Investor Presentation August 2020 Tracy Pagliara Randy Lay - - PowerPoint PPT Presentation

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Investor Presentation August 2020 Tracy Pagliara Randy Lay President and CEO Senior VP & CFO Your Trust. Our Passion . Company Confidential Cautionary Notes Note: Unless otherwise noted, all discussion is based upon continuing


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Company Confidential

Investor Presentation

August 2020

Tracy Pagliara Randy Lay

President and CEO Senior VP & CFO

Your Trust. Our Passion.

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Note: Unless otherwise noted, all discussion is based upon continuing operations. 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 realize opportunities and successfully achieve its growth and strategic initiatives, the Company’s strategy to generate cash and strengthen its capital structure, the Company’s ability to uplist to a major exchange in 2020, the impact of the COVID-19 pandemic on the Company’s business, operations, and financial condition, the Company’s ability to control costs, future demand for the Company’s services, the Company’s ability to diversity its business, offset the impact of the expected Vogtle project completion, manage expenses, reduce working capital, and improve returns for shareholders, the Company’s performance, work in the nuclear, industrial, and chemical markets, expectations for future growth of revenue, profitability and earnings, including the Company’s ability to grow its core business, expand its customer base, increase backlog and convert backlog to revenue, as well as revenue, profitability and earnings, the Company’s ability to expand in the energy deliver, fossil fuel and renewable energy markets, 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 its ability to comply with the terms of its debt instruments and access letters of credit, ability to implement strategic initiatives, business plans, and liquidity plans, and ability to maintain effective internal control over financial reporting and disclosure controls and

  • procedures. Actual results, performance or achievements may differ materially from those expressed or implied in the forward-looking statements. Additional risks and

uncertainties that could cause or contribute to such material differences include, but are not limited to, reduced need for construction or maintenance services in the Company’s targeted markets, or increased regulation of such markets, loss of any of the Company’s major customers, whether pursuant to the loss of pending or future bids for either new business or an extension of existing business, termination of customer or vendor relationships, cost increases and project cost overruns, unforeseen schedule delays, poor performance by its subcontractors, cancellation of projects, the impact of the COVID-19 pandemic on the Company generally or on any of the Company’s customers or vendors upon which it relies, including, among other things, changes in capital spending by the Company’s customers and the significant adverse impacts on economic and market conditions of the COVID-19 pandemic and the Company’s ability to respond to the challenges and business disruption presented by the COVID-19 pandemic, the recent disruption of the global energy market and resulting low fuel prices, competition, including competitors being awarded business by current customers, damage to the Company’s reputation, warranty or product liability claims, increased exposure to environmental or other liabilities, failure to comply with various laws and regulations, failure to attract and retain highly-qualified personnel, loss of customer relationships with critical personnel, volatility of the Company’s stock price, deterioration or uncertainty of credit markets, and changes in the economic, social and political conditions in the United States, including the banking environment or monetary policy. 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 2019 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

  • r 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.

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Cautionary Notes

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  • A leading provider of construction and maintenance services for blue-chip customers in the

energy & industrial markets

  • Operations restructured, driving improved financial performance/outlook
  • Tremendous market opportunity with low risk business model; demand largely immune to

economic cycles and geopolitical disruptions

  • Solid and growing backlog – with business development initiatives in place to further diversify

the Company and penetrate new end-markets

  • Good cash flow from operations, with minimal capital expenditures and substantial net
  • perating losses (NOLs) to reduce cash tax obligations
  • Completed refinancing and rights offering – broadly subscribed – strengthening financial

flexibility

  • Goal to uplist from the OTC to a national exchange in 2020, subject to market conditions

3

Overview & Investment Thesis

Market Capitalization $33M 52-Week Price Range $0.87 - $2.20 Recent Price $1.32 Average Volume (3 mo.) 33,500 Common Shares Outstanding 25.3M Ownership: Institutions 55% Insiders 24%

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New leadership hired to realign business operations & drive growth Finalized sale and closure of non-core operations in 2016-18 Relocated HQ in 2018 — eliminated 30 permanent positions and reduced SG&A by $17.6M Implemented enhanced internal controls over financial reporting and eliminated material weaknesses Put in place strategic growth initiatives to penetrate new markets and diversify backlog Recapitalized balance sheet with refinanced credit facilities and rights

  • ffering

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Some Historical Perspective

A restructured, streamlined, focused company…

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  • Capital and maintenance and modification projects and new construction
  • Outages, shutdowns and turnarounds
  • Capital construction and upgrades
  • Staff and craft labor
  • Welding, machining, safety and quality services
  • Emergency repair services
  • Civil, mechanical and electrical installation and repairs
  • Boiler/steam generator service and repair

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A Diverse Array of Energy & Industrial Offerings

Wastewater Treatment Plants Pipeline Terminals & Stations Pulp & Paper Mills Nuclear Plants Energy Delivery (Tunnels) Fossil Plants

  • Protective coatings and linings
  • Insulation
  • Asbestos and lead paint abatement
  • Roofing and siding systems
  • Material condition upgrade programs
  • Fire protection systems
  • Valve & turbine maintenance and repairs
  • Wastewater system maintenance and upgrades

5

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Core Markets & Existing/Target Customers

ENERGY

Power

Nuclear US/Canada Fuel Storage/ Decommissioning (Nuclear) Fossil

INDUSTRIAL

Water Pulp & Paper Chemical

Renewables

Energy Delivery

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Williams Current / Recent Project Sites

Energy Northwest Richland, WA SONGS Pendleton, CA AEP Cook Berrien County, MI Buckeye Corpus Christie, TX WestRock Cottonton, AL Farley Dothan, AL Browns Ferry Athens, AL JEA Jacksonville, FL Hatch Baxley, GA Vogtle Waynesboro, GA Sequoyah Soddy-Daisy, TN GUBMK Knoxville, TN Watts Bar Spring City, TN ConEd New York, NY Pixel Chillicothe, OH Bruce Power Port Elgin, ON Haldor Topsoe Pasadena, TX OPG Pickering, ON Holtec & CDI Camden, NJ GRU Gainesville, FL TOOP Orange Park, FL Entergy Jackson, MS Entergy River Bend Station, LA

Corporate Headquarters Tucker, GA Nuclear Fuel Storage / Decommissioning Fossil, Energy Delivery & Renewables Oil & Gas Water Pulp & Paper

Clay County Utility Authority Middleburg, FL Oyster Creek Lacey Township, NJ Peach Bottom Delta, PA Pilgram Plymouth, MA Apex Oil Galveston, TX

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Addressable Markets – Large and Growing

2020 through 2024 (approximate $ in millions)

Target Markets Annual Addressable Opportunities Nuclear – U.S. $200 - $600 Nuclear – Canada $125 - $250 Nuclear – Fuel Storage/ Decommissioning $125 - $300 Fossil $75 - $150 Energy Delivery $50 - $150 Renewables $25 - $100 Chemical $50 - $200 Industrial (Water / Pulp & Paper) $50 - $250 TOTAL ~$700 - $2,000

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Nuclear

  • Entire Life Cycle of Nuclear Services – Leverage expertise as only provider of entire life cycle of nuclear

services – new construction, maintenance, projects and decommissioning

  • USA
  • Over 40 years’ experience with nuclear projects, maintenance and construction
  • Vogtle Plants 3&4 under construction
  • Continue to grow nuclear project work with TVA
  • Canada
  • Engaged in projects at both Bruce Power and Ontario Power Generation
  • Presence established with local leadership

Fuel Storage / Decommissioning

  • Strong relationship with CDI and Holtec, leading providers of fuel storage/decommissioning services
  • Significant projects now moving forward at multiple sites

Energy Delivery, Fossil, & Renewables

  • Expand fossil work at TVA due to strong 35 year relationship with GUBMK
  • Target renewables – offshore wind foundations (coatings), solar, etc.
  • Secure new customers for EV stations and battery storage installs
  • Significant potential opportunities regarding Florida storm hardening and Northeast gas distribution upgrades

Industrial

  • Significant favorable market dynamics due to water infrastructure needs
  • Growing water business in Florida – adding new customers
  • Business development initiatives tied to pulp & paper
  • Current focus on chemical (tied to natural gas liquids and cheap feedstocks) maintenance and capital

projects

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Growth Strategy Underway

Well positioned to more than offset Vogtle project completion in 2022, with a focus on major customers in new end markets

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It’s Working – Revenue Rose Nearly 30% in 2019

($ in millions)

  • Entrance into Canada nuclear industry has driven revenue growth
  • Strong performance in core US power end markets – nuclear, fuel storage/decommissioning, and

fossil

  • Opportunities abound in energy delivery, water, chemical (tied to natural gas), pulp & paper and

renewable end markets

  • High percentage of cost plus contracts limits delivery risk
  • 2020E represents midpoint of guidance

Contract Type

Fixed-price 12% Cost-plus 88%

$187.0 $188.9 $245.8 $280.0 2017 2018 2019 2020E

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U.S. Nuclear, 70% Water / Pulp & Paper / Other, 8% Energy Delivery, 4% Fossil, 18%

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Backlog Diversification Continues

Vogtle 3 & 4 Backlog: $135.4M

Diversification Under Way to Replace Vogtle Business

Total Backlog by Industry December 31, 2016 Total Backlog by Industry March 31, 2020

U.S. Nuclear, 52% Fuel Storage / Decommissioning, 24% Canada Nuclear, 5% Water / Pulp & Paper / Other, 3% Energy Delivery, 4% Fossil, 12%

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  • 25% reduction in SG&A expenses since 2017
  • Consolidated headquarters in Atlanta and realigned operations in 2018
  • Reduced corporate headcount by approximately 30 positions

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Large Reductions in Cost Achieved

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$33.7 $32.5 $25.2 $23.1 2017 2018 2019 2020E

Selling, General and Administrative Expenses ($ Millions)

25% Decrease

2020E represents midpoint of guidance

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Execution Drives Improving 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 amounts for 2019 - $3.0M and 2018 - $17.6M

  • $11.7
  • $6.0

$9.6 $11.5 (2) $12.6 (2) $14.0 2017 2018 2019 2020E

Adjusted Reported

($ in millions)

Adjusted EBITDA (1) 2020E represents midpoint of guidance

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Improved cash generation in 2020

  • Expect $3 million in additional cash as restructuring severance costs roll off
  • Further operating cash flow to come from effective working capital management
  • Significant loss carryforwards and minimal cash tax requirements
  • De minimis capex

Expanded Availability on Revolver by $10 million

  • Increased capacity to fund business development
  • Amended $35 million term loan matures September 2022
  • New $25 million revolver matures October 2022
  • LIBOR + 6.0% with a minimum LIBOR rate of 1.0%

Completed rights offering that brought in net proceeds of $6.6 million

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Focus on Balance Sheet

Strategy in place to generate more cash and strengthen capital structure

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  • Updated 2020 Outlook*

* Guidance provided on May 13, 2020

1Adjusted EBITDA is a non-GAAP financial measure. Please see supplemental slides for a reconciliation of GAAP to non-GAAP financial results.

Maintaining Guidance with Adjustment to Top Line Expectations due to COVID-19 Uncertainties

Revenue $270 million to $290 million Gross Margin 11% to 13% SG&A 8% to 8.5% of revenue Adjusted EBITDA(1)

(from continuing operations)

$13 million to $15 million Financial Priorities:

  • Reduce expenses
  • Improve working capital
  • Leverage operating structure
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  • Solid, diversified backlog and robust, recession-resistant markets
  • Blue chip customer base
  • Backlog certainty (rare project delays or cancellations)
  • Low risk profile in terms of T&M mix and A/R collection
  • Minimal capital expenditures
  • No warranty exposure
  • Company streamlined & focused – on track for solid growth and improved

bottom line results

  • Committed to strengthening balance sheet through cash flow generation

and significant NOLs to offset cash taxes

  • Completed refinancing and rights offering
  • Goal to uplist to broader exchange in 2020, subject to market conditions

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Investment Highlights

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Your Trust. Our Passion.

Supplemental Information

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President and CEO

Tracy Pagliara

Senior VP & CFO

Randy Lay

President Energy & Industrial

Matt Petrizzo

President Power

Kelly Powers

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Tenured Leadership Team

Appointed President in August 2019 Over 35 years of varied leadership roles in the energy, power and industrial markets. Appointed President in August 2019 Over 20 years experience in energy and nuclear power markets. Appointed CFO in September 2019 Over 40 years experience in finance leadership roles in variety of industries. Appointed co-President and CEO in July 2017 and sole President and CEO in April 2018. Over 30 years of leadership and management experience in energy and industrials markets.

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Nuclear Services Through Facility Lifecycle

Reactor head maintenance General plant maintenance Safety audits & hygiene Specialty coatings & welding Capital construction projects Valve maintenance & repairs Systems modifications / upgrades Plant modifications Tools & equipment maintenance Security screening / background investigations Asbestos & lead abatement Steam generator support Decontamination & demolition Decommissioning Roofing Vessel & heat exchanger replacement Insulation

Maintenance Large Scale Projects Specialized Services Key

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Competitive Landscape

Company New Nuclear Construction Construction Operational Long-Term Agreements Staffing Fossil & Industrial Services Specialty Services Welding, Radiator, Valves                                     

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Adjusted EBITDA

Non-GAAP Financial Measure: 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 our 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

  • perations 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 nonrecurring expenses, franchise taxes, loss on other receivables, consulting expenses to develop corporate strategies, bank restructuring costs, foreign currency gain, restructuring charges, asset disposition charges and restatement 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. (in thousands)

Net income (loss)-continuing operations $ 1,022 $ (13,790) (30,019) Add back: Interest expense, net 6,032 8,990 14,626 Income tax expense (benefit) 333 (4,400) (6,367) Depreciation and amortization expense 301 857 1,673 Stock-based compensation 1,595 1,179 2,716 Severance costs 1,314 — 1,505 Other non-recurring expenses 241 — (239) Franchise taxes 255 74 199 Loss on other receivables 189 — — Consulting expenses-remediation 585 — — Bank restructuring costs 685 — 350 Foreign currency loss 20 — — Restructuring charges — 5,689 — Asset disposition costs — 815 737 Restatement expenses — 160 3,089 Estimated non-recurring expenses — 11,900 — Adjusted EBITDA - continuing operations $ 12,572 $ 11,474 (11,730)

2017 Year Ended December 31, 2019 2018