UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION
The unaudited pro forma condensed combined consolidated financial information is based on the historical financial statements of GSE Systems, Inc. ("GSE") and Hyperspring, LLC and its affiliates ("Hyperspring") after giving effect to GSE's acquisition of Hyperspring and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined consolidated financial information. GSE acquired 100% of the members' equity of Hyperspring on November 14, 2014.
The unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2014 is presented as if the acquisition of Hyperspring had occurred on September 30, 2014. The unaudited pro forma condensed combined consolidated statements of operations for the nine month period ended September 30, 2014 and for the year ended December 31, 2013 give effect to the acquisition of Hyperspring as if it had occurred on January 1, 2013. The assumptions, estimates and adjustments herein have been made solely for purposes of developing this unaudited pro forma condensed combined consolidated financial information.
The historical financial information has been adjusted in the unaudited pro forma condensed combined consolidated financial information to give effect to the pro forma events that are directly attributable to the acquisition of Hyperspring by GSE, factually supportable, and with respect to the statement of operations, expected to have a continuing impact on the combined consolidated results.
The unaudited pro forma condensed combined consolidated financial information has been prepared to give effect to the acquisition, which will be accounted for under the acquisition method in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("ASC 805").
Under ASC 805, the assets acquired and liabilities assumed are recognized at their estimated fair values as of the date of the acquisition. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed is recognized as goodwill.
The unaudited pro forma condensed combined consolidated financial information included herein has been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC") for purposes of inclusion in GSE's amended Current Report on Form 8-K/A prepared in connection with the acquisition of Hyperspring. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures provided herein are adequate to make the information presented not misleading. The significant accounting policies used in preparing the unaudited pro forma condensed combined consolidated financial information are set out in GSE's Annual Report on Form 10-K filed with the SEC on March 26, 2014.
The information concerning GSE has been derived from the unaudited condensed consolidated financial statements of GSE for the nine months ended September 30, 2014 and the audited consolidated financial statements of GSE for the year ended December 31, 2013 both prepared in accordance with U.S. GAAP. The information concerning Hyperspring has been derived from the unaudited combined financial statements of Hyperspring for the nine months ended September 30, 2014 and the audited combined financial statements of Hyperspring for the year ended December 31, 2013 both prepared in accordance with U.S. GAAP.
The unaudited combined statements of operations of Hyperspring for the periods presented were derived from the unaudited accounting records of Hyperspring after making adjustments to convert the accounting policies to be consistent with those of GSE.
Certain reclassifications and adjustments have been made to Hyperspring's historical balances in the unaudited pro forma condensed combined consolidated financial information to conform to GSE's presentation.
The unaudited pro forma condensed combined consolidated financial information is provided for informational purposes only and does not purport to be indicative of GSE's financial position or results of operations that would actually have been obtained had these transactions been completed as of the date or for the periods presented, or of the financial position or results of operations that may be obtained in the future.
The accompanying notes are an integral part of these unaudited pro forma condensed combined consolidated financial statements.
The accompanying notes are an integral part of these unaudited pro forma condensed combined consolidated financial statements.
The accompanying notes are an integral part of these unaudited pro forma condensed combined consolidated financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION
| 1. | Description of the transactions and basis of presentation |
Description of the Transaction
On November 14, 2014, GSE Systems, Inc., through its operating subsidiary, GSE Power Systems, Inc. ("GSE Power") completed the acquisition of Hyperspring, LLC and its affiliates and made an investment in IntelliQlik, LLC, in which GSE Power is now a 50% owner. The purchase price for Hyperspring is comprised of an initial payment of $3.0 million in cash which was paid on closing and subject to working capital adjustments, and up to an additional $5.4 million which will be paid to the former members of Hyperspring if Hyperspring attains certain EBITDA (earnings before interest, taxes, depreciation and amortization) targets for the three-year period ending November 2017. Hyperspring will operate as a wholly-owned subsidiary of GSE and will be run by its president, Paul Abbott.
In conjunction with the Hyperspring acquisition, GSE contributed $250,000 in the formation of the joint venture IntelliQlik, LLC ("IntelliQlik"). IntelliQlik is jointly owned by GSE and one of the former shareholders of Hyperspring. IntelliQlik will develop a software platform for online learning and learning management for all energy sectors, including nuclear, thermal, oil & gas, and hydro-electric. The IntelliQlik platform will also include applications to support plant engineering, operations and maintenance, as well as provide a platform for Software as a Service to deliver learning materials, industry recruitment services, and specialized simulator training programs.
Hyperspring provides a diverse suite of solutions to the energy industry, including training, staffing, and operations support, including: Procedure Development, Work Management, Tagging/Labeling, Outage Execution, Planning/Scheduling, Corrective Action, Self-Assessments, and Equipment Reliability. In addition to these services, Hyperspring also provides turnkey training programs for, Generic Fundamentals Exams (GFES), Maintenance, Accreditation Training Visit (ATV) preparation and Senior Reactor Operator (SRO) Certification.
Basis of Presentation
The unaudited pro forma condensed combined consolidated financial information has been prepared based on the Company's historical financial information and the historical financial information of Hyperspring giving effect to the acquisition and related adjustments described in these notes. Certain note disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted as permitted by the SEC rules and regulations.
These unaudited pro forma condensed combined consolidated financial information is not necessarily indicative of the results of operations that would have been achieved had the acquisitions actually taken place at the dates indicated and do not purport to be indicative of future financial position or operating results.
The acquisition of Hyperspring is being accounted for as a business acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations, whereby the assets acquired and liabilities assumed were recognized based on their estimated fair values on the acquisition date. Fair value measurements have been applied based on assumptions that market participants would use in the pricing of the asset or liability.
The fair values of assets acquired and liabilities assumed included in the accompanying unaudited pro forma condensed combined consolidated financial information are based on a preliminary evaluation of their fair value and may change when the final valuation of certain intangible assets and acquired working capital is determined. Upon completion of purchase accounting, the Company may make additional adjustments, and the valuations for the assets acquired and liabilities assumed could change from those used in the unaudited pro forma condensed combined consolidated financial information.
The purchase price for Hyperspring is comprised of an initial payment of $3.0 million in cash which was paid on closing (subject to working capital adjustments based on a $550,000 working capital target) and up to an additional $5.4 million which will be paid to the former members of Hyperspring if Hyperspring attains certain EBITDA (earnings before interest, taxes, depreciation and amortization) targets for the three-year period ending November 2017. The preliminary purchase price of Hyperspring is calculated as follows:
(in thousands)
| Cash consideration | | | | | $ | 3,000 | |
| Present Value of Remainder Payment | | $ | 933 | | | | | |
| Estimated Year 1 Earnout Payment | | | 1,117 | | | | | |
| Estimated Year 2 Earnout Payment | | | 1,006 | | | | | |
| Estimated Year 3 Earnout Payment | | | 897 | | | | | |
| Plus Estimated Fair Value of Contingent Consideration | | | | | | | 3,953 | |
| Total Preliminary Purchase Price | | | | | | $ | 6,953 | |
The purchase The table below presents a summary of Hyperspring's net assets based upon a preliminary estimate of their respective fair values:
| Working capital | | $ | 550 | |
| Goodwill | | | 5,390 | |
| Intangible assets | | | 1,001 | |
| Fixed assets, net | | | 12 | |
| Total | | $ | 6,953 | |
| 3. | Hyperspring pro forma adjustments and assumptions |
| A) | Reflects the pro forma impact of the recognized intangible assets. The preliminary fair value of intangible assets acquired included Hyperspring's customer relationships which resulted in a fair value of $1.0 million with a useful life of nine years. |
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| B) | In September 2012, three owners of Hyperspring bought out the fourth owner's member interest. Through the member buyout, Hyperspring acquired $500,000 of debt owed to the former owner with monthly payments of $12,500 beginning on September 1, 2012. The term of the agreement was until February 1, 2017. In connection with the acquisition of Hyperspring, the sellers agreed to pay off the note payable due to the former owner of Hyperspring. Income statement adjustments reflect the elimination of any interest expense related to the former member's debt agreement. |
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| C) | Reflects the intangible asset amortization of the Hyperspring Customer Relationships. Amortization is recognized in proportion to the related projected revenue streams. Refer to Note 4 for estimated amortization table. |
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| D) | Reflects the accretion of the contingent consideration. |
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| E) | Reflects the elimination of expenses associated with nuclear university. Upon GSE's acquisition of Hyperspring, nuclear university became part of a the newly formed joint venture called IntelliQlik in which GSE was a 50% owner. For the year ended December 31, 2013 and nine months ended September 30, 2014, nuclear university expenses were $249,000 and $88,000, respectively. |
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| F) | Based on the current salary agreements that GSE has with the former Hyperspring owners, total ownership compensation would have been reduced by $352,000 for the year ended December 31, 2013 and $87,000 for the nine months ended September 30, 2014. The former owners of Hyperspring worked and continue to work in operations and therefore, ownership compensation adjustments were reductions to cost of sales. |
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| G) | Reflects acquisition expenses eliminated from 2014 as pro forma presentation assumes the Hyperspring acquisition occurred on January 1, 2013. These non-recurring acquisition costs were included in the 2014 historical results and were backed out of the pro forma adjustments. |
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| H) | Reflects the distribution of vehicles and the simulator to Hyperspring members. For the year ended December 31, 2013 and nine months ended September 30, 2014, depreciation on the vehicles totaled $40,000 and $30,000, respectively. |
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| I) | In conjunction with the Hyperspring acquisition, GSE contributed $250,000 in the formation of the joint venture IntelliQlik LLC. IntelliQlik is jointly owned by GSE and one of the former members of Hyperspring. IntelliQlik will spin off nuclear university, a website dedicated to online learning in the energy industry, from Hyperspring. |
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| J) | Reflects the preliminary cash purchase payment of $3.0 million, which includes an estimated working capital balance of $550,000. |
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| K) | As part of the Membership Purchase Agreement, Hyperspring was required to retain $550,000 of working capital in the business upon closing with any excess to be distributed to the former Hyperspring owners and any shortage to be due from the former owners. At September 30, 2014, after the distribution of the vehicles [3H] and the payoff of the former owner [3B], working capital was calculated to be $453,000. To retain the $550,000 working capital balance in the company as of the balance sheet date, a $97,000 due from the former owners of Hyperspring was recorded on the balance sheet. |
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| L) | Reflects the goodwill balance recorded based on the preliminary estimate of the fair value of the assets and liabilities acquired and the total estimated purchase price. |
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| M) | Reflects the recording of the estimated contingent consideration. The sellers are entitled to receive four separate payments based on future events, with a maximum total payment of $5.4 million. The estimated fair value of the contingent consideration is $3.953 million, with $2.05 million recorded as a current liability. |
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| N) | Reflects the elimination of the remaining Hyperspring historical members' equity upon acquisition. |
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| O) | As part of being acquired by GSE, Hyperspring was contractually obligated to terminate certain administrative salaries specified in the agreement. For the year ended December 31, 2013 and for the nine months ended September 30, 2014, administrative salaries eliminated totaled $68,000 and $45,000, respectively. |
