Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 07, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 | 15,521,090 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Revenues: | |||||
Total revenues | $ 8,893 | $ 16,806 | $ 21,239 | $ 28,437 | |
Cost of revenues: | |||||
Total cost of revenues | 6,290 | 14,385 | 14,370 | 24,529 | |
Gross profit | 2,603 | 2,421 | 6,869 | 3,908 | |
Operating expenses: | |||||
Selling, general and administrative | 4,209 | 3,195 | 7,893 | 6,885 | |
Amortization of intangible assets | 430 | 430 | 860 | 860 | |
Total operating expenses | 4,639 | 3,625 | 8,753 | 7,745 | |
Income (loss) from continuing operations | (2,036) | (1,204) | (1,884) | (3,837) | |
Other income (expense): | |||||
Other income (expense), net | 568 | (442) | 459 | (444) | |
Interest income (expense), net | 163 | (154) | 136 | (280) | |
Total other income (expense), net | 731 | (596) | 595 | (724) | |
Income (loss) before income taxes from continuing operations | (1,305) | (1,800) | (1,289) | (4,561) | |
Income tax benefit (provision) from continuing operations | (61) | 510 | (61) | (1,160) | |
Income (loss) from continuing operations, net of tax | (1,366) | (1,290) | (1,350) | (5,721) | |
Income (loss) from discontinued operations, net of tax (Note 10) | 26,957 | (286) | 27,376 | 444 | |
Net income (loss) | 25,591 | (1,576) | 26,026 | (5,277) | |
Deemed dividend on Series A perpetual preferred stock | (479) | (479) | (958) | (958) | |
Net income (loss) attributable to common shareholders | 25,112 | (2,055) | 25,068 | (6,235) | |
Net income (loss) attributable to common shareholders | $ 25,112 | $ (2,055) | $ 25,068 | $ (6,235) | |
Net income (loss) per share | |||||
Net income (loss) per share, continuing operations, basic (in usd per share) | [1] | $ (0.09) | $ (0.08) | $ (0.09) | $ (0.41) |
Net income (loss) per share, continuing operations, diluted (in usd per share) | (0.09) | (0.08) | (0.09) | (0.41) | |
Net income (loss) per share, discontinuing operations, basic (in usd per share) | [1] | 1.74 | (0.02) | 1.76 | 0.03 |
Net income (loss) per share, discontinuing operations, diluted (in usd per share) | 1.71 | (0.02) | 1.74 | 0.03 | |
Net income (loss) per share - basic (in usd per share) | [1] | 1.65 | (0.10) | 1.68 | (0.38) |
Net income (loss) per share - diluted (in usd per share) | [1] | 1.63 | (0.10) | 1.66 | (0.37) |
Net income (loss) per share, attributable to common shareholders— basic (in usd per share) | [1] | 1.62 | (0.13) | 1.62 | (0.44) |
Net income (loss) per share, attributable to common shareholders— diluted (in usd per share) | [1] | $ 1.59 | $ (0.13) | $ 1.60 | $ (0.44) |
Weighted-average common shares outstanding— basic (in shares) | [1] | 15,520 | 15,379 | 15,518 | 14,031 |
Weighted-average common shares outstanding— diluted (in shares) | [1] | 15,746 | 15,436 | 15,706 | 14,100 |
Dividends declared per share of Series A perpetual preferred stock (in usd per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.50 | |
Construction | |||||
Revenues: | |||||
Total revenues | $ 8,893 | $ 16,806 | $ 21,239 | $ 28,437 | |
Cost of revenues: | |||||
Total cost of revenues | 6,229 | 14,321 | 14,246 | 24,366 | |
Investments | |||||
Cost of revenues: | |||||
Total cost of revenues | $ 61 | $ 64 | $ 124 | $ 163 | |
[1]Earnings per share may not add due to rounding |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 21,368 | $ 4,377 |
Restricted cash | 53 | 142 |
Investments in equity securities | 4,783 | 3,490 |
Lumber derivative contracts | 43 | 0 |
Accounts receivable, net of allowances of $100 and $270, respectively | 4,190 | 7,975 |
Inventories, net | 4,437 | 4,678 |
Other current assets | 1,744 | 755 |
Current assets – discontinued operations | 0 | 17,851 |
Total current assets | 36,618 | 39,268 |
Property and equipment, net | 4,995 | 5,665 |
Operating lease right-of-use assets, net | 1,666 | 1,856 |
Intangible assets, net | 12,492 | 13,352 |
Goodwill | 4,438 | 4,438 |
Investment in private company | 6,000 | 0 |
Note receivable | 7,000 | 0 |
Other assets | 1,270 | 1,285 |
Non-current assets – discontinued operations | 0 | 7,438 |
Total assets | 74,479 | 73,302 |
Current liabilities: | ||
Accounts payable | 1,261 | 1,447 |
Accrued liabilities | 993 | 462 |
Accrued compensation | 1,318 | 1,838 |
Accrued warranty | 41 | 38 |
Lumber derivative contracts | 0 | 104 |
Deferred revenue | 1,791 | 1,673 |
Short-term debt | 0 | 3,383 |
Operating lease liabilities | 387 | 372 |
Finance lease liabilities | 50 | 82 |
Current liabilities - discontinued operations | 0 | 18,146 |
Total current liabilities | 5,841 | 27,545 |
Deferred tax liabilities | 237 | 0 |
Operating lease liabilities, net of current portion | 1,310 | 1,510 |
Finance lease liabilities, net of current portion | 62 | 96 |
Non-current liabilities - discontinued operations | 0 | 2,396 |
Total liabilities | 7,450 | 31,547 |
Commitments and contingencies (Note 9) | ||
Stockholders’ Equity: | ||
Common stock, $0.0001 par value: 50,000,000 shares authorized; 15,196,458 and 15,177,919 shares issued and outstanding (net of treasury shares) at June 30, 2023 and December 31, 2022, respectively | 1 | 1 |
Treasury stock, at cost; 258,849 shares at June 30, 2023 and December 31, 2022, respectively | (5,728) | (5,728) |
Additional paid-in capital | 160,963 | 161,715 |
Accumulated deficit | (107,195) | (133,221) |
Total stockholders’ equity | 67,029 | 41,755 |
Total liabilities and stockholders’ equity | 74,479 | 73,302 |
Series A Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value | 18,988 | 18,988 |
Series C Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for credit loss, current | $ 100,000 | $ 270,000 |
Liquidation preference (in usd per share) | $ 10 | |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, issued (in shares) | 15,196,458 | 15,177,919 |
Common stock, outstanding (in shares) | 15,196,458 | 15,177,919 |
Treasury stock (in shares) | 258,849 | 258,849 |
Series A Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, liquidation preference shares authorized (in shares) | 8,000,000 | |
Liquidation preference (in usd per share) | $ 10 | |
Preferred stock, shares issued (in shares) | 1,915,637 | |
Preferred stock, outstanding (in shares) | 1,915,637 | |
Preferred stock, liquidation preference | $ 18,988,390 | |
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 | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||
Net (loss) income | $ 26,026 | $ (5,277) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||
Depreciation of property and equipment | 623 | 922 |
Amortization of intangible assets | 860 | 860 |
Non-cash lease expense | 195 | 536 |
Provision for bad debt, net | 77 | 289 |
Stock-based compensation | 206 | 216 |
Amortization of loan issuance costs | 45 | 71 |
Gain on sale of assets | (549) | (44) |
Gain on disposal of discontinued operations | (26,680) | 0 |
Gain on Paycheck Protection Program loan forgiveness | 0 | 594 |
Deferred income taxes | (237) | 0 |
Unrealized (gain) loss of equity securities and lumber derivatives | (1,094) | 1,380 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,057 | 318 |
Inventories | (440) | (2,692) |
Other assets | 46 | (529) |
Accounts payable | 805 | 1,967 |
Accrued compensation | (1,099) | (4) |
Deferred revenue and billings in excess of costs and estimated profit | 88 | 3,253 |
Operating lease liabilities | (268) | (520) |
Other liabilities | (1,796) | 1,597 |
Net cash provided (used) by operating activities | 1,865 | 2,937 |
Investing activities | ||
Purchases of property and equipment | (209) | (754) |
Proceeds from sale of discontinued operations | 19,681 | 0 |
Proceeds from sale of property and equipment | 1,272 | 121 |
Purchases of equity securities | (356) | (2,764) |
Proceeds from sales of equity securities | 9 | 26 |
Net cash provided (used) by investing activities | 20,397 | (3,371) |
Financing activities | ||
Proceeds from borrowings | 33,957 | 53,458 |
Repayment of debt | (36,928) | (54,811) |
Proceeds from the sale of common stock, warrants, and exercise of over allotment options | 1 | 13,198 |
Fees paid on issuance of common stock | 0 | (450) |
Taxes paid related to net share settlement of equity awards | 0 | (3) |
Repayment of obligations under finance leases | (51) | (312) |
Preferred stock dividends paid | (958) | (958) |
Net cash provided (used) by financing activities | (3,979) | 10,122 |
Net increase in cash, cash equivalents, and restricted cash including cash within discontinued operations | 18,283 | 9,688 |
Less: net increase in cash classified within discontinued operations | 1,381 | (467) |
Net increase in cash, cash equivalents, and restricted cash | 16,902 | 10,155 |
Cash, cash equivalents, and restricted cash at beginning of period | 4,519 | 3,928 |
Cash, cash equivalents, and restricted cash at end of period | 21,421 | 14,083 |
Reconciliation of cash, cash equivalents, and restricted cash at end of year | ||
Cash and cash equivalents | 21,368 | 13,287 |
Restricted cash | 53 | 796 |
Cash, cash equivalents, and restricted cash at end of period | 21,421 | 14,083 |
Supplemental Information | ||
Cash paid during the year for interest | 231 | 0 |
Non-Cash Investing Activities | ||
Noncash note receivable | 7,000 | 0 |
Noncash investment in variable interest entity | $ 6,000 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Perpetual Preferred Stock | Common stock | Treasury Stock | Additional paid-in capital | Accumulated deficit |
Perpetual redeemable preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 1,916,000 | |||||
Perpetual redeemable preferred stock, beginning balance at Dec. 31, 2021 | $ 18,988 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Accrued dividend on redeemable preferred stock | 479 | |||||
Preferred stock dividends paid | $ (479) | |||||
Perpetual redeemable preferred stock, ending balance (in shares) at Mar. 31, 2022 | 1,916,000 | |||||
Perpetual redeemable preferred stock, ending balance at Mar. 31, 2022 | $ 18,988 | |||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 5,805,000 | |||||
Beginning balance at Dec. 31, 2021 | 16,754 | $ 0 | $ 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) | 49,000 | |||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | (3) | (3) | ||||
Dividends to holders of preferred stock | (479) | (479) | ||||
Equity issuance costs | (450) | (450) | ||||
Proceeds from the sale of common stock, warrants, and exercise of over allotment options (in shares) | 9,175,000 | |||||
Proceeds from the sale of common stock, warrants, and exercise of over allotment options | 13,198 | $ 1 | 13,197 | |||
Net income (loss) | (3,701) | (3,701) | ||||
Preferred stock, ending balance (in shares) at Mar. 31, 2022 | 0 | |||||
Common stock, ending balance (in shares) at Mar. 31, 2022 | 15,029,000 | |||||
Ending balance at Mar. 31, 2022 | $ 25,463 | $ 0 | $ 1 | (5,728) | 162,860 | (131,670) |
Perpetual redeemable preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 1,916,000 | |||||
Perpetual redeemable preferred stock, beginning balance at Dec. 31, 2021 | $ 18,988 | |||||
Perpetual redeemable preferred stock, ending balance (in shares) at Jun. 30, 2022 | 0 | |||||
Perpetual redeemable preferred stock, ending balance at Jun. 30, 2022 | $ 0 | |||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 5,805,000 | |||||
Beginning balance at Dec. 31, 2021 | 16,754 | $ 0 | $ 0 | (5,728) | 150,451 | (127,969) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (5,277) | |||||
Preferred stock, ending balance (in shares) at Jun. 30, 2022 | 1,916,000 | |||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 15,082,000 | |||||
Ending balance at Jun. 30, 2022 | $ 42,468 | $ 0 | $ 1 | (5,728) | 181,441 | (133,246) |
Perpetual redeemable preferred stock, beginning balance (in shares) at Mar. 31, 2022 | 1,916,000 | |||||
Perpetual redeemable preferred stock, beginning balance at Mar. 31, 2022 | $ 18,988 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Reclassification of preferred stock to permanent equity (See Note 1) (in shares) | (1,916,000) | |||||
Reclassification of preferred stock to permanent equity (See Note 1) | $ (18,988) | |||||
Perpetual redeemable preferred stock, ending balance (in shares) at Jun. 30, 2022 | 0 | |||||
Perpetual redeemable preferred stock, ending balance at Jun. 30, 2022 | $ 0 | |||||
Preferred stock, beginning balance (in shares) at Mar. 31, 2022 | 0 | |||||
Common stock, beginning balance (in shares) at Mar. 31, 2022 | 15,029,000 | |||||
Beginning balance at Mar. 31, 2022 | 25,463 | $ 0 | $ 1 | (5,728) | 162,860 | (131,670) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 72 | 72 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes (in shares) | 53,000 | |||||
Dividends to holders of preferred stock | (479) | |||||
Preferred stock dividends paid | $ 0 | |||||
Reclassification of preferred stock to permanent equity (see Note 1) (in shares) | 1,916,000 | |||||
Reclassification of preferred stock to permanent equity (See Note 1) | 18,988 | 18,988 | ||||
Net income (loss) | (1,576) | (1,576) | ||||
Preferred stock, ending balance (in shares) at Jun. 30, 2022 | 1,916,000 | |||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 15,082,000 | |||||
Ending balance at Jun. 30, 2022 | $ 42,468 | $ 0 | $ 1 | (5,728) | 181,441 | (133,246) |
Preferred stock, beginning balance (in shares) at Dec. 31, 2022 | 1,916,000 | |||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 15,177,919 | 15,178,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 41,755 | $ 18,988 | $ 1 | (5,728) | 161,715 | (133,221) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 102 | 102 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes (in shares) | 15,000 | |||||
Dividends to holders of preferred stock | (479) | (479) | ||||
Net income (loss) | 435 | 435 | ||||
Preferred stock, ending balance (in shares) at Mar. 31, 2023 | 1,916,000 | |||||
Common stock, ending balance (in shares) at Mar. 31, 2023 | 15,193,000 | |||||
Ending balance at Mar. 31, 2023 | $ 41,813 | $ 18,988 | $ 1 | (5,728) | 161,338 | (132,786) |
Preferred stock, beginning balance (in shares) at Dec. 31, 2022 | 1,916,000 | |||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 15,177,919 | 15,178,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 41,755 | $ 18,988 | $ 1 | (5,728) | 161,715 | (133,221) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 26,026 | |||||
Preferred stock, ending balance (in shares) at Jun. 30, 2023 | 1,916,000 | |||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 15,196,458 | 15,197,000 | ||||
Ending balance at Jun. 30, 2023 | $ 67,029 | $ 18,988 | $ 1 | (5,728) | 160,963 | (107,195) |
Preferred stock, beginning balance (in shares) at Mar. 31, 2023 | 1,916,000 | |||||
Common stock, beginning balance (in shares) at Mar. 31, 2023 | 15,193,000 | |||||
Beginning balance at Mar. 31, 2023 | 41,813 | $ 18,988 | $ 1 | (5,728) | 161,338 | (132,786) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 104 | 104 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes (in shares) | 4,000 | |||||
Dividends to holders of preferred stock | (479) | (479) | ||||
Net income (loss) | $ 25,591 | 25,591 | ||||
Preferred stock, ending balance (in shares) at Jun. 30, 2023 | 1,916,000 | |||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 15,196,458 | 15,197,000 | ||||
Ending balance at Jun. 30, 2023 | $ 67,029 | $ 18,988 | $ 1 | $ (5,728) | $ 160,963 | $ (107,195) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUIT YAND STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | |||||
May 19, 2023 | Feb. 17, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | |||||||
Dividends to holders of preferred stock (in usd per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.50 |
Basis of Presentation and Signi
Basis of Presentation and Significant Policies | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 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, 2022, filed with the SEC on Form 10-K on March 15, 2023, 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 related to continuing operations are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of continuing operations for the entire year. The Company Star Equity Holdings, Inc. (“Star Equity,” the “Company,” “we,” or “our”) is a multi-industry diversified holding company with two divisions: Construction and Investments. We previously had a Healthcare division which was sold on May 4, 2023, as further described in Note 2. “Discontinued Operations”. Our common stock and preferred stock are listed on the NASDAQ Global Market exchange as “STRR” and “STRRP”, respectively. Liquidity and Management’s Plan At December 31, 2022, we identified certain conditions and events which in the aggregate required management to perform an assessment of the Company’s ability to continue as a going concern for one year from the financial statements issuance date. Management’s analysis indicated that there was no substantial doubt regarding the entity’s ability to continue as a going concern for one year from the financial statements issuance date. For the six months ended June 30, 2023 we achieved net income of $26.0 million and positive cash flow from operations of $1.9 million. As of June 30, 2023, cash and cash equivalents amounted to $21.4 million and the value of our investments in publicly traded companies was $4.8 million. Additionally, we received approximately $19.7 million in cash from the sale of our Healthcare business on May 4, 2023. We also gave notice to eCapital (as defined in “Debt”) that we would not be renewing our credit facilities with them upon the June 30, 2023 renewal date and paid the full outstanding balance due under all arrangements with eCapital. We believe our June 30, 2023 cash balance provides us ample liquidity to fund our operations for twelve months from the issuance date of these financial statements. Our forecasts are dependent on our ability to maintain margins at our operating companies which includes achieving levels of booked orders, minimizing expenses and achieving certain free cash flow benchmarks. We have begun to explore certain financing arrangements, including real estate sale and leaseback opportunities. There can be no assurance that we will enter into such a financing arrangement or as to the terms of any such financing arrangement. 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 inventory, revenue recognition, lease accounting, fair value measurements (including contingent considerations), litigation and contingent liabilities, variable interest entities, intangible assets and goodwill valuations, equity classification and transactions, and income taxes. Actual results could materially differ from those estimates. 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 or in major money market mutual funds offered through brokerage firms. A portion of our cash balances are maintained at major banking institutions in the United States, a portion of which may from time to time 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. As of June 30, 2023, we have $1.2 million of cash in excess of FDIC insured limits. New Accounting Standards To Be Adopted No new accounting standards were issued in the quarter ended June 30, 2023 that are expected to have a material impact on our financial statements. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On May 4, 2023, we entered into a Stock Purchase and Contribution Agreement (the “Purchase Agreement”), by and among the Company, Digirad Health Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Digirad Health”), TTG Imaging Solutions, LLC, a Pennsylvania limited liability company (the “Buyer”), and the Buyer’s parent, Insignia TTG Parent LLC, a Delaware limited liability company (the “Parent”). Pursuant to the Purchase Agreement, (i) the Buyer purchased 85% of the issued and outstanding shares of Digirad Health, on the terms and subject to the conditions set forth therein and (ii) the Company contributed to Parent 15% of the issued and outstanding shares of stock of Digirad Health (the “Contributed Shares”) in exchange for New Units (as defined in the Purchase Agreement) of Parent (the “Transaction”). The total aggregate consideration payable to the Company for the Transaction was $40 million, comprised of $19.7 million ($27 million less paydowns of debt to Webster Bank (see Note 8. “Debt”) and transaction costs) in cash, a $7 million promissory note (see Note 5. “Supplemental Balance Sheet Information”), and $6 million of New Units in the Parent (see Note 7. “Fair Value Measurements”). The Company completed the sale of Digirad Health simultaneously with entering into the Purchase Agreement. We deemed the disposition of Digirad Health, which operated our Healthcare business unit, to represent a strategic shift that will have a major effect on our operations and financial results. As of the date of these financial statements, the results of operations of the Healthcare business unit represent “discontinued operations” in accordance with GAAP (ASC 205-20-45-1B). As such, the assets and liabilities, as well as the earnings, of the discontinued operation are presented separately in the unaudited condensed consolidated financial statements for all periods presented. Unless otherwise noted, discussion within the notes to the unaudited condensed consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations relates to continuing operations. Our variable interest entity (“VIE”), for which we are not the primary beneficiary, was disposed of as part of the sale of our Healthcare division. This VIE was in a small private company that is primarily involved in research related to new heart imaging technologies. The following table presents financial results of our Healthcare division for the three and six months ended June 30, 2023 and 2022 (in thousands). Note that we owned this division through May 4, 2023 and that both the three months ended June 30, 2023 and the six months ended June 30, 2023 results reflect that period only: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Total revenues $ 4,603 $ 13,912 $ 17,962 $ 27,330 Total cost of revenues 2,376 10,234 12,408 20,476 Gross profit 2,227 3,678 5,554 6,854 Operating expenses: Selling, general and administrative 622 3,674 3,370 6,880 Amortization of intangible assets — — — — (Gain) loss on disposal of discontinued operations (26,680) — (26,680) — Total operating expenses (26,058) 3,674 (23,310) 6,880 Income (loss) from discontinued operations 28,285 4 28,864 (26) Other (expense) income, net (1,023) (23) (1,015) 81 Interest expense, net (5) (84) (173) (148) Income (loss) from discontinued operations before income taxes 27,257 (103) 27,676 (93) Income tax benefit (provision) (300) (183) (300) 537 Income (loss) from discontinued operations $ 26,957 $ (286) $ 27,376 $ 444 The carrying amounts of the major classes of assets reported as “Assets - discontinued operations” consist of the following as of December 31, 2022 (in thousands): December 31, 2022 Cash and cash equivalents $ 288 Accounts receivable, net 9,782 Inventories, net 5,949 Other current assets 1,832 Property and equipment, net 2,683 Operating lease right-of-use assets, net 2,626 Goodwill 1,608 Other assets 521 $ 25,289 The carrying amounts of the major classes of liabilities reported as “Liabilities - discontinued operations” consist of the following as of December 31, 2022 (in thousands): December 31, 2022 Accounts payable $ 1,983 Other accrued liabilities 1,863 Accrued compensation 253 Accrued liabilities 2,675 Deferred revenue 1,703 Operating lease liabilities 1,056 Finance lease liabilities, current portion 314 Short-term debt and current portion of long-term debt 8,299 Deferred tax liabilities 176 Operating lease liabilities, net of current portion 1,631 Finance lease liabilities, net of current portion 291 Other liabilities 298 $ 20,542 The following table presents the significant non-cash operating, investing and financing activities from discontinued operations for the six months ended June 30, 2023 and 2022 (in thousands): Six Months Ended June 30, 2023 2022 Operating activities Net income (loss) from discontinued operations $ 27,376 $ 444 Depreciation 332 638 Amortization of intangible assets — 1 Non-cash lease expense — 392 Write-off of borrowing costs 16 20 (Gain) loss on disposal of discontinued operations (26,680) — Share-based compensation 1 4 (Gain )Loss on disposal of assets 135 (67) Provision for bad debt 48 (47) Deferred income taxes (176) (597) Accounts receivable 1,304 (4) Inventory (681) (1,180) Other assets 786 (3,101) Accounts payable 994 1,572 Accrued compensation (580) (208) Deferred revenue (101) 26 Operating lease liabilities (10) (386) Other liabilities (1,825) 1,615 Net cash provided by (used in) operating activities 939 (878) Net cash provided by (used in) investing activities — (404) Net cash provided by (used in) financing activities 442 815 Net increase (decrease) in cash and cash equivalents and restricted cash $ 1,381 $ (467) Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the six months ended June 30, 2023 (in thousands), prior to any proposed working capital adjustments: Estimated proceeds of the disposition, net of transaction costs and indebtedness payoff $ 32,682 Assets of the businesses (24,071) Liabilities of the businesses 18,069 Pre-tax gain on the disposition $ 26,680 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following tables present our continuing revenues disaggregated by major source for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Construction Total Construction Total Major Goods/Service Lines Construction Revenue from Contracts with Customers $ 8,893 $ 8,893 $ 16,806 $ 16,806 Total Revenues $ 8,893 $ 8,893 $ 16,806 $ 16,806 Timing of Revenue Recognition Services and goods transferred over time $ — $ — $ 5,856 $ 5,856 Services and goods transferred at a point in time 8,893 8,893 10,950 10,950 Total Revenues $ 8,893 $ 8,893 $ 16,806 $ 16,806 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Construction Total Construction Total Major Goods/Service Lines Construction Revenue from Contracts with Customers $ 21,239 $ 21,239 $ 28,437 $ 28,437 Total Revenues $ 21,239 $ 21,239 $ 28,437 $ 28,437 Timing of Revenue Recognition Services and goods transferred over time $ — $ — $ 7,753 $ 7,753 Services and goods transferred at a point in time 21,239 21,239 20,684 20,684 Total Revenues $ 21,239 $ 21,239 $ 28,437 $ 28,437 Deferred Revenue Changes in deferred revenue for the six months ended June 30, 2023 are as follows (in thousands): Balance at December 31, 2022 $ 1,673 Revenue recognized that was included in balance at beginning of the year (1,459) Deferred revenue, net, related to contracts entered into during the year 1,577 Balance at June 30, 2023 $ 1,791 |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [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 income (loss) attributable to common stockholders to warrants because the holders of our warrants are not contractually obligated to share in our income (loss). Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (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 income (loss) per share for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Income (loss) from continuing operations, net of tax $ (1,366) $ (1,290) $ (1,350) $ (5,721) Income (loss) from discontinued operations, net of tax (Note 10) 26,957 (286) 27,376 444 Net income (loss) 25,591 (1,576) 26,026 (5,277) Deemed dividend on Series A perpetual preferred stock (479) (479) (958) (958) Net income (loss) attributable to common shareholders $ 25,112 $ (2,055) $ 25,068 $ (6,235) Denominator: Weighted average common shares outstanding 15,195 15,054 15,193 13,751 Weighted average prefunded warrants outstanding 325 325 325 280 Weighted average shares outstanding - basic 15,520 15,379 15,518 14,031 Dilutive potential common shares: Restricted stock units 226 57 188 69 Weighted average shares outstanding - diluted 15,746 15,436 15,706 14,100 Net income (loss) per share Continuing operations Basic $ (0.09) $ (0.08) $ (0.09) $ (0.41) Diluted $ (0.09) $ (0.08) $ (0.09) $ (0.41) Discontinued operations Basic $ 1.74 $ (0.02) $ 1.76 $ 0.03 Diluted $ 1.71 $ (0.02) $ 1.74 $ 0.03 Net income (loss) per share Basic $ 1.65 $ (0.10) $ 1.68 $ (0.38) Diluted $ 1.63 $ (0.10) $ 1.66 $ (0.37) Net income (loss) per share, attributable to common shareholders Basic $ 1.62 $ (0.13) $ 1.62 $ (0.44) Diluted $ 1.59 $ (0.13) $ 1.60 $ (0.44) *Earnings per share may not add due to rounding Antidilutive common stock equivalents are excluded from the computation of diluted 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 2 6 2 6 Restricted stock units 73 187 72 208 Stock warrants 11,865 12,567 11,865 11,025 Total 11,940 12,760 11,939 11,239 |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplementary Balance Sheet Information | Supplementary Balance Sheet Information Inventories The components of inventories are as follows (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 2,601 $ 2,838 Work-in-process 377 571 Finished goods 1,459 1,269 Total inventories 4,437 4,678 Less reserve for excess and obsolete inventories — — Total inventories, net $ 4,437 $ 4,678 Property and Equipment Property and equipment consist of the following (in thousands): June 30, 2023 December 31, 2022 Land $ 753 $ 805 Buildings and leasehold improvements 3,223 4,185 Machinery and equipment 2,877 2,509 Gross property and equipment 6,853 7,499 Accumulated depreciation (1,858) (1,834) Total property and equipment, net $ 4,995 $ 5,665 We sold our Waterford, Maine facility on June 30, 2023 for approximately $1.2 million and recognized a gain of $424 thousand which we have recorded in other income/expense. Warranty Reserves Within our Construction division, KBS Builders, Inc. (“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. EdgeBuilder, Inc. (“EdgeBuilder”) 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. Note Receivable As a part of the Transaction described further in Note 2. “Discontinued Operations”, a $7 million promissory note was entered into which represents an unsecured note receivable on our balance sheet. The note has a maturity date of May 3, 2029 with payment-in-kind (non-cash) interest on the outstanding principal balance hereof to accrue at the Interest Rate. The Interest Rate is defined as (i) during the period from the date of issuance of the note through the third anniversary of the date of issuance of the note, a per annum rate equal to the sum of (x) 5.0% per annum plus (y) the greater of 5.0% per annum and the weighted average term SOFR-based interest rate of outstanding loans under the Senior Loan Agreement (as defined in the Purchase Agreement) during such period, and (ii) during the period following the third anniversary of the date of issuance of the note, a per annum rate equal to the sum of (x) 5.0% per annum plus (y) the greater of 7.0% per annum and the weighted average term SOFR-based interest rate of outstanding loans under the Senior Loan Agreement during such period. Investment in Private Company As a part of the sale of Digirad Health, the Company received $6.0 million in the common equity of the Parent. The company has elected the measurement alternative under ASC 321. The measurement alternative election allows for equity securities that do not have readily determinable fair values to be recorded at cost, with adjustments for impairment and certain observable price changes reflected in earnings. In other words, such securities are adjusted to fair value when an observable price change occurs or impairment is identified. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
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 and finance leases are included separately in the condensed Consolidated Balance Sheets. The components of lease expense are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost $ 97 $ 110 $ 213 $ 221 Finance lease cost: Amortization of finance lease assets $ 23 $ 26 $ 45 $ 42 Interest on finance lease liabilities 2 4 7 9 Total finance lease cost $ 25 $ 30 $ 52 $ 51 Supplemental cash flow information related to leases from continuing operations was as follows (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 190 $ 181 Operating cash flows from finance leases $ 5 $ 9 Financing cash flows from finance leases $ 51 $ 50 Right-of-use assets obtained in exchange for lease obligations Operating leases $ — $ 666 Supplemental balance sheet information related to leases was as follows: June 30, 2023 December 31, 2022 Weighted average remaining lease term (in years) Operating leases 4.4 4.8 Finance leases 2.4 2.5 Weighted average discount rate Operating leases 5.55 % 5.61 % Finance leases 5.90 % 5.91 % 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 June 30, 2023 were as follows (in thousands): Operating Leases Finance Leases 2023 (excludes the six months ended June 30, 2023) $ 230 $ 35 2024 468 49 2025 477 23 2026 387 16 2027 92 1 2028 and thereafter 207 — Total future minimum lease payments 1,861 124 Less amounts representing interest 164 12 Present value of lease obligations $ 1,697 $ 112 Lessor |
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 and finance leases are included separately in the condensed Consolidated Balance Sheets. The components of lease expense are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost $ 97 $ 110 $ 213 $ 221 Finance lease cost: Amortization of finance lease assets $ 23 $ 26 $ 45 $ 42 Interest on finance lease liabilities 2 4 7 9 Total finance lease cost $ 25 $ 30 $ 52 $ 51 Supplemental cash flow information related to leases from continuing operations was as follows (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 190 $ 181 Operating cash flows from finance leases $ 5 $ 9 Financing cash flows from finance leases $ 51 $ 50 Right-of-use assets obtained in exchange for lease obligations Operating leases $ — $ 666 Supplemental balance sheet information related to leases was as follows: June 30, 2023 December 31, 2022 Weighted average remaining lease term (in years) Operating leases 4.4 4.8 Finance leases 2.4 2.5 Weighted average discount rate Operating leases 5.55 % 5.61 % Finance leases 5.90 % 5.91 % 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 June 30, 2023 were as follows (in thousands): Operating Leases Finance Leases 2023 (excludes the six months ended June 30, 2023) $ 230 $ 35 2024 468 49 2025 477 23 2026 387 16 2027 92 1 2028 and thereafter 207 — Total future minimum lease payments 1,861 124 Less amounts representing interest 164 12 Present value of lease obligations $ 1,697 $ 112 Lessor |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The Financial Accounting Standards Board’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 are 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 June 30, 2023 and December 31, 2022 (in thousands): Fair Value as of June 30, 2023 Level 1 Level 2 Level 3 Total Assets (Liabilities): Equity securities $ 4,783 $ — $ — $ 4,783 Lumber derivative contracts 43 — — 43 Total $ 4,826 $ — $ — $ 4,826 Fair Value as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets (Liabilities): Equity securities $ 3,490 $ — $ — $ 3,490 Lumber derivative contracts (104) — — (104) Total $ 3,386 $ — $ — $ 3,386 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 June 30, 2023 and December 31, 2022, respectively, and recorded in Investments in the condensed Consolidated Balance Sheets. During the six months ended June 30, 2023 and 2022, we recorded an unrealized gain of $947 thousand and $235 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 lumber price volatility, recorded within current assets or liabilities in the condensed Consolidated Balance Sheets. For the six months ended June 30, 2023 and 2022, we recorded a net gain of $4 thousand and net loss of $1.1 million, respectively, in the cost of goods sold in the condensed Consolidated Statements of Operations. As of June 30, 2023, we had a net long (buying) position of 11,110,000 board feet under 101 lumber derivatives contracts. As of December 31, 2022, we had a net long (buying) position of 550,000 board feet under 5 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 for the six months ended June 30, 2023 and 2022, respectively: June 30, 2023 June 30, 2022 Unrealized gain (loss) on lumber derivatives $ 147 $ (1,145) Realized gain (loss) on lumber derivatives (143) 17 Total gain (loss) on lumber derivatives $ 4 $ (1,128) |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of debt as of June 30, 2023 and December 31, 2022 is as follows (dollars in thousands): June 30, 2023 December 31, 2022 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - eCapital KBS $ — —% $ — —% Revolving Credit Facility - eCapital EBGL — —% 2,592 10.25% Total Short-term Revolving Credit Facilities $ — —% $ 2,592 7.69% eCapital - Star Loan Principal, net $ — $ 791 10.50% Short Term Loan $ — —% $ 791 10.50% Total Short-term debt $ — —% $ 3,383 7.88% Webster Credit Facility On March 29, 2019, the Company entered into a Loan and Security Agreement (the “Webster Loan Agreement”) by and among certain subsidiaries of the Company, as borrowers (collectively, the “Webster Borrowers”); the Company, as guarantor; and Sterling National Bank (“Sterling”). On February 1, 2022, Sterling became part of Webster Bank, N.A. (“Webster”), and Webster became the successor in interest to the Webster Loan Agreement. In connection with the sale of our Healthcare business on May 4, 2023, the credit facility pursuant to the Webster Loan Agreement was paid in full and terminated. eCapital Credit Facilities EBGL EdgeBuilder and Glenbrook Building Supply, Inc. (“Glenbrook” and, together with EdgeBuilder, collectively the “EBGL Borrowers”) were parties to a Loan and Security Agreement (the “EBGL Loan Agreement”) providing the EBGL Borrowers with a credit facility with eCapital Asset Based Lending Corp. formerly known as Gerber Finance, Inc. (“eCapital”) for borrowings up to $4.0 million, subject to certain borrowing base limitations (the “EBGL Loan”). KBS KBS was a party to a revolving credit facility with eCapital (“KBS Loan Agreement”). The facility, as amended, provided for borrowings up to $4.0 million, subject to certain borrowing base limitations (the “KBS Loan”). The EBGL Loan Agreement and the KBS Loan Agreement contained cross-default provisions and subjective acceleration clauses which could, in the event of a material adverse event, as determined by eCapital, allow eCapital to declare the loans immediately due and payable or increase the interest rate. The facilities were also subject to a guaranty by the Company and the Company was responsible for certain facility and other fees. Borrowings under the EBGL Loan Agreement and the KBS Loan Agreement were classified as short-term obligations as the agreements contained subjective acceleration clauses and required a lockbox arrangement whereby all receipts within the lockbox were swept daily to reduce borrowings outstanding. eCapital Term Loan We and certain of our Investments subsidiaries (collectively, the “Star Borrowers”) were party to a Loan and Security Agreement with eCapital, as successor in interest to Gerber Finance, Inc. (as amended, the “Star Loan Agreement”), which provided 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 31, 2025, unless terminated in accordance with the terms therein (the “Star Loan”). During the second quarter of 2023, we notified eCapital that we would not be renewing any of our outstanding eCapital credit facilities upon expiry at June 30, 2023. Subsequently, we paid in full all amounts then outstanding under the Star Loan on May 9, 2023 and closed all credit facilities with eCapital, including the EBGL Loan and the KBS Loan. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023, we recorded an income tax expense of $61 thousand within continuing operations and an expense of $300 thousand within discontinued operations. For the three months ended June 30, 2022, we recorded a $510 thousand income tax expense within continuing operations and an income tax expense of $183 thousand within discontinued operations. For the six months ended June 30, 2023 , we recorded an income tax expense of $61 thousand within continuing operations and a expense of $300 thousand income tax expense within discontinued operations. For the six months ended June 30, 2022, we recorded an income tax expense of $1.2 million within continuing operations and an income tax benefit of $537 thousand within discontinued operations. The tax expense for the six months ended June 30, 2023 primarily relates to a January 2022 ownership change under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), which required us to establish an additional valuation allowance on net operating losses that the Company cannot utilize in the future. As of June 30, 2023, we had unrecognized tax benefits of approximately $2.0 million related to uncertain tax positions. Included in the unrecognized tax benefits were $2.0 million of tax benefits that, if recognized, would reduce our annual effective tax rate, subject to the valuation allowance. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2023 | |
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 Chief Executive Officer (our Chief Operating Decision Maker / “CODM”) to evaluate segment performance, the availability of separate financial information, and overall materiality considerations. Effective as of the consummation of the sale of our Healthcare business on May 4, 2023, our business divisions are organized into the following two reportable segments, reflecting the manner in which our CODM assesses performance and allocates resources: 1. Construction 2. Investments Prior to the sale of Digirad Health on May 4 2023, we also had a Healthcare segment. Segment information for the three and six months ended June 30, 2023 and 2022 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2023 2022 2023 2022 Revenue by segment: Construction $ 8,893 $ 16,806 $ 21,239 $ 28,437 Investments 158 158 316 316 Intersegment elimination (158) (158) (316) (316) Consolidated revenue $ 8,893 $ 16,806 $ 21,239 $ 28,437 Gross profit (loss) by segment: Construction $ 2,664 $ 2,485 $ 6,993 $ 4,071 Investments 97 94 192 153 Intersegment elimination (158) (158) (316) (316) Consolidated gross profit $ 2,603 $ 2,421 $ 6,869 $ 3,908 Income (loss) from operations by segment: Construction $ 199 $ 290 $ 1,981 $ (469) Investments (437) 80 (456) 139 Corporate, eliminations and other (1,798) (1,574) (3,409) (3,507) Segment income (loss) from operations $ (2,036) $ (1,204) $ (1,884) $ (3,837) Depreciation and amortization by segment: Construction $ 510 $ 495 $ 1,015 $ 982 Investments 61 64 124 163 Star Equity corporate 8 — 12 — Total depreciation and amortization $ 579 $ 559 $ 1,151 $ 1,145 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Star Equity Holdings, Inc. 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 the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $3.25 per share pursuant to a private placement. As of June 30, 2023, Mr. Eberwein owned 3,275,819 shares of Common Stock, representing approximately 21.56% of our outstanding Common Stock. In addition, as of June 30, 2023, Mr. Eberwein owned 1,222,458 shares of Series A Preferred Stock. |
Perpetual Preferred Stock
Perpetual Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Perpetual Preferred Stock | Perpetual Preferred Stock Holders of shares of our 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, by 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. The 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 would 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. 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 each of February 17, 2023 and May 19, 2023, 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 dates for these dividend payments were March 1, 2023 and June 1, 2023, respectively, and the payment dates were March 10, 2023 and June 12, 2023, respectively. As of June 30, 2023, we are current on our preferred dividends. 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 Code. The board of directors authorized and declared a dividend distribution of one right for each outstanding share of Common Stock to stockholders of record as of the close of business on June 14, 2021. Each right entitles the registered holder to purchase from the Company 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 (as defined in the 382 Agreement); 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 June 30, 2023. There is no impact to financial results as a result of the adoption of the 382 Agreement for the six months ended June 30, 2023. |
Equity Transactions
Equity Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions On January 24, 2022, we closed an underwritten public offering (the “2022 Public Offering”) pursuant to an underwriting agreement with Maxim Group LLC (“Maxim”), as representative of the underwriters. Through the 2022 Public Offering, we issued and sold (A)(i) 9,175,000 shares of the Company’s 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 warrants, were $14.3 million and net proceeds were $12.7 million. In addition, as part of the 2022 Public Offering, the Company issued to Maxim 237,500 common stock purchase warrants (the “Underwriter’s Warrants”) to purchase up to 237,500 shares of Common Stock at an exercise price of $1.65 per common warrant. The Underwriter’s Warrants have an initial exercise date beginning July 19, 2022. As of June 30, 2023, of the warrants issued through the public offering we closed on May 28, 2020 (the “2020 Public Offering”), 1.0 million warrants were exercised and 1.4 million warrants remained outstanding, which represents 0.7 million shares of common stock equivalents, at an exercise price of $2.25. As of June 30, 2023, of the warrants issued through the 2022 Public Offering, there were 10.9 million Warrants and 0.3 million prefunded warrants outstanding at an exercise price of $1.50 and $0.01, respectively. The Underwriter’s Warrants have not been exercised. |
Preferred Stock Rights
Preferred Stock Rights | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Preferred Stock Rights | Perpetual Preferred Stock Holders of shares of our 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, by 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. The 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 would 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. 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 each of February 17, 2023 and May 19, 2023, 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 dates for these dividend payments were March 1, 2023 and June 1, 2023, respectively, and the payment dates were March 10, 2023 and June 12, 2023, respectively. As of June 30, 2023, we are current on our preferred dividends. 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 Code. The board of directors authorized and declared a dividend distribution of one right for each outstanding share of Common Stock to stockholders of record as of the close of business on June 14, 2021. Each right entitles the registered holder to purchase from the Company 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 (as defined in the 382 Agreement); 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 June 30, 2023. There is no impact to financial results as a result of the adoption of the 382 Agreement for the six months ended June 30, 2023. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 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, 2022, filed with the SEC on Form 10-K on March 15, 2023, 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 related to continuing operations are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of continuing 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 inventory, revenue recognition, lease accounting, fair value measurements (including contingent considerations), litigation and contingent liabilities, variable interest entities, intangible assets and goodwill valuations, equity classification and transactions, and income taxes. Actual results could materially differ from those estimates. |
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 or in major money market mutual funds offered through brokerage firms. A portion of our cash balances are maintained at major banking institutions in the United States, a portion of which may from time to time 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. As of June 30, 2023, we have $1.2 million of cash in excess of FDIC insured limits. |
New Accounting Standards To Be Adopted | New Accounting Standards To Be Adopted No new accounting standards were issued in the quarter ended June 30, 2023 that are expected to have a material impact on our financial statements. |
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) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations Information | The following table presents financial results of our Healthcare division for the three and six months ended June 30, 2023 and 2022 (in thousands). Note that we owned this division through May 4, 2023 and that both the three months ended June 30, 2023 and the six months ended June 30, 2023 results reflect that period only: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Total revenues $ 4,603 $ 13,912 $ 17,962 $ 27,330 Total cost of revenues 2,376 10,234 12,408 20,476 Gross profit 2,227 3,678 5,554 6,854 Operating expenses: Selling, general and administrative 622 3,674 3,370 6,880 Amortization of intangible assets — — — — (Gain) loss on disposal of discontinued operations (26,680) — (26,680) — Total operating expenses (26,058) 3,674 (23,310) 6,880 Income (loss) from discontinued operations 28,285 4 28,864 (26) Other (expense) income, net (1,023) (23) (1,015) 81 Interest expense, net (5) (84) (173) (148) Income (loss) from discontinued operations before income taxes 27,257 (103) 27,676 (93) Income tax benefit (provision) (300) (183) (300) 537 Income (loss) from discontinued operations $ 26,957 $ (286) $ 27,376 $ 444 The carrying amounts of the major classes of assets reported as “Assets - discontinued operations” consist of the following as of December 31, 2022 (in thousands): December 31, 2022 Cash and cash equivalents $ 288 Accounts receivable, net 9,782 Inventories, net 5,949 Other current assets 1,832 Property and equipment, net 2,683 Operating lease right-of-use assets, net 2,626 Goodwill 1,608 Other assets 521 $ 25,289 The carrying amounts of the major classes of liabilities reported as “Liabilities - discontinued operations” consist of the following as of December 31, 2022 (in thousands): December 31, 2022 Accounts payable $ 1,983 Other accrued liabilities 1,863 Accrued compensation 253 Accrued liabilities 2,675 Deferred revenue 1,703 Operating lease liabilities 1,056 Finance lease liabilities, current portion 314 Short-term debt and current portion of long-term debt 8,299 Deferred tax liabilities 176 Operating lease liabilities, net of current portion 1,631 Finance lease liabilities, net of current portion 291 Other liabilities 298 $ 20,542 The following table presents the significant non-cash operating, investing and financing activities from discontinued operations for the six months ended June 30, 2023 and 2022 (in thousands): Six Months Ended June 30, 2023 2022 Operating activities Net income (loss) from discontinued operations $ 27,376 $ 444 Depreciation 332 638 Amortization of intangible assets — 1 Non-cash lease expense — 392 Write-off of borrowing costs 16 20 (Gain) loss on disposal of discontinued operations (26,680) — Share-based compensation 1 4 (Gain )Loss on disposal of assets 135 (67) Provision for bad debt 48 (47) Deferred income taxes (176) (597) Accounts receivable 1,304 (4) Inventory (681) (1,180) Other assets 786 (3,101) Accounts payable 994 1,572 Accrued compensation (580) (208) Deferred revenue (101) 26 Operating lease liabilities (10) (386) Other liabilities (1,825) 1,615 Net cash provided by (used in) operating activities 939 (878) Net cash provided by (used in) investing activities — (404) Net cash provided by (used in) financing activities 442 815 Net increase (decrease) in cash and cash equivalents and restricted cash $ 1,381 $ (467) Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the six months ended June 30, 2023 (in thousands), prior to any proposed working capital adjustments: Estimated proceeds of the disposition, net of transaction costs and indebtedness payoff $ 32,682 Assets of the businesses (24,071) Liabilities of the businesses 18,069 Pre-tax gain on the disposition $ 26,680 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present our continuing revenues disaggregated by major source for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Construction Total Construction Total Major Goods/Service Lines Construction Revenue from Contracts with Customers $ 8,893 $ 8,893 $ 16,806 $ 16,806 Total Revenues $ 8,893 $ 8,893 $ 16,806 $ 16,806 Timing of Revenue Recognition Services and goods transferred over time $ — $ — $ 5,856 $ 5,856 Services and goods transferred at a point in time 8,893 8,893 10,950 10,950 Total Revenues $ 8,893 $ 8,893 $ 16,806 $ 16,806 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Construction Total Construction Total Major Goods/Service Lines Construction Revenue from Contracts with Customers $ 21,239 $ 21,239 $ 28,437 $ 28,437 Total Revenues $ 21,239 $ 21,239 $ 28,437 $ 28,437 Timing of Revenue Recognition Services and goods transferred over time $ — $ — $ 7,753 $ 7,753 Services and goods transferred at a point in time 21,239 21,239 20,684 20,684 Total Revenues $ 21,239 $ 21,239 $ 28,437 $ 28,437 |
Changes in Deferred Revenue | Changes in deferred revenue for the six months ended June 30, 2023 are as follows (in thousands): Balance at December 31, 2022 $ 1,673 Revenue recognized that was included in balance at beginning of the year (1,459) Deferred revenue, net, related to contracts entered into during the year 1,577 Balance at June 30, 2023 $ 1,791 |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [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 income (loss) per share for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Income (loss) from continuing operations, net of tax $ (1,366) $ (1,290) $ (1,350) $ (5,721) Income (loss) from discontinued operations, net of tax (Note 10) 26,957 (286) 27,376 444 Net income (loss) 25,591 (1,576) 26,026 (5,277) Deemed dividend on Series A perpetual preferred stock (479) (479) (958) (958) Net income (loss) attributable to common shareholders $ 25,112 $ (2,055) $ 25,068 $ (6,235) Denominator: Weighted average common shares outstanding 15,195 15,054 15,193 13,751 Weighted average prefunded warrants outstanding 325 325 325 280 Weighted average shares outstanding - basic 15,520 15,379 15,518 14,031 Dilutive potential common shares: Restricted stock units 226 57 188 69 Weighted average shares outstanding - diluted 15,746 15,436 15,706 14,100 Net income (loss) per share Continuing operations Basic $ (0.09) $ (0.08) $ (0.09) $ (0.41) Diluted $ (0.09) $ (0.08) $ (0.09) $ (0.41) Discontinued operations Basic $ 1.74 $ (0.02) $ 1.76 $ 0.03 Diluted $ 1.71 $ (0.02) $ 1.74 $ 0.03 Net income (loss) per share Basic $ 1.65 $ (0.10) $ 1.68 $ (0.38) Diluted $ 1.63 $ (0.10) $ 1.66 $ (0.37) Net income (loss) per share, attributable to common shareholders Basic $ 1.62 $ (0.13) $ 1.62 $ (0.44) Diluted $ 1.59 $ (0.13) $ 1.60 $ (0.44) *Earnings per share may not add due to rounding |
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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 2 6 2 6 Restricted stock units 73 187 72 208 Stock warrants 11,865 12,567 11,865 11,025 Total 11,940 12,760 11,939 11,239 |
Supplementary Balance Sheet I_2
Supplementary Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | The components of inventories are as follows (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 2,601 $ 2,838 Work-in-process 377 571 Finished goods 1,459 1,269 Total inventories 4,437 4,678 Less reserve for excess and obsolete inventories — — Total inventories, net $ 4,437 $ 4,678 |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): June 30, 2023 December 31, 2022 Land $ 753 $ 805 Buildings and leasehold improvements 3,223 4,185 Machinery and equipment 2,877 2,509 Gross property and equipment 6,853 7,499 Accumulated depreciation (1,858) (1,834) Total property and equipment, net $ 4,995 $ 5,665 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Cost and Other Information | The components of lease expense are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost $ 97 $ 110 $ 213 $ 221 Finance lease cost: Amortization of finance lease assets $ 23 $ 26 $ 45 $ 42 Interest on finance lease liabilities 2 4 7 9 Total finance lease cost $ 25 $ 30 $ 52 $ 51 Supplemental cash flow information related to leases from continuing operations was as follows (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 190 $ 181 Operating cash flows from finance leases $ 5 $ 9 Financing cash flows from finance leases $ 51 $ 50 Right-of-use assets obtained in exchange for lease obligations Operating leases $ — $ 666 |
Schedule of Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: June 30, 2023 December 31, 2022 Weighted average remaining lease term (in years) Operating leases 4.4 4.8 Finance leases 2.4 2.5 Weighted average discount rate Operating leases 5.55 % 5.61 % Finance leases 5.90 % 5.91 % |
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 June 30, 2023 were as follows (in thousands): Operating Leases Finance Leases 2023 (excludes the six months ended June 30, 2023) $ 230 $ 35 2024 468 49 2025 477 23 2026 387 16 2027 92 1 2028 and thereafter 207 — Total future minimum lease payments 1,861 124 Less amounts representing interest 164 12 Present value of lease obligations $ 1,697 $ 112 |
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 June 30, 2023 were as follows (in thousands): Operating Leases Finance Leases 2023 (excludes the six months ended June 30, 2023) $ 230 $ 35 2024 468 49 2025 477 23 2026 387 16 2027 92 1 2028 and thereafter 207 — Total future minimum lease payments 1,861 124 Less amounts representing interest 164 12 Present value of lease obligations $ 1,697 $ 112 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022 (in thousands): Fair Value as of June 30, 2023 Level 1 Level 2 Level 3 Total Assets (Liabilities): Equity securities $ 4,783 $ — $ — $ 4,783 Lumber derivative contracts 43 — — 43 Total $ 4,826 $ — $ — $ 4,826 Fair Value as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets (Liabilities): Equity securities $ 3,490 $ — $ — $ 3,490 Lumber derivative contracts (104) — — (104) Total $ 3,386 $ — $ — $ 3,386 |
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 for the six months ended June 30, 2023 and 2022, respectively: June 30, 2023 June 30, 2022 Unrealized gain (loss) on lumber derivatives $ 147 $ (1,145) Realized gain (loss) on lumber derivatives (143) 17 Total gain (loss) on lumber derivatives $ 4 $ (1,128) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt | A summary of debt as of June 30, 2023 and December 31, 2022 is as follows (dollars in thousands): June 30, 2023 December 31, 2022 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - eCapital KBS $ — —% $ — —% Revolving Credit Facility - eCapital EBGL — —% 2,592 10.25% Total Short-term Revolving Credit Facilities $ — —% $ 2,592 7.69% eCapital - Star Loan Principal, net $ — $ 791 10.50% Short Term Loan $ — —% $ 791 10.50% Total Short-term debt $ — —% $ 3,383 7.88% |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Prior to the sale of Digirad Health on May 4 2023, we also had a Healthcare segment. Segment information for the three and six months ended June 30, 2023 and 2022 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2023 2022 2023 2022 Revenue by segment: Construction $ 8,893 $ 16,806 $ 21,239 $ 28,437 Investments 158 158 316 316 Intersegment elimination (158) (158) (316) (316) Consolidated revenue $ 8,893 $ 16,806 $ 21,239 $ 28,437 Gross profit (loss) by segment: Construction $ 2,664 $ 2,485 $ 6,993 $ 4,071 Investments 97 94 192 153 Intersegment elimination (158) (158) (316) (316) Consolidated gross profit $ 2,603 $ 2,421 $ 6,869 $ 3,908 Income (loss) from operations by segment: Construction $ 199 $ 290 $ 1,981 $ (469) Investments (437) 80 (456) 139 Corporate, eliminations and other (1,798) (1,574) (3,409) (3,507) Segment income (loss) from operations $ (2,036) $ (1,204) $ (1,884) $ (3,837) Depreciation and amortization by segment: Construction $ 510 $ 495 $ 1,015 $ 982 Investments 61 64 124 163 Star Equity corporate 8 — 12 — Total depreciation and amortization $ 579 $ 559 $ 1,151 $ 1,145 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
May 04, 2023 USD ($) | Mar. 31, 2021 segment | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Number of operating segments | segment | 2 | ||||||||
Net (loss) income | $ 25,591 | $ 435 | $ (1,576) | $ (3,701) | $ 26,026 | $ (5,277) | |||
Net cash provided by (used in) operating activities | 1,865 | 2,937 | |||||||
Cash and cash equivalents | 21,368 | $ 13,287 | 21,368 | $ 13,287 | $ 4,377 | ||||
Investments in equity securities | 4,783 | 4,783 | $ 3,490 | ||||||
Cash, FDIC insured amount | 250 | 250 | |||||||
Cash in excess of FDIC limit | $ 1,200 | $ 1,200 | |||||||
TTG Imaging Solutions, LLC And Insignia Parent, LLC | Digirad Health Inc. | |||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||
Cash proceeds from sale of equity | $ 19,700 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - TTG Imaging Solutions, LLC And Insignia Parent, LLC - Digirad Health Inc. $ in Millions | May 04, 2023 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Percentage of subsidiary stock sold | 85% |
Percentage of shares contributed | 15% |
Net proceeds | $ 40 |
Cash proceeds from sale of equity | 19.7 |
Paydown of debt and transaction costs | 27 |
Notes issued in sale transaction | 7 |
Value of shares issued in transaction | $ 6 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Gain) loss on disposal of discontinued operations | $ (26,680) | $ 0 | $ (26,680) | $ 0 |
Income tax benefit (provision) | (300) | 183 | (300) | 537 |
Income (loss) from discontinued operations | 26,957 | (286) | 27,376 | 444 |
Healthcare Business | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenues | 4,603 | 13,912 | 17,962 | 27,330 |
Total cost of revenues | 2,376 | 10,234 | 12,408 | 20,476 |
Gross profit | 2,227 | 3,678 | 5,554 | 6,854 |
Selling, general and administrative | 622 | 3,674 | 3,370 | 6,880 |
Amortization of intangible assets | 0 | 0 | 0 | 0 |
(Gain) loss on disposal of discontinued operations | (26,680) | |||
Total operating expenses | (26,058) | 3,674 | (23,310) | 6,880 |
Income (loss) from discontinued operations | 28,285 | 4 | 28,864 | (26) |
Other (expense) income, net | (1,023) | (23) | (1,015) | 81 |
Interest expense, net | (5) | (84) | (173) | (148) |
Income (loss) from discontinued operations before income taxes | 27,257 | (103) | 27,676 | (93) |
Income tax benefit (provision) | (300) | (183) | (300) | 537 |
Income (loss) from discontinued operations | $ 26,957 | $ (286) | $ 27,376 | $ 444 |
Discontinued Operations - Major
Discontinued Operations - Major Classes of Assets and Liabilities Included in Company's Balance Sheet (Details) - Discontinued Operations, Held-for-sale - Healthcare Business $ in Thousands | Dec. 31, 2022 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash and cash equivalents | $ 288 |
Accounts receivable, net | 9,782 |
Inventories, net | 5,949 |
Other current assets | 1,832 |
Property and equipment, net | 2,683 |
Operating lease right-of-use assets, net | 2,626 |
Goodwill | 1,608 |
Other assets | 521 |
Assets | 25,289 |
Accounts payable | 1,983 |
Other accrued liabilities | 1,863 |
Accrued compensation | 253 |
Accrued liabilities | 2,675 |
Deferred revenue | 1,703 |
Operating lease liabilities | 1,056 |
Finance lease liabilities, current portion | 314 |
Short-term debt and current portion of long-term debt | 8,299 |
Deferred tax liabilities | 176 |
Operating lease liabilities, net of current portion | 1,631 |
Finance lease liabilities, net of current portion | 291 |
Other liabilities | 298 |
Liabilities | $ 20,542 |
Discontinued Operations - Suppl
Discontinued Operations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, net of tax (Note 10) | $ 26,957 | $ (286) | $ 27,376 | $ 444 |
Depreciation of property and equipment | 623 | 922 | ||
Amortization of intangible assets | 430 | 430 | 860 | 860 |
Non-cash lease expense | 195 | 536 | ||
(Gain) loss on disposal of discontinued operations | (26,680) | 0 | ||
Share-based compensation | 206 | 216 | ||
Provision for bad debt | 77 | 289 | ||
Deferred income taxes | (237) | 0 | ||
Accounts receivable | 5,057 | 318 | ||
Inventories | (440) | (2,692) | ||
Other assets | 46 | (529) | ||
Accounts payable | 805 | 1,967 | ||
Accrued compensation | (1,099) | (4) | ||
Discontinued Operations, Disposed of by Sale | Healthcare Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, net of tax (Note 10) | $ 26,957 | $ (286) | 27,376 | 444 |
Depreciation of property and equipment | 332 | 638 | ||
Amortization of intangible assets | 0 | 1 | ||
Non-cash lease expense | 0 | 392 | ||
Write-off of borrowing costs | 16 | 20 | ||
(Gain) loss on disposal of discontinued operations | (26,680) | 0 | ||
Share-based compensation | 1 | 4 | ||
(Gain )Loss on disposal of assets | 135 | (67) | ||
Provision for bad debt | 48 | (47) | ||
Deferred income taxes | (176) | (597) | ||
Accounts receivable | 1,304 | (4) | ||
Inventories | (681) | (1,180) | ||
Other assets | 786 | (3,101) | ||
Accounts payable | 994 | 1,572 | ||
Accrued compensation | (580) | (208) | ||
Deferred revenue | (101) | 26 | ||
Operating lease liabilities | (10) | (386) | ||
Other liabilities | (1,825) | 1,615 | ||
Net cash provided by (used in) operating activities | 939 | (878) | ||
Net cash provided by (used in) investing activities | 0 | (404) | ||
Net cash provided by (used in) financing activities | 442 | 815 | ||
Net increase (decrease) in cash and cash equivalents and restricted cash | $ 1,381 | $ (467) |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on disposal of discontinued operations | $ 26,680 | $ 0 | $ 26,680 | $ 0 |
Discontinued Operations, Disposed of by Sale | Healthcare Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Estimated proceeds of the disposition, net of transaction costs and indebtedness payoff | 32,682 | 32,682 | ||
Assets of the businesses | (24,071) | (24,071) | ||
Liabilities of the businesses | $ 18,069 | 18,069 | ||
Gain on disposal of discontinued operations | $ 26,680 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 8,893 | $ 16,806 | $ 21,239 | $ 28,437 |
Services and goods transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 5,856 | 0 | 7,753 |
Services and goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 8,893 | 10,950 | 21,239 | 20,684 |
Construction Revenue from Contracts with Customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 8,893 | 16,806 | 21,239 | 28,437 |
Total Revenues | 8,893 | 16,806 | 21,239 | 28,437 |
Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 8,893 | 16,806 | 21,239 | 28,437 |
Construction | Services and goods transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 5,856 | 0 | 7,753 |
Construction | Services and goods transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 8,893 | 10,950 | 21,239 | 20,684 |
Construction | Construction Revenue from Contracts with Customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 8,893 | $ 16,806 | $ 21,239 | $ 28,437 |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Deferred Revenue | |
Beginning balance | $ 1,673 |
Revenue recognized that was included in balance at beginning of the year | (1,459) |
Deferred revenue, net, related to contracts entered into during the year | 1,577 |
Ending balance | $ 1,791 |
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 | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Numerator: | |||||||
Income (loss) from continuing operations, net of tax | $ (1,366) | $ (1,290) | $ (1,350) | $ (5,721) | |||
Income (loss) from discontinued operations, net of tax (Note 10) | 26,957 | (286) | 27,376 | 444 | |||
Net income (loss) | 25,591 | $ 435 | (1,576) | $ (3,701) | 26,026 | (5,277) | |
Deemed dividend on Series A perpetual preferred stock | (479) | (479) | (958) | (958) | |||
Net income (loss) attributable to common shareholders | 25,112 | (2,055) | 25,068 | (6,235) | |||
Net income (loss) attributable to common shareholders | $ 25,112 | $ (2,055) | $ 25,068 | $ (6,235) | |||
Denominator: | |||||||
Weighted average common shares outstanding (in shares) | 15,195 | 15,054 | 15,193 | 13,751 | |||
Weighted average prefunded warrants outstanding (in shares) | 325 | 325 | 325 | 280 | |||
Weighted average shares outstanding - basic (in shares) | [1] | 15,520 | 15,379 | 15,518 | 14,031 | ||
Weighted-average shares outstanding - diluted (in shares) | [1] | 15,746 | 15,436 | 15,706 | 14,100 | ||
Continuing operations | |||||||
Basic (in usd per share) | [1] | $ (0.09) | $ (0.08) | $ (0.09) | $ (0.41) | ||
Diluted (in usd per share) | (0.09) | (0.08) | (0.09) | (0.41) | |||
Discontinued operations | |||||||
Basic (in usd per share) | [1] | 1.74 | (0.02) | 1.76 | 0.03 | ||
Diluted (in usd per share) | 1.71 | (0.02) | 1.74 | 0.03 | |||
Net income (loss) per share | |||||||
Basic (in usd per share) | [1] | 1.65 | (0.10) | 1.68 | (0.38) | ||
Diluted (in usd per share) | [1] | 1.63 | (0.10) | 1.66 | (0.37) | ||
Net income (loss) per share, attributable to common shareholders | |||||||
Basic (in usd per share) | [1] | 1.62 | (0.13) | 1.62 | (0.44) | ||
Diluted (in usd per share) | [1] | $ 1.59 | $ (0.13) | $ 1.60 | $ (0.44) | ||
Restricted stock units | |||||||
Denominator: | |||||||
Dilutive potential common shares (in shares) | 226 | 57 | 188 | 69 | |||
[1]Earnings per share may not add due to rounding |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,940 | 12,760 | 11,939 | 11,239 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2 | 6 | 2 | 6 |
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) | 73 | 187 | 72 | 208 |
Stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,865 | 12,567 | 11,865 | 11,025 |
Supplementary Balance Sheet I_3
Supplementary Balance Sheet Information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 2,601 | $ 2,838 |
Work-in-process | 377 | 571 |
Finished goods | 1,459 | 1,269 |
Total inventories | 4,437 | 4,678 |
Less reserve for excess and obsolete inventories | 0 | 0 |
Total inventories, net | $ 4,437 | $ 4,678 |
Supplementary Balance Sheet I_4
Supplementary Balance Sheet Information - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 6,853 | $ 7,499 |
Accumulated depreciation | (1,858) | (1,834) |
Total property and equipment, net | 4,995 | 5,665 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 753 | 805 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 3,223 | 4,185 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 2,877 | $ 2,509 |
Supplementary Balance Sheet I_5
Supplementary Balance Sheet Information - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | May 05, 2026 | May 04, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of property and equipment | $ 1,272 | $ 121 | |||
Variable Interest Entity, Not Primary Beneficiary | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Investments in equity securities | $ 6,000 | $ 6,000 | |||
TTG Imaging Solutions, LLC And Insignia Parent, LLC | Digirad Health Inc. | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Notes issued in sale transaction | $ 7,000 | ||||
Interest rate for notes receivable (as a percent) | 5% | ||||
Basis spread on variable rate (as a percent) | 5% | ||||
TTG Imaging Solutions, LLC And Insignia Parent, LLC | Digirad Health Inc. | Subsequent Event | Forecast | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Interest rate for notes receivable (as a percent) | 5% | ||||
Basis spread on variable rate (as a percent) | 7% | ||||
Construction | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Standard warranty period | 12 months | ||||
EBGL | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Standard warranty period | 25 years | ||||
Waterford ME | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of property and equipment | 1,200 | ||||
Gain on sale of facility | $ 424 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 | |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 97 | $ 110 | $ 213 | $ 221 |
Finance lease cost: | ||||
Amortization of finance lease assets | 23 | 26 | 45 | 42 |
Interest on finance lease liabilities | 2 | 4 | 7 | 9 |
Total finance lease cost | $ 25 | $ 30 | $ 52 | $ 51 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 190 | $ 181 |
Operating cash flows from finance leases | 5 | 9 |
Financing cash flows from finance leases | 51 | 50 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | $ 0 | $ 666 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease, weighted average remaining lease term (in years) | 4 years 4 months 24 days | 4 years 9 months 18 days |
Financing leases, weighted average remaining lease term (in years) | 2 years 4 months 24 days | 2 years 6 months |
Operating leases, weighted average discount rate (percent) | 5.55% | 5.61% |
Financing leases, weighted average discount rate (percent) | 5.90% | 5.91% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments, Lessee (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Operating Leases | |
#REF! | $ 230 |
2024 | 468 |
2025 | 477 |
2026 | 387 |
2027 | 92 |
2028 and thereafter | 207 |
Total future minimum lease payments | 1,861 |
Less amounts representing interest | 164 |
Present value of lease obligations | 1,697 |
Finance Leases | |
#REF! | 35 |
2024 | 49 |
2025 | 23 |
2026 | 16 |
2027 | 1 |
2028 and thereafter | 0 |
Total future minimum lease payments | 124 |
Less amounts representing interest | 12 |
Present value of lease obligations | $ 112 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | $ 4,783 | $ 3,490 |
Lumber derivative contracts | 43 | 0 |
Lumber derivative contracts | 0 | (104) |
Total | 4,826 | 3,386 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 4,783 | 3,490 |
Lumber derivative contracts | 43 | |
Lumber derivative contracts | (104) | |
Total | 4,826 | 3,386 |
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 | |
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 | |
Total | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) boardFeet in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 USD ($) boardFeet derivative | Jun. 30, 2022 USD ($) | Dec. 31, 2022 boardFeet derivative | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, unrealized gain | $ 947 | $ 235 | |
Long | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative, nonmonetary notional amount (board feet) | boardFeet | 11,110 | 550 | |
Number of derivative instruments held | derivative | 101 | 5 | |
Commodity Contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (loss) on derivatives | $ 4 | $ (1,128) |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Instruments, Gain (Loss) (Details) - Commodity Contract - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) on lumber derivatives | $ 147 | $ (1,145) |
Realized gain (loss) on lumber derivatives | (143) | 17 |
Total gain (loss) on lumber derivatives | $ 4 | $ (1,128) |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total Short-term debt | $ 0 | $ 3,383 |
Weighted-Average Interest Rate | 0% | 7.88% |
eCapital - Star Loan Principal, net | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 0 | $ 791 |
Weighted-Average Interest Rate | 10.50% | |
Short Term Loan | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 0 | $ 791 |
Weighted-Average Interest Rate | 0% | 10.50% |
Revolving Credit Facility | Revolving Credit Facility - eCapital KBS | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 0 | $ 0 |
Weighted-Average Interest Rate | 0% | 0% |
Revolving Credit Facility | Revolving Credit Facility - eCapital EBGL | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 0 | $ 2,592 |
Weighted-Average Interest Rate | 0% | 10.25% |
Revolving Credit Facility | Total Short-term Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Total Short-term Revolving Credit Facilities | $ 0 | $ 2,592 |
Weighted-Average Interest Rate | 0% | 7.69% |
Debt - Narratives (Details)
Debt - Narratives (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
eCapital - Star Loan Principal, net | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 2.5 |
eCapital - Star Loan Principal, net | Prime Rate | |
Debt Instrument [Line Items] | |
Basis spread (percent) | 3.50% |
Revolving Credit Facility | Revolving Credit Facility - eCapital EBGL | Line of Credit | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 4 |
Revolving Credit Facility | Revolving Credit Facility - eCapital KBS | Line of Credit | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax from continuing operations | $ 61 | $ (510) | $ 61 | $ 1,160 |
Income tax, discontinued operations | 300 | $ (183) | 300 | $ (537) |
Unrecognized tax benefits | 2,000 | 2,000 | ||
Unrecognized tax benefits that would impact effective tax rate | $ 2,000 | $ 2,000 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments - Schedule of Segment
Segments - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Consolidated revenue | $ 8,893 | $ 16,806 | $ 21,239 | $ 28,437 |
Consolidated gross profit | 2,603 | 2,421 | 6,869 | 3,908 |
Income (loss) from operations by segment | (2,036) | (1,204) | (1,884) | (3,837) |
Segment income (loss) from operations | (2,036) | (1,204) | (1,884) | (3,837) |
Total depreciation and amortization | 579 | 559 | 1,151 | 1,145 |
Construction | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated revenue | 8,893 | 16,806 | 21,239 | 28,437 |
Operating Segments | Construction | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated revenue | 8,893 | 16,806 | 21,239 | 28,437 |
Consolidated gross profit | 2,664 | 2,485 | 6,993 | 4,071 |
Income (loss) from operations by segment | 199 | 290 | 1,981 | (469) |
Total depreciation and amortization | 510 | 495 | 1,015 | 982 |
Operating Segments | Investments | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated revenue | 158 | 158 | 316 | 316 |
Consolidated gross profit | 97 | 94 | 192 | 153 |
Income (loss) from operations by segment | (437) | 80 | (456) | 139 |
Total depreciation and amortization | 61 | 64 | 124 | 163 |
Intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated revenue | (158) | (158) | (316) | (316) |
Consolidated gross profit | (158) | (158) | (316) | (316) |
Income (loss) from operations by segment | (1,798) | (1,574) | (3,409) | (3,507) |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total depreciation and amortization | $ 8 | $ 0 | $ 12 | $ 0 |
Related Party Transaction (Deta
Related Party Transaction (Details) - $ / shares | Dec. 10, 2021 | Jun. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, outstanding (in shares) | 15,196,458 | 15,177,919 | |
Series A Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Preferred stock, outstanding (in shares) | 1,915,637 | ||
Executive Chairman | Digirad Corporation | |||
Related Party Transaction [Line Items] | |||
Common stock, outstanding (in shares) | 3,275,819 | ||
Percentage of outstanding shares | 21.56% | ||
Executive Chairman | Digirad Corporation | Series A Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Preferred stock, outstanding (in shares) | 1,222,458 | ||
Executive Chairman | Private Placement | |||
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 |
Perpetual Preferred Stock - Nar
Perpetual Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
May 19, 2023 | Feb. 17, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | |||||||
Preferred stock, dividend rate (in percent) | 10% | ||||||
Liquidation preference (in usd per share) | $ 10 | $ 10 | |||||
Dividends to holders of preferred stock (in usd per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.50 |
Series A Cumulative Perpetual Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock dividends paid | $ 0.5 | $ 0.5 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jan. 24, 2022 | Jun. 30, 2023 | |
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 (in 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 (in 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 | Firm Purchase Warrants | Maxim Group LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 237,500 | |
Number of warrants exercised (in shares) | 237,500 | |
Exercise price of warrants (in usd per share) | $ 1.65 | |
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 (in 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 (in usd per share) | $ 2.25 | |
Warrants outstanding (in shares) | 1,400,000 |
Preferred Stock Rights (Details
Preferred Stock Rights (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 14, 2021 |
Class of Stock [Line Items] | |||
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 |