8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2010

Global Power Equipment Group Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-16501	73-1541378
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5199 N. Mingo Road, Tulsa, Oklahoma	74117
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (918) 488-0828

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On August 16, 2010, Global Power Equipment Group Inc. (the “Company”) issued a press release regarding its results of operations and financial condition for its second quarter and six months ended June 30, 2010. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated August 16, 2010 of Global Power Equipment Group Inc.

SIGNATURES

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

Global Power Equipment Group Inc.
By:	/S/    TRACY D. PAGLIARA
	Tracy D. Pagliara
	General Counsel, Secretary and Vice President of Business Development

Date: August 16, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 16, 2010 of Global Power Equipment Group Inc.

EX-99.1

Exhibit 99.1

Press Release

Global Power Equipment Group Inc.

Announces Second Quarter 2010 Financial Results

Tulsa, Oklahoma, August 16, 2010- Global Power Equipment Group Inc. (NASDAQ:GLPW) (“Global Power” or the “Company”) today announced its unaudited financial results for the three and six months ended June 30, 2010.

For the second quarter of 2010, revenue was $124.7 million and net income was $10.6 million or $0.65 per diluted share, compared to revenue of $155.8 million and net income of $17.4 million or $1.12 per diluted share for the second quarter of 2009. For the first six months of 2010, revenue was $281.8 million and net income was $21.8 million or $1.35 per diluted share, compared to revenue of $281.8 million and net income of $30.1 million or $1.96 per diluted share for the first six months of 2009. Services division revenue as a percentage of consolidated revenue was 73% for the first half of 2010, up from 59% for the same period in 2009.

“We completed another solid quarter of operating performance with higher realized margins on lower volume compared to the prior year,” said David Keller, President and CEO of Global Power. “Product bookings in the quarter showed improvement and while the increase in resulting backlog is encouraging, the margins on new Product bookings are significantly lower than shipments during the quarter due to the competitive environment in this depressed part of the OEM cycle. Our continued generation of cash has further strengthened our balance sheet and we are well-positioned to evaluate strategic options as a listed company once again.”

The Company generated EBITDA (earnings before interest, taxes, depreciation and amortization) from continuing operations of $10.8 million and $25.7 million for the second quarter and first six months of 2010, as compared to $15.3 million and $32.1 million for the same periods in 2009.

The Company’s term loan was $24.6 million as of June 30, 2010 net of $40.7 million in payments made during the first quarter of 2010. During the first half of 2010 cash provided by operating activities was $7.8 million. As of June 30, 2010, the Company had unrestricted cash of $66.3 million and $25 million of unused capacity on its revolving credit facility.

In addition, the Company’s backlog increased $30.3 million during the second quarter of 2010 to $298.0 million as of June 30, 2010. Services division backlog as a percentage of total backlog was 67% at June 30, 2010 as compared to 63% at March 31, 2010.

The Company believes EBITDA and backlog are important supplemental measures of operating performance and uses both to assess performance and inform operating decisions. However neither EBITDA nor backlog is a GAAP financial measure. A table reconciling EBITDA to net income is included in the financial information that is part of this release. The Company’s calculations of EBITDA and backlog should not be used as a substitute for GAAP measures of

performance, including net cash provided by operations, operating income and net income. The Company’s method of calculating EBITDA and backlog may vary substantially from the methods used by other companies and investors are cautioned not to rely unduly on these non-GAAP measures.

On July 12, 2010, after the close of the second quarter, the U.S. Bankruptcy Court approved a settlement of certain claims against the Company and its Deltak subsidiary. As a result of that settlement and the related compromise by the Company of its own claim against the fund that had been established pursuant to the Company’s Plan of Reorganization to be distributed to holders of allowed unsecured claims against Deltak, the Company received a cash payment of $2.8 million on July 27, 2010.

The Company will host a conference call on Monday, August 16, 2010 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss these results. The call can be accessed by telephone at (877) 407-0789 (within the US and Canada) and at (201) 689-8562 (outside the US and Canada) or by webcast through the investor information portion of the Company’s website, www.globalpower.com. A replay of the conference call will be available until August 30, 2010 at (877) 660-6853 (within the US and Canada) and at (201) 612-7415 (outside the US and Canada). The replay account number is 3055 and the pass code is 354906. A replay of the webcast will also be available through the investor relations portion of the Company’s website.

About Global Power

Oklahoma based Global Power Equipment Group Inc. is a design, engineering and manufacturing firm providing a broad array of equipment and services to the global power infrastructure, energy and process industries. Through its Global Power Services Division, the Company provides on-site specialty support and outage management services for commercial nuclear reactors in the United States and maintenance services to fossil and hydroelectric power plants and other industrial operations. Through its Global Power Products Division, the Company designs, engineers and manufactures a comprehensive portfolio of equipment for gas turbine power plants and power-related equipment for industrial operations, with over 40 years of power generation industry experience. With a strong competitive position in its product lines, the Company benefits from a large installed base of equipment in domestic and international markets. Additional information about Global Power Equipment Group Inc. may be found at www.globalpower.com.

Forward-looking Statement Disclaimer

This press release contains “forward-looking statements” within the meaning of that term set forth in the Private Securities Litigation Reform Act of 1995. These statements reflect our current views of future events and financial performance and are subject to a number of risks and uncertainties. Our actual results, performance or achievements may differ materially from those expressed or implied in the forward-looking statements. Risks and uncertainties that could cause or contribute to such material differences include, but are not limited to, decreased demand for new gas turbine power plants, reduced demand for, or increased regulation of, nuclear power, loss of any of our major customers, cost increases and project cost overruns, unforeseen schedule delays, poor performance by our subcontractors, cancellation of projects, competition for the sale of our products and services, shortages in, or increases in prices for, energy and materials such as

steel that we use to manufacture our products, damage to our 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, volatility of our stock price, deterioration or uncertainty of credit markets, and changes in the economic, social and political conditions in the United States and other countries in which we operate, including fluctuations in foreign currency exchange rates, 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 our filings with the Securities and Exchange Commission, including the section of our Registration Statement on Form 10 titled “Risk Factors.” Except as may be required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and we caution you not to rely upon them unduly.

Company Contact:

Jennifer Gordon

ICR

(918) 274-2280

investorrelations@globalpower.com

The table below represents the operating results of the Company for the periods indicated:

GLOBAL POWER EQUIPMENT GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
	(Unaudited)				(Unaudited)
Products revenue	$	38,754	$	57,995	$	73,808	$	115,420
Services revenue		85,906		97,810		208,002		166,359
Total revenues		124,660		155,805		281,810		281,779
Cost of products revenue		28,517		40,148		54,841		80,114
Cost of services revenue		71,996		87,855		177,565		147,633
Cost of revenues		100,513		128,003		232,406		227,747
Gross profit		24,147		27,802		49,404		54,032
Selling and administrative expenses		13,929		13,352		24,788		23,876
Operating income		10,218		14,450		24,616		30,156
Interest expense		1,119		2,161		3,276		4,830
Reorganization expense		434		235		940		103
Income tax expense		149		1,352		1,778		2,505
Income from continuing operations		8,516		10,702		18,622		22,718
Discontinued operations:
Income from discontinued operations		2,105		6,731		3,164		7,349
Net income	$	10,621	$	17,433	$	21,786	$	30,067
Basic earnings per weighted average common share: [1]
Income from continuing operations	$	0.56	$	0.71	$	1.23	$	1.52
Income from discontinued operations		0.13		0.45		0.20		0.49
Income per common share - basic	$	0.69	$	1.16	$	1.43	$	2.01
Weighted average number of shares of common stock outstanding - basic		15,303,434		15,003,875		15,189,849		14,922,756
Dilutive earnings per weighted average common share:
Income from continuing operations	$	0.52	$	0.69	$	1.15	$	1.48
Income from discontinued operations		0.13		0.43		0.20		0.48
Income per common share - diluted	$	0.65	$	1.12	$	1.35	$	1.96
Weighted average number of shares of common stock outstanding - diluted		16,435,396		15,564,901		16,168,683		15,351,581

[1] All share and per share numbers reflect our June 30, 2010, 1-for-9 reverse stock split.

GLOBAL POWER EQUIPMENT GROUP INC. AND SUBSIDIARIES

Reconciliation of EBITDA to Net Income

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(unaudited)						(unaudited)
Net Income	$	10,621		$	17,433		$	21,786		$	30,067
Add back:
Income tax expense		149			1,352			1,778			2,505
Interest expense		1,119			2,161			3,276			4,830
Income from discontinued operations		(2,105	)		(6,731	)		(3,164	)		(7,349	)
Depreciation and amortization		1,012			1,106			2,052			2,056
EBITDA from continuing operations (a)	$	10,796		$	15,321		$	25,728		$	32,109

(a) EBITDA from continuing operations represents net income adjusted for income taxes, interest, depreciation and amortization and income from discontinued operations. The Company believes EBITDA is an important supplemental measure of operating performance and uses it to assess performance and inform operating decisions. However EBITDA is not a GAAP financial measure. The Company’s calculation of EBITDA should not be used as a substitute for GAAP measures of performance, including net cash provided by operations, operating income and net income. The Company’s method of calculating EBITDA may vary substantially from the methods used by other companies and investors are cautioned not to rely unduly on it.

GLOBAL POWER EQUIPMENT GROUP INC. AND SUBSIDIARIES

HIGHLIGHTS FROM CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30, 2010		December 31, 2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	66,283	$	103,220
Restricted cash		1,019		2,018
Accounts receivable, net of allowance for doubtful accounts		53,373		62,267
Inventories		4,666		4,659
Costs and estimated earnings in excess of billings		38,653		31,518
Other current assets		11,257		11,330
Total current assets		175,251		215,012
Property, plant and equipment, net		12,545		12,945
Other long-term assets		98,465		101,263
Total assets	$	286,261	$	329,220
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	2,500	$	40,692
Accounts payable and accrued liabilities		41,832		59,392
Billings in excess of costs and estimated earnings		31,194		34,357
Deferred revenue		—		3,006
Other current liabilities		14,091		11,363
Total current liabilities		89,617		148,810
Long-term deferred tax liability		14,768		14,768
Other long-term liabilities		3,994		3,990
Long-term debt, net of current maturities		22,133		24,633
Liabilities subject to compromise		270		541
Total liabilities		130,782		192,742
Stockholders’ equity		155,479		136,478
Total liabilities and stockholders’ equity	$	286,261	$	329,220

GLOBAL POWER EQUIPMENT GROUP INC. AND SUBSIDIARIES

HIGHLIGHTS FROM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Six Months Ended June 30,
	2010			2009
	(unaudited)
Net cash provided by operating activities	$	7,774		$	43,756
Net cash provided by (used in) investing activities		107			(1,074	)
Net cash used in financing activities		(40,996	)		(17,240	)
Effect of exchange rate changes on cash		(3,822	)		565
Net change in cash and cash equivalents	$	(36,937	)	$	26,007