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) Nine Months Ended September 30, 2023 2022 Deemed distribution (contribution) of short-term investments $ 1,000 $ — Deemed distribution (contribution) of accounts receivable 1,015 (2,605) Deemed distribution (contribution) of prepaids and other 1 (133) Deemed distribution (contribution) of land and buildings 514 (4,726) Deemed (distribution) contribution of accounts payable (132) 196 Deemed (distribution) contribution of accrued liabilities (69) 228 Deemed (distribution) contribution of deferred revenue — 568 Deemed distribution of Breckenridge net assets not acquired $ 2,329 Deemed contribution of Breckenridge net assets $ (6,472) Historical Carrying Value of Assets Acquired March 24, 2023 Accounts receivable, net $ 67 Prepaid expenses and other current assets 56 Property and equipment, net 1,322 Other accrued liabilities (16) Deferred revenue (94) Acquisition of Breckenridge net assets $ 1,335 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 earnings (deficit) (112,469) — (112,469) Equity of Breckenridge prior to acquisition — 7,695 7,695 Accumulated other comprehensive income (loss), net (2,073) — (2,073) Total stockholders' equity 41,109 7,695 48,804 Total liabilities and stockholders' equity $ 60,541 $ 8,132 $ 68,673 The following tables reconcile the previously reported Statement of Operations for the three and nine months ended September 30, 2022 to the current Statement of Operations for the same periods: Three Months Ended September 30, 2022 Dawson Breckenridge Eliminations and Dawson Previously Reported Other Adjustments As Adjusted Operating revenues $ 3,538 $ 4,275 $ (384) $ 7,429 Operating costs: Operating expenses 6,357 2,677 (384) 8,650 General and administrative 2,556 419 — 2,975 Depreciation and amortization 2,373 488 — 2,861 11,286 3,584 (384) 14,486 Income (loss) from operations (7,748) 691 — (7,057) Other income (expense): Interest income 90 1 — 91 Interest expense (4) — — (4) Other income (expense), net 43 (1) — 42 Income (loss) before income tax (7,619) 691 — (6,928) Income tax benefit (expense) 16 — — 16 Net income (loss) (7,603) 691 — (6,912) Other comprehensive income (loss): Net unrealized income (loss) on foreign exchange rate translation (566) — — (566) Comprehensive (loss) income $ (8,169) $ 691 $ — $ (7,478) Basic income (loss) per share of common stock $ (0.32) $ — $ 0.04 $ (0.28) Diluted income (loss) per share of common stock $ (0.32) $ — $ 0.04 $ (0.28) Weighted average equivalent common shares outstanding 23,812,329 — 1,188,235 25,000,564 Weighted average equivalent common shares outstanding - assuming dilution 23,812,329 — 1,188,235 25,000,564 Nine Months Ended September 30, 2022 Dawson Breckenridge Eliminations and Dawson Previously Reported Other Adjustments As Adjusted Operating revenues $ 22,818 $ 13,226 $ (1,916) $ 34,128 Operating costs: Operating expenses 23,008 8,746 (1,916) 29,838 General and administrative 10,502 1,169 — 11,671 Depreciation and amortization 7,458 1,514 — 8,972 40,968 11,429 (1,916) 50,481 Income (loss) from operations (18,150) 1,797 — (16,353) Other income (expense): Interest income 144 3 — 147 Interest expense (24) — — (24) Other income (expense), net 358 (4) — 354 Income (loss) before income tax (17,672) 1,796 — (15,876) Income tax benefit (expense) — — — — Net income (loss) (17,672) 1,796 — (15,876) Other comprehensive income (loss): Net unrealized income (loss) on foreign exchange rate translation (1,238) — — (1,238) Comprehensive (loss) income $ (18,910) $ 1,796 $ — $ (17,114) Basic income (loss) per share of common stock $ (0.74) $ — $ 0.10 $ (0.64) Diluted income (loss) per share of common stock $ (0.74) $ — $ 0.10 $ (0.64) Weighted average equivalent common shares outstanding 23,772,843 — 1,131,652 24,904,495 Weighted average equivalent common shares outstanding - assuming dilution 23,772,843 — 1,131,652 24,904,495 The following table reconciles the previously reported Statement of Cash Flows for the nine months ended September 30, 2022 to the current Statement of Cash Flows for the same period: Nine Months Ended September 30, 2022 Dawson Breckenridge Dawson Previously Reported As Adjusted Cash flows from operating activities: Net income (loss) $ (17,672) $ 1,796 $ (15,876) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 7,458 1,514 8,972 Operating lease cost 748 — 748 Non-cash compensation 413 — 413 (Gain) loss on disposal of assets (189) 770 581 Remeasurement and other (19) — (19) Change in operating assets and liabilities: (Increase) decrease in accounts receivable 4,428 (989) 3,439 (Increase) decrease in prepaid expenses and other assets (2,643) 1 (2,642) Increase (decrease) in accounts payable 1,366 191 1,557 Increase (decrease) in accrued liabilities (733) 241 (492) Increase (decrease) in operating lease liabilities (760) — (760) Increase (decrease) in deferred revenue 3,034 (553) 2,481 Net cash provided by (used in) operating activities (4,569) 2,971 (1,598) Cash flows from investing activities: Capital expenditures (470) (167) (637) Proceeds from disposal of assets 189 115 304 Net cash provided by (used in) investing activities (281) (52) (333) Cash flows from financing activities: Principal payments on notes payable (1,103) — (1,103) Principal payments on finance leases (34) — (34) Tax withholdings related to stock-based compensation awards (79) — (79) Cash settlement of RSUs (301) (301) Sale of treasury stock 113 — 113 Breckenridge cash contributions prior to acquisition — (928) (928) Net cash provided by (used in) financing activities (1,404) (928) (2,332) Effect of exchange rate changes on cash and cash equivalents and restricted cash (523) — (523) Net increase (decrease) in cash and cash equivalents and restricted cash (6,777) 1,991 (4,786) Cash and cash equivalents and restricted cash at beginning of period 30,376 — 30,376 Cash and cash equivalents and restricted cash at end of period $ 23,599 $ 1,991 $ 25,590 Supplemental cash flow information: Cash paid for interest $ 25 $ — $ 25 Cash received for income taxes $ 7 $ — $ 7 Non-cash operating, investing and financing activities: Increase (decrease) in right-of-use assets and operating lease liabilities $ 598 $ — $ 598 Financed insurance premiums $ 944 $ — $ 944 Deemed contribution of Breckenridge net assets $ — $ (6,472) $ (6,472) The following table details the standalone Breckenridge Statement of Operations for the three and nine months ended September 30, 2023: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2023 Operating revenues $ — $ 782 Operating costs: Operating expenses — 806 General and administrative — 438 Depreciation and amortization — 505 — 1,749 Income (loss) from operations — (967) Other income (expense): Interest income — 2 Interest expense — — Other income (expense), net — (11) Income (loss) before income tax — (976) Income tax benefit (expense) — — Net income (loss) $ — $ (976) |