EX-99.1 2 ef20034081_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1


GSE Systems Reports Second Quarter 2024 Financial Results

Columbia, MD – August 14, 2024 - GSE Systems, Inc. (“GSE Solutions”, “GSE”, or “the Company”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that support the future of clean energy production and decarbonization initiatives of the nuclear power industry, today announced financial results for the second quarter (“Q2”) ended June 30, 2024.

Q2 2024 and Recent Highlights


 •
Improved gross profit growth driven by Engineering segment, with a 14% increase over Q1 of 2024 and Q2 of 2023.

•
Achieved positive Adjusted EBITDA for the first half of 2024, due to continued strong performance from our Engineering segment and diligent operating expense management.

•
Backlog at June 30, 2024, was $34.7 million, including $30.4 million of Engineering backlog, and $4.3 million of Workforce Solutions backlog.

•
Ended Q2 with cash, cash equivalents and restricted cash of $2.7 million, including restricted cash of $1.5 million.

•
Subsequent to Q2 end, GSE entered into definitive merger agreement to be acquired by Pelican Energy Partners.

Management Commentary

Ravi Khanna, President & Chief Executive Officer of GSE, commented, “I am pleased with the second quarter results, which showed the execution of our strategic plan of improved utilization, which resulted in improved gross profit margin and continued diligence on expense controls. This combination led the company to report positive adjusted EBITDA of $0.6 million during the quarter. While the company is operating at an efficient level, order flow in the quarter was a bit softer, which reflects that the industry continues to recover at a cautious pace. We continue to see potential order flow at a respectable level, but also are experiencing continued timing issues, as projects are consistently getting pushed to the right. Considering where we are in the current cycle, the company has entered into a definitive agreement with Pelican Energy Partners and believes it to be highly beneficial  for GSE shareholders, customers and employees. I will miss communicating with shareholders as we move forward with Pelican to navigate and provide value to the nuclear power industry.”

Q2 2024 FINANCIAL RESULTS

Revenue during Q2 2024 was $11.7 million an increase of $0.4 million compared to $11.3 million in Q1 2024, and revenue was $12.4 million in Q2 2023. The sequential improvement in revenues was primarily driven by our Design & Analysis business due to additional training and consulting work for new customers, offset by a sequential decrease in Workforce Solutions. The year-over-year decrease of $0.7 million was primarily due to the Workforce Solutions segment which saw a reduction of staffing needs from  major customers.

Engineering revenue was $9.3 million in Q2 2024 compared to $8.7 million in Q1 2024, and $9.0 million in Q2 2023. The increase in revenue was primarily attributable to our Design & Analysis business due to additional training & consulting work for new customers.

Workforce Solutions revenue was $2.4 million in Q2 2024 compared to $2.6 million in Q1 2024, and $3.3 million in Q2 2023. The sequential and year-over-year decreases are mainly due to the reduction in workforce requirements.

1
Gross profit in Q2 2024 was $3.7 million, or 31.3% of revenue. This compared to gross profit of $3.2 million, or 26.0% of revenue in Q2 2023, and $3.2 million, or 28.5% of revenue in Q1 2024. The increase in gross margin was primarily related to the Engineering segment’s revenue growth as well as the increased project efficiency which produced higher margins in the quarter.

Operating expenses in Q2 2024 were $3.4 million compared to $4.0 million in Q2 2023. Operating expenses were $4.7 million in Q1 2024. Operating expenses were lower due to an improved corporate cost structure. The Company continues to maintain tight expense controls despite inflationary pressures.

Operating income (loss) was approximately $0.3 million in Q2 2024, compared $(0.8) million in Q2 2023. Operating loss was $(1.5) million in Q1 2024.

Net loss in Q2 2024 was $(0.9) million or $(0.26) per basic and diluted share, compared to net loss of $(1.5) million or $(0.62) per basic and diluted share in Q2 2023. Net loss was $(2.0) million or $(0.63) per basic and diluted share in Q1 2024.

Adjusted net income1 totaled $0.1 million, or $0.02 per diluted share in Q2 2024, compared to adjusted net loss of $(1.3) million, or $(0.53) per diluted share, in Q2 2023. Adjusted net loss1 totaled $(1.1) million, or $(0.35) per diluted share in Q1 2024.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for Q2 2024 was approximately $(0.3) million, compared to $(0.4) million in Q2 2023. EBITDA for Q1 2024 was approximately $(1.2) million.

Adjusted EBITDA1 totaled $0.6 million in Q2 2024, compared to $(0.4) million in Q2 2023. Adjusted EBITDA1 totaled $(0.4) million in Q1 2024.

Backlog at June 30, 2024, was $34.7 million, including $30.4 million of Engineering backlog, and $4.3 million of Workforce Solutions.

1 Refer to the non-GAAP reconciliation tables at the end of this press release for a definition of “EBITDA”, “adjusted EBITDA” and “adjusted net income”.

CONFERENCE CALL

Due to the impending transaction with Pelican, GSE Systems will not be conducting a conference call.

ABOUT GSE SOLUTIONS

Proven by more than 50 years of experience in the nuclear power industry, GSE knows what it takes to help customers deliver carbon-free electricity safely and reliably. Today, GSE Solutions leverages top talent, expertise, and technology to help energy facilities achieve next-level power plant performance. GSE’s advanced Engineering and Workforce Solutions divisions offer highly specialized training, engineering design, program compliance, simulation, and technical staffing that reduce risk and optimize plant operations. With more than 1,100 installations and hundreds of customers in over 50 countries, GSE delivers operational excellence. www.gses.com.

FORWARD LOOKING STATEMENTS

We make statements in this press release 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,” “anticipates,” and similar expressions to identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties, and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Company Contact
Investor Contact
Ravi Khanna
Lytham Partners
Chief Executive Officer
Adam Lowensteiner, Vice President
GSE Systems, Inc.
(646) 829-9702
(410) 970-7800
gvp@lythampartners.com

GSE SYSTEMS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)

   
Three Months ended
    
Six Months ended
  


June 30,

June 30,
  
   
2024
    
2023
    
2024
    
2023
  
   
(unaudited)
    
(unaudited)
    
(unaudited)
    
(unaudited)
  
Revenue
  
$
11,725
    
$
12,387
    
$
23,008
    
$
23,260
  
Cost of revenue
    
8,051
      
9,172
      
16,118
      
17,650
  
Gross profit
    
3,674
      
3,215
      
6,890
      
5,610
  
                                 
Selling, general and administrative
    
3,070
      
3,653
      
7,430
      
8,441
  
Research and development
    
118
      
154
      
347
      
335
  
Restructuring charges
    
64
      
-
      
64
      
-
  
Depreciation
    
50
      
53
      
108
      
101
  
Amortization of definite-lived intangible assets
    
83
      
131
      
182
      
292
  
Total operating expenses
    
3,385
      
3,991
      
8,131
      
9,169
  
                                 
Operating income (loss)
    
289
      
(776
)
    
(1,241
)
    
(3,559
)
                                 
Interest expense, net
    
(258
)
    
(767
)
    
(717
)
    
(1,053
)
Change in fair value of derivative instruments, net
    
(736
)
    
171
      
(753
)
    
240
  
Other (loss) income, net
    
(47
)
    
(98
)
    
7
      
(88
)
                                 
Loss before income taxes
    
(752
)
    
(1,470
)
    
(2,704
)
    
(4,460
)
                                 
Expense (benefit) from income taxes
    
102
      
28
      
142
      
(11
)
                                 
Net loss
  
$
(854
)
  
$
(1,498
)
  
$
(2,846
)
  
$
(4,449
)
                                 
Net (loss) income per common share - basic and diluted
  
$
(0.26
)
  
$
(0.62
)
  
$
(0.89
)
  
$
(1.89
)
                                 
Weighted average shares outstanding - basic and diluted
    
3,258,124
      
2,418,827
      
3,203,465
      
2,356,413
  

GSE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

   
June 30, 2024
    
December 31, 2023
  
   
(unaudited)
    
(audited)
  
ASSETS
  
Current assets:
            
Cash and cash equivalents
  
$
1,254
    
$
2,250
  
Restricted cash, current
    
379
      
378
  
Contract receivables, net of allowance for credit loss
    
9,391
      
10,166
  
Prepaid expenses and other current assets
    
553
      
879
  
Total current assets
    
11,577
      
13,673
  
                 
Equipment, software and leasehold improvements, net
    
650
      
754
  
Software development costs, net
    
761
      
750
  
Goodwill
    
4,908
      
4,908
  
Intangible assets, net
    
997
      
1,179
  
Restricted cash - long term
    
1,086
      
1,083
  
Operating lease right-of-use assets, net
    
297
      
413
  
Other assets
    
45
      
45
  
Total assets
  
$
20,321
    
$
22,805
  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
  
Current liabilities:
                
Current portion of long-term note
    
1,200
      
810
  
Accounts payable
    
2,388
      
3,300
  
Accrued expenses
    
1,768
      
1,053
  
Accrued legal settlements
    
529
      
1,010
  
Accrued compensation
    
2,146
      
1,086
  
Billings in excess of revenue earned
    
4,974
      
5,119
  
Accrued warranty
    
166
      
176
  
Income taxes payable
    
1,776
      
1,701
  
Derivative liabilities
    
1,861
      
1,132
  
Other current liabilities
    
358
      
956
  
Total current liabilities
    
17,166
      
16,343
  
                 
Long-term note, less current portion
    
-
      
637
  
Operating lease liabilities, noncurrent
    
301
      
357
  
Other noncurrent liabilities
     80      
126
  
Total liabilities
    
17,547
      
17,463
  
                 
Commitments and contingencies (Note 12)
                
                 
Stockholders’ equity:
                
Preferred stock $0.01 par value; 2,000,000 shares authorized; no shares issued and outstanding
    
-
      
-
  
Common stock $0.01 par value; 60,000,000 shares authorized, 3,466,522 and 3,194,030 shares issued, 3,306,631 and 3,034,139 shares outstanding, respectively
    
34
      
32
  
Additional paid-in capital
    
87,253
      
86,983
  
Accumulated deficit
    
(81,554
)
    
(78,708
)
Accumulated other comprehensive income
    
40
      
34
  
Treasury stock at cost, 159,891 shares
    
(2,999
)
    
(2,999
)
Total stockholders’ equity
    
2,774
      
5,342
  
Total liabilities and stockholders’ equity
  
$
20,321
    
$
22,805
  

EBITDA and Adjusted EBITDA Reconciliation (in thousands)

References to “EBITDA” mean net (loss) income, before considering interest expense, expense (benefit) from provision for income taxes, depreciation and amortization. References to Adjusted EBITDA excludes stock-based compensation expense and the impact of the change in fair value of derivative instruments. EBITDA and Adjusted EBITDA are not measures of financial performance under U.S. GAAP. Management believes EBITDA and Adjusted EBITDA, in addition to operating profit, net income and other U.S. GAAP measures, are useful to investors to evaluate the Company’s results because it excludes certain items that are not directly related to the Company’s core operating performance that may, or could, have a disproportionate positive or negative impact on our results for any particular period. Investors should recognize that EBITDA and Adjusted EBITDA might not be comparable to similarly-titled measures of other companies. This measure should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with U.S. GAAP. A reconciliation of non-U.S. GAAP EBITDA and Adjusted EBITDA to the most directly comparable U.S. GAAP measure in accordance with SEC Regulation G follows:

    Three Months ended    
Six Months ended
  
    June 30,    
June 30,
  
   
2024
    
2023
    
2024
    
2023
  
   
(unaudited)
    
(unaudited)
    
(unaudited)
    
(unaudited)
  
Net loss
  
$
(854
)
  
$
(1,498
)
  
$
(2,846
)
  
$
(4,449
)
Interest expense, net
    
258
      
767
      
717
      
1,053
  
Expense (benefit) from income taxes
    
102
      
28
      
142
      
(11
)
Depreciation and amortization
    
228
      
267
      
487
      
560
  
EBITDA
    
(266
)
    
(436
)
    
(1,500
)
    
(2,847
)
Stock-based compensation expense
    
(274
)
    
246
      
20
      
531
  
Change in fair value of derivative instruments, net
    
736
      
(171
)
    
753
      
(240
)
Restructuring charges
    
64
      
-
      
64
      
-
  
Advisory fees
    
300
      
-
      
776
      
-
  
Adjusted EBITDA
  
$
560
    
$
(361
)
  
$
113
    
$
(2,556
)

Adjusted Net Income (Loss) Income and Adjusted EPS Reconciliation (in thousands, except per share amounts)

References to Adjusted Net Income (Loss) excludes the stock-based compensation expense, the impact of the change in fair value of derivative instruments, and amortization of intangible assets. Adjusted Net Income (Loss) and Adjusted Income (Loss) per Share (adjusted EPS) are not measures of financial performance under U.S. GAAP. Management believes Adjusted Net Income (Loss) and Adjusted Income (Loss) per Share, in addition to other U.S. GAAP measures, are useful to investors to evaluate the Company’s results because they exclude certain items that are not directly related to the Company’s core operating performance and non-cash items that may, or could, have a disproportionate positive or negative impact on our results for any particular period, such as stock-based compensation expense. These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with U.S. GAAP. A reconciliation of non-U.S. GAAP Adjusted Net Income (Loss) and Adjusted Income (Loss) per common Share to U.S. GAAP net loss, the most directly comparable U.S. GAAP financial measure, is as follows:

   
Three Months ended
    
Six Months ended
  
   
  June 30,
    
June 30,
  
   
2024
    
2023
    
2024
    
2023
  
   
(unaudited)
    
(unaudited)
    
(unaudited)
    
(unaudited)
  
Net loss
  
$
(854
)
  
$
(1,498
)
  
$
(2,846
)
  
$
(4,449
)
Stock-based compensation expense
    
(274
)
    
246
      
20
      
531
  
Change in fair value of derivative instruments, net
    
736
      
(171
)
    
753
      
(240
)
Restructuring charges
    
64
      
-
      
64
      
-
  
Advisory fees
    
300
      
-
      
776
      
-
  
Amortization of intangible assets related to acquisitions
    
83
      
131
      
182
      
292
  
Adjusted net income (loss)
    
55
      
(1,292
)
    
(1,051
)
    
(3,866
)
                                 
Net loss per common share - diluted
    
(0.26
)
    
(0.62
)
    
(0.89
)
    
(1.89
)
Add back: Effect of stock-based compensation
    
(0.08
)
    
0.11
      
0.01
      
0.24
  
Add back: Effect of change in fair value of derivative instruments, net
    
0.22
      
(0.07
)
    
0.23
      
(0.11
)
Add back: Effect of restructuring charges
    
0.02
      
-
      
0.02
      
-
  
Add back: Effect of advisory fees
    
0.09
      
-
      
0.24
      
-
  
Add back: Effect of amortization of intangible assets related to acquisitions
    
0.03
      
0.05
      
0.06
      
0.12
  
Adjusted net income (loss) per common share – diluted
  
$
0.02
    
$
(0.53
)
  
$
(0.33
)
  
$
(1.64
)
                                 
Weighted average shares outstanding – diluted(1)
    
3,258,124
      
2,418,827
      
3,148,806
      
2,293,389
  

(1) During the three and six months ended June 30, 2024, we reported a U.S. GAAP net loss and an adjusted net income (loss). Accordingly, there were no dilutive shares from RSUs or other dilutive instruments that are included in the adjusted net income (loss) per share calculation, as all shares were considered anti-dilutive when calculating the net loss per share. During the three and six months ended June 30, 2023 we reported a U.S. GAAP net income and an adjusted net loss. Accordingly, there were no dilutive shares from RSUs or other dilutive instruments that are included in the adjusted net loss per share calculation, as all shares were considered anti-dilutive when calculating the net loss per share.