-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M2cuAjK4TRWeQ7rfqqdEq47pJcWa2esJYY9pP7rSVpA+D02ckmgXtRxvxpadf4Of K5dW9aKMAu7AQVlnGiYQ8w== 0000944480-04-000045.txt : 20040816 0000944480-04-000045.hdr.sgml : 20040816 20040816155722 ACCESSION NUMBER: 0000944480-04-000045 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSE SYSTEMS INC CENTRAL INDEX KEY: 0000944480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521868008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14785 FILM NUMBER: 04978717 BUSINESS ADDRESS: STREET 1: 9189 RED BRANCH ROAD CITY: COLUMBIA STATE: MD ZIP: 21045 BUSINESS PHONE: 4107723500 MAIL ADDRESS: STREET 1: 9189 RED BRANCH ROAD STREET 2: 9189 RED BRANCH ROAD CITY: COLUMBIA STATE: MD ZIP: 21045 10-Q 1 f10q_063004.txt 10Q_063004 Conformed 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 June 30, 2004. or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from --------------------- to ---------------------- . Commission File Number: 0-26494 GSE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 52-1868008 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 9189 Red Branch Road, Columbia Maryland, 21045 (Address of principal executive office and zip code) Registrant's telephone number, including area code: (410) 772-3500 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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. Yes [ X ] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ] As of August 2, 2004, there were 8,949,706 shares of the Registrant's common stock outstanding. GSE SYSTEMS, INC. QUARTERLY REPORT ON FORM 10-Q INDEX PAGE PART I. FINANCIAL INFORMATION 3 Item 1. Financial Statements: Consolidated Balance Sheets as of June 30, 2004 3 and December 31, 2003 Consolidated Statements of Operations for the Three 4 and Six Months Ended June 30, 2004 and June 30, 2003 Consolidated Statements of Comprehensive Income (Loss)for the 5 Three and Six Months Ended June 30, 2004 and June 30, 2003 Consolidated Statements of Cash Flows for the Six Months Ended 6 June 30, 2004 and June 30, 2003 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Results of 13 Operations and Financial Condition Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 20 PART II. OTHER INFORMATION 21 Item 1. Legal Proceedings 21 Item 2. Changes in Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Submission of Matters to a Vote of Security Holders 21 Item 5. Other Information 21 Item 6. Exhibits and Reports on Form 8-K 21 SIGNATURES 22 PART I - FINANCIAL INFORMATION Item 1. Financial Statements GSE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) Unaudited June 30, 2004 December 31, 2003 ----------------- ------------------ ASSETS Current assets: Cash and cash equivalents $ 1,533 $ 1,388 Restricted cash 172 473 Contract receivables 8,960 9,457 Prepaid expenses and other current assets 1,038 1,635 ----------------- ------------------ Total current assets 11,703 12,953 Equipment and leasehold improvements, net 563 643 Software development costs, net 1,013 946 Goodwill, net 1,739 1,739 Other assets 142 255 ------------------ ------------------- Total assets $ 15,160 $ 16,536 ================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 25 $ 33 Accounts payable 3,818 2,946 Accrued expenses 1,312 1,518 Accrued compensation and payroll taxes 1,656 1,752 Billings in excess of revenue earned 1,572 3,927 Other current liabilities 313 240 ------------------ ------------------- Total current liabilities 8,696 10,416 Long-term debt - 9 Accrued warranty reserves 474 407 Other liabilities 25 25 ------------------ ------------------ Total liabilities 9,195 10,857 ------------------ ------------------ Commitments and contingencies Stockholders' equity: Series A convertible preferred stock $.01 par value, 2,000,000 shares authorized, no shares issued and outstanding - - Common stock $.01 par value, 18,000,000 shares authorized, shares issued and outstanding 8,949,706 in 2004 and 2003 89 89 Additional paid-in capital 30,815 30,815 Retained earnings (deficit) - at formation (5,112) (5,112) Retained earnings (deficit) - since formation (18,822) (19,162) Accumulated other comprehensive loss (1,005) (951) ------------------ -------------------- Total stockholders' equity 5,965 5,679 ------------------ -------------------- Total liabilities and stockholders' equity $ 15,160 $ 16,536 ================== ==================== The accompanying notes are an integral part of these consolidated financial statements.
GSE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited) Three months Six months ended June 30, ended June 30, ----------------------- ------------------------ 2004 2003 2004 2003 -------- -------- --------- -------- Contract revenue $ 7,597 $ 5,545 $ 15,158 $ 10,520 Cost of revenue 5,760 4,533 11,544 8,327 ------- -------- --------- -------- Gross profit 1,837 1,012 3,614 2,193 ------- -------- --------- -------- Operating expenses Selling, general and administrative 1,184 1,313 2,422 2,550 Administrative charges from GP Strategies 246 - 492 - Depreciation and amortization 74 99 143 200 ------- -------- --------- -------- Total operating expenses 1,504 1,412 3,057 2,750 -------- -------- --------- -------- Operating income (loss) 333 (400) 557 (557) Interest expense, net (16) (95) (159) (146) Other income (expense), net 16 (2) 16 (7) -------- --------- --------- ------- Income (loss) from continuing operations before income taxes 333 (497) 414 (710) Provision (benefit) for income taxes 57 (15) 74 22 -------- -------- --------- ------- Income (loss) from continuing operations 276 (482) 340 (732) Loss from discontinued operations - (650) - (918) --------- -------- --------- ------- Net income (loss) 276 (1,132) 340 (1,650) Preferred stock dividends - (58) - (116) -------- -------- --------- ------- Net income (loss) attributed to common shareholders $ 276 $ (1,190) $ 340 $ (1,766) ======== ======== ========= ======== Basic earnings (loss) per common share: Continuing operations $ 0.03 $ (0.09) $ 0.04 $ (0.14) Discontinued operations - (0.11) - (0.16) -------- -------- --------- -------- Net income (loss) $ 0.03 $ (0.20) $ 0.04 $ (0.30) ======== ======== ========= ======== Diluted earnings (loss) per common share: Continuing operations $ 0.03 $ (0.09) $ 0.04 $ (0.14) Discontinued operations - (0.11) - (0.16) -------- -------- ---------- -------- Net income (loss) $ 0.03 $ (0.20) $ 0.04 $ (0.30) ======== ======== ========= ======== The accompanying notes are an integral part of these consolidated financial statements.
GSE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (Unaudited) Three months Six months ended June 30, ended June 30, ------------------------- ---------------------- 2004 2003 2004 2003 -------- ----------- -------- ----------- Net income (loss) $ 276 $ (1,132) $ 340 $ (1,650) Foreign currency translation adjustment (13) 92 (54) 95 -------- ----------- -------- ----------- Comprehensive income (loss) $ 263 $ (1,040) $ 286 $ (1,555) ======== =========== ======== =========== The accompanying notes are an integral part of these consolidated financial statements.
GSE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Six months ended June 30, ------------------------------- 2004 2003 ------------- -------------- Cash flows from operating activities: Net income (loss) $ 340 $ (1,650) Loss from discontinued operations - (918) ------------- -------------- Income (loss) from continuing operations 340 (732) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 315 366 Changes in assets and liabilities: Contract receivables 497 (904) Prepaid expenses and other assets 710 (218) Accounts payable, accrued compensation and accrued expenses 528 234 Billings in excess of revenues earned (2,355) 72 Accrued warranty reserves 113 (163) Other liabilities 27 (61) ------------- -------------- Net cash provided by (used in) operating activities 175 (1,406) Net cash provided by discontinued operations - 945 ------------ -------------- Net cash provided by (used in) operating activities 175 (461) ------------ -------------- Cash flows from investing activities: Capital expenditures (68) (36) Capitalized software development costs (239) (380) Releases of cash as collateral under letters of credit 301 308 Other cash used in discontinued operations, net - (384) ------------- -------------- Net cash used in investing activities (6) (492) ------------- -------------- Cash flows from financing activities: Decrease in borrowings under line of credit - (368) Other financing activities, net (17) 245 ------------ -------------- Net cash used in financing activities (17) (123) ------------- -------------- Effect of exchange rate changes on cash (7) 43 ------------- -------------- Net increase (decrease) in cash and cash equivalents 145 (1,033) Cash and cash equivalents at beginning of year 1,388 1,617 -------------- -------------- Cash and cash equivalents at end of period $ 1,533 $ 584 ============ ============== The accompanying notes are an integral part of these consolidated financial statements.
GSE SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months ended June 30, 2004 and 2003 (Unaudited) 1. Basis of Presentation and Revenue Recognition The consolidated financial statements included herein have been prepared by GSE Systems, Inc. (the "Company") without independent audit. In the opinion of the Company's management, all adjustments and reclassifications of a normal and recurring nature necessary to present fairly the financial position, results of operations and cash flows for the periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the period ended December 31, 2003 filed with the Securities and Exchange Commission on April 14, 2004. With the sale of the Company's Process Automation business in 2003, the Company has only one reportable segment. The Company has a wide range of knowledge of simulation systems and the processes those systems are intended to control and model. The Company's knowledge is concentrated heavily in simulation technology and model development. The Company is primarily engaged in simulation for the power generation industry, the process industries, and the US Government sector. The Company has a commanding competitive position in the nuclear power industry with an installed capacity over two times all other competitors combined. Contracts typically range from 18 months to three years. At June 30, 2004 GP Strategies Corporation ("GP Strategies") owned 58% of the Company's common stock. The majority of the Company's revenue is derived through the sale of uniquely designed systems containing hardware, software and other materials under fixed-price contracts. In accordance with Statement of Position 81-1 Accounting for Performance of Construction-Type and Certain Production-Type Contracts, the revenue under these fixed-price contracts is accounted for on the percentage-of-completion method. This methodology recognizes income as work progresses on the contract and is based on an estimate of the income earned to date, less income recognized in earlier periods. The Company bases its estimate of the degree of completion of the contract by reviewing the relationship of costs incurred to date to the expected total costs that will be incurred on the project. Estimated contract earnings are reviewed and revised periodically as the work progresses, and the cumulative effect of any change is recognized in the period in which the change is identified. Estimated losses are charged against earnings in the period such losses are identified. As the Company recognizes revenue under the percentage-of-completion method, it provides an accrual for estimated future warranty costs based on historical and projected claims experience. The Company's long-term contracts generally provide for a one-year warranty on parts, labor and any bug fixes as it relates to software embedded in the systems. The Company's system design contracts do not provide for "post customer support service" (PCS) in terms of software upgrades, software enhancements or telephone support. In order to obtain PCS, the customers must purchase a separate contract. Such PCS arrangements are generally for a one-year period renewable annually and include customer support, unspecified software upgrades, and maintenance releases. The Company recognizes revenue from these contracts ratably over the life of the agreements in accordance with Statement of Position 97-2 "Software Revenue Recognition". Revenues from certain consulting or training contracts are recognized on a time-and-material basis. For time-and-material type contracts, revenue is recognized based on hours incurred at a contracted labor rate plus expenses. Contract receivables unbilled of $5.3 million and $4.4 million as of June 30, 2004 and December 31, 2003, respectively, are typically billed within sixty days. In July, the Company billed $695,000 of the unbilled amounts. 2. Basic and Diluted Earnings (Loss) Per Common Share Basic earnings (loss) per share is based on the weighted average number of outstanding common shares for the period. Diluted earnings (loss) per share adjusts the weighted average shares outstanding for the potential dilution that could occur if stock options, warrants or convertible preferred stock were exercised or converted into common stock. The number of common shares and common share equivalents used in the determination of basic and diluted earnings (loss) per share were as follows:
(in thousands, except for per share amounts) Three months Six months ended June 30, ended June 30, --------------------- -------------------------- 2004 2003 2004 2003 --------- -------- --------- ----------- Numerator: Net income (loss) $ 276 $ (1,132) $ 340 $ (1,650) Preferred stock dividends - (58) - (116) --------- -------- -------- ----------- Net income (loss) attributed to common stockholders $ 276 $ (1,190) $ 340 $ (1,766) ========= ======== ========= =========== Denominator: Weighted-average shares outstanding for basic earnings per share 8,949,706 6,019,138 8,949,706 5,951,182 Effect of dilutive securities: Employee stock options, warrants and options outside the plan 63,902 - 65,664 - --------- -------- --------- ----------- Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 9,013,608 6,019,138 9,015,370 5,951,182 ========= ========= ========= ============ Shares related to dilutive securities excluded because inclusion would be anti-dilutive: 1,694,776 3,538,956 1,694,776 3,538,959 ========= ========= ========= ============
The difference between the basic and diluted number of weighted average shares outstanding for the three and six months ended June 30, 2004 represents dilutive stock options and warrants to purchase shares of common stock computed under the treasury stock method, using the average market price during the period. The net loss for the three and six months ended June 30, 2003 was increased by preferred stock dividends of $58,000 and $116,000, respectively, in calculating the per share amounts. Conversion of the stock options, warrants and convertible preferred stock was not assumed for the three and six months ended June 30, 2003 because the impact was anti-dilutive. 3. Discontinued Operations In September 2003, the Company completed the sale of substantially all of the assets of GSE Process Solutions, Inc. (Process) to Novatech, LLC (Novatech) pursuant to an Asset Purchase Agreement, effective as of September 25, 2003, by and between the Company, Process and Novatech. The Company received $5.5 million in cash, subject to certain adjustments. The Company recognized a loss on this transaction of $262,000. In conjunction with the transaction, Novatech purchased certain assets with a book value of $11.7 million and assumed certain operating liabilities totaling approximately $6.8 million. The Company incurred approximately $865,000 of closing costs associated with the transaction. Results of operations for the three and six months ended June 30, 2003 have been restated to classify the operating results of the Process business as discontinued operations. For the three and six months ended June 30, 2003, contract revenue for the discontinued Process business was $4.2 million and $8.5 million, respectively. Net loss for the discontinued Process business for the same periods was $650,000 and $918,000, respectively. 4. Software Development Costs Certain computer software development costs are capitalized in the accompanying consolidated balance sheets. Capitalization of computer software development costs begins upon the establishment of technological feasibility. Capitalization ceases and amortization of capitalized costs begins when the software product is commercially available for general release to customers. Amortization of capitalized computer software development costs is included in cost of revenue and is determined using the straight-line method over the remaining estimated economic life of the product, not to exceed five years. Software development costs capitalized were $142,000 and $172,000 for the quarters ended June 30, 2004 and 2003, respectively. Total amortization expense was $86,000 and $101,000 for the quarters ended June 30, 2004 and 2003, respectively. For the six months ended June 30, 2004 and 2003, software development costs capitalized were $239,000 and $380,000, respectively. Total amortization expense was $172,000 and $167,000 for the six months ended June 30, 2004 and 2003, respectively. 5. Stock Compensation The Company applies the intrinsic-value-based method of accounting prescribe by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, and interpretation of APB Opinion No. 25, issued in March 2000, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, Accounting for Stock-Based Compensation, established accounting and disclosure requirements using a fair-value-based method of accounting for stock based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of SFAS No. 123. If the computed values of all the Company's stock based awards were calculated and expensed (over the vesting period of the awards) using the fair value method specified under SFAS 123, net income (loss) would have been as follows: (in thousands, except per share data) Three months Six months ended June 30, ended June 30, - - -------------------------- -------------------------- 2004 2003 2004 2003 --------- ---------- ---------- ----------- Net income (loss) attributed to common stockholders, as reported $ 276 $ (1,190) $ 340 $ (1,766) Add stock-based employee compensation expense included in reported net income (loss) - - - - Deduct total stock-based employee compensation expense determined under fair-value-method for all awards (15) (67) (30) (133) --------- ---------- ---------- ----------- Pro forma net income (loss) $ 261 $ (1,257) $ 310 $ (1,899) ======== ========== ========== =========== Net income (loss) per share, as reported: Basic $ 0.03 $ (0.20) $ 0.04 $ (0.30) Diluted $ 0.03 $ (0.20) $ 0.04 $ (0.30) Net loss per share, as adjusted: Basic $ 0.03 $ (0.21) $ 0.03 $ (0.32) Diluted $ 0.03 $ (0.21) $ 0.03 $ (0.32)
No employee stock options were issued in the first six months of 2004 or 2003. 6. Long-term Debt The Company's long-term debt consists of an unsecured promissory note to a former employee with a remaining balance of $25,000 at June 30, 3004 which is due March 31, 2005. General Physics Corporation is a wholly owned subsidiary of GP Strategies. On March 30, 2004, the Company was added as an additional borrower under the Financing and Security Agreement between General Physics Corporation and a financial institution. Under the terms of the agreement, $1.5 million of General Physics' available credit facility has been carved out for use by GSE. The line is collateralized by substantially all of the Company's assets and provides for borrowings up to 80% of eligible accounts receivable and 80% of eligible unbilled receivables. The interest rate on this line of credit is based upon the LIBOR Market Index Rate plus 3% (4.37% as of June 30, 2004), with interest only payments due monthly. At June 30, 2004, the Company's available borrowing base was $1.5 million, none of which had been utilized. The credit facility expires on August 23, 2005. The credit facility requires the Company to comply with certain financial ratios. At June 30, 2004, the Company was in compliance with its financial ratio covenants. 7. Series A Convertible Preferred Stock The Series A convertible preferred stock had no voting rights and required dividends at the rate of 6% per annum payable quarterly. Dividends accumulated if not paid quarterly and compounded interest accrued on any unpaid dividends. On October 23, 2003, ManTech International Corp. elected to convert all of its 39,000 shares of preferred stock to common stock in conjunction with the sale of its ownership in the Company to GP Strategies. Thus, as of June 30, 2004 and December 31, 2003 there are no shares of preferred stock outstanding. The Company had accrued dividends payable of $366,000 as of June 30, 2004 and December 31, 2003. Such amount accrues interest at the rate of 6% until paid. 8. Letters of Credit and Performance Bonds. As of June 30, 2004, the Company was contingently liable for four letters of credit totaling approximately $201,000. All of these letters of credit represent payment bonds on contracts and have been cash collateralized and are classified as restricted cash in the consolidated balance sheet. In addition, the Company was contingently liable at June 30, 2004 for approximately $62,000 under a performance bond on one contract, which was secured by a bank guarantee of the Company's foreign subsidiary. 9. Income Taxes The Company's effective tax rate was 17.9% and 1.4% for the six months ended June 30, 2004 and June 30, 2003, respectively. The increase in the effective tax rate is attributable primarily to higher taxable income in Sweden and the impact of the alternative minimum tax in the United States. For 2004 the Company's combined U.S. federal and state effective tax rate is projected to be 6% and the Swedish effective tax rate is projected to be 30%. 10. Administrative Charges from GP Strategies and Other Related Party Transactions On January 1, 2004, the Company entered into a Management Services Agreement with GP Strategies Corporation in which GP Strategies agreed to provide corporate support services to GSE, including accounting, finance, human resources, legal, network support and tax. GSE will pay an annual fee of $685,000 ($171,250 per quarter) for these services. The term of the agreement is one year, subject to earlier termination only upon the mutual consent of the parties to the agreement. The agreement can be renewed for successive one-year terms. In December 2003, GSE's Board of Directors elected John Moran, a GP Strategies executive with experience in the power industry and simulation technology, as Chief Executive Officer. Mr. Moran will continue as a GP Strategies employee, however, Mr. Moran will devote 100% of his time to the performance of his duties as CEO of GSE. For 2004, GSE will reimburse GP Strategies $300,000 ($75,000 per quarter) for his compensation and benefits. In March, 2003, GP Strategies extended their $1.8 million limited guarantee of the Company's previous bank facility. In consideration for the extension of the guarantee, the Company issued 150,000 shares of its common stock to GP Strategies. The number of shares was calculated based upon a 10% fee divided by the closing price of GSE's common stock on March 21, 2003. The Company recorded the value of $180,000 as deferred financing cost with a corresponding credit to common stock and additional paid-in capital. The deferred costs were amortized over the one-year life of the guarantee. 11. New Accounting Standards In December 2003, the FASB issued Interpretation No. 46R, Consolidation of Variable Interest Entities, which requires the consolidation of entities meeting certain criteria. The Company does not participate in any variable interest entities. GSE SYSTEMS, INC. AND SUBSIDIARIES FORM 10-Q For the Three and Six Months ended June 30, 2004 and 2003 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition In September 2003, the Company completed the sale of substantially all of the assets of GSE Process Solutions, Inc. (Process) to Novatech, LLC (Novatech) pursuant to an Asset Purchase Agreement, effective as of September 25, 2003, by and between the Company, Process and Novatech. The Company received $5.5 million in cash, subject to certain adjustments. The operating results of the Company's Process business have been classified as discontinued operations in the Consolidated Statements of Operations for the three and six months ended June 30, 2003. Following the sale of Process, the Company operates only in the Simulation business. On January 1, 2004, the Company entered into a Management Services Agreement with GP Strategies Corporation in which GP Strategies agreed to provide corporate support services to GSE, including accounting, finance, human resources, legal, network support and tax. GSE will pay an annual fee of $685,000 ($171,250 per quarter) for these services. The term of the agreement is one year, subject to earlier termination only upon the mutual consent of the parties to the agreement. The agreement can be renewed for successive one-year terms. Cautionary Statement Regarding Forward-Looking Statements This report contains certain forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed forward-looking statements. These statements are based on management's current beliefs and expectations and are subject to numerous risks and uncertainties and changes in circumstances. Actual results may differ materially from these forward-looking statements due to changes in global, economic, business, governmental, technical, competitive, market and regulatory factors. General Business Environment GSE Systems, Inc. ("GSE Systems", "GSE" or the "Company") is a world leader in real-time high fidelity simulation technology and model development. The Company provides simulation solutions and services to the power generation industry, the process industries, and the US Government sector. In addition, the Company provides plant monitoring and signal analysis monitoring and optimization software primarily to the power industry, and develops specialized software applications for emerging technologies. Effective January 1, 2004, the Company reorganized, creating a dedicated worldwide business development organization under the direction of one manager, and consolidating all of its operations in Columbia, Maryland, St. Mary's, Georgia and Nykoping, Sweden under another manager. The Company entered into a Management Services Agreement with GP Strategies effective January 1, 2004 in which the Company outsourced most of its corporate functions (accounting, human resources, etc.) and terminated most of its corporate staff at the end of 2003. The Company's Power Simulation Business Unit ("Power") is positioning itself to take advantage of emerging trends in the power industry. The operating licenses for numerous nuclear power plants will expire over the next several years. Fourteen plants have already received license extensions, and sixteen more have applications pending. Many plants are also planning significant upgrades to the physical equipment and control room technology in conjunction with the license extensions. Both will result in the need to modify or replace the existing plant control room simulators. The Company, having the largest installed base of existing simulators, is well positioned to capture the majority of this business. Installation of new control room technology is also driving increased simulator business in the fossil power market. In 2004, the Company is working on embedding its full scope simulator software into classroom training materials. This will provide dynamic training and feedback to the student, versus just static text. The Company is segmenting its simulation software into "pieces" so that the software can be utilized to teach specific skills in operating the nuclear electric utilities without the need for control room panels. The Company is expanding its presence in the US Government sector. It is teaming with other established government contractors and seeking to secure military simulation contracts where the Company's simulation expertise, coupled with team partner capability, provides a compelling competitive advantage. Also, in the government sector the Company is completing technology to simulate the operation of Emergency Operations Centers (EOC) run by municipal and state governments. REMITS is a Real-time Emergency Management Interactive Training System designed to simulate emergency situations and enable EOC staff to train without requiring human participation in the field. REMITS enables the EOC staff to stay current with the technology and enables instructors to introduce new problems and challenges during the exercise to test the EOC staff response to changing situations. As the Federal Government spends billions of dollars in first responder training, management believes the Company's REMITS product will be useful in training for disaster recovery and terrorist threat response. The Company expects the REMITS product will be released for sale in the third quarter 2004. In Emerging Technologies, the Company is completing the launch of PRISM(TM), a hand held, wireless application designed for physicians and health care professionals. Within a hand held, wireless device, PRISM stores electronic patient records which can be quickly retrieved and updated at the point of care--in essence simulating a physician's home office in real time. It also records dictation, provides patient history, lab and consult reports, allergies and insurance information. With PRISM physicians can also order prescriptions, medical supplies, lab tests, consultations and create clinical reminders, among many other features. The Company has developed PRISM in concert with MDOffices, Inc., a start up company whose mission is to develop and commercialize the PRISM technology. PRISM is in beta phase testing with a commercial launch scheduled for the third quarter of 2004. There is no certainty that either REMITS or PRISM will have a materially positive impact upon the Company's future performance. Results of Operations The following table sets forth the results of operations for the periods presented expressed in thousands of dollars and as a percentage of revenues: (in thousands) Three months ended June 30, Six months ended June 30, --------------------------------------- ------------------------------------- 2004 % 2003 % 2004 % 2003 % -------- -------- -------- -------- ------- --------- --------- -------- Contract revenue $ 7,597 100.0 % $ 5,545 100.0 % $ 15,158 100.0 % $ 10,520 100.0 % Cost of revenue 5,760 75.8 % 4,533 81.7 % 11,544 76.2 % 8,327 79.2 % -------- -------- -------- -------- -------- --------- --------- -------- Gross profit 1,837 24.2 % 1,012 18.3 % 3,614 23.8 % 2,193 20.8 % -------- -------- -------- -------- -------- --------- --------- -------- Operating expenses: Selling, general and administrative 1,184 15.6 % 1,313 23.7 % 2,422 16.0 % 2,550 24.2 % Administrative charges from GP Strategies 246 3.2 % - 0.0 % 492 3.2 % - 0.0 % Depreciation and amortization 74 1.0 % 99 1.8 % 143 0.9% 200 1.9 % -------- -------- -------- -------- -------- --------- --------- -------- Total operating expenses 1,504 19.8 % 1,412 25.5 % 3,057 20.1 % 2,750 26.1 % -------- -------- -------- -------- -------- --------- --------- -------- Operating income (loss) 333 4.4 % (400) (7.2)% 557 3.7 % (557) (5.3)% Interest expense, net (16) (0.2)% (95) (1.7)% (159) (1.0)% (146) (1.4)% Other income (expense), net 16 0.2 % (2) (0.0)% 16 0.1 % (7) 0.0% -------- -------- -------- -------- -------- --------- --------- -------- Income (loss) from continuing operations before income taxes 333 4.4 % (497) (8.9)% 414 2.8 % (710) (6.7)% Provision (benefit) for income taxes 57 0.8 % (15) (0.2)% 74 0.5 % 22 0.2 % -------- -------- -------- -------- -------- --------- ---------- -------- Income (loss) from continuing operations 276 3.6 % (482) (8.7)% 340 2.3 % (732) (6.9)% Loss from discontinued operations - 0.0% (650) (11.7)% - 0.0% (918) (8.7)% -------- -------- -------- -------- -------- --------- ---------- -------- Net income (loss) $ 276 3.6% $(1,132) (20.4)% $ 340 2.3% $(1,650) (15.6)% ======== ======== ======== ======== ======== ========= ========== ========
Critical Accounting Policies and Estimates In preparing the Company's financial statements, management makes several estimates and assumptions that affect the Company's reported amounts of assets, liabilities, revenues and expenses. Those accounting estimates that have the most significant impact on the Company's operating results and place the most significant demands on management's judgment are discussed below. For all of these policies, management cautions that future events rarely develop exactly as forecast, and the best estimates may require adjustment. Revenue Recognition on Long-Term Contracts. The Company uses the percentage-of-completion revenue recognition methodology to record revenue under its long-term fixed-price contracts in accordance with the AICPA Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. This methodology recognizes income as work progresses on the contract and is based on an estimate of the income earned to date, less income recognized in earlier periods. The Company bases its estimate of the degree of completion of the contract by reviewing the relationship of costs incurred to date to the expected total costs that will be incurred on the project. The Company's project managers are responsible for estimating the costs to be incurred at the beginning of each project and are responsible for updating the estimate as the project progresses. Management reviews the status of each project periodically with the project managers and determines whether the cost estimates are reasonable. If changes in the estimated costs to complete the projects are required, the cumulative impact on the percentage of completion revenue calculation is recognized in the period identified. Whenever evidence indicates that the estimated total cost of a contract will exceed its total contract value, the Company's operating results are charged for the full amount of the estimated losses immediately. Uncertainties inherent in the performance of contracts include labor availability and productivity, material costs, change order scope and pricing, software modification issues and customer acceptance issues. The reliability of these cost estimates is critical to the Company's revenue recognition as a significant change in the estimates can cause the Company's revenue and related margins to change significantly from the amounts estimated in the early stages of the project. Capitalization of Computer Software Development Costs. In accordance with Statement of Financial Accounting Standards (SFAS) No. 86 Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, the Company capitalizes computer software development costs incurred after technological feasibility has been established, but prior to the release of the software product for sale to customers. Once the product is available to be sold, the Company begins to amortize the costs over the estimated useful life of the product, which normally ranges from three to five years. At June 30, 2004, the Company has net capitalized software development costs of $1.0 million. On an annual basis, the Company assesses the recovery of the unamortized software computer costs by estimating the net undiscounted cash flows expected to be generated by the sale of the product. If the undiscounted cash flows are not sufficient to recover the unamortized software costs the Company will write-down the investment to its estimated fair value based on future discounted cash flows. The excess of any unamortized computer software costs over the related net realizable value is written down and charged to income. Significant changes in the sales projections could result in an impairment with respect to the capitalized software that is reported on the Company's balance sheet. Deferred Income Tax Valuation Allowance. Deferred income taxes arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. As required by SFAS No. 109 Accounting for Income Taxes, management makes a regular assessment of the realizability of the Company's deferred tax assets. In making this assessment, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income of the Company in making this assessment. A valuation allowance is recorded to reduce the total deferred income tax asset to its realizable value. At June 30, 2004, the Company's deferred tax assets related primarily to a U.S. net operating loss carryforward of $15.9 million which expire in various amounts over the next twenty years. The amount of loss carryforward which can be used by the Company may be limited to approximately $500,000 annually. The recovery of the Company's net deferred tax asset could not be substantiated by currently available objective evidence, and, accordingly, the Company has established a full valuation allowance for the balance of its deferred tax asset of $8.6 million at June 30, 2004. If the Company is able to realize taxable income in the future, the valuation allowance will be reduced. Results of Operations - Three and Six Months ended June 30, 2004 versus Three and Six Months ended June 30, 2003. Contract Revenue. Total contract revenue for the quarter ended June 30, 2004 totaled $7.6 million, which was 37.0% higher than the $5.5 million total revenue for the quarter ended June 30, 2003. Revenue for the six months ended June 30, 2004 was $15.2 million versus $10.5 million in the same period of 2003, a 44.1% increase. The increases reflect the significant order volume logged in 2003. At June 30, 2004, the Company's backlog was $22.7 million of which approximately $12.0 million will be recognized as revenue in the next six months. Gross Profit. Gross profit totaled $1.8 million (24.2% of revenue) for the quarter ended June 30, 2004, as compared with $1.0 million (18.3% of revenue) for the quarter ended June 30, 2003. For the six months ended June 30, 2004, gross profit increased from $2.2 million (20.8% of revenue) for the six months ended June 30, 2003 to $3.6 million (24.4% of revenue). The increase in gross profit percentage is mainly attributable to a 7% decrease in the Company's overhead costs in 2004 together with a higher revenue base to recover the Company's relatively fixed overhead costs. Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses totaled $1.2 million in the quarter ended June 30, 2004, a 9.8% decrease from the $1.3 million for the same period in 2003. SG&A expenses for the six months ended June 30, 2004 decreased 5.0%, from $2.6 million for the six months ended June 30, 2003 to $2.4 million. Business development costs increased from $378,000 in the second quarter 2003 to $560,000 in the second quarter 2004 and increased from $787,000 for the six months ended June 30, 2003 to $1.1 million in the same period of 2004. This reflects the Company's renewed focus on business development in 2004 and the reassignment of four operating personnel into the business development function on January 1, 2004. The Company's corporate and G&A expenses decreased from $842,000 in the second quarter 2003 to $621,000 in the second quarter 2004 reflecting the outsourcing of the Company's corporate function to GP Strategies on January 1, 2004. Likewise, for the six months ended June 30, 2004, corporate and G&A expenses decreased from $1.6 million for the first six months of 2003 to $1.3 million in 2004. The Company capitalized $142,000 of software development costs in the three months ended June 30, 2004 as compared to $172,000 in the same period of 2003. For the six months ended June 30, 2004 and 2003, the Company capitalized $239,000 and $380,000, respectively. The Company's R&D expenditures in the first half of 2004 were related to: * The development of new functionality for the Company's Jtools software modeling tools. * The modification of the Company's simulation technology to simulate the operation of Emergency Operations Centers (EOC) run by municipal and state governments. * The development of a software product that will allow doctors to create digital patient records through the use of a personal digital assistant (PDA) instead of manually recording patient information. * The embedding of the Company's full scope simulator software into classroom training materials by segmenting its simulation software into "pieces" so that the software can be utilized to teach specific skills in operating the nuclear electric utilities without the need for control room panels. Administrative Charges from GP Strategies. On January 1, 2004, the Company entered into a Management Services Agreement with GP Strategies Corporation in which GP Strategies agreed to provide corporate support services to GSE, including accounting, finance, human resources, legal, network support and tax. GSE will pay an annual fee of $685,000 ($171,250 per quarter) for these services. The term of the agreement is one year, subject to earlier termination only upon the mutual consent of the parties to the agreement. The agreement can be renewed for successive one-year terms. In December 2003, GSE's Board of Directors elected John Moran, a GP Strategies executive with experience in the power industry and simulation technology, as Chief Executive Officer. Mr. Moran will continue as a GP Strategies employee, however, Mr. Moran will devote 100% of his time to the performance of his duties as CEO of GSE. For 2004, GSE will reimburse GP Strategies $300,000 ($75,000 per quarter) for his compensation and benefits. Depreciation and Amortization. Depreciation expense totaled $74,000 and $99,000 during the quarters ended June 30, 2004 and 2003, respectively. For the six months ended June 30, 2004 and 2003 depreciation expense totaled $143,000 and $200,000, respectively. The reduction reflects certain assets becoming fully depreciated. Operating Income (Loss). The Company had operating income of $333,000 (4.4% of revenue) in the second quarter 2004, as compared with operating loss of $400,000 (7.2% of revenue) for the same period in 2003. For the six months ended June 30, 2004 and 2003, the Company had operating income of $557,000 (3.7% of revenue) and operating loss of $557,000 (5.3% of revenue), respectively. The increase was due to the factors outlined above. Interest Expense, Net. Net interest expense decreased from $95,000 in the quarter ended June 30, 2003 to $16,000 for the same quarter in 2004. For the six months ended June 30, 2004 and 2003, net interest expense totaled $159,000 and $146,000, respectively. In March 2003, GP Strategies extended their $1.8 million limited guarantee of the Company's bank facility for a one-year period. In consideration for the extension of the guarantee, the Company issued 150,000 shares of its common stock to GP Strategies. The number of shares was calculated based upon a 10% fee divided by the closing price of GSE's common shares on March 21, 2003. The cost of the guarantee was amortized over the one year period; GSE recognized $45,000 of interest expense in the first quarter 2004 which completed the amortization of these costs. The fees paid to the Company's financial institution as consideration for the extension of the Company's credit facility for a one-year period beginning March 23, 2003 were amortized over the one year extension. In the first quarter 2004, the Company recognized $94,000 of interest expense which completed the amortization of these costs. Provision for Income Taxes. The Company's effective tax rate was 17.9% and 1.4% for the six months ended June 30, 2004 and June 30, 2003, respectively. The increase in the effective tax rate is attributable primarily to higher taxable income in Sweden and the impact of the alternative minimum tax in the United States. For 2004 the Company's combined U.S. federal and state effective tax rate is projected to be 6% and the Swedish effective tax rate is projected to be 30%. Liquidity and Capital Resources As of June 30, 2004, the Company's cash and cash equivalents totaled $1.5 million compared to $1.4 million at December 31, 2003. Cash provided by (used in) operating activities. For the six months ended June 30, 2004, net cash provided by activities was $175,000. Significant changes in the Company's assets and liabilities in 2004 included: * a $710,000 reduction in prepaid expenses and other assets. The reduction reflects (1) lower prepaid insurance expense due to the participation of the Company in some of GP Strategies' insurance programs, (2) the collection from Novatech of expenses paid by the Company on behalf of Novatech after the sale of the Process business in 2003 and (3) a reduction in capitalized bank commitment fees. * an increase in accounts payable, accrued compensation and accrued expenses of $528,000. The increase reflects the increase in project activity in 2004 as compared to the prior year and the related increase in obligations to the Company's subcontractors that are working on projects located in Mexico and Eastern Europe. * a decrease in billings in excess of revenues earned by $2.4 million. In 2003, the Company had entered into a $6.0 million contract with a Mexican customer for a full scope simulator that allowed the Company to invoice the customer for 20% of the contract upon the receipt of the purchase order as an advance payment. The reduction in billings in excess of revenues earned mainly reflects the completion of work which has reduced the Company's liability to the customer for the advance payment. Net cash used in operating activities was $461,000 for the six months ended June 30, 2003; $1.4 million was used by continuing operations and $945,000 was provided by discontinued operations. The only significant change in the Company's assets and liabilities in the first quarter 2003 was an increase in contract receivables of $904,000. The Company's unbilled receivables increased during the quarter due to the timing of contract-specified milestone billings. Cash used in investing activities. Net cash used in investing activities was $6,000 for the six months ended June 30, 2004, consisting of $239,000 of capitalized software development costs and $68,000 of capital expenditures, offset by the expiration of $301,000 of cash collateralized stand-by letters of credit for which the cash collateral was released. Net cash used in investing activities was $492,000 in the six months ended June 30, 2003; $108,000 was used by continuing operations and $384,000 was used by discontinued operations. The $108,000 used by continuing operations included $380,000 of capitalized software development costs, and $36,000 for capital expenditures. In addition, two cash-collateralized standby letters of credit totaling $308,000 issued by the Company prior to 2003 expired and the cash was received. Cash used in financing activities. In the six months ended June 30, 2004, the Company used $17,000 in financing activities related to the pay down of a note payable. During the six months ended June 30, 2003, the Company used $123,000 net cash in financing activities. The Company decreased its borrowings under its bank line of credit by $368,000 to a total of $5.1 million. In December 1997, the Company acquired 100% of the outstanding common stock of J.L. Ryan, Inc. for an initial purchase price of $1.0 million and contingent consideration based on the performance of the business from 1998 to 2002. In April 2003, the Company issued four promissory notes to the former shareholders of J.L.Ryan (all of whom were GSE employees) totaling approximately $515,000 for the 2002 contingent consideration. At June 30, 2003, $258,000 was outstanding on the notes. Credit Facilities General Physics Corporation is a wholly owned subsidiary of GP Strategies. On March 30, 2004, the Company was added as an additional borrower under the Financing and Security Agreement between General Physics Corporation and a financial institution. Under the terms of the agreement, $1.5 million of General Physics' available credit facility has been carved out for use by GSE. The line is collateralized by substantially all of the Company's assets and provides for borrowings up to 80% of eligible accounts receivable and 80% of eligible unbilled receivables. The interest rate on this line of credit is based upon the LIBOR Market Index Rate plus 3% (4.37% as of June 30, 2004), with interest only payments due monthly. At June 30, 2004, the Company's available borrowing base was $1.5 million, none of which had been utilized. The credit facility expires on August 23, 2005. The credit facility requires the Company to comply with certain financial ratios. At June 30, 2004, the Company was in compliance with its financial ratio covenants. Item 3. Quantitative and Qualitative Disclosure about Market Risk The Company's market risk is principally confined to changes in foreign currency exchange rates and potentially adverse effects of differing tax structures. The Company's exposure to foreign exchange rate fluctuations arises in part from inter-company accounts in which costs incurred in one entity are charged to other entities in different foreign jurisdictions. The Company is also exposed to foreign exchange rate fluctuations as the financial results of all foreign subsidiaries are translated into U.S. dollars in consolidation. As exchange rates vary, those results when translated may vary from expectations and adversely impact overall expected profitability. The Company is also subject to market risk related to the interest rate on its existing line of credit. As of June 30, 2004, such interest rate is based on the Libor Market Index Rate plus 300 basis-points. As of June 30, 2004, the Company did not have any outstanding debt that was subject to variable interest rates. Item 4. Controls and Procedures As of the end of the period covered by this report, GSE management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of the date of that evaluation. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation. GSE SYSTEMS, INC. AND SUBSIDIARIES FORM 10-Q For the Three and Six Months ended June 30, 2004 and 2003 PART II - OTHER INFORMATION Item 1. Legal Proceedings In accordance with its conduct in the ordinary course of business, certain actions and proceedings are pending to which the Company is a party. In the opinion of management, the aggregate liabilities, if any, arising from such actions are not expected to have a material adverse effect on the financial condition of the Company. Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K Form 8-K was filed by the Registrant with the Securities and Exchange Commission on April 14, 2004 regarding the press release issued by the Company announcing the Company's financial results for 2003 and the new credit facility with Wachovia Bank. Form 8-K was filed by the Registrant with the Securities and Exchange Commission on April 26, 2004 regarding the press release issued by the Company announcing multiple simulation contract awards. Form 8-K was filed by the Registrant with the Securities and Exchange Commission on May 17, 2004 regarding the press release issued by the Company announcing the Company's financial results for the first quarter, 2004. 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. Date: August 16, 2004 GSE SYSTEMS, INC. /S/ JOHN V. MORAN ----------------- John V. Moran Chief Executive Officer (Principal Executive Officer) /S/ JEFFERY G. HOUGH --------------------- Jeffery G. Hough Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) EX-31 2 exh31_1.txt EXHIBIT 31_1 Exhibit 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. I, John Moran, certify that: 1. I have reviewed this quarterly report on Form 10-Q of GSE Systems, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors : a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 16, 2004 ___________________________ John Moran Chief Executive Officer (Principal Executive Officer) EX-31 3 exh31_2.txt EXHIBIT 31_2 Exhibit 31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. I, Jeffery G. Hough, certify that: 1. I have reviewed this quarterly report on Form 10-Q of GSE Systems, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 16, 2004 ____________________________ Jeffery G. Hough Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) EX-32 4 exh32_060304.txt EXHIBIT 32_063004 Exhibit 32.1 Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer and the Chief Financial Officer of GSE Systems, Inc. (the "Company"), each hereby certifies that, to his knowledge, on the date hereof: (a) the Quarterly Report on Form 10-Q of the Company for the six months ended June 30, 2004 filed on the date hereof with the Securities and Exchange Commission (the "Quarterly Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (b) the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company. ____________________________ John V. Moran Chief Executive Officer Date: August 16, 2004 ____________________________ Jeffery G. Hough Senior Vice President and Chief Financial Officer Date: August 16, 2004 -----END PRIVACY-ENHANCED MESSAGE-----