Notes to Condensed Consolidated Financial Statements (Unaudited)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Stabilis Solutions, Inc. and its subsidiaries (the “Company”, “Stabilis”, “our”, “us” or “we”) is an energy transition company that provides turnkey clean energy production, storage, transportation and fueling solutions primarily using liquefied natural gas (“LNG”) to multiple end markets.
The Company serves customers in diverse end markets, including aerospace, agriculture, energy, industrial, marine bunkering, mining, pipeline, remote power and utility markets. LNG can be used to deliver natural gas to locations where pipeline service is unavailable, has been interrupted, or needs to be supplemented. Additionally, LNG can be used as a partner fuel for renewable energy, and as an alternative to traditional fuel sources, such as distillate fuel oil (including diesel fuel and other fuel oils) and propane, among others to provide both environmental and economic benefits.
The Company also builds power and control systems for the energy industry in China through its 40% owned Chinese joint venture, BOMAY Electric Industries, Inc (“BOMAY”). BOMAY is accounted for as an equity investment.
Basis of Presentation and Consolidation
The accompanying unaudited, interim condensed consolidated financial statements ("Condensed Consolidated Financial Statements") include our accounts and those of our subsidiaries and, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures normally included in the notes to consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted. We believe that the presentation and disclosures herein are adequate to prevent the information presented herein from being misleading. The Condensed Consolidated Financial Statements reflect all adjustments (consisting of normal recurring adjustments) for a fair presentation of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022 included in the Company's Annual Report on Form 10-K, as filed on March 9, 2023.
All intercompany accounts and transactions have been eliminated in consolidation. In the Notes to Condensed Consolidated Financial Statements, all dollar amounts in tabulations are in thousands, unless otherwise indicated.
The Company believes that the Brazil Operations sold on October 31, 2022, met the criteria for discontinued operations presentation. The classification of these assets, liabilities, results of operations and cash flows as discontinued operations requires retrospective application to financial information for all prior periods presented. Accordingly, the operating results and cash flows for the three months ended March 31, 2022, have been recast on our Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows, respectively. There were no assets and liabilities from discontinued operations as of March 31, 2023 or December 31, 2022, and no results of operations or cash flows for the three months ended March 31, 2023. Unless otherwise noted, the amounts presented throughout the notes to our Financial Statements relate to our continuing operations. See Note 2 for further discussion of the Company's discontinued operations.
Use of Estimates in the Preparation of the Consolidated Financial Statements
The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the fair value of natural gas derivatives, the carrying amount of contingencies, valuation allowances for receivables, inventories, and deferred income tax assets, valuations assigned to assets and liabilities in business combinations, and impairments of long-lived assets. Actual results could differ from those estimates, and these differences could be material to the Condensed Consolidated Financial Statements.
Derivative instruments
The Company had certain natural gas derivative instruments as of March 31, 2023 and December 31, 2022. The Company recognizes all of its derivative instruments as either assets or liabilities which are recorded at fair value on its Condensed Consolidated Balance Sheet. The accounting for changes in the fair value of a derivative instrument depends on whether it qualifies for and has been designated as a hedge as well as the type of hedge. The Company has not designated its derivatives as hedges under U.S. GAAP and all resulting gains and losses from changes in the fair value of its derivative instruments are included within the Condensed Consolidated Statements of Operations. The Company did not enter into any derivative transactions for speculative purposes. See Note 4 for further discussion of the Company's derivatives.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments,” which changes the way companies evaluate credit losses for most financial assets and certain other instruments. For receivables, and other short-term financial instruments, companies will be required to use a new forward-looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination. ASU No. 2016-13 was effective for the Company in the first quarter 2023. Adoption of this standard had no material impact to the Company's Condensed Consolidated Financial Statements.
2. DISCONTINUED OPERATIONS
On October 31, 2022, the Company entered into a sales agreement and closed on the sale of its Brazil Operations. The Company believes that the sale of the Brazil Operations met the criteria for discontinued operations presentation, as the sale of the Brazil Operations represented a strategic shift of future operations of the Company. Further, the Brazil Operations had separately reported financial information available, as the Brazil Operations represented substantially all of the revenue and expenses of the Company's previously reported Power Delivery segment.
The classification of these assets, liabilities, results of operations and cash flows as discontinued operations requires retrospective application to financial information for all prior periods presented. Accordingly, for the 2022 periods, preceding the sale, the Condensed Consolidated Financial Statements and related notes have been recast to separately state the revenues and expenses and cash flows between its continuing operations and the discontinued operations. The Company had no assets and liabilities related to the Brazil Operations at March 31, 2023 or December 31, 2022. In addition, the Company had no results of operations nor cash flows for the three months ended March 31, 2023.
The following table summarizes the components of income from discontinued operations for the periods presented (in thousands):
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2023 | | 2022 |
Revenue | | | | | $ | — | | | $ | 2,766 | |
Costs and expenses | | | | | — | | | 2,793 | |
| | | | | | | |
Other income (expense), net | | | | | — | | | (17) | |
Loss from discontinued operations before income taxes | | | | | $ | — | | | $ | (44) | |
Income tax expense | | | | | — | | | 3 | |
Loss from discontinued operations, net of income taxes | | | | | $ | — | | | $ | (47) | |
Segment Reporting
As a result of the classification of the Brazil Operations as discontinued operations, the Company believes that it only has one reporting segment.
3. REVENUE RECOGNITION
We recognize revenues when the transfer of promised goods or services are delivered to our customers in accordance with the applicable customer contract and we are entitled to be paid by the customer. Revenues are measured as consideration specified in the contract and exclude any sales incentives and amounts collected on behalf of third parties. Amounts are billed upon completion of service or transfer of a product and are generally due within 30 days. Revenues from contracts with customers are disaggregated into (1) LNG product (2) rental (3) service and (4) other.
LNG product revenue generated includes the revenue from the production and delivery of LNG to our customer’s location. Product contracts are established by agreeing on a sales price or transaction price for the related item. Product revenue is recognized upon delivery of the related item to the customer, at which point the customer controls the product and the Company has an unconditional right to payment. The Company acts as a principal when using third party transportation companies and therefore recognizes the gross revenue for the delivery of LNG. The Company enters into forward sales contracts for the delivery of LNG to its customers. Certain of these sales contracts contain provisions that may meet the criteria of a derivative in the event delivery is not made. These contracts are accounted for under the normal purchase normal sales exclusion under U.S. GAAP and are not measured at fair value each reporting period.
Rental, service and other revenue generated by the Company includes equipment and human resources provided to the customer to support the use of LNG and services in their application. Rental contracts are established by agreeing on a rental price or transaction price for the related piece of equipment and the rental period which is generally daily or monthly. Revenues related to rental of equipment are recognized under Topic 606 and not ASC 842: Leases, as the Company maintains control of the equipment that the customer uses and can replace the rented equipment with similar equipment should the rented equipment become inoperable or the Company chooses to replace the equipment for maintenance purposes. Revenue is recognized as the rental period is completed and for periods that cross month end, revenue is recognized for the portion of the rental period that has been completed to date. Performance obligations for rental revenue are considered to be satisfied as the rental period is completed based upon the terms of the related contract. LNG service revenue generated by the Company consists of mobilization and demobilization of equipment and onsite technical support while customers are consuming LNG in their applications. Service revenue is billed based on contractual terms that can be based on an event (i.e. mobilization or demobilization) or an hourly rate. Revenue is recognized as the event is completed or work is done. Performance obligations for service revenue are considered to be satisfied as the event is completed or work is done per the terms of the related contract.
Variable and Other Revenue Components
Certain of our contracts may include rental or services that may vary upon the customer demands at stated rates within the contract and are satisfied as the work is authorized by the customer and performed by the Company. LNG product sales agreements may include both fixed and variable fees per gallon of LNG, but is representative of the stand-alone selling price for LNG at the time the contract was negotiated. We have concluded that the variable LNG fees meet the exception for allocating variable consideration to specific parts of the contract. As such, the variable consideration for these contracts is allocated to each distinct gallon of LNG and recognized when that distinct gallon of LNG is delivered to the customer.
Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between the Company and its customers, such as sales, use and value-added taxes, are excluded from revenue.
Disclosure: Disaggregated Revenues
The table below presents revenue disaggregated by source, for the three months ended March 31, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
Revenues: | | | | | 2023 | | 2022 |
LNG Product | | | | | $ | 21,905 | | | $ | 16,785 | |
Rental | | | | | 2,247 | | | 1,986 | |
Service | | | | | 2,066 | | | 1,395 | |
Other | | | | | 624 | | | 101 | |
Total revenues | | | | | $ | 26,842 | | | $ | 20,267 | |
The table below presents revenue disaggregated by geographic location, for the three months ended March 31, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
Revenues: | | | | | 2023 | | 2022 |
Mexico | | | | | $ | 2,819 | | | $ | 3,766 | |
United States | | | | | 24,023 | | | 16,501 | |
Total revenues | | | | | $ | 26,842 | | | $ | 20,267 | |
4. DERIVATIVE INSTRUMENTS
As of March 31, 2023 and December 31, 2022, the Company held a series of call options (“the Call Options”) for the purchase of natural gas related to customer commitments. The Call Options are for a total of 1.1 million MMBtu (million British thermal units) of natural gas at March 31, 2023 which extend into the second quarter of 2024. The Company purchased the Call Options to manage the risk of increasing natural gas prices above what it can charge its customers. The Company may also enter into other derivative transactions when beneficial. Except for contracts qualifying for the normal purchase normal sales exception, as further described below, the Company recognizes all of its derivative instruments as either assets or liabilities which are recorded at fair value on its Condensed Consolidated Balance Sheet. The fair value of the Call Options are predominantly determined from broker quotes and are considered a level 2 fair value measurement. The following table presents the location and fair value of the Call Options at March 31, 2022 and December 31, 2022 on the Company's Condensed Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | |
Location on Condensed Consolidated Balance Sheet | March 31, 2023(1) | | December 31, 2022(1) |
Prepaid expenses and other current assets (2) | | $ | 138 | | | $ | 347 | |
Right-of-use assets and other noncurrent assets (2) | | 13 | | | 225 | |
| | $ | 151 | | | $ | 572 | |
_______________
(1) Amounts are presented on a gross basis.
(2) The classification between current and noncurrent assets is based upon when the Call Options mature.
The Company has not designated the Call Options as a hedge under U.S. GAAP and all resulting gains and losses from changes in the fair value of its derivative instruments are included within change in unrealized loss on natural gas derivatives within the Company's Condensed Consolidated Statements of Operations. The table below presents the changes in the fair value of the Call Options for the three and three months ended March 31, 2023 as well as their net realized gains and losses.
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | |
Changes in fair value of derivatives | | 2023 | | 2022(1) | | | | |
Fair value of natural gas derivatives, beginning of period | | $ | 572 | | | $ | — | | | | | |
Unrealized gains (losses) transferred to realized gains (losses), net (3) | | (252) | | | — | | | | | |
Change in unrealized loss on natural gas derivatives (2) | | (169) | | | — | | | | | |
Fair value of natural gas derivatives, end of period | | $ | 151 | | | $ | — | | | | | |
| | | | | | | | |
| | Three Months Ended March 31, | | |
Realized gain (loss) from derivative instruments | | 2023 | | 2022(1) | | | | |
Unrealized gains (losses) transferred to realized gains (losses), net | | $ | (252) | | | $ | — | | | | | |
Derivative settlement payments received (3) | | — | | | — | | | | | |
Realized gain (loss) from natural gas derivatives, net (3) | | $ | (252) | | | $ | — | | | | | |
_______________
(1) The Company did not have any derivative instruments during the three months ended March 31, 2022.
(2) Amounts are presented as their own separate line item within the Company's Condensed Consolidated Statements of Operations.
(3) Amounts are included within cost of LNG product on the Company's Condensed Consolidated Statements of Operations.
The Company also enters into forward contracts for purchases of natural gas and/or electricity to meet liquefaction requirements and forward sales contracts for the delivery of LNG to its customers. These contracts are not accounted for as derivatives, but accounted for under the normal purchase normal sales exclusion under U.S. GAAP and are not measured at fair value each reporting period.
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
The Company’s prepaid expenses and other current assets at March 31, 2023 and December 31, 2022 consisted of the following (in thousands):
| | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
| | | | |
Prepaid insurance | | $ | 712 | | | $ | 990 | |
Prepaid supplier expenses | | 232 | | | 286 | |
Other receivables | | 103 | | | 254 | |
Natural gas derivatives at fair value, current | | 138 | | | 347 | |
Deposits | | 203 | | | 236 | |
Other | | 14 | | | 73 | |
Total prepaid expenses and other current assets | | $ | 1,402 | | | $ | 2,186 | |
6. PROPERTY, PLANT AND EQUIPMENT
The Company’s property, plant and equipment at March 31, 2023 and December 31, 2022 consisted of the following (in thousands):
| | | | | | | | | | | | | | | | |
| | | | March 31, 2023 | | December 31, 2022 |
Liquefaction plants and systems | | | | $ | 47,645 | | | $ | 47,636 | |
Real property and buildings | | | | 2,065 | | | 2,057 | |
Vehicles and tanker trailers and equipment | | | | 52,936 | | | 52,647 | |
Computer and office equipment | | | | 459 | | | 470 | |
Construction in progress | | | | 6,516 | | | 527 | |
Leasehold improvements | | | | 30 | | | 31 | |
| | | | 109,651 | | | 103,368 | |
Less: accumulated depreciation | | | | (57,722) | | | (55,699) | |
| | | | $ | 51,929 | | | $ | 47,669 | |
Depreciation expense totaled $2.0 million and $2.3 million for the three months ended March 31, 2023 and 2022, respectively, all of which is included in the Condensed Consolidated Statements of Operations as a separate line item.
7. INVESTMENT IN FOREIGN JOINT VENTURE
The Company holds a 40% interest in BOMAY, which builds electrical systems. The majority partner in this foreign joint venture is Baoji Oilfield Machinery Co., Ltd. (a subsidiary of China National Petroleum Corporation), which owns 51%. The remaining 9% is owned by AA Energies, Inc. The Company made no sales to its joint venture during the three months ended March 31, 2023 and 2022.
The tables below present a summary of BOMAY's assets and liabilities and equity at March 31, 2023 and December 31, 2022, and its operational results for the three months ended March 31, 2023 and 2022 in U.S. dollars (in thousands):
| | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
Assets: | | | | |
Total current assets | | $ | 92,669 | | | $ | 88,536 | |
Total non-current assets | | 2,964 | | | 3,016 | |
Total assets | | $ | 95,633 | | | $ | 91,552 | |
Liabilities and equity: | | | | |
Total liabilities | | $ | 61,581 | | | $ | 58,482 | |
Total joint ventures’ equity | | 34,052 | | | 33,070 | |
Total liabilities and equity | | $ | 95,633 | | | $ | 91,552 | |
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2023 | | 2022 |
Revenue | | | | | | $ | 21,214 | | | $ | 10,079 | |
Gross Profit | | | | | | 2,403 | | | 1,609 | |
Earnings | | | | | | 901 | | | 323 | |
The table below presents the components of our investment in BOMAY and a summary of the activity within those components for the three months ended March 31, 2023 in U.S. dollars (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Initial Investment at Merger (1), (2) | | Undistributed Earnings | | Cumulative Foreign Exchange Translation Adj | | Investment in BOMAY |
Balance at December 31, 2022 | $ | 9,333 | | | $ | 2,295 | | | $ | (22) | | | $ | 11,606 | |
Equity in earnings | — | | | 393 | | | — | | | 393 | |
Less: dividend distributions | — | | | — | | | — | | | — | |
Foreign currency translation gain (loss) | — | | | — | | | 93 | | | 93 | |
Balance at March 31, 2023 | $ | 9,333 | | | $ | 2,688 | | | $ | 71 | | | $ | 12,092 | |
_______________
(1)Accumulated statutory reserves in equity method investments of $2.7 million at March 31, 2023 and December 31, 2022 is included in our investment in BOMAY. In accordance with the People’s Republic of China, (“PRC”) regulations on enterprises with foreign ownership, an enterprise established in the PRC with foreign ownership is required to provide for certain statutory reserves, namely (i) General Reserve Fund, (ii) Enterprise Expansion Fund and (iii) Staff Welfare and Bonus Fund, which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A non-wholly-owned foreign invested enterprise is permitted to provide for the above allocation at the discretion of its board of directors. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends.
(2)The Company’s initial investment in BOMAY differed from the Company’s 40% share of BOMAY’s equity as a result of applying fair value accounting pursuant to ASC 805. The basis difference is being accreted over an original period of nine years (the expected life of the joint venture). The Company's accretion during the three months ended March 31, 2023 and 2022 both totaled approximately $32 thousand each, respectively, and is included in income from equity investment in foreign joint venture in the accompanying Condensed Consolidated Statements of Operations. The remaining basis difference, net of accumulated accretion at March 31, 2023 and December 31, 2022 is summarized in the following table (in thousands):
| | | | | | | | | | | |
| March 31, 2023 | | December 31, 2022 |
Original basis difference | $ | 1,165 | | | $ | 1,165 | |
Less accumulated accretion | (475) | | | (443) | |
Net remaining basis difference at end of period | $ | 690 | | | $ | 722 | |
In accordance with our long-lived asset policy, when events or circumstances indicate the carrying amount of an asset may not be recoverable, management tests long-lived assets for impairment. If the estimated future cash flows are projected to be less than the carrying amount, an impairment write-down (representing the carrying amount of the long-lived asset which exceeds the present value of estimated expected future cash flows) would be recorded as a period expense. In making this evaluation, a variety of quantitative and qualitative factors are considered including national and local economic, political and market conditions, industry trends and prospects, liquidity and capital resources and other pertinent factors. Based on this evaluation for this reporting period, the Company does not believe an impairment of our investment in BOMAY is necessary for the period ending March 31, 2023.
8. ACCRUED LIABILITIES
The Company’s accrued liabilities at March 31, 2023 and December 31, 2022 consisted of the following (in thousands):
| | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
Compensation and benefits | | $ | 1,709 | | | $ | 3,111 | |
Professional fees | | 421 | | | 454 | |
LNG fuel and transportation | | 3,387 | | | 6,549 | |
Accrued interest | | 33 | | | 33 | |
Customer deposits and prepayments | | 1,406 | | | 8,456 | |
Other taxes payable | | 552 | | | 701 | |
Other accrued liabilities | | 3,173 | | | 338 | |
Total accrued liabilities | | $ | 10,681 | | | $ | 19,642 | |
9. DEBT
The Company’s carrying value of debt, net of debt issuance costs at March 31, 2023 and December 31, 2022 consisted of the following (in thousands):
| | | | | | | | | | | | | | |
| | March 31, 2023 | | December 31, 2022 |
Secured term note, net of debt issuance costs | | $ | 8,661 | | | $ | 8,650 | |
Secured promissory note - related party | | 1,839 | | | 2,435 | |
Insurance and other notes payable | | 489 | | | 848 | |
Less: amounts due within one year | | (2,328) | | | (3,283) | |
Total long-term debt | | $ | 8,661 | | | $ | 8,650 | |
Secured Term Note
On April 8, 2021, the Company entered into a loan agreement (the “Loan Agreement”) with AmeriState Bank (“Lender”), to provide for an advancing loan facility in the aggregate principal amount of up to $10.0 million (the “AmeriState Loan”), of which $9.0 million was drawn and outstanding as of March 31, 2023. The AmeriState Loan, which is in the form of a term loan facility, matures on April 8, 2031 and bears interest at 5.75% per annum through April 8, 2026, and the U.S. prime lending rate plus 2.5% per annum thereafter. The AmeriState Loan provides that proceeds from borrowings may be used for working capital purposes at the Company’s liquefaction plant in George West, Texas and related fees and costs associated with the AmeriState Loan. The Loan Agreement is secured by specific equipment owned by the Company.
Upon an Event of Default (as defined in the Loan Agreement), the Lender may (i) terminate its commitment, (ii) declare the outstanding principal amount of the Advancing Notes (as defined in the Loan Agreement) due and payable, or (iii) exercise all rights and remedies available to Lender under the Loan Agreement.
The Loan Agreement requires the Company to meet certain financial covenants which include a debt-to-net-worth ratio of not more than 9.1 to 1.0 and a debt service coverage ratio of not less than 1.2 to 1.0 on an annual basis beginning December 31, 2022. The Company was in compliance with all of its debt covenants as of March 31, 2023.
Secured Promissory Note - Related Party
On August 16, 2019, the Company issued a Secured Promissory Note to MG Finance Co., Ltd., a related party, in the principal amount of $5.0 million, which was subsequently amended to defer scheduled debt and interest payments and lower the interest rate from 12.0% to 6.0%. Repayments under the amendment are in equal monthly installments through December 2023. As of March 31, 2023, the outstanding balance is $1.8 million. The debt is secured by certain equipment of the Company. See Note 10 - Related Party Transactions.
Insurance Notes Payable
The Company finances its annual commercial insurance premiums for its business and operations with a finance company. The dollar amount financed was $1.2 million for the policy. The outstanding principal balance on the premium finance note was $0.8 million at December 31, 2022 and $0.5 million at March 31, 2023. The Company makes equal monthly payments of principal and interest over the term of the notes which are generally 10 months or 11 months in term. The interest rate for the insurance policy is 6.31%.
10. RELATED PARTY TRANSACTIONS
Secured Promissory Note - Related Party
Casey Crenshaw is the beneficial owner of 50% of The Modern Group and is deemed to jointly control The Modern Group with family members. The Company has a secured promissory note payable with MG Finance Co., Ltd, a subsidiary of The Modern Group. See additional discussion in Note 9.
Other Purchases and Sales
The Company purchases supplies and services from subsidiaries of The Modern Group. The Company made purchases of supplies and services totaling $0.1 million and $48 thousand for the three months ended March 31, 2023 and 2022, respectively. Office rent of $15 thousand was paid to The Modern Group during both the three months ended March 31, 2023 and 2022. As of March 31, 2023 and December 31, 2022, the Company had $31 thousand and $0.1 million, respectively, due to a subsidiary of The Modern Group included in accounts payable on the Condensed Consolidated Balance Sheets.
Chart E&C beneficially owns 8.0% of our outstanding common stock at March 31, 2023. The Company made no purchases from Chart E&C for the three months ended March 31, 2023 and made purchase from Chart E&C of $45 thousand for the three months ended March 31, 2022. The Company had no receivable due from Chart at March 31, 2023 or December 31, 2022. As of March 31, 2023 the Company had no amounts due to Chart E&C; however does have a commitment for the future delivery of equipment during 2023 totaling $0.6 million. At December 31, 2022, the Company had $0.5 million due to Chart E&C included in accounts payable on the Condensed Consolidated Balance Sheets.
11. COMMITMENTS AND CONTINGENCIES
Environmental Matters
The Company is subject to federal, state and local environmental laws and regulations. The Company does not anticipate any expenditures to comply with such laws and regulations that would have a material impact on the Company’s condensed consolidated financial position, results of operations or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state and local environmental laws and regulations.
Litigation, Claims and Contingencies
The Company may become party to various legal actions that arise in the ordinary course of its business. The Company is also subject to audit by tax and other authorities for varying periods in various federal, state and local jurisdictions, and disputes
may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these lawsuits, claims, proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If these matters were to ultimately be resolved unfavorably, it is possible that such an outcome could have a material adverse effect upon the Company’s consolidated financial position, results of operations, or liquidity. The Company does not, however, anticipate such an outcome and it believes the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. Additionally, the Company currently expenses all legal costs as they are incurred.
12. STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION
The Company includes stock compensation expense within general and administrative expenses in the Condensed Consolidated Statements of Operations. During the three months ended March 31, 2023 and 2022, the Company recognized $0.6 million and $0.5 million of stock compensation expense, respectively.
The Company has a long term incentive plan (the “Amended and Restated Plan”) which provides for a maximum number of shares of common stock available for issuance of 4,000,000 shares. Awards under the Amended and Restated Plan may be granted to employees, officers and directors of the Company and affiliates, and any other person who provides services to the Company and its affiliates (including independent contractors and consultants of the Company and its subsidiaries). Awards may be granted in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, substitute awards, other stock-based awards, cash awards and/or any combination of the foregoing. No participant may receive a grant covering more than 2,000,000 shares of our common stock in any year and a non-employee member of the Board may not be granted more than 100,000 shares in any year.
Issuances of Common Stock
During the three months ended March 31, 2023, and 2022, shares of common stock were issued upon vesting of restricted stock units of 13,587 and 501,334, respectively. There were no stock options exercised during the three months ended March 31, 2023 or 2022.
13. NET INCOME (LOSS) PER SHARE
The calculation of net income (loss) per common share including the number of shares for both basic and diluted net income (loss) per share is as follows (in thousands, except share and per share data):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | | 2023 | | 2022 |
Weighted average shares: | | | | | | | | |
Basic weighted average number of common shares outstanding | | | | | | 18,426,408 | | | 18,191,446 | |
Dilutive securities (1),(2) | | | | | | 91,509 | | | — | |
Total shares including dilutive securities | | | | | | 18,517,917 | | | 18,191,446 | |
| | | | | | | | |
Net income (loss): | | | | | | | | |
Net income (loss) from continuing operations | | | | | | $ | 1,084 | | | $ | (359) | |
Loss from discontinued operations, net of income tax | | | | | | — | | | (47) | |
Net income (loss) | | | | | | $ | 1,084 | | | $ | (406) | |
| | | | | | | | |
Net income (loss) per common share: | | | | | | | | |
Basic income (loss) per common share: | | | | | | | | |
Basic net income (loss) per common share from continuing operations | | | | | | $ | 0.06 | | | $ | (0.02) | |
Basic loss per common share from discontinued operations | | | | | | — | | | — | |
Basic net income (loss) per common share | | | | | | 0.06 | | | (0.02) | |
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Diluted income (loss) per common share: | | | | | | | | |
Diluted net income (loss) per common share from continuing operations | | | | | | $ | 0.06 | | | $ | (0.02) | |
Diluted loss per common share from discontinued operations | | | | | | — | | | — | |
Diluted net income (loss) per common share | | | | | | 0.06 | | | (0.02) | |
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(1)Dilutive securities include the dilutive effect of incremental shares for unvested restricted stock units ("RSUs") and unexercised stock options from the Company's stock-based compensation awards. The dilutive RSUs and stock options are calculated under the treasury stock method. For the three months ended March 31, 2023, 2,074,505 of stock options were excluded from dilutive shares because their effect would be anti-dilutive, and 105,843 of RSUs were excluded.
(2)The Company had no dilutive securities for the three months ended March 31, 2022 since the Company incurred net losses for both continuing and discontinued operations for these periods and inclusion would be antidilutive.
14. SUPPLEMENTAL CASH FLOW INFORMATION
The Company's supplemental disclosure of cash flow information for the three months ended March 31, 2023 and 2022 is as follows (in thousands):
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| | Three Months Ended March 31, |
Supplemental Disclosure of Cash Flow Information: | | 2023 | | 2022 |
Interest paid | | $ | 182 | | | $ | 181 | |
Income taxes paid | | — | | | (14) | |
Significant non-cash investing and financing activities: | | | | |
Equipment acquired from issuance of note payable | | — | | | 359 | |
Acquisition of fixed assets included within accounts payable and accrued expenses | | 3,000 | | | 170 | |
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