8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 11, 2017

Global Power Equipment Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-16501	73-1541378
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

400 E. Las Colinas Boulevard, Suite 400

Irving, Texas 75039

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: 214-574-2700

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company                      ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01Completion of Acquisition or Disposition of Assets.

Explanatory Note

For the reasons set forth below, this Amendment No. 1 (as defined below) is being filed solely to comply with the pro forma financial statement filing requirements of Form 8-K and should not be relied on by investors. Instead, investors should refer to the Form 10-K (as defined below) for the most recent financial information.

Global Power Equipment Group Inc. (“we,” “us,” the “Company,” or “Global Power”) is filing this Amendment No. 1 on Form 8-K/A (the “Amendment No. 1”)to its Current Report on Form 8-K (the “Original Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 12, 2017, solely to provide the unaudited pro forma condensed financial information required by Item 2.01 and 9.01 of Form 8-K with respect to the sale of the Company’s Braden U.S., Braden Europe and Consolidated Fabricators businesses to affiliates of Innova Global Limited Partnership, a portfolio company of TriWest Capital Partners V (2015) Inc. which occurred in October 2017.

In addition, the Company’s Quarterly Report on Form 10-Q for the third quarter of 2017 (the “Third QuarterReport”), filed with the SEC on January 31, 2018, reflected the accrual of $4.4 million as of December 31, 2015, for a  potential liability for liquidated damages related to a project entered into by the Company with a partner. The Company’s estimate regarding this matter remained unchanged until October 16, 2017, when the Company received a Notice of Substantial Completion, which stated that the joint venture met the contractual performance criteria. Therefore, the Company concluded that no performance liquidated damages would be incurred and, accordingly, $4.4 million was recognized and included in revenue in its 2017 consolidated statement of operations contained in the Annual Report on Form 10-K for the year ended December 31, 2017 filed on April 16, 2018 (the “Form 10-K”). This $4.4 million revenue recognition should have also been reflected in the Third Quarter Report, and we therefore chose to reflect it in the pro forma financial information included in Item 9.01 of this Amendment No. 1. In addition, certain amounts have been reclassified in the unaudited pro forma condensed consolidated statement of operations for all periods presented in order to conform with the presentation in the Form 10-K. 

Except as stated in this Explanatory Note, no other information contained in any Item of the Original Report is being amended, updated or otherwise revised. In particular, investors should note that, in the fourth quarter of 2017 (after the filing of the Original Report), the Company made the decision to exit and sell its Electrical Solutions segment. The Company further determined that the Electrical Solutions segment — in addition to the Mechanical Solutions segment — met the definition of a discontinued operation. As a result, both the Mechanical Solutions and Electrical Solutions segments are presented as discontinued operations in the Form 10-K. Unless otherwise specified, the financial information and discussion in the Form 10-K are as of December 31, 2017 and are based on Global Power’s continuing operations; they exclude any results of the Company’s discontinued operations. Please refer to “Note 4—Changes in Business” to the consolidated financial statements included in the Form 10-K for additional information. Although the classification of Electrical Solutions as a discontinued operation occurred prior to the filing of this Amendment No. 1, since it did not occur prior to the required filing date of the pro forma financial information of this Amendment No. 1, it is not reflected in this Amendment No. 1.

Accordingly, investors should not rely on the information in this Amendment No. 1, which is being filed solely to comply with the pro forma financial statement filing requirements of Form 8-K, and should instead refer to the Form 10-K for the most recent financial information. 

Cautionary Note

All of the pro forma financial information included in Item 9.01 of this Amendment No. 1, other than historical information or statements of historical fact, are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, all of the pro forma financial information and the notes related thereto with respect to the transaction described herein. Because of events subsequent to the filing of the Original Report (described above), actual results will differ materially from the forward-looking statements made herein. The pro forma financial information contained in Item 9.01 does not reflect the classification of the Company’s Electrical Solutions segment as a discontinued operation. Additional risks and uncertainties include the risk factors disclosed in the Form 10-K, which the Company filed with the SEC on April 16, 2018. The Company does not undertake to revise these statements to reflect subsequent developments, except as required under the federal securities laws. Investors are cautioned not to rely on any of these forward-looking statements. Investors should not rely on the financial information contained herein and should instead refer to the Form 10-K for updated financial information.

Item 9.01Financial Statements and Exhibits.

(b)  Pro Forma Financial Information.

Unaudited Pro Forma Condensed Consolidated Financial Information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Please also refer to “Explanatory Note” and “Cautionary Note” contained in Item 2.01 above. The information set forth under Item 2.01 of this Amendment No. 1 is incorporated herein by reference.

(d)  Exhibits.

The following exhibit is filed as part of this report:

Exhibit Number	Description
99.1	Unaudited pro forma condensed consolidated financial information.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited pro forma condensed consolidated financial information.

SIGNATURE

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

Dated: May 4, 2018

Global Power Equipment Group Inc.
By:	/s/ Charles E. Wheelock
Charles E. Wheelock
Vice President, Administration, General Counsel, & Secretary

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

In the third quarter of 2017, the Board of Directors of Global Power Equipment Group, Inc. (the “Company”) approved a plan to exit the Mechanical Solutions segment (“Mechanical Solutions”). On October 11, 2017, the Company and its wholly owned subsidiaries, Braden Holdings, LLC and GPEG C.V. signed, and closed on, a securities purchase agreement to sell its Mechanical Solutions segment to Innova Global Europe B.V., Innova Global Inc. and 1938247 Alberta Ltd.

The following unaudited pro forma condensed consolidated financial statements are presented to show the effects of the sale of Mechanical Solutions, which is a significant disposition, as defined under Regulation S-X Rule 210.11. The unaudited pro forma condensed consolidated balance sheet assumes these dispositions were consummated on September 30, 2017. The unaudited pro forma condensed consolidated statements of operations assume the dispositions were consummated on January 1, 2014.

The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States. Pro forma information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction or group of transactions might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma information does not include information about the possible or expected impact of current actions taken by management in response to the pro forma transactions, as if management’s actions were carried out in previous reporting periods.

This unaudited pro forma condensed consolidated financial information is presented for illustration purposes only and does not purport to be indicative of the financial position or results of operations that would have occurred had the disposition been consummated on the dates as of, or at the beginning of the period, which, the disposition is being given effect, nor are they necessarily indicative of the Company’s future operating results or financial position.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2017

				Pro Forma Adjustments
	Historical		Mechanical Solutions		Mechanical Solutions			Pro Forma
(in thousands, except share data)	Global Power		(a)		Adjustments			Global Power
ASSETS
Current assets:
Cash and cash equivalents	$	8,203	$	—	$	8,927	(b)	$	17,130
Restricted cash		12,070		—		—			12,070
Accounts receivable, net of allowance of $1,634		42,081		—		—			42,081
Inventories		283		—		—			283
Costs and estimated earnings in excess of billings		18,465		—		—			18,465
Other current assets		5,945		—		—			5,945
Current assets of discontinued operations		56,088		(54,689)		(928)	(c)		471
Total current assets		143,135		(54,689)		7,999			96,445
Property, plant and equipment, net		5,707		—		—			5,707
Goodwill		35,400		—		—			35,400
Intangible assets, net		22,826		—		—			22,826
Other long-term assets		600		—		—			600
Total assets	$	207,668	$	(54,689)	$	7,999		$	160,978
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	17,368	$	—	$	—		$	17,368
Accrued compensation and benefits		10,093		—		—			10,093
Billings in excess of costs and estimated earnings		9,746		—		—			9,746
Accrued warranties		1,215		—		—			1,215
Current portion of long-term debt		10,190		—		(10,190)	(d)		—
Other current liabilities		18,264		—		—			18,264
Current liabilities of discontinued operations		27,136		(27,136)		—			—
Total current liabilities		94,012		(27,136)		(10,190)			56,686
Long-term debt		45,061		—		(23,810)	(d)		21,251
Deferred tax liabilities		15,791		—		(928)	(c)		14,863
Other long-term liabilities		2,331		—		—			2,331
Long-term liabilities of discontinued operations		2,985		—		—			2,985
Total liabilities		160,180		(27,136)		(34,928)			98,116
Total stockholders’ equity		47,488		(27,553)		42,927	(e)		62,862
Total liabilities and stockholders’ equity	$	207,668	$	(54,689)	$	7,999		$	160,978

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2017

			Pro Forma Adjustments
	Historical		Mechanical Solutions		Pro Forma
(in thousands, except per share data)	Global Power		(f)		Global Power
Revenue	$	229,163	$	(50,841)	$	178,322
Cost of revenue		219,479		(41,580)		177,899
Gross profit		9,684		(9,261)		423
Selling and marketing expenses		5,379		(2,507)		2,872
General and administrative expenses		37,404		(5,474)		31,930
Depreciation and amortization expense(1)		3,723		(441)		3,282
Total operating expenses		46,506		(8,422)		38,084
Operating income (loss)		(36,822)		(839)		(37,661)
Interest expense, net		7,353		230		7,583
Foreign currency (gain) loss		957		(957)		—
Gain on sale of business and net assets held for sale		(239)		—		(239)
Other (income) expense, net		(9)		—		(9)
Total other (income) expenses, net		8,062		(727)		7,335
Loss before income tax		(44,884)		(112)		(44,996)
Income tax expense (benefit)		(692)		(532)		(1,224)
Net loss	$	(44,192)	$	420	$	(43,772)
Basic loss per share from continuing operations	$	(2.51)			$	(2.49)
Diluted loss per share from continuing operations	$	(2.51)			$	(2.49)
Weighted average common shares outstanding (basic and diluted)		17,577,358				17,577,358

(1) Excludes historical and pro forma depreciation and amortization expense for the nine months ended September 30, 2017 of $1.0 million and $0.6 million, respectively, included in cost of revenue.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

			Pro Forma Adjustments
	Historical		Mechanical Solutions		Pro Forma
(in thousands, except per share data)	Global Power		(f)		Global Power
Revenue	$	418,588	$	(112,022)	$	306,566
Cost of revenue		369,599		(96,515)		273,084
Gross profit		48,989		(15,507)		33,482
Selling and marketing expenses		9,544		(3,658)		5,886
General and administrative expenses		55,337		(7,584)		47,753
Depreciation and amortization expense(1)		7,154		(1,228)		5,926
Total operating expenses		72,035		(12,470)		59,565
Operating income (loss)		(23,046)		(3,037)		(26,083)
Interest expense, net		8,398		(80)		8,318
Foreign currency (gain) loss		(217)		217		—
Loss on sale of business and net assets held for sale		8,812		(557)		8,255
Loss on sale-leaseback, net		1,857		181		2,038
Other (income) expense, net		15		(358)		(343)
Total other (income) expenses, net		18,865		(597)		18,268
Loss before income tax		(41,911)		(2,440)		(44,351)
Income tax expense (benefit)		1,702		(691)		1,011
Net loss	$	(43,613)	$	(1,749)	$	(45,362)
Basic loss per share from continuing operations	$	(2.51)			$	(2.61)
Diluted loss per share from continuing operations	$	(2.51)			$	(2.61)
Weighted average common shares outstanding (basic and diluted)		17,348,286				17,348,286

(1) Excludes historical and pro forma depreciation and amortization expense for the year ended December 31, 2016 of $2.2 million and$1.1 million, respectively, included in cost of revenue.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2015

			Pro Forma Adjustments
	Historical		Mechanical Solutions		Pro Forma
(in thousands, except per share data)	Global Power		(f)		Global Power
Revenue	$	589,003	$	(122,593)	$	466,410
Cost of revenue		536,406		(113,853)		422,553
Gross profit		52,597		(8,740)		43,857
Selling and marketing expenses		12,130		(5,429)		6,701
General and administrative expenses		69,471		(8,922)		60,549
Impairment expenses		47,755		(24,445)		23,310
Bargain purchase gain		(3,168)		—		(3,168)
Depreciation and amortization expense(1)		8,602		(1,582)		7,020
Total operating expenses		134,790		(40,378)		94,412
Operating income (loss)		(82,193)		31,638		(50,555)
Interest expense, net		4,484		(196)		4,288
Foreign currency (gain) loss		(1,014)		1,525		511
Other (income) expense, net		12		(520)		(508)
Total other (income) expenses, net		3,482		809		4,291
Income (loss) before income tax		(85,675)		30,829		(54,846)
Income tax expense (benefit)		(6,946)		5,108		(1,838)
Net income (loss)	$	(78,729)	$	25,721	$	(53,008)
Basic loss per share from continuing operations	$	(4.59)			$	(3.09)
Diluted loss per share from continuing operations	$	(4.59)			$	(3.09)
Weighted average common shares outstanding (basic and diluted)		17,151,810				17,151,810

(1) Excludes historical and pro forma depreciation and amortization expense for the year ended December 31, 2015 of $2.5 million and $1.1 million, respectively, included in cost of revenue.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2014

			Pro Forma Adjustments
	Historical		Mechanical Solutions		Pro Forma
(in thousands, except per share data)	Global Power		(f)		Global Power
Revenue	$	539,053	$	(145,910)	$	393,143
Cost of revenue		465,719		(122,769)		342,950
Gross profit		73,334		(23,141)		50,193
Selling and marketing expenses		10,045		(4,452)		5,593
General and administrative expenses		58,747		(11,353)		47,394
Depreciation and amortization expense(1)		8,326		(1,544)		6,782
Total operating expenses		77,118		(17,349)		59,769
Operating income (loss)		(3,784)		(5,792)		(9,576)
Interest expense, net		1,820		10		1,830
Foreign currency (gain) loss		(65)		1,028		963
Other (income) expense, net		34		(639)		(605)
Total other (income) expenses, net		1,789		399		2,188
Loss before income tax		(5,573)		(6,191)		(11,764)
Income tax expense (benefit)		41,661		(2,424)		39,237
Net loss	$	(47,234)	$	(3,767)	$	(51,001)
Basic loss per share from continuing operations	$	(2.78)			$	(3.00)
Diluted loss per share from continuing operations	$	(2.78)			$	(3.00)
Weighted average common shares outstanding (basic and diluted)		17,005,589				17,005,589

(1) Excludes historical and pro forma depreciation and amortization expense for the year ended December 31, 2014 of $1.6 million and $0.3 million, respectively, included in cost of revenue.

UNAUDITED NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet

(a)  The adjustments represent the elimination of the historical assets, liabilities and equity of Mechanical Solutions.

(b)  The adjustment represents the net cash portion, at closing, of the total proceeds from the sale of Mechanical Solutions.

(c)  The adjustment represents the reclassification of deferred tax assets of $0.9 million related to certain entities that, for tax purposes, were treated as asset sales. The remaining amount represents the Company’s office building located in Heerlen, Netherlands that was excluded from the securities purchase agreement. As of September 30, 2017, the Heerlen office building was classified as held for sale because it was not sold until March 21, 2018.

(d)  The adjustments represent the net cash proceeds used pay down of $34.0 million of the Company’s outstanding debt and related fees, including full repayment of a $10.0 million first-out-loan in October 2017.

(e)  The adjustment represents the impact of items (a) – (d) above.

Unaudited Condensed Consolidated Statement of Operations

(f)  The adjustments eliminate the historical results of Mechanical Solutions as if the transaction occurred on January 1, 2014. In accordance with accounting principles generally accepted in the United States, the amounts eliminated do not include corporate overhead.