-----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, PBgGpDI/L/p1LAKPfy1BExrN4mUM6Vwn++aK85ua05C38QHhaebApCpgjZ21fmar yHSdFf0uFSvJsBw313LskQ== 0000070415-04-000032.txt : 20041112 0000070415-04-000032.hdr.sgml : 20041111 20041112113610 ACCESSION NUMBER: 0000070415-04-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041112 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 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: 041136806 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 8-K RE THIRD QUARTER EARNINGS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) November 12, 2004 ----------------- GP Strategies Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-7234 13-1926739 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 777 Westchester Avenue, White Plains, NY 10604 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (914) 249-9700 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On November 12, 2004, the Company announced its results for the third quarter ended September 30, 2004. The earnings release is attached hereto as an exhibit to the 8-K. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Earnings release dated November 12, 2004 for the third quarter ended September 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: November 12, 2004 Andrea D. Kantor Vice President and General Counsel EXHIBIT INDEX Exhibit No. Description 99.1 Press release of GP Strategies Corporation dated November 12, 2004 announcing its results for the third quarter ended September 30, 2004. EX-99 2 ex99.txt PRESS RELEASE 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 THIRD QUARTER INCOME Revenue for GP Strategies' ongoing core business, General Physics increases to $44.2 million for the Quarter ended September 30, 2004 as compared to $33.3 million for the Quarter Ended September 30, 2003, an increase of 37% General Physics' income before interest and income tax increases to $3.0 million for the Quarter Ended September 30, 2004 as compared to $2.2 for the Quarter ended June 30, 2004 New York, November 12, 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 nine months ended September 30, 2004. General Physics' net sales increased by $11.9 million in the third quarter of 2004 to $44.2 million, as compared to net sales for the third quarter of 2003 of $32.3 million, an increase of approximately 37%. The Company recognized approximately $2 million in revenue in the third quarter of 2004 as a result of the Company's post disaster relief services in the aftermath of the hurricanes in Florida. For the quarter ended September 30, 2004, net sales at GP Strategies increased by $46.1 million to $80.3 million, as compared to net sales of $34.2 million for the quarter ended September 30, 2003. This increase is primarily attributable to the $11.9 million net sales increase at General Physics and due to the consolidation of $34.0 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 September 30, 2004, income before income tax expense and minority interest was $.9 million as compared to a loss of $2.6 million for the quarter ended September 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 September 30, 2003 and a $.5 million loss due to a write down of an investment in the quarter ended September 30, Page 2 2003. Diluted net income (loss) per common share was $0.02 for the quarter ended September 30, 2004 as compared with $(0.16) for the quarter ended September 30, 2003. For the nine months ended September 30, 2004, net sales increased by $122.4 million to $228.8 million, as compared to net sales of $106.4 million for the nine months ended September 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 and GSE. Net sales of Five Star and GSE for the nine months ended September 30, 2004, aggregated $103.5 million. General Physics' net sales increased by $18.6 million for the nine months ended September 30, 2004 to $118.8 million, as compared to net sales of $100.2 million for the first nine months of 2003 or an increase of approximately 18.6%. For the nine months ended September 30, 2004, income before income tax expense and minority interest was $2.8 million as compared to a loss of $5.8 million for the nine months ended September 30, 2003. The improvement was primarily due to increased profitability at General Physics; reduced corporate expenses due to executive compensation bonuses of $2 million in the nine months ended September 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 $0.05 for the nine month ended September 30, 2004 as compared with $(0.38) for the nine months ended September 30, 2003. As previously announced, the Company will spin-off certain non-core assets to National Patent Development Corporation. Following the spin-off on November 24, 2004 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 November 12. The dial-in number for the live conference call will be 800-894-5910 (785-424-1052 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 November 12. To listen to the replay, dial 888-566-0193 (402-351-0791 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 nine months ended September 30, 2004 and 2003 (Unaudited - in thousands):
Quarter Ended Nine Months Ended September 30, September 30, ----------------------------- ------------------------------- -------------- -------------- -------------- ---------------- 2004(1) 2003 2004 (1) 2003 ------- ---- -------- ---- General Physics $44,178 $32,313 $118,814 $100,170 GSE Systems 7,340 - 22,498 - Home Improvement Distribution (2) (3) 26,678 - 80,971 - Optical Plastics (3) 2,061 1,914 6,493 6,182 --------- --------- ----------- --------- Net sales $80,257 $34,227 $228,776 $106,352 ======= ======= ======== ======== Net sales $80,257 $ 34,227 $228,776 $106,352 Cost of sales 68,313 29,614 194,660 93,598 -------- -------- -------- ------- Gross margin 11,944 4,613 34,116 12,754 Selling, general & administrative expenses (10,409) (6,562) (29,468) (17,566) ---------- --------- ---------- ------- Operating income (loss) 1,535 (1,949) 4,648 (4,812) Interest expense (797) (1,471) (2,550) (2,659) Investment and other income 167 (562) 290 100 Valuation adjustment of liability for warrants 1,162 1,162 Gains on marketable securities, net 186 381 398 ------- --------- ---------- -------- Income (loss) before income taxes and minority interest 905 (2,634) 2,769 (5,811) Income tax expense (489) (213) (1,467) (605) --------- --------- ------------ -------- Income (loss) before minority interests 416 (2,847) 1,302 (6,416) Minority interests 13 - (349) - -------- ------------ ---------- ----------- Net income (loss) $ 429 $(2,847) $ 953 $ (6,416) ========= =======- ========= ========= Net income (loss) per weighted average common share Basic and diluted $ 0.02 $ (0.16) $ 0.05 $ (0.38) ========== ========- ========= ========-
1) Net sales and results of operations for the quarter and nine months ended September 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 nine months ended September 30, 2004 aggregated $34.0 million and $103.5 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 November 10, 2004. # # # # -----END PRIVACY-ENHANCED MESSAGE-----