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Supplemental Purchase Agreement Transaction Information

12 Months Ended

Dec. 31, 2024

Supplemental Purchase Agreement Transaction Information

Supplemental Purchase Agreement Transaction Information

12.         Supplemental Purchase Agreement Transaction Information

Historical financial information for Breckenridge was derived from Breckenridge’s 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 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 (in thousands):

​	​	​	​
Deemed Distribution (Contribution)	​	Year Ended December 31, 2023
Deemed distribution (contribution) of short-term investments	​	$	1,000
Deemed distribution (contribution) of accounts receivable	​		1,015
Deemed distribution (contribution) of prepaids and other	​		1
Deemed distribution (contribution) of land and buildings	​	​	514
Deemed (distribution) contribution of accounts payable	​	​	(132)
Deemed (distribution) contribution of accrued liabilities	​	​	(69)
Deemed (distribution) contribution of deferred revenue	​	​	—
Deemed distribution of Breckenridge net assets not acquired	​	$	2,329

​

​	​	​	​
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 is as follows (in thousands):

​	​	​	​
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 is as follows (unaudited and in thousands):

​	​	​	​
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 details the standalone Breckenridge Statement of Operations for the period from January 1, 2023 through March 24, 2023 (in thousands):

​	​	​	​	​
​	​	Year Ended		​
​	​	December 31, 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)	​

​

X

- References

No definition available.

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- Definition

The entire disclosure for asset acquisition.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 805
-SubTopic 50
-Name Accounting Standards Codification
-Section 15
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480123/805-50-15-3

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