The following discussion provides an analysis of the results of our continuing
operations, an overview of our liquidity and capital resources and other items
related to our business. It contains forward-looking statements about our future
revenue, operating results, and expectations. See "Cautionary Note Regarding
Forward-Looking Statements" and "Part I-Item 1A. Risk Factors" for a discussion
of the risks, assumptions and uncertainties affecting these statements. This
discussion and analysis should be read in conjunction with Part I of this Form
10-K as well as our consolidated financial statements and notes thereto included
in this Form 10-K.

Overview

Unless otherwise specified, the financial information and discussion in this
Form 10-K are as of December 31, 2022 and are based on our continuing
operations; they exclude any results of our discontinued operations. Please
refer to "Note 5-Changes in Business" to the consolidated financial statements
included in this Form 10-K for additional information on our discontinued
operations.

In 2018, we implemented major cost reduction initiatives to reduce our overhead
costs, including restructuring and consolidating our corporate functions, and
began working on a comprehensive strategic plan to grow and improve our
business, which was finalized in early 2019. Our strategy has been focused on a
comprehensive plan to grow and improve our operations, strengthen our core
competencies, aggressively manage working capital, and reduce costs in order to
improve liquidity and reduce debt.

In 2020, we refinanced our new credit facilities which included senior secured
term loan facilities in an aggregate amount of up to $50.0 million
(collectively, the "Term Loan") and a senior secured asset-based revolving line
of credit of up to $30.0 million (the "Revolving Credit Facility"). The Term
Loan and Revolving Credit Facility mature on December 16, 2025. In connection
with the refinancing, the Company repaid the outstanding balance of the prior
facilities and all interest in full. For additional information, please refer to
"Note 11-Debt" to the consolidated financial statements included in this Form
10-K.

During 2021, we changed our corporate management structure to reinforce our
customer focus and strengthen operations, and among other changes, added a Chief
Operating Officer, an Executive Vice President of Business Development, and a
Vice President of Safety and our Corporate Controller was appointed Chief
Financial Officer. Additionally, in 2022, the Company promoted its Senior Vice
President of Energy and Industrial to Executive Vice President of Business
Development. We are enhancing our management methods to provide additional
process capabilities and focus on customer relations and sales.

In early 2022, we lost a major contract with a customer in Canada, and as a
result, we exited the Canadian market. This customer contributed 12% of our
revenue in 2021. In addition, in early 2022, we lost a major multi-year contract
with a customer within the nuclear decommissioning market contributing to a loss
of approximately $374.6 million in backlog in the years 2022 through 2029. We
continue to target other growth opportunities within our end markets with
greater customer focus and strengthened operational effectiveness. Please refer
to Item 1. Business under "Backlog" included in this Form 10-K for additional
information.

In the third quarter of 2022, management assessed the Company's financial
condition, resulting in the Company developing a liquidity plan to alleviate the
substantial doubt about the Company's ability to continue as a going concern
during 2023. As a result of the Company being unable to comply with its debt
covenants, the Company amended its Term Loan and Revolving Credit Facility and
entered into the Wynnefield Notes during the third and fourth quarter of 2022
and the first quarter of 2023.

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In addition, we have engaged an investment banking firm to explore a range of
strategic alternatives for the Company to maximize shareholder value, which
could include a potential sale. We have not set a timetable for the conclusion
of this review, nor made decisions for further actions or possible strategic
alternatives. There can be no assurance that the exploration of strategic
alternatives will result in the identification or consummation of any
transaction, or that any strategic alternative identified, evaluated and
consummated will provide the anticipated benefits or otherwise preserve or
enhance stockholder value. If the Company's liquidity improvement plan and the
January 9, 2023 and February 24, 2023 amendments to the Term Loan and the
Revolving Credit Facility do not have the intended effect of addressing the
Company's liquidity problems through its review of strategic alternatives,
including if the Company is unable to obtain future advances under the
discretionary delayed draw term loans, the Company will continue to consider all
strategic alternatives, including restructuring or refinancing its debt, seeking
additional debt or equity capital, reducing or delaying the Company's business
activities and strategic initiatives, or selling assets, other strategic
transactions and/or other measures, including obtaining relief under the U.S.
Bankruptcy Code. The Company's continuation as a going concern is dependent upon
its ability to successfully implement its liquidity improvement plan and obtain
necessary debt or equity financing to address the Company's liquidity challenges
and continue operations until the Company returns to generating positive cash
flow or is otherwise able to execute on a transaction pursuant to its review of
strategic alternatives, including a potential sale of the Company. We remain
dedicated to pursuing the best course of action to provide the highest returns
for our shareholders. For additional information, please refer to "Part II-Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources" and "Note 2-Liquidity", "Note
11-Debt" and "Note 18-Subsequent Events" to the consolidated financial
statements included in this Form 10-K.

Industry Trends and Outlook


Electric Power Generation - We are primarily focused on nuclear and fossil power
generation. We are involved in new build power generation facilities,
maintenance of existing facilities and the decommissioning of retired
facilities. Net electricity generation in the U.S. increased approximately 3.3%
in 2022 compared to 2021 according to the EIA. The EIA projects electricity
generation will decrease by 2.0% in 2023, then rise by 2.0% in 2024.

Nuclear New Builds - In nuclear power generation, we are heavily involved in the
construction of the only new nuclear reactors being built in the U.S., Plant
Vogtle Units 3 and 4. In 2017, we formed a limited liability company with
Bechtel Power Corporation, a global leader in EPC and project management,
Richmond County Constructors, LLC ("RCC"). RCC operates as construction
subcontractor to Bechtel Power Corporation, which has been selected as the prime
construction contractor for the Plant Vogtle Units 3 and 4. RCC provides
construction craft labor for the project. Williams is a 25% member in RCC. We
also have won additional scope of work outside RCC and are currently bidding on
other opportunities for direct scope of work. Plant Vogtle Units 3 and 4 are
expected to become operative in 2023.

In the future, we believe the nuclear generation market will provide innovative
developments and high growth opportunities.  According to Fitch research, the
future of nuclear power capacity additions within the U.S. will come from the
development of plants using small modular reactor ("SMR") technologies. SMR
technology has several benefits in comparison to traditional nuclear power
facilities given their smaller size, including that they require a reduced
footprint and lower capital investments and offer several safety benefits. While
the DOE has already awarded significant funding for research and development
towards the development of SMR technologies and pilot projects, there is the
potential for additional funding over the coming years given that nuclear is
expected to play a key role in the current administration's efforts toward
reaching carbon pollution-free power according to Fitch research.

Nuclear Decommissioning - Given the average age of nuclear facilities in the
U.S. of 40 years old, nuclear decommissioning represents one of the fastest
growing fields within the nuclear industry. According to the U.S. NRC, as of
August 15, 2022, there were 25 shut down commercial nuclear power reactors at 20
sites in various stages of decommissioning. We are currently working with a
major contractor in the decommissioning field and believe there may be an
opportunity for us to expand our capabilities and more broadly serve the
decommissioning of nuclear power facilities. We are actively pursuing projects
in the decommissioning market and see this as an opportunity for future growth.

Water and Wastewater Treatment Landscape - Technological advances in order to
keep up with population growth and industrial capacity, are transforming the
water and wastewater treatment industry. Nationally, the EPA estimates that the
cost of replacing all 10 million lead service lines (LSLs) in the U.S. could
range from $16 billion to as much as $80 billion. We are expanding our services
to target capital projects and maintenance on booster pump stations, well
buildouts, treatment expansions, and lift stations within the water and
wastewater treatment industry. A significant portion of the November 2021
Infrastructure Investment and Jobs Act has been allocated to improve water
infrastructure ($55 billion). We are no longer pursuing water projects due to
decreased gross profit related to our Florida water contracts.

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Other Fossil Fuel Power Generation - The reduction of coal-fired electricity production has reduced demand for routine maintenance, plant upgrades, modification, and new construction at U.S. coal-fired power generation facilities.



The U.S. EIA reported that natural gas-fired generation surpassed coal-fired
generation and was the most common electricity fuel starting in 2016. As a
result, we have seen the demand for routine maintenance, plant upgrades,
modification, and new construction in the gas-fired generation market increase.
We have maintained a presence in that market, primarily in capital projects for
efficiency improvements. However, because most of those plants are newer than
their nuclear and coal counterparts, they require fewer upgrades, which means
they also require less maintenance than either coal or nuclear plants.

Natural Gas Distribution Market - The U.S. accounts for a natural gas pipeline
network of 305,000 miles of transmission pipelines and 2.2 million miles of
distribution pipes within utility service areas. Natural gas usage remained
broadly flat in 2021 with gas delivered to consumers rising only 0.1%. In the
long-term it is expected that natural gas will likely serve as a transition fuel
with the expected growth in demand, driven mostly by the power sector, projected
to average at 1.6% year-over-year from 2022 to 2030. Nationwide, about 40% of
natural gas is used for energy production and the remainder is mostly used for
commercial uses (heating and cooking) and industrial uses. In New York and the
northeastern U.S., we are involved in projects forecasted to invest in a range
of $500 million to $1.5 billion in infrastructure improvements related to
natural gas distribution. The Company estimates that the market opportunity is
worth $6.0 billion per year.

Storm Hardening and Transmission and Distribution - Following extensive damage
from storms, such as Hurricane Irma in 2017 and Hurricane Michael in 2018, the
Florida legislature passed Senate Bill 796 in 2019. Bill 796 requires
investor-owned utilities to file 10-year storm protection plans in order to
strengthen its grid as a prevention measure from future hurricane damage. In
2021, utilities operating in Florida included projects with a value of
approximately $20 billion within their 10-year storm-hardening plans in Florida
with execution that began in 2020. Due to our underperformance in the
transmission and distribution business in Florida and Connecticut, the Company
is no longer pursuing any new projects in transmission and distribution. We have
exited the Florida transmission and distribution market within the first quarter
of 2023 and we are in the process of exiting the Connecticut transmission and
distribution market.

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Results of Operations


The following summary and discussion of our results of operations is based on
our continuing operations and excludes any results of our discontinued
operations. You should refer to this information, as well as the financial data
provided in our consolidated financial statements and related notes included in
this Form 10-K, when reading our discussion and analysis of results of
operations below.

                                                          Year Ended December 31,
(in thousands)                                              2022             2021
Revenue                                                $      238,119    $    304,946
Cost of revenue                                               231,071         273,520
 Gross profit                                                   7,048          31,426


Selling and marketing expenses                                  1,365

950


General and administrative expenses                            25,640

23,409


Depreciation and amortization expense                             230      

      190
Total operating expenses                                       27,235          24,549
Operating income (loss)                                      (20,187)           6,877

Interest expense, net                                           5,509           5,001
Other income, net                                            (11,474)         (1,619)
Income (loss) from continuing operations before
income tax expense                                           (14,222)

3,495


Income tax expense (benefit)                                     (49)

793


Income (loss) from continuing operations               $     (14,173)    $

2,702




Revenue for the year ended December 31, 2022 decreased $66.8 million, or 21.9%,
compared with 2021. The decrease in revenue was primarily driven by our lost
nuclear decommissioning projects, resulting in a $41.0 million reduction,
exiting the Canadian nuclear market, contributing to a $30.7 million reduction,
and a $19.7 million reduction related to our United States nuclear market
compared with 2021. These declines were partially offset by an $11.0 million
year-over-year increase in our water business, distribution businesses and a
$7.2 million increase in our chemical business and a $6.2 million increase in
our transmission and distribution businesses.

Gross profit for the year ended December 31, 2022 decreased $24.4 million, or
77.6%, compared with 2021. The decrease in gross profit was primarily driven by
start-up costs relating to our transmission and distribution markets and cost
overruns on uncompleted fixed price projects in the water markets we serve in
Florida. We anticipate that these projects will continue to generate revenues
with no associated profits until completion, with the final project scheduled
for completion in the fourth quarter of 2023. Excluding the impact relating to
start-up costs in the transmission and distribution markets and the lump sum
projects in the water market for which losses were incurred, the Company would
have realized a gross margin of 11.3% rather than 3.0%.

                                       34

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The following table reconciles our adjusted gross margin to our actual gross
margin by deducting the transmission and distribution projects that are
incurring start-up costs and lump sum projects in the water markets that are
generating a loss. We believe this information is meaningful as it isolates the
impact that our start-up costs and the non-profitable lump sum projects have on
our gross margin. Because adjusted gross margin is not calculated in accordance
with GAAP, it may not be comparable to other similarly titled measures of other
companies and should not be considered in isolation or as substitute for, or
superior to, financial measures prepared in accordance with GAAP.

(in thousands)                                                          Year Ended December 31, 2022
Revenue                                                            $                              238,119
Cost of revenue                                                                                   231,071

Gross profit                                                                                        7,048
Gross profit margin                                                                                  3.0%

Minus: revenue from transmission and distribution start-up
business                                                                                          (6,957)
Minus: revenue from Florida lump sum water projects                                              (18,541)
Minus: total revenue deducted                                                                    (25,498)

Minus: cost of revenue from transmission and distribution
start-up business                                                                                (12,374)
Minus: cost of revenue from the Florida lump sum water projects                                  (30,108)
Minus: total cost of revenue deducted                                      

                     (42,482)

Adjusted revenue                                                                                  212,621
Adjusted cost of revenue                                                                          188,589
Adjusted gross profit                                              $                               24,032
Adjusted gross profit margin                                                                        11.3%



Changes in estimated gross margins related to revenue recognized under the
percentage of completion method are made in the period in which circumstances
requiring the revisions become known. During the year ended December 31, 2022,
we recognized increases in the estimated costs at completion and related gross
profit margins related to several projects in Jacksonville, Florida. The Company
increased its prior estimates related to the costs of executing the contracts to
completion, which led to a decrease in the recognized revenues to date under the
percentage of completion revenue recognition methodology. As a result of these
changes, net income for the year ended December 31, 2022 decreased by $7.8
million and basic and diluted earnings per share for the year ended December 31,
2022 decreased by $0.30 per share.

Operating income for the year ended December 31, 2022 decreased $27.1 million,
or 393.5%, compared with 2021, due primarily to the decrease in gross profit of
$24.4 million and an increase of $2.7 million in total operating expenses (see
below).

General and Administrative Expenses



                                     Year Ended December 31,
($ in thousands)                      2022             2021

Employee-related expenses $ 11,697 $ 12,518 Stock-based compensation expense 1,708

            3,045
Professional fees                         5,866            2,799
Other expenses                            6,369            5,047
Total                             $      25,640    $      23,409


Total general and administrative expenses for the year ended December 31, 2022
increased $2.2 million, or 9.5%, compared with 2021. The $3.1 million increase
in professional fees was primarily driven by legal expenses. Other expenses
increased by $1.3 million primarily related to software and subscription costs.
These increases were partially offset by decreases of $1.3 million in
stock-based compensation involving forfeitures and adjustments related to
performance objectives and a $0.9 million reduction primarily contributed to
employee-related costs for salaries.

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Other (Income) Expense, Net



                         Year Ended December 31,
($ in thousands)            2022           2021
Interest expense, net  $        5,509    $   5,001
Other income, net            (11,474)      (1,619)
Total                  $      (5,965)    $   3,382


Total other income, net, for the year ended December 31, 2022 increased $9.3
million, or 276.4%, compared with 2021. The increase was primarily driven by an
$8.1 million settlement of an arbitration proceeding related to the restatement
of the Company's financial statements in 2017 for the 2012 to 2014 period,
coupled with a $2.7 million settlement related to a former executive and his
employer. These awards were partially offset by a $0.5 million increase in
interest expense related to interest rate increases and additional borrowings, a
$0.6 million  reduction in joint venture earnings due to lower volume as
construction activities for Plant Vogtle move closer to completion and $0.4
million related to a decreased settlement distribution related to a former

segment.

Income Tax Expense

                                 Year Ended December 31,
($ in thousands)                   2022             2021
Income tax expense (benefit)  $         (49)     $       793
We recorded income tax benefit from continuing operations of less than $0.1
million and income tax expense from continuing operations of $0.8 million in
2022 and 2021, respectively. Our effective tax rates from continuing operations
were 0.4% and 22.8% of income tax for the years ended December 31, 2022 and
2021, respectively.

The income tax benefit in 2022 was mainly comprised of a $0.1 million Canadian
tax benefit, partially offset by the indefinite lived deferred tax assets
related to post 2017 NOLs and Section 163(j) interest addback carryover that are
allowed to be applied against the deferred tax liabilities related to the
indefinite lived intangible assets.

Discontinued Operations

Please refer to "Note 5-Changes in Business" to the consolidated financial statements included in this Form 10-K for information regarding discontinued operations.

Liquidity and Capital Resources



During 2022, our principal sources of liquidity were borrowings under the
Revolving Credit Facility and effective management of our working capital. Our
principal uses of cash were to pay for customer contract-related material, labor
and subcontract labor, operating expenses, principal payments on the Term Loan
and interest expense on the Term Loan and the Revolving Credit Facility. In
2023, we required additional funding to continue to conduct our business, and,
among other things, we amended the Term Loan to increase the amount borrowed and
issued the Wynnefield Notes. Such actions were intended to alleviate the
Company's liquidity constraints to an extent sufficient to permit the Company to
continue to operate while it engages in its process to explore strategic
alternatives for the Company, including a potential sale. For additional
information regarding our liquidity outlook, including our ability to continue
as a going concern and ongoing liquidity constraints, see below under "Liquidity
Outlook." See discussion in "Note 11-Debt" to the consolidated financial
statements included in this Form 10-K for additional information regarding

our
outstanding debt.

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Net Cash Flows

Our net consolidated cash flows, including cash flows related to discontinued operations, consisted of the following:



                                                            Year Ended December 31,
(in thousands)                                                2022

2021


Cash flows provided by (used in):
Operating activities                                      $     (8,685)    $  (4,497)
Investing activities                                              (834)         (538)
Financing activities                                              7,653       (1,280)

Effect of exchange rate changes on cash                           (121)

81

Net change in cash, cash equivalents and restricted cash $ (1,987) $ (6,234)




Cash and Cash Equivalents

As of December 31, 2022, our operating unrestricted cash and cash equivalents
decreased $2.0 million to $0.5 million. As of  December 31, 2022, $0.3 million
of our operating cash balance was held in U.S. bank accounts and $0.2 million in
Canadian bank accounts. Total liquidity (the sum of unrestricted cash and
availability under the Revolving Credit Facility) was $3.8 million as of
December 31, 2022. Total liquidity was $3.5 million on March 5, 2023 after we
received $0.8 million from the Wynnefield Notes, $1.5 million from the Term Loan
Amendment in the form of a delayed draw and a $1.0 million advance pursuant to
the then-existing terms of the Term Loan Agreement.

Cash Flows Used in Operating Activities



Cash flows from operating activities are primarily from earnings sources and are
affected by changes in operating assets and liabilities, which consist primarily
of working capital balances related to our projects. For the year ended December
31, 2022, cash used in operating activities increased by $4.2 million compared
to the same period in 2021. Major components of cash flows used by operating
activities for the year ended December 31, 2022 were as follows:

                                                                 Year Ended December 31,
(in thousands)

2022


Cash flows provided by (used in):
Net income (loss)                                               $

(13,678)


Net income from discontinued operations

(495)


Deferred income tax provision (benefit)

(174)


Depreciation and amortization on plant, property and equipment

230


Amortization of deferred financing costs                                   

          831
Amortization of debt discount                                                         200
Bad debt expense                                                                       19
Stock-based compensation                                                            1,708
Paid-in-kind interest (1)                                                             176

Cash effect of changes in operating assets and liabilities

2,979


Net cash used in operating activities, continuing operations

(8,204)


Net cash used in operating activities, discontinued operations

(481)


Net cash used in operating activities                           $

(8,685)




            (1) Paid-in-kind interest is added to the Term Loan principal

and

will be paid at maturity.



Cash effect of changes in operating assets and liabilities for 2022 included the
following (includes foreign currency translation conversion from Canadian dollar
to United States dollar):

Accounts receivable, excluding credit losses recognized during the period,

? decreased $3.8 million during fiscal year 2022, which increased cash flows from

operating activities. The variance is primarily attributable to the timing of


   billing and collections.


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Contract liabilities, which consisted of billings on uncompleted contracts in

excess of costs and estimated earnings, increased $2.8 million, which increased

cash flows from operating activities. Contract assets, which consisted of costs

? and estimated earnings in excess of billings on uncompleted contracts,

increased $0.2 million, which decreased cash flows from operating activities.

These balances can experience significant fluctuations based on business volume


   and the timing of when job costs are incurred and the timing of customer
   billings and payments.

Other current assets decreased $4.5 million during fiscal year 2022, which

? increased cash flows from operating activities. The variance was primarily due

to the reversal of receivables related to the remittance of Canadian harmonized

sales tax ("HST").

Accrued and other liabilities and accounts payable decreased $5.1 million

during fiscal year 2022, which decreased cash flows from operating activities.

? The payable was an offset from the HST receivables, and a deferred payroll tax

liability associated with the Coronavirus Aid, Relief, and Economic Security

Act (the "CARES Act").

Other long-term assets increased $2.9 million during fiscal year 2022, which

? decreased cash flows from operating activities. The variance was primarily due

to increases in right-of-use lease assets, joint venture earnings and debt

issuance costs.

Cash Used in Investing Activities

For the years ended December 31, 2022 and 2021, our investing activities did not have a significant impact on our net cash flows.

Cash Provided by (Used in) Financing Activities



For the year ended December 31, 2022, net cash provided by financing activities
was $7.7 million primarily due to our borrowings under the Revolving Credit
Facility exceeding our repayments from customer cash receipts by $16.7 million,
which was partially offset by $8.8 million of cash used to pay down our Term
Loan and $0.2 million cash used to pay statutory taxes related to our
stock-based awards. At any point in time, the outstanding balance under the
Revolving Credit Facility is a function of the timing of collections of our
customer receivables and the timing of our cash expenditure needs for the
following week for payment of trade payable obligations, payroll, and related
tax obligations. For additional information about our outstanding debt,
including the Term Loan and the Revolving Credit Facility, please refer to "Note
11-Debt" to the consolidated financial statements included in this Form 10-K.

For the year ended December 31, 2021, net cash used in financing activities was
$1.3 million primarily due to $1.1 million of cash used to pay down our Term
Loan and $0.6 million cash used in connection with our stock-based awards for
payments of statutory taxes, which was partially offset by cash provided by our
borrowings under the Revolving Credit Facility exceeding our repayments from
customer cash receipts by $0.3 million.

On January 9, 2023, the Company entered into a third amendment to the Term Loan
which, among other things, capped the amount of quarterly interest payable in
cash at 10% per annum, with the remainder being payable-in-kind, for each
quarterly interest payment commencing January 1, 2023 through and including
January 1, 2024, and deferred principal payments from the January 1, 2023
quarterly payment date until and including the January 1, 2024 quarterly payment
date. The paid-in-kind interest will increase the principal amount of the Term
Loan every month. In addition, the Company issued the Wynnefield Notes, which
are two unsecured promissory notes in an aggregate amount equaling $0.8 million.
On February 21, 2023, the Company received a $1.0 million advance pursuant to
the existing terms of the Term Loan. Additionally, on February 24, 2023, the
Company entered into a fourth amendment to the Term Loan, which among other
things, provided for delayed draw term loans in an aggregate principal amount of
$1.5 million, which were funded at the time the amendment was signed, and for
discretionary delayed draw term loans in an aggregate principal amount of $3.5
million, which will be funded at the lenders' discretion. If the Company is
unable to obtain funding under the discretionary delayed draw term loans, its
liquidity will be materially negatively impacted.

For additional information about our outstanding debt, please refer to "Note 11-Debt" and "Note 18-Subsequent Events" to the consolidated financial statements included in this Form 10-K.



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Effect of Exchange Rate Changes on Cash

For the years ended December 31, 2022 and 2021, the effect of Canadian foreign exchange rate changes on our cash balances was not material.

Dividends



We do not currently anticipate declaring dividends in the future. As of December
31, 2022, the terms of the Term Loan and Revolving Credit Facility restricted
our ability to pay dividends. In addition, the timing and amounts of any
dividends would be subject to determination and approval by our Board of
Directors.

Liquidity Outlook


The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. We anticipate we
will continue to experience periodic constraints on our liquidity as a result of
the cash flow requirements of specific projects through the fourth quarter 2023,
and we are taking steps expected to strengthen operating results in order to
improve our liquidity. Such constraints on our liquidity negatively affected our
ability to remain in compliance with our debt covenants, and, accordingly, we
entered into two separate amendments to each of the Revolving Credit Facility
and Term Loan in the third and fourth quarters of 2022, and an additional two
separate amendments to such agreements during the first quarter of 2023. The
first two amendments, among other things, revised certain terms contained in the
Term Loan and the Revolving Credit Facility, respectively, and deferred
principal payments on the Term Loan due on January 1, 2023 to January 9, 2023.
The third and fourth amendments entered into during the first quarter of 2023,
among other things, revised certain terms contained in the Term Loan and the
Revolving Credit Facility and provided for delayed draw term loans under the
Term Loan in an aggregate principal amount of $1.5 million, which were funded at
the time the amendment was signed, and discretionary delayed draw term loans in
an aggregate principal amount of $3.5 million, which will be funded at the
lenders' discretion. We also issued the Wynnefield Notes, in an aggregate
principal amount of $400,000 and $350,000, respectively, during the first
quarter of 2023. For additional information, please refer to "Note 2-Liquidity",
"Note 11-Debt" and "Note 18-Subsequent Events" to the consolidated financial
statements included in this Form 10-K.

As future advances of delayed draw term loans are discretionary on the part of
our Term Loan lenders, it is possible that the Term Loan lenders may require
enhanced rights or additional fees or interest before funding future advances.
 In certain circumstances, we may require the consent of PNC before we can agree
to such terms. Such a consent from PNC, and any proposed amendments to our
intercreditor agreement that might be associated with such a consent, may
involve the payment of further fees and expenses by the Company to PNC and any
amendments to our intercreditor agreement may require negotiations between our
Term Loan lenders, PNC and the Company.  A failure to procure any necessary
consents or a failure to successfully negotiate such amendments to our
intercreditor agreement could result in future delayed draw term loans not being
available to the Company, which could have a material adverse effect on our
liquidity position and result in certain of the negative outcomes described in
this "Part II-Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations-Liquidity and Capital Resources" in our Form
10-K and "Note 2-Liquidity", "Note 11-Debt" and "Note 18-Subsequent Events" to
our consolidated financial statements included in this Form 10-K. The Company
anticipates that enhanced rights or additional fees or interest in relation to
the funding of future advances of delayed draw term loans will be forthcoming
and that consent fees and related amendments to the Company's intercreditor
agreement may be requested or required by our lenders and may be agreed to by
the Company in order to secure necessary funding.

During the third and fourth quarter of 2022, the Company settled two legal
claims that impacted liquidity. The first involved a cash collection in the
third quarter of 2022 of an approximately $8.1 million settlement related to an
arbitration proceeding against a third party in connection with the restatement
of our financial statements in 2017 for the 2012 to 2014 period, which was used
to partially prepay our Term Loan. The second, settled in the fourth quarter of
2022, involved litigation against a former executive and his employer that
resulted in the former executive and his employer agreeing to a cash settlement
of $2.7 million. The Company recognized the settlement as other income during
the third quarter of 2022 and collected the $2.7 million cash settlement on
October 13, 2022. The $2.7 million settlement was used to pay a portion of the
Revolving Credit Facility in the fourth quarter of 2022. For additional
information about the arbitration and legal settlements, please refer to "Note
11-Debt" to the condensed consolidated financial statements included in this
Form 10-K.

Our continuation as a going concern is dependent upon the Company's ability to
successfully implement its liquidity plan and obtain necessary debt or equity
financing to continue operations until we return to generating positive cash
flow. While continuing to operate its business in recent months, the Company is
implementing various elements of its previously disclosed liquidity improvement
plan, which include taking steps to address profitability of non-performing

businesses,

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aggressively reducing operating expenses, shortening the collection cycle time
on the Company's accounts receivable, and lengthening the payment cycle time on
its accounts payable. The Company has continued to experience material
intra-week liquidity pressure as it has attempted to manage the short-term
negative cash flows that result from, among other things, having to fund
significant weekly craft labor payrolls on large outage projects before those
payrolls can be billed to the Company's customers and collected. Although the
Company has utilized the Revolving Credit Agreement to address such time period
negative cash flows, contract terms restricting customer invoicing frequency,
delays in customer payments, and underlying surety bonds have negatively
impacted the Company's borrowing base and the availability of funds. Although
these factors, among others, raise substantial doubt about our ability to
continue as a going concern, we believe that we have sufficient resources to
satisfy our working capital requirements through the next 12 months and our
long-term liquidity needs and foreseeable material cash requirements, as we
strategically use our $30.0 million borrowing availability under our Revolving
Credit Facility and the additional borrowings under the Term Loan and the
Wynnefield Notes obtained in the first quarter of 2023, and implement our
liquidity plan.

A variety of factors can affect the Company's short- and long-term liquidity,
the impact of which could be material, including, but not limited to: the
funding of certain of the Company's previously disclosed loss-contracts; cash
required for funding ongoing operations and projects; matters relating to the
Company's contracts, including contracts billed based on milestones that may
require the Company to incur significant expenditures prior to collections from
its customers and others that allow for significant upfront billing at the
beginning of a project, which temporarily increases liquidity in the near term;
the outcome of potential contract disputes, which may be significant; payment
collection issues, including those caused by economic slowdowns or other factors
which can lead to credit deterioration of the Company's customers; required
payments of interest under the Term Loan Agreement and the Revolving Credit
Agreement and on the Company's operating and finance leases; pension obligations
requiring annual contributions to multiemployer pension plans; insurance
coverage for contracts that require the Company to indemnify third parties; and
issuances of letters of credit.

The Company believes that the February 24, 2023 amendments to the Term Loan and
the Revolving Credit Facility will, if the discretionary delayed draw term loans
under the Term Loan are advanced, provide much needed support to the Company's
ongoing operations and may permit the Company to operate while it continues to
engage in its process to explore strategic alternatives to maximize value for
the Company and its shareholders or other stakeholders, but additional liquidity
support may be necessary. The Company has not disclosed a timetable for the
conclusion of its review of strategic alternatives, nor has it made any
decisions related to any further actions or possible strategic alternatives at
this time. The Company does not intend to comment on the details of its review
of strategic alternatives until it determines that further disclosure is
appropriate or necessary.

If the Company is unable to address any potential liquidity shortfalls that may
arise in the future, it will need to seek additional funding from third party
sources, which may not be available on reasonable terms, if at all, and the
Company's inability to obtain this capital or execute an alternative solution to
its liquidity needs could have a material adverse effect on the Company's
shareholders and creditors. Importantly, any such additional funding could only
be obtained in compliance with the restrictions contained in the agreements
governing the Company's existing indebtedness. If the Company is unable to
comply with its covenants under its indebtedness, or otherwise is unable to meet
its obligations under such indebtedness, or the lenders under the Term Loan do
not exercise their discretion to fund the delayed draw term loans, the Company's
liquidity would be further adversely affected. In addition, such occurrences
could 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 or obligations.

If the Company's liquidity improvement plan and the first quarter 2023
amendments to the Term Loan and the Revolving Credit Facility do not have the
intended effect of addressing the Company's liquidity problems through its
review of strategic alternatives, including if the Company is unable to obtain
future advances under the discretionary delayed draw term loans, the Company
will continue to consider all strategic alternatives, including restructuring or
refinancing its debt, seeking additional debt or equity capital, reducing or
delaying the Company's business activities and strategic initiatives, or selling
assets, other strategic transactions and/or other measures, including obtaining
relief under the U.S. Bankruptcy Code.

The Company's continuation as a going concern is dependent upon its ability to
successfully implement its liquidity improvement plan and obtain necessary debt
or equity financing to address the Company's liquidity challenges and continue
operations until the Company returns to generating positive cash flow or is
otherwise able to execute on a transaction pursuant to its review of strategic
alternatives, including a potential sale of the Company.

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Off-Balance Sheet Transactions



Our liquidity is currently not dependent on the use of off-balance sheet
transactions but, in line with industry practice, we are often required to
provide payment and performance surety bonds to customers and may be required to
provide letters of credit. If performance assurances are extended to customers,
generally our maximum potential exposure is limited in the contract with our
customers. We frequently obtain similar performance assurances from third-party
vendors and subcontractors for work performed in the ordinary course of contract
execution. However, the total costs of a project could exceed our original cost
estimates, and we could experience reduced gross profit or possibly a loss for a
given project. In some cases, if we fail to meet certain performance standards,
we may be subject to contractual liquidated damages.

As of December 31, 2022, we had a contingent liability for issued and
outstanding standby letters of credit, generally issued to secure performance on
customer contracts. As of December 31, 2022, we had $0.5 million of letters of
credit under the Revolving Credit Facility sublimit and $0.4 million of
outstanding cash collateralized standby letters of credit pursuant to a prior
revolving credit facility with Wells Fargo Bank, National Association, and there
were no amounts drawn upon these letters of credit. In addition, as of December
31, 2022, we had outstanding payment and performance surety bonds on projects of
$59.2 million. Our subsidiaries also provide financial guarantees for certain
contractual obligations in the ordinary course of business.

Critical Accounting Policies and Estimates


The preparation of our consolidated financial statements and related notes
requires us to make judgments, estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue and expenses and related
disclosure of contingent assets and liabilities. We have based our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ materially
from these estimates under different assumptions and conditions.

An accounting policy is considered critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used, or changes in the accounting estimates that are reasonably
likely to occur periodically, could materially impact the consolidated financial
statements. We believe that the following critical accounting policies reflect
the significant estimates and assumptions used in the preparation of our
consolidated financial statements. The following descriptions of critical
accounting policies, judgments and estimates should be read in conjunction with
our consolidated financial statements included in this Form 10-K.

Revenue Recognition.  We provide construction, maintenance, and support services
to customers in energy, power, and industrial end markets. Our services, which
are provided through long-term maintenance or discrete project agreements, are
designed to improve or sustain our customers' operating efficiencies and extend
the useful lives of their process equipment. The contracts are awarded on a
competitively bid and negotiated basis with the majority structured as cost-plus
arrangements and the remainder as lump-sum.

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Our contracts generally include a single performance obligation for which
revenue is recognized over time, as performance obligations are satisfied, due
to the continuous transfer of control to the customer. For cost-plus contracts,
we recognize revenue when services are performed and contractually billable
based upon the hours incurred and agreed-upon hourly rates. Revenue on
fixed-price contracts is recognized and invoiced over time using the
cost-to-cost percentage-of-completion method. To the extent a contract is deemed
to have multiple performance obligations, we allocate the transaction price of
the contract to each performance obligation using our best estimate of the
standalone selling price of each distinct good or service in the contract. We do
not adjust the price of the contract for the effects of a significant financing
component. Change orders are generally not distinct from the existing contract
due to the significant integration service provided in the context of the
contract and are accounted for as a modification of the existing contract and
performance obligation. We believe these methods of revenue recognition most
accurately reflect the economics of the transactions with our customers.

Our contracts may include several types of variable consideration, including
change orders, rate true-up provisions, retainage, claims, incentives,
penalties, and liquidated damages. We estimate the amount of revenue to be
recognized on variable consideration using estimation methods that best predict
the amount of consideration to which we expect to be entitled. We include
variable consideration in the estimated transaction price to the extent it is
probable that a significant reversal of cumulative revenue recognized will not
occur or when the uncertainty associated with the variable consideration is
resolved. Our estimates of variable consideration and determination of whether
to include estimated amounts in the transaction price are based on an assessment
of our anticipated performance and all information (historical, current, and
forecasted) that is reasonably available. We update our estimate of the
transaction price each reporting period and the effect of variable consideration
on the transaction price is recognized as an adjustment to revenue on a
cumulative catch-up basis. In circumstances where we cannot reasonably determine
the outcome of a contract, we recognize revenue over time as the work is
performed, but only to the extent of recoverable costs incurred (i.e., zero
margin). A loss provision is recorded for the amount of any estimated
unrecoverable costs in excess of total estimated revenue on a contract as soon
as we become aware. We generally provide a limited warranty for a term of two
years or less following completion of services performed under our contracts.
Historically, warranty claims have not resulted in material costs incurred.

During the fourth quarter of 2022, we recognized increases in estimated costs at
completion and related gross profit margins related to several projects in
Jacksonville, Florida. The Company increased its prior estimates related to the
costs of executing the contracts to completion, which led to a decrease in the
recognized revenues to date under the percentage of completion revenue
recognition methodology. As a result of these changes, net income for the year
ended December 31, 2022 decreased by $7.8 million and basic and diluted earnings
per share for the year ended December 31, 2022 decreased by $0.30 per share.

Long-Lived Assets.  Long-lived assets, such as property, plant, and equipment,
and purchased intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. If circumstances require a
long-lived asset held for use to be tested for possible impairment, we first
compare the undiscounted cash flows expected to be generated by the asset to the
carrying value of the asset. If the carrying value of the asset exceeds expected
future cash flows, the excess of the carrying value over the estimated fair
value is charged to impairment expense in the consolidated statements of
operations. Assets held for sale are reported at the lower of their carrying
value, less estimated costs to sell. Fair value is determined through various
valuation techniques, including discounted cash flow models, quoted market
values and third-party independent appraisals, as considered necessary. We group
long-lived assets by legal entity for purposes of recognition and measurement of
an impairment loss, as this is the lowest level for which cash flows are
independent.

Goodwill and Other Intangible Assets.  Goodwill and indefinite-lived intangible
assets are tested for impairment annually as of October 1 and whenever events or
circumstances indicate that the carrying value may not be recoverable. Our
indefinite-lived intangible asset consists of the Williams trade name. Our
testing of goodwill for potential impairment involves the comparison of each
reporting unit's carrying value to its estimated fair value, which is determined
using a combination of income, market and cost approaches.

For purposes of the income approach, fair value is determined based on the
present value of estimated future cash flows, discounted at an appropriate
risk-adjusted rate. We use our internal forecasts to estimate future cash flows
and include an estimate of long-term future growth rates based on our most
recent views of the long-term outlook for our reporting unit. Under the market
approach, the fair value is determined by utilizing comparative market multiples
in the valuation estimates. The cost approach is based on the assumption that a
prudent investor would pay no more for a security or asset than the amount at
which it could be replaced or reproduced and is performed by estimating the
replacement cost. The fair value of our Williams reporting unit exceeded book
value on December 31, 2022.

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Similarly, the testing of our trade names for potential impairment involves the comparison of the carrying value for each trade name to its estimated fair value, which is determined using the relief from royalty method.



Impairment write-downs are charged to results of operations in the period in
which the impairment is determined. We recorded no impairment write-downs in
2022.

Income Taxes.  We account for income taxes using the asset and liability method
under which deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. We measure deferred tax assets and liabilities using
enacted tax rates expected to be applied to taxable income in the years in which
those differences are expected to be recovered or settled. We recognize income
as a result of changes in tax rates on deferred tax assets and liabilities in
the period that includes the enactment date.

Under Accounting Standards Codification ("ASC") 740-Income Taxes, the Financial
Accounting Standards Board (the "FASB") requires companies to assess whether
valuation allowances should be established against their deferred tax assets
based on the consideration of all available positive and negative evidence and
utilizing a "more likely than not" standard. In making such assessments,
significant weight is given to evidence that can be objectively verified. A
company's current or previous operating history is given more weight than its
future outlook, although we do consider future taxable income projections,
ongoing tax planning strategies and the limitation on the use of carryforward
losses in determining valuation allowance needs. We establish valuation
allowances for our deferred tax assets if, based on the available evidence, it
is more likely than not that some portion of or all the deferred tax assets will
not be realized.

During the ordinary course of business, there are many transactions and
calculations for which the ultimate tax determination is uncertain. We recognize
the tax benefit from uncertain tax positions only if it is more likely than not
to be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements
from such a position are based on the largest benefit that has a greater than
fifty percent likelihood of being realized upon ultimate settlement. We believe
that our benefits and accruals recognized are appropriate for all open audit
years based on our assessment of many factors, including past experience and
interpretation of tax law. This assessment relies on estimates and assumptions
and may involve a series of complex judgments about future events. To the extent
that the final tax outcome of these matters is determined to be different than
the amounts recorded, those differences will impact income tax expense in the
period in which the determination is made.

Inflation Reduction Act of 2022



On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law,
making significant changes to the Internal Revenue Code. Such changes include,
but are not limited to, a 15% corporate minimum income tax and a 1% excise tax
on corporate stock repurchases in tax years beginning after December 31, 2022.
While these tax law changes have no immediate effect and are not expected to
have a material adverse effect on the Company's results of operations going
forward, the Company will continue to evaluate the Inflation Reduction Act's
impact as further information becomes available.

Insurance. The Company maintains insurance coverage for most insurable aspects
of its business and operations. The Company's insurance programs, including, but
not limited to, health, general liability, and workers' compensation, have
varying coverage limits depending upon the type of insurance. We retain exposure
to potential losses based on deductibles, coverage limits and retentions. For
the year ended December 31, 2022 and 2021, insurance expense, including
insurance premiums related to the excess claim coverage and claims incurred for
continuing operations, was $6.4 million and $5.2 million, respectively.

The Company's consolidated balance sheets include amounts representing its
probable estimated liability related to insurance-related claims that are known
and have been asserted against the Company, and for insurance-related claims
that are believed to have been incurred but had not yet been reported as of
December 31, 2022 and 2021. As of both December 31, 2022 and 2021, the Company
provided $0.9 million in letters of credit and provided cash collateral of $1.5
million, as security for possible workers' compensation claims.

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Recently Adopted Accounting Pronouncements


The Company did not implement any new accounting pronouncements during the year
ended December 31, 2022. However, the Company is currently evaluating the impact
of future disclosures that may arise under recent SEC proposals.

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