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Note 6 - Stockholders' Equity and Dilutive Equity Instruments
 9 Months Ended
Sep. 30, 2022
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]

(6)

STOCKHOLDERS' EQUITY AND DILUTIVE EQUITY INSTRUMENTS

 

Earnings per share

 

We have recently reported annual and quarterly losses from operations and have reported basic and diluted losses per share based on the actual average shares of common stock outstanding during the relevant period. For the quarter ended September 30, 2022, we reported net income from operations. Our fully diluted earnings per share for the three months ended September 30, 2022, is based on our weighted average common shares outstanding plus the common stock equivalent of our outstanding “in-the-money” warrants, restricted stock units and stock options.

 

Accumulated Other Comprehensive Income (Loss)

 

The following tables present the changes in accumulated other comprehensive income (loss) (OCI) by component, net of tax:

 

(In Thousands)

 

Three Months Ended

 
  September 30, 2022  September 30, 2021 

Balance at June 30, 2022 and 2021

 $1,763  $(1,082)

Unrealized loss on note receivable

  (429)  — 

Pension benefits recognized in OCI

  140   (207)

Balance at September 30, 2022 and 2021

 $1,474  $(1,289)

 

(In Thousands)

 

Nine Months Ended

 
  

September 30, 2022

  

September 30, 2021

 

Balance at December 31, 2021 and 2020

 $2,668  $(804)

Unrealized loss on note receivable

  (1,275)  — 

Pension benefits recognized in OCI

  81   (485)

Balance at September 30, 2022 and 2021

 $1,474  $(1,289)

 

Dilutive Equity Instruments

 

The following table presents the changes in the number of common shares, incremental "in-the-money" warrants, restricted stock units and stock options outstanding:

 

Total shares outstanding including warrants, restricted stock units and stock options

 

September 30, 2022

  

September 30, 2021

 

Common shares outstanding

  46,494,323   41,277,377 

New creditor warrants (strike price $0.001 per common share)

  119,215   635,663 

GulfMark creditor warrants (strike price $0.01 per common share)

  185,126   565,155 

SPO acquisition warrants (strike price $0.001 per common share) (A) (B) (C)

  4,003,299   — 

Restricted stock units and stock options

  1,619,132   1,447,957 

Total

  52,421,095   43,926,152 

 

We also had “out-of-the-money” warrants outstanding exercisable for 5,923,399 shares of common stock at both September 30, 2022 and 2021. Included in these “out-of-the-money” warrants are Series A Warrants, exercise price of $57.06, expiring in July 2023, Series B Warrants, exercise price of $62.28, expiring in July 2023, and GLF Equity Warrants, exercise price of $100.00, expiring in November 2024. No warrants, restricted stock units or stock options, whether in the money or out of the money, are included in our earnings (loss) per share calculations if the effect of such inclusion is antidilutive.

 

(A)The Share Purchase Agreement (SPA) to acquire SPO included a provision under which Banyan agreed to indemnify us for certain liabilities and could settle these liabilities, at their option, with cash or the surrender of SPO acquisition warrants. This provision caused the SPO acquisition warrants to be classified as liabilities, which requires a mark-to-market valuation primarily based on the change in our share price at each reporting period. Absent this provision, the SPO acquisition warrants would have been classified as equity in our balance sheet with the value included in additional paid in capital. On June 24, 2022, we amended the SPA (SPA Amendment) to require our consent before Banyan could surrender the SPO acquisition warrants to satisfy any indemnity liabilities. As such, on June 24, 2022, we reclassified the SPO acquisition warrants from liabilities to additional paid in capital, at the adjusted amount of $176.8 million, and recognized a non-cash loss totaling $14.2 million due to the mark-to-market adjustment of the SPO acquisition warrants, calculated using the closing share price of our common stock on June 24, 2022 of $21.83, less the closing share price of our common stock of $20.08 on the SPO Closing Date.
(B)Under the indemnification provisions of the SPA and the SPA Amendment, Banyan requested that we allow them to settle approximately $1.0 million in indemnified liabilities by surrendering the equivalent value in SPO acquisition warrants. We granted Banyan’s request, and during the third quarter of 2022, settled the agreed upon indemnification liability in exchange for the surrender of 48,701 SPO acquisition warrants that we subsequently cancelled.
(C)During the third quarter of 2022, Banyan requested and we agreed to undergo a public stock offering to facilitate the Company’s redemption of a portion of the SPO acquisition warrants. On August 12, 2022, we completed a registered public offering for 4,048,000 shares of our common stock at an offering price of $17.85 per share (the Offering), resulting in gross proceeds, before underwriting and offering expenses, of approximately $72.3 million. The offering was conducted pursuant to our Registration Statement on Form S-3, File No. 333-234686, including a prospectus relating to our shelf securities dated July 20, 2021, as supplemented by the preliminary and final prospectus supplements relating to the Offering, dated August 9, 2022, filed with the SEC. We used the net proceeds from the Offering, totaling $70.6 million (after expenses), to redeem from Banyan 4,048,000 SPO acquisition warrants, which we subsequently cancelled.