Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 14, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | ATRM Holdings, Inc. | ||
Entity Central Index Key | 0000908598 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,947,038 | ||
Entity Common Stock, Shares Outstanding | 2,576,219 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Net sales | $ 34,477 | $ 40,553 |
Costs and expenses: | ||
Cost of sales | 31,501 | 37,668 |
Selling, general, and administrative expenses | 5,501 | 6,690 |
Goodwill impairment charge | 0 | 3,020 |
Total costs and expenses | 37,002 | 47,378 |
Operating loss | (2,525) | (6,825) |
Other (expense) income: | ||
Interest expense, net | (997) | (2,278) |
Change in fair value of contingent earn-outs, net | 6 | 437 |
Loss before income taxes | (3,516) | (8,666) |
Income tax expense | 0 | (11) |
Net loss | (3,516) | (8,677) |
Preferred stock dividend | 0 | (407) |
Accrued preferred stock dividend | (1,716) | 0 |
Net loss attributable to common shareholders | $ (5,232) | $ (9,084) |
Net loss per share - basic and diluted (USD per share) | $ (2.17) | $ (3.83) |
Weighted average common shares outstanding - basic and diluted (in shares) | 2,407 | 2,372 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 187 | $ 48 |
Restricted cash | 501 | 482 |
Accounts receivable, net of allowance for doubtful accounts of $113 and $185 at December 31, 2018 and 2017, respectively | 3,289 | 3,840 |
Costs and estimated profit in excess of billings | 0 | 565 |
Inventories | 1,790 | 1,285 |
Fair value of contingent earn-out receivable, current | 63 | 373 |
Other current assets | 343 | 216 |
Total current assets | 6,173 | 6,809 |
Property, plant and equipment, net | 4,131 | 4,456 |
Fair value of contingent earn-out receivable, noncurrent | 0 | 61 |
Intangible assets, net | 1,274 | 1,589 |
Total assets | 11,578 | 12,915 |
Current liabilities: | ||
Notes payable | 6,513 | 5,969 |
Current portion of long-term debt | 3,048 | 1,068 |
Trade accounts payable | 6,240 | 4,856 |
Customer deposits | 184 | 0 |
Billings in excess of costs and estimated profit | 0 | 983 |
Accrued compensation | 492 | 416 |
Other accrued liabilities | 2,697 | 2,370 |
Total current liabilities | 19,174 | 15,662 |
Long-term debt | 2,113 | 3,061 |
Deferred income taxes | 10 | 28 |
Total long-term liabilities | 2,123 | 3,089 |
Total liabilities | 21,297 | 18,751 |
Commitments and contingencies | ||
Shareholders' deficit: | ||
Preferred stock, $.001 par value; 2,000,000 shares authorized as of December 31, 2018 and 2017, respectively; 597,139 shares issued and outstanding at December 31, 2018 and 546,466 shares issued and outstanding at December 31, 2017 | 1 | 0 |
Common stock, $.001 par value; 7,500,000 shares authorized as of December 31, 2018 and 2017, respectively; 2,466,219 shares issued and outstanding at December 31, 2018 and 2,396,219 issued and outstanding at December 31, 2017 | 2 | 2 |
Additional paid-in capital | 82,646 | 83,014 |
Accumulated deficit | (92,368) | (88,852) |
Total shareholders' deficit | (9,719) | (5,836) |
Total liabilities and shareholders' deficit | $ 11,578 | $ 12,915 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 113 | $ 185 |
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 597,139 | 546,466 |
Preferred stock, shares outstanding (in shares) | 597,139 | 546,466 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 7,500,000 | 7,500,000 |
Common stock, shares issued (in shares) | 2,466,219 | 2,366,219 |
Common stock, shares outstanding (in shares) | 2,466,219 | 2,366,219 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance beginning, common stock (in shares) at Dec. 31, 2016 | 2,366,000 | ||||
Balance beginning, preferred stock (in shares) at Dec. 31, 2016 | 0 | ||||
Balance beginning at Dec. 31, 2016 | $ (10,471) | $ 2 | $ 0 | $ 69,702 | $ (80,175) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense (in shares) | 30,000 | ||||
Share-based compensation expense | 57 | 57 | |||
Preferred stock issuance (exchange of promissory notes) (in shares) | 133,000 | ||||
Preferred stock issuance (exchange of promissory notes) | 13,255 | 13,255 | |||
Preferred stock 4-for-1 stock split (in shares) | 398,000 | ||||
Net loss | (8,677) | (8,677) | |||
Dividend on preferred stock | (407) | (407) | |||
Preferred dividend PIK (paid) (in shares) | 16,000 | ||||
Preferred dividend PIK (paid) | $ 407 | 407 | |||
Balance ending, common stock (in shares) at Dec. 31, 2017 | 2,366,219 | 2,396,000 | |||
Balance ending, preferred stock (in shares) at Dec. 31, 2017 | 546,466 | 547,000 | |||
Balance ending at Dec. 31, 2017 | $ (5,836) | $ 2 | $ 0 | 83,014 | (88,852) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense (in shares) | 70,000 | ||||
Share-based compensation expense | 81 | 81 | |||
Net loss | (3,516) | (3,516) | |||
Dividend on preferred stock accrued | (449) | (449) | |||
Dividend on preferred stock | (1,267) | (1,267) | |||
Preferred dividend PIK (paid) (in shares) | 50,000 | ||||
Preferred dividend PIK (paid) | $ 1,268 | $ 1 | 1,267 | ||
Balance ending, common stock (in shares) at Dec. 31, 2018 | 2,466,219 | 2,466,000 | |||
Balance ending, preferred stock (in shares) at Dec. 31, 2018 | 597,139 | 597,000 | |||
Balance ending at Dec. 31, 2018 | $ (9,719) | $ 2 | $ 1 | $ 82,646 | $ (92,368) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Deficit (Parenthetical) | 12 Months Ended |
Dec. 31, 2017 | |
Preferred Stock | |
Stock split, conversion ratio | 4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (3,516) | $ (8,677) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 739 | 903 |
Amortization expense, deferred financing costs | 64 | 351 |
Share-based compensation expense | 81 | 57 |
Provision for bad debts | 129 | 71 |
Gain on sale of equipment | (1) | (21) |
Unrealized loss (gain) on lumber derivatives | 9 | (6) |
Deferred income taxes | (18) | 9 |
Change in fair value of contingent earn-out receivable | (6) | (361) |
Goodwill impairment charge | 0 | 3,020 |
Change in fair value of contingent earn-out payable | 0 | (76) |
Accrued interest | (411) | 1,331 |
Imputed interest on seller deferred payment obligations | 66 | 130 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 423 | (1,308) |
Costs and estimated profit in excess of billings | 565 | 480 |
Inventories | (505) | 119 |
Other current assets | (138) | 28 |
Trade accounts payable | 1,385 | 1,079 |
Customer deposits | 184 | 0 |
Billings in excess of costs and estimated profit | (983) | 331 |
Accrued compensation | 76 | 10 |
Other accrued liabilities | 326 | 496 |
Net cash used in operating activities | (1,531) | (2,034) |
Cash flows from investing activities: | ||
Proceeds from earn-out consideration | 377 | 488 |
Purchase of property and equipment | (34) | (443) |
Proceeds from sale of equipment | 24 | 79 |
Net cash provided by investing activities | 367 | 124 |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 1,975 | 514 |
Proceeds from revolving line of credit | 33,232 | 43,800 |
Principal payments on revolving line of credit | (32,734) | (41,564) |
Principal payments on long-term debt | (1,133) | (1,668) |
Payment of deferred financing costs | (18) | (39) |
Net cash provided by financing activities | 1,322 | 1,043 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 158 | (867) |
Cash, cash equivalents and restricted cash at beginning of period | 530 | 1,397 |
Cash, cash equivalents and restricted cash at end of period | 688 | 530 |
Supplemental cash flow information | ||
Cash paid for interest expense | 1,240 | 1,175 |
Supplemental disclosure of non-cash investing and financing activities | ||
PIK payment of preferred stock dividend | (1,268) | (407) |
Deferred financing costs recorded in accounts payable | 0 | 55 |
Capital expenditures financed through debt | 0 | 53 |
Decrease in fair value of contingent earn-out payable for restructuring of contingent earn-out payable | 0 | (891) |
Increase in long-term debt for restructuring of contingent earn-out payable | 0 | 891 |
Long-term debt exchanged for preferred stock | 0 | (12,865) |
Decrease in other accrued liabilities (accrued interest) for preferred stock exchange | $ 0 | $ (390) |
Business Description
Business Description | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Business Description | BUSINESS DESCRIPTION Unless the context otherwise requires, references in the Notes to 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. The Company’s corporate headquarters is located at Glenbrook's offices in Oakdale, Minnesota, a suburb of St. Paul. |
Going Concern, Liquidity and Ca
Going Concern, Liquidity and Capital Resources | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern, Liquidity and Capital Resources | GOING CONCERN, 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 2018 . We have incurred significant operating losses in recent years and, as of December 31, 2018 , we had an accumulated deficit of approximately $92.4 million . Working capital has remained negative over the past several years. Cash used in operating activities, while improved over 2017 , remains negative, which has required us to generate funds from investing and financing activities. At December 31, 2018 , we had outstanding debt of approximately $11.7 million . These factors raise substantial doubt about the Company's ability to continue as a going concern. 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 December 31, 2018, we had outstanding debt totaling approximately $11.7 million . Our debt primarily included (i) $3.7 million principal outstanding on KBS’s $4.0 million revolving credit facility under a loan and security agreement (as amended, the “KBS Loan Agreement”) with Gerber Finance Inc. (“Gerber Finance”), and $3.0 million principal outstanding under a loan and security agreement with Gerber Finance used to finance the acquisition of EBGL (as amended, the “Acquisition Loan Agreement”), and (ii) $2.8 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 debt with related parties which includes (i) $1.4 million of unsecured promissory notes with Lone Star Value Co-Invest I, LP ("LSV Co-Invest I") , with interest payable semi-annually at a rate of 10.0% per annum (LSV Co-Invest I may elect to receive interest in-kind at a rate of 12.0% per annum), with any unpaid principal and interest due on January 12, 2020 (“LSVI Co-Invest I Notes Payable”, otherwise referred to herein and defined below as the LSV Co-Invest I January Note and LSV Co-Invest I June Note) (ii) $0.3 million of unsecured promissory notes with Lone Star Value Management, LLC (" LSVM ") , with interest payable annually at a rate of 10.0% per annum (LSVM may elect to receive any interest payment entirely in-kind at a rate of 12.0% per annum), with any unpaid principal and interest due on November 30, 2020 ("LSVM Note"), and (iii) a $0.3 million unsecured promissory note with Digirad Corporation ("Digirad")(NASDAQ: DRAD), with interest payable at 10.0% per annum for the first 12 months of its term, and at 12.0% per annum for the remaining 12 months, with any unpaid principal and interest due on December 14, 2020. 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, 2017, 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, 2017 was $1.9 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, 2017. In August 2017, Gerber Finance provided us with a waiver for these events. As of December 31, 2018, KBS was not in compliance with the financial covenants under the KBS Loan Agreement 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. In addition, the Company and Gerber Finance agreed to eliminate the minimum leverage ratio covenant for years after 2018. As of December 31, 2018, EBGL was not in compliance with the following covenants under the Premier Loan Agreement: (i) requirement to maintain a Debt Service Coverage Ratio for the calendar year of at least 1.0 ; and (ii) a requirement to deliver the Company's fiscal year-end audited financial statements within 120 days of the end of each calendar year. The occurrence of any event of default under the Premier Loan Agreement may result in EBGL’s obligations under the Premier Loan Agreement becoming immediately due and payable. In April 2019, we obtained a waiver from Premier Bank for these events through August 1, 2019 (the current maturity date of the Premier Loan Agreement). If the Company fails to comply with any financial covenants under our loan agreements with Gerber Finance or Premier Bank going forward, the applicable lender(s) may demand the repayment of the credit facilities amount outstanding and any unpaid interest thereon. We have 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 implemented a new dynamic pricing model for 2018 , which was 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 $0.1 million 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 $0.1 million 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 $11.0 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 19 , in September 2017 , we converted $13.3 million of the Company’s outstanding debt, including accrued interest, to the Company's 10.00% Series B Cumulative Preferred Stock ("Series B Stock"); • As discussed in Note 16 , in January 2018 and in June 2018 , the Company issued unsecured promissory notes in the principal amounts of $0.5 million and $0.9 million , respectively, 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 their real estate properties (see further discussion in Note 26 ) ; 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') (NASDAQ: DRAD) . Under the terms contemplated in the LOI, ATRM stockholders would have received 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 26 for additional information). Although the LOI expired by its terms on December 31, 2018, Digirad and ATRM have had additional discussions regarding the terms and conditions of a proposed transaction and the consideration to be paid for ATRM shares. The parties are currently discussing that the consideration would not be Digirad shares of common stock, but some other form of security. In addition, on May 15, 2019, Digirad and ATRM entered into an Agreement which provides that, in the event the ATRM Acquisition does not close on or prior to December 31, 2019, ATRM will reimburse Digirad of certain consulting and related fees paid by Digirad on behalf of ATRM. We anticipate the ATRM Acquisition to close in the third quarter of 2019; however, the parties have not reached any definitive agreement, and there can be no assurance regarding timing of completion of regulatory approvals, which could delay timing of the closing and any ATRM Acquisition would remain subject to the satisfaction of customary closing conditions. Our historical operating results indicate substantial doubt exists related to the Company’s ability to continue as a going concern. 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, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation Policy: The 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. Use of Estimates: The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (" GAAP ") requires management to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Significant estimates include those related to revenue recognition, allowance for doubtful accounts; asset lives used in computing depreciation and amortization; valuation of inventories, contingent consideration, intangible assets and other long-lived assets, deferred income taxes, warranty obligations, health insurance expense accruals and accruals for contingencies, including legal matters. Such estimates require significant judgment. At the time they are made, such estimates are believed to be reasonable when considered in conjunction with our consolidated financial position and results of operations taken as a whole. However, actual results could differ from those estimates and such differences may be material to the Consolidated Financial Statements. Cash, Cash Equivalents and Restricted Cash: At times, we may invest a portion of our cash reserves in cash equivalents, which are highly liquid investments with a maturity of three months or less when purchased. We may maintain our cash and cash equivalents in accounts that, at times, may exceed the insurance limits of the Federal Deposit Insurance Corporation. Restricted cash represents amounts the Company has on deposit with Gerber Finance from time-to-time as additional collateral to support borrowing under the KBS revolving line of credit facility, as well as funds kept on deposit with INTL FC Stone related to our lumber commodity hedging program. Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of losses that may result from uncollectable accounts receivable. We determine the allowance based on an analysis of individual accounts and an evaluation of the collectability of our accounts receivable in the aggregate based on factors such as the aging of receivable amounts, customer concentrations, historical experience, and current economic trends and conditions. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. We do not have any off-balance sheet credit exposure related to our customers. Inventories: Inventories consist primarily of lumber and other commodity-type building materials and are valued at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Inventories include work in process and finished goods not yet delivered. Direct and indirect costs incurred on contracts in process, such as direct and indirect materials, labor and overhead are capitalized to inventory. Materials purchased, and costs incurred for specific contracts are recorded in cost of sales when the related contract revenue is recognized. We adjust our inventories for excess and obsolete items by reducing their carrying values to estimated net realizable value based upon assumptions about future product demand. Property, Plant and Equipment: Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. Estimated useful lives are as follows: buildings and improvements - 30 years; machinery and equipment - 3 to 7 years. Leasehold improvements will be depreciated over the shorter of lease term or economic life. When assets are sold or retired, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recorded. Leasehold improvements are depreciated over the shorter of the lease or economic life. Maintenance and repairs are expensed as incurred and major improvements are capitalize d . Impairment of Goodwill and Indefinite-Lived Intangible Assets: Goodwill and other intangible assets with indefinite lives, such as trademarks, are assessed annually in order to determine whether their carrying value exceeds their fair value. In addition, they are tested on an interim basis if an event occurs or circumstances change between annual tests that would more likely than not reduce their fair value below carrying value. If we determine the fair value of goodwill or other indefinite-lived intangible assets is less than their carrying value, an impairment loss is recognized. Impairment losses, if any, are reflected in operating income or loss in the period incurred. The Company performs its annual tests of goodwill and trademarks during the second quarter of each fiscal year. See Notes 9 and 13 . Impairment of Long-Lived Assets with Finite Lives: Long-lived assets held and used by us which have finite lives, including fixed assets and purchased intangible assets, are assessed for impairment whenever an event or change in circumstances indicates that the carrying value of the asset may not be fully recoverable. Recoverability is determined based on an estimate of undiscounted future cash flows resulting from the use of an asset and its eventual disposition. An impairment loss is measured by comparing the fair value of the asset to its carrying value. If we determine the fair value of an asset is less than the carrying value, an impairment loss is incurred. Impairment losses, if any, are reflected in operating income or loss in the period incurred. We did not record any impairment charges related to long-lived assets with finite lives during 2018 or 2017 . Revenue Recognition: KBS manufactures both single-family residential homes as well as commercial structures. Commercial structures, which include multi-unit residential buildings such as apartment buildings, condominiums, townhouses, and dormitories as well as commercial structures such as hospitals and office buildings are manufactured to customer specifications and may take up to several months to complete. Under commercial contracts the Company manufactures, delivers and sets the modular units on the foundation with little or no final on-site work required (which includes on-site electrical, plumbing or heating and air conditioning services). Generally, KBS’s contracts for residential homes do not include site work, which is typically performed by independent builders, and the homes are generally delivered and set on the foundation within a few days after being manufactured. EdgeBuilder manufactures structural wall panels and permanent wood foundations pursuant to commercial construction contracts. These wall panels and wood foundation systems are manufactured in EdgeBuilder’s factory and delivered to its customers’ construction sites in accordance with the contractual delivery schedule. Many of EdgeBuilder’s wall panel construction contracts span multiple months. Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. Returns on retail sales are recognized at the point of return. The Company's historic accounting practice under FASB ASC Topic 605, Revenue Recognition ("ASC 605") was to apply the percentage of completion method. Percentage of completion is determined using a units-of-production methodology based on modules delivered in accordance with the terms of the contract (KBS) and cost-to-cost method with cost determined based on costs incurred to date related to each performance obligation identified in the wall panel (EBGL) contracts. Effective January 1, 2018, the Company adopted FASB ASC Topic 606, Revenue From Contracts With Customers ("ASC 606") - see further discussion in Note 5. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company's policy is to record revenue when control of the goods transfers to the customer. Net sales are comprised of gross revenues from sales of products less trade discounts and rebates. Warranty Costs: KBS provides a limited warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EBGL provides a limited warranty on the sale of its wood foundation products that covers leaks resulting from defects in workmanship for a period of twenty-five years. Estimated warranty costs are accrued in the period that the related revenue is recognized. Accrued warranty costs are included in the caption “Other accrued liabilities” in our consolidated balance sheet. See Note 14 . Self-Insurance Costs: During 2017 and for the first six months of 2018, we maintained a self-insurance program for a portion of our employee health care costs. Self-insurance costs were accrued based on actual reported claims plus an estimate of claims incurred but not yet reported. The portion of the accrual related to unreported claims was estimated based on an analysis of historical claims experience and other assumptions. On July 1, 2018, the Company ended the self-insurance program and became fully insured. Accrued health insurance costs are included in the caption “Other accrued liabilities” in our consolidated balance sheet. See Note 14 . Income Taxes: We record income tax expense or benefit based on our estimate of the effective tax rates for the jurisdictions in which we do business. Deferred tax assets are recognized for deductible temporary differences and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We assess our income tax positions for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recorded. Interest expense associated with income taxes, if any, is classified as income tax expense. See Note 23 for additional information regarding income taxes. Loss Per Common Share: Basic income (loss) per common share is computed by dividing income (loss) by the weighted-average number of common shares outstanding during each period. Diluted income per share is computed by dividing income by the weighted-average number of common shares and common equivalent shares using the treasury stock method. Common equivalent shares include shares issuable upon the assumed exercise of stock options, vesting of restricted shares, and the conversion of convertible securities. For periods that include a loss, the computation of diluted loss per share excludes the impact of common equivalent shares because they would be antidilutive and diluted loss per share is therefore the same as basic loss per share. Share-Based Compensation: We measure and recognize share-based compensation using the fair value method. See Note 20 for additional information regarding share-based compensation and our stock-based compensation plans. Fair Value Measurements: We measure fair value for financial reporting purposes based on a framework that prioritizes the inputs used to measure fair value for three broad categories of financial assets and liabilities as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The carrying amounts of our cash equivalents, restricted cash, accounts receivable and estimated profit, other current assets, trade accounts payable and accrued expenses at December 31, 2018 and 2017 approximate fair value due to the short-term maturities of these instruments. Derivative Instruments: The Company uses derivative financial instruments (exchange-traded futures contracts, put options and call options) to manage a portion of the risk associated with changes in commodity prices specifically related to lumber. The Company monitors and manages this exposure as part of its overall risk management policy. As such, the Company seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results by taking hedging positions in these commodities. While the Company attempts to link its hedging activities to purchase and sale activities, there are situations in which these hedging activities can themselves result in losses. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The Company accounts for its derivative activities under the provisions of ASC 815, Derivatives and Hedging (ASC 815). ASC 815 establishes accounting and reporting requirements requiring every derivative instrument be recorded on the balance sheet as either an asset or liability measured at fair value. Derivative instruments with settlement dates within one year are included in current assets or liabilities, whereas derivative instruments with settlement dates exceeding one year are included in non-current assets or liabilities. The Company calculates a net asset or liability for current and non-current derivative instruments for each counterparty based on the settlement dates within the respective contracts. The changes in fair value of these derivative financial instruments are recognized in current period earnings as the Company does not use hedge accounting. See Note 10 for additional information regarding derivatives. Contingent Earn-outs: We record contingent earn-outs received in business divestitures and contingent earn-outs given in acquisitions at their estimated fair values. Adjustments to fair value are recorded in current period earnings. We determine the fair value of contingent earn-out consideration (both receivable and payable) using discounted cash flow techniques based on all information available to us at the time, including estimates, assumptions and judgments we believe to be reasonable under the circumstances. Actual amounts realized or paid may differ from those estimated. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Recently Issued and Adopted Accounting Pronouncements | RECENTLY ISSUED AND ADOPTED ACCOUNTING PROUNOUNCEMENTS Recently Adopted In May 2017, the Financial 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. We adopted this ASU on January 1, 2018, and there were no material impacts on the Company’s results based on the adoption of this update. Recently Issued In August 2018, the FASB issued ASU No. 2018-13 (ASU 2018-13), which eliminates disclosures, modifies existing disclosures and adds new Fair Value disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for annual and interim reporting periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact the adoption of this ASU will have on the Company’s consolidated financial statements. In July 2018, the FASB issued ASU 2018-09, "Codification Improvements", which does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different FASB ASC areas based on comments and suggestions made by various stakeholders. Certain updates are applicable immediately while others provide for a transition period to adopt as part of the next fiscal year beginning after December 15, 2018. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in its balance sheet a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term. The new standard is effective for the company on January 1, 2019. The amendments should be applied either at the beginning of the earliest period presented using a modified retrospective approach or as of the adoption date using a modified retrospective approach. The Company will adopt the standard effective January 1, 2019 and has chosen to use the effective date as our date of initial application. The new standard provides a number of optional practical expedients in transition. The Company has elected to apply the ‘package of practical expedients’ which allow us to not reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company has also elected to apply i) the practical expedient which allows us to not separate lease and non-lease components, and (2) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard. The Company expects that adoption of this standard will add a right to use asset of $0.7 million and an additional lease liability of $0.7 million The Company does not expect a material impact to the consolidated statement of operations or cash flows. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." This new standard replaced most existing revenue recognition guidance in U.S. GAAP and codified guidance under FASB ASC Topic 606 Revenue from Contracts with Customers ("ASC 606"). The underlying principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration that the entity expects to be entitled to receive in exchange for those goods or services. The Company adopted ASU No. 2014-09 as of January 1, 2018 using the modified retrospective method. Under this method, results for the reporting period beginning after January 1, 2018 are presented under ASC 606, while prior period amounts continue to be reported in accordance with the Company's historic accounting practices under FASB ASC Topic 605, Revenue Recognition ("ASC 605"). In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company's policy is to record revenue when control of the goods transfers to the customer. Net sales are comprised of gross revenues from sales of products less trade discounts and rebates. The Company's historic accounting practice under ASC 605 was to apply the percentage of completion method. Percentage of completion is determined using a units-of-production methodology based on modules delivered in accordance with the terms of the contract (KBS) and cost-to-cost method with cost determined based on costs incurred to date related to each performance obligation identified in the wall panel (EBGL) contracts. Under ASC 606, it was determined that since the Company does not meet the criteria to recognize revenue over time, point in time revenue recognition should be applied. While the Company had previously recognized revenue upon delivery, it had also applied the uncompleted construction contract accounting to record a "Costs" and estimated profit in excess of billings and a "Billings" in excess of costs and estimated profit amount each reporting period. With the adoption of ASC 606, recording estimates of completion by specific contract activity will no longer be required. The Company’s contracts do not offer a right to return any of the products sold unless covered under the assurance-type warranty offered. Assurance-type warranties provide a customer with assurance that the related product will function as the parties intended because it complies with agreed-upon specifications. Such warranties do not represent a separate performance obligation. The Company does not offer additional service-type warranties for its products. Costs incurred to obtain a customer contract are not material to the Company for the KBS or EBGL revenue streams. The Company elected to apply the practical expedient to not capitalize costs to obtain contracts with a duration of one year or less, which are expensed and included within Cost of sales in the Consolidated Statements of Operations. The Company generally requires deposits prior to the start of production of customer orders. The Company will not finance any part of the sale. The full balance is due upon delivery. Below is a summary of deposits utilized during the year by operating segment: Modular Home Manufacturing Structured Wall Panel Manufacturing Total (in thousands) January 1, 2018 $ 682 $ 300 $ 982 Revenue recognized that was included in deposit at beginning of period (682 ) (300 ) (982 ) Increase due to cash received, excluding amounts recognized as revenue during the period 180 4 184 December 31, 2018 $ 180 $ 4 $ 184 The Company has expanded its financial statement disclosures as required by this new standard. See Note 25 , "Operating Segments" for additional disclosures provided as a result of this ASU. A summary of the amount by which each financial statement line item was affected in the current reporting period by ASC 606 as compared with the guidance that was in effect prior to adoption is set forth in the tables below: Impact of ASC 606 Adoption on Consolidated Balance Sheet as of December 31, 2018 (in thousands) As reported under ASC 606 Adjustments Balances without adoption of ASC 606 Inventory $ 1,790 $ (201 ) $ 1,589 Costs and estimated profit in excess of billings — 186 186 Billings in excess of costs and estimated profit — 972 972 Customer deposits 184 184 — Impact of ASC 606 Adoption on Consolidated Statement of Cash Flows for the twelve months ended December 31, 2018 (in thousands) As reported under ASC 606 Adjustments Balances without adoption of ASC 606 Inventory $ (505 ) $ 201 $ (304 ) Costs and estimated profit in excess of billings 565 (186 ) 379 Billings in excess of costs and estimated profit (983 ) (972 ) (1,955 ) Customer deposits 184 184 — |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | CASH, CASH EQUIVALENTS AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows (in thousands): December 31, 2018 2017 Cash and cash equivalents $ 187 $ 48 Restricted cash 501 482 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows $ 688 $ 530 In fiscal 2018, amounts included in restricted cash represent $0.5 million on deposit with Gerber Finance from time-to-time as additional collateral to support borrowing under the KBS loan agreement and an additional $30.9 thousand on deposit with INTL FC Stone related to our lumber commodity hedging program. In fiscal 2017, Amounts included in restricted cash represent $0.4 million on deposit with Gerber Finance from time-to-time as additional collateral to support borrowing under the KBS loan agreement and an additional $50.0 thousand on deposit with INTL FC Stone related to our lumber commodity hedging program. |
Contingent Earn-Out Receivable
Contingent Earn-Out Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Contingent Earn-out Receivable | |
Contingent Earn-Out Receivable | CONTINGENT EARN-OUT RECEIVABLE On April 22, 2014, we entered into an Agreement (the “BSA Agreement”) with Boston Semi Equipment LLC (“BSE”) and Boston Semi Automation LLC (“BSA”), a wholly owned subsidiary of BSE, pursuant to which we transferred our assets and certain liabilities related to our business of designing, manufacturing, marketing and servicing equipment used in the handling of integrated circuits (“test handler product line”) to BSA. The BSA Agreement provides that BSA will pay to ATRM a royalty on all revenue related to the test handler product line through December 31, 2018. Royalties earned are subject to certain qualifications and adjustments. The royalty percentage was 12% as of the quarter ended December 31, 2015 and decreases 0.75% each quarter thereafter. Royalty payments are due 60 days after the end of each calendar quarter. We received payments totaling approximately $0.4 million and $0.5 million for the year ended December 31, 2018 and 2017 , respectively. The contingent earn-out receivable totaled approximately $63.0 thousand and $0.4 million at December 31, 2018 and 2017 , respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are comprised of the following (in thousands): December 31, 2018 2017 Land $ 858 $ 858 Buildings and improvements 2,763 2,763 Equipment 2,028 1,946 Less: accumulated depreciation (1,518 ) (1,111 ) Property, plant and equipment, net $ 4,131 $ 4,456 Depreciation expense was $0.4 million in fiscal 2018 and 2017 , respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Financial assets and liabilities reported at fair value on a recurring basis include the following (in thousands): December 31, 2018 2017 Lumber derivative contracts (Level 1) $ 5 $ 9 Contingent earn-out receivable (based on Level 3 inputs): Current portion $ 63 $ 373 Noncurrent portion — 61 Total $ 63 $ 434 Our Level 1 assets (lumber derivative contracts) fair value is based upon quoted market prices and is included in other current assets in the Consolidated Balance Sheet. 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 361 — Add - net decrease based on re-assessments — 76 Subtract - settlements (488 ) — Subtract - amendment — 891 Balance at December 31, 2017 434 — Add – adjustment based on re-assessments 8 — Subtract - settlements (379 ) — Balance at December 31, 2018 $ 63 $ — (1) Earn-out receivable related to the transfer of our test handler product line in 2014 (see Note 7 ). (2) Earn-out payable related to the EBGL Acquisition in 2016. This liability is now complete with no potential residual payables. Quantitative information about Level 3 fair value assets and liabilities measured on a recurring basis at December 31, 2018 is summarized in the table below: Fair Value Asset/Liability Valuation Technique Unobservable Input Unobservable Input Amount Contingent earn-out receivable related to transfer of test handler product line Discounted cash flow Total actual revenue for the remaining royalty period Discount rate $6.9 million 2.41% Quantitative information about Level 3 fair value assets measured on a recurring basis at December 31, 2017 is summarized in the table below: Fair Value Asset/Liability Valuation Technique Unobservable Input Unobservable Input Amount Contingent earn-out receivable related to transfer of test handler product line Discounted cash flow Total actual revenue for the remaining royalty period Discount rate $6.9 million 2.41% to 2.64% There were no Level 3 fair value assets or liabilities measured on a nonrecurring basis at December 31, 2018. Quantitative information about Level 3 fair value assets and liabilities measured on a nonrecurring basis at December 31, 2017 is summarized in the table below: Fair Value Asset/Liability Valuation Technique Unobservable Input Unobservable Input Amount Goodwill Discounted cash flow Projected annual revenue Annual revenue growth rate Discount rate $17.5 million 3.0% to 7.1% 13.6% Financial assets reported at fair value on a nonrecurring basis include the following (in thousands): Years ended December 31, 2017 Fair Value (Level 3) Total Gains and (Losses) (1) Goodwill $ — $ (3,020 ) (1) We recorded a goodwill impairment charge of approximately $3.0 million in year 2017 in connection with the write-off of EBGL goodwill to its fair value of $0 (see Note 13 ). The following table summarizes the activity for our Level 3 assets measured on a nonrecurring basis (in thousands): Goodwill (1) Balance at December 31, 2016 3,020 Subtract - EBGL goodwill impairment recorded at June 30, 2017 (included in earnings) (3,020 ) Balance at December 31, 2017 $ — (1) For more information regarding Goodwill, see Note 13 . |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES The Company occasionally enters into lumber derivative contracts in order to protect its gross profit margins from fluctuations caused by volatility in lumber prices. At December 31, 2018, the Company had long positions of 1,110,000 board feet under ten different lumber derivatives call contracts and had a short position of 1,100,000 board feet under ten different lumber derivatives put contracts with a net fair value of $5.1 thousand , which is included in other current assets. At December 31, 2017, the Company had a net long (buying) position of 330,000 board feet under three lumber derivatives contracts with a fair value of $5.2 thousand which is included in other current assets. In addition, at December 31, 2017, the Company has a long position of 1,100,000 board feet under ten different lumber derivative call contracts and has a short position of 1,100,000 board feet under ten different lumber derivative put contracts, with a net fair value of $3.9 thousand which is also included in other current assets. The Company had restricted cash on deposit with the broker totaling $30.9 thousand and $52.3 thousand at December 31, 2018 and December 31, 2017, respectively. Gains (losses) from derivative instruments, none of which are designated as hedging instruments, are recorded in cost of sales in the Company’s statements of operations and included the following (in thousands): December 31, 2018 December 31, 2017 Realized (loss) gain, net $ (60 ) $ 37 Unrealized (loss) gain, net (9 ) 6 Total $ (69 ) $ 43 |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, Net | ACCOUNTS RECEIVABLE, NET Accounts receivable are comprised of the following (in thousands): December 31, 2018 2017 Contract billings $ 3,094 $ 3,751 Retainage 308 274 Subtotal 3,402 4,025 Less - allowance for doubtful accounts (113 ) (185 ) Accounts receivable, net $ 3,289 $ 3,840 Retainage balances are expected to be collected within the next twelve months. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventory is comprised of the following (in thousands): December 31, 2018 2017 Raw materials $ 1,438 $ 1,285 Work-in-process 352 — Inventories, net $ 1,790 $ 1,285 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Intangible assets are comprised of the following (in thousands): December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite-lived intangible assets: Trademarks $ 394 $ — $ 394 $ 394 $ — $ 394 Total 394 — 394 394 — 394 Finite-lived intangible assets: Customer relationships 2,097 (1,217 ) 880 2,097 (902 ) 1,195 Purchased backlog — — — 1,290 (1,290 ) — Total 2,097 (1,217 ) 880 3,387 (2,192 ) 1,195 Total intangible assets $ 2,491 $ (1,217 ) $ 1,274 $ 3,781 $ (2,192 ) $ 1,589 The following table summarizes the activity for Goodwill (in thousands): Goodwill Balance at December 31, 2016 $ 3,020 Subtract - EBGL goodwill impairment recorded at June 30, 2017 (included in earnings) (3,020 ) Balance at December 31, 2017 $ — The Company performed an annual assessment of goodwill during the second quarter of 2017. Since the acquisition of EBGL in 2016, EBGL’s operating results had lagged behind management’s expectations. Rising lumber costs and other factors had 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. Amortization expense amounted to approximately $0.3 million and $0.5 million in 2018 and 2017 , respectively. Estimated amortization of purchased intangible assets is as follows over the next five years (in thousands): 2019 $ 316 2020 315 2021 164 2022 85 2023 — Thereafter — Total $ 880 |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | OTHER ACCRUED LIABILITIES Other accrued liabilities are comprised of the following (in thousands): December 31, 2018 2017 Accrued taxes (1) $ 1,815 $ 1,562 Accrued dividend payable 373 — Accrued interest expense 224 20 Accrued sales rebates 141 420 Accrued health insurance costs 67 285 Accrued warranty 56 50 Other 21 33 Total other accrued liabilities $ 2,697 $ 2,370 (1) Primarily includes accrued sales and use taxes. The following table summarizes product warranty expense accruals and settlements for the two years ended December 31, (in thousands): Accrual balance at beginning of year Accruals for warranties Settlements made Accrual balance at end of year 2018 $ 50 $ 6 $ — $ 56 2017 49 91 (90 ) 50 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTES PAYABLE As of December 31, 2018 , we had outstanding revolving lines of credit of approximately $6.5 million . Our notes payable primarily included (i) $3.7 million principal outstanding on KBS’s $4.0 million revolving credit facility under the KBS Loan Agreement and (ii) $2.8 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 December 31, 2018, approximately $3.7 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 $3.7 million on the Consolidated Balance Sheet. On June 30, 2017, the parties to the Acquisition 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 Lone Star Value Investors, LP ("LSVI") and LSV Co-Invest I (see discussion below). 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, Chairman of the Company's Board of Directors (the "Board"), 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 over advances. 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 Finance 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 over advances 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 Finance 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. As of December 31, 2018 and 2017, 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. In addition obtaining a waiver for these covenants, the Company and Gerber Finance agreed to eliminate the minimum leverage ratio covenant for fiscal years after 2018 (see further discussion in Note 26 ). The Company currently projects that it will be in compliance with the covenant requiring no net annual post-tax loss for KBS. 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 with Gerber Finance 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 a Revolving Credit Loan Agreement (the “Premier Loan Agreement”) with Premier Bank (“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. As of December 31, 2018, EBGL was not in compliance with the following covenants under the Premier Loan Agreement: (i) requirement to maintain a Debt Service Coverage Ratio for the calendar year of at least 1.0 ; and (ii) a requirement to deliver the Company's fiscal year-end audited financial statements within 120 days of the end of each calendar year. The occurrence of any event of default under the Premier Loan Agreement may result in EBGL’s obligations under the Premier Loan Agreement becoming immediately due and payable. In April 2019, we obtained a waiver from Premier Bank for these events through August 1, 2019 (the current maturity date of the Premier Loan Agreement). If the Company fails to comply with any financial covenants under our loan agreements with Gerber Finance or Premier Bank going forward, the applicable lender(s) may demand the repayment of the credit facilities amount outstanding and any unpaid interest thereon. 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 Company's 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 | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt is comprised of the following (in thousands): December 31, 2018 2017 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), supported by pledge agreement between LSVI and Gerber Finance of up to $3 million plus additional fees $ 3,000 $ 3,000 Promissory note 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 January 12, 2020 909 — Promissory note 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 January 12, 2020 528 — Promissory note payable to LSVM (a Related Party), unsecured, interest of 10.0% per annum (12% per annum PIK Interest) payable annually, with any unpaid principal and interest due on November 30, 2020 300 — Digirad (a Related Party) unsecured promissory note, 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 275 — Vehicle financing, interest at 5.9% per annum, due June 20, 2023 79 — EBGL computer equipment and software financing, secured by underlying assets, interest at 9.0% per annum, payable in monthly installments of $1,105 per month, through May 2022 39 48 KBS software installment payment agreement, unsecured, interest at 8.0% per annum, payable in monthly installments of $1,199 through September 2020 21 35 Revolving equipment credit line, unsecured 10 12 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 — 1,034 Total long-term debt 5,161 4,129 Current portion (3,048 ) (1,068 ) Noncurrent portion $ 2,113 $ 3,061 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. 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. 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. 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 . 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. As of December 31, 2018, the Company was not in compliance with certain covenants with its Gerber promissory note totaling $3 million . These covenant breaches include: debt service coverage ratio and timely reporting of financial statements. The Company received a waiver for these covenant breaches through December 31, 2018 . The waiver was dated as of June 25, 2019 . 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 Lone Star Value Investors GP, LLC ("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 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. 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. 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 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 10.0% Series B Cumulative Preferred 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, along with accrued interest (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 19 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. 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 Securities and Exchange Commission ("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 1,067,855 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 Company's Board, is 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 LSVI. 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 above). 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. 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 (defined also above “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 , the LSV Co-Invest I Notes Payable. 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. 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. Future maturities of long-term debt are summarized below: 2019 $ 3,048 2020 2,048 2021 28 2022 21 2023 16 Total long-term debt $ 5,161 |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2018 | |
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. 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. |
Leases And Rent Expense
Leases And Rent Expense | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Leases And Rent Expense | LEASES AND RENT EXPENSE EBGL leases its facilities in Oakdale, Minnesota and Prescott, Wisconsin. These facilities are being leased from limited liability companies controlled by two owners of the EBGL Sellers who are shareholders of ATRM. Neither shareholder is a director nor an officer of ATRM, and, to our knowledge, does not own more than 10% of our common stock. These lease agreements provide for monthly base rents totaling $22,135 as of December 31, 2018 and expire on September 30, 2021 , with an option to renew for an additional five -year period. As of December 31, 2018 , future minimum lease payments under operating leases were as follows (in thousands): 2019 $ 267 2020 272 2021 207 2022 — 2023 — Total minimum lease payments $ 746 Rent expense, including facility and various short-term equipment operating leases, was as follows (in thousands): Years ended December 31, 2018 2017 Paid to companies controlled by certain shareholders $ 294 $ 278 Paid to others 43 53 Total rent expense $ 337 $ 331 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity | EQUITY Preferred Stock 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). Upon the occurrence of four accumulated, accrued and unpaid defaults by the Company of its obligation to pay dividends (either in cash or in-kind) on the Series B Stock in full for each quarterly dividend period, whether consecutive or non-consecutive, until the Company has paid all accumulated accrued and unpaid dividends in full and has paid accrued dividends for the two most recently completed quarterly dividend periods in full in a timely manner, (i) the dividend rate will increase to 12.0% per annum and (ii) the size of the Board will be increased by two directors and the holders of Series B Stock (together with the holders of any class of shares with similar rights) will have the right to elect two directors to the Board. The terms of such directors will terminate, and the size of the Board will decrease accordingly, once the voting rights terminate. Additionally, the Company is not permitted to take certain corporate actions without the approval of holders of at least 2/3 of the shares of Series B Stock (together with the holders of any class of shares with similar rights), including: (i) any amendment, alteration or repeal of any of the provisions of the Company’s Articles of Incorporation or the Statement of Designation that materially and adversely affects the rights, preferences or voting power of the Series B Stock; (ii) a statutory share exchange that affects the Series B Stock, or a merger or consolidation, unless each share of Series B Stock remains outstanding without material and adverse change to its terms, voting powers, preferences and rights, or is converted or exchanged into preferred shares with identical rights; (iii) authorize, reclassify, or create, or increase the authorized amount of, any shares senior to or on a parity with the Series B Stock, or any security convertible into or exchangeable for shares senior to or on a parity with the Series B Stock; and (iv) an increase to the size of the Board above five directors other than under the terms of the Statement of Designation. The Series B Stock does not vote together with the Company’s common stock or have any other voting rights except as set forth in the Statement of Designation. On December 4, 2017, the board of directors of the Company declared a 4 -for-1 stock split (“Stock Split”) of the Company’s Series B Stock. Unless otherwise noted, all share and per-share data included in these Consolidated Financial Statements with respect to the Series B Stock have been adjusted to give effect to the Stock Split. In addition, the number of shares subject to, and the exercise price of, the Company’s outstanding options were adjusted to reflect the Stock Split. 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. |
Stock Incentive Plans and Share
Stock Incentive Plans and Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans and Share-Based Compensation | STOCK INCENTIVE PLANS 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. On October 19, 2016, ATRM granted 30,000 restricted shares of the Company’s common stock to its Chief Executive Officer and two former Chief Financial Officers ( 10,000 shares each). The shares vested 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 $53.8 thousand for the twelve months ended December 31, 2017 , and is included in the caption “Selling, general and administrative expenses” in our Consolidated Statement of Operations. On December 18, 2017, ATRM granted 70,000 shares of the Company's common stock to its directors and its Chief Financial Officer ( 10,000 shares each). The shares vested one year after the grant date and the fair value of the awards was determined to be $1.18 per share, the closing price of our common stock on the grant date. Compensation expense related to these grants amounted to approximately $80.6 thousand and $3.1 thousand for the twelve months ended December 31, 2018 and 2017, respectively, and is included in the caption "Selling, general and administrative expenses" in our Consolidated Statement of Operations. On December 12, 2018, ATRM granted 70,000 shares of the Company's common stock to its directors, its Chief Executive Officer and Chief Financial Officer ( 10,000 shares each) and granted 40,000 additional shares of the Company's common stock to each member of the Board of Director's Special Committee ( 10,000 shares each). The shares vested one year after the grant date and the fair value of the awards was determined to be $0.20 per share, the closing price of our common stock on the grant date. Compensation expense related to these grants was not material and is included in the caption "Selling, general and administrative expenses" in our Consolidated Statement of Operations. |
Tax Benefit Preservation Plan _
Tax Benefit Preservation Plan / Preferred Stock Rights | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Tax Benefit Preservation Plan / Preferred Stock Rights | TAX BENEFIT PRESERVATION PLAN / PREFERRED STOCK RIGHTS As of December 31, 2018 , ATRM had federal net operating loss carryforwards (“NOLs”) of approximately $104.7 million and state NOLs of approximately $23.3 million . Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), imposes an annual limitation on the amount of taxable income that may be offset by a corporation’s NOLs if the corporation experiences an “ownership change” as defined in Section 382 of the Code. An ownership change occurs when the corporation’s “5-percent shareholders” (as defined in Section 382 of the Code) collectively increase their ownership in the corporation by more than 50 percent age points (by value) over a rolling three-year period. Additionally, various states have similar limitations on the use of state NOLs following an ownership change. On February 13, 2014, to protect the tax benefits of ATRM’s NOLs, the Board adopted a Tax Benefit Preservation Plan (the “Rights Plan”) that generally was designed to deter any person from acquiring shares of ATRM’s common stock if the acquisition would result in such person beneficially owning 4.99% or more of the common stock without the approval of the Board. In connection with the adoption of the Rights Plan, on February 13, 2014, the Board authorized and declared a dividend distribution of one right for each outstanding share of ATRM’s common stock to stockholders of record as of the close of business on February 24, 2014. Each right entitled the registered holder to purchase from the Company one one-thousandth of a share of Series B Stock, par value $0.001 per share, of the Company at an exercise price of $30.00 per one one-thousandth of a Preferred Share, subject to adjustment. Subject to certain exceptions specified in the Rights Plan, the rights were to separate from ATRM’s common stock and become exercisable following (i) the 10t h business day (or such later date as may be determined by the Board) after the public announcement that an acquiring person had acquired beneficial ownership of 4.99% or more of ATRM’s common stock or (ii) the 10t h business day (or such later date as may be determined by the Board) after a person or group announced a tender or exchange offer that would have resulted in ownership by a person or group of 4.99% or more of ATRM’s common stock. Additionally, at any time after the date on which an acquiring person beneficially owned 4.99% or more, but less than 50% , of ATRM’s common stock, the Board was permitted to exchange the rights (except for rights that were voided due to their beneficial ownership by an acquiring person or group), in whole or in part, for shares of ATRM’s common stock at an exchange ratio of one share per right (subject to adjustment), or in certain circumstances, cash or other securities of the Company having a value approximately equal to one share. The operation of the Rights Plan could have caused substantial dilution to a person or group that acquired 4.99% or more of the Company’s common stock on terms not approved by the Board. The adoption of the Rights Plan had no impact on the Company’s consolidated financial statements for fiscal years 2018 or 2017 . No rights were exercisable at December 31, 2018 . The Rights Plan expired on February 13, 2017. |
Employee Savings 401(K) Plan
Employee Savings 401(K) Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Savings 401(k) Plan | EMPLOYEE SAVINGS 401(k) PLAN ATRM has a 401(k) employee savings plan, which covers full-time ATRM employees who are at least 21 years of age. Contributions to the savings plan are at the discretion of management. No contributions were made to the plan in fiscal years 2018 or 2017 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES A reconciliation of income tax expense (benefit) computed using the federal statutory rate to the income tax expense in our consolidated statements of operations is as follows (in thousands): Years ended December 31, 2018 2017 Tax benefit computed at federal statutory rate $ (745 ) $ (3,084 ) State taxes, net of federal benefit 230 557 Increase (decrease) in valuation allowance 894 (10,645 ) Adjustment to income tax accruals (380 ) (870 ) Non-deductible expenses 1 317 Impact of Tax Reform — 13,736 Total income tax expense $ — $ 11 Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2018 2017 Accounts receivable $ 76 $ 48 Employee compensation and benefits 52 61 Contingent consideration (16 ) (106 ) Amortization 1,810 1,445 Deferred acquisition costs 194 212 NOL and tax credit carryforwards 24,154 24,064 Other, net 392 27 Deferred tax assets $ 26,662 $ 25,751 Less valuation allowance (26,672 ) (25,779 ) Net deferred tax liabilities $ (10 ) $ (28 ) 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. ATRM has federal NOLs of approximately $104.7 million of which $102.5 million that will begin to expire in 2020 and $2.2 million can be carried forward indefinitely. We also have state NOLs of approximately $23.3 million that will expire at various times, beginning in 2017 , if not utilized. We also have federal and state research tax credit carryforwards of approximately $0.8 million that will expire at various times, beginning in 2020 , if not utilized. The utilization of NOLs and research tax credit carryforwards may be subject to changes in tax regulations and/or to annual limitations as a result of changes in ownership that may already have occurred or future changes in ownership pursuant to the requirements of Section 382 of the Code. Such limitations could result in the expiration of NOL and tax credit carryforwards before utilization. We assessed our income tax positions at December 31, 2018 and 2017 for all years subject to examination and determined that our unrecognized tax positions were immaterial at those dates. ATRM is subject to income tax examinations in the U.S. federal and certain state jurisdictions. Our 2013 and 2012 federal income tax returns were reviewed by the Internal Revenue Service during fiscal years 2015 and 2014, respectively, and resulted in no adjustments. Federal tax returns are subject to review for fiscal years 2014 through 2016 and state income tax returns are subject to review for fiscal years 2012 through 2016. U.S. Tax Reform During 2017, we recorded tax charges for the impact of the Tax Act effects using the current available information and technical guidance on the interpretations of the Tax Act. As permitted by SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, we recorded provisional estimates and have subsequently finalized our accounting analysis based on the guidance, interpretations, and data available as of December 31, 2018. Adjustments made in the fourth quarter of 2018 upon finalization of our accounting analysis were not material to our Consolidated Financial Statements. |
Product Line, Geographic, Signi
Product Line, Geographic, Significant Customer and Concentration of Credit Risk Data | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Product Line, Geographic, Significant Customer and Concentration of Credit Risk Data | PRODUCT LINE, GEOGRAPHIC, SIGNIFICANT CUSTOMER AND CONCENTRATION OF CREDIT RISK DATA The following table sets forth the various components of net sales by product line as a percentage of total net sales: Years ended December 31, 2018 2017 Residential homes 57 % 68 % Commercial structures 43 % 32 % Total 100 % 100 % All of our long-lived assets are located in the United States. All of our sales based on product shipment destination were within the United States. Sales to customers comprising more than 10% of our total net sales and corresponding accounts receivable concentration information for such customers is summarized below: Percent of total sales for years ended December 31, Percent of total accounts receivable as of December 31, 2018 2017 2018 2017 Residential Customers Customer A 10.4% * * 14.1% Commercial Customers Customer B * * 16.2% 16.8% Customer C 10.8% * 15.7% 15.7% Customer D * * 10.8% * * Percent was less than 10% of the total. |
Operating Segments
Operating Segments | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Operating Segments | OPERATING SEGMENTS 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 (Note 3 ). 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 (in thousands): Modular Home Manufacturing Structural Wall Panel Manufacturing Total December 31, 2018 2017 2018 2017 2018 2017 Segment net sales $ 16,907 $ 24,229 $ 17,570 $ 16,324 $ 34,477 $ 40,553 Depreciation and amortization expense 538 504 201 399 739 903 Segment goodwill impairment expense — — — 3,020 — 3,020 Interest expense, net 337 378 532 792 869 1,170 Segment net loss (1,069 ) (1,948 ) (998 ) (4,166 ) (2,067 ) (6,114 ) Total segment assets 6,611 7,468 4,326 4,541 10,937 12,009 Expenditures for segment assets 12 405 109 38 121 443 Reconciliation of Segment Information The following table presents the reconciliation of revenues (in thousands): December 31, 2018 2017 Total net sales for reportable segments $ 34,477 $ 40,553 Consolidated net sales $ 34,477 $ 40,553 The following table presents the reconciliation of net loss (in thousands): December 31, 2018 2017 Total net loss for reportable segments $ (2,067 ) $ (6,114 ) Unallocated amounts: Other corporate expenses (1,327 ) (1,805 ) Interest expense (128 ) (1,108 ) Change in fair value of contingent earn-out 6 361 Provision for income taxes — (11 ) Consolidated net loss $ (3,516 ) $ (8,677 ) The following table presents the reconciliation of assets (in thousands): December 31, 2018 2017 Total assets for reportable segments $ 10,937 $ 12,009 Other assets 641 906 Consolidated assets $ 11,578 $ 12,915 The following table presents the reconciliation other significant adjustments (in thousands): Segment Totals Unallocated Amounts Consolidated Totals December 31, 2018 2017 2018 2017 2018 2017 Depreciation and amortization expense $ 739 $ 903 $ — $ — $ 739 $ 903 Segment goodwill impairment expense — 3,020 — — — 3,020 Interest expense 869 1,170 128 1,108 997 2,278 The unallocated amounts of 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 unallocated amounts reflect amounts incurred at the parent not allocated to the operating segments. None of the other adjustments are considered significant. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Amendments to Gerber Finance Loan Agreements 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 over advances through no later than February 23, 2020 in order to provide KBS with additional working capital. The overadvance was paid in full in April 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 Acquisition Loan Agreement. The Tenth KBS Loan Amendment and the Fifth EBGL Loan Amendment amended the terms of the KBS Loan Agreement and the 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 over advances permitted under the Ninth KBS Loan Amendment. On April 15, 2019, the Company entered into an Eleventh Agreement of Amendment to Loan and Security Agreement (the “Eleventh KBS Loan Amendment”) to amend the terms of the KBS Loan Agreement to (i) provide for increased borrowing capability; (ii) to eliminate the Leverage Ratio financial covenant required by Schedule III (Financial Covenants); and (iii) to amend the Net Loss covenant required by Schedule III (Financial Covenants). In addition, the Eleventh KBS Loan Amendment provided a waiver for certain covenants for the 2017 and 2018 fiscal years. In connection with the Eleventh KBS Loan Amendment, Mr. Eberwein executed a reaffirmation of agreements in favor of Gerber Finance relating to his unconditional guaranty as described above and any other documents related to KBS. 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. Accordingly, on September 10, 2018, ATRM entered into a non-binding LOI relating to the acquisition of ATRM. Under the terms contemplated in the LOI, ATRM stockholders would have received 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. Although the LOI expired by its terms on December 31, 2018, Digirad and ATRM have had additional discussions regarding the terms and conditions of a proposed transaction and the consideration to be paid for ATRM shares. The parties are currently discussing that the consideration would not be Digirad shares of common stock, but some other form of security. In addition, on May 15, 2019, Digirad and ATRM entered into an Agreement which provides that, in the event the ATRM Acquisition does not close on or prior to December 31, 2019, ATRM will reimburse Digirad of certain consulting and related fees paid by Digirad on behalf of ATRM. We anticipate the ATRM Acquisition to close in the third quarter of 2019; however, the parties have not reached any definitive agreement, and there can be no assurance regarding timing of completion of regulatory approvals, which could delay timing of the closing and any ATRM Acquisition would remain subject to the satisfaction of customary closing conditions. As of June 14, 2019 , 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 869,152 shares of Digirad's common stock, or approximately 4.3% of the shares outstanding. Mr. Eberwein is also the Chief Executive Officer of Lone Star Value Management, LLC ("LSVM"), which is the investment manager of LSVI, and 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. LSV Co-Invest I also holds unsecured promissory notes of the Company in the principal amount totaling $1.4 million, the LSV Co-Invest I Notes Payable, and LSVM holds an unsecured note with a principal amount totaling $0.3 million, the LSVM Note. 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 of 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, 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 December 2018 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. As of the date of these consolidated financial statements, the initial accounting for the LSVM Acquisition was incomplete, as the Company continues to determine the fair value of the acquired assets and liabilities. Sale of Maine Facilities On April 3, 2019, 947 Waterford Road, LLC (“947 Waterford”) entered into a Purchase and Sale Agreement (the “Waterford Purchase Agreement”) with KBS, 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”), and acquired 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. 947 Waterford is a wholly-owned indirect subsidiary of Digirad, formed for the purpose of acquiring and holding the Waterford Facility. On April 3, 2019, 300 Park Street, LLC (“300 Park”, a wholly -owned indirect subsidiary of Digirad) entered into a Purchase and Sale Agreement (the “Park Purchase Agreement”) with KBS, 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”), and acquired 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”) and 300 Park (the “Park Lease”). 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. On April 3, 2019, KBS entered into a lease agreement (the “Oxford Lease”) with 56 Mechanic Falls Road, LLC (“56 Mechanic” a wholly-owned indirect subsidiary of Digirad), in connection with that 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 Premises”). The Oxford Lease was amended as of April 18, 2019 (the “Oxford Lease Amendment”) to provide that the commencement date will be the later of the closing of the sale of the Oxford Premises (the "Oxford Transaction"), which occurred on March 27, 2019, and the date that possession of the leased premises is able to be delivered to KBS, which is anticipated to occur on or prior to June 30, 2019. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation Policy | Consolidation Policy: The 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. |
Use of Estimates | Use of Estimates: The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (" GAAP ") requires management to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Significant estimates include those related to revenue recognition, allowance for doubtful accounts; asset lives used in computing depreciation and amortization; valuation of inventories, contingent consideration, intangible assets and other long-lived assets, deferred income taxes, warranty obligations, health insurance expense accruals and accruals for contingencies, including legal matters. Such estimates require significant judgment. At the time they are made, such estimates are believed to be reasonable when considered in conjunction with our consolidated financial position and results of operations taken as a whole. However, actual results could differ from those estimates and such differences may be material to the Consolidated Financial Statements. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash: At times, we may invest a portion of our cash reserves in cash equivalents, which are highly liquid investments with a maturity of three months or less when purchased. We may maintain our cash and cash equivalents in accounts that, at times, may exceed the insurance limits of the Federal Deposit Insurance Corporation. Restricted cash represents amounts the Company has on deposit with Gerber Finance from time-to-time as additional collateral to support borrowing under the KBS revolving line of credit facility, as well as funds kept on deposit with INTL FC Stone related to our lumber commodity hedging program. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of losses that may result from uncollectable accounts receivable. We determine the allowance based on an analysis of individual accounts and an evaluation of the collectability of our accounts receivable in the aggregate based on factors such as the aging of receivable amounts, customer concentrations, historical experience, and current economic trends and conditions. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. We do not have any off-balance sheet credit exposure related to our customers. |
Inventories | Inventories: Inventories consist primarily of lumber and other commodity-type building materials and are valued at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Inventories include work in process and finished goods not yet delivered. Direct and indirect costs incurred on contracts in process, such as direct and indirect materials, labor and overhead are capitalized to inventory. Materials purchased, and costs incurred for specific contracts are recorded in cost of sales when the related contract revenue is recognized. We adjust our inventories for excess and obsolete items by reducing their carrying values to estimated net realizable value based upon assumptions about future product demand. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. Estimated useful lives are as follows: buildings and improvements - 30 years; machinery and equipment - 3 to 7 years. Leasehold improvements will be depreciated over the shorter of lease term or economic life. When assets are sold or retired, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recorded. Leasehold improvements are depreciated over the shorter of the lease or economic life. Maintenance and repairs are expensed as incurred and major improvements are capitalize d . |
Impairment of Goodwill and Indefinite-Lived Intangible Assets | Impairment of Goodwill and Indefinite-Lived Intangible Assets: Goodwill and other intangible assets with indefinite lives, such as trademarks, are assessed annually in order to determine whether their carrying value exceeds their fair value. In addition, they are tested on an interim basis if an event occurs or circumstances change between annual tests that would more likely than not reduce their fair value below carrying value. If we determine the fair value of goodwill or other indefinite-lived intangible assets is less than their carrying value, an impairment loss is recognized. Impairment losses, if any, are reflected in operating income or loss in the period incurred. The Company performs its annual tests of goodwill and trademarks during the second quarter of each fiscal year. See Notes 9 and 13 . |
Impairment of Long-Lived Assets with Finite Lives | Impairment of Long-Lived Assets with Finite Lives: Long-lived assets held and used by us which have finite lives, including fixed assets and purchased intangible assets, are assessed for impairment whenever an event or change in circumstances indicates that the carrying value of the asset may not be fully recoverable. Recoverability is determined based on an estimate of undiscounted future cash flows resulting from the use of an asset and its eventual disposition. An impairment loss is measured by comparing the fair value of the asset to its carrying value. If we determine the fair value of an asset is less than the carrying value, an impairment loss is incurred. Impairment losses, if any, are reflected in operating income or loss in the period incurred. We did not record any impairment charges related to long-lived assets with finite lives during 2018 or 2017 . |
Revenue Recognition | Revenue Recognition: KBS manufactures both single-family residential homes as well as commercial structures. Commercial structures, which include multi-unit residential buildings such as apartment buildings, condominiums, townhouses, and dormitories as well as commercial structures such as hospitals and office buildings are manufactured to customer specifications and may take up to several months to complete. Under commercial contracts the Company manufactures, delivers and sets the modular units on the foundation with little or no final on-site work required (which includes on-site electrical, plumbing or heating and air conditioning services). Generally, KBS’s contracts for residential homes do not include site work, which is typically performed by independent builders, and the homes are generally delivered and set on the foundation within a few days after being manufactured. EdgeBuilder manufactures structural wall panels and permanent wood foundations pursuant to commercial construction contracts. These wall panels and wood foundation systems are manufactured in EdgeBuilder’s factory and delivered to its customers’ construction sites in accordance with the contractual delivery schedule. Many of EdgeBuilder’s wall panel construction contracts span multiple months. Glenbrook is a retail supplier of lumber and other building supplies. Retail sales at Glenbrook are recognized at the point of sale. Returns on retail sales are recognized at the point of return. The Company's historic accounting practice under FASB ASC Topic 605, Revenue Recognition ("ASC 605") was to apply the percentage of completion method. Percentage of completion is determined using a units-of-production methodology based on modules delivered in accordance with the terms of the contract (KBS) and cost-to-cost method with cost determined based on costs incurred to date related to each performance obligation identified in the wall panel (EBGL) contracts. Effective January 1, 2018, the Company adopted FASB ASC Topic 606, Revenue From Contracts With Customers ("ASC 606") - see further discussion in Note 5. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company's policy is to record revenue when control of the goods transfers to the customer. Net sales are comprised of gross revenues from sales of products less trade discounts and rebates. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company's policy is to record revenue when control of the goods transfers to the customer. Net sales are comprised of gross revenues from sales of products less trade discounts and rebates. The Company's historic accounting practice under ASC 605 was to apply the percentage of completion method. Percentage of completion is determined using a units-of-production methodology based on modules delivered in accordance with the terms of the contract (KBS) and cost-to-cost method with cost determined based on costs incurred to date related to each performance obligation identified in the wall panel (EBGL) contracts. Under ASC 606, it was determined that since the Company does not meet the criteria to recognize revenue over time, point in time revenue recognition should be applied. While the Company had previously recognized revenue upon delivery, it had also applied the uncompleted construction contract accounting to record a "Costs" and estimated profit in excess of billings and a "Billings" in excess of costs and estimated profit amount each reporting period. With the adoption of ASC 606, recording estimates of completion by specific contract activity will no longer be required. The Company’s contracts do not offer a right to return any of the products sold unless covered under the assurance-type warranty offered. Assurance-type warranties provide a customer with assurance that the related product will function as the parties intended because it complies with agreed-upon specifications. Such warranties do not represent a separate performance obligation. The Company does not offer additional service-type warranties for its products. Costs incurred to obtain a customer contract are not material to the Company for the KBS or EBGL revenue streams. The Company elected to apply the practical expedient to not capitalize costs to obtain contracts with a duration of one year or less, which are expensed and included within Cost of sales in the Consolidated Statements of Operations. The Company generally requires deposits prior to the start of production of customer orders. The Company will not finance any part of the sale. The full balance is due upon delivery. Below is a summary of deposits utilized during the year by operating segment: Modular Home Manufacturing Structured Wall Panel Manufacturing Total (in thousands) January 1, 2018 $ 682 $ 300 $ 982 Revenue recognized that was included in deposit at beginning of period (682 ) (300 ) (982 ) Increase due to cash received, excluding amounts recognized as revenue during the period 180 4 184 December 31, 2018 $ 180 $ 4 $ 184 The Company has expanded its financial statement disclosures as required by this new standard. See Note 25 , "Operating Segments" for additional disclosures provided as a result of this ASU. |
Warranty Costs | Warranty Costs: KBS provides a limited warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EBGL provides a limited warranty on the sale of its wood foundation products that covers leaks resulting from defects in workmanship for a period of twenty-five years. Estimated warranty costs are accrued in the period that the related revenue is recognized. Accrued warranty costs are included in the caption “Other accrued liabilities” in our consolidated balance sheet. See Note 14 . |
Self-Insurance Costs | Self-Insurance Costs: During 2017 and for the first six months of 2018, we maintained a self-insurance program for a portion of our employee health care costs. Self-insurance costs were accrued based on actual reported claims plus an estimate of claims incurred but not yet reported. The portion of the accrual related to unreported claims was estimated based on an analysis of historical claims experience and other assumptions. On July 1, 2018, the Company ended the self-insurance program and became fully insured. Accrued health insurance costs are included in the caption “Other accrued liabilities” in our consolidated balance sheet. See Note 14 . |
Income Taxes | Income Taxes: We record income tax expense or benefit based on our estimate of the effective tax rates for the jurisdictions in which we do business. Deferred tax assets are recognized for deductible temporary differences and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We assess our income tax positions for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recorded. Interest expense associated with income taxes, if any, is classified as income tax expense. See Note 23 for additional information regarding income taxes. |
Loss Per Common Share | Loss Per Common Share: Basic income (loss) per common share is computed by dividing income (loss) by the weighted-average number of common shares outstanding during each period. Diluted income per share is computed by dividing income by the weighted-average number of common shares and common equivalent shares using the treasury stock method. Common equivalent shares include shares issuable upon the assumed exercise of stock options, vesting of restricted shares, and the conversion of convertible securities. For periods that include a loss, the computation of diluted loss per share excludes the impact of common equivalent shares because they would be antidilutive and diluted loss per share is therefore the same as basic loss per share. |
Share-Based Compensation | Share-Based Compensation: We measure and recognize share-based compensation using the fair value method. See Note 20 for additional information regarding share-based compensation and our stock-based compensation plans. |
Fair Value Measurements | Fair Value Measurements: We measure fair value for financial reporting purposes based on a framework that prioritizes the inputs used to measure fair value for three broad categories of financial assets and liabilities as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The carrying amounts of our cash equivalents, restricted cash, accounts receivable and estimated profit, other current assets, trade accounts payable and accrued expenses at December 31, 2018 and 2017 approximate fair value due to the short-term maturities of these instruments. |
Derivative Instruments | Derivative Instruments: The Company uses derivative financial instruments (exchange-traded futures contracts, put options and call options) to manage a portion of the risk associated with changes in commodity prices specifically related to lumber. The Company monitors and manages this exposure as part of its overall risk management policy. As such, the Company seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results by taking hedging positions in these commodities. While the Company attempts to link its hedging activities to purchase and sale activities, there are situations in which these hedging activities can themselves result in losses. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The Company accounts for its derivative activities under the provisions of ASC 815, Derivatives and Hedging (ASC 815). ASC 815 establishes accounting and reporting requirements requiring every derivative instrument be recorded on the balance sheet as either an asset or liability measured at fair value. Derivative instruments with settlement dates within one year are included in current assets or liabilities, whereas derivative instruments with settlement dates exceeding one year are included in non-current assets or liabilities. The Company calculates a net asset or liability for current and non-current derivative instruments for each counterparty based on the settlement dates within the respective contracts. The changes in fair value of these derivative financial instruments are recognized in current period earnings as the Company does not use hedge accounting. See Note 10 for additional information regarding derivatives. |
Contingent Earn-outs | Contingent Earn-outs: We record contingent earn-outs received in business divestitures and contingent earn-outs given in acquisitions at their estimated fair values. Adjustments to fair value are recorded in current period earnings. We determine the fair value of contingent earn-out consideration (both receivable and payable) using discounted cash flow techniques based on all information available to us at the time, including estimates, assumptions and judgments we believe to be reasonable under the circumstances. Actual amounts realized or paid may differ from those estimated. |
Recently Issued and Adopted Accounting Pronouncements | RECENTLY ISSUED AND ADOPTED ACCOUNTING PROUNOUNCEMENTS Recently Adopted In May 2017, the Financial 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. We adopted this ASU on January 1, 2018, and there were no material impacts on the Company’s results based on the adoption of this update. Recently Issued In August 2018, the FASB issued ASU No. 2018-13 (ASU 2018-13), which eliminates disclosures, modifies existing disclosures and adds new Fair Value disclosure requirements to Topic 820 for the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for annual and interim reporting periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact the adoption of this ASU will have on the Company’s consolidated financial statements. In July 2018, the FASB issued ASU 2018-09, "Codification Improvements", which does not prescribe any new accounting guidance, but instead makes minor improvements and clarifications of several different FASB ASC areas based on comments and suggestions made by various stakeholders. Certain updates are applicable immediately while others provide for a transition period to adopt as part of the next fiscal year beginning after December 15, 2018. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in its balance sheet a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term. The new standard is effective for the company on January 1, 2019. The amendments should be applied either at the beginning of the earliest period presented using a modified retrospective approach or as of the adoption date using a modified retrospective approach. The Company will adopt the standard effective January 1, 2019 and has chosen to use the effective date as our date of initial application. The new standard provides a number of optional practical expedients in transition. The Company has elected to apply the ‘package of practical expedients’ which allow us to not reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company has also elected to apply i) the practical expedient which allows us to not separate lease and non-lease components, and (2) the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurements requirements in the new standard. The Company expects that adoption of this standard will add a right to use asset of $0.7 million and an additional lease liability of $0.7 million The Company does not expect a material impact to the consolidated statement of operations or cash flows. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Deposits Utilized | Below is a summary of deposits utilized during the year by operating segment: Modular Home Manufacturing Structured Wall Panel Manufacturing Total (in thousands) January 1, 2018 $ 682 $ 300 $ 982 Revenue recognized that was included in deposit at beginning of period (682 ) (300 ) (982 ) Increase due to cash received, excluding amounts recognized as revenue during the period 180 4 184 December 31, 2018 $ 180 $ 4 $ 184 |
Summary of the Adoption of ASC 606 | A summary of the amount by which each financial statement line item was affected in the current reporting period by ASC 606 as compared with the guidance that was in effect prior to adoption is set forth in the tables below: Impact of ASC 606 Adoption on Consolidated Balance Sheet as of December 31, 2018 (in thousands) As reported under ASC 606 Adjustments Balances without adoption of ASC 606 Inventory $ 1,790 $ (201 ) $ 1,589 Costs and estimated profit in excess of billings — 186 186 Billings in excess of costs and estimated profit — 972 972 Customer deposits 184 184 — Impact of ASC 606 Adoption on Consolidated Statement of Cash Flows for the twelve months ended December 31, 2018 (in thousands) As reported under ASC 606 Adjustments Balances without adoption of ASC 606 Inventory $ (505 ) $ 201 $ (304 ) Costs and estimated profit in excess of billings 565 (186 ) 379 Billings in excess of costs and estimated profit (983 ) (972 ) (1,955 ) Customer deposits 184 184 — |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows (in thousands): December 31, 2018 2017 Cash and cash equivalents $ 187 $ 48 Restricted cash 501 482 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows $ 688 $ 530 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment are comprised of the following (in thousands): December 31, 2018 2017 Land $ 858 $ 858 Buildings and improvements 2,763 2,763 Equipment 2,028 1,946 Less: accumulated depreciation (1,518 ) (1,111 ) Property, plant and equipment, net $ 4,131 $ 4,456 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets Measured on Recurring Basis | Financial assets and liabilities reported at fair value on a recurring basis include the following (in thousands): December 31, 2018 2017 Lumber derivative contracts (Level 1) $ 5 $ 9 Contingent earn-out receivable (based on Level 3 inputs): Current portion $ 63 $ 373 Noncurrent portion — 61 Total $ 63 $ 434 |
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 361 — Add - net decrease based on re-assessments — 76 Subtract - settlements (488 ) — Subtract - amendment — 891 Balance at December 31, 2017 434 — Add – adjustment based on re-assessments 8 — Subtract - settlements (379 ) — Balance at December 31, 2018 $ 63 $ — (1) Earn-out receivable related to the transfer of our test handler product line in 2014 (see Note 7 ). (2) Earn-out payable related to the EBGL Acquisition in 2016. This liability is now complete with no potential residual payables. |
Schedule of Quantitative Information Level 3 Fair Assets and Liabilities | Quantitative information about Level 3 fair value assets and liabilities measured on a recurring basis at December 31, 2018 is summarized in the table below: Fair Value Asset/Liability Valuation Technique Unobservable Input Unobservable Input Amount Contingent earn-out receivable related to transfer of test handler product line Discounted cash flow Total actual revenue for the remaining royalty period Discount rate $6.9 million 2.41% Quantitative information about Level 3 fair value assets measured on a recurring basis at December 31, 2017 is summarized in the table below: Fair Value Asset/Liability Valuation Technique Unobservable Input Unobservable Input Amount Contingent earn-out receivable related to transfer of test handler product line Discounted cash flow Total actual revenue for the remaining royalty period Discount rate $6.9 million 2.41% to 2.64% There were no Level 3 fair value assets or liabilities measured on a nonrecurring basis at December 31, 2018. Quantitative information about Level 3 fair value assets and liabilities measured on a nonrecurring basis at December 31, 2017 is summarized in the table below: Fair Value Asset/Liability Valuation Technique Unobservable Input Unobservable Input Amount Goodwill Discounted cash flow Projected annual revenue Annual revenue growth rate Discount rate $17.5 million 3.0% to 7.1% 13.6% |
Schedule of Assets Reported Fair Value on Nonrecurring Basis | Financial assets reported at fair value on a nonrecurring basis include the following (in thousands): Years ended December 31, 2017 Fair Value (Level 3) Total Gains and (Losses) (1) Goodwill $ — $ (3,020 ) (1) We recorded a goodwill impairment charge of approximately $3.0 million in year 2017 in connection with the write-off of EBGL goodwill to its fair value of $0 (see Note 13 ). |
Schedule of Fair Value of Goodwill Activity | The following table summarizes the activity for our Level 3 assets measured on a nonrecurring basis (in thousands): Goodwill (1) Balance at December 31, 2016 3,020 Subtract - EBGL goodwill impairment recorded at June 30, 2017 (included in earnings) (3,020 ) Balance at December 31, 2017 $ — (1) For more information regarding Goodwill, see Note 13 . |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | Gains (losses) from derivative instruments, none of which are designated as hedging instruments, are recorded in cost of sales in the Company’s statements of operations and included the following (in thousands): December 31, 2018 December 31, 2017 Realized (loss) gain, net $ (60 ) $ 37 Unrealized (loss) gain, net (9 ) 6 Total $ (69 ) $ 43 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable are comprised of the following (in thousands): December 31, 2018 2017 Contract billings $ 3,094 $ 3,751 Retainage 308 274 Subtotal 3,402 4,025 Less - allowance for doubtful accounts (113 ) (185 ) Accounts receivable, net $ 3,289 $ 3,840 Retainage balances are expected to be collected within the next twelve months. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is comprised of the following (in thousands): December 31, 2018 2017 Raw materials $ 1,438 $ 1,285 Work-in-process 352 — Inventories, net $ 1,790 $ 1,285 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following (in thousands): December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite-lived intangible assets: Trademarks $ 394 $ — $ 394 $ 394 $ — $ 394 Total 394 — 394 394 — 394 Finite-lived intangible assets: Customer relationships 2,097 (1,217 ) 880 2,097 (902 ) 1,195 Purchased backlog — — — 1,290 (1,290 ) — Total 2,097 (1,217 ) 880 3,387 (2,192 ) 1,195 Total intangible assets $ 2,491 $ (1,217 ) $ 1,274 $ 3,781 $ (2,192 ) $ 1,589 |
Summary of Goodwill Activity | The following table summarizes the activity for Goodwill (in thousands): Goodwill Balance at December 31, 2016 $ 3,020 Subtract - EBGL goodwill impairment recorded at June 30, 2017 (included in earnings) (3,020 ) Balance at December 31, 2017 $ — |
Schedule of Estimated Amortization of Intangible Assets | Estimated amortization of purchased intangible assets is as follows over the next five years (in thousands): 2019 $ 316 2020 315 2021 164 2022 85 2023 — Thereafter — Total $ 880 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities are comprised of the following (in thousands): December 31, 2018 2017 Accrued taxes (1) $ 1,815 $ 1,562 Accrued dividend payable 373 — Accrued interest expense 224 20 Accrued sales rebates 141 420 Accrued health insurance costs 67 285 Accrued warranty 56 50 Other 21 33 Total other accrued liabilities $ 2,697 $ 2,370 (1) Primarily includes accrued sales and use taxes. |
Schedule of Changes in Accrued Warranty | The following table summarizes product warranty expense accruals and settlements for the two years ended December 31, (in thousands): Accrual balance at beginning of year Accruals for warranties Settlements made Accrual balance at end of year 2018 $ 50 $ 6 $ — $ 56 2017 49 91 (90 ) 50 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt is comprised of the following (in thousands): December 31, 2018 2017 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), supported by pledge agreement between LSVI and Gerber Finance of up to $3 million plus additional fees $ 3,000 $ 3,000 Promissory note 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 January 12, 2020 909 — Promissory note 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 January 12, 2020 528 — Promissory note payable to LSVM (a Related Party), unsecured, interest of 10.0% per annum (12% per annum PIK Interest) payable annually, with any unpaid principal and interest due on November 30, 2020 300 — Digirad (a Related Party) unsecured promissory note, 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 275 — Vehicle financing, interest at 5.9% per annum, due June 20, 2023 79 — EBGL computer equipment and software financing, secured by underlying assets, interest at 9.0% per annum, payable in monthly installments of $1,105 per month, through May 2022 39 48 KBS software installment payment agreement, unsecured, interest at 8.0% per annum, payable in monthly installments of $1,199 through September 2020 21 35 Revolving equipment credit line, unsecured 10 12 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 — 1,034 Total long-term debt 5,161 4,129 Current portion (3,048 ) (1,068 ) Noncurrent portion $ 2,113 $ 3,061 |
Schedule of Maturities of Long-term Debt | Future maturities of long-term debt are summarized below: 2019 $ 3,048 2020 2,048 2021 28 2022 21 2023 16 Total long-term debt $ 5,161 |
Leases and Rent Expense (Tables
Leases and Rent Expense (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Operating Lease Payments | As of December 31, 2018 , future minimum lease payments under operating leases were as follows (in thousands): 2019 $ 267 2020 272 2021 207 2022 — 2023 — Total minimum lease payments $ 746 |
Schedule of Operating Leases Rent Expense | Rent expense, including facility and various short-term equipment operating leases, was as follows (in thousands): Years ended December 31, 2018 2017 Paid to companies controlled by certain shareholders $ 294 $ 278 Paid to others 43 53 Total rent expense $ 337 $ 331 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | A reconciliation of income tax expense (benefit) computed using the federal statutory rate to the income tax expense in our consolidated statements of operations is as follows (in thousands): Years ended December 31, 2018 2017 Tax benefit computed at federal statutory rate $ (745 ) $ (3,084 ) State taxes, net of federal benefit 230 557 Increase (decrease) in valuation allowance 894 (10,645 ) Adjustment to income tax accruals (380 ) (870 ) Non-deductible expenses 1 317 Impact of Tax Reform — 13,736 Total income tax expense $ — $ 11 |
Schedule of Net Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2018 2017 Accounts receivable $ 76 $ 48 Employee compensation and benefits 52 61 Contingent consideration (16 ) (106 ) Amortization 1,810 1,445 Deferred acquisition costs 194 212 NOL and tax credit carryforwards 24,154 24,064 Other, net 392 27 Deferred tax assets $ 26,662 $ 25,751 Less valuation allowance (26,672 ) (25,779 ) Net deferred tax liabilities $ (10 ) $ (28 ) |
Product Line, Geographic, Sig_2
Product Line, Geographic, Significant Customer and Concentration of Credit Risk Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Product Information | The following table sets forth the various components of net sales by product line as a percentage of total net sales: Years ended December 31, 2018 2017 Residential homes 57 % 68 % Commercial structures 43 % 32 % Total 100 % 100 % |
Schedule of Percentage of Total Sales and Accounts Receivable from Customer | Sales to customers comprising more than 10% of our total net sales and corresponding accounts receivable concentration information for such customers is summarized below: Percent of total sales for years ended December 31, Percent of total accounts receivable as of December 31, 2018 2017 2018 2017 Residential Customers Customer A 10.4% * * 14.1% Commercial Customers Customer B * * 16.2% 16.8% Customer C 10.8% * 15.7% 15.7% Customer D * * 10.8% * * Percent was less than 10% of the total. |
Operating Segments (Tables)
Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information of Reportable Segment | The following table presents certain financial information regarding each reportable segment (in thousands): Modular Home Manufacturing Structural Wall Panel Manufacturing Total December 31, 2018 2017 2018 2017 2018 2017 Segment net sales $ 16,907 $ 24,229 $ 17,570 $ 16,324 $ 34,477 $ 40,553 Depreciation and amortization expense 538 504 201 399 739 903 Segment goodwill impairment expense — — — 3,020 — 3,020 Interest expense, net 337 378 532 792 869 1,170 Segment net loss (1,069 ) (1,948 ) (998 ) (4,166 ) (2,067 ) (6,114 ) Total segment assets 6,611 7,468 4,326 4,541 10,937 12,009 Expenditures for segment assets 12 405 109 38 121 443 |
Schedule of Reconciliation of Operating Segment Information | The following table presents the reconciliation of revenues (in thousands): December 31, 2018 2017 Total net sales for reportable segments $ 34,477 $ 40,553 Consolidated net sales $ 34,477 $ 40,553 The following table presents the reconciliation of net loss (in thousands): December 31, 2018 2017 Total net loss for reportable segments $ (2,067 ) $ (6,114 ) Unallocated amounts: Other corporate expenses (1,327 ) (1,805 ) Interest expense (128 ) (1,108 ) Change in fair value of contingent earn-out 6 361 Provision for income taxes — (11 ) Consolidated net loss $ (3,516 ) $ (8,677 ) The following table presents the reconciliation of assets (in thousands): December 31, 2018 2017 Total assets for reportable segments $ 10,937 $ 12,009 Other assets 641 906 Consolidated assets $ 11,578 $ 12,915 |
Schedule of Other Operating Segment Adjustments | The following table presents the reconciliation other significant adjustments (in thousands): Segment Totals Unallocated Amounts Consolidated Totals December 31, 2018 2017 2018 2017 2018 2017 Depreciation and amortization expense $ 739 $ 903 $ — $ — $ 739 $ 903 Segment goodwill impairment expense — 3,020 — — — 3,020 Interest expense 869 1,170 128 1,108 997 2,278 |
Going Concern, Liquidity and _2
Going Concern, Liquidity and Capital Resources (Details) | Dec. 17, 2018USD ($) | Sep. 10, 2018 | Jan. 12, 2018USD ($) | Nov. 30, 2018USD ($) | Nov. 30, 2017 | Sep. 30, 2017USD ($) | Jul. 31, 2017USD ($) | Aug. 31, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 14, 2018USD ($) | Jun. 30, 2018USD ($) | Jan. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Oct. 04, 2016USD ($) |
Related Party Transaction [Line Items] | |||||||||||||||
Accumulated deficit | $ 92,368,000 | $ 88,852,000 | |||||||||||||
Outstanding debt | 11,700,000 | ||||||||||||||
Long term debt | 5,161,000 | 4,129,000 | |||||||||||||
Post-tax net loss | $ 3,516,000 | $ 8,677,000 | |||||||||||||
Annual review delivery period | 105 days | 105 days | |||||||||||||
Amount of debt allowing PIK interest | $ 11,000,000 | ||||||||||||||
Amount of outstanding debt, including accrued interested, converted to preferred stock | $ 13,300,000 | ||||||||||||||
KBS Loan Agreement | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Outstanding debt | $ 3,700,000 | ||||||||||||||
Line of credit with maximum borrowing availability | $ 4,000,000 | ||||||||||||||
Cash freed up per month, after final acquisition payment made | $ 100,000 | ||||||||||||||
EBGL Loan Agreement | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of credit with maximum borrowing availability | $ 3,000,000 | $ 3,000,000 | |||||||||||||
Minimum debt service coverage ratio | 100.00% | ||||||||||||||
Audited financial statements delivery period | 120 days | ||||||||||||||
Cash freed up per month, after final acquisition payment made | $ 100,000 | ||||||||||||||
Gerber Finance Inc | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of credit with maximum borrowing availability | $ 4,000,000 | ||||||||||||||
Gerber Finance Inc | EBGL Acquisition | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Outstanding debt | 3,000,000 | ||||||||||||||
Gerber Finance Inc | EBGL Loan Agreement | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt principal amount | 2,800,000 | ||||||||||||||
Premier Loan Agreement | Premier Banks | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Line of credit with maximum borrowing availability | 3,000,000 | ||||||||||||||
LSV Co-Invest I Promissory Notes | Promissory Note | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Long term debt | $ 1,400,000 | 1,400,000 | |||||||||||||
LSV Co-Invest I Promissory Note, Issued January 12, 2018 | Promissory Note | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt principal amount | $ 500,000 | ||||||||||||||
Long term debt | $ 528,000 | $ 0 | |||||||||||||
Debt interest rate | 10.00% | 10.00% | |||||||||||||
Paid-in kind interest rate | 12.00% | 12.00% | |||||||||||||
Lone Star Value Management, Unsecured Promissory Note, Issued December 17, 2018 | Promissory Note | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt principal amount | $ 300,000 | $ 300,000 | |||||||||||||
Long term debt | $ 300,000 | 0 | |||||||||||||
Debt interest rate | 10.00% | 10.00% | |||||||||||||
Paid-in kind interest rate | 12.00% | 12.00% | |||||||||||||
Digirad Unsecured Promissory Note, Issued December 12, 2018 | Promissory Note | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt principal amount | $ 300,000 | $ 300,000 | |||||||||||||
Long term debt | $ 275,000 | $ 0 | |||||||||||||
Debt interest rate | 10.00% | ||||||||||||||
Paid-in kind interest rate | 12.00% | ||||||||||||||
Unsecured Promissory Note | Promissory Note | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt principal amount | $ 900,000 | $ 500,000 | |||||||||||||
KBS Builders, Inc. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Minimum fixed leverage ratio requirement | 700.00% | ||||||||||||||
Post-tax net loss | $ 1,900,000 | ||||||||||||||
Lumber surcharge on all new orders | 6.00% | ||||||||||||||
ATRM Holdings, Inc. | Digirad | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Consideration conversion ratio | 0.4 | ||||||||||||||
Minimum | Digirad Unsecured Promissory Note, Issued December 12, 2018 | Promissory Note | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt interest rate | 10.00% | 10.00% | |||||||||||||
Maximum | Digirad Unsecured Promissory Note, Issued December 12, 2018 | Promissory Note | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||||||
Series B Cumulative Preferred Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Dividend rate percentage | 10.00% | 10.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2018 | |
KBS Builders | |
Property, Plant and Equipment [Line Items] | |
Warranty period | 12 months |
EBGL | |
Property, Plant and Equipment [Line Items] | |
Warranty period | 25 years |
Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | P30Y |
Machinery and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | P3Y |
Machinery and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | P7Y |
Recently Issued and Adopted A_2
Recently Issued and Adopted Accounting Pronouncements (Details) - Scenario, Forecast $ in Millions | Jan. 01, 2019USD ($) |
Item Effected [Line Items] | |
Right-of-use asset | $ 0.7 |
Lease liability | $ 0.7 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Changes in Customer Deposits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Change In Contract With Customer, Liability [Roll Forward] | |
December 31, 2017 | $ 0 |
Revenue recognized that was included in deposit at beginning of period | (982) |
Increase due to cash received, excluding amounts recognized as revenue during the period | 184 |
December 31, 2018 | 184 |
Modular Home Manufacturing | |
Change In Contract With Customer, Liability [Roll Forward] | |
Revenue recognized that was included in deposit at beginning of period | (682) |
Increase due to cash received, excluding amounts recognized as revenue during the period | 180 |
December 31, 2018 | 180 |
Structural Wall Panel Manufacturing | |
Change In Contract With Customer, Liability [Roll Forward] | |
Revenue recognized that was included in deposit at beginning of period | (300) |
Increase due to cash received, excluding amounts recognized as revenue during the period | 4 |
December 31, 2018 | $ 4 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of the Adoption of ASC 606 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Statement of Financial Position [Abstract] | |||
Inventories | $ 1,790 | $ 1,285 | |
Costs and estimated profit in excess of billings | 0 | 565 | |
Billings in excess of costs and estimated profit | 0 | 983 | |
Customer deposits | 184 | 0 | $ 982 |
Statement of Cash Flows [Abstract] | |||
Inventories | (505) | 119 | |
Costs and estimated profit in excess of billings | 565 | 480 | |
Billings in excess of costs and estimated profit | (983) | 331 | |
Customer deposits | 184 | $ 0 | |
Adjustments | Accounting Standards Update 2014-09 | |||
Statement of Financial Position [Abstract] | |||
Inventories | (201) | ||
Costs and estimated profit in excess of billings | 186 | ||
Billings in excess of costs and estimated profit | 972 | ||
Customer deposits | 184 | ||
Statement of Cash Flows [Abstract] | |||
Inventories | 201 | ||
Costs and estimated profit in excess of billings | (186) | ||
Billings in excess of costs and estimated profit | (972) | ||
Customer deposits | 184 | ||
Balances without adoption of ASC 606 | |||
Statement of Financial Position [Abstract] | |||
Inventories | 1,589 | ||
Costs and estimated profit in excess of billings | 186 | ||
Billings in excess of costs and estimated profit | 972 | ||
Customer deposits | 0 | ||
Statement of Cash Flows [Abstract] | |||
Inventories | (304) | ||
Costs and estimated profit in excess of billings | 379 | ||
Billings in excess of costs and estimated profit | (1,955) | ||
Customer deposits | $ 0 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Cash and cash equivalents | $ 187,000 | $ 48,000 | |
Restricted cash | 501,000 | 482,000 | |
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows | 688,000 | 530,000 | $ 1,397,000 |
Gerber Finance | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 500,000 | 400,000 | |
INTL FC Stone | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 30,900 | $ 50,000 |
Contingent Earn-Out Receivable
Contingent Earn-Out Receivable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Contingent Earn-out Receivable | ||||
Royalty percentage | 12.00% | |||
Royalty percentage decrease each quarter thereafter | 0.75% | |||
Royalty payments term | 60 days | |||
Royalty payment received | $ 400,000 | $ 500,000 | ||
Contingent earn-out receivable | $ 63,000 | $ 400,000 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (1,518) | $ (1,111) |
Property, plant and equipment, net | 4,131 | 4,456 |
Depreciation expense | 400 | 400 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 858 | 858 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 2,763 | 2,763 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 2,028 | $ 1,946 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Assets Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of contingent earn-out receivable, current | $ 63,000 | $ 373,000 |
Fair value of contingent earn-out receivable, noncurrent | 0 | 61,000 |
Total | 63,000 | 400,000 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Lumber derivative contracts (Level 1) | 5,000 | 9,000 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of contingent earn-out receivable, current | 63,000 | 373,000 |
Fair value of contingent earn-out receivable, noncurrent | 0 | 61,000 |
Total | $ 63,000 | $ 434,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Earn-Out Receivable, beginning balance | $ 434 | $ 561 |
Add – adjustment based on re-assessments | 8 | 361 |
Subtract - settlements | (379) | (488) |
Earn-Out Receivable, ending balance | 63 | 434 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Earn-Out Payable, Beginning Balance | 0 | (967) |
Add - net decrease based on re-assessments | 76 | |
Subtract - amendment | 891 | |
Earn-Out Payable, Ending Balance | $ 0 | $ 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Quantitative Information Level 3 Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 $ in Millions | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Contingent Earn-Out Receivable | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Unobservable input projected revenue | $ 6.9 | $ 6.9 |
Goodwill | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Unobservable input projected revenue | $ 17.5 | |
Measurement Input, Discount Rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout receivable, measurement input | 0.0241 | |
Measurement Input, Discount Rate | Goodwill | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Goodwill, measurement input | 0.136 | |
Measurement Input, Discount Rate | Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout receivable, measurement input | 0.0241 | |
Measurement Input, Discount Rate | Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout receivable, measurement input | 0.0264 | |
Measurement Input, Long-term Revenue Growth Rate | Minimum | Goodwill | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Goodwill, measurement input | 0.030 | |
Measurement Input, Long-term Revenue Growth Rate | Maximum | Goodwill | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Goodwill, measurement input | 0.071 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Assets Reported Fair Value on Nonrecurring (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Goodwill | $ 0 | $ 3,020 | ||
Goodwill impairment | $ (3,000) | $ 0 | (3,020) | |
Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Goodwill | $ 0 |
Fair Value Measurements - Sch_5
Fair Value Measurements - Schedule of Fair Value of Goodwill Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 0 | $ 3,020 | |
Goodwill impairment | $ (3,000) | $ 0 | (3,020) |
Ending balance | $ 0 |
Derivatives (Details)
Derivatives (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)derivative_contractboard_foot | Dec. 31, 2017USD ($)derivative_contractboard_foot | |
Derivative [Line Items] | ||
Restricted cash on deposit | $ | $ 30,900 | $ 52,300 |
Long | ||
Derivative [Line Items] | ||
Net Long Buying Position | board_foot | 1,110,000 | 1,100,000 |
Number of lumber derivative contract | derivative_contract | 10 | 10 |
Short | ||
Derivative [Line Items] | ||
Net Long Buying Position | board_foot | 1,100,000 | 1,100,000 |
Number of lumber derivative contract | derivative_contract | 10 | 10 |
Net Long (Buying) | ||
Derivative [Line Items] | ||
Net Long Buying Position | board_foot | 330,000 | |
Number of lumber derivative contract | derivative_contract | 3 | |
Other Current Assets | ||
Derivative [Line Items] | ||
Fair value of lumber contracts | $ | $ 5,100 | $ 3,900 |
Other Current Assets | Net Long (Buying) | ||
Derivative [Line Items] | ||
Fair value of lumber contracts | $ | $ 5,200 |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Realized (loss) gain, net | $ (60) | $ 37 |
Unrealized (loss) gain, net | (9) | 6 |
Total | $ (69) | $ 43 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Contract billings | $ 3,094 | $ 3,751 |
Retainage | 308 | 274 |
Subtotal | 3,402 | 4,025 |
Less - allowance for doubtful accounts | (113) | (185) |
Accounts receivable, net | $ 3,289 | $ 3,840 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,438 | $ 1,285 |
Work-in-process | 352 | 0 |
Inventories, net | $ 1,790 | $ 1,285 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets Gross Net Carrying Value | $ 394 | $ 394 |
Indefinite-Lived Intangible Assets (Including Goodwill) | 394 | 394 |
Finite lived intangible assets Gross Carrying Amount | 2,097 | 3,387 |
Gross Carrying Amount | 2,491 | 3,781 |
Finite lived intangible assets Accumulated Amortization | (1,217) | (2,192) |
Total | 880 | 1,195 |
Intangible Assets, Net (Including Goodwill) | 1,274 | 1,589 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets Gross Carrying Amount | 2,097 | 2,097 |
Finite lived intangible assets Accumulated Amortization | (1,217) | (902) |
Total | 880 | 1,195 |
Purchased backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets Gross Carrying Amount | 0 | 1,290 |
Finite lived intangible assets Accumulated Amortization | 0 | (1,290) |
Total | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Goodwill Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 0 | $ 3,020 | |
Goodwill impairment | $ (3,000) | $ 0 | (3,020) |
Ending balance | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amount of carrying amount in excess of fair value | $ 3,000 | |||
Goodwill impairment charge | $ 3,000 | $ 0 | $ 3,020 | |
Amortization expense | $ 300 | $ 500 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Estimated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 316 | |
2020 | 315 | |
2021 | 164 | |
2022 | 85 | |
2023 | 0 | |
Thereafter | 0 | |
Total | $ 880 | $ 1,195 |
Other Accrued Liabilities - Sch
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued taxes | $ 1,815 | $ 1,562 |
Accrued dividend payable | 373 | 0 |
Accrued interest expense | 224 | 20 |
Accrued sales rebates | 141 | 420 |
Accrued health insurance costs | 67 | 285 |
Accrued warranty | 56 | 50 |
Other | 21 | 33 |
Total other accrued liabilities | $ 2,697 | $ 2,370 |
Other Accrued Liabilities - S_2
Other Accrued Liabilities - Schedule of Changes in Accrued Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Accrual balance at beginning of year | $ 50 | $ 49 |
Accruals for warranties | 6 | 91 |
Settlements made | 0 | (90) |
Accrual balance at end of year | $ 56 | $ 50 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Apr. 03, 2019 | Oct. 04, 2016 | Feb. 23, 2016 | Apr. 08, 2019 | Feb. 23, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 01, 2019 | Oct. 01, 2018 | Nov. 20, 2017 | Jun. 30, 2017 |
Debt Instrument [Line Items] | |||||||||||
Notes payable | $ 6,513,000 | $ 5,969,000 | |||||||||
Repayments of lines of credit | $ 32,734,000 | $ 41,564,000 | |||||||||
Annual review delivery period | 105 days | 105 days | |||||||||
KBS Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notes payable | $ 3,700,000 | ||||||||||
Revolving line of credit | 4,000,000 | ||||||||||
Line of credit with maximum borrowing availability | $ 4,000,000 | ||||||||||
Term extension period | 1 year | ||||||||||
Annual facilities fee percentage | 1.50% | ||||||||||
Monthly collateral monitoring fee percentage | 10.00% | ||||||||||
KBS Loan Agreement | Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 2.75% | ||||||||||
EBGL Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notes payable | $ 2,800,000 | ||||||||||
Revolving line of credit | $ 3,000,000 | ||||||||||
Line of credit with maximum borrowing availability | $ 3,000,000 | $ 3,000,000 | |||||||||
Term extension period | 1 year | ||||||||||
Initial line of credit availability | $ 1,000,000 | ||||||||||
Maximum increased amount of line of credit | 3,000,000 | ||||||||||
Amount of line of credit increment | $ 500,000 | ||||||||||
Minimum debt service coverage ratio | 100.00% | ||||||||||
Audited financial statements delivery period | 120 days | ||||||||||
EBGL Loan Agreement | Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 1.50% | ||||||||||
Borrowing bearing variable interest rate | 2.75% | ||||||||||
KBS Loan Agreement, Maturing February 22, 2019 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term extension period | 1 year | ||||||||||
KBS Loan Agreement, Maturing February 22, 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term extension period | 1 year | ||||||||||
Payment Guarantee | Director | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Guarantor obligation | $ 500,000 | ||||||||||
Subsequent Event | Payment Guarantee | Director | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Guarantor obligation | $ 600,000 | ||||||||||
Eight Amendment To Loan And Security Agreement [Member] | KBS Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit with maximum borrowing availability | $ 600,000 | ||||||||||
Eight Amendment To Loan And Security Agreement [Member] | Subsequent Event | KBS Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument periodic payment | $ 75,000 | ||||||||||
Repayments of lines of credit | $ 600,000 | ||||||||||
Promissory note payable to Gerber Finance | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument periodic payment | $ 75,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 17, 2018 | Jun. 01, 2018 | Jan. 12, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 29, 2017 |
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 5,161 | $ 4,129 | ||||||
Current portion | (3,048) | (1,068) | ||||||
Noncurrent portion | 2,113 | 3,061 | ||||||
Promissory note payable to Gerber Finance | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | 3,000 | 3,000 | ||||||
Pledge agreement amount, plus fees | 3,000 | |||||||
Vehicle Financing | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 79 | 0 | ||||||
Debt interest rate | 5.90% | |||||||
EBGL Capital Lease Computer Equipment | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate | 9.00% | |||||||
Debt instrument periodic payment | $ 1,105 | |||||||
Software installment payment agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 21 | 35 | ||||||
Debt interest rate | 8.00% | |||||||
Debt instrument periodic payment | $ 1,199 | |||||||
Revolving equipment credit line, unsecured | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 10 | 12 | ||||||
Amended deferred payments to EBGL Sellers | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | 1,034 | $ 0 | $ 1,440 | |||||
Debt interest rate | 15.14% | |||||||
Debt instrument periodic payment | $ 100 | $ 100,000 | ||||||
Prime Rate | Promissory note payable to Gerber Finance | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.00% | |||||||
LSV Co-Invest I Promissory Note, Issued June 01, 2018 | Promissory Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 909 | 0 | ||||||
Debt interest rate | 10.00% | 10.00% | ||||||
Paid-in kind interest rate | 12.00% | 12.00% | ||||||
LSV Co-Invest I Promissory Note, Issued January 12, 2018 | Promissory Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 528 | 0 | ||||||
Debt interest rate | 10.00% | 10.00% | ||||||
Paid-in kind interest rate | 12.00% | 12.00% | ||||||
Lone Star Value Management, Unsecured Promissory Note, Issued December 17, 2018 | Promissory Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 300 | 0 | ||||||
Debt interest rate | 10.00% | 10.00% | ||||||
Paid-in kind interest rate | 12.00% | 12.00% | ||||||
Digirad Unsecured Promissory Note, Issued December 12, 2018 | Promissory Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 275 | 0 | ||||||
Debt interest rate | 10.00% | |||||||
Paid-in kind interest rate | 12.00% | |||||||
EBGL Capital Lease Computer Equipment | Capital Lease Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 39 | $ 48 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Dec. 17, 2018USD ($)shares | Jun. 01, 2018USD ($)shares | Jan. 12, 2018USD ($)shares | Sep. 29, 2017USD ($)$ / sharesshares | Sep. 29, 2017$ / sharesshares | Jun. 30, 2017USD ($)installment | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($)installment | Dec. 31, 2018USD ($)shares | Dec. 31, 2014shares | Dec. 14, 2018USD ($) | Dec. 31, 2017USD ($)shares | Jul. 01, 2017USD ($) | Jun. 29, 2017USD ($) | Sep. 30, 2015shares |
Debt Instrument [Line Items] | ||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 2,466,219 | 2,366,219 | ||||||||||||||
Long term debt | $ 5,161,000 | $ 4,129,000 | ||||||||||||||
Percent of stock holders needed to resale shares | 6666.67% | |||||||||||||||
Outstanding debt | $ 11,700,000 | |||||||||||||||
EBGL Sellers | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value of deferred payments owing to EBGL Sellers | $ 750,000 | |||||||||||||||
Monthly payments payable | 890,000 | $ 890,000 | ||||||||||||||
Long term debt | $ 1,800,000 | 1,800,000 | $ 1,600,000 | |||||||||||||
Initial payment of deferred consideration | 200,000 | |||||||||||||||
Payments for previous acquisition | $ 200,000 | |||||||||||||||
Deferred payments, remaining installments | installment | 16 | 16 | ||||||||||||||
Amended deferred payments to EBGL Sellers | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate | 15.14% | |||||||||||||||
Long term debt | $ 0 | 1,034,000 | $ 1,440,000 | |||||||||||||
Debt instrument periodic payment | $ 100,000 | $ 100,000,000 | ||||||||||||||
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] | ||||||||||||||||
Promissory notes, annual interest rate | 12.00% | |||||||||||||||
LSV Co-Invest I Promissory Note, Issued January 12, 2018 | Promissory Note | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||||||||
Debt principal amount | $ 500,000 | |||||||||||||||
Promissory notes, annual interest rate | 12.00% | 12.00% | ||||||||||||||
Interest payment percentage in cash | 50.00% | 50.00% | ||||||||||||||
Interest payment percentage in PIK interest | 50.00% | 50.00% | ||||||||||||||
Long term debt | $ 528,000 | 0 | ||||||||||||||
LSV Co-Invest I Promissory Note, Issued June 01, 2018 | Promissory Note | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||||||||
Debt principal amount | $ 900,000 | |||||||||||||||
Promissory notes, annual interest rate | 12.00% | 12.00% | ||||||||||||||
Long term debt | $ 909,000 | 0 | ||||||||||||||
Digirad Unsecured Promissory Note, Issued December 12, 2018 | Promissory Note | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||
Debt principal amount | $ 300,000 | $ 300,000 | ||||||||||||||
Promissory notes, annual interest rate | 12.00% | |||||||||||||||
Long term debt | $ 275,000 | 0 | ||||||||||||||
Lone Star Value Management, Unsecured Promissory Note, Issued December 17, 2018 | Promissory Note | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||||||||
Debt principal amount | $ 300,000 | $ 300,000 | ||||||||||||||
Promissory notes, annual interest rate | 12.00% | 12.00% | ||||||||||||||
Long term debt | $ 300,000 | $ 0 | ||||||||||||||
LSV Co-Invest I Promissory Notes | Promissory Note | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt | $ 1,400,000 | $ 1,400,000 | ||||||||||||||
Securities Purchase Agreement | Lone Star Value Co-Invest I. LP | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||
Debt principal amount | $ 500,000 | |||||||||||||||
Securities Purchase Agreement | Payment In-Kind | Lone Star Value Co-Invest I. LP | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||
Registration Rights Agreement | LSVI | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Converted into common stock (in shares) | shares | 107,297 | |||||||||||||||
Exchange Agreement | LSVI | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of outstanding shares | 45.00% | 45.00% | ||||||||||||||
Exchange Agreement | LSVM | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of shares owned (in shares) | shares | 10,000 | |||||||||||||||
Series B Cumulative Preferred Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Dividend rate percentage | 10.00% | 10.00% | ||||||||||||||
Series B Cumulative Preferred Stock | Exchange Agreement | LSVI and LSV Co-Invest I | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of common stock shares exchange (in shares) | shares | 132,548 | |||||||||||||||
Dividend rate percentage | 10.00% | |||||||||||||||
Par value of Series B Stock (in shares) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Number of common stock shares cancellation | $ 13,300,000 | |||||||||||||||
ATRM Holdings, Inc. | LSVI | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 1,067,885 | |||||||||||||||
Percentage of outstanding shares | 45.10% | |||||||||||||||
Common stock rights (in shares) | shares | 900,000 | |||||||||||||||
Number of shares owned (in shares) | shares | 1,067,855 | |||||||||||||||
ATRM Holdings, Inc. | LSVI GP | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 3,005 | |||||||||||||||
ATRM Holdings, Inc. | Series B Cumulative Preferred Stock | LSV Co-Invest I | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 363,651 | 353,060 | ||||||||||||||
ATRM Holdings, Inc. | Common Class B | LSVI | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 216,094 | 209,800 | ||||||||||||||
ATRM Holdings, Inc. | Common Stock | LSVI GP | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 3,005 | |||||||||||||||
Jeffrey E. Eberwein | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 415,012 | |||||||||||||||
Percentage of outstanding shares | 17.40% | 17.00% | ||||||||||||||
Minimum | Digirad Unsecured Promissory Note, Issued December 12, 2018 | Promissory Note | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||||||||
Maximum | Digirad Unsecured Promissory Note, Issued December 12, 2018 | Promissory Note | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt interest rate | 12.00% | 12.00% | ||||||||||||||
Measurement Input, Discount Rate | Amended deferred payments to EBGL Sellers | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument fair value input | 0.1514 | |||||||||||||||
Gerber Finance Inc | EBGL Acquisition | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Outstanding debt | $ 3,000,000 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2019 | $ 3,048 | |
2020 | 2,048 | |
2021 | 28 | |
2022 | 21 | |
2023 | 16 | |
Total long-term debt | $ 5,161 | $ 4,129 |
Leases and Rent Expense - Narra
Leases and Rent Expense - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)owner | |
Operating Leased Assets [Line Items] | |
Lease rental expense | $ | $ 22,135 |
Option to renew term | 5 years |
EBGL Sellers | |
Operating Leased Assets [Line Items] | |
Controllers of leased facilities | owner | 2 |
Owners of EBGL Sellers | ATRM Holdings, Inc. | |
Operating Leased Assets [Line Items] | |
Percent of common stock owned | 10.00% |
Leases and Rent Expense - Sched
Leases and Rent Expense - Schedule of Future Minimum Operating Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 267 |
2020 | 272 |
2021 | 207 |
2022 | 0 |
2023 | 0 |
Total minimum lease payments | $ 746 |
Leases and Rent Expense - Sch_2
Leases and Rent Expense - Schedule of Operating Leases Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Leased Assets [Line Items] | ||
Total rent expense | $ 337 | $ 331 |
Paid to companies controlled by certain shareholders | ||
Operating Leased Assets [Line Items] | ||
Total rent expense | 294 | 278 |
Paid to others | ||
Operating Leased Assets [Line Items] | ||
Total rent expense | $ 43 | $ 53 |
Equity (Details)
Equity (Details) | Dec. 04, 2017shares | Dec. 04, 2017shares | Sep. 29, 2017$ / sharesshares | Dec. 31, 2019 | Dec. 31, 2018shares | Dec. 31, 2017shares | Dec. 03, 2017shares |
Class of Stock [Line Items] | |||||||
Authorized shares of Series B Stock (in shares) | 2,000,000 | 2,000,000 | |||||
Authorized capital stock | 10,000,000 | 10,000,000 | 3,200,000 | ||||
Restriction of direct or indirect transfer of common stock to limit ownership threshold | 4.99% | ||||||
Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Authorized shares of Series B Stock (in shares) | 160,000 | ||||||
Par value of Series B Stock (in shares) | $ / shares | $ 0.001 | ||||||
Stated value per share of Series B Stock (in usd per share) | $ / shares | $ 100 | ||||||
Dividend rate percentage | 10.00% | ||||||
Forward stock split | 4 | 4 | |||||
Maximum | |||||||
Class of Stock [Line Items] | |||||||
Restriction of direct or indirect transfer of common stock to limit ownership threshold | 4.99% | ||||||
Minimum | |||||||
Class of Stock [Line Items] | |||||||
Restriction of direct or indirect transfer of common stock to limit ownership threshold | 4.99% | ||||||
Payment In-Kind | Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate percentage | 12.00% | ||||||
Scenario, Forecast | Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate percentage | 12.00% |
Stock Incentive Plans and Sha_2
Stock Incentive Plans and Share-Based Compensation - Narrative (Details) - USD ($) | Dec. 12, 2018 | Dec. 18, 2017 | Oct. 19, 2016 | Jun. 05, 2015 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Former Chief Financial Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards (in shares) | 10,000 | |||||
Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards (in shares) | 10,000 | |||||
Directors And Chief Financial Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
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 | $ 53,800 | |||||
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 | Directors And Chief Financial Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards (in shares) | 10,000 | |||||
Vesting period | 1 year | |||||
Fair value of stock awards (in usd per share) | $ 1.18 | |||||
Share-based compensation expense | $ 80,600 | $ 3,100 | ||||
2014 Incentive Plan | Directors, Chief Executive Officer and Chief Financial Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards (in shares) | 10,000 | |||||
Fair value of stock awards (in usd per share) | $ 0.20 | |||||
2014 Incentive Plan | Board of Director's Special Committee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards (in shares) | 10,000 | |||||
Prior to January 1, 2016 | 2014 Incentive Plan | Directors And Chief Financial Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards (in shares) | 70,000 | |||||
Prior to January 1, 2016 | 2014 Incentive Plan | Directors, Chief Executive Officer and Chief Financial Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards (in shares) | 70,000 | |||||
Prior to January 1, 2016 | 2014 Incentive Plan | Board of Director's Special Committee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards (in shares) | 40,000 |
Tax Benefit Preservation Plan_2
Tax Benefit Preservation Plan / Preferred Stock Rights (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 13, 2014 |
Class of Stock [Line Items] | |||
Acquired beneficial ownership | 50.00% | 4.99% | |
Number of securities called by each right (in shares) | 0.001 | ||
Exercise price of right (USD per share) | $ 3,000 | ||
Series B preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |
Exercisable rights (in shares) | 0 | ||
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Series B preferred stock, par value (in usd per share) | $ 0.001 | ||
Domestic Tax Authority | |||
Class of Stock [Line Items] | |||
Operating loss carryforwards | $ 104.7 | ||
State and Local Jurisdiction | |||
Class of Stock [Line Items] | |||
Operating loss carryforwards | $ 23.3 |
Employee Savings 401(k) Plan (D
Employee Savings 401(k) Plan (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Minimum age for full time employees | 21 years |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit computed at federal statutory rate | $ (745) | $ (3,084) |
State taxes, net of federal benefit | 230 | 557 |
Increase (decrease) in valuation allowance | 894 | (10,645) |
Adjustment to income tax accruals | (380) | (870) |
Non-deductible expenses | 1 | 317 |
Impact of Tax Reform | 0 | 13,736 |
Total income tax expense | $ 0 | $ 11 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Accounts receivable | $ 76 | $ 48 |
Employee compensation and benefits | 52 | 61 |
Contingent consideration | (16) | (106) |
Amortization | 1,810 | 1,445 |
Deferred acquisition costs | 194 | 212 |
NOL and tax credit carryforwards | 24,154 | 24,064 |
Other, net | 392 | 27 |
Deferred tax assets | 26,662 | 25,751 |
Less valuation allowance | (26,672) | (25,779) |
Net deferred tax liabilities | $ (10) | $ (28) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Millions | Dec. 31, 2018USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 104.7 |
Operating loss carryforwards, subject to expiration | 102.5 |
Operating loss carryforwards, not subject to expiration | 2.2 |
State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 23.3 |
Research Tax Credit Carryforward | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards | $ 0.8 |
Product Line, Geographic, Sig_3
Product Line, Geographic, Significant Customer and Concentration of Credit Risk Data - Schedule of Product Information (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Percentage of total sales | 100.00% | 100.00% |
Residential homes | ||
Segment Reporting Information [Line Items] | ||
Percentage of total sales | 57.00% | 68.00% |
Commercial structures | ||
Segment Reporting Information [Line Items] | ||
Percentage of total sales | 43.00% | 32.00% |
Product Line, Geographic, Sig_4
Product Line, Geographic, Significant Customer and Concentration of Credit Risk Data - Schedule of Percentage of Total Sales and Accounts Receivable from Customer (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Percentage of total sales | 100.00% | 100.00% |
Residential Customers | Customer A | ||
Segment Reporting Information [Line Items] | ||
Percentage of total sales | 10.40% | |
Percentage of accounts receivable | 14.10% | |
Commercial Customers | Customer B | ||
Segment Reporting Information [Line Items] | ||
Percentage of accounts receivable | 16.20% | 16.80% |
Commercial Customers | Customer C | ||
Segment Reporting Information [Line Items] | ||
Percentage of total sales | 10.80% | |
Percentage of accounts receivable | 15.70% | 15.70% |
Commercial Customers | Customer D | ||
Segment Reporting Information [Line Items] | ||
Percentage of accounts receivable | 10.80% |
Operating Segments - Narrative
Operating Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018segments | |
Segment Reporting [Abstract] | |
Number of operating segment | 2 |
Operating Segments - Schedule o
Operating Segments - Schedule of Financial Information of Reportable Segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Segment net sales | $ 34,477,000 | $ 40,553,000 |
Depreciation and amortization expense | 739,000 | 903,000 |
Segment goodwill impairment expense | 0 | 3,020,000 |
Segment net loss | 3,658,342 | |
Total segment assets | 15,133,064 | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment net sales | 34,477,000 | 40,553,000 |
Depreciation and amortization expense | 739,000 | 903,000 |
Segment goodwill impairment expense | 0 | 3,020,000 |
Interest expense, net | 869,000 | 1,170,000 |
Segment net loss | (2,067,000) | (6,114,000) |
Total segment assets | 10,937,000 | 12,009,000 |
Expenditures for segment assets | 121,000 | 443,000 |
Operating Segments | Modular Home Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Segment net sales | 16,907,000 | 24,229,000 |
Depreciation and amortization expense | 538,000 | 504,000 |
Segment goodwill impairment expense | 0 | 0 |
Interest expense, net | 337,000 | 378,000 |
Segment net loss | (1,069,000) | (1,948,000) |
Total segment assets | 6,611,000 | 7,468,000 |
Expenditures for segment assets | 12,000 | 405,000 |
Operating Segments | Structural Wall Panel Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Segment net sales | 17,570,000 | 16,324,000 |
Depreciation and amortization expense | 201,000 | 399,000 |
Segment goodwill impairment expense | 0 | 3,020,000 |
Interest expense, net | 532,000 | 792,000 |
Segment net loss | (998,000) | (4,166,000) |
Total segment assets | 4,326,000 | 4,541,000 |
Expenditures for segment assets | $ 109,000 | $ 38,000 |
Operating Segments - Schedule_2
Operating Segments - Schedule of Reconciliation of Operating Segment Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Segment net sales | $ 34,477,000 | $ 40,553,000 |
Interest expense | (997,000) | (2,278,000) |
Change in fair value of contingent earn-out | 6,000 | 437,000 |
Provision for income taxes | 0 | 11,000 |
Net loss | (3,516,000) | (8,677,000) |
Total assets for reportable segments | 15,133,064 | |
Consolidated assets | 11,578,000 | 12,915,000 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment net sales | 34,477,000 | 40,553,000 |
Interest expense | (869,000) | (1,170,000) |
Net loss | (2,067,000) | (6,114,000) |
Total assets for reportable segments | 10,937,000 | 12,009,000 |
Other assets | 641,000 | 906,000 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Other corporate expenses | (1,327,000) | (1,805,000) |
Interest expense | (128,000) | (1,108,000) |
Change in fair value of contingent earn-out | 6,000 | 361,000 |
Provision for income taxes | $ 0 | $ (11,000) |
Operating Segments - Schedule_3
Operating Segments - Schedule of Other Operating Segment Adjustments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Depreciation and amortization expense | $ 739 | $ 903 |
Segment goodwill impairment expense | 0 | 3,020 |
Interest expense | 997 | 2,278 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization expense | 739 | 903 |
Segment goodwill impairment expense | 0 | 3,020 |
Interest expense | 869 | 1,170 |
Unallocated Amounts | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization expense | 0 | 0 |
Segment goodwill impairment expense | 0 | 0 |
Interest expense | $ 128 | $ 1,108 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 03, 2019USD ($) | Apr. 01, 2019USD ($) | Dec. 14, 2018USD ($) | Sep. 10, 2018 | Jun. 14, 2019shares | Feb. 22, 2019USD ($) | Dec. 31, 2018USD ($)shares | Dec. 17, 2018USD ($)shares | Jun. 01, 2018shares | Jan. 12, 2018shares | Dec. 31, 2017shares | Nov. 20, 2017USD ($) | Feb. 13, 2014 |
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares outstanding (in shares) | shares | 2,466,219 | 2,366,219 | |||||||||||
Acquired beneficial ownership | 50.00% | 4.99% | |||||||||||
KBS Loan Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Line of credit with maximum borrowing availability | $ 4,000,000 | ||||||||||||
Jeffrey E. Eberwein | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of outstanding shares | 17.40% | 17.00% | |||||||||||
Common stock, shares outstanding (in shares) | shares | 415,012 | ||||||||||||
Ninth Amendment To Loan And Security Agreement | Subsequent Event | KBS Loan Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Line of credit with maximum borrowing availability | $ 600,000 | ||||||||||||
Lone Star Value Management, Unsecured Promissory Note, Issued December 17, 2018 | Promissory Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Unsecured promissory note principal amount | $ 300,000 | $ 300,000 | |||||||||||
ATRM Holdings, Inc. | Digirad | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Consideration conversion ratio | 0.4 | ||||||||||||
LSVM | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Purchase price | $ 100 | ||||||||||||
Payment Guarantee | Director | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Guarantor obligation | $ 500,000 | ||||||||||||
Payment Guarantee | Director | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Guarantor obligation | $ 600,000 | ||||||||||||
Star Procurement, LLC | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Acquired beneficial ownership | 50.00% | ||||||||||||
Initial capital contribution | $ 1,000,000 | ||||||||||||
947 Waterford | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Lease purchase price | $ 1,000,000 | ||||||||||||
Lease initial term | 120 months | ||||||||||||
947 Waterford | Minimum | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Base rental payments | $ 1,200,000 | ||||||||||||
947 Waterford | Maximum | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Base rental payments | 1,300,000 | ||||||||||||
Park Lease | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Lease purchase price | $ 2,900,000 | ||||||||||||
Lease initial term | 120 months | ||||||||||||
Park Lease | Minimum | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Base rental payments | $ 3,300,000 | ||||||||||||
Park Lease | Maximum | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Base rental payments | $ 3,600,000 | ||||||||||||
Oxford Lease | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Lease initial term | 120 months | ||||||||||||
Oxford Lease | Minimum | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Base rental payments | $ 1,400,000 | ||||||||||||
Oxford Lease | Maximum | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Base rental payments | $ 1,600,000 | ||||||||||||
Digirad | Jeffrey E. Eberwein | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of outstanding shares | 4.30% | ||||||||||||
Common stock, shares outstanding (in shares) | shares | 869,152 | ||||||||||||
ATRM Holdings, Inc. | Jeffrey E. Eberwein | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of outstanding shares | 17.40% | ||||||||||||
ATRM Holdings, Inc. | LSVI | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of outstanding shares | 45.10% | ||||||||||||
Common stock, shares outstanding (in shares) | shares | 1,067,885 | ||||||||||||
Series B Cumulative Preferred Stock | ATRM Holdings, Inc. | LSVI | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares outstanding (in shares) | shares | 216,094 | ||||||||||||
Series B Cumulative Preferred Stock | ATRM Holdings, Inc. | LSV Co-Invest I | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares outstanding (in shares) | shares | 363,651 | 353,060 | |||||||||||
Series B Cumulative Preferred Stock | ATRM Holdings, Inc. | LSV Co-Invest I | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common stock, shares outstanding (in shares) | shares | 363,651 |
Uncategorized Items - atrm-2018
Label | Element | Value |
Modular Home Manufacturing [Member] | ||
Contract with Customer, Liability, Current | us-gaap_ContractWithCustomerLiabilityCurrent | $ 682,000 |
Structural Wall Panel Manufacturing [Member] | ||
Contract with Customer, Liability, Current | us-gaap_ContractWithCustomerLiabilityCurrent | $ 300,000 |