UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐	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. 001-16501

Williams Industrial Services Group Inc.

(Exact name of registrant as specified in its charter)



Delaware		73-1541378
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Ashford Center North, Suite 425

Atlanta, GA 30338

(Address of principal executive offices) (Zip code)

(770) 879-4400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (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, a 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 ⌧

As of November 7, 2022, there were 26,422,761 shares of common stock of Williams Industrial Services Group Inc. outstanding.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

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Part I—FINANCIAL INFORMATION	2

Item 1. Financial Statements	2

Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (unaudited)	2

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)	3

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)	4

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)	5

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (unaudited)	6

Notes to Condensed Consolidated Financial Statements (unaudited)	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3. Quantitative and Qualitative Disclosures about Market Risk	34

Item 4. Controls and Procedures	35

Part II—OTHER INFORMATION

Item 1. Legal Proceedings	36

Item 1A. Risk Factors	36
Item 6. Exhibits	37

SIGNATURES	38

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Part I—FINANCIAL INFORMATION

Item 1. Financial Statements.

WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



(in thousands, except share data)	September 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,013	$	2,482
Restricted cash		468		468
Accounts receivable, net of allowance of $318 and $427, respectively		37,339		35,204
Contract assets		10,076		12,683
Other current assets		10,675		11,049
Total current assets		59,571		61,886

Property, plant, and equipment, net		1,016		653
Goodwill		35,400		35,400
Intangible assets		12,500		12,500
Other long-term assets		7,732		5,712
Total assets	$	116,219	$	116,151

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,732	$	12,168
Accrued compensation and benefits		14,312		12,388
Contract liabilities		3,440		3,412
Short-term borrowings		14,525		676
Current portion of long-term debt		1,050		1,050
Other current liabilities		4,630		11,017
Current liabilities of discontinued operations		106		316
Total current liabilities		49,795		41,027
Long-term debt, net (Note 9)		21,809		30,328
Deferred tax liabilities		2,263		2,442
Other long-term liabilities		4,440		1,647
Long-term liabilities of discontinued operations		3,513		4,250
Total liabilities		81,820		79,694
Commitments and contingencies (Note 11)
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 26,422,761 and 25,939,621 shares outstanding, respectively		264		261
Paid-in capital		93,705		92,227
Accumulated other comprehensive loss		(440)		(95)
Accumulated deficit		(59,124)		(55,930)
Treasury stock, at par (442,303 and 469,168 common shares, respectively)		(6)		(6)
Total stockholders’ equity		34,399		36,457
Total liabilities and stockholders’ equity	$	116,219	$	116,151

See accompanying notes to condensed consolidated financial statements.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2022		2021		2022		2021
Revenue	$	56,685	$	73,351	$	182,303	$	225,773
Cost of revenue		55,936		66,590		173,564		203,561

Gross profit		749		6,761		8,739		22,212

Selling and marketing expenses		322		267		1,054		709
General and administrative expenses		6,657		4,248		19,022		16,931
Depreciation and amortization expense		61		50		173		137
Total operating expenses		7,040		4,565		20,249		17,777

Operating income (loss)		(6,291)		2,196		(11,510)		4,435

Interest expense, net		1,485		1,227		3,965		3,733
Other (income) expense, net		(11,114)		181		(11,533)		(1,411)
Total other (income) expense, net		(9,629)		1,408		(7,568)		2,322

Income (loss) from continuing operations before income tax		3,338		788		(3,942)		2,113
Income tax expense (benefit)		(272)		(6)		(214)		256
Income (loss) from continuing operations		3,610		794		(3,728)		1,857

Income (loss) from discontinued operations before income tax		(45)		(34)		(92)		130
Income tax expense (benefit)		(3)		22		(626)		59
Income (loss) from discontinued operations		(42)		(56)		534		71

Net income (loss)	$	3,568	$	738	$	(3,194)	$	1,928

Basic income (loss) per common share
Income (loss) from continuing operations	$	0.14	$	0.03	$	(0.14)	$	0.07
Income (loss) from discontinued operations		—		(0.00)		0.02		0.00
Basic income (loss) per common share	$	0.14	$	0.03	$	(0.12)	$	0.07

Diluted income (loss) per common share
Income (loss) from continuing operations	$	0.14	$	0.03	$	(0.14)	$	0.07
Income (loss) from discontinued operations		(0.01)		(0.00)		0.02		0.00
Diluted income (loss) per common share	$	0.13	$	0.03	$	(0.12)	$	0.07

See accompanying notes to condensed consolidated financial statements.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net income (loss)	$	3,568	$	738	$	(3,194)	$	1,928
Foreign currency translation adjustment		(318)		(98)		(345)		(64)
Comprehensive income (loss)	$	3,250	$	640	$	(3,539)	$	1,864

See accompanying notes to condensed consolidated financial statements.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)


							Accumulated
	Common Shares						Other
	$0.01 Per Share				Paid-in		Comprehensive		Accumulated	Treasury Shares
(in thousands, except share data)	Shares		Amount		Capital		Income (Loss)		Deficit	Shares		Amount		Total
Balance, December 31, 2020	25,926,333	$	256	$	90,292	$	28	$	(58,673)	(589,891)	$	(8)	$	31,895
Restricted stock awards granted	164,388		—		—		—		—	—		—
Restricted stock units vested	274,448		4		—		—		—	120,723		2		6
Tax withholding on restricted stock units	—		—		(545)		—		—	—		—		(545)
Stock-based compensation	—		—		625		—		—	—		—		625
Foreign currency translation	—		—		—		4		—	—		—		4
Net loss	—		—		—		—		(1,681)	—		—		(1,681)
Balance, March 31, 2021	26,365,169	$	260	$	90,372	$	32	$	(60,354)	(469,168)	$	(6)	$	30,304
Restricted stock units vested	19,501		—		—		—		—	—		—		—
Tax withholding on restricted stock units	—		—		40		—		—	—		—		40
Stock-based compensation	—		—		424		—		—	—		—		424
Foreign currency translation	—		—		—		30		—	—		—		30
Net income	—		—		—		—		2,871	—		—		2,871
Balance, June 30, 2021	26,384,670	$	260	$	90,836	$	62	$	(57,483)	(469,168)	$	(6)	$	33,669
Stock-based compensation	—		—		834		—		—	—		—		834
Foreign currency translation	—		—		—		(98)		—	—		—		(98)
Net income	—		—		—		—		738	—		—		738
Balance, September 30, 2021	26,384,670	$	260	$	91,670	$	(36)	$	(56,745)	(469,168)	$	(6)	$	35,143


							Accumulated
	Common Shares						Other
	$0.01 Per Share				Paid-in		Comprehensive		Accumulated	Treasury Shares
(in thousands, except share data)	Shares		Amount		Capital		Income (Loss)		Deficit	Shares		Amount		Total
Balance, December 31, 2021	26,408,789	$	261	$	92,227	$	(95)	$	(55,930)	(469,168)	$	(6)	$	36,457
Restricted stock awards granted	291,894		—		—		—		—	—		—		—
Stock-based compensation	—		—		(147)		—		—	—		—		(147)
Foreign currency translation	—		—		—		142		—	—		—		142
Net loss	—		—		—		—		(2,044)	—		—		(2,044)
Balance, March 31, 2022	26,700,683	$	261	$	92,080	$	47	$	(57,974)	(469,168)	$	(6)	$	34,408
Restricted stock units vested	169,255		—		—		—		—	26,865		—		—
Tax withholding on restricted stock units	—		2		(165)		—		—	—		—		(163)
Stock-based compensation	—		—		1,293		—		—	—		—		1,293
Foreign currency translation	—		—		—		(169)		—	—		—		(169)
Net loss	—		—		—		—		(4,718)	—		—		(4,718)
Balance, June 30, 2022	26,869,938	$	263	$	93,208	$	(122)	$	(62,692)	(442,303)	$	(6)	$	30,651
Restricted stock units forfeited	(4,874)		—		—		—		—	—		—		—
Tax withholding on restricted stock units	—		1		3		—		—	—		—		4
Stock-based compensation	—		—		494		—		—	—		—		494
Foreign currency translation	—		—		—		(318)		—	—		—		(318)
Net income	—		—		—		—		3,568	—		—		3,568
Balance, September 30, 2022	26,865,064	$	264	$	93,705	$	(440)	$	(59,124)	(442,303)	$	(6)	$	34,399

See accompanying notes to condensed consolidated financial statements.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30,
(in thousands)	2022		2021
Operating activities:
Net income (loss)	$	(3,194)	$	1,928
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Net income from discontinued operations		(534)		(71)
Deferred income tax benefit		(178)		(304)
Depreciation and amortization on plant, property, and equipment		173		137
Amortization of deferred financing costs		636		623
Amortization of debt discount		150		150
Bad debt expense		(26)		(123)
Stock-based compensation		1,120		2,579
Changes in operating assets and liabilities:
Accounts receivable		(2,551)		(11,896)
Contract assets		2,547		(4,824)
Other current assets		2		(5,113)
Other assets		(2,202)		(214)
Accounts payable		(331)		2,121
Accrued and other liabilities		(692)		6,628
Contract liabilities		29		(39)
Net cash used in operating activities, continuing operations		(5,051)		(8,418)
Net cash used in operating activities, discontinued operations		(413)		(348)
Net cash used in operating activities		(5,464)		(8,766)
Investing activities:
Purchase of property, plant, and equipment		(536)		(537)
Net cash used in investing activities		(536)		(537)
Financing activities:
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation		(159)		(501)
Debt issuance costs		(175)		—
Proceeds from short-term borrowings		211,875		208,421
Repayments of short-term borrowings		(198,026)		(204,101)
Repayments of long-term debt		(8,844)		(788)
Net cash provided by financing activities		4,671		3,031
Effect of exchange rate change on cash		(140)		112
Net change in cash, cash equivalents and restricted cash		(1,469)		(6,160)
Cash, cash equivalents and restricted cash, beginning of period		2,950		9,184
Cash, cash equivalents and restricted cash, end of period	$	1,481	$	3,024

Supplemental Disclosures:
Cash paid for interest	$	2,778	$	2,781
Cash paid for income taxes, net of refunds	$	—	$	1,841

See accompanying notes to condensed consolidated financial statements.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1—BUSINESS AND BASIS OF PRESENTATION

Business

Williams Industrial Services Group Inc. (together with its wholly owned subsidiaries, “Williams,” the “Company,” “we,” “us” or “our,” unless the context indicates otherwise) was initially formed in 1998 as GEEG Inc., a Delaware corporation, and in 2001 changed its name to “Global Power Equipment Group Inc.,” and, as part of a reorganization, became the successor to GEEG Holdings, L.L.C., a Delaware limited liability company. Effective June 29, 2018, the Company changed its name to Williams Industrial Services Group Inc. to better align its name with the Williams business, and the Company’s stock trades on the NYSE American LLC under the ticker symbol “WLMS.” Williams has been safely helping power plant owners and operators enhance asset value for more than 50 years. It provides a broad range of construction, maintenance, and support services to infrastructure customers in energy, power, and industrial end markets. The Company’s 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.

Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) on a basis consistent with that used in the Annual Report on Form 10-K for the year ended December 31, 2021, filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2022 (the “2021 Report”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, including all normal recurring adjustments, necessary to present fairly the unaudited condensed consolidated balance sheets and statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the periods indicated. All significant intercompany transactions have been eliminated. The December 31, 2021 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These unaudited condensed consolidated interim financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the 2021 Report. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for any interim period are not necessarily indicative of operations to be expected for the full year.

The Company reports on a fiscal quarter basis utilizing a “modified” 5-4-4 calendar (modified in that the fiscal year always begins on January 1 and ends on December 31). However, the Company has continued to label its quarterly information using a calendar convention. The effects of this practice are modest and only exist when comparing interim period results. The reporting periods and corresponding fiscal interim periods are as follows:



Reporting Interim Period	Fiscal Interim Period
	2022	2021
Three Months Ended March 31	January 1, 2022 to April 3, 2022	January 1, 2021 to April 4, 2021
Three Months Ended June 30	April 4, 2022 to July 3, 2022	April 5, 2021 to July 4, 2021
Three Months Ended September 30	July 4, 2022 to October 2, 2022	July 5, 2021 to October 3, 2021

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NOTE 2—LIQUIDITY

As noted above, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and on a basis consistent with the 2021 Report, which contemplates that the Company will continue to operate as a going concern, which means that it will be able to meet its obligations and continue its operations during the twelve-month period following the issuance of this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2022 (this “Form 10-Q”). Therefore, these financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

The Company had negative cash flows from operations during the nine months ended September 30, 2022. These negative cash flows were primarily a consequence of the four factors described in the paragraph below.

In connection with the preparation of the accompanying unaudited condensed consolidated financial statements, management assessed the Company’s financial condition and concluded that the following primary factors, taken in the aggregate, raised substantial doubt regarding the Company’s ability to continue as a going concern for the twelve-month period following the issuance of this Form 10-Q.

•

Significant losses incurred on a number of fixed price contracts in our Florida water business, which have been the subject of prior disclosures.

•

Start-up costs related to the Company’s entry into the transmission and distribution market, which have utilized cash resources and, while ultimately anticipated to benefit the Company’s business, have negatively impacted liquidity.

•

Failure to convert pipeline opportunities into revenue, which have had the effect of delaying the Company’s receipt of cash from such opportunities.

•

Delays in collecting cash receipts from customers.

To address the negative cash flows in the Company’s business, the Company has developed a liquidity plan, the implementation of which management believes will alleviate the substantial doubt about the Company’s ability to continue as a going concern during the twelve-month period following the issuance of this Form 10-Q. The liquidity plan, which will continue to be refined as circumstances dictate, contemplates the following key elements, in which the Company will:

•

Take steps to enhance profitability of non-performing businesses;

•

Lower the cost of services by removing nonbillable expenses that cannot be recovered;

•

Aggressively reduce operating expenses; and

•

Shorten the collection cycle time on the Company’s accounts receivable and lengthen the payment cycle time on its accounts payable.

On August 3, 2022, as a result of the Company being unable to comply with its debt covenants as of June 30, 2022, the Company amended its existing Revolving Credit Agreement and the Term Loan Agreement (as defined below), which among other things, amended the calculation of EBITDA (as defined in the Revolving Credit Agreement), and Consolidated EBITDA (as defined in the Term Loan Agreement) to include (or “add back”) certain non-recurring losses and expenses relating to projects executed in Jacksonville, Florida, one-time costs and expenses incurred in connection with the Company’s transmission and distribution business unit start-up, and costs and expenses arising out of the Company’s litigation with a former executive and his employer (in each case, subject to certain specified dollar limits), as well as to amend and increase the Total Leverage Ratio (as defined in the Term Loan Agreement) applicable to the Company for certain periods. For additional information regarding the amendments, see “Note 9—Debt.”

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While the above-mentioned factors have negatively affected the Company’s liquidity, there were two developments in the third and fourth quarter of 2022 that resulted in material cash receipts by the Company. Specifically, the Company settled two legal claims. The first such settlement involved a cash collection in the third quarter of 2022 of approximately $8.1 million related to an arbitration proceeding initiated by the Company against a third party in connection with the restatement of the Company’s financial statements in 2017 for the 2012 to 2014 period. The second matter, settled in the fourth quarter of 2022, involved litigation against a former executive and his employer that resulted in the employer of the former executive agreeing to pay a cash settlement of $2.7 million. The Company recognized both settlements as other income during the third quarter of 2022. The $8.1 million settlement proceeds were used to prepay part of the Company’s Term Loan and the $2.7 million settlement, which was collected on October 13, 2022, was used to repay a portion of the Revolving Credit Facility. As a result, the full amount of these settlement receipts could not be used for general working capital purposes and did not materially affect the Company’s liquidity. For additional information about the arbitration and legal settlements, please refer to “Note 9—Debt” and “Note 14—Subsequent Events” to the unaudited condensed consolidated financial statements included in this Form 10-Q.

In the first nine months of 2022, the Company’s principal sources of liquidity were borrowings under the Revolving Credit Facility and efforts to effectively manage its working capital. The Company anticipates that this will continue to be the case in the fourth quarter of 2022, subject to the anticipated benefits of the liquidity plan outlined above. The Company continues to monitor its liquidity and capital resources closely. If market conditions were to change, and revenue is reduced or operating costs either increased or could not be reduced as contemplated by the Company’s liquidity plan, cash flows and liquidity could be materially negatively impacted.

While management believes its liquidity plan alleviates the substantial doubt regarding the Company’s ability to continue as a going concern during the ensuing twelve-month period, the Company cannot provide any assurance that it will be able to implement its liquidity plan successfully or, even if successfully implemented, that the plan will ultimately result in the Company continuing as a going concern. In addition, the Company could be unable to meet its obligations under its existing indebtedness, including failing to comply with any of its covenants. If any such failures are not waived by the Company’s lenders, it would result in an event of default under such indebtedness and the potential acceleration of outstanding indebtedness thereunder and the potential foreclosure on the collateral securing such debt, and would likely cause a cross-default under the Company’s other outstanding indebtedness. If the liquidity plan does not have the intended effect, the Company may need to seek relief from the Company’s lenders or take steps to raise additional capital, such as selling equity or debt securities or entering into additional borrowing arrangements, to sustain operations, which may not be available on favorable terms, or at all, in which case the Company will be required to pursue other alternatives, which may include selling assets, selling or merging its business, ceasing operations or filing a petition for bankruptcy (either liquidation or reorganization) under applicable bankruptcy laws.

NOTE 3—RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

The Company did not implement any new accounting pronouncements during the first nine months of 2022. However, the Company is currently evaluating the impact of future disclosures that may arise under recent SEC proposals.

NOTE 4—LEASES

The Company primarily leases office space and related equipment, as well as equipment, modular units and vehicles directly used in providing services to its customers. The Company’s leases have remaining lease terms of one to ten years. Most leases contain renewal options for varying periods, which are at the Company’s sole discretion and included in the expected lease term if they are reasonably certain of being exercised. In accordance with ASU 2016-02, the Company accounts for lease components, such as fixed payments including rent, real estate taxes, and insurance costs, separately from the non-lease components, such as common area maintenance costs.

In accordance with ASU 2016-02, for leases with terms greater than twelve months, the Company records the related right-of-use assets and lease liabilities at the present value of the fixed lease payments over the lease term at the lease commencement date. The Company uses its incremental borrowing rate to determine the present value of the lease as the rate implicit in the lease is typically not readily determinable.

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Short-term leases (leases with an initial term of twelve months or less or leases that are cancelable by the lessee and lessor without significant penalties) are expensed on a straight-line basis over the lease term. The majority of the Company’s short-term leases relate to equipment used in delivering services to its customers. These leases are entered into at agreed upon hourly, daily, weekly, or monthly rental rates for an unspecified duration and typically have a termination for convenience provision. Such equipment leases are considered short-term in nature unless it is reasonably certain that the equipment will be leased for a term greater than twelve months.

On September 2, 2021, the Company made the decision to relocate its corporate headquarters to Atlanta, Georgia and entered into a ten-year lease agreement. The Company completed its relocation in March 2022. The lease is presented as a right-of-use asset and lease liability and the lease liability amounts to $3.3 million with a present value of $2.2 million over a ten-year term. If the Company defaults, the landlord has the right to use the security deposit for rent or other payments due to other damages, injury, expense or liability as defined in the lease agreement. Although the security deposit shall be deemed the property of the landlord, any remaining balance of the security deposit shall be returned by the landlord to the Company after termination of the lease as the Company’s obligations under the lease have been fulfilled. The Company subleased a portion of its former office space and collected $44,000 of sublease income during the nine months ended September 30, 2022.

The components of lease expense were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Lease Cost/(Sublease Income) (in thousands)	2022		2021		2022		2021
Operating lease cost	$	549	$	619	$	1,668	$	1,711
Short-term lease cost		2,125		1,051		5,353		2,484
Sublease income		(14)		(5)		(44)		(5)
Total lease cost	$	2,660	$	1,665	$	6,977	$	4,190

Lease cost related to finance leases was not significant for the three and nine months ended September 30, 2022 and 2021.

Information related to the Company’s right-of-use assets and lease liabilities were as follows:


Lease Assets/Liabilities (in thousands)	Balance Sheet Classification	September 30, 2022		December 31, 2021
Lease Assets
Right-of-use assets	Other long-term assets	$	3,738	$	1,527

Lease Liabilities
Short-term lease liabilities	Other current liabilities	$	1,572	$	1,606
Long-term lease liabilities	Other long-term liabilities		2,582		511
Total lease liabilities		$	4,154	$	2,117

Supplemental information related to the Company’s leases were as follows:


	Nine Months Ended September 30,
(dollars in thousands)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash used by operating leases	$	1,810	$	1,810
Right-of-use assets obtained in exchange for new operating lease liabilities		3,669		1,549
Weighted-average remaining lease term - operating leases		5.34 years		1.47 years
Weighted-average remaining lease term - finance leases		1.48 years		2.48 years
Weighted-average discount rate - operating leases		9%		9%
Weighted-average discount rate - finance leases		9%		9%

Table of Contents

Total remaining lease payments under the Company’s operating and finance leases were as follows:


	Operating Leases		Finance Leases

Nine Months Ended September 30,	(in thousands)
Remainder of 2022	$	557	$	1
2023		1,490		6
2024		653		1
2025		375		-
2026		381		-
Thereafter		1,873		-
Total lease payments	$	5,329	$	8
Less: interest		(1,183)		-
Present value of lease liabilities	$	4,146	$	8

NOTE 5—CHANGES IN BUSINESS

Discontinued Operations

Electrical Solutions

During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment (which was comprised solely of Koontz-Wagner Custom Controls Holdings LLC (“Koontz-Wagner”), a wholly owned subsidiary of the Company) in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment has been presented as a discontinued operation for all periods presented.

On July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. As a result of the July 11, 2018 bankruptcy of Koontz-Wagner, the Company recorded a pension withdrawal liability of $2.9 million related to Koontz-Wagner’s International Brotherhood of Electrical Workers Local Union 1392 (“IBEW”) multi-employer pension plan.

After an arbitration process, on May 12, 2021, an arbitrator concluded that the IBEW used an incorrect per hour contribution rate in calculating the Company’s pension withdrawal liability, which resulted in the Company overpaying. The arbitrator directed IBEW to refund all overpayments, with interest, to the Company and to redetermine the Company’s payments going forward using the proper contribution rate. Accordingly, the Company’s overall pension withdrawal liability decreased by approximately $0.3 million. The pension liability is expected to be satisfied by annual cash payments of $0.3 million each, paid in quarterly installments, through 2038. The Company recorded a gain on disposal of approximately $0.2 million during the first nine months of 2021 to reduce its previously recorded estimated withdrawal liability.

Mechanical Solutions

During the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment and determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment has been presented as a discontinued operation for all periods presented.

Table of Contents

As of September 30, 2022 and December 31, 2021, the Company did not have any assets related to its Electrical Solutions’ and Mechanical Solutions’ discontinued operations. The following table presents a reconciliation of the carrying amounts of major classes of liabilities of Electrical Solutions’ and Mechanical Solutions’ discontinued operations:



(in thousands)	September 30, 2022		December 31, 2021
Liabilities:
Current liabilities of discontinued operations	$	106	$	316
Liability for pension obligation		2,307		2,368
Liability for uncertain tax positions		1,206		1,882
Long-term liabilities of discontinued operations		3,513		4,250
Total liabilities of discontinued operations	$	3,619