Item 2.02 Results of
Operations and Financial Condition.
On March 31, 2023, Williams Industrial Services Group Inc. (the
“Company”) issued a press release (the “Earnings Release”)
reporting its financial results for the quarter and year ended
December 31, 2022. As noted in the Earnings Release, management
will host a conference call on Monday, April 3, 2023 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, 2023, the Company made available the Company
Information Presentation relating to its financial results for the
quarter and year ended December 31, 2022. 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.