Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
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 | ||
Entity Shell Company | false | ||
Entity Public Float | $ 17.1 | ||
Entity Common Stock, Shares Outstanding | 14,982,507 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement relating to its 2022 annual meeting of shareholders (the “2022 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2022 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0000707388 | ||
Document Fiscal Year Focus | 2021 | ||
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 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | ||
Trading Symbol | STRRP | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | San Diego, CA |
Auditor Firm ID | 243 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | ||
Consolidated revenue | $ 106,559 | $ 78,163 |
Cost of revenues: | ||
Total cost of revenues | 91,319 | 64,176 |
Consolidated gross profit | 15,240 | 13,987 |
Operating expenses: | ||
Selling, general and administrative | 22,595 | 18,635 |
Amortization of intangible assets | 1,728 | 2,124 |
Goodwill impairment | 3,359 | 436 |
Gain on sale of MDOS | (847) | 0 |
Total operating expenses | 26,835 | 21,195 |
Loss from continuing operations | (11,595) | (7,208) |
Other income (expense): | ||
Other (expense) income | (550) | 874 |
Interest expense, net | (905) | (1,292) |
Gain on forgiveness of PPP loans | 4,179 | 2,470 |
Total other income | 2,724 | 2,052 |
Loss from continuing operations before income taxes | (8,871) | (5,156) |
Income tax provision | (60) | (129) |
Loss from continuing operations, net of income taxes | (8,931) | (5,285) |
Income (loss) from discontinued operations, net of income taxes | 5,948 | (1,172) |
Net loss | (2,983) | (6,457) |
Net loss attributable to common stockholders | $ (4,889) | $ (8,373) |
Net loss per share | ||
Net loss per share, continuing operations, basic (in usd per share) | $ (1.76) | $ (1.44) |
Net loss per share, continuing operations, diluted (in usd per share) | (1.76) | (1.44) |
Net loss per share, discontinued operations, basic (in usd per share) | 1.17 | (0.32) |
Net loss per share, discontinued operations, diluted (in usd per share) | 1.17 | (0.32) |
Net loss per share - basic (in usd per share) | (0.59) | (1.76) |
Net loss per share - diluted (in usd per share) | (0.59) | (1.76) |
Net loss per share, attributable to common stockholders - basic (usd per share) | (0.96) | (2.29) |
Net loss per share, attributable to common stockholders - diluted (usd per share) | $ (0.96) | $ (2.29) |
Weighted average shares outstanding - basic (in shares) | 5,085 | 3,659 |
Weighted average shares outstanding - diluted (in shares) | 5,085 | 3,659 |
Series A | ||
Other income (expense): | ||
Deemed dividend on Series A Preferred Stock | $ (1,906) | $ (1,916) |
Net loss per share | ||
Deemed dividend on Series A preferred stock per share (in usd per share) | $ (0.37) | $ (0.52) |
Dividends declared per Series A preferred stock (in usd per share) | $ 2.31 | $ 0 |
Healthcare | ||
Revenues: | ||
Consolidated revenue | $ 58,556 | $ 49,232 |
Cost of revenues: | ||
Total cost of revenues | 46,097 | 39,083 |
Construction | ||
Revenues: | ||
Consolidated revenue | 48,003 | 28,879 |
Cost of revenues: | ||
Total cost of revenues | 44,995 | 24,832 |
Investments | ||
Revenues: | ||
Consolidated revenue | 0 | 52 |
Cost of revenues: | ||
Total cost of revenues | $ 227 | $ 261 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,538,000 | $ 3,225,000 |
Restricted cash | 278,000 | 168,000 |
Accounts receivable, net | 15,811,000 | 12,975,000 |
Inventories, net | 8,525,000 | 9,787,000 |
Other current assets | 2,711,000 | 2,025,000 |
Assets held for sale | 0 | 20,756,000 |
Total current assets | 31,863,000 | 48,936,000 |
Property and equipment, net | 8,918,000 | 9,762,000 |
Operating lease right-of-use assets, net | 4,494,000 | 2,935,000 |
Intangible assets, net | 15,072,000 | 16,900,000 |
Goodwill | 6,046,000 | 9,542,000 |
Other assets | 1,659,000 | 1,384,000 |
Total assets | 68,052,000 | 89,459,000 |
Current liabilities: | ||
Accounts payable | 4,277,000 | 4,952,000 |
Accrued compensation | 3,051,000 | 2,825,000 |
Accrued warranty | 569,000 | 214,000 |
Billings in excess of costs and estimated profit | 312,000 | 0 |
Deferred revenue | 2,457,000 | 2,184,000 |
Short-term debt and current portion of long-term debt | 12,869,000 | 18,362,000 |
Notes payable to related parties | 0 | 2,307,000 |
Operating lease liabilities | 1,253,000 | 1,278,000 |
Other Current Liabilities | 3,033,000 | 3,000,000 |
Liabilities held for sale | 0 | 7,871,000 |
Total current liabilities | 27,821,000 | 42,993,000 |
Long-term debt, net of current portion | 0 | 3,700,000 |
Deferred tax liabilities | 72,000 | 51,000 |
Operating lease liabilities, net of current portion | 3,299,000 | 1,727,000 |
Other liabilities | 1,118,000 | 1,059,000 |
Total liabilities | 32,310,000 | 49,530,000 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value: 30,000,000 shares authorized; 5,805,916 and 4,798,367 shares issued and outstanding (net of treasury shares) at December 31, 2021 and 2020, respectively | 0 | 0 |
Treasury stock, at cost; 258,849 shares at December 31, 2021 and 2020 | (5,728,000) | (5,728,000) |
Additional paid-in capital | 150,451,000 | 149,143,000 |
Accumulated deficit | (127,969,000) | (124,986,000) |
Total stockholders’ equity | 16,754,000 | 18,429,000 |
Total liabilities, mezzanine equity and stockholders’ equity | 68,052,000 | 89,459,000 |
Series A | ||
Current liabilities: | ||
Preferred stock | 18,988,000 | 21,500,000 |
Stockholders’ equity: | ||
Preferred stock | 18,988,000 | 21,500,000 |
Series C | ||
Current liabilities: | ||
Preferred stock | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, liquidation preference (in usd per share) | $ 10 | |
Common stock par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock issued (in shares) | 5,805,916 | 4,798,367 |
Common stock outstanding (in shares) | 5,805,916 | 4,798,367 |
Treasury stock (in shares) | 258,849 | 258,849 |
Series A | ||
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, liquidation preference (in shares) | 8,000,000 | 8,000,000 |
Preferred stock, liquidation preference (in usd per share) | $ 10 | $ 10 |
Preferred stock issued (in shares) | 1,915,637 | 1,915,637 |
Preferred stock outstanding (in shares) | 1,915,637 | 1,915,637 |
Series C | ||
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 25,000 | 25,000 |
Preferred stock 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, 2021 | Dec. 31, 2020 | |
Operating activities | ||
Net loss | $ (2,983) | $ (6,457) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 1,751 | 6,330 |
Amortization of intangible assets | 1,728 | 3,087 |
Non-cash lease expense | 1,453 | 1,561 |
Provision for bad debts | 656 | 66 |
Stock-based compensation | 527 | 524 |
Non-cash interest expense | 182 | 316 |
Write-off of borrowing costs | 130 | 0 |
Gain on sale of discontinued operations | (5,159) | 0 |
Gain on sale of MDOS | (847) | 0 |
(Gain) loss on sale of assets | (18) | 150 |
Loss on write-off of software implementation costs | 1,372 | 0 |
Gain on Paycheck Protection Program loan forgiveness | (4,179) | (2,470) |
Goodwill impairment | 3,359 | 436 |
Deferred income taxes | 22 | 43 |
Other, net | (319) | (22) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,701) | 1,225 |
Inventories | 1,262 | (2,572) |
Other assets | (637) | (1,201) |
Accounts payable | (1,001) | (2,458) |
Accrued compensation | 430 | (1,109) |
Deferred revenue and billings in excess of costs and estimated profit | 499 | 478 |
Operating lease liabilities | (1,422) | (1,586) |
Other liabilities | 445 | (1,294) |
Net cash used in operating activities | (6,450) | (4,953) |
Investing activities | ||
Purchases of property and equipment | (788) | (1,493) |
Proceeds from sale of discontinued operations | 18,750 | 0 |
Proceeds from sale of property and equipment | 132 | 161 |
Proceeds from sales of derivatives and equity securities | 42 | 0 |
Purchases of securities available-for-sale | (34) | 0 |
Payments to acquire interest in variable interest entity | (300) | 0 |
Net cash provided by (used in) investing activities | 17,802 | (1,332) |
Financing activities | ||
Proceeds from borrowings | 117,601 | 120,485 |
Repayment of debt | (125,076) | (116,301) |
Loan issuance costs and extinguishment costs | 0 | (317) |
Net proceeds from sale and exercise of common stock, over-allotment options and warrants | 629 | 5,193 |
Equity proceeds from related party private placement | 2,113 | 0 |
Fees paid on equity issuance costs | (37) | (18) |
Taxes paid related to net share settlement of equity awards | (18) | (10) |
Repayment of obligations under finance leases | (769) | (972) |
Preferred stock dividends paid | (4,418) | 0 |
Net cash (used in) provided by financing activities | (9,975) | 8,060 |
Net increase in cash and cash equivalents, including cash classified within current assets held for sale | 1,377 | 1,775 |
Less: Net (decrease) increase in cash classified within current assets held for sale | (46) | 369 |
Net increase in cash, cash equivalents, and restricted cash | 1,423 | 1,406 |
Cash, cash equivalents, and restricted cash at beginning of year | 3,393 | 1,987 |
Cash, cash equivalents, and restricted cash at end of year | 4,816 | 3,393 |
Reconciliation of cash, cash equivalents, and restricted cash at end of year | ||
Cash and cash equivalents | 4,538 | 3,225 |
Restricted cash | 278 | 168 |
Cash, cash equivalents, and restricted cash at end of year | 4,816 | 3,393 |
Supplemental Information | ||
Cash paid during the year for interest | 717 | 965 |
Cash paid during the year for income taxes | 344 | 30 |
Non-Cash Investing and Financing Activities | ||
MDOS Promissory Note Receivable | 1,385 | 0 |
Gain on Paycheck Protection Program Loan Forgiveness | $ 4,179 | $ 2,470 |
CONSOLIDATED STATEMENTS OF MEZZ
CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Preferred Stock | Common stock | Treasury Stock | Additional paid-in capital | Accumulated deficit |
Shares outstanding, beginning balance (in shares) at Dec. 31, 2019 | 1,916,000 | 2,050,000 | ||||
Equity, beginning balance at Dec. 31, 2019 | $ 21,095 | $ 19,602 | $ 0 | $ (5,728) | $ 145,352 | $ (118,529) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | $ 524 | 524 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes (in shares) | 0 | 55,000 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | $ (10) | (10) | ||||
Accrued dividend on perpetual preferred stock | (1,916) | 1,916 | (1,916) | |||
Net proceeds from sale and exercise of common stock, over allotment options and warrants (in shares) | 2,693,000 | |||||
Net proceeds from sale and exercise of common stock, over allotment options and warrants | 5,193 | 5,193 | ||||
Equity proceeds from related party private placement | 0 | $ (18) | ||||
Net loss | (6,457) | (6,457) | ||||
Shares outstanding, ending balance (in shares) at Dec. 31, 2020 | 1,916,000 | 4,798,000 | ||||
Equity, ending balance at Dec. 31, 2020 | 18,429 | $ 21,500 | $ 0 | (5,728) | 149,143 | (124,986) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | $ 527 | 527 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes (in shares) | 0 | 726,000 | ||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | $ (18) | (18) | ||||
Accrued dividend on perpetual preferred stock | (1,906) | 1,906 | (1,906) | |||
Equity issuance costs | (37) | (37) | ||||
Equity proceeds from related party private placement | 2,113 | 2,113 | ||||
Equity proceeds from related party private placement | (4,418) | |||||
Preferred stock dividends paid | 0 | $ (4,418) | ||||
Proceeds received from warrant exercise (in shares) | 281,000 | |||||
Proceeds received from warrant exercise | 629 | 629 | ||||
Net loss | (2,983) | (2,983) | ||||
Shares outstanding, ending balance (in shares) at Dec. 31, 2021 | 1,916,000 | 5,805,000 | ||||
Equity, ending balance at Dec. 31, 2021 | $ 16,754 | $ 18,988 | $ 0 | $ (5,728) | $ 150,451 | $ (127,969) |
The Company
The Company | 12 Months Ended |
Dec. 31, 2021 | |
The Company [Abstract] | |
The Company | The Company Star Equity Holdings, Inc. (“Star Equity”, or the “Company”) is a diversified holding company with three divisions: Healthcare, Construction, and Investments. Star Equity, which was incorporated in Delaware in 1997, was formerly known as Digirad Corporation until it changed its name to Star Equity Holdings, Inc. effective January 1, 2021. Unless the context requires otherwise, in this report the terms “we,” “us,” and, “our” refer to Star Equity and our wholly owned subsidiaries. Healthcare Healthcare designs, manufactures, and distributes diagnostic medical imaging products. Healthcare operates in two businesses: Diagnostic Services and Diagnostic Imaging. The Diagnostic Services business offers imaging services to healthcare providers as an alternative to purchasing the equipment or outsourcing the procedure. The Diagnostic Imaging business develops, sells, and maintains solid-state gamma cameras. 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 segment 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.” 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 that is directly supervised by Star Equity management. This entity was established to hold our corporate-owned real estate, which currently includes our three manufacturing facilities in Maine that are leased to KBS, 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 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.” As of December 31, 2021, our business is organized into four reportable segments: Diagnostic Services, Diagnostic Imaging, Construction, and Investments in the continuing operations. See Note 15. Segments , within the notes to our accompanying consolidated financial statements for financial data relating to our segments. For discussion purposes, we categorized our Diagnostic Services and Diagnostic Imaging reportable segments as “Healthcare.” |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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”) accepted 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 Mobile Healthcare division’s assets and liabilities as of December 31, 2021 and 2020 are separately presented as held for sale on the Consolidated Balance Sheets and discontinued operations on the Consolidated Statements of Operations. Refer to Note 3. Discontinued Operations for additional information. Mezzanine Equity Pursuant to the Certificate of Designations, Rights and Preferences of Series A Preferred Stock of Star Equity Holdings, Inc. (formerly Digirad Corporation) (the “Certificate of Designations”), upon a Change of Control Triggering Event, as defined in the Certificate of Designations, holders of the Company Preferred Stock may require the Company to redeem the Company Preferred Stock at a price of $10.00 per share, plus any accumulated and unpaid dividends (a “Change of Control Redemption”). As this redemption feature of the shares is not solely within the control of the Company, the Company Preferred Stock does not qualify as permanent equity and has been classified as mezzanine or temporary equity. Company Preferred Stock is not redeemable and it was not probable that our Preferred Stock would become redeemable as of December 31, 2021 and 2020. Therefore, we are not currently required to accrete the Company Preferred Stock to its redemption value. In addition to a Change of Control Redemption, the Certificate of Designations also provides that we may redeem (at our option, in whole or in part) Preferred Stock following the fifth anniversary of issuance of the Company Preferred Stock, at a cash redemption price of $10.00 per share, plus any accumulated and unpaid dividends. Discontinued Operations On October 30, 2020, we entered into the DMS Purchase Agreement (as defined in Note 3) to sell all of the issued and outstanding common stock of DMS Health Technologies, Inc. (“DMS Health”), which operated our Mobile Healthcare business. The purchase price for the DMS Sale Transaction (as defined in Note 3.) was $18.75 million in cash, subject to certain adjustments, including a working capital adjustment. The DMS Sale Transaction was completed on March 31, 2021. As of December 31, 2020, the Mobile Healthcare business met the criteria to be classified as held for sale. This segment is reported on the Consolidated Statements of Operations as discontinued operations and on the Consolidated Balance Sheets as Assets and Liabilities held for sale. We allocated a portion of interest expense to discontinued operations since the proceeds received from the sale were required to be used to pay down outstanding borrowings under our revolving credit facility with Sterling National Bank, a national banking association (“Sterling” or “SNB”), further described in Note 8. Debt . The allocation was based on the ratio of assets generated based on the borrowing capacity to total borrowings capacity for the period. Cash flows used in or provided by DMS Health operations as part of discontinued operations and prior year results are further disclosed in Note 3. Discontinued Operations. Going Concern The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and settlement of obligations in the normal course of business. We incurred losses from continuing operations, net of income taxes of approximately $8.9 million and $5.3 million for the years ended December 31, 2021 and 2020, respectively. We have an accumulated deficit of $128.0 million and $125.0 million as of December 31, 2021 and 2020, respectively. Net cash used in operations was $6.5 million for the year ended December 31, 2021, compared to net cash used in operations of $5.0 million for the year ended 2020. The Company will likely need to secure additional financing in the future to accomplish its business plan over the next several years and there can be no assurance on the availability or terms upon which such financing and capital might be available at that time. At December 31, 2021, we had approximately $12.9 million in debt outstanding. All of our debt is categorized as short-term on our Consolidated Balance Sheets. For more detail, see Note 8. Debt . The SNB Loan, which has a current balance owed of $7.0 million, supports our Healthcare business. While it matures in 2024, GAAP rules require that the outstanding balance be classified as short-term debt. This is due to both the automatic sweep feature embedded in the traditional lockbox arrangement and the subjective acceleration clause in the SNB Loan and Security Agreement. As of December 31, 2021, we were in compliance with all covenants related to our Healthcare division. As of December 31, 2021, we had $4.8 million outstanding on our two Construction division revolvers with Gerber Finance, Inc. (“Gerber”). As of that date, we were not in compliance with our bi-annual covenants on either of these Gerber facilities. However, we obtained waivers from Gerber for the bi-annual measurement period ended December 31, 2021. While Gerber has historically provided us with such waivers, when needed, there is no assurance that we will be able to receive waivers for covenant violations in the future. We also have $1.1 million outstanding on the Star Loan, on which we are and historically have been making timely payments in full compliance with all covenants. Related party notes of $2.3 million that were outstanding as of December 31, 2020 were fully paid off on April 1, 2021 using proceeds from the DMS Sale Transaction. In addition, as of December 31, 2021, we had cash and cash equivalents of $4.5 million. We are currently forecasting a covenant breach on our SNB Loan Agreement within twelve months after the date these financial statements have been issued. Upon the occurrence and during the continuation of an event of default under the SNB Loan Agreement, SNB may, among other things, declare the loans and all other obligations under the SNB Loan Agreement immediately due and payable and increase the interest rate at which loans and obligations under the SNB Loan Agreement bear interest. Therefore, management concludes that this forecasted violation raises substantial doubt about our ability to continue as a going concern within twelve months after the date that financial statements are issued if we are not able to restructure those agreements or receive a waiver for non-compliance with our covenants. Our financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. Management is taking a number of steps to avoid these breaches and/or restructure the covenants within these agreements. These steps include improving our operations, considering additional or alternative financing arrangements, and negotiating with current lenders to amend our covenants. While we believe that we maintain strong transparency and relationships with our lenders, there can be no assurance that we will be successful in these efforts. On January 24, 2022, we closed an underwritten public offering (the “Offering”) pursuant to an underwriting agreement with Maxim Group LLC, as representative of the underwriters. The Offering was for 9,500,000 shares of common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof) and warrants to purchase up to 9,500,000 shares of common stock (the “common warrants”). Each share of common stock (or pre-funded warrant in lieu thereof) was sold together with one common warrant to purchase one share of common stock at a price of $1.50 per share and common warrant. Gross proceeds, before deducting underwriting discounts and offering expenses and excluding any proceeds we may receive upon exercise of the common warrants, were $14.3 million and net proceeds were $12.8 million. In the first quarter of 2022, we declared and made a $0.5 million preferred stock dividend payment. Refer to Note 17 . Redeemable Preferred Stock for details. Use of Estimates The preparation of consolidated financial statements in conformity with 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, and income taxes. Actual results could materially differ from those estimates. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 and Topic 842 in the year of 2021 and 2020, which are explained below. Pursuant to Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers , we recognize revenue when a customer obtains control of promised goods or services. We record the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company has elected to use the practical expedient under ASC 606 to exclude disclosures of unsatisfied remaining performance obligations for (i) contracts having an original expected length of one year or less or (ii) contracts for which the practical expedient has been applied to recognize revenue at the amount for which it has a right to invoice. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The majority of our contracts have a single performance obligation, as we provide a series of distinct goods or services that are substantially the same and are transferred with the same pattern to the customer. For contracts with multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue recognition is evaluated on a contract by contract basis. Performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time if we have an enforceable right to payment, 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. Healthcare Services Revenue Recognition. We generate service revenue primarily from providing diagnostic imaging services to our customers. Service revenue within our Diagnostic Imaging Services reportable segment is derived from providing our customers with contract diagnostic imaging services, which includes use of our imaging systems, qualified personnel, radiopharmaceuticals, licensing, logistics and related items required to perform testing in their own offices. We bill customers either on a per-scan or fixed-payment methodology, depending upon the contract that is negotiated with the customer. Within our Diagnostic Imaging Service segment, we also rent cameras to healthcare customers for use in their operations. Rental revenues are structured as either a weekly or monthly payment arrangement, and are recognized in the month rental assets are provided. Revenue related to provision of our services is recognized at the time services are performed. Healthcare Product and Product-Related Revenue Recognition. We generate revenue from product and product-related sales, primarily from the sale of gamma cameras, accessories, and radiopharmaceuticals doses. Diagnostic Imaging product revenues are generated from the sale of internally developed solid-state gamma camera imaging systems and post-warranty camera maintenance service contracts. Revenue from sales of imaging systems is generally recognized at point in time upon delivery of systems and acceptance by customers. We also provide installation services and training on cameras sold, primarily in the United States. Installation and initial training is generally performed shortly after delivery and the revenue related to the provision of these services is recognized at the time services are performed. Neither installation nor training is essential to the functionality of the product. Finally, we offer camera maintenance service contracts that are sold beyond the term of the initial warranty, generally one year from the date of purchase. Revenue from these service contracts is deferred and recognized ratably over the period of the obligation. We offer time and material services and record revenue when service is performed. Radiopharmaceuticals doses revenue is generally recognized when delivered to the customer. Construction Revenue Recognition. Within the Construction division, we service residential and commercial construction projects by manufacturing modular housing units and other products and supply general contractors with building materials. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion. Billings in excess of costs and estimated earnings on uncompleted contracts are current liabilities, which relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated earnings on uncompleted contracts is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are classified in deferred revenue in the Consolidated Balance Sheets. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. Contract Costs. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs mainly include the internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the revenue is recognized. 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 in which it is the lessee and lessor. 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 its cash balances. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. 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 goods sold 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, 2021 and 2020, 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). Effective January 1, 2018, equity securities, with certain exceptions, are measured at fair value and changes in fair value are recognized in net income. During the year ended December 31, 2021, we recognized gains related to changes in fair value of $0.3 million in the Consolidated Statements of Operations. During the year ended December 31, 2020, we recorded gains related to changes in fair value of $22 thousand. Allowance for Doubtful Accounts and Billing Adjustments Accounts receivable consist principally of trade receivables from customers and third-party healthcare insurance providers, and are generally unsecured and due within 30 days. We regularly evaluate the collectability of our trade receivables and provide reserves for doubtful accounts based on our historical experience rate, known collectability issues and disputes, and our bad debt write-off history. 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. Within the Healthcare division, we record a provision for billing adjustments, which are based on our historical experience rate of billing adjustments history. The provision for billing adjustments is charged against Healthcare revenues. Within the Construction division, accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of losses that may result from uncollectible accounts receivable. We determine the allowance based on an analysis of individual accounts and an evaluation of the collectability of our accounts receivable in the aggregate based on factors such as the aging of receivable amounts, customer concentrations, historical experience, and current economic trends and conditions. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. We do not have any off-balance sheet credit exposure related to our customers. The following table summarizes the allowance for doubtful accounts, billing adjustments, and contractual allowances as of and for the years ended December 31, 2021, and 2020 (in thousands): Allowance for Doubtful Accounts (1) Reserve for Billing Adjustments (2) Balance at December 31, 2019 $ 635 $ 20 Provision adjustment 68 183 Write-offs and recoveries, net (207) (190) Balance at December 31, 2020 496 13 Provision adjustment 656 293 Write-offs and recoveries, net (309) (277) Balance at December 31, 2021 $ 843 $ 29 (1) The provision was charged against general and administrative expenses. (2) The provision was charged against Healthcare revenue. Inventory Inventories are stated at the lower of cost (first-in first-out basis) 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. The following table summarizes our reserves for excess and obsolete inventory as of and for the years ended December 31, 2021 and 2020 (in thousands): Reserve for Excess and Obsolete Inventories (1) Balance at December 31, 2019 $ 383 Provision adjustment 137 Write-offs and scrap (121) Balance at December 31, 2020 399 Provision adjustment 30 Write-offs and scrap (109) Balance at December 31, 2021 $ 320 (1) The provision was charged against cost of revenues. Long-Lived Assets including Finite Lived Purchased Intangible Assets Long-lived assets consist of property and equipment and finite lived intangible assets. We record property and equipment at cost, and record intangible assets 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, 2021 and 2020. Goodwill Valuation We review goodwill for impairment on an annual basis during the fourth quarter, as well as when events or changes in circumstances indicate that the carrying value may not be recoverable. We bypassed qualitative analysis and performed an impairment analysis by quantitatively comparing the fair value of the reporting unit to the carrying value of the reporting unit. 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, MD Office Solutions (“MDOS”) in 2015, and substantially all of the assets of Ultrascan, Inc. (“Ultrascan”) in 2007. See Note 7. Goodwill , for further information. Self-Insured Health Insurance Benefits Healthcare provides healthcare benefits to its employees through a self-insured plan with “stop loss” coverage. The Company records a liability that represents our estimated cost of claims incurred and unpaid as of the balance sheet date. Our estimated reserve is based on historical experience and trends related to both health insurance claims and payments. The ultimate cost of healthcare benefits will depend on actual costs incurred to settle the claims and may differ from the amounts reserved by the Company for those claims. As of December 31, 2021 and 2020, the reserve for estimated claims incurred and unpaid was $0.6 million and $0.5 million, respectively. Restricted Cash We maintain certain cash amounts restricted as to withdrawal or use. As of December 31, 2021 and 2020, restricted cash was $0.3 million and $0.2 million, for both years respectively, 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 to 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, 2021 and 2020, we have $0.3 million and $0.6 million, respectively, of 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 $1.4 million and $1.0 million for the years ended December 31, 2021 and 2020, respectively. Shar |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On October 30, 2020, Star Equity entered into a Stock Purchase Agreement (the “DMS Purchase Agreement”) between the Company (“Seller”), DMS Health, and Knob Creek Acquisition Corp., a Tennessee corporation (“Buyer”), Buyer purchased all of the issued and outstanding common stock of DMS Health, which operated our Mobile Healthcare business unit, from Seller. The purchase price under the DMS Purchase Agreement was $18.75 million in cash, subject to certain adjustments, including a working capital adjustment. We deemed the disposition of the Mobile Healthcare business unit to represent a strategic shift that will have a major effect on our operations and financial results. For the year ended December 31, 2020, the Mobile Healthcare business met the criteria to be classified as held for sale. This segment is reported on the Consolidated Statements of Operations as discontinued operations and on the Consolidated Balance Sheets as Assets and Liabilities held for sale. In January, 2022, we received an immaterial amount of net escrow settlement. In April 2021, DMS Health contracted Digirad Imaging Solutions for a term of three years to purchase radiopharmaceuticals doses, resulting in $1.1 million of revenues for the year ended December 31, 2021. We allocated a portion of interest expense to discontinued operations since the proceeds received from the sale were required to be used to pay down outstanding borrowings under our revolving credit facility with SNB. The allocation was based on the ratio of assets generated based on the borrowing capacity to total borrowings capacity for the period. In addition, certain general and administrative costs related to corporate and shared service functions previously allocated to the mobile healthcare reportable segment are included in discontinued operations. The following table summarizes the DMS Health results for the years ended December 31, 2021 and 2020 (in thousands): Year ended December 31, 2021 2020 Total revenues $ 9,490 $ 36,011 Total cost of revenues 6,973 31,493 Gross profit 2,517 4,518 Operating expenses: Selling, general and administrative 1,469 4,447 Amortization of intangible assets — 965 Total operating expenses 1,469 5,412 Operating income (loss) from discontinued operations 1,048 (894) Interest expense, net (180) (256) Gain on sale of discontinued operations 5,159 — Income (loss) from discontinued operations before income taxes 6,027 (1,150) Income tax provision (79) (22) Net Income (loss) from discontinued operations $ 5,948 $ (1,172) The carrying amounts of the major classes of assets reported as “Assets held for sale” consist of the following as of December 31, 2020 (in thousands): December 31, 2020 Cash and cash equivalents $ 443 Accounts receivable, net 4,305 Inventories, net 50 Other current assets 459 Property and equipment, net 7,721 Operating lease right-of-use assets, net 4,863 Intangible assets, net 2,915 $ 20,756 The carrying amounts of the major classes of liabilities reported as “Liabilities held for sale” consist of the following as of December 31, 2020 (in thousands): December 31, 2020 Accounts payable $ 1,597 Accrued compensation 645 Deferred revenue 96 Operating lease liabilities 4,863 Other current liabilities 560 Deferred tax liabilities 16 Other liabilities 94 $ 7,871 The following table presents supplemental cash flow information of discontinued operations for the years ended December 31, 2021 and 2020 (in thousands): Twelve Months Ended December 31, 2021 2020 Operating activities Depreciation $ 7 $ 4,519 Amortization of intangible assets — 965 Non-cash lease expense 256 360 Loss on extinguishment of debt 130 — Gain on sale of DMS discontinued operations (5,159) — Provision for bad debt — 2 Investing activities Proceeds from sale of discontinued operations 18,750 — Proceeds from sale of property and equipment 3 142 Non-cash investing activities Fixed asset purchased in accounts payable — 75 Lease assets obtained in exchange for new operating lease liabilities — 741 Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the twelve months ended December 31, 2021 (in thousands): Twelve Months Ended December 31, 2021 Estimated proceeds of the disposition, net of transaction costs $ 18,750 Assets of the businesses (20,920) Liabilities of the businesses 7,712 Transaction expenses (383) Pre-tax gain on the disposition $ 5,159 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 (in thousands): Year Ended December 31, 2021 Diagnostic Services Diagnostic Imaging Construction Total Major Goods/Service Lines Mobile Imaging (1) $ 43,536 $ — $ — $ 43,536 Camera Sales — 7,959 — 7,959 Camera Support — 6,832 — 6,832 Healthcare Revenue from Contracts with Customers 43,536 14,791 — 58,327 Lease Income 229 — 47 276 Construction Revenue from Contracts with Customers — — 47,956 47,956 Total Revenues $ 43,765 $ 14,791 $ 48,003 $ 106,559 Timing of Revenue Recognition Services and goods transferred over time $ 39,843 $ 5,614 $ 3,921 $ 49,378 Services and goods transferred at a point in time 3,922 9,177 44,082 57,181 Total Revenues $ 43,765 $ 14,791 $ 48,003 $ 106,559 Year Ended December 31, 2020 Diagnostic Services Diagnostic Imaging Construction Investments Total Major Goods/Service Lines Mobile Imaging $ 38,690 $ — $ — $ — $ 38,690 Camera Sales — 3,450 — — 3,450 Camera Support — 6,515 — — 6,515 Healthcare Revenue from Contracts with Customers 38,690 9,965 — — 48,655 Lease Income 577 — 260 — 837 Construction revenue from Contracts with Customers — — 28,619 — 28,619 Investments — — — 52 52 Total Revenues $ 39,267 $ 9,965 $ 28,879 $ 52 $ 78,163 Timing of Revenue Recognition Services and goods transferred over time $ 37,559 $ 5,544 $ 3,255 $ — $ 46,358 Services and goods transferred at a point in time 1,708 4,421 25,624 52 31,805 Total Revenues $ 39,267 $ 9,965 $ 28,879 $ 52 $ 78,163 (1) Revenue generated from MDOS and DMS subsequent to their respective sales resulted in $0.8 million and $1.1 million of total revenues. We have corrected an immaterial disclosure error in the previously disclosed disaggregated revenue balances relating to the timing of revenue for the year ended December 31, 2020. For the year ended December 31, 2020, the amount of $2.2 million was revised from over time to point in time related to revenue recognition in the table above. Diagnostic Services for goods transferred over time decreased by $1.7 million, with a corresponding increase to revenue recognized for goods and services transferred at a point in time. The timing of revenue recognition for Diagnostic Imaging for goods transferred over time decreased by $0.5 million, with a corresponding increase to revenue recognized for goods and services transferred at a point in time. The adjustments did not impact the total amount of revenue or the period in which it was recognized, therefore, they had no effect on the Consolidated Balance Sheets, Statements of Operations and Cash Flows for the periods presented. Changes in the deferred revenues for the year ended December 31, 2021 and 2020, is as follows (in thousands): Balance at December 31, 2019 $ 1,801 Revenue recognized that was included in balance at beginning of the year (1,494) Deferred revenue, net, related to contracts entered into during the year 2,045 Balance at December 31, 2020 2,352 Revenue recognized that was included in balance at beginning of the year (1,975) Deferred revenue, net, related to contracts entered into during the year 2,492 Balance at December 31, 2021 $ 2,869 |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 (in thousands): December 31, December 31, Inventories: Raw materials $ 5,870 $ 5,489 Work-in-process 2,145 2,821 Finished goods 830 1,876 Total inventories 8,845 10,186 Less reserve for excess and obsolete inventories (320) (399) Total inventories, net $ 8,525 $ 9,787 December 31, December 31, Property and equipment, net: Land $ 805 $ 805 Buildings and leasehold improvements 4,823 4,771 Machinery and equipment 24,881 25,687 Computer hardware and software 2,387 3,688 Gross property and equipment 32,896 34,951 Accumulated depreciation (23,978) (25,189) Total property and equipment, net $ 8,918 $ 9,762 On June 9, 2021, we entered into a contract for the sale of commercial real estate agreement with Barnum Holdings, LLC (the "Waterford Sale Agreement"), for the sale of pursuant to 947 Waterford Road real property situated thereon, for the sales price of $1.2 million in cash, which will be paid at the closing. Waterford property was classified as held-for-sale throughout 2021, however, as of December 31, 2021, there were indications of changes to the plan of sale. As such, we reclassified the asset held for sale as an asset held and used. As of December 31, 2021 the related assets had a carry value of $1.0 million and was included within property and equipment on the Consolidated Balance Sheets. As of December 31, 2021, the non-operating land and building, held for investments, had a carry value of $2.1 million and was included within property and equipment on the Consolidated Balance Sheets. Depreciation expense for the years ended December 31, 2021 and 2020 was $1.7 million and $1.8 million, respectively. December 31, 2021 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets with finite useful lives: Customer relationships $ 16,440 $ (6,056) $ 10,384 Trademarks 5,540 (853) 4,687 Patents 141 (140) 1 Total intangible assets, net $ 22,121 $ (7,049) $ 15,072 December 31, 2020 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets with finite useful lives: Customer relationships $ 17,079 $ (5,238) $ 11,841 Trademarks 5,727 (670) 5,057 Patents 141 (139) 2 Total intangible assets, net $ 22,947 $ (6,047) $ 16,900 Amortization expense for intangible assets, net for the years ended December 31, 2021 and 2020 was $1.7 million and $2.1 million, respectively. Estimated amortization expense for intangible assets for 2022 is $1.7 million, for 2023 is $1.7 million, for 2024 is $1.7 million, for 2025 is $1.7 million, for 2026 is $1.7 million, and thereafter is $6.5 million. December 31, December 31, Other current liabilities: Professional fees $ 832 $ 534 Sales and property taxes payable 550 453 Radiopharmaceuticals and consumable medical supplies 78 219 Current portion of finance lease obligation 588 594 Facilities and related costs 169 70 Outside services and consulting 282 181 Other accrued liabilities 534 949 Total other current liabilities $ 3,033 $ 3,000 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
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 that were recorded at fair value as of December 31, 2021 and 2020 (in thousands): At Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Equity securities $ 47 $ — $ — $ 47 Lumber derivative contracts 666 — — 666 Total $ 713 $ — $ — $ 713 At Fair Value as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Equity securities $ 35 $ 55 $ — $ 90 Total $ 35 $ 55 $ — $ 90 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, 2021 and 2020, respectively. During the year ended December 31, 2021, and 2020, we recorded an unrealized gain of $20 thousand and $22 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 year ended December 31, 2021, we recorded a net gain of $0.4 million in the cost of goods sold of the Consolidated Statements of Operations. As of December 31, 2021, we had a net long (buying) position of 2,420,000 board feet under twenty-two lumber derivatives contracts. As of December 31, 2020, we had no lumber derivative contracts. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Goodwill has historically been derived from the acquisition of ATRM in 2019, MDOS in 2015, and substantially all of the assets of Ultrascan in 2007. Diagnostic Imaging Solutions, KBS and EBGL carry a goodwill balance of $1.6 million, $0.5 million and $4.0 million, respectively. Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020, by reportable segment, are as follows (in thousands): Healthcare Construction Total Balance at December 31, 2019 $ 1,745 $ 8,233 $ 9,978 Impairment of EBGL (1) — (436) (436) Balance at December 31, 2020 1,745 7,797 9,542 De-recognition of MDOS (2) (137) — (137) Impairment of KBS (3) — (3,359) (3,359) Balance at December 31, 2021 $ 1,608 $ 4,438 $ 6,046 (1) The Company concluded that it was more likely than not that the carrying value of the EBGL reporting unit were in excess of fair value. This conclusion was based on lower than expected operating results during the year ended December 31, 2020, primarily as a result of higher commodity lumber price and COVID-19 impact. As a result, we recorded an impairment loss of $0.4 million associated with the impairment assessment of the EBGL reporting unit as of December 31, 2020 within the Consolidated Statements of Operations. (2) On February 1, 2021, in connection with the closing of the sale of MDOS, we de-recognized $0.1 million goodwill associated to the Diagnostic Services reporting unit. (3) We concluded that it was more likely than not that the carrying value of the KBS reporting unit were in excess of fair value. This conclusion was based on lower than expected operating results during the year ended December 31, 2021, primarily as a result of the rise in material costs throughout the year. As a result, we recorded an impairment loss of $3.4 million associated with the impairment assessment of the KBS reporting unit as of December 31, 2021 within the Consolidated Statements of Operations. During the fourth quarter of 2021, we elected to by-pass the qualitative assessment for all reporting units. We performed a quantitative assessment for all reporting units to estimate whether it is more likely than not that the fair value of each reporting unit was less than its carrying amount. In performing the quantitative assessment, we determined the fair value of the reporting units using both an income approach and a market approach. Under the income-based approach, we use a discounted cash flow model in which cash flows anticipated over several future periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate risk-adjusted rate of return. We use our internal forecasts to estimate future cash flows and include an estimate of long-term growth rates based on our most recent views of the long-term outlook. Actual results may differ materially from those used in our forecasts. The discount rate used in the discounted cash flow analysis reflects the risks inherent in the expected future cash flows. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple was determined which was applied to financial metrics to estimate the fair value. Estimating the fair value of the reporting units requires the use of estimates and significant judgments regarding future cash flows that are based on a number of factors including actual operating results, forecasted working capital, revenue, and spend targets, discount rate assumptions, and long-term growth rate assumptions. These estimates and judgments could adversely change in future periods and we cannot provide absolute assurance that all of the targets will be achieved, which could lead to future impairment charges. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of debt as of December 31, 2021 and 2020 is as follows (dollars in thousands): December 31, 2021 December 31, 2020 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - Gerber KBS $ 3,131 6.00% $ 1,099 6.00% Revolving Credit Facility - Gerber EBGL 1,652 6.00% 2,016 6.00% Revolving Credit Facility - SNB 7,016 2.60% 12,710 2.64% Total Short-term Revolving Credit Facility $ 11,799 3.98% $ 15,825 3.30% Gerber - Star Term Loan $ 1,070 6.25% $ 262 6.75% Premier - Term Loan — —% 419 5.75% Short-term debt and current portion of long-term debt $ 1,070 6.25% $ 681 6.13% Short-term Paycheck Protection Program Notes $ — —% $ 1,856 1.00% Total short-term debt and current portion of long-term debt $ 12,869 4.17% $ 18,362 3.17% Gerber - Star Term Loan $ — —% $ 1,058 6.75% Premier - Term Loan — —% 321 5.75% Long-term debt, net of current portion $ — —% $ 1,379 6.52% Long-term Paycheck Protection Program Notes $ — —% $ 2,321 1.00% Total long-term debt, net of current portion $ — —% $ 3,700 3.06% LSV Co-Invest I Promissory Note (“January Note”) $ — —% $ 709 12.00% LSV Co-Invest I Promissory Note (“June Note”) — —% 1,220 12.00% LSVM Note — —% 378 12.00% Total notes payable to related parties (1) $ — —% $ 2,307 12.00% Total debt $ 12,869 4.17% $ 24,369 3.99% (1) See Note 14. Related Party Transactions , for information regarding certain ATRM promissory notes. Term Loan Facilities As of December 31, 2021, the short-term debt includes $1.1 million of the Star term loan (as defined below), net of issuance costs. The following table presents the Star Loan balance net of unamortized debt issuance costs as of December 31, 2021, and 2020, respectively (in thousands): December 31, 2021 December 31, 2020 Amount Amount Gerber - Star Term Loan Principal $ 1,246 $ 1,633 Premier - Term Loan — 740 Total Principal 1,246 2,373 Unamortized debt issuance costs (176) (313) Total $ 1,070 $ 2,060 Sterling Credit Facility On March 29, 2019, the Company entered into a Loan and Security Agreement (the “SNB Loan Agreement”) by and among certain subsidiaries of the Company, as borrowers (collectively, the “SNB Borrowers”); the Company, as guarantor; and Sterling National Bank. The SNB Loan Agreement is a five-year credit facility maturing in March 2024, with a maximum credit amount of $20.0 million for revolving loans. Under the SNB Credit Facility, the SNB Borrowers can request the issuance of letters of credit in an aggregate amount not to exceed $0.5 million at any one time outstanding. The borrowings under the SNB Loan Agreement were classified as short-term obligations under GAAP as the agreement contained a subjective acceleration clause and required a lockbox arrangement whereby all receipts are swept daily to reduce borrowings outstanding. As of December 31, 2021, the Company had $0.1 million of letters of credit outstanding and had additional borrowing capacity of $2.5 million. At the SNB Borrowers’ option, the SNB Credit Facility will bear interest at either (i) a Floating LIBOR Rate, as defined in the SNB Loan Agreement, plus a margin of 2.50% per annum; or (ii) a Fixed LIBOR Rate, as defined in the SNB Loan Agreement, plus a margin of 2.25% per annum. Our floating rate on this facility at the end of 2021 was 2.60%. The SNB Loan Agreement also provides for certain fees payable to Sterling National Bank during its term including an unused line fee determined on a daily basis, in an amount equal to one-quarter of one percent (0.25%) per annum multiplied by the amount by which the SNB Loan Agreement credit limit exceeded the sum of the average daily outstanding amount and outstanding letters of credit. Given that only the assets of the Digirad Health businesses serve as collateral support for the SNB Credit Facility, distributions from this facility are restricted in their use. They must be used solely to finance these Healthcare businesses, unless there is $4.0 million or greater remaining in undrawn capacity after any distributions made to the parent company or other Star entities. On February 1, 2021, in connection with the closing of the sale of MDOS, we entered into a First Amendment to the SNB Loan Agreement pursuant to which SNB consented to the sale of MDOS and the Company’s name change from Digirad Corporation to Star Equity Holdings, Inc. On March 31, 2021, in connection with completing the sale of DMS Health, we entered into a Second Amendment to the SNB Loan Agreement pursuant to which SNB consented to the sale of DMS Health and its subsidiaries and required the principal to be paid down to $7.0 million. Financial covenants required that the SNB Borrowers maintain (a) a Fixed Charge Coverage Ratio as of the last day of such fiscal quarter to not be less than 1.25 to 1.0 and (b) a Leverage Ratio as of the last day of such fiscal quarter shall not be greater than 3.50 to 1.0. At December 31, 2021 and 2020, the Company was in compliance with all covenants. Construction Loan Agreements As of December 31, 2021, the Construction division had outstanding revolving lines of credit of approximately $4.8 million. Our Construction debt primarily included (i) $3.1 million principal outstanding on KBS’s $4.0 million revolving credit facility under the KBS Loan Agreement, with Gerber and (ii) $1.7 million principal outstanding on EBGL’s $3.0 million revolving credit facility, which was increased from $3.0 million to $4.0 million on July 30, 2021. As of December 31, 2021, the Construction division was at the maximum borrowing capacity under both revolving lines of credit, based on the inventory and accounts receivable on that day which fluctuates weekly. The Construction Loan Agreements contain cross default provisions and subjective acceleration clauses which may in the event of a material adverse event, as determined by Gerber, allow Gerber to declare the loans and all other obligations under the Construction Loan Agreements immediately due and payable or increase the interest rate at which loans and obligations under the Construction Loan Agreements bear interest. Each of the two Gerber credit facilities are backed by the assets of their respective borrower (KBS or EBGL), which serve as collateral support. Therefore, distributions from each facility are restricted in their use, as they must be used solely to finance the operations of their respective borrower. KBS Loan Agreement On February 23, 2016, ATRM, KBS, and Main Modular Haulers, Inc. entered into the KBS Loan Agreement with Gerber. The KBS Loan Agreement provides KBS with a revolving line of credit with borrowing availability of up to $4.0 million. Availability under the line of credit is based on a formula tied to KBS’s eligible accounts receivable, inventory and other collateral. The KBS Loan Agreement, which was scheduled to expire on February 22, 2018, has been automatically extended for successive one (1) year periods in accordance with its terms and is now scheduled to expire on February 22, 2023. The KBS Loan Agreement will be automatically extended for another one (1) year period unless a party thereto provides prior written notice of termination. As of December 31, 2021, neither party has provided notice of termination. Upon the final expiration of the term of the KBS Loan Agreement, the outstanding principal balance is payable in full. Borrowings bear interest at the prime rate plus 2.75%, equating to 6.00% at December 31, 2021, with interest payable monthly. The KBS Loan Agreement also provides for certain fees payable to Gerber during its term, including a 1.5% annual facilities fee and a 0.10% monthly collateral monitoring fee. KBS’s obligations under the KBS Loan Agreement are secured by all of its assets and are guaranteed by the Company. Financial covenants required that KBS maintain a post-tax net income (as defined in the KBS Loan Agreement) at least equal to (a) $385 thousand for the trailing 6-month period ending June 30, 2021 and $500 thousand for the trailing fiscal year end December 31, 2021 and a minimum EBITDA (as defined in the KBS Loan Agreement) at (a) June 30, 2021 to be more than $880 thousand or (b) fiscal year end December 31, 2021 to be more than $1.5 million. The borrowings under the KBS Loan Agreement were classified as short-term obligations under GAAP as the agreement contained a subjective acceleration clause and required a lockbox arrangement whereby all receipts are swept daily to reduce borrowings outstanding. At December 31, 2021, approximately $3.1 million was outstanding under the KBS Loan Agreement. On March 31, 2021, the parties to the KBS Loan Agreement have amended the KBS Loan Agreement to provide for increased availability under the KBS Loan Agreement to KBS under certain circumstances, including for new equipment additions, and certain other changes, as well as a waiver of certain covenants. As of December 31, 2021 and 2020, KBS was not in compliance with the financial covenants. The occurrence of any unrectifiable event of default under the KBS Loan Agreement may result in KBS’s obligations under the KBS Loan Agreement becoming immediately due and payable. In all prior periods and as of December 31, 2021, we obtained a waiver from Gerber for financial covenant breaches. However, there can be no assurance that we will be able to obtain such waivers in the event of future financial covenant violations. On March 8, 2022, the borrowers under the KBS Loan Agreement entered into the Nineteenth Amendment to KBS Loan Agreement to amend the financial covenants to require that KBS maintain (a) a net cash income (as defined in the KBS Loan Agreement) of at least equal to no less than $0 for the trailing 6-month period ending June 30, 2022 and be no less than $500,000 for the trailing fiscal year ending December 31, 2022 and (b) a minimum EBITDA (as defined in the KBS Loan Agreement) no less than $0 as of June 30, 2022 and no less than $850,000 as of the fiscal year ending December 31, 2022, as well as a waiver of certain covenants as of December 31, 2021. EBGL Premier Note On June 30, 2017, EdgeBuilder and Glenbrook (together, EBGL) entered into a Revolving Credit Loan Agreement (as amended, the Premier Loan Agreement with Premier Bank (“Premier”) providing EBGL with a working capital line of credit of up to $3.0 million. Availability under the Premier Loan Agreement is based on a formula tied to EBGL’s eligible accounts receivable, inventory and equipment, and borrowings bear interest at the prime rate plus 1.50%, with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the Premier Loan Agreement. The Premier Loan Agreement also provides for certain fees payable to Premier during its term. The initial term of the Premier Loan Agreement was scheduled to expire on June 30, 2018, but was extended multiple times by Premier through January 31, 2023. EBGL’s obligations under the Premier Loan Agreement are secured by all of their inventory, equipment, accounts and other intangibles, fixtures and all proceeds of the foregoing. On January 31, 2020, EBGL entered into an Extension and Modification Agreement (the “Modification Agreement”) with Premier that modified the terms of the Revolving Credit Promissory Note (the “Premier Note”). Pursuant to the Modification Agreement, the amount of indebtedness evidenced by the Premier Note was reduced to $1.0 million, and the Premier Note was modified to: (a) extend the Final Maturity Date (as defined in the Premier Note) of the Premier Note to January 31, 2023, and (b) set the interest that the Premier Note would bear at 5.75% per annum. EBGL’s obligations under the Premier Loan Agreement were secured by all of its assets. All obligations under the Premier Loan Agreement were repaid in full in the second quarter of 2021 and no amount remains outstanding as of December 31, 2021. In exchange Premier terminated all of its security interests in the assets of EBGL. Gerber Star Loan On January 31, 2020, SRE, 947 Waterford Road, LLC (“947 Waterford”), 300 Park Street, LLC (“300 Park”), and 56 Mechanic Falls Road, LLC (“56 Mechanic” and together with SRE, 947 Waterford, and 300 Park, (the “Star Borrowers”), each an Investments subsidiary, and the Company, ATRM, KBS, EdgeBuilder, and Glenbrook (collectively, the “Star Credit Parties”), entered into the Star Loan Agreement with Gerber providing the Star Borrowers with a credit facility with borrowing availability of up to $2.5 million ($2.0 million and $0.5 million to KBS and EBGL, respectively) or the Star Loan. The advance of $2.0 million to KBS is to be repaid in monthly installments of sixty (60) consecutive equal payments. The advance of $0.5 million to EBGL, which has been temporarily increased by $0.3 million due to be repaid on April 30, 2020, was to be repaid in monthly installments of twelve (12) consecutive equal payments. The Star Loan matures on the earlier of (a) January 1, 2025 or (b) the termination, the maturity or repayment of the EBGL Loan. Availability under the Star Loan Agreement was based on a formula tied to the value of real estate owned by the Star Borrowers, and borrowings bear interest at the prime rate plus 3.5% per annum. The Star Loan also provides for certain fees payable to Gerber during its term, including a 1.5% annual facilities fee and a 0.10% monthly collateral monitoring fee. On February 20, 2020, the Star Borrowers entered into a First Amendment to Loan and Security Agreement (the “First Star Amendment”) with Gerber that amended the Star Loan Agreement in order to (i) temporarily advance $0.3 million to EBGL, which amount is to be repaid to Gerber on or before April 30, 2020; (ii) clarify that Gerber can make multiple advances under the Star Loan Agreement, and (iii) to correct the maturity date of the Star Loan. On April 30, 2020, the Star Borrowers entered into a Second Amendment to Loan and Security Agreement (the “Second Star Amendment”) with Gerber that amended the Star Loan Agreement in order to change terms of repayment for the advance of $0.3 million to EBGL provided for under the First Star Amendment. Under the terms of the Second Star Amendment, the advance of $0.3 million to EBGL was to be repaid in three (3) consecutive equal monthly installments on the thirtieth (30th) day in each calendar month, commencing May 30, 2020, and in a final installment on or before July 31, 2020. As of September 30, 2020, EBGL had repaid the $0.3 million in full to Gerber. The obligations of the Star Borrowers under the Star Loan Agreement are guaranteed by the Star Credit Parties and are secured by substantially all the assets of the Star Borrowers and the Star Credit Parties. Contemporaneously with the execution and delivery of the Star Loan Agreement, Jeffrey E. Eberwein, the Executive Chairman, executed and delivered a Guaranty (the “Gerber Eberwein Guaranty”) to Gerber, pursuant to which he guaranteed the performance of all the Star Borrowers’ obligations to Gerber. Mr. Eberwein’s obligations under the Gerber Eberwein Guaranty are limited in the aggregate to the amount of (a) $2.5 million, plus (b) costs of Gerber incidental to the enforcement of the Gerber Eberwein Guaranty or any guaranteed obligations. On February 26, 2021, the Star Borrowers entered into a Third Amendment to the Star Loan Agreement (the “Third Star Amendment”) with Gerber that amended the contract rate to prime rate plus 3% and discharged the $2.5 million Gerber Eberwein Guaranty. The financial covenants under the Star Loan Agreement include maintenance of a Debt Service Coverage Ratio of not less than 1:00 to 1:00, as defined in the Star Loan Agreement, as of December 31, 2021. The occurrence of any event of default under the Star Loan Agreements may result in the obligations of the Star Borrowers becoming immediately due and payable. As of December 31, 2021 and 2020, we were in compliance with the annual financial covenants. As of December 31, 2021, $1.1 million was outstanding under the Star Loan Agreement. The borrowings under the Star Loan Agreement were classified as short-term obligations under GAAP, because the borrowings under the EBGL Loan Agreement were classified as short-term obligations under GAAP given the EBGL and KBS Loan Agreements contain a subjective acceleration clause and require a lockbox arrangement whereby all receipts are swept daily to reduce borrowings outstanding. Accordingly, if (i) a material adverse effect may be seen to have occurred, (ii) Gerber in its discretion deems a EBGL Loan Agreement default occurred, and (iii) the proceeds swept are insufficient to pay the balance outstanding, Gerber may then demand all obligations under the Star Loan Agreement immediately due and payable due to cross-default provision, occurring within the Star Loan Agreement. Since a material event can occur at any time, all obligations under the Star Loan Agreement, EBGL Loan Agreement and KBS Loan Agreement are classified as short-term obligations. Gerber EBGL Loans On January 31, 2020, EdgeBuilder and Glenbrook (the “EBGL Borrowers”), each a Construction Subsidiary, and the Company, 947 Waterford, 300 Park, 56 Mechanic, ATRM, and KBS (collectively, the “EBGL Credit Parties”), entered into a Loan and Security Agreement (the “EBGL Loan Agreement”) with Gerber providing the EBGL Borrowers with a credit facility with borrowing availability of up to $3.0 million (the “EBGL Loan”). On March 5, 2020, the EBGL Borrowers entered into a First Amendment to Loan and Security Agreement (the “First EBGL Amendment”) with Gerber that amended the EBGL Loan Agreement and the KBS Loan Agreement to include a pledge $0.3 million of cash collateral by Lone Star Value Investors (“LSVI”) under the EBGL Loan Agreement which, prior to the First EBGL Amendment, was pledged by LSVI in connection with the KBS Loan Agreement. On July 1, 2020, the EBGL Borrowers entered into a Second Amendment that terminated the pledge of $0.3 million in cash collateral. On February 26, 2021, the EBGL Borrowers entered into a Third Amendment to the EBGL Loan Agreement (the “Third EBGL Amendment”), pursuant to which the Company and Gerber eliminated the minimum leverage ratio covenant, lowered the minimum EBITDA, and required the borrowers to not incur a net operating loss on bi-annual basis. The Third EBGL Amendment also discharged the EBGL Eberwein Guaranty described below. As of December 31, 2021, $1.7 million was outstanding under the EBGL Loan. Availability under the EBGL Loan Agreement was also based on a formula tied to the EBGL Borrowers’ eligible accounts receivable and inventory, and borrowings bear interest at the prime rate plus 2.75% per annum. The EBGL Loan Agreement also provides for certain fees payable to Gerber during its term, including a 1.5% annual facilities fee and a 0.10% monthly collateral monitoring fee. EBGL’s obligations under the Premier Loan Agreement are secured by all of its assets. The EBGL Loan Agreement also provided for certain fees payable to Gerber during its terms. The EBGL Loan matures on the earlier of (a) January 1, 2023, unless extended, or (b) the termination, the maturity or repayment of the Star Loan. The maturity of the EBGL Loan is automatically extended for successive periods of one (1) year each unless terminated by Gerber or the EBGL Borrowers. The borrowings under the EBGL Loan Agreement were classified as short-term obligations under GAAP as the agreement contained a subjective acceleration clause and required a lockbox arrangement whereby all receipts are swept daily to reduce borrowings outstanding. The obligations of the EBGL Borrowers under the EBGL Loan Agreement are guaranteed by the EBGL Credit Parties and are secured by substantially all the assets of the EBGL Borrowers and the EBGL Credit Parties. On March 5, 2020, contemporaneously with the execution and delivery of the First EBGL Amendment, Mr. Eberwein, executed and delivered a Guaranty (the “EBGL Eberwein Guaranty”) to Gerber which he guaranteed the performance of all the EBGL Borrowers’ obligations to Gerber under the EBGL Loan Agreement, including the full payment of all indebtedness owing by the EBGL Borrowers to Gerber in connection with the EBGL Loan Agreement and related financing documents. Mr. Eberwein’s obligations under the EBGL Eberwein Guaranty are limited in the aggregate to the amount of (a) $0.5 million, plus (b) costs of Gerber incidental to the enforcement of the EBGL Eberwein Guaranty or any guaranteed obligations. On July 30, 2021, the EBGL Borrowers entered into a Fourth Amendment to the EBGL Loan Agreement (the “Fourth EBGL Amendment”) with Gerber, which increased the eligible inventory and the maximum borrowing limit from $3.0 million to $4.0 million. The financial covenants under the EBGL Loan Agreement include maintenance of a minimum EBITDA and no net operating loss, as defined in the EBGL Loan Agreement, for the six months ended June 30, 2021 and for the year ended December 31, 2021. The occurrence of any event of default under the EBGL Loan Agreement and certain events of default under the KBS Loan Agreement may result in the obligations of the EBGL Borrowers becoming immediately due and payable. As of December 31, 2021, no event of default was deemed to have occurred and EBGL was in compliance with the bi-annual financial covenants under the EBGL Loan Agreement. On October 21, 2021, the EBGL Borrowers entered into the Fifth Amendment to the EBGL Loan Agreement (the “Fifth EBGL Amendment”) with Gerber to amend the definition of “Reserves” to include a minimum amount, subsequent to Glenbrook Building Supply, Inc. entering a new lease for a larger property. On January 20, 2022, the EBGL Borrowers entered into the Sixth Amendment to the EBGL Loan Agreement (the “Sixth EBGL Amendment”) with Gerber and reduced the minimum average monthly loan amount to 25% of the $4.0 million maximum revolving amount. On March 8, 2022, the EBGL Borrowers entered into the Seventh Amendment to the EBGL Loan Agreement (the “Seventh EBGL Amendment”) with Gerber to amend and lower the financial covenants to require that EBGL maintain (a) a lower net cash income (as defined in the EBGL Loan Agreement) at least equal to no less than $0 for the trailing 6-month period ending June 30, 2022 and no less than $1,000,000 for the trailing fiscal year end December 31, 2022 and (b) a reduced minimum EBITDA (as defined in the EBGL Loan Agreement) to be no less than $0 as of June 30, 2022 and no less than $1,000,000 as of the fiscal year ending December 31, 2022. Paycheck Protection Program From April 2020 through May 2020, the Company and its subsidiaries received $6.7 million of loans under the Paycheck Protection Program (“PPP”). On April 30, 2020, each of KBS, EdgeBuilder and Glenbrook executed a separate promissory note evidencing unsecured loans under the Paycheck Protection Program (the “PPP”). The promissory note executed by KBS is for $0.8 million (the “KBS Note”), the promissory note executed by EdgeBuilder is for $0.2 million (the “EdgeBuilder Note”) and the promissory note executed by Glenbrook is for $0.2 million (the “Glenbrook Note”). The KBS Note, the EdgeBuilder Note and the Glenbrook Note, each dated April 30, 2020, are referred to together as the “Construction Notes”. On May 11, 2020, the Company and each of Digirad Imaging Solutions, Inc. (“DIS”), DMS Imaging, Inc. (“DMS Imaging”) and DMS Health, each a direct or indirect wholly owned subsidiary of the Company, executed a separate promissory note evidencing unsecured loans under the PPP. The promissory note executed by the Company, dated May 7, 2020, is for $0.8 million (the “Company Note”); the promissory note executed by DIS, dated May 5, 2020, is for $3.0 million (the “DIS Note”); the promissory note executed by DMS Imaging, dated May 5, 2020, is for $1.6 million (the “DMS Imaging Note”) and the promissory note executed by DMS Health, dated May 7, 2020, is for $0.1 million (the “DMS Health Note”). The Company Note, the DIS Note, the DMS Imaging Note, and the DMS Health Note are referred to together as the “Healthcare Notes”. The Construction Notes and the Healthcare Notes are referred to collectively as the “PPP Notes” and each promissory note individually as a “PPP Note”. The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The loans evidenced by the Construction Notes were made through Bremer Bank (“Bremer”) as lender, and the loans evidenced by the Healthcare Notes were made through Sterling as lender. The loans evidenced by the PPP Notes (the “PPP Loans”) have two-year terms and bear interest at a rate of 1.00% per annum. Monthly principal and interest payments under the PPP Loans are deferred until repaid. Under the terms of the CARES Act, recipients of loans under the PPP could apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness would be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and certain other eligible costs. Even if forgiveness is granted the PPP Loans may remain subject to review and audit for up to six (6) years. During fiscal year 2020 and 2021, the Company applied for forgiveness on all PPP Loans. As of December 31, 2021, all PPP Loans were forgiven, resulting in a gain of $4.2 million in 2021 and $2.5 million in 2020, thus, the Company has no PPP Loans outstanding. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, we have been and will likely continue to be subject to other litigation or administrative proceedings incidental to our business, such as claims related to compliance with regulatory standards. customer disputes, employment practices, wage and hour disputes, product liability, professional liability, malpractice liability, commercial disputes, licensure restrictions or denials, and warranty or patent infringement. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters and currently do not expect that the resolution of these matters will have a material adverse effect on our financial position or results of operations. The outcome of litigation and the amount or range of potential loss at particular points in time may be difficult to ascertain. Among other things, uncertainties can include how trial and appellate courts will apply the law and interpret facts, as well as the contractual and statutory obligations of other indemnifying and insuring parties. The estimated range of reasonably possible losses, and their effect on our financial position is based upon currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties. On December 27, 2021, the Company reached a settlement in the matter of Kiefer v. Heart of Georgia, et al, GA State Ct. (“Kiefer”), where a judgment for wrongful death and medical expenses in the amount of $4.96 million was entered on October 4, 2021 against a prior employee of Diagnostic Imaging Services, which employee Diagnostic Imaging Services contractually indemnified. The plaintiff’s original complaint was filed April 19, 2018, regarding events occurring on October 12, 2015. A settlement agreement resulted in the payment of $0.1 million by the Company on December 20, 2021. Following such payment, Diagnostic Imaging Services was released from any claims, damages, rights and causes of action. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Lessee We have operating and finance leases for corporate offices, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases and some of which include options to terminate the leases within 1 year. Operating leases are included separately in the Consolidated Balance Sheets as operating lease right-of-use assets, net and finance lease assets are included in property and equipment other current liabilities other liabilities As noted in the Note 2. Basis of Presentation and Significant Accounting Policies, we revised our operating lease right-of-use assets and operating lease liabilities in the accompanying Consolidated Balance Sheets, as of December 31, 2020. As a result of this revision, our disclosure of weighted average remaining lease terms and discount rate were revised. The adjustments had no effect on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows for the periods presented. The components of lease expense for the years ended December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, Operating lease cost $ 1,429 $ 1,303 Finance lease cost: Amortization of finance lease assets $ 476 $ 463 Interest on finance lease liabilities 81 92 Total finance lease cost $ 557 $ 555 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 $ 1,197 $ 1,201 Operating cash flows from finance leases $ 81 $ 92 Financing cash flows from finance leases $ 669 $ 588 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 3,035 $ 1,762 Finance leases $ 509 $ 579 Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, Operating lease right-of-use assets, net (2) $ 4,494 $ 2,935 Operating lease liabilities (2) $ 1,253 $ 1,278 Operating lease liabilities, net of current (2) 3,299 1,727 Total operating lease liabilities $ 4,552 $ 3,005 Finance lease assets $ 2,901 $ 2,765 Finance lease accumulated amortization (1,377) (791) Total finance lease assets, net $ 1,524 $ 1,974 Finance lease liabilities (1) $ 588 $ 594 Finance lease liabilities, net of current (1) 706 937 Total finance lease liabilities $ 1,294 $ 1,531 Weighted-Average Remaining Lease Term (in years) Operating leases 3.9 3.0 Finance leases 2.6 2.8 Weighted-Average Discount Rate Operating leases 4.23 % 4.73 % Finance leases 5.05 % 6.44 % (1) Finance leases are recorded in other current and long-term liabilities as of December 31, 2021 and 2020. (2) The increase of $1.6 million was primarily related to lease extensions for our EBGL facilities and Diagnostic Services hubs. 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, 2021 were as follows (in thousands): Operating Finance 2022 $ 1,417 $ 635 2023 1,252 406 2024 1,126 251 2025 658 83 Thereafter 496 — Total future minimum lease payments 4,949 1,375 Less amounts representing interest (397) (81) Present value of lease obligations $ 4,552 $ 1,294 Lessor |
Leases | Leases Lessee We have operating and finance leases for corporate offices, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases and some of which include options to terminate the leases within 1 year. Operating leases are included separately in the Consolidated Balance Sheets as operating lease right-of-use assets, net and finance lease assets are included in property and equipment other current liabilities other liabilities As noted in the Note 2. Basis of Presentation and Significant Accounting Policies, we revised our operating lease right-of-use assets and operating lease liabilities in the accompanying Consolidated Balance Sheets, as of December 31, 2020. As a result of this revision, our disclosure of weighted average remaining lease terms and discount rate were revised. The adjustments had no effect on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows for the periods presented. The components of lease expense for the years ended December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, Operating lease cost $ 1,429 $ 1,303 Finance lease cost: Amortization of finance lease assets $ 476 $ 463 Interest on finance lease liabilities 81 92 Total finance lease cost $ 557 $ 555 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 $ 1,197 $ 1,201 Operating cash flows from finance leases $ 81 $ 92 Financing cash flows from finance leases $ 669 $ 588 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 3,035 $ 1,762 Finance leases $ 509 $ 579 Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, Operating lease right-of-use assets, net (2) $ 4,494 $ 2,935 Operating lease liabilities (2) $ 1,253 $ 1,278 Operating lease liabilities, net of current (2) 3,299 1,727 Total operating lease liabilities $ 4,552 $ 3,005 Finance lease assets $ 2,901 $ 2,765 Finance lease accumulated amortization (1,377) (791) Total finance lease assets, net $ 1,524 $ 1,974 Finance lease liabilities (1) $ 588 $ 594 Finance lease liabilities, net of current (1) 706 937 Total finance lease liabilities $ 1,294 $ 1,531 Weighted-Average Remaining Lease Term (in years) Operating leases 3.9 3.0 Finance leases 2.6 2.8 Weighted-Average Discount Rate Operating leases 4.23 % 4.73 % Finance leases 5.05 % 6.44 % (1) Finance leases are recorded in other current and long-term liabilities as of December 31, 2021 and 2020. (2) The increase of $1.6 million was primarily related to lease extensions for our EBGL facilities and Diagnostic Services hubs. 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, 2021 were as follows (in thousands): Operating Finance 2022 $ 1,417 $ 635 2023 1,252 406 2024 1,126 251 2025 658 83 Thereafter 496 — Total future minimum lease payments 4,949 1,375 Less amounts representing interest (397) (81) Present value of lease obligations $ 4,552 $ 1,294 Lessor |
Leases | Leases Lessee We have operating and finance leases for corporate offices, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases and some of which include options to terminate the leases within 1 year. Operating leases are included separately in the Consolidated Balance Sheets as operating lease right-of-use assets, net and finance lease assets are included in property and equipment other current liabilities other liabilities As noted in the Note 2. Basis of Presentation and Significant Accounting Policies, we revised our operating lease right-of-use assets and operating lease liabilities in the accompanying Consolidated Balance Sheets, as of December 31, 2020. As a result of this revision, our disclosure of weighted average remaining lease terms and discount rate were revised. The adjustments had no effect on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows for the periods presented. The components of lease expense for the years ended December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, Operating lease cost $ 1,429 $ 1,303 Finance lease cost: Amortization of finance lease assets $ 476 $ 463 Interest on finance lease liabilities 81 92 Total finance lease cost $ 557 $ 555 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 $ 1,197 $ 1,201 Operating cash flows from finance leases $ 81 $ 92 Financing cash flows from finance leases $ 669 $ 588 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 3,035 $ 1,762 Finance leases $ 509 $ 579 Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, Operating lease right-of-use assets, net (2) $ 4,494 $ 2,935 Operating lease liabilities (2) $ 1,253 $ 1,278 Operating lease liabilities, net of current (2) 3,299 1,727 Total operating lease liabilities $ 4,552 $ 3,005 Finance lease assets $ 2,901 $ 2,765 Finance lease accumulated amortization (1,377) (791) Total finance lease assets, net $ 1,524 $ 1,974 Finance lease liabilities (1) $ 588 $ 594 Finance lease liabilities, net of current (1) 706 937 Total finance lease liabilities $ 1,294 $ 1,531 Weighted-Average Remaining Lease Term (in years) Operating leases 3.9 3.0 Finance leases 2.6 2.8 Weighted-Average Discount Rate Operating leases 4.23 % 4.73 % Finance leases 5.05 % 6.44 % (1) Finance leases are recorded in other current and long-term liabilities as of December 31, 2021 and 2020. (2) The increase of $1.6 million was primarily related to lease extensions for our EBGL facilities and Diagnostic Services hubs. 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, 2021 were as follows (in thousands): Operating Finance 2022 $ 1,417 $ 635 2023 1,252 406 2024 1,126 251 2025 658 83 Thereafter 496 — Total future minimum lease payments 4,949 1,375 Less amounts representing interest (397) (81) Present value of lease obligations $ 4,552 $ 1,294 Lessor |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share Based Compensation | Share-Based CompensationAt December 31, 2021, we have 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 the Board of Directors. Stock options typically vest over the requisite service period of one seven one that remained available for grant under the 2014 Equity Incentive Award Plan (the “2014 Plan”) as of the effective date of the 2018 Plan, plus (ii) any shares of common stock under the 2014 Plan that are forfeited, expire, or are canceled. As of December 31, 2021, the number of shares provided for issuance under the 2018 Plan due to unissued, forfeited, expired, and canceled shares under the 2014 Plan was 59,620 shares. 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, 2021 and 2020. A summary of our stock option award activity as of and for the year ended December 31, 2021 is as follows (in thousands, except per share data): Number of Weighted- Weighted- Aggregate Intrinsic Value Options outstanding at December 31, 2020 35 $ 36.83 Options expired (29) $ 33.88 Options outstanding at December 31, 2021 6 $ 51.20 4.09 $ — Options exercisable at December 31, 2021 6 $ 51.20 4.09 $ — At December 31, 2021, 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, 2021 and 2020, 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 $2.85 per share during the year ended December 31, 2021. A summary of our restricted stock unit activity as of and for the year ended December 31, 2021 is as follows (in thousands, except per share data): Number of Weighted-Average Non-vested restricted stock units outstanding at December 31, 2020 34 $ 12.39 Adjusted non-vested restricted stock units 76 $ 2.71 Granted 259 $ 2.85 Forfeited — $ 20.50 Vested (107) $ 5.28 Non-vested restricted stock units outstanding at December 31, 2021 262 $ 3.01 The following table summarizes information about restricted stock units that vested during the years ended December 31, 2021 and 2020 based on service conditions (in thousands): Year Ended December 31, 2021 2020 Fair value on vesting date of vested restricted stock units $ 313 $ 159 At December 31, 2021, total unrecognized compensation cost related to non-vested restricted stock units was $0.5 million, which is expected to be recognized over a weighted-average period of 1.8 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, 2021 and 2020 was allocated as follows (in thousands): Year Ended December 31, 2021 2020 Cost of revenues $ 11 $ 27 Selling, general and administrative 514 483 Total share-based compensation expense $ 525 $ 510 Share-based compensation expense for the years ended December 31, 2021 and 2020 was $0.5 million and $0.5 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 are as follows (in thousands): Year Ended December 31, 2021 2020 Current provision: Federal $ 4 $ — State 20 89 Total current provision 24 89 Deferred provision: Federal 6 21 State 30 19 Total deferred provision 36 40 Total income tax provision $ 60 $ 129 Intraperiod allocation rules require us to allocate our provision for income taxes between continuing operations and other categories or comprehensive income (loss) such as discontinued operations. As described in Note 3. Discontinued Operations, the results of our Mobile Healthcare reportable segment have been reported as discontinued operations for the current and prior year. As a result of the intraperiod allocation rules, for the years ended December 31, 2021 and 2020, the Company recorded a tax expense of $79 thousand and a benefit of $22 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, 2021 and 2020 as follows: Year Ended December 31, 2021 2020 Income tax expense at statutory federal rate 21.0 % 21.0 % State income tax expense, net of federal benefit (0.7) % 0.4 % Permanent differences and other 5.6 % (11.7) % PPP Loan Forgiveness 10.5 % 12.8 % Revaluation of deferred taxes due to change in effective state tax rates 2.4 % (1.1) % Expiration of net operating loss and tax credit carryovers (40.6) % (47.4) % Stock compensation (0.9) % (1.3) % Reserve for uncertain tax positions and other reserves 2.6 % 4.0 % Change in valuation allowance (0.6) % 20.1 % Provision for income taxes (0.7) % (3.2) % Our net deferred tax assets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 19,651 $ 22,614 Research and development and other credits 72 72 Reserves 477 363 Operating lease liabilities 2,068 2,619 Interest carryover 22 14 Other, net 785 1,183 Total deferred tax assets 23,075 26,865 Deferred tax liabilities: Fixed assets and other (316) (1,342) Right of use assets (1,974) (2,534) Intangibles (2,850) (4,128) Total deferred tax liabilities (5,140) (8,004) Valuation allowance for deferred tax assets (18,007) (18,912) Net deferred tax liabilities $ (72) $ (51) 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, 2021, as a result of a three-year cumulative loss and recent events, we concluded that a full valuation allowance was necessary to offset 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, 2021 is $18.0 million, offsetting the Company’s deferred tax assets. 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, 2021, we had federal and state income tax net operating loss carryforwards after estimated section 382 limitations of $79.1 million and $50.4 million, respectively. Pre-2018 federal loss carryforwards began to expire in 2021 unless previously utilized. Federal and state loss carryforwards of approximately $15.6 million and $1.3 million expired in 2021, and approximately $16.0 million of federal net operating losses and $2.6 million of state net operating losses are set to expire in 2022, unless previously utilized. We also have federal and California research and other credit carryforwards of approximately $0.4 million and $2.1 million, respectively, as of December 31, 2021. The federal credits began to expire in 2021. The California research credits have no expiration. Pursuant to Internal Revenue 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%. As of December 31, 2021, the Company has not experienced a change in ownership greater than 50%; however, some of the tax attributes acquired with the DMS Health businesses are subject to such limitations due to ownership changes of greater than 50% that may have occurred or which may occur in the future. A valuation allowance has been recognized to offset the deferred tax assets, as realization of such assets has not met the “more likely than not” threshold required under the authoritative guidance of accounting for income taxes. In addition, the net operating losses acquired in the ATRM acquisition are also limited under Internal Revenue Code Section 382. The following table summarizes the activity related to our unrecognized tax benefits for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Balance at beginning of year $ 2,778 $ 2,941 Expiration of the statute of limitations for the assessment of taxes (217) (163) Balance at end of year $ 2,561 $ 2,778 Included in the unrecognized tax benefits of $2.6 million at December 31, 2021 was $2.1 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, 2021 | |
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 $0.2 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Related Party Transactions Eberwein Guarantees SNB On March 29, 2019, in connection with the Company’s entry into the SNB Loan Agreement, Mr. Eberwein, the Executive Chairman, entered into the Limited Guaranty Agreement (the “SNB Eberwein Guaranty”) with SNB pursuant to which he guaranteed to SNB the prompt performance of all the SNB Borrowers’ obligations to SNB under the SNB Loan Agreement, including the full payment of all indebtedness owing by Borrowers to SNB. Mr. Eberwein’s obligations under the SNB Eberwein Guaranty are limited in the aggregate to the amount of (a) $1.5 million, plus (b) reasonable costs and expenses of SNB incurred in connection with the SNB Eberwein Guaranty. Mr. Eberwein’s obligations under the SNB Eberwein Guaranty terminate upon the Company and Borrowers achieving certain milestones set forth in the SNB Loan Agreement. Gerber On March 5, 2020, contemporaneously with the execution and delivery of the First EBGL Amendment, Mr. Eberwein, executed and delivered the EBGL Eberwein Guaranty to Gerber pursuant to which he guaranteed the performance of all the EBGL Borrowers’ obligations to Gerber under the EBGL Loan Agreement, including the full payment of all indebtedness owing by the EBGL Borrowers to Gerber in connection with the EBGL Loan Agreement and related financing documents. Mr. Eberwein’s obligations under the EBGL Eberwein Guaranty were limited in the aggregate to the amount of (a) $0.5 million, plus (b) costs of Gerber incidental to the enforcement of the EBGL Eberwein Guaranty or any guaranteed obligations. On February 26, 2021, the Third EBGL Amendment discharged the EBGL Eberwein Guaranty and removed Mr. Eberwein as an ancillary guarantor from the EBGL Loan Agreement. Premier As a condition to the Premier Loan Agreement, Mr. Eberwein entered into a guaranty in favor of Premier, absolutely and unconditionally guaranteeing all of the borrowers’ obligations thereunder. As of May 26, 2021, all obligation under the Premier Loan Agreement have been repaid in full and no amount remains outstanding and Premier discharged Mr. Eberwein’s guaranty. Star Equity Holding, Inc. Jeffrey E. Eberwein, the Executive Chairman, was also the Chief Executive Officer of LSVM prior to its dissolution. LSVM was the investment manager of LSVI, now dissolved, and Lone Star Value Co-Invest I, LP (“LSV Co-Invest I”). Mr. Eberwein was also the sole manager of Lone Star Value Investors GP, LLC (“LSV GP”), the general partner of LSVI and LSV Co-Invest I, and the sole owner of LSV Co-Invest I, and over 25% owner of LSVI. LSVM was a wholly owned subsidiary of Star Equity and was dissolved as of December 31, 2021. As of December 31, 2021, Mr. Eberwein owned approximately 14.6% of the outstanding Star Equity common stock and 1,289,978 shares of preferred stock. On July 10, 2020, Star Equity authorized LSVI to initiate a pro-rata distribution to its partners of an aggregate of 300,000 shares of Company Preferred Stock at $10 per share, which was finalized by the Company's transfer agent on July 22, 2020 (the "Distribution"). Private Placement On December 10, 2021, the Company entered into a securities purchase agreement with its Executive Chairman, Jeffery E. Eberwein, relating to the issuance and sale of 650,000 shares of our common stock at a purchase price of $3.25 per share pursuant to a private placement. Put Option Agreement In addition, prior to the effective time of the ATRM acquisition, the Company entered into a put option purchase agreement with Mr. Eberwein, pursuant to which the Company has the right to require Mr. Eberwein to acquire up to 100,000 shares of Company Preferred Stock at a price of $10.00 per share for aggregate proceeds of up to $1.0 million at any time, in the Company’s discretion, during the 12 months following the effective time of the ATRM acquisition (the “Issuance Option”). In March 2020, Mr. Eberwein extended the Issuance Option through June 30, 2021. As of December 31, 2021, these put options expired un-exercised. ATRM Notes Payable ATRM had the following related party promissory notes (the “ATRM Notes”) outstanding as of December 31, 2020, which were repaid in full during April 2021 using proceeds from the DMS Sale Transaction: (i) Unsecured promissory note (principal amount of $0.7 million payable to LSV Co-Invest I), with interest payable semi-annually at a rate of 10.0% per annum (LSV Co-Invest I may elect to receive interest in-kind at a rate of 12.0% per annum), with any unpaid principal and interest previously due on January 12, 2020 (the “January Note”), subsequently extended to June 30, 2022. (ii) Unsecured promissory note (principal amount of $1.2 million payable to LSV Co-Invest I), with interest payable semi-annually at a rate of 10.0% per annum (LSV Co-Invest I may elect to receive interest in-kind at a rate of 12.0% per annum), with any unpaid principal and interest previously due on June 1, 2020 (the “June Note”), subsequently extended to June 30, 2022. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | Segments Our three business divisions are organized into the following four reportable segments: 1. Diagnostic Services 2. Diagnostic Imaging 3. Construction 4. Investments Diagnostic Services. Through Diagnostic Services, we offer a convenient and economically efficient imaging services program as an alternative to purchasing equipment or outsourcing the procedures to another physician or imaging center. For physicians who wish to perform nuclear imaging, echocardiography, vascular or general ultrasound tests, we provide imaging systems, qualified personnel, radiopharmaceuticals, licensing services, and the logistics required to perform imaging in their own offices, and thereby the ability to bill Medicare, Medicaid, or one of the third-party healthcare insurers directly for those services, which are primarily cardiac in nature. We provide imaging services primarily to cardiologists, internal medicine physicians, and family practice doctors who typically enter annual contracts for a set number of days ranging from once per month to five times per week. Diagnostic Imaging. Through Diagnostic Imaging, we sell our internally developed solid-state gamma cameras, imaging systems and camera maintenance contracts. Our imaging systems include nuclear cardiac imaging systems, as well as general purpose nuclear imaging systems. We sell our imaging systems to physician offices and hospitals primarily in the United States, although we have sold a small number of imaging systems internationally. 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. Through this segment, we hold significant real estate assets that we acquire and we also manage the Company’s minority investments. We expect the Investments segment to assist in making strategic investments, some of which may produce potential acquisition targets for us. 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) excluding goodwill impairment. 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 and healthcare corporate costs have been allocated within Diagnostic Services and Diagnostic Imaging. Prior period presentation previously disclosed conforms to current year presentation. Segment information for the years ended December 31, 2021 and 2020 is as follows (in thousands): Year ended December 31, 2021 2020 Revenue by segment: Diagnostic Services $ 43,765 $ 39,267 Diagnostic Imaging 14,791 9,965 Construction 48,003 28,879 Investments — 52 Consolidated revenue $ 106,559 $ 78,163 Gross profit (loss) by segment: Diagnostic Services $ 7,364 $ 6,758 Diagnostic Imaging 5,095 3,391 Construction 3,008 4,047 Investments (227) (209) Consolidated gross profit $ 15,240 $ 13,987 Income (loss) from operations by segment: Diagnostic Services $ 1,673 $ (919) Diagnostic Imaging 252 (820) Construction (4,322) (2,981) Investments (255) (363) Star equity corporate and other expenses (2) (5,584) (1,689) Segment loss from operations (8,236) (6,772) Goodwill impairment (1) (3,359) (436) Consolidated loss from operations $ (11,595) $ (7,208) Depreciation and amortization by segment: Diagnostic Services $ 1,103 $ 1,222 Diagnostic Imaging 212 260 Construction 1,931 2,172 Investments 226 282 Total depreciation and amortization $ 3,472 $ 3,936 (1) Reflects impairment of goodwill related to the Construction division. (2) Prior year unallocated corporate expenses and other expenses of $9.5 million were reclassified to reflect the current year allocation methodology. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Variable Interest Entity | Variable Interest Entity VIE in which we are not the Primary Beneficiary We have an investment in a VIE of $0.3 million, recorded in Other Assets, in which we are not the primary beneficiary. This VIE is a small private company that is primarily involved in research related to new heart imaging technologies. We have determined that the governance structures of this entity does not allow us to direct the activities that would significantly affect their economic performance. Therefore, we are not the primary beneficiary, and the results of operations and financial position of the VIE are not included in our consolidated financial statements. We account for this investment as non-marketable equity securities which is valued at cost less impairment. The potential maximum exposure of this unconsolidated VIE is generally based on the current carrying value of the investments and any future funding commitments based on the milestone agreement and board approval. We have determined |
Perpetual Preferred Stock
Perpetual Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
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 May 26, 2021 and August 16, 2021, our board of directors declared a cash dividend to holders of the 10% Series A Cumulative Perpetual Preferred Stock of $0.25 per share, for an aggregate amount of approximately $0.48 million, respectively. The record dates for these dividends were June 1, 2021 and September 1, 2021, respectively, and the payment dates were June 11, 2021 and September 13, 2021, respectively. Additionally, on November 22, 2021, our board of directors declared a cash dividend to holders of the Company’s 10% Series A Preferred Stock of $1.556 per share, which represents all accumulated and unpaid dividends on the preferred shares for an aggregate amount of $3.5 million. The record date for this dividend was December 1, 2021, and the payment date was December 10, 2021. As of December 31, 2021, we have no preferred dividends in arrears. On February 25, 2022, our board of directors declared a cash dividend to holders of the Company’s 10% Series A Cumulative Perpetual Preferred Stock of $0.25 per share for an aggregate amount of approximately $0.5 million. The record date for this dividend was March 1, 2022, and the payment date was March 10, 2022. A roll forward of the balance of Company Preferred Stock for the year ended December 31, 2021 is as follows (in thousands): Balance at December 31, 2020 $ 21,500 Deemed dividend on Series A Preferred Stock 1,906 Cash Dividend paid on Preferred Stock (4,418) Balance at December 31, 2021 $ 18,988 On June 2, 2021, our board of directors adopted a tax benefit preservation plan in the form of an Internal Revenue Code Section 382 Rights Agreement (the “382 Agreement”). The 382 Agreement is intended to diminish the risk that our ability to use our net operating loss carryforwards to reduce future federal income tax obligations may become substantially limited due to an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Our 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 Preferred Stock, par value $0.0001 per share, at an exercise price of $12.00 per one one-thousandth of a Preferred Share, subject to adjustment. The rights will become exercisable following (i) 10 days after a public announcement that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the board of directors) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. In addition, upon the occurrence of certain events, the exercise price of the rights would be adjusted and holders of the rights (other than rights owned by an acquiring person or group) would be entitled to purchase common stock at approximately half of market value. Given the potential adjustment of the exercise price of the rights, the rights could cause substantial dilution to a person or group that acquires 4.99% or more of common stock on terms not approved by the board of directors. No rights were exercisable at December 31, 2021. There is no impact to financial results as a result of the adoption of the 382 Agreement for the year ended December 31, 2021. |
Preferred Stock Rights
Preferred Stock Rights | 12 Months Ended |
Dec. 31, 2021 | |
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 May 26, 2021 and August 16, 2021, our board of directors declared a cash dividend to holders of the 10% Series A Cumulative Perpetual Preferred Stock of $0.25 per share, for an aggregate amount of approximately $0.48 million, respectively. The record dates for these dividends were June 1, 2021 and September 1, 2021, respectively, and the payment dates were June 11, 2021 and September 13, 2021, respectively. Additionally, on November 22, 2021, our board of directors declared a cash dividend to holders of the Company’s 10% Series A Preferred Stock of $1.556 per share, which represents all accumulated and unpaid dividends on the preferred shares for an aggregate amount of $3.5 million. The record date for this dividend was December 1, 2021, and the payment date was December 10, 2021. As of December 31, 2021, we have no preferred dividends in arrears. On February 25, 2022, our board of directors declared a cash dividend to holders of the Company’s 10% Series A Cumulative Perpetual Preferred Stock of $0.25 per share for an aggregate amount of approximately $0.5 million. The record date for this dividend was March 1, 2022, and the payment date was March 10, 2022. A roll forward of the balance of Company Preferred Stock for the year ended December 31, 2021 is as follows (in thousands): Balance at December 31, 2020 $ 21,500 Deemed dividend on Series A Preferred Stock 1,906 Cash Dividend paid on Preferred Stock (4,418) Balance at December 31, 2021 $ 18,988 On June 2, 2021, our board of directors adopted a tax benefit preservation plan in the form of an Internal Revenue Code Section 382 Rights Agreement (the “382 Agreement”). The 382 Agreement is intended to diminish the risk that our ability to use our net operating loss carryforwards to reduce future federal income tax obligations may become substantially limited due to an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Our 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 Preferred Stock, par value $0.0001 per share, at an exercise price of $12.00 per one one-thousandth of a Preferred Share, subject to adjustment. The rights will become exercisable following (i) 10 days after a public announcement that a person or group has become an Acquiring Person; and (ii) 10 business days (or a later date determined by the board of directors) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. In addition, upon the occurrence of certain events, the exercise price of the rights would be adjusted and holders of the rights (other than rights owned by an acquiring person or group) would be entitled to purchase common stock at approximately half of market value. Given the potential adjustment of the exercise price of the rights, the rights could cause substantial dilution to a person or group that acquires 4.99% or more of common stock on terms not approved by the board of directors. No rights were exercisable at December 31, 2021. There is no impact to financial results as a result of the adoption of the 382 Agreement for the year ended December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn January 24, 2022, we closed an underwritten public offering (the “Offering”) pursuant to an underwriting agreement with Maxim Group LLC, as representative of the underwriters. The Offering was for 9,500,000 shares of common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof) and warrants to purchase up to 9,500,000 shares of common stock (the “common warrants”). Each share of common stock (or pre-funded warrant in lieu thereof) was sold together with one common warrant to purchase one share of common stock at a price of $1.50 per share and common warrant. Gross proceeds, before deducting underwriting discounts and offering expenses and excluding any proceeds we may receive upon exercise of the common warrants, were $14.3 million and net proceeds were $12.8 million. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements are prepared in conformity with generally accepted accounting principles (“GAAP”) accepted 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 Mobile Healthcare division’s assets and liabilities as of December 31, 2021 and 2020 are separately presented as held for sale on the Consolidated Balance Sheets and discontinued operations on the Consolidated Statements of Operations. Refer to Note 3. Discontinued Operations for additional information. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with 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, and income taxes. Actual results could materially differ from those estimates. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 and Topic 842 in the year of 2021 and 2020, which are explained below. Pursuant to Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers , we recognize revenue when a customer obtains control of promised goods or services. We record the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company has elected to use the practical expedient under ASC 606 to exclude disclosures of unsatisfied remaining performance obligations for (i) contracts having an original expected length of one year or less or (ii) contracts for which the practical expedient has been applied to recognize revenue at the amount for which it has a right to invoice. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The majority of our contracts have a single performance obligation, as we provide a series of distinct goods or services that are substantially the same and are transferred with the same pattern to the customer. For contracts with multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue recognition is evaluated on a contract by contract basis. Performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time if we have an enforceable right to payment, 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. Healthcare Services Revenue Recognition. We generate service revenue primarily from providing diagnostic imaging services to our customers. Service revenue within our Diagnostic Imaging Services reportable segment is derived from providing our customers with contract diagnostic imaging services, which includes use of our imaging systems, qualified personnel, radiopharmaceuticals, licensing, logistics and related items required to perform testing in their own offices. We bill customers either on a per-scan or fixed-payment methodology, depending upon the contract that is negotiated with the customer. Within our Diagnostic Imaging Service segment, we also rent cameras to healthcare customers for use in their operations. Rental revenues are structured as either a weekly or monthly payment arrangement, and are recognized in the month rental assets are provided. Revenue related to provision of our services is recognized at the time services are performed. Healthcare Product and Product-Related Revenue Recognition. We generate revenue from product and product-related sales, primarily from the sale of gamma cameras, accessories, and radiopharmaceuticals doses. Diagnostic Imaging product revenues are generated from the sale of internally developed solid-state gamma camera imaging systems and post-warranty camera maintenance service contracts. Revenue from sales of imaging systems is generally recognized at point in time upon delivery of systems and acceptance by customers. We also provide installation services and training on cameras sold, primarily in the United States. Installation and initial training is generally performed shortly after delivery and the revenue related to the provision of these services is recognized at the time services are performed. Neither installation nor training is essential to the functionality of the product. Finally, we offer camera maintenance service contracts that are sold beyond the term of the initial warranty, generally one year from the date of purchase. Revenue from these service contracts is deferred and recognized ratably over the period of the obligation. We offer time and material services and record revenue when service is performed. Radiopharmaceuticals doses revenue is generally recognized when delivered to the customer. Construction Revenue Recognition. Within the Construction division, we service residential and commercial construction projects by manufacturing modular housing units and other products and supply general contractors with building materials. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion. Billings in excess of costs and estimated earnings on uncompleted contracts are current liabilities, which relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated earnings on uncompleted contracts is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are classified in deferred revenue in the Consolidated Balance Sheets. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. Contract Costs. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs mainly include the internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the revenue is recognized. |
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 in which it is the lessee and lessor. 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 RiskFinancial 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 its cash balances. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. |
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 SecuritiesAs of December 31, 2021 and 2020, 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). Effective January 1, 2018, equity securities, with certain exceptions, are measured at fair value and changes in fair value are recognized in net income. |
Allowance for Doubtful Accounts, Billing Adjustments, and Contractual Allowances | Allowance for Doubtful Accounts and Billing Adjustments Accounts receivable consist principally of trade receivables from customers and third-party healthcare insurance providers, and are generally unsecured and due within 30 days. We regularly evaluate the collectability of our trade receivables and provide reserves for doubtful accounts based on our historical experience rate, known collectability issues and disputes, and our bad debt write-off history. 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. Within the Healthcare division, we record a provision for billing adjustments, which are based on our historical experience rate of billing adjustments history. The provision for billing adjustments is charged against Healthcare revenues. Within the Construction division, accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of losses that may result from uncollectible accounts receivable. We determine the allowance based on an analysis of individual accounts and an evaluation of the collectability of our accounts receivable in the aggregate based on factors such as the aging of receivable amounts, customer concentrations, historical experience, and current economic trends and conditions. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. We do not have any off-balance sheet credit exposure related to our customers. |
Inventory | Inventory Inventories are stated at the lower of cost (first-in first-out basis) 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 including Finite Lived Purchased Intangible Assets Long-lived assets consist of property and equipment and finite lived intangible assets. We record property and equipment at cost, and record intangible assets 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 ValuationWe review goodwill for impairment on an annual basis during the fourth quarter, as well as when events or changes in circumstances indicate that the carrying value may not be recoverable. We bypassed qualitative analysis and performed an impairment analysis by quantitatively comparing the fair value of the reporting unit to the carrying value of the reporting unit. 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. |
Self-Insured Health Insurance Benefits | Self-Insured Health Insurance BenefitsHealthcare provides healthcare benefits to its employees through a self-insured plan with “stop loss” coverage. The Company records a liability that represents our estimated cost of claims incurred and unpaid as of the balance sheet date. Our estimated reserve is based on historical experience and trends related to both health insurance claims and payments. The ultimate cost of healthcare benefits will depend on actual costs incurred to settle the claims and may differ from the amounts reserved by the Company for those claims. |
Restricted Cash | Restricted CashWe maintain certain cash amounts restricted as to withdrawal or use. |
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 to 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, 2021 and 2020, we have $0.3 million and $0.6 million, respectively, of unamortized debt issuance costs. |
Shipping and Handling Fees and Costs and Contract Costs | Shipping and Handling Fees and CostsWe record all shipping and handling costs billed to customers as revenue earned for the goods provided. |
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. |
Warranty | Warranty In our Healthcare division, we generally provide a 12-month assurance warranty on our gamma cameras. We accrue the estimated cost of this warranty at the time revenue is recorded and charge warranty expense to product and product-related cost |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share We present net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities, as the warrants are considered participating securities. We have not allocated net loss attributable to common stockholders to warrants because the holders of our warrants are not contractually obligated to share in our losses. 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 the Company believes these assets are more likely than not to be realized. In making such a determination, management considers 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 management determines that we would be able to realize deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. |
Reclassifications and Revision of Previously Issued Financial Statements for Correction of Immaterial Errors | Reclassification PPP Loan forgiveness reclassification has been made to the prior year financial statements to conform to the current year financial statement presentation of the Consolidated Statements of Operations. This change did not impact previously reported net loss, loss per share, stockholders’ equity, total assets or the Consolidated Statements of Cash Flows. Revision of Previously Issued Financial Statements for Correction of Immaterial Errors. The Company identified immaterial errors in its previously issued annual financial statements that were determined to be individually, and in the aggregate, quantitatively and qualitatively immaterial based on its analysis of Staff Accounting Bulletin (“SAB”) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”. These immaterial errors have been corrected in the accompanying Consolidated Balance Sheets, Note 10. Leases , as of December 31, 2020, and Note 4. Revenue , for the year ended December 31, 2020. The nature of these error corrections is as follows: • The Company identified immaterial errors related to operating lease right-of-use assets and related operating lease liabilities which affected the Consolidated Balance Sheet as of December 31, 2020. (in thousands) As of December 31, 2020 As Previously Reported Adjustments As Revised Assets and liabilities Operating lease right-of-use assets, net $ 1,769 $ 1,166 $ 2,935 Total assets $ 88,293 $ 1,166 $ 89,459 Operating lease liabilities $ 1,011 $ 267 $ 1,278 Total current liabilities $ 42,726 $ 267 $ 42,993 Operating lease liabilities, net of current portion $ 828 $ 899 $ 1,727 Total liabilities $ 48,364 $ 1,166 $ 49,530 |
Recently Adopted Accounting Pronouncements and New Accounting Standards To Be Adopted | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, with early adoption permitted. We adopted the guidance effective the first quarter of 2021. ASU 2019-12 does not have a material effect on our current financial position, results of operations or financial statement disclosures. New Accounting Standards To Be Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. This update is effective for annual periods beginning after December 15, 2022, and interim periods within those periods, and early adoption is permitted. We expect to adopt the standard on its effective date in the first quarter of 2023. We believe the adoption will modify the way we analyze financial instruments, but currently do not expect the adoption to have a material financial impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), to temporarily ease the potential burden in accounting for reference rate reform. The standard provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The guidance generally can be applied through December 31, 2022. We will monitor our contracts and transactions for potential application of this ASU. |
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, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Company's allowance for doubtful accounts and billing adjustments | The following table summarizes the allowance for doubtful accounts, billing adjustments, and contractual allowances as of and for the years ended December 31, 2021, and 2020 (in thousands): Allowance for Doubtful Accounts (1) Reserve for Billing Adjustments (2) Balance at December 31, 2019 $ 635 $ 20 Provision adjustment 68 183 Write-offs and recoveries, net (207) (190) Balance at December 31, 2020 496 13 Provision adjustment 656 293 Write-offs and recoveries, net (309) (277) Balance at December 31, 2021 $ 843 $ 29 (1) The provision was charged against general and administrative expenses. |
Schedule of excess and obsolete inventory | The following table summarizes our reserves for excess and obsolete inventory as of and for the years ended December 31, 2021 and 2020 (in thousands): Reserve for Excess and Obsolete Inventories (1) Balance at December 31, 2019 $ 383 Provision adjustment 137 Write-offs and scrap (121) Balance at December 31, 2020 399 Provision adjustment 30 Write-offs and scrap (109) Balance at December 31, 2021 $ 320 (1) The provision was charged against cost of revenues. |
Schedule of Company's warranty reserve activity | The activities related to our warranty reserve for the years ended December 31, 2021 and 2020 are as follows (in thousands): Year Ended December 31, 2021 2020 Balance at beginning of year $ 214 $ 421 Charges to cost of revenues 963 232 Applied to liability (608) (439) Balance at end of year $ 569 $ 214 |
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 loss per share because their effect was antidilutive (in thousands): Year Ended December 31, 2021 2020 Stock options 15 43 Stock warrants 768 1,247 Restricted stock units 72 26 Total 855 1,316 |
Schedule of error corrections and prior period adjustments | The nature of these error corrections is as follows: • The Company identified immaterial errors related to operating lease right-of-use assets and related operating lease liabilities which affected the Consolidated Balance Sheet as of December 31, 2020. (in thousands) As of December 31, 2020 As Previously Reported Adjustments As Revised Assets and liabilities Operating lease right-of-use assets, net $ 1,769 $ 1,166 $ 2,935 Total assets $ 88,293 $ 1,166 $ 89,459 Operating lease liabilities $ 1,011 $ 267 $ 1,278 Total current liabilities $ 42,726 $ 267 $ 42,993 Operating lease liabilities, net of current portion $ 828 $ 899 $ 1,727 Total liabilities $ 48,364 $ 1,166 $ 49,530 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations Information | The following table summarizes the DMS Health results for the years ended December 31, 2021 and 2020 (in thousands): Year ended December 31, 2021 2020 Total revenues $ 9,490 $ 36,011 Total cost of revenues 6,973 31,493 Gross profit 2,517 4,518 Operating expenses: Selling, general and administrative 1,469 4,447 Amortization of intangible assets — 965 Total operating expenses 1,469 5,412 Operating income (loss) from discontinued operations 1,048 (894) Interest expense, net (180) (256) Gain on sale of discontinued operations 5,159 — Income (loss) from discontinued operations before income taxes 6,027 (1,150) Income tax provision (79) (22) Net Income (loss) from discontinued operations $ 5,948 $ (1,172) The carrying amounts of the major classes of assets reported as “Assets held for sale” consist of the following as of December 31, 2020 (in thousands): December 31, 2020 Cash and cash equivalents $ 443 Accounts receivable, net 4,305 Inventories, net 50 Other current assets 459 Property and equipment, net 7,721 Operating lease right-of-use assets, net 4,863 Intangible assets, net 2,915 $ 20,756 The carrying amounts of the major classes of liabilities reported as “Liabilities held for sale” consist of the following as of December 31, 2020 (in thousands): December 31, 2020 Accounts payable $ 1,597 Accrued compensation 645 Deferred revenue 96 Operating lease liabilities 4,863 Other current liabilities 560 Deferred tax liabilities 16 Other liabilities 94 $ 7,871 The following table presents supplemental cash flow information of discontinued operations for the years ended December 31, 2021 and 2020 (in thousands): Twelve Months Ended December 31, 2021 2020 Operating activities Depreciation $ 7 $ 4,519 Amortization of intangible assets — 965 Non-cash lease expense 256 360 Loss on extinguishment of debt 130 — Gain on sale of DMS discontinued operations (5,159) — Provision for bad debt — 2 Investing activities Proceeds from sale of discontinued operations 18,750 — Proceeds from sale of property and equipment 3 142 Non-cash investing activities Fixed asset purchased in accounts payable — 75 Lease assets obtained in exchange for new operating lease liabilities — 741 Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the twelve months ended December 31, 2021 (in thousands): Twelve Months Ended December 31, 2021 Estimated proceeds of the disposition, net of transaction costs $ 18,750 Assets of the businesses (20,920) Liabilities of the businesses 7,712 Transaction expenses (383) Pre-tax gain on the disposition $ 5,159 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 (in thousands): Year Ended December 31, 2021 Diagnostic Services Diagnostic Imaging Construction Total Major Goods/Service Lines Mobile Imaging (1) $ 43,536 $ — $ — $ 43,536 Camera Sales — 7,959 — 7,959 Camera Support — 6,832 — 6,832 Healthcare Revenue from Contracts with Customers 43,536 14,791 — 58,327 Lease Income 229 — 47 276 Construction Revenue from Contracts with Customers — — 47,956 47,956 Total Revenues $ 43,765 $ 14,791 $ 48,003 $ 106,559 Timing of Revenue Recognition Services and goods transferred over time $ 39,843 $ 5,614 $ 3,921 $ 49,378 Services and goods transferred at a point in time 3,922 9,177 44,082 57,181 Total Revenues $ 43,765 $ 14,791 $ 48,003 $ 106,559 Year Ended December 31, 2020 Diagnostic Services Diagnostic Imaging Construction Investments Total Major Goods/Service Lines Mobile Imaging $ 38,690 $ — $ — $ — $ 38,690 Camera Sales — 3,450 — — 3,450 Camera Support — 6,515 — — 6,515 Healthcare Revenue from Contracts with Customers 38,690 9,965 — — 48,655 Lease Income 577 — 260 — 837 Construction revenue from Contracts with Customers — — 28,619 — 28,619 Investments — — — 52 52 Total Revenues $ 39,267 $ 9,965 $ 28,879 $ 52 $ 78,163 Timing of Revenue Recognition Services and goods transferred over time $ 37,559 $ 5,544 $ 3,255 $ — $ 46,358 Services and goods transferred at a point in time 1,708 4,421 25,624 52 31,805 Total Revenues $ 39,267 $ 9,965 $ 28,879 $ 52 $ 78,163 (1) Revenue generated from MDOS and DMS subsequent to their respective sales resulted in $0.8 million and $1.1 million of total revenues. |
Schedule of Changes in Deferred Revenues | Changes in the deferred revenues for the year ended December 31, 2021 and 2020, is as follows (in thousands): Balance at December 31, 2019 $ 1,801 Revenue recognized that was included in balance at beginning of the year (1,494) Deferred revenue, net, related to contracts entered into during the year 2,045 Balance at December 31, 2020 2,352 Revenue recognized that was included in balance at beginning of the year (1,975) Deferred revenue, net, related to contracts entered into during the year 2,492 Balance at December 31, 2021 $ 2,869 |
Supplementary Balance Sheet I_2
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplementary Balance Sheet Disclosures [Abstract] | |
Schedule of Inventory, Current | The following tables show the Consolidated Balance Sheet details as of December 31, 2021 and 2020 (in thousands): December 31, December 31, Inventories: Raw materials $ 5,870 $ 5,489 Work-in-process 2,145 2,821 Finished goods 830 1,876 Total inventories 8,845 10,186 Less reserve for excess and obsolete inventories (320) (399) Total inventories, net $ 8,525 $ 9,787 |
Property, Plant and Equipment | December 31, December 31, Property and equipment, net: Land $ 805 $ 805 Buildings and leasehold improvements 4,823 4,771 Machinery and equipment 24,881 25,687 Computer hardware and software 2,387 3,688 Gross property and equipment 32,896 34,951 Accumulated depreciation (23,978) (25,189) Total property and equipment, net $ 8,918 $ 9,762 |
Schedule of Finite-Lived Intangible Assets | December 31, 2021 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets with finite useful lives: Customer relationships $ 16,440 $ (6,056) $ 10,384 Trademarks 5,540 (853) 4,687 Patents 141 (140) 1 Total intangible assets, net $ 22,121 $ (7,049) $ 15,072 December 31, 2020 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets with finite useful lives: Customer relationships $ 17,079 $ (5,238) $ 11,841 Trademarks 5,727 (670) 5,057 Patents 141 (139) 2 Total intangible assets, net $ 22,947 $ (6,047) $ 16,900 |
Other Current Liabilities | December 31, December 31, Other current liabilities: Professional fees $ 832 $ 534 Sales and property taxes payable 550 453 Radiopharmaceuticals and consumable medical supplies 78 219 Current portion of finance lease obligation 588 594 Facilities and related costs 169 70 Outside services and consulting 282 181 Other accrued liabilities 534 949 Total other current liabilities $ 3,033 $ 3,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements | The following table sets forth by level within the fair value hierarchy our assets that were recorded at fair value as of December 31, 2021 and 2020 (in thousands): At Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Equity securities $ 47 $ — $ — $ 47 Lumber derivative contracts 666 — — 666 Total $ 713 $ — $ — $ 713 At Fair Value as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Equity securities $ 35 $ 55 $ — $ 90 Total $ 35 $ 55 $ — $ 90 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020, by reportable segment, are as follows (in thousands): Healthcare Construction Total Balance at December 31, 2019 $ 1,745 $ 8,233 $ 9,978 Impairment of EBGL (1) — (436) (436) Balance at December 31, 2020 1,745 7,797 9,542 De-recognition of MDOS (2) (137) — (137) Impairment of KBS (3) — (3,359) (3,359) Balance at December 31, 2021 $ 1,608 $ 4,438 $ 6,046 (1) The Company concluded that it was more likely than not that the carrying value of the EBGL reporting unit were in excess of fair value. This conclusion was based on lower than expected operating results during the year ended December 31, 2020, primarily as a result of higher commodity lumber price and COVID-19 impact. As a result, we recorded an impairment loss of $0.4 million associated with the impairment assessment of the EBGL reporting unit as of December 31, 2020 within the Consolidated Statements of Operations. (2) On February 1, 2021, in connection with the closing of the sale of MDOS, we de-recognized $0.1 million goodwill associated to the Diagnostic Services reporting unit. (3) We concluded that it was more likely than not that the carrying value of the KBS reporting unit were in excess of fair value. This conclusion was based on lower than expected operating results during the year ended December 31, 2021, primarily as a result of the rise in material costs throughout the year. As a result, we recorded an impairment loss of $3.4 million associated with the impairment assessment of the KBS reporting unit as of December 31, 2021 within the Consolidated Statements of Operations. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt | A summary of debt as of December 31, 2021 and 2020 is as follows (dollars in thousands): December 31, 2021 December 31, 2020 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - Gerber KBS $ 3,131 6.00% $ 1,099 6.00% Revolving Credit Facility - Gerber EBGL 1,652 6.00% 2,016 6.00% Revolving Credit Facility - SNB 7,016 2.60% 12,710 2.64% Total Short-term Revolving Credit Facility $ 11,799 3.98% $ 15,825 3.30% Gerber - Star Term Loan $ 1,070 6.25% $ 262 6.75% Premier - Term Loan — —% 419 5.75% Short-term debt and current portion of long-term debt $ 1,070 6.25% $ 681 6.13% Short-term Paycheck Protection Program Notes $ — —% $ 1,856 1.00% Total short-term debt and current portion of long-term debt $ 12,869 4.17% $ 18,362 3.17% Gerber - Star Term Loan $ — —% $ 1,058 6.75% Premier - Term Loan — —% 321 5.75% Long-term debt, net of current portion $ — —% $ 1,379 6.52% Long-term Paycheck Protection Program Notes $ — —% $ 2,321 1.00% Total long-term debt, net of current portion $ — —% $ 3,700 3.06% LSV Co-Invest I Promissory Note (“January Note”) $ — —% $ 709 12.00% LSV Co-Invest I Promissory Note (“June Note”) — —% 1,220 12.00% LSVM Note — —% 378 12.00% Total notes payable to related parties (1) $ — —% $ 2,307 12.00% Total debt $ 12,869 4.17% $ 24,369 3.99% (1) See Note 14. Related Party Transactions , for information regarding certain ATRM promissory notes. |
Summary of Long-term Debt | A summary of debt as of December 31, 2021 and 2020 is as follows (dollars in thousands): December 31, 2021 December 31, 2020 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - Gerber KBS $ 3,131 6.00% $ 1,099 6.00% Revolving Credit Facility - Gerber EBGL 1,652 6.00% 2,016 6.00% Revolving Credit Facility - SNB 7,016 2.60% 12,710 2.64% Total Short-term Revolving Credit Facility $ 11,799 3.98% $ 15,825 3.30% Gerber - Star Term Loan $ 1,070 6.25% $ 262 6.75% Premier - Term Loan — —% 419 5.75% Short-term debt and current portion of long-term debt $ 1,070 6.25% $ 681 6.13% Short-term Paycheck Protection Program Notes $ — —% $ 1,856 1.00% Total short-term debt and current portion of long-term debt $ 12,869 4.17% $ 18,362 3.17% Gerber - Star Term Loan $ — —% $ 1,058 6.75% Premier - Term Loan — —% 321 5.75% Long-term debt, net of current portion $ — —% $ 1,379 6.52% Long-term Paycheck Protection Program Notes $ — —% $ 2,321 1.00% Total long-term debt, net of current portion $ — —% $ 3,700 3.06% LSV Co-Invest I Promissory Note (“January Note”) $ — —% $ 709 12.00% LSV Co-Invest I Promissory Note (“June Note”) — —% 1,220 12.00% LSVM Note — —% 378 12.00% Total notes payable to related parties (1) $ — —% $ 2,307 12.00% Total debt $ 12,869 4.17% $ 24,369 3.99% (1) See Note 14. Related Party Transactions , for information regarding certain ATRM promissory notes. The following table presents the Star Loan balance net of unamortized debt issuance costs as of December 31, 2021, and 2020, respectively (in thousands): December 31, 2021 December 31, 2020 Amount Amount Gerber - Star Term Loan Principal $ 1,246 $ 1,633 Premier - Term Loan — 740 Total Principal 1,246 2,373 Unamortized debt issuance costs (176) (313) Total $ 1,070 $ 2,060 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost and Other Information | The components of lease expense for the years ended December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, Operating lease cost $ 1,429 $ 1,303 Finance lease cost: Amortization of finance lease assets $ 476 $ 463 Interest on finance lease liabilities 81 92 Total finance lease cost $ 557 $ 555 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 $ 1,197 $ 1,201 Operating cash flows from finance leases $ 81 $ 92 Financing cash flows from finance leases $ 669 $ 588 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 3,035 $ 1,762 Finance leases $ 509 $ 579 |
Schedule of Balance Sheet Information | Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, Operating lease right-of-use assets, net (2) $ 4,494 $ 2,935 Operating lease liabilities (2) $ 1,253 $ 1,278 Operating lease liabilities, net of current (2) 3,299 1,727 Total operating lease liabilities $ 4,552 $ 3,005 Finance lease assets $ 2,901 $ 2,765 Finance lease accumulated amortization (1,377) (791) Total finance lease assets, net $ 1,524 $ 1,974 Finance lease liabilities (1) $ 588 $ 594 Finance lease liabilities, net of current (1) 706 937 Total finance lease liabilities $ 1,294 $ 1,531 Weighted-Average Remaining Lease Term (in years) Operating leases 3.9 3.0 Finance leases 2.6 2.8 Weighted-Average Discount Rate Operating leases 4.23 % 4.73 % Finance leases 5.05 % 6.44 % |
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, 2021 were as follows (in thousands): Operating Finance 2022 $ 1,417 $ 635 2023 1,252 406 2024 1,126 251 2025 658 83 Thereafter 496 — Total future minimum lease payments 4,949 1,375 Less amounts representing interest (397) (81) Present value of lease obligations $ 4,552 $ 1,294 |
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, 2021 were as follows (in thousands): Operating Finance 2022 $ 1,417 $ 635 2023 1,252 406 2024 1,126 251 2025 658 83 Thereafter 496 — Total future minimum lease payments 4,949 1,375 Less amounts representing interest (397) (81) Present value of lease obligations $ 4,552 $ 1,294 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 is as follows (in thousands, except per share data): Number of Weighted- Weighted- Aggregate Intrinsic Value Options outstanding at December 31, 2020 35 $ 36.83 Options expired (29) $ 33.88 Options outstanding at December 31, 2021 6 $ 51.20 4.09 $ — Options exercisable at December 31, 2021 6 $ 51.20 4.09 $ — |
Schedule of restricted stock activity | A summary of our restricted stock unit activity as of and for the year ended December 31, 2021 is as follows (in thousands, except per share data): Number of Weighted-Average Non-vested restricted stock units outstanding at December 31, 2020 34 $ 12.39 Adjusted non-vested restricted stock units 76 $ 2.71 Granted 259 $ 2.85 Forfeited — $ 20.50 Vested (107) $ 5.28 Non-vested restricted stock units outstanding at December 31, 2021 262 $ 3.01 The following table summarizes information about restricted stock units that vested during the years ended December 31, 2021 and 2020 based on service conditions (in thousands): Year Ended December 31, 2021 2020 Fair value on vesting date of vested restricted stock units $ 313 $ 159 |
Schedule of compensation expense | Total share-based compensation expense related to all of our share-based units for the years ended December 31, 2021 and 2020 was allocated as follows (in thousands): Year Ended December 31, 2021 2020 Cost of revenues $ 11 $ 27 Selling, general and administrative 514 483 Total share-based compensation expense $ 525 $ 510 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 are as follows (in thousands): Year Ended December 31, 2021 2020 Current provision: Federal $ 4 $ — State 20 89 Total current provision 24 89 Deferred provision: Federal 6 21 State 30 19 Total deferred provision 36 40 Total income tax provision $ 60 $ 129 |
Schedule of differences between provision (benefit) 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, 2021 and 2020 as follows: Year Ended December 31, 2021 2020 Income tax expense at statutory federal rate 21.0 % 21.0 % State income tax expense, net of federal benefit (0.7) % 0.4 % Permanent differences and other 5.6 % (11.7) % PPP Loan Forgiveness 10.5 % 12.8 % Revaluation of deferred taxes due to change in effective state tax rates 2.4 % (1.1) % Expiration of net operating loss and tax credit carryovers (40.6) % (47.4) % Stock compensation (0.9) % (1.3) % Reserve for uncertain tax positions and other reserves 2.6 % 4.0 % Change in valuation allowance (0.6) % 20.1 % Provision for income taxes (0.7) % (3.2) % |
Schedule of deferred tax assets | Our net deferred tax assets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 19,651 $ 22,614 Research and development and other credits 72 72 Reserves 477 363 Operating lease liabilities 2,068 2,619 Interest carryover 22 14 Other, net 785 1,183 Total deferred tax assets 23,075 26,865 Deferred tax liabilities: Fixed assets and other (316) (1,342) Right of use assets (1,974) (2,534) Intangibles (2,850) (4,128) Total deferred tax liabilities (5,140) (8,004) Valuation allowance for deferred tax assets (18,007) (18,912) Net deferred tax liabilities $ (72) $ (51) |
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, 2021 and 2020 (in thousands): December 31, 2021 2020 Balance at beginning of year $ 2,778 $ 2,941 Expiration of the statute of limitations for the assessment of taxes (217) (163) Balance at end of year $ 2,561 $ 2,778 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Segment information for the years ended December 31, 2021 and 2020 is as follows (in thousands): Year ended December 31, 2021 2020 Revenue by segment: Diagnostic Services $ 43,765 $ 39,267 Diagnostic Imaging 14,791 9,965 Construction 48,003 28,879 Investments — 52 Consolidated revenue $ 106,559 $ 78,163 Gross profit (loss) by segment: Diagnostic Services $ 7,364 $ 6,758 Diagnostic Imaging 5,095 3,391 Construction 3,008 4,047 Investments (227) (209) Consolidated gross profit $ 15,240 $ 13,987 Income (loss) from operations by segment: Diagnostic Services $ 1,673 $ (919) Diagnostic Imaging 252 (820) Construction (4,322) (2,981) Investments (255) (363) Star equity corporate and other expenses (2) (5,584) (1,689) Segment loss from operations (8,236) (6,772) Goodwill impairment (1) (3,359) (436) Consolidated loss from operations $ (11,595) $ (7,208) Depreciation and amortization by segment: Diagnostic Services $ 1,103 $ 1,222 Diagnostic Imaging 212 260 Construction 1,931 2,172 Investments 226 282 Total depreciation and amortization $ 3,472 $ 3,936 (1) Reflects impairment of goodwill related to the Construction division. (2) Prior year unallocated corporate expenses and other expenses of $9.5 million were reclassified to reflect the current year allocation methodology. |
Perpetual Preferred Stock (Tabl
Perpetual Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | A roll forward of the balance of Company Preferred Stock for the year ended December 31, 2021 is as follows (in thousands): Balance at December 31, 2020 $ 21,500 Deemed dividend on Series A Preferred Stock 1,906 Cash Dividend paid on Preferred Stock (4,418) Balance at December 31, 2021 $ 18,988 |
The Company (Details)
The Company (Details) | 12 Months Ended |
Dec. 31, 2021segmentdivisionbusiness | |
Segment Reporting Information [Line Items] | |
Number of divisions | division | 3 |
Number of reportable segments | segment | 4 |
Healthcare | |
Segment Reporting Information [Line Items] | |
Number of business units | 2 |
Construction | |
Segment Reporting Information [Line Items] | |
Number of business units | 2 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Mezzanine Equity, Discontinued Operations, Going Concern (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 25, 2022 | Jan. 24, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 30, 2020 |
Accounting Policies [Line Items] | |||||
Preferred stock, liquidation preference (in usd per share) | $ 10 | ||||
Loss from continuing operations | $ (11,595) | $ (7,208) | |||
Accumulated deficit | (127,969) | (124,986) | |||
Net cash provided by operating activities | (6,450) | (4,953) | |||
Debt outstanding, current | 12,900 | ||||
Short-term debt and current portion of long-term debt | 12,869 | 18,362 | |||
Notes payable to related parties | 0 | 2,307 | |||
Cash and cash equivalents | 4,538 | 3,225 | |||
Preferred stock dividends paid | 0 | ||||
Series A Cumulative Perpetual Preferred Stock | |||||
Accounting Policies [Line Items] | |||||
Preferred stock dividends paid | 480 | ||||
Continuing Operations | |||||
Accounting Policies [Line Items] | |||||
Loss from continuing operations | (8,900) | (5,300) | |||
Subsequent Event | Series A Cumulative Perpetual Preferred Stock | |||||
Accounting Policies [Line Items] | |||||
Preferred stock dividends paid | $ 500 | ||||
Subsequent Event | Public Stock Offering | |||||
Accounting Policies [Line Items] | |||||
Number of shares issued in transaction (in shares) | 9,500,000 | ||||
Number of warrants issued in transaction (in shares) | 9,500,000 | ||||
Sale of stock price (in usd per share) | $ 1.50 | ||||
Consideration received | $ 14,300 | ||||
Net proceeds | $ 12,800 | ||||
Short-term Debt | |||||
Accounting Policies [Line Items] | |||||
Short-term debt and current portion of long-term debt | 1,070 | 681 | |||
Revolving Credit Facility | Revolving Credit Facility - SNB | |||||
Accounting Policies [Line Items] | |||||
Short-term debt and current portion of long-term debt | 7,016 | 12,710 | |||
Revolving Credit Facility | Revolving Credit Facility - Gerber EBGL | |||||
Accounting Policies [Line Items] | |||||
Short-term debt and current portion of long-term debt | 1,652 | $ 2,016 | |||
Division revolvers amount outstanding | $ 4,800 | ||||
DMS Health | |||||
Accounting Policies [Line Items] | |||||
Disposal group, held for sale | $ 18,750 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Revenue, Warranty (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Extended warranty period | 1 year |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Concentrations of Credit Risk (Details) | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
Cash, FDIC insured amount | $ 250,000 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Abstract] | ||
Recognized gains related to changes in fair value | $ (319) | $ (22) |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Doubtful Accounts | ||
Allowance for doubtful accounts and billing adjustments [Roll Forward] | ||
Beginning balance | $ 496 | $ 635 |
Provision adjustment | 656 | 68 |
Write-offs and recoveries, net | (309) | (207) |
Ending balance | 843 | 496 |
Reserves for Billing Adjustments | ||
Allowance for doubtful accounts and billing adjustments [Roll Forward] | ||
Beginning balance | 13 | 20 |
Provision adjustment | 293 | 183 |
Write-offs and recoveries, net | (277) | (190) |
Ending balance | $ 29 | $ 13 |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies - Reserves For Excess And Obsolete Inventories (Details) - Reserve For Excess and Obsolete Inventories - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Beginning balance | $ 399 | $ 383 |
Provision adjustment | 30 | 137 |
Write-offs and scrap | (109) | (121) |
Ending balance | $ 320 | $ 399 |
Basis of Presentation and Si_10
Basis of Presentation and Significant Accounting Policies - Long-Lived Assets including Finite Lived Purchased Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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_11
Basis of Presentation and Significant Accounting Policies - Self-Insured Health Insurance Benefits (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Reserve for estimated claims incurred and unpaid | $ 0.6 | $ 0.5 |
Basis of Presentation and Si_12
Basis of Presentation and Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Restricted cash and cash equivalents | $ 0.3 | $ 0.2 |
Basis of Presentation and Si_13
Basis of Presentation and Significant Accounting Policies - Debt Issuance Costs (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Unamortized debt issuance costs | $ 0.3 | $ 0.6 |
Basis of Presentation and Si_14
Basis of Presentation and Significant Accounting Policies - Shipping and Handling Fees and Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Costs of revenue | $ 91,319 | $ 64,176 |
Shipping and Handling | ||
Accounting Policies [Line Items] | ||
Costs of revenue | $ 1,400 | $ 1,000 |
Basis of Presentation and Si_15
Basis of Presentation and Significant Accounting Policies - Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of year | $ 214 | $ 421 |
Charges to cost of revenues | 963 | 232 |
Applied to liability | (608) | (439) |
Balance at end of year | $ 569 | $ 214 |
Diagnostic Imaging | ||
Warranty [Line Items] | ||
Standard product warranty period | 12 months | |
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_16
Basis of Presentation and Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Continuing Operations | ||
Accounting Policies [Line Items] | ||
Advertising costs | $ 0.3 | $ 0.1 |
Basis of Presentation and Si_17
Basis of Presentation and Significant Accounting Policies - Basic and Diluted Net (Loss) Income Per Share (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 855,000 | 1,316,000 |
Warrants exercised (in shares) | 1,045,460 | |
Warrants outstanding (in shares) | 1,404,540 | |
Warrant exercise price (in usd per share) | $ 2.25 | |
Class of warrant or right, number of securities called by warrants or rights (in shares) | 702,270 | |
Stock options | ||
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 15,000 | 43,000 |
Stock warrants | ||
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 768,000 | 1,247,000 |
Restricted stock units | ||
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 72,000 | 26,000 |
Basis of Presentation and Si_18
Basis of Presentation and Significant Accounting Policies - Revision of Previously Issued Financial Statements for Correction of Immaterial Errors (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets and liabilities | ||
Operating lease right-of-use assets, net | $ 4,494 | $ 2,935 |
Total assets | 68,052 | 89,459 |
Operating lease liabilities | 1,253 | 1,278 |
Total current liabilities | 27,821 | 42,993 |
Operating lease liabilities, net of current portion | 3,299 | 1,727 |
Total liabilities | $ 32,310 | 49,530 |
As Previously Reported | ||
Assets and liabilities | ||
Operating lease right-of-use assets, net | 1,769 | |
Total assets | 88,293 | |
Operating lease liabilities | 1,011 | |
Total current liabilities | 42,726 | |
Operating lease liabilities, net of current portion | 828 | |
Total liabilities | 48,364 | |
Adjustments | ||
Assets and liabilities | ||
Operating lease right-of-use assets, net | 1,166 | |
Total assets | 1,166 | |
Operating lease liabilities | 267 | |
Total current liabilities | 267 | |
Operating lease liabilities, net of current portion | 899 | |
Total liabilities | $ 1,166 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - DMS Health - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal group, held for sale | $ 18,750 | |||
Term of contract | 3 years | |||
Total revenues | $ 1,100 | $ 9,490 | $ 36,011 | |
Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal group, held for sale | $ 18,750 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||
Gain on sale of discontinued operations | $ 5,159 | $ 0 | |
Net income (loss) from discontinued operations | 5,948 | (1,172) | |
DMS Health | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total revenues | $ 1,100 | 9,490 | 36,011 |
Total cost of revenues | 6,973 | 31,493 | |
Gross profit | 2,517 | 4,518 | |
Operating expenses: | |||
Selling, general and administrative | 1,469 | 4,447 | |
Amortization of intangible assets | 0 | 965 | |
Total operating expenses | 1,469 | 5,412 | |
Operating income (loss) from discontinued operations | 1,048 | (894) | |
Interest expense, net | (180) | (256) | |
Gain on sale of discontinued operations | 5,159 | 0 | |
Income (loss) from discontinued operations before income taxes | 6,027 | (1,150) | |
Income tax provision | (79) | (22) | |
Net income (loss) from discontinued operations | $ 5,948 | $ (1,172) |
Discontinued Operations - Major
Discontinued Operations - Major Classes of Assets and Liabilities Included in Company's Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | $ 0 | $ 20,756 |
Liabilities held for sale | $ 0 | 7,871 |
DMS Health | Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 443 | |
Accounts receivable, net | 4,305 | |
Inventories, net | 50 | |
Other current assets | 459 | |
Property and equipment, net | 7,721 | |
Operating lease right-of-use assets, net | 4,863 | |
Intangible assets, net | 2,915 | |
Assets held for sale | 20,756 | |
Accounts payable | 1,597 | |
Accrued compensation | 645 | |
Deferred revenue | 96 | |
Operating lease liabilities | 4,863 | |
Other current liabilities | 560 | |
Deferred tax liabilities | 16 | |
Other liabilities | 94 | |
Liabilities held for sale | $ 7,871 |
Discontinued Operations - Suppl
Discontinued Operations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||
Non-cash lease expense | $ 1,453 | $ 1,561 |
Loss on extinguishment of debt | (130) | 0 |
Investing activities | ||
Proceeds from sale of discontinued operations | 18,750 | 0 |
Proceeds from sale of property and equipment | 132 | 161 |
Non-cash investing activities | ||
Lease assets obtained in exchange for new operating lease liabilities | 3,035 | 1,762 |
DMS Health | ||
Operating activities | ||
Amortization of intangible assets | 0 | 965 |
DMS Health | Discontinued Operations, Held-for-sale | ||
Operating activities | ||
Depreciation | 7 | 4,519 |
Amortization of intangible assets | 0 | 965 |
Non-cash lease expense | 256 | 360 |
Loss on extinguishment of debt | 130 | 0 |
Gain on sale of MDOS | (5,159) | 0 |
Provision for bad debt | 0 | 2 |
Investing activities | ||
Proceeds from sale of discontinued operations | 18,750 | 0 |
Proceeds from sale of property and equipment | 3 | 142 |
Non-cash investing activities | ||
Fixed asset purchased in accounts payable | 0 | 75 |
Lease assets obtained in exchange for new operating lease liabilities | $ 0 | $ 741 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of Purchase Price (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sale of discontinued operations | $ 5,159 | $ 0 |
DMS Health | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sale of discontinued operations | 5,159 | $ 0 |
Discontinued Operations, Held-for-sale | DMS Health | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Estimated proceeds of the disposition, net of transaction costs | 18,750 | |
Assets of the businesses | (20,920) | |
Liabilities of the businesses | 7,712 | |
Transaction expenses | (383) | |
Gain on sale of discontinued operations | $ 5,159 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Lease Income | $ 276 | $ 837 |
Total Revenues | 106,559 | 78,163 |
MDOS | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 800 | |
DMS | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,100 | |
Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 49,378 | 46,358 |
Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 57,181 | 31,805 |
Mobile Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 43,536 | 38,690 |
Camera Sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 7,959 | 3,450 |
Camera Support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 6,832 | 6,515 |
Healthcare Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 58,327 | 48,655 |
Total Revenues | 58,556 | 49,232 |
Construction Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 47,956 | 28,619 |
Total Revenues | 48,003 | 28,879 |
Investments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 52 | |
Total Revenues | 0 | 52 |
Diagnostic Services | ||
Disaggregation of Revenue [Line Items] | ||
Lease Income | 229 | 577 |
Total Revenues | 43,765 | 39,267 |
Diagnostic Services | Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 39,843 | 37,559 |
Diagnostic Services | Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 3,922 | 1,708 |
Diagnostic Services | Mobile Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 43,536 | 38,690 |
Diagnostic Services | Camera Sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Diagnostic Services | Camera Support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Diagnostic Services | Healthcare Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 43,536 | 38,690 |
Diagnostic Services | Construction Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Diagnostic Services | Investments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | |
Diagnostic Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Lease Income | 0 | 0 |
Total Revenues | 14,791 | 9,965 |
Diagnostic Imaging | Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 5,614 | 5,544 |
Diagnostic Imaging | Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 9,177 | 4,421 |
Diagnostic Imaging | Mobile Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Diagnostic Imaging | Camera Sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 7,959 | 3,450 |
Diagnostic Imaging | Camera Support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 6,832 | 6,515 |
Diagnostic Imaging | Healthcare Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 14,791 | 9,965 |
Diagnostic Imaging | Construction Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Diagnostic Imaging | Investments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | |
Construction | ||
Disaggregation of Revenue [Line Items] | ||
Lease Income | 47 | 260 |
Total Revenues | 48,003 | 28,879 |
Construction | Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 3,921 | 3,255 |
Construction | Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 44,082 | 25,624 |
Construction | Mobile Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Construction | Camera Sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Construction | Camera Support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Construction | Healthcare Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Construction | Construction Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 47,956 | 28,619 |
Construction | Investments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | |
Investments | ||
Disaggregation of Revenue [Line Items] | ||
Lease Income | 0 | |
Total Revenues | 52 | |
Investments | Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | |
Investments | Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 52 | |
Investments | Mobile Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | |
Investments | Camera Sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | |
Investments | Camera Support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | |
Investments | Healthcare Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | |
Investments | Construction Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | |
Investments | Investments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 52 |
Revenue - Changes in Deferred R
Revenue - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Change In Contract With Customer, Liability [Roll Forward] | ||
Beginning balance | $ 2,352 | $ 1,801 |
Revenue recognized that was included in balance at beginning of the year | (1,975) | (1,494) |
Deferred revenue, net, related to contracts entered into during the year | 2,492 | 2,045 |
Ending balance | $ 2,869 | $ 2,352 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Non-current deferred revenue | $ 412,000 | $ 168,000 |
Billings in excess of costs and estimated profit | 312,000 | 0 |
Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 57,181,000 | 31,805,000 |
Services and goods transferred at a point in time | Diagnostic Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 3,922,000 | 1,708,000 |
Services and goods transferred at a point in time | Diagnostic Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 9,177,000 | 4,421,000 |
Adjustments | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 2,200,000 | |
Adjustments | Services and goods transferred at a point in time | Diagnostic Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 1,700,000 | |
Adjustments | Services and goods transferred at a point in time | Diagnostic Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 500,000 |
Supplementary Balance Sheet I_3
Supplementary Balance Sheet Information - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Supplementary Balance Sheet Disclosures [Abstract] | ||
Raw materials | $ 5,870 | $ 5,489 |
Work-in-process | 2,145 | 2,821 |
Finished goods | 830 | 1,876 |
Total inventories | 8,845 | 10,186 |
Less reserve for excess and obsolete inventories | (320) | (399) |
Inventories, net | $ 8,525 | $ 9,787 |
Supplementary Balance Sheet I_4
Supplementary Balance Sheet Information - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | $ 32,896 | $ 34,951 |
Accumulated depreciation | (23,978) | (25,189) |
Property and equipment, net | 8,918 | 9,762 |
Land | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | 805 | 805 |
Buildings and leasehold improvements | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | 4,823 | 4,771 |
Machinery and equipment | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | 24,881 | 25,687 |
Computer hardware and software | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | 2,387 | $ 3,688 |
Land and Building | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | $ 2,100 |
Supplementary Balance Sheet I_5
Supplementary Balance Sheet Information - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 09, 2021 | |
Supplementary Balance Sheet Information [Line Items] | |||
Gross property and equipment | $ 32,896 | $ 34,951 | |
Depreciation | 1,700 | 1,800 | |
Amortization of intangible assets | 1,728 | $ 2,124 | |
Amortization expense for intangible assets, 2022 | 1,700 | ||
Amortization expense for intangible assets, 2023 | 1,700 | ||
Amortization expense for intangible assets, 2024 | 1,700 | ||
Amortization expense for intangible assets, 2025 | 1,700 | ||
Amortization expense for intangible assets, 2026 | 1,700 | ||
Amortization expense for intangible assets, thereafter | 6,500 | ||
Land and Building | |||
Supplementary Balance Sheet Information [Line Items] | |||
Gross property and equipment | 2,100 | ||
947 Waterford Road, LLC | |||
Supplementary Balance Sheet Information [Line Items] | |||
Real estate sale, total consideration | $ 1,200 | ||
Carrying value of property held for sale | $ 1,000 |
Supplementary Balance Sheet I_6
Supplementary Balance Sheet Information - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | $ 22,121 | $ 22,947 |
Accumulated Amortization | (7,049) | (6,047) |
Intangible Assets, Net | 15,072 | 16,900 |
Customer relationships | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | 16,440 | 17,079 |
Accumulated Amortization | (6,056) | (5,238) |
Intangible Assets, Net | 10,384 | 11,841 |
Trademarks | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | 5,540 | 5,727 |
Accumulated Amortization | (853) | (670) |
Intangible Assets, Net | 4,687 | 5,057 |
Patents | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | 141 | 141 |
Accumulated Amortization | (140) | (139) |
Intangible Assets, Net | $ 1 | $ 2 |
Supplementary Balance Sheet I_7
Supplementary Balance Sheet Information - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Supplementary Balance Sheet Disclosures [Abstract] | ||
Professional fees | $ 832 | $ 534 |
Sales and property taxes payable | 550 | 453 |
Radiopharmaceuticals and consumable medical supplies | 78 | 219 |
Current portion of finance lease obligation | 588 | 594 |
Facilities and related costs | 169 | 70 |
Outside services and consulting | 282 | 181 |
Other accrued liabilities | 534 | 949 |
Other accrued liabilities | $ 3,033 | $ 3,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements (Details) - Fair Value, Nonrecurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | $ 47 | $ 90 |
Lumber derivative contracts | 666 | |
Total | 713 | 90 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 47 | 35 |
Lumber derivative contracts | 666 | |
Total | 713 | 35 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 0 | 55 |
Lumber derivative contracts | 0 | |
Total | 0 | 55 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 0 | 0 |
Lumber derivative contracts | 0 | |
Total | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) boardFeet in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)boardFeetderivative | Dec. 31, 2020USD ($)derivative | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized losses recorded in the period | $ 20 | |
Unrealized gains recorded in the period | $ (22) | |
Gain on derivative contracts | $ 400 | |
Net long (Buying) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, nonmonetary notional amount (in board feet) | boardFeet | 2,420 | |
Derivative, number of instruments held | derivative | 22 | 0 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - ATRM Holdings, Inc. $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Diagnostic Imaging | |
Goodwill [Line Items] | |
Recognition of ATRM | $ 1.6 |
KBS | |
Goodwill [Line Items] | |
Recognition of ATRM | 0.5 |
EBGL | |
Goodwill [Line Items] | |
Recognition of ATRM | $ 4 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | Feb. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 9,542 | $ 9,978 | |
Goodwill impairment | (3,359) | (436) | |
Goodwill, ending balance | 6,046 | 9,542 | |
EBGL | |||
Goodwill [Roll Forward] | |||
Goodwill impairment | (436) | ||
MDOS | |||
Goodwill [Roll Forward] | |||
De-recognition of MDOS | (137) | ||
KBS | |||
Goodwill [Roll Forward] | |||
Goodwill impairment | (3,359) | ||
Healthcare | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 1,745 | 1,745 | |
Goodwill, ending balance | 1,608 | 1,745 | |
Healthcare | EBGL | |||
Goodwill [Roll Forward] | |||
Goodwill impairment | 0 | ||
Healthcare | MDOS | |||
Goodwill [Roll Forward] | |||
De-recognition of MDOS | $ (100) | (137) | |
Healthcare | KBS | |||
Goodwill [Roll Forward] | |||
Goodwill impairment | 0 | ||
Construction | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 7,797 | 8,233 | |
Goodwill, ending balance | 4,438 | 7,797 | |
Construction | EBGL | |||
Goodwill [Roll Forward] | |||
Goodwill impairment | $ (436) | ||
Construction | MDOS | |||
Goodwill [Roll Forward] | |||
De-recognition of MDOS | 0 | ||
Construction | KBS | |||
Goodwill [Roll Forward] | |||
Goodwill impairment | $ (3,359) |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total Short Term Revolving Credit Facility | $ 12,869 | $ 18,362 |
Total short-term debt and current portion of long-term debt | 12,900 | |
Total Long Term Revolving Credit Facility | 0 | 3,700 |
Total Notes Payable To Related Parties | 0 | 2,307 |
Total debt | $ 12,869 | $ 24,369 |
Weighted-Average Interest Rate | 4.17% | 3.99% |
Debt Current | ||
Debt Instrument [Line Items] | ||
Total short-term debt and current portion of long-term debt | $ 12,869 | $ 18,362 |
Weighted-Average Interest Rate | 4.17% | 3.17% |
Short Term Paycheck Protection Program Notes | ||
Debt Instrument [Line Items] | ||
Total Short Term Revolving Credit Facility | $ 0 | $ 1,856 |
Weighted-Average Interest Rate | 0.00% | 1.00% |
Short-term Debt | ||
Debt Instrument [Line Items] | ||
Total Short Term Revolving Credit Facility | $ 1,070 | $ 681 |
Weighted-Average Interest Rate | 6.25% | 6.13% |
Debt Noncurrent | ||
Debt Instrument [Line Items] | ||
Total Long Term Revolving Credit Facility | $ 0 | $ 3,700 |
Weighted-Average Interest Rate | 0.00% | 3.06% |
Long-term Debt | ||
Debt Instrument [Line Items] | ||
Total Long Term Revolving Credit Facility | $ 0 | $ 1,379 |
Weighted-Average Interest Rate | 0.00% | 6.52% |
Gerber Star | Gerber Star | ||
Debt Instrument [Line Items] | ||
Total Long Term Revolving Credit Facility | $ 0 | $ 1,058 |
Weighted-Average Interest Rate | 0.00% | 6.75% |
Gerber Star | Gerber Star | ||
Debt Instrument [Line Items] | ||
Total Short Term Revolving Credit Facility | $ 1,070 | $ 262 |
Weighted-Average Interest Rate | 6.25% | 6.75% |
Premier Term Loan | Premier Term Loan | ||
Debt Instrument [Line Items] | ||
Total Long Term Revolving Credit Facility | $ 0 | $ 321 |
Weighted-Average Interest Rate | 0.00% | 5.75% |
Premier Term Loan | Premier Term Loan | ||
Debt Instrument [Line Items] | ||
Total Short Term Revolving Credit Facility | $ 0 | $ 419 |
Weighted-Average Interest Rate | 0.00% | 5.75% |
Long Term Paycheck Protection Program Notes | ||
Debt Instrument [Line Items] | ||
Total Long Term Revolving Credit Facility | $ 0 | $ 2,321 |
Weighted-Average Interest Rate | 0.00% | 1.00% |
Total Notes Payable To Related Parties | ||
Debt Instrument [Line Items] | ||
Total Notes Payable To Related Parties | $ 0 | $ 2,307 |
Weighted-Average Interest Rate | 0.00% | 12.00% |
LSV Co-Invest I Promissory Note (“January Note”) | ||
Debt Instrument [Line Items] | ||
Total Notes Payable To Related Parties | $ 0 | $ 709 |
Weighted-Average Interest Rate | 0.00% | 12.00% |
LSV Co-Invest I Promissory Note (“June Note”) | ||
Debt Instrument [Line Items] | ||
Total Notes Payable To Related Parties | $ 0 | $ 1,220 |
Weighted-Average Interest Rate | 0.00% | 12.00% |
LSVM Note | ||
Debt Instrument [Line Items] | ||
Total Notes Payable To Related Parties | $ 0 | $ 378 |
Weighted-Average Interest Rate | 0.00% | 12.00% |
Revolving Credit Facility | Total Short Term Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total Short Term Revolving Credit Facility | $ 11,799 | $ 15,825 |
Weighted-Average Interest Rate | 3.98% | 3.30% |
Revolving Credit Facility | Revolving Credit Facility - Gerber KBS | ||
Debt Instrument [Line Items] | ||
Total Short Term Revolving Credit Facility | $ 3,131 | $ 1,099 |
Total Long Term Revolving Credit Facility | $ 3,100 | |
Weighted-Average Interest Rate | 6.00% | 6.00% |
Revolving Credit Facility | Revolving Credit Facility - Gerber EBGL | ||
Debt Instrument [Line Items] | ||
Total Short Term Revolving Credit Facility | $ 1,652 | $ 2,016 |
Weighted-Average Interest Rate | 6.00% | 6.00% |
Revolving Credit Facility | Revolving Credit Facility - SNB | ||
Debt Instrument [Line Items] | ||
Total Short Term Revolving Credit Facility | $ 7,016 | $ 12,710 |
Weighted-Average Interest Rate | 2.60% | 2.64% |
Debt - Term Loans (Details)
Debt - Term Loans (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Star and Premier Loans | ||
Debt Instrument [Line Items] | ||
Amount outstanding | $ 1,246 | $ 2,373 |
Unamortized debt issuance costs | (176) | (313) |
Total | 1,070 | 2,060 |
Gerber Star | ||
Debt Instrument [Line Items] | ||
Amount outstanding | 1,246 | 1,633 |
Premier Term Loan | ||
Debt Instrument [Line Items] | ||
Amount outstanding | $ 0 | $ 740 |
Debt - Sterling Credit Facility
Debt - Sterling Credit Facility (Details) - Revolving Credit Facility - USD ($) $ in Millions | Mar. 29, 2019 | Dec. 31, 2021 | Mar. 31, 2021 | Feb. 26, 2021 |
Debt Instrument [Line Items] | ||||
Stated rate | 3.00% | |||
Letter of Credit | Sterling National Bank | ||||
Debt Instrument [Line Items] | ||||
Aggregate amount | $ 0.1 | |||
Credit Facility Due March 2024 | Line of Credit | Sterling National Bank | ||||
Debt Instrument [Line Items] | ||||
Credit facility term | 5 years | |||
Maximum credit amount | $ 20 | $ 7 | ||
Aggregate amount | $ 0.5 | |||
Borrowing availability | $ 2.5 | |||
Unused capacity fee percentage | 0.25% | |||
Remaining borrowing capacity | $ 4 | |||
Credit Facility Due March 2024 | Line of Credit | Sterling National Bank | Minimum | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio | 1.25 | |||
Credit Facility Due March 2024 | Line of Credit | Sterling National Bank | Maximum | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio | 3.50 | |||
Credit Facility Due March 2024 | Line of Credit | Sterling National Bank | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Stated rate | 2.50% | |||
Additional margin rate | 2.25% | |||
Credit Facility Due March 2024 | Line of Credit | Sterling National Bank | Floating Rate | ||||
Debt Instrument [Line Items] | ||||
Additional margin rate | 2.60% |
Debt - Construction Loan Agreem
Debt - Construction Loan Agreements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 30, 2021 | Dec. 31, 2020 | Feb. 23, 2016 |
Debt Instrument [Line Items] | ||||
Amount outstanding | $ 0 | $ 3,700 | ||
Revolving Credit Facility | Revolving Credit Facility - Gerber KBS | ||||
Debt Instrument [Line Items] | ||||
Amount outstanding | 3,100 | |||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 4,800 | |||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility - Gerber KBS | ||||
Debt Instrument [Line Items] | ||||
Amount outstanding | 3,100 | |||
Maximum credit amount | 4,000 | $ 4,000 | ||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility - Gerber EBGL | ||||
Debt Instrument [Line Items] | ||||
Amount outstanding | 1,700 | |||
Maximum credit amount | $ 3,000 | $ 4,000 |
Debt - KBS Loan Agreement (Deta
Debt - KBS Loan Agreement (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 26, 2021 | Dec. 31, 2020 | Feb. 23, 2016 | |
Debt Instrument [Line Items] | |||||||
Amount outstanding | $ 0 | $ 3,700,000 | |||||
Revolving Credit Facility - Gerber KBS | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant for income | $ 385,000 | 500,000 | |||||
Debt covenant, minimum earnings before interest tax and depreciation | $ 880,000 | 1,500,000 | |||||
Revolving Credit Facility - Gerber KBS | Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant for income | $ 0 | $ 500,000 | |||||
Debt covenant, minimum earnings before interest tax and depreciation | $ 0 | $ 850,000 | |||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Stated rate | 3.00% | ||||||
Revolving Credit Facility | Revolving Credit Facility - Gerber KBS | |||||||
Debt Instrument [Line Items] | |||||||
Amount outstanding | 3,100,000 | ||||||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility - Gerber KBS | |||||||
Debt Instrument [Line Items] | |||||||
Maximum credit amount | $ 4,000,000 | $ 4,000,000 | |||||
Line of credit facility, automatic extension, period | 1 year | ||||||
Stated rate | 6.00% | ||||||
Line of credit facility, commitment fee percentage | 1.50% | ||||||
Monthly collateral monitoring fee percentage | 0.10% | ||||||
Amount outstanding | $ 3,100,000 | ||||||
Revolving Credit Facility | Line of Credit | Revolving Credit Facility - Gerber KBS | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Stated rate | 2.75% |
Debt - EBGL Premier Note (Detai
Debt - EBGL Premier Note (Details) - USD ($) | Dec. 31, 2021 | Feb. 26, 2021 | Dec. 31, 2020 | Jan. 31, 2020 | Jun. 30, 2017 |
Line of Credit Facility [Line Items] | |||||
Short-term debt and current portion of long-term debt | $ 12,869,000 | $ 18,362,000 | |||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Stated rate | 3.00% | ||||
Line of Credit | EBGL Premier Note | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum credit amount | $ 1,000,000 | $ 3,000,000 | |||
Stated rate | 5.75% | ||||
Short-term debt and current portion of long-term debt | $ 0 | ||||
Line of Credit | EBGL Premier Note | Prime Rate | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Stated rate | 1.50% |
Debt - Gerber Star and EBGL Loa
Debt - Gerber Star and EBGL Loans (Details) | Apr. 30, 2020USD ($)installment | Jan. 31, 2020USD ($)installment | Jun. 30, 2022USD ($) | Jun. 30, 2021 | Sep. 30, 2020USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Jul. 30, 2021USD ($) | Feb. 26, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 05, 2020USD ($) | Jun. 30, 2017USD ($) |
Line of Credit Facility [Line Items] | ||||||||||||
Amount outstanding | $ 0 | $ 3,700,000 | ||||||||||
Star Loan Agreement | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Amount outstanding | 1,100,000 | |||||||||||
Revolving Credit Facility - Gerber EBGL | Forecast | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt covenant for income | $ 0 | $ 1,000,000 | ||||||||||
Debt covenant, minimum earnings before interest tax and depreciation | $ 0 | $ 1,000,000 | ||||||||||
Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Stated rate | 3.00% | |||||||||||
Revolving Credit Facility | EBGL Loan Agreement | Collateral Pledged | LSVI | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Cash | $ 300,000 | |||||||||||
Revolving Credit Facility | Revolving Credit Facility - Gerber EBGL | Line of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Maximum credit amount | 3,000,000 | $ 4,000,000 | ||||||||||
Amount outstanding | $ 1,700,000 | |||||||||||
Revolving Credit Facility | EBGL Premier Note | Line of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Maximum credit amount | $ 1,000,000 | $ 3,000,000 | ||||||||||
Line of credit facility, commitment fee percentage | 1.50% | |||||||||||
Monthly collateral monitoring fee percentage | 0.10% | |||||||||||
Stated rate | 5.75% | |||||||||||
EBGL Credit Parties | Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Maximum credit amount | $ 3,000,000 | |||||||||||
Line of credit facility, automatic extension, period | 1 year | |||||||||||
Star Credit Parties | Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Maximum credit amount | $ 2,500,000 | |||||||||||
KBS Builders Inc | Star Credit Parties | Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Maximum credit amount | $ 2,000,000 | |||||||||||
Number of monthly installments | installment | 60 | |||||||||||
EBGL | Star Credit Parties | Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Maximum credit amount | $ 300,000 | $ 500,000 | ||||||||||
Number of monthly installments | installment | 3 | 12 | ||||||||||
Line of credit facility increase | $ 300,000 | $ 300,000 | ||||||||||
Repayments of lines of credit | $ 300,000 | |||||||||||
Board of Directors Chairman | Revolving Credit Facility | Star Loan Agreement | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Contractual obligation | $ 2,500,000 | $ 500,000 | ||||||||||
Board of Directors Chairman | Star Credit Parties | Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Contractual obligation discharged | $ 2,500,000 | |||||||||||
Prime Rate | Revolving Credit Facility | Star Loan Agreement | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Additional margin rate | 3.50% | |||||||||||
Prime Rate | Revolving Credit Facility | EBGL Premier Note | Line of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Stated rate | 1.50% | |||||||||||
Prime Rate | EBGL Credit Parties | Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Additional margin rate | 2.75% |
Debt - Paycheck Protection Prog
Debt - Paycheck Protection Program (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | May 30, 2020 | May 07, 2020 | May 05, 2020 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | ||||||
Gain on forgiveness of PPP loans | $ 4,200,000 | $ 2,500,000 | ||||
PPP Loans | ||||||
Debt Instrument [Line Items] | ||||||
Total Paycheck Protection Program notes | $ 6,700,000 | |||||
Debt term | 2 years | |||||
Stated rate | 1.00% | |||||
Unsecured debt outstanding | $ 0 | |||||
PPP Loans | KBS | ||||||
Debt Instrument [Line Items] | ||||||
Total Paycheck Protection Program notes | $ 800,000 | |||||
PPP Loans | EdgeBuilder | ||||||
Debt Instrument [Line Items] | ||||||
Total Paycheck Protection Program notes | 200,000 | |||||
PPP Loans | Glenbrook | ||||||
Debt Instrument [Line Items] | ||||||
Total Paycheck Protection Program notes | $ 200,000 | |||||
Company Note | ||||||
Debt Instrument [Line Items] | ||||||
Total Paycheck Protection Program notes | $ 800,000 | |||||
DIS Note | ||||||
Debt Instrument [Line Items] | ||||||
Total Paycheck Protection Program notes | $ 3,000,000 | |||||
DMS Imaging Note | ||||||
Debt Instrument [Line Items] | ||||||
Total Paycheck Protection Program notes | $ 1,600,000 | |||||
DMS Health Note | ||||||
Debt Instrument [Line Items] | ||||||
Total Paycheck Protection Program notes | $ 100,000 |
Commitments And Contingencies (
Commitments And Contingencies (Details) - Settled Litigation - Kiefer - USD ($) $ in Thousands | Dec. 27, 2021 | Dec. 20, 2021 |
Loss Contingencies [Line Items] | ||
Final settlement amount | $ 4,960 | |
Settlement payment | $ 100 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Option to terminate period | 1 year | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Current Liabilities | Other Current Liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
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, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,429 | $ 1,303 |
Finance lease cost: | ||
Amortization of finance lease assets | 476 | 463 |
Interest on finance lease liabilities | 81 | 92 |
Total finance lease cost | $ 557 | $ 555 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 1,197 | $ 1,201 |
Operating cash flows from finance leases | 81 | 92 |
Financing cash flows from finance leases | 669 | 588 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 3,035 | 1,762 |
Finance leases | $ 509 | $ 579 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease right-of-use assets, net | $ 4,494 | $ 2,935 |
Operating lease liabilities | 1,253 | 1,278 |
Operating lease liabilities, net of current portion | 3,299 | 1,727 |
Total operating lease liabilities | 4,552 | 3,005 |
Finance lease assets | 2,901 | 2,765 |
Finance lease accumulated amortization | (1,377) | (791) |
Total finance lease assets, net | 1,524 | 1,974 |
Finance lease liabilities | 588 | 594 |
Finance lease liabilities, net of current | 706 | 937 |
Total finance lease liabilities | $ 1,294 | $ 1,531 |
Operating lease, weighted-average remaining lease term (in years) | 3 years 10 months 24 days | 3 years |
Financing leases, weighted-average remaining lease term (in years) | 2 years 7 months 6 days | 2 years 9 months 18 days |
Operating leases, weighted-average discount rate | 4.23% | 4.73% |
Financing leases, weighted-average discount rate | 5.05% | 6.44% |
Increase in operating lease liability | $ 1,600 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments, Lessee (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 1,417 | |
2023 | 1,252 | |
2024 | 1,126 | |
2025 | 658 | |
Thereafter | 496 | |
Total future minimum lease payments | 4,949 | |
Less amounts representing interest | (397) | |
Present value of lease obligations | 4,552 | $ 3,005 |
Finance Leases | ||
2022 | 635 | |
2023 | 406 | |
2024 | 251 | |
2025 | 83 | |
Thereafter | 0 | |
Total future minimum lease payments | 1,375 | |
Less amounts representing interest | (81) | |
Present value of lease obligations | $ 1,294 | $ 1,531 |
Share Based Compensation - Narr
Share Based Compensation - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)plan$ / sharesshares | Dec. 31, 2020USD ($)shares | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Number of active equity incentive plans | plan | 2 | |
Aggregate number of shares of common stock authorized to issue under the Plans (in shares) | 485,000 | |
Shares available for future issuance under the Plans (in shares) | 109,799 | |
Number of shares reserved for issuance under the Plans (in shares) | 59,620 | |
Stock options granted (in shares) | 0 | 0 |
Unrecognized compensation cost related to unvested stock options | $ | $ 0 | |
Options exercised (in shares) | 0 | 0 |
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 | $ 2.85 | |
Total share-based compensation expense | $ | $ 525,000 | $ 510,000 |
Stock Options | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock options contractual term under the Plans | 4 years 1 month 2 days | |
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 contractual term under the Plans | 7 years | |
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 | |
Stock options contractual term under the Plans | 10 years | |
Restricted Stock | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Unrecognized compensation costs | $ | $ 500,000 | |
Weighted average period of years | 1 year 9 months 18 days | |
Restricted Stock | Minimum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
restricted stock vesting period under the Plans | 1 year | |
Restricted Stock | 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) - Stock Options $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Options outstanding, beginning balance (in shares) | shares | 35 |
Options expired (in shares) | shares | (29) |
Options outstanding, ending balance (in shares) | shares | 6 |
Options exercisable, ending balance (in shares) | shares | 6 |
Weighted- Average Exercise Price per Share | |
Options outstanding, weighted-average exercise price per share, beginning balance (usd per share) | $ / shares | $ 36.83 |
Options expired, weighted average exercise price per share (usd per share) | $ / shares | 33.88 |
Options outstanding, weighted-average exercise price per share, ending balance (usd per share) | $ / shares | 51.20 |
Options exercisable, weighted-average exercise price per share, ending balance (usd per share) | $ / shares | $ 51.20 |
Options outstanding , weighted average remaining contractual term (in years) | 4 years 1 month 2 days |
Options exercisable, weighted average remaining contractual term (in years) | 4 years 1 month 2 days |
Options outstanding, aggregate intrinsic value | $ | $ 0 |
Options exercisable, aggregate intrinsic value | $ | $ 0 |
Share Based Compensation - Rest
Share Based Compensation - Restricted Stock Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted-Average Grant Date Fair Value Per Share | ||
Granted (in usd per share) | $ 2.85 | |
Restricted Stock | ||
Number of Shares | ||
Non-vested restricted stock units outstanding, beginning balance (in shares) | 34 | |
Adjusted non-vested restricted stock units (in shares) | 76 | |
Granted (in shares) | 259 | |
Forfeited (in shares) | 0 | |
Vested (in shares) | (107) | |
Non-vested restricted stock units outstanding, ending balance (in shares) | 262 | 34 |
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) | $ 12.39 | |
Adjusted non-vested restricted stock units (in usd per shares) | 2.71 | |
Forfeited (in usd per share) | 20.50 | |
Vested (in usd per share) | 5.28 | |
Non-vested restricted stock units outstanding, weighted average grant date fair value, ending balance (in usd per share) | $ 3.01 | $ 12.39 |
Fair value on vesting date of vested restricted stock units | $ 313 | $ 159 |
Share Based Compensation - Allo
Share Based Compensation - Allocation of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 525 | $ 510 |
Cost of revenues | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 11 | 27 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 514 | $ 483 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current provision: | ||
Federal | $ 4 | $ 0 |
State | 20 | 89 |
Total current provision | 24 | 89 |
Deferred provision: | ||
Federal | 6 | 21 |
State | 30 | 19 |
Total deferred provision | 36 | 40 |
Total income tax provision | $ 60 | $ 129 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Intraperiod tax allocation expense (benefit) | $ 79 | $ (22) | |
Valuation allowance for deferred tax assets | (18,007) | (18,912) | |
State income tax net operating loss carryforwards | 50,400 | ||
Unrecognized tax benefits | 2,561 | $ 2,778 | $ 2,941 |
Tax benefits, if recognized, would reduce effective tax rate | 2,100 | ||
Internal Revenue Service (IRS) | |||
Operating Loss Carryforwards [Line Items] | |||
Federal income tax net operating loss carryforwards | 79,100 | ||
State loss carryforward subject to expiration | 15,600 | ||
Federal and California research and other credit carryforwards | 400 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
State loss carryforward subject to expiration | 1,300 | ||
California Franchise Tax Board | |||
Operating Loss Carryforwards [Line Items] | |||
Federal and California research and other credit carryforwards | 2,100 | ||
Expiring In Next Twelve Months | Internal Revenue Service (IRS) | |||
Operating Loss Carryforwards [Line Items] | |||
State loss carryforward subject to expiration | 16,000 | ||
Expiring In Next Twelve Months | State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
State loss carryforward subject to expiration | $ 2,600 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at statutory federal rate | 21.00% | 21.00% |
State income tax expense, net of federal benefit | (0.70%) | 0.40% |
Permanent differences and other | 5.60% | (11.70%) |
PPP Loan Forgiveness | 10.50% | 12.80% |
Revaluation of deferred taxes due to change in effective state tax rates | 2.40% | (1.10%) |
Expiration of net operating loss and tax credit carryovers | (40.60%) | (47.40%) |
Stock compensation | (0.90%) | (1.30%) |
Reserve for uncertain tax positions and other reserves | 2.60% | 4.00% |
Change in valuation allowance | (0.60%) | 20.10% |
Provision for income taxes | (0.70%) | (3.20%) |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 19,651 | $ 22,614 |
Research and development and other credits | 72 | 72 |
Reserves | 477 | 363 |
Operating lease liabilities | 2,068 | 2,619 |
Interest carryover | 22 | 14 |
Other, net | 785 | 1,183 |
Total deferred tax assets | 23,075 | 26,865 |
Deferred tax liabilities: | ||
Fixed assets and other | (316) | (1,342) |
Right of use assets | (1,974) | (2,534) |
Intangibles | (2,850) | (4,128) |
Total deferred tax liabilities | (5,140) | (8,004) |
Valuation allowance for deferred tax assets | (18,007) | (18,912) |
Net deferred tax liabilities | $ (72) | $ (51) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 2,778 | $ 2,941 |
Expiration of the statute of limitations for the assessment of taxes | (217) | (163) |
Balance at end of year | $ 2,561 | $ 2,778 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Maximum annual contribution of annual salary per employee | 100.00% | |
The Company's contributions to its retirement plans | $ 0.2 | $ 0.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 10, 2021 | Jul. 10, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 05, 2020 | Mar. 29, 2019 |
Related Party Transaction [Line Items] | ||||||
Notes payable to related parties | $ 0 | $ 2,307 | ||||
Weighted average interest rate | 4.17% | 3.99% | ||||
Board of Directors Chairman | ||||||
Related Party Transaction [Line Items] | ||||||
Guarantor obligations, maximum exposure, undiscounted | $ 500 | $ 1,500 | ||||
Board of Directors Chairman | Digirad Corporation | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of outstanding shares | 14.60% | |||||
Preferred stock outstanding (in shares) | 1,289,978 | |||||
LSVM | ||||||
Related Party Transaction [Line Items] | ||||||
Net proceeds from sale and exercise of common stock, over allotment options and warrants (in shares) | 300,000 | |||||
Sale of stock price (in usd per share) | $ 10 | |||||
ATRM Holdings, Inc. | Board of Directors Chairman | ||||||
Related Party Transaction [Line Items] | ||||||
Number of preferred stock shares acquired (in shares) | 100,000 | |||||
Business acquisition share price (in usd per share) | $ 10 | |||||
Consideration transferred | $ 1,000 | |||||
Private Placement | Board of Directors Chairman | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 650,000 | |||||
Sale of stock price (in usd per share) | $ 3.25 | |||||
ATRM Unsecured Promissory Note, Due January 12, 2020 | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable to related parties | $ 700 | |||||
ATRM Unsecured Promissory Note, Due January 12, 2020 | Notes Payable, Other Payables | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Stated rate | 10.00% | |||||
ATRM Unsecured Promissory Note, Due January 12, 2020 | Notes Payable, Other Payables | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Weighted average interest rate | 12.00% | |||||
ATRM Unsecured Promissory Note, Due June 1, 2020 | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable to related parties | $ 1,200 | |||||
ATRM Unsecured Promissory Note, Due June 1, 2020 | Notes Payable, Other Payables | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Stated rate | 10.00% | |||||
ATRM Unsecured Promissory Note, Due June 1, 2020 | Notes Payable, Other Payables | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Weighted average interest rate | 12.00% | |||||
ATRM Unsecured Promissory Note, Due November 30, 2020 | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable to related parties | $ 400 | |||||
ATRM Unsecured Promissory Note, Due November 30, 2020 | Notes Payable, Other Payables | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Stated rate | 10.00% | |||||
ATRM Unsecured Promissory Note, Due November 30, 2020 | Notes Payable, Other Payables | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Weighted average interest rate | 12.00% |
Segments (Details)
Segments (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 4 | |
Consolidated revenue | $ 106,559 | $ 78,163 |
Consolidated gross profit | 15,240 | 13,987 |
Loss from continuing operations | (11,595) | (7,208) |
Segment loss from operations | (8,236) | (6,772) |
Goodwill impairment | (3,359) | (436) |
Total depreciation and amortization | 3,472 | 3,936 |
Adjustments | ||
Segment Reporting Information [Line Items] | ||
Loss from continuing operations | (9,500) | |
Non-US | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 200 | 300 |
Diagnostic Services Segment | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 43,765 | 39,267 |
Diagnostic Imaging | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 14,791 | 9,965 |
Construction | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 48,003 | 28,879 |
Investments | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 52 | |
Operating Segments | Diagnostic Services Segment | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 43,765 | 39,267 |
Consolidated gross profit | 7,364 | 6,758 |
Loss from continuing operations | 1,673 | (919) |
Total depreciation and amortization | 1,103 | 1,222 |
Operating Segments | Diagnostic Imaging | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 14,791 | 9,965 |
Consolidated gross profit | 5,095 | 3,391 |
Loss from continuing operations | 252 | (820) |
Total depreciation and amortization | 212 | 260 |
Operating Segments | Construction | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 48,003 | 28,879 |
Consolidated gross profit | 3,008 | 4,047 |
Loss from continuing operations | (4,322) | (2,981) |
Total depreciation and amortization | 1,931 | 2,172 |
Operating Segments | Investments | ||
Segment Reporting Information [Line Items] | ||
Consolidated revenue | 0 | 52 |
Consolidated gross profit | (227) | (209) |
Loss from continuing operations | (255) | (363) |
Total depreciation and amortization | 226 | 282 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Loss from continuing operations | $ (5,584) | $ (1,689) |
Variable Interest Entity (Detai
Variable Interest Entity (Details) $ in Millions | Dec. 31, 2021USD ($) |
Noncontrolling Interest [Abstract] | |
Maximum loss exposure | $ 0.3 |
Perpetual Preferred Stock - Nar
Perpetual Preferred Stock - Narrative (Details) - USD ($) | Feb. 25, 2022 | Dec. 31, 2021 | Nov. 22, 2021 | Aug. 16, 2021 | May 26, 2021 |
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate percentage | 10.00% | ||||
Preferred stock, liquidation preference (in usd per share) | $ 10 | ||||
Preferred stock dividends paid | $ 0 | ||||
Preferred stock dividends in arrears | $ 0 | ||||
Series A Cumulative Perpetual Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate percentage | 10.00% | ||||
Dividends (in usd per share) | $ 0.25 | $ 0.25 | |||
Preferred stock dividends paid | $ 480,000 | ||||
Series A Cumulative Perpetual Preferred Stock | Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate percentage | 10.00% | ||||
Dividends (in usd per share) | $ 0.25 | ||||
Preferred stock dividends paid | $ 500,000 | ||||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate percentage | 10.00% | ||||
Dividends (in usd per share) | $ 1.556 | ||||
Preferred stock dividends in arrears | $ 3,500,000 |
Perpetual Preferred Stock - Act
Perpetual Preferred Stock - Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2020 | $ 21,500 | |
Deemed dividend on Series A Preferred Stock | 1,906 | $ 1,916 |
Cash Dividend paid on Preferred Stock | (4,418) | 0 |
Balance at December 31, 2021 | $ 18,988 | $ 21,500 |
Preferred Stock Rights (Details
Preferred Stock Rights (Details) - $ / shares | Dec. 31, 2021 | Jun. 02, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Common stock par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of days for stock rights to become exercisable (in days) | 10 days | ||
Acquisition of common stock, threshold (percent) | 4.99% | ||
Dividend rights exercisable (in shares) | 0 | ||
Series C | |||
Class of Stock [Line Items] | |||
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Cash redemption price (in usd per share) | $ 12 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Public Stock Offering $ / shares in Units, $ in Millions | Jan. 24, 2022USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Number of shares issued in transaction (in shares) | shares | 9,500,000 |
Number of warrants issued in transaction (in shares) | shares | 9,500,000 |
Sale of stock price (in usd per share) | $ / shares | $ 1.50 |
Consideration received | $ | $ 14.3 |
Net proceeds | $ | $ 12.8 |