8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 31, 2021

Williams Industrial Services Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-16501	73-1541378
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

100 Crescent Centre Parkway, Suite 1240

Tucker, Georgia 30084

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: 770-879-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

◻ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

◻ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

◻ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

◻ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	WLMS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Item 2.02 Results of Operations and Financial Condition.

On March 31, 2021, Williams Industrial Services Group Inc. (the “Company”) issues a press release (the “Earnings Release”) reporting its financial results for the three and twelve months ended December 31, 2020. As noted in the Earnings Release, management will host a conference call on Wednesday, March 31, 2021 at 10:00 a.m. Eastern time to discuss such financial results. Instructions on how to participate in the conference call are contained in the Earnings Release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Earnings Release contains a discussion of adjusted EBITDA (earnings before interest expense, net, income tax (benefit) expense, depreciation and amortization, and unusual gains or charges), which is a non-GAAP financial measure within the meaning of Regulation G promulgated under the rules and regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company believes that providing non-GAAP information, such as adjusted EBITDA, is important as such information is used as analytical indicators by the Company’s management to better understand operating performance. The Earnings Release contains a reconciliation of comparable GAAP to non-GAAP measures.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of the general incorporation language contained in such filing. Without limiting the generality of the foregoing, the text of the Earnings Release set forth under the heading entitled “Forward-looking Statement Disclaimer” is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

In connection with the conference call announced in the Earnings Release, on March 31, 2021, the Company made available the Company Information Presentation relating to its financial results for the three and twelve months ended December 31, 2020. The Company Information Presentation may be accessed within the investor relations section of the Company’s website, http://www.wisgrp.com. A copy of the Company Information Presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, regardless of the general incorporation language contained in such filing. Without limiting the generality of the foregoing, the text of the slide in the Company Information Presentation entitled “Forward-looking Statement Disclaimer” is incorporated by reference into this Item 7.01.

Item 9.01Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release, dated March 31, 2021, relating to results of operations and financial condition.
99.2	Company Information Presentation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 31, 2021

Williams Industrial Services Group Inc.
By:	/s/ Charles E. Wheelock
	Charles E. Wheelock
	Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE

Williams Industrial Services Group Inc. ♦ 100 Crescent Centre Parkway, Suite 1240 ♦ Tucker, GA 30084

FOR IMMEDIATE RELEASE

Williams Reports Fourth Quarter 2020 Financial Results

Begins 2021 Positioned for Growth, Strong Operating Results, and Further Debt Reduction

ATLANTA, GA, March 31, 2021 – Williams Industrial Services Group Inc. (NYSE American: WLMS) (“Williams” or the “Company”), a construction and maintenance services company, today reported its financial results for the fiscal fourth quarter ended December 31, 2020.

Recent Highlights

● Williams posted revenue of $64.1 million in the fourth quarter of 2020 compared with $66.8 million in the prior-year period; for the full year, revenue rose to $269.1 million from $245.8 million in 2019

● The Company reported a net loss of $1.0 million, or $(0.04) per share, in the fourth quarter versus net income of $0.2 million, or $0.01 per share, in the fourth quarter of 2019

● The 2020 fourth quarter included $1.8 million in charges related to the Company’s debt, $0.3 million of which were fees associated with the repayment of the Company’s prior credit facilities, without which earnings per share was $0.03

● The Company reported net income from continuing operations of $2.0 million, or $0.08 per share, for the full year 2020 compared to $1.0 million, or $0.05 per share, for 2019; excluding the aforementioned $1.8 million charge relating to the repayment of the Company’s prior credit facilities, earnings per share from continuing operations was $0.15 in 2020

● Adjusted EBITDA¹ was $4.0 million for the fourth quarter of 2020 compared with $4.2 million in the prior-year period and, for fiscal 2020, Adjusted EBITDA was $14.7 million compared with $12.6 million in 2019. Prior to adding back severance, professional, and other non-recurring operational expenses, EBITDA¹ was $14.3 million in 2020 compared with $9.7 million in 2019, an increase of 47%

● As of December 31, 2020, the Company’s backlog was $443.9 million compared to $494.9 million as of December 31, 2019and $457.9 million as of September 30, 2020, with approximately $165.3 million expected to be converted to revenue over the following twelve months; Williams is currently pursuing over $500 million of high-probability potential orders in its pipeline and anticipates booking at least $300 million in additional backlog by year end

● The Company generated $17.4 million of operating cash in the fourth quarter of 2020 and reduced debt by $9.3 million

“The fourth quarter, while challenging from a revenue perspective, had several significant achievements that we believe positioned us well for 2021 and beyond,” said Tracy Pagliara, President and CEO of Williams. “Gross margins rose to 14.2%, we generated $17.4 million of cash from operations, refinanced our credit facilities, and reduced debt by $9.3 million. Adjusted for our refinancing costs, net income rose year-over-year, and we reported Adjusted EBITDA of $4.0 million for the quarter and $14.7 million for 2020 as a whole – at the high end of our guidance. Overall, I was pleased with our performance given a tough economic environment, and we began 2021 with a stronger balance sheet and increased financial flexibility.

“Since the start of the new year, we’ve uplisted to the NYSE American Stock Exchange – substantially expanding our prospective investor base – and issued guidance that builds upon our many successes in 2020. We anticipate that our continuing

¹See NOTE 1—Non-GAAP Financial Measures in the attached tables for important disclosures regarding Williams’ use of EBITDA and Adjusted EBITDA, as well as a reconciliation of income (loss) from continuing operations to EBITDA and adjusted EBITDA.

Williams Industrial Services Group

March 31, 2021

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efforts to diversify the Company, combined with an unwavering commitment to margin expansion and cost discipline, will bolster top line growth and drive higher EBITDA going forward. With the easing of COVID-19 travel restrictions and more favorable economic conditions, our business development activities are robust, and we are optimistic about building our backlog throughout the remainder of 2021. I am also confident that, just as we persevered through many storms in 2020, we will further execute on our strategic plan and consistently improve financial results in the quarters and years to come.”

Fourth Quarter 2020 Financial Results Compared to Fourth Quarter 2019

Revenue in the fourth quarter of 2020 was $64.1 million compared with $66.8 million in the fourth quarter of fiscal 2019, primarily reflecting $3.3 million of higher revenue from Canadian nuclear contracts and a $1.7 million increase related to decommissioning work, offset by a $9.7 million reduction in revenue tied to the Vogtle 3 & 4 nuclear construction project.

Gross profit was $9.1 million, or 14.2% of revenue, compared with $9.1 million, or 13.6% of revenue, in the prior-year period, with the higher margin reflecting improved business mix. Operating expenses were $6.5 million compared with $8.5 million in the fourth quarter of 2019, reflecting significantly lower general and administrative (G&A) expenses due to the Company’s streamlining initiatives. The fourth quarter of 2019 also included approximately $1.6 million of non-recurring severance, professional, and legal fees. The Company’s operating margin rose to 4.0% from 0.9% in the prior-year fourth quarter, reflecting the improvement in gross margin year-over-year and lower G&A. Interest expense was $1.4 million in the fourth quarter of fiscal 2020 versus $1.5 million in 2019.

On December 17, 2020, the Company announced that it had entered into new credit agreements as follows: (a) a $50.0 million term loan facility with Energy Impact Credit Fund (an affiliate of Energy Impact Partners), CION Investment Corporation, and CrowdOut Capital, which consists of a $35.0 million initial term loan and a $15.0 million delayed draw facility; and (b) a $30.0 million revolving credit facility with PNC Bank. As part of this refinancing, Williams booked a $1.5 million loss on the repayment of its prior credit agreements. Interest expense in fiscal 2021 is expected to be approximately $1.5 million lower than in 2020.

The Company reported a net loss of $1.0 million, or $(0.04) per share, in the fourth quarter of 2020 compared with net income of $0.2 million, or $0.01 per share, in the prior-year period. Excluding the aforementioned refinancing costs, the Company’s earnings per share was $0.03 in the fourth quarter of 2020.

Balance Sheet

As of December 31, 2020, the Company had $9.2 million of cash (including restricted cash) and $32.1 million of bank debt compared with $7.8 million of cash and $44.2 million of bank debt as of December 31, 2019. Debt was reduced by $9.3 million in the fourth quarter of 2020 – and by $12.1 million for fiscal 2020 as a whole – and the Company anticipates using its cash generation, supported by its significant net operating losses (NOLs), to further lower indebtedness in 2021.        

Backlog

Total backlog as of December 31, 2020 was $443.9 million compared with $494.9 million at December 31, 2019 and $457.9 million as of September 30, 2020. The Company recognized revenue of $64.1 million in the fourth quarter, booked new awards of $37.4 million, and saw net adjustments and cancellations of $12.6 million, primarily reflecting work scope expansion.

	Three Months Ended December 31, 2020		Year Ended December 31, 2020
Backlog - beginning of period	$	457,932	$	494,904
New awards		37,436		184,087
Adjustments and cancellations, net		12,597		33,910
Revenue recognized		(64,115)		(269,051)
Backlog - end of period	$	443,850	$	443,850

Williams estimates that approximately $165.3 million, or 37.2%, of total backlog will be converted to revenue in the following twelve months. This compares with $191.3 million of backlog at December 31, 2019 and $166.7 million of backlog at September 30, 2020 that the Company anticipated would be converted to revenue over the succeeding twelve-month period.

Williams Industrial Services Group

March 31, 2021

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Outlook

The Company reaffirmed previous guidance (issued February 8, 2021) for the current fiscal year.

2021 Guidance
Revenue:	$310 million to $320 million
Gross margin:	11% to 13%
SG&A:	7.75% to 8.25% of revenue
Adjusted EBITDA (from continuing operations)*:	$16 million to $18 million

*See Note 1 — Non-GAAP Financial Measures for information regarding the use of Adjusted EBITDA and forward-looking non-GAAP financial measures.

The Company expects that, as has been historically the case, that its first quarter will represent the lightest quarter in its 2021 results.

Webcast and Teleconference

The Company will host a conference call today, March 31, 2021, 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 201-493-6780.

An audio replay of the call will be available later that day by dialing 412-317-6671 and entering conference ID number 13715809; 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 provides a broad range of construction, maintenance and modification, and support services to customers in energy and industrial end markets. 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 ability to perform in accordance with guidance, realize opportunities and successfully achieve its growth and strategic initiatives, including diversifying the Company, increasing its margins and managing costs, future demand for the Company’s services, expectations regarding future contract awards, revenues, Adjusted EBITDA and positive 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, some of which have been, and may further be, exacerbated by the COVID-19 pandemic, including the Company’s level of indebtedness and ability to make payments on, and satisfy the financial and other covenants contained in, its debt facilities; 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 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; failure 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 its expansion into international markets; 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 performances or subcontractor insolvency; 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; compliance with environmental, health, safety and other related laws and regulations; limitations or modifications to indemnification regulations of the U.S. or Canada; the Company’s expected financial condition, future cash flows, results of operations and future capital and other expenditures; the impact of general economic conditions including the current economic disruption and any recession resulting from the COVID-19 pandemic; the impact of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, and cash flows; 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 participation in multiemployer pension plans; the impact of any disruptions resulting from the expiration of collective bargaining agreements; the impact of natural disasters and other severe catastrophic events (such as the ongoing COVID-19 pandemic); 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 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.

Williams Industrial Services Group

March 31, 2021

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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 section of the Annual Report on Form 10-K for its 2020 fiscal year titled “Risk Factors.” 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.

Investor Contact:

Chris Witty

Darrow Associates

646-345-0998

cwitty@darrowir.com

Financial Tables Follow

Williams Industrial Services Group

March 31, 2021

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended December 31,				Year Ended December 31,
($ in thousands, except share and per share amounts)	2020		2019		2020		2019
Revenue	$	64,115	$	66,807	$	269,051	$	245,787
Cost of revenue		55,021		57,737		235,035		214,887
Gross profit		9,094		9,070		34,016		30,900
Gross margin		14.2%		13.6%		12.6%		12.6%
Selling and marketing expenses		168		119		569		587
General and administrative expenses		6,308		8,256		23,721		24,583
Depreciation and amortization expense		43		76		187		301
Total operating expenses		6,519		8,451		24,477		25,471
Operating income		2,575		619		9,539		5,429
Operating margin		4.0%		0.9%		3.5%		2.2%
Interest expense, net		1,443		1,528		6,083		6,032
Loss on extinguishment of debt		1,455		—		1,455		—
Other income, net		(430)		(805)		(1,367)		(1,958)
Total other expenses, net		2,468		723		6,171		4,074
Income (loss) from continuing operations before income tax expense		107		(104)		3,368		1,355
Income tax expense		820		192		1,385		333
Income (loss) from continuing operations		(713)		(296)		1,983		1,022
Loss from discontinued operations before income tax expense (benefit)		(183)		(59)		(405)		(234)
Income tax expense (benefit)		96		(553)		40		(1,398)
Income (loss) from discontinued operations		(279)		494		(445)		1,164
Net income (loss)	$	(992)	$	198	$	1,538	$	2,186
Basic earnings (loss) per common share
Income (loss) from continuing operations	$	(0.03)	$	(0.02)	$	0.08	$	0.05
Income (loss) from discontinued operations		(0.01)		0.03		(0.02)		0.07
Basic earnings (loss) per common share	$	(0.04)	$	0.01	$	0.06	$	0.12
Diluted earnings (loss) per common share
Income (loss) from continuing operations	$	(0.03)	$	(0.02)	$	0.08	$	0.05
Income (loss) from discontinued operations		(0.01)		0.03		(0.02)		0.07
Diluted earnings (loss) per common share	$	(0.04)	$	0.01	$	0.06	$	0.12
Weighted average common shares outstanding (basic)		24,689,337		18,775,136		23,676,458		18,700,107
Weighted average common shares outstanding (diluted)		24,689,337		18,831,450		24,217,997		18,922,012

Williams Industrial Services Group

March 31, 2021

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

REVENUE BRIDGE ANALYSIS*

Fourth Quarter 2020 Revenue Bridge

(in millions)		$ Change
Fourth quarter 2019 revenue	$	66.8
Plant Vogtle Units 3 and 4		(9.7)
Canada		3.3
Decommissioning		1.7
Project mix		2.0
Total change		(2.7)
Fourth quarter 2020 revenue*	$	64.1

2020 Full Year Revenue Bridge

(in millions)		$ Change
2019 revenue	$	245.8
Plant Vogtle Units 3 and 4		14.6
Canada		18.8
Decommissioning		18.8
Nuclear Maintenance		(19.1)
Oil & Gas		(8.1)
Project mix		(1.7)
Total change		23.3
2020 revenue*	$	269.1

*Numbers may not sum due to rounding

Williams Industrial Services Group

March 31, 2021

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	December 31,
($ in thousands, except share and per share amounts)	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	8,716	$	7,350
Restricted cash		468		468
Accounts receivable, net of allowance of $351 and $377, respectively		27,549		38,218
Contract assets		7,969		7,225
Other current assets		6,457		2,483
Total current assets		51,159		55,744
Property, plant and equipment, net		309		273
Goodwill		35,400		35,400
Intangible assets, net		12,500		12,500
Other long-term assets		5,712		8,549
Total assets	$	105,080	$	112,466
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,210	$	16,618
Accrued compensation and benefits		15,800		9,318
Contract liabilities		2,529		2,699
Short-term borrowings		352		10,849
Current portion of long-term debt		1,050		700
Other current liabilities		7,170		6,408
Current liabilities of discontinued operations		342		340
Total current liabilities		33,453		46,932
Long-term debt, net		30,728		32,658
Deferred tax liabilities		2,440		2,198
Other long-term liabilities		2,098		4,028
Long-term liabilities of discontinued operations		4,466		4,486
Total liabilities		73,185		90,302
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value, 170,000,000 shares authorized and 25,926,333 and 19,794,270 shares issued, respectively, and 25,336,442 and 19,057,195 shares outstanding, respectively		256		198
Paid-in capital		90,292		81,964
Accumulated other comprehensive income (loss)		28		222
Accumulated deficit		(58,673)		(60,211)
Treasury stock, at par (589,891 and 737,075 common shares, respectively)		(8)		(9)
Total stockholders’ equity		31,895		22,164
Total liabilities and stockholders’ equity	$	105,080	$	112,466

Williams Industrial Services Group

March 31, 2021

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Year Ended December 31,
(in thousands)	2020		2019
Operating activities:
Net income	$	1,538	$	2,186
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Net (income) loss from discontinued operations		445		(1,164)
Deferred income tax provision (benefit)		242		(484)
Depreciation and amortization on property, plant and equipment		187		301
Amortization of deferred financing costs		1,536		615
Gain on disposals of property, plant and equipment		(104)		—
Debt extinguishment expenses		1,211		—
Bad debt expense		(351)		237
Stock-based compensation		2,546		1,698
Changes in operating assets and liabilities, net of businesses acquired and sold:
Accounts receivable		11,107		(15,675)
Contract assets		(699)		1,001
Other current assets		(3,903)		(743)
Other assets		3,972		1,613
Accounts payable		(10,438)		13,697
Accrued and other liabilities		4,532		(6,704)
Contract liabilities		(176)		(579)
Net cash provided by (used in) operating activities, continuing operations		11,645		(4,001)
Net cash provided by (used in) operating activities, discontinued operations		(464)		162
Net cash provided by (used in) operating activities		11,181		(3,839)
Investing activities:
Purchase of property, plant and equipment		(117)		(242)
Net cash used in investing activities		(117)		(242)
Financing activities:
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation		(227)		(154)
Proceeds from issuance of common stock		6,489		—
Debt issuance costs		(4,200)		—
Debt refinancing costs and original issue discount		(2,003)		—
Proceeds from short-term borrowings		262,695		223,958
Repayments of short-term borrowings		(273,192)		(216,383)
Proceeds from long-term debt		35,000		—
Repayments of long-term debt		(34,388)		(525)
Net cash provided by (used in) financing activities		(9,826)		6,896
Effect of exchange rate change on cash		128		61
Net change in cash, cash equivalents and restricted cash		1,366		2,876
Cash, cash equivalents and restricted cash, beginning of period		7,818		4,942
Cash, cash equivalents and restricted cash, end of period	$	9,184	$	7,818
Supplemental Disclosures:
Cash paid for interest	$	4,316	$	4,697
Noncash fee related to revolving debt facility	$	150	$	100

Williams Industrial Services Group

March 31, 2021

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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,				Year Ended December 31,
(in thousands)	2020		2019		2020		2019
Income (loss) from continuing operations	$	(713)	$	(296)	$	1,983	$	1,022
Add back:
Interest expense, net		1,443		1,528		6,083		6,032
Income tax expense		820		192		1,385		333
Depreciation and amortization expense		43		76		187		301
Stock-based compensation		801		584		2,503		1,595
Severance costs		—		865		421.00		1,314
Other non-recurring expenses		—		—		—		241
Franchise taxes		64		63		267		255
Loss on other receivables		—		—		—		189
Consulting expenses		(69)		433		194		585
Bank fees		314		548		314		685
Loss on extinguishment of debt		1,455		—		1,455		—
Foreign currency (gain) loss		(162)		206		(186)		20
Settlement expenses		—		—		129		—
Adjusted EBITDA - continuing operations	$	3,996	$	4,199	$	14,734	$	12,572

ADJUSTED EBITDA-CONTINUING OPERATIONS – RECONCILIATION OF ANNUAL AMOUNTS

	Three Months Ended December 31,				Year Ended December 31,
(in thousands)	2020		2019		2020		2019
Income (loss) from continuing operations	$	(713)	$	(296)	$	1,983	$	1,022
Add back:
Interest expense, net		1,443		1,528		6,083		6,032
Income tax expense		820		192		1,385		333
Depreciation and amortization expense		43		76		187		301
Stock-based compensation		801		584		2,503		1,595
Severance costs		—		865		—		—
Other non-recurring expenses		—		—		—		—
Franchise taxes		64		63		267		255
Loss on other receivables		—		—		—		189
Consulting expenses		(69)		433		194
Bank fees		314		548		314		—
Loss on extinguishment of debt		1,455		—		1,455		—
Foreign currency (gain) loss		(162)		206		(186)		20
Settlement expenses		—		—		129		—
Adjusted EBITDA - continuing operations	$	3,996	$	4,199	$	14,314	$	9,747

Williams Industrial Services Group

March 31, 2021

Page 10 of 10

NOTE 1 — Non-GAAP Financial Measures

Adjusted EBITDA

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 net income (loss) 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. 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 unusual gains or charges (stock-based compensation, severance costs, other non-recurring expenses, franchise taxes, loss on other receivables, consulting expenses, bank fees, foreign currency (gain) loss, loss on extinguishment of debt and settlement expenses), which are not always commensurate with the reporting period in which such items are included. Williams’ credit facility also contains ratios based on EBITDA. Adjusted EBITDA should not be considered an alternative to net income 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.

EX-99.2

Exhibit 99.2

Q4 2020 Financial Results March 31, 2021 Tracy Pagliara President & CEO NYSE American: WLMS Randy Lay SVP & Chief Financial Officer

2 2 Forward-looking Statement Disclaimer This presentation 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 ability to perform in accordance with guidance, realize opportunities and successfully achieve its growth and strategic initiatives, including diversifying the Company, increasing its margins and managing costs, future demand for the Company’s services, expectations regarding future contract awards, revenues, Adjusted EBITDA and positive 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, some of which have been, and may further be, exacerbated by the COVID-19 pandemic, including the Company’s level of indebtedness and ability to make payments on, and satisfy the financial and other covenants contained in, its debt facilities; 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 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; failure 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 its expansion into international markets; 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 performances or subcontractor insolvency; 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; compliance with environmental, health, safety and other related laws and regulations; limitations or modifications to indemnification regulations of the U.S. or Canada; the Company’s expected financial condition, future cash flows, results of operations and future capital and other expenditures; the impact of general economic conditions including the current economic disruption and any recession resulting from the COVID-19 pandemic; the impact of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, and cash flows; 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 participation in multiemployer pension plans; the impact of any disruptions resulting from the expiration of collective bargaining agreements; the impact of natural disasters and other severe catastrophic events (such as the ongoing COVID-19 pandemic); 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 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 section of the Annual Report on Form 10-K for its 2020 fiscal year titled “Risk Factors.” Any forward-looking statement speaks only as of the date of this presentation. 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. Non-GAAP Financial Measures This presentation will discuss some non-GAAP financial measures, which the Company believes are useful in evaluating its performance. You should not consider the presentation of this additional information in isolation or as a substitute for results prepared in accordance with GAAP. The Company has provided reconciliations of comparable GAAP to non-GAAP measures in tables found on the slides following the “Supplemental Information” slide of this presentation. Cautionary Notes Note: Unless otherwise noted, all discussion is based upon continuing operations.

3 Recent Highlights 2020 Revenue of $269.1 million versus $245.8 million in 2019, an increase of 9.5% .. Diversification of business through execution of robust strategic plan Achieved gross margin of 14.2% for Q4 and 12.6% for full year 2020 .. Solid margins in face of pandemic 2020 operating expenses were $24.5 million versus $25.5 million in 2019 .. Full year operating margin of 3.5% compared to 2.2% last year .. Adjusted for non-recurring expenses, SG&A was 8.6% of revenue in 2020 versus 9.2% in 2019 Adjusted EBITDA(1) was $4.0 million and $14.7 million for the fourth quarter and full year 2020, respectively .. Prior to adding back non-recurring operational expenses, EBITDA rose 47% year-over-year Solid base of business .. Year-end backlog $443.9 million .. Over $500 million of high-probability potential orders, with bookings of at least $300 million expected prior to year-end Refinanced credit facilities, saving $1.5 million in expense annually After end of year, uplisted to the NYSE American Stock Exchange (1) Adjusted EBITDA is a non-GAAP financial measure. Please see supplemental slides for a reconciliation of GAAP to non-GAAP financial results.

4 4 Cost-plus 89% Fixed-price 11% Strong Revenue Mix & Diverse End Markets 2020 Full Year Revenue $269.1 Million Contract Type End Markets (1) Vogtle 3 & 4 2020 revenue: $113.5 million Nuclear 54% Canada 13% Fuel Storage / Decommissioning 10% Energy Delivery 4% Industrial 6% Fossil 11% Chemical 2%

5 5 Solid Growth Trends, Even During Pandemic ($ in millions) $187.0 $188.9 $245.8 $269.1 2017 2018 2019 2020 2021E $315.0 .. Canada and fuel storage/decommissioning continue to drive growth opportunities .. Vogtle a much lower percentage of go-forward business; diversification strategy yielding results .. Opportunities abound in water/wastewater, nuclear, and energy delivery .. High percentage of cost plus contracts limits delivery risk .. 2021E represents midpoint of guidance

6 6 Continued Focus on Cost Containment $33.7 $32.5 $25.2 $24.3 $25.2 2017 2018 2019 2020 2021E Selling, General and Administrative Expenses ($ Millions) Over 25% Decrease 2021E represents midpoint of guidance (8% of revenue) Adjusted for one-time items, 2020 SG&A was $23.0 million, or 8.6% of sales

7 7 Execution Drives Results (1) Adjusted EBITDA is a non-GAAP financial measure. Please see supplemental slides for a reconciliation of GAAP to non-GAAP financial results. (2) Non-recurring/restructuring operating adjustments for 2020 -- $0.4M; 2019 - $2.9M; and 2018 - $17.6M -$11.7 -$6.0 $9.7 $17.0 $11.5 (2) $12.6 (2) $14.7(2) 2017 2018 2019 2020 2021E Adjusted Reported ($ in millions) Adjusted EBITDA (1) 2021E represents midpoint of guidance $14.3

8 Backlog Diversification Continues Total Backlog by End Market: $494.9M December 31, 2019 Vogtle 3 & 4 backlog: $155.0M Canada 6% Energy Delivery 1% Fossil 13% Nuclear 54% Industrial 2% Fuel Storage / Decommissioning 24% Total Backlog by End Market: $443.9M December 31, 2020 $ Millions Vogtle 3 & 4 backlog: $30.7M $468.4 $538.9 $184.7 $211.2 $166.7 $165.3 3/31/2020 6/30/2020 9/30/2020 12/31/2020 Total Backlog 12-month Convertible Backlog Total Backlog & 12-month Convertible Backlog $457.9 $443.9 Canada 2% Energy Delivery 3% Fossil 10% Nuclear 36% Industrial 1% Fuel Storage / Decommissioning 48%

9 9 F2021 Outlook .. Awards in Q4 2020 reflected COVID-19 delays and related impacts .. Activity has picked up in 2021, as pandemic restrictions ease • Book to burn ratio greater than one so far during Q1, 2021 • Recently won largest Florida order in Company history • Pipeline of over $500 million in high-probability potential orders • Feel confident that the Company is well positioned to win at least $300 million of contracts this year • Hiring of Mike Bruno as VP of Business Development .. An infrastructure company in improving economic environment .. Diversifying/expanding in new markets

10 10 F2021 IR Activities & Outreach .. Uplisting to NYSE American was culmination of restructuring period and broadened base of potential investors .. Completion of refinancing an important milestone .. Sell side research driving renewed interest after successful 2020 .. Investor calls and virtual meetings very active .. Plan for greater conference participation in 2021 • Sidoti – May 20 • UBS – June 8 • Jefferies – August 3 • Colliers – September 9 .. Company recognized as dynamic turnaround and growth story

11 11 Nuclear 46% Canada 14% Fuel Storage / Decommissioning 10% Energy Delivery 6% Chemical 2% Fossil 16% Industrial 6% 4Q Revenue Review End Market Revenue 4Q-2020 Vogtle 3 & 4 2020 4Q revenue: $20.7 million $66.8 $66.1 $72.5 $66.2 $64.1 4Q 2019 1Q 2020 2Q 2020 3Q 2020 4Q 2020 Fourth Quarter Revenue Bridge $ Millions *Numbers may not sum due to rounding (in millions) $ Change Fourth quarter 2019 revenue $ 66.8 Plant Vogtle Units 3 and 4 (9.7) Canada 3.3 Decommissioning 1.7 Project mix 2.0 Total change (2.7) Fourth quarter 2020 revenue* $ 64.1

12 Operating Trends Gross Margin of 14.2% in Q4 2020 • Up 60 basis points over Q4 2019 • Highest gross margin of 2020 • Reflects improved business mix $9.1 $6.9 $9.4 $8.7 $9.1 4Q 2019 1Q 2020 2Q 2020 3Q 2020 4Q 2020 12.9% 13.6% $ Millions 14.2% $8.5 $6.4 $5.6 $6.0 $6.5 4Q 2019 1Q 2020 2Q 2020 3Q 2020 4Q 2020 Gross Profit Operating Expenses Q4 2020 • Operating expenses of $6.5 million in Q4 2020 • Operating margin rose to 4.0% in Q4 2020 from 0.9% in Q4 2019 • Lower G&A expense year-over-year • Q4 2019 included $1.6 million of non-recurring expenses • Anticipate stable G&A levels in 2021 10.4% Operating Expenses 13.1%

13 Refinancing Complete; De-levering Underway Just as in second half of 2020, anticipate strong cash flow in 2021 .. Generated $17.4 million of operating cash in the fourth quarter of 2020 .. Debt reduced by $9.3 million in Q4 and $12.1 million for full year .. First time in over 5 years that the Company used operating cash flow to pay down debt – with more to come .. $221 million in remaining NOLs minimize cash tax requirements .. Reduced interest expense .. Low capex .. Effective working capital management Refinancing provides adequate liquidity .. Up to $50 million term loan facility -- $35 million drawn .. $30 million revolving credit facility Strategy in place to de-lever Company and strengthen capital structure

14 .. Guidance* -- 2021 Outlook * Guidance provided February 8, 2021 1Adjusted EBITDA is a non-GAAP financial measure. Please see supplemental slides for a reconciliation of GAAP to non-GAAP financial results. Fiscal 2021 Guidance Includes Top Line Growth and Solid Underlying Results Revenue $310 million to $320 million Gross Margin 11% to 13% SG&A 7.75% to 8.25% of revenue Adjusted EBITDA(1) (from continuing operations) $16 million to $18 million Financial Priorities: • Diversify backlog • Keep expenses low • Improve working capital • Leverage operating structure • Reduce debt

NYSE American: WLMS Adjusted EBITDA 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 net income (loss) 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. 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 unusual gains or charges (stock-based compensation, severance costs, other non-recurring expenses, franchise taxes, loss on other receivables, consulting expenses, bank fees, foreign currency (gain) loss, loss on extinguishment of debt and settlement expenses), which are not always commensurate with the reporting period in which such items are included. Williams’ credit facility also contains ratios based on EBITDA. Adjusted EBITDA should not be considered an alternative to net income 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. .. Supplemental Information

16 16 Adjusted EBITDA Reconciliation ADJUSTED EBITDA-CONTINUING OPERATIONS Three Months Ended December 31, Year Ended December 31, (in thousands) 2020 2019 2020 2019 Income (loss) from continuing operations $ (713) $ (296) $ 1,983 $ 1,022 Add back: Interest expense, net 1,443 1,528 6,083 6,032 Income tax expense 820 192 1,385 333 Depreciation and amortization expense 43 76 187 301 Stock-based compensation 801 584 2,503 1,595 Severance costs — 865 421 1,314 Other non-recurring expenses — — — 241 Franchise taxes 64 63 267 255 Loss on other receivables — — — 189 Consulting expenses (69) 433 194 585 Bank fees 314 548 314 685 Loss on extinguishment of debt 1,455 — 1,455 — Foreign currency (gain) loss (162) 206 (186) 20 Settlement expenses — — 129 — Adjusted EBITDA - continuing operations $ 3,996 $ 4,199 $ 14,734 $ 12,572 ADJUSTED EBITDA-CONTINUING OPERATIONS – EXCLUDING NON-RECURRING ITEMS Three Months Ended December 31, Year Ended December 31, (in thousands) 2020 2019 2020 2019 Income (loss) from continuing operations $ (713) $ (296) $ 1,983 $ 1,022 Add back: Interest expense, net 1,443 1,528 6,083 6,032 Income tax expense 820 192 1,385 333 Depreciation and amortization expense 43 76 187 301 Stock-based compensation 801 584 2,503 1,595 Severance costs — 865 — — Other non-recurring expenses — — — — Franchise taxes 64 63 267 255 Loss on other receivables — — — 189 Consulting expenses (69) 433 194 Bank fees 314 548 314 — Loss on extinguishment of debt 1,455 — 1,455 — Foreign currency (gain) loss (162) 206 (186) 20 Settlement expenses — — 129 — Adjusted EBITDA - continuing operations $ 3,996 $ 4,199 $ 14,314 $ 9,747

17 17 Fourth Quarter 2020 Revenue Bridge (in millions) $ Change Fourth quarter 2019 revenue $ 66.8 Plant Vogtle Units 3 and 4 (9.7) Canada 3.3 Decommissioning 1.7 Project mix 2.0 Total change (2.7) Fourth quarter 2020 revenue* $ 64.1 2020 Full Year Revenue Bridge (in millions) $ Change 2019 revenue $ 245.8 Plant Vogtle Units 3 and 4 14.6 Canada 18.8 Decommissioning 18.8 Nuclear Maintenance (19.1) Oil & Gas (8.1) Project mix (1.7) Total change 23.3 2020 revenue* $ 269.1 *Numbers may not sum due to rounding Revenue Bridge