-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O5B6H0cbr0/EWoqEHk+z09Q2TJfj2uQdFnVV/SEBR3DbovnktHSnuhmW+U6cIOIh rqsnAza8088bmaolMZ02yw== 0000070415-04-000022.txt : 20040816 0000070415-04-000022.hdr.sgml : 20040816 20040816121754 ACCESSION NUMBER: 0000070415-04-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040630 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GP STRATEGIES CORP CENTRAL INDEX KEY: 0000070415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 131926739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07234 FILM NUMBER: 04977170 BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVENUE STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 914-249-9700 MAIL ADDRESS: STREET 1: 777 WESTCHESTER AVENUE STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10604 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL PATENT DEVELOPMENT CORP DATE OF NAME CHANGE: 19920703 8-K 1 gp8k.txt GP STRATEGIES FORM 8-K 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): June 30, 2004 GP Strategies Corporation (Exact name of registrant as specified in its charter) Delaware 1-7234 13-1926739 - --------------------------------- --------------- ---------------- (State or other Jurisdiction (Commission (I.R.S. Employer of Incorporation File Number) Identification No.) 777 Westchester Avenue, White Plains, NY 10604 - ---------------------------------------- --------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (914) 249-9700 N/A ------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 12. Results of Operations and Financial Condition. - ------- On August 13, 2004, the Company announced its results for the second quarter ended June 30, 2004. The earnings release is attached hereto as an exhibit to the 8-K. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (c) Exhibits 99.1 Earnings release dated August 13, 2004 for the second quarter ended June 30, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GP Strategies Corporation Date: August 16, 2004 BY Scott N. Greenberg President EX-99 2 ex99.txt PRESS RELEASE 2ND QUARTER 2004 Exhibit 99. FOR IMMEDIATE RELEASE Contact: Jerome I. Feldman Scott N. Greenberg Chairman & CEO President & CFO (914) 249-9750 (914) 249-9729 GP Strategies Reports SECOND QUARTER INCOME Revenue for GP Strategies' ongoing core business, General Physics increases to $39.5 million for the Quarter ended June 30, 2004 as compared to $34.0 million for the Quarter Ended June 30, 2003 or an increase of 16%. New York, August 13, 2004 - GP Strategies Corporation (NYSE: GPX), a global provider of training, e-Learning solutions, management consulting, engineering and simulation services, today announced results for the quarter and six months ended June 30, 2004. General Physics' net sales increased by $5.5 million in the second quarter of 2004 to $39.5 million, as compared to net sales for the second quarter of 2003 of $34.0 million, an increase of approximately 16%. For the quarter ended June 30, 2004, net sales increased by $40.7 million to $76.7 million, as compared to net sales of $36.0 million for the quarter ended June 30, 2003. This increase is primarily attributable to the $5.5 million net sales increase at General Physics and due to the consolidation of $34.9 million of net sales of Five Star and GSE as a result of the Company's increased ownership in October 2003 of the outstanding common stock of Five Star and GSE. Prior to October 2003, the Company accounted for its investments in Five Star and GSE using the equity method. For the quarter ended June 30, 2004, income before income tax expense and minority interest was $1.1 million as compared to a loss of $2.2 million for the quarter ended June 30, 2003. The improvement was primarily due to increased profitability at General Physics, reduced corporate expenses, due to an executive compensation bonus of $1 million in the quarter ended June 30, 2003 and increased pre-tax income, as a result of the consolidation of Five Star and GSE. Diluted net income (loss) per common share was $0.02 for the quarter ended June 30, 2004 as compared with $(0.17) for the quarter ended June 30, 2003. Page 2 For the six months ended June 30, 2004, net sales increased by $76.4 million to $148.5 million, as compared to net sales of $72.1 million for the six months ended June 30, 2003. This increase in net sales is primarily attributable to the increase of revenue at General Physics, and to the consolidation of the results of operations of Five Star Products Inc. and GSE Systems, Inc. Net sales of Five Star and GSE Systems for the six months ended June 30, 2004, aggregated $69.5 million. General Physics' net sales increased by $6.7 million for the six months ended June 30, 2004 to $74.6 million, as compared to net sales of $67.9 million for the first six months of 2003 or an increase of approximately 10%. For the six months ended June 30, 2004, income before income tax expense and minority interest was $1.9 million as compared to a loss of $3.2 million for the six months ended June 30, 2003. The improvement was primarily due to increased profitability at General Physics, reduced corporate expenses due to an executive compensation bonus of $1 million in the quarter ended June 30, 2003 and increased pre-tax income, as a result of the consolidation of Five Star and GSE. Diluted net income (loss) per common share was $0.02 for the six month ended June 30, 2004 as compared with $(0.21) for the six months ended June 30, 2003. As previously announced, the Company plans to spin-off certain non-core assets to National Patent Development Corporation. Following the proposed spin-off the Company's results will include only the results of General Physics and GSE Systems. The Company has scheduled an investor conference call for 10:00 A.M. EDT on August 13. The dial-in number for the live conference call will be 800-862-9098 (785-424-1051 outside the United States) and the Conference ID is GP. A telephone replay of the call will also be available beginning at 1:00 p.m. on August 13. To listen to the replay, dial 800-934-4245 (402-220-1173 outside the United States). A question and answer session will be held at the conclusion of the presentation. Participants can email questions at any time during the presentation to gpcall@gpworldwide.com. About GP Strategies Corporation GP Strategies, whose principal operating subsidiaries are General Physics, and GSE Systems, is a NYSE listed company (GPX). General Physics and GSE Systems are global providers of training, e-Learning solutions, management consulting, engineering and simulation services, improving the effectiveness of organizations by customizing solutions to meet the specific needs of clients. Clients include Fortune 500 companies, manufacturing, process and energy industries, and other commercial and government customers. Additional information about GP Strategies may be found at www.gpstrategies.com and about General Physics at www.gpworldwide.com. Page 3 The forward-looking statements contained herein reflect GP Strategies' management's current views with respect to future events and financial performance. We use words such as "expects", "intends" and "anticipates" to indicate forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of GP Strategies, including, but not limited to, our inability to generate funds by selling any assets that are included in the proposed spin-off, failure to continue to attract and retain personnel, loss of business from significant customers, failure to keep pace with technology, changing economic conditions, competition, and those other risks and uncertainties detailed in GP Strategies' periodic reports and registration statements filed with the Securities and Exchange Commission. If any one or more of these expectations and assumptions proves incorrect, actual results will likely differ materially from those contemplated by the forward-looking statements. Even if all of the foregoing assumptions and expectations prove correct, actual results may still differ materially from those expressed in the forward-looking statements as a result of factors we may not anticipate or that may be beyond our control. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. We do not undertake to update any forward-looking statements made by us. TABLES FOLLOW Page 4 The following tables summarize the net sales and results of operations of GP Strategies Corporation for the quarters and six months ended June 30, 2004 and 2003 (Unaudited - in thousands):
Quarter Ended Six Months Ended June 30, June 30 ----------------------------- ------------------------------- -------------- -------------- -------------- ---------------- 2004(1) 2003 2004 (1) 2003 ------- ---- -------- ---- General Physics $39,477 $33,986 $74,637 $67,857 GSE Systems 7,597 - 15,157 - Home Improvement Distribution (2) (3) 27,302 - 54,293 - Optical Plastics (3) 2,302 2,052 4,432 4,268 --------- --------- ---------- --------- Net sales $76,678 $36,038 $148,519 $72,125 ======= ======= ======== ======= Net sales $76,678 $ 36,038 $148,519 $72,125 Cost of sales 64,972 31,725 126,347 63,984 -------- --------- --------- -------- Gross margin 11,706 4,313 22,172 8,141 Selling, general & administrative expenses (9,829) (6,581) (19,059) (11,004) --------- --------- ---------- -------- Operating income (loss) 1,877 (2,268) 3,113 (2,863) Interest expense (850) (592) (1,752) (1,188) Investment and other income 39 502 122 662 Gains on marketable securities, net 80 138 381 212 ----------- ---------- ------------ ---------- Income (loss) before income taxes and minority interest 1,146 (2,220) 1,864 (3,177) Income tax expense (536) (646) (978) (392) --------- ---------- ------------- ---------- Income (loss) before minority interests 610 (2,866) 886 (3,569) Minority interests (216) - (361) - --------- ------------- ------------- ---------- Net income (loss) $ 394 $(2,866) $ 525 $(3,569) ========= ========= =========== ========= Net income (loss) per weighted average common share Basic and diluted $ 0.02 $ (0.17) $ 0.03 $ (0.21) ========== =========- ============ ==========- (1) Net sales and results of operations for the quarter and six months ended June 30, 2004 includes the consolidation of Five Star and GSE Systems as a result of the Company's increased ownership of the outstanding common stock of Five Star and GSE Systems in October 2003. Net sales of Five Star and GSE Systems for the quarter and six months ended June 30, 2004 aggregated $34.9 million and $69.5 million, respectively. (2) Net sales of Five Star. (3) Home Improvement Distribution and Optical Plastics are non-core businesses that will be spun-off to National Patent Development Corporation effective August 13, 2004. # # # #
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