Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 07, 2023 | Jun. 30, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | $ 10.4 | ||
Entity Common Stock, Shares Outstanding | 15,133,219 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement relating to its 2023 annual meeting of shareholders (the “2023 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2023 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 | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | STRR | ||
Security Exchange Name | NASDAQ | ||
Series A cumulative perpetual preferred stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | ||
Trading Symbol | STRRP | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Wolf & Company, P.C. |
Auditor Location | Boston, MA |
Auditor Firm ID | 392 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Revenues: | ||||
Total revenues | $ 112,151 | $ 106,559 | ||
Cost of revenues: | ||||
Total cost of revenues | 86,272 | 91,319 | ||
Gross profit | 25,879 | 15,240 | ||
Operating expenses: | ||||
Selling, general and administrative | 27,264 | 22,595 | ||
Amortization of intangible assets | 1,720 | 1,728 | ||
Goodwill impairment | 0 | 3,359 | ||
Gain on sale of MD Office Solutions | 0 | (847) | ||
Total operating expenses | 28,984 | 26,835 | ||
Net income (loss) from continuing operations | (3,105) | (11,595) | ||
Other income (expense): | ||||
Other income (expense), net | (998) | (550) | ||
Interest expense, net | (975) | (905) | ||
Gain on Paycheck Protection Program loan forgiveness | 0 | 4,179 | ||
Total other income (expense), net | (1,973) | 2,724 | ||
Income (loss) from continuing operations before income taxes | [1] | (5,078) | (8,871) | |
Income tax provision | (174) | (60) | ||
Income (loss) from continuing operations, net of tax | (5,252) | (8,931) | ||
Income (loss) from discontinued operations, net of tax | 0 | 5,948 | ||
Net income (loss) | (5,252) | (2,983) | [1] | |
Deemed dividend on Series A perpetual preferred stock | (1,916) | (1,906) | ||
Net income (loss) attributable to common stockholders | (7,168) | (4,889) | ||
Net income (loss) attributable to common stockholders | $ (7,168) | $ (4,889) | ||
Net loss per share - basic and diluted | ||||
Net income (loss) per share, continuing operations, basic (in usd per share) | $ (0.36) | $ (1.76) | ||
Net income (loss) per share, continuing operations, diluted (in usd per share) | (0.36) | (1.76) | ||
Net income (loss) per share, discontinued operations, basic (in usd per share) | 0 | 1.17 | ||
Net income (loss) per share, discontinued operations, diluted (in usd per share) | 0 | 1.17 | ||
Net income (loss) per share - basic (in usd per share) | [1] | (0.36) | (0.59) | |
Net income (loss) per share - diluted (in usd per share) | [1] | (0.36) | (0.59) | |
Deemed dividend on Series A cumulative perpetual preferred stock per share (in usd per share) | (0.13) | (0.37) | ||
Net income (loss) per share, attributable to common stockholders - basic (in usd per share) | (0.49) | (0.96) | ||
Net income (loss) per share, attributable to common stockholders - diluted (in usd per share) | $ (0.49) | $ (0.96) | ||
Weighted-average common shares outstanding - basic (in shares) | 14,751 | 5,085 | ||
Weighted-average common shares outstanding - diluted (in shares) | 14,751 | 5,085 | ||
Dividends declared per share of Series A perpetual preferred stock (in usd per share) | $ 1 | $ 2.31 | ||
Healthcare | ||||
Revenues: | ||||
Total revenues | $ 55,002 | $ 58,556 | ||
Cost of revenues: | ||||
Total cost of revenues | 41,493 | 46,097 | ||
Construction | ||||
Revenues: | ||||
Total revenues | 57,149 | 48,003 | ||
Cost of revenues: | ||||
Total cost of revenues | 44,489 | 44,995 | ||
Investments | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Cost of revenues: | ||||
Total cost of revenues | $ 290 | $ 227 | ||
[1]Earnings per share may not add due to rounding |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 4,665 | $ 4,538 |
Restricted cash | 142 | 278 |
Investments in equity securities | 3,490 | 47 |
Lumber derivative contracts | 0 | 666 |
Accounts receivable, net of allowances of $714 and $843, respectively | 17,756 | 15,811 |
Inventories, net | 10,627 | 8,525 |
Other current assets | 2,587 | 1,998 |
Total current assets | 39,267 | 31,863 |
Property and equipment, net | 8,348 | 8,918 |
Operating lease right-of-use assets, net | 4,482 | 4,494 |
Intangible assets, net | 13,352 | 15,072 |
Goodwill | 6,046 | 6,046 |
Other assets | 1,807 | 1,659 |
Total assets | 73,302 | 68,052 |
Current liabilities: | ||
Accounts payable | 3,430 | 4,277 |
Accrued liabilities | 3,137 | 2,445 |
Accrued compensation | 3,701 | 3,051 |
Accrued warranty | 291 | 569 |
Lumber derivative contracts | 104 | 0 |
Billings in excess of costs and estimated profit | 0 | 312 |
Deferred revenue | 3,376 | 2,457 |
Short-term debt | 11,682 | 12,869 |
Operating lease liabilities | 1,427 | 1,253 |
Finance lease liabilities | 397 | 588 |
Total current liabilities | 27,545 | 27,821 |
Deferred tax liabilities | 176 | 72 |
Operating lease liabilities, net of current portion | 3,141 | 3,299 |
Finance lease liabilities, net of current portion | 386 | 706 |
Other liabilities | 299 | 412 |
Total liabilities | 31,547 | 32,310 |
Commitments and contingencies (Note 9) | ||
Preferred stock,$0.0001 par value:10,000,000 shares authorized: Series A Preferred Stock, 8,000,000 shares authorized, liquidation preference ($10.00 per share), 1,915,637 shares issued and outstanding at December 31, 2021. (Liquidation preference: $18,988,390 as of December 31, 2021.) | 0 | 18,988 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value: 50,000,000 and 30,000,000 shares authorized; 15,177,919 and 5,805,916 shares issued and outstanding (net of treasury shares) at December 31, 2022 and 2021, respectively | 1 | 0 |
Treasury stock, at cost; 258,849 shares at December 31, 2022 and 2021, respectively | (5,728) | (5,728) |
Additional paid-in capital | 161,715 | 150,451 |
Accumulated deficit | (133,221) | (127,969) |
Total stockholders’ equity | 41,755 | 16,754 |
Total liabilities, mezzanine equity and stockholders’ equity | 73,302 | 68,052 |
Series A Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock,$0.0001par value: 10,000,000 shares authorized: Series A Preferred Stock, 8,000,000 shares authorized, liquidation preference (10.00 per share), 1,915,637 shares issued and outstanding at December 31, 2022. (Liquidation preference: $18,988,390 as of December 31, 2022.) | 18,988 | 0 |
Series C Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock,$0.0001par value: 10,000,000 shares authorized: Series A Preferred Stock, 8,000,000 shares authorized, liquidation preference (10.00 per share), 1,915,637 shares issued and outstanding at December 31, 2022. (Liquidation preference: $18,988,390 as of December 31, 2022.) | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for credit loss, current | $ 714,000 | $ 843,000 |
Temporary equity, par value (in usd per share) | $ 0.0001 | |
Temporary equity, shares authorized (in shares) | 10,000,000 | |
Temporary equity, shares outstanding (in shares) | 0 | 1,916,000 |
Preferred stock par value (in usd per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Liquidation preference (in usd per share) | $ 10 | |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 50,000,000 | 30,000,000 |
Common stock, issued (in shares) | 15,177,919 | 5,805,916 |
Common stock, outstanding (in shares) | 15,177,919 | 5,805,916 |
Treasury stock (in shares) | 258,849 | 258,849 |
Series A Preferred Stock | ||
Temporary equity, shares authorized (in shares) | 8,000,000 | |
Temporary equity, liquidation preference per share (in usd per share) | $ 10 | |
Temporary equity, shares issued (in shares) | 1,915,637 | |
Temporary equity, shares outstanding (in shares) | 1,915,637 | |
Temporary equity, liquidation preference | $ 18,988,390 | |
Preferred stock, shares authorized (in shares) | 8,000,000 | |
Liquidation preference (in usd per share) | $ 10 | |
Preferred stock, shares issued (in shares) | 1,915,637 | |
Preferred stock, outstanding (in shares) | 1,915,637 | |
Preferred stock, liquidation preference | $ 18,988,390 | |
Series C Preferred Stock | ||
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000 | 25,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Operating activities | |||
Net income (loss) | $ (5,252) | $ (2,983) | [1] |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | |||
Depreciation of property and equipment | 1,815 | 1,751 | |
Amortization of intangible assets | 1,720 | 1,728 | |
Non-cash lease expense | 1,218 | 1,453 | |
Provision for bad debt, net | 557 | 656 | |
Stock-based compensation | 438 | 527 | |
Non-cash interest expense | 135 | 182 | |
Goodwill impairment | 0 | 3,359 | |
Write-off of borrowing costs | 0 | 130 | |
Gain on disposal of discontinued operations | 0 | (5,159) | |
Gain on disposal of MD Office Solutions | 0 | (847) | |
(Gain) Loss on sale of assets | (398) | (18) | |
Loss on write-off of software implementation costs | 0 | 1,372 | |
Deferred income taxes | 103 | 22 | |
Gain on Paycheck Protection Program loan forgiveness | 0 | (4,179) | |
Other | 1,661 | (319) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (2,658) | (3,701) | |
Inventories | (2,102) | 1,262 | |
Other assets | (507) | (637) | |
Accounts payable | (844) | (1,001) | |
Accrued compensation | 651 | 430 | |
Deferred revenue and billings in excess of costs and estimated profit | 614 | 499 | |
Operating lease liabilities | (1,197) | (1,422) | |
Other liabilities | 189 | 445 | |
Net cash provided (used) by operating activities | (3,857) | (6,450) | |
Investing activities | |||
Purchases of property and equipment | (1,189) | (788) | |
Proceeds from sale of discontinued operations | 0 | 18,750 | |
Proceeds from sale of property and equipment | 432 | 132 | |
Proceeds from sales of equity securities | (4,363) | (34) | |
Proceeds from sales of equity securities | 27 | 42 | |
Payments to acquire interest in variable interest entity | 0 | (300) | |
Net cash provided (used) by investing activities | (5,093) | 17,802 | |
Financing activities | |||
Proceeds from borrowings | 105,869 | 117,601 | |
Repayment of debt | (107,155) | (125,076) | |
Fees paid on issuance of common stock | (450) | (37) | |
Proceeds from the sale of common stock, warrants, and exercise of over allotment options | 13,198 | 629 | |
Equity proceeds from related party private placement | 0 | 2,113 | |
Taxes paid related to net share settlement of equity awards | (5) | (18) | |
Repayment of obligations under finance leases | 600 | 769 | |
Preferred stock dividends paid | 1,916 | 4,418 | |
Net cash provided (used) by financing activities | 8,941 | (9,975) | |
Net change in cash, cash equivalents, and restricted cash including cash classified within current assets held for sale | (9) | 1,377 | |
Less: Net (decrease) increase in cash classified within current assets held for sale | 0 | (46) | |
Net change in cash, cash equivalents, and restricted cash | (9) | 1,423 | |
Cash, cash equivalents, and restricted cash at beginning of year | 4,816 | 3,393 | |
Cash, cash equivalents, and restricted cash at end of year | 4,807 | 4,816 | |
Reconciliation of cash, cash equivalents, and restricted cash at end of year | |||
Cash and cash equivalents | 4,665 | 4,538 | |
Restricted cash | 142 | 278 | |
Cash, cash equivalents, and restricted cash at end of year | 4,807 | 4,816 | |
Supplemental Information | |||
Cash paid during the year for interest | 689 | 717 | |
Cash paid during the year for income taxes | 432 | 344 | |
Non-Cash Investing Activities | |||
MD Office Solutions Promissory Note Receivable | 487 | 1,385 | |
Non-Cash Financing Activities | |||
Gain on Paycheck Protection Program loan forgiveness | 0 | 4,179 | |
Noncash property, plant, and equipment obtained in exchange for finance lease liabilities | 90 | 509 | |
Noncash right-of-use assets obtained in exchange for operating lease liabilities | $ 1,492 | $ 3,035 | |
[1]Earnings per share may not add due to rounding |
CONSOLIDATED STATEMENTS OF MEZZ
CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Perpetual Redeemable Preferred Stock | Common stock | Treasury Stock | Additional paid-in capital | Accumulated deficit | |
Perpetual Redeemable Preferred Stock, Beginning balance (in shares) at Dec. 31, 2020 | 1,916,000 | ||||||
Perpetual Redeemable Preferred Stock, Beginning balance at Dec. 31, 2020 | $ 21,500 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Accrued dividend on perpetual preferred stock | 1,906 | ||||||
Preferred stock dividends paid | $ (4,418) | ||||||
Perpetual Redeemable Preferred Stock, Ending balance (in shares) at Dec. 31, 2021 | 1,916,000 | ||||||
Perpetual Redeemable Preferred Stock, Ending balance at Dec. 31, 2021 | $ 18,988 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2020 | 4,798,000 | ||||||
Beginning balance at Dec. 31, 2020 | 18,429 | $ 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) | 726,000 | ||||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | (18) | (18) | |||||
Equity issuance costs | (37) | (37) | |||||
Equity proceeds from related party private placement | 2,113 | 2,113 | |||||
Accrued dividend on perpetual preferred stock | (1,906) | (1,906) | |||||
Proceeds received from warrant exercise (in shares) | 281,000 | ||||||
Proceeds received from warrant exercise | 629 | 629 | |||||
Net income (loss) | [1] | $ (2,983) | |||||
Preferred stock, ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||
Common stock, ending balance (in shares) at Dec. 31, 2021 | 5,805,916 | 5,805,000 | |||||
Ending balance at Dec. 31, 2021 | $ 16,754 | $ 0 | $ 0 | (5,728) | 150,451 | (127,969) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Accrued dividend on perpetual preferred stock | 479 | ||||||
Preferred stock dividends paid | $ (479) | ||||||
Reclassification of preferred stock to permanent equity (See Note 1) (in shares) | 1,916,000 | ||||||
Reclassification of preferred stock to permanent equity (See Note 1) | $ (18,988) | ||||||
Perpetual Redeemable Preferred Stock, Ending balance (in shares) at Dec. 31, 2022 | 0 | ||||||
Perpetual Redeemable Preferred Stock, Ending balance at Dec. 31, 2022 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 438 | 438 | |||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes (in shares) | 198,000 | ||||||
Shares issued under stock incentive plans, net of shares withheld for employee taxes | (5) | (5) | |||||
Equity issuance costs | (450) | (450) | |||||
Accrued dividend on perpetual preferred stock | (1,916) | (1,916) | |||||
Proceeds from the sale of common stock, warrants, and exercise of over allotment options (in shares) | 9,175,000 | ||||||
Proceeds from the sale of common stock, warrants, and exercise of over allotment options | 13,198 | $ 1 | 13,197 | ||||
Reclassification of preferred stock to permanent equity (See Note 1) (in shares) | 1,916,000 | ||||||
Reclassification of preferred stock to permanent equity (See Note 1) | 18,988 | $ 18,988 | |||||
Net income (loss) | $ (5,252) | ||||||
Preferred stock, ending balance (in shares) at Dec. 31, 2022 | 1,916,000 | ||||||
Common stock, ending balance (in shares) at Dec. 31, 2022 | 15,177,919 | 15,178,000 | |||||
Ending balance at Dec. 31, 2022 | $ 41,755 | $ 18,988 | $ 1 | $ (5,728) | $ 161,715 | $ (133,221) | |
[1]Earnings per share may not add due to rounding |
The Company
The Company | 12 Months Ended |
Dec. 31, 2022 | |
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.” Effective as of the first quarter of 2022, we realigned our internal reporting structure into three reportable segments by combining Diagnostic Imaging and Diagnostic Services into one Healthcare segment to reflect the manner in which our Chief Operating Decision Maker (“CODM”) assesses performance and allocates resources. See Note 15. Segments, within the notes to our accompanying consolidated financial statements for financial data relating to our segments. All historical periods have been recast to conform to our current reportable segments. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The consolidated financial statements are prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America and include our wholly owned subsidiaries financial statements. All intercompany accounts and transactions have been eliminated. The divestiture of our former Mobile Healthcare division is separately presented as discontinued operations in the Consolidated Statement of Operations for the year ended December 31, 2021. Refer to Note 3. Discontinued Operations for additional information. Mezzanine Equity Pursuant to the Certificate of Designations, Rights and Preferences of 10% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) of Star Equity (formerly Digirad Corporation) (the “Certificate of Designations”), upon a Change of Control Triggering Event, as defined in the Certificate of Designations, holders of the Series A Preferred Stock had the ability to require the Company to redeem the Series A Preferred Stock at a price of $10.00 per share, plus any accumulated and unpaid dividends (a “Change of Control Redemption”). As this redemption feature of the shares was not solely within the control of the Company, the Series A Preferred Stock did not qualify as permanent equity and was classified as mezzanine or temporary equity. The Series A Preferred Stock was not redeemable and it was not probable that our Series A Preferred Stock would become redeemable as of December 31, 2021. Therefore, we were not previously required to accrete the Series A Preferred Stock to its redemption value. On June 2, 2022, the Certificate of Designations was amended to include a “Special Optional Redemption Right” at the Company’s discretion and to extinguish the option of preferred stockholders to redeem preferred shares upon a Change of Control Triggering Event, as defined in the Certificate of Designations, as amended. As the redemption features of the Series A Preferred Stock are now solely within the control of the Company, the Series A Preferred Stock qualifies as permanent equity and has been reclassified to permanent equity effective June 2, 2022. In addition to the foregoing redemption features, the Certificate of Designations also provides that we may redeem (at our option, in whole or in part) the Series A Preferred Stock following the fifth anniversary of issuance of the Series A Preferred Stock, at a cash redemption price of $10.00 per share, plus any accumulated and unpaid dividends. Refer to preferred stock dividends discussed in Note 17. Perpetual Preferred Stock. 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. On February 1, 2021, the Company completed the sale of its MD Office Solutions (“MDOS”) subsidiary to M.D.O.S.C.A Inc., a California based holding company (“MDOSCA”), in exchange for a secured promissory note in the original principal amount of $1.4 million and entry into multi-year service and support agreements between MDOSCA and Digirad Health. This segment is reported on the Consolidated Statements of Operations as discontinued operations. 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 Webster, as successor in interest to Sterling, 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. Liquidity and Management’s Plan At December 31, 2022, the Company identified certain conditions and events which in the aggregate required management to perform an assessment of the Company’s ability to continue as a going concern. These conditions included the Company’s recurring losses from operations, accumulated deficit position and negative cash flows from operations. In addition, we were not in compliance with our Webster Loan Agreement covenants and we had not obtained a waiver of noncompliance. The balance of the outstanding Webster Bank debt is $8.3 million as of December 31, 2022 (see Note 8. Debt ). Upon the occurrence and during the continuation of an event of default under the Webster Loan Agreement, Webster may, among other things, declare the loan immediately due and payable and increase the interest rate at which the loan bears interest. As a result of the above factors, management has performed an analysis to evaluate the entity’s ability to continue as a going concern for one year after the financial statements issuance date. As of December 31, 2022, cash and cash equivalents amounted to $4.7 million and our investments in publicly traded companies amounted to $3.5 million. We have borrowing capacity on all lines of credit aggregating $2.0 million as of December 31, 2022. Management has projected positive cash flow generation for the next 12 months from the issuance date of these financial statements. Such projections take past performance into consideration and also give consideration to repayment of the Webster Loan balance in advance of the maturity date. Our forecasts are dependent on our ability to maintain margins at our operating companies which includes achieving levels of booked orders, minimize expenses and generate certain free cash flow benchmarks through March 31, 2024. Based on management’s analysis the Company believes that projected cash flows from operations, together with existing working capital, booked orders, expense management and existing and projected borrowing capacity will be sufficient to fund operations at current and projected levels and to repay debt obligations over the next twelve months, and we anticipate that we will be back in compliance with the Webster Loan Agreement covenants in 2023. However, there can be no assurance that we will be able to do so. As a result of management’s analysis, we believe that the conditions that led us to conclude substantial doubt in prior periods have been alleviated. As a result of recurring losses, the continued viability of the Company beyond March 2024 may be dependent on its ability to continue to raise additional capital to finance its operations. There can be no assurance on the availability or terms upon financing and capital that might be available in the future, if necessary. 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 as 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. We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The majority of our contracts have a single performance obligation, including certain instances which we provide a series of distinct goods or services that are substantially the same and are transferred with the same pattern to the customer. For contracts with multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue recognition is evaluated on a contract by contract basis. Performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time when the company creates an asset with no alternative use and we have an enforceable right to payment, including a reasonable profit margin. Determining if an enforceable right to payment includes a reasonable profit margin requires judgment and is assessed on a contract by contract basis. For contracts requiring over time revenue recognition, the selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We use a cost-based input measurement of progress because it best depicts the transfer of assets to the customer, which occurs as costs are incurred during the manufacturing process or as services are rendered. Under the cost-based measure of progress, the extent of progress towards completion is measured based on the costs incurred to date. Our products are generally not sold with a right of return and the Company does not provide significant credits or incentives, which may be variable consideration when estimating the amount of revenue to be recognized. Healthcare Services Revenue Recognition. We generate service revenue primarily from providing diagnostic services to our customers. Service revenue within our Healthcare reportable segment is derived from providing our customers with contract diagnostic services, which includes use of our imaging systems, qualified personnel, radiopharmaceuticals, licensing, logistics and related items required to perform testing in their own offices. We bill customers either on a per-scan or fixed-payment methodology, depending upon the contract that is negotiated with the customer. Within our Healthcare segment, we also rent cameras to healthcare customers for use in their operations. Rental revenues are structured as either a weekly or monthly payment arrangement, and are recognized in the month that rental assets are provided. Revenue related to provision of our services is recognized at the time services are performed. Healthcare Product and Product-Related Revenue Recognition . We generate revenue from product and product-related sales, primarily from the sale of gamma cameras, accessories, and radiopharmaceuticals doses. Healthcare product revenues are generated from the sale of internally developed solid-state gamma camera imaging systems and post-warranty camera maintenance service contracts. Revenue from sales of imaging systems is generally recognized at point in time upon delivery of systems and acceptance by customers. We also provide installation services and training on cameras sold, primarily in the United States. Installation and initial training is generally performed shortly after delivery and the revenue related to the provision of these services is recognized at the time services are performed. Neither installation nor training is essential to the functionality of the product. Finally, we offer camera maintenance service contracts that are sold beyond the term of the initial warranty, generally one year from the date of purchase. Revenue from these service contracts is deferred and recognized ratably over the period of the obligation. We offer time and material services and record revenue when service is performed. Radiopharmaceuticals doses revenue, generated by Healthcare, is generally recognized when delivered to the customer. Construction Revenue Recognition. Within the Construction division, we service residential and commercial construction projects by manufacturing modular housing units and other products and supplying general contractors with building materials. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion. Billings in excess of costs and estimated profit. We recognize billings in excess of costs and estimated profit on uncompleted contracts within current liabilities. Such amounts relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated profit on uncompleted contracts are not considered to be a significant financing component because they are generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. Contract Costs . We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs mainly include the internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the revenue is recognized. Deferred Revenue We record deferred revenue when cash payments are received in advance of our performance. We have determined our contracts do not include a significant financing component. The majority of our deferred revenue relates to payments received on camera support post-warranty service contracts, which are billed at the beginning of the contract period or at periodic intervals (e.g., monthly, quarterly, or annually). Leases Lessee Accounting We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and operating lease liabilities, net of current portion in our 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 we are 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 our cash balances. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. Fair Value of Financial Instruments The authoritative guidance for fair value measurements defines fair value for accounting purposes, establishes a framework for measuring fair value, and provides disclosure requirements regarding fair value measurements. The guidance defines fair value as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial instruments primarily consist of cash equivalents, equity securities, accounts receivable, other current assets, restricted cash, and accounts payable. The carrying amount of short-term and long-term debt and notes payable approximates fair value because of the relative short maturity of these instruments and interest rates we could currently obtain. The Company occasionally enters into derivative financial instruments to manage certain market risks. These derivative instruments are not designated as hedging instruments and accordingly, are recorded at fair value in the Consolidated Balance Sheets with the changes in fair value recognized in cost of revenue in the Consolidated Statements of Operations. Variable Interest Entities We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”). We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the significant losses or benefits. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary. Cash and Cash Equivalents We consider all investments with a maturity of three months or less when acquired to be cash equivalents. Equity Securities As of December 31, 2022 and 2021, securities consist of investments in equity securities that are publicly traded. Investments that are strategic in nature, with the intent to hold the investment over a several year period, are classified as other assets (non-current). These equity securities, with certain exceptions, are measured at fair value and changes in fair value are recognized in net income. During the year ended December 31, 2022, we recognized losses related to changes in fair value of $1.7 million in the Consolidated Statements of Operations. During the year ended December 31, 2021, we recorded gains related to changes in fair value of $0.3 million. 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, 2022, and 2021 (in thousands): Allowance for Doubtful Accounts (1) Reserve for Billing Adjustments (2) 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 Provision adjustment 556 159 Write-offs and recoveries, net (685) (175) Balance at December 31, 2022 $ 714 $ 13 (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, 2022 and 2021 (in thousands): Reserve for Excess and Obsolete Inventories (1) Balance at December 31, 2020 $ 399 Provision adjustment 30 Write-offs and scrap (109) Balance at December 31, 2021 320 Provision adjustment 15 Write-offs and scrap (119) Balance at December 31, 2022 $ 216 (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, 2022 and 2021. Goodwill Valuation We review goodwill for impairment on an annual basis during the fourth quarter, and when events or changes in circumstances indicate that a reduction in the carrying value may not be recoverable. We initially assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Upon review of the results of such assessment, we may begin performing impairment analysis by quantitatively comparing the fair value of the reporting unit to the carrying value of the reporting unit, including goodwill. An impairment charge for goodwill is recognized for the amount by which the carrying value of the reporting unit exceeds its fair value and such loss should not exceed the total goodwill allocated to the reporting unit. Goodwill has historically been derived from the acquisition of ATRM in 2019, 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, 2022 and 2021, the reserve for estimated claims incurred and unpaid was $0.2 million and $0.6 million, respectively. Restricted Cash We maintain certain cash amounts restricted as to withdrawal or use. As of December 31, 2022 and 2021, restricted cash was $0.1 million and $0.3 million comprised of cash held for letters of credit for our real estate leases and certain minimum balance requirements on our banking arrangements. Debt Issuance Costs We incur debt issuance costs in connection with debt financings. Debt issuance costs for line of credit are presented in other assets and are amortized over the term of the revolving debt agreements using the straight-line method. Debt issuance costs for term debt are netted against the debt and are amortized over the term of the loan using the effective interest method. Amortization of debt issuance costs are included in interest expense. As of December 31, 2022 and 2021, we have $0.1 million and $0.3 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 for the years ended December 31, 2022 and 2021. 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 In our Healthcare division, we generally provide a 12-month assurance warranty on our gamma cameras. We accrue the estimated cost of this warranty at the time revenue is recorded and charge warranty expense to product and product-related cost of revenues. Warranty reserves are established based on historical experience with failure rates and repair cos |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On October 30, 2020, Star Equity entered into a Stock Purchase Agreement (the “DMS Purchase Agreement”) between the Company (“Seller”), DMS Health, and Knob Creek Acquisition Corp., a Tennessee corporation (“Buyer”), pursuant to which the Buyer purchased all of the issued and outstanding common stock of DMS Health, which operated our Mobile Healthcare business unit, from Seller (the “DMS Sale Transaction”). The purchase price under the DMS Purchase Agreement was $18.75 million in cash, subject to certain adjustments, including a working capital adjustment. The transactions closed effective March 31, 2021. We deemed the disposition of the Mobile Healthcare business unit to represent a strategic shift that will have a major effect on our operations and financial results. For the year ended December 31, 2021, the Mobile Healthcare business met the criteria to be classified as discontinued operations. 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 (now Webster Bank). The allocation was based on the ratio of assets generated based on the borrowing capacity to total borrowings capacity for the period. In addition, certain general and administrative costs related to corporate and shared service functions previously allocated to the mobile healthcare reportable segment are included in discontinued operations. The following table presents financial results of DMS Health for the year ended December 31, 2021. There have been no activities for the year ended December 31, 2022 (in thousands): Year Ended December 31, 2021 Total revenues $ 9,490 Total cost of revenues 6,973 Gross profit 2,517 Operating expenses: Selling, general and administrative 1,469 Total operating expenses 1,469 Operating income from discontinued operations 1,048 Interest expense, net (180) Gain on sale of discontinued operations 5,159 Income from discontinued operations before income taxes 6,027 Income tax provision (79) Net Income from discontinued operations $ 5,948 The following table presents the significant non-cash operating, investing and financing activities from discontinued operations for the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Operating activities Depreciation $ 7 Non-cash lease expense 256 Write -off of borrowing costs 130 Gain on sale of DMS discontinued operations (5,159) Investing activities Proceeds from sale of discontinued operations 18,750 Proceeds from sale of property and equipment 3 Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the year ended December 31, 2021 (in thousands): Year 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 In April 2021, DMS Health contracted Digirad Imaging Solutions for a term of three years to purchase radiopharmaceuticals doses, resulting in $1.4 million and $1.1 million of revenues for the years ended December 31, 2022 and 2021, respectively |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 (in thousands): Year Ended December 31, 2022 Healthcare Construction Total Major Goods/Service Lines Mobile Imaging (1) $ 40,548 $ — $ 40,548 Camera Sales 6,975 — 6,975 Camera Support 7,128 — 7,128 Healthcare Revenue from Contracts with Customers 54,651 — 54,651 Lease Income 351 — 351 Construction Revenue from Contracts with Customers — 57,149 57,149 Total Revenues $ 55,002 $ 57,149 $ 112,151 Timing of Revenue Recognition Services and goods transferred over time $ 41,516 $ 11,625 $ 53,141 Services and goods transferred at a point in time 13,486 45,524 59,010 Total Revenues $ 55,002 $ 57,149 $ 112,151 (1) Revenue generated from DMS subsequent to their respective sales resulted in $1.4 million of total revenues. Year Ended December 31, 2021 Healthcare 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 58,327 — 58,327 Lease Income 229 47 276 Construction revenue from Contracts with Customers — 47,956 47,956 Total Revenues $ 58,556 $ 48,003 $ 106,559 Timing of Revenue Recognition Services and goods transferred over time $ 45,457 $ 3,921 $ 49,378 Services and goods transferred at a point in time 13,099 44,082 57,181 Total Revenues $ 58,556 $ 48,003 $ 106,559 (1) Revenue generated from MDOS and DMS subsequent to their respective sales resulted in $0.8 million and $1.1 million of total revenues, respectively. Changes in the deferred revenues for the year ended December 31, 2022 and 2021, is as follows (in thousands): 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 Revenue recognized that was included in balance at beginning of the year (2,063) Deferred revenue, net, related to contracts entered into during the year 2,869 Balance at December 31, 2022 $ 3,675 As of December 31, 2022 and 2021, non-current deferred revenue was $299 thousand and $412 thousand, respectively in other liabilities within our Consolidated Balance Sheets, which is expected to be recognized over a period of 2-4 years. Billings in Excess of Costs and Estimated Profit Changes in the billings in excess of costs and estimated profit for year ended December 31, 2022 is as follows (in thousands): Balance at December 31, 2021 $ 312 Revenue recognized that was included in balance at beginning of the year (312) Billings in excess of costs, related to contracts entered into during the year — Balance at December 31, 2022 $ — |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 (in thousands): December 31, December 31, Inventories: Raw materials $ 6,330 $ 5,870 Work-in-process 2,567 2,145 Finished goods 1,946 830 Total inventories 10,843 8,845 Less reserve for excess and obsolete inventories (216) (320) Total inventories, net $ 10,627 $ 8,525 December 31, December 31, Property and equipment, net: Land $ 805 $ 805 Buildings and leasehold improvements 4,843 4,823 Machinery and equipment 24,648 24,881 Computer hardware and software 2,465 2,387 Gross property and equipment 32,761 32,896 Accumulated depreciation (24,413) (23,978) Total property and equipment, net $ 8,348 $ 8,918 As of December 31, 2022, the non-operating land and building, held for investments, had a carry value of $1.9 million and was included within property and equipment on the Consolidated Balance Sheets. Depreciation expense for the years ended December 31, 2022 and 2021 was $1.8 million and $1.7 million, respectively. Warranty Reserves The activities related to our warranty reserve for the period ended December 31, 2022 and year ended December 31, 2021, respectively, are as follows (in thousands): December 31, 2022 December 31, 2021 Balance at the beginning of year $ 569 $ 214 Charges to cost of revenues 177 963 Applied to liability (455) (608) Balance at the end of period $ 291 $ 569 December 31, 2022 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets with finite useful lives: Customer relationships $ 16,100 $ (7,066) $ 9,034 Trademarks 5,540 (1,222) 4,318 Patents 141 (141) — Total intangible assets, net $ 21,781 $ (8,429) $ 13,352 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 Amortization expense for intangible assets, net for the years ended December 31, 2022 and 2021 was $1.7 million. Estimated amortization expense for intangible assets for each year 2023 through 2027 is $1.7 million and thereafter is $4.8 million. December 31, December 31, Other current liabilities: Professional fees $ 913 $ 832 Sales and property taxes payable 764 550 Radiopharmaceuticals and consumable medical supplies 353 78 Facilities and related costs 217 169 Outside services and consulting 235 282 Other accrued liabilities 655 534 Total other current liabilities $ 3,137 $ 2,445 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We categorize our assets and liabilities measured at fair value into a three-level hierarchy in accordance with the authoritative guidance for fair value measurements. Assets and liabilities presented at fair value in our Consolidated Balance Sheets are generally categorized as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Such assets and liabilities may have values determined using pricing models, discounted cash flow methodologies, or similar techniques, and include instruments for which the determination of fair value requires significant management judgment or estimation. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy our assets and liabilities that were recorded at fair value as of December 31, 2022 and 2021 (in thousands): At Fair Value as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets (liabilities): Equity securities $ 3,490 $ — $ — $ 3,490 Lumber derivative contracts (104) — — (104) Total $ 3,386 $ — $ — $ 3,386 At Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets (liabilities): Equity securities $ 47 $ — $ — $ 47 Lumber derivative contracts 666 — — 666 Total $ 713 $ — $ — $ 713 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, 2022 and 2021, respectively. During the years ended December 31, 2022, and 2021, we recorded an unrealized loss of $893 thousand and gain of $20 thousand, respectively, in the Consolidated Statements of Operations. cost of revenues |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
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. The carrying amount of goodwill for the years ended December 31, 2022 and 2021, by reportable segment, changed as follows (in thousands): Healthcare Construction Total Balance at December 31, 2020 $ 1,745 $ 7,797 $ 9,542 De-recognition of MDOS (1) (137) — (137) Impairment of KBS (2) — (3,359) (3,359) Balance at December 31, 2021 $ 1,608 $ 4,438 $ 6,046 Balance at December 31, 2022 $ 1,608 $ 4,438 $ 6,046 (1) 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. (2) 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. The Company assesses qualitative and quantitative factors to determine whether goodwill is impaired. The analysis includes assessing the impact of changes in certain factors including: (1) changes in forecasted operating results and comparing actual results to projections, (2) changes in the industry or our competitive environment since the acquisition date, (3) changes in the overall economy, our market share and market interest rates since the acquisition date, (4) trends in the stock price and related market capitalization and enterprise values, (5) trends in peer companies’ total enterprise value metrics, and (6) additional factors such as management turnover, changes in regulation and changes in litigation matters. Based on the annual assessment performed as of December 31, 2022, the Company concluded it was more likely than not that the estimated fair value of our reporting units exceeded their carrying value, and therefore, determined it was not necessary to perform a quantitative goodwill impairment test. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of debt as of December 31, 2022 and 2021 is as follows (dollars in thousands): December 31, 2022 December 31, 2021 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - eCapital KBS $ — —% $ 3,131 6.00% Revolving Credit Facility - eCapital EBGL 2,592 10.25% 1,652 6.00% Revolving Credit Facility - Webster 8,299 6.89% 7,016 2.60% Total Short-term Revolving Credit Facilities $ 10,891 7.69% $ 11,799 3.98% eCapital - Star Loan Principal, net $ 791 10.50% $ 1,070 6.25% Short Term Loan $ 791 10.50% $ 1,070 6.25% Total Short-term debt $ 11,682 7.88% $ 12,869 4.17% Webster Credit Facility On March 29, 2019, the Company entered into a Loan and Security Agreement (the “Webster Loan Agreement”) by and among certain subsidiaries of the Company, as borrowers (collectively, the “Webster Borrowers”); the Company, as guarantor; and Sterling National Bank (“Sterling”). On February 1, 2022, Sterling became part of Webster Bank, N.A. (“Webster”), and Webster became the successor in interest to the Webster Loan Agreement. The Webster Loan Agreement is also subject to a limited guarantee by Mr. Eberwein, the Executive Chairman of our board of directors. The Webster Loan Agreement is a five-year credit facility maturing in March 2024, with a maximum credit amount of $20.0 million for revolving loans (the “Webster Credit Facility”). Under the Webster Credit Facility, the Webster 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 Webster Loan Agreement are classified as short-term obligations under GAAP as the agreement contains a subjective acceleration clause and requires a lockbox arrangement whereby all receipts within the lockbox are swept daily to reduce borrowings outstanding. As of December 31, 2022, the Company had $0.1 million of letters of credit outstanding and had additional borrowing capacity of $0.3 million under the Webster Credit Facility. At the Webster Borrowers’ option, the Webster Credit Facility will bear interest at either (i) a Floating LIBOR Rate, as defined in the Webster Loan Agreement, plus a margin of 2.50% per annum; or (ii) a Fixed LIBOR Rate, as defined in the Webster Loan Agreement, plus a margin of 2.25% per annum. Our floating rate on this facility at December 31, 2022 was 6.89%. The Webster Loan Agreement also provides for unused line fees and restricts the usage of borrowings under the line solely to support the Healthcare businesses, subject to certain limitations. The Webster Credit Facility is secured by the assets of the Digirad Health businesses. Financial covenants require that the Webster Borrowers maintain (a) a fixed charge coverage ratio as of the last day of a fiscal quarter of not less than 1.25 to 1.0 and (b) a leverage ratio as of the last day of such fiscal quarter of no greater than 3.50 to 1.0. As of December 31, 2022, the Company was not in compliance with the covenants under the Webster Loan Agreement and had not yet obtained a waiver from Webster for these financial covenant breaches. eCapital Credit Facilities EBGL EdgeBuilder and Glenbrook (the “EBGL Borrowers”) are parties to a Loan and Security Agreement (the “EBGL Loan Agreement”) providing the EBGL Borrowers with a credit facility for borrowings up to $4.0 million, subject to certain borrowing base limitations (the “EBGL Loan”). As of December 31, 2022, EBGL had additional borrowing capacity of $0.4 million under the facility. Amounts outstanding bear interest, payable monthly, at the prime rate plus 2.75% and payments of outstanding principal are due in full upon maturity. The facility is subject to annual renewal and is currently set to mature on June 30, 2023 or earlier (as amended in the eleventh amendment to the EBGL Loan Agreement). On March 8, 2022, the EBGL Borrowers entered into the Seventh Amendment to the EBGL Loan Agreement with eCapital to amend and lower the financial covenants to require that EBGL maintain (a) a lower net cash income (as defined in the EBGL Loan Agreement) at least equal to no less than $0 for the trailing 6-month period ending June 30, 2022 and no less than $1,000,000 for the trailing fiscal year ending December 31, 2022 and (b) a reduced minimum EBITDA (as defined in the EBGL Loan Agreement) to be no less than $0 as of June 30, 2022 and no less than $1,000,000 as of the fiscal year ending December 31, 2022. On August 11, 2022, the EBGL Borrowers entered into the Eighth Amendment to the EBGL Loan Agreement with eCapital to amend the lender name to eCapital Asset Based Lending Corp., formerly known as Gerber Finance, Inc. and to provide a waiver of certain covenants violated as of June 30, 2022. EBGL was in compliance with the bi-annual financial covenants under the EBGL Loan Agreement measured as of December 31, 2022. KBS KBS is a party to a revolving credit facility with eCapital (“KBS Loan Agreement”). The facility, as amended, provides for borrowings up to $4.0 million, subject to certain borrowing base limitations. As of December 31, 2022, KBS had additional borrowing capacity of $1.3 million under the facility. Amounts outstanding bear interest, payable monthly, at the prime rate plus 2.75% and payments of outstanding principal are due in full upon maturity. The facility is subject to annual renewal and is currently set to mature on June 30, 2023 or earlier (as amended in the Twenty First Amendment of the KBS Loan Agreement). The facility is secured by the assets of KBS and borrowings under the line are restricted for use to finance the operations of KBS. As of December 31, 2022, KBS was in compliance with the bi-annual financial covenants under the KBS Loan Agreement. On March 8, 2022, the borrowers under the KBS Loan Agreement entered into the Nineteenth Amendment to the KBS Loan Agreement to amend the financial covenants to require that KBS maintain (a) net cash income (as defined in the KBS Loan Agreement) of at least equal to no less than $0 for the trailing 6-month period ending June 30, 2022 and be no less than $500,000 for the trailing fiscal year end and (b) a minimum EBITDA (as defined in the KBS Loan Agreement) no less than $0 as of June 30, 2022 and no less than $850,000 as of the fiscal year end, as well as a waiver of certain covenants as of December 31, 2021. The eCapital credit facilities contain cross-default provisions and subjective acceleration clauses which may, in the event of a material adverse event, as determined by eCapital, allow eCapital to declare the loans immediately due and payable or increase the interest rate. The facilities are also subject to a guaranty by the Company and the Company is responsible for certain facility and other fees. Borrowings under the eCapital credit facilities are classified as short-term obligations as the agreements contain a subjective acceleration clauses and require a lockbox arrangement whereby all receipts within the lockbox are swept daily to reduce borrowings outstanding. Term Loan We and certain of our Investments subsidiaries (collectively, the “Star Borrowers”) are party to a Loan and Security Agreement with eCapital, as successor in interest to Gerber Finance, Inc. (as amended, the “Star Loan Agreement”), which provides for a credit facility with borrowing availability of up to $2.5 million, bearing interest at the prime rate plus 3.5% per annum, and matures on January 31, 2025, unless terminated in accordance with the terms therein (the “Star Loan”). The following table presents the Star Loan balance, net of unamortized debt issuance costs as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 eCapital - Star Loan Principal $ 870 $ 1,246 Unamortized debt issuance costs (79) (176) eCapital - Star Loan Principal, net $ 791 $ 1,070 The Star Loan, as amended, requires monthly payments of principal of $33 thousand plus interest at the prime rate plus 3% per annum through the earlier of maturity in January 2025 or the termination, maturity or repayment of any Obligations held with eCapital (as amended in the fourth amendment to the Star Loan Agreement). The Star Loan is secured by the assets of SRE, 947 Waterford Road, LLC, 300 Park Street, LLC and 56 Mechanic Falls Road, LLC and guaranteed by the Company. The Star Loan is subject to certain annual financial covenants. The financial covenants under the Star Loan Agreement include maintenance of a debt service coverage ratio of not less than 1:00 to 1:00, as defined in the Star Loan Agreement. The occurrence of any event of default under the Star Loan Agreement may result in the obligations of the Star Borrowers becoming immediately due and payable. As of December 31, 2022, no event of default was deemed to have occurred and the Star Borrowers were in compliance with the annual financial covenants under the Star Loan Agreement measured as of December 31, 2022. The outstanding balance is classified as a short-term obligation as a result of the acceleration clauses within the EBGL and KBS credit facility and the cross-default provisions. Paycheck Protection Program From April 2020 through May 2020, the Company and its subsidiaries received $6.7 million of loans under the Paycheck Protection Program (“PPP”). Total PPP loans received by the Healthcare division and Construction division were $5.5 million and $1.2 million, respectively. During 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, we have been and will likely continue to be subject to other litigation or administrative proceedings incidental to our business, such as claims related to compliance with regulatory standards. customer disputes, employment practices, wage and hour disputes, product liability, professional liability, malpractice liability, commercial disputes, licensure restrictions or denials, and warranty or patent infringement. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters and currently do not expect that the resolution of these matters will have a material adverse effect on our financial position or results of operations. The outcome of litigation and the amount or range of potential loss at particular points in time may be difficult to ascertain. Among other things, uncertainties can include how trial and appellate courts will apply the law and interpret facts, as well as the contractual and statutory obligations of other indemnifying and insuring parties. The estimated range of reasonably possible losses, and their effect on our financial position is based upon currently available information and is subject to significant judgment and a variety of assumptions, as well as known and unknown uncertainties. In Livingston v. Digirad Corporation, et. al., the District Court, N.D. Ala. entered a dismissal on September 19, 2022. The original complaint, filed in December 2018, alleged violations of the False Claims Act and Stark Law beginning in 2016. The Company formally agreed to settle for less than the anticipated cost of ongoing litigation with no admission of liability in the amount of $200 thousand, plus a portion of attorney’s fees. All amounts have been paid as of December 31, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Lessee We have operating and finance leases for corporate offices, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases and some of which include options to terminate the leases within 1 year. Operating leases and finance leases are included separately in the Consolidated Balance Sheets. The components of lease expense for the years ended December 31, 2022 and 2021 are as follows (in thousands): December 31, December 31, Operating lease cost $ 1,597 $ 1,429 Finance lease cost: Amortization of finance lease assets $ 489 $ 476 Interest on finance lease liabilities 55 81 Total finance lease cost $ 544 $ 557 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 $ 1,218 $ 1,197 Operating cash flows from finance leases $ 55 $ 81 Financing cash flows from finance leases $ 600 $ 669 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,492 $ 3,035 Finance leases $ 90 $ 509 Supplemental balance sheet information related to leases as of December 31, 2022 and 2021 were as follows (in thousands): December 31, December 31, Weighted-Average Remaining Lease Term (in years) Operating leases 3.7 3.9 Finance leases 2.3 2.6 Weighted-Average Discount Rate Operating leases 4.66 % 4.23 % Finance leases 5.98 % 5.05 % We are committed to making future cash payments on non-cancelable operating leases and finance leases (including interest). The future minimum lease payments due under both non-cancelable operating leases and finance leases having initial or remaining lease terms in excess of one year as of December 31, 2022 were as follows (in thousands): Operating Finance 2023 $ 1,584 $ 427 2024 1,444 274 2025 922 106 2026 591 16 2027 155 1 2028 and thereafter 206 — Total future minimum lease payments 4,902 824 Less amounts representing interest (334) (41) Present value of lease obligations $ 4,568 $ 783 Lessor |
Leases | Leases Lessee We have operating and finance leases for corporate offices, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases and some of which include options to terminate the leases within 1 year. Operating leases and finance leases are included separately in the Consolidated Balance Sheets. The components of lease expense for the years ended December 31, 2022 and 2021 are as follows (in thousands): December 31, December 31, Operating lease cost $ 1,597 $ 1,429 Finance lease cost: Amortization of finance lease assets $ 489 $ 476 Interest on finance lease liabilities 55 81 Total finance lease cost $ 544 $ 557 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 $ 1,218 $ 1,197 Operating cash flows from finance leases $ 55 $ 81 Financing cash flows from finance leases $ 600 $ 669 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,492 $ 3,035 Finance leases $ 90 $ 509 Supplemental balance sheet information related to leases as of December 31, 2022 and 2021 were as follows (in thousands): December 31, December 31, Weighted-Average Remaining Lease Term (in years) Operating leases 3.7 3.9 Finance leases 2.3 2.6 Weighted-Average Discount Rate Operating leases 4.66 % 4.23 % Finance leases 5.98 % 5.05 % We are committed to making future cash payments on non-cancelable operating leases and finance leases (including interest). The future minimum lease payments due under both non-cancelable operating leases and finance leases having initial or remaining lease terms in excess of one year as of December 31, 2022 were as follows (in thousands): Operating Finance 2023 $ 1,584 $ 427 2024 1,444 274 2025 922 106 2026 591 16 2027 155 1 2028 and thereafter 206 — Total future minimum lease payments 4,902 824 Less amounts representing interest (334) (41) Present value of lease obligations $ 4,568 $ 783 Lessor |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation At December 31, 2022, 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 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, 2022 and 2021. A summary of our stock option award activity as of and for the year ended December 31, 2022 is as follows (in thousands, except per share data): Number of Weighted-Average Exercise Price per Share Weighted-Average Aggregate Intrinsic Value Options outstanding at December 31, 2021 6 $ 51.20 Options granted — — Options forfeited — — Options expired (4) $ 51.20 Options exercised — — Options outstanding at December 31, 2022 2 $ 51.20 3.09 $ — Options exercisable at December 31, 2022 2 $ 51.20 3.09 $ — At December 31, 2022, 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, 2022 and 2021, 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 $1.23 per share during the year ended December 31, 2022. A summary of our restricted stock unit activity as of and for the year ended December 31, 2022 is as follows (in thousands, except per share data): Number of Weighted-Average Non-vested restricted stock units outstanding at December 31, 2021 262 $ 3.01 Granted 325 $ 1.23 Forfeited (28) $ 3.00 Vested (179) $ 3.02 Non-vested restricted stock units outstanding at December 31, 2022 380 $ 1.48 The following table summarizes information about restricted stock units that vested during the years ended December 31, 2022 and 2021 based on service conditions (in thousands): Year Ended December 31, 2022 2021 Fair value on vesting date of vested restricted stock units $ 182 $ 313 At December 31, 2022, total unrecognized compensation cost related to non-vested restricted stock units was $0.4 million, which is expected to be recognized over a weighted-average period of 1.2 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, 2022 and 2021 was allocated as follows (in thousands): Year Ended December 31, 2022 2021 Cost of revenues $ 1 $ 11 Selling, general and administrative 437 514 Total share-based compensation expense $ 438 $ 525 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 are as follows (in thousands): Year Ended December 31, 2022 2021 Current provision: Federal $ — $ 4 State 87 20 Total current provision 87 24 Deferred provision: Federal 82 6 State 5 30 Total deferred provision 87 36 Total income tax provision $ 174 $ 60 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 2021. As a result of the intraperiod allocation rules, for the years ended December 31, 2022 and 2021, the Company recorded a tax expense of $0 thousand and $79 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, 2022 and 2021 as follows: Year Ended December 31, 2022 2021 Income tax expense at statutory federal rate 21.0 % 21.0 % State income tax expense, net of federal benefit 3.8 % (0.7) % Permanent differences and other (8.9) % 5.6 % PPP Loan Forgiveness — % 10.5 % Revaluation of deferred taxes due to change in effective state tax rates 3.5 % 2.4 % Expiration of net operating loss and tax credit carryovers (66.1) % (40.6) % Stock compensation (2.1) % (0.9) % Reserve for uncertain tax positions and other reserves 2.9 % 2.6 % Change in valuation allowance 42.5 % (0.6) % Provision for income taxes (3.4) % (0.7) % Our net deferred tax assets (liabilities) as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 15,707 $ 19,651 Research and development and other credits 72 72 Reserves 369 477 Operating lease liabilities 1,214 2,068 Interest carryover 278 22 Other, net 1,258 785 Total deferred tax assets 18,898 23,075 Deferred tax liabilities: Fixed assets and other (147) (316) Right of use assets (1,192) (1,974) Intangibles (1,889) (2,850) Total deferred tax liabilities (3,228) (5,140) Valuation allowance for deferred tax assets (15,846) (18,007) Net deferred tax liabilities $ (176) $ (72) 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, 2022, as a result of a three-year cumulative loss and recent events, we concluded that a valuation allowance was necessary to offset substantially all of our deferred tax assets. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. The Company’s valuation allowance balance at December 31, 2022 is $15.8 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, 2022, we had federal and state income tax net operating loss carryforwards after estimated section 382 limitations of $60.9 million and $38.3 million, respectively. Federal and certain state net operating losses of $4.4 million and $2.6 million,respectively, generated after 2018 carry forward without expiration. Pre-2018 federal loss carryforwards began to expire in 2023 unless previously utilized. Federal and state loss carryforwards of approximately $16.0 million and $4.5 million expired in 2022, and approximately $1.5 million of federal net operating losses and $3.6 million of state net operating losses are set to expire in 2023, unless previously utilized. We also have federal and California research and other credit carryforwards of approximately $0.3 million and $2.1 million, respectively, as of December 31, 2022. The federal credits began to expire in 2023. 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, 2022, 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, 2022 and 2021 (in thousands): December 31, 2022 2021 Balance at beginning of year $ 2,561 $ 2,778 Expiration of the statute of limitations for the assessment of taxes (147) (217) Balance at end of year $ 2,414 $ 2,561 Included in the unrecognized tax benefits of $2.4 million at December 31, 2022 was $2.0 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, 2022 | |
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 for the years ended December 31, 2022 and 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Eberwein Guarantees SNB On March 29, 2019, in connection with the Company’s entry into the SNB Loan Agreement, Mr. Eberwein, the Executive Chairman, 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. On March 31, 2021, the first SNB Amendment discharged the SNB Eberwein Guaranty and removed Mr. Eberwein as an ancillary guarantor from 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 under or in connection with the EBGL Loan Agreement and related financing documents. Mr. Eberwein’s obligations under the EBGL Eberwein Guaranty were limited in the aggregate to the amount of (a) $0.5 million, plus (b) costs of Gerber incidental to the enforcement of the EBGL Eberwein Guaranty or any guaranteed obligations. On February 26, 2021, the Third EBGL Amendment discharged the EBGL Eberwein Guaranty and removed Mr. Eberwein as an ancillary guarantor from the EBGL Loan Agreement. Premier As a condition to the Premier Loan Agreement, Mr. Eberwein entered into a guaranty in favor of Premier, absolutely and unconditionally guaranteeing all of the borrowers’ obligations thereunder. As of May 26, 2021, all obligations under the Premier Loan Agreement have been repaid in full and no amount remains outstanding and Premier discharged Mr. Eberwein’s guaranty. Star Equity Holdings, Inc. Mr. Eberwein was also the Chief Executive Officer of LSVM prior to its dissolution. LSVM was the investment manager of LSVI, now dissolved, and Lone Star Value Co-Invest I, LP (“LSV Co-Invest I”). Mr. Eberwein was also the sole manager of Lone Star Value Investors GP, LLC (“LSV GP”), the general partner of LSVI and LSV Co-Invest I, and the sole owner of LSV Co-Invest I, and over 25% owner of LSVI. LSVM was a wholly owned subsidiary of Star Equity and was dissolved as of December 31, 2021. On December 10, 2021, the Company entered into a securities purchase agreement with its Executive Chairman, Jeffrey E. Eberwein, relating to the issuance and sale of 650,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $3.25 per share pursuant to a private placement. As of December 31, 2022, Mr. Eberwein owned 2,983,685 shares of Common Stock, representing approximately 19.66% of our outstanding Common Stock. In addition, as of December 31, 2022, Mr. Eberwein owned 1,222,708 shares of Series A Preferred Stock. 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 On September 10, 2019, the Company entered into a put option purchase agreement with Mr. Eberwein, pursuant to which the Company has the right to require Mr. Eberwein to acquire up to 100,000 shares of Series A Preferred Stock at a price of $10.00 per share for aggregate proceeds of up to $1.0 million at any time, in the Company’s discretion, during the 12 months following the effective time of the ATRM acquisition (the “Issuance Option”). In March 2020, Mr. Eberwein extended the Issuance Option through June 30, 2021. As of July 1, 2021, these put options expired un-exercised. ATRM Notes Payable ATRM had the following related party promissory notes (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, 2022 | |
Segment Reporting [Abstract] | |
Segments | Segments Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our Chief Executive Officer, who is our CODM, to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. Under the prior period Holdco strategy, we organized our reportable segments into four reportable segments: Diagnostic Imaging, Diagnostic Services, Construction and Investments. Effective as of the first quarter of 2022, we reorganized our segments into three reportable segments by combining Diagnostic Imaging and Diagnostic Services into one Healthcare segment to reflect the manner in which our CODM assesses performance and allocates resources: 1. Healthcare 2. Construction 3. Investments Healthcare. For physicians who wish to perform nuclear imaging, echocardiography, 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 into annual contracts for a set number of days ranging from once per month to five times per week. We offer a convenient and economically efficient cardiac imaging services program as an alternative to purchasing equipment or outsourcing the procedure to an imaging center. In addition, we manufacture and sell our internally developed solid-state gamma cameras and imaging systems, as well as provide field services through camera maintenance contracts. Our imaging systems include nuclear cardiac imaging systems, as well as general purpose nuclear imaging systems. We sell our imaging systems and service contracts to physician offices and hospitals primarily in the United States, although we have sold a small number of imaging systems internationally. Our imaging systems are sold in both portable and fixed configurations, provide enhanced operability and improved patient comfort, fit easily into floor spaces as small as seven feet by eight feet, and facilitate the delivery of nuclear medicine procedures in a physician’s office, an outpatient hospital setting, or within multiple departments of a hospital (e.g., emergency and operating rooms). Diagnostic imaging depictions of the internal anatomy or physiology are generated primarily through non-invasive means. Diagnostic imaging facilitates the early diagnosis of diseases and disorders, often minimizing the scope, cost, and amount of care required and reducing the need for more invasive procedures. Currently, the major types of non-invasive diagnostic imaging technologies available are: ultrasound and nuclear imaging. The most widely used imaging acquisition technology utilizing gamma cameras is Single Photon Emission Computed Tomography, or “SPECT”. All of our current internally-developed cardiac gamma cameras employ SPECT technology. 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. We have begun to expand our investments activities and have established minority positions in the equity securities of a small number of publicly traded companies. We also hold 3 real estate assets in our portfolio, all of which we lease to our construction subsidiary, KBS. These include their principal production facility in South Paris, ME. 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. Prior period presentation previously disclosed conforms to current year presentation. Segment information for the years ended December 31, 2022 and 2021 is as follows (in thousands): Year ended December 31, 2022 2021 (1) Revenue by segment: Healthcare $ 55,002 $ 58,556 Construction 57,149 48,003 Investments 633 633 Intersegment elimination (633) (633) Consolidated revenue $ 112,151 $ 106,559 Gross profit (loss) by segment: Healthcare 13,509 12,459 Construction 12,660 3,008 Investments 343 406 Intersegment elimination (633) (633) Consolidated gross profit $ 25,879 $ 15,240 Income (loss) from operations by segment: Healthcare 440 2,035 Construction 3,560 (5,073) Investments 192 378 Corporate, eliminations and other (7,297) (5,576) Segment income (loss) from operations (3,105) (8,236) Goodwill impairment (2) — (3,359) Consolidated income (loss) from operations $ (3,105) $ (11,595) Depreciation and amortization by segment: Healthcare $ 1,262 $ 1,315 Construction 1,974 1,931 Investments 290 226 Star equity corporate 9 — Total depreciation and amortization $ 3,535 $ 3,472 (1) Segment information has been recast for all periods presented to reflect Healthcare as one segment. Intersegment eliminations previously allocated to Investments have been reclassified to a separate line. (2) Reflects impairment of goodwill related to the Construction division. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2022 | |
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 do not allow us to direct the activities that would significantly affect its economic performance. Therefore, we are not the primary beneficiary, and the results of operations and financial position of the VIE are not included in our consolidated financial statements. We account for this investment as non-marketable equity securities which is valued at cost less impairment. |
Perpetual Preferred Stock
Perpetual Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
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. On February 25, 2022, May 19, 2022, August 19, 2022 and November 17, 2022 our board of directors declared cash dividends to holders of our Series A Preferred Stock of $0.25 per share, for an aggregate amount of approximately $1.9 million. The record dates for these dividends were March 1, 2022, June 1, 2022, September 1, 2022 and December 1, 2022, respectively, and the payment dates were March 10, 2022, June 10, 2022, September 12, 2022 and December 12, 2022 respectively. As of December 31, 2022 and 2021, we have no preferred dividends in arrears. On February 17, 2023, 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, 2023, and the payment date was March 10, 2023. A roll forward of the balance of Company Preferred Stock for the year ended December 31, 2022 is as follows (in thousands): Balance at December 31, 2021 $ 18,988 Deemed dividend on Series A Preferred Stock 1,916 Cash Dividend paid on Preferred Stock (1,916) Balance at December 31, 2022 $ 18,988 On June 2, 2021, the board of directors adopted a tax benefit preservation plan in the form of a Section 382 Rights Agreement (the “382 Agreement”). The 382 Agreement is intended to diminish the risk that our ability to use our net operating loss carryforwards to reduce future federal income tax obligations may become substantially limited due to an “ownership change,” as defined in Section 382 of the Code. The board of directors authorized and declared a dividend distribution of one right for each outstanding share of common stock, par value $0.0001 per share, to stockholders of record as of the close of business on June 14, 2021. Each right entitles the registered holder to purchase from the one one-thousandth of a share of Series C Participating Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), at an exercise price of $12.00 per one one-thousandth of a share of Series C Preferred Stock, subject to adjustment. The rights will become exercisable following (i) 10 days after a public announcement that a person or group has become an Acquiring Person (as defined in the 382 Agreement); and (ii) 10 business days (or a later date determined by the board of directors) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. In addition, upon the occurrence of certain events, the exercise price of the rights would be adjusted and holders of the rights (other than rights owned by an acquiring person or group) would be entitled to purchase common stock at approximately half of market value. Given the potential adjustment of the exercise price of the rights, the rights could cause substantial dilution to a person or group that acquires 4.99% or more of common stock on terms not approved by the board of directors. No rights were exercisable at December 31, 2022. There is no impact to financial results as a result of the adoption of the 382 Agreement for the year ended December 31, 2022. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions On January 24, 2022, we closed the 2022 Public Offering pursuant to an underwriting agreement with Maxim Group LLC (“Maxim”), as representative of the underwriters. Through the 2022 Public Offering, we issued and sold (A)(i) 9,175,000 shares of the Company’s Common Stock, (ii) an aggregate of 325,000 pre-funded warrants to purchase up to an aggregate of 325,000 shares of Common Stock, and (iii) an aggregate of 9,500,000 common stock purchase warrants (the “Firm Purchase Warrants”) to purchase up to 9,500,000 shares of Common Stock and (B) at the election of Maxim, (i) up to an additional 1,425,000 shares of Common Stock and/or (ii) up to an additional 1,425,000 shares of common stock purchase warrants (the “Option Purchase Warrants”, and together with the Firm Purchase Warrants, the “Warrants”). Maxim partially exercised its over-allotment option for the purchase of 1,425,000 Warrants for a price of $0.01 per Warrant. Each share of common stock (or pre-funded warrant in lieu thereof) was sold together with one common warrant to purchase one share of common stock at a price of $1.50 per share and common warrant. Gross proceeds, before deducting underwriting discounts and offering expenses and excluding any proceeds we may receive upon exercise of the Warrants, were $14.3 million and net proceeds were $12.7 million. In addition, as part of the 2022 Public Offering, the Company issued to Maxim 237,500 common stock purchase warrants (the “Underwriter’s Warrants”) to purchase up to 237,500 shares of Common Stock at an exercise price of $1.65 per common warrant. The Underwriter’s Warrants have an initial exercise date beginning July 19, 2022, and no exercises have occurred as of December 31, 2022. As of December 31, 2022, of the warrants issued through the public offering we closed on May 28, 2020 (the “2020 Public Offering”), 1.0 million warrants were exercised and 1.4 million warrants remained outstanding, which represents 0.7 million shares of common stock equivalents, at an exercise price of $2.25. As of December 31, 2022, of the Warrants issued through the 2022 Public Offering, there were 10.9 million warrants and 0.3 million prefunded warrants outstanding at an exercise price of $1.50 and $0.01, respectively. The Underwriter’s Warrants have not been exercised. |
Preferred Stock Rights
Preferred Stock Rights | 12 Months Ended |
Dec. 31, 2022 | |
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. On February 25, 2022, May 19, 2022, August 19, 2022 and November 17, 2022 our board of directors declared cash dividends to holders of our Series A Preferred Stock of $0.25 per share, for an aggregate amount of approximately $1.9 million. The record dates for these dividends were March 1, 2022, June 1, 2022, September 1, 2022 and December 1, 2022, respectively, and the payment dates were March 10, 2022, June 10, 2022, September 12, 2022 and December 12, 2022 respectively. As of December 31, 2022 and 2021, we have no preferred dividends in arrears. On February 17, 2023, 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, 2023, and the payment date was March 10, 2023. A roll forward of the balance of Company Preferred Stock for the year ended December 31, 2022 is as follows (in thousands): Balance at December 31, 2021 $ 18,988 Deemed dividend on Series A Preferred Stock 1,916 Cash Dividend paid on Preferred Stock (1,916) Balance at December 31, 2022 $ 18,988 On June 2, 2021, the board of directors adopted a tax benefit preservation plan in the form of a Section 382 Rights Agreement (the “382 Agreement”). The 382 Agreement is intended to diminish the risk that our ability to use our net operating loss carryforwards to reduce future federal income tax obligations may become substantially limited due to an “ownership change,” as defined in Section 382 of the Code. The board of directors authorized and declared a dividend distribution of one right for each outstanding share of common stock, par value $0.0001 per share, to stockholders of record as of the close of business on June 14, 2021. Each right entitles the registered holder to purchase from the one one-thousandth of a share of Series C Participating Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), at an exercise price of $12.00 per one one-thousandth of a share of Series C Preferred Stock, subject to adjustment. The rights will become exercisable following (i) 10 days after a public announcement that a person or group has become an Acquiring Person (as defined in the 382 Agreement); and (ii) 10 business days (or a later date determined by the board of directors) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. In addition, upon the occurrence of certain events, the exercise price of the rights would be adjusted and holders of the rights (other than rights owned by an acquiring person or group) would be entitled to purchase common stock at approximately half of market value. Given the potential adjustment of the exercise price of the rights, the rights could cause substantial dilution to a person or group that acquires 4.99% or more of common stock on terms not approved by the board of directors. No rights were exercisable at December 31, 2022. There is no impact to financial results as a result of the adoption of the 382 Agreement for the year ended December 31, 2022. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements are prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America and include our wholly owned subsidiaries financial statements. All intercompany accounts and transactions have been eliminated. The divestiture of our former Mobile Healthcare division is separately presented as discontinued operations in the Consolidated Statement of Operations for the year ended December 31, 2021. 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 as 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. We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. The majority of our contracts have a single performance obligation, including certain instances which we provide a series of distinct goods or services that are substantially the same and are transferred with the same pattern to the customer. For contracts with multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue recognition is evaluated on a contract by contract basis. Performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time when the company creates an asset with no alternative use and we have an enforceable right to payment, including a reasonable profit margin. Determining if an enforceable right to payment includes a reasonable profit margin requires judgment and is assessed on a contract by contract basis. For contracts requiring over time revenue recognition, the selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We use a cost-based input measurement of progress because it best depicts the transfer of assets to the customer, which occurs as costs are incurred during the manufacturing process or as services are rendered. Under the cost-based measure of progress, the extent of progress towards completion is measured based on the costs incurred to date. Our products are generally not sold with a right of return and the Company does not provide significant credits or incentives, which may be variable consideration when estimating the amount of revenue to be recognized. Healthcare Services Revenue Recognition. We generate service revenue primarily from providing diagnostic services to our customers. Service revenue within our Healthcare reportable segment is derived from providing our customers with contract diagnostic services, which includes use of our imaging systems, qualified personnel, radiopharmaceuticals, licensing, logistics and related items required to perform testing in their own offices. We bill customers either on a per-scan or fixed-payment methodology, depending upon the contract that is negotiated with the customer. Within our Healthcare segment, we also rent cameras to healthcare customers for use in their operations. Rental revenues are structured as either a weekly or monthly payment arrangement, and are recognized in the month that rental assets are provided. Revenue related to provision of our services is recognized at the time services are performed. Healthcare Product and Product-Related Revenue Recognition . We generate revenue from product and product-related sales, primarily from the sale of gamma cameras, accessories, and radiopharmaceuticals doses. Healthcare product revenues are generated from the sale of internally developed solid-state gamma camera imaging systems and post-warranty camera maintenance service contracts. Revenue from sales of imaging systems is generally recognized at point in time upon delivery of systems and acceptance by customers. We also provide installation services and training on cameras sold, primarily in the United States. Installation and initial training is generally performed shortly after delivery and the revenue related to the provision of these services is recognized at the time services are performed. Neither installation nor training is essential to the functionality of the product. Finally, we offer camera maintenance service contracts that are sold beyond the term of the initial warranty, generally one year from the date of purchase. Revenue from these service contracts is deferred and recognized ratably over the period of the obligation. We offer time and material services and record revenue when service is performed. Radiopharmaceuticals doses revenue, generated by Healthcare, is generally recognized when delivered to the customer. Construction Revenue Recognition. Within the Construction division, we service residential and commercial construction projects by manufacturing modular housing units and other products and supplying general contractors with building materials. KBS manufactures modular buildings for both single-family residential homes and larger, commercial building projects. EdgeBuilder manufactures structural wall panels, permanent wood foundation systems and other engineered wood products, and Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Revenue is generally recognized at point in time upon delivery of product or over time by measuring progress towards completion. Billings in excess of costs and estimated profit. We recognize billings in excess of costs and estimated profit on uncompleted contracts within current liabilities. Such amounts relate to fixed-price contracts recognized over time, and represents payments in advance of performing the related contract work. Billings in excess of costs and estimated profit on uncompleted contracts are not considered to be a significant financing component because they are generally used to meet working capital demands that can be higher in the early stages of a contract. Contract liabilities are reduced when the associated revenue from the contract is recognized, which is generally within one year. Contract Costs . We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs mainly include the internal sales commissions; under the terms of these programs these are generally earned and the costs are recognized at the time the revenue is recognized. Deferred Revenue |
Lessee Accounting | 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 we are 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 our cash balances. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. |
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, 2022 and 2021, securities consist of investments in equity securities that are publicly traded. Investments that are strategic in nature, with the intent to hold the investment over a several year period, are classified as other assets (non-current). These equity securities, with certain exceptions, are measured at fair value and changes in fair value are recognized in net income. |
Allowance for Doubtful Accounts and Billing Adjustments | 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 | 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. |
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, and when events or changes in circumstances indicate that a reduction in the carrying value may not be recoverable. We initially assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Upon review of the results of such assessment, we may begin performing impairment analysis by quantitatively comparing the fair value of the reporting unit to the carrying value of the reporting unit, including goodwill. An impairment charge for goodwill is recognized for the amount by which the carrying value of the reporting unit exceeds its fair value and such loss should not exceed the total goodwill allocated to the reporting unit. |
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 the debt and are amortized over the term of the loan using the effective interest method. Amortization of debt issuance costs are included in interest expense. As of December 31, 2022 and 2021, we have $0.1 million and $0.3 million, respectively, of unamortized debt issuance costs. |
Shipping and Handling Fees and 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 of revenues. Warranty reserves are established based on historical experience with failure rates and repair costs and the number of systems covered by warranty. Warranty reserves are depleted as gamma cameras are repaired. The costs consist principally of materials, personnel, overhead, and transportation. We review warranty reserves quarterly and, if necessary, make adjustments. Within our Construction division, KBS provides a limited assurance warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EBGL provides a limited warranty on the sale of its wood foundation products that covers leaks resulting from defects in workmanship for a period of twenty-five years. Estimated warranty costs are accrued in the period that the related revenue is recognized. See Note 5. Supplementary Balance Sheet Information , for further information. |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred. |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net income (loss) Per Share We present net income (loss) per share attributable to common stockholders in conformity with the two-class method required for participating securities, as the warrants are considered participating securities. We have not allocated net income (loss) attributable to common stockholders to warrants because the holders of our warrants are not contractually obligated to share in our income (loss). In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize net deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We record uncertain tax positions on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits within income tax expense, and any accrued interest and penalties would be included within the related tax liability. No such costs were recorded for the years ended December 31, 2022 and December 31, 2021. |
Reclassifications | Reclassifications Certain Items on the prior year balance sheet were reclassified to conform with the current year presentation. These changes did not impact previously reported Consolidated Statement of Operations, stockholders’ equity, total assets or the Consolidated Statements of Cash Flows. |
New Accounting Standards To Be Adopted | New Accounting Standards To Be Adopted The FASB issued ASU 2016-13, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-03, and ASU 2022-02, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which amend the impairment model under ASC 326 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 adopted the standard on its effective date in the first quarter of 2023. We believe the adoption modified the way we analyze financial instruments, but the adoption did not have a material financial impact on our consolidated financial statements. The FASB issued ASU 2020-04 and ASU 2022-06, 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, 2024. ASU 2020-04 does not have a material effect on our current financial position, results of operations or financial statement disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2021 (or December 15, 2023 for companies who meet the SEC definition of Smaller Reporting Companies), and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. |
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, 2022 | |
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, 2022, and 2021 (in thousands): Allowance for Doubtful Accounts (1) Reserve for Billing Adjustments (2) 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 Provision adjustment 556 159 Write-offs and recoveries, net (685) (175) Balance at December 31, 2022 $ 714 $ 13 (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, 2022 and 2021 (in thousands): Reserve for Excess and Obsolete Inventories (1) Balance at December 31, 2020 $ 399 Provision adjustment 30 Write-offs and scrap (109) Balance at December 31, 2021 320 Provision adjustment 15 Write-offs and scrap (119) Balance at December 31, 2022 $ 216 (1) The provision was charged against cost of revenues. |
Schedule of antidilutive weighted average outstanding common stock equivalents | The following weighted-average outstanding common stock equivalents were not included in the calculation of diluted net income (loss) per share because their effect was antidilutive (in thousands): Year Ended December 31, 2022 2021 Stock options 4 15 Stock warrants 11,100 768 Restricted stock units 119 72 Total 11,223 855 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations Information | The following table presents financial results of DMS Health for the year ended December 31, 2021. There have been no activities for the year ended December 31, 2022 (in thousands): Year Ended December 31, 2021 Total revenues $ 9,490 Total cost of revenues 6,973 Gross profit 2,517 Operating expenses: Selling, general and administrative 1,469 Total operating expenses 1,469 Operating income from discontinued operations 1,048 Interest expense, net (180) Gain on sale of discontinued operations 5,159 Income from discontinued operations before income taxes 6,027 Income tax provision (79) Net Income from discontinued operations $ 5,948 The following table presents the significant non-cash operating, investing and financing activities from discontinued operations for the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Operating activities Depreciation $ 7 Non-cash lease expense 256 Write -off of borrowing costs 130 Gain on sale of DMS discontinued operations (5,159) Investing activities Proceeds from sale of discontinued operations 18,750 Proceeds from sale of property and equipment 3 Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the year ended December 31, 2021 (in thousands): Year 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, 2022 | |
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, 2022 and 2021 (in thousands): Year Ended December 31, 2022 Healthcare Construction Total Major Goods/Service Lines Mobile Imaging (1) $ 40,548 $ — $ 40,548 Camera Sales 6,975 — 6,975 Camera Support 7,128 — 7,128 Healthcare Revenue from Contracts with Customers 54,651 — 54,651 Lease Income 351 — 351 Construction Revenue from Contracts with Customers — 57,149 57,149 Total Revenues $ 55,002 $ 57,149 $ 112,151 Timing of Revenue Recognition Services and goods transferred over time $ 41,516 $ 11,625 $ 53,141 Services and goods transferred at a point in time 13,486 45,524 59,010 Total Revenues $ 55,002 $ 57,149 $ 112,151 (1) Revenue generated from DMS subsequent to their respective sales resulted in $1.4 million of total revenues. Year Ended December 31, 2021 Healthcare 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 58,327 — 58,327 Lease Income 229 47 276 Construction revenue from Contracts with Customers — 47,956 47,956 Total Revenues $ 58,556 $ 48,003 $ 106,559 Timing of Revenue Recognition Services and goods transferred over time $ 45,457 $ 3,921 $ 49,378 Services and goods transferred at a point in time 13,099 44,082 57,181 Total Revenues $ 58,556 $ 48,003 $ 106,559 (1) Revenue generated from MDOS and DMS subsequent to their respective sales resulted in $0.8 million and $1.1 million of total revenues, respectively. |
Schedule of Changes in Deferred Revenues | Changes in the deferred revenues for the year ended December 31, 2022 and 2021, is as follows (in thousands): 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 Revenue recognized that was included in balance at beginning of the year (2,063) Deferred revenue, net, related to contracts entered into during the year 2,869 Balance at December 31, 2022 $ 3,675 Changes in the billings in excess of costs and estimated profit for year ended December 31, 2022 is as follows (in thousands): Balance at December 31, 2021 $ 312 Revenue recognized that was included in balance at beginning of the year (312) Billings in excess of costs, related to contracts entered into during the year — Balance at December 31, 2022 $ — |
Supplementary Balance Sheet I_2
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplementary Balance Sheet Disclosures [Abstract] | |
Schedule of Inventory, Current | The following tables show the Consolidated Balance Sheet details as of December 31, 2022 and 2021 (in thousands): December 31, December 31, Inventories: Raw materials $ 6,330 $ 5,870 Work-in-process 2,567 2,145 Finished goods 1,946 830 Total inventories 10,843 8,845 Less reserve for excess and obsolete inventories (216) (320) Total inventories, net $ 10,627 $ 8,525 |
Property, Plant and Equipment | December 31, December 31, Property and equipment, net: Land $ 805 $ 805 Buildings and leasehold improvements 4,843 4,823 Machinery and equipment 24,648 24,881 Computer hardware and software 2,465 2,387 Gross property and equipment 32,761 32,896 Accumulated depreciation (24,413) (23,978) Total property and equipment, net $ 8,348 $ 8,918 |
Warranty Reserve Activity | The activities related to our warranty reserve for the period ended December 31, 2022 and year ended December 31, 2021, respectively, are as follows (in thousands): December 31, 2022 December 31, 2021 Balance at the beginning of year $ 569 $ 214 Charges to cost of revenues 177 963 Applied to liability (455) (608) Balance at the end of period $ 291 $ 569 |
Schedule of Finite-Lived Intangible Assets | December 31, 2022 Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Intangible assets with finite useful lives: Customer relationships $ 16,100 $ (7,066) $ 9,034 Trademarks 5,540 (1,222) 4,318 Patents 141 (141) — Total intangible assets, net $ 21,781 $ (8,429) $ 13,352 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 |
Other Current Liabilities | December 31, December 31, Other current liabilities: Professional fees $ 913 $ 832 Sales and property taxes payable 764 550 Radiopharmaceuticals and consumable medical supplies 353 78 Facilities and related costs 217 169 Outside services and consulting 235 282 Other accrued liabilities 655 534 Total other current liabilities $ 3,137 $ 2,445 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements | The following table sets forth by level within the fair value hierarchy our assets and liabilities that were recorded at fair value as of December 31, 2022 and 2021 (in thousands): At Fair Value as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets (liabilities): Equity securities $ 3,490 $ — $ — $ 3,490 Lumber derivative contracts (104) — — (104) Total $ 3,386 $ — $ — $ 3,386 At Fair Value as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets (liabilities): Equity securities $ 47 $ — $ — $ 47 Lumber derivative contracts 666 — — 666 Total $ 713 $ — $ — $ 713 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The carrying amount of goodwill for the years ended December 31, 2022 and 2021, by reportable segment, changed as follows (in thousands): Healthcare Construction Total Balance at December 31, 2020 $ 1,745 $ 7,797 $ 9,542 De-recognition of MDOS (1) (137) — (137) Impairment of KBS (2) — (3,359) (3,359) Balance at December 31, 2021 $ 1,608 $ 4,438 $ 6,046 Balance at December 31, 2022 $ 1,608 $ 4,438 $ 6,046 (1) 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. (2) 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, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt | A summary of debt as of December 31, 2022 and 2021 is as follows (dollars in thousands): December 31, 2022 December 31, 2021 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - eCapital KBS $ — —% $ 3,131 6.00% Revolving Credit Facility - eCapital EBGL 2,592 10.25% 1,652 6.00% Revolving Credit Facility - Webster 8,299 6.89% 7,016 2.60% Total Short-term Revolving Credit Facilities $ 10,891 7.69% $ 11,799 3.98% eCapital - Star Loan Principal, net $ 791 10.50% $ 1,070 6.25% Short Term Loan $ 791 10.50% $ 1,070 6.25% Total Short-term debt $ 11,682 7.88% $ 12,869 4.17% |
Summary of Long-term Debt | A summary of debt as of December 31, 2022 and 2021 is as follows (dollars in thousands): December 31, 2022 December 31, 2021 Amount Weighted-Average Interest Rate Amount Weighted-Average Interest Rate Revolving Credit Facility - eCapital KBS $ — —% $ 3,131 6.00% Revolving Credit Facility - eCapital EBGL 2,592 10.25% 1,652 6.00% Revolving Credit Facility - Webster 8,299 6.89% 7,016 2.60% Total Short-term Revolving Credit Facilities $ 10,891 7.69% $ 11,799 3.98% eCapital - Star Loan Principal, net $ 791 10.50% $ 1,070 6.25% Short Term Loan $ 791 10.50% $ 1,070 6.25% Total Short-term debt $ 11,682 7.88% $ 12,869 4.17% The following table presents the Star Loan balance, net of unamortized debt issuance costs as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 eCapital - Star Loan Principal $ 870 $ 1,246 Unamortized debt issuance costs (79) (176) eCapital - Star Loan Principal, net $ 791 $ 1,070 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost and Other Information | The components of lease expense for the years ended December 31, 2022 and 2021 are as follows (in thousands): December 31, December 31, Operating lease cost $ 1,597 $ 1,429 Finance lease cost: Amortization of finance lease assets $ 489 $ 476 Interest on finance lease liabilities 55 81 Total finance lease cost $ 544 $ 557 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 $ 1,218 $ 1,197 Operating cash flows from finance leases $ 55 $ 81 Financing cash flows from finance leases $ 600 $ 669 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,492 $ 3,035 Finance leases $ 90 $ 509 |
Schedule of Balance Sheet Information | Supplemental balance sheet information related to leases as of December 31, 2022 and 2021 were as follows (in thousands): December 31, December 31, Weighted-Average Remaining Lease Term (in years) Operating leases 3.7 3.9 Finance leases 2.3 2.6 Weighted-Average Discount Rate Operating leases 4.66 % 4.23 % Finance leases 5.98 % 5.05 % |
Schedule of Future Minimum Finance Lease Payments | The future minimum lease payments due under both non-cancelable operating leases and finance leases having initial or remaining lease terms in excess of one year as of December 31, 2022 were as follows (in thousands): Operating Finance 2023 $ 1,584 $ 427 2024 1,444 274 2025 922 106 2026 591 16 2027 155 1 2028 and thereafter 206 — Total future minimum lease payments 4,902 824 Less amounts representing interest (334) (41) Present value of lease obligations $ 4,568 $ 783 |
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, 2022 were as follows (in thousands): Operating Finance 2023 $ 1,584 $ 427 2024 1,444 274 2025 922 106 2026 591 16 2027 155 1 2028 and thereafter 206 — Total future minimum lease payments 4,902 824 Less amounts representing interest (334) (41) Present value of lease obligations $ 4,568 $ 783 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 is as follows (in thousands, except per share data): Number of Weighted-Average Exercise Price per Share Weighted-Average Aggregate Intrinsic Value Options outstanding at December 31, 2021 6 $ 51.20 Options granted — — Options forfeited — — Options expired (4) $ 51.20 Options exercised — — Options outstanding at December 31, 2022 2 $ 51.20 3.09 $ — Options exercisable at December 31, 2022 2 $ 51.20 3.09 $ — |
Schedule of restricted stock activity | A summary of our restricted stock unit activity as of and for the year ended December 31, 2022 is as follows (in thousands, except per share data): Number of Weighted-Average Non-vested restricted stock units outstanding at December 31, 2021 262 $ 3.01 Granted 325 $ 1.23 Forfeited (28) $ 3.00 Vested (179) $ 3.02 Non-vested restricted stock units outstanding at December 31, 2022 380 $ 1.48 The following table summarizes information about restricted stock units that vested during the years ended December 31, 2022 and 2021 based on service conditions (in thousands): Year Ended December 31, 2022 2021 Fair value on vesting date of vested restricted stock units $ 182 $ 313 |
Schedule of compensation expense | Total share-based compensation expense related to all of our share-based units for the years ended December 31, 2022 and 2021 was allocated as follows (in thousands): Year Ended December 31, 2022 2021 Cost of revenues $ 1 $ 11 Selling, general and administrative 437 514 Total share-based compensation expense $ 438 $ 525 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 are as follows (in thousands): Year Ended December 31, 2022 2021 Current provision: Federal $ — $ 4 State 87 20 Total current provision 87 24 Deferred provision: Federal 82 6 State 5 30 Total deferred provision 87 36 Total income tax provision $ 174 $ 60 |
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, 2022 and 2021 as follows: Year Ended December 31, 2022 2021 Income tax expense at statutory federal rate 21.0 % 21.0 % State income tax expense, net of federal benefit 3.8 % (0.7) % Permanent differences and other (8.9) % 5.6 % PPP Loan Forgiveness — % 10.5 % Revaluation of deferred taxes due to change in effective state tax rates 3.5 % 2.4 % Expiration of net operating loss and tax credit carryovers (66.1) % (40.6) % Stock compensation (2.1) % (0.9) % Reserve for uncertain tax positions and other reserves 2.9 % 2.6 % Change in valuation allowance 42.5 % (0.6) % Provision for income taxes (3.4) % (0.7) % |
Schedule of deferred tax assets | Our net deferred tax assets (liabilities) as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 15,707 $ 19,651 Research and development and other credits 72 72 Reserves 369 477 Operating lease liabilities 1,214 2,068 Interest carryover 278 22 Other, net 1,258 785 Total deferred tax assets 18,898 23,075 Deferred tax liabilities: Fixed assets and other (147) (316) Right of use assets (1,192) (1,974) Intangibles (1,889) (2,850) Total deferred tax liabilities (3,228) (5,140) Valuation allowance for deferred tax assets (15,846) (18,007) Net deferred tax liabilities $ (176) $ (72) |
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, 2022 and 2021 (in thousands): December 31, 2022 2021 Balance at beginning of year $ 2,561 $ 2,778 Expiration of the statute of limitations for the assessment of taxes (147) (217) Balance at end of year $ 2,414 $ 2,561 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Segment information for the years ended December 31, 2022 and 2021 is as follows (in thousands): Year ended December 31, 2022 2021 (1) Revenue by segment: Healthcare $ 55,002 $ 58,556 Construction 57,149 48,003 Investments 633 633 Intersegment elimination (633) (633) Consolidated revenue $ 112,151 $ 106,559 Gross profit (loss) by segment: Healthcare 13,509 12,459 Construction 12,660 3,008 Investments 343 406 Intersegment elimination (633) (633) Consolidated gross profit $ 25,879 $ 15,240 Income (loss) from operations by segment: Healthcare 440 2,035 Construction 3,560 (5,073) Investments 192 378 Corporate, eliminations and other (7,297) (5,576) Segment income (loss) from operations (3,105) (8,236) Goodwill impairment (2) — (3,359) Consolidated income (loss) from operations $ (3,105) $ (11,595) Depreciation and amortization by segment: Healthcare $ 1,262 $ 1,315 Construction 1,974 1,931 Investments 290 226 Star equity corporate 9 — Total depreciation and amortization $ 3,535 $ 3,472 (1) Segment information has been recast for all periods presented to reflect Healthcare as one segment. Intersegment eliminations previously allocated to Investments have been reclassified to a separate line. (2) Reflects impairment of goodwill related to the Construction division. |
Perpetual Preferred Stock (Tabl
Perpetual Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of stockholders equity | A roll forward of the balance of Company Preferred Stock for the year ended December 31, 2022 is as follows (in thousands): Balance at December 31, 2021 $ 18,988 Deemed dividend on Series A Preferred Stock 1,916 Cash Dividend paid on Preferred Stock (1,916) Balance at December 31, 2022 $ 18,988 |
The Company (Details)
The Company (Details) | 12 Months Ended | |
Dec. 31, 2022 segment business division | Dec. 31, 2021 segment | |
Segment Reporting Information [Line Items] | ||
Number of divisions | division | 3 | |
Number of reportable segments | segment | 3 | 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, Liquidity and Management’s Plan (Details) - USD ($) | 12 Months Ended | |||||
Aug. 16, 2021 | May 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 01, 2021 | Oct. 30, 2020 | |
Accounting Policies [Line Items] | ||||||
Preferred stock, dividend rate percentage | 10% | |||||
Liquidation preference (in usd per share) | $ 10 | |||||
Short-term debt | $ 11,682,000 | $ 12,869,000 | ||||
Cash and cash equivalents | 4,665,000 | 4,538,000 | ||||
Investments in equity securities | 3,490,000 | $ 47,000 | ||||
Maximum borrowing capacity | 2,000,000 | |||||
Secured Promissory Note | Discontinued operations, disposed of by sale | ||||||
Accounting Policies [Line Items] | ||||||
Debt instrument, face amount | $ 1,400,000 | |||||
Revolving Credit Facility - Webster | ||||||
Accounting Policies [Line Items] | ||||||
Short-term debt | $ 8,300,000 | |||||
DMS Health | ||||||
Accounting Policies [Line Items] | ||||||
Disposal group, held for sale | $ 18,750,000 | |||||
Series A Cumulative Perpetual Preferred Stock | ||||||
Accounting Policies [Line Items] | ||||||
Preferred stock, dividend rate percentage | 10% | 10% | 10% |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Revenue, Warranty (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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) $ in Thousands | Dec. 31, 2022 USD ($) |
Accounting Policies [Abstract] | |
Cash, FDIC insured amount | $ 250 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Equity Securities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Unrealized loss on equity securities | $ 1.7 | |
Unrealized gain on equity securities | $ 0.3 |
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, 2022 | Dec. 31, 2021 | |
Allowance for Doubtful Accounts | ||
Allowance for doubtful accounts and billing adjustments [Roll Forward] | ||
Beginning balance | $ 843 | $ 496 |
Provision adjustment | 556 | 656 |
Write-offs and recoveries, net | (685) | (309) |
Ending balance | 714 | 843 |
Reserve for Billing Adjustments | ||
Allowance for doubtful accounts and billing adjustments [Roll Forward] | ||
Beginning balance | 29 | 13 |
Provision adjustment | 159 | 293 |
Write-offs and recoveries, net | (175) | (277) |
Ending balance | $ 13 | $ 29 |
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, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Beginning balance | $ 320 | $ 399 |
Provision adjustment | 15 | 30 |
Write-offs and scrap | (119) | (109) |
Ending balance | $ 216 | $ 320 |
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, 2022 | Dec. 31, 2021 | |
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, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Reserve for estimated claims incurred and unpaid | $ 0.2 | $ 0.6 |
Basis of Presentation and Si_12
Basis of Presentation and Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Restricted cash and cash equivalents | $ 0.1 | $ 0.3 |
Basis of Presentation and Si_13
Basis of Presentation and Significant Accounting Policies - Debt Issuance Costs (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Unamortized debt issuance costs | $ 0.1 | $ 0.3 |
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, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Costs of revenue | $ 86,272 | $ 91,319 |
Shipping and Handling | ||
Accounting Policies [Line Items] | ||
Costs of revenue | $ 1,400 | $ 1,400 |
Basis of Presentation and Si_15
Basis of Presentation and Significant Accounting Policies - Warranty (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | Dec. 31, 2021 | |
Continuing Operations | ||
Accounting Policies [Line Items] | ||
Advertising costs | $ 0.4 | $ 0.3 |
Basis of Presentation and Si_17
Basis of Presentation and Significant Accounting Policies - Basic and Diluted Net income (loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 11,223,000 | 855,000 |
Warrants exercised (in shares) | 1,045,460 | |
Warrants outstanding (in shares) | 12,892,040 | |
Class of warrant or right, number of securities called by warrants or rights (in shares) | 12,189,770 | |
Stock options | ||
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 4,000 | 15,000 |
Stock warrants | ||
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 11,100,000 | 768,000 |
Restricted stock units | ||
Net Loss Per Share [Line Items] | ||
Antidilutive common shares excluded from computation of net income (in shares) | 119,000 | 72,000 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - DMS Health - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Term of contract | 3 years | |||
Total revenues | $ 1,400 | $ 1,100 | ||
Discontinued operations, disposed of by sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total consideration | $ 18,750 | $ 18,750 |
Discontinued Operations - Finan
Discontinued Operations - Financial Results (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Gain on sale of discontinued operations | $ 0 | $ 5,159 |
Net Income from discontinued operations | 0 | 5,948 |
DMS Health | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenues | $ 1,400 | 1,100 |
DMS Health | Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenues | 9,490 | |
Total cost of revenues | 6,973 | |
Gross profit | 2,517 | |
Operating expenses: | ||
Selling, general and administrative | 1,469 | |
Total operating expenses | 1,469 | |
Operating income from discontinued operations | 1,048 | |
Interest expense, net | (180) | |
Gain on sale of discontinued operations | 5,159 | |
Income from discontinued operations before income taxes | 6,027 | |
Income tax provision | (79) | |
Net Income from discontinued operations | $ 5,948 |
Discontinued Operations - Suppl
Discontinued Operations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Non-cash lease expense | $ 1,218 | $ 1,453 |
Write-off of borrowing costs | 0 | 130 |
Gain on sale of DMS discontinued operations | 0 | (5,159) |
Investing activities | ||
Proceeds from sale of discontinued operations | 0 | 18,750 |
Proceeds from sale of property and equipment | $ 432 | 132 |
DMS Health | Discontinued operations, disposed of by sale | ||
Operating activities | ||
Depreciation | 7 | |
Non-cash lease expense | 256 | |
Write-off of borrowing costs | 130 | |
Gain on sale of DMS discontinued operations | (5,159) | |
Investing activities | ||
Proceeds from sale of discontinued operations | 18,750 | |
Proceeds from sale of property and equipment | $ 3 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of Purchase Price (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Pre-tax gain on the disposition | $ 0 | $ 5,159 | |
Discontinued operations, disposed of by sale | DMS Health | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total consideration | 18,750 | $ 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 - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Lease Income | $ 351 | $ 276 |
Total Revenues | 112,151 | 106,559 |
DMS | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,100 | 1,400 |
MDOS | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 800 | |
Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 53,141 | 49,378 |
Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 59,010 | 57,181 |
Mobile Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 40,548 | 43,536 |
Camera Sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 6,975 | 7,959 |
Camera Support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 7,128 | 6,832 |
Healthcare Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 54,651 | 58,327 |
Total Revenues | 55,002 | 58,556 |
Construction Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 57,149 | 47,956 |
Total Revenues | 57,149 | 48,003 |
Healthcare | ||
Disaggregation of Revenue [Line Items] | ||
Lease Income | 351 | 229 |
Total Revenues | 55,002 | 58,556 |
Healthcare | Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 41,516 | 45,457 |
Healthcare | Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 13,486 | 13,099 |
Healthcare | Mobile Imaging | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 40,548 | 43,536 |
Healthcare | Camera Sales | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 6,975 | 7,959 |
Healthcare | Camera Support | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 7,128 | 6,832 |
Healthcare | Healthcare Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 54,651 | 58,327 |
Healthcare | Construction Revenue from Contracts with Customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 0 | 0 |
Construction | ||
Disaggregation of Revenue [Line Items] | ||
Lease Income | 0 | 47 |
Total Revenues | 57,149 | 48,003 |
Construction | Services and goods transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 11,625 | 3,921 |
Construction | Services and goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | 45,524 | 44,082 |
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 | $ 57,149 | $ 47,956 |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Deferred Revenue And Billings in Excess of Cost and Estimated Profit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue | ||
Beginning balance | $ 2,869 | $ 2,352 |
Revenue recognized that was included in balance at beginning of the year | (2,063) | (1,975) |
Deferred revenue, net, related to contracts entered into during the year | 2,869 | 2,492 |
Ending balance | 3,675 | 2,869 |
Billings in Excess of Costs and Estimated Profit | ||
Beginning balance | 312 | |
Revenue recognized that was included in balance at beginning of the year | (312) | |
Billings in excess of costs, related to contracts entered into during the year | 0 | |
Ending balance | $ 0 | $ 312 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Non-current deferred revenue | $ 299 | $ 412 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 4 years |
Supplementary Balance Sheet I_3
Supplementary Balance Sheet Information - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Supplementary Balance Sheet Disclosures [Abstract] | ||
Raw materials | $ 6,330 | $ 5,870 |
Work-in-process | 2,567 | 2,145 |
Finished goods | 1,946 | 830 |
Total inventories | 10,843 | 8,845 |
Less reserve for excess and obsolete inventories | (216) | (320) |
Inventories, net | $ 10,627 | $ 8,525 |
Supplementary Balance Sheet I_4
Supplementary Balance Sheet Information - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | $ 32,761 | $ 32,896 |
Accumulated depreciation | (24,413) | (23,978) |
Total property and equipment, net | 8,348 | 8,918 |
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 | 4,843 | 4,823 |
Machinery and equipment | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | 24,648 | 24,881 |
Computer hardware and software | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | $ 2,465 | $ 2,387 |
Supplementary Balance Sheet I_5
Supplementary Balance Sheet Information - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | $ 32,761 | $ 32,896 |
Depreciation of property and equipment | 1,800 | 1,700 |
Amortization of intangible assets | 1,720 | $ 1,728 |
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, 2027 | 1,700 | |
Amortization expense for intangible assets, thereafter | 4,800 | |
Land and Building | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross property and equipment | $ 1,900 |
Supplementary Balance Sheet I_6
Supplementary Balance Sheet Information - Warranty Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at the beginning of year | $ 569 | $ 214 |
Charges to cost of revenues | 177 | 963 |
Applied to liability | (455) | (608) |
Balance at the end of period | $ 291 | $ 569 |
Supplementary Balance Sheet I_7
Supplementary Balance Sheet Information - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | $ 21,781 | $ 22,121 |
Accumulated Amortization | (8,429) | (7,049) |
Intangible Assets, Net | 13,352 | 15,072 |
Customer relationships | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | 16,100 | 16,440 |
Accumulated Amortization | (7,066) | (6,056) |
Intangible Assets, Net | 9,034 | 10,384 |
Trademarks | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | 5,540 | 5,540 |
Accumulated Amortization | (1,222) | (853) |
Intangible Assets, Net | 4,318 | 4,687 |
Patents | ||
Supplementary Balance Sheet Information [Line Items] | ||
Gross Carrying Amount | 141 | 141 |
Accumulated Amortization | (141) | (140) |
Intangible Assets, Net | $ 0 | $ 1 |
Supplementary Balance Sheet I_8
Supplementary Balance Sheet Information - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Supplementary Balance Sheet Disclosures [Abstract] | ||
Professional fees | $ 913 | $ 832 |
Sales and property taxes payable | 764 | 550 |
Radiopharmaceuticals and consumable medical supplies | 353 | 78 |
Facilities and related costs | 217 | 169 |
Outside services and consulting | 235 | 282 |
Other accrued liabilities | 655 | 534 |
Total other current liabilities | $ 3,137 | $ 2,445 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements (Details) - Fair Value, Nonrecurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | $ 3,490 | $ 47 |
Lumber derivative contracts | (104) | 666 |
Total | 3,386 | 713 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 3,490 | 47 |
Lumber derivative contracts | (104) | 666 |
Total | 3,386 | 713 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 0 | 0 |
Lumber derivative contracts | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 0 | 0 |
Lumber derivative contracts | 0 | 0 |
Total | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) boardFeet in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) boardFeet derivative | Dec. 31, 2021 USD ($) boardFeet derivative | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized loss on equity securities | $ 1,700 | |
Unrealized gain on equity securities | $ 300 | |
Derivative, gain (loss) | $ (1,800) | $ 400 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Total cost of revenues | Total cost of revenues |
Common stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized loss on equity securities | $ 893 | |
Unrealized gain on equity securities | $ 20 | |
Net long (Buying) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, nonmonetary notional amount (in board feet) | boardFeet | 550 | 2,420 |
Derivative, number of instruments held | derivative | 5 | 22 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - ATRM Holdings, Inc. $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
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 | 12 Months Ended | ||
Feb. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 6,046 | $ 9,542 | |
Goodwill impairment | 0 | (3,359) | |
Goodwill, ending balance | 6,046 | 6,046 | |
MDOS | |||
Goodwill [Roll Forward] | |||
De-recognition of MDOS | (137) | ||
KBS | |||
Goodwill [Roll Forward] | |||
Goodwill impairment | (3,359) | ||
Healthcare | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 1,608 | 1,745 | |
Goodwill, ending balance | 1,608 | 1,608 | |
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 | 4,438 | 7,797 | |
Goodwill, ending balance | $ 4,438 | 4,438 | |
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, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Short-term debt | $ 11,682 | $ 12,869 |
Weighted-Average Interest Rate | 7.88% | 4.17% |
Revolving Credit Facility - Webster | ||
Debt Instrument [Line Items] | ||
Short-term debt | $ 8,300 | |
eCapital - Star Loan Principal, net | ||
Debt Instrument [Line Items] | ||
Short-term debt | $ 791 | $ 1,070 |
Weighted-Average Interest Rate | 10.50% | 6.25% |
Short Term Loan | ||
Debt Instrument [Line Items] | ||
Short-term debt | $ 791 | $ 1,070 |
Weighted-Average Interest Rate | 10.50% | 6.25% |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Short-term debt | $ 10,891 | $ 11,799 |
Weighted-Average Interest Rate | 7.69% | 3.98% |
Revolving Credit Facility | Revolving Credit Facility - eCapital KBS | ||
Debt Instrument [Line Items] | ||
Short-term debt | $ 0 | $ 3,131 |
Weighted-Average Interest Rate | 0% | 6% |
Revolving Credit Facility | Revolving Credit Facility - eCapital EBGL | ||
Debt Instrument [Line Items] | ||
Short-term debt | $ 2,592 | $ 1,652 |
Weighted-Average Interest Rate | 10.25% | 6% |
Revolving Credit Facility | Revolving Credit Facility - Webster | ||
Debt Instrument [Line Items] | ||
Short-term debt | $ 8,299 | $ 7,016 |
Weighted-Average Interest Rate | 6.89% | 2.60% |
Debt - Webster Credit Facility
Debt - Webster Credit Facility (Details) - USD ($) | Mar. 29, 2019 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 2,000,000 | ||
Weighted average interest rate (percent) | 7.88% | 4.17% | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (percent) | 7.69% | 3.98% | |
Revolving Credit Facility | SNB | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Letters of credit (not to exceed) | $ 100,000 | ||
Revolving Credit Facility | Revolving Credit Facility - Webster | SNB | Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt term (in years) | 5 years | ||
Maximum borrowing capacity | $ 20,000,000 | ||
Letters of credit (not to exceed) | $ 500,000 | ||
Borrowing availability | $ 300,000 | ||
Revolving Credit Facility | Revolving Credit Facility - Webster | SNB | Line of Credit | Minimum | |||
Debt Instrument [Line Items] | |||
Fixed charge coverage ratio | 1.25 | ||
Revolving Credit Facility | Revolving Credit Facility - Webster | SNB | Line of Credit | Maximum | |||
Debt Instrument [Line Items] | |||
Leverage Ratio | 3.50 | ||
Revolving Credit Facility | Revolving Credit Facility - Webster | SNB | Line of Credit | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Stated rate | 2.50% | ||
Basis spread (percent) | 2.25% | ||
Revolving Credit Facility | Revolving Credit Facility - Webster | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate (percent) | 6.89% | 2.60% |
Debt - eCapital Credit Faciliti
Debt - eCapital Credit Facilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 2,000,000 | |
Revolving Credit Facility - eCapital KBS | ||
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 - eCapital EBGL | ||
Debt Instrument [Line Items] | ||
Debt covenant for income | 0 | 1,000,000 |
Debt covenant, minimum earnings before interest tax and depreciation | $ 0 | $ 1,000,000 |
Revolving Credit Facility | Prime Rate | EBGL Credit Parties | ||
Debt Instrument [Line Items] | ||
Basis spread (percent) | 2.75% | |
Revolving Credit Facility | eCapital - Star Loan Principal, net | Line of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 4,000,000 | |
Additional borrowing capacity | $ 1,300,000 | |
Revolving Credit Facility | eCapital - Star Loan Principal, net | Line of Credit | Prime Rate | ||
Debt Instrument [Line Items] | ||
Stated rate | 2.75% | |
Revolving Credit Facility | Revolving Credit Facility - eCapital EBGL | Line of Credit | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 4,000,000 | |
Additional borrowing capacity | $ 400,000 |
Debt - Term Loans (Details)
Debt - Term Loans (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 2,000,000 | |
Star Loan Agreement | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 2,500,000 | |
eCapital - Star Loan Principal | 870,000 | $ 1,246,000 |
Unamortized debt issuance costs | (79,000) | (176,000) |
eCapital - Star Loan Principal, net | $ 791,000 | $ 1,070,000 |
Star Loan Agreement | Minimum | ||
Debt Instrument [Line Items] | ||
Debt service coverage ratio | 1 | |
Star Loan Agreement | Prime Rate | ||
Debt Instrument [Line Items] | ||
Basis spread (percent) | 3.50% | |
Amended Star Loan Agreement | ||
Debt Instrument [Line Items] | ||
Debt instrument, monthly payment | $ 33,000 | |
Amended Star Loan Agreement | Prime Rate | ||
Debt Instrument [Line Items] | ||
Basis spread (percent) | 3% |
Debt - Paycheck Protection Prog
Debt - Paycheck Protection Program (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | May 31, 2020 | |
Debt Instrument [Line Items] | ||
Gain on forgiveness of PPP loans | $ 4.2 | |
PPP Loans | ||
Debt Instrument [Line Items] | ||
Note payable | $ 6.7 | |
PPP Loans | Healthcare | ||
Debt Instrument [Line Items] | ||
Note payable | 5.5 | |
PPP Loans | Construction | ||
Debt Instrument [Line Items] | ||
Note payable | $ 1.2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Potential settlement accrued | $ 200 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |
Option to terminate period | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 10 years |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,597 | $ 1,429 |
Finance lease cost: | ||
Amortization of finance lease assets | 489 | 476 |
Interest on finance lease liabilities | 55 | 81 |
Total finance lease cost | $ 544 | $ 557 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 1,218 | $ 1,197 |
Operating cash flows from finance leases | 55 | 81 |
Financing cash flows from finance leases | 600 | 669 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Noncash right-of-use assets obtained in exchange for operating lease liabilities | 1,492 | 3,035 |
Noncash property, plant, and equipment obtained in exchange for finance lease liabilities | $ 90 | $ 509 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating leases, weighted-average remaining lease term (in years) | 3 years 8 months 12 days | 3 years 10 months 24 days |
Financing leases, weighted-average remaining lease term (in years) | 2 years 3 months 18 days | 2 years 7 months 6 days |
Operating leases, weighted-average discount rate | 4.66% | 4.23% |
Financing leases, weighted-average discount rate | 5.98% | 5.05% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments, Lessee (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 1,584 |
2024 | 1,444 |
2025 | 922 |
2026 | 591 |
2027 | 155 |
2028 and thereafter | 206 |
Total future minimum lease payments | 4,902 |
Less amounts representing interest | (334) |
Present value of lease obligations | 4,568 |
Finance Leases | |
2023 | 427 |
2024 | 274 |
2025 | 106 |
2026 | 16 |
2027 | 1 |
2028 and thereafter | 0 |
Total future minimum lease payments | 824 |
Less amounts representing interest | (41) |
Present value of lease obligations | $ 783 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) plan $ / shares shares | Dec. 31, 2021 shares | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Number of active equity incentive plans | plan | 2 | |
Stock options contractual term under the Plans | 3 years 1 month 2 days | |
Aggregate number of shares of common stock authorized to issue under the Plans (in shares) | 1,150,000 | |
Shares available for future issuance under the Plans (in shares) | 488,756 | |
Number of shares reserved for issuance under the Plans (in shares) | 63,751 | |
Stock options granted (in shares) | 0 | 0 |
Unrecognized compensation cost related to unvested stock options | $ | $ 0 | |
Options exercised (in shares) | 0 | 0 |
Minimum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock options contractual term under the Plans | 7 years | |
Maximum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock options contractual term under the Plans | 10 years | |
Stock options | Minimum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock options requisite service period under the Plans | 1 year | |
Stock options | Maximum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock options requisite service period under the Plans | 4 years | |
Restricted stock units | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Purchase price of granted restricted stock (in usd per share) | $ / shares | $ 0 | |
Weighted average grant-date fair value of the restricted stock units (in usd per share) | $ / shares | $ 1.23 | |
Unrecognized compensation costs | $ | $ 400,000 | |
Weighted average period for recognition | 1 year 2 months 12 days | |
Restricted stock units | Minimum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
restricted stock vesting period under the Plans | 1 year | |
Restricted stock units | Maximum | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
restricted stock vesting period under the Plans | 3 years |
Share-Based Compensation- Stock
Share-Based Compensation- Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Options outstanding, beginning balance (in shares) | 6,000 | |
Options granted (in shares) | 0 | 0 |
Options forfeited (in shares) | 0 | |
Options expired (in shares) | (4,000) | |
Options exercised (in shares) | 0 | 0 |
Options outstanding, ending balance (in shares) | 2,000 | 6,000 |
Options exercisable, ending balance (in shares) | 2,000 | |
Weighted- Average Exercise Price per Share | ||
Options outstanding, weighted-average exercise price per share, beginning balance (in usd per share) | $ 51.20 | |
Options granted , weighted average exercise price per share (in usd per share) | 0 | |
Option forfeited, weighted average exercise price per share (in usd per share) | 0 | |
Options expired, weighted average exercise price per share (in usd per share) | 51.20 | |
Options exercised, weighted average exercise price per share (in usd per share) | 0 | |
Options outstanding, weighted-average exercise price per share, ending balance (in usd per share) | 51.20 | $ 51.20 |
Options exercisable, weighted-average exercise price per share, ending balance (in usd per share) | $ 51.20 | |
Options outstanding , weighted average remaining contractual term (in years) | 3 years 1 month 2 days | |
Options exercisable, weighted average remaining contractual term (in years) | 3 years 1 month 2 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Options exercisable, aggregate intrinsic value | $ 0 |
Share-Based Compensation- Restr
Share-Based Compensation- Restricted Stock Activity (Details) - Restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Non-vested restricted stock units outstanding, beginning balance (in shares) | 262 | |
Options granted (in shares) | 325 | |
Forfeited (in shares) | (28) | |
Vested (in shares) | (179) | |
Non-vested restricted stock units outstanding, ending balance (in shares) | 380 | 262 |
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) | $ 3.01 | |
Options granted , Weighted- Average Exercise Price per Share (in usd per share) | 1.23 | |
Option forfeited, Weighted- Average Exercise Price per Share(in usd per share) | 3 | |
Vested (in usd per share) | 3.02 | |
Non-vested restricted stock units outstanding, weighted average grant date fair value, ending balance (in usd per share) | $ 1.48 | $ 3.01 |
Fair value on vesting date of vested restricted stock units | $ 182 | $ 313 |
Share-Based Compensation - Allo
Share-Based Compensation - Allocation of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 438 | $ 525 |
Cost of revenues | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 1 | 11 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 437 | $ 514 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current provision: | ||
Federal | $ 0 | $ 4 |
State | 87 | 20 |
Total current provision | 87 | 24 |
Deferred provision: | ||
Federal | 82 | 6 |
State | 5 | 30 |
Total deferred provision | 87 | 36 |
Total income tax provision | $ 174 | $ 60 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Intraperiod tax allocation expense (benefit) | $ 0 | $ 79 | |
Valuation allowance for deferred tax assets | 15,846 | 18,007 | |
Research and other credit carryforwards | 15,707 | 19,651 | |
Unrecognized tax benefits | 2,414 | $ 2,561 | $ 2,778 |
Tax benefits, if recognized, would reduce effective tax rate | 2,000 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 60,900 | ||
Operating loss carryforwards not subject to expiration | 4,400 | ||
Loss carryforward subject to expiration | 16,000 | ||
Research and other credit carryforwards | 300 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 38,300 | ||
Operating loss carryforwards not subject to expiration | 2,600 | ||
Loss carryforward subject to expiration | 4,500 | ||
California Franchise Tax Board | |||
Operating Loss Carryforwards [Line Items] | |||
Research and other credit carryforwards | 2,100 | ||
Expiring In Next Twelve Months | Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Loss carryforward subject to expiration | 1,500 | ||
Expiring In Next Twelve Months | State | |||
Operating Loss Carryforwards [Line Items] | |||
Loss carryforward subject to expiration | $ 3,600 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at statutory federal rate | 21% | 21% |
State income tax expense, net of federal benefit | 3.80% | (0.70%) |
Permanent differences and other | (8.90%) | 5.60% |
PPP Loan Forgiveness | 0% | 10.50% |
Revaluation of deferred taxes due to change in effective state tax rates | 3.50% | 2.40% |
Expiration of net operating loss and tax credit carryovers | (66.10%) | (40.60%) |
Stock compensation | (2.10%) | (0.90%) |
Reserve for uncertain tax positions and other reserves | 2.90% | 2.60% |
Change in valuation allowance | 42.50% | (0.60%) |
Provision for income taxes | (3.40%) | (0.70%) |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 15,707 | $ 19,651 |
Research and development and other credits | 72 | 72 |
Reserves | 369 | 477 |
Operating lease liabilities | 1,214 | 2,068 |
Interest carryover | 278 | 22 |
Other, net | 1,258 | 785 |
Total deferred tax assets | 18,898 | 23,075 |
Deferred tax liabilities: | ||
Fixed assets and other | (147) | (316) |
Right of use assets | (1,192) | (1,974) |
Intangibles | (1,889) | (2,850) |
Total deferred tax liabilities | (3,228) | (5,140) |
Valuation allowance for deferred tax assets | (15,846) | (18,007) |
Net deferred tax liabilities | $ (176) | $ (72) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 2,561 | $ 2,778 |
Expiration of the statute of limitations for the assessment of taxes | (147) | (217) |
Balance at end of year | $ 2,414 | $ 2,561 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Maximum annual contribution of annual salary per employee (as percent) | 100% | |
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 Millions | Dec. 10, 2021 | Sep. 10, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 02, 2021 | Dec. 31, 2020 | Mar. 05, 2020 | Mar. 29, 2019 |
Related Party Transaction [Line Items] | ||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock outstanding (in shares) | 15,177,919 | 5,805,916 | ||||||
Weighted-Average Interest Rate | 7.88% | 4.17% | ||||||
ATRM Unsecured Promissory Note, Due January 12, 2020 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable to related parties | $ 0.7 | |||||||
ATRM Unsecured Promissory Note, Due January 12, 2020 | Notes Payable, Other Payables | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stated rate | 10% | |||||||
ATRM Unsecured Promissory Note, Due January 12, 2020 | Notes Payable, Other Payables | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Weighted-Average Interest Rate | 12% | |||||||
ATRM Unsecured Promissory Note, Due June 1, 2020 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable to related parties | $ 1.2 | |||||||
ATRM Unsecured Promissory Note, Due June 1, 2020 | Notes Payable, Other Payables | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stated rate | 10% | |||||||
ATRM Unsecured Promissory Note, Due June 1, 2020 | Notes Payable, Other Payables | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Weighted-Average Interest Rate | 12% | |||||||
ATRM Unsecured Promissory Note, Due November 30, 2020 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable to related parties | $ 0.4 | |||||||
ATRM Unsecured Promissory Note, Due November 30, 2020 | Notes Payable, Other Payables | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stated rate | 10% | |||||||
ATRM Unsecured Promissory Note, Due November 30, 2020 | Notes Payable, Other Payables | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Weighted-Average Interest Rate | 12% | |||||||
Series A Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Preferred stock, outstanding (in shares) | 1,915,637 | |||||||
Board of Directors Chairman | ||||||||
Related Party Transaction [Line Items] | ||||||||
Guarantor obligations, maximum exposure, undiscounted | $ 0.5 | $ 1.5 | ||||||
Board of Directors Chairman | ATRM Holdings, Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business acquisition share price (in usd per share) | $ 10 | |||||||
Consideration transferred | $ 1 | |||||||
Board of Directors Chairman | Series A Preferred Stock | ATRM Holdings, Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of preferred stock shares acquired (in shares) | 100,000 | |||||||
Board of Directors Chairman | Digirad Corporation | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock outstanding (in shares) | 2,983,685 | |||||||
Percentage of outstanding shares ( in percent) | 19.66% | |||||||
Board of Directors Chairman | Digirad Corporation | Series A Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Preferred stock, outstanding (in shares) | 1,222,708 | |||||||
Board of Directors Chairman | Private Placement | ||||||||
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 |
Segments - Narrative (Details)
Segments - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) segment | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 3 | 4 |
Sales to customers | $ 112,151 | $ 106,559 |
Non-US | ||
Segment Reporting Information [Line Items] | ||
Sales to customers | $ 200 | $ 200 |
Segments - Segment Information
Segments - Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 112,151 | $ 106,559 |
Gross profit | 25,879 | 15,240 |
Net income (loss) from continuing operations | (3,105) | (11,595) |
Segment income (loss) from operations | (3,105) | (8,236) |
Goodwill impairment | 0 | (3,359) |
Total depreciation and amortization | 3,535 | 3,472 |
Construction | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 57,149 | 48,003 |
Operating segments | Healthcare | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 55,002 | 58,556 |
Gross profit | 13,509 | 12,459 |
Net income (loss) from continuing operations | 440 | 2,035 |
Total depreciation and amortization | 1,262 | 1,315 |
Operating segments | Construction | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 57,149 | 48,003 |
Gross profit | 12,660 | 3,008 |
Net income (loss) from continuing operations | 3,560 | (5,073) |
Total depreciation and amortization | 1,974 | 1,931 |
Operating segments | Investments | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 633 | 633 |
Gross profit | 343 | 406 |
Net income (loss) from continuing operations | 192 | 378 |
Total depreciation and amortization | 290 | 226 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Total revenues | (633) | (633) |
Gross profit | (633) | (633) |
Corporate, eliminations and other | ||
Segment Reporting Information [Line Items] | ||
Net income (loss) from continuing operations | (7,297) | (5,576) |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total depreciation and amortization | $ 9 | $ 0 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Noncontrolling Interest [Abstract] | |
Maximum loss exposure | $ 0.3 |
Perpetual Preferred Stock - Nar
Perpetual Preferred Stock - Narrative (Details) - USD ($) | 12 Months Ended | |||||||||
Feb. 17, 2023 | Nov. 17, 2022 | Aug. 19, 2022 | May 19, 2022 | Feb. 25, 2022 | Nov. 22, 2021 | Aug. 16, 2021 | May 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||||||
Preferred stock, dividend rate percentage | 10% | |||||||||
Liquidation preference (in usd per share) | $ 10 | |||||||||
Preferred stock dividends in arrears | $ 0 | $ 0 | ||||||||
Series A Cumulative Perpetual Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, dividend rate percentage | 10% | 10% | 10% | |||||||
Dividends (in usd per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||
Preferred stock dividends paid | $ 1,900,000 | $ 1,900,000 | $ 1,900,000 | $ 1,900,000 | $ 480,000 | $ 480,000 | ||||
Series A Cumulative Perpetual Preferred Stock | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, dividend rate percentage | 10% | |||||||||
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% | |||||||||
Liquidation preference (in usd per share) | $ 10 | |||||||||
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, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Balance at December 31, 2021 | $ 18,988 | |
Deemed dividend on Series A Preferred Stock | 1,916 | $ 1,906 |
Cash Dividend paid on Preferred Stock | (1,916) | |
Balance at December 31, 2022 | $ 18,988 | $ 18,988 |
Equity Transactions - Narrative
Equity Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Jan. 24, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 12,189,770 | |
Warrants exercised (in shares) | 1,045,460 | |
Warrants outstanding (in shares) | 12,892,040 | |
2022 Public Offering | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of shares issued in transaction (in shares) | 9,175,000 | |
Warrants exercised (in shares) | 1,425,000 | |
Warrant exercise price (in usd per share) | $ 0.01 | |
Sale of stock price (in usd per share) | $ 1.50 | |
Consideration received | $ 14.3 | |
Net proceeds | $ 12.7 | |
2022 Public Offering | Prefunded Warrant | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of warrants issued in transaction (in shares) | 325,000 | |
Class of warrant or right, number of securities called by warrants or rights (in shares) | 325,000 | |
Warrant exercise price (in usd per share) | $ 0.01 | |
Warrants outstanding (in shares) | 300,000 | |
2022 Public Offering | Firm Purchase Warrants | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of warrants issued in transaction (in shares) | 9,500,000 | |
Class of warrant or right, number of securities called by warrants or rights (in shares) | 9,500,000 | |
2022 Public Offering | Firm Purchase Warrants | Maxim Group LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 237,500 | |
Warrants exercised (in shares) | 237,500 | |
Warrant exercise price (in usd per share) | $ 1.65 | |
2022 Public Offering | Option Shares | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of shares issued in transaction (in shares) | 1,425,000 | |
2022 Public Offering | Option Purchase Warrants | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of warrants issued in transaction (in shares) | 1,425,000 | |
2022 Public Offering | Stock Warrants | ||
Schedule of Equity Method Investments [Line Items] | ||
Warrant exercise price (in usd per share) | $ 1.50 | |
Warrants outstanding (in shares) | 10,900,000 | |
2020 Public Offering | ||
Schedule of Equity Method Investments [Line Items] | ||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 700,000 | |
Warrants exercised (in shares) | 1,000,000 | |
Warrant exercise price (in usd per share) | $ 2.25 | |
Warrants outstanding (in shares) | 1,400,000 |
Preferred Stock Rights (Details
Preferred Stock Rights (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 10, 2021 | Jun. 02, 2021 |
Class of Stock [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock par value (in usd per share) | $ 0.0001 | |||
Number of days for stock rights to become exercisable (in days) | 10 days | |||
Acquisition of common stock, threshold (percent) | 4.99% | |||
Dividend rights exercisable (in shares) | 0 | |||
Series C Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Cash redemption price (in usd per share) | $ 12 |