Gse Systems Inc – THIRD AMENDMENT AND REAFFIRMATION AGREEMENT (February 19th, 2019)THIS THIRD AMENDMENT AND REAFFIRMATION AGREEMENT is dated as of February 15, 2019 (this “Agreement”), by and among GSE SYSTEMS, INC., a Delaware corporation (“Parent”), GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation (“GSE Performance” and collectively with Parent, the “Borrowers” and each a “Borrower”), GSE TRUE NORTH CONSULTING, LLC, a Delaware limited liability company (“True North”), HYPERSPRING, LLC, a Delaware limited liability company (“Hyperspring”), ABSOLUTE CONSULTING, INC., a Delaware corporation (“Absolute” and together with True North and Hyperspring collectively, the “Existing Guarantors” and each an “Existing Guarantor”), DP ENGINEERING LTD. CO., a Texas limited liability company (“DP Engineering” and together with the Existing Guarantors collectively, the “Guarantors” and each a “Guarantor” and together with the Borrowers collectively, the “Loan Parties” and each a “Loan Party”), and CITIZENS BANK, NATIONAL ASSOCIATION (the “Bank”).
Gse Systems Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT (February 19th, 2019)This Membership Interest Purchase Agreement (this “Agreement”), dated as of February 15, 2019 (the “Effective Date”), is entered into between DP Engineering Ltd. Co., a Texas limited liability company the “Company”), Steven L. Pellerin, an individual resident in the State of Texas and Christopher A. Davenport, an individual resident in the State of Texas (collectively, “Sellers”), GSE Performance Solutions, Inc., a Delaware corporation (“Buyer”), and Steven L. Pellerin, as a representative of the Sellers (the “Seller Representative”). Sellers may also be individually referred to as a “Seller Party” and, collectively, as the “Seller Parties.” Sellers, the Company and Buyer may be individually referred to as a “Party” and, collectively, as the “Parties.”
Gse Systems Inc – AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (January 11th, 2019)This Amendment No. 3 to Employment Agreement, made as of January 11, 2019, is by and between GSE Systems, Inc., a Delaware corporation (the “Company”), and Kyle J. Loudermilk, an employee of the Company (the “Executive”).
Gse Systems Inc – FORWARD LOOKING STATEMENTSand non-gaap financial measures This presentation, our remarks, and answers to questions contain statements that are considered 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. These statements reflect our current expectations concerning future events and results. We use words such as "expect," "intend," "believe," "may," "will," "should," "could," "anticipate," and similar expressions to identify forward-looking statements, but their absence does not mean a (August 28th, 2018)
Gse Systems Inc – True North Consulting, LLC Financial Statements (July 24th, 2018)We have audited the accompanying financial statements of True North Consulting, LLC, which comprise the balance sheets as of December 31, 2017 and 2016, and the related statements of income and retained earnings, and cash flows for the years then ended, and the related notes to the financial statements.
Gse Systems Inc – GSE SYSTEMS, INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Combined Financial Information (July 24th, 2018)On May 11, 2018, GSE Systems, Inc. (GSE, the Company), through its wholly-owned subsidiary GSE Performance Solutions, Inc. (Performance Solutions), entered into a membership interest purchase agreement (the True North Purchase Agreement) with Donald R. Horn, Jenny C. Horn, and True North Consulting LLC (True North). Pursuant to the True North Purchase Agreement, Performance Solutions purchased 100% of the membership interests in True North for $9.75 million. The purchase price was subject to customary pre- and post-closing working capital adjustments. The acquisition of True North was completed on an all-cash transaction basis. The Company paid cash consideration of $9.9 million on closing. The amount was subject to post-closing working capital adjustments. The Company financed the acquisition by incurring a floating-rate term loan of $9.6 million, net of $0.1 million in debt issuance costs.
Gse Systems Inc – FORWARD LOOKING STATEMENTSand non-gaap financial measures This presentation, our remarks, and answers to questions contain statements that are considered 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. These statements reflect our current expectations concerning future events and results. We use words such as "expect," "intend," "believe," "may," "will," "should," "could," "anticipate," and similar expressions to identify forward-looking statements, but their absence does not mean a (June 15th, 2018)
Gse Systems Inc – GSE Systems, Inc. FIRST AMENDMENT TO THIRD AMENDED AND RESTATED BYLAWS (June 15th, 2018)
Gse Systems Inc – -- Strengthens GSE's global leadership in technical engineering solutions for ASME code -- -- Projected to add more than $10 million to GSE's annual revenue -- -- Transaction anticipated to be immediately accretive to GSE's adjusted earnings -- -- GSE secures $25 million delayed draw term loan to fund acquisitions -- (May 14th, 2018)COLUMBIA, MD – May 14, 2018 – GSE Systems, Inc. ("GSE" or "the Company") (Nasdaq: GVP), a leader in real-time high-fidelity simulation systems, training/consulting and technology-enabled engineering solutions to the power and process industries, today announced that the Company acquired True North Consulting, LLC ("True North"), a respected provider of specialty engineering solutions to the nuclear power industry.
Gse Systems Inc – AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT by and among CITIZENS BANK, NATIONAL ASSOCIATION as Bank and GSE SYSTEMS, INC. GSE PERFORMANCE SOLUTIONS, INC. as Borrower May 11, 2018 (May 14th, 2018)THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (as amended from time to time, this "Agreement") is made as of the 11th day of May, 2018, by and among GSE SYSTEMS, INC., a Delaware corporation ("Parent"), GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation ("GSE Performance" and with Parent and any other Person that becomes a Borrower after the Closing Date, jointly and severally the "Borrower"), and CITIZENS BANK, NATIONAL ASSOCIATION (together with its successors and assigns, "Bank"). Borrower and Bank agree, under seal, as follows:
Gse Systems Inc – ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 13 Section 2.01 Purchase and Sale. 13 Section 2.02 Purchase Price. 13 Section 2.03 Transactions to be Effected at the Closing. 13 Section 2.04 Purchase Price Adjustment. 15 Section 2.05 Closing. 16 Section 2.06 Withholding Tax. 16 Section 2.07 Allocation of Purchase Price. 17 ARTICLE III REPRESENTATIONS AND WARRANTIES ON BEHALF OF THE COMPANY 17 Section 3.01 Organization and Authority of the Company. 17 Section 3.02 Capitalization. 18 Section 3.03 No Subsidiaries. 18 Section 3.04 No Conflicts; Consents. 18 Section 3.05 Financial Statements. (May 14th, 2018)This Membership Interest Purchase Agreement (this "Agreement"), dated as of May 11, 2018 (the "Effective Date"), is entered into between True North Consulting, LLC, a Colorado limited liability company (the "Company"), Donald R. Horn and Jenny C. Horn (collectively, "Sellers"), GSE Performance Solutions, Inc., a Delaware corporation ("Buyer"), and Donald R. Horn, as a representative of all of the Sellers (the "Seller Representative"). Sellers may also be individually referred to as a "Seller Party" and, collectively, as the "Seller Parties." Sellers, the Company and Buyer may be individually referred to as a "Party" and, collectively, as the "Parties."
Gse Systems Inc – Absolute Consulting Inc. Interim Condensed Financial Statements (November 30th, 2017)
Gse Systems Inc – ABSOLUTE CONSULTING, INC. Financial Statements and Supplementary Information December 31, 2016 and 2015 (November 30th, 2017)We have audited the accompanying financial statements of Absolute Consulting, Inc. (an S corporation), which comprise the balance sheets as of December 31, 2016 and 2015, and the related statements of income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes to the financial statements.
Gse Systems Inc – GSE SYSTEMS, INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Combined Financial Information (November 30th, 2017)On September 20, 2017, GSE, through its wholly-owned subsidiary GSE Performance Solutions, Inc. ("Performance Solutions"), acquired 100% of the capital stock of Absolute Consulting, Inc. ("Absolute") for $8.8 million pursuant to the Stock Purchase Agreement by and among Performance Solutions and the sellers of Absolute. The purchase price was subject to a customary working capital adjustment resulting in total consideration of $9.5 million. The acquisition of Absolute was completed on an all-cash transaction basis.
Gse Systems Inc – FORWARD LOOKING STATEMENTSand non-gaap financial measures This presentation, our remarks, and answers to questions contain statements that are considered 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. These statements reflect our current expectations concerning future events and results. We use words such as "expect," "intend," "believe," "may," "will," "should," "could," "anticipate," and similar expressions to identify forward-looking statements, but their absence does not mean a (November 29th, 2017)
Gse Systems Inc – AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (June 16th, 2017)This Amendment No. 2 to Employment Agreement, made as of June 12, 2017, is by and between GSE Systems, Inc., a Delaware corporation (the "Company"), and Kyle J. Loudermilk, an employee of the Company (the "Executive").
Gse Systems Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (June 16th, 2017)This Amendment to Employment Agreement, made as of June 12, 2017, is by and between GSE Systems, Inc., a Delaware corporation (the "Company"), and Bahram Meyssami, an employee of the Company (the "Executive").
Gse Systems Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (June 16th, 2017)This Amendment to Employment Agreement, made as of June 12, 2017, is by and between GSE Systems, Inc., a Delaware corporation (the "Company"), and Emmett Pepe, an employee of the Company (the "Executive").
Gse Systems Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (June 16th, 2017)This Amendment to Employment Agreement, made as of June 12, 2017, is by and between GSE Systems, Inc., a Delaware corporation (the "Company"), and Christopher D. Sorrells, an employee of the Company (the "Executive").
Gse Systems Inc – AMENDMENT TO RESTRICTED SHARE UNIT AGREEMENT (May 15th, 2017)THIS AMENDMENT to Restricted Share Unit Agreement, made as of July 1, 2016, is by and between GSE SYSTEMS, INC., a Delaware corporation (the "Company"), and Bahram Meyssami, an employee of the Company (the "Grantee").
Gse Systems Inc – Restricted Share Unit Agreement (May 15th, 2017)This Restricted Share Unit Agreement (this "Agreement") is made and entered into as of December 1, 2015 (the "Grant Date") by and between GSE Systems, Inc., a Delaware corporation, (the "Company") and Bahram Meyssami (the "Grantee").
Gse Systems Inc – EMPLOYMENT AGREEMENT (May 15th, 2017)This Employment Agreement, dated as of December 1, 2015 (the "Effective Date"), by and between GSE Systems, Inc., a Delaware corporation with principal executive offices at 1332 Londontown Blvd., Sykesville, MD 21784 (the "Company"), and Bahram Meyssami, residing at ______________ ("Executive").
Gse Systems Inc – SIXTH COMPREHENSIVE AMENDMENT TO FINANCING DOCUMENTS (January 4th, 2017)THIS SIXTH COMPREHENSIVE AMENDMENT TO FINANCING DOCUMENTS (this "Amendment") is dated effective as of December 29, 2016, by and among GSE SYSTEMS, INC., a Delaware corporation ("GSE") and GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation and successor by merger to GSE Envision LLC, a New Jersey limited liability company and also formerly known as GSE Power Systems, Inc. ("GSE Performance Solutions"), (GSE and GSE Performance Solutions, each a "Co-Borrower" and collectively, the "Co-Borrowers") and BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (the "Bank") which bank is the successor by merger to SUSQUEHANNA BANK, formerly a Pennsylvania state chartered commercial banking corporation ("Susquehanna"); witnesseth:
Gse Systems Inc – CREDIT AND SECURITY AGREEMENT by and between CITIZENS BANK, NATIONAL ASSOCIATION as Bank and GSE SYSTEMS, INC. GSE PERFORMANCE SOLUTIONS, INC. as Borrower December 29, 2016 (January 4th, 2017)THIS CREDIT AND SECURITY AGREEMENT (the "Agreement") is made as of the 29th day of December, 2016, by and between (a) GSE SYSTEMS, INC., a Delaware corporation ("Parent"), and (b) GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation ("GSE Performance" and jointly and severally with Parent, the "Borrower"), and CITIZENS BANK, NATIONAL ASSOCIATION ("Bank"). Borrower and Bank agree, under seal, as follows:
Gse Systems Inc – Restricted Share Unit Agreement (November 14th, 2016)This Restricted Share Unit Agreement (this "Agreement") is made and entered into as of _ (the "Grant Date") by and between GSE Systems, Inc., a Delaware corporation, (the "Company") and _ (the "Grantee").
Gse Systems Inc – AMENDED AND RESTATED BYLAWS OF GSE SYSTEMS, INC. (as amended and restated on September 14, 2016) SECTION I CAPITAL STOCK (September 16th, 2016)
Gse Systems Inc – Restricted Share Unit Agreement (August 19th, 2016)
Gse Systems Inc – EMPLOYMENT AGREEMENT (August 19th, 2016)This Employment Agreement, dated as of August 15, 2016 (the "Effective Date"), by and between GSE Systems, Inc., a Delaware corporation with principal executive offices at 1332 Londontown Blvd., Sykesville, MD 21784 (the "Company"), and Christopher D. Sorrells, residing at 3501 Harvard Avenue, Dallas, Texas 75205 ("Executive").
Gse Systems Inc – Restricted Share Unit Agreement (August 19th, 2016)This Restricted Share Unit Agreement (this "Agreement") is made and entered into as of August 15, 2016 (the "Grant Date"), by and between GSE Systems, Inc., a Delaware corporation, (the "Company") and Christopher D. Sorrells (the "Grantee").
Gse Systems Inc – Restricted Share Unit Agreement (Cash Award) (August 19th, 2016)This Restricted Share Unit Agreement (this "Agreement") is made and entered into as of August 15, 2016 (the "Grant Date"), by and between GSE Systems, Inc., a Delaware corporation, (the "Company") and Christopher D. Sorrells (the "Grantee").
Gse Systems Inc – EMPLOYMENT AGREEMENT (July 5th, 2016)This Employment Agreement, dated as of July 1, 2016 (the "Effective Date"), by and between GSE Systems, Inc., a Delaware corporation with principal executive offices at 1332 Londontown Blvd., Sykesville, MD 21784 (the "Company"), and Emmett Pepe, residing at 1515 Judd Court, Herndon, VA 20170 ("Executive").
Gse Systems Inc – Restricted Share Unit Agreement (July 5th, 2016)This Restricted Share Unit Agreement (this "Agreement") is made and entered into as of July 1, 2016 (the "Grant Date") by and between GSE Systems, Inc., a Delaware corporation, (the "Company") and Emmett Pepe (the "Grantee").
Gse Systems Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (July 1st, 2016)THIS AMENDMENT to Employment Agreement, made as of July 1, 2016, is by and between GSE SYSTEMS, INC., a Delaware corporation (the "Company"), and KYLE J. LOUDERMILK, an employee of the Company (the "Executive").
Gse Systems Inc – Sykesville, MD – March 17, 2016 - GSE Systems, Inc. ("GSE" or "the Company") (NYSE MKT: GVP), the world leader in real-time high-fidelity simulation systems and training solutions to the power and process industries, today announced that it has been awarded a contract to design, engineer and deliver three full scope simulator systems to an existing client, a major nuclear power plant operator based in the southern United States. GSE will deliver a second reference plant simulator to each of three nuclear plant sites over the next 18 to 24 months, dramatically enhancing the simulation capabilit (March 17th, 2016)
Gse Systems Inc – Restricted Share Unit Agreement (January 28th, 2016)This Restricted Share Unit Agreement (this "Agreement") is made and entered into as of January 22, 2016 (the "Grant Date") by and between GSE Systems, Inc., a Delaware corporation, (the "Company") and Kyle Loudermilk (the "Grantee").