-----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, HBlsARFJ9ZS3b8ku9F/FXAB2VERY4ryuWP27dTKOM09oizmZI3UBO2zMLFidX1HG VlMZqsRDL1vyf8kvRyRj0g== 0000950123-05-006016.txt : 20050510 0000950123-05-006016.hdr.sgml : 20050510 20050510153456 ACCESSION NUMBER: 0000950123-05-006016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050510 DATE AS OF CHANGE: 20050510 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: 05816357 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 y08965e8vk.txt FORM 8-K 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) May 10, 2005 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 40.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On May 10, 2005, the Company announced its results for the first quarter ended March 31, 2005. The press release is attached hereto as an exhibit to the 8-K. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated May 10, 2005, for the first quarter ended March 31, 2005. 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: May 10, 2005 By: /s/ Andrea D. Kantor -------------------------------------------- Andrea D. Kantor Executive Vice President and General Counsel 2 Page No. 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release of GP Strategies Corporation dated May 10, 2005 announcing its results for the first quarter ended March 31, 2005. EX-99.1 2 y08965exv99w1.txt PRESS RELEASE Exhibit 99.1 (GP STRATEGIES LOGO) FOR IMMEDIATE RELEASE Contact: Scott N. Greenberg Chief Executive Officer (410)379-3640 GP STRATEGIES REPORTS FIRST QUARTER RESULTS QUARTER HIGHLIGHTS: - Quarterly Operating Income for General Physics core business up 97% versus prior year period - Quarterly Revenue for General Physics core business up 24% versus prior year period NEW YORK, MAY 10, 2005 - GP STRATEGIES CORPORATION (NYSE: GPX), a global provider of training, e-Learning solutions, management consulting, engineering and simulation services, today announced results for the first quarter ended March 31, 2005. GP Strategies' operations consist of General Physics Corporation ("General Physics"), a wholly-owned subsidiary and GSE Systems, Inc. ("GSE"), a majority-owned subsidiary. As previously announced, GP Strategies completed the spin-off of National Patent Development Corporation ("NPDC") on November 24, 2004. Subsequent to the spin-off, GP Strategies ceased to have any ownership interest in NPDC, and the operations of NPDC, which include Five Star Products, Inc and MXL Industries, Inc., have been reclassified to discontinued operations for the quarter ended March 31, 2004. In the first quarter of 2005, revenue at GP Strategies increased by $7.2 million to $49.9 million, as compared to revenue of $42.7 million in the first quarter of 2004. This increase is primarily attributable to higher revenue at General Physics, partially offset by a decline in revenue at GSE Systems. In the first quarter of 2005, General Physics' revenue increased by $8.4 million or 24% to $43.7 million, as compared to revenue of $35.3 million in the first quarter of 2004. General Physics' revenue for the fourth quarter ended December 31, 2004 was approximately $42.8 million excluding approximately $3.0 million of revenue generated from disaster relief services in the aftermath of the Florida hurricanes. For the quarter ended March 31, 2005, income from continuing operations was $0.5 million as compared to breakeven for the quarter ended March 31, 2004. The improvement was primarily due to increased profitability at General Physics and reduced corporate expenses offset by losses incurred at GSE Systems. Diluted income from continuing operations per common share was $0.02 for the quarter ended March 31, 2005 as compared to ($0.00) for the quarter ended March 31, 2004. Operating profit before the loss of GSE Systems increased from approximately $0.6 million to approximately $2.2 million or an increase of $1.6 million. "We continue to deliver solid performance in General Physics," said Scott N. Greenberg, CEO of GP Strategies. "Our first quarter results show progress in adding and expanding customer relationships while maintaining a clear focus on our core business." Page No. 2 The Company is actively considering alternatives with respect to its investment in GSE Systems. The Company has scheduled an investor conference call for 10:00 a.m. ET on May 10, 2005. In addition to prepared remarks from management, there will be a question and answer session on the call. The dial-in number for the live conference call will be 888-412-9257. A telephone replay of the call will also be available beginning at 1:00 p.m. on May 10, until 11:59 p.m. on May 17. To listen to the replay, dial 800-642-1687 or 706-645-9291, using conference ID number 6169456. ABOUT GP STRATEGIES CORPORATION GP Strategies, whose operating subsidiaries are General Physics, and GSE, is a NYSE listed company (GPX). General Physics and GSE 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. 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 were included in the recently completed NPDC spin-off, the ability of GSE to secure additional financing, our holding company structure, failure to continue to attract and retain personnel, loss of business from significant customers, failure to keep pace with technology, changing economic conditions, competition, our ability to implement procedures that will reduce the likelihood that material weaknesses in our internal controls will occur in the future, 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 No. 3 The following table summarizes the revenue of GP Strategies Corporation, by reporting segment, and the consolidated results of their operations for the quarters ended March 31, 2005 and 2004. As previously announced, GP Strategies Corporation ("the Company" or "GP Strategies") completed the spin-off of National Patent Development Corporation ("NPDC") on November 24, 2004. Subsequent to the spin - off, the Company's operations consist of General Physics Corporation ("General Physics") and GSE Systems, Inc. ("GSE") a majority-owned subsidiary and the Company ceased to have ownership interest in NPDC. The operations of NPDC, which included Five Star Products, Inc and MXL Industries, Inc., have been reclassified to discontinued operations for the quarter ended March 31, 2004.
(Unaudited - in thousands): Quarters ended March 31, ------------------------- 2005 2004 --------- --------- REVENUE: General Physics $ 43,727 $ 35,309 GSE 6,126 7,411 -------- -------- $ 49,853 $ 42,720 ======== ======== OPERATING PROFIT: General Physics $ 2,976 $ 1,507 Public Company and other general expenses (414) (1,035) Litigation expense (200) -- Deferred compensation plan (191) 167 -------- -------- Operating profit before GSE 2,171 639 GSE (1,043) 172 -------- -------- Total Operating Profit 1,128 811 ======== ======== Interest expense (380) (633) Other income 194 138 -------- -------- Income from continuing operations before income taxes and minority interest 942 316 Income tax expense(1) (851) (273) -------- -------- Income before minority interest 91 43 Minority interest 377 (27) -------- -------- Income from continuing operations 468 16 Income from discontinued operations, net of income tax expense -- 115 -------- -------- Net income $ 468 $ 131 ======== ======== Per common share data: Basic Income from continuing operations $ .03 $ .00 Income from discontinued operations -- .01 Net income $ .03 $ .01 Diluted Income from continuing operations $ .02 $ .00 Income from discontinued operations -- .01 Net income $ .02 $ .01
- ------------------- (1) GSE is not consolidated for federal tax purposes, so the Company derives no tax benefit from their first quarter 2005 loss. Page No. 4 The following table summarizes the condensed consolidated balance sheet data of GP Strategies Corporation, as of March 31, 2005 and December 31, 2004. (Unaudited - in thousands):
MARCH 31, December 31 2005 2004 --------- ----------- Current assets: Cash and cash equivalents $ 5,489 $ 2,417 Cash held in escrow from arbitration -- 13,798 Accounts and other receivables 25,846 31,114 Costs and estimated earnings in excess of billings on uncompleted contracts 19,023 16,834 Prepaid expenses and other current assets 7,276 5,828 -------- -------- Total current assets 57,634 69,991 Property, plant and equipment, net 2,744 2,673 Goodwill and other intangibles 63,286 63,404 Other assets 19,758 19,967 -------- -------- Total assets $143,422 $156,035 ======== ======== Current liabilities: Current maturities of long-term debt $ 94 $ 100 Short-term borrowings 700 6,068 Accounts payable and accrued expenses 26,178 33,219 Billings in excess of costs and estimated earnings on uncompleted contracts 8,754 10,003 -------- -------- Total current liabilities 35,726 49,390 Long-term debt less current maturities 11,029 10,951 Other non-current liabilities 1,727 1,739 -------- -------- Total liabilities 48,482 62,080 Minority interest 1,958 2,335 Total stockholders equity 92,982 91,620 -------- -------- Total liabilities and stockholders' equity $143,422 $156,035 ======== ========
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