
333,203
$
333,203
Williams estimates that approximately $178.6 million of its
current backlog will be converted to revenue within the next twelve
months compared with $168.2 million of backlog as of September 31,
2022 that the Company anticipated would be converted to revenue
over the succeeding twelve-month period.
Webcast and Teleconference
The Company will host a conference call on Monday, April 3, 2023
at 10:00 a.m. Eastern time. A webcast of the call and an
accompanying slide presentation will be available at
www.wisgrp.com. To access the conference call by telephone,
listeners should dial 877-270-2148.
An audio replay of the call will be available later that day by
dialing 412-317-0088 and entering conference ID number 3693114;
alternatively, a webcast replay can be found at
http://ir.wisgrp.com/, where a transcript will be posted once
available.
About Williams
Williams Industrial Services Group has been safely helping plant
owners and operators enhance asset value for more than 50 years.
The Company is a leading provider of infrastructure related
services to blue-chip customers in energy and industrial end
markets, including a broad range of construction maintenance,
modification, and support services. Williams’ mission is to be the
preferred provider of construction, maintenance, and specialty
services through commitment to superior safety performance, focus
on innovation, and dedication to delivering unsurpassed value to
its customers.
Additional information about Williams can be found on its
website: www.wisgrp.com.
Forward-looking Statement Disclaimer
This press release contains “forward-looking statements” within
the meaning of the term set forth in the Private Securities
Litigation Reform Act of 1995. The forward-looking statements
include statements or expectations regarding the Company’s
liquidity situation and the outcome of the Company’s review of
strategic alternatives, including engaging in a potential sale,
restructuring or refinancing its debt, seeking additional debt or
equity capital, reducing or delaying its business activities and
strategic initiatives, or selling assets, other strategic
transactions and/or other measures, including obtaining relief
under the U.S. Bankruptcy Code, the Company’s ability to
successfully implement its liquidity improvement plan and, if
necessary, to obtain additional funding on reasonable terms, or at
all, the Company’s ability to obtain support from customers in
dealing with its liquidity challenges, future demand for the
Company’s services, the Company’s funding levels and ability to
continue operations as a going concern, and expectations regarding
future revenues, cash flow, and other related matters. These
statements reflect the Company’s current views of future events and
financial performance and are subject to a number of risks and
uncertainties, including the Company’s ability to continue to
implement its liquidity improvement plan and to continue as a going
concern; the Company’s level of indebtedness and ability to make
payments on, and satisfy the financial and other covenants
contained in, its amended debt facilities, as well as its ability
to engage in certain transactions and activities due to limitations
and covenants contained in such facilities; its ability to generate
sufficient cash resources to continue funding operations, including
investments in working capital required to support growth-related
commitments that it makes to customers, and the possibility that it
may be unable to obtain any additional funding as needed or incur
losses from operations in the future; exposure to market risks from
changes in interest rates; the Company’s ability to obtain adequate
surety bonding and letters of credit; the Company’s ability to
maintain effective internal control over financial reporting and
disclosure controls and procedures; the Company’s ability to
attract and retain qualified personnel, skilled workers, and key
officers; failure to successfully implement or realize its business
strategies, plans and objectives of management, and liquidity,
operating and growth initiatives and opportunities, including any
expansion into new markets and its ability to identify potential
candidates for, and consummate, acquisition, disposition, or
investment transactions (including any that may result from the
Company’s review of strategic alternatives); the loss of one or
more of its significant customers; its competitive position; market
outlook and trends in the Company’s industry, including the
possibility of reduced investment in, or increased regulation of,
nuclear power plants, declines in public infrastructure
construction, and reductions in government funding; costs exceeding
estimates the Company uses to set fixed-price contracts; harm to
the Company’s reputation or profitability due to, among other
things, internal operational issues, poor subcontractor performance
or subcontractor insolvency; any pending litigation; potential
insolvency or financial distress of third parties, including
customers and suppliers; the Company’s contract backlog and related
amounts to be recognized as revenue; its ability to maintain its
safety record, the risks of potential liability and adequacy of
insurance; adverse changes in the Company’s relationships with
suppliers, vendors, and subcontractors, including increases in
cost, disruption of supply or shortage of labor, freight, equipment
or supplies, including as a result of the COVID-19 pandemic;
compliance with environmental, health, safety and other related
laws and regulations, including those related to climate change;
limitations or modifications to indemnification regulations of the
U.S.; the Company’s expected financial condition, future cash
flows, results of operations and future capital and other
expenditures; the impact of unstable market and economic conditions
on our business, financial condition and stock price, including
inflationary cost pressures, supply chain disruptions and
constraints, labor shortages, the effects of the Ukraine-Russia
conflict and ongoing impact of COVID-19, and a possible recession;
our ability to meet expectations about our business, key metrics
and future operating results; the impact of the COVID-19 pandemic
on the Company’s business, results of operations, financial
condition, and cash flows, including global supply chain
disruptions and the potential for additional COVID-19 cases to
occur at the Company’s active or future job sites, which
potentially could impact cost and labor availability; information
technology vulnerabilities and cyberattacks on the Company’s
networks; the Company’s failure to comply with applicable laws and
regulations, including, but not limited to, those relating to
privacy and anti-bribery; the Company’s ability to successfully
implement its new enterprise resource planning (ERP) system; the
Company’s participation in multiemployer pension plans; the impact
of any disruptions resulting from the expiration of collective
bargaining agreements; the impact of natural disasters, which may
worsen or increase due to the effects of climate change, and other
severe catastrophic events (such as the ongoing COVID-19 pandemic);
the impact of corporate citizenship and environmental, social and
governance matters; the impact of changes in tax regulations and
laws, including future income tax payments and utilization of net
operating loss and foreign tax credit carryforwards; volatility of
the market price for the Company’s common stock; the Company’s
ability to maintain its stock exchange listing; the effects of
anti-takeover provisions in the Company’s organizational documents
and Delaware law; the impact of future offerings or sales of the
Company’s common stock or related contractual obligations on the
market price of such stock; expected outcomes of legal or
regulatory proceedings and their anticipated effects on the
Company’s results of operations; and any other statements regarding
future growth, future cash needs, future operations, business plans
and future financial results.
Other important factors that may cause actual results to differ
materially from those expressed in the forward-looking statements
are discussed in the Company’s filings with the U.S. Securities and
Exchange Commission, including the “Risk Factors” section of the
Annual Report on Form 10-K for its 2022 fiscal year. Any
forward-looking statement speaks only as of the date of this press
release. Except as may be required by applicable law, the Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, and you are cautioned not to rely upon
them unduly.
Financial Tables Follow
WILLIAMS INDUSTRIAL SERVICES
GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended December
31,
Twelve Months Ended December
31,
($ in thousands, except share and per
share amounts)
2022
2021
2022
2021
Revenue
$
55,816
$
79,173
$
238,119
$
304,946
Cost of revenue
57,507
69,959
231,071
273,520
Gross profit (loss)
(1,691
)
9,214
7,048
31,426
Gross margin
(3.0
)%
11.6
%
3.0
%
10.3
%
Selling and marketing expenses
311
241
1,365
950
General and administrative expenses
6,618
6,478
25,640
23,409
Depreciation and amortization expense
57
53
230
190
Total operating expenses
6,986
6,772
27,235
24,549
Operating income (loss)
(8,677
)
2,442
(20,187
)
6,877
Operating margin
(15.5
)%
3.1
%
(8.5
)%
2.3
%
Interest expense, net
1,544
1,268
5,509
5,001
Other (income) expense, net
59
(208
)
(11,474
)
(1,619
)
Total other (income) expense, net
1,603
1,060
(5,965
)
3,382
Income (loss) from continuing operations
before income tax expense (benefit)
(10,280
)
1,382
(14,222
)
3,495
Income tax expense (benefit)
165
537
(49
)
793
Income (loss) from continuing
operations
(10,445
)
845
(14,173
)
2,702
Income (loss) from discontinued operations
before income tax expense (benefit)
(48
)
42
(140
)
172
Income tax expense (benefit)
(9
)
72
(635
)
131
Income (loss) from discontinued
operations
(39
)
(30
)
495
41
Net income (loss)
$
(10,484
)
$
815
$
(13,678
)
$
2,743
Basic earnings (loss) per common share
Income (loss) from continuing
operations
$
(0.40
)
$
0.03
$
(0.54
)
$
0.11
Income (loss) from discontinued
operations
—
—
0.01
—
Basic earnings (loss) per common share
$
(0.40
)
$
0.03
$
(0.53
)
$
0.11
Diluted earnings (loss) per common
share
Income (loss) from continuing
operations
$
(0.40
)
$
0.03
$
(0.54
)
$
0.10
Income (loss) from discontinued
operations
—
—
0.01
—
Diluted earnings (loss) per common
share
$
(0.40
)
$
0.03
$
(0.53
)
$
0.10
Weighted average common shares outstanding
(basic)
26,102,930
25,699,545
26,032,960
25,506,748
Weighted average common shares outstanding
(diluted)
26,102,930
26,404,060
26,032,960
26,137,644
WILLIAMS INDUSTRIAL SERVICES
GROUP INC. AND SUBSIDIARIES
REVENUE BRIDGE
ANALYSIS*
Fourth Quarter 2022 Revenue
Bridge
(in millions)
$ Change
Fourth quarter 2021 revenue
$
79.2
Decommissioning
(12.0
)
Canada Nuclear
(7.7
)
Water
(2.0
)
Energy Delivery
(1.6
)
U.S. Nuclear
(0.8
)
Chemical
2.4
Other
(1.7
)
Total change
(23.4
)
Fourth quarter 2022 revenue
$
55.8
*Numbers may not sum due to rounding
WILLIAMS INDUSTRIAL SERVICES
GROUP INC. AND SUBSIDIARIES
GROSS MARGIN
RECONCILIATION
NON-GAAP FINANCIAL MEASURE
(UNAUDITED)
The following table reconciles adjusted
gross margin to actual gross margin by deducting the energy
transmission and distribution projects that are incurring start-up
costs and lump sum projects in the water markets that are
generating a loss. The Company believes this information is
meaningful as it isolates the impact that the start-up costs and
the non-profitable lump sum projects have on gross margin. Because
adjusted gross margin is not calculated in accordance with GAAP, it
may not be comparable to other similarly titled measures of other
companies and should not be considered in isolation or as
substitute for, or superior to, financial measures prepared in
accordance with GAAP.
(in thousands)
Three Months Ended December
31, 2022
Twelve Months Ended December
31, 2022
Revenue
$
55,816
$
238,119
Cost of revenue
57,507
231,071
Gross profit (loss)
(1,691
)
7,048
Gross margin
(3.0
)%
3.0
%
Minus: revenue from transmission and
distribution start-up business
(1,517
)
(6,957
)
Minus: revenue from Florida lump sum water
projects*
(1,546
)
(18,541
)
Minus: total revenue deducted
(3,063
)
(25,498
)
Minus: cost of revenue from transmission
and distribution start-up business
(3,427
)
(12,374
)
Minus: cost of revenue from the Florida
lump sum water projects
(7,930
)
(30,108
)
Minus: total cost of revenue deducted
(11,357
)
(42,482
)
Adjusted revenue
52,753
212,621
Adjusted cost of revenue
46,150
188,589
Adjusted gross profit
$
6,603
$
24,032
Adjusted gross profit margin
12.5
%
11.3
%
WILLIAMS INDUSTRIAL SERVICES
GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE
SHEETS (UNAUDITED)
December 31,
($ in thousands, except share and per
share amounts)
2022
2021
ASSETS
Current assets:
Cash and cash equivalents
$
495
$
2,482
Restricted cash
468
468
Accounts receivable, net of allowance of
$273 and $427, respectively
31,033
35,204
Contract assets
12,812
12,683
Other current assets
6,258
11,049
Total current assets
51,066
61,886
Property, plant and equipment, net
1,257
653
Goodwill
35,400
35,400
Intangible assets, net
12,500
12,500
Other long-term assets
8,275
5,712
Total assets
$
108,498
$
116,151
LIABILITIES AND STOCKHOLDERS’
EQUITY
Current liabilities:
Accounts payable
$
12,041
$
12,168
Accrued compensation and benefits
8,566
12,388
Contract liabilities
6,242
3,412
Short-term borrowings
17,399
676
Current portion of long-term debt
-
1,050
Other current liabilities
5,710
11,017
Current liabilities of discontinued
operations
110
316
Total current liabilities
50,068
41,027
Long-term debt, net
23,360
30,328
Deferred tax liabilities
2,268
2,442
Other long-term liabilities
4,925
1,647
Long-term liabilities of discontinued
operations
3,479
4,250
Total liabilities
$
84,100
$
79,694
Stockholders’ equity:
Common stock, $0.01 par value, 170,000,000
shares authorized and 26,865,064 and 26,408,789 shares issued,
respectively, and 26,543,391 and 25,939,621 shares outstanding,
respectively
$
264
$
261
Paid-in capital
94,151
92,227
Accumulated other comprehensive loss
(404
)
(95
)
Accumulated deficit
(69,608
)
(55,930
)
Treasury stock, at par (321,673 and
469,168 common shares, respectively)
(5
)
(6
)
Total stockholders’ equity
24,398
36,457
Total liabilities and stockholders’
equity
$
108,498
$
116,151
WILLIAMS INDUSTRIAL SERVICES
GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
Year Ended December
31,
(in thousands)
2022
2021
Operating activities:
Net income (loss)
$
(13,678
)
$
2,743
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Net income from discontinued
operations
(495
)
(41
)
Deferred income tax provision
(benefit)
(174
)
2
Depreciation and amortization on property,
plant and equipment
230
190
Amortization of deferred financing
costs
831
831
Amortization of debt discount
200
200
Bad debt expense
19
77
Stock-based compensation
1,708
3,045
Paid-in-kind interest
176
—
Changes in operating assets and
liabilities, net of businesses acquired and sold:
Accounts receivable
3,818
(7,826
)
Contract assets
(173
)
(4,700
)
Other current assets
4,514
(4,682
)
Other assets
(2,889
)
(337
)
Accounts payable
(49
)
5,860
Accrued and other liabilities
(5,073
)
(538
)
Contract liabilities
2,831
879
Net cash used in operating activities,
continuing operations
(8,204
)
(4,297
)
Net cash used in operating activities,
discontinued operations
(481
)
(200
)
Net cash used in operating activities
$
(8,685
)
$
(4,497
)
Investing activities:
Purchase of property, plant and
equipment
(834
)
(538
)
Net cash used in investing activities
$
(834
)
$
(538
)
Financing activities:
Repurchase of stock-based awards for
payment of statutory taxes due on stock-based compensation
$
(226
)
$
(554
)
Proceeds from short-term borrowings
282,030
289,379
Repayments of short-term borrowings
(265,307
)
(289,055
)
Repayments of long-term debt
(8,844
)
(1,050
)
Net cash (used in) provided by financing
activities
7,653
(1,280
)
Effect of exchange rate change on cash
(121
)
81
Net change in cash, cash equivalents and
restricted cash
(1,987
)
(6,234
)
Cash, cash equivalents and restricted
cash, beginning of period
2,950
9,184
Cash, cash equivalents and restricted
cash, end of period
$
963
$
2,950
Supplemental Disclosures:
Cash paid for interest
$
3,018
$
3,674
Cash paid for income taxes, net of
refunds
$
—
$
2,128
WILLIAMS INDUSTRIAL SERVICES
GROUP INC. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURE
(UNAUDITED)
This press release contains financial measures not derived in
accordance with accounting principles generally accepted in the
United States (“GAAP”). A reconciliation to the most comparable
GAAP measure is provided below.
ADJUSTED EBITDA - CONTINUING
OPERATIONS
Three Months Ended December
31,
Twelve Months Ended December
31,
(in thousands)
2022
2021
2022
2021
Income from continuing operations
$
(10,445
)
$
845
$
(14,173
)
$
2,702
Add back:
Interest expense, net
1,544
1,268
5,509
5,001
Income tax expense (benefit)
165
537
(49
)
793
Depreciation and amortization expense
57
53
230
190
Stock-based compensation
588
466
1,708
3,045
Severance costs
271
358
409
523
Other professional fees
663
—
2,320
—
Franchise taxes
44
80
237
264
Foreign currency loss (gain)
77
(56
)
(68
)
(206
)
ROU Asset Impairment
—
—
—
423
Adjusted EBITDA - continuing
operations
$
(7,036
)
$
3,551
$
(3,877
)
$
12,735
NOTE 1 — Non-GAAP Financial Measures
Adjusted EBITDA-Continuing
Operations
Adjusted EBITDA is not calculated through the application of
GAAP and is not the required form of disclosure by the U.S.
Securities and Exchange Commission. Adjusted EBITDA is the sum of
the Company’s income (loss) from continuing operations before
interest expense, net, and income tax (benefit) expense and unusual
gains or charges. It also excludes non-cash charges such as
depreciation and amortization and stock-based compensation. The
Company’s management believes adjusted EBITDA is an important
measure of operating performance because it allows management,
investors and others to evaluate and compare the performance of its
core operations from period to period by removing the impact of the
capital structure (interest), tangible and intangible asset base
(depreciation and amortization), taxes and certain non-cash
expenses and unusual gains or charges (such as stock-based
compensation, severance costs, other professional fees, and foreign
currency (gain) loss) which are not always commensurate with the
reporting period in which such items are included. Williams’ credit
facilities also contain ratios based on EBITDA. Adjusted EBITDA
should not be considered an alternative to net income or income
from continuing operations or as a better measure of liquidity than
net cash flows from operating activities, as determined by GAAP,
and, therefore, should not be used in isolation from, but in
conjunction with, the GAAP measures. The use of any non-GAAP
measure may produce results that vary from the GAAP measure and may
not be comparable to a similarly defined non-GAAP measure used by
other companies.
Note Regarding Forward-Looking Non-GAAP
Financial Measures
The Company does not provide a reconciliation of forward-looking
non-GAAP financial measures to their comparable GAAP financial
measures because it could not do so without unreasonable effort due
to the unavailability of the information needed to calculate
reconciling items and due to the variability, complexity and
limited visibility of the adjusting items that would be excluded
from the non-GAAP financial measures in future periods. When
planning, forecasting and analyzing future periods, the Company
does so primarily on a non-GAAP basis without preparing a GAAP
analysis.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230331005334/en/
Chris Witty Darrow Associates 646-345-0998
cwitty@darrowir.com
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Williams Industrial Serv... (AMEX:WLMS)
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