Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 07, 2024 | Jun. 30, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10.4 | ||
Entity Common Stock, Shares Outstanding | 15,848,202 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE None. | ||
Entity Central Index Key | 0000707388 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common stock | |||
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 | |||
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 | ||
Series C Preferred Stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Series C Participating Preferred Stock, par value $0.0001 per share Purchase Rights |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | Wolf & Company, P.C. |
Auditor Location | Boston, MA |
Auditor Firm ID | 392 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Revenues: | |||
Total revenues | $ 45,785 | $ 57,149 | |
Cost of revenues: | |||
Total cost of revenues | 33,859 | 44,779 | |
Gross profit | 11,926 | 12,370 | |
Operating expenses: | |||
Selling, general and administrative | 14,538 | 14,195 | |
Amortization of intangible assets | 1,734 | 1,719 | |
Total operating expenses | 16,272 | 15,914 | |
Net income (loss) from continuing operations | (4,346) | (3,544) | |
Other income (expense): | |||
Other income (expense), net | 852 | (1,336) | |
Interest income (expense), net | 973 | (564) | |
Total other income (expense), net | 1,825 | (1,900) | |
Income (loss) from continuing operations before income taxes | [1] | (2,521) | (5,444) |
Income tax benefit (provision) | 614 | (383) | |
Income (loss) from continuing operations, net of tax | (1,907) | (5,827) | |
Income (loss) from discontinued operations, net of tax | 27,039 | 575 | |
Net income (loss) | 25,132 | (5,252) | |
Dividend on Series A perpetual preferred stock | (1,916) | (1,916) | |
Net income (loss) attributable to common stockholders | 23,216 | (7,168) | |
Net income (loss) attributable to common stockholders | $ 23,216 | $ (7,168) | |
Net income (loss) per share, continuing operations | |||
Net income (loss) per share, continuing operations, basic (in usd per share) | [1] | $ (0.12) | $ (0.40) |
Net income (loss) per share, continuing operations, diluted (in usd per share) | (0.12) | (0.39) | |
Net income (loss) per share, discontinued operations | |||
Net income (loss) per share, discontinued operations, basic (in usd per share) | [1] | 1.73 | 0.04 |
Net income (loss) per share, discontinued operations, diluted (in usd per share) | 1.71 | 0.04 | |
Net income (loss) per share | |||
Net income (loss) per share, basic (in usd per share) | [1] | 1.61 | (0.36) |
Net income (loss) per share, diluted (in usd per share) | [1] | 1.59 | (0.35) |
Net income (loss) per share, attributable to common shareholders | |||
Net income (loss) per share, attributable to common stockholders - basic (in usd per share) | [1] | 1.48 | (0.49) |
Net income (loss) per share, attributable to common stockholders - diluted (in usd per share) | [1] | $ 1.47 | $ (0.48) |
Weighted-average common shares outstanding | |||
Weighted-average common shares outstanding - basic (in shares) | [1] | 15,638 | 14,751 |
Weighted-average common shares outstanding - diluted (in shares) | [1] | 15,775 | 14,829 |
Dividends declared per share of Series A perpetual preferred stock (in usd per share) | $ 0.25 | $ 0.25 | |
Series A Preferred Stock | |||
Weighted-average common shares outstanding | |||
Dividends declared per share of Series A perpetual preferred stock (in usd per share) | $ 1 | $ 1 | |
Construction | |||
Revenues: | |||
Total revenues | $ 45,785 | $ 57,149 | |
Cost of revenues: | |||
Total cost of revenues | 33,631 | 44,489 | |
Investments | |||
Revenues: | |||
Total revenues | 0 | 0 | |
Cost of revenues: | |||
Total cost of revenues | $ 228 | $ 290 | |
[1]Earnings per share may not add due to rounding |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 18,326 | $ 4,377 |
Restricted cash | 620 | 142 |
Investments in equity securities | 4,838 | 3,490 |
Lumber derivative contracts | 19 | 0 |
Accounts receivable, net of allowances of $191 and $270, respectively | 6,004 | 7,975 |
Note receivable, current portion | 399 | 73 |
Inventories, net | 3,420 | 4,678 |
Other current assets | 1,180 | 682 |
Current assets – discontinued operations | 0 | 17,851 |
Total current assets | 34,806 | 39,268 |
Property and equipment, net | 7,828 | 5,665 |
Operating lease right-of-use assets, net | 1,470 | 1,856 |
Intangible assets, net | 12,518 | 13,352 |
Goodwill | 4,438 | 4,438 |
Deferred tax assets | 0 | 0 |
Cost method investment | 6,000 | 0 |
Notes receivable | 8,427 | 1,285 |
Other assets | 9 | 0 |
Non-current assets – discontinued operations | 0 | 7,438 |
Total assets | 75,496 | 73,302 |
Current liabilities: | ||
Accounts payable | 1,571 | 1,447 |
Accrued liabilities | 1,506 | 462 |
Accrued compensation | 1,772 | 1,838 |
Accrued warranty | 44 | 38 |
Lumber derivative contracts | 0 | 104 |
Deferred revenue | 1,377 | 1,673 |
Short-term debt | 2,019 | 3,383 |
Operating lease liabilities | 403 | 372 |
Finance lease liabilities | 42 | 82 |
Current liabilities - discontinued operations | 0 | 18,146 |
Total current liabilities | 8,734 | 27,545 |
Deferred tax liabilities | 318 | 470 |
Operating lease liabilities, net of current portion | 1,102 | 1,510 |
Finance lease liabilities, net of current portion | 43 | 96 |
Non-current liabilities - discontinued operations | 0 | 1,926 |
Total liabilities | 10,197 | 31,547 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value: 50,000,000 and 50,000,000 shares authorized; 15,826,217 and 15,177,919 shares issued and outstanding (net of treasury shares) at December 31, 2023 and 2022, respectively | 2 | 1 |
Treasury stock, at cost; 258,849 shares at December 31, 2023 and 2022, respectively | (5,728) | (5,728) |
Additional paid-in capital | 160,126 | 161,715 |
Accumulated deficit | (108,089) | (133,221) |
Total stockholders’ equity | 65,299 | 41,755 |
Total liabilities and stockholders’ equity | 75,496 | 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 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for credit loss, current | $ 191,000 | $ 270,000 |
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
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) | 15,826,217 | 15,177,919 |
Common stock, outstanding (in shares) | 15,826,217 | 15,177,919 |
Treasury stock (in shares) | 258,849 | 258,849 |
Series A Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 8,000,000 | 8,000,000 |
Liquidation preference (in usd per share) | $ 10 | $ 10 |
Preferred stock, shares issued (in shares) | 1,915,637 | 1,915,637 |
Preferred stock, outstanding (in shares) | 1,915,637 | 1,915,637 |
Preferred stock, liquidation preference | $ 18,988,390 | $ 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 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||
Net income (loss) | $ 25,132 | $ (5,252) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||
Depreciation of property and equipment | 925 | 1,815 |
Amortization of intangible assets | 1,734 | 1,720 |
Non-cash lease expense | 670 | 1,218 |
Provision for bad debt, net | 162 | 557 |
Stock-based compensation | 340 | 438 |
Non-cash interest expense | 45 | 135 |
Gain on disposal of discontinued operations | (26,680) | 0 |
Bargain purchase gain on acquisition | (1,170) | 0 |
(Gain) Loss on sale of assets | (503) | (398) |
Deferred income taxes | (613) | 103 |
Unrealized (gain) loss on equity securities and lumber derivatives | (208) | 1,661 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,737 | (2,659) |
Inventories | 1,015 | (2,102) |
Other assets | 43 | (506) |
Accounts payable | 1,118 | (844) |
Accrued compensation | (646) | 651 |
Deferred revenue and billings in excess of costs and estimated profit | (567) | 614 |
Operating lease liabilities | (490) | (1,197) |
Other liabilities | (1,346) | 189 |
Net cash provided (used) by operating activities | 2,698 | (3,857) |
Investing activities | ||
Purchases of property and equipment | (698) | (1,189) |
Proceeds from sale of discontinued operations | 19,681 | 0 |
Proceeds from sale of property and equipment | 1,233 | 432 |
Purchases of equity securities | (1,517) | (4,363) |
Proceeds from sales of equity securities | 253 | 27 |
Cash paid for business acquisition | (2,770) | 0 |
Net cash provided (used) by investing activities | 16,182 | (5,093) |
Financing activities | ||
Proceeds from borrowings | 41,153 | 105,869 |
Repayment of debt | (42,105) | (107,155) |
Proceeds from exercise of warrants | 4 | 0 |
Fees paid on issuance of common stock | 0 | (450) |
Proceeds from the sale of common stock, warrants, and exercise of over allotment options | 1 | 13,198 |
Taxes paid related to net share settlement of equity awards | (16) | (5) |
Repayment of obligations under finance leases | (193) | (600) |
Preferred stock dividends paid | (1,916) | (1,916) |
Net cash provided (used) by financing activities | (3,072) | 8,941 |
Net change in cash, cash equivalents, and restricted cash including cash classified within current assets-discontinued operations | 15,808 | (9) |
Less: Net (decrease) increase in cash classified within current assets-discontinued operations | 1,381 | (600) |
Net change in cash, cash equivalents, and restricted cash | 14,427 | 591 |
Cash, cash equivalents, and restricted cash at beginning of year | 4,519 | 3,928 |
Cash, cash equivalents, and restricted cash at end of year | 18,946 | 4,519 |
Reconciliation of cash, cash equivalents, and restricted cash at end of year | ||
Cash and cash equivalents | 18,326 | 4,377 |
Restricted cash | 620 | 142 |
Cash, cash equivalents, and restricted cash at end of year | 18,946 | 4,519 |
Supplemental Information | ||
Cash paid during the year for interest | 261 | 689 |
Cash paid during the year for income taxes | 651 | 432 |
Non-Cash Investing Activities | ||
Noncash note receivable | 7,000 | 487 |
Noncash investment in private company | 6,000 | 0 |
Non-Cash Financing Activities | ||
Noncash property, plant, and equipment obtained in exchange for finance lease liabilities | 0 | 90 |
Noncash right-of-use assets obtained in exchange for operating lease liabilities | $ 0 | $ 1,492 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) | Total | Perpetual Redeemable 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 | $ 18,988,000 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Dividends to holders of preferred stock ($0.25 per share) | 479,000 | |||||
Preferred stock dividends paid | $ (479,000) | |||||
Reclassification of preferred stock to permanent equity (See Note 2) (in shares) | (1,916,000) | |||||
Reclassification of preferred stock to permanent equity (See Note 2) | $ (18,988,000) | |||||
Perpetual Redeemable Preferred Stock, Ending balance (in shares) at Dec. 31, 2022 | 0 | |||||
Perpetual Redeemable Preferred Stock, Ending balance at Dec. 31, 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 | 16,754,000 | $ 0 | $ 0 | $ (5,728,000) | $ 150,451,000 | $ (127,969,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 438,000 | 438,000 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes (in shares) | 198,000 | |||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | (5,000) | (5,000) | ||||
Equity issuance costs | (450,000) | (450,000) | ||||
Dividends to holders of preferred stock ($0.25 per share) | (1,916,000) | (1,916,000) | ||||
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 | 13,198,000 | $ 1,000 | 13,197,000 | |||
Reclassification of preferred stock to permanent equity (See Note 2) (in shares) | 1,916,000 | |||||
Reclassification of preferred stock to permanent equity (See Note 2) | 18,988,000 | $ 18,988,000 | ||||
Net income (loss) | $ (5,252,000) | (5,252,000) | ||||
Preferred stock, ending balance (in shares) at Dec. 31, 2022 | 1,916,000 | |||||
Common stock, ending balance (in shares) at Dec. 31, 2022 | 15,177,919 | 15,178,000 | ||||
Ending balance at Dec. 31, 2022 | $ 41,755,000 | $ 18,988,000 | $ 1,000 | (5,728,000) | 161,715,000 | (133,221,000) |
Perpetual Redeemable Preferred Stock, Ending balance (in shares) at Dec. 31, 2023 | 0 | |||||
Perpetual Redeemable Preferred Stock, Ending balance at Dec. 31, 2023 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 340,000 | 340,000 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes (in shares) | 323,000 | |||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | (16,000) | $ 500 | (16,000) | |||
Dividends to holders of preferred stock ($0.25 per share) | (1,916,000) | (1,916,000) | ||||
Proceeds from the sale of common stock, warrants, and exercise of over allotment options (in shares) | 325,000 | |||||
Proceeds from the sale of common stock, warrants, and exercise of over allotment options | 4,000 | $ 500 | 3,000 | |||
Net income (loss) | $ 25,132,000 | 25,132,000 | ||||
Preferred stock, ending balance (in shares) at Dec. 31, 2023 | 1,916,000 | |||||
Common stock, ending balance (in shares) at Dec. 31, 2023 | 15,826,217 | 15,826,000 | ||||
Ending balance at Dec. 31, 2023 | $ 65,299,000 | $ 18,988,000 | $ 2,000 | $ (5,728,000) | $ 160,126,000 | $ (108,089,000) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends to holders of preferred stock (in usd per share) | $ 0.25 | $ 0.25 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2023 | |
The Company [Abstract] | |
The Company | The Company Star Equity Holdings, Inc. (“Star Equity”, or the “Company”) is a 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 3. Discontinued Operations . Unless the context requires otherwise, in this report the terms “we,” “us,” and, “our” refer to Star Equity and our wholly owned subsidiaries. Construction Construction manufactures modular housing units for commercial and residential applications. Construction operates in two businesses: (i) modular building manufacturing and (ii) structural wall panel and wood foundation manufacturing, including building supply retail operations. The modular building manufacturing business services the northeast United States and is operated by KBS Builders, Inc. (“KBS”) in Maine. The structural wall panel and wood foundation manufacturing business is operated by EdgeBuilder, Inc. (“EdgeBuilder”), and the retail building supplies are sold through Glenbrook Building Supply, Inc. (“Glenbrook” and together with EdgeBuilder, “EBGL”). EBGL is based in and services the Greater Minneapolis metropolitan area. KBS, EdgeBuilder and Glenbrook are wholly owned subsidiaries of Star Equity and are referred to collectively herein, and together with ATRM Holdings, Inc. (“ATRM”), as the “Construction Subsidiaries.” EBGL expanded its market share of the Greater Minneapolis area via the acquisition of all of the assets of Big Lake Lumber Inc. (“BLL”) in October 2023. BLL’s operations were integrated into and became part of Glenbrook’s operations. See Note 16. Mergers and Acquisitions for further information. Investments Investments generates intercompany revenue from the lease of commercial properties and equipment through Star Real Estate Holdings. Our Investments division is an internally-focused unit. This entity was established to hold our corporate-owned real estate, which currently includes our manufacturing facilities that are leased to KBS and EBGL, as well as any minority investments we make in public and private companies. Star Equity Fund GP, LLC (“Star Equity Fund”), Star Investment Management, LLC (“Star Investment”), Star Equity Investment Holdings Inc. (“SEI”), Star Real Estate Holdings USA, Inc. (“SRE”), and the subsidiaries of SRE that are included in this division are referred to collectively herein as the “Investments Subsidiaries.” |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The consolidated financial statements are prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America and include our wholly owned subsidiaries financial statements. All intercompany accounts and transactions have been eliminated. The divestiture of our former Healthcare division is separately presented as discontinued operations in the Consolidated Statement of Operations for the years ended December 31, 2023 and December 31, 2022. Refer to Note 3. Discontinued Operations for additional information. Mezzanine Equity Pursuant to the Certificate of Designations, Rights and Preferences of 10% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) of Star Equity (the “Certificate of Designations”), upon a Change of Control Triggering Event, as defined in the Certificate of Designations, holders of the Series A Preferred Stock had the ability to require the Company to redeem the Series A Preferred Stock at a price of $10.00 per share, plus any accumulated and unpaid dividends. As this redemption feature of the shares was not solely within the control of the Company, the Series A Preferred Stock did not qualify as permanent equity and was classified as mezzanine or temporary equity. On June 2, 2022, the Certificate of Designations was amended to include a “Special Optional Redemption Right” at the Company’s discretion and to extinguish the option of preferred stockholders to redeem preferred shares upon a Change of Control Triggering Event, as defined in the Certificate of Designations, as amended. As the redemption features of the Series A Preferred Stock are now solely within the control of the Company, the Series A Preferred Stock qualifies as permanent equity and has been reclassified to permanent equity effective June 2, 2022. In addition to the foregoing redemption features, the Certificate of Designations also provides that we may redeem (at our option, in whole or in part) the Series A Preferred Stock following the fifth anniversary of issuance of the Series A Preferred Stock, at a cash redemption price of $10.00 per share, plus any accumulated and unpaid dividends. Refer to preferred stock dividends discussed in Note 17. Perpetual Preferred Stock. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Practices (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated financial statements. Significant estimates and judgments include those related to revenue recognition, goodwill valuation, business combination accounting, and income taxes. Actual results could materially differ from those estimates. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 and, specific to our discontinued Healthcare Operations, Topic 842, as further explained below. Pursuant to ASC 606, Revenue from Contracts with Customers , we recognize revenue when a customer obtains control of promised goods or services. We record the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company has elected to use the practical expedient under ASC 606 to exclude disclosures of unsatisfied remaining performance obligations for (i) contracts having an original expected length of one year or less or (ii) contracts for which the practical expedient has been applied to recognize revenue at the amount for which it has a right to invoice. We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The majority of our contracts have a single performance obligation, including certain instances which we provide a series of distinct goods or services that are substantially the same and are transferred with the same pattern to the customer. For contracts with multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue recognition is evaluated on a contract by contract basis. Performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time when the company creates an asset with no alternative use and we have an enforceable right to payment, including a reasonable profit margin. Determining if an enforceable right to payment includes a reasonable profit margin requires judgment and is assessed on a contract by contract basis. For contracts requiring over time revenue recognition, the selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We use a cost-based input measurement of progress because it best depicts the transfer of assets to the customer, which occurs as costs are incurred during the manufacturing process or as services are rendered. Under the cost-based measure of progress, the extent of progress towards completion is measured based on the costs incurred to date. Our products are generally not sold with a right of return and the Company does not provide significant credits or incentives, which may be variable consideration when estimating the amount of revenue to be recognized. Construction Revenue Recognition. Within the Construction division, we service residential and commercial construction projects by manufacturing modular housing units and other products and supplying general contractors with building materials. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion. Billings in excess of costs and estimated profit. We recognize billings in excess of costs and estimated profit on uncompleted contracts within current liabilities. Such amounts relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated profit on uncompleted contracts are not considered to be a significant financing component because they are generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. There is no liability associated with billings in excess of costs at December 31, 2023 or December 31, 2022. Healthcare Revenue Recognition. We generated Healthcare service revenue and product and product-related sales revenue primarily from providing diagnostic services to our customers and from the sale of gamma cameras, accessories, and radiopharmaceuticals doses. Service revenues within our former Healthcare reportable segment, which is now recorded as part of discontinued operations, and, in 2023 covers the period through the date of sale of our Healthcare division as discussed in Note 2. Discontinued Operations , was derived from providing our customers with contract diagnostic services, which included use of our imaging systems, qualified personnel, radiopharmaceuticals, licensing, logistics and related items required to perform testing in their own offices. We billed customers either on a per-scan or fixed-payment methodology, depending upon the contract negotiated with the customer. We also rented cameras to customers for use in their healthcare operations. Rental revenues were structured as either a weekly or monthly payment arrangement, and were recognized in the month that rental assets were provided. Revenue related to provision of our services was recognized at the time services were performed. Revenue from product and product-related sales, which is recorded as part of discontinued operations, was derived primarily from the sale of gamma cameras, accessories, and radiopharmaceuticals doses. Contract Costs . We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs mainly include the internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the revenue is recognized. As of December 31, 2023 and 2022, there were no contract costs recognized. Deferred Revenue. Deferred revenue represents customer deposits and advanced payments for contracts that are subject to point-in-time recognition. We have determined our contracts do not include a significant financing component. Leases Lessee Accounting We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and operating lease liabilities, net of current portion in our Consolidated Balance Sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit discount rate when readily determinable; however, as most of our leases do not provide an implicit discount rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease valuation may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We elected to not separate lease and non-lease components of our operating leases. Additionally, the Company elected not to recognize ROU assets and leases liabilities that arise from short-term leases of twelve months or less. Lessor Accounting We determine lease classification at the commencement date. Leases not classified as sales-type or direct financing leases are classified as operating leases. The primary accounting criteria used for lease classification are (a) review to determine if the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, (b) review to determine if the lease grants the lessee a purchase option that the lessee is reasonably certain to exercise, (c) determine, using a seventy-five percent or more threshold, if the lease term is for a major part of the remaining economic life of the underlying asset (however, we do not use this classification criterion when the lease commencement date falls within the last 25 percent of the total economic life of the underlying asset) and (d) determine, using a ninety percent or more threshold, if the present value of the sum of the lease payments and any residual value guarantees equal or exceeds substantially all of the fair value of the underlying asset. We do not lease equipment of such a specialized nature that it is expected to have no alternative use to us at the end of the lease term. We elected the operating lease practical expedient for leases to not separate non-lease components of regular maintenance services from associated lease components. Property taxes paid by the lessor that are reimbursed by the lessee are considered to be lessor costs of owning the asset and are recorded gross with income included in other non-interest income and expense recorded in operating expenses. We selected a lessor accounting policy election to exclude from revenue and expenses sales taxes and other similar taxes assessed by a governmental authority on lease revenue-producing transactions and collected by the lessor from a lessee. Operating lease equipment is carried at cost less accumulated depreciation. Operating lease equipment is depreciated to its estimated residual value using the straight-line method over the lease term or estimated useful life of the asset. Rental revenue on operating leases is recognized on a straight-line basis over the lease term unless collectability is not probable. In these cases rental revenue is recognized as payments are received. Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. We limit our exposure to credit loss by generally placing cash in high credit quality financial institutions. Cash balances are maintained primarily at major financial institutions in the United States and a portion of which exceed the regulatory limit of $250,000 insured by the Federal Deposit Insurance Corporation (“FDIC”). We have not experienced any credit losses associated with our cash balances. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. As of December 31, 2023, we have $1.0 million of cash in excess of FDIC insured limits. Fair Value of Financial Instruments The authoritative guidance for fair value measurements defines fair value for accounting purposes, establishes a framework for measuring fair value, and provides disclosure requirements regarding fair value measurements. The guidance defines fair value as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial instruments primarily consist of cash equivalents, equity securities, accounts receivable, other current assets, restricted cash, and accounts payable. The carrying amount of short-term and long-term debt and notes payable approximates fair value because of the relative short maturity of these instruments and interest rates we could currently obtain. The Company occasionally enters into derivative financial instruments to manage certain market risks. These derivative instruments are not designated as hedging instruments and accordingly, are recorded at fair value in the Consolidated Balance Sheets with the changes in fair value recognized in cost of revenue in the Consolidated Statements of Operations. Variable Interest Entities We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”). We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the significant losses or benefits. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary. Cash and Cash Equivalents We consider all investments with a maturity of three months or less when acquired to be cash equivalents. Equity Securities As of December 31, 2023 and 2022, securities consist of investments in equity securities that are publicly traded. Investments that are strategic in nature, with the intent to hold the investment over a several year period, are classified as other assets (non-current). These equity securities are measured at fair value and changes in fair value are recognized in net income. During the year ended December 31, 2023, we recognized gains related to changes in fair value of $0.2 million in the Consolidated Statements of Operations. During the year ended December 31, 2022, we recorded losses related to changes in fair value of $1.7 million. Cost Method Investment As a part of the sale of Digirad Health, described further in Note 3. Discontinued Operations , we received common equity of TTG Parent. We have 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. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified. Allowance for Doubtful Accounts Accounts receivable consist principally of trade receivables from customers. These are recorded at the invoiced amount and are generally unsecured and due within 30 days. Trade receivables do not bear interest. We adopted ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”), as amended, which replaces the incurred loss methodology with an expected loss methodology . This methodology includes information about past events, current economic conditions and reasonable and supportable forecasts that impact the collectibility of the reported amounts of the receivables over their lifetime. Within the CECL guidelines, we utilize a “probability of default” methodology to determine expected credit losses under the CECL model. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. Our “probability of default” methodology principally entails evaluating the collectability of our trade receivables and providing reserves for doubtful accounts based on our historical experience rate, known collectability issues and disputes, and our bad debt write-off history. The impact of adopting CECL did not have a material impact on our financial statements. Our estimates of collectability could be impacted by material amounts due to changed circumstances, such as a higher number of defaults or material adverse changes in a payor’s ability to meet its obligations. Expected credit losses related to trade accounts receivable are recorded as an allowance for doubtful accounts within accounts receivable, net in the Consolidated Balance Sheets, and the related provision for doubtful accounts is charged to general and administrative expenses. We do not have any off-balance sheet credit exposure related to our customers. The following table summarizes the allowance for doubtful accounts from continuing operations as of and for the years ended December 31, 2023 and 2022 (in thousands): Allowance for Doubtful Accounts (1) Balance at December 31, 2021 $ (477) Provision adjustment (432) Write-offs and recoveries, net 639 Balance at December 31, 2022 (270) Provision adjustment (145) Write-offs and recoveries, net 224 Balance at December 31, 2023 $ (191) (1) The provision was charged against general and administrative expenses. Inventory Inventories are valued using first-in, first-out or the weighted-average inventory method; stated at the lower of cost or net realizable value. Finished goods and work-in-process inventory values include the cost of raw materials, labor and manufacturing overhead. Inventory, when written down to net realizable value, establishes a new cost basis and its value is not subsequently increased based upon changes in underlying facts and circumstances. We also make adjustments to reduce the carrying amount of inventories for estimated excess or obsolete inventories. Factors influencing these adjustments include inventories on-hand compared with historical and estimated future sales and usage for existing and new products and assumptions about the likelihood of obsolescence. Long-Lived Assets including Finite Lived Purchased Intangible Assets Long-lived assets consist of property and equipment and finite lived intangible assets. We generally record property and equipment at cost. We record property and equipment and intangible assets acquired in business combinations based on their fair values at the date of acquisition. We calculate depreciation on property and equipment using the straight-line method over the estimated useful life of the assets, which range from 5 to 20 years for buildings and improvements, 3 to 13 years for machinery and equipment, 1 to 10 years for computer hardware and software, and the lesser of the estimated useful life or remaining lease term for leasehold improvements. Charges related to amortization of assets recorded under finance leases are included within depreciation expense. We calculate amortization on intangible assets using either the accelerated or the straight-line method over the estimated useful life of the assets, based on when we expect to receive cash inflows generated by the intangible assets. Estimated useful lives for intangibles range from 1 to 15 years. Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. No impairment was recorded on long-lived assets to be held and used during the years ended December 31, 2023 and 2022. Goodwill Valuation We review goodwill for impairment on an annual basis during the fourth quarter, and when events or changes in circumstances indicate that a reduction in the carrying value may not be recoverable. We initially assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Upon review of the results of such assessment, we may begin performing impairment analysis by quantitatively comparing the fair value of the reporting unit to the carrying value of the reporting unit, including goodwill. An impairment charge for goodwill is recognized for the amount by which the carrying value of the reporting unit exceeds its fair value and such loss should not exceed the total goodwill allocated to the reporting unit. Goodwill has historically been derived from the acquisition of ATRM in 2019. See Note 7. Goodwill , for further information. Business Combinations In accordance with ASC 805, Business Combinations , the Company allocates the purchase consideration to the identifiable assets acquired and liabilities assumed in business combinations based on their fair values as of the respective acquisition date. The excess of the purchase consideration over the amounts assigned to the identifiable assets and liabilities is recognized as goodwill, or if the fair value of the net assets acquired exceeds the purchase consideration, a bargain purchase gain is recorded within the Consolidated Statement of Operations. Factors giving rise to goodwill generally include operational synergies that are anticipated as a result of the business combination and growth expected to result in economic benefits from access to new customers and markets. The fair values of identifiable intangible assets acquired in business combinations are generally determined using an income approach, requiring financial forecasts and estimates as well as market participant assumptions. In connection with the acquisition of BLL during the fiscal year ended December 31, 2023, the Company recorded an initial bargain purchase gain of $1.2 million that was recorded as a component of other income on the Consolidated Statement of Operations. The bargain purchase gain amount represents the excess of the estimated fair value of the net assets and intangibles acquired over the estimated fair value of the consideration transferred. In accordance with ASC 805, we have estimated the fair value of the net assets acquired as of the acquisition date. The incremental financial results of the BLL acquisition are included in the Company’s consolidated financial results from the respective acquisition date. See Note 16. Mergers and Acquisitions for further information. Restricted Cash We maintain certain cash amounts restricted as to withdrawal or use. As of December 31, 2023 and 2022, restricted cash was $0.6 million and $0.1 million comprised of cash held for letters of credit for our real estate leases and certain minimum balance requirements on our banking arrangements. Debt Issuance Costs We incur debt issuance costs in connection with debt financings. Debt issuance costs for line of credit are presented in other assets and are amortized over the term of the revolving debt agreements using the straight-line method. Debt issuance costs for term debt are netted against the debt and are amortized over the term of the loan using the effective interest method. Amortization of debt issuance costs are included in interest expense. As of December 31, 2022, we had $0.1 million of unamortized debt issuance costs. As of December 31, 2023 we have no unamortized debt issuance costs. Shipping and Handling Fees and Costs We record all shipping and handling costs billed to customers as revenue earned for the goods provided. Shipping and handling costs related to continuing operations are included in cost of revenues and totaled $1.1 million and $1.0 million for the years ended December 31, 2023 and 2022. Share-Based Compensation We account for share-based awards exchanged for employee and board services in accordance with the authoritative guidance for share-based compensation. Under this guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of forfeitures, over the requisite service period. Warranties Within our Construction division, KBS provides a limited assurance warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EBGL provides a limited warranty on the sale of its wood foundation products that covers leaks resulting from defects in workmanship for a period of twenty-five years. Estimated warranty costs are accrued in the period that the related revenue is recognized. See Note 5. Supplementary Balance Sheet Information , for further information. Advertising Costs Advertising costs are expensed as incurred. Total advertising costs related to continuing operations for the years ended December 31, 2023 and 2022 were $85 thousand and $38 thousand, respectively. 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). 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 weighted-average outstanding common stock equivalents were not included in the calculation of diluted net income (loss) per share because their effect was antidilutive (in thousands): Year Ended December 31, 2023 2022 Stock options 2 4 Stock warrants 11,865 11,100 Restricted stock units 65 119 Total 11,932 11,223 As of December 31, 2023, there were 1,370,460 warrants exercised and 12,567,040 warrants outstanding, which represents 11,864,770 shares of common stock equivalents, remained outstanding. See Note 18. Equity Transactions , for further information about warrants outstanding. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize net deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We record uncertain tax positions on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits within income tax expense, and any accrued interest and penalties would be included within the related tax liability. No such costs were recorded for the years ended December 31, 2023 and December 31, 2022. Reclassifications Certain items in the prior year financial statements were reclassified to conform with the current year presentation. These reclassifications primarily relate to reporting our Healthcare division as a discontinued operation and inventory. New Accounting Standards Recently Adopted and To Be Adopted No recently issued and adopted accounting standards had a significant impact on our consolidated financial statements. In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requi |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 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 “Digirad 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 (“TTG”), and TTG’s parent, Insignia TTG Parent LLC, a Delaware limited liability company (“TTG Parent”). Pursuant to the Digirad Purchase Agreement, (i) TTG 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 TTG 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 Digirad Purchase Agreement) of TTG 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 payoff 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 TTG Parent (see Note 5. Supplemental Balance Sheet Information ). The Company completed the sale of Digirad Health simultaneously with entering into the Digirad 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 consolidated financial statements for all periods presented. Unless otherwise noted, discussion within the notes to the consolidated financial statements 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 twelve months ended December 31, 2023 and 2022 (in thousands). Note that we owned this division through May 4, 2023 and that the results for the twelve months ended December 31, 2023 reflect that period only: Twelve Months Ended December 31, 2023 2022 Total revenues $ 17,962 $ 55,002 Total cost of revenues 12,408 41,493 Gross profit 5,554 13,509 Operating expenses: Selling, general and administrative 3,314 13,068 Amortization of intangible assets — 1 (Gain) loss on disposal of discontinued operations (26,680) — Total operating expenses (23,366) 13,069 Income (loss) from discontinued operations 28,920 440 Other (expense) income, net (1,015) 338 Interest expense, net (173) (411) Income (loss) from discontinued operations before income taxes 27,732 367 Income tax benefit (provision) (693) 208 Income (loss) from discontinued operations $ 27,039 $ 575 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 liabilities 1,867 Accrued compensation 253 Accrued liabilities 2,675 Deferred revenue 1,703 Short-term debt and current portion of long-term debt 8,299 Operating lease liabilities 1,056 Finance lease liabilities, current portion 314 Operating lease liabilities, net of current portion 1,631 Finance lease liabilities, net of current portion 291 Short-term debt and current portion of long-term debt $ 20,072 The following table presents the significant operating, investing and financing activities from discontinued operations for the twelve months ended December 31, 2023 and 2022 (in thousands): Twelve Months Ended December 31, 2023 2022 Operating activities Net income (loss) from discontinued operations 27,039 575 Depreciation 332 1,270 Amortization of intangible assets — 1 Non-cash lease expense 273 852 Write-off of borrowing costs 16 40 (Gain) loss on disposal of discontinued operations (26,680) — Share-based compensation 1 6 (Gain )Loss on disposal of assets 135 (415) Provision for bad debt 17 124 Deferred income taxes 295 (317) Accounts receivable 1,333 (1,632) Inventory (681) (809) Other assets 654 448 Accounts payable 994 882 Accrued compensation (580) (673) Deferred revenue (101) 187 Operating lease liabilities (283) (845) Other liabilities (1,730) (334) Net cash provided by (used in) operating activities 1,034 (640) Net cash provided by (used in) investing activities — (743) Net cash provided by (used in) financing activities 347 783 Net increase (decrease) in cash and cash equivalents and restricted cash $ 1,381 $ (600) Non-Cash Investing Activities Lease assets obtained in exchange for new finance lease liabilities $ — $ 90 Lease assets obtained in exchange for new operating lease liabilities $ — $ 1,492 Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the twelve months ended December 31, 2023 (in thousands), prior to any proposed working capital adjustments: 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 | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following table presents our continuing revenues disaggregated by major source for the years ended December 31, 2023 and 2022 (in thousands): December 31, 2023 Construction Total Major Goods/Service Lines Construction Revenue from Contracts with Customers $ 45,785 $ 45,785 Total Revenues $ 45,785 $ 45,785 Timing of Revenue Recognition Services and goods transferred at a point in time 45,785 45,785 Total Revenues $ 45,785 $ 45,785 December 31, 2022 Construction Total Major Goods/Service Lines Construction revenue from Contracts with Customers $ 57,149 $ 57,149 Total Revenues $ 57,149 $ 57,149 Timing of Revenue Recognition Services and goods transferred over time $ 11,625 $ 11,625 Services and goods transferred at a point in time 45,524 45,524 Total Revenues $ 57,149 $ 57,149 Deferred Revenue Changes in the deferred revenues for the year ended December 31, 2023 and 2022, is as follows (in thousands): Balance at December 31, 2021 $ 946 Revenue recognized that was included in balance at beginning of the year (822) Deferred revenue, net, related to contracts entered into during the year 1,549 Balance at December 31, 2022 1,673 Revenue recognized that was included in balance at beginning of the year (1,604) Deferred revenue, net, related to contracts entered into during the year 1,308 Balance at December 31, 2023 $ 1,377 |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplementary Balance Sheet Disclosures [Abstract] | |
Supplementary Balance Sheet Information | Supplementary Balance Sheet Information The following tables show the Consolidated Balance Sheet details as of December 31, 2023 and 2022 (in thousands): Inventories December 31, December 31, Inventories: Raw materials $ 1,394 $ 1,629 Work-in-process 410 571 Finished goods 1,616 2,478 Total inventories 3,420 4,678 Less reserve for excess and obsolete inventories — — Total inventories, net $ 3,420 $ 4,678 Property and Equipment, net December 31, December 31, Property and equipment, net: Land $ 1,353 $ 805 Buildings and leasehold improvements 5,123 4,185 Machinery and equipment 3,511 2,509 Gross property and equipment 9,987 7,499 Accumulated depreciation (2,159) (1,834) Total property and equipment, net $ 7,828 $ 5,665 As of December 31, 2023, we held non-operating land and building in Oxford, Maine for investments which had a carrying value of $0.9 million and was included within property and equipment on the Consolidated Balance Sheets. Furthermore, we sold our Waterford, Maine facility on June 30, 2023 for approximately $1.2 million after closing costs and recognized a gain of $0.4 million which we recorded in other income/expense. Depreciation expense for the years ended December 31, 2023 and 2022 was $0.6 million and $1.8 million, respectively. Warranty Reserves Within our Construction division, KBS provides a limited assurance warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EBGL provides a limited warranty on the sale of its wood foundation products that covers leaks resulting from defects in workmanship for a period of twenty-five years. Estimated warranty costs are accrued in the period that the related revenue is recognized. Warranty reserves and related activity were minimal as of and for the periods ended December 31, 2023 and December 31, 2022. Intangible Assets December 31, 2023 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets with finite useful lives: Customer relationships $ 14,400 $ (5,831) $ 8,569 Trademarks 5,540 (1,591) 3,949 Total intangible assets, net $ 19,940 $ (7,422) $ 12,518 December 31, 2022 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets with finite useful lives: Customer relationships $ 13,500 $ (4,466) $ 9,034 Trademarks 5,540 (1,222) 4,318 Total intangible assets, net $ 19,040 $ (5,688) $ 13,352 Amortization expense for intangible assets, net for the years ended December 31, 2023 and 2022 was $1.7 million. Estimated amortization expense for intangible assets for each year 2024 through 2028 is $1.8 million and thereafter is $3.5 million. Notes Receivable Notes receivable consists of the following principal and interest balances as of December 31, 2023 and December 31, 2022 (in thousands): December 31, December 31, Principal and interest Principal and interest TTG Note $ 7,459 $ — MDOS Note 1,192 1,358 KBS Customer Note 176 — $ 8,827 $ 1,358 As a part of the sale of Digirad Health, described further in Note 3. Discontinued Operations , a $7 million promissory note (the “TTG 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 Digirad 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. In 2021, we completed the sale of MD Office Solutions in exchange for a secured promissory note (the “MDOS Note”). The original principal amount of the MDOS Note was $1.4 million and in December 2022 the principal was modified to $1.5 million. The MDOS Note, the principal of which is approximately $1.2 million at December 31, 2023, is included in “Notes receivable, current portion” and “Notes receivable” in our Consolidated Balance Sheets at December 31, 2023 for $0.2 million and $1.0 million, respectively. The MDOS Note requires quarterly installments of $74 thousand and incurs interest at a fixed rate of 5.0% through maturity in 2028. In 2023, KBS issued a promissory note to a customer, incurring 12% interest per annum (the “KBS Customer Note”). The KBS Customer Note is included in “Notes receivable, current portion” in the Consolidated Balance Sheets at December 31, 2023. The balance of the Notes Receivable outstanding include any unpaid accrued interest. Interest Income recognized on Notes Receivable for the periods ended December 31, 2023 and December 31, 2022 totaled $0.5 million and $0.2 million, respectively. We have determined that all notes receivable are collectible in full and have established no reserves. Cost Method Investment As a part of the sale of Digirad Health, we received $6 million in the common equity of TTG Parent LLC. We have 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. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified. Accrued Liabilities December 31, December 31, Accrued liabilities: Professional fees $ 108 $ — Sales and property taxes payable — 326 Outside services and consulting 279 55 Earn-out Provision 169 — Taxes Payable related to Digirad Sale 398 81 Other accrued liabilities 552 — Total accrued liabilities $ 1,506 $ 462 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We categorize our assets and liabilities measured at fair value into a three-level hierarchy in accordance with the authoritative guidance for fair value measurements. Assets and liabilities presented at fair value in our Consolidated Balance Sheets are generally categorized as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Such assets and liabilities may have values determined using pricing models, discounted cash flow methodologies, or similar techniques, and include instruments for which the determination of fair value requires significant management judgment or estimation. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy our assets and liabilities that were recorded at fair value as of December 31, 2023 and 2022 (in thousands): At Fair Value as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets (liabilities): Equity securities $ 4,838 $ — $ — $ 4,838 Lumber derivative contracts 19 — — 19 Total $ 4,857 $ — $ — $ 4,857 At 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 December 31, 2023 and 2022, respectively. During the years ended December 31, 2023, and 2022, we recorded an unrealized gain of $85 thousand and loss of $893 thousand, respectively, in the Consolidated Statements of Operations. We entered into lumber derivative contracts in order to protect our gross profit margins from fluctuations caused by volatility in lumber prices. For the years ended December 31, 2023 and 2022, we recorded a net realized and unrealized loss of $53 thousand and $1.8 million, respectively, within cost of revenues |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill has historically been derived from the acquisition of ATRM in 2019. KBS and EBGL carry a goodwill balance of $0.5 million and $4.0 million, respectively. The carrying amount of goodwill for the years ended December 31, 2023 and 2022, by reportable segment, changed as follows (in thousands): Construction Total Balance at December 31, 2022 $ 4,438 $ 4,438 Balance at December 31, 2023 $ 4,438 $ 4,438 The Company assesses qualitative and quantitative factors to determine whether goodwill is impaired. The analysis includes assessing the impact of changes in certain factors including: (1) changes in forecasted operating results and comparing actual results to projections, (2) changes in the industry or our competitive environment since the acquisition date, (3) changes in the overall economy, our market share and market interest rates since the acquisition date, (4) trends in the stock price and related market capitalization and enterprise values, (5) trends in peer companies’ total enterprise value metrics, and (6) additional factors such as management turnover, changes in regulation and changes in litigation matters. Based on the annual assessment performed as of December 31, 2023, the Company concluded it was more likely than not that the estimated fair value of our reporting units exceeded their carrying value, and therefore, determined it was not necessary to perform a quantitative goodwill impairment test. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of debt as of December 31, 2023 and 2022 is as follows (dollars in thousands): December 31, 2023 December 31, 2022 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - Premier $ 2,019 9.25% $ — —% Revolving Credit Facility - eCapital EBGL — —% 2,592 10.25% Total Short-term Revolving Credit Facilities $ 2,019 9.25% $ 2,592 10.25% eCapital - Star Loan Principal, net $ — —% $ 791 10.50% Short Term Loan $ — —% $ 791 10.50% Total Short-term debt $ 2,019 9.25% $ 3,383 10.31% Premier Facility On August 16, 2023, EdgeBuilder and Glenbrook (the “EBGL Borrowers”) entered into a Revolving Credit Loan Agreement with Premier Bank (“Premier”) providing the EBGL Borrowers with a working capital line of credit of up to $4 million, which agreement was subsequently replaced and increased to $6 million on December 5, 2023 (the “Premier Loan Agreement”). Availability under the Premier Loan Agreement is based on a formula tied to the EBGL Borrowers’ eligible accounts receivable, inventory and equipment. Borrowings under the Premier Loan Agreement bear interest at the prime rate plus 0.75% (and a minimum interest rate of 6.75%), with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the Premier Loan Agreement. The Premier Loan Agreement also provides for certain fees payable to Premier during its term. The initial term of the Premier Loan Agreement expires on December 5, 2024 but may be extended from time to time at the request of the EBGL Borrowers, subject to approval by Premier. The EBGL Borrowers’ obligations under the Premier Loan Agreement are guaranteed by the Company and secured by all of their inventory, equipment, accounts and other intangibles. As of December 31, 2023, availability under the Premier Loan Agreement was approximately $3 million. Financial covenants associated with the Premier Loan Agreement require that the EBGL Borrowers maintain (a) a debt service coverage ratio for any calendar year of less than 1.25; (b) a debt-to-equity ratio at the end of each calendar year in excess of 1.65; (c) a fixed charge coverage ratio at the end of each calendar year of less than 1.10; (d) working capital of at least $2 million; and (e) a current ratio of at least 1.50. As of December 31, 2023, the EBGL Borrowers were not in compliance with the Premier Loan Agreement covenants. The EBGL Borrowers have obtained a waiver from Premier for the annual covenant breach. 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; 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 and Term Loan EBGL The EBGL Borrowers were formerly parties to a Loan and Security 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 was also party to a revolving credit facility with eCapital which provided for borrowing up to $4.0 million, subject to certain borrowing base limitations. We and certain of our Investments subsidiaries were party to a Loan and Security Agreement with eCapital, as successor in interest to Gerber Finance, Inc., 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 maturing 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 positions upon expiry at June 30, 2023. Subsequently, we paid in full all amounts then outstanding under the Star Loan on May 9, 2023. We are no longer party to any credit agreements with eCapital. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Lessee We have operating and finance leases for corporate offices and operating locations, 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 Consolidated Balance Sheets. The components of lease expense for the years ended December 31, 2023 and 2022 are as follows (in thousands): December 31, December 31, Operating lease cost $ 465 $ 460 Finance lease cost: Amortization of finance lease assets $ 59 $ 94 Interest on finance lease liabilities 11 17 Total finance lease cost $ 70 $ 111 Supplemental cash flow information related to leases from continuing operations were as follows (in thousands): December 31, December 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 386 $ 367 Operating cash flows from finance leases $ 11 $ 17 Financing cash flows from finance leases $ 98 $ 100 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 666 Finance leases $ — $ 90 Supplemental balance sheet information related to leases as of December 31, 2023 and 2022 were as follows (in thousands): December 31, December 31, Weighted-Average Remaining Lease Term (in years) Operating leases 4.3 4.7 Finance leases 2.2 2.4 Weighted-Average Discount Rate Operating leases 5.46 % 5.61 % Finance leases 5.86 % 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 December 31, 2023 were as follows (in thousands): Operating Finance 2024 $ 468 $ 50 2025 477 23 2026 387 17 2027 92 1 2028 94 — 2029 and thereafter 113 — Total future minimum lease payments 1,631 91 Less amounts representing interest (126) (6) Present value of lease obligations $ 1,505 $ 85 Lessor |
Leases | Leases Lessee We have operating and finance leases for corporate offices and operating locations, 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 Consolidated Balance Sheets. The components of lease expense for the years ended December 31, 2023 and 2022 are as follows (in thousands): December 31, December 31, Operating lease cost $ 465 $ 460 Finance lease cost: Amortization of finance lease assets $ 59 $ 94 Interest on finance lease liabilities 11 17 Total finance lease cost $ 70 $ 111 Supplemental cash flow information related to leases from continuing operations were as follows (in thousands): December 31, December 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 386 $ 367 Operating cash flows from finance leases $ 11 $ 17 Financing cash flows from finance leases $ 98 $ 100 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 666 Finance leases $ — $ 90 Supplemental balance sheet information related to leases as of December 31, 2023 and 2022 were as follows (in thousands): December 31, December 31, Weighted-Average Remaining Lease Term (in years) Operating leases 4.3 4.7 Finance leases 2.2 2.4 Weighted-Average Discount Rate Operating leases 5.46 % 5.61 % Finance leases 5.86 % 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 December 31, 2023 were as follows (in thousands): Operating Finance 2024 $ 468 $ 50 2025 477 23 2026 387 17 2027 92 1 2028 94 — 2029 and thereafter 113 — Total future minimum lease payments 1,631 91 Less amounts representing interest (126) (6) Present value of lease obligations $ 1,505 $ 85 Lessor |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation At December 31, 2023, we had two active equity incentive plans, the 2011 Inducement Stock Incentive Plan (the “2011 Plan”), and the 2018 Incentive Plan (the “2018 Plan” and together with the 2011 Plan, the “Plans”), under which stock options, restricted stock units, and other stock-based awards may be granted to employees and non-employees, including members of our board of directors. The terms of any equity instruments granted under the Plans are approved by our board of directors. Stock options typically vest over the requisite service period of one seven one Stock Options The estimated fair value of our stock options is determined using the Black-Scholes model. All stock options were granted with an exercise price equal to the fair value of the common stock on the grant date. There were no employee stock options granted during the years ended December 31, 2023 and 2022. A summary of our stock option award activity as of and for the year ended December 31, 2023 is as follows (in thousands, except per share data): Number of Weighted-Average Exercise Price per Share Weighted-Average Aggregate Intrinsic Value Options outstanding at December 31, 2022 2 $ 51.20 Options granted — — Options forfeited — — Options expired — $ 51.20 Options exercised — — Options outstanding at December 31, 2023 2 $ 51.20 0.01 $ — Options exercisable at December 31, 2023 2 $ 51.20 0.01 $ — At December 31, 2023, there is no unrecognized compensation cost related to unvested stock options. Upon exercise, we issue new shares of common stock. There were no stock option exercises during the years ended December 31, 2023 and 2022, respectively. Under the guidance for share-based payments, the fair value of our restricted stock units is based on the grant date fair value of our common stock. All restricted stock units were granted with no purchase price. Vesting of the restricted stock units is subject to service conditions, as well as the attainment of additional performance objectives for certain of the awards. The weighted-average grant date fair value of the restricted stock units was $0.93 per share during the year ended December 31, 2023. A summary of our restricted stock unit activity as of and for the year ended December 31, 2023 is as follows (in thousands, except per share data): Number of Weighted-Average Non-vested restricted stock units outstanding at December 31, 2022 381 $ 1.48 Granted 290 $ 0.93 Forfeited — $ — Vested (330) $ 1.28 Non-vested restricted stock units outstanding at December 31, 2023 341 $ 1.21 The following table summarizes information about restricted stock units that vested during the years ended December 31, 2023 and 2022 based on service conditions (in thousands): Year Ended December 31, 2023 2022 Fair value on vesting date of vested restricted stock units $ 295 $ 182 At December 31, 2023, total unrecognized compensation cost related to non-vested restricted stock units was $0.3 million, which is expected to be recognized over a weighted-average period of 1.9 years. Allocation of Share-Based Compensation Expense Total share-based compensation expense related to all of our share-based units for the years ended December 31, 2023 and 2022 was allocated as follows (in thousands): Year Ended December 31, 2023 2022 Cost of revenues $ — $ 1 Selling, general and administrative 340 437 Total share-based compensation expense $ 340 $ 438 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Significant components of the provision for income taxes from continuing operations for the years ended December 31, 2023 and 2022 are as follows (in thousands): Year Ended December 31, 2023 2022 Current provision: Federal $ — $ — State — — Total current provision — — Deferred provision: Federal (312) 37 State (302) 346 Total deferred (benefit) provision (614) 383 Total income tax (benefit) provision $ (614) $ 383 Intraperiod allocation rules require us to allocate our provision for income taxes between continuing operations and other categories of comprehensive income (loss) such as discontinued operations. As described in Note 3. Discontinued Operations , the results of our Healthcare reportable segment have been reported as discontinued operations for 2022. As a result of the intraperiod allocation rules, for the years ended December 31, 2023 and 2022, the Company recorded a tax expense of $693 thousand and a tax benefit of $209 thousand, respectively, for discontinued operations. Differences between the provision for income taxes and income taxes at the statutory federal income tax rate for continuing operations are for the years ended December 31, 2023 and 2022 as follows: Year Ended December 31, 2023 2022 Income tax expense at statutory federal rate 21.0 % 21.0 % State income tax expense, net of federal benefit 7.3 % 6.5 % Permanent differences and other 0.6 % 0.6 % Revaluation of deferred taxes due to change in effective state tax rates (10.2) % 11.3 % Expiration of net operating loss and tax credit carryovers — % (5.6) % Change in valuation allowance 6.2 % (40.7) % Provision for income taxes 24.9 % (6.9) % Our net deferred tax assets (liabilities) as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 10,746 $ 15,707 Research and development and other credits 53 72 Reserves 54 369 Operating lease liabilities 277 1,214 Interest carryover — 278 Other, net 348 1,258 Total deferred tax assets 11,478 18,898 Deferred tax liabilities: Fixed assets and other (258) (147) Right of use assets (272) (1,192) Intangibles (2,985) (1,889) Total deferred tax liabilities (3,515) (3,228) Valuation allowance for deferred tax assets (8,281) (15,846) Net deferred tax liabilities $ (318) $ (176) The Company recognizes federal and state deferred tax assets or liabilities based on the Company’s estimate of future tax effects attributable to temporary differences and carryovers. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. The Company considers projected future taxable income and planning strategies in making this assessment. As of December 31, 2023, as a result of a three-year cumulative loss in continuing operations and recent events, we concluded that a valuation allowance was necessary to offset substantially all of our deferred tax assets. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. The Company’s valuation allowance balance at December 31, 2023 is $8.3 million, offsetting the Company’s deferred tax assets. The valuation allowance decreased by $7.6 million and increased by $2.2 million for the years ended December 31, 2023 and 2022, respectively. The Company will continue to evaluate its deferred tax balances to determine any assets that are more likely than not to be realized. As of December 31, 2023, we had federal and state income tax net operating loss carryforwards of $43.2 million and $20.9 million, respectively. Federal and certain state net operating losses of $5.3 million and $1.3 million, respectively, generated after 2017 carry forward without expiration. The remaining federal and state loss carryforwards will expire in 2024 through 2042 unless previously utilized. Federal and state loss carryforwards of approximately $15.6 million and $1.5 million expired in 2022. Pursuant to Internal Revenue Code (“Code”) Sections 382 and 383, use of our net operating loss and credit carryforwards may be limited because of a cumulative change in ownership greater than 50%. The Company experienced an ownership change under Code Section 382 in January 2022 which will restrict the Company’s ability to fully utilize its net operating losses. In addition, the net operating losses acquired in the ATRM Acquisition (as defined below) are also limited under Code Section 382. The Company analyzed these limitations when scheduling the reversal of deferred tax assets and liabilities in arriving at the necessary valuation allowance as of December 31, 2023. Future ownership changes may occur which could further limit our ability to utilize tax attributes. The following table summarizes the activity related to our unrecognized tax benefits for the years ended December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Balance at beginning of year $ 2,414 $ 2,561 Expiration of the statute of limitations for the assessment of taxes — (147) Write-off of tax attributes in states in which the Company no longer files (2,120) — Balance at end of year $ 294 $ 2,414 Included in the unrecognized tax benefits of $0.3 million at December 31, 2023 was $0.3 million of tax benefits that, if recognized, would reduce our annual effective tax rate, subject to the valuation allowance. The Company does not expect our unrecognized tax benefits to change significantly over the next 12 months. |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Retirement Plan | Employee Retirement PlanEmployees have a 401(k) retirement plan under which employees may contribute up to 100% of their annual salary, within IRS limits. Our contributions to the retirement plans totaled $0.1 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Related Party Transaction Star Equity Holdings, Inc. |
Segments
Segments | 12 Months Ended |
Dec. 31, 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, who is our CODM, to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. Under the prior period Holdco strategy, we organized our reportable segments into three reportable segments: Healthcare, Construction and Investments. Effective with the sale of our Healthcare business on May 4, 2023, we reorganized our segments into two reportable segments to reflect the manner in which our CODM assesses performance and allocates resources: 1. Construction 2. Investments Construction. Through KBS, Glenbrook and EdgeBuilder, we service residential and commercial construction projects by manufacturing modular housing units, structural wall panels, permanent wood foundation systems, other engineered wood products, and supply general contractors with building materials. KBS is a Maine-based manufacturer that started business in 2001 as a manufacturer of modular homes. KBS offers products for both commercial and residential buildings with a focus on customization to suit the project requirements and provide engineering and design expertise. Glenbrook is a retail supplier of lumber, windows, doors, cabinets, drywall, roofing, decking and other building materials and conducts its operations in Oakdale, Minnesota. EdgeBuilder is a manufacturer of structural wall panels, permanent wood foundation systems and other engineered wood products and conducts its operations in Prescott, Wisconsin. Investments. Our Investments division is an internally-funded unit. This unit holds our corporate-owned real estate, which currently includes our two manufacturing facilities in Maine that we lease back to KBS and our manufacturing facility in Minnesota that we lease back to Glenbrook. In addition, it holds several minority equity investments in other small public companies. It also holds and manages a $7 million promissory note and a $6 million private equity stake in TTG Parent, the parent entity of TTG. We acquired these positions as a result of the sale of Digirad Health (discussed in Note 3. Discontinued Operations ). Our reporting segments have been determined based on the nature of the products and services offered to customers or the nature of their function in the organization. We evaluate performance based on the gross profit and operating income (loss). Our operating costs included in our shared service functions primarily consist of senior executive officers, finance, human resources, legal, and information technology. Star Equity shared service corporate costs have been separated from the reportable segments. Prior period presentation previously disclosed conforms to current year presentation. Segment information for the years ended December 31, 2023 and 2022 is as follows (in thousands): Year ended December 31, 2023 2022 Revenue by segment: Construction $ 45,785 $ 57,149 Investments 564 633 Intersegment elimination (564) (633) Consolidated revenue $ 45,785 $ 57,149 Gross profit (loss) by segment: Construction 12,154 12,660 Investments 336 343 Intersegment elimination (564) (633) Consolidated gross profit $ 11,926 $ 12,370 Income (loss) from operations by segment: Construction 2,095 3,560 Investments (453) 192 Corporate, eliminations and other (5,988) (7,296) Segment income (loss) from operations (4,346) (3,544) Consolidated income (loss) from operations $ (4,346) $ (3,544) Depreciation and amortization by segment: Construction 2,070 1,974 Investments 228 290 Star equity corporate 29 9 Total depreciation and amortization $ 2,327 $ 2,273 Geographic Information |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Mergers and Acquisitions | Mergers and Acquisitions On October 31, 2023, we acquired, through certain wholly owned subsidiaries, the assets and liabilities of BLL for consideration consisting of cash of $2.8 million and an earn-out provision of up to $0.5 million. As a result of this transaction, EBGL expanded its market share of the Greater Minneapolis area. BLL’s operations were integrated into and became part of Glenbrook’s operations. The earn-out provision, which is accounted for as a contingent liability, is based on a specific gross profit threshold with a measurement period of two years to begin one year after the closing date of the acquisition and can potentially amount to up to $250,000 for each of the two years, subject to certain limitations. The estimated fair value of the earn-out, which is determined using estimates of forecasted operations and other assumptions, was $0.2 million as of the acquisition date. No change to the fair value of the earn-out was recorded through December 31, 2023. In accordance with ASC 805, we accounted for this transaction as a business combination and recorded the assets and liabilities of BLL at fair value. The fair value of the net assets acquired amounted to approximately $4.1 million at the date of acquisition, and as a result, we recorded a gain of $1.2 million on our Consolidated Statement of Operations related to the excess of the fair value of the net assets acquired over the acquisition price. This excess is referred to as a “bargain purchase.” This bargain purchase indicates that the fair value of the net assets acquired (which represents the price that the assets would be exchanged between a willing buyer and seller) was in excess of the amount for which we acquired such net assets. As a result of the bargain purchase, we reassessed the recognition and measurement of net identifiable assets acquired and determined the valuation procedures applied and resulting measurements of the net identifiable assets were appropriate. We believe the seller was motivated to complete the sale as part of its overall business strategy of exiting the market segment. The revenue and earnings of BLL from November 1, 2023 through December 31, 2023 totaled $1.4 million and $0.4 million, respectively. The following table sets forth the purchase price allocation of BLL to the estimated fair value of assets acquired as of the acquisition date (in thousands): As of Acquisition date Purchase Price Cash Paid to Sellers $ 2,770 Fair Value of Earn-out Provision 169 Total consideration 2,939 Purchase Price allocation Inventories, net 438 Accounts receivable 578 Property and equipment 2,654 Intangible assets, 900 Deferred tax liability (461) Fair value allocated to net assets acquired 4,109 Bargain purchase gain $ (1,170) The following unaudited pro forma combined financial information presents our results as if the BLL acquisition had occurred at the beginning of fiscal 2022 (in thousands): December 31, 2023 2022 (unaudited) Revenue $ 54,485 $ 69,149 Gross Profit $ 13,709 $ 14,906 Net income (loss) $ 25,732 $ (3,926) |
Perpetual Preferred Stock
Perpetual Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Perpetual Preferred Stock | Perpetual Preferred Stock Holders of shares of Company Preferred Stock are entitled to receive, when, as and if, authorized by the Company’s board of directors (or a duly authorized committee of the Company’s board of directors) and declared by the Company out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of 10.0% per annum of the liquidation preference of $10.00 per share. Dividends are payable quarterly, in arrears, on the last calendar day of March, June, September and December to holders of record at the close of business on the first day of each payment month. Series A Preferred Stock is not convertible and does not have any voting rights, except when dividends are in arrears for six or more consecutive quarters, then the holders of those shares together with holders of all other series of preferred stock equal in rank will be entitled to vote separately as a class for the election of two additional directors to board of directors, until all dividends accumulated on such shares of Series A Preferred Stock for the past dividend periods and the dividend for the current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. Under change of control or other conditions, Series A Preferred Stock may be subject to redemption. The Company may redeem the Series A Preferred Stock upon the occurrence of a change of control, subject to certain conditions. The Company may also voluntarily redeem some or all of the Series A Preferred Stock on or after September 10, 2024. On February 17, 2023, May 19, 2023, August 17, 2023 and November 17, 2023 our board of directors declared cash dividends to holders of our Series A Preferred Stock of $0.25 per share, for an aggregate amount of approximately $1.9 million. The record dates for these dividends were March 1, 2023, June 1, 2023, September 1, 2023 and December 1, 2023, respectively, and the payment dates were March 10, 2023, June 10, 2023, September 11, 2023 and December 11, 2023, respectively. As of December 31, 2023, we have no preferred dividends in arrears. On February 16, 2024, our board of directors declared a cash dividend to holders of our Series A Preferred Stock of $0.25 per share for an aggregate amount of approximately $0.5 million. The record date for this dividend was March 1, 2024, and the payment date was March 11, 2024. A roll forward of the balance of Company Preferred Stock for the year ended December 31, 2023 is as follows (in thousands): Balance at December 31, 2022 $ 18,988 Dividend on Series A Preferred Stock 1,916 Cash Dividend paid on Preferred Stock (1,916) Balance at December 31, 2023 $ 18,988 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, par value $0.0001 per share, to stockholders of record as of the close of business on June 14, 2021. Each right entitles the registered holder to purchase from the one one-thousandth of a share of Series C Participating Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), at an exercise price of $12.00 per one one-thousandth of a share of Series C Preferred Stock, subject to adjustment. The rights will become exercisable following (i) 10 days after a public announcement that a person or group has become an Acquiring Person (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 December 31, 2023. There is no impact to financial results as a result of the adoption of the 382 Agreement for the year ended December 31, 2023. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions On January 24, 2022, we closed a 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, and no exercises have occurred as of December 31, 2023. As of December 31, 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 December 31, 2023, of the Warrants issued through the 2022 Public Offering, 0.3 million prefunded warrants were exercised and 10.9 million warrants remained outstanding at an exercise price of $1.50. The Underwriter’s Warrants have not been exercised. |
Preferred Stock Rights
Preferred Stock Rights | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Preferred Stock Rights | Perpetual Preferred Stock Holders of shares of Company Preferred Stock are entitled to receive, when, as and if, authorized by the Company’s board of directors (or a duly authorized committee of the Company’s board of directors) and declared by the Company out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of 10.0% per annum of the liquidation preference of $10.00 per share. Dividends are payable quarterly, in arrears, on the last calendar day of March, June, September and December to holders of record at the close of business on the first day of each payment month. Series A Preferred Stock is not convertible and does not have any voting rights, except when dividends are in arrears for six or more consecutive quarters, then the holders of those shares together with holders of all other series of preferred stock equal in rank will be entitled to vote separately as a class for the election of two additional directors to board of directors, until all dividends accumulated on such shares of Series A Preferred Stock for the past dividend periods and the dividend for the current dividend period shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. Under change of control or other conditions, Series A Preferred Stock may be subject to redemption. The Company may redeem the Series A Preferred Stock upon the occurrence of a change of control, subject to certain conditions. The Company may also voluntarily redeem some or all of the Series A Preferred Stock on or after September 10, 2024. On February 17, 2023, May 19, 2023, August 17, 2023 and November 17, 2023 our board of directors declared cash dividends to holders of our Series A Preferred Stock of $0.25 per share, for an aggregate amount of approximately $1.9 million. The record dates for these dividends were March 1, 2023, June 1, 2023, September 1, 2023 and December 1, 2023, respectively, and the payment dates were March 10, 2023, June 10, 2023, September 11, 2023 and December 11, 2023, respectively. As of December 31, 2023, we have no preferred dividends in arrears. On February 16, 2024, our board of directors declared a cash dividend to holders of our Series A Preferred Stock of $0.25 per share for an aggregate amount of approximately $0.5 million. The record date for this dividend was March 1, 2024, and the payment date was March 11, 2024. A roll forward of the balance of Company Preferred Stock for the year ended December 31, 2023 is as follows (in thousands): Balance at December 31, 2022 $ 18,988 Dividend on Series A Preferred Stock 1,916 Cash Dividend paid on Preferred Stock (1,916) Balance at December 31, 2023 $ 18,988 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, par value $0.0001 per share, to stockholders of record as of the close of business on June 14, 2021. Each right entitles the registered holder to purchase from the one one-thousandth of a share of Series C Participating Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), at an exercise price of $12.00 per one one-thousandth of a share of Series C Preferred Stock, subject to adjustment. The rights will become exercisable following (i) 10 days after a public announcement that a person or group has become an Acquiring Person (as defined in the 382 Agreement); and (ii) 10 business days (or a later date determined by the board of directors) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. In addition, upon the occurrence of certain events, the exercise price of the rights would be adjusted and holders of the rights (other than rights owned by an acquiring person or group) would be entitled to purchase common stock at approximately half of market value. Given the potential adjustment of the exercise price of the rights, the rights could cause substantial dilution to a person or group that acquires 4.99% or more of common stock on terms not approved by the board of directors. No rights were exercisable at December 31, 2023. There is no impact to financial results as a result of the adoption of the 382 Agreement for the year ended December 31, 2023. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events [TO BE UPDATED AS APPROPRIATE FOR EVENTS THAT REQUIRE DISCLOSURE] |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ 25,132 | $ (5,252) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements are prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America and include our wholly owned subsidiaries financial statements. All intercompany accounts and transactions have been eliminated. The divestiture of our former Healthcare division is separately presented as discontinued operations in the Consolidated Statement of Operations for the years ended December 31, 2023 and December 31, 2022. Refer to Note 3. Discontinued Operations for additional information. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Practices (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated financial statements. Significant estimates and judgments include those related to revenue recognition, goodwill valuation, business combination accounting, and income taxes. Actual results could materially differ from those estimates. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 and, specific to our discontinued Healthcare Operations, Topic 842, as further explained below. Pursuant to ASC 606, Revenue from Contracts with Customers , we recognize revenue when a customer obtains control of promised goods or services. We record the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company has elected to use the practical expedient under ASC 606 to exclude disclosures of unsatisfied remaining performance obligations for (i) contracts having an original expected length of one year or less or (ii) contracts for which the practical expedient has been applied to recognize revenue at the amount for which it has a right to invoice. We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The majority of our contracts have a single performance obligation, including certain instances which we provide a series of distinct goods or services that are substantially the same and are transferred with the same pattern to the customer. For contracts with multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue recognition is evaluated on a contract by contract basis. Performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time when the company creates an asset with no alternative use and we have an enforceable right to payment, including a reasonable profit margin. Determining if an enforceable right to payment includes a reasonable profit margin requires judgment and is assessed on a contract by contract basis. For contracts requiring over time revenue recognition, the selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We use a cost-based input measurement of progress because it best depicts the transfer of assets to the customer, which occurs as costs are incurred during the manufacturing process or as services are rendered. Under the cost-based measure of progress, the extent of progress towards completion is measured based on the costs incurred to date. Our products are generally not sold with a right of return and the Company does not provide significant credits or incentives, which may be variable consideration when estimating the amount of revenue to be recognized. Construction Revenue Recognition. Within the Construction division, we service residential and commercial construction projects by manufacturing modular housing units and other products and supplying general contractors with building materials. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion. Billings in excess of costs and estimated profit. We recognize billings in excess of costs and estimated profit on uncompleted contracts within current liabilities. Such amounts relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated profit on uncompleted contracts are not considered to be a significant financing component because they are generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. There is no liability associated with billings in excess of costs at December 31, 2023 or December 31, 2022. Healthcare Revenue Recognition. We generated Healthcare service revenue and product and product-related sales revenue primarily from providing diagnostic services to our customers and from the sale of gamma cameras, accessories, and radiopharmaceuticals doses. Service revenues within our former Healthcare reportable segment, which is now recorded as part of discontinued operations, and, in 2023 covers the period through the date of sale of our Healthcare division as discussed in Note 2. Discontinued Operations , was derived from providing our customers with contract diagnostic services, which included use of our imaging systems, qualified personnel, radiopharmaceuticals, licensing, logistics and related items required to perform testing in their own offices. We billed customers either on a per-scan or fixed-payment methodology, depending upon the contract negotiated with the customer. We also rented cameras to customers for use in their healthcare operations. Rental revenues were structured as either a weekly or monthly payment arrangement, and were recognized in the month that rental assets were provided. Revenue related to provision of our services was recognized at the time services were performed. Revenue from product and product-related sales, which is recorded as part of discontinued operations, was derived primarily from the sale of gamma cameras, accessories, and radiopharmaceuticals doses. Contract Costs . We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs mainly include the internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the revenue is recognized. As of December 31, 2023 and 2022, there were no contract costs recognized. Deferred Revenue. |
Lessee Accounting | Leases Lessee Accounting We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and operating lease liabilities, net of current portion in our Consolidated Balance Sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit discount rate when readily determinable; however, as most of our leases do not provide an implicit discount rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease valuation may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We elected to not separate lease and non-lease components of our operating leases. Additionally, the Company elected not to recognize ROU assets and leases liabilities that arise from short-term leases of twelve months or less. |
Lessor Accounting | Lessor Accounting We determine lease classification at the commencement date. Leases not classified as sales-type or direct financing leases are classified as operating leases. The primary accounting criteria used for lease classification are (a) review to determine if the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, (b) review to determine if the lease grants the lessee a purchase option that the lessee is reasonably certain to exercise, (c) determine, using a seventy-five percent or more threshold, if the lease term is for a major part of the remaining economic life of the underlying asset (however, we do not use this classification criterion when the lease commencement date falls within the last 25 percent of the total economic life of the underlying asset) and (d) determine, using a ninety percent or more threshold, if the present value of the sum of the lease payments and any residual value guarantees equal or exceeds substantially all of the fair value of the underlying asset. We do not lease equipment of such a specialized nature that it is expected to have no alternative use to us at the end of the lease term. We elected the operating lease practical expedient for leases to not separate non-lease components of regular maintenance services from associated lease components. Property taxes paid by the lessor that are reimbursed by the lessee are considered to be lessor costs of owning the asset and are recorded gross with income included in other non-interest income and expense recorded in operating expenses. We selected a lessor accounting policy election to exclude from revenue and expenses sales taxes and other similar taxes assessed by a governmental authority on lease revenue-producing transactions and collected by the lessor from a lessee. Operating lease equipment is carried at cost less accumulated depreciation. Operating lease equipment is depreciated to its estimated residual value using the straight-line method over the lease term or estimated useful life of the asset. Rental revenue on operating leases is recognized on a straight-line basis over the lease term unless collectability is not probable. In these cases rental revenue is recognized as payments are received. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. We limit our exposure to credit loss by generally placing cash in high credit quality financial institutions. Cash balances are maintained primarily at major financial institutions in the United States and a portion of which exceed the regulatory limit of $250,000 insured by the Federal Deposit Insurance Corporation (“FDIC”). We have not experienced any credit losses associated with our cash balances. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. As of December 31, 2023, we have $1.0 million of cash in excess of FDIC insured limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance for fair value measurements defines fair value for accounting purposes, establishes a framework for measuring fair value, and provides disclosure requirements regarding fair value measurements. The guidance defines fair value as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial instruments primarily consist of cash equivalents, equity securities, accounts receivable, other current assets, restricted cash, and accounts payable. The carrying amount of short-term and long-term debt and notes payable approximates fair value because of the relative short maturity of these instruments and interest rates we could currently obtain. |
Variable Interest Entities | Variable Interest Entities We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”). We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the significant losses or benefits. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all investments with a maturity of three months or less when acquired to be cash equivalents. |
Equity Securities | Equity Securities |
Cost Method Investment | Cost Method Investment As a part of the sale of Digirad Health, described further in Note 3. Discontinued Operations , we received common equity of TTG Parent. We have 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. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified. |
Allowance for Doubtful Accounts and Billing Adjustments | Allowance for Doubtful Accounts Accounts receivable consist principally of trade receivables from customers. These are recorded at the invoiced amount and are generally unsecured and due within 30 days. Trade receivables do not bear interest. We adopted ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”), as amended, which replaces the incurred loss methodology with an expected loss methodology . This methodology includes information about past events, current economic conditions and reasonable and supportable forecasts that impact the collectibility of the reported amounts of the receivables over their lifetime. Within the CECL guidelines, we utilize a “probability of default” methodology to determine expected credit losses under the CECL model. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. Our “probability of default” methodology principally entails evaluating the collectability of our trade receivables and providing reserves for doubtful accounts based on our historical experience rate, known collectability issues and disputes, and our bad debt write-off history. The impact of adopting CECL did not have a material impact on our financial statements. Our estimates of collectability could be impacted by material amounts due to changed circumstances, such as a higher number of defaults or material adverse changes in a payor’s ability to meet its obligations. Expected credit losses related to trade accounts receivable are recorded as an allowance for doubtful accounts within accounts receivable, net in the Consolidated Balance Sheets, and the related provision for doubtful accounts is charged to general and administrative expenses. We do not have any off-balance sheet credit exposure related to our customers. |
Inventory | Inventory Inventories are valued using first-in, first-out or the weighted-average inventory method; stated at the lower of cost or net realizable value. Finished goods and work-in-process inventory values include the cost of raw materials, labor and manufacturing overhead. Inventory, when written down to net realizable value, establishes a new cost basis and its value is not subsequently increased based upon changes in underlying facts and circumstances. We also make adjustments to reduce the carrying amount of inventories for estimated excess or obsolete inventories. Factors influencing these adjustments include inventories on-hand compared with historical and estimated future sales and usage for existing and new products and assumptions about the likelihood of obsolescence. |
Long-Lived Assets | Long-Lived Assets including Finite Lived Purchased Intangible Assets Long-lived assets consist of property and equipment and finite lived intangible assets. We generally record property and equipment at cost. We record property and equipment and intangible assets acquired in business combinations based on their fair values at the date of acquisition. We calculate depreciation on property and equipment using the straight-line method over the estimated useful life of the assets, which range from 5 to 20 years for buildings and improvements, 3 to 13 years for machinery and equipment, 1 to 10 years for computer hardware and software, and the lesser of the estimated useful life or remaining lease term for leasehold improvements. Charges related to amortization of assets recorded under finance leases are included within depreciation expense. We calculate amortization on intangible assets using either the accelerated or the straight-line method over the estimated useful life of the assets, based on when we expect to receive cash inflows generated by the intangible assets. Estimated useful lives for intangibles range from 1 to 15 years. |
Finite Lived Purchased Intangible Assets | Long-Lived Assets including Finite Lived Purchased Intangible Assets Long-lived assets consist of property and equipment and finite lived intangible assets. We generally record property and equipment at cost. We record property and equipment and intangible assets acquired in business combinations based on their fair values at the date of acquisition. We calculate depreciation on property and equipment using the straight-line method over the estimated useful life of the assets, which range from 5 to 20 years for buildings and improvements, 3 to 13 years for machinery and equipment, 1 to 10 years for computer hardware and software, and the lesser of the estimated useful life or remaining lease term for leasehold improvements. Charges related to amortization of assets recorded under finance leases are included within depreciation expense. We calculate amortization on intangible assets using either the accelerated or the straight-line method over the estimated useful life of the assets, based on when we expect to receive cash inflows generated by the intangible assets. Estimated useful lives for intangibles range from 1 to 15 years. |
Valuation of Long Lived Assets including Finite Lived Purchased Intangible Assets | Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. |
Goodwill Valuation | Goodwill Valuation |
Business Combinations | Business Combinations In accordance with ASC 805, Business Combinations , the Company allocates the purchase consideration to the identifiable assets acquired and liabilities assumed in business combinations based on their fair values as of the respective acquisition date. The excess of the purchase consideration over the amounts assigned to the identifiable assets and liabilities is recognized as goodwill, or if the fair value of the net assets acquired exceeds the purchase consideration, a bargain purchase gain is recorded within the Consolidated Statement of Operations. Factors giving rise to goodwill generally include operational synergies that are anticipated as a result of the business combination and growth expected to result in economic benefits from access to new customers and markets. The fair values of identifiable intangible assets acquired in business combinations are generally determined using an income approach, requiring financial forecasts and estimates as well as market participant assumptions. In connection with the acquisition of BLL during the fiscal year ended December 31, 2023, the Company recorded an initial bargain purchase gain of $1.2 million that was recorded as a component of other income on the Consolidated Statement of Operations. The bargain purchase gain amount represents the excess of the estimated fair value of the net assets and intangibles acquired over the estimated fair value of the consideration transferred. In accordance with ASC 805, we have estimated the fair value of the net assets acquired as of the acquisition date. The incremental financial results of the BLL acquisition are included in the Company’s consolidated financial results from the respective acquisition date. See Note 16. Mergers and Acquisitions for further information. |
Restricted Cash | Restricted Cash |
Debt Issuance Costs | Debt Issuance Costs We incur debt issuance costs in connection with debt financings. Debt issuance costs for line of credit are presented in other assets and are amortized over the term of the revolving debt agreements using the straight-line method. Debt issuance costs for term debt are netted against the debt and are amortized over the term of the loan using the effective interest method. Amortization of debt issuance costs are included in interest expense. As of December 31, 2022, we had $0.1 million of unamortized debt issuance costs. As of December 31, 2023 we have no unamortized debt issuance costs. |
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs |
Share-Based Compensation | Share-Based Compensation We account for share-based awards exchanged for employee and board services in accordance with the authoritative guidance for share-based compensation. Under this guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of forfeitures, over the requisite service period. |
Warranties | Warranties Within our Construction division, KBS provides a limited assurance warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EBGL provides a limited warranty on the sale of its wood foundation products that covers leaks resulting from defects in workmanship for a period of twenty-five years. Estimated warranty costs are accrued in the period that the related revenue is recognized. See Note 5. Supplementary Balance Sheet Information , for further information. |
Advertising Costs | Advertising Costs |
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). 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. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize net deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We record uncertain tax positions on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits within income tax expense, and any accrued interest and penalties would be included within the related tax liability. No such costs were recorded for the years ended December 31, 2023 and December 31, 2022. |
Reclassifications | Reclassifications Certain items in the prior year financial statements were reclassified to conform with the current year presentation. These reclassifications primarily relate to reporting our Healthcare division as a discontinued operation and inventory. |
New Accounting Standards Recently Adopted and To Be Adopted | New Accounting Standards Recently Adopted and To Be Adopted No recently issued and adopted accounting standards had a significant impact on our consolidated financial statements. In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires disclosure of detailed information related to significant expenses of the entity’s reportable segments which is regularly provided to the chief operating decision maker. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. ASU 2023-07 requires retrospective application in the period of initial application. We will apply ASU 2023-07 for annual periods beginning on January 1, 2024, and for interim periods beginning on January 1, 2025. ASU 2023-07 affects financial statement disclosure only, and its adoption will not affect our results of operations or financial position. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires, among other things, greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. We will apply ASU 2023-09 on January 1, 2025. ASU 2023-09 affects financial statement disclosure only and its adoption will not affect our results of operations or financial position. |
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. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Weighted Average Outstanding Common Stock Equivalents | The following weighted-average outstanding common stock equivalents were not included in the calculation of diluted net income (loss) per share because their effect was antidilutive (in thousands): Year Ended December 31, 2023 2022 Stock options 2 4 Stock warrants 11,865 11,100 Restricted stock units 65 119 Total 11,932 11,223 |
Accounts Receivable, Allowance for Credit Loss | The following table summarizes the allowance for doubtful accounts from continuing operations as of and for the years ended December 31, 2023 and 2022 (in thousands): Allowance for Doubtful Accounts (1) Balance at December 31, 2021 $ (477) Provision adjustment (432) Write-offs and recoveries, net 639 Balance at December 31, 2022 (270) Provision adjustment (145) Write-offs and recoveries, net 224 Balance at December 31, 2023 $ (191) (1) The provision was charged against general and administrative expenses. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Information | The following table presents financial results of our Healthcare division for the twelve months ended December 31, 2023 and 2022 (in thousands). Note that we owned this division through May 4, 2023 and that the results for the twelve months ended December 31, 2023 reflect that period only: Twelve Months Ended December 31, 2023 2022 Total revenues $ 17,962 $ 55,002 Total cost of revenues 12,408 41,493 Gross profit 5,554 13,509 Operating expenses: Selling, general and administrative 3,314 13,068 Amortization of intangible assets — 1 (Gain) loss on disposal of discontinued operations (26,680) — Total operating expenses (23,366) 13,069 Income (loss) from discontinued operations 28,920 440 Other (expense) income, net (1,015) 338 Interest expense, net (173) (411) Income (loss) from discontinued operations before income taxes 27,732 367 Income tax benefit (provision) (693) 208 Income (loss) from discontinued operations $ 27,039 $ 575 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 liabilities 1,867 Accrued compensation 253 Accrued liabilities 2,675 Deferred revenue 1,703 Short-term debt and current portion of long-term debt 8,299 Operating lease liabilities 1,056 Finance lease liabilities, current portion 314 Operating lease liabilities, net of current portion 1,631 Finance lease liabilities, net of current portion 291 Short-term debt and current portion of long-term debt $ 20,072 The following table presents the significant operating, investing and financing activities from discontinued operations for the twelve months ended December 31, 2023 and 2022 (in thousands): Twelve Months Ended December 31, 2023 2022 Operating activities Net income (loss) from discontinued operations 27,039 575 Depreciation 332 1,270 Amortization of intangible assets — 1 Non-cash lease expense 273 852 Write-off of borrowing costs 16 40 (Gain) loss on disposal of discontinued operations (26,680) — Share-based compensation 1 6 (Gain )Loss on disposal of assets 135 (415) Provision for bad debt 17 124 Deferred income taxes 295 (317) Accounts receivable 1,333 (1,632) Inventory (681) (809) Other assets 654 448 Accounts payable 994 882 Accrued compensation (580) (673) Deferred revenue (101) 187 Operating lease liabilities (283) (845) Other liabilities (1,730) (334) Net cash provided by (used in) operating activities 1,034 (640) Net cash provided by (used in) investing activities — (743) Net cash provided by (used in) financing activities 347 783 Net increase (decrease) in cash and cash equivalents and restricted cash $ 1,381 $ (600) Non-Cash Investing Activities Lease assets obtained in exchange for new finance lease liabilities $ — $ 90 Lease assets obtained in exchange for new operating lease liabilities $ — $ 1,492 Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the twelve months ended December 31, 2023 (in thousands), prior to any proposed working capital adjustments: 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) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table presents our continuing revenues disaggregated by major source for the years ended December 31, 2023 and 2022 (in thousands): December 31, 2023 Construction Total Major Goods/Service Lines Construction Revenue from Contracts with Customers $ 45,785 $ 45,785 Total Revenues $ 45,785 $ 45,785 Timing of Revenue Recognition Services and goods transferred at a point in time 45,785 45,785 Total Revenues $ 45,785 $ 45,785 December 31, 2022 Construction Total Major Goods/Service Lines Construction revenue from Contracts with Customers $ 57,149 $ 57,149 Total Revenues $ 57,149 $ 57,149 Timing of Revenue Recognition Services and goods transferred over time $ 11,625 $ 11,625 Services and goods transferred at a point in time 45,524 45,524 Total Revenues $ 57,149 $ 57,149 |
Schedule of Changes in Deferred Revenues | Changes in the deferred revenues for the year ended December 31, 2023 and 2022, is as follows (in thousands): Balance at December 31, 2021 $ 946 Revenue recognized that was included in balance at beginning of the year (822) Deferred revenue, net, related to contracts entered into during the year 1,549 Balance at December 31, 2022 1,673 Revenue recognized that was included in balance at beginning of the year (1,604) Deferred revenue, net, related to contracts entered into during the year 1,308 Balance at December 31, 2023 $ 1,377 |
Supplementary Balance Sheet I_2
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplementary Balance Sheet Disclosures [Abstract] | |
Schedule of Inventory, Current | The following tables show the Consolidated Balance Sheet details as of December 31, 2023 and 2022 (in thousands): Inventories December 31, December 31, Inventories: Raw materials $ 1,394 $ 1,629 Work-in-process 410 571 Finished goods 1,616 2,478 Total inventories 3,420 4,678 Less reserve for excess and obsolete inventories — — Total inventories, net $ 3,420 $ 4,678 Property and Equipment, net |
Schedule of Property, Plant and Equipment | December 31, December 31, Property and equipment, net: Land $ 1,353 $ 805 Buildings and leasehold improvements 5,123 4,185 Machinery and equipment 3,511 2,509 Gross property and equipment 9,987 7,499 Accumulated depreciation (2,159) (1,834) Total property and equipment, net $ 7,828 $ 5,665 |
Schedule of Finite-Lived Intangible Assets | December 31, 2023 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets with finite useful lives: Customer relationships $ 14,400 $ (5,831) $ 8,569 Trademarks 5,540 (1,591) 3,949 Total intangible assets, net $ 19,940 $ (7,422) $ 12,518 December 31, 2022 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets with finite useful lives: Customer relationships $ 13,500 $ (4,466) $ 9,034 Trademarks 5,540 (1,222) 4,318 Total intangible assets, net $ 19,040 $ (5,688) $ 13,352 |
Schedule of Notes, Receivable | Notes receivable consists of the following principal and interest balances as of December 31, 2023 and December 31, 2022 (in thousands): December 31, December 31, Principal and interest Principal and interest TTG Note $ 7,459 $ — MDOS Note 1,192 1,358 KBS Customer Note 176 — $ 8,827 $ 1,358 |
Schedule of Accrued Liabilities | December 31, December 31, Accrued liabilities: Professional fees $ 108 $ — Sales and property taxes payable — 326 Outside services and consulting 279 55 Earn-out Provision 169 — Taxes Payable related to Digirad Sale 398 81 Other accrued liabilities 552 — Total accrued liabilities $ 1,506 $ 462 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements | The following table sets forth by level within the fair value hierarchy our assets and liabilities that were recorded at fair value as of December 31, 2023 and 2022 (in thousands): At Fair Value as of December 31, 2023 Level 1 Level 2 Level 3 Total Assets (liabilities): Equity securities $ 4,838 $ — $ — $ 4,838 Lumber derivative contracts 19 — — 19 Total $ 4,857 $ — $ — $ 4,857 At 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 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The carrying amount of goodwill for the years ended December 31, 2023 and 2022, by reportable segment, changed as follows (in thousands): Construction Total Balance at December 31, 2022 $ 4,438 $ 4,438 Balance at December 31, 2023 $ 4,438 $ 4,438 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt | A summary of debt as of December 31, 2023 and 2022 is as follows (dollars in thousands): December 31, 2023 December 31, 2022 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - Premier $ 2,019 9.25% $ — —% Revolving Credit Facility - eCapital EBGL — —% 2,592 10.25% Total Short-term Revolving Credit Facilities $ 2,019 9.25% $ 2,592 10.25% eCapital - Star Loan Principal, net $ — —% $ 791 10.50% Short Term Loan $ — —% $ 791 10.50% Total Short-term debt $ 2,019 9.25% $ 3,383 10.31% |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Cost and Other Information | The components of lease expense for the years ended December 31, 2023 and 2022 are as follows (in thousands): December 31, December 31, Operating lease cost $ 465 $ 460 Finance lease cost: Amortization of finance lease assets $ 59 $ 94 Interest on finance lease liabilities 11 17 Total finance lease cost $ 70 $ 111 Supplemental cash flow information related to leases from continuing operations were as follows (in thousands): December 31, December 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 386 $ 367 Operating cash flows from finance leases $ 11 $ 17 Financing cash flows from finance leases $ 98 $ 100 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 666 Finance leases $ — $ 90 |
Schedule of Balance Sheet Information | Supplemental balance sheet information related to leases as of December 31, 2023 and 2022 were as follows (in thousands): December 31, December 31, Weighted-Average Remaining Lease Term (in years) Operating leases 4.3 4.7 Finance leases 2.2 2.4 Weighted-Average Discount Rate Operating leases 5.46 % 5.61 % Finance leases 5.86 % 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 December 31, 2023 were as follows (in thousands): Operating Finance 2024 $ 468 $ 50 2025 477 23 2026 387 17 2027 92 1 2028 94 — 2029 and thereafter 113 — Total future minimum lease payments 1,631 91 Less amounts representing interest (126) (6) Present value of lease obligations $ 1,505 $ 85 |
Schedule of Future Minimum Operating 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 December 31, 2023 were as follows (in thousands): Operating Finance 2024 $ 468 $ 50 2025 477 23 2026 387 17 2027 92 1 2028 94 — 2029 and thereafter 113 — Total future minimum lease payments 1,631 91 Less amounts representing interest (126) (6) Present value of lease obligations $ 1,505 $ 85 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of our stock option award activity as of and for the year ended December 31, 2023 is as follows (in thousands, except per share data): Number of Weighted-Average Exercise Price per Share Weighted-Average Aggregate Intrinsic Value Options outstanding at December 31, 2022 2 $ 51.20 Options granted — — Options forfeited — — Options expired — $ 51.20 Options exercised — — Options outstanding at December 31, 2023 2 $ 51.20 0.01 $ — Options exercisable at December 31, 2023 2 $ 51.20 0.01 $ — |
Schedule of Restricted Stock Activity | A summary of our restricted stock unit activity as of and for the year ended December 31, 2023 is as follows (in thousands, except per share data): Number of Weighted-Average Non-vested restricted stock units outstanding at December 31, 2022 381 $ 1.48 Granted 290 $ 0.93 Forfeited — $ — Vested (330) $ 1.28 Non-vested restricted stock units outstanding at December 31, 2023 341 $ 1.21 The following table summarizes information about restricted stock units that vested during the years ended December 31, 2023 and 2022 based on service conditions (in thousands): Year Ended December 31, 2023 2022 Fair value on vesting date of vested restricted stock units $ 295 $ 182 |
Schedule of Compensation Expense | Total share-based compensation expense related to all of our share-based units for the years ended December 31, 2023 and 2022 was allocated as follows (in thousands): Year Ended December 31, 2023 2022 Cost of revenues $ — $ 1 Selling, general and administrative 340 437 Total share-based compensation expense $ 340 $ 438 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Components | Significant components of the provision for income taxes from continuing operations for the years ended December 31, 2023 and 2022 are as follows (in thousands): Year Ended December 31, 2023 2022 Current provision: Federal $ — $ — State — — Total current provision — — Deferred provision: Federal (312) 37 State (302) 346 Total deferred (benefit) provision (614) 383 Total income tax (benefit) provision $ (614) $ 383 |
Schedule of Differences Between Provision for Income Taxes and Statutory Income Taxes | Differences between the provision for income taxes and income taxes at the statutory federal income tax rate for continuing operations are for the years ended December 31, 2023 and 2022 as follows: Year Ended December 31, 2023 2022 Income tax expense at statutory federal rate 21.0 % 21.0 % State income tax expense, net of federal benefit 7.3 % 6.5 % Permanent differences and other 0.6 % 0.6 % Revaluation of deferred taxes due to change in effective state tax rates (10.2) % 11.3 % Expiration of net operating loss and tax credit carryovers — % (5.6) % Change in valuation allowance 6.2 % (40.7) % Provision for income taxes 24.9 % (6.9) % |
Schedule of Deferred Tax Assets | Our net deferred tax assets (liabilities) as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 10,746 $ 15,707 Research and development and other credits 53 72 Reserves 54 369 Operating lease liabilities 277 1,214 Interest carryover — 278 Other, net 348 1,258 Total deferred tax assets 11,478 18,898 Deferred tax liabilities: Fixed assets and other (258) (147) Right of use assets (272) (1,192) Intangibles (2,985) (1,889) Total deferred tax liabilities (3,515) (3,228) Valuation allowance for deferred tax assets (8,281) (15,846) Net deferred tax liabilities $ (318) $ (176) |
Schedule of Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to our unrecognized tax benefits for the years ended December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Balance at beginning of year $ 2,414 $ 2,561 Expiration of the statute of limitations for the assessment of taxes — (147) Write-off of tax attributes in states in which the Company no longer files (2,120) — Balance at end of year $ 294 $ 2,414 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Segment information for the years ended December 31, 2023 and 2022 is as follows (in thousands): Year ended December 31, 2023 2022 Revenue by segment: Construction $ 45,785 $ 57,149 Investments 564 633 Intersegment elimination (564) (633) Consolidated revenue $ 45,785 $ 57,149 Gross profit (loss) by segment: Construction 12,154 12,660 Investments 336 343 Intersegment elimination (564) (633) Consolidated gross profit $ 11,926 $ 12,370 Income (loss) from operations by segment: Construction 2,095 3,560 Investments (453) 192 Corporate, eliminations and other (5,988) (7,296) Segment income (loss) from operations (4,346) (3,544) Consolidated income (loss) from operations $ (4,346) $ (3,544) Depreciation and amortization by segment: Construction 2,070 1,974 Investments 228 290 Star equity corporate 29 9 Total depreciation and amortization $ 2,327 $ 2,273 |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of the Net Assets Acquired | The following table sets forth the purchase price allocation of BLL to the estimated fair value of assets acquired as of the acquisition date (in thousands): As of Acquisition date Purchase Price Cash Paid to Sellers $ 2,770 Fair Value of Earn-out Provision 169 Total consideration 2,939 Purchase Price allocation Inventories, net 438 Accounts receivable 578 Property and equipment 2,654 Intangible assets, 900 Deferred tax liability (461) Fair value allocated to net assets acquired 4,109 Bargain purchase gain $ (1,170) |
Schedule of Pro Forma Information | The following unaudited pro forma combined financial information presents our results as if the BLL acquisition had occurred at the beginning of fiscal 2022 (in thousands): December 31, 2023 2022 (unaudited) Revenue $ 54,485 $ 69,149 Gross Profit $ 13,709 $ 14,906 Net income (loss) $ 25,732 $ (3,926) |
Perpetual Preferred Stock (Tabl
Perpetual Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | A roll forward of the balance of Company Preferred Stock for the year ended December 31, 2023 is as follows (in thousands): Balance at December 31, 2022 $ 18,988 Dividend on Series A Preferred Stock 1,916 Cash Dividend paid on Preferred Stock (1,916) Balance at December 31, 2023 $ 18,988 |
The Company (Details)
The Company (Details) | 12 Months Ended |
Dec. 31, 2023 segment business | |
Segment Reporting Information [Line Items] | |
Number of divisions | segment | 2 |
Construction | |
Segment Reporting Information [Line Items] | |
Number of business units | business | 2 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Mezzanine Equity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Accounting Policies [Line Items] | |
Preferred stock, dividend rate percentage | 10% |
Liquidation preference (in usd per share) | $ 10 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Contract costs | $ 0 | $ 0 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Concentrations of Credit Risk (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Accounting Policies [Abstract] | |
Cash, FDIC insured amount | $ 250 |
Cash in excess of FDIC limit | $ 1,000 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Equity Securities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Unrealized gain on equity securities | $ 0.2 | |
Unrealized loss on equity securities | $ 1.7 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Allowance For Doubtful Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Allowance for doubtful accounts and billing adjustments [Roll Forward] | ||
Beginning balance | $ (270) | $ (477) |
Provision adjustment | (145) | (432) |
Write-offs and recoveries, net | 224 | 639 |
Ending balance | $ (191) | $ (270) |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies - Long-Lived Assets including Finite Lived Purchased Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Impairment of long-lived assets held-for-use | $ 0 | $ 0 |
Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Useful lives of intangible assets | 1 year | |
Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Useful lives of intangible assets | 15 years | |
Leasehold improvements | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Estimated useful lives of the long-lived assets | 5 years | |
Leasehold improvements | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Estimated useful lives of the long-lived assets | 20 years | |
Machinery and equipment | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Estimated useful lives of the long-lived assets | 3 years | |
Machinery and equipment | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Estimated useful lives of the long-lived assets | 13 years | |
Computer hardware and software | Minimum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Estimated useful lives of the long-lived assets | 1 year | |
Computer hardware and software | Maximum | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Estimated useful lives of the long-lived assets | 10 years |
Basis of Presentation and Si_10
Basis of Presentation and Significant Accounting Policies - Business Combinations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Bargain purchase gain on acquisition | $ 1,170 | $ 0 | |
BLL | |||
Business Acquisition [Line Items] | |||
Bargain purchase gain on acquisition | $ 1,170 | $ 1,200 |
Basis of Presentation and Si_11
Basis of Presentation and Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 620 | $ 142 |
Basis of Presentation and Si_12
Basis of Presentation and Significant Accounting Policies - Debt Issuance Costs (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Unamortized debt issuance costs | $ 0 | $ 100,000 |
Basis of Presentation and Si_13
Basis of Presentation and Significant Accounting Policies - Shipping and Handling Fees and Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | ||
Costs of revenue | $ 33,859 | $ 44,779 |
Shipping and Handling | ||
Accounting Policies [Line Items] | ||
Costs of revenue | $ 1,100 | $ 1,000 |
Basis of Presentation and Si_14
Basis of Presentation and Significant Accounting Policies - Warranty (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Construction | |
Warranty [Line Items] | |
Standard product warranty period | 12 months |
EBGL | |
Warranty [Line Items] | |
Standard product warranty period | 25 years |
Basis of Presentation and Si_15
Basis of Presentation and Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Continuing Operations | ||
Accounting Policies [Line Items] | ||
Advertising costs | $ 85 | $ 38 |
Basis of Presentation and Si_16
Basis of Presentation and Significant Accounting Policies - Basic and Diluted Net income (loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 11,932,000 | 11,223,000 |
Warrants exercised (in shares) | 1,370,460 | |
Warrants outstanding (in shares) | 12,567,040 | |
Class of warrant or right, number of securities called by warrants or rights (in shares) | 11,864,770 | |
Stock options | ||
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 2,000 | 4,000 |
Stock warrants | ||
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 11,865,000 | 11,100,000 |
Restricted stock units | ||
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 65,000 | 119,000 |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Income (loss) from discontinued operations | $ 27,039 | $ 575 |
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 | 17,962 | 55,002 |
Total cost of revenues | 12,408 | 41,493 |
Gross profit | 5,554 | 13,509 |
Operating expenses: | ||
Selling, general and administrative | 3,314 | 13,068 |
Amortization of intangible assets | 0 | 1 |
(Gain) loss on disposal of discontinued operations | (26,680) | 0 |
Total operating expenses | (23,366) | 13,069 |
Income (loss) from discontinued operations | 28,920 | 440 |
Other (expense) income, net | (1,015) | 338 |
Interest expense, net | (173) | (411) |
Income (loss) from discontinued operations before income taxes | 27,732 | 367 |
Income tax benefit (provision) | (693) | 208 |
Income (loss) from discontinued operations | $ 27,039 | $ 575 |
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 |
Total assets | 25,289 |
Accounts payable | 1,983 |
Other liabilities | 1,867 |
Accrued compensation | 253 |
Accrued liabilities | 2,675 |
Deferred revenue | 1,703 |
Short-term debt and current portion of long-term debt | 8,299 |
Operating lease liabilities | 1,056 |
Finance lease liabilities, current portion | 314 |
Operating lease liabilities, net of current portion | 1,631 |
Finance lease liabilities, net of current portion | 291 |
Short-term debt and current portion of long-term debt | $ 20,072 |
Discontinued Operations - Suppl
Discontinued Operations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||
Net income (loss) from discontinued operations | $ 27,039 | $ 575 |
Depreciation | 925 | 1,815 |
Amortization of intangible assets | 1,734 | 1,720 |
Non-cash lease expense | 45 | 135 |
Gain on disposal of discontinued operations | (26,680) | 0 |
Share-based compensation | 340 | 438 |
Provision for bad debt | 162 | 557 |
Deferred income taxes | (613) | 103 |
Accounts receivable | 3,737 | (2,659) |
Inventory | 1,015 | (2,102) |
Other assets | 43 | (506) |
Accounts payable | 1,118 | (844) |
Accrued compensation | (646) | 651 |
Other liabilities | (1,346) | 189 |
Non-Cash Investing Activities | ||
Lease assets obtained in exchange for new finance lease liabilities | 0 | 90 |
Lease assets obtained in exchange for new operating lease liabilities | 0 | 666 |
Discontinued operations, disposed of by sale | Healthcare Business | ||
Operating activities | ||
Net income (loss) from discontinued operations | 27,039 | 575 |
Depreciation | 332 | 1,270 |
Amortization of intangible assets | 0 | 1 |
Non-cash lease expense | 273 | 852 |
Write-off of borrowing costs | 16 | 40 |
Gain on disposal of discontinued operations | (26,680) | 0 |
Share-based compensation | 1 | 6 |
(Gain )Loss on disposal of assets | 135 | (415) |
Provision for bad debt | 17 | 124 |
Deferred income taxes | 295 | (317) |
Accounts receivable | 1,333 | (1,632) |
Inventory | (681) | (809) |
Other assets | 654 | 448 |
Accounts payable | 994 | 882 |
Accrued compensation | (580) | (673) |
Deferred revenue | (101) | 187 |
Operating lease liabilities | (283) | (845) |
Other liabilities | (1,730) | (334) |
Net cash provided by (used in) operating activities | 1,034 | (640) |
Net cash provided by (used in) investing activities | 0 | (743) |
Net cash provided by (used in) financing activities | 347 | 783 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 1,381 | (600) |
Non-Cash Investing Activities | ||
Lease assets obtained in exchange for new finance lease liabilities | 0 | 90 |
Lease assets obtained in exchange for new operating lease liabilities | $ 0 | $ 1,492 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation (Details) - Discontinued operations, disposed of by sale - Healthcare Business - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
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 | $ 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenues | $ 45,785 | $ 57,149 |
Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 11,625 | |
Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 45,785 | 45,524 |
Construction Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 45,785 | 57,149 |
Total Revenues | 45,785 | 57,149 |
Construction | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 45,785 | 57,149 |
Construction | Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 11,625 | |
Construction | Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 45,785 | 45,524 |
Construction | Construction Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 45,785 | $ 57,149 |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Deferred Revenue And Billings in Excess of Cost and Estimated Profit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Revenue | ||
Beginning balance | $ 1,673 | $ 946 |
Revenue recognized that was included in balance at beginning of the year | (1,604) | (822) |
Deferred revenue, net, related to contracts entered into during the year | 1,308 | 1,549 |
Ending balance | $ 1,377 | $ 1,673 |
Supplementary Balance Sheet I_3
Supplementary Balance Sheet Information - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supplementary Balance Sheet Disclosures [Abstract] | ||
Raw materials | $ 1,394 | $ 1,629 |
Work-in-process | 410 | 571 |
Finished goods | 1,616 | 2,478 |
Total inventories | 3,420 | 4,678 |
Less reserve for excess and obsolete inventories | 0 | 0 |
Inventories, net | $ 3,420 | $ 4,678 |
Supplementary Balance Sheet I_4
Supplementary Balance Sheet Information - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | $ 9,987 | $ 7,499 |
Accumulated depreciation | (2,159) | (1,834) |
Total property and equipment, net | 7,828 | 5,665 |
Land | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | 1,353 | 805 |
Buildings and leasehold improvements | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | 5,123 | 4,185 |
Machinery and equipment | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | $ 3,511 | $ 2,509 |
Supplementary Balance Sheet I_5
Supplementary Balance Sheet Information - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | May 04, 2026 | May 04, 2023 | Dec. 31, 2021 | |
Supplementary Balance Sheet Information [Line Items] | ||||||
Gross property and equipment | $ 9,987 | $ 7,499 | ||||
Proceeds from sale of property and equipment | 1,233 | 432 | ||||
Depreciation expense | 600 | 1,800 | ||||
Amortization of intangible assets | 1,734 | 1,720 | ||||
Amortization expense for intangible assets, 2024 | 1,800 | |||||
Amortization expense for intangible assets, 2025 | 1,800 | |||||
Amortization expense for intangible assets, 2026 | 1,800 | |||||
Amortization expense for intangible assets, 2027 | 1,800 | |||||
Amortization expense for intangible assets, 2028 | 1,800 | |||||
Amortization expense for intangible assets, thereafter | 3,500 | |||||
Principal and interest | 8,827 | 1,358 | ||||
Interest income | $ 500 | 200 | ||||
Waterford, Maine | ||||||
Supplementary Balance Sheet Information [Line Items] | ||||||
Proceeds from sale of property and equipment | $ 1,200 | |||||
Gain on sale of facility | $ 400 | |||||
Construction Division | ||||||
Supplementary Balance Sheet Information [Line Items] | ||||||
Standard product warranty period | 12 months | |||||
EBGL | ||||||
Supplementary Balance Sheet Information [Line Items] | ||||||
Standard product warranty period | 25 years | |||||
TTG | ||||||
Supplementary Balance Sheet Information [Line Items] | ||||||
Principal and interest | $ 7,459 | 0 | ||||
TTG | Digirad Health Inc. | ||||||
Supplementary Balance Sheet Information [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% | |||||
Value of shares issued in transaction | $ 6,000 | |||||
TTG | Digirad Health Inc. | Forecast | Subsequent Event | ||||||
Supplementary Balance Sheet Information [Line Items] | ||||||
Interest rate for notes receivable (as a percent) | 5% | |||||
Basis spread on variable rate (as a percent) | 7% | |||||
MD Office Solutions | ||||||
Supplementary Balance Sheet Information [Line Items] | ||||||
Interest rate for notes receivable (as a percent) | 5% | |||||
Original principal amount of notes | $ 1,200 | 1,500 | $ 1,400 | |||
Principal and interest | 1,192 | 1,358 | ||||
Notes receivable, current | 200 | |||||
Notes receivable, noncurrent | 1,000 | |||||
Quarterly installment principal receivable | $ 74 | |||||
KBS | ||||||
Supplementary Balance Sheet Information [Line Items] | ||||||
Interest rate for notes receivable (as a percent) | 12% | |||||
Principal and interest | $ 176 | $ 0 | ||||
Land and Building | ||||||
Supplementary Balance Sheet Information [Line Items] | ||||||
Gross property and equipment | $ 900 |
Supplementary Balance Sheet I_6
Supplementary Balance Sheet Information - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | $ 19,940 | $ 19,040 |
Accumulated Amortization | (7,422) | (5,688) |
Intangible Assets, Net | 12,518 | 13,352 |
Customer relationships | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | 14,400 | 13,500 |
Accumulated Amortization | (5,831) | (4,466) |
Intangible Assets, Net | 8,569 | 9,034 |
Trademarks | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | 5,540 | 5,540 |
Accumulated Amortization | (1,591) | (1,222) |
Intangible Assets, Net | $ 3,949 | $ 4,318 |
Supplementary Balance Sheet I_7
Supplementary Balance Sheet Information - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supplementary Balance Sheet Information [Line Items] | ||
Principal and interest | $ 8,827 | $ 1,358 |
TTG | ||
Supplementary Balance Sheet Information [Line Items] | ||
Principal and interest | 7,459 | 0 |
MDOS | ||
Supplementary Balance Sheet Information [Line Items] | ||
Principal and interest | 1,192 | 1,358 |
KBS | ||
Supplementary Balance Sheet Information [Line Items] | ||
Principal and interest | $ 176 | $ 0 |
Supplementary Balance Sheet I_8
Supplementary Balance Sheet Information - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supplementary Balance Sheet Disclosures [Abstract] | ||
Professional fees | $ 108 | $ 0 |
Sales and property taxes payable | 0 | 326 |
Outside services and consulting | 279 | 55 |
Earn-out Provision | 169 | 0 |
Taxes Payable related to Digirad Sale | 398 | 81 |
Other accrued liabilities | 552 | 0 |
Total accrued liabilities | $ 1,506 | $ 462 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements (Details) - Fair Value, Nonrecurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | $ 4,838 | $ 3,490 |
Lumber derivative contracts | 19 | (104) |
Total | 4,857 | 3,386 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 4,838 | 3,490 |
Lumber derivative contracts | 19 | (104) |
Total | 4,857 | 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 | 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 | 0 |
Total | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) boardFeet in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) boardFeet derivative | Dec. 31, 2022 USD ($) boardFeet derivative | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized gain on equity securities | $ 200 | |
Unrealized loss on equity securities | $ 1,700 | |
Derivative, gain (loss) | $ (53) | $ (1,800) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Total cost of revenues | Total cost of revenues |
Common stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized gain on equity securities | $ 85 | |
Unrealized loss on equity securities | $ 893 | |
Net long (Buying) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, nonmonetary notional amount (in board feet) | boardFeet | 605 | 550 |
Derivative, number of instruments held | derivative | 22 | 5 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Goodwill | $ 4,438 | $ 4,438 |
KBS | ||
Goodwill [Line Items] | ||
Goodwill | 500 | |
EBGL | ||
Goodwill [Line Items] | ||
Goodwill | $ 4,000 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Goodwill | $ 4,438 | $ 4,438 |
Construction | ||
Goodwill [Line Items] | ||
Goodwill | $ 4,438 | $ 4,438 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total Short-term debt | $ 2,019 | $ 3,383 |
Weighted-Average Interest Rate | 9.25% | 10.31% |
Loan | ||
Debt Instrument [Line Items] | ||
Total Short-term debt | $ 0 | $ 791 |
Weighted-Average Interest Rate | 0% | 10.50% |
Loan | eCapital Star | ||
Debt Instrument [Line Items] | ||
Total Short-term debt | $ 0 | $ 791 |
Weighted-Average Interest Rate | 0% | 10.50% |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total Short-term debt | $ 2,019 | $ 2,592 |
Weighted-Average Interest Rate | 9.25% | 10.25% |
Revolving Credit Facility | Premier | ||
Debt Instrument [Line Items] | ||
Total Short-term debt | $ 2,019 | $ 0 |
Weighted-Average Interest Rate | 9.25% | 0% |
Revolving Credit Facility | eCapital EBGL | ||
Debt Instrument [Line Items] | ||
Total Short-term debt | $ 0 | $ 2,592 |
Weighted-Average Interest Rate | 0% | 10.25% |
Debt - Premier Facility (Detail
Debt - Premier Facility (Details) - Revolving Credit Facility - Premier - USD ($) | Aug. 16, 2023 | Dec. 31, 2023 | Dec. 05, 2023 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 4,000,000 | $ 6,000,000 | |
Borrowing availability | $ 3,000,000 | ||
Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt service coverage ratio (less than) | 1.25 | ||
Debt to equity ratio (in excess of) | 1.65 | ||
Fixed charge coverage ratio (less than) | 1.10 | ||
Working capital | $ 2,000,000 | ||
Line of Credit | Minimum | |||
Debt Instrument [Line Items] | |||
Stated rate | 6.75% | ||
Current ratio | 1.50 | ||
Line of Credit | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread (percent) | 0.75% |
Debt - eCapital Credit Faciliti
Debt - eCapital Credit Facilities and Term Loans (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
eCapital Star | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 2,500,000 |
eCapital Star | Prime Rate | |
Debt Instrument [Line Items] | |
Basis spread (percent) | 3.50% |
Revolving Credit Facility | eCapital EBGL | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 4,000,000 |
Revolving Credit Facility | KBS Loan | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 4,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |
Option to terminate period | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 10 years |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 465 | $ 460 |
Finance lease cost: | ||
Amortization of finance lease assets | 59 | 94 |
Interest on finance lease liabilities | 11 | 17 |
Total finance lease cost | $ 70 | $ 111 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 386 | $ 367 |
Operating cash flows from finance leases | 11 | 17 |
Financing cash flows from finance leases | 98 | 100 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Noncash right-of-use assets obtained in exchange for operating lease liabilities | 0 | 666 |
Noncash property, plant, and equipment obtained in exchange for finance lease liabilities | $ 0 | $ 90 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating leases, weighted-average remaining lease term (in years) | 4 years 3 months 18 days | 4 years 8 months 12 days |
Financing leases, weighted-average remaining lease term (in years) | 2 years 2 months 12 days | 2 years 4 months 24 days |
Operating leases, weighted-average discount rate | 5.46% | 5.61% |
Financing leases, weighted-average discount rate | 5.86% | 5.91% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments, Lessee (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 468 |
2025 | 477 |
2026 | 387 |
2027 | 92 |
2028 | 0 |
2028 | 94 |
2029 and thereafter | 113 |
Total future minimum lease payments | 1,631 |
Less amounts representing interest | (126) |
Present value of lease obligations | 1,505 |
Finance Leases | |
2024 | 50 |
2025 | 23 |
2026 | 17 |
2027 | 1 |
2028 | 0 |
2029 and thereafter | 0 |
Total future minimum lease payments | 91 |
Less amounts representing interest | (6) |
Present value of lease obligations | $ 85 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) plan $ / shares shares | Dec. 31, 2022 shares | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Number of active equity incentive plans | plan | 2 | |
Stock options contractual term under the Plans | 3 days | |
Aggregate number of shares of common stock authorized to issue under the Plans (in shares) | 1,450,000 | |
Shares available for future issuance under the Plans (in shares) | 500,256 | |
Number of shares reserved for issuance under the Plans (in shares) | 65,658 | |
Stock options granted (in shares) | 0 | 0 |
Unrecognized compensation cost related to unvested stock options | $ | $ 0 | |
Options exercised (in shares) | 0 | 0 |
Minimum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock options contractual term under the Plans | 7 years | |
Maximum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock options contractual term under the Plans | 10 years | |
Stock options | Minimum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock options requisite service period under the Plans | 1 year | |
Stock options | Maximum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock options requisite service period under the Plans | 4 years | |
Restricted stock units | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Purchase price of granted restricted stock (in usd per share) | $ / shares | $ 0 | |
Weighted average grant-date fair value of the restricted stock units (in usd per share) | $ / shares | $ 0.93 | |
Unrecognized compensation costs | $ | $ 300,000 | |
Weighted average period for recognition | 1 year 10 months 24 days | |
Restricted stock units | Minimum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
restricted stock vesting period under the Plans | 1 year | |
Restricted stock units | Maximum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
restricted stock vesting period under the Plans | 3 years |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Options outstanding, beginning balance (in shares) | 2,000 | |
Options granted (in shares) | 0 | 0 |
Options forfeited (in shares) | 0 | |
Options expired (in shares) | 0 | |
Options exercised (in shares) | 0 | 0 |
Options outstanding, ending balance (in shares) | 2,000 | 2,000 |
Options exercisable, ending balance (in shares) | 2,000 | |
Weighted- Average Exercise Price per Share | ||
Options outstanding, weighted-average exercise price per share, beginning balance (in usd per share) | $ 51.20 | |
Options granted , weighted average exercise price per share (in usd per share) | 0 | |
Option forfeited, weighted average exercise price per share (in usd per share) | 0 | |
Options expired, weighted average exercise price per share (in usd per share) | 51.20 | |
Options exercised, weighted average exercise price per share (in usd per share) | 0 | |
Options outstanding, weighted-average exercise price per share, ending balance (in usd per share) | 51.20 | $ 51.20 |
Options exercisable, weighted-average exercise price per share, ending balance (in usd per share) | $ 51.20 | |
Options outstanding , weighted average remaining contractual term (in years) | 3 days | |
Options exercisable, weighted average remaining contractual term (in years) | 3 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Options exercisable, aggregate intrinsic value | $ 0 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Non-vested restricted stock units outstanding, beginning balance (in shares) | 381 | |
Options granted (in shares) | 290 | |
Forfeited (in shares) | 0 | |
Vested (in shares) | (330) | |
Non-vested restricted stock units outstanding, ending balance (in shares) | 341 | 381 |
Weighted-Average Grant Date Fair Value Per Share | ||
Non-vested restricted stock units outstanding, weighted average grant date fair value, beginning balance (in usd per share) | $ 1.48 | |
Options granted , Weighted- Average Exercise Price per Share (in usd per share) | 0.93 | |
Option forfeited, Weighted- Average Exercise Price per Share(in usd per share) | 0 | |
Vested (in usd per share) | 1.28 | |
Non-vested restricted stock units outstanding, weighted average grant date fair value, ending balance (in usd per share) | $ 1.21 | $ 1.48 |
Fair value on vesting date of vested restricted stock units | $ 295 | $ 182 |
Share-Based Compensation - Allo
Share-Based Compensation - Allocation of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 340 | $ 438 |
Cost of revenues | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 0 | 1 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 340 | $ 437 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current provision: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current provision | 0 | 0 |
Deferred provision: | ||
Federal | (312) | 37 |
State | (302) | 346 |
Total deferred (benefit) provision | (614) | 383 |
Total income tax (benefit) provision | $ (614) | $ 383 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Intraperiod tax allocation expense (benefit) | $ (693) | $ 209 | |
Valuation allowance for deferred tax assets | 8,281 | 15,846 | |
Increase (decrease) in valuation allowance for deferred tax assets | (7,600) | 2,200 | |
Unrecognized tax benefits | 294 | $ 2,414 | $ 2,561 |
Tax benefits, if recognized, would reduce effective tax rate | 300 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 43,200 | ||
Operating loss carryforwards not subject to expiration | 5,300 | ||
Loss carryforward subject to expiration | 15,600 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 20,900 | ||
Operating loss carryforwards not subject to expiration | 1,300 | ||
Loss carryforward subject to expiration | $ 1,500 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at statutory federal rate | 21% | 21% |
State income tax expense, net of federal benefit | 7.30% | 6.50% |
Permanent differences and other | 0.60% | 0.60% |
Revaluation of deferred taxes due to change in effective state tax rates | (10.20%) | 11.30% |
Expiration of net operating loss and tax credit carryovers | 0% | (5.60%) |
Change in valuation allowance | 6.20% | (40.70%) |
Provision for income taxes | 24.90% | (6.90%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 10,746 | $ 15,707 |
Research and development and other credits | 53 | 72 |
Reserves | 54 | 369 |
Operating lease liabilities | 277 | 1,214 |
Interest carryover | 0 | 278 |
Other, net | 348 | 1,258 |
Total deferred tax assets | 11,478 | 18,898 |
Deferred tax liabilities: | ||
Fixed assets and other | (258) | (147) |
Right of use assets | (272) | (1,192) |
Intangibles | (2,985) | (1,889) |
Total deferred tax liabilities | (3,515) | (3,228) |
Valuation allowance for deferred tax assets | (8,281) | (15,846) |
Net deferred tax liabilities | $ (318) | $ (176) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 2,414 | $ 2,561 |
Expiration of the statute of limitations for the assessment of taxes | 0 | (147) |
Write-off of tax attributes in states in which the Company no longer files | (2,120) | 0 |
Balance at end of year | $ 294 | $ 2,414 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Maximum annual contribution of annual salary per employee (as percent) | 100% | |
The Company's contributions to its retirement plans | $ 0.1 | $ 0.1 |
Related Party Transaction (Deta
Related Party Transaction (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Common stock outstanding (in shares) | 15,826,217 | 15,177,919 |
Series A Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Preferred stock, outstanding (in shares) | 1,915,637 | 1,915,637 |
Board of Directors Chairman | Digirad Corporation | ||
Related Party Transaction [Line Items] | ||
Common stock outstanding (in shares) | 4,062,485 | |
Percentage of outstanding shares ( in percent) | 25.67% | |
Board of Directors Chairman | Digirad Corporation | Series A Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Preferred stock, outstanding (in shares) | 1,182,414 |
Segments - Narrative (Details)
Segments - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment facility | Dec. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 3 | |
Number of divisions | segment | 2 | |
Note receivable | $ 8,827 | $ 1,358 |
Cost method investment | 6,000 | 0 |
TTG Parent | ||
Segment Reporting Information [Line Items] | ||
Cost method investment | 6,000 | |
TTG | ||
Segment Reporting Information [Line Items] | ||
Note receivable | 7,459 | $ 0 |
Investments | TTG | ||
Segment Reporting Information [Line Items] | ||
Note receivable | $ 7,000 | |
Investments | Maine | ||
Segment Reporting Information [Line Items] | ||
Number of manufacturing facilities | facility | 2 |
Segments - Segment Information
Segments - Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 45,785 | $ 57,149 |
Gross profit | 11,926 | 12,370 |
Net income (loss) from continuing operations | (4,346) | (3,544) |
Segment income (loss) from operations | (4,346) | (3,544) |
Total depreciation and amortization | 2,327 | 2,273 |
Construction | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 45,785 | 57,149 |
Operating segments | Construction | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 45,785 | 57,149 |
Gross profit | 12,154 | 12,660 |
Net income (loss) from continuing operations | 2,095 | 3,560 |
Total depreciation and amortization | 2,070 | 1,974 |
Operating segments | Investments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 564 | 633 |
Gross profit | 336 | 343 |
Net income (loss) from continuing operations | (453) | 192 |
Total depreciation and amortization | 228 | 290 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Total revenues | (564) | (633) |
Gross profit | (564) | (633) |
Corporate, eliminations and other | ||
Segment Reporting Information [Line Items] | ||
Net income (loss) from continuing operations | (5,988) | (7,296) |
Star equity corporate | ||
Segment Reporting Information [Line Items] | ||
Total depreciation and amortization | $ 29 | $ 9 |
Mergers and Acquisitions - Narr
Mergers and Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||
Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Cash consideration | $ 2,770 | $ 0 | ||
Bargain purchase gain on acquisition | 1,170 | $ 0 | ||
BLL | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 2,770 | |||
Earn out provision (up to) | 500 | |||
Fair value of earn-out provision | 169 | 200 | ||
Fair value allocated to net assets acquired | 4,109 | |||
Bargain purchase gain on acquisition | 1,170 | $ 1,200 | ||
Revenue | $ 1,400 | |||
Earnings | $ 400 | |||
BLL | Maximum | ||||
Business Acquisition [Line Items] | ||||
Earn out provision (up to) | $ 250 |
Mergers and Acquisitions - Sche
Mergers and Acquisitions - Schedule of Fair Value of the Net Assets Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Purchase Price | |||
Cash Paid to Sellers | $ 2,770 | $ 0 | |
Purchase Price allocation | |||
Bargain purchase gain | (1,170) | $ 0 | |
BLL | |||
Purchase Price | |||
Cash Paid to Sellers | $ 2,770 | ||
Fair Value of Earn-out Provision | 169 | 200 | |
Total consideration | 2,939 | ||
Purchase Price allocation | |||
Inventories, net | 438 | ||
Accounts receivable | 578 | ||
Property and equipment | 2,654 | ||
Intangible assets, | 900 | ||
Deferred tax liability | (461) | ||
Fair value allocated to net assets acquired | 4,109 | ||
Bargain purchase gain | $ (1,170) | $ (1,200) |
Mergers and Acquisitions - Sc_2
Mergers and Acquisitions - Schedule of Pro Forma Information (Details) - BLL - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenue | $ 54,485 | $ 69,149 |
Gross Profit | 13,709 | 14,906 |
Net income (loss) | $ 25,732 | $ (3,926) |
Perpetual Preferred Stock - Nar
Perpetual Preferred Stock - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Feb. 16, 2024 | Nov. 17, 2023 | Dec. 31, 2023 | Aug. 17, 2023 | May 19, 2023 | Feb. 17, 2023 | |
Class of Stock [Line Items] | ||||||
Preferred stock, dividend rate percentage | 10% | |||||
Liquidation preference (in usd per share) | $ 10 | |||||
Preferred stock dividends in arrears | $ 0 | |||||
Series A Cumulative Perpetual Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Dividends declared (in usd per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||
Preferred stock dividends paid | $ 1,900,000 | |||||
Series A Cumulative Perpetual Preferred Stock | Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Dividends declared (in usd per share) | $ 0.25 | |||||
Preferred stock dividends paid | $ 500,000 |
Perpetual Preferred Stock - Act
Perpetual Preferred Stock - Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2022 | $ 18,988 | |
Dividend on Series A Preferred Stock | 1,916 | $ 1,916 |
Cash Dividend paid on Preferred Stock | (1,916) | |
Balance at December 31, 2023 | $ 18,988 | $ 18,988 |
Equity Transactions - Narrative
Equity Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Jan. 24, 2022 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 11,864,770 | |
Warrants exercised (in shares) | 1,370,460 | |
Warrants outstanding (in shares) | 12,567,040 | |
2022 Public Offering | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of shares issued in transaction (in shares) | 9,175,000 | |
Warrants exercised (in shares) | 1,425,000 | |
Warrant exercise price (in usd per share) | $ 0.01 | |
Sale of stock price (in usd per share) | $ 1.50 | |
Consideration received | $ 14.3 | |
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 | 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 | |
Warrants exercised (in shares) | 300,000 | |
Warrant exercise price (in usd per share) | $ 1.50 | |
Warrants outstanding (in shares) | 10,900,000 | |
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 | |
Warrants exercised (in shares) | 237,500 | |
Warrant exercise price (in usd per share) | $ 1.65 | |
2022 Public Offering | Option Purchase Warrants | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of warrants issued in transaction (in shares) | 1,425,000 | |
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 | |
Warrants exercised (in shares) | 1,000,000 | |
Warrant exercise price (in usd per share) | $ 2.25 | |
Warrants outstanding (in shares) | 1,400,000 |
Preferred Stock Rights (Details
Preferred Stock Rights (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 02, 2021 |
Class of Stock [Line Items] | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock par value (in usd per share) | $ 0.0001 | 0.0001 | |
Number of days for stock rights to become exercisable (in days) | 10 days | ||
Acquisition of common stock, threshold (percent) | 4.99% | ||
Dividend rights exercisable (in shares) | 0 | ||
Series C Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Cash redemption price (in usd per share) | $ 12 |