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SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION (Tables)
9 Months Ended
Sep. 30, 2023
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION  
Schedule of non-cash items associated with the Purchase Agreement

Historical financial information for Breckenridge was derived from Breckenridge’s unaudited financial statements. In the opinion of the Company’s management, the financial information of Breckenridge reflects all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The non-cash items associated with the Purchase Agreement (unaudited and in thousands) shown on the Condensed Consolidated Statements of Cash Flows consist of “Deemed distribution (contribution)” and “Acquisition of Breckenridge net assets” and are derived as follows:

Deemed Distribution (Contribution)

Nine Months Ended September 30, 

    

2023

    

2022

Deemed distribution (contribution) of short-term investments

$

1,000

$

Deemed distribution (contribution) of accounts receivable

 

1,015

 

(2,605)

Deemed distribution (contribution) of prepaids and other

 

1

 

(133)

Deemed distribution (contribution) of land and buildings

514

(4,726)

Deemed (distribution) contribution of accounts payable

(132)

196

Deemed (distribution) contribution of accrued liabilities

(69)

228

Deemed (distribution) contribution of deferred revenue

568

Deemed distribution of Breckenridge net assets not acquired

$

2,329

Deemed contribution of Breckenridge net assets

$

(6,472)

Historical Carrying Value of Assets Acquired

March 24, 2023

Accounts receivable, net

$

67

Prepaid expenses and other current assets

56

Property and equipment, net

1,322

Other accrued liabilities

(16)

Deferred revenue

(94)

Acquisition of Breckenridge net assets

$

1,335

Schedule of consideration paid

Consideration Paid

March 24, 2023

Common stock issued

$

2,020

Note payable issued

9,880

Purchase price

$

11,900

Schedule of excess purchase price

Excess Purchase Price

March 24, 2023

Purchase price

$

11,900

Historical carrying value of assets acquired

(1,335)

Excess purchase price

$

10,565

Schedule of reconciliation of previously reported to the current financial statements

The following table reconciles the previously reported Balance Sheet at December 31, 2022 to the current Balance Sheet for the same period:

December 31, 2022

Dawson

Breckenridge

Dawson

Previously Reported

As Adjusted

(unaudited)

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

13,914

$

4,689

$

18,603

Restricted cash

5,000

5,000

Short-term investments

265

265

Accounts receivable, net

6,945

1,027

7,972

Employee retention credit receivable

3,035

3,035

Prepaid expenses and other current assets

8,876

75

8,951

Total current assets

38,035

5,791

43,826

Property and equipment, net

18,127

2,341

20,468

Right-of-use assets

4,010

4,010

Intangibles, net

369

369

Total assets

$

60,541

$

8,132

$

68,673

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

$

4,015

$

125

$

4,140

Accrued liabilities:

Payroll costs and other taxes

1,973

28

2,001

Other

1,178

102

1,280

Deferred revenue

7,199

181

7,380

Current maturities of notes payable and finance leases

275

275

Current maturities of operating lease liabilities

1,118

1,118

Total current liabilities

15,758

436

16,194

Long-term liabilities:

Notes payable and finance leases, net of current maturities

207

207

Operating lease liabilities, net of current maturities

3,331

3,331

Deferred tax liabilities, net

136

1

137

Total long-term liabilities

3,674

1

3,675

Stockholders' equity:

Common stock

238

238

Additional paid-in capital

155,413

155,413

Accumulated earnings (deficit)

(112,469)

(112,469)

Equity of Breckenridge prior to acquisition

7,695

7,695

Accumulated other comprehensive income (loss), net

(2,073)

(2,073)

Total stockholders' equity

41,109

7,695

48,804

Total liabilities and stockholders' equity

$

60,541

$

8,132

$

68,673

The following tables reconcile the previously reported Statement of Operations for the three and nine months ended September 30, 2022 to the current Statement of Operations for the same periods:

Three Months Ended September 30, 2022

Dawson

Breckenridge

Eliminations and

Dawson

Previously Reported

Other Adjustments

As Adjusted

Operating revenues

$

3,538

$

4,275

$

(384)

$

7,429

Operating costs:

Operating expenses

6,357

2,677

(384)

8,650

General and administrative

2,556

419

2,975

Depreciation and amortization

2,373

488

2,861

11,286

3,584

(384)

14,486

Income (loss) from operations

(7,748)

691

(7,057)

Other income (expense):

Interest income

90

1

91

Interest expense

(4)

(4)

Other income (expense), net

43

(1)

42

Income (loss) before income tax

(7,619)

691

(6,928)

Income tax benefit (expense)

16

16

Net income (loss)

(7,603)

691

(6,912)

Other comprehensive income (loss):

Net unrealized income (loss) on foreign exchange rate translation

(566)

(566)

Comprehensive (loss) income

$

(8,169)

$

691

$

$

(7,478)

Basic income (loss) per share of common stock

$

(0.32)

$

$

0.04

$

(0.28)

Diluted income (loss) per share of common stock

$

(0.32)

$

$

0.04

$

(0.28)

Weighted average equivalent common shares outstanding

23,812,329

1,188,235

25,000,564

Weighted average equivalent common shares outstanding

- assuming dilution

23,812,329

1,188,235

25,000,564

Nine Months Ended September 30, 2022

Dawson

Breckenridge

Eliminations and

Dawson

Previously Reported

Other Adjustments

As Adjusted

Operating revenues

$

22,818

$

13,226

$

(1,916)

$

34,128

Operating costs:

Operating expenses

23,008

8,746

(1,916)

29,838

General and administrative

10,502

1,169

11,671

Depreciation and amortization

7,458

1,514

8,972

40,968

11,429

(1,916)

50,481

Income (loss) from operations

(18,150)

1,797

(16,353)

Other income (expense):

Interest income

144

3

147

Interest expense

(24)

(24)

Other income (expense), net

358

(4)

354

Income (loss) before income tax

(17,672)

1,796

(15,876)

Income tax benefit (expense)

Net income (loss)

(17,672)

1,796

(15,876)

Other comprehensive income (loss):

Net unrealized income (loss) on foreign exchange rate translation

(1,238)

(1,238)

Comprehensive (loss) income

$

(18,910)

$

1,796

$

$

(17,114)

Basic income (loss) per share of common stock

$

(0.74)

$

$

0.10

$

(0.64)

Diluted income (loss) per share of common stock

$

(0.74)

$

$

0.10

$

(0.64)

Weighted average equivalent common shares outstanding

23,772,843

1,131,652

24,904,495

Weighted average equivalent common shares outstanding

- assuming dilution

23,772,843

1,131,652

24,904,495

The following table reconciles the previously reported Statement of Cash Flows for the nine months ended September 30, 2022 to the current Statement of Cash Flows for the same period:

Nine Months Ended September 30, 2022

Dawson

Breckenridge

Dawson

Previously Reported

As Adjusted

Cash flows from operating activities:

Net income (loss)

$

(17,672)

$

1,796

$

(15,876)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

7,458

1,514

8,972

Operating lease cost

748

748

Non-cash compensation

413

413

(Gain) loss on disposal of assets

(189)

770

581

Remeasurement and other

(19)

(19)

Change in operating assets and liabilities:

(Increase) decrease in accounts receivable

4,428

(989)

3,439

(Increase) decrease in prepaid expenses and other assets

(2,643)

1

(2,642)

Increase (decrease) in accounts payable

1,366

191

1,557

Increase (decrease) in accrued liabilities

(733)

241

(492)

Increase (decrease) in operating lease liabilities

(760)

(760)

Increase (decrease) in deferred revenue

3,034

(553)

2,481

Net cash provided by (used in) operating activities

(4,569)

2,971

(1,598)

Cash flows from investing activities:

Capital expenditures

(470)

(167)

(637)

Proceeds from disposal of assets

189

115

304

Net cash provided by (used in) investing activities

(281)

(52)

(333)

Cash flows from financing activities:

Principal payments on notes payable

(1,103)

(1,103)

Principal payments on finance leases

(34)

(34)

Tax withholdings related to stock-based compensation awards

(79)

(79)

Cash settlement of RSUs

(301)

(301)

Sale of treasury stock

113

113

Breckenridge cash contributions prior to acquisition

(928)

(928)

Net cash provided by (used in) financing activities

(1,404)

(928)

(2,332)

Effect of exchange rate changes on cash and cash equivalents and restricted cash

(523)

(523)

Net increase (decrease) in cash and cash equivalents and restricted cash

(6,777)

1,991

(4,786)

Cash and cash equivalents and restricted cash at beginning of period

30,376

30,376

Cash and cash equivalents and restricted cash at end of period

$

23,599

$

1,991

$

25,590

Supplemental cash flow information:

Cash paid for interest

$

25

$

$

25

Cash received for income taxes

$

7

$

$

7

Non-cash operating, investing and financing activities:

Increase (decrease) in right-of-use assets and operating lease liabilities

$

598

$

$

598

Financed insurance premiums

$

944

$

$

944

Deemed contribution of Breckenridge net assets

$

$

(6,472)

$

(6,472)

Schedule of standalone Breckenridge Statement of Operations

The following table details the standalone Breckenridge Statement of Operations for the three and nine months ended September 30, 2023:

Three Months Ended

Nine Months Ended

September 30, 2023

September 30, 2023

Operating revenues

$

$

782

Operating costs:

Operating expenses

806

General and administrative

438

Depreciation and amortization

505

1,749

Income (loss) from operations

(967)

Other income (expense):

Interest income

2

Interest expense

Other income (expense), net

(11)

Income (loss) before income tax

(976)

Income tax benefit (expense)

Net income (loss)

$

$

(976)