Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Apr. 11, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | ATRM Holdings, Inc. | |
Entity Central Index Key | 0000908598 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,576,219 | |
Trading Symbol | atrm | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 124 | $ 1,247 |
Restricted cash | 380 | 150 |
Accounts receivable, net | 3,863 | 2,604 |
Costs and estimated profit in excess of billings | 925 | 1,045 |
Inventories | 1,311 | 1,404 |
Fair value of contingent earn-out receivable, current | 404 | 359 |
Other current assets | 183 | 237 |
Total current assets | 7,190 | 7,046 |
Property, plant and equipment, net | 4,493 | 4,393 |
Fair value of contingent earn-out receivable, noncurrent | 114 | 202 |
Goodwill | 0 | 3,020 |
Intangible assets, net | 1,668 | 2,117 |
Total assets | 13,465 | 16,778 |
Current liabilities: | ||
Notes payable – revolving lines of credit | 5,736 | 3,420 |
Current portion of long-term debt | 1,129 | 1,675 |
Trade accounts payable | 4,791 | 3,776 |
Billings in excess of costs and estimated profit | 605 | 652 |
Accrued compensation | 448 | 407 |
Fair value of contingent earn-out payable | 0 | 967 |
Other accrued liabilities | 1,987 | 2,264 |
Total current liabilities | 14,696 | 13,161 |
Long-term debt, less current provision | 3,269 | 14,069 |
Deferred income taxes | 26 | 19 |
Commitments and contingencies | ||
Shareholders' deficit: | ||
Preferred stock, $.001 par value; 160,000 shares authorized; 132,548 shares issued and outstanding at September 30, 2017 | 0 | 0 |
Common stock, $.001 par value; 3,000,000 shares authorized; 2,366,219 shares issued and outstanding at September 30, 2017 and December 31, 2016 | 2 | 2 |
Additional paid-in capital | 83,008 | 69,702 |
Accumulated deficit | (87,536) | (80,175) |
Total shareholders' deficit | (4,526) | (10,471) |
Total liabilities and shareholders' deficit | $ 13,465 | $ 16,778 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.001 | |
Preferred sock, authorized (in shares) | 160,000 | |
Preferred stock, issued (in shares) | 132,548 | |
Preferred stock, outstanding (in shares) | 132,548 | |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Common stock, shares issued (in shares) | 2,366,219 | 2,366,219 |
Common stock, shares outstanding (in shares) | 2,366,219 | 2,366,219 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 10,246 | $ 6,923 | $ 30,473 | $ 17,875 |
Costs and expenses: | ||||
Cost of sales | 10,063 | 6,326 | 28,099 | 17,166 |
Selling, general, and administrative expenses | 1,481 | 984 | 5,100 | 3,171 |
Goodwill impairment charge | 0 | 1,733 | 3,020 | 1,733 |
Total costs and expenses | 11,544 | 9,043 | 36,219 | 22,070 |
Operating loss | (1,298) | (2,120) | (5,746) | (4,195) |
Other (expense) income: | ||||
Interest expense | (621) | (392) | (2,030) | (1,116) |
Change in fair value of contingent earn-outs, net | 4 | 22 | 434 | 24 |
Loss before income taxes | (1,915) | (2,490) | (7,342) | (5,287) |
Income tax expense | (2) | (2) | (10) | (7) |
Net loss | (1,917) | (2,492) | (7,352) | (5,294) |
Dividend on preferred stock | (9) | 0 | (9) | 0 |
Net loss attributable to common shareholders | $ (1,926) | $ (2,492) | $ (7,361) | $ (5,294) |
Net loss per share, basic and diluted (in usd per share) | $ (0.81) | $ (1.10) | $ (3.11) | $ (2.37) |
Weighted average common shares outstanding, basic and diluted (in shares) | 2,366 | 2,266 | 2,366 | 2,232 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (7,352,000) | $ (5,294,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 277,000 | 227,000 |
Amortization expense, intangible assets | 449,000 | 152,000 |
Amortization expense, deferred financing costs | 312,000 | 65,000 |
Share-based compensation expense | 51,000 | 115,000 |
Provision (credit) for bad debts | 0 | (40,000) |
(Gain) loss on sale of equipment | (11,000) | 25,000 |
Deferred income taxes | 8,000 | 5,000 |
Change in fair value of contingent earn-out receivable | (358,000) | (24,000) |
Change in fair value of contingent earn-out payable | (76,000) | 0 |
Imputed interest on seller deferred payment obligations | 36,000 | 0 |
Goodwill impairment charge | 3,020,000 | 1,733,000 |
Paid-in-kind interest (“PIK Interest”) | 1,331,000 | 534,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,259,000) | 1,093,000 |
Costs and estimated profit in excess of billings | 120,000 | (1,053,000) |
Inventories | 93,000 | 227,000 |
Other current assets | 55,000 | (148,000) |
Trade accounts payable | 960,000 | 1,220,000 |
Billings in excess of costs and estimated profit | (47,000) | (291,000) |
Accrued compensation | 41,000 | 271,000 |
Other accrued liabilities | 104,000 | (587,000) |
Net cash used in operating activities | (2,246,000) | (1,770,000) |
Cash flows from investing activities: | ||
Proceeds from earn-out consideration | 400,000 | 212,000 |
Purchase of property and equipment | (403,000) | (51,000) |
Sale of equipment | 37,000 | 109,000 |
Net cash generated by investing activities | 34,000 | 270,000 |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 567,000 | 0 |
Proceeds from revolving line of credit | 34,003,000 | 17,112,000 |
Principal payments on revolving line of credit | (31,961,000) | (14,126,000) |
Payment of deferred financing costs | 16,000 | (175,000) |
Principal payments on long-term debt | (1,306,000) | (1,850,000) |
Net cash generated by financing activities | 1,319,000 | 961,000 |
Net decrease in cash, cash equivalents and restricted cash | (893,000) | (539,000) |
Cash, cash equivalents and restricted cash at beginning of period | 1,397,000 | 624,000 |
Cash, cash equivalents and restricted cash at end of period | 504,000 | 85,000 |
Supplemental cash flow information | ||
Cash paid for interest expense | 921,000 | 783,000 |
Deferred financing costs recorded in accounts payable | 55,000 | 55,000 |
Decrease in fair value of contingent earn-out payable for restructuring of contingent earn-out payable | (891,000) | 0 |
Increase in long-term debt for restructuring of contingent earn-out payable | 891,000 | 0 |
Decrease in long-term debt for preferred stock exchange | (12,865,000) | 0 |
Increase in equity for preferred stock exchange | 13,255,000 | 0 |
Decrease in other accrued liabilities (accrued interest) for preferred stock exchange | (390,000) | 0 |
Increase in accrued liabilities for accrued in-kind dividend on Series B Stock | $ 9,000 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of ATRM Holdings, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Unless the context otherwise requires, references in the Notes to Condensed Consolidated Financial Statements to (i) “ATRM,” the “Company,” “we,” “us” and “our,” refer to ATRM Holdings, Inc. and its consolidated subsidiaries, (ii) “KBS” refers to our Maine-based modular housing manufacturing business operated by our wholly-owned subsidiary KBS Builders, Inc. and (iii) “EBGL” refers to our Minnesota-based operations including Glenbrook Building Supply, Inc. (“Glenbrook”), a retail supplier of lumber and other building supplies, and EdgeBuilder, Inc. (“EdgeBuilder”), a manufacturer of structural wall panels, permanent wood foundation systems and other engineered wood products. Through our wholly-owned subsidiaries, KBS, Glenbrook and EdgeBuilder, we manufacture modular buildings for commercial and residential applications in production facilities located in South Paris and Waterford, Maine, operate a retail lumber yard located in Oakdale, Minnesota, and manufacture structural wall panels, permanent wood foundation systems and other engineered wood products for use in construction of commercial and residential buildings in a production facility located in Prescott, Wisconsin. Our previous wholly-owned subsidiary, Maine Modular Haulers, Inc. (“MMH”) was used to provide transportation, logistics and other related services for the transportation of KBS’s completed modular buildings. In 2016, the Company decided that the shipping of KBS’s modular buildings could be done more efficiently and more economically on an outsourced basis. Under the outsourced model, KBS now directly coordinates the transportation and logistics of the delivery of its modular buildings and contracts with third-party hauling companies to transport the modules. As part of the decision to move to an outsourced transportation model, we disposed of MMH’s trucks to an unrelated third party and the frames (trailers) were transferred (at book value) to KBS from MMH. MMH was officially dissolved on March 21, 2017 . The Company’s corporate headquarters is located at Glenbrook’s offices in Oakdale, Minnesota, a suburb of St. Paul. The Condensed Consolidated Balance Sheet at December 31, 2016 , has been derived from our audited financial statements. In the opinion of management, the unaudited interim Condensed Consolidated Financial Statements include all adjustments (consisting only of normal, recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the operating results to be expected for the full year or any future period. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted, pursuant to such rules and regulations. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2016 . |
FINANCIAL POSITION, LIQUIDITY A
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES | FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES We acknowledge that the Company continues to face a challenging operating environment, and while we continue to focus on improving our overall profitability, we reported an operating loss for the three and nine months ended September 30, 2017 . We have incurred significant operating losses in recent years and, as of September 30, 2017 , we had an accumulated deficit of approximately $87.5 million . Working capital has remained negative over the past several years. Cash used in operating activities remains negative for the nine months ended September 30, 2017 . This has required us to generate funds from investing and financing activities. At September 30, 2017 , we had outstanding debt of approximately $10.1 million . We have issued various promissory notes to finance our acquisitions of KBS and EBGL and to provide for our general working capital needs. As of September 30, 2017 , we had outstanding debt totaling approximately $10.1 million . Our debt primarily included (i) $3.5 million principal outstanding on KBS’s $4.0 million revolving credit facility under a loan and security agreement with Gerber Finance Inc. (“Gerber Finance”) (the “KBS Loan Agreement”) and $3.0 million principal outstanding under a loan and security agreement with Gerber Finance used to finance the acquisition of EBGL (the “Acquisition Loan Agreement”), (ii) $2.2 million principal outstanding on EBGL’s $3.0 million revolving credit facility under a revolving credit loan agreement with Premier Bank (the “Premier Loan Agreement”), which became effective on June 30, 2017 and replaced the prior $3.0 million revolving credit facility under a loan and security agreement with Gerber Finance (the “EBGL Loan Agreement”). We also have obligations to make $1.3 million in deferred cash payments to the sellers of EBGL, payable in monthly quarterly installments of $100,000 , inclusive of interest, through November 1, 2018. Jeffrey E. Eberwein, Chairman of the Company’s Board of Directors (the “Board”), is the manager of Lone Star Value Investors GP, LLC (“LSVGP”), the general partner of Lone Star Value Investors, LP ("LSVI") and LSV Co-Invest I, and the sole member of Lone Star Value Management, LLC (“ LSVM ”) , the investment manager of LSVI. At the applicable test dates, we were not in compliance with the following financial covenants under our loan agreements: (i) a requirement for KBS to maintain a minimum leverage ratio of 7 :1 for the fiscal year ended December 31, 2016 , as its actual leverage ratio for such period was negative; (ii) a requirement for KBS not to incur a net annual post-tax loss in any fiscal year of the loan agreements, as KBS’s net annual post-tax loss for the fiscal year ended December 31, 2016 was $3.2 million ; and (iii) a requirement to deliver the Company’s fiscal year-end financial statements reviewed by an independent certified accounting firm acceptable to Gerber Finance within 105 days from the fiscal year ended December 31, 2016 . In August 2017 , Gerber Finance provided us with a waiver for these events. As of December 31, 2017 and 2018, KBS was not in compliance with the financial covenants requiring no net annual post-tax loss for KBS or the minimum leverage ratio covenant as of these test dates. Additionally, KBS was not in compliance with the requirement to deliver the Company's fiscal year-end financial statements reviewed by an independent certified accounting firm acceptable to Gerber Finance within 105 days from the fiscal year ended December 31, 2017. The occurrence of any event of default under the KBS Loan Agreement may result in KBS’s obligations under the KBS Loan Agreement becoming immediately due and payable. In April 2019 , we obtained a waiver from Gerber Finance for these events. While the Company currently projects that it will be in compliance with the covenant requiring no net annual post-tax loss for KBS, the Company projects that it will continue to not be in compliance with the minimum leverage ratio covenant. If the Company fails to comply with any financial covenants under our loan agreements with Gerber Finance going forward, Gerber Finance may demand the repayment of the credit facilities amount outstanding and any unpaid interest thereon. During 2016, 2017 and 2018, we implemented several strategic initiatives, effected certain actions and continued to consider additional actions to improve the Company’s overall profitability and increase cash flows, including: • KBS’s strategic shift away from large commercial projects with significant site work to focus on its core competency of manufacturing modular buildings; • KBS’s efforts to improve operating efficiencies, including reconfiguring the South Paris factory to increase production, investments in automated equipment to reduce labor costs, implementing lean manufacturing techniques, and elimination of duplicate overhead costs through the shut-down of the Waterford factory; • Reduction in KBS workforce including manufacturing, sales, engineering and front-office staff; • KBS increased pricing on its base ranch model in 2017 , and in November 2017 , instituted a 6% lumber surcharge on all new orders to help offset the significant rise in lumber and other raw materials costs; • KBS has implemented a new dynamic pricing model for 2018 , which is designed to determine its bid price quoted to customers on the most current cost information to better ensure full recovery of its manufacturing costs and improve overall gross margins; • In July 2017 , KBS made the final payment due to the primary seller of KBS, freeing up $100,000 per month of cash flows to be used for operations; • In November 2018, EBGL made the final payment due to the sellers of EBGL, freeing up $100,000 per month of cash flows to be used for operations; • In 2017 , we instituted a lumber hedging program for EBGL to assist in preserving existing margins against the potential large fluctuations in lumber raw material prices; • In August 2016 , we amended certain of our debt agreements to allow the Company to pay PIK Interest on approximately $11 million of our debt, reducing strain on current cash flows; • In June 2017 , we refinanced EBGL’s revolving credit facility and amended the terms of our agreement with the EBGL Sellers providing for deferred payments to obtain more favorable lending and payment terms and reduce total fees paid under these agreements; • As disclosed in Note 16 , in September 2017 , we converted $13.3 million of the Company’s outstanding debt, including accrued interest, to preferred stock; • As disclosed in Note 20 , in January 2018 and in June 2018 , the Company issued an unsecured promissory note in the principal amount of $1.4 million to LSV Co-Invest I to provide additional working capital for the Company; • In April 2019, KBS and EBGL executed sale leasebacks of several of its real estate properties (see further discussion in Note 20); and • We continue to look for opportunities to refinance our remaining debt on more favorable terms. On September 10, 2018 ATRM entered into a non-binding letter of intent (the “ LOI ”) relating to the acquisition of ATRM (the "ATRM Acquisition") by Digirad Corporation ("Digirad"). Under the terms contemplated in the LOI, ATRM stockholders will receive consideration consisting of 0.4 shares of Digirad common stock for each share of outstanding ATRM common stock acquired by the Company in the ATRM Acquisition (see Note 20 for additional information). We anticipate the ATRM Acquisition to close in the third quarter of 2019. Our historical operating results indicate substantial doubt exists related to the Company’s ability to continue as a going concern. We believe that the actions discussed, have already occurred or are probable of occurring, and alleviate the substantial doubt raised by our historical operating results, as well as satisfy our estimated liquidity needs for the twelve months from the issuance of the Condensed Consolidated Financial Statements. However, we cannot predict with certainty the outcome of our actions to generate liquidity, including the availability of additional debt financing, or whether such actions would generate the expected liquidity as currently planned. If we continue to experience operating losses, and we are not able to generate additional liquidity through the mechanisms described above or through some combination of other actions, while not expected, we may not be able to continue operations. Additionally, a failure to generate additional liquidity could negatively impact our access to materials or services that are important to the operation of our business. In addition, these losses could further trigger violations of covenants under our debt agreements, resulting in accelerated payment of these loans. There can be no assurance that our existing cash reserves, together with funds generated by our operations and any future financings, will be sufficient to satisfy our debt payment obligations, to avoid liquidity issues and/or fund operations beyond this fiscal year. Our inability to generate funds from our operations and/or obtain financing sufficient to satisfy our payment obligations may result in our obligations being accelerated by our lenders, which would likely have a material adverse effect on our business, financial condition and results of operations. Given these uncertainties, there can be no assurance that our existing cash reserves will be sufficient to avoid liquidity issues and/or fund operations beyond this fiscal year. Although not a binding commitment, LSVM has advised us of its present intention to continue to financially support the Company in the event that additional financing is required. In 2014 , 2015 , 2016 , 2017 and 2018 , LSVM has provided financial support in the form of financing through various debt agreements disclosed in Note 14 . Based on the previous commitments, management believes that additional financing may be provided by LSVM or its affiliates, if necessary, in the future. In addition, it should be noted that LSVM is a related party to Digirad, with whom ATRM has entered into a LOI, as mentioned above. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION On October 4, 2016 , the Company acquired certain assets of EdgeBuilder Wall Panels, Inc. and Glenbrook Lumber & Supply, Inc. (collectively, the “EBGL Sellers”) through the Company’s wholly-owned subsidiaries EdgeBuilder and Glenbrook, respectively, pursuant to the terms of an Asset Purchase Agreement, dated as of the same date, by and among the Company, EdgeBuilder, Glenbrook, the EBGL Sellers and the individual owners of the EBGL Sellers (the “EBGL Acquisition”). The Company operates the businesses of EdgeBuilder and Glenbrook on a combined basis, and such businesses are referred to on a combined basis as EBGL. EBGL’s results are included in our consolidated statement of operations since October 4, 2016 , the date of the EBGL Acquisition. The following unaudited pro forma financial information presents the combined results of ATRM and the EBGL Sellers for the three and nine month periods ended September 30, 2016 as if the EBGL Acquisition had occurred on January 1, 2016 (in thousands, except per share amount): Three Months Nine Months Pro forma net sales $ 9,914 $ 30,308 Pro forma net loss (2,635 ) (4,649 ) Pro forma loss per share – basic and diluted (1.11 ) (1.99 ) The above unaudited pro forma financial information is not necessarily indicative of what our consolidated results of operations actually would have been or what results may be expected in the future. |
RECENTLY ADOPTED ACCOUNTING PRO
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENT | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENT | RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS In May 2017 , the Financial and Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Under the new guidance, modification accounting is only required if the fair value, vesting conditions or classification (equity or liability) of the new award are different from the original award immediately before the original award is modified. This update is effective for annual and interim financial statement periods beginning after December 15, 2017, with early adoption permitted. The new guidance must be applied prospectively to awards modified on or after the adoption date; consequently the impact will be dependent on whether the Company modifies any of its share-based payment awards and the nature of such modifications. There were no material impacts on the Company’s results based on the adoption of this update. In January 2017 , FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Instead, under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment change for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 201 9. Early adoption is permitted and should be adopted on a prospective basis. The Company has adopted this ASU on a prospective basis in the second quarter of 2017. In November 2015 , the FASB issued ASU No. 2015-17, Income Taxes (Topic 740 ) : Balance Sheet Classification of Deferred Taxes . ASU 2015-17 was issued to simplify the presentation of deferred income taxes. The amendments in this guidance require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016 , and interim periods within those annual periods. As required, ATRM adopted this update effective January 1, 2017 . There were no material impacts on the Company’s results based on the adoption of this update. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” , which requires all inventory to be measured at the lower of cost and net realizable value, except for inventory that is accounted for using the LIFO or the retail inventory method, which will be measured under existing accounting standards. The new guidance must be applied on a prospective basis and was adopted on January 1, 2017 with no material impact on our consolidated financial statements. |
RESTRICTED CASH
RESTRICTED CASH | 9 Months Ended |
Sep. 30, 2017 | |
Cash and Cash Equivalents [Abstract] | |
RESTRICTED CASH | RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows. September 30, 2017 December 31, 2016 Cash and cash equivalents $ 124 $ 1,247 Restricted cash 380 150 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows $ 504 $ 1,397 Amounts included in restricted cash represent those on deposit with Gerber Finance from time-to-time as additional collateral to support borrowing under the KBS revolving line of credit facility. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Financial assets reported at fair value on a recurring basis included the following at September 30, 2017 (in thousands): Level 1 Level 2 Level 3 Contingent earn-out receivable related to the transfer of test handler product line: Current portion $ — $ — $ 404 Noncurrent portion — — 114 Total $ — $ — $ 518 Financial assets reported at fair value on a recurring basis included the following at December 31, 2016 (in thousands): Level 1 Level 2 Level 3 Contingent earn-out receivable related to the transfer of test handler product line: Current portion $ — $ — $ 359 Noncurrent portion — — 202 Total $ — $ — $ 561 Contingent earn-out payable $ — $ — $ (967 ) Assets reported at fair value on a nonrecurring basis included the following at September 30, 2017 (in thousands): Fair Value (Level 3) Total Gains and (Losses) (1) Goodwill $ — $ (3,020 ) (1) Goodwill with a carrying value of $3.0 million was written down to zero at June 30, 2017. As a result, we recorded an impairment charge of $3.0 million in the nine months ended September 30, 2017 , as described in Note 9. Assets reported at fair value on a nonrecurring basis included the following at December 31, 2016 (in thousands): Fair Value (Level 3) Total Gains and (Losses) (1) Goodwill $ — $ (1,733 ) (1) We recorded a goodwill impairment charge of approximately $1.7 million in year 2016 in connection with the write-off of the remaining goodwill related to the KBS acquisition (see Note 9). The following table summarizes the activity for our Level 3 assets and liabilities measured on a recurring basis (in thousands): Earn-out Receivable (1) Earn-out Payable (2) Balance at December 31, 2016 $ 561 $ (967 ) Add – adjustment based on re-assessments 357 — Add – net decrease based on re-assessments — 76 Subtract – settlements (400 ) — Subtract – amendment (see Note 14) — 891 Balance at September 30, 2017 $ 518 $ — (1) Earn-out receivable related to the transfer of our test handler product line in 2014 . (2) Earn-out payable related to the EBGL Acquisition. The following table summarizes the activity for our Level 3 activity for our goodwill measured on a non-recurring basis (in thousands): EBGL Goodwill Balance at December 31, 2016 $ 3,020 Subtract – goodwill impairment recorded at June 30, 2017 (included in earnings) (3,020 ) Balance at September 30, 2017 $ — Quantitative information about Level 3 fair value measurements on a recurring basis at September 30, 2017 , is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Earn-out receivable related to transfer of test handler product line Discounted cash flow Total projected revenue (including actual results for periods through December 31, 2018) $9.6 million Performance weighted average 100% Discount rate 2.41% to 2.64% Quantitative information about Level 3 fair value measurements on a nonrecurring basis as of September 30, 2017 , is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Goodwill Discounted cash flow Projected annual revenue $17.5 million |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET Accounts receivable consists of the following (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Contract billings $ 3,619 $ 2,330 Retainage 250 370 Subtotal 3,869 2,700 Less – allowance for doubtful accounts (6 ) (96 ) Accounts receivable, net $ 3,863 $ 2,604 Retainage balances are expected to be collected within the next twelve months. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES At September 30, 2017 and December 31, 2016 , inventories totaled approximately $1.3 million and $1.4 million , respectively, and consisted of raw materials inventory. There are no finished goods or work-in-process inventory included in the inventory balances as of September 30, 2017 or December 31, 2016 . |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET Intangible assets are comprised of the following (in thousands): September 30, 2017 December 31, 2016 (unaudited) Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite-lived intangible assets: Goodwill $ — $ — $ — $ 3,020 $ — $ 3,020 Trademarks 394 — 394 394 — 394 Total 394 — 394 3,414 — 3,414 Finite-lived intangible assets: Customer relationships 2,097 (823 ) 1,274 2,097 (586 ) 1,511 Purchased backlog 1,290 (1,290 ) — 1,290 (1,078 ) 212 Total 3,387 (2,113 ) 1,274 3,387 (1,664 ) 1,723 Total intangible assets $ 3,781 $ (2,113 ) $ 1,668 $ 6,801 $ (1,664 ) $ 5,137 The Company performs an annual assessment of goodwill during the second quarter. Since the acquisition of EBGL in 2016 , EBGL’s operating results have lagged behind management’s expectations. Rising lumber costs and other factors have resulted in lower-than-expected gross profit margins and net losses. We completed our annual goodwill impairment assessment as of June 30, 2017 and determined that the carrying value of the EBGL goodwill exceeded the estimated fair value by $3.0 million at that date. Accordingly, a goodwill impairment charge of approximately $3.0 million was recorded in the quarter ended June 30, 2017 . We completed a goodwill impairment assessment as of September 30, 2016 and determined that the carrying value of the KBS goodwill exceeded the fair value by $1.7 million at that date. Since the acquisition of KBS in 2014, KBS’s operating results had lagged behind management’s expectations. Despite the implementation of its strategic plans for change at KBS, which had begun to materialize in KBS’s overall operating results, KBS continued to underperform our projected levels of net revenue and net income. Accordingly, we recorded a goodwill impairment charge of approximately $1.7 million in 2016. Amortization expense amounted to approximately $79.0 thousand and $0.4 million for the three and nine months ended September 30, 2017 , and approximately $51.0 thousand and $0.2 million for the three and nine months ended September 30, 2016 , respectively. Estimated amortization of purchased intangible assets over the next five years is as follows (in thousands): 2017 (three months) $ 79 2018 315 2019 315 2020 315 2021 164 Thereafter 86 Total $ 1,274 |
UNCOMPLETED CONSTRUCTION CONTRA
UNCOMPLETED CONSTRUCTION CONTRACTS | 9 Months Ended |
Sep. 30, 2017 | |
Contractors [Abstract] | |
UNCOMPLETED CONSTRUCTION CONTRACTS | UNCOMPLETED CONSTRUCTION CONTRACTS The status of uncompleted construction contracts is as follows (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Costs incurred on uncompleted contracts $ 8,169 $ 6,575 Inventory purchased for specific contracts 927 837 Estimated profit 1,022 1,150 Subtotal 10,118 8,562 Less billings to date (9,798 ) (8,169 ) Total $ 320 $ 393 Included in the following balance sheet captions: Costs and estimated profit in excess of billings $ 925 $ 1,045 Billings in excess of costs and estimated profit (605 ) (652 ) Total $ 320 $ 393 The Company had approximately $10.9 million of work under contract remaining to be recognized at September 30, 2017 . |
ACCOUNTS PAYABLE RETAINAGE
ACCOUNTS PAYABLE RETAINAGE | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Payable Retainage | |
ACCOUNTS PAYABLE RETAINAGE | ACCOUNTS PAYABLE RETAINAGE Accounts payable of approximately $4.8 million at September 30, 2017 , included retainage amounts due to subcontractors of approximately $0.1 million . Accounts payable of approximately $3.8 million at December 31, 2016 included retainage amounts due to subcontractors totaling approximately $0.4 million . Retainage balances at September 30, 2017 are expected to be settled within the next 12 months . |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES Other accrued liabilities are comprised of the following (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Accrued sales taxes $ 1,347 $ 739 Accrued sales rebates 334 327 Accrued health insurance costs 208 96 Accrued warranty 53 49 Accrued interest expense 25 637 Other 20 416 Total other accrued liabilities $ 1,987 $ 2,264 Changes in accrued warranty are summarized below (in thousands): Nine Months Ended September 30, 2017 2016 (unaudited) Accrual balance, beginning of period $ 49 $ 39 Accruals for warranties 71 37 Settlements made (67 ) (29 ) Accrual balance, end of period $ 53 $ 47 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE As of September 30, 2017 , we had outstanding revolving lines of credit of approximately $5.7 million . Our notes payable primarily included (i) $3.5 million principal outstanding on KBS’s $4.0 million revolving credit facility under the KBS Loan Agreement and (ii) $2.2 million principal outstanding on EBGL’s $3.0 million revolving credit facility under the Premier Loan Agreement, net of an immaterial amount of unamortized financing fees. KBS Loan Agreement The KBS Loan Agreement provides KBS with a revolving line of credit with borrowing availability of up to $4.0 million . Availability under the line of credit is based on a formula tied to KBS’s eligible accounts receivable, inventory, real estate and other collateral. The KBS Loan Agreement was scheduled to expire on February 22, 2018 , but, under the terms of the agreement, was extended automatically for an additional one -year period ending on February 22, 2019 . Under the terms of the agreement, the KBS Loan Agreement was extended automatically for an additional one-year period ending on February 22, 2020. The KBS Loan Agreement will extend again automatically for an additional one -year period unless a party provides prior written notice of termination. Upon the final expiration of the term of the KBS Loan Agreement, the outstanding principal balance is payable in full. Borrowings bear interest at the prime rate plus 2.75% , with interest payable monthly. The KBS Loan Agreement also provides for certain fees payable to Gerber Finance during its term, including a 1.5% annual facilities fee and a 0.10% monthly collateral monitoring fee. KBS’s obligations under the KBS Loan Agreement are secured by all of its property and assets and are guaranteed by ATRM. Unsecured promissory notes issued by KBS and ATRM are subordinate to KBS’s obligations under the KBS Loan Agreement. The KBS Loan Agreement contains representations, warranties, affirmative and negative covenants, events of default and other provisions customary for financings of this type. Financial covenants require that KBS maintain a maximum leverage ratio (as defined in the KBS Loan Agreement) and KBS not incur a net annual post-tax loss in any fiscal year during the term of the KBS Loan Agreement. At September 30, 2017 , approximately $3.5 million was outstanding under the KBS Loan Agreement, which, after offset of an immaterial amount of unamortized deferred financing costs, is presented at a net amount of approximately $3.5 million on the Condensed Consolidated Balance Sheet. On June 30, 2017 , the parties to the KBS Loan Agreement entered into a Second Agreement of Amendment to Loan and Security Agreement to amend the Acquisition Loan Agreement to waive certain covenants and to make certain amendments in connection with the termination of the EBGL Loan Agreement and refinancing under the Premier Loan Agreement. On June 30, 2017, the parties to the KBS Loan Agreement entered into a Third Agreement of Amendment to Loan and Security Agreement providing for increased availability under the KBS Loan Agreement to KBS under certain circumstances, and certain other changes, as well as a waiver of certain covenants. On July 20, 2017, the parties to the KBS Loan Agreement entered into a Fourth Agreement of Amendment to Loan and Security Agreement providing for increased availability under the KBS Loan Agreement to KBS for new equipment additions, as well as a waiver for certain covenants. On September 29, 2017, the parties to the KBS Loan Agreement entered into a Fifth Agreement of Amendment to Loan and Security Agreement and the parties to the Acquisition Loan Agreement entered into a Third Agreement of Amendment to Loan and Security Agreement in conjunction with the Exchange with LSVI and LSV Co-Invest (see discussion below). As of December 31, 2017 and 2018, KBS was not in compliance with the financial covenants requiring no net annual post-tax loss for KBS or the minimum leverage ratio covenant as of these test dates. Additionally, KBS was not in compliance with the requirement to deliver the Company's fiscal year-end financial statements reviewed by an independent certified accounting firm acceptable to Gerber Finance within 105 days from the fiscal year ended December 31, 2017. The occurrence of any event of default under the KBS Loan Agreement may result in KBS’s obligations under the KBS Loan Agreement becoming immediately due and payable. In April 2019, we obtained a waiver from Gerber Finance for these events. While the Company currently projects that it will be in compliance with the covenant requiring no net annual post-tax loss for KBS, the Company projects that it will continue to not be in compliance with the minimum leverage ratio covenant. If the Company fails to comply with any financial covenants under our loan agreements with Gerber Finance going forward, Gerber Finance may demand the repayment of the credit facilities amount outstanding and any unpaid interest thereon. EBGL Line of Credit On October 4, 2016, concurrently with the EBGL Acquisition, the Company entered the EBGL Loan Agreement providing EBGL with a revolving working capital line of credit of up to $3.0 million . Availability under the EBGL Loan Agreement was based on a formula tied to the borrowers’ eligible accounts receivable, inventory and equipment. The initial term of the EBGL Loan Agreement was set to expire on October 3, 2018, but extended automatically for additional one-year periods unless a party provided prior written notice of termination. Borrowings bear interest at the prime rate plus 2.75% , with interest payable monthly and the outstanding principal balance was payable upon the expiration of the term of the EBGL Loan Agreement. Initially, availability under the EBGL Loan Agreement was limited to $1.0 million , which amount could be increased to up to $3.0 million in increments of $0.5 million upon the request of the borrowers and in the discretion of Gerber Finance. Obligations under the EBGL Loan Agreement were secured by all of the borrowers’ assets and were guaranteed by the Company and its other subsidiaries. The EBGL Loan Agreement contained representations, warranties, affirmative and negative covenants, events of default and other provisions customary for financings of this type. Financial covenants required that EBGL maintained a minimum tangible net worth and a minimum debt service coverage ratio. The Company refinanced the EBGL Loan Agreement through a new $3.0 million revolving working capital line of credit with Premier Bank on June 30, 2017. On June 30, 2017 , EBGL entered into the Premier Loan Agreement with Premier providing EBGL with a working capital line of credit of up to $3.0 million . The Premier Loan Agreement replaced the EBGL Loan Agreement with Gerber Finance, which was terminated on the same date. Availability under the Premier Loan Agreement is based on a formula tied to EBGL’s eligible accounts receivable, inventory and equipment, and borrowings bear interest at the prime rate plus 1.50% , with interest payable monthly and the outstanding principal balance payable upon expiration of the term of the Premier Loan Agreement. The Premier Loan Agreement also provides for certain fees payable to Premier during its term. The initial term of the Premier Loan Agreement was scheduled to expire on June 30, 2018 , but was extended by Premier until February 1, 2019 . In February 2019, the Premier Loan Agreement was extended further by Premier until August 1, 2019. The Premier Loan Agreement may be further extended from time to time at our request, subject to approval by Premier. EBGL’s obligations under the Premier Loan Agreement are secured by all of their inventory, equipment, accounts and other intangibles, fixtures and all proceeds of the foregoing. The Premier Loan Agreement contains representations, warranties, affirmative and negative covenants, events of default and other provisions customary for financings of this type. The occurrence of any event of default under the Premier Loan Agreement may result in the obligations of EBGL becoming immediately due and payable. As a condition to closing the Premier Loan Agreement, each of the Company and Jeffrey E. Eberwein, Chairman of the Board, executed a guaranty, dated as of the same date, in favor of Premier, absolutely and unconditionally guaranteeing all of EBGL’s obligations under the Premier Loan Agreement. In connection with EBGL’s entry into the Premier Loan Agreement, and on the same date, EBGL repaid in full all of their obligations under and terminated the EBGL Loan Agreement. Pursuant to the termination of the EBGL Loan Agreement, all obligations of the Company in favor of Gerber Finance in connection with the EBGL Loan Agreement were extinguished. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt is comprised of the following (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Promissory note payable to Gerber Finance, secured, interest at the current prime rate plus 3.0% payable monthly with any unpaid principal and interest due on December 31, 2018 (automatically extended to December 31, 2019 as neither party elected to terminate) $ 3,000 $ 3,000 Amended deferred payments to EBGL Sellers, inclusive of interest (imputed at 15.14%), monthly payments of $100,000 beginning on August 1, 2017 through November 1, 2018; amount paid in full in November 2018 1,292 — Software installment payment agreement, unsecured, interest at 8.0% per annum, payable in monthly installments of $1,199 through September 2020 37 46 Revolving equipment credit line, unsecured 13 — Note payable, secured by equipment, interest at 5.0% per annum, payable in monthly installments of $2,253 through October 2017; paid in full in October 2018 5 22 Promissory note payable to LSVI, a related party, unsecured, interest of 10% per annum (12% per annum PIK Interest) payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (these notes, plus accrued interest, were exchanged for Series B Stock on September 29, 2017) — 4,261 Promissory notes payable to LSV Co-Invest I, a related party, unsecured, interest of 10% per annum (12% per annum PIK Interest) payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (these notes, plus accrued interest, were exchanged for Series B Stock on September 29, 2017) — 6,773 Promissory note payable to KBS Sellers, unsecured, interest imputed at 9.5%, payable in monthly installments of $100,000 (principal and interest) through July 2017; paid in full in July 2017 — 678 Deferred payments to EBGL Sellers, secured, interest imputed at 10.0%, quarterly payments of principal and interest of $250,000 beginning April 1, 2017 through October 1, 2017; the Company amended the terms of the deferred payments to EBGL Sellers on June 30, 2017 — 964 EBGL capital lease, computer equipment 51 — Total long-term debt 4,398 15,744 Current portion (1,129 ) (1,675 ) Noncurrent portion $ 3,269 $ 14,069 Under the terms of the amended LSVI and LSV Co-Invest I promissory notes, the Company, at its sole option, may elect to make any interest payment in PIK Interest at an effective rate of 12% per annum (versus the 10% interest rate applied to cash payments) for that period. The Company elected to make the PIK Interest option for its interest payments in 2016 and recorded approximately $1.1 million of PIK Interest as part of the principal balance of the LSVI and LSV Co-Invest I promissory notes at December 31, 2016 . An additional $0.6 million of PIK Interest was added to the principal balance of the LSVI and LSV Co-Invest I promissory notes as of June 30, 2017 . On March 31, 2017 , ATRM entered into a Securities Purchase Agreement with LSV Co-Invest I. Pursuant to this agreement, LSV Co-Invest I purchased for $0.5 million in cash, an unsecured promissory note dated March 31, 2017 , made by ATRM in the principal amount of $0.5 million . The note bears interest at 10.0% per annum, with interest payable semiannually in January and July ; provided, however, LSV Co-Invest I may elect to receive any PIK Interest at an annual rate of 12.0% , so long as any such interest payment is made either (x) entirely in PIK Interest or (y) 50% cash and 50% PIK Interest. Except for the principal amount and the PIK Interest feature, the terms of this promissory note are identical to the terms of the previous LSVI and LSV Co-Invest I promissory notes. On September 29, 2017 , the Company, LSVI, and LSV Co-Invest I entered into an exchange agreement whereby the outstanding LSVI and LSV Co-Invest I promissory notes, along with accrued interest, were exchanged for 132,548 shares of the Company’s 10.0% Series B Cumulative Preferred Stock ("Series B Stock"). Subsequently, in 2018 , the Company issued new promissory notes to LSV Co-Invest I in the total principal amount of $1.4 million . See further discussion in Note 16 . The Company is party to a Registration Rights Agreement with LSVI, providing LSVI with certain demand and piggyback registration rights, effective at any time after July 30, 2014 , with respect to the 107,297 shares of our common stock issued upon the conversion of a convertible promissory note held by LSVI in 2014 . As of September 30, 2017 , LSVI owned 1,067,885 shares of our common stock, or approximately 45.1% of our outstanding shares, including 900,000 shares purchased in a common stock rights offering we completed in September 2015 . Jeffrey E. Eberwein, ATRM’s Chairman of the Board, is the manager of LSVGP, the general partner of LSVI and LSV Co-Invest I, and the sole member of LSVM, the investment manager of LSVI. ATRM’s entry into the securities purchase agreements with LSVI and LSV Co-Invest I was approved by a Special Committee of our Board consisting solely of independent directors. On June 30, 2017, the Company entered into a Second Agreement of Amendment to Loan and Security Agreement to amend the Acquisition Loan Agreement to waive certain covenants and to make certain amendments in connection with the termination of the EBGL Loan Agreement and refinancing under the Premier Loan Agreement. Amended Asset Purchase Agreement On June 30, 2017 , the Company and the EBGL Sellers agreed to amend the Asset Purchase Agreement, dated as of October 4, 2016 (as amended, the “EBGL Asset Purchase Agreement”). Under the terms of this amendment, EBGL’s obligations to pay certain deferred payments to the EBGL Sellers ( $0.75 million ) and the contingent earn-out payment (carrying value of $0.89 million ) were replaced with set monthly payments totaling $1.8 million , payable with an initial $0.2 million payment on or about July 3, 2017 and 2016 monthly installments of $0.1 million beginning August 1, 2017 and ending on November 1, 2018 . The initial $0.2 million payment was made on June 30, 2017 . The restructured obligation was accounted for as a modification of the original obligations. Accordingly, the carrying value at June 30, 2017 of the remaining obligations under the amended agreement (totaling $1.6 million , comprised of the remaining 16 monthly installments of $0.1 million per month, after the initial payment of $0.2 million was made on June 30, 2017 ) is equivalent to the total carrying value of the original obligations totaling $1.44 million at June 30, 2017 , immediately prior to the amendment. This represents the estimated fair value of the amended obligation to the EBGL Sellers (future cash flows discounted using a rate of 15.14% ). The Company has subsequently made all remaining payments with the final payment made in November 2018 in full satisfaction of the obligations to the EBGL Sellers. Preferred Stock Exchange On September 29, 2017 , the Company, LSVI and LSV Co-Invest I entered into an Exchange Agreement, dated as of the same date (the “Exchange Agreement”), pursuant to which the Company issued to LSVI and LSV Co-Invest I a total of 132,548 shares of a new class of 10.00% Series B Stock, par value $0.001 per share, of the Company in exchange for the return and cancellation of all of the unsecured promissory notes of the Company (the “Notes”) held by LSVI and LSV Co-Invest I (the “Exchange”). The Notes had an aggregate of $13.3 million unpaid principal and accrued and unpaid interest outstanding at the time of their cancellation (see Note 16 for additional information). On September 29, 2017 , in connection with the Exchange, the Company entered into a Registration Rights Agreement, dated as of the same date (the “Registration Rights Agreement”), with LSVI and LSV Co-Invest I. The Registration Rights Agreement provides that at any time after October 15, 2018 , upon the written request of the holders of at least 66 2/3% of the shares of Series B Stock issued in the Exchange that qualify as registrable securities as defined therein, the Company will prepare and file with the SEC a registration statement covering the resale of those shares by their holders. No request has been made to date. At the time of the Exchange, LSVI also owned 1,067,885 shares of the Company’s common stock, or approximately 45% of the shares outstanding. Additionally, 10,000 shares of the Company’s common stock were held in an account managed by LSVM, an affiliate of LSVI and LSV Co-Invest I. Jeffrey E. Eberwein, Chairman of the Board, is the manager of LSVGP, the general partner of LSVI and LSV Co-Invest I, and the sole member of LSVM, the investment manager of LSVI, and therefore may be deemed to beneficially own the securities owned by LSVI and the securities held in the account managed by LSVM. The terms of the Exchange and the Series B Stock were negotiated and approved by a special committee of the Board consisting solely of disinterested and independent directors. On September 29, 2017 , in connection with the Exchange, the Company entered into amendments to its two Loan and Security Agreements (as amended, the “Loan Agreements”) with Gerber Finance to permit the Exchange and the Company’s payment of in-kind dividends on the Series B Stock, by the issuance of additional shares of Series B Stock, in accordance with the terms of the Series B Stock (as described below). Under the Loan Agreements, the Company is not permitted to pay cash dividends on the Series B Stock without the consent of Gerber Finance. Additionally, in connection with the Exchange, the subordination agreements by and among the Company, LSVI, LSV Co-Invest I and Gerber Finance, providing for the subordination of the Company’s obligations under the Notes to its obligations to Gerber Finance, were terminated. |
STOCK INCENTIVE PLAN AND SHARE-
STOCK INCENTIVE PLAN AND SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK INCENTIVE PLAN AND SHARE-BASED COMPENSATION | STOCK INCENTIVE PLAN AND SHARE-BASED COMPENSATION ATRM uses the fair value method to measure and recognize share-based compensation. We determine the fair value of stock options on the grant date using the Black-Scholes option valuation model. We determine the fair value of restricted stock awards based on the quoted market price of our common stock on the grant date. We recognize the compensation expense for stock options and restricted stock awards on a straight-line basis over the vesting period of the applicable awards. 2014 Incentive Plan The Company has a stock incentive plan that was approved by the Board and became effective on December 4, 2014 (the “2014 Plan”) upon approval by shareholders. The 2014 Plan is administered by the Compensation Committee of the Board. The purpose of the 2014 Plan is to provide employees, consultants and Board members the opportunity to acquire an equity interest in the Company through the issuance of various stock-based awards such as stock options and restricted stock. Under the 2014 Plan, prior to January 1, 2016 , 60,000 restricted shares of the Company’s common stock were granted to its directors and its then Chief Financial Officer. The shares vested one year after the grant date and the fair value of the awards was determined to be $4.48 per share, the closing price of our common stock on the grant date. Compensation expense related to these grants amounted to approximately $0.0 million and $0.1 million for the three and nine months ended September 30, 2016 and is included in the caption “Selling, general and administrative expenses” in our Condensed Consolidated Statement of Operations. On October 19, 2016 , ATRM granted 30,000 restricted shares of the Company’s common stock to its Chief Executive Officer, Chief Financial Officer and former Chief Financial Officer ( 10,000 shares each). The shares vest one year after the grant date and the fair value of the awards was determined to be $2.25 per share, the closing price of our common stock on the grant date. Compensation expense related to these grants amounted to approximately $16.9 thousand and $50.6 thousand for the three and nine months ended September 30, 2017 , and is included in the caption “Selling, general and administrative expenses” in our Condensed Consolidated Statement of Operations. The remaining compensation expense of approximately $3.2 thousand will be recognized on a straight-line basis through October 19, 2017 , subject to forfeitures. 2003 Stock Incentive Plan A stock incentive plan approved by our shareholders and adopted in May 2003 (the “2003 Plan”) terminated in February 2013. Stock options granted under the 2003 Plan continue to be exercisable according to their individual terms. The following table summarizes stock option activity under the 2003 Plan for the nine months ended September 30, 2017 : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2017 27,500 $ 6.88 Options expired (16,200 ) $ 7.75 Outstanding, September 30, 2017 11,300 $ 5.64 0.11 years $ — Exercisable, September 30, 2017 11,300 $ 5.64 0.11 years $ — All stock options outstanding at September 30, 2017 , are nonqualified options which expire at varying dates through November 2017 . The aggregate intrinsic values in the table above are zero because the option exercise prices for all outstanding options exceeded ATRM’s closing stock price on September 30, 2017 . |
EQUITY (Notes)
EQUITY (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
EQUITY | EQUITY On September 29, 2017, the Company filed with the Secretary of State of the State of Minnesota a Statement of Designation of the Series B Stock (the “Statement of Designation”) creating the Series B Stock. The Statement of Designation authorizes the issuance of 160,000 shares of Series B Stock, having a par value of $0.001 per share and a stated value of $100.00 per share (subject to adjustment). Holders of Series B Stock are entitled to receive, when, as and if declared by the Board, cumulative preferential dividends, payable quarterly in cash at a rate per annum equal to 10.0% multiplied by the stated value; provided that the Company may pay dividends in-kind through the issuance of additional shares of Series B Stock at a rate per annum equal to 12.0% multiplied by the stated value, at the sole option of the Company, for up to four quarterly dividend periods in any consecutive 36-month period (determined on a rolling basis). In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, before any payment or distribution to holders of junior shares, holders of Series B Stock will be entitled to receive an amount of cash per share of Series B Stock equal to the stated value plus all accumulated accrued and unpaid dividends thereon (whether or not earned or declared). As of September 30, 2017, there were 160,000 authorized and 132,548 shares of Series B Stock issued and outstanding. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We record the benefit we will derive in future accounting periods from tax losses and credits and deductible temporary differences as “deferred tax assets.” We record a valuation allowance to reduce the carrying value of our net deferred tax assets if, based on all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Since 2009, we have maintained a valuation allowance to fully reserve our deferred tax assets. We recorded a full valuation allowance in 2009 because we determined there was not sufficient positive evidence regarding our potential for future profits to outweigh the negative evidence of our three-year cumulative loss position at that time. We expect to continue to maintain a full valuation allowance until we determine that we can sustain a level of profitability that demonstrates our ability to realize these assets. To the extent we determine that the realization of some or all of these benefits is more likely than not based upon expected future taxable income, a portion or all of the valuation allowance will be reversed. Such a reversal would be recorded as an income tax benefit and, for some portion related to deductions for stock option exercises, an increase in shareholders’ equity. At September 30, 2017 , we have recorded a deferred tax liability of $26.4 thousand for the taxable differences related to our indefinite-lived intangible assets when calculating our valuation allowance due to the unpredictability of the reversal of these differences. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | LEGAL PROCEEDINGS The Company is and may become involved in various lawsuits as well as other certain legal proceedings that arise in the ordinary course of business. Information regarding certain material proceedings is provided below. UTHE Technology Corporation v. Aetrium Incorporated Since December 1993, an action brought by UTHE Technology Corporation (“UTHE”) against ATRM and its then sales manager for Southeast Asia (“Sales Manager”), asserting federal securities claims, a RICO claim, and certain state law claims, had been stayed in the United States District Court for the Northern District of California. UTHE’s claims were based on its allegations that four former employees of a Singapore company, which UTHE formerly owned, conspired to and did divert business from the subsidiary, and directed that business to themselves and a secret company they had formed, which forced UTHE to sell its subsidiary shares to the former employee defendants at a distressed price. The complaint alleged that ATRM and the Sales Manager participated in the conspiracy carried out by the former employee defendants. In December 1993, the case was dismissed as to the former employee defendants because of a contract requiring UTHE and them to arbitrate their claims in Singapore. The district court stayed the case against ATRM and the Sales Manager pending the resolution of arbitration in Singapore involving UTHE and three of the former employee defendants, but not involving ATRM or the Sales Manager. ATRM received notice in March 2012 that awards were made in the Singapore arbitration against one or more of the former employee defendants who were parties to the arbitration. In June 2012, UTHE filed a motion to reopen the case against ATRM and the Sales Manager and to lift the stay, which the court granted. On September 13, 2013, the court entered final judgment dismissing all remaining claims UTHE asserted against ATRM in the litigation. On September 23, 2013, UTHE appealed the district court judgment to the United States Court of Appeal for the Ninth Circuit only as to the dismissal of UTHE’s RICO claim. The appeal was argued in a court hearing on November 19, 2015. On December 11, 2015, the court of appeal issued an order reversing the district court’s grant of summary judgment of UTHE’s RICO claim and remanded the case back to the district court for further proceedings. On July 14, 2016, ATRM filed a motion for summary judgment in the district court seeking dismissal of the sole remaining RICO claim. On August 26, 2016, the district court granted ATRM’s motion for summary judgment and dismissed the case. On September 19, 2016, UTHE filed its appeal to the Ninth Circuit of the district court’s grant of summary judgment and dismissal. The parties completed the appellate briefing on February 13, 2017. Oral arguments were held by the appellate court on February 14, 2018. On July 2, 2018, the Ninth District Court of Appeals rendered its decision affirming the District Court’s opinion and upheld the dismissal of the case against ATRM. UTHE did not appeal that decision to the Supreme Court of the United States by the October 1, 2018 deadline. As such, this Ninth Circuit affirmance of the case dismissal stands, and the lawsuit has been successfully and completely defeated by the Company. KBE Building Corporation v. KBS Builders, Inc., and ATRM Holdings, Inc., et. al. At the time of the KBS acquisition in April 2014, KBS purchased receivables for a construction project known as the Nelton Court Housing Project (“Nelton Court”) in Hartford, CT, and also performed certain “punch-list” and warranty work. Modular units for Nelton Court were supplied by KBS Building Systems, Inc. (“KBS-BSI”) pursuant to a contract with KBE Building Corporation (“KBE”). KBE has asserted claims against KBS-BSI, KBS and ATRM arising out of alleged delays, and for the repair of certain alleged defects in the modular units supplied to the project. KBE’s claim seeks an unspecified amount of damages. The action has been transferred to the complex litigation docket of the Hartford Superior Court. On December 18, 2017, KBS was notified that a global settlement had been reached between all defendants and the plaintiff. Under the settlement, the Company’s insurance carriers have agreed to pay $300,000 to the plaintiff in full settlement on KBS’s behalf. KBS paid a $10,000 deductible to its insurance carriers for this claim. From time to time, in the ordinary course of ATRM’s business, it is party to various other disputes, claims and legal proceedings. In the opinion of management, based on information available at this time, such disputes, claims and proceedings will not have a material effect on ATRM’s consolidated financial statements. |
OPERATING SEGMENTS
OPERATING SEGMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | OPERATING SEGMENTS Prior to the EBGL Acquisition in October 2016 , the Company’s operating results reflected the operating results of KBS, along with certain corporate overhead and corporate borrowing activity. Since the EBGL Acquisition, the Company manages and organizes its business in two distinct reportable segments: (i) modular building manufacturing and (ii) structural wall panel and wood foundation manufacturing, including building supply retail operations. The modular building manufacturing segment, through KBS, manufactures modular buildings for both single-family residential homes and larger, commercial building projects. The structural wall panel and wood foundation manufacturing segment (which also includes the building supply retail operations) manufactures structural wall panels for both residential and commercial projects as well as permanent wood foundation systems for residential homes, through the EdgeBuilder subsidiary, in addition to operating a local building supply retail operation, through the Glenbrook subsidiary. The Company also has corporate level activities and expenditures which are not considered a reportable segment. Each segments’ accounting policies are the same as those described in the summary of significant accounting policies, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . There are no intersegment sales. The Company’s reportable business segments are strategic business units that offer different products and services. Each segment is managed separately because they have different manufacturing processes and market to different customer bases, in geographically different markets. The following table presents certain financial information regarding each reportable segment as of and for the three and nine months ended September 30, 2017 (in thousands): Three Months Ended September 30, 2017 Modular Home Manufacturing Structural Wall Panel Manufacturing Total Segment net sales $ 6,045 $ 4,201 $ 10,246 Depreciation and amortization expense 128 50 178 Interest expense, net 99 132 231 Segment net loss (816 ) (405 ) (1,221 ) Total segment assets 7,657 4,795 12,452 Expenditures for segment assets 286 11 297 Nine Months Ended September 30, 2017 Modular Home Manufacturing Structural Wall Panel Manufacturing Total Segment net sales $ 17,935 $ 12,538 $ 30,473 Depreciation and amortization expense 375 351 726 Interest expense, net 278 644 922 Segment net loss (1,121 ) (4,147 ) (5,268 ) Total segment assets 7,657 4,795 12,452 Expenditures for segment assets 315 88 403 Reconciliation of Segment Information (in thousands) Revenues Three Months Ended Nine Months Ended Total net sales for reportable segments $ 10,246 $ 30,473 Consolidated net sales $ 10,246 $ 30,473 Net loss Total net loss for reportable segments $ (1,221 ) $ (5,268 ) Unallocated amounts: Other corporate expenses (308 ) (1,324 ) Interest expense (390 ) (1,108 ) Change in fair value of contingent earn-out receivable 4 358 Provision for income taxes (2 ) (10 ) Consolidated net loss $ (1,917 ) $ (7,352 ) Assets September 30, 2017 Total assets for reportable segments $ 12,452 Other assets 1,013 Consolidated assets $ 13,465 Other Significant Adjustments Segment Totals Adjustments Consolidated Totals Depreciation and amortization expense $ 726 $ — $ 726 Interest expense $ 922 $ 1,108 $ 2,030 The adjustment to interest expense is the amount of interest incurred by the Company at the parent level, but not allocated to the operating segments. The other adjustments reflect amounts incurred at the parent not allocated to the operating segments. None of the other adjustments are considered significant. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Amendments to Gerber Finance Loan Agreements On December 22, 2017 , the parties to the KBS Loan Agreement entered into a Sixth Agreement of Amendment to Loan and Security Agreement providing for increased availability under the KBS Loan Agreement to KBS under certain circumstances, and certain other changes. In connection with this amendment to the KBS Loan Agreement, Jeffrey E. Eberwein, a director of the Company, executed a guaranty dated November 20, 2017 in favor of Gerber Finance unconditionally guaranteeing up to $0.5 million of KBS’s obligations under the KBS Loan Agreement arising from certain permitted overadvances. On December 22, 2017 , the Company also entered into a Fourth Agreement of Amendment to Loan and Security Agreement to amend the terms of the Acquisition Loan Agreement to reflect certain changes made to the KBS Loan Agreement. Through a series of correspondence between KBS and Gerber, on or about January 15, 2018 , which the parties to the KBS Loan Agreement deemed to be the Seventh Agreement of Amendment to the Loan and Security Agreement, the parties clarified certain definitions in the KBS Loan Agreement. On October 1, 2018 , the parties to the KBS Loan Agreement entered into an Eighth Agreement of Amendment to the Loan and Security Agreement to extend the availability of up to $0.6 million of overadvances to KBS above the borrowing base in order to provide KBS with additional working capital. The overadvance was scheduled to be paid down by $75.0 thousand per week beginning January 4, 2019 in order to be fully repaid on or before February 23, 2019 to coincide with the expiration date of the line of credit. As the line was automatically renewed through February 23, 2020 , Gerber has subsequently agreed to begin the scheduled pay down of $75.0 thousand per week to begin on February 15, 2019 for eight weeks with final repayment scheduled for April 8, 2019 . The $0.6 million overadvance was paid in full on April 3, 2019. On February 22, 2019, the Company entered into a Ninth Agreement of Amendment to Loan and Security Agreement (the “Ninth KBS Loan Amendment”) to amend the terms of the KBS Loan Agreement to extend the availability of up to $0.6 million of overadvances through no later than May 3, 2019 in order to provide KBS with additional working capital. The overadvance was paid in full on April 3, 2019. On April 1, 2019, the Company entered into a Tenth Agreement of Amendment to Loan and Security Agreement (the “Tenth KBS Loan Amendment”) to amend the terms of the KBS Loan Agreement, and a Fifth Agreement of Amendment to Loan and Security Agreement (the “Fifth EBGL Loan Amendment”) to amend the terms of the Loan and Security Agreement, dated as of October 4, 2016 (as amended, the “EBGL Acquisition Loan Agreement”), by and among the Company, KBS, Edgebuilder, Inc., Glenbrook Building Supply, Inc., and Gerber Finance, providing financing for the Company’s acquisition of its EBGL business. The Tenth KBS Loan Amendment and the Fifth EBGL Loan Amendment amended the terms of the KBS Loan Agreement and the EBGL Acquisition Loan Agreement, respectively, to permit the Company’s acquisition of LSVM and to clarify the parties’ rights and duties in connection therewith, among other things. In connection with each of the Ninth KBS Loan Amendment and the Tenth KBS Loan Amendment, Mr. Eberwein executed a reaffirmation of guaranty in favor of Gerber Finance relating to his unconditional guaranty of $0.6 million of KBS’s obligations under the KBS Loan Agreement arising from the $0.6 million of overadvances permitted under the Ninth KBS Loan Amendment. Charter Amendments At the Company’s 2017 Annual Meeting of Shareholders held on December 4, 2017 , shareholders approved amendments to its Amended and Restated Articles of Incorporation (the “Existing Charter”) to: (i) increase the number of authorized shares of the Company’s capital stock from 3,200,000 to 10,000,000 , and make corresponding changes to the number of authorized shares of the Company’s common stock and preferred stock; (ii) effect a 4-for-1 forward stock split of the Series B Stock; and (iii) effect an extension to December 5, 2020 of the provisions of the Existing Charter designed to protect the tax benefits of the Company’s net operating loss carryforwards by generally restricting any direct or indirect transfers of the Company’s common stock that increase the direct or indirect ownership of the Company’s common stock by any Person (as defined in the Existing Charter) from less than 4.99% to 4.99% or more of the Company’s common stock, or increase the percentage of the Company’s common stock owned directly or indirectly by a Person owning or deemed to own 4.99% or more of the Company’s common stock (the “Extended Protective Amendment”). On December 4, 2017 , the Company filed Articles of Amendment with the Office of the Secretary of State of the State of Minnesota to effect these amendments. Promissory Notes Sales to LSV Co-Invest I On January 12, 2018 , the Company issued to LSV Co-Invest I an unsecured promissory note in the principal amount of $0.5 million in exchange for the same amount in cash (the “LSV Co-Invest I January Note”). The LSV Co-Invest I January Note was issued pursuant to a securities purchase agreement by and between the Company and LSV Co-Invest I dated as of the same date. The LSV Co-Invest I January Note bears interest at 10.0% per annum, with interest payable semiannually; provided, however, LSV Co-Invest I may elect to receive any interest as PIK Interest at an annual rate of 12.0% , so long as any such interest payment is made either (x) entirely in PIK Interest or (y) 50% cash and 50% PIK Interest . Any unpaid principal and interest under the LSV Co-Invest I January Note is due on January 12, 2020 . The Company may prepay the LSV Co-Invest I January Note at any time after a specified amount of advance notice to LSV Co-Invest I (subject to certain restrictions under the Company’s existing loan agreements). The LSV Co-Invest I January Note provides for customary events of default, the occurrence of any of which may result in the principal and unpaid interest then outstanding becoming immediately due and payable. As of January 12, 2018 , LSVI owned 1,067,885 shares of our common stock, or approximately 45.1% of our outstanding shares, including 900,000 shares purchased in a common stock rights offering we completed in September 2015 . Jeffrey E. Eberwein, ATRM’s Chairman of the Board, is the manager of LSVGP, the general partner of LSVI and LSV Co-Invest I, and the sole member of LSVM, the investment manager of LSVI. ATRM’s entry into the securities purchase agreement with LSV Co-Invest I was approved by a Special Committee of our Board consisting solely of independent directors. On June 1, 2018 , the Company issued to LSV Co-Invest I an additional unsecured promissory note in the principal amount of $0.9 million in exchange for the same amount in cash (the “LSV Co-Invest I June Note”). The LSV Co-Invest I June Note was issued pursuant to a securities purchase agreement by and between the Company and LSV Co-Invest I dated as of the same date. The LSV Co-Invest I June Note bears interest at 10.0% per annum, with interest payable semiannually; provided, however, LSV Co-Invest I may elect to receive any interest payment entirely in-kind at an annual rate of 12.0% . Any unpaid principal and interest under the LSV Co-Invest I June Note is due on June 1, 2020 . The Company may prepay the LSV Co-Invest I June Note at any time after a specified amount of advance notice to LSV Co-Invest I (subject to certain restrictions under the Company’s existing loan agreements). The LSV Co-Invest I June Note provides for customary events of default, the occurrence of any of which may result in the principal and unpaid interest then outstanding becoming immediately due and payable. As of June 1, 2018 , LSV Co-Invest I held 353,060 shares of the Company’s 10.00% Series B Stock and the LSV Co-Invest I January Note in the principal amount of $0.5 million . Also, as of June 1, 2018 , LSVI, an affiliate of LSV Co-Invest I, held 209,800 shares of Series B Stock, and LSVGP held 3,005 shares of the Company’s common stock. Additionally, as of June 1, 2018 , 415,012 shares of the Company’s common stock, or approximately 17% of its outstanding shares, were owned directly by Jeffrey E. Eberwein, Chairman of the Company’s Board of Directors. Mr. Eberwein is the manager of LSVGP, the general partner of LSVI and LSV Co-Invest I, and sole member of Lone Star Value Management, LLC, the investment manager of LSVI. The Company’s sale of the LSV Co-Invest I June Note to LSV Co-Invest I was approved by the independent members of the Company’s Board of Directors. Merger with Digirad Corporation On September 10, 2018 , Digirad announced that its board of directors had approved the conversion of Digirad into a diversified holding company and in conjunction with that new structure, that it would be acquiring the Company. In the transaction, shareholders of the Company will receive consideration consisting of 0.4 shares of Digirad common stock for each share of ATRM common stock, which is the approximate price ratio between the two stocks over the prior year. The issuance of Digirad common stock in connection with the ATRM Acquisition is expected to increase the number of shares of outstanding Digirad common stock by just under 5% . The ATRM Acquisition will be subject to, among other things, ATRM becoming current with its SEC filings and the negotiation and execution of definitive documentation. The final terms of the ATRM Acquisition are subject to change depending on the outcome of the Company’s due diligence investigation and may differ from those reflected in the LOI. The ATRM Acquisition was approved by a special committee of independent directors of the Company. As of September 10, 2018, Jeffrey E. Eberwein, the Chairman of the Company’s Board, owns approximately 17.4% of the outstanding common stock of ATRM. Mr. Eberwein also is the Chairman of the Board of Digirad and beneficially owns 544,152 shares of Digirad's common stock, or approximately 2.7% of the shares outstanding. Mr. Eberwein is also the Chief Executive Officer of Lone Star Value Management, LLC, which is the investment manager of LSVI. LSVI owns 216,094 shares of the Company’s Series B Stock and another 363,651 shares of Series B Stock are owned directly by LSV Co-Invest I. Through these relationships and other relationships with affiliated entities, Mr. Eberwein may be deemed the beneficial owner of the securities owned by LSVI and LSV Co-Invest I. Mr. Eberwein disclaims beneficial ownership of Series B Stock, except to the extent of his pecuniary interest therein. Promissory Note Sale to Digirad On December 14, 2018 , the Company issued to Digirad an unsecured promissory note in the principal amount of $0.3 million in exchange for the same amount in cash (the “Digirad Note”). The Digirad Note bears interest at 10.0% per annum for the first 12 months of its term, and at 12.0% per annum for the remaining 12 months . All unpaid principal and interest under the Digirad Note is due on December 14, 2020 . The Company may prepay the Digirad Note at any time after a specified amount of advance notice to Digirad (subject to certain restrictions under the Company’s existing loan agreements). The Digirad Note provides for customary events of default, the occurrence of any of which may result in the principal and unpaid interest then outstanding becoming immediately due and payable. Promissory Note Sale to Lone Star Value Management, LLC On December 17, 2018 , the Company issued to LSVM an unsecured promissory note in the principal amount of $0.3 million in exchange for the same amount in cash (the “LSVM Note”). The LSVM Note was issued pursuant to a securities purchase agreement by and between the Company and LSVM dated as of the same date. The LSVM Note bears interest at 10.0% per annum, with interest payable annually; provided, however, LSVM may elect to receive any interest payment entirely in-kind at a rate of 12.0% per annum. Any unpaid principal and interest under the LSVM Note is due on November 30, 2020 . The Company may prepay the LSVM Note at any time after a specified amount of advance notice to LSVM (subject to certain restrictions under the Company’s existing loan agreements). The LSVM Note provides for customary events of default, the occurrence of any of which may result in the principal and unpaid interest then outstanding becoming immediately due and payable. Jeffrey E. Eberwein, the Chairman of the Company’s Board, owns approximately 17.4% of the outstanding common stock of ATRM. Mr. Eberwein is also the Chief Executive Officer and the sole member of LSVM, which is the investment manager of LSVI. Mr. Eberwein is also the manager of LSVGP, the general partner of LSVI and LSV Co-Invest I. As of December 17, 2018, LSVI owns 216,094 shares of the Company’s 10.00% Series B Stock, LSVGP held 3,005 shares of the Company’s common stock, and another 363,651 shares of Series B Stock are owned directly by LSV Co-Invest I. LSV Co-Invest I also holds unsecured promissory notes of the Company in the principal amount totaling $1.4 million . Through these relationships and other relationships with affiliated entities, Mr. Eberwein may be deemed the beneficial owner of the securities owned by LSVI and LSV Co-Invest I. Mr. Eberwein disclaims beneficial ownership of Series B Stock, except to the extent of his pecuniary interest therein. Digirad Joint Venture and Services Agreement On December 14, 2018, the Company entered into a Joint Venture Agreement with Digirad (the "Joint Venture Agreement"), forming Star Procurement, LLC ("Star Procurement"), with each ATRM and Digirad holding a 50% interest. The purpose of the joint venture is for Star Procurement to purchase from third parties and sell building materials and related goods to KBS Builders, Inc., the Company's wholly owned subsidiary. Star Procurement entered into a Services Agreement (the "Services Agreement") on January 2, 2019 with KBS in connection with the joint venture. Digirad's initial capital contribution to the joint venture was $1.0 million . ATRM did not make an initial capital contribution. Acquisition of Lone Star Value Management On April 1, 2019, the Company entered into a Membership Interest Purchase Agreement (the “LSVM Purchase Agreement”) with LSVM and Mr. Eberwein. Pursuant to the terms of the LSVM Purchase Agreement, Mr. Eberwein sold all of the issued and outstanding membership interests of LSVM to the Company (the “LSVM Acquisition”) for a purchase price of $100.00 , subject to a working capital adjustment provision. The LSVM Acquisition closed simultaneously with the execution and delivery of the LSVM Purchase Agreement, and was deemed effective as of January 1, 2019 for accounting purposes, as a result of which LSVM became a wholly-owned subsidiary of ATRM. Pursuant to the LSVM Purchase Agreement, the current assets (as well as the $0.3 million LSVM Note issued by the Company) and current liabilities existing prior to January 1, 2019 remain with Mr. Eberwein. The LSVM Purchase Agreement contains representations, warranties, covenants and indemnification provisions customary for transactions of this type. The Company's entry into the LSVM Purchase Agreement and the LSVM Acquisition were unanimously approved by a special committee of the Board comprised solely of independent directors. KBS-Digirad Sale-Leaseback On April 3, 2019, 947 Waterford Road, LLC (“947 Waterford”) entered into a Purchase and Sale Agreement (the “Waterford Purchase Agreement”) with KBS as seller and ATRM as guarantor, pursuant to which 947 Waterford purchased certain real property and related improvements (including buildings) located in Waterford, Maine (the “Waterford Facility”) from KBS (the “Waterford Transaction”). 947 Waterford is a wholly-owned indirect subsidiary of Digirad, formed for the purpose of acquiring and holding the Waterford Facility. The Waterford Purchase Agreement contains representations, warranties and covenants of KBS and 947 Waterford that are customary for a transaction of this nature. The purchase price of the Waterford Facility is $1.0 million , subject to adjustment for taxes and other charges and assessments. On April 3, 2019, 300 Park Street, LLC (“300 Park”) entered into a Purchase and Sale Agreement (the “Park Purchase Agreement”) with KBS as seller and ATRM as guarantor, pursuant to which 300 Park purchased certain real property and related improvements and personal property (including buildings, machinery and equipment) located in Paris, Maine (the “Park Facility”) from KBS (the “Park Transaction”). 300 Park is a wholly-owned indirect subsidiary of Digirad, formed for the purpose of acquiring and holding the Park Facility. The Park Purchase Agreement contains representations, warranties and covenants of KBS and 300 Park that are customary for a transaction of this nature. The purchase price of the Park Facility is $2.9 million , subject to adjustment for taxes and other charges and assessments. On April 3, 2019, KBS entered into a separate lease agreement with each of 947 Waterford (the “Waterford Lease”), 300 Park (the “Park Lease”) and 56 Mechanic Falls Road, LLC (“56 Mechanic”) (the “Oxford Lease” and, together with the Waterford Lease and Park Lease, the “Leases”). The Waterford Lease has an initial term of 120 months , which is subject to extension. The base rental payments associated with the initial term under the Waterford Lease are estimated to be between $1.2 million and $1.3 million in the aggregate. The Park Lease has an initial term of 120 months , which is subject to extension. The base rental payments associated with the initial term under the Park Lease are estimated to be between $3.3 million and $3.6 million in the aggregate. The Oxford Lease will be effective upon the closing of the sale (the “Oxford Transaction”) of the certain real property and related improvements and personal property owned by RJF - Keiser Real Estate, LLC (“RJF”) (including buildings, fixtures, and other improvements on the land, and all machinery and equipment and other personal property, if any, owned by RJF and located on the property) located in Oxford, Maine. The Oxford Transaction is pursuant to that certain Purchase and Sale Agreement between 56 Mechanic and RJF. The Oxford Lease has an initial term of 120 months , which is subject to extension. The base rental payments associated with the initial term under the Oxford Lease are estimated to be between $1.4 million and $1.6 million in the aggregate. ATRM has unconditionally guaranteed the performance of all obligations under each of the Leases to be performed by KBS, including, without limitation, the payment of all required rent. |
RECENTLY ADOPTED ACCOUNTING P_2
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENT (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENT | In May 2017 , the Financial and Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Under the new guidance, modification accounting is only required if the fair value, vesting conditions or classification (equity or liability) of the new award are different from the original award immediately before the original award is modified. This update is effective for annual and interim financial statement periods beginning after December 15, 2017, with early adoption permitted. The new guidance must be applied prospectively to awards modified on or after the adoption date; consequently the impact will be dependent on whether the Company modifies any of its share-based payment awards and the nature of such modifications. There were no material impacts on the Company’s results based on the adoption of this update. In January 2017 , FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Instead, under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment change for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 201 9. Early adoption is permitted and should be adopted on a prospective basis. The Company has adopted this ASU on a prospective basis in the second quarter of 2017. In November 2015 , the FASB issued ASU No. 2015-17, Income Taxes (Topic 740 ) : Balance Sheet Classification of Deferred Taxes . ASU 2015-17 was issued to simplify the presentation of deferred income taxes. The amendments in this guidance require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016 , and interim periods within those annual periods. As required, ATRM adopted this update effective January 1, 2017 . There were no material impacts on the Company’s results based on the adoption of this update. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” , which requires all inventory to be measured at the lower of cost and net realizable value, except for inventory that is accounted for using the LIFO or the retail inventory method, which will be measured under existing accounting standards. The new guidance must be applied on a prospective basis and was adopted on January 1, 2017 with no material impact on our consolidated financial statements. |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Pro Forma Information | The following unaudited pro forma financial information presents the combined results of ATRM and the EBGL Sellers for the three and nine month periods ended September 30, 2016 as if the EBGL Acquisition had occurred on January 1, 2016 (in thousands, except per share amount): Three Months Nine Months Pro forma net sales $ 9,914 $ 30,308 Pro forma net loss (2,635 ) (4,649 ) Pro forma loss per share – basic and diluted (1.11 ) (1.99 ) |
RESTRICTED CASH (Tables)
RESTRICTED CASH (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same such amounts shown in the condensed consolidated statement of cash flows. September 30, 2017 December 31, 2016 Cash and cash equivalents $ 124 $ 1,247 Restricted cash 380 150 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows $ 504 $ 1,397 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets Measured on Recurring Basis | Financial assets reported at fair value on a recurring basis included the following at September 30, 2017 (in thousands): Level 1 Level 2 Level 3 Contingent earn-out receivable related to the transfer of test handler product line: Current portion $ — $ — $ 404 Noncurrent portion — — 114 Total $ — $ — $ 518 Financial assets reported at fair value on a recurring basis included the following at December 31, 2016 (in thousands): Level 1 Level 2 Level 3 Contingent earn-out receivable related to the transfer of test handler product line: Current portion $ — $ — $ 359 Noncurrent portion — — 202 Total $ — $ — $ 561 Contingent earn-out payable $ — $ — $ (967 ) |
Schedule of Financial Assets Measured on a Nonrecurring basis | Assets reported at fair value on a nonrecurring basis included the following at September 30, 2017 (in thousands): Fair Value (Level 3) Total Gains and (Losses) (1) Goodwill $ — $ (3,020 ) (1) Goodwill with a carrying value of $3.0 million was written down to zero at June 30, 2017. As a result, we recorded an impairment charge of $3.0 million in the nine months ended September 30, 2017 , as described in Note 9. Assets reported at fair value on a nonrecurring basis included the following at December 31, 2016 (in thousands): Fair Value (Level 3) Total Gains and (Losses) (1) Goodwill $ — $ (1,733 ) (1) We recorded a goodwill impairment charge of approximately $1.7 million in year 2016 in connection with the write-off of the remaining goodwill related to the KBS acquisition (see Note 9). |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table summarizes the activity for our Level 3 assets and liabilities measured on a recurring basis (in thousands): Earn-out Receivable (1) Earn-out Payable (2) Balance at December 31, 2016 $ 561 $ (967 ) Add – adjustment based on re-assessments 357 — Add – net decrease based on re-assessments — 76 Subtract – settlements (400 ) — Subtract – amendment (see Note 14) — 891 Balance at September 30, 2017 $ 518 $ — (1) Earn-out receivable related to the transfer of our test handler product line in 2014 . (2) Earn-out payable related to the EBGL Acquisition. |
Summary of Goodwill Measured on a Non-Recurring Basis | The following table summarizes the activity for our Level 3 activity for our goodwill measured on a non-recurring basis (in thousands): EBGL Goodwill Balance at December 31, 2016 $ 3,020 Subtract – goodwill impairment recorded at June 30, 2017 (included in earnings) (3,020 ) Balance at September 30, 2017 $ — |
Schedule of Quantitative Information Level 3 Fair Value Assets and Liabilities | Quantitative information about Level 3 fair value measurements on a recurring basis at September 30, 2017 , is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Earn-out receivable related to transfer of test handler product line Discounted cash flow Total projected revenue (including actual results for periods through December 31, 2018) $9.6 million Performance weighted average 100% Discount rate 2.41% to 2.64% Quantitative information about Level 3 fair value measurements on a nonrecurring basis as of September 30, 2017 , is summarized in the table below: Fair Value Asset Valuation Technique Unobservable Input Amount Goodwill Discounted cash flow Projected annual revenue $17.5 million |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable consists of the following (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Contract billings $ 3,619 $ 2,330 Retainage 250 370 Subtotal 3,869 2,700 Less – allowance for doubtful accounts (6 ) (96 ) Accounts receivable, net $ 3,863 $ 2,604 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following (in thousands): September 30, 2017 December 31, 2016 (unaudited) Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite-lived intangible assets: Goodwill $ — $ — $ — $ 3,020 $ — $ 3,020 Trademarks 394 — 394 394 — 394 Total 394 — 394 3,414 — 3,414 Finite-lived intangible assets: Customer relationships 2,097 (823 ) 1,274 2,097 (586 ) 1,511 Purchased backlog 1,290 (1,290 ) — 1,290 (1,078 ) 212 Total 3,387 (2,113 ) 1,274 3,387 (1,664 ) 1,723 Total intangible assets $ 3,781 $ (2,113 ) $ 1,668 $ 6,801 $ (1,664 ) $ 5,137 |
Schedule of Estimated Amortization of Intangible Assets | Estimated amortization of purchased intangible assets over the next five years is as follows (in thousands): 2017 (three months) $ 79 2018 315 2019 315 2020 315 2021 164 Thereafter 86 Total $ 1,274 |
UNCOMPLETED CONSTRUCTION CONT_2
UNCOMPLETED CONSTRUCTION CONTRACTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Contractors [Abstract] | |
Schedule of Uncompleted Construction Contracts | The status of uncompleted construction contracts is as follows (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Costs incurred on uncompleted contracts $ 8,169 $ 6,575 Inventory purchased for specific contracts 927 837 Estimated profit 1,022 1,150 Subtotal 10,118 8,562 Less billings to date (9,798 ) (8,169 ) Total $ 320 $ 393 Included in the following balance sheet captions: Costs and estimated profit in excess of billings $ 925 $ 1,045 Billings in excess of costs and estimated profit (605 ) (652 ) Total $ 320 $ 393 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities are comprised of the following (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Accrued sales taxes $ 1,347 $ 739 Accrued sales rebates 334 327 Accrued health insurance costs 208 96 Accrued warranty 53 49 Accrued interest expense 25 637 Other 20 416 Total other accrued liabilities $ 1,987 $ 2,264 |
Schedule of Changes in Accrued Warranty | Changes in accrued warranty are summarized below (in thousands): Nine Months Ended September 30, 2017 2016 (unaudited) Accrual balance, beginning of period $ 49 $ 39 Accruals for warranties 71 37 Settlements made (67 ) (29 ) Accrual balance, end of period $ 53 $ 47 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt is comprised of the following (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Promissory note payable to Gerber Finance, secured, interest at the current prime rate plus 3.0% payable monthly with any unpaid principal and interest due on December 31, 2018 (automatically extended to December 31, 2019 as neither party elected to terminate) $ 3,000 $ 3,000 Amended deferred payments to EBGL Sellers, inclusive of interest (imputed at 15.14%), monthly payments of $100,000 beginning on August 1, 2017 through November 1, 2018; amount paid in full in November 2018 1,292 — Software installment payment agreement, unsecured, interest at 8.0% per annum, payable in monthly installments of $1,199 through September 2020 37 46 Revolving equipment credit line, unsecured 13 — Note payable, secured by equipment, interest at 5.0% per annum, payable in monthly installments of $2,253 through October 2017; paid in full in October 2018 5 22 Promissory note payable to LSVI, a related party, unsecured, interest of 10% per annum (12% per annum PIK Interest) payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (these notes, plus accrued interest, were exchanged for Series B Stock on September 29, 2017) — 4,261 Promissory notes payable to LSV Co-Invest I, a related party, unsecured, interest of 10% per annum (12% per annum PIK Interest) payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (these notes, plus accrued interest, were exchanged for Series B Stock on September 29, 2017) — 6,773 Promissory note payable to KBS Sellers, unsecured, interest imputed at 9.5%, payable in monthly installments of $100,000 (principal and interest) through July 2017; paid in full in July 2017 — 678 Deferred payments to EBGL Sellers, secured, interest imputed at 10.0%, quarterly payments of principal and interest of $250,000 beginning April 1, 2017 through October 1, 2017; the Company amended the terms of the deferred payments to EBGL Sellers on June 30, 2017 — 964 EBGL capital lease, computer equipment 51 — Total long-term debt 4,398 15,744 Current portion (1,129 ) (1,675 ) Noncurrent portion $ 3,269 $ 14,069 |
STOCK INCENTIVE PLAN AND SHAR_2
STOCK INCENTIVE PLAN AND SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-Based Compensation, Stock Options, Activity | The following table summarizes stock option activity under the 2003 Plan for the nine months ended September 30, 2017 : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2017 27,500 $ 6.88 Options expired (16,200 ) $ 7.75 Outstanding, September 30, 2017 11,300 $ 5.64 0.11 years $ — Exercisable, September 30, 2017 11,300 $ 5.64 0.11 years $ — |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information of Reportable Segment | The following table presents certain financial information regarding each reportable segment as of and for the three and nine months ended September 30, 2017 (in thousands): Three Months Ended September 30, 2017 Modular Home Manufacturing Structural Wall Panel Manufacturing Total Segment net sales $ 6,045 $ 4,201 $ 10,246 Depreciation and amortization expense 128 50 178 Interest expense, net 99 132 231 Segment net loss (816 ) (405 ) (1,221 ) Total segment assets 7,657 4,795 12,452 Expenditures for segment assets 286 11 297 Nine Months Ended September 30, 2017 Modular Home Manufacturing Structural Wall Panel Manufacturing Total Segment net sales $ 17,935 $ 12,538 $ 30,473 Depreciation and amortization expense 375 351 726 Interest expense, net 278 644 922 Segment net loss (1,121 ) (4,147 ) (5,268 ) Total segment assets 7,657 4,795 12,452 Expenditures for segment assets 315 88 403 |
Schedule of Reconciliation of Operating Segment Information | Reconciliation of Segment Information (in thousands) Revenues Three Months Ended Nine Months Ended Total net sales for reportable segments $ 10,246 $ 30,473 Consolidated net sales $ 10,246 $ 30,473 Net loss Total net loss for reportable segments $ (1,221 ) $ (5,268 ) Unallocated amounts: Other corporate expenses (308 ) (1,324 ) Interest expense (390 ) (1,108 ) Change in fair value of contingent earn-out receivable 4 358 Provision for income taxes (2 ) (10 ) Consolidated net loss $ (1,917 ) $ (7,352 ) Assets September 30, 2017 Total assets for reportable segments $ 12,452 Other assets 1,013 Consolidated assets $ 13,465 |
Schedule of Other Operating Segment Adjustments | Other Significant Adjustments Segment Totals Adjustments Consolidated Totals Depreciation and amortization expense $ 726 $ — $ 726 Interest expense $ 922 $ 1,108 $ 2,030 |
FINANCIAL POSITION, LIQUIDITY_2
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES - Narrative (Details) | Sep. 10, 2018 | Nov. 30, 2018USD ($) | Nov. 30, 2017 | Sep. 30, 2017USD ($) | Jul. 31, 2017USD ($) | Aug. 31, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Jan. 31, 2018USD ($) | Jun. 30, 2017USD ($) |
Line of Credit Facility [Line Items] | |||||||||||||
Accumulated deficit | $ (87,536,000) | $ (87,536,000) | $ (87,536,000) | $ (80,175,000) | |||||||||
Principal outstanding | 10,100,000 | 10,100,000 | 10,100,000 | ||||||||||
Net annual post tax loss | 1,917,000 | $ 2,492,000 | 7,352,000 | $ 5,294,000 | |||||||||
Annual review delivery period | 105 days | ||||||||||||
Paid-in-kind Interest (“PIK Interest”) | $ 11,000,000 | ||||||||||||
Debt convension of converted amount | 13,300,000 | ||||||||||||
KBS Loan Agreement | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Principal outstanding | 3,500,000 | 3,500,000 | 3,500,000 | ||||||||||
Line of credit with maximum borrowing availability | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||
Debt principal amount | 3,500,000 | 3,500,000 | 3,500,000 | ||||||||||
Additional monthly cash available after final payment for acquisition | $ 100,000 | ||||||||||||
EBGL Loan Agreement | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit with maximum borrowing availability | $ 3,000,000 | ||||||||||||
KBS Builders, Inc. | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Minimum fixed leverage ratio | 700.00% | ||||||||||||
Net annual post tax loss | $ 3,200,000 | ||||||||||||
Gerber Finance Inc | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit with maximum borrowing availability | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||
Gerber Finance Inc | EBGL Loan Agreement | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt principal amount | 2,200,000 | 2,200,000 | 2,200,000 | ||||||||||
Gerber Finance Inc | EBGL Acquisition | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Principal outstanding | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||
EBGL | Unsecured Promissory Note | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Deferred payments payable | 1,300,000 | 1,300,000 | 1,300,000 | ||||||||||
Notes payable monthly installment | 100,000 | ||||||||||||
Premier Banks | Premier Loan Agreement | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit with maximum borrowing availability | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | ||||||||||
Subsequent Event | EBGL Loan Agreement | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Additional monthly cash available after final payment for acquisition | $ 100,000 | ||||||||||||
Subsequent Event | KBS Builders, Inc. | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Lumber surcharge percentage | 6.00% | ||||||||||||
Subsequent Event | Unsecured Promissory Note | Promissory Note | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt principal amount | $ 1,400,000 | ||||||||||||
ATRM Holdings, Inc. | Subsequent Event | Digirad Corporation | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Consideration issue in business acquisition, number of shares issued per share of common stock owned | 0.4 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Business Combinations [Abstract] | ||
Pro forma net sales | $ 9,914 | $ 30,308 |
Pro forma net loss | $ (2,635) | $ (4,649) |
Pro forma loss per share – basic and diluted (in usd per share) | $ (1.11) | $ (1.99) |
RESTRICTED CASH - Schedule of R
RESTRICTED CASH - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 124 | $ 1,247 | ||
Restricted cash | 380 | 150 | ||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows | $ 504 | $ 1,397 | $ 85 | $ 624 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Financial Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of contingent earn-out receivable, current | $ 404 | $ 359 |
Fair value of contingent earn-out receivable, noncurrent | 114 | 202 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of contingent earn-out receivable, current | 0 | 0 |
Fair value of contingent earn-out receivable, noncurrent | 0 | 0 |
Contingent earn out receivable, Total | 0 | 0 |
Business Combination, Contingent Consideration, Liability | 0 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of contingent earn-out receivable, current | 0 | 0 |
Fair value of contingent earn-out receivable, noncurrent | 0 | 0 |
Contingent earn out receivable, Total | 0 | 0 |
Business Combination, Contingent Consideration, Liability | 0 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of contingent earn-out receivable, current | 404 | 359 |
Fair value of contingent earn-out receivable, noncurrent | 114 | 202 |
Contingent earn out receivable, Total | $ 518 | 561 |
Business Combination, Contingent Consideration, Liability | $ (967) |
FAIR VALUE MEASUREMENTS FAIR VA
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Financial Assets Measured on Nonrecurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Goodwill | $ 0 | $ 0 | $ 0 | $ 3,020 | $ 3,000 | ||
Subtract – goodwill impairment recorded at June 30, 2017 (included in earnings) | 0 | $ (1,733) | $ (3,000) | (3,020) | $ (1,733) | (1,733) | |
Level 3 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Goodwill | $ 0 | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Earn-out receivable, beginning balance | $ 561 |
Earn-out payable, beginning balance | (967) |
Add – adjustment based on re-assessments | 357 |
Add – net decrease based on re-assessments | 76 |
Subtract – settlements | (400) |
Subtract – amendment (see Note 14) | 891 |
Earn-out receivable, ending balance | 518 |
Earn-out payable, ending balance | $ 0 |
FAIR VALUE MEASUREMENTS FAIR _2
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS - Goodwill Rollforward Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||||||
Balance at December 31, 2016 | $ 0 | $ 3,020 | $ 3,020 | |||
Subtract – goodwill impairment recorded at June 30, 2017 (included in earnings) | 0 | $ (1,733) | (3,000) | (3,020) | $ (1,733) | $ (1,733) |
Balance at September 30, 2017 | $ 0 | $ 0 | $ 0 | $ 3,020 |
FAIR VALUE MEASUREMENTS - Sch_3
FAIR VALUE MEASUREMENTS - Schedule of Quantitative Information Level 3 Fair Value Assets and Liabilities (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Contingent Earn-Out Receivable | Level 3 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Unobservable input projected revenue | $ 9.6 |
Goodwill | Level 3 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Unobservable input projected revenue | $ 17.5 |
Unobservable input discount rate | 13.60% |
Goodwill | Minimum | Level 3 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Revenue growth rate | 3.00% |
Goodwill | Maximum | Level 3 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Revenue growth rate | 7.10% |
Fair Value, Measurements, Recurring | Contingent Earn-Out Receivable | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Performance weighted average | 100.00% |
Fair Value, Measurements, Recurring | Contingent Earn-Out Receivable | Minimum | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Unobservable input discount rate | 2.41% |
Fair Value, Measurements, Recurring | Contingent Earn-Out Receivable | Maximum | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Unobservable input discount rate | 2.64% |
ACCOUNTS RECEIVABLE, NET - Sche
ACCOUNTS RECEIVABLE, NET - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Contract billings | $ 3,619 | $ 2,330 |
Retainage | 250 | 370 |
Subtotal | 3,869 | 2,700 |
Less – allowance for doubtful accounts | (6) | (96) |
Accounts receivable, net | $ 3,863 | $ 2,604 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 1,311 | $ 1,404 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill, gross | $ 0 | $ 3,020 | ||
Goodwill, accumulated impairment | 0 | 0 | ||
Goodwill | 0 | $ 0 | $ 3,000 | 3,020 |
Indefinite-lived intangible assets | 394 | 3,414 | ||
Finite-lived intangible assets, gross carying amount | 3,387 | 3,387 | ||
Finite-lived intangible assets, accumulated amortization | (2,113) | (1,664) | ||
Finite-lived intangible assets, net carrying value | 1,274 | 1,723 | ||
Gross Carrying Amount | 3,781 | 6,801 | ||
Net Carrying Value | 1,668 | 5,137 | ||
Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Trademarks | 394 | 394 | ||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets, gross carying amount | 2,097 | 2,097 | ||
Finite-lived intangible assets, accumulated amortization | (823) | (586) | ||
Finite-lived intangible assets, net carrying value | 1,274 | 1,511 | ||
Purchased backlog | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets, gross carying amount | 1,290 | 1,290 | ||
Finite-lived intangible assets, accumulated amortization | (1,290) | (1,078) | ||
Finite-lived intangible assets, net carrying value | $ 0 | $ 212 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Carrying value of goodwill in excess of fair value | $ 1,700,000 | $ 3,000,000 | $ 1,700,000 | |||
Goodwill impairment charge | $ 0 | 1,733,000 | $ 3,000,000 | $ 3,020,000 | 1,733,000 | $ 1,733,000 |
Amortization expense | $ 79,000 | $ 51,000 | $ 449,000 | $ 152,000 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Estimated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2017(three months) | $ 79 | |
2018 | 315 | |
2019 | 315 | |
2020 | 315 | |
2021 | 164 | |
Thereafter | 86 | |
Finite-lived intangible assets, net carrying value | $ 1,274 | $ 1,723 |
UNCOMPLETED CONSTRUCTION CONT_3
UNCOMPLETED CONSTRUCTION CONTRACTS - Schedule of Uncompleted Construction Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Contractors [Abstract] | ||
Costs incurred on uncompleted contracts | $ 8,169 | $ 6,575 |
Inventory purchased for specific contracts | 927 | 837 |
Estimated profit | 1,022 | 1,150 |
Subtotal | 10,118 | 8,562 |
Less billings to date | (9,798) | (8,169) |
Total | 320 | 393 |
Costs and estimated profit in excess of billings | 925 | 1,045 |
Billings in excess of costs and estimated profit | (605) | (652) |
Total | $ 320 | $ 393 |
UNCOMPLETED CONSTRUCTION CONT_4
UNCOMPLETED CONSTRUCTION CONTRACTS - Narrative (Details) $ in Millions | Sep. 30, 2017USD ($) |
Contractors [Abstract] | |
Amount of remaining contract | $ 10.9 |
ACCOUNTS PAYABLE RETAINAGE (Det
ACCOUNTS PAYABLE RETAINAGE (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts Payable [Line Items] | ||
Accounts payable | $ 4,791 | $ 3,776 |
Subcontractors | ||
Accounts Payable [Line Items] | ||
Accounts payable retainage | $ 100 | $ 400 |
OTHER ACCRUED LIABILITIES - Sch
OTHER ACCRUED LIABILITIES - Schedule of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued sales taxes | $ 1,347 | $ 739 |
Accrued sales rebates | 334 | 327 |
Accrued health insurance costs | 208 | 96 |
Accrued warranty | 53 | 49 |
Accrued interest expense | 25 | 637 |
Other | 20 | 416 |
Total other accrued liabilities | $ 1,987 | $ 2,264 |
OTHER ACCRUED LIABILITIES - S_2
OTHER ACCRUED LIABILITIES - Schedule of Changes in Accrued Warranty (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Accrual balance, beginning of period | $ 49 | $ 39 |
Accruals for warranties | 71 | 37 |
Settlements made | (67) | (29) |
Accrual balance, end of period | $ 53 | $ 47 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Oct. 04, 2016 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||||
Notes payable | $ 5,736,000 | $ 3,420,000 | ||
Gerber Finance Inc | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit with maximum borrowing availability | 4,000,000 | |||
KBS Loan Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Notes payable | 3,500,000 | |||
Notes payable, net | 3,500,000 | |||
Revolving line of credit | 4,000,000 | |||
Line of credit with maximum borrowing availability | 4,000,000 | |||
Debt principal amount | $ 3,500,000 | |||
KBS Loan Agreement | Gerber Finance Inc | ||||
Line of Credit Facility [Line Items] | ||||
Annual facilities fee percentage | 1.50% | |||
Monthly collateral monitoring fee percentage | 0.10% | |||
KBS Loan Agreement | Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt interest rate | 2.75% | |||
KBS Loan Agreement, Maturing February 22, 2019 | ||||
Line of Credit Facility [Line Items] | ||||
Automatic extension period | 1 year | |||
KBS Loan Agreement, Maturing February 22, 2020 | ||||
Line of Credit Facility [Line Items] | ||||
Automatic extension period | 1 year | |||
EBGL Loan Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Notes payable | $ 2,200,000 | |||
Revolving line of credit | 3,000,000 | |||
Line of credit with maximum borrowing availability | $ 3,000,000 | |||
EBGL Loan Agreement | Gerber Finance Inc | ||||
Line of Credit Facility [Line Items] | ||||
Debt principal amount | $ 2,200,000 | |||
Initial line of credit availability | $ 1,000,000 | |||
Amount in which line of credit may be increased up to | 3,000,000 | |||
Amount of line of credit increment | $ 500,000 | |||
EBGL Loan Agreement | Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt interest rate | 1.50% | |||
EBGL Loan Agreement | Prime Rate | Gerber Finance Inc | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate at the end of period | 2.75% | |||
Maximum | EBGL Loan Agreement | Gerber Finance Inc | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit | $ 3,000,000 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) | Jun. 30, 2017 | Sep. 30, 2017 | Jun. 29, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 4,398,000 | $ 15,744,000 | ||
Current portion | (1,129,000) | (1,675,000) | ||
Noncurrent portion | 3,269,000 | 14,069,000 | ||
Promissory note payable to Gerber Finance, secured, interest at the current prime rate plus 3.0% payable monthly with any unpaid principal and interest due on December 31, 2018 (automatically extended to December 31, 2019 as neither party elected to terminate) | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 3,000,000 | 3,000,000 | ||
Amended deferred payments to EBGL Sellers | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 1,292,000 | $ 1,440,000 | 0 | |
Debt interest rate | 15.14% | |||
Debt instrument periodic payment | $ 100,000 | $ 100,000,000 | ||
Software installment payment agreement, unsecured, interest at 8.0% per annum, payable in monthly installments of $1,199 through September 2020 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 37,000 | 46,000 | ||
Debt interest rate | 8.00% | |||
Debt instrument periodic payment | $ 1,199,000 | |||
Revolving equipment credit line, unsecured | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 13,000 | 0 | ||
Note payable, secured by equipment, interest at 5.0% per annum, payable in monthly installments of $2,253 through October 2017; paid in full in October 2018 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 5,000 | 22,000 | ||
Debt interest rate | 5.00% | |||
Debt instrument periodic payment | $ 2,253,000 | |||
Promissory note payable to LSVI, a related party, unsecured, interest of 10% per annum (12% per annum PIK Interest) payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (these notes, plus accrued interest, were exchanged for Series B Stock on September 29, 2017) | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 0 | 4,261,000 | ||
Debt interest rate | 10.00% | |||
Paid-in kind interest rate | 12.00% | |||
Promissory notes payable to LSV Co-Invest I, a related party, unsecured, interest of 10% per annum (12% per annum PIK Interest) payable semi-annually in July and January, with any unpaid principal and interest due on April 1, 2019 (these notes, plus accrued interest, were exchanged for Series B Stock on September 29, 2017) | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 0 | 6,773,000 | ||
Debt interest rate | 10.00% | |||
Paid-in kind interest rate | 12.00% | |||
Promissory note payable to KBS Sellers, unsecured, interest imputed at 9.5%, payable in monthly installments of $100,000 (principal and interest) through July 2017; paid in full in July 2017 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 0 | 678,000 | ||
Debt interest rate | 9.50% | |||
Debt instrument periodic payment | $ 100,000,000 | |||
Deferred payments to EBGL Sellers, secured, interest imputed at 10.0%, quarterly payments of principal and interest of $250,000 beginning April 1, 2017 through October 1, 2017; the Company amended the terms of the deferred payments to EBGL Sellers on June 30, 2017 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 0 | 964,000 | ||
Debt interest rate | 10.00% | |||
Debt instrument periodic payment | $ 250,000 | |||
Prime Rate | Promissory note payable to Gerber Finance, secured, interest at the current prime rate plus 3.0% payable monthly with any unpaid principal and interest due on December 31, 2018 (automatically extended to December 31, 2019 as neither party elected to terminate) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.00% | |||
EBGL capital lease, computer equipment | Capital lease obligations | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 51,000 | $ 0 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | Dec. 17, 2018 | Jun. 01, 2018 | Jan. 12, 2018USD ($) | Sep. 29, 2017USD ($)$ / sharesshares | Sep. 29, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)installment | Mar. 31, 2017USD ($) | Jun. 30, 2017USD ($)installment | Sep. 30, 2017USD ($)shares | Jul. 01, 2017USD ($) | Jun. 29, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||||
PIK Interest was added to the principal balance | $ 600,000 | |||||||||||
Total long-term debt | $ 4,398,000 | $ 15,744,000 | ||||||||||
Percent of stock holders needed to resale shares | 6666.67% | |||||||||||
LSVI and LSV Co-Invest I | Series B Cumulative Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||||
Number of common stock shares exchange (in shares) | shares | 132,548 | |||||||||||
Exchange Agreement | LSVM | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares owned (in shares) | shares | 10,000 | |||||||||||
Exchange Agreement | LSVI and LSV Co-Invest I | Series B Cumulative Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock issued (in shares) | shares | 132,548 | |||||||||||
Preferred stock dividend rate | 10.00% | |||||||||||
Par value of Series B Stock (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Number of common stock shares cancellation | $ 13,300,000 | |||||||||||
Exchange Agreement | LSVI | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of outstanding shares | 45.00% | 45.00% | ||||||||||
LSVI | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of outstanding shares | 45.10% | |||||||||||
Number of shares purchased | shares | 900,000 | |||||||||||
Amended deferred payments to EBGL Sellers | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 15.14% | |||||||||||
Total long-term debt | $ 1,292,000 | $ 1,440,000 | 0 | |||||||||
Debt instrument periodic payment | $ 100,000 | $ 100,000,000 | ||||||||||
Long-term debt, interest percentage, per annum | 15.14% | |||||||||||
LSVI and LSV Co-Invest I Promissory Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 10.00% | |||||||||||
LSVI and LSV Co-Invest I Promissory Notes | Payment In-Kind | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt principal amount | 1,100,000 | 1,100,000 | $ 1,100,000 | |||||||||
Paid-in kind interest rate | 12.00% | |||||||||||
Subsequent Event | Series B Cumulative Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Preferred stock dividend rate | 10.00% | 10.00% | ||||||||||
Subsequent Event | LSV Co-Invest I Promissory Note, Issued January 12, 2018 | Promissory Note | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 10.00% | |||||||||||
Debt principal amount | $ 500,000 | |||||||||||
Paid-in kind interest rate | 12.00% | |||||||||||
Cash payment percentage | 50.00% | |||||||||||
PIK payment percentage | 50.00% | |||||||||||
Lone Star Value Co-Invest I. LP | Securities Purchase Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 10.00% | |||||||||||
Debt principal amount | $ 1,400,000 | $ 1,400,000 | $ 500,000 | |||||||||
Lone Star Value Co-Invest I. LP | Payment In-Kind | Securities Purchase Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt interest rate | 12.00% | |||||||||||
LSVI | Registration Rights Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Converted into common stock, shares | shares | 107,297 | |||||||||||
EBGL | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of deferred payments owing to EBGL Sellers | 750,000 | |||||||||||
Contingent earn-out payment | 890,000 | 890,000 | ||||||||||
Total long-term debt | $ 1,800,000 | 1,800,000 | $ 1,600,000 | |||||||||
Initial payment | 200,000 | |||||||||||
Payments for previous acquisition | $ 200,000 | |||||||||||
Monthly installments | installment | 16 | 16 | ||||||||||
ATRM Holdings, Inc. | LSVI | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares owned (in shares) | shares | 1,067,885 | 1,067,885 | ||||||||||
ATRM Holdings, Inc. | Subsequent Event | LSVI | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of outstanding shares | 45.10% |
STOCK INCENTIVE PLAN AND SHAR_3
STOCK INCENTIVE PLAN AND SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 19, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 51 | $ 115 | ||
Remaining shares-based compensation expense | 3 | |||
2014 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards (in shares) | 30,000 | |||
Vesting period | 1 year | |||
Fair value of stock awards (in usd per share) | $ 2.25 | |||
Share-based compensation expense | $ 17 | $ 51 | ||
2014 Incentive Plan | Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards (in shares) | 10,000 | |||
2014 Incentive Plan | Chief Financial Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards (in shares) | 10,000,000 | |||
2014 Incentive Plan | Former Chief Financial Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards (in shares) | 10,000,000 | |||
2014 Incentive Plan | Directors And Chief Financial Officer | Prior to January 1, 2016 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards (in shares) | 60,000 | |||
Vesting period | 1 year | |||
Fair value of stock awards (in usd per share) | $ 4.48 | |||
Share-based compensation expense | $ 0 | $ 100 |
STOCK INCENTIVE PLAN AND SHAR_4
STOCK INCENTIVE PLAN AND SHARE-BASED COMPENSATION - Schedule of Share-Based Compensation, Stock Options, Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, Beginning balance (shares) | shares | 27,500 |
Options expired (in shares) | shares | (16,200) |
Outstanding, Ending balance (shares) | shares | 11,300 |
Exercisable (shares) | shares | 11,300 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted Average Exercise Price, Outstanding, Beginning balance (USD per share) | $ / shares | $ 6.88 |
Weighted Average Exercise Price, Expired (USD per share) | $ / shares | 7.75 |
Weighted Average Exercise Price, Outstanding, Ending balance (USD per share) | $ / shares | 5.64 |
Weighted Average Exercise Price, Exercisable, Balance (USD per share) | $ / shares | $ 5.64 |
Weighted Average Remaining Contract Term, Outstanding, Balance | 1 month 9 days |
Weighted Average Remaining Contract Term, Exercisable, Balance | 1 month 9 days |
Aggregate Intrinsic Value, Outstanding, Balance | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable, Balance | $ | $ 0 |
EQUITY (Details)
EQUITY (Details) - $ / shares | Sep. 29, 2017 | Sep. 30, 2017 |
Class of Stock [Line Items] | ||
Authorized shares of Series B Stock (in shares) | 160,000 | |
Outstanding shares of Series B Stock (in shares) | 132,548 | |
Series B Preferred Stock | ||
Class of Stock [Line Items] | ||
Authorized shares of Series B Stock (in shares) | 160,000 | 160,000 |
Par value of Series B Stock (in usd per share) | $ 0.001 | |
Stated value per share of Series B Stock (in usd per share) | $ 100 | |
Preferred stock dividend rate | 10.00% | |
Outstanding shares of Series B Stock (in shares) | 132,548 | |
Payment In-Kind | Series B Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock dividend rate | 12.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) | Sep. 30, 2017USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred tax liability | $ 26,400 |
LEGAL PROCEEDINGS (Details)
LEGAL PROCEEDINGS (Details) - Subsequent Event | Dec. 18, 2017USD ($) |
Loss Contingencies [Line Items] | |
Insurance deductible | $ 10,000 |
KBS Builders | |
Loss Contingencies [Line Items] | |
Amount paid to plaintiff | $ 300,000 |
OPERATING SEGMENTS - Narrative
OPERATING SEGMENTS - Narrative (Details) | 9 Months Ended |
Sep. 30, 2017segments | |
Segment Reporting [Abstract] | |
Number of operating segment | 2 |
OPERATING SEGMENTS - Schedule o
OPERATING SEGMENTS - Schedule of Financial Information of Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Segment net sales | $ 10,246 | $ 6,923 | $ 30,473 | $ 17,875 |
Depreciation and amortization expense | 178 | 726 | ||
Interest expense, net | 231 | 922 | ||
Segment net loss | (1,221) | (5,268) | ||
Total segment assets | 12,452 | 12,452 | ||
Expenditures for segment assets | 297 | 403 | ||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization expense | 726 | |||
Total segment assets | 12,452 | 12,452 | ||
Operating Segments | Modular Home Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Segment net sales | 6,045 | 17,935 | ||
Depreciation and amortization expense | 128 | 375 | ||
Interest expense, net | 99 | 278 | ||
Segment net loss | (816) | (1,121) | ||
Total segment assets | 7,657 | 7,657 | ||
Expenditures for segment assets | 286 | 315 | ||
Operating Segments | Structural Wall Panel Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Segment net sales | 4,201 | 12,538 | ||
Depreciation and amortization expense | 50 | 351 | ||
Interest expense, net | 132 | 644 | ||
Segment net loss | (405) | (4,147) | ||
Total segment assets | 4,795 | 4,795 | ||
Expenditures for segment assets | $ 11 | $ 88 |
OPERATING SEGMENTS - Schedule_2
OPERATING SEGMENTS - Schedule of Reconciliation of Operating Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 10,246 | $ 6,923 | $ 30,473 | $ 17,875 | |
Net loss | (1,917) | (2,492) | (7,352) | (5,294) | |
Interest expense | (621) | (392) | (2,030) | (1,116) | |
Change in fair value of contingent earn-outs, net | 4 | 22 | 434 | 24 | |
Provision for income taxes | 2 | $ 2 | 10 | $ 7 | |
Total assets for reportable segments | 12,452 | 12,452 | |||
Consolidated assets | 13,465 | 13,465 | $ 16,778 | ||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net loss | 1,221 | 5,268 | |||
Interest expense | (922) | ||||
Total assets for reportable segments | 12,452 | 12,452 | |||
Other assets | 1,013 | 1,013 | |||
Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
Other corporate expenses | (308) | (1,324) | |||
Interest expense | (390) | (1,108) | |||
Change in fair value of contingent earn-outs, net | 4 | 358 | |||
Provision for income taxes | $ (2) | $ (10) |
OPERATING SEGMENTS - Schedule_3
OPERATING SEGMENTS - Schedule of Other Operating Segment Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization expense | $ 178 | $ 726 | ||
Interest expense | 621 | $ 392 | 2,030 | $ 1,116 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization expense | 726 | |||
Interest expense | 922 | |||
Adjustments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization expense | 0 | |||
Interest expense | $ 390 | $ 1,108 |
SUBSEQUENT EVENTS - Amendments
SUBSEQUENT EVENTS - Amendments to Gerber Finance Loan Agreements (Details) - USD ($) | Apr. 03, 2019 | Apr. 08, 2019 | Feb. 23, 2019 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 01, 2019 | Feb. 22, 2019 | Oct. 01, 2018 | Nov. 20, 2017 |
Subsequent Event [Line Items] | |||||||||
Payment of overadvance | $ 31,961,000 | $ 14,126,000 | |||||||
KBS Loan Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of credit with maximum borrowing availability | $ 4,000,000 | ||||||||
Payment Guarantee | Director | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Guarantor obligation | $ 600,000 | $ 500,000 | |||||||
Eight Amendment To Loan And Security Agreement | KBS Loan Agreement | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of credit with maximum borrowing availability | $ 600,000 | ||||||||
Debt instrument periodic payment | $ 75,000 | ||||||||
Payment of overadvance | $ 600,000 | ||||||||
Ninth Amendment To Loan And Security Agreement | KBS Loan Agreement | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of credit with maximum borrowing availability | $ 600,000 | ||||||||
Promissory note payable to Gerber Finance, secured, interest at the current prime rate plus 3.0% payable monthly with any unpaid principal and interest due on December 31, 2018 (automatically extended to December 31, 2019 as neither party elected to terminate) | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument periodic payment | $ 75,000 |
SUBSEQUENT EVENTS - Charter Ame
SUBSEQUENT EVENTS - Charter Amendments (Details) - Subsequent Event | Dec. 04, 2017shares | Dec. 04, 2017shares | Dec. 03, 2017shares |
Subsequent Event [Line Items] | |||
Capital stock authorized (in shares) | 10,000,000 | 10,000,000 | 3,200,000 |
Limit on transfer of common stock | 4.99% | ||
Minimum | |||
Subsequent Event [Line Items] | |||
Limit on transfer of common stock | 4.99% | ||
Maximum | |||
Subsequent Event [Line Items] | |||
Limit on transfer of common stock | 4.99% | ||
Series B Preferred Stock | |||
Subsequent Event [Line Items] | |||
Stock split ratio | 4 |
SUBSEQUENT EVENTS - Promissory
SUBSEQUENT EVENTS - Promissory Notes Sales to LSV Co-Invest I (Details) - USD ($) | Dec. 17, 2018 | Jun. 01, 2018 | Jan. 12, 2018 | Sep. 10, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2015 |
Subsequent Event [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 2,366,219 | 2,366,219 | |||||
LSV Co-Invest I Promissory Note, Issued January 12, 2018 | Promissory Note | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Debt principal amount | $ 500,000 | ||||||
Debt interest rate | 10.00% | ||||||
Paid-in kind interest rate | 12.00% | ||||||
Cash payment percentage | 50.00% | ||||||
PIK payment percentage | 50.00% | ||||||
LSV Co-Invest I Promissory Note, Issued June 01, 2018 | Promissory Note | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Debt principal amount | $ 900,000 | ||||||
Debt interest rate | 10.00% | ||||||
Paid-in kind interest rate | 12.00% | ||||||
Series B Cumulative Preferred Stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock dividend rate | 10.00% | 10.00% | |||||
Jeffrey E. Eberwein | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 415,012 | ||||||
Percentage of outstanding shares | 17.40% | 17.00% | |||||
ATRM Holdings, Inc. | LSVI | |||||||
Subsequent Event [Line Items] | |||||||
Rights outstanding (in shares) | 900,000 | ||||||
ATRM Holdings, Inc. | LSVI | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 1,067,885 | ||||||
Percentage of outstanding shares | 45.10% | ||||||
ATRM Holdings, Inc. | LSVI GP | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 3,005 | ||||||
ATRM Holdings, Inc. | Series B Cumulative Preferred Stock | LSV Co-Invest I | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 363,651 | 353,060 | 363,651 | ||||
ATRM Holdings, Inc. | Common Class B | LSVI | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 216,094 | 209,800 | 216,094 | ||||
ATRM Holdings, Inc. | Common Stock | LSVI GP | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 3,005 | ||||||
ATRM Holdings, Inc. | Jeffrey E. Eberwein | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of outstanding shares | 17.40% |
SUBSEQUENT EVENTS SUBSEQUENT EV
SUBSEQUENT EVENTS SUBSEQUENT EVENTS - Merger with Digirad Corporation (Details) | Sep. 10, 2018shares | Dec. 17, 2018shares | Jun. 01, 2018shares | Jan. 12, 2018shares | Sep. 30, 2017shares | Dec. 31, 2016shares |
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 2,366,219 | 2,366,219 | ||||
Jeffrey E. Eberwein | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 415,012 | |||||
Percentage of outstanding shares | 17.40% | 17.00% | ||||
ATRM Holdings, Inc. | Digirad Corporation | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Consideration issue in business acquisition, number of shares issued per share of common stock owned | 0.4 | |||||
Percent increase in shares outstanding | 5.00% | |||||
Digirad Corporation | Jeffrey E. Eberwein | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 544,152 | |||||
Percentage of outstanding shares | 2.70% | |||||
ATRM Holdings, Inc. | LSVI | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 1,067,885 | |||||
Percentage of outstanding shares | 45.10% | |||||
ATRM Holdings, Inc. | Jeffrey E. Eberwein | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of outstanding shares | 17.40% | |||||
ATRM Holdings, Inc. | Common Class B | LSVI | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 216,094 | 216,094 | 209,800 | |||
ATRM Holdings, Inc. | Series B Cumulative Preferred Stock | LSV Co-Invest I | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 363,651 | 363,651 | 353,060 |
SUBSEQUENT EVENTS SUBSEQUENT _2
SUBSEQUENT EVENTS SUBSEQUENT EVENTS - Promissory Note Sale to Digirad (Details) - Promissory Note - Digirad Unsecured Promissory Note, Issued December 12, 2018 - Subsequent Event $ in Millions | Dec. 14, 2018USD ($) |
Subsequent Event [Line Items] | |
Debt principal amount | $ 0.3 |
Minimum | |
Subsequent Event [Line Items] | |
Debt interest rate | 10.00% |
Maximum | |
Subsequent Event [Line Items] | |
Debt interest rate | 12.00% |
SUBSEQUENT EVENTS SUBSEQUENT _3
SUBSEQUENT EVENTS SUBSEQUENT EVENTS - Promissory Note Sale to Lone Star Value Management, LLC (Details) - USD ($) $ in Thousands | Dec. 17, 2018 | Jun. 01, 2018 | Sep. 10, 2018 | Jan. 12, 2018 | Sep. 30, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 2,366,219 | 2,366,219 | ||||
Debt outstanding | $ 4,398 | $ 15,744 | ||||
Lone Star Value Management, Unsecured Promissory Note, Issued December 17, 2018 | Promissory Note | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Debt principal amount | $ 300 | |||||
Debt interest rate | 10.00% | |||||
Paid-in kind interest rate | 12.00% | |||||
LSV Co-Invest I Promissory Notes | Promissory Note | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Debt outstanding | $ 1,400 | |||||
Jeffrey E. Eberwein | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of outstanding shares | 17.40% | 17.00% | ||||
Common stock, shares outstanding (in shares) | 415,012 | |||||
ATRM Holdings, Inc. | Jeffrey E. Eberwein | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of outstanding shares | 17.40% | |||||
ATRM Holdings, Inc. | LSVI | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of outstanding shares | 45.10% | |||||
Common stock, shares outstanding (in shares) | 1,067,885 | |||||
ATRM Holdings, Inc. | LSVI GP | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 3,005 | |||||
Common Class B | ATRM Holdings, Inc. | LSVI | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 216,094 | 209,800 | 216,094 | |||
Series B Cumulative Preferred Stock | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock dividend rate | 10.00% | 10.00% | ||||
Series B Cumulative Preferred Stock | ATRM Holdings, Inc. | LSV Co-Invest I | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 363,651 | 353,060 | 363,651 |
SUBSEQUENT EVENTS SUBSEQUENT _4
SUBSEQUENT EVENTS SUBSEQUENT EVENTS - Digirad Joint Venture and Services Agreement (Details) - Star Procurement, LLC - Subsequent Event $ in Millions | Dec. 14, 2018USD ($) |
Subsequent Event [Line Items] | |
Joint venture ownership percentage | 50.00% |
Initial capital contribution | $ 1 |
SUBSEQUENT EVENTS SUBSEQUENT _5
SUBSEQUENT EVENTS SUBSEQUENT EVENTS - Acquisition of Lone Star Value Management (Details) - Subsequent Event - USD ($) | Apr. 01, 2019 | Dec. 17, 2018 |
LSVM | ||
Subsequent Event [Line Items] | ||
Purchase price of LSVM Purchase Agreement | $ 100 | |
Lone Star Value Management, Unsecured Promissory Note, Issued December 17, 2018 | Promissory Note | ||
Subsequent Event [Line Items] | ||
Debt principal amount | $ 300,000 |
SUBSEQUENT EVENTS SUBSEQUENT _6
SUBSEQUENT EVENTS SUBSEQUENT EVENTS - KBS-Digirad Sale-Leaseback (Details) - Subsequent Event | Apr. 03, 2019USD ($) |
947 Waterford Road, LLC | |
Subsequent Event [Line Items] | |
Purchase price of sale leaseback | $ 1,000,000 |
Initial term of sale leaseback | 120 months |
300 Park Street, LLC | |
Subsequent Event [Line Items] | |
Purchase price of sale leaseback | $ 2,900,000 |
Initial term of sale leaseback | 120 months |
Oxford Lease | |
Subsequent Event [Line Items] | |
Initial term of sale leaseback | 120 months |
Minimum | 947 Waterford Road, LLC | |
Subsequent Event [Line Items] | |
Base rental payments of sale leaseback | $ 1,200,000 |
Minimum | 300 Park Street, LLC | |
Subsequent Event [Line Items] | |
Base rental payments of sale leaseback | 3,300,000 |
Minimum | Oxford Lease | |
Subsequent Event [Line Items] | |
Base rental payments of sale leaseback | 1,400,000 |
Maximum | 947 Waterford Road, LLC | |
Subsequent Event [Line Items] | |
Base rental payments of sale leaseback | 1,300,000 |
Maximum | 300 Park Street, LLC | |
Subsequent Event [Line Items] | |
Base rental payments of sale leaseback | 3,600,000 |
Maximum | Oxford Lease | |
Subsequent Event [Line Items] | |
Base rental payments of sale leaseback | $ 1,600,000 |