Investor PresentationGSE Systems, Inc. (“GSE Solutions”)NASDAQ: GVP9.12.2022

Forward Looking Statements and Non-GAAP Financial Measures This presentation, our remarks, and answers to questions contain statements that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements reflect our current expectations concerning future events and results. We use words such as “expect,” ”intend,” ”believe,” “may,” “will,” “should,” “could,” “anticipate,” and similar expressions to identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These statements are not guarantees of our future performance and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties, and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.This presentation, our remarks, and answers to questions include references to Adjusted EBITDA, adjusted net income, and adjusted earnings per share (“adjusted EPS”), which do not adhere to generally accepted accounting principles (“GAAP”). We define EBITDA as earnings before interest, taxes, depreciation and amortization (“EBITDA”). Adjusted EBITDA” excludes from EBITDA certain non-recurring gains and expense including non-cash loss on impairment, impact of the change in fair value of contingent consideration, restructuring charges, stock-based compensation expense, impact of the change in fair value of derivative instruments, and acquisition-related expense. References to “Adjusted net income” excludes from net income non-cash loss on impairment, impact of the change in fair value of contingent consideration, restructuring charges, stock-based compensation expense, impact of the change in fair value of derivative instruments, acquisition-related expense, and amortization of intangible assets related to acquisitions. We define adjusted EPS as adjusted net income divided by fully diluted shares of common stock issued and outstanding. EBITDA, Adjusted EBITDA, Adjusted net income, and adjusted EPS are reconciled to net income, the most directly comparable GAAP measure, in the financial tables included in the Appendix to this presentation. We believe that this additional information and the reconciliation we provide may be useful to help evaluate our operations. This information supplements our results as reported in accordance with GAAP and should not be viewed in isolation from, or as a substitute for, our GAAP results.We undertake no duty to update or revise the information in light of new information, future events or otherwise, although we may do so from time to time as management believes is appropriate. Any such updating may be made through the filing of reports or documents with the Securities and Exchange Commission, through press releases or through other public disclosures.

To deliver advanced engineering services, technology solutions, and flexible workforce solutions primarily to the nuclear power industry to support a stable grid, energy security, and decarbonization of the power sector. Our Mission

Company History 1970 GSE builds first ever nuclear power plant simulator 1993 Three leading simulation companies merge to form GSE Systems 1995 GSE goes pubic 2010 -2019 2020 GSE Solutions was created GSE is proven, with over five decades of experience, more than 1,100 installations, and hundreds of customers in over 50 countries spanning the globe. ACQUISTIONS2010 - EnVision On-demand Training2014 - Hyperspring Training Services2017 - Absolute Consulting Technical Staffing2018 - True North Consulting Programs & Performance 2019 - DP Engineering Design & Analysis

GSE At A Glance One of the few publicly held independent companies serving the clean energy sector of nuclear power and adjacent industriesDelivers unique and essential engineering and workforce solutions, services and technology solutionsSolutions include performance optimization, regulatory compliance, simulation, training, and staffing GSE supports the future of clean energy production and the decarbonization of the power industry Ticker | Exchange GVP | Nasdaq Headquarters Maryland Number of Employees ~300 Recent price (9/9/22) $1.06 Shares outstanding ~21.0M Market cap (9/6/22) ~$22.3M Total cash (6/30/22)3 ~$5.4M Total debt (6/30/22)4 ~$4.1M Enterprise value1 ~$21.0M Revenue (2021) ~$55.2M EV / Revenue1 ~0.4x Insider ownership2 ~1.29M shares 1Enterprise Value and EV/Revenue are estimates based on the Recent Price, Market Cap, Total Cash and Total Debt amounts as of the dates provided herein and do not represent the Enterprise Value or EV/Revenue as of the date of this presentation. 2Per proxy dated 5/2/2022. 3Excludes $1.6M of restricted cash as of 6/30/2022. 4Principal payments of debt due as of 6/30/2022 total $5.75M.

Leadership Kyle Loudermilk President and Chief Executive Officer20+ years of executive experience at publicly-listed MicroStrategy. AspenTech, and PE-backed Datatel/Ellucian Strong track record revitalizing technology companiesBS, MS, Chemical Engineering – Columbia University; Harvard University General Management Program Emmett Pepe, CPA Chief Financial Officer30+ years of experience in finance management across a variety of business sectors Focus on the software and telecommunicationExecutive positions at MicroStrategy, BroadSoft, Software AG, and webMethodsBS, Accounting – Penn State University Bahram Meyssami PhD Chief Technology Officer25+ years of experience in the software industryFormer positions at Aspen Technology, Datatel, University of MarylandBS, MS, PhD Chemical Engineering – University of Maryland Don Horn President, Engineering Performance Group 25+ years in energy industry, focused on managerial and engineering responsibilitiesElectrical engineering experience with Foster Wheeler, Houston Lighting & Power, and FluorBS in Electrical Engineering – Colorado State University Brian Greene Vice President, Workforce Solutions Group 15+ years of staffing industry experience More than a decade with System One, with a particular focus on staffing for the nuclear energy and engineering sectorsBA, English – University of West Georgia

Strategic Growth Vision $66M $80M $200M

Growth Strategy & Opportunities Optimize OperationsSupport 80-year life extension activities to improve operations, enhance safety and extend plant life Cross-sell newer GSE services to current customersExtend more services and support to NuScaleHelp industry address challenges like the aging workforce and talent scarcity Organic GrowthHelp customers meet decarbonization goals with our solutions like TSM/DVRFocus on Solutions combining simulation, plant data and optimization expertisePrepare for opportunities that will come from Japan’s restart of nuclear reactorsExpand partnerships into advance reactors and SMRs Inorganic ExpansionExpand through strategic mergers & acquisitionsIdentified 100+ companies, $1B+ revenue as potential roll-up candidates in nuclear and adjacenciesAddress cross-over services that are natural adjacent markets such as DOE/DODFurther expansion in LNG and diversify in renewables such as wind, solar & green hydrogen

Breakeven $80M Target 2026+ Target Revenue ~$66M ~$80M ~$200M Gross margin ~24% ~24% ~25% R&D (% sales) ~1% ~1% ~1% SG&A (% sales) ~24% ~20% ~16% Adj. EBITDA1 ~$0M ~$3M ~$15M Cash Flow ~$0M ~$3M ~$12M 2026+ Roadmap – Growth Goals Capital Needs for 2026+ Target: ~$40-60M to create ~$12M in EBITDA from M&A; majority of capital from debt financing, internal cash generation and cash on hand. 1 Adjusted EBITDA is a non-GAAP financial measure The goals and targets presented on this slide are neither projections nor guidance. Company assumptions for the “Breakeven” and “$80M Target” include the fact that current operating expense could support the additional revenue. The gross margin percentage used in this model is an approximate average of recent published results. The 2026+ Target assumes inorganic growth through acquisition involving $120M of revenue, 25% gross margin and 10% Adjusted EBITDA margin. These forward-looking statements about the Company’s goals for future financial performance include a non-GAAP financial measure, Adjusted EBITDA. As described in greater detail on slide 37, Adjusted EBITDA is derived by excluding interest (expense) income, income taxes, and depreciation and amortization from Net (loss) Income determined in accordance with GAAP (to arrive at EBITDA) then further adjusting for certain amounts, expenses or income to arrive at Adjusted EBITDA. The determination of the amounts that are excluded to arrive at Adjusted EBITDA is a matter of management judgment and depends upon, among other factors, the nature of the underlying amounts, expenses or income. We are unable to present a quantitative reconciliation of forward-looking Adjusted EBITDA to its most directly comparable forward-looking GAAP financial measure, Net (loss) income, because management cannot reliably predict all of the necessary components of such GAAP measure. Historically, management has excluded those categories described on Slide 37 of this presentation.

Business Overview

GSE Workforce Solutions division makes sure the right people and skills are in place for customer operations to run smoothly. Our experts help identify solutions and talent to address workforce gaps. GSE Today Engineering design and implementation services Simulators that enhance design and performanceOptimizing plant performance and engineering program applications GSE Engineering Services s a highly experienced team focused on creating innovative ways to meet our customers’ needs using a combination of our industry-leading services and products. Flexible staffing services End-to-end workforce management programsKnowledge transfer support as aging workforce retireSpecialized nuclear training programs

CONSULTING SIMULATION Virtual CommissioningAdvanced ModelingSystem DesignGeneric SimulationFull-Scope Custom SimulationOn-Demand PlatformEngineering Simulators PLANT MODIFICATIONSMechanical, Electrical, I&CCivil/StructuralFire ProtectionDigital Upgrades DECOMMISSION SERVICESAssessment/ ReadinessProcedures10 CFR 72 ComplianceLicense Termination Staff AugmentationSchedule/Plan EstimatesProject ManagementProcedure Development TRAINING Turn-key ProgramsCustom Programs & DevelopmentOn-Demand TrainingAssessmentsCertified Instructors ENGINEERING PROGRAMSASME OM CodeIn-Service Inspect/TestAppendix JBalance of PlantEngineering Programs SoftwareTraining Courses THERMAL PERFORMANCEAssessment ModelingHeat Balance AnalysisMegawatt ImprovementOnline MonitoringTraining CoursesThermal Performance Software ENGINEERINGSERVICESSystems UpgradesLife ExtensionLicense Renewal Specialty Engineering EOCPRA Evaluations Solutions Portfolio STAFFING Nuclear OperationsProgram CompliancePerformance Analysis Work ManagementCorrective ActionsLicense & RegulatoryDesign for Inspectability

Market Opportunities LNG facilities 93 nuclear power plant reactors 170+ $1B Engineering Services$1B Staffing Services$2B per year (or $20M per facility) $500M Engineering$500M Staffing Services$1B per year Sources: Company Estimates, US Energy information Administration and Federal Energy Regulatory Commission US nuclear industry - US Energy Information Administration (EIA)LNG | Federal Energy Regulatory Commission (ferc.gov)

Representative Global Blue-Chip Customers1 1The trademarks above are the property of the referenced companies; GSE disclaims ownership of such marks. Inclusion of a representative customer herein is not intended to suggest endorsement or recommendation.

Highly Diversified Business Model ~50%12-15%Technical / High-Value StaffingTime and material contractsAs service is performed billing occurs ~10%80-90%SoftwareSale of perpetual license with recurring MX, or SaaS annual subscriptionLicense upon delivery, ratable recognition over life of MX agreement Workforce Solutions % of RevenueGross MarginPrimarily SellingBusiness ModelAccounting 1 Software is a component of GSE’s Engineering groupPercentages of revenue & gross margin are approximations based on our published results and earnings call commentary Engineering Services ~50%30-40+%Engineering Modeling & Modification ServicesFixed price, and time and material contractsPercent complete, or as service is performed billing occurs Software1

Cross-Selling Our Solutions GSE’s Strategic Assets Engineering Programs SupportThermal Performance Optimization/DVRSimulation ServicesTurnkey Training CoursesManaged Task TrainingTraining Staff Support GSE currently has a General Services Agreement (GSA) in place with GSE Programs & Performance and use GSE Workforce Solutions GSE is working on adding more of our engineering solutions for design and simulation to create a more strategic comprehensive GSAWe plan to continue to add on more Workforce Solutions as needed Customer Example

Web-based Employee Training Software Dynamic Simulation Modeling Software Engineering Program Software Innovative Software Solutions The most accurate, highest-level of advanced modeling used to test engineering changes, system design and human factors engineering. EnVision On-Demand integrates computer-based tutorials and simulations to provide anytime, anywhere access to training content. EP-Plus is a modern, easy to use engineering programs software suite, built on industry standards and best practices by leading experts. Fleet Thermal System Monitoring Software TSM Enterprise is a suite of calculation modules that provide timesaving methods of tracking thermal performance in plant applications.

Value in Software Growing Revenue Streams Revenue growthTotal software growth of 34% LTM Q2 2021 ($3.8M) LTM Q2 2022 ($5.1M)Types of softwareWorkforce training Engineering scenariosAnalytics analysisProgram supportWhy softwareBetter marginsImplementing modernization of systems for better data knowledgeSupport virtual workforce with web-based solutions We have experts to develop and deploy +48% Software & Support RevenueSaaS/Recurring Revenue (in $M)

Nuclear Industry Outlook

Critical Part of the World’s Power MixNuclear power is constant and clean of where carbon-free electricity came from 2020. 20% Nuclear power is 52% of the US’ power supply and Without nuclear we cannot reach our net-zero goals. The world needs nuclear. ENERGY SECURITY CLEAN ENERGY DECARBONIZATION GOALS = + Nuclear Energy Institute Inc., Nuclear By The Numbers (August 2020)

Here for The Long Term The US makes up 30.9% of the world's nuclear energy GSE experts have experience working with these utilities and several more around the world. They have a deep understanding of regulations and emerging approaches. An average nuclear plant spans 60 years - existing fleet requires 20-40 years possibly 80GSE’s support the aging nuclear fleet; helping to improve operations, enhance safety and extend plant life. https://ourworldindata.org/nuclear-energy +20 +20 Nuclear Power Generation by Country 2021 Nuclear Power Generation by Country 2021 Average US Nuclear Plant is ~40 Years Old Extrapolated from The Conversation, August 2018; International Atomic Energy Agency 40

Government Support for Clean Energy New Legislative Initiatives$30B for nuclear sector from Inflation Reduction Act Create a carbon-free power sector by 2035 US on a path to a net-zero economy by 2050Re-establish Council of Advisors on Science and TechnologyCreation of more jobs and skilled-tradesIncrease the resilience of facilitiesPhaseout of fossil fuel subsidiesUS $1.2T Infrastructure Bill in 2021 Important GainsUS $6B civil nuclear credit programPreserving immense amounts of carbon free electricity as well as high-paying jobs Funding through FY 2026 (US $1.2B per year) to the DOE to implement the ARDP programFunding for DOE’s ARDP Demonstration projects and authorizes US $3.2B through FY 2027 for the advanced reactor demonstrationsUS $2.4B to fund ARDP awards from FY 2022-2025

SMRs are reactors that produce less of electricity than traditional reactors. They are factory-built: minimizing costs, improving quality and reducing construction schedules.ModularityLower Capital InvestmentSiting FlexibilityGreater EfficiencyIncreasing Grid StabilitySMRs are being developed by NuScale, GE Hitachi; Rolls-Royce Consortium; and others Every SMR will need simulation technology, engineering services and other solutions that GSE can provide The Future is in Small Modular Reactors (SMRs) 1December 2020 - Natural Resources Canada press release outlines next steps for progress on small modular reactor technology.2 According to ReportLinker.com3 Valuates' Reports: https://bit.ly/3zL5dSV Safeguards & Security / NonproliferationUS Industry, Manufacturing and Job GrowthEconomic Development Safe, Clean, & Affordable Nuclear Power Option

NuScale is expected to have first SMR operational by 2027 or sooner NuScale has developed a transformational SMR that delivers scalable, safe, reliable carbon-free nuclear power NuScale goes public with a ~$1.9 billion pro forma enterprise value GSE’s simulator is anintegral part of the DCA to the US NRC to prove the design andoperational concepts In 2012 NuScale chose the GSE platform and team to assist them in testing out key control room design decisions as part of the Design Certification Application (DCA) process GSE collaborates with NuScale on Energy Exploration (E2) Centers for Research Positioning GSE for a Bright Future

Financials

Quarterly Financial Highlights Consolidated Orders (in $M) Performance Engineering Orders (in $M) Consolidated Orders & Revenue Trend (in $M) Workforce Solutions Orders (in $M) Orders and backlog data presented above are available in our quarterly filings & earnings releases.

Recent Financial Results HIGHLIGHTSRevenues in Q2:22 starting upward trendGross margin improvement by 510 basis points in Q2:22Strong showing by Performance Engineering in Q2:22 with revenues increasing by 16% over Q2:21.Total Software Sales Increased to $4.8 million in FY21Software and support sales increased in Q2:22 to $1.2 million, 54% increase compared to Q2:21. Sizable backlogTotal backlog stood at $34.0 million at June 30, 2022.

Improved Capital Structure HIGHLIGHTSSignificantly improved balance sheetEnded Q2:22 with cash, cash equivalents and restricted cash of $6.9 millionRepaid in full, all outstanding line-of-credit indebtedness of $1.8 millionCompany entered into agreement for convertible note and raised $5 million in net proceeds in Q1:22.Employee Retention Credit remaining in receivablesCompany collected $1.6 million in Q2:22 and has ~$1.4 million remaining refunds due to company. Recent recapitalization positions us to execute growth plan

Peer Group Analysis: GSE at Significant Discount Ticker * Company Stock Price* Shares Outstanding Market Cap Cash Debt1 Enterprise Value SALES(TTM) EV/SALES(TTM) GVP GSE Solutions (GSE Systems) $1.14 21.0 $23.94 $5.36 $4.14 $22.72 $53.58 0.42 Ticker* Company Stock Price* Shares Outstanding Market Cap Cash Debt Enterprise Value SALES(TTM) EV/SALES(TTM) NVEE NV5 Global $133.58 15.5 $2,070.49 $44.42 $73.84 $2,099.91 $766.99 2.74 WLMS Williams Industrial Services $1.59 26.4 $41.98 $0.66 $30.13 $71.45 $278.14 0.26 ATCX Atlas Technical Consultants $8.04 36.8 $295.87 $11.00 $503.49 $788.36 $575.66 1.37 LEU Centrus Energy Corp. $47.35 14.5 $686.58 $115.60 $98.80 $669.78 $314.70 2.13 SVIK.ST Studsvik 96.90 SEK 8.2 796.4 SEK 64.3 SEK 103.9 SEK 756.8 SEK 825.2 SEK 0.89 BWXT BWX Technologies $51.51 91.2 $4,697.71 $67.40 $1,380.25 $6,010.56 $2,175.65 2.76 PESI Perma-Fix Environmental $5.01 13.3 $66.63 $0.16 $1.30 $67.77 $68.28 0.99 Peer Group 1.59 *As of 9/6/2022 and USD, unless noted Discount to Peer Group ~70% 1Principal payments of debt due as of 6/30/2022 total $5.75M

Summary

Our Focus Capitalize on demand from existing facilities that need improvements and upgrades Focus on the cross-sell and up-sell to existing marketStrengthen divisional leadership and sales forceDeliver on exciting solutions pipeline Streamline operations, contain costs and maximize cash flow

Summary: Positioned For Success Specialized Platforms Attractive Valuation Solid Growth Strategy Global Client Base Favorable Industry Drivers Proven Leadership 50+ years of serving clients in nuclearProven technology for simulation and trainingDifficult-to-replicate technology and talent Nuclear as a critical to carbon-free energy Ambitious legislation to cut carbon emissionsAging workforce crisis Favorable outlook for SMR technology Focus on growth & roadmap Capitalize on need for improvements and upgradesCapture growth opportunities in the power industry, including SMRs Experience to deliver operational improvementsLeadership with an owner/operator mentality Aligned with shareholders – GSE management are sizable shareholders Five decades serving a high-barrier-to-entry market Strong relationships with blue chip power and process companiesDiverse number of clients Significant discount relative to industry peersGrowing SaaS revenue stream, higher margin Streamlined operations, contained costs and maximize cash flow

Connect With Us GSE SolutionsKyle LoudermilkPresident and CEOkyle.loudermilk@gses.com+1 410.970.7800 Lytham PartnersAdam LowensteinerVice Presidentgvp@lythampartners.com+ 1 646.829.9702 linkedin.com/company/gse-solutions/ www.gses.com investor@gses.com 410.970.7800

Appendix

Approximate Revenue Mix (2021) Engineering Workforce Solutions By Segment By Industry Nuclear Other Power North America Europe By Geography Utilities Other By End User Asia & Other Non-Power / Process

GSE Solutions Financial History1,2 and Balance Sheet Data 1 Excludes DP Engineering for periods prior to February 15, 2019; excludes True North prior to May 11, 2018 and excludes Absolute Consulting prior to September 20, 2017 2 EBITDA, Adjusted EBITDA, Adjusted net income and adjusted EPS are non-GAAP financial measures; see GAAP to non-GAAP reconciliation on pages 26 and 27 in the Appendix of this presentation. Financial Summary1 Fiscal Year Ended 6 Months Ended (in $ millions, except shares amounts) 2017 2018 2019 2020 2021 Jun. 30, 2021 Jun. 30, 2022 Revenue 70.9 92.2 83.0 57.6 55.2 26.6 25.0 Gross Profit 18.5 23.1 20.3 14.8 11.9 5.6 5.6 Gross margin 26% 25% 24% 26% 21% 21% 22% Operating (loss) income 0.2 1.4 (7.4) (9.5) (6.0) (3.5) (4.3) Operating margin 0% 1% (9%) (17%) (11%) (13%) (17%) Net (loss) income 6.6 (0.4) (12.1) (10.5) 10.6 1.0 (4.8) Diluted EPS $0.33 ($0.02) ($0.60) ($0.52) $0.51 $0.05 ($0.23) Diluted shares 19,605,427 19,704,999 20,062,021 20,439,157 20,761,191 20,638,116 21,006,910 EBITDA 1.5 3.7 (2.2) (6.9) 12.8 2.1 (3.4) Adjusted EBITDA 5.7 7.4 4.8 (0.3) (2.2) (1.2) (2.4) Adjusted net (loss) income 3.0 (3.6) 8.0 0.0 (2.9) (1.6) (3.4) Adjusted EPS - diluted $0.15 ($0.18) $0.39 $0.00 ($0.14) ($0.08) ($0.16) Balance Sheet (in $ millions) Jun. 30, 2022 Cash and cash equivalents 5.4 Current assets 18.0 Total assets 37.2 Current liabilities 15.3 Total debt 4.1 Total stockholders' equity 19.1

GSE EBITDA & Adjusted EBITDA Reconciliation (in $ Thousands)1 EBITDA and Adjusted EBITDA are not measures of financial performance under generally accepted accounting principles ("GAAP"). Management believes EBITDA and Adjusted EBITDA, in addition to GAAP measures, provide meaningful supplemental information regarding our operational performance. Our management uses EBITDA, Adjusted EBITDA, and other non-GAAP measures to evaluate the performance of our business and make certain operating decisions (e.g., budgeting, planning, employee compensation and resource allocation). This information facilitates management's internal comparisons to our historical operating results as well as to the operating results of our competitors. Since management finds these measures to be useful, we believe that our investors can benefit by evaluating both non-GAAP and GAAP results. Investors should recognize that EBITDA and Adjusted EBITDA might not be comparable to similarly-titled measures of other companies. These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP. A reconciliation of non-GAAP EBITDA and Adjusted EBITDA to the most directly comparable GAAP measure (net income) in accordance with SEC Regulation G follows: 1 Excludes DP Engineering for periods prior to February 15, 2019; excludes True North prior to May 11, 2018 and excludes Absolute Consulting prior to September 20, 2017 Adjusted EBITDA Summary Fiscal Year Ended 6 Months Ended (in $ thousands) 2017 2018 2019 2020 2021 Jun. 30, 2021 Jun. 30, 2022 Net (loss) income 6,557 (354) (12,085) (10,537) 10,607 1,026 (4,835) Interest (expense) income, net (80) 268 988 623 159 103 506 (Benefit) provision for income taxes (6,153) 1,131 5,733 355 163 (39) 110 Depreciation and amortization 1,146 2,634 3,129 2,612 1,865 994 802 EBITDA 1,470 3,679 (2,235) (6,947) 12,794 2,084 (3,417) Acquisition-related expense 473 540 744 192 - - - Acquisition-related settlement - - (2,025) - - - - Bad debt related to customer bankruptcy 122 85 - - - - - Change in fair value of contingent consideration 446 - (1,200) - - - - Employee retention credit and PPP loan forgiveness - - - - (17,289) (5,075) - Impact of the change in fair value of derivative instruments (99) 350 13 17 (19) - (114) Litigation - - - 477 (22) - - Loss on impairment - - 5,597 4,302 3 - - Restructuring charges 778 1,269 2,478 1,297 798 808 - Stock-based compensation expense 2,472 1,526 1,420 378 1,043 501 1,101 VAT write-off - - - - 450 450 - Adjusted EBITDA 5,662 7,449 4,792 (284) (2,242) (1,232) (2,430)

Adjusted Net Income & Adjusted EPS Reconciliation (In $ Thousands, except share amounts)1,2 Adjusted Net Income and adjusted earnings (loss) per share (“adjusted EPS”) are not measures of financial performance under generally accepted accounting principles (“GAAP”). Management believes adjusted net income and adjusted EPS, in addition to GAAP measures, provide meaningful supplemental information regarding our operational performance. Our management uses Adjusted Net Income and other non-GAAP measures to evaluate the performance of our business and make certain operating decisions (e.g., budgeting, planning, employee compensation and resource allocation). This information facilitates management's internal comparisons to our historical operating results as well as to the operating results of our competitors. Since management finds these measures to be useful, we believe that our investors can benefit by evaluating both non-GAAP and GAAP results. Investors should recognize that Adjusted Net Income and Adjusted EPS might not be comparable to similarly-titled measures of other companies. These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP. A reconciliation of non-GAAP adjusted net income and adjusted EPS to GAAP net income, the most directly comparable GAAP financial measure, is as follows: 1 Excludes DP Engineering for periods prior to February 15, 2019; excludes True North prior to May 11, 2018 and excludes Absolute Consulting prior to September 20, 20172 Adjusted Net Income for prior periods does not include the impact on income tax expense of the adjustments Adjusted Net Income (Loss) Summary Fiscal Year Ended 6 Months Ended (in $ thousands, except shares amounts) 2017 2018 2019 2020 2021 Jun. 30, 2021 Jun. 30, 2022 Net (loss) income 6,557 (354) (12,085) (10,537) 10,607 1,026 (4,835) Acquisition-related expense 473 540 744 192 - - - Acquisition-related settlement - - (2,025) - - - - Amortization of intangible assets related to acquisitions 335 1,612 2,400 1,943 1,213 643 491 Bad debt related to customer bankruptcy 122 85 - - - - - Change in fair value of contingent consideration 446 - (1,200) - - - - Employee retention credit and PPP loan forgiveness - - - - (17,289) (5,075) - Impact of the change in fair value of derivative instruments (99) 350 13 17 (19) - (114) Litigation - - - 477 (22) - - Loss on impairment - - 5,597 4,302 3 - - Release of valuation allowance (10,555) (339) 6,820 1,589 246 - - Restructuring charges 778 1,269 2,478 1,297 798 808 - Stock-based compensation expense 2,472 1,526 1,420 378 1,043 501 1,101 Tax reform impact 2,497 - - - - - - VAT write-off - - - - 450 450 - Income tax expense impact of adjustments - (8,251) 3,851 345 46 - - Adjusted net income (loss) 3,026 (3,562) 8,013 3 (2,924) (1,647) (3,357) Earnings (loss) per share - diluted $0.33 ($0.02) ($0.60) ($0.52) $0.51 $0.05 ($0.23) Adjusted earnings (loss) per share - diluted $0.15 ($0.18) $0.39 $0.00 ($0.14) ($0.08) ($0.16) Weighted average shares outstanding - diluted 19,605,427 19,922,151 20,376,255 20,439,157 20,761,191 20,638,116 20,980,046