UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) June 28, 2019



GSE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)


Delaware
001-14785
52-1868008
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

     

   
1332 Londontown Blvd., Sykesville, Maryland
 
21784
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code (410) 970-7800

Not Applicable
(Former name, former address, and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class
Trading Symbol(s)
Trading Name of each exchange on which registered Symbol(s)
 Common Stock, $0.001 Par Value
GVP
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. [ ]

Item 1.01.   Entry into Material Definitive Agreements.

Fifth Amendment and Reaffirmation Agreement

On June 28, 2019, GSE Systems, Inc. (“ GSE ”) and its wholly owned subsidiary GSE Performance Solutions, Inc. (“ Performance Solutions ” and collectively with GSE, the “ Borrower ”), GSE True North Consulting, LLC (“ True North ”), Hyperspring, LLC (“ Hyperspring ”), Absolute Consulting, Inc. (“ Absolute ”), and DP Engineering, LLC (“ DP Engineering ”, and together with True North, Absolute, and Hyperspring, the “ Guarantors ” and each a “ Guarantor ”), entered into a Fifth Amendment and Reaffirmation Agreement (the “ Fifth Amendment ”) with Citizens Bank, National Association (the “ Bank ”), amending and reaffirming the Borrower’s existing Credit and Security Agreement with the Bank (the “ Credit Agreement ”). The Fifth Amendment amends certain financial covenants in Sections 7.1 and 7.2 of the Credit Agreement as follows:

·
Section 7.1 of the Credit Agreement is amended to change the Fixed Coverage Ratio (as defined therein) from 1.25 to 1.00 to, initially, 1.15 to 1.00 through the periods ending on September 30, 2019 and then as set forth in Section 7.1.

·
Section 7.2 of the Credit Agreement is amended to set the Leverage Ratio (as defined therein), which would have reduced to 2.50 to 1.00 beginning with the period ended June 30, 2019, at 2.75 to 1.00 through the periods ending on March 31, 2020 and then as set forth in Section 7.2.

Each Borrower and Guarantor also made customary affirmations, ratifications, representations and warranties typical for an amendment and reaffirmation of a financing of this type.

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fifth Amendment, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GSE SYSTEMS, INC.

By:

/s/ Daniel Pugh
Daniel Pugh
Secretary, Chief Legal and Risk Officer
July 1, 2019


Exhibit 99.1
FIFTH AMENDMENT AND REAFFIRMATION AGREEMENT
THIS FIFTH AMENDMENT AND REAFFIRMATION AGREEMENT is dated as of June 28, 2019 (this “ Agreement ”), by and among GSE SYSTEMS, INC., a Delaware corporation (“ Parent ”), GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation (“ GSE Performance ” and collectively with Parent, the “ Borrowers ” and each a “ Borrower ”), GSE TRUE NORTH CONSULTING, LLC, a Delaware limited liability company (“ True North ”), HYPERSPRING, LLC, a Delaware limited liability company (“ Hyperspring ”), ABSOLUTE CONSULTING, INC., a Delaware corporation (“ Absolute ” and together with True North and Hyperspring collectively, the “ Original Guarantors ” and each an “ Original Guarantor ”), DP ENGINEERING, LLC, formerly DP Engineering Ltd. Co., a Delaware limited liability company (“ DP Engineering ” and together with the Original Guarantors collectively, the “ Guarantors ” and each a “ Guarantor ” and together with the Borrowers collectively, the “ Loan Parties ” and each a “ Loan Party ”), and CITIZENS BANK, NATIONAL ASSOCIATION (the “ Bank ”).  Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below) or the Guaranty (as defined below), as applicable.
WHEREAS, pursuant to the terms of that certain Credit and Security Agreement, dated as of December 29, 2016 (as the same may have been amended, renewed, replaced, or supplemented from time to time prior to the Closing Date (as defined in the Credit Agreement), the “ Original Credit Agreement ”), by and among Borrowers and Bank, the Bank agreed to provide a revolving line of credit to Borrowers in an amount not to exceed $5,000,000 pursuant to a revolving line of credit note dated as of the Initial Closing Date (as defined in the Credit Agreement) of the Borrowers payable to the order of the Bank (the “ RLOC Note ”);
WHEREAS, Hyperspring executed and delivered a Guaranty and Suretyship Agreement (as the same may have been amended, restated or modified from time to time, the “ Hyperspring Guaranty ”) dated as of December 29, 2016 in favor of Bank in connection with Borrower entering into the Original Credit Agreement;
WHEREAS, Absolute executed and delivered a Guaranty and Suretyship Agreement (as the same may have been amended, restated or modified from time to time, the “ Absolute Guaranty ”) dated as of September 20, 2017 in favor of Bank in connection with the Original Credit Agreement;
WHEREAS, True North executed and delivered a Guaranty and Suretyship Agreement (as the same may have been amended, restated or modified from time to time, the “ True North Guaranty ”) dated as of May 11, 2018 in favor of Bank in connection with the Credit Agreement;
WHEREAS, GSE Performance executed and delivered a Pledge Agreement (as the same may have been amended, restated or modified from time to time, the “ GSE Performance Pledge Agreement ”) dated as of September 20, 2017 in favor of Bank in connection with the Original Credit Agreement;
WHEREAS, Borrowers and Bank entered into that certain Amended and Restated Credit Agreement (as the same may have been amended, restated or modified from time to time, the “ Credit Agreement ”) dated as of May 11, 2018 to continue the RLOC and to provide for a Term Loan Facility in a principal amount up to $25,000,000;
WHEREAS, Original Guarantors and Bank entered into that certain Security Agreement (as the same may have been amended, restated or modified from time to time, the “ Security Agreement ”) dated as of May 11, 2018;
WHEREAS, pursuant to that certain Amendment and Reaffirmation Agreement dated as of May 11, 2018, the Borrowers, the Original Guarantors and the Bank agreed to amend the terms and conditions of the RLOC Note and the GSE Performance Pledge Agreement;
WHEREAS, pursuant to that certain Second Amendment and Reaffirmation Agreement dated as of  May 25, 2018, the Borrowers, the Original Guarantors and the Bank agreed to amend certain terms and conditions of the Credit Documents to reflect the conversion of True North to a Delaware limited liability company;
WHEREAS, on February 15, 2019, (i) GSE Performance acquired all of the membership interests of DP Engineering, (ii) the Borrowers, the Guarantors and the Bank executed that certain Third Amendment and Reaffirmation Agreement dated as of such date and (iii) DP Engineering executed and delivered a (a) Guaranty and Suretyship Agreement (the “ DP Engineering Guaranty ” and together with the True North Guaranty, the Hyperspring Guaranty and Absolute Guaranty collectively, the “ Guaranty ”) in favor of Bank in connection with the Credit Agreement and (b) Pledge Agreement in favor of Bank in connection with the Credit Agreement;
WHEREAS, pursuant to that certain Fourth Amendment and Reaffirmation Agreement dated as of March 20, 2019, the Borrowers, the Guarantors and the Bank agreed to amend certain terms and conditions of the Credit Documents to reflect the conversion of DP Engineering to a Delaware limited liability company; and
WHEREAS, the parties hereto intend to amend the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the rec eipt and sufficiency of which are hereby acknowledged, the parties hereto agree, under seal, as follows:
ARTICLE I
Section 1.01.   Amendments to Credit Agreement.   The Credit Agreement is hereby amended as follows:
(a) Section 7.1 of the Credit Agreement is hereby deleted and replaced with the following new Section 7.1:

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“Section 7.1.  Fixed Charge Coverage Ratio .  Borrower and its Subsidiaries shall maintain a minimum Fixed Charge Coverage Ratio, to be tested quarterly as of the last day of each quarter beginning with the quarter ending June 30, 2019, on rolling four-quarter basis, calculated based on the financial statements received by the Bank in accordance with the terms of this Agreement, as follows:  (i) 1.15 to 1.00 for the periods ending on June 30, 2019 and September 30, 2019; (ii) 1.05 to 1.00 for the periods ending on December 31, 2019 and March 31, 2020; (iii) 1.10 to 1.00 for the period ending on June 30, 2020; (iv) 1.15 to 1.00 for the period ending on September 30, 2020; and (v) 1.25 to 1.00 for the periods ending on each December 31 st , March 31 st , June 30 th and September 30 th thereafter.”
(b)  Section 7.2 of the Credit Agreement is hereby deleted and replaced with the following new Section 7.2:
“Section 7.2.  Leverage Ratio .  Borrower and its Subsidiaries shall not exceed a maximum Leverage Ratio, to be tested quarterly as of the last day of each quarter beginning with the quarter ending June 30, 2019, on a rolling four-quarter basis, calculated based on the financial statements received by the Bank in accordance with the terms of this Agreement, as follows:  (i) 2.75 to 1.00 for the periods ending on June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020 ; (ii) 2.50 to 1.00 for the periods ending on June 30, 2020 and September 30, 2020 ; and (iii) 2.25 to 1.00 for the periods ending on each December 31 st , March 31 st , June 30 th and September 30 th   thereafter .”
ARTICLE II


Reaffirmation
Section 2.01.   Reaffirmation.
(a)   Each Guarantor hereby: (i) affirms and confirms its guarantee and other commitments and obligations, under the Guaranty, the Security Agreement and any other Credit Documents executed by such Guarantor and (ii) confirms that each guarantee and other commitments and obligations under the Guaranty, the Security Agreement and any other Credit Documents executed by such Guarantor shall continue to be in full force and effect and shall continue to accrue to the benefit of the Bank notwithstanding the effectiveness of the Credit Agreement.
(b)   Each Borrower hereby affirms the execution and delivery to Bank of the Credit Documents, and the Credit Documents are continued in full force and effect and are in all respects hereby affirmed and ratified.

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ARTICLE III


Representations and Warranties
Each Loan Party, to the extent applicable, hereby represents and warrants, which representations and warranties shall survive execution and delivery of this Agreement, as follows:
Section 3.01.   Organization.   Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
Section 3.02.   Authority; Enforceability.   Each Loan Party has the corporate or limited liability company power to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary corporate and other action, to authorize the execution, delivery and performance by it of this Agreement.  Each Loan Party has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with the terms hereof.
Section 3.03.   Credit Documents.   The representations and warranties made by each Loan Party and set forth in the Credit Documents are true and correct on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case any such representation and warranty shall have been true and correct as of such earlier date).
ARTICLE IV


Miscellaneous
Section 4.01.   Conditions to Effectiveness of Agreement .  The Bank’s willingness to agree to the amendments set forth in this Agreement is subject to the execution and delivery of this Agreement by the Borrowers and Guarantors to the Bank.
Section 4.02.   Notices.   All communications and notices hereunder shall be in writing and given as provided in Section 10.9 of the Credit Agreement or Section 13 of the Guaranty, as applicable.
Section 4.03.   Expenses.   Each Loan Party acknowledges and agrees that the Bank shall be entitled to reimbursement of expenses as provided in Section 10.2 of the Credit Agreement and Section 10 of the Guaranty, as applicable.
Section 4.04.   Credit Document.   This Agreement is a “Credit Document” executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.
Section 4.05.   Successors and Assigns.   The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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Section 4.06.   No Novation.   Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Documents, which shall remain in full force and effect except as modified by this Agreement and the Credit Agreement.
Section 4.07.   Governing Law; Waiver of Jury Trial.   This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. EACH LOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT OR INSTITUTED BY ANY PARTY HERETO OR ANY SUCCESSOR OR ASSIGN OF ANY PARTY, ON OR WITH RESPECT TO THIS AGREEMENT, ANY OF THE OTHER DOCUMENTS, THE COLLATERAL OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, WHETHER BY CLAIM OR COUNTERCLAIM.
Section 4.08.   Remaining Force and Effect .  Except as specifically amended hereby, the Credit Documents remain in full force and effect in accordance with their original terms and conditions.

[ Remainder of Page Intentionally Left Blank ]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed under seal by its respective authorized officers as of the day and year first above written.
 
BANK :
Witness/Attest:
/s/ Paul Malstrom
   
CITIZENS BANK, NATIONAL ASSOCIATION
By:   /s/ Adrianna W. Delamater
Adrianna W. Delamater
Vice President

 
BORROWERS :
Witness/Attest:
/s/ Pamela G. Schlachter
GSE SYSTEMS, INC.
By: /s/ Emmett Pepe
  Emmett Pepe
  Chief Financial Officer

Witness/Attest:
/s/ Pamela G. Schlachter
   
GSE PERFORMANCE SOLUTIONS, INC.
By: /s/ Emmett Pepe
  Emmett Pepe
  Treasurer

 
GUARANTORS :
Witness/Attest:
/s/ Pamela G. Schlachter
   
ABSOLUTE CONSULTING, INC.
By: /s/ Emmett Pepe
  Emmett Pepe
  Treasurer

Witness/Attest:
/s/ Pamela G. Schlachter
   
HYPERSPRING, LLC
By: /s/ Emmett Pepe
  Emmett Pepe
  Treasurer
   
Witness/Attest:
/s/ Pamela G. Schlachter
   
GSE TRUE NORTH CONSULTING, LLC
By: /s/ Emmett Pepe
  Emmett Pepe
  Treasurer
   
Witness/Attest:
/s/ Pamela G. Schlachter
   
DP ENGINEERING, LLC
By: /s/ Emmett Pepe
  Emmett Pepe
  Treasurer