Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 05, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35947 | |
Entity Registrant Name | Star Equity Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0145723 | |
Entity Address, Address Line One | 53 Forest Ave., Suite 101, | |
Entity Address, City or Town | Old Greenwich | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06870 | |
City Area Code | 203 | |
Local Phone Number | 489-9500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Outstanding | 15,025,295 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Central Index Key | 0000707388 | |
Common Stock, par value $0.0001 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | STRR | |
Security Exchange Name | NASDAQ | |
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | |
Trading Symbol | STRRP | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total revenues | $ 25,049 | $ 22,354 |
Cost of revenues: | ||
Total cost of revenues | 20,386 | 19,277 |
Gross profit | 4,663 | 3,077 |
Operating expenses: | ||
Selling, general and administrative | 6,788 | 5,055 |
Amortization of intangible assets | 430 | 438 |
Gain on sale of MD Office Solutions | 0 | (847) |
Total operating expenses | 7,218 | 4,646 |
Loss from operations | (2,555) | (1,569) |
Other (expense) income: | ||
Other (expense) income, net | (6) | 35 |
Interest expense, net | (190) | (272) |
Gain on forgiveness of PPP loans | 0 | 1,220 |
Total other (expense) income | (196) | 983 |
Loss from continuing operations before income taxes | (2,751) | (586) |
Income tax provision | (950) | (2) |
Loss from continuing operations, net of tax | (3,701) | (588) |
Income from discontinued operations, net of tax | 0 | 6,020 |
Net (loss) income | (3,701) | 5,432 |
Deemed dividend on Series A perpetual preferred stock | (479) | (479) |
Net (loss) income attributable to common shareholders | $ (4,180) | $ 4,953 |
Net income (loss) per share—basic and diluted | ||
Net loss per share, continuing operations, basic (usd per share) | $ (0.29) | $ (0.12) |
Net loss per share, continuing operations, diluted (usd per share) | (0.29) | (0.12) |
Net income per share, discontinued operations, basic (usd per share) | 0 | 1.22 |
Net income per share, discontinued operations, diluted (usd per share) | 0 | 1.22 |
Net (loss) income per share - basic (usd per share) | (0.29) | 1.10 |
Net (loss) income per share - diluted (usd per share) | (0.29) | 1.10 |
Dividends declared per common share (in usd per share) | (0.04) | (0.10) |
Net (loss) income per share, attributable to common shareholders— basic (usd per share) | (0.33) | 1.01 |
Net (loss) income per share, attributable to common shareholders— diluted (usd per share) | $ (0.33) | $ 1.01 |
Weighted-average shares outstanding - diluted (in shares) | 12,669 | 4,916 |
Weighted-average shares outstanding - basic (in shares) | 12,669 | 4,916 |
Dividends declared per Series A perpetual preferred stock (usd per share) | $ 0.25 | $ 0 |
Healthcare | ||
Revenues: | ||
Total revenues | $ 13,418 | $ 13,307 |
Cost of revenues: | ||
Total cost of revenues | 10,242 | 10,709 |
Construction | ||
Revenues: | ||
Total revenues | 11,631 | 9,047 |
Cost of revenues: | ||
Total cost of revenues | 10,045 | 8,503 |
Investments | ||
Cost of revenues: | ||
Total cost of revenues | $ 99 | $ 65 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 15,035 | $ 4,538 |
Restricted cash | 385 | 278 |
Investments | 1,182 | 713 |
Accounts receivable, net of allowances of $1.2 million and $0.8 million, respectively | 15,910 | 15,811 |
Inventories, net | 10,287 | 8,525 |
Other current assets | 1,977 | 1,998 |
Total current assets | 44,776 | 31,863 |
Property and equipment, net | 8,853 | 8,918 |
Operating lease right-of-use assets, net | 5,346 | 4,494 |
Intangible assets, net | 14,642 | 15,072 |
Goodwill | 6,046 | 6,046 |
Other assets | 1,528 | 1,659 |
Total assets | 81,191 | 68,052 |
Current liabilities: | ||
Accounts payable | 5,196 | 4,277 |
Accrued liabilities | 3,608 | 2,445 |
Accrued compensation | 3,192 | 3,051 |
Accrued warranty | 420 | 569 |
Billings in excess of costs and estimated profit | 15 | 312 |
Deferred revenue | 2,975 | 2,457 |
Short-term debt | 13,334 | 12,869 |
Operating lease liabilities | 1,422 | 1,253 |
Finance lease liabilities | 559 | 588 |
Total current liabilities | 30,721 | 27,821 |
Deferred tax liabilities | 998 | 72 |
Operating lease liabilities, net of current portion | 3,996 | 3,299 |
Finance lease liabilities, net of current portion | 639 | 706 |
Other liabilities | 386 | 412 |
Total liabilities | 36,740 | 32,310 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Common stock, $0.0001 par value: 30,000,000 shares authorized; 15,029,410 and 5,805,916 shares issued and outstanding (net of treasury shares) at March 31, 2022 and December 31, 2021, respectively | 1 | 0 |
Treasury stock, at cost; 258,849 shares at March 31, 2022 and December 31, 2021, respectively | (5,728) | (5,728) |
Additional paid-in capital | 162,860 | 150,451 |
Accumulated deficit | (131,670) | (127,969) |
Total stockholders’ equity | 25,463 | 16,754 |
Total liabilities, mezzanine equity and stockholders’ equity | 81,191 | 68,052 |
Series A Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock | 18,988 | 18,988 |
Series C Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for credit loss, current | $ 1.2 | $ 0.8 |
Liquidation preference (usd per share) | $ 10 | |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, issued (in shares) | 15,029,410 | 5,805,916 |
Common stock, outstanding (in shares) | 15,029,410 | 5,805,916 |
Treasury stock (in shares) | 258,849 | 258,849 |
Series A Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, liquidation preference (in shares) | 8,000,000 | 8,000,000 |
Liquidation preference (usd per share) | $ 10 | $ 10 |
Preferred stock, shares issued (in shares) | 1,915,637 | 1,915,637 |
Preferred stock, outstanding (in shares) | 1,915,637 | 1,915,637 |
Series C Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000 | 25,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||||
Net (loss) income | $ (3,701) | $ 5,432 | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Depreciation | 471 | 471 | ||
Amortization of intangible assets | 430 | 438 | ||
Non-cash lease expense | 199 | 584 | ||
Provision for bad debt, net | 300 | 359 | ||
Stock-based compensation | 144 | 131 | ||
Gain on disposal of discontinued operations | 0 | (5,224) | ||
Amortization of loan issuance costs | 37 | 50 | ||
Write-off of borrowing costs | 0 | 130 | $ (4,200) | $ (2,500) |
Gain on disposal of MD Office Solutions | 0 | (847) | ||
(Gain) loss on sale of assets | (96) | 34 | ||
Gain on Paycheck Protection Program loan forgiveness | 0 | (1,220) | ||
Deferred income taxes | 926 | 0 | ||
Unrealized loss (gain) of equity securities and lumber derivatives | 584 | (23) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (397) | (2,476) | ||
Inventories | (1,762) | (51) | ||
Investments and other assets | 144 | (782) | ||
Accounts payable | 919 | 258 | ||
Accrued compensation | 142 | 1,075 | ||
Deferred revenue and billings in excess of costs and estimated profit | 220 | 119 | ||
Operating lease liabilities | (185) | (597) | ||
Other liabilities | 989 | (93) | ||
Net cash used in operating activities | (636) | (2,232) | ||
Investing activities | ||||
Purchases of property and equipment | (366) | (449) | ||
Proceeds from sale of discontinued operations | 0 | 18,750 | ||
Proceeds from sale of property and equipment | 112 | 14 | ||
Purchases of equity securities | (1,070) | 0 | ||
Proceeds from sales of equity securities | 14 | 0 | ||
Net cash (used in) provided by investing activities | (1,310) | 18,315 | ||
Financing activities | ||||
Proceeds from borrowings | 25,186 | 32,088 | ||
Repayment of debt | (24,748) | (38,495) | ||
Proceeds from the sale of common stock, warrants, and exercise of over allotment options | 13,198 | 0 | ||
Fees paid on issuance of common stock | (450) | 0 | ||
Proceeds from the exercise of warrants | 0 | 493 | ||
Taxes paid related to net share settlement of equity awards | (3) | (6) | ||
Repayment of obligations under finance leases | (154) | (260) | ||
Preferred stock dividends paid | (479) | 0 | ||
Net cash provided by (used in) financing activities | 12,550 | (6,180) | ||
Net increase in cash, cash equivalents, and restricted cash including cash classified within current assets held for sale | 10,604 | 9,903 | ||
Less: net increase in cash classified within current held for sale | 0 | (47) | ||
Net increase in cash, cash equivalents, and restricted cash | 10,604 | 9,950 | ||
Cash, cash equivalents, and restricted cash at beginning of period | 4,816 | 3,393 | 3,393 | |
Cash, cash equivalents, and restricted cash at end of period | 15,420 | 13,343 | 4,816 | 3,393 |
Reconciliation of cash, cash equivalents, and restricted cash at end of year | ||||
Cash and cash equivalents | 15,035 | 13,175 | 4,538 | |
Restricted cash | 385 | 168 | 278 | |
Cash, cash equivalents, and restricted cash at end of period | 15,420 | 13,343 | $ 4,816 | $ 3,393 |
Non-Cash Investing Activities | ||||
MD Office Solutions Promissory Note Receivable | 0 | 1,385 | ||
Non-Cash Financing Activities | ||||
Gain on Paycheck Protection Program Loan Forgiveness | $ 0 | $ 1,220 |
STAR EQUITY HOLDINGS, INC. COND
STAR EQUITY HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Perpetual Preferred Stock | Common stock | Treasury Stock | Additional paid-in capital | Accumulated deficit |
Beginning balance (shares) at Dec. 31, 2020 | 1,916 | 4,798 | ||||
Beginning balance at Dec. 31, 2020 | $ 18,429 | $ 21,500 | $ 0 | $ (5,728) | $ 149,143 | $ (124,986) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 131 | 131 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes (in shares) | 3 | |||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | (5) | (5) | ||||
Accrued dividends on redeemable preferred stock | (479) | $ 479 | (479) | |||
Proceeds from exercise of warrants (in shares) | 220 | |||||
Proceeds from the exercise of warrants | 493 | 493 | ||||
Net (loss) income | 5,432 | 5,432 | ||||
Ending balance (shares) at Mar. 31, 2021 | 1,916 | 5,021 | ||||
Ending balance at Mar. 31, 2021 | 24,001 | $ 21,979 | $ 0 | (5,728) | 149,283 | (119,554) |
Beginning balance (shares) at Dec. 31, 2021 | 1,916 | 5,805 | ||||
Beginning balance at Dec. 31, 2021 | 16,754 | $ 18,988 | $ 0 | (5,728) | 150,451 | (127,969) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 144 | 144 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes (in shares) | 49 | |||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | (3) | (3) | ||||
Accrued dividends on redeemable preferred stock | (479) | 479 | (479) | |||
Preferred stock dividends paid | 0 | $ (479) | ||||
Equity issuance costs | (450) | (450) | ||||
Proceeds from sale and exercise of common stock, over allotment options and warrants (in shares) | 9,175 | |||||
Proceeds from the sale of common stock, warrants, and exercise of over allotment options | 13,198 | $ 1 | 13,197 | |||
Net (loss) income | (3,701) | (3,701) | ||||
Ending balance (shares) at Mar. 31, 2022 | 1,916 | 15,029 | ||||
Ending balance at Mar. 31, 2022 | $ 25,463 | $ 18,988 | $ 1 | $ (5,728) | $ 162,860 | $ (131,670) |
Basis of Presentation and Signi
Basis of Presentation and Significant Policies | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Policies | Basis of Presentation and Significant Policies Basis of Presentation The unaudited condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) instructions for Quarterly Reports on Form 10-Q. Accordingly, the condensed consolidated financial statements are unaudited and do not contain all the information required by U.S. generally accepted accounting principles (“GAAP”) to be included in a full set of financial statements. The unaudited condensed consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for a complete set of financial statements. The audited consolidated financial statements for our fiscal year ended December 31, 2021, filed with the SEC on Form 10-K on March 31, 2022, include a summary of our significant accounting policies and should be read in conjunction with this Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations, cash flows, and balance sheets for such periods have been included in this Form 10-Q. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of operations for the entire year. The Company and Discontinued Operations On March 31, 2021, Star Equity Holdings, Inc. (“Star Equity,” the “Company,” “we,” or “our”), a diversified holding company with three divisions: Healthcare, Construction, and Investments, announced the completion of the sale of DMS Health Technologies, Inc., a North Dakota corporation and wholly owned indirect subsidiary of Star Equity (“DMS Health”), for $18.75 million in cash, as originally announced on November 3, 2020 (the “DMS Sale Transaction”). The assets and liabilities of DMS Health were previously classified as held for sale and the results of DMS Health’s operations were presented as a discontinued operations in our previously issued financial statements. Unless otherwise noted, discussion within these notes to the condensed consolidated financial statements relates to continuing operations. Refer to Note 2. Discontinued Operations for additional information. Mezzanine Equity Pursuant to the Certificate of Designations, Rights and Preferences of 10% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) of Star Equity (formerly Digirad Corporation) (the “Certificate of Designations”), upon a Change of Control Triggering Event, as defined in the Certificate of Designations, holders of the Series A Preferred Stock may require the Company to redeem the Series A Preferred Stock at a price of $10.00 per share, plus any accumulated and unpaid dividends (a “Change of Control Redemption”). As this redemption feature of the shares is not solely within the control of the Company, the Series A Preferred Stock does not qualify as permanent equity and has been classified as mezzanine or temporary equity. Series A Preferred Stock is not redeemable and it was not probable that our Series A Preferred Stock would become redeemable as of March 31, 2022 and 2021. Therefore, we are not currently required to accrete the Series A Preferred Stock to its redemption value. In addition to a Change of Control Redemption, the Certificate of Designations also provides that we may redeem (at our option, in whole or in part) the Series A Preferred Stock following the fifth anniversary of issuance of the Series A Preferred Stock, at a cash redemption price of $10.00 per share, plus any accumulated and unpaid dividends. On February 25, 2022, our board of directors declared a cash dividend to holders of our Series A Preferred Stock of $0.25 per share, for an aggregate amount of approximately $0.5 million. The record date for this dividend was March 1, 2022, and the payment date was March 10, 2022. Refer to preferred stock dividends discussed in Note 13. Perpetual Preferred Stock. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and settlement of obligations in the normal course of business. We incurred losses from continuing operations, net of income taxes, of approximately $3.7 million and $0.6 million for the three months ended March 31, 2022 and 2021, respectively. We have an accumulated deficit of $131.7 million and $128.0 million as of March 31, 2022 and December 31, 2021, respectively. Net cash used in operations was $0.6 million for the three months ended March 31, 2022, compared to net cash used in operations of $2.2 million for the same period in 2021. We will likely need to secure additional financing in the future to accomplish our business plan over the next several years and there can be no assurance on the availability or terms upon which such financing and capital might be available at that time. As of March 31, 2022, cash and cash equivalents increased to $15.0 million from $4.5 million as of December 31, 2021. At March 31, 2022, we had approximately $13.3 million in debt outstanding. All of our debt is categorized as short-term on our condensed Consolidated Balance Sheets. For more detail, see Note 8. Debt . The Company’s loan pursuant to the SNB Loan Agreement (as defined below) (the “SNB Loan”) with Sterling National Bank, a national banking association as lender (“Sterling” or “SNB”), which has a current balance owed of $7.3 million, supports our Healthcare business. On February 1, 2022, Sterling became part of Webster Bank, N.A. (“Webster”), and Webster became successor in interest to the SNB Loan Agreement. While the SNB Loan matures in 2024, GAAP rules require that the outstanding balance be classified as short-term debt. This is due to both the automatic sweep feature embedded in the traditional lockbox arrangement and the subjective acceleration clause in the SNB Loan Agreement. As of March 31, 2022, we were not in compliance with covenants in the SNB Loan Agreement related to our Healthcare division and we have not yet obtained a waiver from Webster for these financial covenant breaches. We are currently in negotiations to avoid a default. While we do not believe we will be required to pay down the current balance, our current cash is sufficient to repay the SNB Loan in full. Upon the occurrence and during the continuation of an event of default under the SNB Loan Agreement, Webster may, among other things, declare the loans and all other obligations under the SNB Loan Agreement immediately due and payable and increase the interest rate at which loans and obligations under the SNB Loan Agreement bear interest. Management has concluded that this forecasted violation raises substantial doubt about our ability to continue as a going concern within twelve months after the date that financial statements are issued, if we are not able to restructure those agreements or receive a waiver for non-compliance with our covenants. Our financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. Management is taking a number of steps to avoid these breaches and/or restructure the covenants within these agreements. These steps include improving our operations, considering additional or alternative financing arrangements, and negotiating with current lenders to amend our covenants. While we believe that we maintain strong transparency and relationships with our lenders, there can be no assurance that we will be successful in these efforts. As of March 31, 2022, we had $5.0 million outstanding on our two Construction division revolvers with Gerber Finance, Inc. (“Gerber”). As of December 31, 2021, we were not in compliance with our bi-annual covenants on either of these Gerber facilities. However, we have obtained waivers from Gerber covering the measurement period ending June 30, 2022. While Gerber has historically provided us with such waivers, when needed, there is no assurance that we will be able to receive waivers for covenant violations in the future. On January 31, 2020, we and certain of our Investments subsidiaries entered into a Loan and Security Agreement with Gerber (as amended, the “Star Loan Agreement”), which provides for a credit facility with borrowing availability of up to $2.5 million, bearing interest at the prime rate plus 3.5% per annum, and matures on January 1, 2025, unless terminated in accordance with the terms therein (the “Star Loan”). We currently have $1.0 million outstanding on the Star Loan, on which we are and historically have been making timely payments in full compliance with all covenants. Related party notes of $2.3 million that were outstanding as of December 31, 2020 were fully paid off on April 1, 2021 using proceeds from the DMS Sale Transaction. On January 24, 2022, we closed an underwritten public offering (the “2022 Public Offering”), and gross proceeds, before deducting underwriting discounts and offering expenses and excluding any proceeds we may receive upon exercise of the common warrants, were $14.3 million and net proceeds were $12.7 million. Refer to Note 14. Equity Transactions for details. In the first quarter of 2022, we declared and made $0.5 million preferred stock dividend payment. In the second quarter of 2022, we declared a $0.5 million preferred stock dividend payment. Refer to Note 13. Perpetual Preferred Stock and Note 17. Subsequent Events for details. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and disclosures made in the accompanying notes to the condensed consolidated financial statements. Significant estimates and judgments include those related to revenue recognition, goodwill valuation, and income taxes. Actual results could materially differ from those estimates. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 and Topic 842. Pursuant to ASC 606, Revenue from Contracts with Customers , we recognize revenue when a customer obtains control of promised goods or services. We record the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company has elected to use the practical expedient under ASC 606 to exclude disclosures of unsatisfied remaining performance obligations for (i) contracts having an original expected length of one year or less or (ii) contracts for which the practical expedient has been applied to recognize revenue at the amount for which it has a right to invoice. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The majority of our contracts have a single performance obligation, as we provide a series of distinct goods or services that are substantially the same and are transferred with the same pattern to the customer. For contracts with multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue recognition is evaluated on a contract by contract basis. Performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time if we have an enforceable right to payment. Determining if there is an enforceable right to payment is assessed on a contract by contract basis. For contracts requiring over time revenue recognition, the selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We use a cost-based input measurement of progress because it best depicts the transfer of assets to the customer, which occurs as costs are incurred during the manufacturing process or as services are rendered. Under the cost-based measure of progress, the extent of progress towards completion is measured based on the costs incurred to date. Our products are generally not sold with a right of return and the Company does not provide significant credits or incentives, which may be variable consideration when estimating the amount of revenue to be recognized. Healthcare Services Revenue Recognition. We generate service revenue primarily from providing diagnostic services to our customers. Service revenue within our Healthcare reportable segment is derived from providing our customers with contract diagnostic services, which includes use of our imaging systems, qualified personnel, radiopharmaceuticals, licensing, logistics and related items required to perform testing in their own offices. We bill customers either on a per-scan or fixed-payment methodology, depending upon the contract that is negotiated with the customer. Within our Healthcare segment, we also rent cameras to healthcare customers for use in their operations. Rental revenues are structured as either a weekly or monthly payment arrangement, and are recognized in the month rental assets are provided. Revenue related to provision of our services is recognized at the time services are performed. Healthcare Product and Product-Related Revenue Recognition. We generate revenue from product and product-related sales, primarily from the sale of gamma cameras, accessories, and radiopharmaceuticals doses. Healthcare product revenues are generated from the sale of internally developed solid-state gamma camera imaging systems and post-warranty camera maintenance service contracts. Revenue from sales of imaging systems is generally recognized at point in time upon delivery of systems and acceptance by customers. We also provide installation services and training on cameras sold, primarily in the United States. Installation and initial training is generally performed shortly after delivery and the revenue related to the provision of these services is recognized at the time services are performed. Neither installation nor training is essential to the functionality of the product. Finally, we offer camera maintenance service contracts that are sold beyond the term of the initial warranty, generally one year from the date of purchase. Revenue from these service contracts is deferred and recognized ratably over the period of the obligation. We offer time and material services and record revenue when service is performed. Radiopharmaceuticals doses revenue, generated by Healthcare, is generally recognized when delivered to the customer. Construction Revenue Recognition. Within the Construction division, we service residential and commercial construction projects by manufacturing modular housing units and other products and supply general contractors with building materials. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion Billings in excess of costs and estimated earnings. We recognize billings in excess of costs and estimated earnings on uncompleted contracts are current liabilities, which relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated earnings on uncompleted contracts are not considered to be a significant financing component because they are generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are classified in deferred revenue in the condensed Consolidated Balance Sheets. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. Contract Costs. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs mainly include the internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the revenue is recognized. Deferred Revenue We record deferred revenue when cash payments are received in advance of our performance. We have determined our contracts do not include a significant financing component. The majority of our deferred revenue relates to payments received on camera support post-warranty service contracts, which are billed at the beginning of the contract period or at periodic intervals (e.g., monthly, quarterly, or annually). Leases Lessee Accounting We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and operating lease liabilities, net of current portion in our condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit discount rate when readily determinable; however, as most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease valuation may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We elected not to separate lease and non-lease components of its operating leases in which it is the lessee and lessor. Additionally, we elected not to recognize right-of-use assets and leases liabilities that arise from short-term leases of twelve months or less. Lessor Accounting The majority of the lease income of the Healthcare division comes from camera rentals and the lease income of the Construction division comes from the rental of the Waterford facility to a commercial tenant. We determine lease classification at the commencement date. Leases not classified as sales-type or direct financing leases are classified as operating leases. The primary accounting criteria we use for lease classification are (a) review to determine if the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, (b) review to determine if the lease grants the lessee a purchase option that the lessee is reasonably certain to exercise, (c) determine, using a seventy-five percent or more threshold, if the lease term is for a major part of the remaining economic life of the underlying asset (however, we do not use this classification criterion when the lease commencement date falls within the last 25 percent of the total economic life of the underlying asset) and (d) determine, using a 90 percent or more threshold, if the present value of the sum of the lease payments and any residual value guarantees equal or exceeds substantially all of the fair value of the underlying asset. We do not lease equipment of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Each of our leases is classified as an operating lease. We elected the operating lease practical expedient for its leases to not separate non-lease components of regular maintenance services from associated lease components. This practical expedient is available when both of the following are met: (i) the timing and pattern of transfer of the non-lease components and associated lease component are the same and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Property taxes paid by the lessor that are reimbursed by the lessee are considered to be lessor costs of owning the asset, and are recorded gross with revenue included in other non-interest income and expense recorded in operating expenses. We selected a lessor accounting policy election to exclude from revenue and expenses sales taxes and other similar taxes assessed by a governmental authority on lease revenue-producing transactions and collected by the lessor from a lessee. Operating lease equipment is carried at cost less accumulated depreciation. Operating lease equipment is depreciated to its estimated residual value using the straight-line method over the lease term or estimated useful life of the asset. Rental revenue on operating leases is recognized on a straight-line basis over the lease term unless collectability is not probable. In these cases, rental revenue is recognized as payments are received. Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. We limit our exposure to credit loss by generally placing cash in high credit quality financial institutions. Cash balances are maintained primarily at major financial institutions in the United States and a portion of which exceed the regulatory limit of $250,000 insured by the Federal Deposit Insurance Corporation (FDIC). We have not experienced any credit losses associated with our cash balances. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. Variable Interest Entities We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”). We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the significant losses or benefits. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary. Reclassification PPP Loan forgiveness reclassification has been made to the prior period financial statements to conform to the current year financial statement presentation of the condensed Consolidated Statements of Operations. This change did not impact previously reported net loss, loss per share, stockholders’ equity, total assets or the condensed Consolidated Statements of Cash Flows. Finance Lease liabilities and Investments reclassifications have been made to the prior period financial statements to conform to the current year financial statement presentation of the condensed Consolidated Balance Sheets. These changes did not impact previously reported net (loss) income, (loss) income per share, stockholders’ equity, total liabilities, total assets or the condensed Consolidated Statements of Cash Flows. New Accounting Standards To Be Adopted In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. This update is effective for annual periods beginning after December 15, 2022, and interim periods within those periods, and early adoption is permitted. We expect to adopt the standard on its effective date in the first quarter of 2023. We believe the adoption will modify the way we analyze financial instruments, but currently do not expect the adoption to have a material financial impact on our condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), to temporarily ease the potential burden in accounting for reference rate reform. The standard provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The guidance generally can be applied through December 31, 2022. We will monitor our contracts and transactions for potential application of this ASU. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2021 (or December 15, 2023 for companies who meet the SEC definition of Smaller Reporting Companies), and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition. Early adoption is permitted. The Company early adopted this standard on January 1, 2021 by applying the modified retrospective approach. There was no cumulative-effect transition adjustment required to the opening balance of accumulated deficit upon the adoption of this standard. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On October 30, 2020, Star Equity entered into a Stock Purchase Agreement (the “DMS Purchase Agreement”) between the Company (“Seller”), DMS Health, and Knob Creek Acquisition Corp., a Tennessee corporation (“Buyer”), pursuant to which the Buyer purchased all of the issued and outstanding common stock of DMS Health, which operated our Mobile Healthcare business unit, from Seller. The purchase price under the DMS Purchase Agreement was $18.75 million in cash, subject to certain adjustments, including a working capital adjustment. We deemed the disposition of the Mobile Healthcare business unit to represent a strategic shift that will have a major effect on our operations and financial results. For the year ended December 31, 2021, the Mobile Healthcare business met the criteria to be classified as held for sale. This segment is reported on the condensed Consolidated Statements of Operations as discontinued operations and on the condensed Consolidated Balance Sheets as Assets and Liabilities held for sale. In January, 2022, we received an immaterial amount of net escrow settlement. In April 2021, DMS Health contracted Digirad Imaging Solutions for a term of three years to purchase radiopharmaceuticals doses, resulting in $0.4 million of revenues for the three months ended March 31, 2022. We allocated a portion of interest expense to discontinued operations since the proceeds received from the sale were required to be used to pay down outstanding borrowings under our revolving credit facility under the SNB Loan Agreement. The allocation was based on the ratio of assets generated based on the borrowing capacity to total borrowings capacity for the period. In addition, certain general and administrative costs related to corporate and shared service functions previously allocated to the mobile healthcare reportable segment are included in discontinued operations. The following table presents financial results of DMS Health for the three months ended March 31, 2021. There have been no activities for the three months ended March 31, 2022 (in thousands): Three Months Ended March 31, 2021 Total revenues $ 9,490 Total cost of revenues 6,973 Gross profit 2,517 Operating expenses: Selling, general and administrative 1,469 Total operating expenses 1,469 Income from discontinued operations 1,048 Interest expense, net (180) Gain on sale of discontinued operations 5,224 Income from discontinuing operations before income taxes 6,092 Income tax expense (72) Income from discontinuing operations $ 6,020 There have been no activities for the three months ended March 31, 2022. The following table presents the significant non-cash operating, investing and financing activities from discontinued operations for the three months ended March 31, 2021 (in thousands): Three Months Ended March 31, 2021 Operating activities Depreciation $ 8 Non-cash lease expense 256 Write-off of borrowing costs 130 Gain on sale of DMS discontinued operations (5,224) Investing activities Purchase of property and equipment (154) Proceeds from sale of discontinued operations 18,750 Proceeds from sale of property and equipment 3 Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the three months ended March 31, 2021 (in thousands): Estimated proceeds of the disposition, net of transaction costs $ 18,750 Assets of the businesses (20,920) Liabilities of the businesses 7,712 Transaction expenses (318) Pre-tax gain on the disposition $ 5,224 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following tables present our revenues for the three months ended March 31, 2022 and 2021, disaggregated by major source (in thousands): Three Months Ended March 31, 2022 Healthcare Construction Total Major Goods/Service Lines Mobile Imaging $ 10,518 $ — $ 10,518 Camera 1,132 — 1,132 Camera Support 1,679 — 1,679 Healthcare Revenue from Contracts with Customers 13,329 — 13,329 Lease Income 89 — 89 Construction — 11,631 11,631 Total Revenues $ 13,418 $ 11,631 $ 25,049 Timing of Revenue Recognition Services and goods transferred over time $ 10,854 $ 1,897 $ 12,751 Services and goods transferred at a point in time 2,564 9,734 12,298 Total Revenues $ 13,418 $ 11,631 $ 25,049 Three Months Ended March 31, 2021 Healthcare Construction Total Major Goods/Service Lines Mobile Imaging $ 10,181 $ — $ 10,181 Camera 1,422 — 1,422 Camera Support 1,646 — 1,646 Healthcare Revenue from Contracts with Customers 13,249 — 13,249 Lease Income 58 38 96 Construction — 9,009 9,009 Total Revenues $ 13,307 $ 9,047 $ 22,354 Timing of Revenue Recognition Services and goods transferred over time $ 11,092 $ 2,731 $ 13,823 Services and goods transferred at a point in time 2,215 6,316 8,531 Total Revenues $ 13,307 $ 9,047 $ 22,354 We have corrected an immaterial disclosure error in the previously disclosed disaggregated revenue balances relating to the timing of revenue for the three months ended March 31, 2021. For the three months ended March 31, 2021, the amount of $0.6 million was revised from over time to point in time related to revenue recognition in the table above. Healthcare for goods transferred over time decreased by $0.6 million, with a corresponding increase to revenue recognized for goods and services transferred at a point in time. The adjustments did not impact the total amount of revenue or the period in which it was recognized, therefore, they had no effect on the condensed Consolidated Balance Sheets, Statements of Operations and Cash Flows for the periods presented. Nature of Goods and Services Mobile Imaging Within our Healthcare segment, our sales are derived from providing services and materials to our customers, primarily physician practices and hospitals that allow them to perform diagnostic services at their site. We typically bundle our services in providing staffing, our imaging systems, licensing, radiopharmaceuticals, and supplies depending on our customers’ needs. Our contracts with customers are typically entered into annually and are billed on a fixed rate per-day or per-scan basis, depending on terms of the contract. For the majority of these contracts, we have the right to invoice the customer in an amount that directly corresponds with the value to the customer as we perform the services. We use the practical expedient to recognize revenue corresponding with amounts we have the right to invoice for services performed. Camera Within our Healthcare segment, camera revenues are generated from the sale of internally developed solid-state gamma camera imaging systems and accessories. We recognize revenue upon transfer of control to the customer at a point-in-time, which is generally upon delivery and acceptance. We also provide installation services and training on cameras we sell, primarily in the United States. Installation and initial training is generally performed shortly after delivery. We recognize revenues for installation and training over time as the customer receives and consumes benefits provided as we perform the installation services. Our sale of imaging systems includes a one-year assurance-type warranty. The estimated costs associated with our standard warranties and field service actions continue to be recognized as expense when cameras are sold. Maintenance service contracts sold beyond the term of our standard warranties are accounted for as a service-type warranty and revenue is deferred and recognized ratably over the period of the warranty obligation. Camera Support Within our Healthcare segment, camera support revenue is derived from the sale of separately-priced extended maintenance contracts to camera owners, training, and the sale of parts to customers that do not have an extended warranty. Our separately priced service contracts range from 12 to 48 months. Service contracts are usually billed at the beginning of the contract period or at periodic intervals (e.g., monthly, quarterly, or annually) and revenue is recognized ratably over the term of the agreement. Services and training revenues are recognized in the period the services and training are performed. Revenue for sales of parts are recognized when the parts are delivered to the customer and control is transferred. Lease Income Within our Healthcare segment, we also generate income from rentals of state-of-the-art equipment including cameras and ultrasound machines to customers. Rental contracts are structured as either a weekly or monthly payment arrangement and are accounted for as operating leases. Revenues are recognized on a straight-line basis over the term of the rental. Construction Within the Construction segment, we service residential and commercial construction projects by manufacturing modular housing units and other products and supply general contractors with building materials. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Revenues are evaluated on a contract by contract basis. In general, construction revenues are recognized upon transfer of control to the customer at a point-in-time, which is generally upon delivery and acceptance. However, construction revenues are recognized over time for arrangements with customers for which: (i) performance does not create an asset with an alternative use, and (ii) we have an enforceable right to payment for performance completed to date. Deferred Revenue Changes in the deferred revenue for three months ended March 31, 2022, is as follows (in thousands): Balance at December 31, 2021 $ 2,869 Revenue recognized that was included in balance at beginning of the year (2,011) Deferred revenue, net, related to contracts entered into during the year 2,503 Balance at March 31, 2022 $ 3,361 As of March 31, 2022 and December 31, 2021, non-current deferred revenue was $386 thousand and $412 thousand, respectively, in other liabilities within our condensed Consolidated Balance Sheets, which is expected to be recognized over a period of 2-4 years. Billings in Excess of Costs and Estimated Profit Changes in the billings in excess of costs and estimated profit for three months ended March 31, 2022 is as follows (in thousands): Balance at December 31, 2021 $ 312 Revenue recognized that was included in balance at beginning of the year (312) Billings in excess of costs, related to contracts entered into during the year 15 Balance at March 31, 2022 $ 15 As of March 31, 2022, billings in excess of costs and estimated profit was $15 thousand and $0.3 million balance as of December 31, 2021, respectively in current liabilities within our condensed Consolidated Balance Sheet. As of March 31, 2022, total contract assets was $55 thousand and no balance as of December 31, 2021, respectively in other current assets within our condensed Consolidated Balance Sheet. |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share We present net income (loss) per share attributable to common stockholders in conformity with the two-class method required for participating securities, as the warrants are considered participating securities. We have not allocated net loss attributable to common stockholders to warrants because the holders of our warrants are not contractually obligated to share in our losses. Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is calculated to give effect to all potential shares of common stock, including common stock issuable upon exercise of warrants, stock options, and restricted stock units (“RSUs”). In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive. The following table sets forth the reconciliation of shares used to compute basic and diluted net (loss) or income per share for the periods indicated (in thousands): Three Months Ended March 31, 2022 2021 Numerator: Loss from continuing operations, net of tax $ (3,701) $ (588) Income from discontinued operations, net of tax — 6,020 Net (loss) income (3,701) 5,432 Deemed dividend on Series A perpetual preferred stock (479) (479) Net (loss) income attributable to common shareholders $ (4,180) $ 4,953 Denominator: Weighted average common shares outstanding 12,434 4,916 Weighted average prefunded warrants outstanding 235 — Weighted average shares outstanding - basic and diluted 12,669 4,916 Net (loss) income per share - basic and diluted Net loss per share, continuing operations $ (0.29) $ (0.12) Net income per share, discontinued operations $ — $ 1.22 Net (loss) income per share - basic and diluted $ (0.29) $ 1.10 Deemed dividend on Series A perpetual preferred stock per share $ (0.04) $ (0.10) Net (loss) income per share, attributable to common shareholders - basic and diluted $ (0.33) $ 1.01 Antidilutive common stock equivalents are excluded from the computation of diluted loss per share. The computation of diluted earnings per share excludes stock options, RSUs, and stock warrants that are anti-dilutive. The following common stock equivalents were anti-dilutive (in thousands): Three Months Ended March 31, 2022 2021 Stock options 6 25 Restricted stock units 271 68 Stock warrants 9,361 866 Total 9,638 959 |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Supplementary Balance Sheet Information | Supplementary Balance Sheet Information The components of inventories are as follows (in thousands): March 31, 2022 December 31, 2021 Raw materials $ 7,167 $ 5,870 Work-in-process 2,252 2,145 Finished goods 1,191 830 Total inventories 10,610 8,845 Less reserve for excess and obsolete inventories (323) (320) Total inventories, net $ 10,287 $ 8,525 Property and equipment consist of the following (in thousands): March 31, 2022 December 31, 2021 Land $ 805 $ 805 Buildings and leasehold improvements 4,832 4,823 Machinery and equipment 24,940 24,881 Computer hardware and software 2,387 2,387 Gross property and equipment 32,964 32,896 Accumulated depreciation (24,111) (23,978) Total property and equipment, net $ 8,853 $ 8,918 As of March 31, 2022, the non-operating land and building, held for investments, had a carry value of $2.0 million and was included within property and equipment on the condensed Consolidated Balance Sheet. Depreciation expense for the three months ended March 31, 2022 and 2021 was $0.5 million and $0.5 million, respectively. In our Healthcare division, we generally provide a 12 month assurance warranty on our gamma cameras. We accrue the estimated cost of this warranty at the time revenue is recorded and charge warranty expense to product and product-related cost of revenues. Warranty reserves are established based on historical experience with failure rates and repair costs and the number of systems covered by warranty. Warranty reserves are depleted as gamma cameras are repaired. The costs consist principally of materials, personnel, overhead, and transportation. We review warranty reserves quarterly and, if necessary, make adjustments. Within our Construction division, KBS provides a limited assurance warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EBGL provides a limited warranty on the sale of its wood foundation products that covers leaks resulting from defects in workmanship for a period of twenty-five years. Estimated warranty costs are accrued in the period that the related revenue is recognized. The activities related to our warranty reserve for the quarter ended March 31, 2022 and year ended December 31, 2021 are as follows (in thousands): March 31, 2022 December 31, 2021 Balance at the beginning of year $ 569 $ 214 Charges to cost of revenues 26 963 Applied to liability (175) (608) Balance at the end of period $ 420 $ 569 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Lessee We have operating and finance leases for corporate offices, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases and some of which include options to terminate the leases within 1 year. Operating leases are included separately in the condensed Consolidated Balance Sheets and finance lease assets are included in property and equipment with related liabilities separately included in the condensed Consolidated Balance Sheets. The components of lease expense are as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost $ 396 $ 334 Finance lease cost: Amortization of finance lease assets $ 123 $ 106 Interest on finance lease liabilities 17 21 Total finance lease cost $ 140 $ 127 Supplemental cash flow information related to leases from continuing operations was as follows (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 199 $ 317 Operating cash flows from finance leases $ 17 $ 21 Financing cash flows from finance leases $ 157 $ 149 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 1,229 $ 1,537 Supplemental balance sheet information related to leases was as follows (in thousands): March 31, December 31, Weighted average remaining lease term (in years) Operating leases 4.2 3.9 Finance leases 2.6 2.6 Weighted average discount rate Operating leases 3.82 % 4.23 % Finance leases 4.99 % 5.05 % We are committed to making future cash payments on non-cancelable operating leases and finance leases (including interest). The future minimum lease payments due under both non-cancelable operating leases and finance leases having initial or remaining lease terms in excess of one year as of March 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2022 (excludes the three months ended March 31, 2022) $ 1,218 $ 480 2023 1,517 419 2024 1,354 264 2025 828 96 2026 and thereafter 951 14 Total future minimum lease payments 5,868 1,273 Less amounts representing interest 450 75 Present value of lease obligations $ 5,418 $ 1,198 |
Leases | Leases Lessee We have operating and finance leases for corporate offices, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases and some of which include options to terminate the leases within 1 year. Operating leases are included separately in the condensed Consolidated Balance Sheets and finance lease assets are included in property and equipment with related liabilities separately included in the condensed Consolidated Balance Sheets. The components of lease expense are as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost $ 396 $ 334 Finance lease cost: Amortization of finance lease assets $ 123 $ 106 Interest on finance lease liabilities 17 21 Total finance lease cost $ 140 $ 127 Supplemental cash flow information related to leases from continuing operations was as follows (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 199 $ 317 Operating cash flows from finance leases $ 17 $ 21 Financing cash flows from finance leases $ 157 $ 149 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 1,229 $ 1,537 Supplemental balance sheet information related to leases was as follows (in thousands): March 31, December 31, Weighted average remaining lease term (in years) Operating leases 4.2 3.9 Finance leases 2.6 2.6 Weighted average discount rate Operating leases 3.82 % 4.23 % Finance leases 4.99 % 5.05 % We are committed to making future cash payments on non-cancelable operating leases and finance leases (including interest). The future minimum lease payments due under both non-cancelable operating leases and finance leases having initial or remaining lease terms in excess of one year as of March 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2022 (excludes the three months ended March 31, 2022) $ 1,218 $ 480 2023 1,517 419 2024 1,354 264 2025 828 96 2026 and thereafter 951 14 Total future minimum lease payments 5,868 1,273 Less amounts representing interest 450 75 Present value of lease obligations $ 5,418 $ 1,198 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The FASB's authoritative guidance for fair value measurements establishes a three-level hierarchy based upon the inputs to the valuation model of an asset or liability. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are inputs other than quoted prices that are significant and observable; and Level 3 inputs are significant unobservable inputs to be used in situations where markets do not exist or illiquid. The following table presents information about our financial assets that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques we utilize to determine such fair value at March 31, 2022 and December 31, 2021 (in thousands): Fair Value as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Equity securities $ 1,195 $ — $ — $ 1,195 Lumber derivative contracts (13) — — (13) VIE Investments — — 337 337 Total $ 1,182 $ — $ 337 $ 1,519 Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Equity securities $ 47 $ — $ — $ 47 Lumber derivative contracts 666 — — 666 VIE Investments — — 337 337 Total $ 713 $ — $ 337 $ 1,050 The investment in equity securities consists of common stock of publicly traded companies. The fair value of these securities is based on the closing prices observed on March 31, 2022 and December 31, 2021, respectively. During the three months ended March 31, 2022, and 2021, we recorded an unrealized gain of $92 thousand and unrealized loss of $23 thousand, respectively, recorded in other (expense) income, net in the condensed Consolidated Statements of Operations. We may enter into lumber derivative contracts in order to protect our gross profit margins from fluctuations caused by volatility in lumber prices. For the three months ended March 31, 2022, we recorded a net loss of $0.2 million in the cost of goods sold of the condensed Consolidated Statements of Operations. As of March 31, 2022, we had a net long (buying) position of 2,530,000 board feet under 23 lumber derivatives contracts. As of December 31, 2021, we had a net long (buying) position of 2,420,000 board feet under 22 lumber derivatives contracts. Gains and losses from lumber derivative contracts, are recorded in cost of goods sold of the condensed Consolidated Statements of Operations and included the following: March 31, 2022 Amount Unrealized loss on lumber derivatives $ 676 Realized gain on lumber derivatives (448) Total loss on lumber derivatives $ 228 The fair value of VIE investments of $0.3 million recorded, in Other Assets, is based on unobservable inputs evaluated on March 31, 2022 and December 31, 2021, respectively. During the three months ended March 31, 2022 and 2021, there were no realized or unrealized gains, losses, or impairments recorded in the condensed Consolidated Statements of Operations. See Note 16. Variable Interest Entity for further details. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of debt as of March 31, 2022 and December 31, 2021 is as follows (dollars in thousands): March 31, 2022 December 31, 2021 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - Gerber KBS $ 2,921 6.25% $ 3,131 6.00% Revolving Credit Facility - Gerber EBGL 2,081 6.25% 1,652 6.00% Revolving Credit Facility - SNB 7,334 2.95% 7,016 2.60% Total Short-term Revolving Credit Facilities $ 12,336 4.29% $ 11,799 3.98% Gerber - Star Loan Principal, net $ 998 6.50% $ 1,070 6.25% Short Term Loan $ 998 6.50% $ 1,070 6.25% Total Short-term debt $ 13,334 4.45% $ 12,869 4.17% Term Loan Facilities As of March 31, 2022, the short term loan includes $1.0 million of the Star Loan, net of issuance costs. The following table presents the Star Loan balance, net of unamortized debt issuance costs as of March 31, 2022 (in thousands): March 31, 2022 Amount Gerber - Star Loan Principal $ 1,146 Unamortized debt issuance costs (148) Gerber - Star Loan Principal, net $ 998 SNB Credit Facility On March 29, 2019, the Company entered into a Loan and Security Agreement (the “SNB Loan Agreement”) by and among certain subsidiaries of the Company, as borrowers (collectively, the “SNB Borrowers”); the Company, as guarantor; and Sterling. On February 1, 2022, Sterling became part of Webster, and Webster became the successor in interest to the SNB Loan Agreement. The SNB Loan Agreement is a five-year credit facility maturing in March 2024, with a maximum credit amount of $20.0 million for revolving loans (the “SNB Credit Facility”). Under the SNB Credit Facility, the SNB Borrowers can request the issuance of letters of credit in an aggregate amount not to exceed $0.5 million at any one time outstanding. The borrowings under the SNB Loan Agreement were classified as short-term obligations under GAAP as the agreement contained a subjective acceleration clause and required a lockbox arrangement whereby all receipts within the lockbox are swept daily to reduce borrowings outstanding. As of March 31, 2022, the Company had $0.1 million of letters of credit outstanding and had additional borrowing capacity of $1.1 million. At the SNB Borrowers’ option, the SNB Credit Facility will bear interest at either (i) a Floating LIBOR Rate, as defined in the SNB Loan Agreement, plus a margin of 2.50% per annum; or (ii) a Fixed LIBOR Rate, as defined in the SNB Loan Agreement, plus a margin of 2.25% per annum. Our floating rate on this facility at March 31, 2022 was 2.95%. The SNB Loan Agreement also provides for certain fees payable to Webster during its term including an unused line fee determined on a daily basis, in an amount equal to one-quarter of one percent (0.25%) per annum multiplied by the amount by which the SNB Loan Agreement credit limit exceeded the sum of the average daily outstanding amount and outstanding letters of credit. Given that only the assets of the Digirad Health businesses serve as collateral support for the SNB Credit Facility, distributions from this facility are restricted in their use. They must be used solely to finance these Healthcare businesses, unless there is $4.0 million or greater remaining in undrawn capacity after any distributions made to the parent company or other Star Equity entities. On February 1, 2021, in connection with the closing of the sale of our MD Office Solutions (“MDOS”) subsidiary, we entered into a First Amendment to the SNB Loan Agreement pursuant to which SNB consented to the sale of MDOS and the Company’s name change from Digirad Corporation to Star Equity Holdings, Inc. On March 31, 2021, in connection with completing the sale of DMS Health, we entered into a Second Amendment to the SNB Loan Agreement pursuant to which SNB consented to the sale of DMS Health and its subsidiaries and required the principal to be paid down to $7.0 million. Financial covenants require that the SNB Borrowers maintain (a) a Fixed Charge Coverage Ratio as of the last day of a fiscal quarter of not less than 1.25 to 1.0 and (b) a Leverage Ratio as of the last day of such fiscal quarter of no greater than 3.50 to 1.0. As of March 31, 2022, the Company was not in compliance with the covenants under the SNB Loan Agreement and had not yet obtained a waiver from Webster for these financial covenant breaches. Construction Loan Agreements As of March 31, 2022, the Construction division had outstanding revolving lines of credit and term loans of approximately $5.0 million. Our Construction debt primarily included: (i) $2.9 million principal outstanding on KBS’s $4.0 million revolving credit facility under a Loan and Security Agreement, dated February 23, 2016 (as amended, the “KBS Loan Agreement”) with Gerber and (ii) $2.1 million principal outstanding on EBGL’s $3.0 million revolving credit facility under a Revolving Credit Loan Agreement, which was increased from $3.0 million to $4.0 million on July 30, 2021. The KBS Loan Agreement, and EBGL’s $4.0 million revolving credit facility under a Revolving Credit Loan Agreement are collectively referred to as the “Construction Loan Agreements.” The Construction division had a borrowing capacity under both revolving lines of credit of $0.4 million, based on the inventory and accounts receivable on March 31, 2022 which fluctuates weekly. The Construction Loan Agreements contain cross-default provisions and subjective acceleration clauses which may, in the event of a material adverse event, as determined by Gerber, allow Gerber to declare the loans and all other obligations under the Construction Loan Agreements immediately due and payable or increase the interest rate at which loans and obligations under the Construction Loan Agreements bear interest. Each of the two Gerber credit facilities are backed by the assets of their respective borrower (KBS or EBGL), which serve as collateral support. Therefore, distributions from each facility are restricted in their use, as they must be used solely to finance the operations of their respective borrower. KBS Loan Agreement On February 23, 2016, ATRM, KBS and Main Modular Haulers, Inc. entered into the KBS Loan Agreement with Gerber. The KBS Loan Agreement provides KBS with a revolving line of credit with borrowing availability of up to $4.0 million. Availability under the line of credit is based on a formula tied to KBS’s eligible accounts receivable, inventory and other collateral. The KBS Loan Agreement, which was scheduled to expire on February 22, 2018, has been automatically extended for successive one one On March 31, 2021, the parties to the KBS Loan Agreement amended the KBS Loan Agreement to provide for increased availability under the KBS Loan Agreement to KBS under certain circumstances, including for new equipment additions, and certain other changes, as well as a waiver of certain covenants. On March 8, 2022, the borrowers under the KBS Loan Agreement entered into the Nineteenth Amendment to KBS Loan Agreement to amend the financial covenants to require that KBS maintain (a) net cash income (as defined in the KBS Loan Agreement) of at least equal to no less than $0 for the trailing 6-month period ending June 30, 2022 and be no less than $500,000 for the trailing fiscal year end and (b) a minimum EBITDA (as defined in the KBS Loan Agreement) no less than $0 as of June 30 and no less than $850,000 as of the fiscal year end, as well as a waiver of certain covenants as of December 31, 2021. As of March 31, 2022, we are not required to measure financial covenants. As of December 31, 2021, our last test date, KBS was not in compliance with the bi-annual financial covenants under the KBS Loan Agreement, which required no net annual post-tax loss and certain minimum leverage ratios as of the test date. The December 31, 2021 Gerber covenants waivers last until the next measurement period. EBGL Premier Note On June 30, 2017, EBGL entered into a Revolving Credit Loan Agreement (as amended, the “Premier Loan Agreement” with Premier Bank (“Premier”)), providing EBGL with a working capital line of credit of up to $3.0 million. Availability under the Premier Loan Agreement is based on a formula tied to EBGL’s eligible accounts receivable, inventory and equipment, and borrowings bear interest at the prime rate plus 1.50%, with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the Premier Loan Agreement. The Premier Loan Agreement also provides for certain fees payable to Premier during its term. The initial term of the Premier Loan Agreement was scheduled to expire on June 30, 2018, but was extended multiple times by Premier until January 31, 2023. EBGL’s obligations under the Premier Loan Agreement are secured by all of their inventory, equipment, accounts and other intangibles, fixtures and all proceeds of the foregoing. On January 31, 2020, Glenbrook and EdgeBuilder entered into an Extension and Modification Agreement (the “Modification Agreement”) with Premier that modified the terms of the Revolving Credit Promissory Note made by Glenbrook and EdgeBuilder. The Modification Agreement reduced the outstanding borrowings to $1.0 million, extended the final maturity date to January 31, 2023, and set the interest rate to at 5.75% per annum. Jeffrey E. Eberwein, the Executive Chairman of the Company’s board of directors, executed a guaranty in favor of Premier, which had been extended through January 1, 2023, under which ATRM and Mr. Eberwein absolutely and unconditionally guaranteed all of EBGL’s obligations under the Premier Loan Agreement. All obligations under the Premier Loan Agreement were repaid in full on May 26, 2021 and no amount remains outstanding as of March 31, 2022. In exchange, Premier terminated all of its security interests in the assets of EBGL. Gerber Star Loan On January 31, 2020, SRE, 947 Waterford Road, LLC (“947 Waterford”), 300 Park Street, LLC (“300 Park”), and 56 Mechanic Falls Road, LLC (“56 Mechanic” and together with SRE, 947 Waterford, and 300 Park, (the “Star Borrowers”), each an Investments subsidiary, and the Company, ATRM, KBS, EdgeBuilder, and Glenbrook (collectively, the “Star Credit Parties”), entered into the Star Loan Agreement with Gerber providing the Star Borrowers with a credit facility with borrowing availability of up to $2.5 million ($2.0 million and $0.5 million to KBS and EBGL, respectively) or the Star Loan. The advance of $2.0 million to KBS is to be repaid in monthly installments of sixty (60) consecutive equal payments. The advance of $0.5 million to EBGL, which has been temporarily increased by $0.3 million due to be repaid on April 30, 2020, was to be repaid in monthly installments of twelve (12) consecutive equal payments. The Star Loan matures on the earlier of (a) January 1, 2025 or (b) the termination, the maturity or repayment of the EBGL Loan (as defined below). Availability under the Star Loan Agreement was based on a formula tied to the value of real estate owned by the Star Borrowers, and borrowings bear interest at the prime rate plus 3.5% per annum. The Star Loan also provides for certain fees payable to Gerber during its term, including a 1.5% annual facilities fee and a 0.10% monthly collateral monitoring fee. The obligations of the Star Borrowers under the Star Loan Agreement are guaranteed by the Star Credit Parties and are secured by substantially all the assets of the Star Borrowers and the Star Credit Parties. Contemporaneously with the execution and delivery of the Star Loan Agreement, Mr. Eberwein executed and delivered a Guaranty (the “Gerber Eberwein Guaranty”) to Gerber, pursuant to which he guaranteed the performance of all the Star Borrowers’ obligations to Gerber. Mr. Eberwein’s obligations under the Gerber Eberwein Guaranty are limited in the aggregate to the amount of (a) $2.5 million, plus (b) costs of Gerber incidental to the enforcement of the Gerber Eberwein Guaranty or any guaranteed obligations. On February 26, 2021, the Star Borrowers entered into a Third Amendment to the Star Loan Agreement (the “Third Star Amendment”) with Gerber that amended the contract rate to prime rate plus 3% and discharged the $2.5 million Gerber Eberwein Guaranty. The financial covenants under the Star Loan Agreement include maintenance of a Debt Service Coverage Ratio of not less than 1:00 to 1:00, as defined in the Star Loan Agreement. The occurrence of any event of default under the Star Loan Agreement may result in the obligations of the Star Borrowers becoming immediately due and payable. As of March 31, 2022, no event of default was deemed to have occurred and the Star Borrowers were in compliance with the bi-annual financial covenants under the Star Loan Agreement measured as of December 31, 2021. As of March 31, 2022, $1.0 million was outstanding under the Star Loan Agreement. The borrowings under the Star Loan Agreement were classified as short-term obligations under GAAP, because the borrowings under the EBGL Loan Agreement were classified as short-term obligations under GAAP given the EBGL and KBS Loan Agreements contain a subjective acceleration clause and require a lockbox arrangement whereby all receipts are swept daily to reduce borrowings outstanding. Accordingly, if (i) a material adverse effect may be seen to have occurred, (ii) Gerber in its discretion deems a EBGL Loan Agreement default occurred, and (iii) the proceeds swept are insufficient to pay the balance outstanding, Gerber may then demand all obligations under the Star Loan Agreement immediately due and payable due to cross-default provision, occurring within the Star Loan Agreement. Since a material event can occur at any time, all obligations under the Star Loan Agreement, EBGL Loan Agreement and KBS Loan Agreement are classified as short-term obligations. Gerber EBGL Loans On January 31, 2020, EdgeBuilder and Glenbrook (the “EBGL Borrowers”), each a Construction Subsidiary, and the Company, 947 Waterford, 300 Park, 56 Mechanic, ATRM, and KBS (collectively, the “EBGL Credit Parties”), entered into a Loan and Security Agreement (the “EBGL Loan Agreement”) with Gerber providing the EBGL Borrowers with a credit facility with borrowing availability of up to $3.0 million (the “EBGL Loan”). On March 5, 2020, the EBGL Borrowers entered into a First Amendment to Loan and Security Agreement (the “First EBGL Amendment”) with Gerber that amended the EBGL Loan Agreement and the KBS Loan Agreement to include a pledge $0.3 million of cash collateral by Lone Star Value Investors (“LSVI”) under the EBGL Loan Agreement which, prior to the First EBGL Amendment, was pledged by LSVI in connection with the KBS Loan Agreement. On July 1, 2020, the EBGL Borrowers entered into a Second Amendment that terminated the pledge of $0.3 million in cash collateral. On February 26, 2021, the EBGL Borrowers entered into a Third Amendment to the EBGL Loan Agreement (the “Third EBGL Amendment”), pursuant to which the Company and Gerber eliminated the minimum leverage ratio covenant, lowered the minimum EBITDA, and required the borrowers to not incur a net operating loss on bi-annual basis. The Third EBGL Amendment also discharged the EBGL Eberwein Guaranty described below. As of March 31, 2022, $2.1 million was outstanding under the EBGL Loan. Availability under the EBGL Loan Agreement was also based on a formula tied to the EBGL Borrowers’ eligible accounts receivable and inventory, and borrowings bear interest at the prime rate plus 2.75% per annum. The EBGL Loan Agreement also provides for certain fees payable to Gerber during its term, including a 1.5% annual facilities fee and a 0.10% monthly collateral monitoring fee. EBGL’s obligations under the Premier Loan Agreement are secured by all of its assets. The EBGL Loan Agreement also provided for certain fees payable to Gerber during its terms. The EBGL Loan matures on the earlier of (a) January 1, 2023, unless extended, or (b) the termination, the maturity or repayment of the Star Loan. The maturity of the EBGL Loan is automatically extended for successive periods of one (1) year each unless terminated by Gerber or the EBGL Borrowers. The borrowings under the EBGL Loan Agreement were classified as short-term obligations under GAAP as the agreement contained a subjective acceleration clause and required a lockbox arrangement whereby all receipts are swept daily to reduce borrowings outstanding. The obligations of the EBGL Borrowers under the EBGL Loan Agreement are guaranteed by the EBGL Credit Parties and are secured by substantially all the assets of the EBGL Borrowers and the EBGL Credit Parties. On March 5, 2020, contemporaneously with the execution and delivery of the First EBGL Amendment, Mr. Eberwein executed and delivered a Guaranty (the “EBGL Eberwein Guaranty”) to Gerber which guaranteed the performance of all the EBGL Borrowers’ obligations to Gerber under the EBGL Loan Agreement, including the full payment of all indebtedness owing by the EBGL Borrowers to Gerber in connection with the EBGL Loan Agreement and related financing documents. Mr. Eberwein’s obligations under the EBGL Eberwein Guaranty are limited in the aggregate to the amount of (a) $0.5 million, plus (b) costs of Gerber incidental to the enforcement of the EBGL Eberwein Guaranty or any guaranteed obligations. On July 30, 2021, the EBGL Borrowers entered into a Fourth Amendment to the EBGL Loan Agreement (the “Fourth EBGL Amendment”) with Gerber, which increased the eligible inventory and the maximum borrowing limit from $3.0 million to $4.0 million. The financial covenants under the EBGL Loan Agreement include maintenance of a minimum EBITDA and no net operating loss, as defined in the EBGL Loan Agreement, for the six months ending June 30, 2022 and for the year ending December 31, 2022. The occurrence of any event of default under the EBGL Loan Agreement and certain events of default under the KBS Loan Agreement may result in the obligations of the EBGL Borrowers becoming immediately due and payable. As of March 31, 2022, no event of default was deemed to have occurred and EBGL was in compliance with the bi-annual financial covenants under the EBGL Loan Agreement as of December 31, 2021. On October 21, 2021, the EBGL Borrowers entered into the Fifth Amendment to the EBGL Loan Agreement (the “Fifth EBGL Amendment”) with Gerber to amend the definition of “Reserves” to include a minimum amount, subsequent to Glenbrook Building Supply, Inc. entering a new lease for a larger property. On January 20, 2022, the EBGL Borrowers entered into the Sixth Amendment to the EBGL Loan Agreement (the “Sixth EBGL Amendment”) with Gerber and reduced the minimum average monthly loan amount to 25% of the $4.0 million maximum revolving amount. On March 8, 2022, the EBGL Borrowers entered into the Seventh Amendment to the EBGL Loan Agreement (the “Seventh EBGL Amendment”) with Gerber to amend and lower the financial covenants to require that EBGL maintain (a) a lower net cash income (as defined in the EBGL Loan Agreement) at least equal to no less than $0 for the trailing 6-month period ending June 30, 2022 and no less than $1,000,000 for the trailing fiscal year ending December 31, 2022 and (b) a reduced minimum EBITDA (as defined in the EBGL Loan Agreement) to be no less than $0 as of June 30, 2022 and no less than $1,000,000 as of the fiscal year ending December 31, 2022. Paycheck Protection Program From April 2020 through May 2020, the Company and its subsidiaries received $6.7 million, of loans under the Paycheck Protection Program (“PPP”). Total PPP loans received by the Healthcare division and Construction division were $5.5 million and $1.2 million, respectively. On April 30, 2020, each of KBS, EdgeBuilder and Glenbrook executed a separate promissory note evidencing unsecured loans under the PPP. The promissory note executed by KBS is for $0.8 million (the “KBS Note”), the promissory note executed by EdgeBuilder is for $0.2 million (the “EdgeBuilder Note”) and the promissory note executed by Glenbrook is for $0.2 million (the “Glenbrook Note”). The KBS Note, the EdgeBuilder Note and the Glenbrook Note, each dated April 30, 2020, are referred to together as the “Construction Notes”. On May 11, 2020, the Company and each of Digirad Imaging Solutions, Inc. (“DIS”), DMS Imaging, Inc. (“DMS Imaging”) and DMS Health, each a direct or indirect wholly owned subsidiary of the Company, executed a separate promissory note evidencing unsecured loans under the PPP. The promissory note executed by the Company, dated May 7, 2020, is for $0.8 million (the “Company Note”); the promissory note executed by DIS, dated May 5, 2020, is for $3.0 million (the “DIS Note”); the promissory note executed by DMS Imaging, dated May 5, 2020, is for $1.6 million (the “DMS Imaging Note”) and the promissory note executed by DMS Health, dated May 7, 2020, is for $0.1 million (the “DMS Health Note”). The Company Note, the DIS Note, the DMS Imaging Note, and the DMS Health Note are referred to together as the “Healthcare Notes”. The Construction Notes and the Healthcare Notes are referred to collectively as the “PPP Notes” and each promissory note individually as a “PPP Note”. The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). PPP loans for the Construction and Healthcare division were made through Bremer Bank and Sterling as lenders, respectively. The PPP loans have two-year terms and bear interest at a rate of 1.00% per annum. Monthly principal and interest payments under the PPP loans are deferred for ten months, after the end of covered periods. The PPP loans may be prepaid at any time prior to maturity with no prepayment penalties. The PPP Notes contain customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the SBA or lender, or breaching the terms of the applicable PPP loan documents. Upon an event of default under a PPP Note, the lender thereunder may, among other things, require immediate payment of all amounts owing under the applicable PPP Note, collect all amounts owing from the applicable borrower, or file suit and obtain judgment. Under the terms of the CARES Act, recipients of loans under the PPP can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness is determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and certain other eligible costs. Even if forgiveness is granted the PPP loans may remain subject to review and audit for up to six (6) years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, we have been and will likely continue to be subject to other litigation or administrative proceedings incidental to our business, such as claims related to compliance with regulatory standards, customer disputes, employment practices, wage and hour disputes, product liability, professional liability, malpractice liability, commercial disputes, licensure restrictions or denials, and warranty or patent infringement. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters and currently do not expect that the resolution of these matters will have a material adverse effect on our financial position or results of operations. The outcome of litigation and the amount or range of potential loss at particular points in time may be difficult to ascertain. Among other things, uncertainties can include how trial and appellate courts will apply the law and interpret facts, as well as the contractual and statutory obligations of other indemnifying and insuring parties. The estimated range of reasonably possible losses, and their effect on our financial position is based upon currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties. On December 27, 2021, the Company reached a settlement in the matter of Keifer v. Heart of Georgia, et al, GA State Ct. (“Keifer”), where a judgment for wrongful death and medical expenses in the amount of $4.96 million was entered on October 4, 2021 against a prior employee of DIS, which employee DIS contractually indemnified. The plaintiff’s original complaint was filed April 19, 2018, regarding events occurring on October 12, 2015. A settlement agreement resulted in the payment of $0.1 million by the Company on December 20, 2021. Following such payment, DIS was released from any claims, damages, rights and causes of action. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We provide for income taxes under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements. We provide a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before we are able to realize their benefit. We calculate the valuation allowance in accordance with the authoritative guidance relating to income taxes, which requires an assessment of both positive and negative evidence regarding the realizability of these deferred tax assets, when measuring the need for a valuation allowance. Significant judgment is required in determining any valuation allowance against deferred tax assets. We continue to record a full valuation allowance against our deferred tax assets and intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. Intraperiod tax allocation rules require us to allocate our provision for income taxes between continuing operations and other categories of comprehensive income, such as discontinued operations. For the three months ended March 31, 2022, we recorded an income tax expense of $950 thousand within continuing operations and zero income tax expense within discontinued operations. For the three months ended March 31, 2021, we recorded an income tax expense of $2 thousand within continuing operations and an income tax expense of $72 thousand within discontinued operations. The tax expense for the three months ended March 31, 2022, primarily relates to an ownership change under Internal Revenue Code Section 382 that occurred in January 2022 which required us to establish an additional valuation allowance on net operating losses that the Company cannot utilize in the future. As of March 31, 2022, we had unrecognized tax benefits of approximately $2.6 million related to uncertain tax positions. Included in the unrecognized tax benefits were $2.1 million of tax benefits that, if recognized, would reduce our annual effective tax rate, subject to the valuation allowance. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segments Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our Executive Chairman, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. Under the prior period Holdco strategy, we organized our reportable segments into four reportable segments: Diagnostic Imaging, Diagnostic Services, Construction and Investments. Effective the first quarter of 2022, we realigned our internal reporting structure into three reportable segments by combining Diagnostic Imaging and Diagnostic Services into one Healthcare segment to reflect the manner in which our CODM assesses performance and allocates resources: 1. Healthcare 2. Construction 3. Investments Segment information has been recast to conform to our current allocation methodology. It is as follows (in thousands): Three Months Ended March 31, 2022 2021 (1) Revenue by segment: Healthcare $ 13,418 $ 13,307 Construction 11,631 9,047 Investments 158 158 Intersegment elimination (158) (158) Consolidated revenue $ 25,049 $ 22,354 Gross profit (loss) by segment: Healthcare $ 3,176 $ 2,598 Construction 1,586 544 Investments 59 93 Intersegment elimination (158) (158) Consolidated gross profit $ 4,663 $ 3,077 Income (loss) from operations by segment: Healthcare $ 78 $ 837 Construction (759) (1,547) Investments 59 234 Star equity corporate and intersegment elimination (1,933) (1,093) Segment loss from operations $ (2,555) $ (1,569) Depreciation and amortization by segment: Healthcare $ 315 $ 357 Construction 487 479 Investments 99 65 Total depreciation and amortization $ 901 $ 901 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Eberwein Guarantees SNB On March 29, 2019, in connection with the Company’s entry into the SNB Loan Agreement, Mr. Eberwein, the Executive Chairman of the Company’s board of directors, entered into the Limited Guaranty Agreement (the “SNB Eberwein Guaranty”) with SNB pursuant to which he guaranteed to SNB the prompt performance of all the SNB Borrowers’ obligations to SNB under the SNB Loan Agreement, including the full payment of all indebtedness owing by SNB Borrowers to SNB under or in connection with the SNB Loan Agreement and related SNB Credit Facility documents. Mr. Eberwein’s obligations under the SNB Eberwein Guaranty are limited in the aggregate to the amount of (a) $1.5 million, plus (b) reasonable costs and expenses of SNB incurred in connection with the SNB Eberwein Guaranty. Mr. Eberwein’s obligations under the SNB Eberwein Guaranty terminate upon the Company and SNB Borrowers achieving certain milestones set forth in the SNB Loan Agreement, which the Company reasonably believes have been met. Gerber On March 5, 2020, contemporaneously with the execution and delivery of the First EBGL Amendment, Mr. Eberwein executed and delivered the EBGL Eberwein Guaranty to Gerber pursuant to which he guaranteed the performance of all the EBGL Borrowers’ obligations to Gerber under the EBGL Loan Agreement, including the full payment of all indebtedness owing by the EBGL Borrowers to Gerber under or in connection with the EBGL Loan Agreement and related financing documents. Mr. Eberwein’s obligations under the EBGL Eberwein Guaranty were limited in the aggregate to the amount of (a) $0.5 million, plus (b) costs of Gerber incidental to the enforcement of the EBGL Eberwein Guaranty or any guaranteed obligations. On February 26, 2021, the Third EBGL Amendment discharged the EBGL Eberwein Guaranty and removed Mr. Eberwein as an ancillary guarantor from the EBGL Loan Agreement. Premier As a condition to the Premier Loan Agreement, Mr. Eberwein entered into a guaranty in favor of Premier, absolutely and unconditionally guaranteeing all of the borrowers’ obligations thereunder. As of May 26, 2021, all obligations under the Premier Loan Agreement have been repaid in full and no amount remains outstanding and Premier discharged Mr. Eberwein’s guaranty. Star Equity Holdings, Inc. Mr. Eberwein was also the Chief Executive Officer of LSVM prior to its dissolution. LSVM was the investment manager of LSVI, now dissolved, and Lone Star Value Co-Invest I, LP (“LSV Co-Invest I”). Mr. Eberwein was also the sole manager of Lone Star Value Investors GP, LLC (“LSV GP”), the general partner of LSVI and LSV Co-Invest I, and the sole owner of LSV Co-Invest I, and over 25% owner of LSVI. LSVM was a wholly owned subsidiary of Star Equity and was dissolved as of December 31, 2021. As of March 31, 2022, Mr. Eberwein owned 1,958,227 shares of common stock, representing approximately 13.03% of the outstanding Star Equity common stock. In addition, as of March 31, 2022, Mr. Eberwein owned 1,289,772 shares of Series A Preferred Stock. Private Placement On December 10, 2021, the Company entered into a securities purchase agreement with its Executive Chairman, Jeffrey E. Eberwein, relating to the issuance and sale of 650,000 shares of our common stock at a purchase price of $3.25 per share pursuant to a private placement. Put Option Agreement On September 10, 2019, the Company entered into a put option purchase agreement with Mr. Eberwein, pursuant to which the Company has the right to require Mr. Eberwein to acquire up to 100,000 shares of Series A Preferred Stock at a price of $10.00 per share for aggregate proceeds of up to $1.0 million at any time, in the Company’s discretion, during the 12 months following the effective time of the ATRM acquisition (the “Issuance Option”). In March 2020, Mr. Eberwein extended the Issuance Option through June 30, 2021. As of July 1, 2021, these put options expired un-exercised. ATRM Notes Payable ATRM had the following related party promissory notes outstanding as of December 31, 2020, which were repaid in full during April 2021 using proceeds from the DMS Sale Transaction: (i) Unsecured promissory note (principal amount of $0.7 million payable to LSV Co-Invest I), with interest payable semi-annually at a rate of 10.0% per annum (LSV Co-Invest I may elect to receive interest in-kind at a rate of 12.0% per annum), with any unpaid principal and interest previously due on January 12, 2020, subsequently extended to the earlier of June 30, 2022 or when no longer subject to a certain subordination agreement (which occurred upon the sale of DMS). (ii) Unsecured promissory note (principal amount of $1.2 million payable to LSV Co-Invest I), with interest payable semi-annually at a rate of 10.0% per annum (LSV Co-Invest I may elect to receive interest in-kind at a rate of 12.0% per annum), with any unpaid principal and interest previously due on June 1, 2020, subsequently extended to the earlier of June 30, 2022 or when no longer subject to a certain subordination agreement (which occurred upon the sale of DMS). (iii) Unsecured promissory note (principal amount of $0.4 million payable to LSVM), with interest payable annually at a rate of 10.0% per annum (LSVM may elect to receive any interest payment entirely in-kind at a rate of 12.0% per annum), with any unpaid principal and interest previously due on November 30, 2020, subsequently extended to the earlier of June 30, 2022 or when no longer subject to a certain subordination agreement (which occurred upon the sale of DMS). |
Perpetual Preferred Stock
Perpetual Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Perpetual Preferred Stock | Perpetual Preferred Stock Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if, authorized by the Company’s board of directors (or a duly authorized committee of the Company’s board of directors) and declared by the Company out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of 10.0% per annum of the liquidation preference of $10.00 per share. Dividends are payable quarterly, in arrears, on the last calendar day of March, June, September and December to holders of record at the close of business on the first day of each payment month. Series A Preferred Stock is not convertible and does not have any voting rights, except when dividends are in arrears for six or more consecutive quarters, then the holders of those shares together with holders of all other series of preferred stock equal in rank will be entitled to vote separately as a class for the election of two additional directors to board of directors, until all dividends accumulated on such shares of Series A Preferred Stock for the past dividend periods and the dividend for the current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. Under change of control or other conditions, Series A Preferred Stock may be subject to redemption. The Company may redeem the Series A Preferred Stock upon the occurrence of a change of control, subject to certain conditions. The Company may also voluntarily redeem some or all of the Series A Preferred Stock on or after September 10, 2024. On February 25, 2022, our board of directors declared a cash dividend to holders of our Series A Preferred Stock of 0.25 per share, for an aggregate amount of approximately $0.5 million. The record date for this dividend was March 1, 2022, and the payment date was March 10, 2022. As of March 31, 2022, we have no preferred dividends in arrears. On June 2, 2021, the board of directors adopted a tax benefit preservation plan in the form of a Section 382 Rights Agreement (the “382 Agreement”). The 382 Agreement is intended to diminish the risk that our ability to use our net operating loss carryforwards to reduce future federal income tax obligations may become substantially limited due to an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). The board of directors authorized and declared a dividend distribution of one right for each outstanding share of common stock, par value $0.0001 per share, to stockholders of record as of the close of business on June 14, 2021. Each right entitles the registered holder to purchase from the one one-thousandth of a share of Series C Participating Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), at an exercise price of $12.00 per one one-thousandth of a share of Series C Preferred Stock, subject to adjustment. The rights will become exercisable following (i) 10 days after a public announcement that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the board of directors) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. In addition, upon the occurrence of certain events, the exercise price of the rights would be adjusted and holders of the rights (other than rights owned by an acquiring person or group) would be entitled to purchase common stock at approximately half of market value. Given the potential adjustment of the exercise price of the rights, the rights could cause substantial dilution to a person or group that acquires 4.99% or more of common stock on terms not approved by the board of directors. No rights were exercisable at March 31, 2022. There is no impact to financial results as a result of the adoption of the rights plan for the quarter ended March 31, 2022. |
Equity Transactions
Equity Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity Transactions | Equity TransactionsOn January 24, 2022, we closed the 2022 Public Offering pursuant to an underwriting agreement with Maxim Group LLC, as representative of the underwriters. Company issued and sold (A)(i) 9,175,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) an aggregate of 325,000 pre-funded warrants to purchase up to an aggregate of 325,000 shares of Common Stock, and (iii) an aggregate of 9,500,000 common stock purchase warrants (the “Firm Purchase Warrants”) to purchase up to 9,500,000 shares of Common Stock and (B) at the election of Maxim, (i) up to an additional 1,425,000 shares of Common Stock and/or (ii) up to an additional 1,425,000 shares of common stock purchase warrants (the “Option Purchase Warrants”, and together with the Firm Purchase Warrants, the “Warrants”). Maxim partially exercised its over-allotment option for the purchase of 1,425,000 Warrants for a price of $0.01 per Warrant. Each share of common stock (or pre-funded warrant in lieu thereof) was sold together with one common warrant to purchase one share of common stock at a price of $1.50 per share and common warrant. Gross proceeds, before deducting underwriting discounts and offering expenses and excluding any proceeds we may receive upon exercise of the common warrants, were $14.3 million and net proceeds were $12.7 million. As of March 31, 2022, of the warrants issued through the public offering we closed on May 28, 2020 (the “2020 Public Offering”), 1.0 million |
Preferred Stock Rights
Preferred Stock Rights | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock Rights | Perpetual Preferred Stock Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if, authorized by the Company’s board of directors (or a duly authorized committee of the Company’s board of directors) and declared by the Company out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of 10.0% per annum of the liquidation preference of $10.00 per share. Dividends are payable quarterly, in arrears, on the last calendar day of March, June, September and December to holders of record at the close of business on the first day of each payment month. Series A Preferred Stock is not convertible and does not have any voting rights, except when dividends are in arrears for six or more consecutive quarters, then the holders of those shares together with holders of all other series of preferred stock equal in rank will be entitled to vote separately as a class for the election of two additional directors to board of directors, until all dividends accumulated on such shares of Series A Preferred Stock for the past dividend periods and the dividend for the current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. Under change of control or other conditions, Series A Preferred Stock may be subject to redemption. The Company may redeem the Series A Preferred Stock upon the occurrence of a change of control, subject to certain conditions. The Company may also voluntarily redeem some or all of the Series A Preferred Stock on or after September 10, 2024. On February 25, 2022, our board of directors declared a cash dividend to holders of our Series A Preferred Stock of 0.25 per share, for an aggregate amount of approximately $0.5 million. The record date for this dividend was March 1, 2022, and the payment date was March 10, 2022. As of March 31, 2022, we have no preferred dividends in arrears. On June 2, 2021, the board of directors adopted a tax benefit preservation plan in the form of a Section 382 Rights Agreement (the “382 Agreement”). The 382 Agreement is intended to diminish the risk that our ability to use our net operating loss carryforwards to reduce future federal income tax obligations may become substantially limited due to an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). The board of directors authorized and declared a dividend distribution of one right for each outstanding share of common stock, par value $0.0001 per share, to stockholders of record as of the close of business on June 14, 2021. Each right entitles the registered holder to purchase from the one one-thousandth of a share of Series C Participating Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), at an exercise price of $12.00 per one one-thousandth of a share of Series C Preferred Stock, subject to adjustment. The rights will become exercisable following (i) 10 days after a public announcement that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the board of directors) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. In addition, upon the occurrence of certain events, the exercise price of the rights would be adjusted and holders of the rights (other than rights owned by an acquiring person or group) would be entitled to purchase common stock at approximately half of market value. Given the potential adjustment of the exercise price of the rights, the rights could cause substantial dilution to a person or group that acquires 4.99% or more of common stock on terms not approved by the board of directors. No rights were exercisable at March 31, 2022. There is no impact to financial results as a result of the adoption of the rights plan for the quarter ended March 31, 2022. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn May 19, 2022, our board of directors declared a cash dividend to holders of our Series A Preferred Stock of 0.25 per share, for an aggregate amount of approximately $0.5 million. The record date for this dividend was June 1, 2022, and the payment date was June 10, 2022. |
Variable Interest Entity
Variable Interest Entity | 3 Months Ended |
Mar. 31, 2022 | |
Variable Interest Entity, Not Primary Beneficiary, Disclosures [Abstract] | |
Variable Interest Entity | Variable Interest Entity VIE in which we are not the Primary Beneficiary We have an investment in a VIE of $0.3 million, recorded in Other Assets, in which we are not the primary beneficiary. This VIE is a small private company that is primarily involved in research related to new heart imaging technologies. We have determined that the governance structures of this entity do not allow us to direct the activities that would significantly affect its economic performance. Therefore, we are not the primary beneficiary, and the results of operations and financial position of the VIE are not included in our condensed consolidated financial statements. We account for this investment as non-marketable equity securities which is valued at cost less impairment. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) instructions for Quarterly Reports on Form 10-Q. Accordingly, the condensed consolidated financial statements are unaudited and do not contain all the information required by U.S. generally accepted accounting principles (“GAAP”) to be included in a full set of financial statements. The unaudited condensed consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for a complete set of financial statements. The audited consolidated financial statements for our fiscal year ended December 31, 2021, filed with the SEC on Form 10-K on March 31, 2022, include a summary of our significant accounting policies and should be read in conjunction with this Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations, cash flows, and balance sheets for such periods have been included in this Form 10-Q. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of operations for the entire year. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and disclosures made in the accompanying notes to the condensed consolidated financial statements. Significant estimates and judgments include those related to revenue recognition, goodwill valuation, and income taxes. Actual results could materially differ from those estimates. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 and Topic 842. Pursuant to ASC 606, Revenue from Contracts with Customers , we recognize revenue when a customer obtains control of promised goods or services. We record the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company has elected to use the practical expedient under ASC 606 to exclude disclosures of unsatisfied remaining performance obligations for (i) contracts having an original expected length of one year or less or (ii) contracts for which the practical expedient has been applied to recognize revenue at the amount for which it has a right to invoice. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The majority of our contracts have a single performance obligation, as we provide a series of distinct goods or services that are substantially the same and are transferred with the same pattern to the customer. For contracts with multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue recognition is evaluated on a contract by contract basis. Performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time if we have an enforceable right to payment. Determining if there is an enforceable right to payment is assessed on a contract by contract basis. For contracts requiring over time revenue recognition, the selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We use a cost-based input measurement of progress because it best depicts the transfer of assets to the customer, which occurs as costs are incurred during the manufacturing process or as services are rendered. Under the cost-based measure of progress, the extent of progress towards completion is measured based on the costs incurred to date. Our products are generally not sold with a right of return and the Company does not provide significant credits or incentives, which may be variable consideration when estimating the amount of revenue to be recognized. Healthcare Services Revenue Recognition. We generate service revenue primarily from providing diagnostic services to our customers. Service revenue within our Healthcare reportable segment is derived from providing our customers with contract diagnostic services, which includes use of our imaging systems, qualified personnel, radiopharmaceuticals, licensing, logistics and related items required to perform testing in their own offices. We bill customers either on a per-scan or fixed-payment methodology, depending upon the contract that is negotiated with the customer. Within our Healthcare segment, we also rent cameras to healthcare customers for use in their operations. Rental revenues are structured as either a weekly or monthly payment arrangement, and are recognized in the month rental assets are provided. Revenue related to provision of our services is recognized at the time services are performed. Healthcare Product and Product-Related Revenue Recognition. We generate revenue from product and product-related sales, primarily from the sale of gamma cameras, accessories, and radiopharmaceuticals doses. Healthcare product revenues are generated from the sale of internally developed solid-state gamma camera imaging systems and post-warranty camera maintenance service contracts. Revenue from sales of imaging systems is generally recognized at point in time upon delivery of systems and acceptance by customers. We also provide installation services and training on cameras sold, primarily in the United States. Installation and initial training is generally performed shortly after delivery and the revenue related to the provision of these services is recognized at the time services are performed. Neither installation nor training is essential to the functionality of the product. Finally, we offer camera maintenance service contracts that are sold beyond the term of the initial warranty, generally one year from the date of purchase. Revenue from these service contracts is deferred and recognized ratably over the period of the obligation. We offer time and material services and record revenue when service is performed. Radiopharmaceuticals doses revenue, generated by Healthcare, is generally recognized when delivered to the customer. Construction Revenue Recognition. Within the Construction division, we service residential and commercial construction projects by manufacturing modular housing units and other products and supply general contractors with building materials. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion Billings in excess of costs and estimated earnings. We recognize billings in excess of costs and estimated earnings on uncompleted contracts are current liabilities, which relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated earnings on uncompleted contracts are not considered to be a significant financing component because they are generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are classified in deferred revenue in the condensed Consolidated Balance Sheets. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. Contract Costs. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs mainly include the internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the revenue is recognized. Deferred Revenue |
Lessee Accounting | Lessee Accounting We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and operating lease liabilities, net of current portion in our condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit discount rate when readily determinable; however, as most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease valuation may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We elected not to separate lease and non-lease components of its operating leases in which it is the lessee and lessor. Additionally, we elected not to recognize right-of-use assets and leases liabilities that arise from short-term leases of twelve months or less. |
Lessor Accounting | Lessor Accounting The majority of the lease income of the Healthcare division comes from camera rentals and the lease income of the Construction division comes from the rental of the Waterford facility to a commercial tenant. We determine lease classification at the commencement date. Leases not classified as sales-type or direct financing leases are classified as operating leases. The primary accounting criteria we use for lease classification are (a) review to determine if the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, (b) review to determine if the lease grants the lessee a purchase option that the lessee is reasonably certain to exercise, (c) determine, using a seventy-five percent or more threshold, if the lease term is for a major part of the remaining economic life of the underlying asset (however, we do not use this classification criterion when the lease commencement date falls within the last 25 percent of the total economic life of the underlying asset) and (d) determine, using a 90 percent or more threshold, if the present value of the sum of the lease payments and any residual value guarantees equal or exceeds substantially all of the fair value of the underlying asset. We do not lease equipment of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Each of our leases is classified as an operating lease. We elected the operating lease practical expedient for its leases to not separate non-lease components of regular maintenance services from associated lease components. This practical expedient is available when both of the following are met: (i) the timing and pattern of transfer of the non-lease components and associated lease component are the same and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Property taxes paid by the lessor that are reimbursed by the lessee are considered to be lessor costs of owning the asset, and are recorded gross with revenue included in other non-interest income and expense recorded in operating expenses. We selected a lessor accounting policy election to exclude from revenue and expenses sales taxes and other similar taxes assessed by a governmental authority on lease revenue-producing transactions and collected by the lessor from a lessee. Operating lease equipment is carried at cost less accumulated depreciation. Operating lease equipment is depreciated to its estimated residual value using the straight-line method over the lease term or estimated useful life of the asset. Rental revenue on operating leases is recognized on a straight-line basis over the lease term unless collectability is not probable. In these cases, rental revenue is recognized as payments are received. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. We limit our exposure to credit loss by generally placing cash in high credit quality financial institutions. Cash balances are maintained primarily at major financial institutions in the United States and a portion of which exceed the regulatory limit of $250,000 insured by the Federal Deposit Insurance Corporation (FDIC). We have not experienced any credit losses associated with our cash balances. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. |
Variable Interest Entities | Variable Interest Entities We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”). We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the significant losses or benefits. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary. |
Reclassification | Reclassification PPP Loan forgiveness reclassification has been made to the prior period financial statements to conform to the current year financial statement presentation of the condensed Consolidated Statements of Operations. This change did not impact previously reported net loss, loss per share, stockholders’ equity, total assets or the condensed Consolidated Statements of Cash Flows. Finance Lease liabilities and Investments reclassifications have been made to the prior period financial statements to conform to the current year financial statement presentation of the condensed Consolidated Balance Sheets. These changes did not impact previously reported net (loss) income, (loss) income per share, stockholders’ equity, total liabilities, total assets or the condensed Consolidated Statements of Cash Flows. |
New Accounting Standards To Be Adopted and Recently Adopted Accounting Standards | New Accounting Standards To Be Adopted In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. This update is effective for annual periods beginning after December 15, 2022, and interim periods within those periods, and early adoption is permitted. We expect to adopt the standard on its effective date in the first quarter of 2023. We believe the adoption will modify the way we analyze financial instruments, but currently do not expect the adoption to have a material financial impact on our condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), to temporarily ease the potential burden in accounting for reference rate reform. The standard provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The guidance generally can be applied through December 31, 2022. We will monitor our contracts and transactions for potential application of this ASU. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2021 (or December 15, 2023 for companies who meet the SEC definition of Smaller Reporting Companies), and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition. Early adoption is permitted. The Company early adopted this standard on January 1, 2021 by applying the modified retrospective approach. There was no cumulative-effect transition adjustment required to the opening balance of accumulated deficit upon the adoption of this standard. |
Commitments and Contingencies | In the normal course of business, we have been and will likely continue to be subject to other litigation or administrative proceedings incidental to our business, such as claims related to compliance with regulatory standards, customer disputes, employment practices, wage and hour disputes, product liability, professional liability, malpractice liability, commercial disputes, licensure restrictions or denials, and warranty or patent infringement. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters and currently do not expect that the resolution of these matters will have a material adverse effect on our financial position or results of operations. The outcome of litigation and the amount or range of potential loss at particular points in time may be difficult to ascertain. Among other things, uncertainties can include how trial and appellate courts will apply the law and interpret facts, as well as the contractual and statutory obligations of other indemnifying and insuring parties. The estimated range of reasonably possible losses, and their effect on our financial position is based upon currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations Information | The following table presents financial results of DMS Health for the three months ended March 31, 2021. There have been no activities for the three months ended March 31, 2022 (in thousands): Three Months Ended March 31, 2021 Total revenues $ 9,490 Total cost of revenues 6,973 Gross profit 2,517 Operating expenses: Selling, general and administrative 1,469 Total operating expenses 1,469 Income from discontinued operations 1,048 Interest expense, net (180) Gain on sale of discontinued operations 5,224 Income from discontinuing operations before income taxes 6,092 Income tax expense (72) Income from discontinuing operations $ 6,020 There have been no activities for the three months ended March 31, 2022. The following table presents the significant non-cash operating, investing and financing activities from discontinued operations for the three months ended March 31, 2021 (in thousands): Three Months Ended March 31, 2021 Operating activities Depreciation $ 8 Non-cash lease expense 256 Write-off of borrowing costs 130 Gain on sale of DMS discontinued operations (5,224) Investing activities Purchase of property and equipment (154) Proceeds from sale of discontinued operations 18,750 Proceeds from sale of property and equipment 3 Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the three months ended March 31, 2021 (in thousands): Estimated proceeds of the disposition, net of transaction costs $ 18,750 Assets of the businesses (20,920) Liabilities of the businesses 7,712 Transaction expenses (318) Pre-tax gain on the disposition $ 5,224 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our revenues for the three months ended March 31, 2022 and 2021, disaggregated by major source (in thousands): Three Months Ended March 31, 2022 Healthcare Construction Total Major Goods/Service Lines Mobile Imaging $ 10,518 $ — $ 10,518 Camera 1,132 — 1,132 Camera Support 1,679 — 1,679 Healthcare Revenue from Contracts with Customers 13,329 — 13,329 Lease Income 89 — 89 Construction — 11,631 11,631 Total Revenues $ 13,418 $ 11,631 $ 25,049 Timing of Revenue Recognition Services and goods transferred over time $ 10,854 $ 1,897 $ 12,751 Services and goods transferred at a point in time 2,564 9,734 12,298 Total Revenues $ 13,418 $ 11,631 $ 25,049 Three Months Ended March 31, 2021 Healthcare Construction Total Major Goods/Service Lines Mobile Imaging $ 10,181 $ — $ 10,181 Camera 1,422 — 1,422 Camera Support 1,646 — 1,646 Healthcare Revenue from Contracts with Customers 13,249 — 13,249 Lease Income 58 38 96 Construction — 9,009 9,009 Total Revenues $ 13,307 $ 9,047 $ 22,354 Timing of Revenue Recognition Services and goods transferred over time $ 11,092 $ 2,731 $ 13,823 Services and goods transferred at a point in time 2,215 6,316 8,531 Total Revenues $ 13,307 $ 9,047 $ 22,354 |
Changes in Deferred Revenue | Changes in the deferred revenue for three months ended March 31, 2022, is as follows (in thousands): Balance at December 31, 2021 $ 2,869 Revenue recognized that was included in balance at beginning of the year (2,011) Deferred revenue, net, related to contracts entered into during the year 2,503 Balance at March 31, 2022 $ 3,361 Changes in the billings in excess of costs and estimated profit for three months ended March 31, 2022 is as follows (in thousands): Balance at December 31, 2021 $ 312 Revenue recognized that was included in balance at beginning of the year (312) Billings in excess of costs, related to contracts entered into during the year 15 Balance at March 31, 2022 $ 15 |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Reconciliation of Shares Used to Compute Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the reconciliation of shares used to compute basic and diluted net (loss) or income per share for the periods indicated (in thousands): Three Months Ended March 31, 2022 2021 Numerator: Loss from continuing operations, net of tax $ (3,701) $ (588) Income from discontinued operations, net of tax — 6,020 Net (loss) income (3,701) 5,432 Deemed dividend on Series A perpetual preferred stock (479) (479) Net (loss) income attributable to common shareholders $ (4,180) $ 4,953 Denominator: Weighted average common shares outstanding 12,434 4,916 Weighted average prefunded warrants outstanding 235 — Weighted average shares outstanding - basic and diluted 12,669 4,916 Net (loss) income per share - basic and diluted Net loss per share, continuing operations $ (0.29) $ (0.12) Net income per share, discontinued operations $ — $ 1.22 Net (loss) income per share - basic and diluted $ (0.29) $ 1.10 Deemed dividend on Series A perpetual preferred stock per share $ (0.04) $ (0.10) Net (loss) income per share, attributable to common shareholders - basic and diluted $ (0.33) $ 1.01 |
Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) Per Share | The computation of diluted earnings per share excludes stock options, RSUs, and stock warrants that are anti-dilutive. The following common stock equivalents were anti-dilutive (in thousands): Three Months Ended March 31, 2022 2021 Stock options 6 25 Restricted stock units 271 68 Stock warrants 9,361 866 Total 9,638 959 |
Supplementary Balance Sheet I_2
Supplementary Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The components of inventories are as follows (in thousands): March 31, 2022 December 31, 2021 Raw materials $ 7,167 $ 5,870 Work-in-process 2,252 2,145 Finished goods 1,191 830 Total inventories 10,610 8,845 Less reserve for excess and obsolete inventories (323) (320) Total inventories, net $ 10,287 $ 8,525 |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): March 31, 2022 December 31, 2021 Land $ 805 $ 805 Buildings and leasehold improvements 4,832 4,823 Machinery and equipment 24,940 24,881 Computer hardware and software 2,387 2,387 Gross property and equipment 32,964 32,896 Accumulated depreciation (24,111) (23,978) Total property and equipment, net $ 8,853 $ 8,918 |
Schedule of Product Warranty Liability | The activities related to our warranty reserve for the quarter ended March 31, 2022 and year ended December 31, 2021 are as follows (in thousands): March 31, 2022 December 31, 2021 Balance at the beginning of year $ 569 $ 214 Charges to cost of revenues 26 963 Applied to liability (175) (608) Balance at the end of period $ 420 $ 569 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost and Other Information | The components of lease expense are as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating lease cost $ 396 $ 334 Finance lease cost: Amortization of finance lease assets $ 123 $ 106 Interest on finance lease liabilities 17 21 Total finance lease cost $ 140 $ 127 Supplemental cash flow information related to leases from continuing operations was as follows (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 199 $ 317 Operating cash flows from finance leases $ 17 $ 21 Financing cash flows from finance leases $ 157 $ 149 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 1,229 $ 1,537 |
Schedule of Balance Sheet Information | Supplemental balance sheet information related to leases was as follows (in thousands): March 31, December 31, Weighted average remaining lease term (in years) Operating leases 4.2 3.9 Finance leases 2.6 2.6 Weighted average discount rate Operating leases 3.82 % 4.23 % Finance leases 4.99 % 5.05 % |
Schedule of Future Minimum Finance Lease Payments | The future minimum lease payments due under both non-cancelable operating leases and finance leases having initial or remaining lease terms in excess of one year as of March 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2022 (excludes the three months ended March 31, 2022) $ 1,218 $ 480 2023 1,517 419 2024 1,354 264 2025 828 96 2026 and thereafter 951 14 Total future minimum lease payments 5,868 1,273 Less amounts representing interest 450 75 Present value of lease obligations $ 5,418 $ 1,198 |
Schedule of Future Minimum Operating Lease Payments, Lessee | The future minimum lease payments due under both non-cancelable operating leases and finance leases having initial or remaining lease terms in excess of one year as of March 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2022 (excludes the three months ended March 31, 2022) $ 1,218 $ 480 2023 1,517 419 2024 1,354 264 2025 828 96 2026 and thereafter 951 14 Total future minimum lease payments 5,868 1,273 Less amounts representing interest 450 75 Present value of lease obligations $ 5,418 $ 1,198 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Measured at Fair Value on a Recurring Basis | The following table presents information about our financial assets that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques we utilize to determine such fair value at March 31, 2022 and December 31, 2021 (in thousands): Fair Value as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Equity securities $ 1,195 $ — $ — $ 1,195 Lumber derivative contracts (13) — — (13) VIE Investments — — 337 337 Total $ 1,182 $ — $ 337 $ 1,519 Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Equity securities $ 47 $ — $ — $ 47 Lumber derivative contracts 666 — — 666 VIE Investments — — 337 337 Total $ 713 $ — $ 337 $ 1,050 |
Derivative Instruments, Gain (Loss) | Gains and losses from lumber derivative contracts, are recorded in cost of goods sold of the condensed Consolidated Statements of Operations and included the following: March 31, 2022 Amount Unrealized loss on lumber derivatives $ 676 Realized gain on lumber derivatives (448) Total loss on lumber derivatives $ 228 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt | A summary of debt as of March 31, 2022 and December 31, 2021 is as follows (dollars in thousands): March 31, 2022 December 31, 2021 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - Gerber KBS $ 2,921 6.25% $ 3,131 6.00% Revolving Credit Facility - Gerber EBGL 2,081 6.25% 1,652 6.00% Revolving Credit Facility - SNB 7,334 2.95% 7,016 2.60% Total Short-term Revolving Credit Facilities $ 12,336 4.29% $ 11,799 3.98% Gerber - Star Loan Principal, net $ 998 6.50% $ 1,070 6.25% Short Term Loan $ 998 6.50% $ 1,070 6.25% Total Short-term debt $ 13,334 4.45% $ 12,869 4.17% |
Summary of Long-Term Debt | A summary of debt as of March 31, 2022 and December 31, 2021 is as follows (dollars in thousands): March 31, 2022 December 31, 2021 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - Gerber KBS $ 2,921 6.25% $ 3,131 6.00% Revolving Credit Facility - Gerber EBGL 2,081 6.25% 1,652 6.00% Revolving Credit Facility - SNB 7,334 2.95% 7,016 2.60% Total Short-term Revolving Credit Facilities $ 12,336 4.29% $ 11,799 3.98% Gerber - Star Loan Principal, net $ 998 6.50% $ 1,070 6.25% Short Term Loan $ 998 6.50% $ 1,070 6.25% Total Short-term debt $ 13,334 4.45% $ 12,869 4.17% The following table presents the Star Loan balance, net of unamortized debt issuance costs as of March 31, 2022 (in thousands): March 31, 2022 Amount Gerber - Star Loan Principal $ 1,146 Unamortized debt issuance costs (148) Gerber - Star Loan Principal, net $ 998 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | It is as follows (in thousands): Three Months Ended March 31, 2022 2021 (1) Revenue by segment: Healthcare $ 13,418 $ 13,307 Construction 11,631 9,047 Investments 158 158 Intersegment elimination (158) (158) Consolidated revenue $ 25,049 $ 22,354 Gross profit (loss) by segment: Healthcare $ 3,176 $ 2,598 Construction 1,586 544 Investments 59 93 Intersegment elimination (158) (158) Consolidated gross profit $ 4,663 $ 3,077 Income (loss) from operations by segment: Healthcare $ 78 $ 837 Construction (759) (1,547) Investments 59 234 Star equity corporate and intersegment elimination (1,933) (1,093) Segment loss from operations $ (2,555) $ (1,569) Depreciation and amortization by segment: Healthcare $ 315 $ 357 Construction 487 479 Investments 99 65 Total depreciation and amortization $ 901 $ 901 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Policies - Narrative (Details) | May 19, 2022USD ($)$ / shares | Feb. 25, 2022USD ($)$ / shares | Jan. 24, 2022USD ($) | Mar. 31, 2021USD ($)segment | Jun. 30, 2022USD ($) | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 31, 2020USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Number of operating segments | segment | 3 | |||||||||
Proceeds from sale of discontinued operations | $ 0 | $ 18,750,000 | ||||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||
Preferred stock, liquidation preference per share (USD per share) | $ / shares | $ 10 | |||||||||
Dividends declared per Series A perpetual preferred stock (usd per share) | $ / shares | $ 0.25 | $ 0 | ||||||||
Preferred stock dividends paid | $ 0 | |||||||||
Loss from continuing operations, net of tax | (3,701,000) | $ (588,000) | ||||||||
Accumulated deficit | (131,670,000) | $ (127,969,000) | ||||||||
Net cash provided by (used in) operating activities | (636,000) | (2,232,000) | ||||||||
Cash and cash equivalents | $ 13,175,000 | 15,035,000 | $ 13,175,000 | 4,538,000 | ||||||
Short-term debt | $ 13,334,000 | 12,869,000 | ||||||||
Related party notes | $ 2,300,000 | |||||||||
Extended warranty period | 1 year | |||||||||
Cash, FDIC insured amount | $ 250,000 | |||||||||
2022 Public Offering | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Consideration received | $ 14,300,000 | |||||||||
Net proceeds | $ 12,700,000 | |||||||||
Series A Cumulative Perpetual Preferred Stock | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||
Dividends declared per Series A perpetual preferred stock (usd per share) | $ / shares | $ 0.25 | |||||||||
Preferred stock dividends paid | $ 500,000 | $ 500,000 | ||||||||
Series A Cumulative Perpetual Preferred Stock | Subsequent Event | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Dividends declared per Series A perpetual preferred stock (usd per share) | $ / shares | $ 0.25 | |||||||||
Preferred stock dividends paid | $ 500,000 | $ 500,000 | ||||||||
Star Loan Agreement | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Short-term debt | 1,000,000 | |||||||||
Revolving Credit Facility | Star Credit Parties | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Maximum borrowing capacity | $ 2,500,000 | |||||||||
Revolving Credit Facility | Line of Credit | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Short-term debt | 5,000,000 | |||||||||
Revolving Credit Facility | Revolving Credit Facility - SNB | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Short-term debt | 13,300,000 | |||||||||
Short-term debt | $ 7,334,000 | $ 7,016,000 | ||||||||
Revolving Credit Facility | Star Loan Agreement | Prime Rate | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Basis spread (percent) | 3.50% | |||||||||
DMS Health | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Proceeds from sale of discontinued operations | $ 18,750,000 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - DMS Health - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Term of contract | 3 years | ||
Total revenues | $ 400 | $ 9,490 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sale of discontinued operations | $ 0 | $ 847 |
Income from discontinuing operations | 0 | 6,020 |
DMS Health | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenues | $ 400 | 9,490 |
Total cost of revenues | 6,973 | |
Gross profit | 2,517 | |
Selling, general and administrative | 1,469 | |
Total operating expenses | 1,469 | |
Income from discontinued operations | 1,048 | |
Interest expense, net | (180) | |
Gain on sale of discontinued operations | 5,224 | |
Income from discontinuing operations before income taxes | 6,092 | |
Income tax expense | (72) | |
Income from discontinuing operations | $ 6,020 |
Discontinued Operations - Suppl
Discontinued Operations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Gain on disposal of discontinued operations | $ 0 | $ (5,224) |
Discontinued Operations, Disposed of by Sale | DMS Health | ||
Operating activities | ||
Depreciation | 8 | |
Non-cash lease expense | 256 | |
Write-off of borrowing costs | 130 | |
Gain on disposal of discontinued operations | (5,224) | |
Investing activities | ||
Purchase of property and equipment | (154) | |
Proceeds from sale of discontinued operations | 18,750 | |
Proceeds from sale of property and equipment | $ 3 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation (Details) - DMS Health - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Oct. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Pre-tax gain on the disposition | $ 6,092 | |
Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Estimated proceeds of the disposition, net of transaction costs | 18,750 | $ 18,750 |
Assets of the businesses | (20,920) | |
Liabilities of the businesses | 7,712 | |
Transaction expenses | (318) | |
Pre-tax gain on the disposition | $ 5,224 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Lease Income | $ 89 | $ 96 |
Total Revenues | 25,049 | 22,354 |
Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 12,751 | 13,823 |
Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 12,298 | 8,531 |
Mobile Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 10,518 | 10,181 |
Camera | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 1,132 | 1,422 |
Camera Support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 1,679 | 1,646 |
Healthcare | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 13,329 | 13,249 |
Total Revenues | 13,418 | 13,307 |
Construction | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 11,631 | 9,009 |
Total Revenues | 11,631 | 9,047 |
Healthcare | ||
Disaggregation of Revenue [Line Items] | ||
Lease Income | 89 | 58 |
Total Revenues | 13,418 | 13,307 |
Healthcare | Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 10,854 | 11,092 |
Healthcare | Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 2,564 | 2,215 |
Healthcare | Mobile Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 10,518 | 10,181 |
Healthcare | Camera | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 1,132 | 1,422 |
Healthcare | Camera Support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 1,679 | 1,646 |
Healthcare | Healthcare | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 13,329 | 13,249 |
Healthcare | Construction | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Construction | ||
Disaggregation of Revenue [Line Items] | ||
Lease Income | 0 | 38 |
Total Revenues | 11,631 | 9,047 |
Construction | Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 1,897 | 2,731 |
Construction | Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 9,734 | 6,316 |
Construction | Mobile Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Construction | Camera | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Construction | Camera Support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Construction | Healthcare | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Construction | Construction | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 11,631 | $ 9,009 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Non-current deferred revenue | $ 386,000 | $ 412,000 | |
Billings in excess of costs and estimated profit | 15,000 | 312,000 | |
Other Current Liabilities | |||
Disaggregation of Revenue [Line Items] | |||
Billings in excess of costs and estimated profit | 15,000 | 300,000 | |
Other Current Assets | |||
Disaggregation of Revenue [Line Items] | |||
Total contract assets | 55,000 | $ 0 | |
Services and goods transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | (12,298,000) | $ (8,531,000) | |
Revision of Prior Period, Reclassification, Adjustment | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | (600,000) | ||
Camera | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | $ (1,132,000) | (1,422,000) | |
Warranty term (in years) | 1 year | ||
Camera Support | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | $ (1,679,000) | (1,646,000) | |
Diagnostic Services | Services and goods transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | (2,564,000) | (2,215,000) | |
Diagnostic Services | Revision of Prior Period, Reclassification, Adjustment | Services and goods transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | (600,000) | ||
Diagnostic Services | Camera | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | (1,132,000) | (1,422,000) | |
Diagnostic Services | Camera Support | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | $ (1,679,000) | $ (1,646,000) | |
Healthcare | Camera Support | Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Service contract term (in months) | 12 months | ||
Healthcare | Camera Support | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Service contract term (in months) | 48 months |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Deferred Revenue And Billings in Excess of Cost and Estimated Profit (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Deferred Revenue | |
Beginning balance | $ 2,869 |
Revenue recognized that was included in balance at beginning of the year | (2,011) |
Deferred revenue, net, related to contracts entered into during the year | 2,503 |
Ending balance | 3,361 |
Billings in Excess of Costs and Estimated Profit | |
Beginning balance | 312 |
Revenue recognized that was included in balance at beginning of the year | (312) |
Billings in excess of costs, related to contracts entered into during the year | 15 |
Ending balance | $ 15 |
Basic and Diluted Net Income _3
Basic and Diluted Net Income (Loss) Per Share - Reconciliation of Shares Used to Compute Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Loss from continuing operations, net of tax | $ (3,701) | $ (588) |
Income from discontinued operations, net of tax | 0 | 6,020 |
Net (loss) income | (3,701) | 5,432 |
Deemed dividend on Series A perpetual preferred stock | (479) | (479) |
Net (loss) income attributable to common shareholders | $ (4,180) | $ 4,953 |
Denominator: | ||
Weighted average number of shares outstanding (in shares) | 12,434 | 4,916 |
Weighted average prefunded warrants outstanding (in shares) | 235 | 0 |
Weighted-average shares outstanding - basic (in shares) | 12,669 | 4,916 |
Weighted average share outstanding - diluted (in shares) | 12,669 | 4,916 |
Net (loss) income per share - basic and diluted | ||
Net loss per share, continuing operations, basic (usd per share) | $ (0.29) | $ (0.12) |
Net loss per share, continuing operations, diluted (usd per share) | (0.29) | (0.12) |
Net income per share, discontinued operations, basic (usd per share) | 0 | 1.22 |
Net income per share, discontinued operations, diluted (usd per share) | 0 | 1.22 |
Net (loss) income per share - basic (usd per share) | (0.29) | 1.10 |
Net (loss) income per share - diluted (usd per share) | (0.29) | 1.10 |
Deemed dividend on Series A redeemable preferred stock per share (in usd per share) | (0.04) | (0.10) |
Net (loss) income per share, attributable to common shareholders— basic (usd per share) | (0.33) | 1.01 |
Net (loss) income per share, attributable to common shareholders— diluted (usd per share) | $ (0.33) | $ 1.01 |
Basic and Diluted Net Income _4
Basic and Diluted Net Income (Loss) Per Share - Anti-dilutive Shares (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,638 | 959 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6 | 25 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 271 | 68 |
Stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,361 | 866 |
Supplementary Balance Sheet I_3
Supplementary Balance Sheet Information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,167 | $ 5,870 |
Work-in-process | 2,252 | 2,145 |
Finished goods | 1,191 | 830 |
Total inventories | 10,610 | 8,845 |
Less reserve for excess and obsolete inventories | (323) | (320) |
Total inventories, net | $ 10,287 | $ 8,525 |
Supplementary Balance Sheet I_4
Supplementary Balance Sheet Information - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 32,964 | $ 32,896 |
Accumulated depreciation | (24,111) | (23,978) |
Total property and equipment, net | 8,853 | 8,918 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 805 | 805 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 4,832 | 4,823 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 24,940 | 24,881 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 2,387 | $ 2,387 |
Supplementary Balance Sheet I_5
Supplementary Balance Sheet Information - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 32,964 | $ 32,896 | |
Depreciation | $ 471 | $ 471 | |
Building And Construction | |||
Property, Plant and Equipment [Line Items] | |||
Standard warranty period | 12 months | ||
EBGL | |||
Property, Plant and Equipment [Line Items] | |||
Standard warranty period | 25 years | ||
Land and Building | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 2,000 |
Supplementary Balance Sheet I_6
Supplementary Balance Sheet Information - Warranty Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at the beginning of year | $ 569 | $ 214 |
Charges to cost of revenues | 26 | 963 |
Applied to liability | (175) | $ (608) |
Balance at the end of period | $ 420 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |
Option to terminate period (in years) | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 10 years |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 396 | $ 334 |
Finance lease cost: | ||
Amortization of finance lease assets | 123 | 106 |
Interest on finance lease liabilities | 17 | 21 |
Total finance lease cost | $ 140 | $ 127 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 199 | $ 317 |
Operating cash flows from finance leases | 17 | 21 |
Financing cash flows from finance leases | 157 | 149 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | $ 1,229 | $ 1,537 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease, weighted average remaining lease term (in years) | 4 years 2 months 12 days | 3 years 10 months 24 days |
Financing leases, weighted average remaining lease term (in years) | 2 years 7 months 6 days | 2 years 7 months 6 days |
Operating leases, weighted average discount rate (percent) | 3.82% | 4.23% |
Financing leases, weighted average discount rate (percent) | 4.99% | 5.05% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments, Lessee (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating Leases | |
2022 (excludes the three months ended March 31, 2022) | $ 1,218 |
2023 | 1,517 |
2024 | 1,354 |
2025 | 828 |
2026 and thereafter | 951 |
Total future minimum lease payments | 5,868 |
Less amounts representing interest | 450 |
Present value of lease obligations | 5,418 |
Finance Leases | |
2022 (excludes the three months ended March 31, 2022) | 480 |
2023 | 419 |
2024 | 264 |
2025 | 96 |
2026 and thereafter | 14 |
Total future minimum lease payments | 1,273 |
Less amounts representing interest | 75 |
Present value of lease obligations | $ 1,198 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | $ 1,195 | $ 47 |
Lumber derivative contracts | (13) | |
Lumber derivative contracts | 666 | |
VIE Investments | 337 | 337 |
Total | 1,519 | 1,050 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 1,195 | 47 |
Lumber derivative contracts | (13) | |
Lumber derivative contracts | 666 | |
VIE Investments | 0 | 0 |
Total | 1,182 | 713 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 0 | 0 |
Lumber derivative contracts | 0 | |
Lumber derivative contracts | 0 | |
VIE Investments | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 0 | 0 |
Lumber derivative contracts | 0 | |
Lumber derivative contracts | 0 | |
VIE Investments | 337 | 337 |
Total | $ 337 | $ 337 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) boardFeet in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($)boardFeetderivative | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)boardFeetderivative | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, unrealized gain | $ (92) | ||
Equity securities, unrealized loss | $ (23) | ||
Other investments | 300 | $ 300 | |
Commodity Contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total loss on lumber derivatives | $ 228 | ||
Long | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative, nonmonetary notional amount (board feet) | boardFeet | 2,530 | 2,420 | |
Number of derivative instruments held | derivative | 23 | 22 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Instruments, Gain (Loss) (Details) - Commodity Contract $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Unrealized loss on lumber derivatives | $ 676 |
Realized gain on lumber derivatives | (448) |
Total loss on lumber derivatives | $ 228 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 13,334 | $ 12,869 |
Gerber - Star Loan Principal, net | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 998 | $ 1,070 |
Weighted-Average Interest Rate | 6.50% | 6.25% |
Short Term Loan | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 998 | $ 1,070 |
Weighted-Average Interest Rate | 6.50% | 6.25% |
Total Short-term debt | ||
Debt Instrument [Line Items] | ||
Total Short-term debt | $ 13,334 | $ 12,869 |
Weighted-Average Interest Rate | 4.45% | 4.17% |
Revolving Credit Facility | Revolving Credit Facility - Gerber KBS | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 2,921 | $ 3,131 |
Weighted-Average Interest Rate | 6.25% | 6.00% |
Revolving Credit Facility | Revolving Credit Facility - Gerber EBGL | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 2,081 | $ 1,652 |
Weighted-Average Interest Rate | 6.25% | 6.00% |
Revolving Credit Facility | Revolving Credit Facility - SNB | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 7,334 | $ 7,016 |
Weighted-Average Interest Rate | 2.95% | 2.60% |
Revolving Credit Facility | Total Short-term Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 12,336 | $ 11,799 |
Weighted-Average Interest Rate | 4.29% | 3.98% |
Debt - Term Loans (Details)
Debt - Term Loans (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Short-term debt | $ 13,334 | $ 12,869 |
Unamortized debt issuance costs | (148) | |
Gerber - Star Loan Principal, net | 998 | |
Gerber - Star Loan Principal, net | ||
Debt Instrument [Line Items] | ||
Short-term debt | 998 | $ 1,070 |
Star Loan Agreement | ||
Debt Instrument [Line Items] | ||
Short-term debt | 1,000 | |
Gerber - Star Loan Principal | $ 1,146 |
Debt - Sterling Credit Facility
Debt - Sterling Credit Facility (Details) - Revolving Credit Facility - USD ($) $ in Millions | Mar. 29, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 26, 2021 |
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 3.00% | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Borrowing availability | $ 0.4 | |||
SNB | Line of Credit | Revolving Credit Facility - SNB | ||||
Debt Instrument [Line Items] | ||||
Debt term (in years) | 5 years | |||
Maximum borrowing capacity | $ 20 | $ 7 | ||
Letters of credit (not to exceed) | $ 0.5 | |||
Borrowing availability | 1.1 | |||
Unused capacity fee percentage | 0.25% | |||
Remaining borrowing capacity | $ 4 | |||
SNB | Line of Credit | Revolving Credit Facility - SNB | Minimum | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio | 1.25 | |||
SNB | Line of Credit | Revolving Credit Facility - SNB | Maximum | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio | 3.50 | |||
SNB | Line of Credit | Revolving Credit Facility - SNB | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 2.50% | |||
Basis spread (percent) | 2.25% | |||
SNB | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit (not to exceed) | $ 0.1 |
Debt - Construction Loan Agreem
Debt - Construction Loan Agreements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 30, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 998 | ||
Short-term debt | 13,334 | $ 12,869 | |
Revolving Credit Facility | Revolving Credit Facility - Gerber KBS | |||
Debt Instrument [Line Items] | |||
Short-term debt | 2,921 | 3,131 | |
Revolving Credit Facility | Revolving Credit Facility - Gerber EBGL | |||
Debt Instrument [Line Items] | |||
Short-term debt | 2,081 | $ 1,652 | |
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt | 5,000 | ||
Borrowing availability | 400 | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility - Gerber KBS | |||
Debt Instrument [Line Items] | |||
Maximum credit amount | 4,000 | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility - Gerber EBGL | |||
Debt Instrument [Line Items] | |||
Maximum credit amount | $ 3,000 | $ 4,000 |
Debt - KBS Loan Agreement (Deta
Debt - KBS Loan Agreement (Details) - USD ($) | Feb. 23, 2016 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 26, 2021 |
Debt Instrument [Line Items] | ||||||
Short-term debt | $ 13,334,000 | $ 12,869,000 | ||||
Revolving Credit Facility - Gerber KBS | Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Debt covenant for income | $ 0 | $ 500,000 | ||||
Debt covenant, minimum earnings before interest tax and depreciation | $ 0 | $ 850,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (percent) | 3.00% | |||||
Revolving Credit Facility | Revolving Credit Facility - Gerber KBS | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate (percent) | 6.25% | 6.00% | ||||
Short-term debt | $ 2,921,000 | $ 3,131,000 | ||||
Revolving Credit Facility | Line of Credit | KBS Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 4,000,000 | |||||
Automatic extension period (in years) | 1 year | |||||
Revolving Credit Facility | Line of Credit | KBS Loan Agreement | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (percent) | 2.75% | |||||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility - Gerber KBS | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 4,000,000 | |||||
Commitment fee percentage (percent) | 1.50% | |||||
Monthly collateral monitoring fee percentage (percent) | 0.10% |
Debt - EBGL Premier Note (Detai
Debt - EBGL Premier Note (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 26, 2021 | Jan. 31, 2020 | Jun. 30, 2017 |
Debt Instrument [Line Items] | |||||
Short-term debt | $ 13,334,000 | $ 12,869,000 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Stated rate (percent) | 3.00% | ||||
Revolving Credit Facility | Line of Credit | EBGL Premier Note | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,000,000 | $ 3,000,000 | |||
Stated rate (percent) | 5.75% | ||||
Short-term debt | $ 0 | ||||
Revolving Credit Facility | Line of Credit | EBGL Premier Note | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Stated rate (percent) | 1.50% |
Debt - Gerber Star and EBGL Loa
Debt - Gerber Star and EBGL Loans (Details) | Jan. 31, 2020USD ($)installment | Mar. 31, 2022USD ($) | Jun. 30, 2022USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Jul. 30, 2021USD ($) | Feb. 26, 2021USD ($) | Mar. 05, 2020USD ($) | Jun. 30, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||
Short-term debt | $ 13,334,000 | $ 12,869,000 | |||||||
Star Loan Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Short-term debt | 1,000,000 | ||||||||
Gerber EBGL | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt covenant for income | $ 0 | $ 1,000,000 | |||||||
Debt covenant, minimum earnings before interest tax and depreciation | $ 0 | $ 1,000,000 | |||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated rate (percent) | 3.00% | ||||||||
Revolving Credit Facility | Star Credit Parties | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 2,500,000 | ||||||||
Revolving Credit Facility | EBGL Credit Parties | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 3,000,000 | ||||||||
Automatic extension period (in years) | 1 year | ||||||||
Revolving Credit Facility | Board of Directors Chairman | Star Credit Parties | |||||||||
Debt Instrument [Line Items] | |||||||||
Contractual obligation discharged | $ 2,500,000 | ||||||||
Revolving Credit Facility | Prime Rate | EBGL Credit Parties | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread (percent) | 2.75% | ||||||||
Revolving Credit Facility | KBS Builders Inc | Star Credit Parties | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 2,000,000 | ||||||||
Number of monthly installments | installment | 60 | ||||||||
Revolving Credit Facility | EBGL | Star Credit Parties | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 500,000 | ||||||||
Number of monthly installments | installment | 12 | ||||||||
Line of credit facility increase | $ 300,000 | ||||||||
Revolving Credit Facility | Star Loan Agreement | Board of Directors Chairman | |||||||||
Debt Instrument [Line Items] | |||||||||
Contractual obligation | $ 2,500,000 | $ 500,000 | |||||||
Revolving Credit Facility | Star Loan Agreement | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread (percent) | 3.50% | ||||||||
Revolving Credit Facility | EBGL Loan Agreement | Collateral Pledged | LSVI | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash | $ 300,000 | ||||||||
Revolving Credit Facility | Gerber EBGL | |||||||||
Debt Instrument [Line Items] | |||||||||
Short-term debt | $ 2,081,000 | $ 1,652,000 | |||||||
Revolving Credit Facility | Gerber EBGL | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 3,000,000 | $ 4,000,000 | |||||||
Revolving Credit Facility | Revolving Credit Facility - Premier | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,000,000 | $ 3,000,000 | |||||||
Commitment fee percentage (percent) | 1.50% | ||||||||
Monthly collateral monitoring fee percentage (percent) | 0.10% | ||||||||
Stated rate (percent) | 5.75% | ||||||||
Short-term debt | $ 0 | ||||||||
Revolving Credit Facility | Revolving Credit Facility - Premier | Prime Rate | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated rate (percent) | 1.50% |
Debt - Paycheck Protection Prog
Debt - Paycheck Protection Program (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 07, 2020 | May 05, 2020 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | ||||||||
Gain on forgiveness of PPP loans | $ 0 | $ (130,000) | $ 4,200,000 | $ 2,500,000 | ||||
PPP Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 6,700,000 | |||||||
Debt term | 2 years | |||||||
Stated rate (percent) | 1.00% | |||||||
Unsecured debt | $ 0 | |||||||
PPP Loans | KBS | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 800,000 | |||||||
PPP Loans | EdgeBuilder | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 200,000 | |||||||
PPP Loans | Glenbrook | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 200,000 | |||||||
PPP Loans | Construction Division | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 5,500,000 | |||||||
PPP Loans | Healthcare Division | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 1,200,000 | |||||||
Company Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 800,000 | |||||||
DIS Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 3,000,000 | |||||||
DMS Imaging Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 1,600,000 | |||||||
DMS Health Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 100,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Apr. 01, 2022 | Dec. 27, 2021 | Dec. 20, 2021 |
Subsequent Event | KBS | |||
Loss Contingencies [Line Items] | |||
Material breach of contract, fee | $ 4,400 | ||
Kiefer v. Heart of Georgia, et al, GA State Ct. | Settled Litigation | |||
Loss Contingencies [Line Items] | |||
Final settlement amount | $ 4,960 | ||
Settlement payment | $ 100 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 950 | $ 2 |
Income tax expense discontinued operations | $ 72 | |
Unrecognized tax benefits | 2,600 | |
Unrecognized tax benefits that would impact effective tax rate | $ 2,100 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segments - Schedule of Segment
Segments - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Consolidated revenue | $ 25,049 | $ 22,354 |
Consolidated gross profit | 4,663 | 3,077 |
(Loss) income from operations by segment | (2,555) | (1,569) |
Segment loss from operations | (2,555) | (1,569) |
Total depreciation and amortization | 901 | 901 |
Healthcare | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 13,418 | 13,307 |
Total depreciation and amortization | 315 | 357 |
Construction | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 11,631 | 9,047 |
Total depreciation and amortization | 487 | 479 |
Investments | ||
Segment Reporting Information [Line Items] | ||
Total depreciation and amortization | 99 | 65 |
Operating Segments | Healthcare | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 13,418 | 13,307 |
Consolidated gross profit | 3,176 | 2,598 |
(Loss) income from operations by segment | 78 | 837 |
Operating Segments | Construction | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 11,631 | 9,047 |
Consolidated gross profit | 1,586 | 544 |
(Loss) income from operations by segment | (759) | (1,547) |
Operating Segments | Investments | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 158 | 158 |
Consolidated gross profit | 59 | 93 |
(Loss) income from operations by segment | 59 | 234 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | (158) | (158) |
Consolidated gross profit | (158) | (158) |
(Loss) income from operations by segment | $ (1,933) | $ (1,093) |
Related Party Transaction (Deta
Related Party Transaction (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 10, 2021 | Sep. 10, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 05, 2020 | Mar. 29, 2019 |
Related Party Transaction [Line Items] | |||||||
Common stock, outstanding (in shares) | 15,029,410 | 5,805,916 | |||||
Related party notes | $ 2.3 | ||||||
Board of Directors Chairman | |||||||
Related Party Transaction [Line Items] | |||||||
Guarantor obligations, maximum exposure, undiscounted | $ 0.5 | $ 1.5 | |||||
Board of Directors Chairman | Digirad Corporation | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, outstanding (in shares) | 1,958,227 | ||||||
Percentage of outstanding shares (percent) | 13.03% | ||||||
Preferred stock, outstanding (in shares) | 1,289,772 | ||||||
ATRM Holdings, Inc. | Board of Directors Chairman | |||||||
Related Party Transaction [Line Items] | |||||||
Number of preferred stock shares acquired (in shares) | 100,000 | ||||||
Share price (in dollars per share) | $ 10 | ||||||
Consideration transferred | $ 1 | ||||||
Private Placement | Board of Directors Chairman | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 650,000 | ||||||
Price of stock sold (in usd per share) | $ 3.25 | ||||||
ATRM Unsecured Promissory Note, Due January 12, 2020 | |||||||
Related Party Transaction [Line Items] | |||||||
Related party notes | $ 0.7 | ||||||
ATRM Unsecured Promissory Note, Due January 12, 2020 | Notes Payable, Other Payables | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Stated rate (percent) | 10.00% | ||||||
ATRM Unsecured Promissory Note, Due January 12, 2020 | Notes Payable, Other Payables | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Weighted average interest rate (percent) | 12.00% | ||||||
ATRM Unsecured Promissory Note, Due June 1, 2020 | |||||||
Related Party Transaction [Line Items] | |||||||
Related party notes | $ 1.2 | ||||||
ATRM Unsecured Promissory Note, Due June 1, 2020 | Notes Payable, Other Payables | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Stated rate (percent) | 10.00% | ||||||
ATRM Unsecured Promissory Note, Due June 1, 2020 | Notes Payable, Other Payables | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Weighted average interest rate (percent) | 12.00% | ||||||
ATRM Unsecured Promissory Note, Due November 30, 2020 | |||||||
Related Party Transaction [Line Items] | |||||||
Related party notes | $ 0.4 | ||||||
ATRM Unsecured Promissory Note, Due November 30, 2020 | Notes Payable, Other Payables | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Stated rate (percent) | 10.00% | ||||||
ATRM Unsecured Promissory Note, Due November 30, 2020 | Notes Payable, Other Payables | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Weighted average interest rate (percent) | 12.00% |
Perpetual Preferred Stock - Nar
Perpetual Preferred Stock - Narrative (Details) - USD ($) | Feb. 25, 2022 | Mar. 31, 2022 |
Class of Stock [Line Items] | ||
Preferred stock, dividend rate, percentage | 10.00% | |
Liquidation preference (usd per share) | $ 10 | |
Preferred stock dividends paid | $ 0 | |
Preferred stock dividends in arrears | $ 0 | |
Series A Cumulative Perpetual Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, dividend rate, percentage | 10.00% | |
Dividends (usd per share) | $ 0.25 | |
Preferred stock dividends paid | $ 500,000 | $ 500,000 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 24, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 14, 2021 |
Schedule of Equity Method Investments [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
2022 Public Offering | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of shares issued in transaction (in shares) | 9,175,000 | |||
Number of warrants exercised (in shares) | 1,425,000 | |||
Exercise price of warrants (usd per share) | $ 0.01 | |||
Price of stock sold (in usd per share) | $ 1.50 | |||
Consideration received | $ 14.3 | |||
Net proceeds | $ 12.7 | |||
2022 Public Offering | Prefunded Warrant | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of warrants issued in transaction (in shares) | 325,000 | |||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 325,000 | |||
Exercise price of warrants (usd per share) | $ 0.01 | |||
Warrants outstanding (in shares) | 300,000 | |||
2022 Public Offering | Firm Purchase Warrants | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of warrants issued in transaction (in shares) | 9,500,000 | |||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 9,500,000 | |||
2022 Public Offering | Option Shares | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of shares issued in transaction (in shares) | 1,425,000 | |||
2022 Public Offering | Option Purchase Warrants | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of warrants issued in transaction (in shares) | 1,425,000 | |||
2022 Public Offering | Stock warrants | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Exercise price of warrants (usd per share) | $ 1.50 | |||
Warrants outstanding (in shares) | 10,900,000 | |||
2020 Public Offering | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 700,000 | |||
Number of warrants exercised (in shares) | 1,000,000 | |||
Exercise price of warrants (usd per share) | $ 2.25 | |||
Warrants outstanding (in shares) | 1,400,000 |
Preferred Stock Rights (Details
Preferred Stock Rights (Details) - $ / shares | Mar. 31, 2022 | Jan. 24, 2022 | Dec. 31, 2021 | Jun. 14, 2021 |
Class of Stock [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of days for stock rights to become exercisable (in days) | 10 days | |||
Acquisition of common stock, threshold (percent) | 4.99% | |||
Dividend rights exercisable (in shares) | 0 | |||
Series C Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Cash redemption price (in usd per share) | $ 12 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | May 19, 2022 | Feb. 25, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Subsequent Event [Line Items] | |||||
Dividends declared per Series A perpetual preferred stock (usd per share) | $ 0.25 | $ 0 | |||
Preferred stock dividends paid | $ 0 | ||||
Series A Cumulative Perpetual Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Dividends declared per Series A perpetual preferred stock (usd per share) | $ 0.25 | ||||
Preferred stock dividends paid | $ 500 | $ 500 | |||
Series A Cumulative Perpetual Preferred Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Dividends declared per Series A perpetual preferred stock (usd per share) | $ 0.25 | ||||
Preferred stock dividends paid | $ 500 | $ 500 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity, Not Primary Beneficiary, Disclosures [Abstract] | ||
Other investments | $ 0.3 | $ 0.3 |