70415--3/4/2009--GP_STRATEGIES

related topics

{customer, product, revenue}

{operation, international, foreign}

{stock, price, operating}

{regulation, government, change}

{financial, litigation, operation}

{personnel, key, retain}

{cost, contract, operation}

{provision, law, control}

{acquisition, growth, future}

{system, service, information}

{condition, economic, financial}

{cost, operation, labor}

{cost, regulation, environmental}

{product, market, service}

{interest, director, officer}

{property, intellectual, protect}

{tax, income, asset}

{competitive, industry, competition}

{loss, insurance, financial}

{product, liability, claim}

Changing economic conditions in the United States, the United Kingdom and the other countries in which we conduct our operations could harm our business, results of operations and financial condition. Our revenue and financial condition could be adversely affected by the loss of business from significant customers, including automotive manufacturers, the U.S. Government and other customers. The price of our common stock is highly volatile and could further decline regardless of our operating performance. The market price of our common stock could fluctuate in response to, among other things: We incurred a goodwill impairment charge of $5.5 million for the year ended December 31, 2008 and may incur further material goodwill and other intangible asset impairment charges in future periods. Our financial results are subject to quarterly fluctuations, which may result in volatility or declines in our stock price. We are vulnerable to the cyclical nature of the markets we serve. We may continue making acquisitions as part of our growth strategy, which subjects us to numerous risks that could have a material adverse effect on our business, financial condition and results of operations. Future acquisitions may require that we incur debt or issue dilutive equity. Difficulties in integrating acquired businesses could result in reduced revenues and income. Our business and financial condition could be adversely affected by government limitations on contractor profitability. A negative audit or other actions by the U.S. Government could adversely affect our future operating performance. We are a party to fixed price contracts and may enter into similar contracts in the future, which could result in reduced profits or losses if we are not able to accurately estimate or control costs. Our revenues may be adversely affected if we fail to win competitively awarded contracts or to receive renewal or follow-on contracts. Our backlog is subject to reduction and cancellation, which could negatively impact our future revenues or earnings. We rely on third parties, including subcontractors, suppliers and joint venture partners, to perform a portion of the services we must provide to our customers and disputes with or the failure to perform satisfactorily of such a third party could materially and adversely affect our performance and our ability to obtain future business. We maintain a workforce based upon anticipated staffing needs. If we do not receive future contract awards or if these awards are delayed or reduced in scope or funding, we could incur significant costs. Failure to continue to attract and retain qualified personnel could harm our business. The loss of our key personnel, including our executive management team, could harm our business. Competition could materially and adversely affect our performance. Failure to keep pace with technology and changing market needs could harm our business. We have only a limited ability to protect the intellectual property rights that are important to our success, and we face the risk that our services or products may infringe upon the intellectual property rights of others. Our information technology systems are subject to risks that we cannot control. A breach of our security measures could harm our business, results of operations and financial condition. Our international sales and operations expose us to various political and economic risks, which could have a material adverse effect on our business, results of operations and financial condition. We are subject to risks associated with currency fluctuations, which could have a material adverse effect on our results of operations and financial condition. Business disruptions could adversely affect our future sales, financial condition, reputation or stock price or increase costs and expenses. We are subject to potential liabilities which are not covered by our insurance. We could incur substantial costs as a result of violations of, or liabilities under, environmental laws. We are subject to potential liabilities related to operations we have discontinued. and certain provisions in our amended and restated by-laws could make a third party acquisition of us difficult. Our restated certificate allows us to redeem or otherwise dispose shares of our common stock owned by a foreign stockholder if certain U.S. Government agencies threaten termination of any of our contracts as a result of such an ownership interest.

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70415--3/4/2009--GP_STRATEGIES_CORP