UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended ~~September~~June 30, ~~2006~~2007

oTransition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-7234

GP STRATEGIES CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware		13-1926739
(State of Incorporation)		(I.R.S. Employer Identification No.)

6095 Marshalee Drive, Suite 300, Elkridge, MD		21075
(Address of principal executive offices)		(Zip Code)

(410) 379-3600

Registrant’s telephone number, including area code:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

~~Large accelerated filer~~ o ~~Accelerated filer~~ x ~~Non-accelerated filer~~ o

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes o Nox

Indicate the number of shares outstanding of each of ~~issuer’s~~issuer's classes of common stock as of ~~October~~July 31, ~~2006:~~

2007:

Class		Outstanding
Common Stock, par value $.01 per share		~~15,818,449~~	16,873,138 shares

GP STRATEGIES CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

~~Part I.~~	~~Financial Information~~			Page
Part I.		Financial Information

Item 1.		Financial Statements (Unaudited)

		Condensed Consolidated Balance Sheets – ~~September~~- June 30, ~~2006~~2007 and December 31, ~~2005~~ 2006		1

		Condensed Consolidated Statements of Operations – - Three Months and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2006~~2007 and ~~2005~~ 2006		2

	~~Condensed Consolidated Statement of Stockholders’ Equity –~~ ~~Nine Months Ended September 30, 2006~~

	Condensed Consolidated Statements of Cash Flows – ~~Nine~~- Six Months Ended ~~September~~June 30, ~~2006~~2007 and ~~2005~~ 2006		3

		Notes to Condensed Consolidated Financial Statements		4

Item 2.	~~Management’s~~	Management's Discussion and Analysis of Financial Condition and Results of Operations		19

Item 3.		Quantitative and Qualitative Disclosure About Market Risk		32

Item 4.		Controls and Procedures		32

Part II.		Other Information

Item 1.		Legal Proceedings		33

Item 1A.		Risk Factors		33

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		33

Item 3.		Defaults Upon Senior Securities		33

Item 4.		Submission of Matters to a Vote of Security Holders		33

Item 5.		Other Information		33

Item 6.	~~Exhibits~~	Exhibits		34

Signatures				35

Part I. Financial Information

Item 1. Financial Statements

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

September 30,

December 31,

2006

2005

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$
5,216

$
18,118

Accounts and other receivables, less allowance for doubtful accounts of $666 in 2006 and $1,166 in 2005

24,524

27,079

Costs and estimated earnings in excess of billings on uncompleted contracts

12,686

11,487

Prepaid expenses and other current assets

4,930

5,936

Total current assets

47,356

62,620

Property, plant and equipment

6,537

6,619

Accumulated depreciation

(4,867
)
(4,762
)
Property, plant and equipment, net

1,670

1,857

Goodwill

58,530

57,483

Other intangible assets, net

695

647

Deferred tax assets

7,498

10,391

Other assets

1,463

1,643

$
117,212

$
134,641

Liabilities and Stockholders’ Equity

Current liabilities:

Current maturities of long-term debt

$
35

$
71

Accounts payable and accrued expenses

19,698

20,315

Billings in excess of costs and estimated earnings on uncompleted contracts

5,473

7,430

Total current liabilities

25,206

27,816

Long-term debt less current maturities

11,260

11,309

Other noncurrent liabilities

1,219

1,174

Total liabilities

37,685

40,299

Stockholders’ equity:

Common stock, par value $0.01 per share

178

171

Class B capital stock, par value $0.01 per share

—

12

Additional paid-in capital

161,613

168,737

Accumulated deficit

(66,849
)
(71,710
)
Treasury stock at cost

(14,460
)
(29
)
Unearned compensation

—

(1,133
)
Accumulated other comprehensive loss

(831
)
(1,087
)
Note receivable from stockholder

(124
)
(619
)
Total stockholders’ equity

79,527

94,342

$
117,212

$
134,641

	June 30,
	2007			December 31,
	(Unaudited)			2006
Assets
Current assets:
Cash and cash equivalents	$	1,947		$	8,660
Accounts and other receivables, less allowance for doubtful accounts
of $764 in 2007 and $665 in 2006		39,476			26,628
Inventories, net		814			—
Costs and estimated earnings in excess of billings on uncompleted contracts		20,287			11,257
Prepaid expenses and other current assets		8,606			6,411
Total current assets		71,130			52,956
Property, plant and equipment		7,902			6,985
Accumulated depreciation		(5,489	)		(5,126	)
Property, plant and equipment, net		2,413			1,859
Goodwill		60,590			56,815
Intangible assets, net of accumulated amortization of $1,959 in 2007
and $916 in 2006		5,612			645
Deferred tax assets		3,611			7,420
Other assets		2,686			1,705
	$	146,042		$	121,400
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings	$	9,102		$	—
Current maturities of long-term debt		90			30
Accounts payable and accrued expenses		31,456			22,903
Billings in excess of costs and estimated earnings on uncompleted contracts		8,190			6,881
Total current liabilities		48,838			29,814
Long-term debt less current maturities		7,872			10,896
Other noncurrent liabilities		1,055			959
Total liabilities		57,765			41,669

Stockholders’ equity:
Common stock, par value $0.01 per share		178			178
Additional paid-in capital		157,218			159,042
Accumulated deficit		(61,255	)		(65,558	)
Treasury stock at cost		(7,328	)		(13,167	)
Accumulated other comprehensive loss		(536	)		(640	)
Note receivable from stockholder		—			(124	)
Total stockholders’ equity		88,277			79,731
	$	146,042		$	121,400

See accompanying notes to condensed consolidated financial statements.

~~GP STRATEGIES CORPORATION AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Operations~~

~~(Unaudited)~~

~~(In thousands, except per share amounts)~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2006

2005

2006

2005

Revenue

$
44,051

$
44,059

$
133,358

$
131,278

Cost of revenue

37,141

37,371

113,729

112,678

Gross profit

6,910

6,688

19,629

18,600

Selling, general and administrative expenses

3,827

4,060

10,831

10,996

Operating income

3,083

2,628

8,798

7,604

Interest expense

376

387

1,233

1,129

Other income

180

87

764

141

Income from continuing operations before income tax expense

2,887

2,328

8,329

6,616

Income tax expense

1,140

869

3,468

2,874

Income from continuing operations

1,747

1,459

4,861

3,742

Loss from discontinued operations, net of income taxes

—

(417
)
—

(1,012
)
Net income

$
1,747

$
1,042

$
4,861

$
2,730

Basic weighted average shares outstanding

15,657

18,260

16,535

18,105

Diluted weighted average shares outstanding

16,555

18,991

17,438

18,916

Per common share data:

Basic

Income from continuing operations

$
0.11

$
0.08

$
0.29

$
0.21

Loss from discontinued operations

—

(0.02
)
—

(0.06
)
Net income

$
0.11

$
0.06

$
0.29

$
0.15

Diluted

Income from continuing operations

$
0.11

$
0.07

$
0.28

$
0.20

Loss from discontinued operations

—

(0.02
)
—

(0.06
)
Net income

$
0.11

$
0.05

$
0.28

$
0.14

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)

	Three months ended				Six months ended
	June 30,				June 30,
	2007		2006		2007		2006
Revenue	$	63,658	$	45,779	$	117,201	$	89,307
Cost of revenue		54,354		38,822		99,855		76,588
Gross profit		9,304		6,957		17,346		12,719
Selling, general and administrative expenses		4,989		3,632		9,608		7,004
Operating income		4,315		3,325		7,738		5,715
Interest expense		387		443		659		857
Other income		143		180		514		584
Income before income tax expense		4,071		3,062		7,593		5,442
Income tax expense		1,724		1,317		3,192		2,328
Net income	$	2,347	$	1,745	$	4,401	$	3,114

Basic weighted average shares outstanding		16,584		15,550		16,447		15,889
Diluted weighted average shares outstanding		17,180		16,461		17,072		16,795

Per common share data:
Basic earnings per share	$	0.14	$	0.11	$	0.27	$	0.20
Diluted earnings per share	$	0.14	$	0.11	$	0.26	$	0.19

See accompanying notes to condensed consolidated financial statements.

~~GP STRATEGIES CORPORATION AND SUBSIDIARIES~~

~~Condensed Consolidated Statement of Stockholders’ Equity~~

~~(Unaudited)~~

~~Nine months ended September 30, 2006~~

~~(In thousands, except for par value per share)~~

Class B

Accumulated

Note

Common

capital

other

receivable

Total

stock

stock

Additional

Accumulated

Treasury

Unearned

comprehensive

from

stockholders’

($0.01 par)

($0.01 par)

paid-in capital

deficit

stock at cost

compensation

loss

stockholder

equity

Balance at December 31, 2005

$
171

$
12

$
168,737

$
(71,710
)
$
(29
)
$
(1,133
)
$
(1,087
)
$
(619
)
$
94,342

Net income

—

—

—

4,861

—

—

—

—

4,861

Repurchase and exchange of common stock and Class B stock in capital stock restructuring

6

(12
)
(6,096
)
—

(14,758
)
—

—

—

(20,860
)
Repayment of note receivable from stockholder

—

—

—

—

—

—

—

495

495

Repurchases of common stock in the open market

—

—

—

—

(1,939
)
—

—

—

(1,939
)
Elimination of unearned compensation upon adoption of SFAS No. 123R

—

—

(1,133
)
—

—

1,133

—

—

—

Stock-based compensation expense

—

—

373

—

27

—

—

—

400

Other comprehensive income

—

—

—

—

—

—

256

—

256

Net issuances of stock for exercises of stock options and warrants and retirement savings plan

1

—

(268
)
—

2,239

—

—

—

1,972

Balance at September 30, 2006

$
178

$
—

$
161,613

$
(66,849
)
$
(14,460
)
$
—

$
(831
)
$
(124
)
$
79,527

GP STRATEGIES CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 2007 and 2006
(Unaudited, in thousands)

	2007			2006
Cash flows from operating activities:
Net income	$	4,401		$	3,114
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		1,998			1,135
Deferred income taxes		2,511			1,889
Non-cash compensation expense		856			870
Changes in other operating items, net of effect of acquisitions:
Accounts and other receivables		(11,676	)		4,138
Inventories		(31	)		—
Costs and estimated earnings in excess of
billings on uncompleted contracts		(9,030	)		(1,622	)
Prepaid expenses and other current assets		(1,415	)		628
Accounts payable and accrued expenses		4,067			(1,837	)
Billings in excess of costs and estimated
earnings on uncompleted contracts		(157	)		(1,646	)
Other		160			71
Net cash provided by (used in) operating activities		(8,316	)		6,740

Cash flows from investing activities:
Additions to property, plant and equipment		(702	)		(447	)
Acquisitions, net of cash acquired		(9,014	)		(619	)
Capitalized software development costs		(583	)		—
Net cash used in investing activities		(10,299	)		(1,066	)

Cash flows from financing activities:
Net proceeds from short-term borrowings		9,102			—
Cash overdraft		2,756			—
Capital stock restructuring		—			(20,826	)
Repayment of note receivable from shareholder		124			495
Repurchases of common stock in the open market		(1,366	)		(1,662	)
Proceeds from issuance of common stock		1,338			423
Payments on obligations under capital leases		(61	)		(53	)
Net cash provided by (used in) financing activities		11,893			(21,623	)

Effect of exchange rate changes on cash and cash equivalents		9			(5	)
Net decrease in cash and cash equivalents		(6,713	)		(15,954	)
Cash and cash equivalents at beginning of period		8,660			18,118
Cash and cash equivalents at end of period	$	1,947		$	2,164

Non-cash financing activity:
Reduction in carrying value of Gabelli Notes upon exercise of warrants	$	3,225		$	—
Capital lease obligation		121			—

See accompanying notes to condensed consolidated financial statements.

GP STRATEGIES CORPORATION AND SUBSIDIARIES

~~Condensed Consolidated Statements of Cash Flows~~

~~Nine months ended September 30, 2006 and 2005~~

~~(Unaudited)~~

~~(In thousands)~~

2006

2005

Cash flows from operating activities:

Net income

$
4,861

$
2,730

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1,961

2,506

Collection of deposit in escrow, including interest

—

13,798

Deferred income taxes

2,653

2,300

Issuance of stock for retirement savings plan and non-cash compensation expense

1,232

900

Minority interest

—

(953
)
Changes in other operating items, net of effect of acquisition:

Accounts and other receivables

3,317

4,362

Costs and estimated earnings in excess of billings on uncompleted contracts

(1,199
)
(737
)
Prepaid and other current assets

859

(2,729
)
Accounts payable and accrued expenses

(1,356
)
(7,998
)
Billings in excess of costs and estimated earnings on uncompleted contracts

(2,611
)
(1,988
)
Other

45

(420
)
Net cash provided by operating activities

9,762

11,771

Cash flows from investing activities:

Additions to property, plant and equipment

(509
)
(818
)
Acquisition, net of cash acquired

(619
)
—

Other investing activities

1

21

Net cash used in investing activities

(1,127
)
(797
)

Cash flows from financing activities:

Repurchase and exchange of common stock and Class B stock in capital stock restructuring

(20,860
)
—

Repayment of short-term borrowings

—

(4,886
)
Repurchases of common stock in the open market

(1,939
)
—

Repayment of note receivable from stockholder

495

—

Proceeds from stock option and warrant exercises

826

1,238

Proceeds from issuance of subordinated convertible note by GSE

—

2,000

Distribution of cash of GSE in spin-off

—

(804
)
Deferred financing costs

—

(287
)
Payments on obligations under capital leases

(76
)
(70
)
Net cash used in financing activities

(21,554
)
(2,809
)

Effect of exchange rate changes on cash and cash equivalents

17

(75
)
Net increase (decrease) in cash and cash equivalents

(12,902
)
8,090

Cash and cash equivalents at beginning of period

18,118

2,417

Cash and cash equivalents at end of period

$
5,216

$
10,507

Non-cash investing activities:

Reduction in carrying value of Gabelli Notes upon exercise of detachable stock purchase warrants

$
418

$
—

Distribution of non-cash net assets of GSE in spin-off

$
—

$
5,978

~~See accompanying notes to condensed consolidated financial statements.~~

~~GP STRATEGIES CORPORATION AND SUBSIDIARIES~~

Notes to Condensed Consolidated Financial Statements

~~September~~

June 30, ~~2006~~
2007

(Unaudited)

~~(1) Basis of Presentation~~

(1)

Basis of Presentation

GP Strategies Corporation (the “Company”) was incorporated in Delaware in 1959. The Company’s business consists of its training, engineering, and consulting business operated by General Physics Corporation (“General Physics” or “GP”). General Physics is a workforce development company that seeks to improve the effectiveness of organizations by providing training, ~~and e-Learning solutions,~~ management consulting, e-learning solutions and engineering services that are customized to meet the specific needs of clients.

On ~~September 30, 2005,~~January 23, 2007, General Physics completed the ~~Company completed~~acquisition of certain operating assets and the business of Sandy Corporation (“Sandy”), a ~~taxable spin-off~~leader in custom product sales training and part of ~~its 57% interest in GSE Systems,~~the ADP Dealer Services division of ADP, Inc. (“~~GSE”~~ADP”) ~~through a dividend~~. Sandy, which is run as an unincorporated division of General Physics, offers custom sales training and print-based and electronic publications primarily to the ~~Company’s stockholders. GSE is a stand alone public company which provides simulation solutions~~automotive industry. The final purchase price consisted of $4,393,000 in cash paid to ADP from cash on hand and ~~services~~the assumption by General Physics of certain liabilities to ~~energy, process and manufacturing industries worldwide. On September 30, 2005, stockholders received~~complete contracts. In addition, General Physics may be required to pay ADP up to an additional $8,000,000, contingent upon Sandy achieving certain revenue targets, as defined in the ~~spin-off 0.283075 shares of GSE common stock for each share~~purchase agreement, during the two twelve-month periods following the completion of the ~~Company’s Common Stock or Class B Capital Stock (“Class B Stock”) held on the record date~~acquisition. Sandy is reported as a separate business segment for reporting purposes and its results of ~~September 19, 2005. Following the spin-off, the Company ceased to have any ownership interest in GSE and the~~ operations ~~of GSE~~ are ~~presented as discontinued~~included in the Company’s condensed consolidated financial statements since the date of acquisition. See notes 3 and 11 for further details.

On June 1, 2007, General Physics, through its wholly owned subsidiary, General Physics (UK) Ltd. (“GPUK”), completed the acquisition of Smallpeice Enterprises Ltd. (“SEL”), a provider of business improvement technical and management training services in the United Kingdom. GPUK acquired 100% ownership of SEL for a purchase price of approximately $3.5 million in cash, subject to post-closing adjustment based on actual net assets. In addition, GPUK may be required to pay the seller up to an additional $1.8 million, contingent upon SEL achieving certain earnings targets, as defined in the purchase agreement, during the one-year period following completion of the acquisition. SEL is included in the Company’s Manufacturing & BPO segment and its results of operations ~~for~~are included in the ~~prior periods presented. The Company continues to provide corporate support services to GSE pursuant to a management services agreement which extends through December 31, 2006 (see Note 10).~~

condensed consolidated financial statements since the date of the acquisition.

The accompanying condensed consolidated balance sheet as of ~~September~~June 30, ~~2006,~~2007, the condensed consolidated statements of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 and ~~2005,~~2006, and the condensed consolidated statements of cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 and ~~2005~~2006 have not been audited, but have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, ~~2005,~~2006, as presented in our Annual Report on Form 10-K ~~dated March 16,~~for the fiscal year ended December 31, 2006. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the ~~2006~~2007 interim period are not necessarily indicative of results to be expected for the entire year. During the nine months ended September 30, 2006, the Company reflected $0.4 million of equity in earnings of a joint venture within other income. In 2005, this amount was reflected in revenue. During the nine months ended September 30, 2005, $0.2 million was reflected in revenue related to this joint venture. Certain ~~other~~ amounts in ~~2005~~2006 have been reclassified to conform with the presentation for ~~2006.~~

2007.

The condensed consolidated financial statements include the operations of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

~~(2)~~GP STRATEGIES CORPORATION AND SUBSIDIARIES ~~Earnings Per Share~~

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

(2)

Earnings Per Share

Basic earnings per ~~common~~ share (EPS) is computed by dividing ~~earnings~~net income by the weighted average number of common shares outstanding during the periods. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

The Company’s dilutive common stock equivalent shares consist of stock options, ~~non-vested~~restricted stock units, and warrants to purchase shares of common stock computed under the treasury stock method, using the average market price during the period. The following table presents instruments which were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the dilutive common stock equivalent shares which were included in the computation of diluted EPS:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2006

2005

2006

2005

(In thousands)

Non-dilutive instruments

577

574

578

574

Dilutive common stock equivalents

898

731

903

811

Three months ended

Six months ended

June 30,

June 30,

2007

2006

2007

2006

(In thousands)

Non-dilutive instruments 597 574 588 579

Dilutive common stock equivalents 596 911 625 906

(3)

Acquisitions

~~(3)~~Sandy Corporation

~~Stock-Based Compensation~~

~~Accounting Standard Adopted~~

On January 23, 2007, General Physics completed the acquisition of Sandy, a leader in custom product sales training and part of the ADP Dealer Services division of ADP. Sandy, which is run as an unincorporated division of General Physics, offers custom sales training and print-based and electronic publications primarily to the automotive industry. General Physics acquired certain assets and the business of Sandy for a final purchase price of $4,393,000 cash paid to ADP from cash on hand and the assumption of certain liabilities to complete contracts. In ~~December 2004,~~addition, General Physics may be required to make payments of up to an additional $8,000,000, contingent upon Sandy achieving certain revenue targets, as defined in the ~~Financial Accounting Standards Board (FASB) issued~~purchase agreement, during the two twelve-month periods following completion of the acquisition. In connection with the acquisition and in accordance with Statement of Financial Accounting ~~Standard~~Standards (SFAS) No. 141, Business Combinations, the Company recorded $679,000 of goodwill, representing the excess of the purchase price over the net tangible and intangible assets. Sandy is reported as a separate business segment and the results of its operations have been included in the condensed consolidated financial statements since the date of acquisition.

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

The purchase price consisted of the following (in thousands):

Cash purchase price	$	4,393
Estimated acquisition costs		964
Total estimated purchase price	$	5,357

The Company’s preliminary purchase price allocation for the net assets acquired is as follows (in thousands):

Inventory	$	783
Prepaid expenses and other current assets		67
Property, plant and equipment, net		134
Intangible assets		6,006
Goodwill		679
Total assets		7,669
Accounts payable, accrued expenses and
other liabilities		1,004
Billings in excess of costs and estimated
earnings on uncompleted contracts		1,308
Total liabilities assumed		2,312
Net assets acquired	$	5,357

The Company recorded customer-related intangible assets as a result of the acquisition, which included $4,701,000 relating to customer lists and relationships acquired to be amortized over an estimated useful life of 12 years, and $1,305,000 relating to contract backlog for future services under firm contracts to be amortized over 14 months subsequent to the acquisition in proportion to the amount of related backlog to be recognized in revenue. During the three and six months ended June 30, 2007, the Company recognized $463,000 and $926,000 of amortization expense for these intangible assets, respectively. The amortization related to the contract backlog intangible asset totaled $365,000 and $763,000 for the three and six months ended June 30, 2007, respectively, and the amortization related to the customer lists and relationships intangible asset totaled $98,000 and $163,000 for the three and six months ended June 30, 2007, respectively.

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

The following unaudited pro forma condensed consolidated results of operations assume that the acquisition of Sandy was completed as of January 1 for each of the interim periods shown below:

	Six months ended
	June 30,
	2007		2006
	(In thousands, except per share amounts)
Revenue	$	121,149	$	123,471
Net income		4,490		3,948
Basic earnings per share		0.27		0.25
Diluted earnings per share		0.26		0.24

The pro forma data above may not be indicative of the results that would have been obtained had the acquisition actually been completed at the beginning of the periods presented, nor is it intended to be a projection of future results.

Smallpeice Enterprises Ltd. (SEL)

On June 1, 2007, General Physics through its wholly owned GPUK subsidiary, completed the acquisition of SEL, a provider of business improvement technical and management training services in the United Kingdom. GPUK acquired 100% ownership of SEL for a purchase price of approximately $3.5 million in cash, subject to post-closing adjustment based on actual net assets, and incurred approximately $0.2 million of acquisition costs. In addition, General Physics may be required to pay the seller up to an additional $1.8 million, contingent upon SEL achieving certain earnings targets, as defined in the purchase agreement, during the one-year period following completion of the acquisition. The Company is currently completing the purchase price allocation among the net tangible and intangible assets. SEL is included in the Company’s Manufacturing & BPO segment and its results of operations are included in the condensed consolidated financial statements since the date of the acquisition. The pro-forma impact of the SEL acquisition is not material to the Company’s results of operations for the three and six months ended June 30, 2007.

(4)

Inventory

Sandy produces brand specific glovebox portfolios, brochures and accessory kits for its customers, which are installed in new cars and trucks at the time of vehicle assembly. Sandy designs these items and outsources their manufacture to suppliers which provide the raw materials, bind and/or sew the portfolio, assemble its contents, and ship the finished product to its customers’ assembly plants. Although the inventory is kept at third party suppliers, the Company has title to the inventory and bears the risk of loss. As of June 30, 2007, the Company had inventories of $814,000, which primarily consisted of raw materials for the glovebox portfolios, brochures and accessory kits.

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

(5)

Stock-Based Compensation

The Company accounts for its stock-based compensation awards under SFAS No. 123R, Share-Based Payment (SFAS No. 123R), which ~~revises SFAS No. 123,~~ ~~Accounting for Stock-Based Compensation~~ ~~(SFAS No. 123), and supersedes Accounting Principles Board Opinion No. 25,~~ ~~Accounting for Stock Issued to Employee~~~~s (APB No. 25), and~~ requires companies to recognize compensation expense for all equity-based compensation awards issued to employees that are expected to vest. The Company adopted SFAS No. 123R on January 1, 2006, using the Modified Prospective Application method without restatement of prior periods. Under this method, the Company began to amortize compensation cost for the remaining portion of its outstanding awards for which the requisite service was not yet rendered as of January 1, 2006. Compensation cost is based on the fair value of ~~those~~ awards as ~~previously disclosed on a pro forma basis under SFAS No. 123. The Company determines~~of the ~~fair value of and accounts for awards that are granted, modified, or settled after January 1, 2006 in accordance with SFAS No. 123R.~~grant date.

The following table ~~presents~~summarizes the ~~impact of SFAS No. 123R on income from continuing operations before income tax~~pre-tax stock-based compensation expense included in reported net income ~~cash flows from operating and financing activities, and basic and diluted earnings per share:~~

(in thousands):

Three Months Ended
September 30, 2006

Nine Months Ended
September 30, 2006

As Reported
Including
SFAS No. 123R
Adoption

Pro-Forma
Excluding
SFAS No. 123R
Adoption

As Reported
Including
SFAS No. 123R
Adoption

Pro-Forma
Excluding
SFAS No. 123R
Adoption

(In thousands, except per share data)

Income from continuing operations before income tax expense

$
2,887

$
2,900

$
8,329

$
8,481

Net income

1,747

1,755

4,861

4,952

Net cash provided by operating activities

3,093

3,093

9,762

9,762

Net cash provided by (used in) financing activities

69

69

(21,554
)
(21,554
)

Earnings per share - basic

0.11

0.11

0.29

0.30

Earnings per share - diluted

0.11

0.11

0.28

0.28

~~Stock-Based Compensation Plans~~

	Three months ended June 30,				Six months ended June 30,
	2007		2006		2007		2006
Non-qualified stock options	$	17	$	64	$	28	$	139
Restricted stock units		99		84		174		159
Board of Director stock grants		23		6		46		12
Total stock-based compensation
expense (pre-tax)	$	139	$	154	$	248	$	310

Pursuant to the Company’s 1973 Non-Qualified Stock Option Plan, as amended (the “Non-Qualified Plan”), and 2003 Incentive Stock Plan (the “2003 Plan”), the Company may grant awards of non-qualified stock options, incentive stock options, restricted stock, stock units, performance shares, performance units and other incentives payable in cash and/or in shares of the Company’s ~~Common Stock~~common stock to officers, employees or members of the Board of Directors. ~~The Company is authorized to grant an aggregate of~~

4,237,515 shares under the Non-Qualified Plan and an aggregate of 2,000,000 shares under the 2003 Plan. The Company may issue new shares or use shares held in treasury to deliver shares to employees for its equity grants or upon exercise of non-qualified stock options.

Under SFAS No. 123R, the Company recognizes compensation expense on a straight-line basis over the requisite service period for stock-based compensation awards with both graded and cliff vesting terms. The Company applies a forfeiture estimate to compensation expense recognized for awards that are expected to vest during the requisite service period, and revises that estimate if subsequent information indicates that the actual forfeitures will differ from the estimate. The Company recognizes the cumulative effect of a change in the number of awards expected to vest in compensation expense in the period of change. The Company does not capitalize any portion of its stock-based compensation.

~~The following table summarizes the stock-based compensation expense included in reported net income under the fair value method in accordance with SFAS No. 123R (in thousands):~~

Three months ended

Nine months ended

September 30,

September 30,

2006

2006

Cost of revenue

$
50

$
260

Selling, general and administrative expenses

40

140

Total stock-based compensation expense (pre-tax)

$
90

$
400

~~Total compensation expense shown in the table above is comprised of the following (in thousands):~~

Three months ended

Nine months ended

September 30,

September 30,

2006

2006

Non-qualified stock options

$
13

$
152

Non-vested stock units

66

225

Board of Director stock grants

11

23

Total stock-based compensation expense (pre-tax)

$
90

$
400

During the three and nine months ended September 30, 2006, the Company recognized a deferred income tax benefit of $32,000 and $151,000, respectively, associated with the compensation expense recognized for these awards. As of ~~September~~June 30, ~~2006,~~2007, the Company had non-qualified stock options, restricted stock, and ~~non-vested~~restricted stock units outstanding under these plans as discussed below.

Non-Qualified Stock Options

Non-qualified stock options are granted with an exercise price not less than the fair market value of the Company’s Common Stock at the date of grant, vest over a period up to ten years, and expire at various terms up to ten years from the date of grant.

Summarized information for the Company’s non-qualified stock options is as follows:

Weighted

average

Weighted

remaining

Aggregate

Number of

average

contractual

intrinsic

Stock Options

options

exercise price

term

value

Outstanding at December 31, 2005

1,411,345

$
4.83

Granted

—

Exercised

(139,569
)
4.96

Forfeited/expired

(26,729
)
4.89

Outstanding and expected to vest at September 30, 2006

1,245,047

$
4.81

1.23

$
3,380,000

Exercisable at September 30, 2006

1,235,406

$
4.79

1.23

$
3,365,000

~~The total intrinsic value realized by participants on~~

						Weighted
				Weighted		average		Aggregate
	Number of			average		remaining		intrinsic
Stock Options	options			exercise price		years		value
Outstanding at December 31, 2006		572,108		$	5.48
Granted		880,000			11.08
Exercised		(304,824	)		5.69
Cancelled/expired		(14,739	)		5.26
Outstanding at June 30, 2007		1,132,545			9.78		5.21	$	1,455,000
Exercisable at June 30, 2007		244,404			5.23		2.41	$	1,411,000

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

During the second quarter of 2007, the Company granted 880,000 non-qualified stock options ~~exercised was $106,000~~to certain key management personnel. The options have an exercise price of $11.08, vest over five years on a graded vesting schedule, and ~~$253,000~~have a contractual term of six years. The per share fair value of the Company’s stock options granted during the ~~three months ended September 30, 2006 and 2005, respectively, and $356,000 and $1,015,000 for~~second quarter of 2007 was $3.14 on the ~~nine months ended September 30, 2006 and 2005, respectively. The Company did not realize a tax benefit related to these stock~~date of grant using the Black-Scholes Merton option ~~exercises due to~~pricing model with the existence of net operating loss carryforwards in these periods. In addition, the Company received cash for the exercise price associated with stock options exercised of $269,000 and $394,000 during the three months ended September 30, 2006 and 2005, respectively, and $686,000 and $1,238,000 during the nine months ended September 30, 2006 and 2005, respectively. following assumptions:

	Six months ended
	June 30, 2007
Expected term		4.75 years
Expected stock price volatility		22.1	%
Risk-free interest rate		4.99	%
Expected dividend yield		—	%

As of ~~September~~June 30, ~~2006,~~2007, the Company had ~~$34,000~~approximately $2,345,000 of unrecognized compensation cost related to the unvested portion of outstanding stock options ~~expected~~ to be recognized ~~through July 2007.~~

on a straight-line basis over the remaining service period of approximately five years.

During the second quarter of 2007, the Company’s President exercised 47,887 outstanding and exercisable stock options and paid the exercise price of the options by having the Company withhold shares of common stock (valued based upon the market value of the Company’s stock on the exercise date) that would otherwise be issued to him upon exercise of the stock options.

~~Non-vested~~Restricted Stock Units

In addition to stock options, the Company issues ~~non-vested~~restricted stock units to key employees and members of the Board of Directors based on meeting certain service goals. The stock units vest to the recipients at various dates, up to five years, based on fulfilling service requirements. In accordance with SFAS No. 123R, the Company recognizes the value of the underlying stock on the date of grant to compensation expense over the requisite service period. Upon vesting, the stock units are settled in shares of the Company’s ~~Common Stock.~~common stock. Summarized share information for the Company’s ~~non-vested~~restricted stock units is as follows:

Weighted

Nine months ended

average

September 30,

grant date

2006

fair value

(In shares)

(In dollars)

Outstanding and unvested, beginning of period

182,000

$
7.54

Granted

14,000

7.42

Vested

—

—

Forfeited

(3,000
)
7.54

Outstanding and unvested, end of period

193,000

$
7.53

	Six months ended			Weighted average
	June 30,			grant date
	2007			fair value
	(In shares)			(In dollars)
Outstanding and unvested, December 31, 2006		181,000		$	7.53
Granted		74,000			8.96
Vested		(70,400	)		7.53
Forfeited		(8,000	)		8.43
Outstanding and unvested, June 30, 2007		176,600		$	8.09

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

During the first quarter of ~~September 30, 2006,~~2007, the Company ~~had unrecognized compensation cost of $923,000 related to the unvested portion of its outstanding~~granted 74,000 restricted stock units ~~expected~~ to ~~be recognized~~key employees in connection with the acquisition of Sandy. The awards had a grant date fair value of $8.96, and vest over a weighted average ~~remaining service~~ period of ~~3.2 years.~~

~~Pro-Forma Information~~

The following table presents the pro-forma effect on net income and earnings per share for all outstanding stock-based compensation awards for the three and nine months ended September 30, 2005 in which the fair value provisions of SFAS No. 123R were not in effect (dollars in thousands, except per share data):

Three months ended

Nine months ended

September 30,

September 30,

2005

2005

Net income – as reported

$
1,042

$
2,730

Add: stock-based compensation expense determined under intrinsic value method and included in reported net income, net of tax

90

125

Deduct: stock-based compensation expense determined under the fair-value-based method for all awards, net of tax

(140
)
(310
)
Pro forma net income

$
992

$
2,545

Net income per share:

Basic – as reported

$
0.06

$
0.15

Basic – pro forma

$
0.05

$
0.14

Diluted – as reported

$
0.05

$
0.14

Diluted – pro forma

$
0.05

$
0.13

~~The per share weighted average fair value of the Company’s stock options granted during the nine months ended September 30, 2005 was $3.35 on~~4.4 years from the date of ~~grant using the Black-Scholes option pricing model~~

grant.

~~with the following weighted average assumptions:~~

(6)	~~Three and nine~~Short-Term Borrowings
	~~months ended~~
	~~September 30,~~
	~~2005~~
~~Expected dividend yield~~	—	%
~~Risk-free interest rate~~	~~3.56~~	%
~~Expected volatility~~	~~53.51~~	%
~~Expected term~~	~~4.0 years~~

The Company estimates the fair value of its stock options on the date of grant using the Black-Scholes option pricing model. The Company estimates the expected term of stock options granted taking into consideration historical data related to stock option exercises. The Company also uses historical data in order to estimate the volatility factor for a period equal to the duration of the expected life of stock options granted. The Company believes that the use of historical data to estimate these factors provides a reasonable basis for these assumptions. The risk-free interest rate for the periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. No stock options were granted during the nine months ended September 30, 2006.

~~(4)~~ ~~Short-Term Borrowings~~

General Physics has a $25 million Financing and Security Agreement, as amended on August 6, 2007 (the ~~”Credit~~“Credit Agreement”), ~~as amended,~~ with a bank that expires on August ~~12, 2007~~31, 2009 with annual renewal options. The Credit Agreement is secured by certain assets of General Physics and provides for an unsecured guaranty from the Company. T~~he Company continued~~ ~~to guarantee GSE’s borrowings under~~

The maximum interest rate on the Credit Agreement (for which $1,500,000 was allocated for use by GSE) subsequent to the spin-off on September 30, 2005. In March 2006, GSE repaid its borrowings in full and ceased to be a borrower under the Credit Agreement. As a result, the Company’s guarantee of GSE’s borrowings was terminated.

~~The interest rate under the Credit Agreement~~ is at the daily LIBOR market index rate plus ~~3.0%~~2.75%. Based upon the financial performance of General Physics, the interest rate can be reduced. As of ~~September~~June 30, ~~2006,~~2007, the rate was LIBOR plus ~~2.5%~~2.50%, which resulted in a rate of approximately 7.8%. The Credit Agreement contains covenants with respect to General Physics’ minimum tangible net worth, total liabilities ratio, leverage ratio, interest coverage ratio and its ability to make capital expenditures. ~~General Physics was in compliance with all loan covenants under the Credit Agreement as of September 30, 2006.~~ The Credit Agreement also contains certain restrictive covenants regarding future acquisitions, incurrence of debt and the payment of dividends. In connection with the acquisition of Sandy, the bank provided a waiver in which it consented to the acquisition and agreed to not test the tangible net worth and total liabilities covenants as of March 31, 2007. General Physics was in compliance with all loan covenants under the amended Credit Agreement as of June 30, 2007. In addition, General Physics is currently restricted from paying dividends or management fees to the Company in excess of $1,000,000 in any year, with the exception ~~of a waiver by~~that the ~~lender which~~amended Credit Agreement permits General Physics to provide cash to the Company to repurchase ~~up to $5 million of additional~~ shares of its outstanding ~~Common Stock (see Note 7).~~

common stock in the open market.

As of ~~September~~June 30, ~~2006,~~2007, General Physics had no$9,102,000 of outstanding borrowings under the Credit Agreement and there was approximately ~~$20,527,000~~$15,728,000 of additional borrowings available ~~borrowings~~ based upon 80% of eligible accounts receivable and 80% of eligible unbilled receivables.

As of December 31, 2006, General Physics had no borrowings outstanding under the Credit Agreement.

~~(5) Long-Term Debt~~GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

(7)

Long-Term Debt

Long-term debt consists of the following (in thousands):

September 30,

December 31,

2006

2005

6% conditional subordinated notes due 2008 (a)

$
7,000

$
7,500

ManTech Note (b)

5,251

5,251

Capital lease obligations

69

93

12,320

12,844

Less warrant related discount, net of accretion

(1,025
)
(1,464
)

11,295

11,380

Less current maturities

(35
)
(71
)

$
11,260

$
11,309

	June 30,			December 31,
	2007			2006
6% conditional subordinated notes due 2008 (a)	$	2,885		$	6,483
ManTech Note (b)		5,251			5,251
Capital lease obligations		90			30
		8,226			11,764
Less warrant related discount, net of accretion		(264	)		(838	)
		7,962			10,926
Less current maturities		(90	)		(30	)
	$	7,872		$	10,896

(a)

~~(a)~~ In August 2003, the Company issued and sold to four Gabelli Funds $7,500,000 aggregate principal amount of 6% Conditional Subordinated Notes due 2008 (the Gabelli Notes) and 937,500 warrants (GP Warrants), each entitling the holder thereof to purchase (subject to adjustment) one share of the Company’s Common Stock at an exercise price of $8.00. The aggregate purchase price for the Gabelli Notes and GP Warrants was $7,500,000.

The Gabelli Notes bear interest at 6% per annum payable semi-annually commencing on December 31, 2003 and mature in August 2008. The Gabelli Notes are secured by a mortgage on the Company’s former property located in Pawling, New York which was distributed to National Patent Development Corporation (NPDC) in connection with its spin-off by the Company on November 24, 2004. In addition, at any time that less than $1,875,000 of the principal amount of the Gabelli Notes is outstanding, the Company may defease the obligations secured by the mortgage and obtain a release of the mortgage by depositing with an agent for the Noteholders bonds or government securities with an investment grade rating by a nationally recognized rating agency which, without reinvestment, will provide cash on the maturity date of the Gabelli Notes in an amount not less than the outstanding principal amount of the Gabelli Notes.

Subsequent to the spin-off of NPDC in 2004 and GSE Systems, Inc. (GSE) in 2005, and in accordance with the anti-dilution provisions of the warrant agreement for stock splits, reorganizations, mergers and similar transactions, the number of GP Warrants was adjusted to 984,116 and the exercise price was adjusted to $5.85 per share. The GP warrants are exercisable at any time until August 2008. The exercise price may be paid in cash, by delivery of the Gabelli Notes, or a combination of the two. During the year ended December 31, 2006, Gabelli exercised 197,823 GP Warrants for a total exercise price of $1,157,000 which was paid in the form of $140,000 cash and delivery of $1,017,000 of the Gabelli Notes and accrued interest thereon. During the three and six months ended June 30, 2007, Gabelli exercised 212,431 and 624,862 GP Warrants, respectively, for a total exercise price of $1,243,000 and $3,655,000, respectively, which was paid in the form of delivery of the Gabelli Notes and accrued interest thereon. As of June 30, 2007, there were 161,431 GP Warrants with an exercise price of $5.85 per share outstanding and exercisable.

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

(b)

In October 2003, the Company issued a five-year 5% note due in full in October 2008 in the principal amount of $5,250,955 to ManTech International. Interest is payable quarterly. Each year during the term of the note, the holder of the note has the option to convert up to 20% of the original principal amount of the note into common stock of the Company at the then market price of the Company’s common stock, but only in the event that the Company’s common stock is trading at $10 per share or more. In the event that less than 20% of the principal amount of the note is converted in any year, such amount not converted will be eligible for conversion in each subsequent year until converted or until the note is repaid in cash.

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

(8)

Stockholders’ Equity

Changes in stockholders’ equity during the Company issued and sold to four Gabelli Funds $7,500,000 aggregate principal amount of 6% Conditional Subordinated Notes due 2008 (the Gabelli Notes) and 937,500 warrants (GP Warrants), each entitling the holder thereof to purchase (subject to adjustment) one share of the Company’s Common Stock at an exercise price of $8.00. The aggregate purchase price for the Gabelli Notes and GP Warrants was $7,500,000.

The Gabelli Notes bear interest at 6% per annum payable semi-annually and mature in August 2008. The Gabelli Notes are secured by a mortgage on the Company’s former property located in Pawling, New York which was distributed to National Patent Development Corporation (NPDC) in connection with its spin-off by the Company on November 24, 2004. In addition, at any time that less than $1,875,000 of the principal amount of the Gabelli Notes is outstanding, the Company may defease the obligations secured by the mortgage and obtain a release of the mortgage by depositing with an agent for the Noteholders bonds or government securities with an investment grade rating by a nationally recognized rating agency which, without reinvestment, will provide cash on the maturity date of the Gabelli Notes in an amount not less than the outstanding principal amount of the Gabelli Notes.

Subsequent to the spin-off of NPDC and GSE and in accordance with the anti-dilution provisions of the warrant agreement for stock splits, reorganizations, mergers and similar transactions, the number of GP Warrants was adjusted to 984,116 and the exercise price was adjusted to $5.85 per share. The GP Warrants are exercisable at any time until August 2008. The exercise price may be paid in cash, by delivery of the Gabelli Notes, or a combination of the two. During the ninesix months ended ~~September~~June 30, 2006, Gabelli exercised 109,376 GP Warrants for a total exercise price of $640,000 which was paid in the form of $140,000 cash and delivery of $500,000 of the Gabelli Notes. As of September 30, 2006, there2007 were ~~874,740 GP Warrants with an exercise price of $5.85 outstanding and exercisable.~~

as follows (in thousands):

												Accumulated			Note
	Common		Additional						Treasury			other			receivable			Total
	stock		paid-in			Accumulated			stock			comprehensive			from			stockholders’
	($0.01 par)		capital			deficit			at cost			loss			stockholder			equity
Balance at December 31, 2006	$	178	$	159,042		$	(65,558	)	$	(13,167	)	$	(640	)	$	(124	)	$	79,731
Net income		-		-			4,401			-			-			-			4,401
Other comprehensive income		-		-			-			-			104			-			104
Repayment of note receivable from stockholder		-		-			-			-			-			124			124
Repurchases of common stock		-		-			-			(1,366	)		-			-			(1,366	)
Stock-based compensation expense				235			-			13			-			-			248
Exercise of warrants by Gabelli		-		(1,124	)		-			4,349			-			-			3,225
Cumulative effect adjustment upon adoption of FIN No. 48		-		-			(98	)		-			-			-			(98	)
Net issuances of treasury stock / other		-		(935	)		-			2,843			-			-			1,908
Balance at June 30, 2007	$	178	$	157,218		$	(61,255	)	$	(7,328	)	$	(536	)	$	-		$	88,277

The fair value of the GP Warrants at the date of issuance was $2,389,000, which reduced long-term debt in the accompanying consolidated balance sheets and is being accreted as additional interest expense using the effective interest rate over the term of the Gabelli Notes. The Gabelli Notes have a yield to maturity of 15.436% based on the discounted value. Accretion charged as interest expense was approximately $119,000 and $110,000 for the three months ended September 30, 2006 and 2005, respectively, and approximately $357,000 and $316,000 for the nine months ended September 30, 2006 and 2005, respectively.

(9)

Comprehensive Income

~~(b)~~ In October 2003, the Company issued a five-year 5% note due in full in October 2008 in the principal amount of $5,250,955 to ManTech International. Interest is payable quarterly. Each year during the term of the note, the holder of the note has the option to convert up to 20% of the original principal amount of the note into Common Stock of the Company at the then market price of the Company’s Common Stock, but only in the event that the Company’s Common Stock is trading at $10 per share or more. In the event that less than 20% of the principal amount of the note is not converted in any year, such amount not converted will be eligible for conversion in each subsequent year until converted or until the note is repaid in cash.

~~(6)~~ ~~Comprehensive Income~~

The following are the components of comprehensive income (in thousands):

Three months ended

Nine months ended

September 30,

September 30,

2006

2005

2006

2005

Net income

$
1,747

$
1,042

$
4,861

$
2,730

Other comprehensive income (loss), net of income taxes

123

(304
)
256

(399
)
Comprehensive income, net of tax

$
1,870

$
738

$
5,117

$
2,331

	Three months ended				Six months ended
	June 30,				June 30,
	2007		2006		2007		2006
Net income	$	2,347	$	1,745	$	4,401	$	3,114
Other comprehensive income		71		166		104		133
Comprehensive income	$	2,418	$	1,911	$	4,505	$	3,247

As of ~~September~~June 30, ~~2006~~2007 and December 31, ~~2005,~~2006, accumulated other comprehensive loss ~~net of tax,~~ was ~~$831,000~~$536,000 and ~~$1,087,000,~~$640,000, respectively, and consisted ~~primarily~~ of foreign currency translation adjustments.

~~(7)~~GP STRATEGIES CORPORATION AND SUBSIDIARIES ~~Capital Stock Restructuring~~

~~On January 19,~~

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

(10)

Income Taxes

In July 2006, the ~~Company completed~~Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 (FIN No. 48). FIN No. 48 prescribes a ~~restructuring of its capital stock, which included~~recognition threshold and measurement attribute for the repurchase of 2,121,500 shares of its Common Stock at a price of $6.80 per share, the repurchase of 600,000 shares of its Class B Stock at a price of $8.30 per share, and the exchange of 600,000 shares of its Class B Stock for 600,000 shares of Common Stock and paymentfinancial statement recognition of a ~~cash premium of $1.50 per exchanged share. The repurchase prices and exchange premium were~~tax position taken or expected to be taken on a tax return. Under FIN No. 48, a tax benefit from an uncertain tax position may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a ~~fairness opinion rendered~~qualifying position under FIN No. 48 would equal the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. FIN No. 48 was effective as of January 1, 2007 for calendar-year companies. In applying the new accounting model prescribed by ~~an independent third party valuation firm. The repurchase~~FIN No. 48, the Company was required to determine and ~~exchange transactions were negotiated and approved by a Special Committee~~assess all material positions existing as of the ~~Board~~adoption date, including all significant uncertain positions, in all tax years, that were still subject to assessment or challenge under relevant tax statutes.

Upon adoption on January 1, 2007, the Company recorded a net decrease of ~~Directors~~$98,000 to retained earnings to reflect the cumulative effect adjustment for FIN No. 48. As of January 1, 2007, the Company had $2,218,000 of unrecognized tax benefits, all of which would impact the effective tax rate if recognized. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of January 1, 2007, the Company had no accrued interest or penalties. The Company and its subsidiaries file income tax returns in the ~~effect of eliminating all outstanding shares of~~U.S. federal jurisdiction, and various state and foreign jurisdictions. With few exceptions, the ~~Company’s Class B Stock. The repurchase~~Company is no longer subject to U.S. federal, state and ~~exchange was financed with approximately $20.3 million of cash on hand.~~

local, or non-U.S. income tax examination by tax authorities for years prior to 2002.

(11)

Business Segments

Prior to the ~~restructuring, the 1,200,000 outstanding shares~~acquisition of ~~Class B Stock collectively represented approximately 41% of the aggregate voting power of~~Sandy on January 23, 2007, the Company ~~since the Class B Stock~~ had ten votes per share. The repurchase of a total of 2,721,500 shares represented approximately 15% of the total outstanding shares of capital stock of the Company. Of the 600,000 Class B shares exchanged for common shares, 568,750 shares were owned by the Chairman of the Executive Committee of the Company.

In connection with the repurchase and exchange transactions, the Board of Directors of the Company authorized the repurchase of up to $5 million of additional common shares from time to time in the open market, subject to prevailing business and market conditions and other factors. General Physics’ lender has permitted General Physics to utilize funds borrowed under the Credit Agreement to provide cash to the Company to repurchase up to $5 million of additional shares of the Company’s outstanding Common Stock (see Note 4). During the three and nine months ended September 30, 2006, the Company repurchased 38,000 and 276,000 shares, respectively, of its Common Stock in the open market for a total cost of approximately $277,000 and $1,939,000, respectively.

~~(8)~~ ~~Business Segments~~

~~The Company has~~ two reportable business ~~segments:~~segments. Subsequent to the acquisition, Sandy is being run as an unincorporated operating group of General Physics. The Company determined that the operations of Sandy constitute a separate reportable business segment and its results of operations are included in the Sandy Sales Training & Marketing segment since the effective date of the acquisition. As of June 30, 2007, the Company’s three reportable business segments are: 1) Process, Energy & Government; ~~and~~ 2) Manufacturing & Business Process Outsourcing (BPO).; and 3) Sandy Sales Training & Marketing. The Company is organized by operating group primarily based upon the ~~services performed and~~ markets served by each ~~group.~~group and the services performed. The ~~reportable business~~Process, Energy & Government and Manufacturing & BPO segments represent an aggregation of the Company’s operating segments in accordance with the aggregation criteria in SFAS No. 131,Disclosures about Segments of an Enterprise and Related Information.

~~The Process, Energy~~(SFAS No. 131), and the Sandy Sales Training & ~~Government~~Marketing segment ~~provides engineering consulting, design and evaluation services regarding facilities,~~represents one operating segment as defined in SFAS No. 131. Below is a description of each of the environment, processes and systems, and staff augmentation, curriculum design and development, and training and technical services primarily to federal and state governmental agencies, large government contractors, petroleum and chemical refining companies, and electric power utilities.

The Manufacturing & BPO segment provides training, curriculum design and development, staff augmentation, e-Learning services, system hosting, integration and help desk support, training and business process outsourcing, and consulting and technical services to large companies in the automotive, pharmaceutical, electronics, and other industries as well as to governmental clients.

~~GSE ceased to be a~~Company’s reportable business ~~segment effective with~~segments.

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

Process, Energy & Government - this segment primarily serves federal and state governmental agencies, large government contractors, petroleum and chemical refining companies, and electric power utilities and provides engineering consulting, design and evaluation services regarding facilities, the environment, processes and systems, and staff augmentation, curriculum design and development, and training and technical services.

Manufacturing & BPO - this segment primarily serves large companies in the automotive, steel, pharmaceutical, electronics, and other industries as well as certain governmental clients and provides training, curriculum design and development, staff augmentation, e-learning services, system hosting, integration and help desk support, business process and training outsourcing, and consulting and technical services.

Sandy Sales Training & Marketing - this segment provides custom sales training and print-based and electronic publications primarily to the automotive industry.

For the ~~spin-off on September 30, 2005 and its results are reported in discontinued operations in the condensed consolidated statements of operations through the effective date of the spin-off.~~ ~~The Company recorded revenues for services provided to GSE primarily pursuant to the management services agreement (see Note 10) of $152,000 and $196,000 for the three~~six months ended ~~September~~June 30, ~~2006~~2007 and ~~2005, respectively, and $453,000 and $525,000 for the nine months ended September 30,~~ 2006, and 2005, respectively. The revenues and expenses related to these services, which were intercompany transactions prior to the spin-off of GSE have been eliminated in the condensed consolidated statements of operations for the three and nine months ended September 30, 2005.

~~For the nine months ended September 30, 2006 and 2005,~~ sales to the United States government and its agencies represented approximately ~~30%~~18% and ~~40%~~32%, respectively, of the Company’s revenue. Revenue from the Department of the Army, which is included in the Process, Energy & Government segment, accounted for approximately ~~13%~~8% and ~~22%~~14% of the Company’s revenue for the ~~nine~~six months ended ~~September~~June 30, 2007 and 2006, respectively.

As a result of the acquisition of Sandy, the Company has a concentration of revenue from General Motors Corporation and ~~2005, respectively. No other customer~~its affiliates (“General Motors”) as well as a market concentration in the automotive sector. Revenue from General Motors accounted for ~~greater than 10%~~approximately 21% of the Company’s revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2006.~~

2007, and revenue from the automotive industry accounted for approximately 31% of the Company’s revenue for the six months ended June 30, 2007.

The Company does not allocate the following corporate items to the segments: other income and interest expense; selling, general and administrative expense; and income tax expense. Inter-segment revenue is eliminated in consolidation and is not significant.

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

The following ~~table sets~~tables set forth the revenue and operating income of each of the ~~Company’s~~Company's operating segments and includes a reconciliation of segment revenue to consolidated revenue and operating income to consolidated income ~~from continuing operations~~ before income tax expense (in thousands):

Three months ended

Nine months ended

September 30,

September 30,

2006

2005

2006

2005

Revenue:

Process, Energy & Government

$
18,910

$
22,208

$
57,821

$
64,328

Manufacturing & BPO

25,141

21,851

75,537

66,950

$
44,051

$
44,059

$
133,358

$
131,278

Operating income:

Process, Energy & Government

$
2,055

$
2,829

$
5,450

$
7,810

Manufacturing & BPO

1,572

719

5,062

1,881

Corporate and other general and administrative expenses

(544
)
(920
)
(1,714
)
(2,087
)

3,083

2,628

8,798

7,604

Interest expense

(376
)
(387
)
(1,233
)
(1,129
)
Other income

180

87

764

141

Income from continuing operations before income tax expense

$
2,887

$
2,328

$
8,329

$
6,616

~~(9)~~ ~~Acquisition~~

~~On February 3, 2006,~~

Three months ended

Six months ended

June 30,

June 30,

Revenue:

2007

2006

2007

2006

Process, Energy & Government $ 16,740 $ 19,238 $ 33,518 $ 38,911
Manufacturing & BPO 28,563 26,541 53,126 50,396
Sandy Sales Training & Marketing 18,355 - 30,557 -
$ 63,658 $ 45,779 $ 117,201 $ 89,307
Operating income:

Process, Energy & Government $ 2,821 $ 1,907 $ 4,752 $ 3,395
Manufacturing & BPO 2,292 1,858 3,753 3,490
Sandy Sales Training & Marketing* (250 ) - 289 -
Corporate and other general and
administrative expenses (548 ) (440 ) (1,056 ) (1,170 )
4,315 3,325 7,738 5,715
Interest expense (387 ) (443 ) (659 ) (857 )
Other income 143 180 514 584
Income before income tax expense $ 4,071 $ 3,062 $ 7,593 $ 5,442

* Operating income for the ~~Company completed the acquisition~~Sandy Sales Training & Marketing segment includes amortization expense of ~~Peters Management Consultancy Ltd. (PMC), a performance improvement~~intangible assets totaling $463,000 and training company in the United Kingdom. The Company acquired 100% ownership of PMC for a purchase price of $1,331,000 in cash, subject to a post-closing adjustment based on actual net equity, plus contingent payments of up to $923,000 based upon the achievement of certain performance targets during the first year following completion of the acquisition. In connection with the acquisition and in accordance with SFAS No. 141, ~~Business Combinations~~, the Company recorded $868,000 of goodwill, representing the excess of the purchase price over the fair value of the net tangible assets acquired and $133,000 of third party acquisition costs, and $200,000 of customer-related intangible assets. PMC is included in the Company’s Manufacturing & BPO segment and its results are included in the condensed consolidated financial statements since the date of acquisition. The pro-forma impact of the PMC acquisition is not material to the Company’s results of operations$926,000 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007, respectively.

(12)

Related Party Transactions

Loans

On April 1, 2002, Jerome I. Feldman, the Company’s then Chief Executive Officer (CEO), entered into an incentive compensation agreement with the Company pursuant to which he was eligible to receive from the Company up to five payments of $1,000,000 each, based on the closing price of the Company’s Common Stock sustaining or averaging increasing specified levels over periods of at least 10 consecutive trading days. On June 11, 2003, July 23, 2003, December 22, 2003, November 3, 2004 and ~~2005.~~

December 10, 2004, he earned an incentive payment of $1,000,000 each. The ~~Company’s purchase price allocation~~Company recorded compensation expense of $2,000,000 and $3,000,000 for the ~~net assets acquired is as follows:~~

Cash

$
845

Accounts receivable and other current assets

840

Property, plant and equipment, net

88

Goodwill

868

Intangible assets

200

Total assets

2,841

Accounts payable, accrued expenses and other liabilities

723

Billings in excess of costs and estimated earnings on uncompleted contracts

654

Total liabilities assumed

1,377

Net assets acquired

$
1,464

~~(10)~~ ~~Related Party Transactions~~

~~Loans~~

~~As of September 30, 2006 and~~years ended December 31, ~~2005,~~2004 and 2003, respectively, for this incentive compensation. Under the terms of the incentive compensation agreement, Mr. Feldman deferred payment of the incentive payments until May 31, 2007.

GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

To the extent there were any outstanding loans from the Company to the CEO at the time an incentive payment was payable, the Company had ~~a note receivable from~~ the ~~Company’s Chairman~~right to off-set the payment of such incentive payment first against the ~~Executive Committee~~outstanding accrued interest under such loans and ~~former Chief Executive Officer of approximately $124,000~~next against any outstanding principal. On May 31, 2007, the Company applied the entire deferred incentive compensation earned by the CEO during 2004 and ~~$619,000, respectively. The proceeds~~ of2003 against the ~~original note were used primarily~~unpaid accrued interest and principal on his outstanding loans which had been issued to him previously to exercise stock options to purchase Class B Common Stock. of the Company.

The ~~note bears~~notes bore interest at the prime rate and iswere secured by certain assets owned by him. All unpaid principal and accrued interest on the ~~note is~~loans were due on May 31, 2007. ~~In addition, as~~As of ~~December~~May 31, ~~2005,~~2007, the Company had ~~other employee advances, unsecured loans~~notes receivable and accrued interest from Mr. Feldman of approximately $207,000 after offsetting his deferred incentive compensation earned in 2004 and 2003, as discussed above. Mr. Feldman repaid the outstanding note receivable ~~from him, totaling $353,000. On January 19, 2006, he repaid approximately $853,000 of $972,000 of total indebtedness (including principal~~balance and ~~interest)~~accrued interest owed by him to the Company

in cash during the second quarter of 2007.

Management Services Agreement Between NPDC and the Company

Prior to the spin-off of NPDC in 2004, NPDC was a wholly-owned subsidiary of the Company. In connection with the spin-off, NPDC entered into a separate management agreement with the Company pursuant to which the Company has provided certain general corporate services to NPDC and has been reimbursed for such services. The term of the agreement extends for three years from the date of the spin-off, or through November 24, 2007, and may be terminated by either NPDC or the Company on or after July 30, 2006 with 180 days prior written notice. The Company charged NPDC approximately $139,000 and $230,000 for the three months ended June 30, 2007 and 2006, respectively, and $352,000 and $458,000 for the six months ended June 30, 2007 and 2006, respectively, for services under the management agreement, which are reflected as reductions of selling, general and administrative expense in the accompanying condensed consolidated statements of operations.

(13)

Guarantees

Subsequent to the spin-off of NPDC, the Company continued to guarantee certain obligations of NPDC’s subsidiaries, Five Star Products, Inc. (“Five Star”) and MXL Industries, Inc. (“MXL”). The Company guaranteed certain operating leases for Five Star’s New Jersey and Connecticut warehouses, totaling approximately $1,589,000 per year through March 31, 2007. The leases have been extended and now expire in the first quarter of 2009. The annual rent obligations are currently approximately $1,600,000. In connection with the spin-off of NPDC by the Company, NPDC agreed to assume the Company’s obligation under such guarantees, to use commercially reasonable efforts to cause the Company to be released from each such guaranty, and to hold the Company harmless from all claims, expenses and liabilities connected with the leases or NPDC’s breach of any agreements effecting the spin-off. The Company has not received confirmation that it has been released from these guarantees.

The Company also guarantees the repayment of a debt obligation of MXL, which is secured by property and certain equipment of MXL. The aggregate outstanding balance of MXL’s debt obligation as of June 30, 2007 was $1,055,000. The Company’s guarantee expires upon the maturity of the debt obligation in March 2011.

~~using~~GP STRATEGIES CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2007

(Unaudited)

(14)

Litigation

In November 2004, an arbitrator awarded the ~~proceeds he received from the Class B exchange transaction (see Note 7). As of September 30, 2006, the aggregate amount of indebtedness (including principal~~Company $12,274,000 in damages and ~~accrued interest) outstanding under the note was $166,000.~~

~~Management Services Agreement Between NPDC and the Company~~

In$6,016,000 in interest in connection with the ~~spin-off, NPDC entered into~~Company’s 1998 acquisition of Learning Technologies from various subsidiaries (“Systemhouse”) of MCI Communications Corporation (“MCI”) which were subsequently acquired by Electronic Data Systems Corporation (“EDS”). EDS made a ~~separate management agreement with~~payment of $18,428,000 which included post-award interest of $139,000 to satisfy its obligation under the ~~Company pursuant to which the Company provides certain general corporate services to NPDC.~~arbitration award. The Company ~~has four employees, including the Chief Executive Officer~~recognized a gain on arbitration settlement, net of legal fees and Chief Legal Officer, who provide services to NPDC under the management services agreement, for which the Company is reimbursed for such services. Services under the agreement relate to executive financial services, corporate legal services, corporate secretarial administrative support, and executive management consulting. The termexpenses of the agreement extends for three years from the date of the spin-off, or through November 24, 2007, and may be terminated by either NPDC or the Company on or after July 30, 2006 with 180 days prior written notice, with the exception of the portion of the management fee relating to compensation for NPDC’s Chief Executive Officer for which NPDC is liable through May 31, 2007 pursuant to his employment agreement. NPDC pays the Company an annual fee of $934,000 as compensation for these services, payable$13,660,000 in equal monthly installments. For the three and nine months ended September 30, 2006, the Company charged NPDC approximately $234,000 and $692,000, respectively, for services under the management agreement, which is included as a reduction of selling, general and administrative expenses in the condensed consolidated statements of operations.

NPDC continues to occupy a portion of corporate office space leased by the Company. Pursuant to the management services agreement, NPDC compensates the Company for use of this space. The Company’s lease extends through December 31, 2006.

~~Management Services Agreement Between GSE and the Company~~

Pursuant to a management services agreement, the Company provides corporate support services to GSE. GSE pays the Company an annual fee of $685,000 for these services and can terminate the agreement by providing sixty days written notice. The management services agreement can be renewed by GSE upon mutual agreement for successive one-year terms and was renewed through December 31, 2006.

~~(11) Guarantees~~

Subsequent to the spin-off of NPDC, the Company continues to guarantee certain obligations of NPDC’s subsidiaries, Five Star Products, Inc. (“Five Star”) and MXL Industries, Inc. (“MXL”). The Company guarantees certain operating leases for Five Star’s New Jersey and Connecticut warehouses, totaling approximately $1,589,000 per year through the first quarter of 2007. The Company also guarantees the repayment of one debt obligation of MXL, which is secured by property and certain equipment of MXL. As of September 30, 2006, the aggregate outstanding balance of this obligation was $1,130,000. The Company’s guarantee expires upon the maturity of the debt obligation in March 2011.

2004.

~~(12)~~ ~~Litigation~~

In November 2005, the Company settled its remaining fraud claims against ~~Electronic Data Systems Corporation (EDS)~~EDS and Systemhouse in connection with the ~~Company’s 1998~~ acquisition of Learning Technologies. Pursuant to the settlement, EDS made a cash payment to the Company in the amount of $9,000,000 in December 2005. The Company recognized a gain on the litigation settlement, net of legal fees and expenses, of approximately $5,552,000 in the fourth quarter of 2005. In accordance with a spin-off agreement with NPDC, the Company made an additional capital contribution to NPDC ~~for~~of approximately $1,201,000 of the settlement proceeds, which was accounted for as a component of the net assets distributed to NPDC in connection with the spin-off, through a reduction of additional paid-in capital in 2005. The Company did not transfer cash to NPDC for this additional capital contribution, but instead is offsetting the management fee charges due from NPDC against the payable to NPDC (see Note 10). As of September 30, 2006, the Company has a remaining payable to NPDC of $476,000 for this additional capital contribution, which is included in accounts payable and accrued expenses on the condensed consolidated balance sheet.

proceeds.

The Company’s original fraud action included MCI ~~Communications Corporation (MCI)~~ as a defendant. The fraud action against MCI had been stayed as a result of MCI’s bankruptcy filing in 2002, and the Company’s claims against MCI were not tried or settled with the claims against EDS and Systemhouse. On December 13, 2005, the Bankruptcy Court heard arguments on a summary judgment motion that MCI had made before filing for bankruptcy. On September 12, 2006, the Bankruptcy Court asked the parties to submit further briefs concerning whether the summary judgment motion should be decided based on the standard applicable to such motions under state or federal law. A decision on the motion for summary judgment has not been issued. Pursuant to the spin-off agreement with NPDC, the Company will contribute to NPDC 50% of any proceeds received, net of legal fees and taxes, with respect to the litigation claims.

The Company is not a party to any legal proceeding, the outcome of which is believed by management to have a reasonable likelihood of having a material adverse effect upon the financial condition and operating results of the Company.

~~(13)~~ ~~Accounting Standards Issued~~

~~In July 2006, the FASB issued FASB Interpretation No. 48,~~ ~~Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109~~ (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under FIN 48, a tax benefit from an uncertain tax position may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under FIN 48 would equal the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. FIN 48 will be effective as of January 1, 2007 for calendar-year companies. In applying the new accounting model prescribed by FIN 48, companies will need to determine and assess all material positions existing as of the adoption date, including all significant uncertain positions, in all tax years, that are still subject to assessment or challenge under relevant tax statutes. The Company is currently evaluating the impact of adopting this new accounting standard on its consolidated financial statements.

~~In September 2006, the SEC issued Staff Accounting Bulletin No. 108,~~ ~~Considering the Effects~~

(15)

Subsequent Event

In August 2007, the Company’s Board of ~~Prior Year Misstatements when Quantifying Misstatements~~Directors authorized the Company to repurchase up to an additional $5 million of its common stock in ~~Current Year Financial Statements~~ ~~(SAB No. 108)~~. ~~SAB No. 108 addresses how~~ the ~~effects of prior year uncorrected misstatements should be considered when quantifying misstatements~~open market under the buyback program which was previously authorized and announced in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. The Company is required to adopt SAB No. 108 for its annual financial statements for the fiscal year ending December 31,January 2006. The Company is currently evaluating the impact of SAB No. 108, but at this time does not expect its adoption to have a material impact on its consolidated financial statements for its fiscal year ending December 31, 2006.

~~In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157,~~ ~~Fair Value Measurements~~ (SFAS No. 157), which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS No. 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted. The Company is currently evaluating the impact of SFAS No. 157, but at this time does not expect its adoption to have a material impact on its consolidated financial statements.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

General Overview

The Company’s business consists of its core operating subsidiary, General Physics, a global training, engineering, and consulting company that seeks to improve the effectiveness of organizations by providing training, ~~and e-Learning solutions,~~ management consulting, e-learning solutions and engineering services and products that are customized to meet the specific needs of clients. Clients include Fortune ~~1000~~500 companies and manufacturing, process and energy companies and other commercial and governmental customers. General Physics is a global leader in performance improvement, with four decades of experience in providing solutions to optimize workforce performance.

~~The~~Prior to the acquisition of Sandy Corporation (“Sandy”) on January 23, 2007, the Company ~~has~~had two reportable business ~~segments:~~segments. Subsequent to the acquisition, Sandy is run as an unincorporated operating group of General Physics. The Company determined that the operations of Sandy constitute a separate reportable business segment and its results of operations are included in the Sandy Sales Training & Marketing segment since the effective date of the acquisition. As of June 30, 2007, the Company’s three reportable business segments are: 1) Process, Energy & Government; ~~and~~ 2) Manufacturing & Business Process Outsourcing (BPO):

·; and 3) Sandy Sales Training & Marketing. The Company is organized by operating group primarily based upon the markets served by each group and the services performed. The Process, Energy & Government ~~– this segment provides engineering consulting, design~~ and evaluation services regarding facilities, the environment, processes and systems, and staff augmentation, curriculum design and development, and training and technical services primarily to federal and state governmental agencies, large government contractors, petroleum and chemical refining companies, and electric power utilities.

· Manufacturing & BPO - this segment provides training, curriculum design and development, staff augmentation, e-Learning services, system hosting, integration and help desk support, training and business process outsourcing, and consulting and technical services to large companies in the automotive, steel, pharmaceutical, electronics, and other industries as well as to governmental clients.

Significant Events of 2006

~~Capital Stock Restructuring~~

On January 19, 2006, the Company completed a restructuring of its capital stock, which included the repurchase of 2,121,500 shares of its Common Stock at a price of $6.80 per share, the repurchase of 600,000 shares of its Class B Stock at a price of $8.30 per share, and the exchange of 600,000 shares of its Class B Stock for 600,000 shares of Common Stock and payment of a cash premium of $1.50 per exchanged share. The repurchase prices and exchange premium were based on a fairness opinion rendered bysegments represent an independent third party valuation firm. The repurchase and exchange transactions were negotiated and approved by a Special Committee of the Board of Directors and had the effect of eliminating all outstanding sharesaggregation of the Company’s ~~Class B Stock.~~

~~Prior to~~operating segments in accordance with the ~~restructuring,~~aggregation criteria in Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS No. 131), and the ~~1,200,000 outstanding s hares of Class B Stock collectively represented approximately 41%~~Sandy Sales Training & Marketing segment represents one operating segment as defined in SFAS No. 131.

The following is a description of the aggregate voting power of the Company since the Class B Stock had ten votes per share. The repurchase of a total of 2,721,500 shares represented approximately 15% of the total outstanding shares of capital stock of the Company. Approximately $20.3 million was required for the repurchase and exchange and was financed with cash on hand. See Note 7 to the accompanying condensed consolidated financial statements for further details regarding the repurchase and exchange transaction.

Company’s three reportable business segments:

Sandy Sales Training & Marketing - this segment provides custom sales training and print-based and electronic publications primarily to the automotive industry.

Significant Events in 2007

Acquisitions

Sandy Corporation

On January 19, 2006, the Board of Directors also approved, subject to stockholder approval, a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to eliminate the authorized shares of Class B Capital Stock (the “Amendment”). At its annual meeting on September 14, 2006, the stockholders voted to approve the Amendment (See Part II, Item 4, Submission of Matters to a Vote of Security Holders). The

~~Amendment was filed with the Delaware Secretary of State and was effective September 15, 2006.~~

~~Acquisition~~

~~On February 3, 2006, the Company~~23, 2007, General Physics completed the acquisition of ~~Peters Management Consultancy~~certain operating assets and the business of Sandy, a leader in custom product sales training and part of the ADP Dealer Services division of ADP. The Sandy business is run as an unincorporated division of General Physics. Sandy offers custom sales training and print-based and electronic publications primarily to the automotive industry. The final purchase price consisted of approximately $4.4 million in cash paid to ADP from cash on hand and the assumption by General Physics of certain liabilities to complete contracts. In addition, General Physics may be required to pay ADP up to an additional $8.0 million, contingent upon Sandy achieving certain revenue targets, as defined in the purchase agreement, during the two twelve-month periods following the completion of the acquisition.

The preliminary estimated purchase price consists of the following (in thousands):

Cash purchase price	$	4,393
Estimated acquisition costs		964
Total estimated purchase price	$	5,357

The Company’s preliminary purchase price allocation for the net assets acquired is as follows (in thousands):

Inventory	$	783
Prepaid expenses and other current assets		67
Property, plant and equipment, net		134
Intangible assets		6,006
Goodwill		679
Total assets		7,669
Accounts payable, accrued expenses and
other liabilities		1,004
Billings in excess of costs and estimated
earnings on uncompleted contracts		1,308
Total liabilities assumed		2,312

Net assets acquired	$	5,357

The following unaudited pro forma condensed consolidated results of operations assume that the acquisition of Sandy was completed as of January 1 for each of the interim periods shown below:

	Six months ended
	June 30,
	2007		2006
	(In thousands, except per share amounts)
Revenue	$	121,149	$	123,471
Net income		4,490		3,948
Basic earnings per share		0.27		0.25
Diluted earnings per share		0.26		0.24

Smallpeice Enterprises Ltd. ~~(PMC)~~(SEL)

On June 1, 2007, General Physics through its wholly owned GPUK subsidiary, completed the acquisition of Smallpeice Enterprises Ltd. (“SEL”), a ~~performance~~provider of business improvement technical and management training ~~company~~services in the United Kingdom. ~~The Company~~GPUK acquired 100% ownership of ~~PMC~~SEL for a purchase price of ~~$1.3~~approximately $3.5 million in cash, subject to a post-closing adjustment based on actual net ~~equity, plus contingent payments~~assets, and incurred approximately $0.2 million of acquisition costs. In addition, General Physics may be required to pay the seller up to ~~$0.9~~an additional $1.8 million, ~~based~~contingent upon SEL achieving certain earnings targets, as defined in the ~~achievement of certain performance targets~~purchase agreement, during the ~~first year~~one-year period following completion of the acquisition. ~~PMC~~The Company is currently completing the purchase price allocation among the net tangible and intangible assets. SEL is included in the Company’s Manufacturing & BPO segment and its results of operations are included in the ~~accompanying~~ condensed consolidated financial statements since the date of the acquisition.

~~Operating Highlights~~

~~Three~~ The pro-forma impact of the SEL acquisition is not material to the Company’s results of operations for the three and six months ended ~~September~~June 30, 2007.

Operating Highlights

Three Months ended June 30, 2007 Compared to the Three Months ended June 30, 2006 ~~compared to~~

For the three months ended ~~September~~June 30, ~~2005~~

~~For the quarter ended September 30, 2006,~~2007, the Company had ~~net~~ income before income tax expense of ~~$1.7~~$4.1 million ~~or $0.11 per diluted share,~~ compared to ~~$1.0~~$3.1 million ~~or $0.05 per diluted share,~~ for the ~~quarter~~three months ended ~~September~~June 30, ~~2005.~~2006. The improved results ~~were~~are primarily due to ~~an increase in~~increased operating income, ~~from continuing operations,~~ the components of which are discussed below. In connection with its share repurchase program, the Company repurchased 37,500 shares of common stock in ~~detail below, offset by a loss from discontinued operations of~~the open market during the three months ended June 30, 2007 for approximately $0.4 million in ~~2005~~cash. As of June 30, 2007, there was approximately $0.5 million remaining to be used for repurchases under the original $5 million buyback program which ~~did not recur~~was authorized in January 2006. In ~~addition,~~August 2007, the ~~increase in diluted earnings per~~Company’s Board of Directors authorized an additional $5 million of future share ~~is partially attributable to~~repurchases under the ~~decrease in common shares outstanding during the third quarter of 2006 compared to the third quarter of 2005 as a result of the capital stock restructuring discussed above.~~

buyback program.

Revenue

(Dollars in thousands)

Three months ended

September 30,

2006

2005

Process, Energy & Government

$
18,910

$
22,208

Manufacturing & BPO

25,141

21,851

$
44,051

$
44,059

	Three months ended
	June 30,
	2007		2006

Process, Energy & Government	$	16,740	$	19,238
Manufacturing & BPO		28,563		26,541
Sandy Sales Training & Marketing		18,355		-
	$	63,658	$	45,779

Process, Energy & Government revenue decreased ~~$3.3~~$2.5 million or ~~14.9%~~13.0% during the ~~third~~second quarter of ~~2006~~2007 compared to the ~~third~~second quarter of ~~2005.~~2006. The decrease in revenue is primarily due to a ~~$10.0~~$1.8 million revenue decrease due to the completion of chemical demilitarization projects during 2006 and a $1.6 million decrease in revenue from hurricane recovery services during the second quarter of 2007 compared to the second quarter of 2006. In addition, there was a $0.5 million decline in ~~government~~revenue funding for the Domestic Preparedness Equipment Technical Assistance Program (DPETAP) ~~which resulted in a decrease in revenue of $2.3 million~~ during the ~~third~~second quarter of ~~2006 compared~~2007, offset by an increase of $0.3 million of revenue for state emergency awareness training services. There were also net decreases of $0.2 million for services provided to ~~the third quarter of 2005. In addition, there were decreases in revenue from various~~energy and other ~~governmental and energy~~ customers ~~of $3.5 million during the third quarter of 2006 compared to the third quarter of 2005~~ primarily due to ~~the completion of several~~ contracts concluding in ~~2006.~~late 2006 and early 2007. These decreases ~~in revenue~~ were offset by an increase of $1.3 million in ~~hurricane recovery~~engineering and training services ~~revenue of $1.0 million~~for petroleum and ~~a net increase in revenue of $1.5 million related to various new contracts during the third quarter of 2006 compared to the third quarter of 2005~~.

refining customers.

Manufacturing & BPO revenue increased ~~$3.3~~$2.0 million or ~~15.1%~~7.6% during the ~~third~~second quarter of ~~2006~~2007 compared to the ~~third~~second quarter of ~~2005.~~ 2006. The increase in revenue is due to ~~the following:~~ a ~~$1.9~~$0.6 million net increase ~~due to~~in the expansion of business process outsourcing services with new and existing customers. This net increase is comprised of $2.2 million of net increases with new and existing customers, offset by a ~~$1.2~~decrease in revenue of $1.6 million ~~increase~~

from a BPO client in 2007 due to a reduction in scope. In addition, revenue from our ~~international~~ operations in the United Kingdom ~~primarily resulting from~~increased $1.0 million due to expansion of BPO and technical training services and the ~~PMC~~ acquisition of SEL which contributed $0.6 million in ~~February~~revenue during the second quarter of 2007. Other revenue increases during the second quarter of 2007 compared to the second quarter of 2006 ~~a $0.7 million~~included an increase in ~~lean manufacturing~~training and consulting services awith steel customers of $0.4 million ~~increase in other technical services provided primarily to a pharmaceutical customer,~~ and net increases in technical training services with various customers of $0.4 ~~million on various other contracts.~~million. These net increases in revenue were offset by a ~~$1.3~~$0.4 million net revenue decrease in ~~government e-Learning~~e-learning implementation and content development services primarily due to fewer implementations taking place during the ~~third~~second quarter of ~~2006~~2007 compared to the ~~third~~second quarter of ~~2005.~~

2006.

The acquisition of Sandy resulted in an increase in revenue of $18.4 million during the second quarter of 2007. The results of Sandy’s operations have been included in the Company’s consolidated statements of operations since the completion of the acquisition on January 23, 2007. The Company may experience significant quarterly fluctuations in revenue and income related to Sandy’s publications business, since revenue and cost on publication contracts are recognized in the period in which the publications ship, based on the output method of performance. Shipments occur at various times throughout the year and the volume of publications shipped could fluctuate from quarter to quarter.

Gross Profit

(Dollars in thousands)

Three months ended

September 30,

2006

2005

% Revenue

% Revenue

Process, Energy & Government

$
3,449

18.2
%
$
4,310

19.4
%
Manufacturing & BPO

3,461

13.8
%
2,378

10.9
%

$
6,910

15.7
%
$
6,688

15.2
%

	Three months ended
	June 30,
	2007					2006
			% Revenue					% Revenue
Process, Energy & Government	$	3,692		22.1	%	$	3,262		17.0	%
Manufacturing & BPO		4,099		14.4	%		3,695		13.9	%
Sandy Sales Training & Marketing		1,513		8.2	%		—		—
	$	9,304		14.6	%	$	6,957		15.2	%

Process, Energy & Government gross profit of ~~$3.4~~$3.7 million or ~~18.2%~~22.1% of revenue for the ~~third~~second quarter of ~~2006 decreased~~2007 increased by ~~$0.9~~$0.4 million or ~~20.0%~~13.2% when compared to gross profit of ~~$4.3~~approximately $3.3 million or ~~19.4%~~17.0% of revenue for the ~~third~~second quarter of ~~2005.~~2006. This ~~decrease~~increase in gross profit is primarily attributable to revenue and margin increases on petroleum and refining projects due to both direct costs and indirect overhead costs increasing at a ~~decline in~~ ~~government funding for~~lower rate than the ~~DPETAP contract~~revenue growth on these projects during the second quarter of 2007 compared to the second quarter of 2006. Costs were also reduced to re-align with the declining revenue streams experienced by the other areas within this segment as discussed above. The gross profit increase on the petroleum and ~~other~~refining projects combined with these cost reductions more than offset the revenue decreases in ~~revenue discussed above.~~

this segment.

Manufacturing & BPO gross profit of ~~$3.5~~$4.1 million or ~~13.8%~~14.4% of revenue for the ~~third~~second quarter of ~~2006~~2007 increased by ~~$1.1~~$0.4 million or ~~45.5%~~10.9% when compared to gross profit of ~~$2.4~~approximately $3.7 million or ~~10.9%~~13.9% of revenue for the ~~third~~second quarter of ~~2005.~~2006. This increase in gross profit is primarily attributable to an overall increase in revenue and improved margins primarily from business process outsourcing, ~~lean manufacturing~~e-learning and ~~other technical services, as well as~~ international ~~growth during~~customers.

Sandy Sales Training and Marketing gross profit was $1.5 million or 8.2% of revenue for the ~~third~~second quarter of ~~2006 compared to~~2007. The results of Sandy’s operations have been included in the ~~third quarter~~Company’s consolidated statements of ~~2005. Additionally, infrastructure costs have not increased at~~operations since the ~~same rate as our revenue growth for this segment, resulting in increased profitability~~.

completion of the acquisition on January 23, 2007.

Selling, General and Administrative Expenses

SG&A ~~decreased $0.2~~expenses increased $1.4 million or ~~5.7%~~37.4% from ~~$4.1~~$3.6 million for the ~~third~~second quarter of ~~2005~~2006 to ~~$3.8~~$5.0 million for the ~~third~~second quarter of ~~2006.~~2007. The ~~decrease~~increase is primarily due to ~~a decrease~~the following increases in ~~legal~~SG&A expenses during the ~~third~~second quarter of ~~2006~~2007 compared to the ~~third~~second quarter of ~~2005.~~

2006: an increase in amortization expense of $0.5 million related to intangible assets recorded in connection with the acquisition of Sandy, an increase in labor, benefits and facilities expense of $0.4 million primarily due to the Sandy acquisition, increases in accounting, legal and board of director fees of approximately $0.2 million, expenses associated with a new financial system implementation of $0.1 million, a restructuring charge of $0.1 million during the second quarter of 2007 relating to a facility lease in the United Kingdom, and an increase in bad debt expense of $0.1 million.

Interest Expense

Interest expense was $0.4 million for both the ~~third~~second quarter of 2007 and 2006. The decrease of $56,000 is primarily due to a decrease in interest expense related to the Gabelli Notes as a result of warrant exercises by Gabelli Funds during 2007 and the second half of 2006 ~~and 2005.~~

~~Other Income~~

~~Other income was $0.2 million for~~which resulted in a decrease in the ~~third~~principal balance of the debt (see Note 7 to the accompanying condensed consolidated financial statements), as well as a decrease in amortization of deferred financing costs during the second quarter of ~~2006~~2007 compared to ~~$0.1 million for~~ the ~~third~~second quarter of ~~2005.~~2006. The decrease in interest expense was slightly offset by an increase ~~was primarily~~in interest expense due to an increase in short-term borrowings under the Credit Agreement during the second quarter of 2007 compared to the second quarter of 2006.

Other Income

Other income was $0.1 million for the second quarter of 2007 compared to $0.2 million for the second quarter of 2006. The decrease of $37,000 is primarily due to a decrease in income from a joint venture during the third quarter of 2006 compared to the third quarter of 2005. Other income for the third quarter of 2006 includes $0.1 million of equity in earnings of a joint venture, for which an immaterial amount was included in revenue during the third quarter of 2005.

venture.

Income Tax Expense

Income tax expense was ~~$1.1~~$1.7 million for the ~~third~~second quarter of ~~2006~~2007 compared to ~~$0.9~~$1.3 million for the ~~third~~second quarter of ~~2005. This~~2006. The increase is due to increased income ~~from continuing operations~~ before income tax expense for the ~~third~~second quarter of ~~2006~~2007 compared to the ~~third~~second quarter of ~~2005.~~2006. The effective income tax rate was 42.3% and 43.0% for the three months ended June 30, 2007 and 2006, respectively. Income tax expense for ~~interim~~the quarterly periods is based on an estimated annual effective tax rate which includes the federal and state statutory rates, permanent differences, and other items that may have an impact on income tax expense.

~~Nine~~Six Months ended June 30, 2007 Compared to the Six Months ended June 30, 2006

For the six months ended ~~September~~June 30, ~~2006 compared to the nine months ended September 30, 2005~~

~~For the nine months ended September 30, 2006,~~2007, the Company had ~~net~~ income before income tax expense of ~~$4.9~~$7.6 million ~~or $0.28 per diluted share,~~ compared to ~~$2.7~~$5.4 million ~~or $0.14 per diluted share,~~ for the ~~same period in 2005.~~six months ended June 30, 2006. The improved results ~~were~~are primarily due to ~~an increase in~~increased operating income ~~from continuing operations,~~of $2.0 million, the components of which are discussed below. In connection with its share repurchase program, the Company repurchased 145,000 shares of common stock in ~~detail below, offset by a loss from discontinued operations of $1.0~~the open market during the six months ended June 30, 2007 for approximately $1.4 million in ~~2005~~cash. As of June 30, 2007, there was approximately $0.5 million remaining to be used for repurchases under the original $5 million buyback program which ~~did not recur~~was authorized in January 2006. In ~~addition,~~August 2007, the ~~increase~~Company’s Board of Directors authorized an additional $5 million of future share repurchases under the buyback program.

Revenue

(Dollars in ~~diluted earnings per share is partially attributable to the decrease in common shares outstanding~~thousands)

	Six months ended
	June 30,
	2007		2006

Process, Energy & Government	$	33,518	$	38,911
Manufacturing & BPO		53,126		50,396
Sandy Sales Training & Marketing		30,557		-
	$	117,201	$	89,307

Process, Energy & Government revenue decreased $5.4 million or 13.9% during the ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 compared to the same period in ~~2005 as a result of the capital stock restructuring discussed above, and repurchases of 276,000 common shares in the open market during the nine months ended September 30,~~ 2006.

~~Revenue~~

~~(Dollars in thousands)~~

Nine months ended

September 30,

2006

2005

Process, Energy & Government

$
57,821

$
64,328

Manufacturing & BPO

75,537

66,950

$
133,358

$
131,278

~~Process, Energy & Government revenue decreased $6.5 million or 10.1% during the nine months ended September 30, 2006 compared to the same period in 2005.~~ The decrease in revenue is primarily due to a ~~$10.0 million decline in~~ ~~government funding for the DPETAP contract which resulted in a~~ decrease in revenue of ~~$7.7~~$4.5 million due to the completion of chemical demilitarization projects during 2006 and a $2.7 million decrease in hurricane recovery services during the ~~nine months ended September 30, 2006~~first half of 2007 compared to the same period in ~~2005.~~2006. In addition, there was a ~~scheduling delay on an environmental engineering contract resulted in a decrease~~$1.1 million decline in revenue ~~of $3.5 million~~funding for the Domestic Preparedness Equipment Technical Assistance Program (DPETAP) during the ~~nine~~first half of 2007, offset by an increase of $0.5 million of revenue for state emergency awareness training services. There were also net decreases of $1.0 million for services provided to energy and other customers primarily due to contracts concluding in late 2006 and early 2007. These decreases were offset by a net increase of $0.9 million for construction jobs primarily for liquefied natural gas (LNG) facilities, and an increase of $2.5 million in engineering and training services for petroleum and refining customers.

Manufacturing & BPO revenue increased $2.7 million or 5.4% during the six months ended ~~September~~June 30, ~~2006~~2007 compared to the same period in 2005. There were also net decreases in revenue of $0.6 million on various energy and other government contracts. These decreases were offset by an increase in hurricane recovery services revenue of $3.9 million, an increase in chemical demilitarization training support services of $0.6 million, and an increase in revenue of $0.8 million related to a liquefied natural gas (LNG) fueling station project during the nine months ended September 30, 2006 compared to the same period in 2005.

~~Manufacturing & BPO revenue increased $8.6 million or 12.8% during the nine months ended September 30, 2006 compared to the same period in 2005.~~ 2006. The increase in revenue is due to ~~the following:~~ a ~~$4.6~~$1.2 million net increase ~~due to~~in the expansion of business process outsourcing services with new and existing customers. This net increase is comprised of $4.2 million of net increases with new and existing customers, offset by a ~~$3.1~~decrease in revenue of $3.0 million ~~increase~~from a BPO client in 2007 due to a reduction in scope. In addition, revenue from our ~~international~~ operations in the United Kingdom ~~primarily resulting from the PMC acquisition in February 2006 as well as growth on existing international contracts, a $2.3~~increased $1.3 million ~~increase in lean manufacturing~~due to expansion of BPO and technical training services and ~~a $1.3~~the acquisition of SEL which contributed $0.6 million ~~increase for other technical services provided primarily to a~~

~~pharmaceutical customer. These net increases~~ in revenue ~~were offset by other decreases in~~during June 2007. Other revenue ~~primarily due to a change in contract scopes with a business process outsourcing customer during 2005 which resulted in a decrease in revenue of $2.7 million~~increases during the ~~nine months ended September 30, 2006~~first half of 2007 compared to the same period in ~~2005~~.

2006 included an increase in training and consulting services with steel customers of $0.9 million and net increases in technical training services of $0.3 million. These net increases in revenue were offset by a $1.0 million net revenue decrease in e-learning implementation and content development services due to contracts concluding in 2006 as well as fewer implementations taking place in 2007 compared to 2006.

The acquisition of Sandy resulted in an increase in revenue of $30.6 million during the six months ended June 30, 2007. The results of Sandy’s operations have been included in the Company’s consolidated statements of operations since the completion of the acquisition on January 23, 2007. The Company may experience significant quarterly fluctuations in revenue and income related to Sandy’s publications business, since revenue and cost on publication contracts are recognized in the period in which the publications ship, based on the output method of performance. Shipments occur at various times throughout the year and the volume of publications shipped could fluctuate from quarter to quarter.

In addition, as a result of the acquisition of Sandy, the Company has a concentration of revenue from General Motors Corporation and its affiliates (“General Motors”) as well as a market concentration in the automotive sector. Revenue from General Motors accounted for approximately 21% of the Company’s revenue for the six months ended June 30, 2007, and revenue from the automotive industry accounted for approximately 31% of the Company’s revenue for the six months ended June 30, 2007.

Gross Profit

(Dollars in thousands)

Nine months ended

September 30,

2006

2005

% Revenue

% Revenue

Process, Energy & Government

$
9,419

16.3
%
$
11,978

18.6
%
Manufacturing & BPO

10,210

13.5
%
6,622

9.9
%

$
19,629

14.7
%
$
18,600

14.2
%

	Six months ended
	June 30,
	2007					2006
			% Revenue					% Revenue
Process, Energy & Government	$	6,793		20.3	%	$	5,970		15.3	%
Manufacturing & BPO		7,263		13.7	%		6,749		13.4	%
Sandy Sales Training & Marketing		3,290		10.8	%		—		—
	$	17,346		14.8	%	$	12,719		14.2	%

Process, Energy & Government gross profit of ~~$9.4~~$6.8 million or ~~16.3%~~20.3% of revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2006 decreased~~2007 increased by ~~$2.6~~$0.8 million or ~~21.4%~~13.8% when compared to gross profit of approximately ~~$12.0~~$6.0 million or ~~18.6%~~15.3% of revenue for the ~~nine months ended September 30, 2005.~~same period in 2006. This ~~decrease~~increase in gross profit is primarily attributable to revenue and margin increases on petroleum and refining projects due to both direct costs and indirect overhead costs increasing at a ~~decline in~~ ~~government funding for~~lower rate than the ~~DPETAP contract and the environmental engineering project delay discussed above, offset by an increase in gross profit related to an increase in~~ revenue ~~from hurricane recovery services~~growth on these projects during the ~~nine months ended September 30, 2006~~first half of 2007 compared to the same period in ~~2005.~~

2006. Costs were also reduced to re-align with the declining revenue streams experienced by the other areas within this segment as discussed above. The gross profit increase on the petroleum and refining projects combined with these cost reductions more than offset the revenue decreases in this segment.

Manufacturing & BPO gross profit of ~~$10.2~~$7.3 million or ~~13.5%~~13.7% of revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 increased by ~~$3.6~~$0.5 million or ~~54.2%~~7.6% when compared to gross profit of approximately ~~$6.6~~$6.7 million or ~~9.9%~~13.4% of revenue for the same period ~~of 2005.~~in 2006. This increase in gross profit is primarily attributable to an overall increase in revenue and improved margins primarily from business process outsourcing, ~~e-Learning, lean manufacturing~~e-learning and ~~other technical services, as well as~~ international ~~growth~~customers.

Sandy Sales Training and Marketing gross profit was $3.3 million or 10.8% of revenue for the six months ended June 30, 2007. The results of Sandy’s operations have been included in the Company’s consolidated statements of operations since the completion of the acquisition on January 23, 2007.

Selling, General and Administrative Expenses

SG&A expenses increased $2.6 million or 37.2% from $7.0 million for the six months ended June 30, 2006 to $9.6 million for the same period in 2007. The increase is primarily due to the following increases in SG&A expenses during the ~~nine months ended September 30, 2006~~first half of 2007 compared to the same period in 2006: an increase in amortization expense of ~~2005. Additionally, infrastructure costs have~~$0.9 million related to intangible assets recorded in connection with the acquisition of Sandy, an increase in labor, benefits and facilities expense of $0.7 million due to the Sandy acquisition, increases in accounting, legal and board of director fees of approximately $0.4 million, expenses associated with a financial system implementation of $0.1 million, a restructuring charge of $0.1 million during the second quarter of 2007 relating to a facility lease in the United Kingdom, and the effect of a bad debt recovery of $0.4 million in the first quarter of 2006 which reduced SG&A expense in 2006 and did not ~~increased at the same rate as our revenue growth for this segment, resulting~~recur in ~~increased profitability~~2007.

Interest Expense.

~~Selling, General and Administrative Expenses~~

~~SG&A~~

Interest expense decreased $0.2 million ~~or 1.5%~~ from ~~$11.0~~$0.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2005~~2006 to ~~$10.8~~$0.7 million for the same period in 2007. The decrease is primarily due to a $0.2 million decrease in interest expense related to the Gabelli Notes as a result of warrant exercises by Gabelli Funds during 2007 and the second half of 2006 which resulted in a decrease in the principal balance of the debt (see Note 7 to the accompanying condensed consolidated financial statements), as well as a decrease in amortization of deferred financing costs during the first half of 2007 compared to the same period in 2006. The decrease in interest expense was slightly offset by an increase in interest expense due to an increase in short-term borrowings under the Credit Agreement during the first half of 2007 compared to the same period in 2006.

Other Income

Other income was $0.5 million for the six months ended June 30, 2007 compared to $0.6 million for the same period in 2006. ~~This net~~The decrease isof $70,000 was primarily due to a decrease in ~~legal expenses~~income from a joint venture during the ~~nine months ended September 30, 2006~~first half of 2007 compared to the same period in ~~2005.~~

2006 and a foreign currency loss in 2007.

~~Interest~~Income Tax Expense

~~Interest~~

Income tax expense was ~~$1.2~~$3.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 compared to ~~$1.1~~$2.3 million for the same period in ~~2005.~~2006. The increase is ~~primarily~~ due to ~~higher short-term borrowing levels during~~increased income before income tax expense for the ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 compared to the same period in ~~2005.~~

~~Other Income~~

~~Other~~2006. The effective income tax rate was ~~$0.8 million~~42.0% and 42.8% for the ~~nine~~six months ended ~~September~~June 30, 2007 and 2006, compared to $0.1 million for the same period in 2005. The increase is primarily due to an increase in income from a joint venture, as well as an increase in investment income during the nine months ended September 30, 2006 compared to the same period

in 2005. Other income for the nine months ended September 30, 2006 includes $0.4 million of equity in earnings of a joint venture, for which an immaterial amount was included in revenue during the same period in 2005.

respectively. Income ~~Tax Expense~~

Income tax expense was $3.5 million for the nine months ended September 30, 2006 compared to $2.9 million for the same period in 2005. This increase is due to increased income from continuing operations before income tax expense for the ~~nine months ended September 30, 2006 compared to the same period in 2005. Income tax expense for interim~~quarterly periods is based on an estimated annual effective tax rate which includes the federal and state statutory rates, permanent differences, and other items that may have an impact on income tax expense.

Liquidity and Capital Resources

Working Capital

~~For the nine months ended September~~

The Company had cash and cash equivalents totaling $1.9 million as of June 30, ~~2006, the Company’s working capital decreased $12.7~~2007 compared to $8.7 million ~~from $34.8 million at~~as of December 31, ~~2005 to $22.2~~2006. In addition, the Company had a negative cash book balance resulting from outstanding checks which had not cleared the bank as of June 30, 2007 totaling $2.8 million, ~~at September~~which are included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheet as of June 30, ~~2006.~~ 2007.

The decrease in cash from December 31, 2006 is primarily due to the ~~use~~completion of the acquisition of Sandy during the first quarter of 2007, in which the Company paid ADP a cash purchase price of approximately ~~$20.3~~$4.4 million from cash on hand, and incurred costs to complete contracts in progress as of the acquisition date. The Company’s working capital and cash balance also decreased due to the fact that the Company did not acquire Sandy’s accounts receivable and contract-related unbilled balances as of the acquisition date, which resulted in a short-term investment by the Company to complete contracts and a delay in the collection of billings (see Cash Flows section below). In addition, the Company used approximately $3.7 million of cash ~~in January 2006~~(including acquisition costs) to complete the ~~capital~~acquisition of SEL in the United Kingdom. The Company also used approximately $1.4 million of cash to repurchase 145,000 shares of its common stock ~~restructuring discussed below, offset by cash generated from operating activities~~in the open market during the ~~nine months ended September 30, 2006.~~ first half of 2007.

In connection with the acquisitions of Sandy and SEL during 2007, the Company may be required to pay the following additional payments to the sellers:

up to an additional $8.0 million to ADP, contingent upon Sandy achieving certain revenue targets, as defined in the purchase agreement, during the two twelve-month periods following the completion of the acquisition (a maximum of $4.0 million each year subsequent to the January 23, 2007 acquisition date); and

up to an additional $1.8 million to the sellers of SEL, contingent upon SEL achieving certain earnings targets, as defined in the purchase agreement, during the one-year period following completion of the acquisition.

The Company believes that cash generated from operations and borrowing availability under the Credit Agreement (described below), will be sufficient to fund the working capital and other requirements of the Company for the foreseeable future.

For the six months ended June 30, 2007, the Company’s working capital decreased $0.8 million from $23.1 million at ~~least~~December 31, 2006 to $22.3 million at June 30, 2007. The decrease is primarily due to the ~~next twelve months.~~

~~On January 19, 2006, the Company completed a restructuring of its capital stock in which it used approximately $20.3 million~~use of cash ~~on hand to repurchase 2,121,500 shares of its Common Stock and 600,000 shares of its Class B Stock, and to exchange 600,000 shares of its Class B Stock for 600,000 shares of Common Stock. In~~in connection with the ~~capital stock restructuring, the Company authorized the repurchase of up to $5 million of additional common shares from time to time in the open market, subject to prevailing business~~Sandy and ~~market conditions~~SEL acquisitions and ~~other factors. See Note 7~~share repurchases discussed above.

Cash Flows

Six Months ended June 30, 2007 Compared to the ~~accompanying condensed consolidated financial statements for further details regarding the repurchase and exchange transaction. During the nine months~~Six Months ended ~~September~~June 30, 2006 ~~the Company repurchased 276,000 shares of its Common Stock in the open market for a total cost of approximately $1.9 million.~~
On February 3, 2006, the Company completed the acquisition of PMC, a performance improvement and training company in the United Kingdom. The purchase price was $1.3 million in cash, subject to a post-closing adjustment based on actual net equity, plus contingent payments of up to $0.9 million based upon the achievement of certain performance targets during the first year following completion of the acquisition.

~~Cash Flows~~

~~Nine months ended September 30, 2006 compared to the nine months ended September 30, 2005~~

The Company’s cash balance decreased ~~$12.9 million~~ from ~~$18.1~~$8.7 million as of December 31, ~~2005~~2006 to ~~$5.2~~$1.9 million at ~~September~~June 30, ~~2006.~~2007. The decrease in cash and cash equivalents during the ~~nine~~first half of 2007 resulted from cash used in operating activities of $8.3 million and cash used in investing activities of $10.3 million, offset by cash provided by financing activities of $11.9 million.

Cash used in operating activities was $8.3 million for the six months ended ~~September~~June 30, ~~2006 resulted from~~2007 compared to cash provided by operating activities of $9.8 million, offset by cash used in investing activities of $1.1 million and cash used in financing activities of $21.6 million. Cash flows from discontinued operations are combined with cash flows from continuing operations within the operating, investing, and financing activities categories in the accompanying consolidated statements of cash flows through the effective date of the spin-off of GSE.

~~Cash provided by operating activities was $9.8 million for the nine months ended September 30, 2006 compared to $11.8~~$6.7 million for the same period in ~~2005.~~2006. The decrease in cash ~~provided by operating activities~~ compared to the prior ~~year~~ period is primarily due to ~~the receipt of proceeds from the EDS arbitration award of $13.8 million in January 2005, offset by~~ an increase in ~~net income~~accounts receivable and costs and estimated earnings in excess of $2.4 million and increases in net working capital changes of $8.6 million during the nine months ended September 30, 2006 compared to the same period in 2005. During the nine months ended September 30, 2005, working capital changes included an $8.0 million decrease in accounts payable and accrued expenses which was primarily related to the payout of $5.0 millionbillings on uncompleted contracts as a result of the ~~EDS arbitration proceeds~~Sandy acquisition. The Company did not acquire Sandy’s accounts receivable and contract-related unbilled balances as of the acquisition date, which resulted in a short-term investment by the Company to ~~NPDC pursuant to~~complete contracts and a delay in the spin-off agreement (see Note 12 to the accompanying condensed consolidated financial statements). Excluding this item, net changes in working capital increased $3.6 million during the nine months ended September 30, 2006 compared to the same period in 2005.

collection of billings.

Cash used in investing activities was ~~$1.1~~$10.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 compared to ~~$0.8~~$1.1 million for the same period in ~~2005.~~2006. The increase in cash used in investing activities is primarily due to ~~$0.6~~$5.4 million of ~~net~~ cash paid in connection with the acquisition of ~~PMC (net~~Sandy, which included the final cash purchase price of ~~$0.8~~$4.4 million and third party acquisition costs of $1.0 million, and $3.7 million of cash ~~acquired)~~paid in connection with the acquisition of SEL (see Note 3 to the accompanying condensed consolidated financial statements for further details regarding these acquisitions), ~~offset by~~compared to $0.6 million of cash used in 2006 for the acquisition of Peters Management Consultancy Ltd. (PMC) in the United Kingdom. The Company also incurred $0.6 million of software development costs related to a ~~reduction in~~new financial system implementation during the first half of 2007. In addition, cash used for ~~purchases of property, plant and equipment of~~fixed asset additions increased $0.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 compared to the same period in ~~2005.~~

2006.

Cash provided by financing activities was $11.9 million for the six months ended June 30, 2007 compared to cash used in financing activities ~~was~~of $21.6 ~~million for the nine months ended September 30, 2006 compared to $2.8~~ million for the same period in ~~2005.~~2006. The increase in cash ~~used in financing activities~~ is primarily due to ~~$20.9~~$20.8 million of cash used in connection with the capital stock restructuring ~~(including transaction costs) and $1.9 million of cash used for repurchases of common stock~~ in ~~the open market. In addition, cash used in financing activities during the nine months ended September 30, 2005 included the following items~~2006 which did not recur in ~~2006: net repayments of~~2007, an increase in short-term borrowings during the first half of ~~$4.9 million; a distribution~~2007 of ~~$0.8~~$9.1 million compared to no borrowings in 2006, and cash overdraft balances totaling $2.8 million as of June 30, 2007 resulting from outstanding checks which had not cleared the bank as of June 30, 2007 and are classified as accounts payable in the condensed consolidated balance sheet. In addition, there was an increase in cash ~~to GSE in connection with its spin-off, and proceeds~~received from the ~~issuance~~exercise of ~~a convertible note by GSE~~stock options of ~~$2.0 million.~~

$0.9 million during the first half of 2007 compared to the same period in 2006.

Short-term Borrowings ~~and Long-term Debt~~

General Physics has a $25 million Credit Agreement with a bank that expires on August ~~12, 2007, as amended,~~31, 2009, with annual renewal options, and is secured by certain assets of General ~~Physics.~~Physics and provides for an unsecured guaranty from the Company. The maximum interest rate on borrowings under the Credit Agreement is at the daily LIBOR Market Index Rate plus ~~3.0%~~2.75%. Based upon the financial performance of General Physics, the interest rate can be reduced. As of ~~September~~June 30, ~~2006,~~2007, the rate was LIBOR plus ~~2.5%~~2.50%, which resulted in a rate of approximately 7.8%. The Credit Agreement contains covenants with respect to General Physics’ minimum tangible net worth, total liabilities ratio, leverage ratio, interest coverage ratio and its ability to make capital expenditures. The Credit Agreement also contains certain restrictive ~~covenants.~~covenants regarding future acquisitions, incurrence of debt and the payment of dividends. In connection with the acquisition of Sandy, the bank provided a waiver in which it consented to the acquisition and agreed to not test the tangible net worth and total liabilities covenants as of March 31, 2007. General Physics was in compliance with all loan covenants under the Credit Agreement as of June 30, 2007. General Physics is also currently restricted from paying dividends and management fees to the Company in excess of $1.0 million in any fiscal year, with the exception of a waiver by the lender which permits General Physics to provide cash to the Company to repurchase ~~up to $5 million of additional~~ shares of its outstanding ~~Common Stock (see Note 7 to~~common stock in the ~~accompanying condensed consolidated financial statements).~~open market. As of ~~September~~June 30, ~~2006,~~2007, the Company had no$9,102,000 of outstanding borrowings under the Credit Agreement and there was approximately ~~$20,527,000~~$15,728,000 of additional borrowings available ~~borrowings~~ based upon 80% of eligible accounts receivable and 80% of eligible unbilled receivables. As of December 31, ~~2005,~~2006, the Company had no borrowings outstanding ~~borrowings~~ under the Credit Agreement.

Long-term Debt

In August 2003, the Company issued and sold to four Gabelli funds $7.5 million aggregate principal amount of 6% Conditional Subordinated Notes due 2008 (Gabelli Notes) and 937,500 warrants (GP Warrants), each entitling the holder thereof to purchase (subject to adjustment) one share of the Company’s ~~Common Stock~~common stock at an exercise price of $8.00. The aggregate purchase price for the Gabelli Notes and GP Warrants was $7.5 million. The Gabelli Notes are secured by a mortgage on the Company’s former property located in Pawling, New York

which was distributed to National Patent Development ~~Corporation.~~Corporation (NPDC) in connection with its spin-off in 2004. In addition, at any time that less than $1,875,000 million principal amount of the Gabelli Notes is outstanding, the Company may defease the obligations secured by the mortgage and obtain a release of the mortgage. Subsequent to the spin-offs of NPDC and GSE Systems, Inc. and in accordance with the anti-dilution provisions of the warrant agreement, the number of GP Warrants was adjusted to 984,116 and the exercise price was adjusted to $5.85 per share. During the ~~nine months~~year ended ~~September 30,~~December 31, 2006, Gabelli exercised ~~109,376~~197,823 GP Warrants for a total exercise price of ~~$640,000~~$1,157,000, which was paid in the form of $140,000 cash and delivery of ~~$500,000~~$1,017,000 of the Gabelli ~~Notes.~~Notes and accrued interest thereon. During the six months ended June 30, 2007, Gabelli Funds exercised an additional 624,862 GP Warrants for a total exercise price of $3,655,000 which was paid in the form of delivery of the Gabelli Notes and accrued interest thereon. As of ~~September~~June 30, ~~2006,~~2007, there were ~~874,740~~161,431 GP Warrants with an exercise price of $5.85 per share outstanding and exercisable.

In October 2003, the Company issued a five-year 5% note due in full in October 2008 in the principal amount of $5,250,955 to ManTech International (ManTech). Interest is payable quarterly. Each year during the term of the note, ManTech has the option to convert up to 20% of the original principal amount of the note into ~~Common Stock~~common stock of the Company at the then market price of the Company’s ~~Common Stock,~~common stock, but only in the event that the Company’s ~~Common Stock~~common stock is trading at $10 per share or more. In the event that less than 20% of the principal amount of the note is ~~not~~ converted in any year, such amount not converted will be eligible for conversion in each subsequent year until converted or until the note is repaid in cash.

Off-Balance Sheet Arrangements - Guarantees

Management Discussion of Critical Accounting ~~Standards Issued~~Policies

The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates.

Certain of our accounting policies require higher degrees of judgment than others in their application. These include revenue recognition, impairment of intangible assets, including goodwill, and valuation of deferred tax assets. We discuss our accounting policies for impairment of intangible assets and valuation of deferred tax assets in Note 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. As a result of the acquisition of Sandy during the first quarter of 2007, we have updated our accounting policy with respect to revenue recognition below.

Revenue Recognition

The Company provides services under time-and-materials, cost-reimbursable, fixed-price and fixed-fee per transaction contracts to both government and commercial customers. Each contract has different terms based on the scope, deliverables and complexity of the engagement, requiring the Company to make judgments and estimates about recognizing revenue. Revenue is recognized as services are performed.

Under time-and-materials contracts, as well as certain government cost-reimbursable and certain fixed-price contracts, the contractual billing schedules are based on the specified level of resources the Company is obligated to provide. As a result, for these “level-of-effort” contracts, the contractual billing amount for the period is a measure of performance and, therefore, revenue is recognized in that amount.

Revenue under government fixed price and certain commercial contracts is recognized using the percentage of completion method in accordance with the American Institute of Certified Public Accountants Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Under the percentage-of-completion method, management estimates the percentage-of-completion based upon costs incurred as a percentage of the total estimated costs. When total cost estimates exceed revenues, the estimated losses are recognized immediately. The use of the percentage-of-completion method requires significant judgment relative to estimating total contract revenues and costs, including assumptions relative to the length of time to complete the project, the nature and complexity of the work to be performed, and anticipated changes in estimated salaries and other costs. Estimates of total contract revenues and costs are continuously monitored during the term of the contract, and recorded revenues and costs are subject to revision as the contract progresses. When revisions in estimated contract revenues and costs are determined, such adjustments are recorded in the period in which they are first identified.

For certain commercial fixed-fee per transaction contracts, revenue is recognized during the period in which services are delivered in accordance with the pricing outlined in the contracts. For other commercial fixed price contracts which typically involve a discrete project, such as development of training content and materials, design of training processes, software implementation, or engineering projects, the contractual billing schedules are not based on the specified level of resources the Company is obligated to provide. These discrete projects generally do not contain milestones or other reliable measures of performance. As a result, revenue on these arrangements is recognized using the percentage-of-completion method based on the relationship of costs incurred to total estimated costs expected to be incurred over the term of the contract. The Company believes this methodology is a reasonable measure of proportional performance since performance primarily involves personnel costs and services are provided to the customer throughout the course of the projects through regular communications of progress toward completion and other project deliverables. In addition, the customer typically is required to pay the Company for the proportionate amount of work and cost incurred in the event of contract termination.

For certain fixed-fee per transaction and fixed price contracts in which the output of the arrangement is measurable, such as for the shipping of publications and print materials, revenue is recognized when the deliverable is met and the product is delivered based on the output method of performance. The customer is required to pay for the cost incurred in the event of contract termination.

Certain of the Company’s fixed price commercial contracts contain revenue arrangements with multiple deliverables. The Company applies the separation guidance in Emerging Issues Task Force (EITF) 00-21, Revenue Arrangements with Multiple Deliverables (EITF 00-21), for these types of contracts. Revenue arrangements with multiple deliverables are evaluated to determine if the deliverables can be divided into more than one unit of accounting. For contracts determined to have more than one unit of accounting, the Company recognizes revenue for each deliverable based on the revenue recognition policies discussed above; that is, the Company recognizes revenue in accordance with work performed and costs incurred, with fee being allocated proportionately over the service period. Within each multiple deliverable project, there is objective and reliable fair value across all units of the arrangement, as discounts are not offered or applied to one deliverable versus another, and the rates bid across all deliverables are consistent.

As part of the Company’s on-going operations to provide services to its customers, incidental expenses, which are commonly referred to as “out-of-pocket” expenses, are billed to customers, either directly as a pass-through cost or indirectly as a cost estimated in proposing on fixed-price contracts. Out-of-pocket expenses include expenses such as airfare, mileage, hotel stays, out-of-town meals and telecommunication charges. The Company’s policy provides for these expenses to be recorded as both revenue and direct cost of services in accordance with the provisions of EITF 01-14, Income Statement Characterization of Reimbursements Received for “Out-of-Pocket” Expenses Incurred.

In connection with its delivery of products, primarily for publications delivered by the Sandy Sales Training & Marketing segment, the Company incurs shipping and handling costs which are billed to customers directly as a pass-through cost. The Company’s policy provides for these expenses to be recorded as both revenue and direct cost of revenue in accordance with the provisions of EITF 00-10, Accounting for Shipping and Handling Fees and Costs.

Accounting Standard Adopted

In July 2006, the ~~FASB~~Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes —- an Interpretation of FASB Statement No. 109 (FIN No. 48). FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under FIN No. 48, a tax benefit from an uncertain tax position may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under FIN No. 48 would equal the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. FIN No. 48 ~~will be~~was effective as of January 1, 2007 for calendar-year companies. In applying the new accounting model prescribed by FIN No. 48, ~~companies will need~~the Company was required to determine and assess all material positions existing as of the adoption date, including all significant uncertain positions, in all tax years, that are still subject to assessment or challenge under relevant tax statutes. The Company ~~is currently evaluating~~adopted FIN No. 48 effective January 1, 2007. See Note 10 to the ~~impact of adopting this new accounting standard on its consolidated financial statements.~~

~~In September 2006, the SEC issued Staff Accounting Bulletin No. 108,~~ ~~Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements~~ ~~(SAB No. 108)~~. SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. The Company is required to adopt SAB No. 108 for its annual financial statements for the fiscal year ending December 31, 2006. The Company is currently evaluating the impact of SAB No. 108, but at this time does not expect its adoption to have a material impact on itsaccompanying condensed consolidated financial statements for ~~the fiscal year ending December 31, 2006.~~

~~In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157,~~ ~~Fair Value Measurements~~ ~~(SFAS No. 157), which defines fair value, establishes guidelines for measuring fair value and expands disclosures~~further details regarding fair value measurements. SFAS No. 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, with earlier

~~adoption permitted. The Company is currently evaluating~~ the impact of ~~SFAS~~adoption of FIN No. ~~157, but at this time does not expect its adoption to have a material impact~~48 on ~~its~~the Company’s consolidated financial statements.

~~Accounting Standard Adopted~~

~~In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123R,~~ ~~Share-Based Payment~~~~, which revises SFAS No. 123,~~ ~~Accounting for Stock-Based Compensation~~~~, and supersedes Accounting Principles Board Opinion No. 25,~~ ~~Accounting for Stock Issued to Employee~~s, and requires companies to recognize compensation expense for all equity-based compensation awards issued to employees that are expected to vest. The Company adopted SFAS No. 123R on January 1, 2006, using the Modified Prospective Application method without restatement of prior periods. Under this method, the Company began to amortize compensation cost for the remaining portion of its outstanding awards for which the requisite service was not yet rendered as of January 1, 2006. Compensation cost for these awards is based on the fair value of those awards as previously disclosed on a pro forma basis under SFAS No. 123. The Company will determine the fair value of and account for awards that are granted, modified, or settled after January 1, 2006 in accordance with SFAS No. 123R.

During the three and nine months ended September 30, 2006, the Company recognized $90,000 and $400,000, respectively, of pre-tax stock-based compensation expense under the fair value method in accordance with SFAS No. 123R. During the three and nine months ended September 30, 2006, the Company recognized a deferred income tax benefit of $32,000 and $151,000, respectively, associated with the compensation expense recognized for these awards. As of September 30, 2006, the Company had $34,000 of unrecognized compensation related to the unvested portion of outstanding stock options awards expected to be recognized through July 2007. As of September 30, 2006, the Company had unrecognized compensation cost of $923,000 related to the unvested portion of its outstanding stock units expected to be recognized over a weighted average remaining service period of 3.2 years.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for ~~forward looking~~forward-looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We use words such as “expects”, “intends”, “believes”, “may”, ~~“will”~~“will,” “should,” “could,” “anticipates” and ~~“anticipates”~~similar expressions to indicate forward-looking ~~statements.~~statements, but their absence does not mean a statement is not forward-looking. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, but not limited to, those factors set forth under Item 1A - Risk Factors of the Company’s ~~2005~~ Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and those other risks and uncertainties detailed in the Company’s periodic reports and registration statements filed with the Securities and Exchange Commission. We caution that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the effect, if any, of the new risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ from those expressed or implied by these forward-looking statements.

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, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report.

~~Item 3.~~ ~~Quantitative and Qualitative Disclosure About Market Risk~~

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

The Company has no material changes to the disclosure on this matter made in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2005.~~

2006.

Item 4.

Controls and Procedures

~~Item 4.~~Disclosure Controls and Procedures

We ~~carried out an evaluation,~~maintain a comprehensive set of disclosure controls and procedures (as defined in Rules 13a-15(e) and under the Securities Exchange Act of 1934 (“Exchange Act”)) designed to provide reasonable assurance that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC’s rules and forms. Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, ofwe have evaluated the effectiveness of the design and operation of our disclosure controls and procedures ~~pursuant to Rule 13-15(b)~~as of the ~~Securities Exchange Act~~end of ~~1934, as amended.~~the period covered by this report. Based upon ~~that~~this evaluation, ~~and the material weakness described below,~~ the Chief Executive Officer and Chief Financial Officer concluded that the ~~Company’s~~design and operation of these disclosure controls and procedures ~~were not~~are effective asin providing reasonable assurance of the ~~date covered by this report.~~

As discussed more fully in Item 9A of our Annual Report on Form 10-K dated March 16, 2006, for the year ended December 31, 2005, in connection with our audit of our consolidated financial statements for the fiscal year ended December 31, 2005, we determined that the Company’s ~~account reconciliation and management review controls over the accounting for income taxes were not operating effectively because~~achievement of the ~~lack of adequate tax accounting expertise as of December 31, 2005~~objectives described above.

Internal Control Over Financial Reporting~~. As a result,~~

During the six months ended June 30, 2007, there was ~~a material misstatement~~no change in ~~the Company’s income tax provision that was corrected prior to the issuance of the consolidated financial statements for the year ended December 31, 2005.~~

~~Based on the material weakness described above, management concluded that the Company’s~~our internal control over financial reporting ~~was not effective as of December 31, 2005. This assessment~~that has materially affected, or is based on management’s conclusion that as of December 31, 2005, there was more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis by Company employees in the normal course of performing their assigned functions.

~~As a result, we implemented changes in certain of~~reasonably likely to materially affect, our internal ~~controls~~control over financial ~~reporting during the nine months ended September 30, 2006, as follows:~~

reporting.

· ~~The Company has, subsequent to December 31, 2005, continued to revise its processes and procedures over the accounting for income taxes.~~

· The Company hired a new Director of Tax on December 31, 2005 who we believe will provide the Company with the necessary technical skills to perform, review and analyze complex tax accounting activities.

We believe these improvements in our internal controls will enable us to remediate the material weakness; however, such determination will not occur until these additional controls have been in place for a period of time sufficient to demonstrate that the controls are operating effectively. We will continue to evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis, and will take further action as appropriate. However, there can be no assurance that our controls and procedures will prevent or detect material misstatement of the Company’s annual or interim financial statements.

PART II. OTHER INFORMATION

~~Item 1.~~ ~~Legal Proceedings~~

~~None.~~

~~Item 1A.~~~~Risk Factors~~

~~The Company has no material changes to the disclosure on this matter made in its Annual Report on Form 10-K for the fiscal year ended December 31, 2005.~~

~~Item 2.~~ ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

The Company has no material changes to the disclosure on this matter made in its Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about the ~~Company’s~~Company's share repurchase activity for the three months ended ~~September~~June 30, ~~2006:~~

2007:

Issuer Purchases of Equity Securities

Total number

Approximate

of shares

dollar value of

Total number

Average

purchased as

shares that may yet

of shares

price paid

part of publicly

be purchased under

Month

purchased

per share

announced program

the program

July 1-31, 2006

—

—

—

—

August 1-31, 2006

37,700
(1)
$
7.31

37,700

$
3,075,000

September 1-30, 2006

—

—

—

—

	Issuer Purchases of Equity Securities
Month	Total number of shares purchased			Average price paid per share		Total number of shares purchased as part of publicly announced program ⁽²⁾		Approximate dollar value of shares that may yet be purchased under the program
April 1-30, 2007		-			-		-		-
May 1-31, 2007		26,400		$	9.90		26,400	$	641,000
June 1-30, 2007		39,063	⁽¹⁾	$	11.00		11,100	$	521,000

⁽¹⁾	Includes 27,963 of shares surendered by the Company's President to exercise stock options.

⁽²⁾	Represents shares repurchased in the open market in connection with the Company's share repurchase program under which the Company may repurchase up to $5 million of its common stock from time to time in the open market subject to prevailing business and market conditions and other factors. This program was authorized by the Company's Board of Directors and was publicly announced on January 19, 2006. There is no expiration date for the repurchase program.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a Vote of Security Holders

None.

Item 5.

Other Information

None.

~~(1)~~ Represents shares repurchased in the open market in connection with the Company’s share repurchase program under which the Company may repurchase up to $5 million of its common stock from time to time in the open market subject to prevailing business and market conditions and other factors. This program was authorized by the Company’s Board of Directors and was publicly announced on January 19, 2006. There is no expiration date for the repurchase program.

~~Item 3.~~ ~~Defaults Upon Senior Securities~~

~~None.~~

~~Item 4.~~ ~~Submission of Matters to a Vote of Security Holders~~

~~On September 14, 2006, the Company held its annual meeting of shareholders. At that meeting, the following matters were voted upon:~~

1. ~~All of the Directors nominated by the Company were elected as follows:~~

Common Shares Cast:

For

Withheld

Harvey P. Eisen

13,799,916

140,201

Jerome I. Feldman

9,453,863

4,486,254

Marshall S. Geller

13,247,710

692,407

Scott N. Greenberg

13,789,864

150,253

Richard C. Pfenniger, Jr.

13,483,732

456,385

Ogden R. Reid

11,536,762

2,403,355

Item 6.

Exhibits

2. The elimination of the authorized shares of Class B Capital Stock by amendment to the Amended and Restated Certificate of Incorporation was approved. With respect to holders of common stock, the number of affirmative votes cast was 13,835,524, the number of votes cast against was 43,536, and the number of abstentions was 61,057.

3. The ratification of KPMG LLP as independent auditors was approved. With respect to holders of common stock, the number of affirmative votes cast was 13,841,232, the number of votes cast against was 47,494, and the number of abstentions was 51,391.

~~Item 5.~~ ~~Other Information~~

~~None.~~

~~Item 6.~~ ~~Exhibits~~

~~3.1~~ Certificate of Amendment of Restated Certificate of Incorporation of GP Strategies Corporation.*

~~31.1~~ Certification of Chief Executive Officer of the Company dated November 9, 2006 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 November 9, 2006 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 November 9, 2006 pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

10.1

Form of Non-Qualified Stock Option Agreement dated June 26, 2007. *

10.2

Amended and Restated Financing and Security Agreement dated August 6, 2007, by and between General Physics Corporation as Borrower and Wachovia Bank, National Association, as Lender. *

31.1

Certification of Chief Executive Officer of the Company dated August 8, 2007 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 August 8, 2007 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 August 8, 2007 pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith

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 thereunto duly authorized.


		GP STRATEGIES CORPORATION

August 8, 2007
~~November 9, 2006~~	/s/ Scott N. Greenberg
		Chief Executive Officer


	/s/ Sharon Esposito-Mayer
		Executive Vice President and Chief Financial Officer

	September 30,			December 31,
	2006			2005
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	5,216		$	18,118
Accounts and other receivables, less allowance for doubtful accounts of $666 in 2006 and $1,166 in 2005	24,524			27,079
Costs and estimated earnings in excess of billings on uncompleted contracts	12,686			11,487
Prepaid expenses and other current assets	4,930			5,936
Total current assets	47,356			62,620
Property, plant and equipment	6,537			6,619
Accumulated depreciation	(4,867		)	(4,762		)
Property, plant and equipment, net	1,670			1,857
Goodwill	58,530			57,483
Other intangible assets, net	695			647
Deferred tax assets	7,498			10,391
Other assets	1,463			1,643
	$	117,212		$	134,641
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt	$	35		$	71
Accounts payable and accrued expenses	19,698			20,315
Billings in excess of costs and estimated earnings on uncompleted contracts	5,473			7,430
Total current liabilities	25,206			27,816
Long-term debt less current maturities	11,260			11,309
Other noncurrent liabilities	1,219			1,174
Total liabilities	37,685			40,299

Stockholders’ equity:
Common stock, par value $0.01 per share	178			171
Class B capital stock, par value $0.01 per share	—			12
Additional paid-in capital	161,613			168,737
Accumulated deficit	(66,849		)	(71,710		)
Treasury stock at cost	(14,460		)	(29		)
Unearned compensation	—			(1,133		)
Accumulated other comprehensive loss	(831		)	(1,087		)
Note receivable from stockholder	(124		)	(619		)
Total stockholders’ equity	79,527			94,342
	$	117,212		$	134,641

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2006		2005			2006		2005
Revenue	$	44,051	$	44,059		$	133,358	$	131,278
Cost of revenue	37,141		37,371			113,729		112,678
Gross profit	6,910		6,688			19,629		18,600
Selling, general and administrative expenses	3,827		4,060			10,831		10,996
Operating income	3,083		2,628			8,798		7,604
Interest expense	376		387			1,233		1,129
Other income	180		87			764		141
Income from continuing operations before income tax expense	2,887		2,328			8,329		6,616
Income tax expense	1,140		869			3,468		2,874
Income from continuing operations	1,747		1,459			4,861		3,742

Loss from discontinued operations, net of income taxes	—		(417		)	—		(1,012		)
Net income	$	1,747	$	1,042		$	4,861	$	2,730

Basic weighted average shares outstanding	15,657		18,260			16,535		18,105
Diluted weighted average shares outstanding	16,555		18,991			17,438		18,916

Per common share data:
Basic
Income from continuing operations	$	0.11	$	0.08		$	0.29	$	0.21
Loss from discontinued operations	—		(0.02		)	—		(0.06		)
Net income	$	0.11	$	0.06		$	0.29	$	0.15
Diluted
Income from continuing operations	$	0.11	$	0.07		$	0.28	$	0.20
Loss from discontinued operations	—		(0.02		)	—		(0.06		)
Net income	$	0.11	$	0.05		$	0.28	$	0.14

			Class B															Accumulated			Note
	Common		capital															other			receivable			Total
	stock		stock			Additional			Accumulated			Treasury			Unearned			comprehensive			from			stockholders’
	($0.01 par)		($0.01 par)			paid-in capital			deficit			stock at cost			compensation			loss			stockholder			equity
Balance at December 31, 2005	$	171	$	12		$	168,737		$	(71,710	)	$	(29	)	$	(1,133	)	$	(1,087	)	$	(619	)	$	94,342
Net income	—		—			—			4,861			—			—			—			—			4,861
Repurchase and exchange of common stock and Class B stock in capital stock restructuring	6		(12		)	(6,096		)	—			(14,758		)	—			—			—			(20,860		)
Repayment of note receivable from stockholder	—		—			—			—			—			—			—			495			495
Repurchases of common stock in the open market	—		—			—			—			(1,939		)	—			—			—			(1,939		)
Elimination of unearned compensation upon adoption of SFAS No. 123R	—		—			(1,133		)	—			—			1,133			—			—			—
Stock-based compensation expense	—		—			373			—			27			—			—			—			400
Other comprehensive income	—		—			—			—			—			—			256			—			256
Net issuances of stock for exercises of stock options and warrants and retirement savings plan	1		—			(268		)	—			2,239			—			—			—			1,972
Balance at September 30, 2006	$	178	$	—		$	161,613		$	(66,849	)	$	(14,460	)	$	—		$	(831	)	$	(124	)	$	79,527

	Three Months Ended September 30, 2006				Nine Months Ended September 30, 2006
	As Reported Including SFAS No. 123R Adoption		Pro-Forma Excluding SFAS No. 123R Adoption		As Reported Including SFAS No. 123R Adoption			Pro-Forma Excluding SFAS No. 123R Adoption
	(In thousands, except per share data)
Income from continuing operations before income tax expense	$	2,887	$	2,900	$	8,329		$	8,481

Net income	1,747		1,755		4,861			4,952

Net cash provided by operating activities	3,093		3,093		9,762			9,762
Net cash provided by (used in) financing activities	69		69		(21,554		)	(21,554		)

Earnings per share - basic	0.11		0.11		0.29			0.30
Earnings per share - diluted	0.11		0.11		0.28			0.28

Cash	$	845
Accounts receivable and other current assets	840
Property, plant and equipment, net	88
Goodwill	868
Intangible assets	200
Total assets	2,841
Accounts payable, accrued expenses and other liabilities	723
Billings in excess of costs and estimated earnings on uncompleted contracts	654
Total liabilities assumed	1,377

Net assets acquired	$	1,464

	Issuer Purchases of Equity Securities
					Total number	Approximate
					of shares	dollar value of
	Total number		Average		purchased as	shares that may yet
	of shares		price paid		part of publicly	be purchased under
Month	purchased		per share		announced program	the program
July 1-31, 2006	—		—		—	—
August 1-31, 2006	37,700	(1)	$	7.31	37,700	$	3,075,000
September 1-30, 2006	—		—		—	—

	Common Shares Cast:
	For	Withheld
Harvey P. Eisen	13,799,916	140,201
Jerome I. Feldman	9,453,863	4,486,254
Marshall S. Geller	13,247,710	692,407
Scott N. Greenberg	13,789,864	150,253
Richard C. Pfenniger, Jr.	13,483,732	456,385
Ogden R. Reid	11,536,762	2,403,355