SYKESVILLE, Md. –
GSE Systems, Inc. (GSE or the Company) (NYSE American:GVP), the
world leader in real-time high-fidelity simulation systems and provider
of training/consulting solutions to the nuclear power industry, today
announced that it acquired Absolute Consulting, Inc., a provider of
technical consulting and staffing solutions to the global nuclear power
industry.

Since its formation in 1997 in Navarre, Florida, Absolute Consulting has
established long-term relationships with blue-chip customers primarily
in the nuclear power industry. During the twelve months ending December
31, 2016, Absolute Consulting generated revenue of approximately $40
million, of which over 80% came from the nuclear power industry.
Absolute Consulting employs roughly 200 professionals with expertise in
areas such as procedure writing, engineering, technical support, project
management, training, project controls, and corrective actions.

Kyle Loudermilk, GSE’s President and Chief Executive Officer, said, “The
acquisition of Absolute Consulting significantly enhances GSE’s position
as the ‘go to’ provider of training and consulting solutions to the
power industry, with a particular focus on nuclear power. Absolute
Consulting brings to GSE a collaborative problem-solving culture, a
robust recruiting network and highly-regarded technical expertise in
areas such as procedure writing and consulting, a natural adjacency for
GSE. As a result, our customers will benefit from expanded capabilities
from a trusted solutions provider. The deal fits squarely within our
strategic growth plan, and proves the thesis that GSE is a scalable
platform for consolidating a fragmented industry. We are absolutely
delighted to have achieved the combination of GSE and Absolute.”

Transaction Details

GSE acquired 100% of the equity interests of Absolute Consulting for
$8.75 million in cash, subject to a customary post-closing working
capital adjustment. The transaction closed simultaneously with the
execution of a stock purchase agreement on September 20, 2017, and is
expected to add more than $2 million to GSE’s annual Adjusted EBITDA as
well as approximately $12 million to GSE’s backlog. The deal is expected
to be immediately accretive to GSE’s earnings per share, with additional
accretion and growth anticipated thereafter based on identified cost and
revenue synergies. For reporting purposes, Absolute Consulting will be
included in GSE’s Nuclear Industry Training and Consulting segment.

Chris Sorrells, GSE’s Chief Operating Officer, commented, “After vetting
more than 150 acquisition opportunities over a 12-month period, we
believe we have found a terrific fit in Absolute Consulting. We are
purchasing a well-run business, at an attractive price, that addresses a
critical challenge in our industry: the world’s aging nuclear workforce.
In addition to advancing our growth strategy, the transaction makes
excellent use of our cash on hand and is expected to be accretive to
GSE’s diluted earnings per share. Pro-forma for this transaction, GSE’s
trailing revenues eclipse the $100 million mark for the first time, and
we see additional opportunities for similar follow-on deals. We are well
positioned to pursue such opportunities as our balance sheet remains
strong, even after the purchase of Absolute Consulting, with estimated
pro-forma cash of approximately $15 million and no long-term debt.”

ABOUT GSE SYSTEMS, INC.

GSE Systems, Inc. is a world leader in real-time high-fidelity
simulation, providing a wide range of simulation, training, consulting,
and engineering solutions to the power industry. Its comprehensive and
modular solutions help customers achieve performance excellence in
design, training and operations. GSE’s products and services are
tailored to meet specific client requirements such as scope, budget and
timeline. The Company has over four decades of experience, more than
1,100 installations, and hundreds of customers in over 50 countries
spanning the globe. GSE Systems is headquartered in Sykesville
(Baltimore), Maryland, with offices in Huntsville, Alabama; Chennai,
India; Nyköping, Sweden; Stockton-on-Tees, UK; and Beijing, China.
Information about GSE Systems is available at www.gses.com.

FORWARD LOOKING STATEMENTS

We make statements in this press release 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,” “anticipates,”
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.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA is not a measure of financial performance under
generally accepted accounting principles (“GAAP”). We believe that
Adjusted EBITDA, in addition to operating profit, net income and other
GAAP measures, is useful to investors to evaluate financial results
because it excludes certain items not directly related to core operating
performance that may, or could, have a disproportionate positive or
negative impact on results for any particular period. Investors should
recognize that Adjusted EBITDA might not be comparable to
similarly-titled measures of other companies. We defined Adjusted EBITDA
as EBITDA adjusted for gain/loss from the change in fair value of
contingent consideration, restructuring charges, stock-based
compensation expense, consulting support for finance restructuring, and
a bad debt reserve taken due to the Westinghouse bankruptcy. With
respect to Adjusted EBITDA on a forward-looking basis and as a combined
company, a reconciliation of the difference between this non-GAAP
expectation and the corresponding GAAP measure (expected net income) is
not available without unreasonable effort due to potentially high
variability, complexity and low visibility as to the items that would be
excluded from the GAAP measure in the relevant future period, such as
unusual gains and losses, adjustments to the provision for income taxes,
depreciation of fixed assets, amortization of intangibles, costs related
to restructuring actions and interest expense, and certain anticipated
cost synergies, the impact and timing of potential acquisitions and
divestitures, and other structural changes or their probable
significance. The variability of the excluded items may have a
significant, and potentially unpredictable, impact on our future GAAP
financial results.

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GSE Systems, Inc.
Chris Sorrells, 410-970-7802
Chief
Operating Officer
or
The Equity Group Inc.
Kalle
Ahl, CFA, 212-836-9614
kahl@equityny.com
or
Devin
Sullivan, 212-836-9608
dsullivan@equityny.com