UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b - 25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
1-7234
CUSIP NUMBER
36225V 10 4
[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part I - REGISTRANT INFORMATION
Full Name of Registrant: GP STRATEGIES CORPORATION
Former Name if Applicable:
Address of Principal Executive Office (Street and Number):777 Westchester Avenue
City, State and Zip Code: White Plains, NY 10604
Part II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12(b)-25(b) the following
should be completed. (Check box if appropriate)
1
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Part III - NARRATIVE
State below in reasonable detail the reason why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
The Registrant cannot file its report on Form 10-K for the year ended December
31, 2004 without unreasonable effort or expense because an unexpected
significant large portion of the time and effort of its financial reporting
personnel has been devoted to the preparation of the required disclosures
related to the evaluation and assessment of the Registrant's internal controls
over financial reporting as of December 31, 2004.
Part IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Andrea D. Kantor 914 249-9716
---------------------- --------- ------------------------
Name Area Code Telephone Number
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify reports. [x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? [x ] Yes[ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of these results cannot be made.
2
On March 16, 2005 the Registrant filed a Form
8-K announcing the issuance of the following earnings press release containing
its financial results for the quarter and year ended December 31, 2004:
In the fourth quarter of 2004, revenue at GP Strategies increased by $12.8
million to $52.7 million, as compared to revenue of $39.9 million in the fourth
quarter of 2003. This increase is primarily attributable to the $12.0 million
revenue increase at General Physics.
In the fourth quarter of 2004, General Physics' revenue increased by $12.0
million or 35% to $45.8 million, as compared to revenue of $33.8 million in the
fourth quarter of 2003. General Physics recognized approximately $3.0 million in
revenue in the fourth quarter of 2004 from disaster relief services in the
aftermath of the Florida hurricanes.
For the quarter ended December 31, 2004, income from continuing operations was
$21.6 million as compared to a loss of $2.0 million for the quarter ended
December 31, 2003. The improvement was primarily due to increased profitability
at General Physics; a $13.7 million gain on an arbitration award, net of fees,
related to the Company's dispute with Electronic Data Systems Corporation; and
an income tax benefit of $9.2 million, related to the recognition of
approximately $15.0 million of net deferred tax assets in the fourth quarter of
2004. Diluted income (loss) from continuing operations per common share was
$1.15 for the quarter ended December 31, 2004 as compared to a loss of $(0.11)
for the quarter ended December 31, 2003.
For the year ended December 31, 2004, revenue increased by $54.0 million to
$194.0 million, as compared to revenue of $140.0 million in the prior year. This
39% increase in revenue is primarily attributable to the increase in revenue at
General Physics and to the consolidation of the results of operations of GSE for
all of 2004 compared to only the fourth quarter of 2003. Prior to October 2003,
the Company accounted for its investment in GSE using the equity method.
General Physics' revenue increased by $31.1 million or 23% for the year ended
December 31, 2004 to $165.1 million, as compared to revenue of $134.0 million in
the prior year. Consolidated revenue of GSE for the year ended December 31, 2004
aggregated $28.9 million, as compared to $6.1 million for the year ended
December 31, 2003.
For the year ended December 31, 2004, income from continuing operations was
$22.4 million as compared to a loss of $8.1 million in the prior year. The
improvement was primarily due to increased profitability at General Physics; a
$13.7 million gain on an arbitration award, net of fees and an income tax
benefit of $8.0 million. Diluted income (loss) from continuing operations per
common share was $1.23 for the year ended December 31, 2004 as compared with a
loss of $(0.47) in the prior year
3
The following table summarizes the revenue of GP Strategies Corporation, by
reporting segment, and the consolidated results of their operations for the
quarters and years ended December 31, 2004 and 2003. 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 all periods
presented.
(Unaudited - in thousands):
Quarters Ended Years Ended
December 31, December 31,
----------------------------- -------------------------------
-------------- -------------- -------------- ----------------
2004 2003 2004 (1) 2003
---- ---- -------- ----
Revenue
General Physics $45,803 $33,805 $165,066 $133,975
GSE 6,858 6,059 28,907 6,059
-------------- -------------- -------------- ----------------
-------------- -------------- -------------- ----------------
$52,661 $39,864 $193,973 $140,034
-------------- -------------- -------------- ----------------
Revenue $52,661 $39,864 $193,973 $140,034
Cost of revenue (45,689) (34,268) (168,010) (122,939)
-------------- -------------- -------------- ----------------
-------------- -------------- -------------- ----------------
Gross profit 6,972 5,596 25,963 17,095
Selling, general & administrative expenses (5,129) (4,943) (20,757) (19,935)
Executive bonus compensation (2,978) (2,000) (2,978) (3,000)
-------------- -------------- -------------- ----------------
-------------- -------------- -------------- ----------------
Operating income (loss) (1,135) (1,347) 2,228 (5,840)
Interest expense (479) (721) (2,113) (3,123)
Other income (expense) 234 (184) 649 (218)
Gain on arbitration award, net of legal fees 13,660 -- 13,660 --
Gains on sales of marketable securities, net -- 161 -- 559
Valuation adjustment of liability for warrants -- 272 -- 1,436
-------------- -------------- -------------- ----------------
-------------- -------------- -------------- ----------------
Income (loss) before income tax (expense) benefit
and minority interests 12,280 (1,819) 14,424 (7,186)
Income tax (expense) benefit 9,213 (194) 8,009 (985)
-------------- -------------- -------------- ----------------
-------------- -------------- -------------- ----------------
Income (loss) before minority interests 21,493 (2,013) 22,433 (8,171)
Minority interests 97 60 12 60
-------------- -------------- -------------- ----------------
-------------- -------------- -------------- ----------------
Income (loss) from continuing operations 21,590 (1,953) 22,445 (8,111)
Income (loss) from discontinued operations,
net of income tax (expense) benefit (23) 93 75 (165)
-------------- -------------- -------------- ----------------
-------------- -------------- -------------- ----------------
Net income (loss) $21,567 $(1,860) $ 22,520 $ (8,276)
============== ============== ============== ================
============== ============== ============== ================
Per common share data:
Basic
Income (loss) from continuing operations $ 1.21 $ (.11) $ 1.27 $ (0.47)
Income (loss) from discontinued operations -- .01 -- (0.01)
Net income (loss) $ 1.21 $ (.10) $ 1.27 $ (0.48)
Diluted
Income (loss) from continuing operations $ 1.15 $ (.11) $ 1.23 $ (0.47)
Income (loss) from discontinued operations -- .01 -- (0.01)
Net income (loss) $ 1.15 $ (.10) $ 1.23 $ (0.48)
(1) Prior to October 2003, the Company accounted for its investment in GSE using the equity method.
4
The following table summarizes the condensed consolidated balance sheet data of
GP Strategies Corporation, as of December 31, 2004 and 2003. On November 24,
2004, the Company distributed net assets of $26.0 million to NPDC in connection
with its spin-off.
(Unaudited - in thousands):
December 31,
2004 2003
----- ----
Current assets:
Cash and cash equivalents $2,417 $4,416
Cash held in escrow from arbitration 13,798 --
Accounts and other receivables 31,114 39,737
Costs and estimated earnings in excess of billings on uncompleted contracts 16,834 14,502
Inventories -- 28,300
Prepaid expenses and other current assets 5,828 6,705
-------------- -------------
-------------- -------------
Total current assets 69,991 93,660
Property, plant and equipment, net 2,673 8,994
Goodwill and other intangibles 63,404 63,426
Other assets 19,967 22,243
-------------- -------------
-------------- -------------
Total assets $156,035 $188,323
============== =============
============== =============
Current liabilities:
Current maturities of long-term debt $100 $1,112
Short-term borrowings 6,068 26,521
Accounts payable and accrued expenses 33,219 38,107
Billings in excess of costs and estimated earnings on uncompleted contracts 10,003 9,922
-------------- -------------
-------------- -------------
Total current liabilities 49,390 75,662
Long-term debt less current maturities 10,951 13,749
Other non-current liabilities 1,739 1,728
-------------- -------------
-------------- -------------
Total liabilities 62,080 91,139
Minority interests 2,335 4,372
Total stockholders equity 91,620 92,812
-------------- -------------
-------------- -------------
Total liabilities and stockholders' equity $156,035 $188,323
============== =============
5
GP STRATEGIES CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 17, 2005 President and Chief Financial Officer