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 N-SAR
For Period Ended: December 31, 2002
[ ] 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 or Form N-SAR, 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-K, 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 details the reason why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, 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, 2002 on a timely basis because it has encountered unexpected difficulties in
compiling certain information to be included in its Form 10-K and the
information compiled to date is not complete enough to provide full disclosure.
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.
For the quarter ended December 31, 2002, net sales decreased by only $.5 million
to $36.1 million, as compared to net sales of $36.6 million for the quarter
ended September 30, 2002, primarily due to fewer workdays as a result of
holidays in the fourth quarter. Net sales for the quarter ended December 31,
2002 were $36.1 million as compared to $42.4 million for the quarter ended
December 31, 2001.
For the year ended December 31, 2002, net sales were $152.2 million, as compared
to net sales of $186.6 million for the year ended December 31, 2001. The Company
believes that the decline in net sales was attributable to the continued
downturn in the economy which caused a reduction in net sales from its advanced
manufacturing, automotive and e-Learning customers. However, the decrease in net
sales was partially offset by increased net sales from the Company's Homeland
Defense services and initiatives.
For the quarter ended December 31, 2002, net loss was $1.6 million or $.10 loss
per share as compared to a net loss of $2.3 million or $.19 loss per share for
the fourth quarter of 2001.
Results for the quarter ended December 31, 2002 included a gain on the sale of
marketable securities of $0.6 million offset by investment and other (loss)
income of $1.4 million relating to non-cash equity losses on the Company's
investment in GSE of $1.3 million and equity losses on other investments. In
addition, the Company recorded $.3 million of expenses relating to its tax free
spin off, $.3 million relating to severance expenses, and $.1 million relating
to the Company's recent move of its offices to White Plains, New York.
For the year ended December 31, 2002, net loss was $5.2 million or $.34 loss per
share as compared to a net loss of $0.9 million or $.09 loss per share for the
year ended December 31, 2001.
For the year ended December 31, 2002, the Company had a net gain of $2.3 million
from the sale of Millennium Cell shares. In addition, the Company recorded a
credit of $1.2 million to compensation expense related to a deferred
compensation plan. These items were offset by severance and related expenses of
$2.3 million and investment and other (loss) income of $2.2 million primarily
from non-cash equity losses related to the Company's investment in HMS of $1.4
million and GSE of $1.2 million and other equity investments. The Company also
recorded charges of approximately $0.7 million relating to financial and
consulting fees and $0.8 million of legal fees relating to the Company's ongoing
litigation against MCI Communications, Systemhouse and Electronic Data System
Corporation, as successor to Systemhouse.
On March 21, 2003, the Company received a favorable tax ruling from the IRS for
the tax-free spin-off of certain of its non-core assets, including MXL
Industries, Inc., into a separate corporation to be named National Patent
Development Corporation. Each holder of the Company's common stock would receive
one share of common stock of National Patent for each share of Company's common
stock held. The spin-off is still subject to the consent of the Company's
lenders and certain SEC filings.
The Company was not in compliance with certain financial covenants of its
revolving credit agreement based upon the Company's final results for the
quarter ended December 31, 2002. The Company and its lead bank have agreed to a
waiver of compliance of such covenants as of December 31, 2002, and an amendment
which will also contain certain covenant modifications for future periods. The
waiver and amendment are subject to final documentation.
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 31, 2003 BY: /s/ Scott N. Greenberg
Scott N. Greenberg
President and Chief Financial Officer