Acquisition | 4. Acquisition Hyperspring, LLC On November 14, 2014, (the "Closing Date") the Company, through its operating subsidiary, GSE Power Systems, Inc. (now GSE Performance Solutions, Inc. "GSE Performance"), acquired Hyperspring, LLC ("Hyperspring") pursuant to a Membership Interests Purchase Agreement ("Purchase Agreement") with the sellers of Hyperspring ("Sellers"). Hyperspring, headquartered in Huntsville, Alabama, specializes in training and development, plant operations support services, and Nuclear Industry Training and Consulting, primarily in the United States nuclear industry. Hyperspring operates as a wholly-owned subsidiary of GSE Performance Solutions, Inc. The purchase price allocation included customer relationship intangible assets valued at $779,000 which are being amortized over seven years. GSE Performance paid the Sellers an aggregate of $3.0 million in cash at the closing date. Per the Purchase Agreement, a $1.2 million payment was due to the former Hyperspring members if Hyperspring were successful in renewing its contract with the Tennessee Valley Authority ("TVA") for a two year period for substantially the same scope as was currently being provided and with substantially the same economics. On September 24, 2015, TVA executed a three-year renewal contract with Hyperspring; accordingly the Company paid the $1.2 million payment to the former Hyperspring members in October 2015. In addition, GSE may be required, pursuant to the terms of the Purchase Agreement, to pay the Sellers up to an additional $7.2 million if Hyperspring attains certain EBITDA (earnings before interest, taxes, depreciation and amortization) targets for the three-year period ending November 13, 2017. Accordingly, the total cash paid to the former Hyperspring The following table summarizes the purchase price and purchase price allocation for the acquisition of Hyperspring, LLC, acquired on November 14, 2014. (in thousands) Cash purchase price $ 3,000 Fair value of contingent consideration 3,953 Total purchase price $ 6,953 Purchase price allocation: Cash $ 152 Contract receivables 1,719 Prepaid expenses and other current assets 23 Property and equipment, net 12 Intangible assets 779 Goodwill 5,612 Total assets 8,297 Line of credit 749 Accounts payable, accrued expenses, and other liabilities 586 Billings in excess of revenue earned 9 Total liabilities 1,344 Net assets acquired $ 6,953 Pro forma results. (in thousands except per share data) (unaudited) Three Months ended Nine Months ended September 30, September 30, Pro forma financial information including the acquisition of Hyperspring 2015 2014 2015 2014 Revenue $ 14,961 $ 12,307 $ 42,589 $ 37,930 Operating loss (3,195 ) (1,785 ) (4,701 ) (5,848 ) Net loss (3,363 ) (1,697 ) (5,140 ) (5,749 ) Loss per common share — basic $ (0.19 ) $ (0.09 ) $ (0.29 ) $ (0.32 ) Loss per common share — diluted $ (0.19 ) $ (0.09 ) $ (0.29 ) $ (0.32 ) IntelliQlik LLC In conjunction with the Hyperspring acquisition, GSE Performance invested $250,000 for a 50% interest in IntelliQlik, LLC ("IntelliQlik"). IntelliQlik is developing a software platform for online learning and learning management for the energy market and is jointly owned by GSE Performance and a former Hyperspring member. GSE Performance was obligated to contribute an additional $250,000 should IntelliQlik attain certain development milestones by September 30, 2015. Based on a review of the software platform as of September 30, 2015, GSE concluded that the required development milestones had not been met and did not contribute the additional $250,000 investment. The Company wrote-off the remaining $126,000 balance of its IntelliQlik investment in the third quarter 2015. The loss was recorded under other expense, net. Contingent Consideration Accounting Standards Codification 805, Business Combinations As of September 30, 2015 and December 31, 2014, current contingent consideration totaled $2.6 million and $2.8 million, respectively. As of September 30, 2015 and December 31, 2014, we also had accrued contingent consideration totaling $2.2 million and $1.9 million, respectively, which represents the portion of contingent consideration estimated to be payable greater than twelve months from the balance sheet date. During the three and nine months ended September 30, 2015 the Company made payments of $182,000 and $500,000, respectively, to the former EnVision shareholders in accordance with the purchase agreements. For the nine months ended September 30, 2015, the Company did not make any payments to the former owners of Hyperspring. Refer to the Subsequent Event (in thousands) September 30, December 31, 2015 2014 Hyperspring, LLC $ 2,601 $ 2,152 IntelliQlik, LLC - 213 EnVision Systems, Inc. - 477 Current contingent consideration $ 2,601 $ 2,842 Hyperspring, LLC $ 2,221 $ 1,948 Contingent consideration $ 2,221 $ 1,948 |