Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 26, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-32472 | |
Entity Registrant Name | DAWSON GEOPHYSICAL COMPANY | |
Entity Incorporation, State or Country Code | TX | |
Entity Tax Identification Number | 74-2095844 | |
Entity Address, Address Line One | 508 West Wall, Suite 800 | |
Entity Address, City or Town | Midland | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 79701 | |
City Area Code | 432 | |
Local Phone Number | 684-3000 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | DWSN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,000,564 | |
Entity Central Index Key | 0000799165 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 18,087,000 | $ 18,603,000 |
Restricted cash | 5,000,000 | 5,000,000 |
Short-term investments | 265,000 | 265,000 |
Accounts receivable, net | 5,486,000 | 7,972,000 |
Employee retention credit receivable | 3,035,000 | |
Prepaid expenses and other current assets | 10,672,000 | 8,951,000 |
Total current assets | 39,510,000 | 43,826,000 |
Property and equipment, net | 17,409,000 | 20,468,000 |
Right-of-use assets | 3,784,000 | 4,010,000 |
Intangibles, net | 377,000 | 369,000 |
Total assets | 61,080,000 | 68,673,000 |
Current liabilities: | ||
Accounts payable | 5,447,000 | 4,140,000 |
Accrued liabilities: | ||
Payroll costs and other taxes | 1,052,000 | 2,001,000 |
Other | 1,129,000 | 1,280,000 |
Deferred revenue | 9,099,000 | 7,380,000 |
Current maturities of notes payable and finance leases | 566,000 | 275,000 |
Convertible note payable to controlling shareholder | 9,880,000 | |
Current maturities of operating lease liabilities | 1,211,000 | 1,118,000 |
Total current liabilities | 28,384,000 | 16,194,000 |
Long-term liabilities: | ||
Notes payable and finance leases, net of current maturities | 762,000 | 207,000 |
Operating lease liabilities, net of current maturities | 2,979,000 | 3,331,000 |
Deferred tax liabilities, net | 15,000 | 137,000 |
Total long-term liabilities | 3,756,000 | 3,675,000 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock-par value $1.00 per share; 4,000,000 shares authorized, none outstanding | ||
Common stock-par value $0.01 per share; 35,000,000 shares authorized, 25,000,564 and 23,812,329 shares issued, and 25,000,564 and 23,812,329 shares outstanding at June 30, 2023 and December 31, 2022, respectively | 250,000 | 238,000 |
Additional paid-in capital | 146,856,000 | 155,413,000 |
Accumulated deficit | (116,336,000) | (112,469,000) |
Equity of Breckenridge prior to acquisition | 7,695,000 | |
Accumulated other comprehensive loss, net | (1,830,000) | (2,073,000) |
Total stockholders' equity | 28,940,000 | 48,804,000 |
Total liabilities and stockholders' equity | $ 61,080,000 | $ 68,673,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 25,000,564 | 23,812,329 |
Common stock, shares outstanding | 25,000,564 | 23,812,329 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||||
Operating revenues | $ 20,219 | $ 4,765 | $ 49,627 | $ 26,699 | ||
Operating costs: | ||||||
Operating expenses | 19,906 | 6,785 | 43,688 | 21,188 | ||
General and administrative | 2,977 | 2,828 | 6,476 | 8,696 | ||
Depreciation and amortization | 2,113 | 3,010 | 4,813 | 6,111 | ||
Total cost and expenses | 24,996 | 12,623 | 54,977 | 35,995 | ||
Loss from operations | (4,777) | (7,858) | (5,350) | (9,296) | ||
Other income (expense): | ||||||
Interest income | 136 | 30 | 244 | 56 | ||
Interest expense | (14) | (9) | (31) | (20) | ||
Other income (expense), net | 143 | 273 | 195 | 312 | ||
Loss before income tax | (4,512) | (7,564) | (4,942) | (8,948) | ||
Income tax benefit (expense): | 82 | (15) | 99 | (16) | ||
Net loss | (4,430) | $ (413) | (7,579) | $ (1,385) | (4,843) | (8,964) |
Other comprehensive income (loss): | ||||||
Net unrealized income (loss) on foreign exchange rate translation | 249 | (439) | 243 | (672) | ||
Comprehensive loss | $ (4,181) | $ (8,018) | $ (4,600) | $ (9,636) | ||
Basic loss per share of common stock | $ (0.18) | $ (0.30) | $ (0.19) | $ (0.36) | ||
Diluted loss per share of common stock | $ (0.18) | $ (0.30) | $ (0.19) | $ (0.36) | ||
Weighted average equivalent common shares outstanding | 25,000,564 | 25,000,564 | 25,000,564 | 24,855,667 | ||
Weighted average equivalent common shares outstanding - assuming dilution | 25,000,564 | 25,000,564 | 25,000,564 | 24,855,667 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Cash flows from operating activities: | ||
Net loss | $ (4,843) | $ (8,964) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 4,813 | 6,111 |
Operating lease cost | 521 | 499 |
Non-cash compensation | 368 | |
Deferred income tax benefit | (121) | |
(Gain) loss on disposal of assets | (31) | 643 |
Remeasurement and other | (2) | (20) |
Change in operating assets and liabilities: | ||
Decrease in accounts receivable | 1,495 | 4,926 |
Decrease in employee retention credit receivable | 3,035 | |
(Increase) decrease in prepaid expenses and other assets | (1,280) | 88 |
Increase (decrease) in accounts payable | 2,037 | (758) |
Decrease in accrued liabilities | (1,037) | (223) |
Decrease in operating lease liabilities | (554) | (496) |
Increase (decrease) in deferred revenue | 1,718 | (440) |
Net cash provided by operating activities | 5,751 | 1,734 |
Cash flows from investing activities: | ||
Capital expenditures, net of non-cash capital expenditures summarized below (if applicable) | (2,021) | (142) |
Acquisition of short-term investments | (1,000) | |
Proceeds from disposal of assets | 31 | 242 |
Net cash (used in) provided by investing activities | (2,990) | 100 |
Cash flows from financing activities: | ||
Principal payments on notes payable | (331) | (713) |
Principal payments on finance leases | (68) | (18) |
Tax withholdings related to stock-based compensation awards | (79) | |
Sale of treasury stock | 113 | |
Breckenridge cash (distributions) contributions prior to acquisition | (3,055) | 3,871 |
Net cash (used in) provided by financing activities | (3,454) | 3,174 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 177 | (192) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (516) | 4,816 |
Cash and cash equivalents and restricted cash at beginning of period | 23,603 | 30,376 |
Cash and cash equivalents and restricted cash at end of period | 23,087 | 35,192 |
Supplemental cash flow information: | ||
Cash paid for interest | 32 | 20 |
Cash received for income taxes | 7 | |
Non-cash operating, investing and financing activities: | ||
Decrease in accrued purchases of property and equipment | (605) | |
Finance leases incurred | 800 | |
Increase in right-of-use assets and operating lease liabilities | 283 | 527 |
Financed insurance premiums | 440 | 944 |
Convertible note for asset purchase | 9,880 | |
Deemed distribution of Breckenridge net assets not acquired | 2,329 | |
Deemed contribution of Breckenridge net assets | $ (6,472) | |
Acquisition of net assets of Breckenridge | $ (1,335) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Equity Attributable to Breckenridge Prior to Acquisition | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Total |
Balance at beginning of period at Dec. 31, 2021 | $ 237 | $ 155,268 | $ (92,018) | $ (1,010) | $ 62,477 | |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 23,692,379 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | $ 1,006 | (2,391) | (1,385) | |||
Unrealized income (loss) on foreign exchange rate translation | (233) | (233) | ||||
Issuance of common stock under stock compensation plans | $ 1 | (1) | ||||
Issuance of common stock under stock compensation plans (in shares) | 155,000 | |||||
Stock-based compensation expense | 279 | 279 | ||||
Shares exchanged for taxes on stock-based compensation | (79) | (79) | ||||
Shares exchanged for taxes on stock-based compensation (in shares) | (35,050) | |||||
Treasury stock sale | 113 | 113 | ||||
Deemed contribution of Breckenridge net assets | 6,472 | 6,472 | ||||
Breckenridge cash contributions prior to acquisition | 1,950 | 1,950 | ||||
Balance at end of period at Mar. 31, 2022 | 9,428 | $ 238 | 155,580 | (94,409) | (1,243) | 69,594 |
Balance at end of period (in shares) at Mar. 31, 2022 | 23,812,329 | |||||
Balance at beginning of period at Dec. 31, 2021 | $ 237 | 155,268 | (92,018) | (1,010) | 62,477 | |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 23,692,379 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | (8,964) | |||||
Deemed contribution of Breckenridge net assets | 6,472 | |||||
Balance at end of period at Jun. 30, 2022 | 11,448 | $ 238 | 155,669 | (102,087) | (1,682) | 63,586 |
Balance at end of period (in shares) at Jun. 30, 2022 | 23,812,329 | |||||
Balance at beginning of period at Mar. 31, 2022 | 9,428 | $ 238 | 155,580 | (94,409) | (1,243) | 69,594 |
Balance at beginning of period (in shares) at Mar. 31, 2022 | 23,812,329 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 99 | (7,678) | (7,579) | |||
Unrealized income (loss) on foreign exchange rate translation | (439) | (439) | ||||
Stock-based compensation expense | 89 | 89 | ||||
Breckenridge cash contributions prior to acquisition | 1,921 | 1,921 | ||||
Balance at end of period at Jun. 30, 2022 | 11,448 | $ 238 | 155,669 | (102,087) | (1,682) | 63,586 |
Balance at end of period (in shares) at Jun. 30, 2022 | 23,812,329 | |||||
Balance at beginning of period at Dec. 31, 2022 | 7,695 | $ 238 | 155,413 | (112,469) | (2,073) | $ 48,804 |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 23,812,329 | 23,812,329 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | (976) | 563 | $ (413) | |||
Unrealized income (loss) on foreign exchange rate translation | (6) | (6) | ||||
Issuance of stock for Breckenridge acquisition | (1,335) | $ 12 | 2,008 | 685 | ||
Issuance of stock for Breckenridge Acquisition (in shares) | 1,188,235 | |||||
Excess of purchase price over net assets acquired | (10,565) | (10,565) | ||||
Breckenridge cash distributions prior to acquisition | (3,055) | (3,055) | ||||
Deemed distributions of Breckenridge net assets not acquired | (2,329) | (2,329) | ||||
Balance at end of period at Mar. 31, 2023 | $ 250 | 146,856 | (111,906) | (2,079) | 33,121 | |
Balance at end of period (in shares) at Mar. 31, 2023 | 25,000,564 | |||||
Balance at beginning of period at Dec. 31, 2022 | $ 7,695 | $ 238 | 155,413 | (112,469) | (2,073) | $ 48,804 |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 23,812,329 | 23,812,329 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | $ (4,843) | |||||
Deemed distributions of Breckenridge net assets not acquired | (2,329) | |||||
Balance at end of period at Jun. 30, 2023 | $ 250 | 146,856 | (116,336) | (1,830) | $ 28,940 | |
Balance at end of period (in shares) at Jun. 30, 2023 | 25,000,564 | 25,000,564 | ||||
Balance at beginning of period at Mar. 31, 2023 | $ 250 | 146,856 | (111,906) | (2,079) | $ 33,121 | |
Balance at beginning of period (in shares) at Mar. 31, 2023 | 25,000,564 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | (4,430) | (4,430) | ||||
Unrealized income (loss) on foreign exchange rate translation | 249 | 249 | ||||
Balance at end of period at Jun. 30, 2023 | $ 250 | $ 146,856 | $ (116,336) | $ (1,830) | $ 28,940 | |
Balance at end of period (in shares) at Jun. 30, 2023 | 25,000,564 | 25,000,564 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
ORGANIZATION AND NATURE OF OPERATIONS | |
ORGANIZATION AND NATURE OF OPERATIONS | 1. ORGANIZATION AND NATURE OF OPERATIONS Dawson Geophysical Company (the “Company”) is a leading provider of North American onshore seismic data acquisition services with operations throughout the continental United States (“U.S.”) and Canada. The Company acquires and processes 2-D, 3-D and multicomponent seismic data solely for its clients, ranging from major oil and gas companies to independent oil and gas operators as well as providers of multi-client data libraries. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Certain prior period amounts in the condensed consolidated financial statements may have been reclassified to conform to the current period’s presentation. These condensed consolidated financial statements have been prepared using accounting principles generally accepted in the U.S. for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements presented in accordance with accounting principles generally accepted in the U.S. have been omitted. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Asset Purchase Agreement. The Purchase Agreement has been accounted for as a transfer of net assets between entities under common control in a manner similar to a pooling of interests. The Company’s historical consolidated financial statements have been retrospectively revised to reflect the effects on financial position, cash flows, and results of operations attributable to the activities of Breckenridge for all periods presented and are thus marked “(as adjusted)”. The effects of transactions in Breckenridge’s equity prior to the Transaction have been presented as a separate component of stockholders’ equity on the Condensed Consolidated Balance Sheets and on the Condensed Consolidated Statements of Stockholders’ Equity to demonstrate the effects of those transactions on the Company’s historical consolidated financial statements. Significant Accounting Policies Principles of Consolidation. have been eliminated in consolidation. Additionally, all transactions between the Company and Breckenridge for the year ended December 31, 2022 are retrospectively being eliminated on a combined, as pooled basis. For the year ended December 31, 2022, the Company recorded approximately $2,200,000 of related party revenue from Breckenridge. For the three and six months ended June 30, 2022, the Company recorded related party revenue from Breckenridge of approximately $206,000 and $1,532,000, respectively. Allowance for Doubtful Accounts. Leases Property and Equipment. Impairment of Long-lived Assets . Stock-Based Compensation Use of Estimates in the Preparation of Financial Statements. Revenue Recognition The Company receives reimbursements for certain out-of-pocket expenses under the terms of the service contracts. The amounts billed to clients are included at their gross amount in the total estimated revenue for the service contract. Clients are billed as permitted by the service contract. Contract assets and contract liabilities are the result of timing differences between revenue recognition, billings and cash collections. If billing occurs prior to the revenue recognition or billing exceeds the revenue recognized, the amount is considered deferred revenue and a contract liability. Conversely, if the revenue recognition exceeds the billing, the excess is considered an unbilled receivable and a contract asset. As services are performed, those deferred revenue amounts are recognized as revenue. In some instances, third-party permitting, surveying, drilling, helicopter, equipment rental and mobilization costs that directly relate to the contract are utilized to fulfill the contract obligations. These fulfillment costs are capitalized in other current assets and generally amortized based on the total square miles of data recorded compared to total square miles anticipated to be recorded on the survey using the total estimated fulfillment costs for the service contract. Estimates for total revenue and total fulfillment cost on any service contract are based on significant qualitative and quantitative judgments. Management considers a variety of factors such as whether various components of the performance obligation will be performed internally or externally, cost of third party services, and facts and circumstances unique to the performance obligation in making these estimates. Recently Issued Accounting Pronouncements None. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS At June 30, 2023 and December 31, 2022, the Company’s financial instruments included cash and cash equivalents, restricted cash, short-term investments in certificates of deposit, accounts receivable, other current assets, accounts payable, other current liabilities, notes payable, finance leases and operating lease liabilities. Due to the short-term maturities of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and other current liabilities, the carrying amounts approximate fair value at the respective balance sheet dates. The carrying value of the notes payable, finance leases and operating lease liabilities approximate their fair value based on a comparison with the prevailing market interest rate. Due to the short-term maturities of the Company’s investments in certificates of deposit, the carrying amounts approximate fair value at the respective balance sheet dates. The fair values of the Company’s notes payable and investments in certificates of deposit are level 2 measurements in the fair value hierarchy. |
SUPPLEMENTAL CONSOLIDATED FINAN
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | |
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | 4 . SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION Disaggregated Revenues The Company has one line of business, acquiring and processing seismic data in North America. Our chief operating decision maker (President and Chief Executive Officer) makes operating decisions and assesses performance based on the Company as a whole. Accordingly, the Company is considered to be in a single reportable segment. The following table presents the Company’s operating revenues (unaudited and in thousands) disaggregated by geographic region: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 (as adjusted) 2023 2022 (as adjusted) Operating Revenues United States $ 20,116 $ 4,266 $ 38,912 $ 15,024 Canada 103 499 10,715 11,675 Total $ 20,219 $ 4,765 $ 49,627 $ 26,699 Deferred Costs (in thousands) Deferred costs were $5,433 and $972 at January 1, 2023 and 2022, respectively. The Company’s prepaid expenses and other current assets at June 30, 2023 and 2022 included deferred costs incurred to fulfill contracts with customers of $7,226 and $382, respectively. Deferred costs at June 30, 2023 compared to January 1, 2023 increased primarily as a result of new projects for clients with significant deferred fulfillment costs at June 30, 2023. Deferred costs at June 30, 2022 compared to January 1, 2022 decreased primarily as a result of the completion of several projects during that six month period that had deferred fulfillment costs at January 1, 2022. The amount of total deferred costs amortized for the six months ended June 30, 2023 and 2022 was $17,559 and $1,669, respectively. There were no material impairment losses incurred during these periods. Deferred Revenue (in thousands) Deferred revenue was $7,380 and $1,344 at January 1, 2023 and 2022, respectively. The Company’s deferred revenue at June 30, 2023 and 2022 was $9,099 and $1,472, respectively. Deferred revenue at June 30, 2023 compared to January 1, 2023 increased primarily as a result of new projects for clients with large third party reimbursables where data had not yet been recorded. Deferred revenue at June 30, 2022 compared to January 1, 2022 remained fairly consistent. Revenue recognized for the three and six months ended June 30, 2023 that was included in the contract liability balance at the beginning of 2023 was $3,846 and $0, respectively. Revenue recognized for the three and six months ended June 30, 2022 that was included in the contract liability balance at the beginning of 2022 was $0 and $936, respectively. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2023 | |
DEBT | |
DEBT | 5 . DEBT Dominion Loan Agreement On September 30, 2019, the Company entered into a Loan and Security Agreement with Dominion Bank, a Texas state bank (“Dominion Bank”). On March 21, 2023, the Company entered into a Fourth Loan Modification Agreement (the “Fourth Modification”) to the Loan and Security Agreement (as amended by (i) that certain Loan Modification Agreement dated as of September 30, 2020, (ii) that certain Second Loan Modification Agreement dated as of September 30, 2021, (iii) that certain Third Loan Modification Agreement dated as of September 30, 2022, and (iv) the Fourth Modification, the “Loan Agreement”) for the purpose of (a) amending the principal amount under the Company’s line of credit with Dominion Bank, and (b) obtaining Dominion Bank’s consent with respect to the Company’s consummation of the Transaction and related waivers with respect to implicated covenants. The Loan Agreement now provides for a secured revolving credit facility (the “Revolving Credit Facility”) in an amount up to the lesser of (I) $5,000,000 or (II) a sum equal to (A) 80% of the Company’s eligible accounts receivable plus (B) 100% of the amount on deposit with Dominion Bank in the Company’s collateral account, including a certificate of deposit for $5,000,000 (the “Deposit”). Previously, Dominion Bank’s commitment was for up to $10,000,000. The Company has received limited waivers and consents from Dominion Bank with respect to any non-compliance with applicable covenants under the Loan Agreement, including the current ratio, tangible net worth covenant and tangible net worth to debt covenant, in connection with the Purchase Agreement and the issuance of the common shares and the Convertible Note. As of June 30, 2023, the Company has not borrowed any amounts under the Revolving Credit Facility and has approximately $5,000,000 available for withdrawal. Under the Revolving Credit Facility, interest will accrue at an annual rate equal to the lesser of (i) 7.75% and (ii) the greater of (a) the prime rate as published from time to time in The Wall Street Journal or (b) 4.75%. The Loan Agreement contains customary covenants for credit facilities of this type, including limitations on disposition of assets. The Company is also obligated to meet certain financial covenants under the Loan Agreement, including maintaining a tangible net worth of not less than $38,000,000 and, to be tested as of the end of each calendar quarter, unencumbered liquid assets of not less than $5,000,000, and specified ratios with respect to current assets and liabilities and debt to tangible net worth. The Company’s obligations under the Loan Agreement are secured by a security interest in the collateral account (including the Deposit) with Dominion Bank and future accounts receivable and related collateral. The maturity date of the Loan Agreement is September 30, 2023. Dominion Letters of Credit As of June 30, 2023, Dominion Bank has issued one letter of credit in the amount of $265,000 to support the Company’s workers compensation insurance. The letter of credit is secured by a certificate of deposit with Dominion Bank. Convertible Note As of June 30, 2023, the Company has a short-term convertible note payable of approximately $9,880,000 payable on or after June 30, 2024 to Wilks upon written demand in accordance with the terms and conditions set forth in the Convertible Note. With shareholder approval, this note will be converted to 5,811,765 shares of common stock at a conversion price equal to $1.70. Other Indebtedness As of June 30, 2023, the Company has two short-term notes payable to a finance company for various insurance premiums totaling $313,000. In addition, the Company leases certain seismic recording equipment and vehicles under leases classified as finance leases. The Company’s Condensed Consolidated Balance Sheet Maturities and Interest Rates of Debt The following tables set forth the aggregate principal amount (in thousands) under the Company’s outstanding notes payable and the interest rates as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Notes payable to finance company for insurance Aggregate principal amount outstanding $ 313 $ 205 Interest rates range from 7.99% to 8.24% The aggregate maturities of finance leases as of June 30, 2023 are as follows (in thousands): July 2023 - June 2024 $ 252 July 2024 - June 2025 267 July 2025 - June 2026 358 July 2026 - June 2027 137 Obligations under finance leases $ 1,014 Interest rates on these leases are 4.85% to 7.66%. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
LEASES | |
LEASES | 6. LEASES The Company leases certain vehicles, seismic recording equipment, real property and office equipment under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating lease or finance lease for financial reporting purposes. The majority of our operating leases are non-cancelable operating leases for office and shop space in Midland, Plano, Houston, Oklahoma City and Calgary, Alberta. There have been no material changes to our leases since the Company’s most recent Annual Report on Form 10-K that was filed with the SEC on March 13, 2023. Maturities of lease liabilities as of June 30, 2023 are as follows (in thousands): Operating Leases Finance Leases July 2023 - June 2024 $ 1,400 $ 305 July 2024 - June 2025 1,213 305 July 2025 - June 2026 1,082 376 July 2026 - June 2027 849 141 July 2027 - June 2028 58 — Thereafter — — Total payments under lease agreements 4,602 1,127 Less imputed interest (418) (113) Total lease liabilities $ 4,184 $ 1,014 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 7 . COMMITMENTS AND CONTINGENCIES From time to time, the Company is a party to various legal proceedings arising in the ordinary course of business. Although the Company cannot predict the outcomes of any such legal proceedings, management believes that the resolution of pending legal actions will not have a material adverse effect on the Company’s financial condition, results of operations or liquidity, as the Company believes it is adequately indemnified and insured. We are also party to the following legal proceeding: On April 1, 2019, Weatherford International, LLC and Weatherford U.S., L.P. (collectively, “Weatherford”) filed a petition in state district court for Midland County, Texas, in which the Company and eighteen other parties were named as defendants, alleging the Company and/or the other named defendants contributed to or caused contamination of groundwater at and around property owned by Weatherford. Weatherford is seeking declaratory judgment, recovery and contribution for past and future costs incurred in responding to or correcting the contamination at and around the property from each defendant. The Company disputes Weatherford’s allegations with respect to the Company and intends to vigorously defend itself in this case. Subsequent to the filing of the petition, Weatherford filed for bankruptcy protection on July 1, 2019. While the outcome and impact of this legal proceeding on the Company cannot be predicted with certainty, based on currently available information, management believes that the resolution of this proceeding will not have a material adverse effect on our financial condition, results of operations or liquidity. Additionally, the Company experiences contractual disputes with its clients from time to time regarding the payment of invoices or other matters. While the Company seeks to minimize these disputes and maintain good relations with its clients, the Company has experienced in the past, and may experience in the future, disputes that could affect its revenues and results of operations in any period. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 8. NET LOSS PER SHARE Basic loss per share is computed by dividing the net loss by the weighted average shares outstanding. Diluted loss per share is computed by dividing the net loss by the weighted average diluted shares outstanding. The computation of basic and diluted loss per share (in thousands, except share and per share data) was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 (as adjusted) 2023 2022 (as adjusted) Net loss $ (4,430) $ (7,579) $ (4,843) $ (8,964) Weighted average common shares outstanding Basic 25,000,564 25,000,564 25,000,564 24,855,667 Dilutive common stock options, restricted stock unit awards and restricted stock awards — — — — Diluted 25,000,564 25,000,564 25,000,564 24,855,667 Basic loss per share of common stock $ (0.18) $ (0.30) $ (0.19) $ (0.36) Diluted loss per share of common stock $ (0.18) $ (0.30) $ (0.19) $ (0.36) The Company had a net loss for the three and six months ended June 30, 2023 and 2022. As a result, all stock options, restricted stock unit awards and restricted stock awards were anti-dilutive and excluded from weighted average shares used in determining the diluted loss per share of common stock for those periods. Basic and diluted weighted average shares outstanding for all periods reflect the issuance of 1,188,235 shares of our common stock to Wilks in relation to the Transaction as if such shares were issued on January 18, 2022. The 5,811,765 shares issuable upon conversion of the Convertible Note have been excluded from the calculation of diluted loss per share of common stock, as their effect would be anti-dilutive. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
INCOME TAXES | |
INCOME TAXES | 9 . INCOME TAXES For the three and six months ended June 30, 2023, the Company’s effective tax rates were 1.8% and 2.0%, respectively. The Company’s effective tax rates were -0.2% for the second quarter and first six months of 2022. The Company’s nominal or negative effective tax rate for the periods above was due to the presence of net operating loss carryovers and adjustments to the valuation allowance on deferred tax assets. The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over an extended amount of time. Such objective evidence limits the ability to consider other subjective evidence, such as projections for taxable earnings. The income tax benefit for the three and six months ended June 30, 2023 does not include income tax benefits for all of the losses incurred because the Company has recorded valuation allowances against significantly all of its federal, state and foreign deferred tax assets. The Company has recorded valuation allowances against the associated deferred tax assets for the amounts it deems are not more likely than not realizable. Based on management’s belief that not all the net operating losses are realizable, a federal valuation allowance and additional state valuation allowances were maintained during the three and six months ended June 30, 2023 and 2022. In addition, due to the Company’s recent operating losses and valuation allowances, the Company may recognize reduced or no tax benefits on future losses on the condensed consolidated financial statements. The amount of the valuation allowances considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for future growth. |
SUPPLEMENTAL PURCHASE AGREEMENT
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION | |
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION | 10. SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION 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) Six Months Ended June 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 Total consideration for the asset purchase (in thousands) is as follows: Consideration Paid March 24, 2023 Common stock issued $ 2,020 Note payable issued 9,880 Purchase price $ 11,900 Because the Transaction constitutes a transaction among entities under common control, the excess purchase price over the historical carrying value of the net assets acquired was recorded as a charge to additional paid in capital. The excess purchase price over the historical carrying value of the assets at the acquisition date (unaudited and in thousands) is as follows: Excess Purchase Price March 24, 2023 Purchase price $ 11,900 Historical carrying value of assets acquired (1,335) Excess purchase price $ 10,565 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 deficit (112,469) — (112,469) Equity of Breckenridge prior to acquisition — 7,695 7,695 Accumulated other comprehensive 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 six months ended June 30, 2022 to the current Statement of Operations for the same periods: Three Months Ended June 30, 2022 Dawson Breckenridge Eliminations and Dawson Previously Reported Other Adjustments As Adjusted Operating revenues $ 921 $ 4,050 $ (206) $ 4,765 Operating costs: Operating expenses 4,013 2,978 (206) 6,785 General and administrative 2,415 413 — 2,828 Depreciation and amortization 2,451 559 — 3,010 8,879 3,950 (206) 12,623 (Loss) income from operations (7,958) 100 — (7,858) Other income (expense): Interest income 29 1 — 30 Interest expense (9) — — (9) Other income (expense), net 276 (3) — 273 (Loss) income before income tax (7,662) 98 — (7,564) Income tax (expense) benefit (16) 1 — (15) Net (loss) income (7,678) 99 — (7,579) Other comprehensive loss: Net unrealized loss on foreign exchange rate translation (439) — — (439) Comprehensive (loss) income $ (8,117) $ 99 $ — $ (8,018) Basic loss per share of common stock $ (0.32) $ — $ 0.02 $ (0.30) Diluted loss per share of common stock $ (0.32) $ — $ 0.02 $ (0.30) 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 Six Months Ended June 30, 2022 Dawson Breckenridge Eliminations and Dawson Previously Reported Other Adjustments As Adjusted Operating revenues $ 19,280 $ 8,951 $ (1,532) $ 26,699 Operating costs: Operating expenses 16,651 6,069 (1,532) 21,188 General and administrative 7,946 750 — 8,696 Depreciation and amortization 5,085 1,026 — 6,111 29,682 7,845 (1,532) 35,995 (Loss) income from operations (10,402) 1,106 — (9,296) Other income (expense): Interest income 54 2 — 56 Interest expense (20) — — (20) Other income (expense), net 315 (3) — 312 (Loss) income before income tax (10,053) 1,105 — (8,948) Income tax expense (16) — — (16) Net (loss) income (10,069) 1,105 — (8,964) Other comprehensive loss: Net unrealized loss on foreign exchange rate translation (672) — — (672) Comprehensive (loss) income $ (10,741) $ 1,105 $ — $ (9,636) Basic loss per share of common stock $ (0.42) $ — $ 0.06 $ (0.36) Diluted loss per share of common stock $ (0.42) $ — $ 0.06 $ (0.36) Weighted average equivalent common shares outstanding 23,752,775 — 1,102,892 24,855,667 Weighted average equivalent common shares outstanding - assuming dilution 23,752,775 — 1,102,892 24,855,667 The following table reconciles the previously reported Statement of Cash Flows for the six months ended June 30, 2022 to the current Statement of Cash Flows for the same period: Six Months Ended June 30, 2022 Dawson Breckenridge Dawson Previously Reported As Adjusted Cash flows from operating activities: Net (loss) income $ (10,069) $ 1,105 $ (8,964) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 5,085 1,026 6,111 Operating lease cost 499 — 499 Non-cash compensation 368 — 368 Gain on disposal of assets (142) 785 643 Remeasurement and other (18) (2) (20) Change in operating assets and liabilities: Decrease (increase) in accounts receivable 6,696 (1,770) 4,926 Decrease in prepaid expenses and other assets 68 20 88 (Decrease) increase in accounts payable (1,508) 750 (758) (Decrease) increase in accrued liabilities (491) 268 (223) Decrease in operating lease liabilities (496) — (496) Increase (decrease) in deferred revenue 128 (568) (440) Net cash provided by operating activities 120 1,614 1,734 Cash flows from investing activities: Capital expenditures (95) (47) (142) Proceeds from disposal of assets 142 100 242 Net cash provided by investing activities 47 53 100 Cash flows from financing activities: Principal payments on notes payable (713) — (713) Principal payments on finance leases (18) — (18) Tax withholdings related to stock-based compensation awards (79) — (79) Sale of treasury stock 113 — 113 Breckenridge cash contributions prior to acquisition — 3,871 3,871 Net cash (used in) provided by financing activities (697) 3,871 3,174 Effect of exchange rate changes on cash and cash equivalents and restricted cash (192) — (192) Net (decrease) increase in cash and cash equivalents and restricted cash (722) 5,538 4,816 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 $ 29,654 $ 5,538 $ 35,192 Supplemental cash flow information: Cash paid for interest $ 20 $ — $ 20 Cash received for income taxes $ 7 $ — $ 7 Non-cash operating, investing and financing activities: Increase in right-of-use assets and operating lease liabilities $ 527 $ — $ 527 Financed insurance premiums $ 944 $ — $ 944 Deemed contribution of Breckenridge net assets $ — $ (6,472) $ (6,472) The following table details the standalone Breckenridge Statement of Operations for the three and six months ended June 30, 2023: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Operating revenues $ — $ 782 Operating costs: Operating expenses — 806 General and administrative — 438 Depreciation and amortization — 505 — 1,749 Loss from operations — (967) Other income (expense): Interest income — 2 Interest expense — — Other (expense) income, net — (11) Loss before income tax — (976) Income tax benefit — — Net loss — $ (976) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS. | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS None. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | Principles of Consolidation. have been eliminated in consolidation. Additionally, all transactions between the Company and Breckenridge for the year ended December 31, 2022 are retrospectively being eliminated on a combined, as pooled basis. For the year ended December 31, 2022, the Company recorded approximately $2,200,000 of related party revenue from Breckenridge. For the three and six months ended June 30, 2022, the Company recorded related party revenue from Breckenridge of approximately $206,000 and $1,532,000, respectively. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts. |
Leases | Leases |
Property and Equipment | Property and Equipment. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets . |
Stock-Based Compensation | Stock-Based Compensation |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements. |
Revenue Recognition | Revenue Recognition The Company receives reimbursements for certain out-of-pocket expenses under the terms of the service contracts. The amounts billed to clients are included at their gross amount in the total estimated revenue for the service contract. Clients are billed as permitted by the service contract. Contract assets and contract liabilities are the result of timing differences between revenue recognition, billings and cash collections. If billing occurs prior to the revenue recognition or billing exceeds the revenue recognized, the amount is considered deferred revenue and a contract liability. Conversely, if the revenue recognition exceeds the billing, the excess is considered an unbilled receivable and a contract asset. As services are performed, those deferred revenue amounts are recognized as revenue. In some instances, third-party permitting, surveying, drilling, helicopter, equipment rental and mobilization costs that directly relate to the contract are utilized to fulfill the contract obligations. These fulfillment costs are capitalized in other current assets and generally amortized based on the total square miles of data recorded compared to total square miles anticipated to be recorded on the survey using the total estimated fulfillment costs for the service contract. Estimates for total revenue and total fulfillment cost on any service contract are based on significant qualitative and quantitative judgments. Management considers a variety of factors such as whether various components of the performance obligation will be performed internally or externally, cost of third party services, and facts and circumstances unique to the performance obligation in making these estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements None. |
SUPPLEMENTAL CONSOLIDATED FIN_2
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION | |
Schedule of operating revenues disaggregated by geographic region | The following table presents the Company’s operating revenues (unaudited and in thousands) disaggregated by geographic region: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 (as adjusted) 2023 2022 (as adjusted) Operating Revenues United States $ 20,116 $ 4,266 $ 38,912 $ 15,024 Canada 103 499 10,715 11,675 Total $ 20,219 $ 4,765 $ 49,627 $ 26,699 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
DEBT | |
Schedule of aggregate principal amount of outstanding notes payable and the interest rates | The following tables set forth the aggregate principal amount (in thousands) under the Company’s outstanding notes payable and the interest rates as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Notes payable to finance company for insurance Aggregate principal amount outstanding $ 313 $ 205 Interest rates range from 7.99% to 8.24% |
Schedule of aggregate maturities of finance leases | The aggregate maturities of finance leases as of June 30, 2023 are as follows (in thousands): July 2023 - June 2024 $ 252 July 2024 - June 2025 267 July 2025 - June 2026 358 July 2026 - June 2027 137 Obligations under finance leases $ 1,014 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
LEASES | |
Schedule of maturities of lease liabilities - Operating Leases | Maturities of lease liabilities as of June 30, 2023 are as follows (in thousands): Operating Leases Finance Leases July 2023 - June 2024 $ 1,400 $ 305 July 2024 - June 2025 1,213 305 July 2025 - June 2026 1,082 376 July 2026 - June 2027 849 141 July 2027 - June 2028 58 — Thereafter — — Total payments under lease agreements 4,602 1,127 Less imputed interest (418) (113) Total lease liabilities $ 4,184 $ 1,014 |
Schedule of maturities of lease liabilities - Finance Leases | Maturities of lease liabilities as of June 30, 2023 are as follows (in thousands): Operating Leases Finance Leases July 2023 - June 2024 $ 1,400 $ 305 July 2024 - June 2025 1,213 305 July 2025 - June 2026 1,082 376 July 2026 - June 2027 849 141 July 2027 - June 2028 58 — Thereafter — — Total payments under lease agreements 4,602 1,127 Less imputed interest (418) (113) Total lease liabilities $ 4,184 $ 1,014 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
NET LOSS PER SHARE | |
Schedule of computation of basic and diluted loss per share | The computation of basic and diluted loss per share (in thousands, except share and per share data) was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 (as adjusted) 2023 2022 (as adjusted) Net loss $ (4,430) $ (7,579) $ (4,843) $ (8,964) Weighted average common shares outstanding Basic 25,000,564 25,000,564 25,000,564 24,855,667 Dilutive common stock options, restricted stock unit awards and restricted stock awards — — — — Diluted 25,000,564 25,000,564 25,000,564 24,855,667 Basic loss per share of common stock $ (0.18) $ (0.30) $ (0.19) $ (0.36) Diluted loss per share of common stock $ (0.18) $ (0.30) $ (0.19) $ (0.36) |
SUPPLEMENTAL PURCHASE AGREEME_2
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION (Tables) | 6 Months Ended |
Jun. 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) Six Months Ended June 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 deficit (112,469) — (112,469) Equity of Breckenridge prior to acquisition — 7,695 7,695 Accumulated other comprehensive 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 six months ended June 30, 2022 to the current Statement of Operations for the same periods: Three Months Ended June 30, 2022 Dawson Breckenridge Eliminations and Dawson Previously Reported Other Adjustments As Adjusted Operating revenues $ 921 $ 4,050 $ (206) $ 4,765 Operating costs: Operating expenses 4,013 2,978 (206) 6,785 General and administrative 2,415 413 — 2,828 Depreciation and amortization 2,451 559 — 3,010 8,879 3,950 (206) 12,623 (Loss) income from operations (7,958) 100 — (7,858) Other income (expense): Interest income 29 1 — 30 Interest expense (9) — — (9) Other income (expense), net 276 (3) — 273 (Loss) income before income tax (7,662) 98 — (7,564) Income tax (expense) benefit (16) 1 — (15) Net (loss) income (7,678) 99 — (7,579) Other comprehensive loss: Net unrealized loss on foreign exchange rate translation (439) — — (439) Comprehensive (loss) income $ (8,117) $ 99 $ — $ (8,018) Basic loss per share of common stock $ (0.32) $ — $ 0.02 $ (0.30) Diluted loss per share of common stock $ (0.32) $ — $ 0.02 $ (0.30) 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 Six Months Ended June 30, 2022 Dawson Breckenridge Eliminations and Dawson Previously Reported Other Adjustments As Adjusted Operating revenues $ 19,280 $ 8,951 $ (1,532) $ 26,699 Operating costs: Operating expenses 16,651 6,069 (1,532) 21,188 General and administrative 7,946 750 — 8,696 Depreciation and amortization 5,085 1,026 — 6,111 29,682 7,845 (1,532) 35,995 (Loss) income from operations (10,402) 1,106 — (9,296) Other income (expense): Interest income 54 2 — 56 Interest expense (20) — — (20) Other income (expense), net 315 (3) — 312 (Loss) income before income tax (10,053) 1,105 — (8,948) Income tax expense (16) — — (16) Net (loss) income (10,069) 1,105 — (8,964) Other comprehensive loss: Net unrealized loss on foreign exchange rate translation (672) — — (672) Comprehensive (loss) income $ (10,741) $ 1,105 $ — $ (9,636) Basic loss per share of common stock $ (0.42) $ — $ 0.06 $ (0.36) Diluted loss per share of common stock $ (0.42) $ — $ 0.06 $ (0.36) Weighted average equivalent common shares outstanding 23,752,775 — 1,102,892 24,855,667 Weighted average equivalent common shares outstanding - assuming dilution 23,752,775 — 1,102,892 24,855,667 The following table reconciles the previously reported Statement of Cash Flows for the six months ended June 30, 2022 to the current Statement of Cash Flows for the same period: Six Months Ended June 30, 2022 Dawson Breckenridge Dawson Previously Reported As Adjusted Cash flows from operating activities: Net (loss) income $ (10,069) $ 1,105 $ (8,964) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 5,085 1,026 6,111 Operating lease cost 499 — 499 Non-cash compensation 368 — 368 Gain on disposal of assets (142) 785 643 Remeasurement and other (18) (2) (20) Change in operating assets and liabilities: Decrease (increase) in accounts receivable 6,696 (1,770) 4,926 Decrease in prepaid expenses and other assets 68 20 88 (Decrease) increase in accounts payable (1,508) 750 (758) (Decrease) increase in accrued liabilities (491) 268 (223) Decrease in operating lease liabilities (496) — (496) Increase (decrease) in deferred revenue 128 (568) (440) Net cash provided by operating activities 120 1,614 1,734 Cash flows from investing activities: Capital expenditures (95) (47) (142) Proceeds from disposal of assets 142 100 242 Net cash provided by investing activities 47 53 100 Cash flows from financing activities: Principal payments on notes payable (713) — (713) Principal payments on finance leases (18) — (18) Tax withholdings related to stock-based compensation awards (79) — (79) Sale of treasury stock 113 — 113 Breckenridge cash contributions prior to acquisition — 3,871 3,871 Net cash (used in) provided by financing activities (697) 3,871 3,174 Effect of exchange rate changes on cash and cash equivalents and restricted cash (192) — (192) Net (decrease) increase in cash and cash equivalents and restricted cash (722) 5,538 4,816 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 $ 29,654 $ 5,538 $ 35,192 Supplemental cash flow information: Cash paid for interest $ 20 $ — $ 20 Cash received for income taxes $ 7 $ — $ 7 Non-cash operating, investing and financing activities: Increase in right-of-use assets and operating lease liabilities $ 527 $ — $ 527 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 six months ended June 30, 2023: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Operating revenues $ — $ 782 Operating costs: Operating expenses — 806 General and administrative — 438 Depreciation and amortization — 505 — 1,749 Loss from operations — (967) Other income (expense): Interest income — 2 Interest expense — — Other (expense) income, net — (11) Loss before income tax — (976) Income tax benefit — — Net loss — $ (976) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 24, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Convertible note payable | $ 9,880,000 | $ 9,880,000 | ||||
Threshold period of past due (in days) | 90 days | |||||
Allowance for doubtful accounts | $ 250,000 | $ 250,000 | $ 250,000 | |||
Maximum original expected duration of cancelable service contracts (in years) | 1 year | |||||
Breckenridge Geophysical, LLC | ||||||
Related party revenue | $ 206,000 | $ 1,532,000 | $ 2,200,000 | |||
Purchase Agreement | ||||||
Number of shares issued | 1,188,235 | 1,188,235 | 1,188,235 | 1,188,235 | 1,188,235 | |
Number of shares to be issued under convertible notes payable | 5,800,000 |
SUPPLEMENTAL CONSOLIDATED FIN_3
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Disaggregated Revenues (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) | |
Number of business segments | segment | 1 | |||
Operating Revenues | $ 20,219 | $ 4,765 | $ 49,627 | $ 26,699 |
United States | ||||
Operating Revenues | 20,116 | 4,266 | 38,912 | 15,024 |
Canada | ||||
Operating Revenues | $ 103 | $ 499 | $ 10,715 | $ 11,675 |
SUPPLEMENTAL CONSOLIDATED FIN_4
SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION - Deferred Costs and Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Deferred costs | $ 5,433 | $ 972 | |||||
Total deferred costs amortized | $ 17,559 | $ 1,669 | |||||
Deferred costs impairment losses | 0 | 0 | |||||
Deferred revenue | $ 9,099 | $ 1,472 | 9,099 | 1,472 | $ 7,380 | $ 7,380 | $ 1,344 |
Revenue recognized | 3,846 | 0 | 0 | 936 | |||
Prepaid expenses and other current assets | |||||||
Deferred costs | $ 7,226 | $ 382 | $ 7,226 | $ 382 |
DEBT (Details)
DEBT (Details) | 6 Months Ended | |||
Mar. 21, 2023 USD ($) | Jun. 30, 2023 USD ($) item $ / shares | Dec. 31, 2022 USD ($) | Sep. 30, 2019 USD ($) | |
DEBT | ||||
Restricted IntraFi Network account | $ 5,000,000 | $ 5,000,000 | ||
Convertible note payable | $ 9,880,000 | |||
Number of shares on which convertible note may be converted | 5,811,765 | |||
Conversion price | $ / shares | $ 1.70 | |||
Finance lease | $ 1,014,000 | |||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Capital Lease Obligations, Long-term Debt and Capital Lease Obligations, Current | |||
Dominion Loan Agreement | ||||
DEBT | ||||
Maximum borrowing capacity | $ 5,000,000 | $ 10,000,000 | ||
Percentage of maximum borrowing capacity on eligible accounts receivable | 80% | |||
Percentage of maximum borrowing capacity on deposit with lender | 100% | |||
Restricted IntraFi Network account | $ 5,000,000 | |||
Minimum tangible net worth | 38,000,000 | |||
Minimum unencumbered liquid assets | $ 5,000,000 | |||
Dominion Loan Agreement | Minimum | ||||
DEBT | ||||
Interest rate (as a percent) | 4.75% | |||
Dominion Loan Agreement | Maximum | ||||
DEBT | ||||
Maximum borrowing capacity | $ 5,000,000 | |||
Interest rate (as a percent) | 7.75% | |||
Dominion Letters of Credit | ||||
DEBT | ||||
Number of letters of credit | item | 1 | |||
Amount of letter of credit | $ 265,000 | |||
Notes payable to finance companies for insurance | ||||
DEBT | ||||
Aggregate principal amount outstanding | $ 313,000 | $ 205,000 | ||
Number of notes payable | item | 2 | |||
Notes payable to finance companies for insurance | Minimum | ||||
DEBT | ||||
Interest rate (as a percent) | 7.99% | 7.99% | ||
Notes payable to finance companies for insurance | Maximum | ||||
DEBT | ||||
Interest rate (as a percent) | 8.24% | 8.24% |
DEBT - Aggregate principal amou
DEBT - Aggregate principal amount and interest rates (Details) - Notes payable to finance companies for insurance - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
DEBT | ||
Aggregate principal amount outstanding | $ 313,000 | $ 205,000 |
Minimum | ||
DEBT | ||
Interest rate (as a percent) | 7.99% | 7.99% |
Maximum | ||
DEBT | ||
Interest rate (as a percent) | 8.24% | 8.24% |
DEBT - Maturities (Details)
DEBT - Maturities (Details) | Jun. 30, 2023 USD ($) |
Aggregate maturities of finance leases | |
July 2023 - June 2024 | $ 252,000 |
July 2024 - June 2025 | 267,000 |
July 2025 - June 2026 | 358,000 |
July 2026 - June 2027 | 137,000 |
Obligations under finance leases | $ 1,014,000 |
Minimum | |
Aggregate maturities of finance leases | |
Interest rate on leases | 4.85% |
Maximum | |
Aggregate maturities of finance leases | |
Interest rate on leases | 7.66% |
LEASES- Maturities of Lease Lia
LEASES- Maturities of Lease Liabilities (Details) | Jun. 30, 2023 USD ($) |
Operating Leases | |
July 2023 - June 2024 | $ 1,400,000 |
July 2024 - June 2025 | 1,213,000 |
July 2025 - June 2026 | 1,082,000 |
July 2026 - June 2027 | 849,000 |
July 2027 - June 2028 | 58,000 |
Total payments under lease agreements | 4,602,000 |
Less imputed interest | (418,000) |
Total lease liabilities | 4,184,000 |
Finance Leases | |
July 2023 - June 2024 | 305,000 |
July 2024 - June 2025 | 305,000 |
July 2025 - June 2026 | 376,000 |
July 2026 - June 2027 | 141,000 |
Total payments under lease agreements | 1,127,000 |
Less imputed interest | (113,000) |
Total lease liabilities | $ 1,014,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Apr. 01, 2019 defendant |
Weatherford Litigation | |
OPERATING COMMITMENTS AND CONTINGENCIES | |
Number of other parties named as defendants | 18 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
NET LOSS PER SHARE | ||||||
Net loss | $ (4,430) | $ (413) | $ (7,579) | $ (1,385) | $ (4,843) | $ (8,964) |
Weighted average common shares outstanding: | ||||||
Basic | 25,000,564 | 25,000,564 | 25,000,564 | 24,855,667 | ||
Diluted | 25,000,564 | 25,000,564 | 25,000,564 | 24,855,667 | ||
Basic loss per share of common stock | $ (0.18) | $ (0.30) | $ (0.19) | $ (0.36) | ||
Diluted loss per share of common stock | $ (0.18) | $ (0.30) | $ (0.19) | $ (0.36) |
NET LOSS PER SHARE - Anti-Dilut
NET LOSS PER SHARE - Anti-Dilutive Awards Excluded from Calculation (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Mar. 24, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Anti-dilutive Securities Excluded from Calculation of Earnings Per Share | |||||
Number of securities excluded from calculation | 5,811,765 | ||||
Purchase Agreement | |||||
Anti-dilutive Securities Excluded from Calculation of Earnings Per Share | |||||
Number of shares issued | 1,188,235 | 1,188,235 | 1,188,235 | 1,188,235 | 1,188,235 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
INCOME TAXES | ||||
Effective tax rate (as percent) | 1.80% | (0.20%) | 2% | (0.20%) |
SUPPLEMENTAL PURCHASE AGREEME_3
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION - Non-cash asset purchase items (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Asset Acquisition [Line Items] | ||||
Deemed distribution of Breckenridge net assets not acquired | $ 2,329 | $ 2,329 | ||
Deemed contribution of Breckenridge net assets | $ (6,472) | $ (6,472) | ||
Breckenridge | ||||
Asset Acquisition [Line Items] | ||||
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) |
SUPPLEMENTAL PURCHASE AGREEME_4
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION - Historical Carrying Value of Assets Acquired (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 24, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jan. 01, 2022 |
Asset Acquisition [Line Items] | ||||||
Accounts receivable, net | $ 5,486 | $ 7,972 | ||||
Prepaid expenses and other current assets | 10,672 | 8,951 | ||||
Property and equipment, net | 17,409 | 20,468 | ||||
Other accrued liabilities | (1,129) | (1,280) | ||||
Deferred revenue | (9,099) | $ (7,380) | $ (7,380) | $ (1,472) | $ (1,344) | |
Acquisition of Breckenridge net assets | $ 1,335 | |||||
Breckenridge | ||||||
Asset Acquisition [Line Items] | ||||||
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 |
SUPPLEMENTAL PURCHASE AGREEME_5
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION - Consideration Paid (Details) - Breckenridge $ in Thousands | Mar. 24, 2023 USD ($) |
Asset Acquisition [Line Items] | |
Common stock issued | $ 2,020 |
Note payable issued | 9,880 |
Purchase price | $ 11,900 |
SUPPLEMENTAL PURCHASE AGREEME_6
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION - Excess Purchase Price (Details) - USD ($) $ in Thousands | Mar. 24, 2023 | Jun. 30, 2023 |
Asset Acquisition [Line Items] | ||
Historical carrying value of assets acquired | $ (1,335) | |
Breckenridge | ||
Asset Acquisition [Line Items] | ||
Purchase price | $ 11,900 | |
Historical carrying value of assets acquired | (1,335) | |
Excess purchase price | $ 10,565 |
SUPPLEMENTAL PURCHASE AGREEME_7
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION - Balance sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 24, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Current assets: | |||||||||
Cash and cash equivalents | $ 18,087 | $ 18,603 | |||||||
Restricted cash | 5,000 | 5,000 | |||||||
Short-term investments | 265 | 265 | |||||||
Accounts receivable, net | 5,486 | 7,972 | |||||||
Employee retention credit receivable | 3,035 | ||||||||
Prepaid expenses and other current assets | 10,672 | 8,951 | |||||||
Total current assets | 39,510 | 43,826 | |||||||
Property and equipment | 20,468 | ||||||||
Right-of-use assets | 3,784 | 4,010 | |||||||
Intangibles, net | 377 | 369 | |||||||
Total assets | 61,080 | 68,673 | |||||||
Current liabilities: | |||||||||
Accounts payable | 5,447 | 4,140 | |||||||
Accrued liabilities: | |||||||||
Payroll costs and other taxes | 1,052 | 2,001 | |||||||
Other | 1,129 | 1,280 | |||||||
Deferred revenue | 9,099 | $ 7,380 | 7,380 | $ 1,472 | $ 1,344 | ||||
Current maturities of notes payable and finance leases | 566 | 275 | |||||||
Current maturities of operating lease liabilities | 1,211 | 1,118 | |||||||
Total current liabilities | 28,384 | 16,194 | |||||||
Long-term liabilities: | |||||||||
Notes payable and finance leases, net of current maturities | 762 | 207 | |||||||
Operating lease liabilities, net of current maturities | 2,979 | 3,331 | |||||||
Deferred tax liabilities, net | 15 | 137 | |||||||
Total long-term liabilities | 3,756 | 3,675 | |||||||
Stockholders' equity: | |||||||||
Common stock | 250 | 238 | |||||||
Additional paid-in capital | 146,856 | 155,413 | |||||||
Accumulated deficit | (116,336) | (112,469) | |||||||
Equity of Breckenridge prior to acquisition | 7,695 | ||||||||
Accumulated other comprehensive loss, net | (1,830) | (2,073) | |||||||
Total stockholders' equity | 28,940 | $ 33,121 | 48,804 | $ 63,586 | $ 69,594 | $ 62,477 | |||
Total liabilities and stockholders' equity | $ 61,080 | 68,673 | |||||||
Breckenridge Geophysical, LLC | |||||||||
Current assets: | |||||||||
Accounts receivable, net | $ 67 | ||||||||
Prepaid expenses and other current assets | 56 | ||||||||
Accrued liabilities: | |||||||||
Other | 16 | ||||||||
Deferred revenue | $ 94 | ||||||||
Previously reported | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 13,914 | ||||||||
Restricted cash | 5,000 | ||||||||
Short-term investments | 265 | ||||||||
Accounts receivable, net | 6,945 | ||||||||
Employee retention credit receivable | 3,035 | ||||||||
Prepaid expenses and other current assets | 8,876 | ||||||||
Total current assets | 38,035 | ||||||||
Property and equipment | 18,127 | ||||||||
Right-of-use assets | 4,010 | ||||||||
Intangibles, net | 369 | ||||||||
Total assets | 60,541 | ||||||||
Current liabilities: | |||||||||
Accounts payable | 4,015 | ||||||||
Accrued liabilities: | |||||||||
Payroll costs and other taxes | 1,973 | ||||||||
Other | 1,178 | ||||||||
Deferred revenue | 7,199 | ||||||||
Current maturities of notes payable and finance leases | 275 | ||||||||
Current maturities of operating lease liabilities | 1,118 | ||||||||
Total current liabilities | 15,758 | ||||||||
Long-term liabilities: | |||||||||
Notes payable and finance leases, net of current maturities | 207 | ||||||||
Operating lease liabilities, net of current maturities | 3,331 | ||||||||
Deferred tax liabilities, net | 136 | ||||||||
Total long-term liabilities | 3,674 | ||||||||
Stockholders' equity: | |||||||||
Common stock | 238 | ||||||||
Additional paid-in capital | 155,413 | ||||||||
Accumulated deficit | (112,469) | ||||||||
Accumulated other comprehensive loss, net | (2,073) | ||||||||
Total stockholders' equity | 41,109 | ||||||||
Total liabilities and stockholders' equity | 60,541 | ||||||||
Adjustment | Breckenridge Geophysical, LLC | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 4,689 | ||||||||
Accounts receivable, net | 1,027 | ||||||||
Prepaid expenses and other current assets | 75 | ||||||||
Total current assets | 5,791 | ||||||||
Property and equipment | 2,341 | ||||||||
Total assets | 8,132 | ||||||||
Current liabilities: | |||||||||
Accounts payable | 125 | ||||||||
Accrued liabilities: | |||||||||
Payroll costs and other taxes | 28 | ||||||||
Other | 102 | ||||||||
Deferred revenue | 181 | ||||||||
Total current liabilities | 436 | ||||||||
Long-term liabilities: | |||||||||
Deferred tax liabilities, net | 1 | ||||||||
Total long-term liabilities | 1 | ||||||||
Stockholders' equity: | |||||||||
Equity of Breckenridge prior to acquisition | 7,695 | ||||||||
Total stockholders' equity | 7,695 | ||||||||
Total liabilities and stockholders' equity | $ 8,132 |
SUPPLEMENTAL PURCHASE AGREEME_8
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION - Statement of comprehensive loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating revenues | $ 20,219 | $ 4,765 | $ 49,627 | $ 26,699 | ||
Operating costs: | ||||||
Operating expenses | 19,906 | 6,785 | 43,688 | 21,188 | ||
General and administrative | 2,977 | 2,828 | 6,476 | 8,696 | ||
Depreciation and amortization | 2,113 | 3,010 | 4,813 | 6,111 | ||
Total cost and expenses | 24,996 | 12,623 | 54,977 | 35,995 | ||
(Loss) income from operations | (4,777) | (7,858) | (5,350) | (9,296) | ||
Other income (expense): | ||||||
Interest income | 136 | 30 | 244 | 56 | ||
Interest expense | (14) | (9) | (31) | (20) | ||
Other income (expense), net | 143 | 273 | 195 | 312 | ||
(Loss) income before income tax | (4,512) | (7,564) | (4,942) | (8,948) | ||
Income tax benefit (expense): | 82 | (15) | 99 | (16) | ||
Net income (loss) | (4,430) | $ (413) | (7,579) | $ (1,385) | (4,843) | (8,964) |
Other comprehensive income (loss): | ||||||
Net unrealized loss on foreign exchange rate translation | 249 | (439) | 243 | (672) | ||
Comprehensive (loss) income | $ (4,181) | $ (8,018) | $ (4,600) | $ (9,636) | ||
Basic loss per share of common stock | $ (0.18) | $ (0.30) | $ (0.19) | $ (0.36) | ||
Diluted loss per share of common stock | $ (0.18) | $ (0.30) | $ (0.19) | $ (0.36) | ||
Weighted average equivalent common shares outstanding | 25,000,564 | 25,000,564 | 25,000,564 | 24,855,667 | ||
Weighted average equivalent common shares outstanding - assuming dilution | 25,000,564 | 25,000,564 | 25,000,564 | 24,855,667 | ||
Eliminations and Other Adjustments | ||||||
Operating revenues | $ (206) | $ (1,532) | ||||
Operating costs: | ||||||
Operating expenses | (206) | (1,532) | ||||
Total cost and expenses | $ (206) | $ (1,532) | ||||
Other comprehensive income (loss): | ||||||
Basic loss per share of common stock | $ 0.02 | $ 0.06 | ||||
Diluted loss per share of common stock | $ 0.02 | $ 0.06 | ||||
Weighted average equivalent common shares outstanding | 1,188,235 | 1,102,892 | ||||
Weighted average equivalent common shares outstanding - assuming dilution | 1,188,235 | 1,102,892 | ||||
Previously reported | ||||||
Operating revenues | $ 921 | $ 19,280 | ||||
Operating costs: | ||||||
Operating expenses | 4,013 | 16,651 | ||||
General and administrative | 2,415 | 7,946 | ||||
Depreciation and amortization | 2,451 | 5,085 | ||||
Total cost and expenses | 8,879 | 29,682 | ||||
(Loss) income from operations | (7,958) | (10,402) | ||||
Other income (expense): | ||||||
Interest income | 29 | 54 | ||||
Interest expense | (9) | (20) | ||||
Other income (expense), net | 276 | 315 | ||||
(Loss) income before income tax | (7,662) | (10,053) | ||||
Income tax benefit (expense): | (16) | (16) | ||||
Net income (loss) | (7,678) | (10,069) | ||||
Other comprehensive income (loss): | ||||||
Net unrealized loss on foreign exchange rate translation | (439) | (672) | ||||
Comprehensive (loss) income | $ (8,117) | $ (10,741) | ||||
Basic loss per share of common stock | $ (0.32) | $ (0.42) | ||||
Diluted loss per share of common stock | $ (0.32) | $ (0.42) | ||||
Weighted average equivalent common shares outstanding | 23,812,329 | 23,752,775 | ||||
Weighted average equivalent common shares outstanding - assuming dilution | 23,812,329 | 23,752,775 | ||||
Adjustment | Breckenridge Geophysical, LLC | ||||||
Operating revenues | $ 4,050 | $ 8,951 | ||||
Operating costs: | ||||||
Operating expenses | 2,978 | 6,069 | ||||
General and administrative | 413 | 750 | ||||
Depreciation and amortization | 559 | 1,026 | ||||
Total cost and expenses | 3,950 | 7,845 | ||||
(Loss) income from operations | 100 | 1,106 | ||||
Other income (expense): | ||||||
Interest income | 1 | 2 | ||||
Other income (expense), net | (3) | (3) | ||||
(Loss) income before income tax | 98 | 1,105 | ||||
Income tax benefit (expense): | 1 | |||||
Net income (loss) | 99 | 1,105 | ||||
Other comprehensive income (loss): | ||||||
Comprehensive (loss) income | $ 99 | $ 1,105 |
SUPPLEMENTAL PURCHASE AGREEME_9
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION - Statement of cash flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | |||||
Net (loss) income | $ (4,843) | $ (8,964) | |||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||
Depreciation and amortization | $ 2,113 | $ 3,010 | 4,813 | 6,111 | |
Operating lease cost | 521 | 499 | |||
Non-cash compensation | 368 | ||||
Gain on disposal of assets | (31) | 643 | |||
Remeasurement and other | (2) | (20) | |||
Change in operating assets and liabilities: | |||||
Decrease (increase) in accounts receivable | 1,495 | 4,926 | |||
Decrease in prepaid expenses and other assets | (1,280) | 88 | |||
(Decrease) increase in accounts payable | 2,037 | (758) | |||
(Decrease) increase in accrued liabilities | (1,037) | (223) | |||
Decrease in operating lease liabilities | (554) | (496) | |||
Increase (decrease) in deferred revenue | 1,718 | (440) | |||
Net cash provided by operating activities | 5,751 | 1,734 | |||
Cash flows from investing activities: | |||||
Capital expenditures | (2,021) | (142) | |||
Proceeds from disposal of assets | 31 | 242 | |||
Net cash (used in) provided by investing activities | (2,990) | 100 | |||
Cash flows from financing activities: | |||||
Principal payments on notes payable | (331) | (713) | |||
Principal payments on finance leases | (68) | (18) | |||
Tax withholdings related to stock-based compensation awards | (79) | ||||
Sale of treasury stock | 113 | ||||
Breckenridge cash contributions prior to acquisition | (3,055) | 3,871 | |||
Net cash (used in) provided by financing activities | (3,454) | 3,174 | |||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 177 | (192) | |||
Net (decrease) increase in cash and cash equivalents and restricted cash | (516) | 4,816 | |||
Cash and cash equivalents and restricted cash at beginning of period | $ 30,376 | 23,603 | 30,376 | ||
Cash and cash equivalents and restricted cash at end of period | $ 23,087 | 35,192 | 23,087 | 35,192 | |
Supplemental cash flow information: | |||||
Cash paid for interest | 32 | 20 | |||
Cash received for income taxes | 7 | ||||
Non-cash operating, investing and financing activities: | |||||
Increase in right-of-use assets and operating lease liabilities | 283 | 527 | |||
Financed insurance premiums | $ 440 | 944 | |||
Deemed contribution of Breckenridge net assets | (6,472) | (6,472) | |||
Breckenridge Geophysical, LLC | |||||
Non-cash operating, investing and financing activities: | |||||
Deemed contribution of Breckenridge net assets | (6,472) | ||||
Previously reported | |||||
Cash flows from operating activities: | |||||
Net (loss) income | (10,069) | ||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||
Depreciation and amortization | 2,451 | 5,085 | |||
Operating lease cost | 499 | ||||
Non-cash compensation | 368 | ||||
Gain on disposal of assets | (142) | ||||
Remeasurement and other | (18) | ||||
Change in operating assets and liabilities: | |||||
Decrease (increase) in accounts receivable | 6,696 | ||||
Decrease in prepaid expenses and other assets | 68 | ||||
(Decrease) increase in accounts payable | (1,508) | ||||
(Decrease) increase in accrued liabilities | (491) | ||||
Decrease in operating lease liabilities | (496) | ||||
Increase (decrease) in deferred revenue | 128 | ||||
Net cash provided by operating activities | 120 | ||||
Cash flows from investing activities: | |||||
Capital expenditures | (95) | ||||
Proceeds from disposal of assets | 142 | ||||
Net cash (used in) provided by investing activities | 47 | ||||
Cash flows from financing activities: | |||||
Principal payments on notes payable | (713) | ||||
Principal payments on finance leases | (18) | ||||
Tax withholdings related to stock-based compensation awards | (79) | ||||
Sale of treasury stock | 113 | ||||
Net cash (used in) provided by financing activities | (697) | ||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (192) | ||||
Net (decrease) increase in cash and cash equivalents and restricted cash | (722) | ||||
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 | 29,654 | 29,654 | |||
Supplemental cash flow information: | |||||
Cash paid for interest | 20 | ||||
Cash received for income taxes | 7 | ||||
Non-cash operating, investing and financing activities: | |||||
Increase in right-of-use assets and operating lease liabilities | 527 | ||||
Financed insurance premiums | 944 | ||||
Adjustment | Breckenridge Geophysical, LLC | |||||
Cash flows from operating activities: | |||||
Net (loss) income | 1,105 | ||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||
Depreciation and amortization | 559 | 1,026 | |||
Gain on disposal of assets | 785 | ||||
Remeasurement and other | (2) | ||||
Change in operating assets and liabilities: | |||||
Decrease (increase) in accounts receivable | (1,770) | ||||
Decrease in prepaid expenses and other assets | 20 | ||||
(Decrease) increase in accounts payable | 750 | ||||
(Decrease) increase in accrued liabilities | 268 | ||||
Increase (decrease) in deferred revenue | (568) | ||||
Net cash provided by operating activities | 1,614 | ||||
Cash flows from investing activities: | |||||
Capital expenditures | (47) | ||||
Proceeds from disposal of assets | 100 | ||||
Net cash (used in) provided by investing activities | 53 | ||||
Cash flows from financing activities: | |||||
Breckenridge cash contributions prior to acquisition | 3,871 | ||||
Net cash (used in) provided by financing activities | 3,871 | ||||
Net (decrease) increase in cash and cash equivalents and restricted cash | 5,538 | ||||
Cash and cash equivalents and restricted cash at end of period | $ 5,538 | 5,538 | |||
Non-cash operating, investing and financing activities: | |||||
Deemed contribution of Breckenridge net assets | $ (6,472) |
SUPPLEMENTAL PURCHASE AGREEM_10
SUPPLEMENTAL PURCHASE AGREEMENT TRANSACTION INFORMATION - Statement of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating revenues | $ 20,219 | $ 4,765 | $ 49,627 | $ 26,699 | ||
Operating costs: | ||||||
Operating expenses | 19,906 | 6,785 | 43,688 | 21,188 | ||
General and administrative | 2,977 | 2,828 | 6,476 | 8,696 | ||
Depreciation and amortization | 2,113 | 3,010 | 4,813 | 6,111 | ||
Total cost and expenses | 24,996 | 12,623 | 54,977 | 35,995 | ||
Loss from operations | (4,777) | (7,858) | (5,350) | (9,296) | ||
Other income (expense): | ||||||
Interest income | 136 | 30 | 244 | 56 | ||
Interest expense | (14) | (9) | (31) | (20) | ||
Other (expense) income, net | 143 | 273 | 195 | 312 | ||
Loss before income tax | (4,512) | (7,564) | (4,942) | (8,948) | ||
Income tax (expense) benefit | 82 | (15) | 99 | (16) | ||
Net loss | $ (4,430) | $ (413) | $ (7,579) | $ (1,385) | (4,843) | $ (8,964) |
Breckenridge | ||||||
Operating revenues | 782 | |||||
Operating costs: | ||||||
Operating expenses | 806 | |||||
General and administrative | 438 | |||||
Depreciation and amortization | 505 | |||||
Total cost and expenses | 1,749 | |||||
Loss from operations | (967) | |||||
Other income (expense): | ||||||
Interest income | 2 | |||||
Other (expense) income, net | (11) | |||||
Loss before income tax | (976) | |||||
Net loss | $ (976) |