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
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: March 31, 2005
[ ] 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)
(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-Q for the quarter ended March
31, 2005 without unreasonable effort or expense because of the Registrant's
inability to ascertain the facts necessary to complete certain footnote
disclosures.
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.
On May 10, 2005 the Registrant filed a Form 8-K announcing the issuance of
the following earnings press release containing its financial results for the
quarter ended March 31, 2005:
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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 expense1 (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
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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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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: May 10, 2005 BY: /s/ Scott N. Greenberg
------------------------------
Scott N. Greenberg
Chief Executive Officer and Chief Financial Officer
.
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