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): March 15, 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:

 

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

 

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

 

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

 

o                               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 March 15, 2017, Global Power Equipment Group Inc. (the “ Company ”) issued a press release (the “ press release ”) reporting its financial results for 2015 and restated financial results for prior periods and preliminary 2016 financial result estimates. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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 (the “ Securities Act ”), or the Exchange Act, regardless of the general incorporation language contained in such filing. Without limiting the generality of the foregoing, the text of press release entitled “Forward Looking Statements” and “Cautionary Note Regarding Preliminary Estimates” are incorporated by reference into this Item 2.02.

 

Item 5.02                                            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In December 2016, the Company announced that Timothy M. Howsman, the Company’s Principal Financial Officer and Products Division Chief Financial Officer, had advised the Company he planned to retire upon completion of the restatement of certain of the Company’s historical financial information and the filing with the U.S. Securities and Exchange Commission (the “ SEC ”) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “ 2015 10-K ”). The Company also announced that upon Mr. Howsman’s retirement, Craig E. Holmes, who has been serving as Senior Vice President of Finance, would assume the role of Chief Financial Officer and Principal Financial Officer and Mark F. Jolly, who has been serving as Vice President Finance, would become Chief Accounting Officer and Principal Accounting Officer.

 

The 2015 10-K was filed with the SEC on March 15, 2017, and effective March 16, 2017, Mr. Howsman retired from his employment with the Company. Effective March 16, 2017, Mr. Holmes was appointed Chief Financial Officer and Principal Financial Officer and Mr. Jolly was appointed Chief Accounting Officer and Principal Accounting Officer.

 

Craig E. Holmes, 59, has served as the Company’s Senior Vice President of Finance since September 2015. Previously, he served as the Chief Financial Officer of Goodman Networks Incorporated, from October 2014 to March 2015. Prior to this he served as Chief Financial Officer of Sizmek, Inc. (formerly Digital Generation, Inc.), a publicly traded open ad management platform company, from October 2012 through its spinoff, merger and company relocation in May 2014. Mr. Holmes served as Chief Financial Officer of Quickoffice, Inc., a global leader in mobile productivity solutions, from May 2011 through its sale to Google, Inc. in July 2012. From November 2009 to April 2011, Mr. Holmes provided advisory and consulting services to the board and management of Enfora Inc., a privately held global manufacturing and software development company. Mr. Holmes also previously served as Chief Financial Officer at two publicly traded corporations, EXCEL Communications (April 1995 to May 1999) and Intervoice, Inc. (August 2003 to November 2009). Mr. Holmes began his career at Arthur Andersen, where he rose to Partner level before leaving to join EXCEL Communications. He currently serves on the board of directors of Hobi International, Inc., where he has served since August 2009, and Independent Bank Group, where he has served since April 2013 and currently serves as chairman of the audit committee.

 

Mr. Jolly, 56, has served as the Company’s Vice President Finance since December 2016.  Previously, Mr. Jolly served as Corporate Controller with the Vought Aircraft Division of Triumph Group, Inc., beginning in February 2009, and as its principal accounting officer, beginning in May 2009. From July 2008 to February 2009, Mr. Jolly was a partner of Tatum, LLC, where he provided clients with financial leadership and other project-specific services in the areas of financial controls, mergers and acquisitions.  From September 2006 to November 2007, Mr. Jolly served as Corporate Vice President, principal accounting officer and Global Controller of Thermadyne Holdings Corporation, where he was responsible for all accounting, financial and SEC reporting functions.  From August 2005 until September 2006, Mr. Jolly served as Chief Financial Officer of idX Corporation, where his responsibilities included oversight of idX Corporation’s accounting, financial, treasury and information technology departments.  From October 2000 until June 2005, Mr. Jolly served as Global Controller for Koch Industries, Inc. John Zink in the areas of accounting, finance and information technology, and from June 1986 through September 2000, Mr. Jolly

 



 

worked for General Dynamics Corporation in a variety of finance related roles of increasing responsibility.  Mr. Jolly began his career with PricewaterhouseCoopers in 1982 and is a Certified Public Accountant.

 

There are no family relationships involving either Mr. Holmes or Mr. Jolly that would require disclosure under Item 401(d) of Regulation S-K.  There are no current or proposed transactions in which they or any member of their immediate family has, or will have, a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K.

 

In connection with his initial appointment as Vice President, Finance in October 2016, Mr. Jolly entered into an offer letter (the “ Offer Letter ”) with the Company, dated November 8, 2016. Under the terms of the Offer Letter, Under the terms of the Offer Letter, Mr. Jolly was appointed Vice President, Finance with the expectation that he would be appointed Chief Accounting Officer and Principal Accounting Officer following the Company’s filing of its amended Form 10-K containing restated historical financial information. The Offer Letter further provided that Mr. Jolly would receive an annual base salary of $260,000 and a target short-term incentive opportunity of 40% of annual base salary. Mr. Jolly also received a 2016 long-term incentive award of 19,000 Performance-Based Restricted Stock Units (“ PRSUs ”), and Time-Based Restricted Stock Units (“ TRSUs ”) with a delivered value of $43,750.  The number of TRSUs will be determined based on the average closing price of Global Power’s common stock for the five trading days ending on the 30th day following the Company’s submission of restated financial information to the SEC.  The performance objective for the PRSUs is the achievement of a trading price per share greater than or equal to $5.50 for any period of 30 consecutive trading days prior to August 5, 2021.  The PRSUs are scheduled to vest in equal amounts on March 31, 2017 and March 31, 2018 (50% on each date), subject to the achievement of the performance objective and Mr. Jolly’s continued employment.  Mr. Jolly was also granted a one-time payment of (a) $20,000 (less applicable withholdings) on the first payroll date after he joined the Company; and (b) an additional 2,500 PRSUs and 2,500 TRSUs, subject to the same vesting conditions described above.

 

The terms of Mr. Holmes’ employment are described in the Company’s Current Report on Form 8-K, filed with the SEC on September 25, 2015, and Annual Report on Form 10-K, filed on March 15, 2017, and are incorporated herein by reference.

 

The foregoing description does not constitute a complete summary of the terms of the Offer Letter, and the foregoing is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibits 10.1 to this Form 8-K and incorporated by reference herein.  All capitalized terms used but not defined herein have the meanings set forth in the Offer Letter.

 

Item 7.01                                            Regulation FD Disclosure.

 

The Company made available a Company Information Presentation beginning on March 15, 2017, relating to its financial results for 2015 and restated financial results for prior periods and preliminary 2016 financial result estimates.  The Company Information Presentation may be accessed within the investor relations section of Global Power’s website, http://www.globalpower.com.  A copy of the Company Information Presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

The information in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, regardless of the general incorporation language contained in such filing.  Without limiting the generality of the foregoing, the text of the slides in the Company Information Presentation entitled “Forward Looking Statements” and “Cautionary Note Regarding Preliminary Estimates” are incorporated by reference into this Item 7.01.

 

Item 9.01

 

Financial Statements and Exhibits.

 

 

 

(d)

 

Exhibits

 

 

 

10.1

 

Mark Jolly Offer Letter, dated November 8, 2016.

 

 

 

99.1

 

Press Release, dated March 15, 2017 of Global Power Equipment Group Inc.

 

 

 

99.2

 

Company Information Presentation.

 


 

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: March 16, 2017

 

 

Global Power Equipment Group Inc.

 

 

 

 

 

 

 

By:

/s/ Tracy D. Pagliara

 

 

Tracy D. Pagliara

 

 

Senior Vice President, Chief Administrative Officer,

 

 

General Counsel and Secretary

 



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

10.1

 

Mark Jolly Offer Letter, dated November 8, 2016.

 

 

 

99.1

 

Press Release, dated March 15, 2017 of Global Power Equipment Group Inc.

 

 

 

99.2

 

Company Information Presentation.

 


Exhibit 10.1

 

 

November 8, 2016

 

Mark Jolly

918 Parkview Lane

Southlake, TX 76092

(214) 796-4189

mnmjolly@yahoo.com

 

Dear Mark:

 

On behalf of Global Power Equipment Group Inc. (the “Company”), I am pleased to offer you the position of Vice President, Finance within our organization.

 

The details of our employment offer are outlined below:

 

Start Date:

November 29, 2016

Location:

Irving, TX

Base Pay:

$260,000 annualized

 

Position: Vice President, Finance, provided that you will be appointed Chief Accounting Officer/Principal Accounting Officer, subject to Board approval, after the Company files its 2015 Annual Report on Form 10-K with the Securities and Exchange Commission.

 

Short-Term Incentive:  You shall be eligible to participate in the Company’s short-term incentive (“STI”) program starting with the 2016 fiscal year.  Your “target” STI opportunity shall be 40% of your Annual Base Salary, with a maximum of 80% of your Annual Base Salary, prorated based on your start date.  Your payment under the STI program shall be based on the extent to which certain predetermined performance objectives established by the Company have been achieved for that year.  We anticipate that the performance objectives will include a mix of Company-wide or division-wide financial goals and individual goals.  You must be actively employed by the Company at the time of the payout to be eligible for a STI payment for any fiscal year.

 

Long-Term Incentive:  You will receive a 2016 long-term incentive (“LTI”) award of 19,000 Performance-Based Restricted Stock Units (“PRSUs”), and Time-Based Restricted Stock Units (“TRSUs”) with a delivered value of $43,750.  The number of TRSUs will be determined based on the average closing price of Global Power’s common stock for the 5 trading days ending on the 30 th  day following the Company’s submission of restated financials to the SEC.  The performance objective for the PRSUs is the achievement of a trading price per share greater than or equal to $5.50 for any period of 30 consecutive trading days prior to August 5, 2021.  The PRSUs are scheduled to vest in equal amounts on

 

 



 

March 31, 2017 and March 31, 2018 (50% on each date), subject to the achievement of the performance objective and your continued employment.  If the performance objective is not met by the scheduled vesting dates, vesting will be delayed until the performance objective is met, subject to your continued employment. The TRSUs will vest on March 31, 2018, subject to your continued employment.  The performance criteria for the LTI awards for 2016 and future periods are set by the Compensation Committee. Future LTI grants, if any, will be subject to the discretion of the Compensation Committee.

 

One-Time Payment:  In order to compensate you for the loss of any incentive compensation with your current employer, you will receive: (a) $20,000 (less applicable withholdings) on the first payroll date after you join the Company; and (b) an additional 2,500 PRSUs and 2,500 TRSUs, which shall be subject to the same vesting conditions and schedules described above.

 

Time Off:   As of your start date, you will be eligible to begin accruing four (4) weeks of vacation which will accrue on a per payroll basis.  In addition, the Company offers paid holiday and sick time.

 

Benefits:   As a full-time employee, you shall be eligible to participate in the Company’s benefit programs which include: medical, dental, vision, 401(k), and flexible spending accounts.

 

Severance:  You will participate in the Executive Severance Plan. Your severance arrangement shall equal continued Annual Base Salary for: a twelve month period.  You will not be eligible for severance if your termination is deemed for “cause” or you voluntarily leave the company.  Notwithstanding anything to the contrary contained in the Executive Severance Plan:

 

(a)  For purposes of your participation in the Executive Severance Plan, “Good Reason” shall mean (i) a reduction of your Annual Base Salary by five percent (5%) or more (other than an across-the-board reduction which applies in a comparable manner to other senior executives of the Company), or (ii) a material diminution in your authority, duties or responsibilities (or the authority, duties or responsibilities of the person to whom you are required to report); provided, in any case, that you give notice to the Company of the existence of the condition constituting Good Reason within 30 days after the initial existence of such condition, the Company fails to cure such condition within 30 days after receiving such notice, and you terminate your employment within 90 days after the initial occurrence of such condition;

 



 

(b)  The Company may not amend or terminate the Executive Severance Plan, as it applies to you, in a manner that impairs your rights thereunder without your prior written consent; and

 

(c)  Notwithstanding any of the provisions of Sections 10 and 11 of the Executive Severance Plan, you shall be entitled to receive severance benefits in accordance with Section 4(a) of the Executive Severance Plan and the provisions of this offer letter, with no requirement that you file any claim for benefits under Section 11 of the Executive Severance Plan, if (i) you incur a Qualified Termination, (ii) you timely comply with the Release requirements of Sections 5 of the Executive Severance Plan, and (iii) you comply with the restrictive covenant provisions of Section 7 of the Executive Severance Plan.

 

Your employment with us is contingent on receipt of a favorable background check, which includes a criminal check, confirmation of references and a negative drug screen.  As a condition of your employment and continued employment at the Company, you are and will be required at all times to comply with the Company’s policies and rules, including, but not limited to the policies and rules regarding trade secrets, intellectual property, confidential information, the non-solicitation of employees, non-competition restrictions and the Company’s Code of Business Conduct and Ethics.  In this regard, this offer of employment is contingent upon you signing a confidentiality, non-compete, and non-solicit agreement in a form to be provided by the Company, on or prior to your Start Date.  Additionally, as a condition of your employment at the Company, you are required, at all times, to not use or disclose the confidential and/or proprietary information of your prior employer.

 

We are excited about you joining us and look forward to a beneficial and productive relationship.  Nevertheless, please note that this offer letter is not a contract of employment for any specific or minimum term and that the employment the Company offers you is terminable at will.  This means that our employment relationship is voluntary and based on mutual consent.  You may resign your employment and the Company likewise may terminate your employment, at any time, for any reason, with or without cause or notice.  Any prior oral or written representations to the contrary are void.

 

Once again, I am pleased to extend this offer of employment.  Should you have any questions, please do not hesitate to contact me at (214) 574-2705.

 

Best regards,

 

/s/ Craig Holmes

 

Craig Holmes

 

Senior Vice President, Finance

 

 



 

By signing below, I accept the employment offer as set forth above and represent and warrant to the Company as follows:

 

I am not a party to any non-compete or non-solicitation agreement (customers, employees or both) or other contractual restriction with a current or former employer and I understand and acknowledge that the Company is relying on that representation in making this offer of employment to me.  I understand that in the event that this representation is untrue, or in the event that I have mistakenly advised the Company regarding my obligations to my prior employer(s), the Company reserves the right to revoke or rescind this offer, and to terminate my employment if I have already become employed at the Company, without penalty.

 

I have disclosed to the Company in writing all material threatened, pending, or actual claims against me that are unresolved and still outstanding as of the Start Date, in each case of which I am aware, resulting or arising from my service with my current employer (or any other previous employer) or my membership on any boards of directors.

 

I understand and acknowledge that this offer is for a full-time regular position and that no other outside employment will pose a conflict or interfere with my ability to fulfill the job responsibilities as required.

 

/s/ Mark Jolly

 

11/8/16

Mark Jolly

 

Date

 


Exhibit 99.1

 

 

 

NEWS

RELEASE

 

Global Power · 400 E Las Colinas Blvd., Suite 400 · Irving, TX 75039

 

FOR IMMEDIATE RELEASE

 

Global Power Provides Financial Results for 2015
and Restated Prior Periods

 

IRVING, Texas, March 15, 2017 — Global Power Equipment Group Inc. (OTC: GLPW) (“Global Power” or the “Company”) today reported its financial results for 2015, restated financial results for prior periods and preliminary 2016 financial result expectations.  The Company also announced the completion of its restatement and the filing of its Annual Report on Form 10-K for 2015 (the “2015 10-K”) with the U.S. Securities and Exchange Commission (“SEC”).  The 2015 10-K includes audited restated consolidated financial statements and related information for 2014 and 2013, and unaudited restated selected financial data for 2012 and 2011.  Reporting of the Company’s 2015 financial results was delayed because of the time it took to complete the restatement and to properly compile and report its 2015 financial results.

 

Terence J. Cryan, President and CEO of Global Power, commented, “The duration of the restatement was longer than what we had anticipated.  It has been an arduous process and we appreciate the patience of our many stakeholders.  During this time, we have made considerable changes to our organization and added new leadership in key management roles.  We restructured operations, reduced costs and liquidated non-core assets.  Unfortunately, a difficult business climate added to our challenges through this period, particularly due to reduced investments in our energy and industrial end markets.”

 

2015 Results Compared with Restated 2014 Results

 

Results in 2015 included the February 2015 acquisition of a portion of the Energy Packaged Power Solutions business acquired from Siemens Industry, Inc. (the “eHouse acquisition”) to provide additional capacity in the strategically-important Houston market for the Electrical Solutions segment.

 

Revenue

 

 

 

 

 

 

 

Variance

 

($ in thousands)

 

2015

 

2014

 

$

 

%

 

 

 

 

 

(as restated)

 

 

 

 

 

Mechanical Solutions

 

$

122,593

 

$

145,910

 

(23,317

)

(16.0

)

Electrical Solutions

 

93,057

 

77,280

 

15,777

 

20.4

 

Services

 

373,353

 

315,863

 

57,490

 

18.2

 

Consolidated Revenue

 

$

589,003

 

$

539,053

 

49,950

 

9.3

 

 

·                   The 2015 decline in revenue from Mechanical Solutions was the result of low order volume for inlet systems for utility-scale natural gas turbines in both 2014 and 2015 from two of its major OEM customers.  Sales in this segment were also impacted by $5.4 million of unfavorable foreign currency exchange.  In addition, the segment had $3.9 million of contractual liquidated damages in 2015 due to late deliveries, compared with $1.2 million in 2014.

 

·                   Electrical Solutions sales growth was the result of greater throughput capacity, which was augmented by $13.4 million of acquired revenue added by the eHouse acquisition.

 

-MORE-

 



 

·                   Services revenue growth was driven by approximately $74.4 million for construction and support services for a new-build nuclear site which was substantially completed in 2015, the benefit of an additional nuclear power facility outage and other incremental projects.  This more than offset $19.0 million lower revenue from the non-renewal of a maintenance and modification contract by

 

Gross Profit/Margin

 

 

 

 

 

 

 

Variance

 

($ in thousands)

 

2015

 

2014

 

$

 

%

 

 

 

 

 

(as restated)

 

 

 

 

 

Mechanical Solutions

 

$

8,740

 

$

23,141

 

(14,401

)

(62.2

)

Gross Margin %

 

7.1

%

15.9

%

 

 

 

 

Electrical Solutions

 

(985

)

4,983

 

(5,968

)

(119.8

)

Gross Margin %

 

(1.1

)%

6.4

%

 

 

 

 

Services

 

44,842

 

45,210

 

(368

)

(0.8

)

Gross Margin %

 

12.0

%

14.3

%

 

 

 

 

Consolidated Gross Profit

 

$

52,597

 

$

73,334

 

(20,737

)

(28.3

)

Gross Margin %

 

8.9

%

13.6

%

 

 

 

 

 

a major customer.

 

·                   A decision in late 2014 to move to a matrix organizational structure had a significant negative impact on the Company’s Mechanical Solutions and Electrical Solutions segments.  While this initiative was abandoned in the second quarter of 2015, operating performance, orders and backlog in both segments were substantially impacted for the year.

 

·                   Mechanical Solutions’ 8.8 percentage point decline in gross margin was the result of operational inefficiencies and aggressive pricing together with $3.8 million in losses on contracts in process at year end and $0.5 million of higher warranty expense.

 

·                   Electrical Solutions had $1.7 million of combined losses on two significant generator enclosure sales and $1.4 million of accrued losses on contracts in process at year end.  Warranty expenses increased $2.8 million.  Operational inefficiencies also contributed to the loss of gross profit.

 

2



 

Operating Expenses

 

 

 

 

 

 

 

Variance

 

($ in thousands)

 

2015

 

2014

 

$

 

%

 

 

 

 

 

(as restated)

 

 

 

 

 

Selling and Marketing Expenses

 

$

12,130

 

$

10,045

 

2,085

 

20.8

 

General and Administrative Expenses

 

55,086

 

58,747

 

(3,661

)

(6.2

)

Restatement Expenses

 

14,385

 

 

14,385

 

100.0

 

Impairment Expense

 

47,755

 

 

47,755

 

100.0

 

Bargain Purchase Gain

 

(3,168

)

 

(3,168

)

(100.0

)

Depreciation and Amortization Expenses(1)

 

8,602

 

8,326

 

276

 

3.3

 

Total Operating Expenses

 

$

134,790

 

$

77,118

 

57,672

 

74.8

 

 

·                   While Services’ gross profit dollars declined nominally, its gross margin percentage contracted 2.3 percentage points due to unfavorable project mix.  New build nuclear work, special projects and an incremental outage added $7.3 million in gross profit.  This was offset by $7.9 million lower gross profit from a loss on a power plant equipment installation project and the nonrenewal of the maintenance and modification contract previously discussed.

 


(1)          Excludes depreciation and amortization expense for the years ended December 31, 2015 and 2014 of $2.5 million and $1.6 million, respectively, included in cost of revenue.

 

·                   Selling and marketing expenses increased in support of business development efforts and from higher bad debt expense.

 

·                   The reduction in general and administrative expenses was primarily due to lower incentive compensation.

 

·                   Restatement expenses primarily consisted of fees for legal and accounting services associated with the restatement of the Company’s historical financial results.

 

·                   The Company recorded an impairment charge associated with goodwill, other indefinite-lived intangibles and fixed assets, primarily as a result of the prolonged decrease in value of the Company’s common stock.  Segment breakdown of the impairment charge follows:

 

·      Mechanical Solutions:

 

$24.4 million

·      Electrical Solutions:

 

$19.1 million

·      Services:

 

$4.2 million

 

·                   Excluding unusual 2015 costs related to the restatement process, impairment expense, and a bargain purchase gain on the e-House acquisition, operating expenses declined $1.3 million from $77.1 million in 2014.

 

3



 

Consolidated operating loss for 2015, excluding the unusual costs noted above, was $23.2 million, compared with $3.8 million in 2014.  The greater loss in 2015 was primarily related to lower gross profit discussed earlier in this release.

 

Non-Operating Items and Net Results

 

 

 

 

 

 

 

Variance

 

($ in thousands, except per share amounts)

 

2015

 

2014

 

$

 

%

 

 

 

 

 

(as restated)

 

 

 

 

 

Interest Expense, Net

 

$

4,484

 

$

1,820

 

2,664

 

146.4

 

Foreign Currency Gain

 

(1,014

)

(65

)

(949

)

NM

 

Income Tax (Benefit) Expense

 

(6,946

)

41,661

 

(48,607

)

(116.7

)

Net Loss

 

(78,729

)

(47,235

)

(31,494

)

66.7

 

Net Loss per Common Share — Diluted

 

(4.59

)

(2.78

)

(1.81

)

(65.1

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA NOTE 1

 

(6,854

)

9,366

 

(16,220

)

NM

 

 

·                   Interest expense reflects the higher average outstanding debt balance in 2015 as well as higher average interest rates.

 

·                   Higher foreign currency gain was primarily driven by changes in exchange rates of the Euro and Peso relative to the U.S dollar.

 

·                   The income tax benefit in 2015 was primarily due to a reduction in valuation allowances recorded against deferred tax liabilities created through the 2015 impairments and the bargain purchase gain. Tax expense on a pretax loss for 2014 was primarily due to the recognition of a $44.9 million valuation allowance.

 

·                   Net loss for 2015 was $4.59 per diluted share compared with $2.78 loss per diluted share in 2014.

 

·                   Adjusted EBITDA NOTE 1 (consolidated net income before interest expense, net, income tax (benefit) expense, franchise taxes, depreciation and amortization, impairment expense, bargain purchase gain, foreign currency gain, other expense, net, loss from discontinued operations, net of tax, stock-based compensation, restatement expenses and severance), a non-GAAP measure, decreased primarily due to lower gross profit, partially offset by lower general and administrative expenses and higher depreciation and amortization.

 

Global Power believes that, when used in conjunction with measures prepared in accordance with GAAP, Adjusted EBITDA helps in the understanding of its operating performance.  See Note 1 and the attached tables for additional important disclosures regarding Global Power’s use of Adjusted EBITDA as well as a reconciliation of net loss to Adjusted EBITDA.

 

Liquidity Update

 

At the end of February 2017, the Company had $20.3 million in cash, including $14.3 million of restricted cash.  The Company has solely funded its operations since May 2015 with cash from operations and has reduced debt by using proceeds from the sale of non-core assets.  During 2016 and into early 2017, Global Power reduced its outstanding debt balance from $70.0 million at December 31, 2015 to $29.2 million at the end of February 2017.  The following transactions were closed subsequent to the end of 2015 and contributed to the reduction in the debt balance:

 

·                   In July 2016, TOG Holdings was sold for $4.9 million in net proceeds.

 

4



 

·                   In December 2016, certain U.S. properties were sold for $12.2 million in net proceeds and the facilities were concurrently leased back.

 

·                   In January 2017, Hetsco was sold for $20.2 million in net proceeds.

 

In addition, the Company is in the process of selling its manufacturing facility in Mexico and office facility in the Netherlands.

 

The Company’s existing credit agreement has an extended maturity date of May 15, 2017.   The current amendment also contains new covenants related to the refinancing of its credit facility.  As such, the current primary focus of Global Power’s liquidity plan is the refinancing of its revolving credit facility prior to its maturity on May 15, 2017.  The Company has engaged an investment banking firm to facilitate a process to refinance the revolving credit facility and provide additional debt capacity to fund its ongoing operations.  While the Company currently believes it will be successful in refinancing the revolving credit facility, there is a tight timeframe involved.  As such, there is no assurance that it will be successful in its efforts by May 15, 2017 and a failure to complete the refinancing by such date could have a material adverse effect on Global Power’s business.

 

Operational and Organizational Enhancements

 

Mr. Cryan added, “We believe the results of our exhaustive rework of four years of financial statements, the upgrading of operational and financial talent and the ongoing implementation of improved processes, procedures, internal controls and financial oversight should provide for greater confidence in our financial reporting as we move forward.”

 

Changes Global Power has made in the last two years included:

 

·                   Added five new independent members to the Board of Directors.

 

·                   Appointed new executive management, which included a new chief executive officer, chief financial officer and chief accounting officer.

 

·                   Named new executive leadership for the three major business segments and added a new vice president of internal audit, new business unit controllers, a corporate controller and strengthened accounting and operating functions in the product businesses.

 

·                   Addressing key processes relating to estimating, project management, engineering, scheduling, and load balancing and improved capabilities through personnel changes, technology enhancements and process improvement initiatives.

 

·                   Right-sized operations and eliminated over 1,000 positions.  Within the Electrical Solutions segment, the Chattanooga facility was closed.  Within the Mechanical Solutions segment, manufacturing in Mexico was eliminated and operations in Tulsa and Massachusetts were downsized.  Concurrently, the Mechanical Solutions’ European operations were moved into a larger, leased facility to provide capacity needed to meet growing demand.

 

·                   The Company has substantially improved its on-time delivery and the quality of its product and service offerings to meet and exceed customer expectations.

 

·                   Global Power is identifying opportunities to diversify markets and customers and increasing emphasis on aftermarket sales.

 

5



 

Preliminary 2016 Financial Result Estimates

 

Cautionary Note Regarding Preliminary Estimates

 

All statements in this press release regarding the Company’s preliminary 2016 financial results, including its revenue, Adjusted EBITDA and backlog are forward-looking statements based on the Company’s initial review of its 2016 financial results.

 

Due to emphasis on the prior-period restatements, the Company has not yet completed its typical quarter- and year-end closing and review processes for any 2016 periods.  The completion of such procedures, final adjustments, and other developments arising between the date of this press release and the time that the Company’s 2016 financial results are issued may cause actual results to differ materially from the estimates set forth below.

 

The Company’s independent registered public accounting firm has not audited or reviewed the preliminary 2016 estimates.

 

In addition, the Company previously disclosed that its internal controls over financial reporting were not effective as of December 31, 2015, due to the material weaknesses described in the 2015 10-K, and those material weaknesses have not been remediated as of the date of this press release.  The material weaknesses in the Company’s internal controls significantly increase the risk that the preliminary 2016 information provided herein may need to change.  For additional information about the Company’s internal control over financial reporting, see the 2015 10-K.

 

In light of the foregoing, there is significant risk that actual 2016 financial results may differ materially from the preliminary estimates contained in this press release.  Investors are cautioned not to place undue reliance on the 2016 guidance.  The preliminary information contained in this press release should not be viewed as a substitute for full financial statements prepared in accordance with generally accepted accounting principles and is not necessarily indicative of the results to be achieved for any periods.

 

·                   Preliminary 2016 revenue is currently estimated to have decreased by approximately $170 million primarily due to reduced Services revenue resulting from the non-renewal of a maintenance and modification contract and a construction support project for a nuclear reactor that was substantially completed in 2015.

 

·                   Preliminary 2016 Adjusted EBITDA is currently estimated to be slightly positive, assuming the same types of add-backs and reconciliation items indicated in the attached table for 2015 and 2014.

 

·                   Preliminary backlog at December 31, 2016 is currently estimated to have decreased by approximately $20 million primarily due to continued declines in Mechanical Solutions’ backlog.

 

Mr. Cryan concluded, “We are working to win back customers’ confidence and structuring our products businesses to deliver on time, quality products and services.  Overall, we are focused on basic operational and sales improvements which require attention to detail, good decision-making skills, hard work and perseverance.  While we still have much work to do, we believe we are rebuilding our competitive position in our Mechanical and Electrical Solutions segments.  The macro factors underlying the energy and industrial markets we serve continue to support the expectation that there will be increasing future opportunities.  We believe this landscape will enable us to leverage our improved capabilities in order to grow our business.”

 

Update on 2016 Financial Reporting

 

The Company expects to provide specifics regarding the timing of the filing of its 2016 financial results by the end of April 2017.

 

Webcast and Teleconference

 

As previously announced, Global Power Equipment Group will host a conference call and live webcast on Thursday, March 16, 2017 at 10:00 am CT (11:00 am ET).  A slide presentation that accompanies the discussion on the call will be available on the Company’s website at

 

6



 

www.globalpower.com.  The teleconference can be accessed by dialing 201-493-6781.  Alternatively, the webcast can be monitored at http://ir.globalpower.com/.  A telephonic replay will be available from 1:00 pm CT (2:00 pm ET) on the day of the teleconference until the end of day on March 23, 2017.  To listen to the archived call, dial 412-317-6671 and enter conference ID number13657573.  Alternatively, an archive of the webcast will be available on the Company’s website at http://ir.globalpower.com/.  A transcript of the call will also be posted to the Company’s website, once available.

 

NOTE 1 — Non-GAAP Financial Measures

 

In addition to reporting net income, a U.S. generally accepted accounting principle (“GAAP”) measure, we present Adjusted EBITDA (earnings before interest expense, net, income tax (benefit) expense, depreciation and amortization, and unusual gains or charges), which is a non-GAAP measure.  The Company’s management believes Adjusted EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the performance of its core operations from period to period by removing the impact of the capital structure (interest), tangible and intangible asset base (depreciation, amortization and impairment expense), taxes, and unusual gains or charges (bargain purchase gain, foreign currency gain, other expense, net, loss from discontinued operations, net of tax, restatement expenses and severance), which are not always commensurate with the reporting period in which such items are included.  Adjusted EBITDA is not calculated through the application of GAAP and is not the required form of disclosure by the SEC.  As such, it should not be considered as a substitute for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure.  The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.  See the attached Adjusted EBITDA Reconciliation table on page 13.

 

About Global Power

 

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.  The Company reports in three operating segments:  The Mechanical Solutions segment (formerly Auxiliary Products) designs, engineers and manufactures a comprehensive portfolio of equipment for utility-scale natural gas turbines.  The Electrical Solutions segment provides custom-configured electrical houses and generator enclosures for a variety of industries.  The Services segment provides lifecycle maintenance, repair, on-site specialty support, outage management, construction and fabrication services for the power generation, industrial, chemical/petrochemical processing, and oil and gas industries.

 

The Company provides information at its website: www.globalpower.com.

 

Forward-looking Statement Disclaimer

 

This press release contains “forward-looking statements” within the meaning of the term set forth in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements or expectations regarding the Company’s revenue, consolidated Adjusted EBITDA and backlog estimates for fiscal 2016, the timing and the Company’s ability to file its 2016 quarterly and annual reports, regain SEC reporting compliance, identify new sources of debt financing, and related matters. 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. Additional 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, whether pursuant to the loss of pending or future bids for either new business or an extension of existing business, termination of customer or vendor relationships, cost increases and project cost overruns, unforeseen schedule delays, poor performance by our subcontractors, cancellation of projects, competition for the sale of our products and services, including competitors being awarded business by our customers that had previously been provided by Global Power, 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, loss of customer relationships with critical personnel,

 

7



 

effective integration of acquisitions, volatility of our stock price, deterioration or uncertainty of credit markets, 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, and the factors set forth above under the caption “Cautionary Note Regarding Preliminary Estimates.”

 

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 SEC, including the section of the 2015 10-K titled “Risk Factors.” Any forward-looking statement speaks only as of the date of this press release. 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.

 

Investor Relations Contact:
Deborah K. Pawlowski
Kei Advisors LLC
(716) 843-3908
dpawlowski@keiadvisors.com

 

Financial Tables Follow.

 

8



 

Global Power Equipment Group Inc.

Consolidated Statements of Operations

($ in thousands, except share and per share amounts)

 

 

 

Year Ended December 31,

 

 

 

2015

 

2014

 

 

 

 

 

(as restated)

 

Mechanical Solutions

 

$

122,593

 

$

145,910

 

Electrical Solutions

 

93,057

 

77,280

 

Services

 

373,353

 

315,863

 

Total revenue

 

589,003

 

539,053

 

 

 

 

 

 

 

Mechanical Solutions

 

113,853

 

122,769

 

Electrical Solutions

 

94,042

 

72,297

 

Services

 

328,511

 

270,653

 

Cost of revenue

 

536,406

 

465,719

 

 

 

 

 

 

 

Gross profit

 

52,597

 

73,334

 

Gross margin

 

8.9

%

13.6

%

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Selling and marketing expenses

 

12,130

 

10,045

 

General and administrative expenses

 

55,086

 

58,747

 

Restatement expenses

 

14,385

 

 

Impairment expenses

 

47,755

 

 

Bargain purchase gain

 

(3,168

)

 

Depreciation and amortization expenses(1)

 

8,602

 

8,326

 

Total operating expenses

 

134,790

 

77,118

 

Operating loss

 

(82,193

)

(3,784

)

Operating margin

 

(14.0

)%

(0.7

)%

 

 

 

 

 

 

Interest expense, net

 

4,484

 

1,820

 

Foreign currency gain

 

(1,014

)

(65

)

Other expense, net

 

12

 

34

 

 

 

3,482

 

1,789

 

Loss from continuing operations before income tax

 

(85,675

)

(5,573

)

Income tax (benefit) expense

 

(6,946

)

41,661

 

Loss from continuing operations

 

(78,729

)

(47,234

)

 

 

 

 

 

 

Loss from discontinued operations, net of tax

 

 

(1

)

Net loss

 

$

(78,729

)

$

(47,235

)

 

 

 

 

 

 

Basic earnings per weighted average common share:

 

 

 

 

 

Loss from continuing operations

 

$

(4.59

)

$

(2.78

)

Loss from discontinued operations

 

 

(0.00

)

Net loss per common share - basic

 

$

(4.59

)

$

(2.78

)

Weighted average number of shares of common stock outstanding - basic

 

17,151,810

 

17,005,589

 

 

 

 

 

 

 

Diluted earnings per weighted average common share:

 

 

 

 

 

Loss from continuing operations

 

$

(4.59

)

$

(2.78

)

Loss from discontinued operations

 

 

(0.00

)

Net loss per common share - diluted

 

$

(4.59

)

$

(2.78

)

Weighted average number of shares of common stock outstanding - diluted

 

17,151,810

 

17,005,589

 

 


(1) Excludes depreciation and amortization for the years ended December 31, 2015 and 2014 of $2,470 and $1,609, respectively, included in cost of revenue.

 

9



 

Global Power Equipment Group Inc.

Consolidated Balance Sheets

($ in thousands, except share and per share amounts)

 

 

 

December 31,

 

 

 

2015

 

2014

 

 

 

 

 

(as restated)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

22,239

 

$

8,916

 

Restricted cash

 

321

 

1

 

Accounts receivable, net of allowance of $1,971 and $1,027, respectively

 

93,077

 

115,022

 

Inventories:

 

 

 

 

 

Raw material

 

6,893

 

6,930

 

Finished goods

 

1,204

 

1,194

 

Inventory reserve

 

(1,798

)

(1,186

)

Costs and estimated earnings in excess of billings

 

45,491

 

53,092

 

Other current assets

 

4,608

 

6,703

 

Total current assets

 

172,035

 

190,672

 

Property, plant and equipment, net

 

33,822

 

22,897

 

Goodwill

 

50,319

 

87,913

 

Intangible assets, net

 

44,003

 

59,070

 

Other long-term assets

 

851

 

1,091

 

Total assets

 

$

301,030

 

$

361,643

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

16,861

 

$

14,177

 

Accrued compensation and benefits

 

15,587

 

22,386

 

Billings in excess of costs and estimated earnings

 

10,098

 

11,710

 

Accrued warranties

 

8,050

 

6,487

 

Other current liabilities

 

28,605

 

21,330

 

Total current liabilities

 

79,201

 

76,090

 

Long-term debt

 

70,000

 

45,000

 

Deferred tax liabilities

 

14,982

 

21,697

 

Other long-term liabilities

 

6,080

 

6,038

 

Total liabilities

 

$

170,263

 

$

148,825

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value, 170,000,000 shares authorized and 18,571,411 and 18,395,472 shares issued, respectively, and 17,261,276 and 17,129,119 shares outstanding, respectively

 

186

 

184

 

Paid-in capital

 

74,841

 

71,528

 

Accumulated other comprehensive loss

 

(7,618

)

(2,543

)

Retained earnings

 

63,371

 

143,662

 

Treasury stock, at par (1,310,135 and 1,266,353 common shares, respectively)

 

(13

)

(13

)

Total stockholders’ equity

 

130,767

 

212,818

 

Total liabilities and stockholders’ equity

 

$

301,030

 

$

361,643

 

 

10



 

Global Power Equipment Group Inc.

Consolidated Statements of Cash Flows

($ in thousands)

 

 

 

Year Ended December 31,

 

 

 

2015

 

2014

 

 

 

 

 

(as restated)

 

Operating activities:

 

 

 

 

 

Net loss

 

$

(78,729

)

$

(47,235

)

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Deferred income tax (benefit) provision

 

(8,670

)

39,682

 

Depreciation and amortization on plant, property and equipment and intangible assets

 

11,072

 

9,935

 

Amortization of deferred financing costs

 

253

 

229

 

Impairment expense

 

47,755

 

 

Loss on disposals of equipment

 

19

 

752

 

Bad debt expense

 

865

 

364

 

Gain on bargain purchase

 

(3,168

)

 

Stock-based compensation

 

3,744

 

3,081

 

Changes in operating assets and liabilities, net of businesses acquired and sold:

 

 

 

 

 

Decrease (increase) in accounts receivable

 

20,132

 

(23,764

)

Decrease (increase) in inventories

 

467

 

(1,428

)

Decrease (increase) in costs and estimated earnings in excess of billings

 

8,050

 

(6,331

)

Decrease in other current assets

 

2,600

 

699

 

Increase in other assets

 

(950

)

(608

)

Increase (decrease) in accounts payable

 

2,029

 

(6,864

)

Increase in accrued and other liabilities

 

1,225

 

21,362

 

Increase in accrued warranties

 

1,573

 

2,739

 

Decrease in billings in excess of costs and estimated earnings

 

(1,486

)

(3,181

)

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

6,781

 

(10,568

)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Acquisitions, net of cash acquired

 

(7,629

)

(725

)

Net transfers of restricted cash

 

(321

)

120

 

Proceeds from sale of equipment

 

7

 

171

 

Purchase of property, plant and equipment

 

(7,316

)

(8,087

)

 

 

 

 

 

 

Net cash used in investing activities

 

(15,259

)

(8,521

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation

 

(429

)

(601

)

Debt issuance costs

 

 

8

 

Dividends paid

 

(1,589

)

(6,141

)

Proceeds from long-term debt

 

58,000

 

99,000

 

Payments of long-term debt

 

(33,000

)

(77,000

)

 

 

 

 

 

 

Net cash provided by financing activities

 

22,982

 

15,266

 

Effect of exchange rate changes on cash

 

(1,181

)

(1,200

)

Net change in cash and cash equivalents

 

13,323

 

(5,023

)

Cash and cash equivalents, beginning of year

 

8,916

 

13,939

 

 

 

 

 

 

 

Cash and cash equivalents, end of year

 

$

22,239

 

$

8,916

 

 

11



 

Global Power Equipment Group Inc.

Segment Data

($ in thousands)

 

 

 

Year Ended December 31, 2015

 

 

 

Mechanical
Solutions

 

Electrical
Solutions

 

Services

 

Corporate

 

Consolidated

 

Revenue

 

$

122,593

 

$

93,057

 

$

373,353

 

$

 

$

589,003

 

Gross profit

 

$

8,740

 

$

(985

)

$

44,842

 

$

 

$

52,597

 

Gross margin

 

7.1

%

(1.1

)%

12.0

%

0.0

%

8.9

%

Operating (loss) income

 

$

(32,997

)

$

(27,542

)

$

12,217

 

$

(33,871

)

$

(82,193

)

Operating margin

 

(26.9

)%

(29.6

)%

3.3

%

0.0

%

(14.0

)%

 

 

 

Year Ended December 31, 2014

 

 

 

(as restated)

 

 

 

Mechanical
Solutions

 

Electrical
Solutions

 

Services

 

Corporate

 

Consolidated

 

Revenue

 

$

145,910

 

$

77,280

 

$

315,863

 

$

 

$

539,053

 

Gross profit

 

$

23,141

 

$

4,983

 

$

45,210

 

$

 

$

73,334

 

Gross margin

 

15.9

%

6.4

%

14.3

%

0.0

%

13.6

%

Operating income (loss)

 

$

5,116

 

$

(3,623

)

$

16,080

 

$

(21,357

)

$

(3,784

)

Operating margin

 

3.5

%

(4.7

)%

5.1

%

0.0

%

(0.7

)%

 

Global Power Equipment Group Inc.

Backlog by Segment

($ in thousands)

 

 

 

December 31,

 

 

 

2015

 

2014

 

 

 

 

 

(as restated)

 

Mechanical Solutions

 

62,187

 

89,932

 

Electrical Solutions

 

64,103

 

63,772

 

Services

 

132,671

 

231,534

 

Total

 

$

258,961

 

$

385,238

 

 

12



 

Global Power Equipment Group Inc.

Adjusted EBITDA Reconciliation

($ in thousands)

 

 

 

Year ended December 31,

 

 

 

2015

 

2014

 

 

 

 

 

(as restated)

 

Net loss

 

$

(78,729

)

$

(47,235

)

Add back:

 

 

 

 

 

Interest expense, net

 

4,484

 

1,820

 

Income tax (benefit) expense

 

(6,946

)

41,661

 

Franchise taxes

 

301

 

134

 

Depreciation and amortization

 

11,072

 

9,935

 

Impairment expense

 

47,755

 

 

Bargain purchase gain

 

(3,168

)

 

Foreign currency gain

 

(1,014

)

(65

)

Other expense, net

 

12

 

34

 

Loss from discontinued operations, net of tax

 

 

1

 

Stock-based compensation

 

3,744

 

3,081

 

Restatement expenses

 

14,385

 

 

Severance

 

1,250

 

 

Non-GAAP Adjusted EBITDA

 

$

(6,854

)

$

9,366

 

 

Non-GAAP Financial Measure:

 

Adjusted EBITDA is defined as consolidated net income before interest expense, net, income tax (benefit) expense, franchise taxes, depreciation and amortization, impairment expense, bargain purchase gain, foreign currency gain, other expense, net, loss from discontinued operations, net of tax, stock-based compensation, restatement expenses and severance.  Adjusted EBITDA is not a measure determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP.  Nevertheless, Global Power believes that providing non-GAAP information such as Adjusted EBITDA is important for investors and other readers of Global Power’s financial statements, as they are used as analytical indicators by Global Power’s management to better understand operating performance.  Global Power’s credit facility also contains ratios based on EBITDA.  Because Adjusted EBITDA is a non-GAAP measure and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be directly comparable to other similarly titled measures used by other companies.

 

13



 

Global Power Equipment Group Inc.

Financial Restatement Summary

($ in thousands, except per share amounts)

 

 

 

Year Ended December 31,

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Revenue (as reported)

 

$

589,003

 

$

538,545

 

$

484,218

 

Revenue (as restated)

 

 

539,053

 

465,914

 

Adjustments

 

$

 

$

508

 

$

(18,304

)

 

 

 

 

 

 

 

 

Gross profit (as reported)

 

$

52,597

 

$

90,830

 

$

85,004

 

Gross profit (as restated)

 

 

73,334

 

80,810

 

Adjustments

 

$

 

$

(17,496

)

$

(4,194

)

 

 

 

 

 

 

 

 

Operating (loss) income (as reported)

 

$

(82,193

)

$

16,589

 

$

12,045

 

Operating (loss) income (as restated)

 

 

(3,784

)

7,985

 

Adjustments

 

$

 

$

(20,373

)

$

(4,060

)

 

 

 

 

 

 

 

 

(Loss) income from continuing operations (as reported)

 

$

(78,729

)

$

11,150

 

$

11,506

 

(Loss) income from continuing operations (as restated)

 

 

(47,234

)

9,159

 

Adjustments

 

$

 

$

(58,384

)

$

(2,347

)

 

 

 

 

 

 

 

 

(Loss) income from continuing operations per basic share (as reported)

 

$

(4.59

)

$

0.66

 

$

0.68

 

(Loss) income from continuing operations per basic share (as restated)

 

 

$

(2.78

)

$

0.54

 

Adjustments

 

$

 

$

(3.44

)

$

(0.14

)

 

 

 

 

 

 

 

 

(Loss) income from continuing operations per diluted share (as reported)

 

$

(4.59

)

$

0.65

 

$

0.68

 

(Loss) income from continuing operations per diluted share (as restated)

 

 

$

(2.78

)

$

0.54

 

Adjustments

 

$

 

$

(3.43

)

$

(0.14

)

 

 

 

 

 

 

 

 

Net (loss) income (as reported)

 

$

(78,729

)

$

11,149

 

$

11,785

 

Net (loss) income (as restated)

 

 

(47,235

)

9,438

 

Adjustments

 

$

 

$

(58,384

)

$

(2,347

)

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per basic share (as reported)

 

$

(4.59

)

$

0.66

 

$

0.70

 

Net (loss) income per basic share (as restated)

 

 

$

(2.78

)

$

0.56

 

Adjustments

 

$

 

$

(3.44

)

$

(0.14

)

 

 

 

 

 

 

 

 

Net (loss) income per diluted share (as reported)

 

$

(4.59

)

$

0.65

 

$

0.69

 

Net (loss) income per diluted share (as restated)

 

 

$

(2.78

)

$

0.55

 

Adjustments

 

$

 

$

(3.43

)

$

(0.14

)

 

###

 

14


Exhibit 99.2

 

March 16, 2017 2015 Results with Restated Prior Periods Terence J. Cryan President and CEO Craig E. Holmes Senior Vice President of Finance

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Forward-Looking Statements 1 This presentation contains “forward-looking statements” within the meaning of the term set forth in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements or expectations regarding all 2016 and future expectations regarding among other things, the preliminary estimates for the Company’s 2016 revenue, adjusted EBITDA, backlog, liquidity, customer relationships, the timing and the Company’s ability to prepare and file its 2016 SEC reports, regain SEC reporting compliance, identify new sources of debt financing, and related matters. These statements reflect the Company’s current views of future events and financial performance and are subject to a number of risks and uncertainties. The Company’s actual results, performance or achievements may differ materially from those expressed or implied in the forward-looking statements. For example, even if the Company extends the maturity date of the Credit Agreement beyond May 15th 2017, it may not be able to access additional borrowing or generate sufficient cash from operations to fund its ongoing business, which could have a material adverse effect on the Company’s business and future prospects. Additional 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 or bankruptcy of any of the Company’s major customers, whether pursuant to the loss of pending or future bids for either new business or an extension of existing business, termination of customer or vendor relationships, contraction of the Company’s trade terms with vendors, delay by customers in the payment of accounts receivable, cost increases and project cost overruns, unforeseen schedule delays, poor performance by the Company’s subcontractors, cancellation of projects, competition for the sale of our products and services, including competitors being awarded business by our customers that had previously been provided by Global Power, shortages in, or increases in prices for, energy and materials such as steel that the Company uses 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, loss of customer relationships with critical personnel, effective integration of acquisitions, volatility of our stock price, deterioration or uncertainty of credit markets, 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, and the factors set forth herein under the caption “Cautionary Note Regarding Preliminary Estimates.” 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 SEC, including the sections of the 2015 10-K titled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition“, “Results of Operation – Liquidity and Capital Resources” and “Commitments and Contingencies” footnote. Any forward-looking statement speaks only as of the date of this presentation. Except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and investors are cautioned not to rely upon them unduly.

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Forward-Looking Statements 2 Cautionary Note Regarding Preliminary Estimates All statements in this presentation regarding the Company’s preliminary 2016 financial results, including its revenue, Adjusted EBITDA and backlog are forward-looking statements based on the Company’s initial review of its 2016 financial results. Due to emphasis on the prior-period restatements, the Company has not yet completed its typical quarter- and year-end closing and review processes for any 2016 periods. The completion of such procedures, final adjustments, and other developments arising between the date of this presentation and the time that the Company’s 2016 financial results are issued may cause actual results to differ materially from the estimates set forth above. The Company’s independent registered public accounting firm has not audited or reviewed the preliminary 2016 estimates. In addition, the Company previously disclosed that its internal controls over financial reporting were not effective as of December 31, 2015, due to the material weaknesses described in the 2015 10-K, and those material weaknesses have not been remediated as of the date of this presentation. The material weaknesses in the Company’s internal controls significantly increase the risk that the preliminary 2016 information provided herein may need to change. For additional information about the Company’s internal control over financial reporting, see the 2015 10-K. In light of the foregoing, there is significant risk that actual 2016 financial results may differ materially from the preliminary estimates contained in this presentation. Investors are cautioned not to place undue reliance on the foregoing guidance. The preliminary information contained in this presentation should not be viewed as a substitute for full financial statements prepared in accordance with generally accepted accounting principles and is not necessarily indicative of the results to be achieved for any periods.

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Restatement Process Overview 3 Conversion to percentage-of-completion accounting in Mechanical Solutions segment and revenue adjusted for contractual liquidated damages Virtually all revenue and COGS transactions over past 4 years were recalculated and restated Completed contract revenue recognition errors corrected in Electrical Solutions segment Job cost capitalization, estimation and expensing errors corrected Warranty reserves corrected for proper accounting interpretations Goodwill adjusted for incorrect treatment related to a 2011 divestiture Other various adjustments, including recalculation of interest expense with a higher rate based on restated results and applicable tiers Timeline Adjustments Date Event May 2015 Announced previously reported financials for 2014 to be restated October 2015 Announced 2013 also required restatement January 2016 Special Committee finds no evidence of fraud or intentional misconduct in connection with the preparation of the financial information; 2012 and prior period financial statements not to be relied upon March 2016 Delayed reporting triggers NYSE delisting; new auditors retained February 2017 Determination to report as three business segments 2015 - Present Obtained temporary waivers from lenders

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Operational Enhancements 4 Added five new independent directors to Board Appointed new executive leadership New business unit leaders Focus on customer service, accountability, responsiveness, productivity and profitability Upgraded financial talent Implementing improved reporting structure, financial policies, procedures, internal controls and training Restructuring operations Eliminated over 1,000 positions during 2016; approximately 1,600 personnel employed at the end of 2016 Sold non-core assets Closed certain facilities – streamlined operations or outsourced Vacated under-utilized leased space in Oxford, MA Consolidated under-utilized warehouse and office space at Tulsa, OK operations Ceased manufacturing operations at Mexico facility Ceased manufacturing operations in Chattanooga Changes Accomplished

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Progress in Commercial Markets 5 Working to win back customers Progress with OEM relationships within Mechanical Solutions Improved relations with key Electrical Solutions customers Focused on basic operational and sales improvement Weekly project reviews: identify issues early with time to repair Clear understanding of costs resulting in improved estimating and gross margins Reorganized to improve competitive position Leverage success of Braden Europe with key OEM customers Build out aftermarket effort in Mechanical Solutions to reduce customer concentration and gain exposure to large, legacy installed base of Braden Reestablishing customer relationships and gaining new customers Mechanical Solutions has 9 to 12 month order-to-delivery cycle: Backlog growth will take time Have begun to win some orders for higher value products in U.S. Continue to provide excellent customer service and serve leading OEMs in Europe Macro factors underlying the energy and industrial markets we serve continue to support expectation of increasing future opportunities Natural gas positioned to be fuel of choice Increased infrastructure spending in key end markets should enable us to leverage improved capabilities and grow our business

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Strategy 6 Continue to leverage strong brands Diversify customer base Enhance sales execution and customer retention processes Increase margins through application of lean manufacturing processes and continuous improvement Streamline and consolidate operations Utilize state-of-the-art estimating and engineering technologies Deploy rigorous project management techniques Initiate various process improvement projects Employ experienced industry-recognized sales professionals Improve quality and on-time delivery Streamline selling and administrative functions Retain and augment talent Become an employer of choice Operational Excellence and Customer-centric Focus

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($ in millions) 7 2015 vs 2014 Financial Summary Mechanical Solutions Low order volume from two major OEM customers Unfavorable FX move of $5.4 million $3.9 million in contractual liquidated damages, up $2.7 million Electrical Solutions Augmented by $13.4 million of acquired revenue of eHouse Greater throughput capacity supported growth Services $74.4 million related to new-build nuclear site and other non-recurring projects Non-renewal of a maintenance and modification contract had negative $19.0 million impact

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($ in millions) 8 2015 vs 2014 Financial Summary Mechanical Solutions 2015 disruption from move to matrix structure 8.8% margin decline from operational inefficiencies and aggressive pricing $3.8 million loss contract accruals $0.5 million increased warranty expense Electrical Solutions 2015 disruption from move to matrix structure $1.7 million loss on certain generator enclosure sales $1.4 million loss contracts accruals $2.8 million increased warranty expense Services 2.3% margin contraction from project mix $7.3 million in gross profit from new build nuclear work, special projects and an incremental outage Lost MMC contract in second half of 2015 and project losses had $7.9 million negative impact 13.6%

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($ in millions) 9 2015 vs 2014 Financial Summary Operating expenses excluding unusual items declined $1.3 million from $77.1 million in 2014 Selling and marketing up $2.1 million due to increased business development and higher bad debt expense General and administrative costs declined $3.7 million on lower incentive compensation Impairment related charges by segment: Mechanical Solutions: $24.5 million Electrical Solutions: $19.1 million Services: $4.2 million *Excludes restatement expenses of $14.4 million, impairment expense of $47.8 million and a $3.2 million bargain purchase gain

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($ in millions) 10 2015 vs 2014 Financial Summary Higher outstanding debt and higher rates reflected in interest expense 2015 FX gain driven by Euro and Peso 2014 tax expense includes $44.9 million full valuation allowance against deferred tax assets 2015 tax benefit includes a reduction in valuation allowances related to impairments and bargain purchase gain

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($ in thousands) 11 2015 vs 2014 EBITDA Reconciliation 2015 2014 (as restated) Net loss $ (78,729) $ (47,235) Add back: Interest expense, net 4,484 1,820 Income tax (benefit) expense (6,946) 41,661 Franchise taxes 301 134 Depreciation and amortization 11,072 9,935 Impairment expense 47,755 - Bargain purchase gain (3,168) - Foreign currency gain (1,014) (65) Other expense, net 12 34 Loss from discontinued operations, net of tax - 1 Stock-based compensation 3,744 3,081 Restatement expenses 14,385 - Severance 1,250 - Non-GAAP Adjusted EBITDA (6,854) $ 9,366 $ Non-GAAP Financial Measure: Year ended December 31, Adjusted EBITDA is defined as consolidated net income before interest expense, net, income tax (benefit) expense, franchise taxes, depreciation and amortization, impairment expense, bargain purchase gain, foreign currency gain, other expense, net, loss from discontinued operations, net of tax, stock-based compensation, restatement expenses and severance. Adjusted EBITDA is not a measure determined in accordance with generally accepted accounting principles in the United States, commonly known as GAAP. Nevertheless, Global Power believes that providing non-GAAP information such as Adjusted EBITDA is important for investors and other readers of Global Power's financial statements, as they are used as analytical indicators by Global Power's management to better understand operating performance. Global Power’s credit facility also contains ratios based on EBITDA. Because Adjusted EBITDA is a non-GAAP measure and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be directly comparable to other similarly titled measures used by other companies.

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Liquidity Status 12 Liquidity Current Status: Outstanding debt balance reduced from $70.0 million in December 2015 to $29.2 million at end of February 2017 At the end of February 2017, cash totaled $20.3 million, including $14.3 million of restricted cash Liquidity Activities: Divested TOG Holdings in July 2016 for $4.8 million in net proceeds Divested Hetsco in January 2017 for $20.6 million in net proceeds Executed sale/leaseback of Franklin, IN, Auburn, MA and Houston, TX facilities for $12.2 million in net proceeds in December 2016 In process of selling manufacturing facility in Mexico and an office facility in the Netherlands Lending Agreement: Credit Agreement maturity extended to May 15, 2017 with new covenants Weekly cash forecast Required cash collateral for all letters of credit Required milestones related to current refinancing initiative Required completion of refinancing by May 15, 2017 Retained investment bank for a new credit facility Initiated refinancing process in February 2017 when restated prior year financials became available

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Liquidity Status 13 Risks: The Company believes its refinancing efforts will be successful; however, the timeframe is tight. As such, there is no assurance that it will be successful in its efforts. A default under the current agreement would allow lenders to exercise their rights to collect then-outstanding amounts which may include foreclosure on substantially all of the Company’s assets. This action could have a material adverse effect on the business. Please refer to the Company’s 2015 10-K for additional risks and discussions relative to the Company’s liquidity status

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Preliminary 2016 Estimates 14 Preliminary 2016 revenue currently estimated to decline approximately $170 million Loss of MMC contract and new nuclear build project substantially completed in 2015 (Services) Preliminary 2016 adjusted EBITDA currently estimated to be slightly positive Assuming the same types of add-backs and reconciling items included in the table for 2015 and 2014 End-of-year backlog down approximately $20 million primarily due to continued declines in Mechanical Solutions backlog 2016 10-K filing date: expect to provide update on timing of the filing in late April 2017 NOTE: Please refer to the slides titled and “Forward-Looking Statements” and the “Cautionary Note Regarding Preliminary Estimates” at the front of this presentation for important factors that could cause actual results to differ from these preliminary estimates provided below.

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Supplemental Information 15

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Restatement Results Overview 16 Restated vs. Reported Results 2015 2014 2013 Revenue (as reported) 589,003 $ 538,545 $ 484,218 $ Revenue (as restated) - 539,053 465,914 Adjustments - $ 508 $ (18,304) $ Gross profit (as reported) 52,597 $ 90,830 $ 85,004 $ Gross profit (as restated) - 73,334 80,810 Adjustments - $ (17,496) $ (4,194) $ Operating (loss) income (as reported) (82,193) $ 16,589 $ 12,045 $ Operating (loss) income (as restated) - (3,784) 7,985 Adjustments - $ (20,373) $ (4,060) $ (Loss) income from continuing operations (as reported) (78,729) $ 11,150 $ 11,506 $ (Loss) income from continuing operations (as restated) - (47,234) 9,159 Adjustments - $ (58,384) $ (2,347) $ (Loss) income from continuing operations per basic share (as reported) (4.59) $ 0.66 $ 0.68 $ (Loss) income from continuing operations per basic share (as restated) - (2.78) 0.54 Adjustments - $ (3.44) $ (0.14) $ (Loss) income from continuing operations per diluted share (as reported) (4.59) $ 0.65 $ 0.68 $ (Loss) income from continuing operations per diluted share (as restated) - (2.78) 0.54 Adjustments - $ (3.43) $ (0.14) $ Net (loss) income (as reported) (78,729) $ 11,149 $ 11,785 $ Net (loss) income (as restated) - (47,235) 9,438 Adjustments - $ (58,384) $ (2,347) $ Net (loss) income per basic share (as reported) (4.59) $ 0.66 $ 0.70 $ Net (loss) income per basic share (as restated) - (2.78) 0.56 Adjustments - $ (3.44) $ (0.14) $ Net (loss) income per diluted share (as reported) (4.59) $ 0.65 $ 0.69 $ Net (loss) income per diluted share (as restated) - (2.78) 0.55 Adjustments - $ (3.43) $ (0.14) $ Year Ended December 31,

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