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) |