Delaware
|
|
52-0845774
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification No.)
|
70 Corporate Center
|
|
|
11000 Broken Land Parkway, Suite 200, Columbia, MD
|
|
21044
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
¨
|
Accelerated filer
x
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Class
|
|
Outstanding
|
|
Common Stock, par value $.01 per share
|
|
16,748,900 shares
|
|
|
|
Page
|
|
|
|
Part I.
|
Financial Information
|
|
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
|
|
|
||
|
|
|
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||
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|
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||
|
|
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||
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|
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||
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Item 2.
|
||
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Item 3.
|
||
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Item 4.
|
||
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Part II.
|
||
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|
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Item 1.
|
||
|
|
|
Item 1A.
|
||
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Item 2.
|
||
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Item 6.
|
||
|
|
|
|
March 31, 2016 (Unaudited)
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16,470
|
|
|
$
|
21,030
|
|
Accounts and other receivables, less allowance for doubtful accounts of $1,892 in 2016 and $1,856 in 2015
|
86,483
|
|
|
90,912
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
41,953
|
|
|
46,061
|
|
||
Prepaid expenses and other current assets
|
11,963
|
|
|
9,173
|
|
||
Total current assets
|
156,869
|
|
|
167,176
|
|
||
Property, plant and equipment
|
21,155
|
|
|
20,629
|
|
||
Accumulated depreciation
|
(15,195
|
)
|
|
(14,384
|
)
|
||
Property, plant and equipment, net
|
5,960
|
|
|
6,245
|
|
||
Goodwill
|
124,056
|
|
|
121,975
|
|
||
Intangible assets, net
|
6,810
|
|
|
6,221
|
|
||
Other assets
|
822
|
|
|
733
|
|
||
|
$
|
294,517
|
|
|
$
|
302,350
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Short-term borrowings
|
$
|
33,092
|
|
|
$
|
34,084
|
|
Current portion of long-term debt
|
13,333
|
|
|
13,333
|
|
||
Accounts payable and accrued expenses
|
57,057
|
|
|
61,071
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
17,950
|
|
|
18,366
|
|
||
Total current liabilities
|
121,432
|
|
|
126,854
|
|
||
Long-term debt
|
7,778
|
|
|
11,111
|
|
||
Other noncurrent liabilities
|
6,356
|
|
|
6,041
|
|
||
Total liabilities
|
135,566
|
|
|
144,006
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, par value $0.01 per share
|
172
|
|
|
172
|
|
||
Additional paid-in capital
|
106,539
|
|
|
105,872
|
|
||
Retained earnings
|
77,398
|
|
|
73,598
|
|
||
Treasury stock at cost
|
(11,961
|
)
|
|
(8,497
|
)
|
||
Accumulated other comprehensive loss
|
(13,197
|
)
|
|
(12,801
|
)
|
||
Total stockholders’ equity
|
158,951
|
|
|
158,344
|
|
||
|
$
|
294,517
|
|
|
$
|
302,350
|
|
|
Three Months Ended
March 31, |
|
||||||
|
2016
|
|
2015
|
|
||||
Revenue
|
$
|
115,756
|
|
|
$
|
115,253
|
|
|
Cost of revenue
|
97,829
|
|
|
96,118
|
|
|
||
Gross profit
|
17,927
|
|
|
19,135
|
|
|
||
Selling, general and administrative expenses
|
11,970
|
|
|
11,599
|
|
|
||
Loss on change in fair value of contingent consideration, net
|
(159
|
)
|
|
(203
|
)
|
|
||
Operating income
|
5,798
|
|
|
7,333
|
|
|
||
Interest expense
|
245
|
|
|
365
|
|
|
||
Other income (expense)
|
454
|
|
|
(225
|
)
|
|
||
Income before income tax expense
|
6,007
|
|
|
6,743
|
|
|
||
Income tax expense
|
2,207
|
|
|
2,636
|
|
|
||
Net income
|
$
|
3,800
|
|
|
$
|
4,107
|
|
|
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
16,758
|
|
|
17,159
|
|
|
||
Diluted weighted average shares outstanding
|
16,831
|
|
|
17,313
|
|
|
||
|
|
|
|
|
||||
Per common share data:
|
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
Diluted earnings per share
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
|
Three Months Ended
March 31, |
|
||||||
|
2016
|
|
2015
|
|
||||
Net income
|
$
|
3,800
|
|
|
$
|
4,107
|
|
|
Foreign currency translation adjustments
|
(396
|
)
|
|
(4,585
|
)
|
|
||
Comprehensive income (loss)
|
$
|
3,404
|
|
|
$
|
(478
|
)
|
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
3,800
|
|
|
$
|
4,107
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Loss on change in fair value of contingent consideration, net
|
159
|
|
|
203
|
|
||
Depreciation and amortization
|
1,765
|
|
|
2,068
|
|
||
Non-cash compensation expense
|
1,496
|
|
|
1,338
|
|
||
Changes in other operating items:
|
|
|
|
|
|
||
Accounts and other receivables
|
4,644
|
|
|
11,430
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
3,914
|
|
|
(6,733
|
)
|
||
Prepaid expenses and other current assets
|
(2,641
|
)
|
|
(3,866
|
)
|
||
Accounts payable and accrued expenses
|
(3,654
|
)
|
|
(1,674
|
)
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(376
|
)
|
|
(3,286
|
)
|
||
Other
|
(544
|
)
|
|
(390
|
)
|
||
Net cash provided by operating activities
|
8,563
|
|
|
3,197
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(575
|
)
|
|
(600
|
)
|
||
Acquisitions, net of cash acquired
|
(2,330
|
)
|
|
—
|
|
||
Other investing activities
|
13
|
|
|
—
|
|
||
Net cash used in investing activities
|
(2,892
|
)
|
|
(600
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from (repayment of) short-term borrowings
|
(992
|
)
|
|
735
|
|
||
Repayment of long-term debt
|
(3,333
|
)
|
|
(3,333
|
)
|
||
Change in negative cash book balance
|
(1,659
|
)
|
|
(1,518
|
)
|
||
Repurchases of common stock in the open market
|
(4,291
|
)
|
|
(364
|
)
|
||
Other financing activities
|
—
|
|
|
25
|
|
||
Net cash used in financing activities
|
(10,275
|
)
|
|
(4,455
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
44
|
|
|
(548
|
)
|
||
Net decrease in cash and cash equivalents
|
(4,560
|
)
|
|
(2,406
|
)
|
||
Cash and cash equivalents at beginning of period
|
21,030
|
|
|
14,541
|
|
||
Cash and cash equivalents at end of period
|
$
|
16,470
|
|
|
$
|
12,135
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for income taxes
|
$
|
2,594
|
|
|
$
|
2,251
|
|
(1)
|
Basis of Presentation
|
(2)
|
Accounting Standards Issued
|
(3)
|
Significant Customers & Concentration of Credit Risk
|
(4)
|
Earnings Per Share
|
|
Three Months Ended
March 31, |
|
||||
|
2016
|
|
2015
|
|
||
|
(In thousands)
|
|||||
Non-dilutive instruments
|
106
|
|
|
2
|
|
|
|
|
|
|
|
||
Dilutive common stock equivalents
|
73
|
|
|
154
|
|
|
(5)
|
Acquisitions
|
|
Original range
|
|
Maximum payments due in
|
||
|
of potential
undiscounted
|
|
|||
Acquisition:
|
payments
|
|
2016
|
||
Jencal Training
|
$0 - $429
|
|
$
|
429
|
|
Effective Companies
|
$0 - $5,280
|
|
$
|
2,640
|
|
|
Liability as of
December 31,
|
|
Additions
|
|
Change in
Fair Value of
Contingent
|
|
Foreign
Currency
|
|
Liability as of
March 31,
|
||||||||||
Acquisition:
|
2015
|
|
(Payments)
|
|
Consideration
|
|
Translation
|
|
2016
|
||||||||||
Jencal Training
|
$
|
—
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
303
|
|
Effective Companies
|
2,381
|
|
|
—
|
|
|
159
|
|
|
100
|
|
|
2,640
|
|
|||||
Total
|
$
|
2,381
|
|
|
$
|
294
|
|
|
$
|
159
|
|
|
$
|
109
|
|
|
$
|
2,943
|
|
(6)
|
Intangible Assets
|
|
Learning
Solutions
|
|
Professional
& Technical
Services
|
|
Sandy
|
|
Performance
Readiness
Solutions
|
|
Total
|
||||||||||
Balance as of December 31, 2015
|
$
|
49,822
|
|
|
$
|
43,702
|
|
|
$
|
653
|
|
|
$
|
27,798
|
|
|
$
|
121,975
|
|
Acquisitions
|
1,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,750
|
|
|||||
Foreign currency translation
|
587
|
|
|
(215
|
)
|
|
—
|
|
|
(41
|
)
|
|
331
|
|
|||||
Balance as of March 31, 2016
|
$
|
52,159
|
|
|
$
|
43,487
|
|
|
$
|
653
|
|
|
$
|
27,757
|
|
|
$
|
124,056
|
|
March 31, 2016
|
|
|
|
|
|
||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
|
|
|
|||||||||
Customer relationships
|
$
|
19,401
|
|
|
$
|
(13,202
|
)
|
|
$
|
6,199
|
|
Intellectual property and other
|
1,538
|
|
|
(927
|
)
|
|
611
|
|
|||
|
$
|
20,939
|
|
|
$
|
(14,129
|
)
|
|
$
|
6,810
|
|
|
|
|
|
|
|
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|||
Customer relationships
|
$
|
19,351
|
|
|
$
|
(13,822
|
)
|
|
$
|
5,529
|
|
Intellectual property and other
|
1,772
|
|
|
(1,080
|
)
|
|
692
|
|
|||
|
$
|
21,123
|
|
|
$
|
(14,902
|
)
|
|
$
|
6,221
|
|
(7)
|
Stock-Based Compensation
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Non-qualified stock options
|
$
|
47
|
|
|
$
|
62
|
|
Restricted stock units
|
598
|
|
|
439
|
|
||
Board of Directors stock grants
|
82
|
|
|
111
|
|
||
Total stock-based compensation expense
|
$
|
727
|
|
|
$
|
612
|
|
|
Number of options
|
|
Weighted
average exercise price
|
|
Weighted
average
remaining
contractual term
|
|
Aggregate
intrinsic value
|
|||||
Stock Options
|
|
|
|
|||||||||
Outstanding at December 31, 2015
|
110,550
|
|
|
$
|
14.54
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
(2,900
|
)
|
|
10.04
|
|
|
|
|
|
|
||
Forfeited
|
(300
|
)
|
|
13.17
|
|
|
|
|
|
|
||
Expired
|
(600
|
)
|
|
19.38
|
|
|
|
|
|
|
||
Outstanding at March 31, 2016
|
106,750
|
|
|
$
|
14.64
|
|
|
1.21
|
|
$
|
1,362,000
|
|
Exercisable at March 31, 2016
|
73,250
|
|
|
$
|
14.53
|
|
|
1.19
|
|
$
|
942,000
|
|
|
Three Months Ended March 31, 2016
|
|
Weighted
average
grant date
fair value
|
|||
|
(In shares)
|
|
(In dollars)
|
|||
Outstanding and unvested, beginning of period
|
274,140
|
|
|
$
|
28.74
|
|
Granted
|
137,937
|
|
|
26.93
|
|
|
Vested
|
(2,050
|
)
|
|
15.36
|
|
|
Forfeited
|
(2,016
|
)
|
|
26.50
|
|
|
Outstanding and unvested, end of period
|
408,011
|
|
|
$
|
28.21
|
|
(8)
|
Debt
|
(9)
|
Income Taxes
|
(10)
|
Stockholders’ Equity
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Retained
earnings
|
|
Treasury
stock
at cost
|
|
Accumulated
other
comprehensive
loss
|
|
Total
stockholders’
equity
|
||||||||||||
Balance at December 31, 2015
|
$
|
172
|
|
|
$
|
105,872
|
|
|
$
|
73,598
|
|
|
$
|
(8,497
|
)
|
|
$
|
(12,801
|
)
|
|
$
|
158,344
|
|
Net income
|
—
|
|
|
—
|
|
|
3,800
|
|
|
—
|
|
|
—
|
|
|
3,800
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(396
|
)
|
|
(396
|
)
|
||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,291
|
)
|
|
—
|
|
|
(4,291
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
727
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
727
|
|
||||||
Issuance of stock for employer contributions to retirement plan
|
—
|
|
|
5
|
|
|
—
|
|
|
686
|
|
|
—
|
|
|
691
|
|
||||||
Net issuances of stock pursuant to stock compensation plans and other
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
141
|
|
|
—
|
|
|
76
|
|
||||||
Balance at March 31, 2016
|
$
|
172
|
|
|
$
|
106,539
|
|
|
$
|
77,398
|
|
|
$
|
(11,961
|
)
|
|
$
|
(13,197
|
)
|
|
$
|
158,951
|
|
(11)
|
Business Segments
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Revenue:
|
|
|
|
||||
Learning Solutions
|
$
|
49,906
|
|
|
$
|
51,829
|
|
Professional & Technical Services
|
25,829
|
|
|
29,897
|
|
||
Sandy Training & Marketing
|
21,824
|
|
|
14,729
|
|
||
Performance Readiness Solutions
|
18,197
|
|
|
18,798
|
|
||
|
$
|
115,756
|
|
|
$
|
115,253
|
|
Gross Profit:
|
|
|
|
|
|
||
Learning Solutions
|
$
|
9,704
|
|
|
$
|
8,347
|
|
Professional & Technical Services
|
3,884
|
|
|
6,413
|
|
||
Sandy Training & Marketing
|
2,451
|
|
|
1,976
|
|
||
Performance Readiness Solutions
|
1,888
|
|
|
2,399
|
|
||
Total Gross Profit
|
17,927
|
|
|
19,135
|
|
||
Selling, general and administrative expenses
|
11,970
|
|
|
11,599
|
|
||
Loss on change in fair value of contingent consideration, net
|
(159
|
)
|
|
(203
|
)
|
||
Operating income
|
5,798
|
|
|
7,333
|
|
||
Interest expense
|
245
|
|
|
365
|
|
||
Other income (expense)
|
454
|
|
|
(225
|
)
|
||
Income before income tax expense
|
$
|
6,007
|
|
|
$
|
6,743
|
|
(Dollars in thousands)
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
Learning Solutions
|
$
|
49,906
|
|
|
$
|
51,829
|
|
Professional & Technical Services
|
25,829
|
|
|
29,897
|
|
||
Sandy Training & Marketing
|
21,824
|
|
|
14,729
|
|
||
Performance Readiness Solutions
|
18,197
|
|
|
18,798
|
|
||
|
$
|
115,756
|
|
|
$
|
115,253
|
|
•
|
A $1.5 million decrease in revenue due to unfavorable changes in foreign currency exchange rates; and
|
•
|
A $0.8 million net decrease in e-Learning content development and training business process outsourcing (BPO) services.
|
•
|
A $1.9 million decrease in training and technical services for oil and gas clients;
|
•
|
A $0.9 million net decrease in training and professional services for energy clients;
|
•
|
A $0.6 million decrease due to the completion of projects in our alternative fuels business;
|
•
|
A $0.3 million net decrease in engineering and technical training services primarily due to a decline in revenue from U.S. government clients due to project completions in 2015; and
|
•
|
A $0.4 million decrease in revenue due to unfavorable changes in foreign currency exchange rates.
|
(Dollars in thousands)
|
Three months ended
|
||||||||||||
|
March 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
|
|
% Revenue
|
|
|
|
% Revenue
|
||||||
Learning Solutions
|
$
|
9,704
|
|
|
19.4
|
%
|
|
$
|
8,347
|
|
|
16.1
|
%
|
Professional & Technical Services
|
3,884
|
|
|
15.0
|
%
|
|
6,413
|
|
|
21.5
|
%
|
||
Sandy Training & Marketing
|
2,451
|
|
|
11.2
|
%
|
|
1,976
|
|
|
13.4
|
%
|
||
Performance Readiness Solutions
|
1,888
|
|
|
10.4
|
%
|
|
2,399
|
|
|
12.8
|
%
|
||
|
$
|
17,927
|
|
|
15.5
|
%
|
|
$
|
19,135
|
|
|
16.6
|
%
|
|
|
Issuer Purchases of Equity Securities
|
|||||||||||||
|
|
Total number
of shares purchased
|
|
|
Average
price paid per share
|
|
Total number
of shares
purchased as
part of publicly announced program
|
|
Approximate
dollar value of
shares that may yet
be purchased under the program
(1)
|
||||||
Month
|
|
|
|
|
|
||||||||||
January 1 - 31, 2016
|
|
168,331
|
|
(2)
|
|
$
|
23.45
|
|
|
168,223
|
|
|
$
|
10,057,000
|
|
February 1 - 29, 2016
|
|
193
|
|
(2)
|
|
$
|
23.26
|
|
|
100
|
|
|
$
|
10,054,000
|
|
March 1 - 31, 2016
|
|
14,411
|
|
(2)
|
|
$
|
26.44
|
|
|
12,700
|
|
|
$
|
9,719,000
|
|
(1)
|
We have a share repurchase program under which we may repurchase shares of our common stock from time to time in the open market subject to prevailing business and market conditions and other factors. There is no expiration date for the repurchase program.
|
(2)
|
Includes shares surrendered by employees to satisfy minimum tax withholding obligations on restricted stock units which vested and shares surrendered to exercise stock options and satisfy the related minimum tax withholding obligations during the first quarter of 2016.
|
Item 6.
|
Exhibits
|
10.1
|
Short-Term Incentive Plan approved by the Board of Directors on March 29, 2016. *
|
31.1
|
Certification of Chief Executive Officer of the Company dated
April 28, 2016
pursuant to Securities and Exchange Act Rule 13d-14(a)/15(d-14(a), as adopted pursuant to Section 302 and 404 of the Sarbanes-Oxley Act of 2002.*
|
31.2
|
Certification of Executive Vice President and Chief Financial Officer of the Company dated
April 28, 2016
pursuant to Securities and Exchange Act Rule 13d-14(a)/15(d-14(a), as adopted pursuant to Section 302 and 404 of the Sarbanes-Oxley Act of 2002.*
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer of the Company dated
April 28, 2016
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
101
|
The following materials from GP Strategies Corporation’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2016
, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements.*
|
*Filed herewith.
|
|
GP STRATEGIES CORPORATION
|
|
|
April 28, 2016
|
/s/ Scott N. Greenberg
|
|
Scott N. Greenberg
|
|
Chief Executive Officer
|
|
|
April 28, 2016
|
/s/ Sharon Esposito-Mayer
|
|
Sharon Esposito-Mayer
|
|
Executive Vice President and Chief Financial Officer
|
•
|
Corporate Performance:
The Compensation Committee will recommend and the Board of Directors will approve one or more corporate objectives;
|
•
|
Group and/or Business Unit Performance:
Each Group leader will recommend and the CEO will approve one or more Group and BU objectives; and
|
•
|
Individual Performance:
The CEO will recommend and the Board of Directors will approve one or more individual objectives for employees in the Executive Category (or, absent action by the Board of Directors, approved by the CEO/President; and for other plan categories (other than the General Pool) each Group Leader (or in the case of Category 3, the CFO) will recommend and the CEO/President will approve individual performance objectives for participating employees in such Group.
|
•
|
Executive Category:
The CFO, Group Leaders and General Counsel. Note this plan does not include the CEO/President.
|
•
|
Category 1:
Business Unit Leaders that have responsibility for multiple business units totaling a minimum of $30M of annual revenue.
|
•
|
Category 2:
BU Leaders that have responsibility for a business unit or multiple units with a minimum of $10M of annual revenue.
|
•
|
Category 3:
G&A senior leaders responsible for a corporate level functional area in the company.
|
•
|
Category 4:
Vice Presidents not already covered in Category 1, 2 or 3.
|
•
|
Category 5:
BU or SBU Leaders that have a responsibility for less than $10M of annual revenue but at least $5M of annual revenue.
|
•
|
General Pool:
All other employees who are not excluded from the Plan.
|
Category of Goals
|
% of Bonus Opportunity Attributable to Goal
|
Goals
|
Corporate Objectives = up to 70%
|
Up to 56% based on Company Income before Tax growth
|
TBD Annually
|
|
Up to 14% based on Company Revenue growth
|
TBD Annually
|
Group Objectives (Group Leaders) = up to 20%
|
Up to 16% based on Group Income before Tax growth
|
TBD Annually
|
|
Up to 4% based on Group Revenue growth
|
TBD Annually
|
Group Objectives (CFO and General Counsel) = up to 20%
|
Up to 20% of the CFO goal is based on SG&A expense management as a % of revenue
|
TBD Annually
|
|
Up to 20% of the General Counsel goal is based on achievement of objectives recommended by the Compensation Committee and approved by the Board or, if no objectives are approved by the Board, the Corporate Objectives
|
TBD Annually
|
Individual Objectives = up to 10%
|
To be assigned in accordance with the process set forth under “Establishing Performance Goals”
|
TBD Annually
|
1.
|
I have reviewed this quarterly
report on Form
10-Q of GP Strategies Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 28, 2016
|
|
/s/ Scott N. Greenberg
|
Scott N. Greenberg
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly
report on Form
10-Q of GP Strategies Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 28, 2016
|
|
/s/ Sharon Esposito-Mayer
|
Sharon Esposito-Mayer
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 28, 2016
|
|
|
|
|
|
/s/ Scott N. Greenberg
|
|
/s/ Sharon Esposito-Mayer
|
Scott N. Greenberg
|
|
Sharon Esposito-Mayer
|
Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|