(Mark One)
|
|||
☒
|
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the Quarterly Period Ended March 31, 2016
|
||
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 001-14785
|
GSE Systems, Inc.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
52-1868008
|
|
(State of incorporation)
|
(I.R.S. Employer Identification Number)
|
|
1332 Londontown Blvd., Suite 200, Sykesville MD
|
21784
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant's telephone number, including area code: (410) 970-7800
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
(Do not check if a smaller reporting company)
|
PAGE
|
|||
PART I.
|
3
|
||
Item 1.
|
|||
3
|
|||
4
|
|||
5
|
|||
6
|
|||
7
|
|||
8
|
|||
Item 2.
|
25
|
||
Item 3.
|
41
|
||
Item 4.
|
42
|
||
PART II.
|
44
|
||
Item 1.
|
44
|
||
Item 1A.
|
44
|
||
Item 2.
|
44
|
||
Item 3.
|
44
|
||
Item 4.
|
44
|
||
Item 5.
|
45
|
||
Item 6.
|
45
|
||
46
|
Unaudited
|
||||||||
March 31, 2016
|
December 31, 2015
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
11,225
|
$
|
11,084
|
||||
Restricted cash
|
1,877
|
1,771
|
||||||
Contract receivables, net
|
12,780
|
13,053
|
||||||
Prepaid expenses and other current assets
|
2,934
|
2,506
|
||||||
Total current assets
|
28,816
|
28,414
|
||||||
Equipment, software and leasehold improvements
|
7,012
|
7,003
|
||||||
Accumulated depreciation
|
(5,531
|
)
|
(5,407
|
)
|
||||
Equipment, software and leasehold improvements, net
|
1,481
|
1,596
|
||||||
Software development costs, net
|
1,195
|
1,145
|
||||||
Goodwill
|
5,612
|
5,612
|
||||||
Intangible assets, net
|
696
|
775
|
||||||
Long-term restricted cash
|
1,734
|
1,779
|
||||||
Other assets
|
94
|
50
|
||||||
Total assets
|
$
|
39,628
|
$
|
39,371
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
2,116
|
$
|
1,238
|
||||
Accrued expenses
|
1,727
|
1,723
|
||||||
Accrued compensation and payroll taxes
|
2,781
|
2,431
|
||||||
Billings in excess of revenue earned
|
8,785
|
9,229
|
||||||
Accrued warranty
|
1,410
|
1,614
|
||||||
Current contingent consideration
|
1,115
|
2,647
|
||||||
Other current liabilities
|
1,055
|
826
|
||||||
Total current liabilities
|
18,989
|
19,708
|
||||||
Contingent consideration
|
1,127
|
1,085
|
||||||
Other liabilities
|
706
|
210
|
||||||
Total liabilities
|
20,822
|
21,003
|
||||||
Stockholders' equity:
|
||||||||
Preferred stock $.01 par value, 2,000,000 shares authorized, shares issued and outstanding none in 2016 and 2015
|
-
|
-
|
||||||
Common stock $.01 par value, 30,000,000 shares authorized, 19,522,483 shares issued and 17,923,572 shares outstanding in 2016, 19,510,770 shares issued and 17,911,859 shares outstanding in 2015
|
195
|
195
|
||||||
Additional paid-in capital
|
73,732
|
73,481
|
||||||
Accumulated deficit
|
(50,711
|
)
|
(50,849
|
)
|
||||
Accumulated other comprehensive loss
|
(1,411
|
)
|
(1,460
|
)
|
||||
Treasury stock at cost, 1,598,911 shares in 2016 and 2015
|
(2,999
|
)
|
(2,999
|
)
|
||||
Total stockholders' equity
|
18,806
|
18,368
|
||||||
Total liabilities and stockholders' equity
|
$
|
39,628
|
$
|
39,371
|
Three months ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Contract revenue
|
$
|
12,976
|
$
|
14,013
|
||||
Cost of revenue
|
9,352
|
10,719
|
||||||
Gross profit
|
3,624
|
3,294
|
||||||
Operating expenses:
|
||||||||
Selling, general and administrative
|
3,111
|
3,269
|
||||||
Restructuring charges
|
125
|
97
|
||||||
Depreciation
|
100
|
129
|
||||||
Amortization of definite-lived intangible assets
|
73
|
123
|
||||||
Total operating expenses
|
3,409
|
3,618
|
||||||
Operating income (loss)
|
215
|
(324
|
)
|
|||||
Interest income, net
|
27
|
27
|
||||||
Loss on derivative instruments, net
|
(118
|
)
|
(48
|
)
|
||||
Other income (expense), net
|
102
|
(39
|
)
|
|||||
Income (loss) before income taxes
|
226
|
(384
|
)
|
|||||
Provision for income taxes
|
88
|
88
|
||||||
Net income (loss)
|
$
|
138
|
$
|
(472
|
)
|
|||
Basic earnings (loss) per common share
|
$
|
0.01
|
$
|
(0.03
|
)
|
|||
Diluted earnings (loss) per common share
|
$
|
0.01
|
$
|
(0.03
|
)
|
Three months ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Net income (loss)
|
$
|
138
|
$
|
(472
|
)
|
|||
Foreign currency translation adjustment
|
49
|
(236
|
)
|
|||||
Comprehensive income (loss)
|
$
|
187
|
$
|
(708
|
)
|
Common
Stock
|
Additional
Paid-in
|
Accumulated
|
Accumulated
Other Comprehensive
|
Treasury
Stock
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Loss
|
Shares
|
Amount
|
Total
|
|||||||||||||||||||||||||
Balance, December 31, 2015
|
19,511
|
$
|
195
|
$
|
73,481
|
$
|
(50,849
|
)
|
$
|
(1,460
|
)
|
(1,599
|
)
|
$
|
(2,999
|
)
|
$
|
18,368
|
||||||||||||||
Stock-based compensation expense
|
-
|
-
|
247
|
-
|
-
|
-
|
-
|
247
|
||||||||||||||||||||||||
Common stock issued for options exercised
|
2
|
-
|
4
|
-
|
-
|
-
|
-
|
4
|
||||||||||||||||||||||||
Common stock issued for RSUs vested
|
9
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
-
|
49
|
-
|
-
|
49
|
||||||||||||||||||||||||
Net income
|
-
|
-
|
-
|
138
|
-
|
-
|
-
|
138
|
||||||||||||||||||||||||
Balance, March 31, 2016
|
19,522
|
$
|
195
|
$
|
73,732
|
$
|
(50,711
|
)
|
$
|
(1,411
|
)
|
(1,599
|
)
|
$
|
(2,999
|
)
|
$
|
18,806
|
Three months ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
138
|
$
|
(472
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
Depreciation
|
100
|
129
|
||||||
Amortization of definite-lived intangible assets
|
73
|
123
|
||||||
Capitalized software amortization
|
81
|
90
|
||||||
Change in fair value of contingent consideration
|
(69
|
)
|
(80
|
)
|
||||
Stock-based compensation expense
|
247
|
134
|
||||||
Equity loss on investments
|
-
|
39
|
||||||
Loss on derivative instruments
|
118
|
48
|
||||||
Deferred income taxes
|
36
|
36
|
||||||
Gain on sales of equipment, software, and leasehold improvements
|
(1
|
)
|
-
|
|||||
Changes in assets and liabilities:
|
||||||||
Contract receivables
|
334
|
610
|
||||||
Prepaid expenses and other assets
|
(515
|
)
|
31
|
|||||
Accounts payable, accrued compensation and accrued expenses
|
1,226
|
(358
|
)
|
|||||
Billings in excess of revenue earned
|
(492
|
)
|
(835
|
)
|
||||
Accrued warranty
|
(101
|
)
|
51
|
|||||
Other liabilities
|
465
|
(18
|
)
|
|||||
Net cash provided by (used in) operating activities
|
1,640
|
(472
|
)
|
|||||
Cash flows from investing activities:
|
||||||||
Proceeds from sale of equipment, software, and leasehold improvements
|
31
|
-
|
||||||
Capital expenditures
|
(18
|
)
|
(104
|
)
|
||||
Capitalized software development costs
|
(131
|
)
|
(506
|
)
|
||||
Restrictions of cash as collateral under letters of credit
|
(2
|
)
|
(216
|
)
|
||||
Releases of cash as collateral under letters of credit
|
1
|
180
|
||||||
Net cash used in investing activities
|
(119
|
)
|
(646
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of common stock
|
4
|
-
|
||||||
Payments on line of credit
|
-
|
(339
|
)
|
|||||
Payments of the liability-classified contingent consideration arrangements
|
(1,421
|
)
|
(318
|
)
|
||||
Net cash used in financing activities
|
(1,417
|
)
|
(657
|
)
|
||||
Effect of exchange rate changes on cash
|
37
|
(218
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
141
|
(1,993
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
11,084
|
13,583
|
||||||
Cash and cash equivalents at end of period
|
$
|
11,225
|
$
|
11,590
|
1. | Summary of Significant Accounting Policies |
·
|
Performance Improvement Solutions (approximately 68% of revenue)
|
·
|
Nuclear Industry Training and Consulting (approximately 32% of revenue)
|
Three months ended
March 31,
|
|||||
2016
|
2015(1)
|
||||
Tennessee Valley Authority
|
12.6 %
|
20.9 %
|
Three months ended March 31, 2015
|
||||||||||||
As Reported
|
Adjustment
|
As Revised
|
||||||||||
Contract revenue
|
$
|
13,996
|
$
|
17
|
$
|
14,013
|
||||||
Cost of revenue
|
10,774
|
(55
|
)
|
10,719
|
||||||||
Gross profit
|
3,222
|
72
|
3,294
|
|||||||||
Operating loss
|
(396
|
)
|
72
|
(324
|
)
|
|||||||
Loss before income taxes
|
(456
|
)
|
72
|
(384
|
)
|
|||||||
Net loss
|
$
|
(544
|
)
|
$
|
72
|
$
|
(472
|
)
|
||||
Basic loss per common share
|
$
|
(0.03
|
)
|
$
|
-
|
$
|
(0.03
|
)
|
||||
Diluted loss per common share
|
$
|
(0.03
|
)
|
$
|
-
|
$
|
(0.03
|
)
|
Three months ended March 31, 2015
|
||||||||||||
As Reported
|
Adjustment
|
As Revised
|
||||||||||
Net loss
|
$
|
(544
|
)
|
$
|
72
|
$
|
(472
|
)
|
||||
Comprehensive loss
|
$
|
(780
|
)
|
$
|
72
|
$
|
(708
|
)
|
Three months ended March 31, 2015
|
||||||||||||
As Reported
|
Adjustment
|
As Revised
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$
|
(544
|
)
|
$
|
72
|
$
|
(472
|
)
|
||||
Changes in assets and liabilities:
|
||||||||||||
Contract receivables, net
|
583
|
27
|
610
|
|||||||||
Prepaid expenses and other assets
|
86
|
(55
|
)
|
31
|
||||||||
Billings in excess of revenue earned
|
(791
|
)
|
(44
|
)
|
(835
|
)
|
||||||
Net cash provided by operating activities
|
$
|
(472
|
)
|
$
|
-
|
$
|
(472
|
)
|
||||
Net decrease in cash and cash equivalents
|
$
|
(1,993
|
)
|
$
|
-
|
$
|
(1,993
|
)
|
2. | Recent Accounting Pronouncements |
3. | Basic and Diluted Earnings (Loss) per Common Share |
(in thousands, except for share amounts)
|
Three months ended
|
|||||||
March 31,
|
||||||||
2016
|
2015
|
|||||||
Numerator:
|
||||||||
Net income (loss)
|
$
|
138
|
$
|
(472
|
)
|
|||
Denominator:
|
||||||||
Weighted-average shares outstanding for basic earnings per share
|
17,912,045
|
17,887,859
|
||||||
Effect of dilutive securities:
|
||||||||
Employee stock options
|
221,697
|
-
|
||||||
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share
|
18,133,742
|
17,887,859
|
||||||
Shares related to dilutive securities excluded because inclusion would be anti-dilutive
|
752,042
|
2,565,067
|
4. | Contingent Consideration |
5. | Contract Receivables |
(in thousands)
|
March 31,
|
December 31,
|
||||||
2016
|
2015
|
|||||||
Billed receivables
|
$
|
7,631
|
$
|
9,831
|
||||
Unbilled receivables
|
5,171
|
3,325
|
||||||
Allowance for doubtful accounts
|
(22
|
)
|
(103
|
)
|
||||
Total contract receivables, net
|
$
|
12,780
|
$
|
13,053
|
6. | Software Development Costs |
7. | Goodwill and Intangible Assets |
8. | Fair Value of Financial Instruments |
Quoted Prices
in Active
Markets for Identical Assets
|
Significant
Other
Observable Inputs
|
Significant
Unobservable
Inputs
|
||||||||||||||
(in thousands)
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
||||||||||||
Money market funds
|
$
|
10,355
|
$
|
-
|
$
|
-
|
$
|
10,355
|
||||||||
Foreign exchange contracts
|
-
|
39
|
-
|
39
|
||||||||||||
Total assets
|
$
|
10,355
|
$
|
39
|
$
|
-
|
$
|
10,394
|
||||||||
Foreign exchange contracts
|
$
|
-
|
$
|
(159
|
)
|
$
|
-
|
$
|
(159
|
)
|
||||||
Contingent consideration liability
|
-
|
-
|
(2,242
|
)
|
(2,242
|
)
|
||||||||||
Total liabilities
|
$
|
-
|
$
|
(159
|
)
|
$
|
(2,242
|
)
|
$
|
(2,401
|
)
|
Quoted Prices
in Active
Markets for Identical Assets
|
Significant
Other
Observable Inputs
|
Significant
Unobservable
Inputs
|
||||||||||||||
(in thousands)
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
||||||||||||
Money market funds
|
$
|
8,979
|
$
|
-
|
$
|
-
|
$
|
8,979
|
||||||||
Foreign exchange contracts
|
-
|
121
|
-
|
121
|
||||||||||||
Total assets
|
$
|
8,979
|
$
|
121
|
$
|
-
|
$
|
9,100
|
||||||||
Foreign exchange contracts
|
$
|
-
|
$
|
(57
|
)
|
$
|
-
|
$
|
(57
|
)
|
||||||
Contingent consideration liability
|
-
|
-
|
(3,732
|
)
|
(3,732
|
)
|
||||||||||
Total liabilities
|
$
|
-
|
$
|
(57
|
)
|
$
|
(3,732
|
)
|
$
|
(3,789
|
)
|
(in thousands)
|
Three months ended
|
|||
March 31, 2016
|
||||
Contingent consideration:
|
||||
Beginning balance
|
$
|
3,732
|
||
Payments made on contingent liabilities
|
(1,421
|
)
|
||
Change in fair value and other
|
(69
|
)
|
||
Ending balance
|
$
|
2,242
|
9. | Derivative Instruments |
March 31,
|
December 31,
|
|||||||
(in thousands)
|
2016
|
2015
|
||||||
Asset derivatives
|
||||||||
Prepaid expenses and other current assets
|
$
|
39
|
$
|
115
|
||||
Other assets
|
-
|
6
|
||||||
39
|
121
|
|||||||
Liability derivatives
|
||||||||
Other current liabilities
|
(159
|
)
|
(57
|
)
|
||||
(159
|
)
|
(57
|
)
|
|||||
Net fair value
|
$
|
(120
|
)
|
$
|
64
|
Three months ended
March 31,
|
||||||||
(in thousands)
|
2016
|
2015
|
||||||
Foreign exchange contracts- change in fair value
|
$
|
(183
|
)
|
$
|
-
|
|||
Remeasurement of related contract receivables,
billings in excess of revenue earned, and
subcontractor accruals
|
65
|
(48
|
)
|
|||||
Loss on derivative instruments, net
|
$
|
(118
|
)
|
$
|
(48
|
)
|
10. | Stock-Based Compensation |
As of
|
||
Covenant
|
March 31, 2016
|
|
Minimum tangible capital base
|
Must exceed $10.5 million
|
$11.3 million
|
Quick ratio
|
Must exceed 1.00 : 1.00
|
1.52 : 1.00
|
12. | Product Warranty |
(in thousands)
|
||||
Balance at December 31, 2015
|
$
|
1,614
|
||
Warranty provision
|
145
|
|||
Warranty claims
|
(245
|
)
|
||
Currency adjustment
|
2
|
|||
Balance at March 31, 2016
|
$
|
1,516
|
13. | Income Taxes |
(dollars in thousands)
|
Three months ended
March 31,
|
|||||||
2016
|
2015
|
|||||||
Provision for income taxes
|
$
|
88
|
$
|
88
|
||||
Effective tax rate
|
38.6
|
%
|
(22.9
|
)%
|
(in thousands)
|
Three months ended
|
|||||||
March 31,
|
||||||||
2016
|
2015
|
|||||||
Contract revenue:
|
||||||||
Performance Improvement Solutions
|
$
|
8,843
|
$
|
8,833
|
||||
Nuclear Industry Training and Consulting
|
4,133
|
5,180
|
||||||
12,976
|
14,013
|
|||||||
Operating income (loss):
|
||||||||
Performance Improvement Solutions
|
(42
|
)
|
(704
|
)
|
||||
Nuclear Industry Training and Consulting
|
188
|
300
|
||||||
Gain on change in fair value of contingent consideration, net
|
69
|
80
|
||||||
215
|
(324
|
)
|
||||||
Interest income, net
|
27
|
27
|
||||||
Loss on derivative instruments, net
|
(118
|
)
|
(48
|
)
|
||||
Other income (expense), net
|
102
|
(39
|
)
|
|||||
Income (loss) before income taxes
|
$
|
226
|
$
|
(384
|
)
|
|||
·
|
GSE Performance Solutions, Inc. (formerly GSE Power Systems, Inc.), a Delaware corporation;
|
·
|
GSE Power Systems, AB, a Swedish corporation;
|
·
|
GSE Engineering Systems (Beijing) Co. Ltd., a Chinese limited liability company;
|
·
|
GSE Systems, Ltd., a Scottish limited liability company;
|
·
|
EnVision Systems (India) Pvt. Ltd., an Indian limited liability company; and
|
·
|
Hyperspring, LLC, an Alabama limited liability company.
|
·
|
Expand our total addressable market. Our focus on growth means introducing product capabilities or new product categories that create value for our customers and therefore expand our total addressable market. Currently we are working on initiatives to expand our solution offerings in both our business segments which may include, but not be limited to, the following: expanding our software product portfolio to the industries we serve with enhanced power and process simulation tools and systems that are complementary to our core offerings; delivering enhanced learning management systems/solutions; offering fully outsourced training solutions to our customers; adding work flow process improvement solutions; and tailoring operational reporting and business intelligence solutions to address the unique need of our end user markets. Initiatives such as these will broaden our scope and enable us to engage more deeply with the segments we serve.
|
·
|
Pursue strategic acquisitions opportunistically. We intend to complement our organic growth strategy through selective acquisitions of other software and service businesses, both domestic and international, which would enhance our existing portfolio of products, strengthen our relationships with our existing customers, and potentially expand our footprint to include new customers in our core served industries. We have made several small acquisitions in recent years and believe the opportunity exists to do more. For example, in January 2011 we acquired EnVision Systems Inc., which provided interactive multi-media tutorials and simulation models, primarily to the process industries. We have integrated the technology assets from this acquisition and expanded the firm's application to other industries, and we intend to repeat this successful process. We acquired Hyperspring in 2014, which enabled GSE to offer highly skilled nuclear operations and consulting know-how on site at a large segment of our client base on an operational basis providing essential services. This deepened our relationship with existing clients and won business for us at new client sites in the nuclear industry. This acquisition has proven to be very synergistic, enabling cross selling domestically, and in 2015, expanding these services internationally for the first time.
|
·
|
Continue to provide technology-enabled, market-leading solutions. We invest in research and development ("R&D") in order to deliver unique solutions that add tremendous value to our end-user markets. Recently we have delivered nuclear core and balance of plant modeling and visualization systems to the industry. To address the nuclear industry's need for more accurate simulation of both normal and accident scenarios, we provide our DesignEPTM and RELAP5-HD® solutions. Our entire JADETM suite of simulation software, including industry leading JTOPMERET® and JElectricTM software, provides the most accurate simulation of Balance of Plant and electrical systems available to the nuclear and fossil plant simulation market. The significant enhancements we have made to our SimExec® and OpenSimTM platforms enables customers to be more efficient in the daily operation of their simulators. We have both upgraded and expanded the EnVision library of simulation and eLearning tutorials for the process industries with specific new products for training clients in the upstream segment of the oil and gas industry. We continue to provide cutting edge training systems by adapting our technology to systems to meet the specific needs of customers such as U.S. government laboratories. We intend to continue to make prudent investments in R&D that first and foremost are driven by the market, and are complementary to advancing our growth strategy. Such investments in R&D may result in on-going enhancement of existing solutions as well as the creation of new solutions to serve our target markets, ensuring that we add greater value, in an easier to use fashion, than any alternative available to customers and that we delight them in the process. GSE has pioneered a number of industry standards over our lifetime and will continue to be one of the most innovative companies in our industry. We have a recognized high-value brand as one of the most respected providers of software and services to the industry, as evidenced by our marquee client base and significant market wins over the past year.
|
·
|
Expand International Operations in Selected Markets. We believe there are additional opportunities for us to market our software and services to international customers, and do so in a cost effective manner. For example, we believe partnerships with Value Added Resellers ("VAR") could significantly expand our sales pipeline for the EnVision software suite. Such VARs may yield positive results for our pursuing international nuclear opportunities globally (see industry trends below). We may explore the creation of appropriate joint ventures to target nuclear new-build programs in key growth regions.
|
·
|
Universal Training Simulators: These products complement the Self-Paced Training Tutorials by reinforcing what the student learned in the tutorial, putting it into practice on the Universal Simulator. The simulation models are high fidelity and engineering correct, but represent a typical plant or typical process, versus the exact replication of a client's plant. We have delivered over 250 such simulation models to clients consisting of major oil companies and educational institutions.
|
·
|
Part-Task Training Simulators: Like the Universal Simulators, we provide other unique training solutions such as a generic nuclear plant simulator and VPanel displays, which replicate control room hardware and simulator solutions specific to industry needs such as severe accident models to train on and aid in the understanding of events like the Fukushima Daiichi accident.
|
·
|
Plant-Specific Operator Training Simulators: These simulators provide an exact replication of the plant control room and plant operations. They provide the highest level of realism and training and allow users to practice their own plant-specific procedures. Clients can safely practice startup, shutdown, normal operations, as well as response to abnormal events we all hope they never have to experience in real life. We have delivered nearly 450 plant-specific simulators to clients in the nuclear power, fossil power and process industries worldwide.
|
·
|
Shortening the learning process
|
·
|
Reducing human errors
|
·
|
Mitigating the effects of retirement and turnover
|
·
|
Improving workforce agility
|
·
|
Achieving and maintaining certifications and compliance
|
·
|
All of these dimensions help to improve our customers' bottom lines
|
o
|
Procedure Development
|
o
|
Training Material Upgrade and Development
|
o
|
Work Management
|
o
|
Outage Execution
|
o
|
Planning and Scheduling
|
o
|
Corrective Actions
|
o
|
Self-Assessments
|
o
|
Equipment Reliability
|
(in thousands)
|
Three months ended March 31,
|
|||||||||||||||
2016
|
%
|
2015 (1)
|
%
|
|||||||||||||
Contract revenue
|
$
|
12,976
|
100.0
|
%
|
$
|
14,013
|
100.0
|
%
|
||||||||
Cost of revenue
|
9,352
|
72.1
|
%
|
10,719
|
76.5
|
%
|
||||||||||
Gross profit
|
3,624
|
27.9
|
%
|
3,294
|
23.5
|
%
|
||||||||||
Operating expenses:
|
||||||||||||||||
Selling, general and administrative
|
3,111
|
24.0
|
%
|
3,269
|
23.3
|
%
|
||||||||||
Restructuring charges
|
125
|
1.0
|
%
|
97
|
0.7
|
%
|
||||||||||
Depreciation
|
100
|
0.8
|
%
|
129
|
0.9
|
%
|
||||||||||
Amortization of definite-lived intangible assets
|
73
|
0.5
|
%
|
123
|
0.9
|
%
|
||||||||||
Total operating expenses
|
3,409
|
26.3
|
%
|
3,618
|
25.8
|
%
|
||||||||||
Operating income (loss)
|
215
|
1.6
|
%
|
(324
|
)
|
(2.3
|
)%
|
|||||||||
Interest income, net
|
27
|
0.2
|
%
|
27
|
0.2
|
%
|
||||||||||
Loss on derivative instruments, net
|
(118
|
)
|
(0.9
|
)%
|
(48
|
)
|
(0.3
|
)%
|
||||||||
Other income (expense), net
|
102
|
0.8
|
%
|
(39
|
)
|
(0.3
|
)%
|
|||||||||
Income (loss) before income taxes
|
226
|
1.7
|
%
|
(384
|
)
|
(2.7
|
)%
|
|||||||||
Provision for income taxes
|
88
|
0.6
|
%
|
88
|
0.7
|
%
|
||||||||||
Net income (loss)
|
$
|
138
|
1.1
|
%
|
$
|
(472
|
)
|
(3.4
|
)%
|
(in thousands)
|
Three months ended
|
|||||||
March 31,
|
||||||||
2016
|
2015(1)
|
|||||||
Contract Revenue:
|
||||||||
Performance Improvement Solutions
|
$
|
8,843
|
$
|
8,833
|
||||
Nuclear Industry Training and Consulting
|
4,133
|
5,180
|
||||||
Total Contract Revenue
|
$
|
12,976
|
$
|
14,013
|
($ in thousands)
|
Three months ended
|
|||||||||||||||
March 31,
|
||||||||||||||||
2016
|
%
|
2015(1)
|
%
|
|||||||||||||
Gross profit:
|
||||||||||||||||
Performance Improvement Solutions
|
$
|
3,145
|
35.6
|
%
|
$
|
2,777
|
31.4
|
%
|
||||||||
Nuclear Industry Training and Consulting
|
479
|
11.6
|
%
|
517
|
10.0
|
%
|
||||||||||
Consolidated Gross Profit
|
$
|
3,624
|
27.9
|
%
|
$
|
3,294
|
23.5
|
%
|
·
|
Business development costs decreased 40.6% from $1.3 million to $790,000 for the three months ended March 31, 2015, and 2016, respectively. The reduction in business development costs is largely due to the Company's restructuring actions in 2015 which reduced the number of business development personnel. Included within business development costs are bidding and proposal costs, which are the costs of operations personnel assisting with the preparation of contract proposals. Bidding and proposal costs decreased from $285,000 to $95,000 for the three months ended March 31, 2016, as compared to the three months ended March 31, 2015. This reduction is also a result of the Company's 2015 restructuring, as the number of operations personnel has decreased, and accordingly, the availability of operations personnel for proposal support has diminished.
|
·
|
The Company's general and administrative expenses increased from $1.6 million for the three months ended March 31, 2015, to $2.0 million for the three months ended March 31, 2016. The increase of $0.4 million is primarily attributable to the following:
|
o
|
In the three months ended March 31, 2016, the Company hired an outside consultant to review and document its procedures regarding revenue recognition, with special focus on software license and software maintenance revenue. The total cost incurred for these services was $152,000.
|
o
|
In the three months ended March 31, 2016, audit, tax, and legal expense totaled $264,000 compared to $149,000 in the three months ended March 31, 2015.
|
o
|
In the three months ended March 31, 2016, the Company accrued bonus expense of $219,000 for an employee bonus program which was initiated in 2016 plus targeted executive bonuses per their existing compensation contracts. However, these bonus payments are contingent upon the Company achieving certain levels of profitability. In the three months ended March 31, 2015, the Company accrued bonus expense of $11,000.
|
o
|
The Company's Swedish subsidiary decreased their bad debt reserve in the three months ended March 31, 2016, by $62,000 due to the collection of the related trade receivables.
|
o
|
Gross spending on software product development ("development") expenses for the three months ended March 31, 2016, and March 31, 2015, totaled $485,000 and $901,000, respectively. The Company capitalized $131,000 and $506,000 of product development expenses for the three months ended March 31, 2016, and March 31, 2015, respectively. Net development spending decreased from $395,000 for the three months ended March 31, 2015, to $354,000 for the three months ended March 31, 2016.
|
·
|
For the three months ended March 31, 2016, the Company's Chinese subsidiary received a $101,000 refund of Value Added Tax. The Company had other miscellaneous income of $1,000.
|
·
|
For the three months ended March 31, 2015, the Company recognized a $39,000 equity loss on its investment in IntelliQlik LLC.
|
·
|
A $0.3 million decrease in the Company's contract receivables. The Company's trade receivables, net of the allowance for doubtful accounts, decreased from $9.7 million at December 31, 2015, to $7.6 million at March 31, 2016. At March 31, 2016, trade receivables outstanding for more than 90 days, net of the bad debt reserve, totaled approximately $0.9 million as compared to $0.6 million at December 31, 2015. The Company believes the entire 90-day balance at March 31, 2016, will be received. The Company's unbilled receivables increased by approximately $1.8 million to $5.2 million at March 31, 2016, as compared to December 31, 2015. The increase in the unbilled receivables is due to the timing of contracted billing milestones of the Company's current projects. In April 2016, the Company invoiced $1.8 million of the unbilled amounts; the balance is expected to be invoiced and collected within one year.
|
·
|
A $1.2 million increase in accounts payable, accrued compensation and accrued expenses. The increase reflects an increase in Hyperspring accrued payroll due to the timing of their biweekly payroll cycle and the timing of payments made by the Company to vendors and subcontractors.
|
·
|
An $0.6 million decrease in the Company's contract receivables. The Company's trade receivables, net of the allowance for doubtful accounts, decreased from $10.8 million at December 31, 2014, to $8.4 million at March 31, 2015. At March 31, 2015, trade receivables outstanding for more than 90 days, net of the bad debt reserve, totaled approximately $0.9 million as compared to $0.4 million at December 31, 2014. The Company's unbilled receivables increased by approximately $1.7 million to $6.8 million at March 31, 2015, as compared to December 31, 2014. The increase in the unbilled receivables was due to the timing of contracted billing milestones of the Company's current projects.
|
·
|
A $0.4 million decrease in accounts payable, accrued compensation, and accrued expenses. The decrease was due to the timing of payments made by the Company to vendors and subcontractors.
|
As of
|
||
Covenant
|
March 31, 2016
|
|
Minimum tangible capital base
|
Must exceed $10.5 million
|
$11.3 million
|
Quick ratio
|
Must exceed 1.00 : 1.00
|
1.52 : 1.00
|
·
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
·
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
·
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements.
|
31.1
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002, filed herewith.
|
|
31.2
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
32.1
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of GSE Systems, Inc.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
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
|
d)
|
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 that has materially affected or is reasonably 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 of internal control over financial reporting, 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: May 16, 2016
|
/s/ Kyle J. Loudermilk
|
|
Kyle J. Loudermilk
|
||
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of GSE Systems, Inc.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
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
|
d)
|
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 that has materially affected or is reasonably 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 of internal control over financial reporting, 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: May 16, 2016
|
/s/ Jeffery G. Hough
|
|
Jeffery G. Hough
|
||
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 16, 2016
|
/s/ Kyle J. Loudermilk
|
/s/ Jeffery G. Hough
|
||
Kyle J. Loudermilk
|
Jeffery G. Hough
|
|||
Chief Executive Officer
|
Senior Vice President and Chief
|
|||
Financial Officer
|
Document and Entity Information - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 |
May. 13, 2016 |
Jun. 30, 2015 |
|
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GSE SYSTEMS INC | ||
Entity Central Index Key | 0000944480 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 27,315,219 | ||
Entity Common Stock, Shares Outstanding | 18,031,765 | ||
Document Fiscal Year Focus | 2016 | ||
Document Fiscal Period Focus | Q1 | ||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2016 |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Mar. 31, 2016 |
Mar. 31, 2015 |
---|---|---|
Stockholder's equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 19,522,483 | 19,510,770 |
Treasury stock, shares acquired (in shares) | 1,598,911 | 1,598,911 |
Common Stock, Shares, Outstanding | 17,923,572 | 17,911,859 |
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Consolidated Statements of Operations (Unaudited) | ||
Contract revenue | $ 12,976 | $ 14,013 |
Cost of revenue | 9,352 | 10,719 |
Gross profit | 3,624 | 3,294 |
Operating expenses: | ||
Selling, general and administrative | 3,111 | 3,269 |
Restructuring charges | 125 | 97 |
Depreciation | 100 | 129 |
Amortization of definite-lived intangible assets | 73 | 123 |
Total operating expenses | 3,409 | 3,618 |
Operating income (loss) | 215 | (324) |
Interest income, net | 27 | 27 |
Loss on derivative instruments, net | (118) | (48) |
Other income (expense), net | 102 | (39) |
Income (loss) before income taxes | 226 | (384) |
Provision for income taxes | 88 | 88 |
Net income (loss) | $ 138 | $ (472) |
Basic earnings (loss) per common share | $ 0.01 | $ (0.03) |
Diluted earnings (loss) per common share | $ 0.01 | $ (0.03) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Consolidated Statements of Comprehensive Income (Loss) | ||
Net income (loss) | $ 138 | $ (472) |
Foreign currency translation adjustment | 49 | (236) |
Comprehensive income (loss) | $ 187 | $ (708) |
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Treasury Stock |
Total |
---|---|---|---|---|---|---|
Balance at Dec. 31, 2015 | $ 195 | $ 73,481 | $ (50,849) | $ (1,460) | $ (2,999) | $ 18,368 |
Balance (in shares) at Dec. 31, 2015 | 19,510,770 | (1,598,911) | ||||
Stock-based compensation expense | 247 | 247 | ||||
Common stock issued for services provided (in shares) | 0 | |||||
Common stock issued for options exercised (in shares) | 2,109 | |||||
Common stock issued for RSUs vested (in shares) | 9,604 | |||||
Common stock issued for options exercised | $ 0 | 4 | 4 | |||
Common stock issued for services provided | 0 | 0 | ||||
Common stock issued for RSUs vested | 0 | 0 | ||||
Foreign currency translation adjustment, net of tax | 49 | 49 | ||||
Net income (loss) | 138 | 138 | ||||
Balance at Mar. 31, 2016 | $ 195 | $ 73,732 | $ (50,711) | $ (1,411) | $ (2,999) | $ 18,806 |
Balance (in shares) at Mar. 31, 2016 | 19,522,483 | (1,598,911) | 17,923,572 |
Summary of Significant Accounting Policies |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and Revenue Recognition |
Basis of Presentation The consolidated interim financial statements included herein have been prepared by GSE Systems, Inc. (the "Company," "GSE," "we," "us," or "our") 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 U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted. The results of operations for interim periods are not necessarily an indication of the results for the full year. 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 year ended December 31, 2015 filed with the Securities and Exchange Commission on March 25, 2016. Certain reclassifications have been made to prior period amounts to conform to the current presentation. The Company has two reportable segments as follows:
The Company's Performance Improvement Solutions segment primarily encompasses next generation power plant and process high-fidelity simulation solutions, as well as engineering solutions. This segment includes various simulation products, engineering services, and operation training systems delivered across the industries the Company serves: primarily nuclear and fossil fuel power generation, and the process industries. Simulation solutions include the following: (1) simulation software and services, including operator training systems, for the nuclear power industry, (2) simulation software and services, including operator training systems, for the fossil power industry, and (3) simulation software and services for the process industries used to teach fundamental industry processes and control systems to newly hired employees and for ongoing workforce development and training.
Nuclear Industry Training and Consulting provides highly specialized and skilled nuclear operations instructors and other consultants to the nuclear power industry. These employees work at clients' facilities under client direction. Examples of these highly skilled positions are senior reactor operations instructors, procedure writers, work management specialists, planners and training material developers. This business is managed through the Hyperspring subsidiary. The business model, management focus, margins and other factors clearly separate this business line from the rest of the GSE product and service portfolio. Hyperspring has been providing these services since 2005. Financial information about the two business segments is provided in Note 14 of the accompanying consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. The Company's most significant estimates relate to revenue recognition on long-term contracts, product warranties, capitalization of software development costs, valuation of goodwill and intangible assets acquired, valuation of contingent consideration issued in business acquisitions, and the recoverability of deferred tax assets. Actual results could differ from these estimates and those differences could be material. Revenue Recognition The Company has (1) fixed price contracts for the sale of uniquely designed/customized systems containing hardware and software, (2) fixed price contracts for the sale of software licenses which may include post contract support and other elements such as installation and training, and (3) time and material contracts for support and service agreements. In accordance with Accounting Standards Codification ("ASC") 605-35, "Construction-Type and Production-Type Contracts", the Performance Improvement Solutions segment recognizes revenue for its fixed-price contracts for the sale of customized systems using the percentage-of-completion method. This methodology recognizes revenue and earnings as work progresses on the contract and is based on an estimate of the revenue and earnings earned to date, less amounts recognized in prior 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 in estimate is recognized in the period in which the change is identified. Estimated losses are charged against earnings in the period such losses are identified. The Company recognizes revenue arising from contract claims either as income or as an offset against a potential loss only when the amount of the claim can be estimated reliably and realization is probable and there is a legal basis of the claim. Uncertainties inherent in the performance of contracts include labor availability and productivity, material costs, change order scope and pricing, software modification 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. 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 customized software embedded in the systems. The Company evaluates customized system contracts for multiple deliverables under ASC 605-25, "Revenue Recognition-Multiple Element Arrangements", and when appropriate, separates the contracts into separate units of accounting for revenue recognition. Contracts with multiple element arrangements typically include, but are not limited to, components such as training and post contract support ("PCS"), which are embedded in the contract. When a contract contains multiple deliverables, the Company allocates revenue to each deliverable based on its relative selling price which is determined based on its vendor specific objective evidence ("VSOE") if available, third party evidence ("TPE") if VSOE is not available, or estimated selling price if neither VSOE nor TPE is available. Amounts allocated to training and support services are based on VSOE and revenue is deferred until the services have been performed. The Company also provides stand-alone PCS contracts. 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. Revenue from the sale of software licenses without other elements in the contract and which do not require significant modifications or customization for the Company's modeling tools are recognized when the license agreement is signed, the license fee is fixed and determinable, delivery has occurred, and collection is considered probable. The Company utilizes written contracts as a means to establish the terms and conditions by which products support and services are sold to customers. Delivery is considered to have occurred when title and risk of loss have been transferred to the customer, which generally occurs after a license key has been delivered electronically to the customer. The Company also recognizes revenue from the sale of software licenses with multiple deliverables. These software license sales are evaluated under ASC 985-605, "Software Revenue Recognition". Contracts with multiple element arrangements typically include, but are not limited to, components such as installation, training, licenses, and PCS listed in the contract. The Company has not established that VSOE exists for all elements of its software license sales. If a PCS element exists in the software license arrangement, revenue is recognized ratably over the PCS service period. If no PCS element exists in the arrangement, revenue is deferred until all elements have been delivered. The Company recognizes revenue under time and materials contracts primarily from the Nuclear Industry Training and Consulting segment and certain cost-reimbursable contracts. Revenue on time and material contracts is recognized as services are rendered and performed. Under a typical time-and-materials billing arrangement, customers are billed on a regularly scheduled basis, such as biweekly or monthly. Any unbilled amounts are typically billed the following month. Under cost-reimbursable contracts, which are subject to a contract ceiling amount, the Company is reimbursed for allowable costs and paid a fee, which may be fixed or performance based. However, if costs exceed the contract ceiling or are not allowable under the provisions of the contract or applicable regulations, the Company may not be able to obtain reimbursement for all such costs. The following customer provided more than 10% of the Company's consolidated revenue:
(1) The prior year amounts have been revised to correct misstatements that were deemed to be immaterial to the prior period, as described in Note 1 - Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements. Tennessee Valley Authority ("TVA") is a customer of Hyperspring, LLC. Revisions Historically, the Company recognized revenue on multiple element arrangements which included sales of its EnVision software product as delivery occurred on each element except PCS. PCS revenue was recognized ratably over the PCS term. During the fourth quarter of 2015, management determined that the Company had not established VSOE of the fair value for any of the elements in multiple element transactions including sales of its EnVision software licenses. Accordingly, the consolidated financial statements were revised to recognize all revenue on multiple element transactions including EnVision software license sales ratably over the PCS terms on these transactions since VSOE did not exist for any of the non-software elements in these multiple element transactions. The revision resulted in an increase to revenue of $17,000, a decrease to cost of revenue of $55,000, and a decrease in operating loss of $72,000 for the three months ended March 31, 2015. Certain prior year amounts have also been revised in the consolidated statements of cash flows to reflect the corrections to net loss and changes in billings in excess of revenue earned, prepaid expenses and other assets. The revision had no impact on cash provided by operations or the net decrease in cash and cash equivalents. The Company assessed the materiality of these misstatements on prior periods' consolidated financial statements in accordance with SEC Staff Accounting Bulletin ("SAB") No. 99, Materiality, codified in ASC 250, Accounting Changes and Error Corrections, and concluded that these misstatements were not material to any prior annual or interim periods. Accordingly, in accordance with ASC 250 (SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements"), the consolidated financial statements as of March 31, 2015, which are presented herein, have been revised. GSE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
GSE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands)
GSE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
|
Recent Accounting Pronouncements |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 | |||
Recent Accounting Pronouncements [Abstract] | |||
Recent Accounting Pronouncements Not Yet Adopted [Text Block] |
Accounting Pronouncements Recently Adopted In November 2015, the Financial Accounting Standards Board ("FASB") issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes". The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company early adopted ASU 2015-17 during the first quarter of fiscal year 2016 on a retrospective basis. Accordingly, the Company reclassified the current deferred taxes to noncurrent on the March 31, 2016 consolidated balance sheets, which increased noncurrent deferred tax assets by $6,000. Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provides guidance for revenue recognition. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today's guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This guidance will be effective for the Company in the first quarter of its fiscal year ending December 31, 2018, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently in the process of evaluating the impact of its pending adoption of this ASU on the Company's consolidated financial statements and has not yet determined the method by which it will adopt the standard in 2018. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)". The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements, with certain practical expedients available. The Company is still evaluating the impact of the pending adoption of the new standard on the consolidated financial statements, and the Company expects that upon adoption the recognition of ROU assets and lease liabilities could be material. In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation: Topic 718: Improvements to Employee Share Based Accounting". The new guidance is intended to simplify the accounting for share based payment award transactions. The amendments in the update include the following aspects for share based accounting: accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures, minimum statutory tax withholding requirements, and classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax withholding purposes. Adoption of ASU 2016-09 is required for fiscal reporting periods beginning after December 15, 2016 including interim reporting periods within those fiscal years. We are currently evaluating the potential impact of the pending adoption of ASU 2016-09 on our consolidated financial statements. |
Basic and Diluted Earnings (Loss) Per Common Share |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Earnings (Loss) Per Common Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted 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 were exercised 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:
|
Contingent Consideration |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 | |||
Commitments and Contingencies [Abstract] | |||
Commitments and Contingencies [Text Block] |
ASC 805, "Business Combinations", requires that contingent consideration be recognized at fair value on the acquisition date and be re-measured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. The Company estimates the fair value of contingent consideration liabilities based on financial projections of the acquired companies and estimated probabilities of achievement and discount the liabilities to present value using a weighted-average cost of capital. Contingent consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs pursuant to fair value measurement accounting. The Company believes that the estimates and assumptions are reasonable, however, there is significant judgment involved. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisitions are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to, and volatility in, the operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. As of March 31, 2016 and December 31, 2015, the current contingent consideration totaled $1.1 million and $2.6 million, respectively. As of both March 31, 2016 and December 31, 2015, the Company also had accrued contingent consideration totaling $1.1 million which is included in other liabilities on the consolidated balance sheets and represents the portion of contingent consideration estimated to be payable greater than twelve months from the balance sheet date. During the three months ended March 31, 2016 and March 31, 2015, the Company made payments of $1.4 million and $318,000, respectively, related to the liability-classified contingent consideration arrangements. |
Contract Receivables |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract Receivables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract Receivables |
Contract receivables represent balances due from a broad base of both domestic and international customers. All contract receivables are considered to be collectible within twelve months. Unbilled receivables represent costs incurred and associated profit accrued on contracts that will become billable upon future milestones or completion of contracts. The components of contract receivables are as follows:
Unbilled receivables totaled $5.2 million and $3.3 million as of March 31, 2016 and December 31, 2015, respectively. During April 2016, the Company invoiced $1.8 million of the unbilled amounts related to March 31, 2016. As of both March 31, 2016 and December 31, 2015, the Company did not have any customers that accounted for more than 10% of the Company's consolidated contract receivables. |
Software Development Costs |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2016 | ||||
Software Development Costs [Abstract] | ||||
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, typically three years. On an annual basis, and more frequently as conditions indicate, the Company assesses the recovery of the unamortized software development 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 undiscounted cash flows. The excess of any unamortized software development costs over the related net realizable value is written down and charged to cost of revenue. Software development costs capitalized were $131,000 and $506,000 for the three months ended March 31, 2016 and March 31, 2015, respectively. Total amortization expense was $81,000 for the three months ended March 31, 2016 and $90,000 for the three months ended March 31, 2015. |
Goodwill and Intangible Assets |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2016 | ||||
Goodwill and Intangible Assets [Abstract] | ||||
Goodwill and Intangible Assets |
Goodwill The Company reviews goodwill for impairment annually as of December 31 and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company tests goodwill at the reporting unit level. A reporting unit is an operating segment, or one level below an operating segment, as defined by U.S. generally accepted accounting principles. The Company's reporting units are: (i) Performance Improvement Solutions and (ii) Nuclear Industry Training and Consulting. As of March 31, 2016 and December 31, 2015, the $5.6 million of goodwill balance originated from the Hyperspring acquisition in 2014 and is assigned to the Nuclear Industry Training and Consulting segment. Intangible Assets Subject to Amortization The Company's intangible assets include amounts recognized in connection with business acquisitions, including customer relationships, contract backlog and technology. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets, except for contract backlog and contractual customer relationships which are recognized in proportion to the related projected revenue streams. The Company reviews specific definite-lived intangible assets for impairment when events occur that may impact their value in accordance with the respective accounting guidance for long-lived assets. |
Fair Value of Financial Instruments |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments |
ASC 820, "Fair Value Measurement", defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The levels of the fair value hierarchy established by ASC 820 are: Level 1: inputs are quoted prices, unadjusted, in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2: inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. A Level 2 input must be observable for substantially the full term of the asset or liability. Level 3: inputs are unobservable and reflect the reporting entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company considers the recorded value of certain of its financial assets and liabilities, which consist primarily of accounts receivable and accounts payable, to approximate the fair value of the respective assets and liabilities at March 31, 2016 and December 31, 2015 based upon the short-term nature of the assets and liabilities. The following table presents assets and liabilities measured at fair value at March 31, 2016:
The following table presents assets and liabilities measured at fair value at December 31, 2015:
The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the three months ended March 31, 2016:
|
Derivative Instruments |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments |
The Company utilizes forward foreign currency exchange contracts to manage market risks associated with the fluctuations in foreign currency exchange rates. It is the Company's policy to use such derivative financial instruments to protect against market risk arising in the normal course of business in order to reduce the impact of these exposures. The Company minimizes credit exposure by limiting counterparties to nationally recognized financial institutions. As of March 31, 2016, the Company had foreign exchange contracts outstanding of approximately 2.2 million Euro, 0.6 million Canadian Dollars, 0.3 million Pounds Sterling, and 0.3 million Australian Dollars at fixed rates. The contracts expire on various dates through January 2017. At December 31, 2015, the Company had contracts outstanding of approximately 2.1 million Euro, 1.3 million Canadian Dollars, 0.5 million Pounds Sterling, and 0.4 million Australian Dollars at fixed rates. The Company has not designated any of the foreign exchange contracts outstanding as hedges and has recorded the estimated fair value of the contracts in the consolidated balance sheets as follows:
The changes in the fair value of the foreign exchange contracts are included in net loss on derivative instruments in the consolidated statements of operations. The foreign currency denominated contract receivables, billings in excess of revenue earned and subcontractor accruals that are related to the outstanding foreign exchange contracts are remeasured at the end of each period into the functional currency using the current exchange rate at the end of the period. The gain or loss resulting from such remeasurement is also included in net loss on derivative instruments in the consolidated statements of operations. For the three months ended March 31, 2016 and March 31, 2015, the Company recognized a net loss on its derivative instruments as outlined below:
|
Stock-Based Compensation |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 | |||
Stock-Based Compensation [Abstract] | |||
Stock-Based Compensation |
The Company recognizes compensation expense for all equity-based compensation awards issued to employees, directors and non-employees that are expected to vest. Compensation cost is based on the fair value of awards as of the grant date. The Company recognized $247,000 and $134,000 of stock-based compensation expense for the three months ended March 31, 2016 and March 31, 2015, respectively, under the fair value method. During the three months ended March 31, 2016, the Company granted 160,000 performance-based restricted stock units ("RSUs") with an aggregate fair value of $282,000. The RSUs vest upon the achievement of specific performance measures. The fair value of the RSUs is expensed ratably over the requisite service period, which ranges between one and four years. During the three months ended March 31, 2016, the Company also granted 129,824 time-based RSUs with an aggregate fair value of $286,000, which will vest quarterly in equal amounts over the course of the next eight quarters. The fair value of the RSUs is expensed ratably over the next eight quarters. The Company granted 40,000 stock options for the three months ended March 31, 2016. The aggregate fair value of the options granted for the three months ended March 31, 2016 was $46,000. The Company granted 50,000 stock options for the three months ended March 31, 2015. The aggregate fair value of the granted options at the grant date was $40,000. |
Long-Term Debt |
3 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||
Long-Term Debt [Abstract] | ||||||||||||||||
Long-Term Debt | 11. Long-Term Debt At March 31, 2016 and December 31, 2015, the Company had no long-term debt. Lines of Credit BB&T Bank At March 31, 2016, the Company had a Master Loan and Security Agreement and Revolving Credit Note with BB&T Bank. The Company and its subsidiary, GSE Performance Solutions, Inc., were jointly and severally liable as co-borrowers. The Loan Agreement provides a $7.5 million revolving line of credit for the purpose of (i) issuing stand-by letters of credit and (ii) providing working capital. Working capital advances bear interest at a rate equal to the Wall Street Journal Prime Rate of Interest, floating with a floor of 4.5%. The agreement expires on June 30, 2016. As collateral for the Company's obligations, the Company granted a first lien and security interest in all of the assets of the Company, including but not limited to, accounts receivable, proceeds and products, intangible assets, equipment, software and leasehold improvements. The Company is to maintain a segregated cash collateral account at BB&T Bank equal to the greater of (i) $3.0 million or (ii) the aggregate principal amounts of all Loans outstanding under the Revolving Credit Facility (including any issued and outstanding letters of credit, working capital advances, and negative foreign exchange positions) as security for the Company's obligations. Under this Amendment, BB&T Bank has complete and unconditional control over the cash collateral account. At March 31, 2016 and December 31, 2015, the cash collateral account totaled $3.6 million and $3.5 million, respectively. The balances were classified as restricted cash on the consolidated balance sheets. The credit agreement contains certain restrictive covenants regarding future acquisitions and incurrence of debt. In addition, the credit agreement contains financial covenants with respect to the Company's minimum tangible capital base and quick ratio.
As of March 31, 2016, the Company was in compliance with its financial covenants as defined above. IberiaBank At March 31, 2016, Hyperspring, LLC has a $1.0 million working capital line of credit with IberiaBank. Under the executed promissory note, interest is payable monthly at the rate of 1.00 percentage points over the prime rate of interest as published in the money rate section of the Wall Street Journal resulting in an effective interest rate of 4.25%. The line is secured by all accounts of Hyperspring and guaranteed by GSE Systems, Inc. The line of credit expires on July 6, 2016. At March 31, 2016, the Company had no outstanding amounts under the line of credit. Letters of Credit and Bonds As of March 31, 2016, the Company has eleven standby letters of credit totaling $3.6 million which represent advance payment and performance bonds on ten contracts. The Company has deposited the full value of eleven standby letters of credit in escrow accounts, amounting to $3.6 million, which have been restricted in that the Company does not have access to these funds until the related letters of credit have expired. The cash has been recorded on the Company's consolidated balance sheets at March 31, 2016 as restricted cash. |
Product Warranty |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||
Product Warranty [Abstract] | |||||||||||||||||||||||||||||||||||||||
Product Warranty |
As the Company recognizes revenue under the percentage-of-completion method, it provides an accrual for estimated future warranty costs based on historical experience and projected claims. The portion of the warranty provision expected to be incurred within 12 months is classified as current within accrued warranty ($1.4 million), while the remaining amount is classified as long-term within other liabilities ($106,000). The activity related to the warranty accrual is as follows:
|
Income Taxes |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
The following table presents the provision for income taxes and the effective tax rates:
The Company's higher effective tax rate for 2016 compared to 2015 resulted mainly from a reduced pre-tax loss in the U.S. The Company's income tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. Tax expense in both years is comprised mainly of foreign income tax expense and deferred tax expense relating to the tax amortization of goodwill. Because of its net operating loss carryforwards, the Company is subject to U.S. federal and state income tax examinations from the year 1997 forward. The Company is subject to foreign tax examinations by tax authorities for years 2010 forward for Sweden, 2012 forward for China, and 2014 forward for both India and the UK. An uncertain tax position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Interest and penalties related to income taxes are accounted for as income tax expense. The Company has recorded uncertain tax positions for certain foreign tax contingencies in China and the Ukraine. In 2015, the Company paid income taxes in the UK and India and expects to do so again in 2016. The Company has a full valuation allowance on its U.S., Swedish, and Chinese net deferred tax assets at March 31, 2016. |
Segment Information |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information | 14. Segment Information The Company has two reportable business segments. The Performance Improvement Solutions business segment provides simulation, training products, and engineering products and services delivered across the breadth of industries the Company serves. Solutions include simulation for both training and engineering applications. Engineering services include plant design verification and validation. The Company provides these services across all of its market segments. Contracts typically range from ten months to three years. The Nuclear Industry Training and Consulting business segment provides specialized workforce solutions primarily to the U.S. nuclear industry, working at our clients' facilities. This business is managed through our Hyperspring, LLC subsidiary. Hyperspring has been providing these services since 2005. The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment contract revenue to consolidated revenue and operating results to consolidated income (loss) before income taxes:
|
Summary of Significant Accounting Policies (Policies) |
3 Months Ended | ||||
---|---|---|---|---|---|
Mar. 31, 2016 | |||||
Summary of Significant Accounting Policies [Abstract] | |||||
Basis of Presentation | Basis of Presentation The consolidated interim financial statements included herein have been prepared by GSE Systems, Inc. (the "Company," "GSE," "we," "us," or "our") 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 U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted. The results of operations for interim periods are not necessarily an indication of the results for the full year. 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 year ended December 31, 2015 filed with the Securities and Exchange Commission on March 25, 2016. Certain reclassifications have been made to prior period amounts to conform to the current presentation. The Company has two reportable segments as follows:
The Company's Performance Improvement Solutions segment primarily encompasses next generation power plant and process high-fidelity simulation solutions, as well as engineering solutions. This segment includes various simulation products, engineering services, and operation training systems delivered across the industries the Company serves: primarily nuclear and fossil fuel power generation, and the process industries. Simulation solutions include the following: (1) simulation software and services, including operator training systems, for the nuclear power industry, (2) simulation software and services, including operator training systems, for the fossil power industry, and (3) simulation software and services for the process industries used to teach fundamental industry processes and control systems to newly hired employees and for ongoing workforce development and training.
Nuclear Industry Training and Consulting provides highly specialized and skilled nuclear operations instructors and other consultants to the nuclear power industry. These employees work at clients' facilities under client direction. Examples of these highly skilled positions are senior reactor operations instructors, procedure writers, work management specialists, planners and training material developers. This business is managed through the Hyperspring subsidiary. The business model, management focus, margins and other factors clearly separate this business line from the rest of the GSE product and service portfolio. Hyperspring has been providing these services since 2005. Financial information about the two business segments is provided in Note 14 of the accompanying consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. The Company's most significant estimates relate to revenue recognition on long-term contracts, product warranties, capitalization of software development costs, valuation of goodwill and intangible assets acquired, valuation of contingent consideration issued in business acquisitions, and the recoverability of deferred tax assets. Actual results could differ from these estimates and those differences could be material. |
||||
Revenue Recognition | Revenue Recognition The Company has (1) fixed price contracts for the sale of uniquely designed/customized systems containing hardware and software, (2) fixed price contracts for the sale of software licenses which may include post contract support and other elements such as installation and training, and (3) time and material contracts for support and service agreements. In accordance with Accounting Standards Codification ("ASC") 605-35, "Construction-Type and Production-Type Contracts", the Performance Improvement Solutions segment recognizes revenue for its fixed-price contracts for the sale of customized systems using the percentage-of-completion method. This methodology recognizes revenue and earnings as work progresses on the contract and is based on an estimate of the revenue and earnings earned to date, less amounts recognized in prior 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 in estimate is recognized in the period in which the change is identified. Estimated losses are charged against earnings in the period such losses are identified. The Company recognizes revenue arising from contract claims either as income or as an offset against a potential loss only when the amount of the claim can be estimated reliably and realization is probable and there is a legal basis of the claim. Uncertainties inherent in the performance of contracts include labor availability and productivity, material costs, change order scope and pricing, software modification 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. 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 customized software embedded in the systems. The Company evaluates customized system contracts for multiple deliverables under ASC 605-25, "Revenue Recognition-Multiple Element Arrangements", and when appropriate, separates the contracts into separate units of accounting for revenue recognition. Contracts with multiple element arrangements typically include, but are not limited to, components such as training and post contract support ("PCS"), which are embedded in the contract. When a contract contains multiple deliverables, the Company allocates revenue to each deliverable based on its relative selling price which is determined based on its vendor specific objective evidence ("VSOE") if available, third party evidence ("TPE") if VSOE is not available, or estimated selling price if neither VSOE nor TPE is available. Amounts allocated to training and support services are based on VSOE and revenue is deferred until the services have been performed. The Company also provides stand-alone PCS contracts. 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. Revenue from the sale of software licenses without other elements in the contract and which do not require significant modifications or customization for the Company's modeling tools are recognized when the license agreement is signed, the license fee is fixed and determinable, delivery has occurred, and collection is considered probable. The Company utilizes written contracts as a means to establish the terms and conditions by which products support and services are sold to customers. Delivery is considered to have occurred when title and risk of loss have been transferred to the customer, which generally occurs after a license key has been delivered electronically to the customer. The Company also recognizes revenue from the sale of software licenses with multiple deliverables. These software license sales are evaluated under ASC 985-605, "Software Revenue Recognition". Contracts with multiple element arrangements typically include, but are not limited to, components such as installation, training, licenses, and PCS listed in the contract. The Company has not established that VSOE exists for all elements of its software license sales. If a PCS element exists in the software license arrangement, revenue is recognized ratably over the PCS service period. If no PCS element exists in the arrangement, revenue is deferred until all elements have been delivered. The Company recognizes revenue under time and materials contracts primarily from the Nuclear Industry Training and Consulting segment and certain cost-reimbursable contracts. Revenue on time and material contracts is recognized as services are rendered and performed. Under a typical time-and-materials billing arrangement, customers are billed on a regularly scheduled basis, such as biweekly or monthly. Any unbilled amounts are typically billed the following month. Under cost-reimbursable contracts, which are subject to a contract ceiling amount, the Company is reimbursed for allowable costs and paid a fee, which may be fixed or performance based. However, if costs exceed the contract ceiling or are not allowable under the provisions of the contract or applicable regulations, the Company may not be able to obtain reimbursement for all such costs. |
Recent Accounting Pronouncements (Policies) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 | |||
Recent Accounting Pronouncements [Abstract] | |||
New accounting standards |
Accounting Pronouncements Recently Adopted In November 2015, the Financial Accounting Standards Board ("FASB") issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes". The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company early adopted ASU 2015-17 during the first quarter of fiscal year 2016 on a retrospective basis. Accordingly, the Company reclassified the current deferred taxes to noncurrent on the March 31, 2016 consolidated balance sheets, which increased noncurrent deferred tax assets by $6,000. Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provides guidance for revenue recognition. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today's guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. This guidance will be effective for the Company in the first quarter of its fiscal year ending December 31, 2018, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently in the process of evaluating the impact of its pending adoption of this ASU on the Company's consolidated financial statements and has not yet determined the method by which it will adopt the standard in 2018. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)". The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements, with certain practical expedients available. The Company is still evaluating the impact of the pending adoption of the new standard on the consolidated financial statements, and the Company expects that upon adoption the recognition of ROU assets and lease liabilities could be material. In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation: Topic 718: Improvements to Employee Share Based Accounting". The new guidance is intended to simplify the accounting for share based payment award transactions. The amendments in the update include the following aspects for share based accounting: accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures, minimum statutory tax withholding requirements, and classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax withholding purposes. Adoption of ASU 2016-09 is required for fiscal reporting periods beginning after December 15, 2016 including interim reporting periods within those fiscal years. We are currently evaluating the potential impact of the pending adoption of ASU 2016-09 on our consolidated financial statements. |
Summary of Significant Accounting Policies (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of revenue by major customers | The following customer provided more than 10% of the Company's consolidated revenue:
(1) The prior year amounts have been revised to correct misstatements that were deemed to be immaterial to the prior period, as described in Note 1 - Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements. Tennessee Valley Authority ("TVA") is a customer of Hyperspring, LLC. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revisions [Table Text Block] | The Company assessed the materiality of these misstatements on prior periods' consolidated financial statements in accordance with SEC Staff Accounting Bulletin ("SAB") No. 99, Materiality, codified in ASC 250, Accounting Changes and Error Corrections, and concluded that these misstatements were not material to any prior annual or interim periods. Accordingly, in accordance with ASC 250 (SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements"), the consolidated financial statements as of March 31, 2015, which are presented herein, have been revised. GSE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
GSE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands)
GSE SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
|
Basic and Diluted Earnings (Loss) Per Common Share (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Earnings (Loss) Per Common Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares and common share equivalents used in the determination of basic and diluted income (loss) per share | The number of common shares and common share equivalents used in the determination of basic and diluted earnings (loss) per share were as follows:
|
Contract Receivables (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract Receivables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of contract receivables | The components of contract receivables are as follows:
|
Fair Value of Financial Instruments (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and liabilities measured at fair value | The following table presents assets and liabilities measured at fair value at March 31, 2016:
The following table presents assets and liabilities measured at fair value at December 31, 2015:
The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the three months ended March 31, 2016:
|
Derivative Instruments (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated fair value of the contracts in the consolidated balance sheets | The Company has not designated any of the foreign exchange contracts outstanding as hedges and has recorded the estimated fair value of the contracts in the consolidated balance sheets as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Table Text Block] | For the three months ended March 31, 2016 and March 31, 2015, the Company recognized a net loss on its derivative instruments as outlined below:
|
Long-Term Debt (Tables) |
3 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||
Long-Term Debt [Abstract] | ||||||||||||||||
Susquehanna Bank Loan Agreement debt covenants | The credit agreement contains certain restrictive covenants regarding future acquisitions and incurrence of debt. In addition, the credit agreement contains financial covenants with respect to the Company's minimum tangible capital base and quick ratio.
As of March 31, 2016, the Company was in compliance with its financial covenants as defined above. |
Product Warranty (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||
Product Warranty [Abstract] | ||||||||||||||||||||||||||||||||||||
Activities in the product warranty accounts | As the Company recognizes revenue under the percentage-of-completion method, it provides an accrual for estimated future warranty costs based on historical experience and projected claims. The portion of the warranty provision expected to be incurred within 12 months is classified as current within accrued warranty ($1.4 million), while the remaining amount is classified as long-term within other liabilities ($106,000). The activity related to the warranty accrual is as follows:
|
Income Taxes (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes [Table Text Block] | The following table presents the provision for income taxes and the effective tax rates:
|
Segment Information (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment contract revenue to consolidated revenue and operating results to consolidated income (loss) before income taxes:
|
Summary of Significant Accounting Policies (Details) - Segment |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Summary of Significant Accounting Policies [Abstract] | ||
Number of reportable segment | 2 | |
Term of warranty (in years) | 1 year | |
Period of post customer support service (PCS) (in years) | 1 year | |
Revenue [Member] | ||
Revenue by major customers [Abstract] | ||
Concentration Risk, Benchmark Description | The following customer provided more than 10% of the Company’s consolidated revenue | |
Revenue [Member] | Tennessee Valley Authority [Member] | ||
Revenue by major customers [Abstract] | ||
Percentage of revenue contributed by major customers (in hundredths) | 12.60% | 20.90% |
Basic and Diluted Earnings (Loss) Per Common Share (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Numerator: | ||
Net income (loss) | $ 138 | $ (472) |
Denominator: | ||
Weighted-average shares outstanding for basic earnings per share (in shares) | 17,912,045 | 17,887,859 |
Effect of dilutive securities: | ||
Employee stock options (in shares) | 221,697 | 0 |
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share (in shares) | 18,133,742 | 17,887,859 |
Shares related to dilutive securities excluded because inclusion would be anti-dilutive (in shares) | 752,042 | 2,565,067 |
Contingent Consideration (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
Business Acquisition, Contingent Consideration [Line Items] | |||
Payments of the liability-classified contingent consideration arrangements | $ 1,421 | $ 318 | |
Other Current Liabilities [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent Consideration, Liability | 1,115 | $ 2,647 | |
Other non current liabilities [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent Consideration, Liability | $ 1,127 | $ 1,085 |
Contract Receivables (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | |
---|---|---|---|
Apr. 30, 2016 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Contract Receivables [Abstract] | |||
Maximum term of contract receivables (in months) | 12 months | ||
Components of contract receivables [Abstract] | |||
Billed receivables | $ 7,631 | $ 9,831 | |
Unbilled receivables | 5,171 | 3,325 | |
Allowance for doubtful accounts | 22 | 103 | |
Total contract receivables, net | $ 12,780 | $ 13,053 | |
Unbilled Contract Receivables Billed during April 2016 | $ 1,800 |
Software Development Costs (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Software Development Costs [Abstract] | ||
Total capitalized software development cost | $ 131 | $ 506 |
Capitalized software amortization | (81) | (90) |
Capitalized Computer Software, Period Increase (Decrease), Total | $ 50 | $ 416 |
Goodwill and Intangible Assets (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
| |
Goodwill [Roll Forward] | |
Net book value at December 31, 2015 | $ 5,612 |
Goodwill impairment loss | 0 |
Foreign currency translation | 0 |
Goodwill, Period Increase (Decrease), Total | 0 |
Net book value at March 31, 2016 | $ 5,612 |
Derivative Instruments, Fair Values Derivatives, Balance Sheet Location (Details) - Foreign Exchange Contract [Member] - Not Designated as Hedging Instrument [Member] - USD ($) $ in Thousands |
Mar. 31, 2016 |
Mar. 31, 2015 |
---|---|---|
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ||
Asset derivatives | $ 39 | $ 121 |
Liability derivatives | 159 | 57 |
Net fair value | (120) | 64 |
Other Current Assets [Member] | ||
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ||
Asset derivatives | 39 | 115 |
Other Noncurrent Assets [Member] | ||
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ||
Asset derivatives | 0 | 6 |
Other Current Liabilities [Member] | ||
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ||
Liability derivatives | 159 | 57 |
Other Noncurrent Liabilities [Member] | ||
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ||
Liability derivatives | $ 0 | $ 0 |
Derivative Instruments, Gain (Loss) On Derivative Instruments (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Derivative Instruments, Gain (Loss) [Line Items] | ||
Foreign exchange contracts- change in fair value | $ (183) | $ 0 |
Remeasurement of related contract receivables, billings in excess of revenue earned, and subcontractor accruals | 65 | (48) |
Loss on derivative instruments, net | $ (118) | $ (48) |
Stock-Based Compensation (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Stock-Based Compensation [Abstract] | ||
Pre-tax share based compensation expense | $ 247,000 | $ 134,000 |
Shares granted under stock options (in shares) | 40,000 | 50,000 |
Fair value of shares granted under stock option plan | $ 46,000 | $ 40,000 |
Granted performance-based RSUs | 160,000 | 0 |
Aggregate fair value for performance-based RSUs | $ 282,000 | $ 0 |
Granted time-based RSUs | 129,824 | 0 |
Aggregate fair value for time-based RSUs | $ 286,000 | $ 0 |
Product Warranty (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
| |
Activities in product warranty account [Abstract] | |
Balance at December 31, 2015 | $ 1,614 |
Warranty provision | 145 |
Warranty claims | 245 |
Currency adjustment | 2 |
Standard Product Warranty Accrual, Period Increase (Decrease), Total | (98) |
Balance at March 31, 2016 | 1,516 |
Accrued Warranty, Current | 1,400 |
Accrued Warranty, Noncurrent | $ 106 |
Income Taxes (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Income Taxes [Abstract] | ||
Minimum probability of uncertain tax position to be recognized (in hundredths) | 50.00% | |
Minimum percentage of tax position realized upon ultimate settlement (in hundredths) | 50.00% | |
Provision for income taxes | $ 88 | $ 88 |
Effective tax rate (in hundredths) | 38.60% | (22.90%) |
)^;=YE=7X*8?=
MA7]+9FP9FA^6?ZPH]__X+#LO<6W[JZ"?S([!^F!C*N?::C/L&]63"ZM?SJV^
M C,Y?-5+3I>%Z/'4[Z^^TS7X'E
M/U!+ P04 " !U@+!(8Q.8ZRT# ! #0 & 'AL+W=O _%Z+GC?:"F"?N4S\M=M1$_JWY3=T/P
M*I5NY4S#M992"3V7^$[/9:M[\O-%(]9J/.7ZO)^ZU.E"R=VIZ3YW_O-_4$L#
M!!0 ( '6 L$C$/Y\'&@( 'X& 9 >&PO=V]R:W-H965TGTC:CE,GG7"M/!A4JD@JV&2PZ7=R,X-
MUZQ/&Z7CQ: _2'H1]M;46\=*6\DM;+Y2_M?K@X1580[-M_ATG*<\X/
MMXSXVKV2&X^!\08395!/&PO=V]R:W-H965T
/450$P
M4QP#DUS?.714 ,W-4HM'SU3!QLGV #/;\VMJV8[0[]!HK;)^_+WA97.B)
M_:;B5+4RV'&E'U'[U!TY5TR[$K_HL)YU-S0L:G949IKKN>CZ@VZA^.71[@P]
M5_D?4$L#!!0 ( '6 L$C;0-.B200 .(5 8 >&PO=V]R:W-H965T
M1F@R/_>V#
M++^T_ U02P,$% @ =8"P2&_C:TZA 0 L0, !D !X;"]W;W)K
&UL?5-1;]L@$/XKB!]0')*T4>18:EI-V\.DJ@_;,['/-BIP
M+N"X^_<#[+C>9NT%N..^[[X[CGQ ^^9: $\^M#+N1%OONR-CKFQ!"W>''9AP
M4Z/5P@?3-LQU%D250%HQGF7W3 MI:)$GWXLM
DC@PC;%9Y J4@4$K]/G)\I(W!YOK%_2=4&]1?AX G53UGY-HC-**F@
M%KWRKSA\A:F$?20L4;FTDK)W'O4-0HD6'^,N3=J'\88?)M@Z@$\ /@,.61(^
M)DHRGX4716YQ('9L;2?B"VZ./#2BC,Y4=[H+0EWP7HO-89^S:R2:8LYC#%_&
MS!$LL,\I^%J*,_\'SM?AVU6%VP3?_J'P?IU@MTJP2P2[_Y:X%O/P5Q*VZ*D&
MVZ31<:3$WJ1!77CGZ7SDZ4T^PXN\$PU\%[:1QI$+^O"RJ?\UHH<@);O;4]*&
M_S,;"FH?CP_A;,>1&@V/W>V#S+^T^ U02P,$% @ =8"P2.$6VPZA 0
ML0, !D !X;"]W;W)K
S)'7UF<+A'I"O<(4:+B!T_GB:8K'&!!!5(
MG$#RY13BV2GTF-1AFED97RP6J,4"L4AF%AAF@9NDJ$F*"*0S$PSSP&2)FBP1
M@24NL$(%5G?71>('][U&!=9(!NM9F0@F"7$3V^=8:X2(Q(-_?O2@NZ+_+S5"
MNV<7$22+NP[%0+,_\ $%);-D@LG@X"#/;J JKQ"71ML6G43'H;US,WL6W]MA
M[@;2ITR>M?0,/ZD\UXWRCD*;L>:&3RF$!I-C^&1:H#*?FW'#H-1VN31KV0_@
M?J-%>_N>C!^U_"]02P,$% @ =8"P2#XR-B]T!0 'Q\ !D !X;"]W
M;W)K
;"R/C7(W<7MA"EJT$F&K5'@19JSTA)ADAI> ]"2/!UC
M)E:W!E/9 "I3XQYC)B:RF,PVFBZ0%I/9@H,!D9UTC)DV^18SWB(CI1YI@4>&
M6!H09KP%KSXD*;;"NP_.93XGH$Z7YP1SV?(Z7:QK+6:IY2QE%:L%)'6QM-,P
M22TG*:M84PO>)<326R?,4
D(;CB3#XK,PD8%<)
@-E@?0HP0[?$/>,([=T^$A
M%-B"]V>.,6MLY*'* R8"2W)*54,(8^=*Y8:R/U@Z(6?IQOVUH-WI$&!-+)
M58Z9#G*]'2\6VAJG5FB2U#FV";I13PXD!M&E7E#[F#JJHUK-L?21Y''(=KJW
M(L'-+CR(.U+^T.X,*TK7E"2H2Y7@J*D7V>MXF(U50/AHQV*9