digirad-2023093012/312023Q3FALSE00007073880.01200007073882023-01-012023-09-300000707388us-gaap:CommonStockMember2023-01-012023-09-300000707388us-gaap:SeriesAMember2023-01-012023-09-3000007073882023-11-03xbrli:shares0000707388us-gaap:ProductMember2023-07-012023-09-30iso4217:USD0000707388us-gaap:ProductMember2022-07-012022-09-300000707388us-gaap:ProductMember2023-01-012023-09-300000707388us-gaap:ProductMember2022-01-012022-09-3000007073882023-07-012023-09-3000007073882022-07-012022-09-3000007073882022-01-012022-09-300000707388us-gaap:RealEstateMember2023-07-012023-09-300000707388us-gaap:RealEstateMember2022-07-012022-09-300000707388us-gaap:RealEstateMember2023-01-012023-09-300000707388us-gaap:RealEstateMember2022-01-012022-09-30iso4217:USDxbrli:shares00007073882023-09-3000007073882022-12-310000707388us-gaap:SeriesAPreferredStockMember2022-12-310000707388us-gaap:SeriesAPreferredStockMember2023-09-300000707388us-gaap:SeriesCPreferredStockMember2023-09-300000707388us-gaap:SeriesCPreferredStockMember2022-12-3100007073882021-12-3100007073882022-09-300000707388us-gaap:PreferredStockMember2022-12-310000707388us-gaap:CommonStockMember2022-12-310000707388us-gaap:TreasuryStockCommonMember2022-12-310000707388us-gaap:AdditionalPaidInCapitalMember2022-12-310000707388us-gaap:RetainedEarningsMember2022-12-310000707388us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-3100007073882023-01-012023-03-310000707388us-gaap:CommonStockMember2023-01-012023-03-310000707388us-gaap:RetainedEarningsMember2023-01-012023-03-310000707388us-gaap:PreferredStockMember2023-03-310000707388us-gaap:CommonStockMember2023-03-310000707388us-gaap:TreasuryStockCommonMember2023-03-310000707388us-gaap:AdditionalPaidInCapitalMember2023-03-310000707388us-gaap:RetainedEarningsMember2023-03-3100007073882023-03-310000707388us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-3000007073882023-04-012023-06-300000707388us-gaap:CommonStockMember2023-04-012023-06-300000707388us-gaap:RetainedEarningsMember2023-04-012023-06-300000707388us-gaap:PreferredStockMember2023-06-300000707388us-gaap:CommonStockMember2023-06-300000707388us-gaap:TreasuryStockCommonMember2023-06-300000707388us-gaap:AdditionalPaidInCapitalMember2023-06-300000707388us-gaap:RetainedEarningsMember2023-06-3000007073882023-06-300000707388us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-300000707388us-gaap:CommonStockMember2023-07-012023-09-300000707388us-gaap:RetainedEarningsMember2023-07-012023-09-300000707388us-gaap:PreferredStockMember2023-09-300000707388us-gaap:CommonStockMember2023-09-300000707388us-gaap:TreasuryStockCommonMember2023-09-300000707388us-gaap:AdditionalPaidInCapitalMember2023-09-300000707388us-gaap:RetainedEarningsMember2023-09-300000707388us-gaap:PreferredStockMember2021-12-310000707388us-gaap:CommonStockMember2021-12-310000707388us-gaap:TreasuryStockCommonMember2021-12-310000707388us-gaap:AdditionalPaidInCapitalMember2021-12-310000707388us-gaap:RetainedEarningsMember2021-12-310000707388us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-3100007073882022-01-012022-03-310000707388us-gaap:CommonStockMember2022-01-012022-03-310000707388us-gaap:RetainedEarningsMember2022-01-012022-03-3100007073882022-03-310000707388us-gaap:PreferredStockMember2022-03-310000707388us-gaap:CommonStockMember2022-03-310000707388us-gaap:TreasuryStockCommonMember2022-03-310000707388us-gaap:AdditionalPaidInCapitalMember2022-03-310000707388us-gaap:RetainedEarningsMember2022-03-310000707388us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-3000007073882022-04-012022-06-300000707388us-gaap:CommonStockMember2022-04-012022-06-300000707388us-gaap:PreferredStockMember2022-04-012022-06-300000707388us-gaap:RetainedEarningsMember2022-04-012022-06-3000007073882022-06-300000707388us-gaap:PreferredStockMember2022-06-300000707388us-gaap:CommonStockMember2022-06-300000707388us-gaap:TreasuryStockCommonMember2022-06-300000707388us-gaap:AdditionalPaidInCapitalMember2022-06-300000707388us-gaap:RetainedEarningsMember2022-06-300000707388us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-300000707388us-gaap:CommonStockMember2022-07-012022-09-300000707388us-gaap:RetainedEarningsMember2022-07-012022-09-300000707388us-gaap:PreferredStockMember2022-09-300000707388us-gaap:CommonStockMember2022-09-300000707388us-gaap:TreasuryStockCommonMember2022-09-300000707388us-gaap:AdditionalPaidInCapitalMember2022-09-300000707388us-gaap:RetainedEarningsMember2022-09-30digirad:segment0000707388digirad:DigiradHealthIncMemberdigirad:TTGImagingSolutionsLLCAndInsigniaParentLLCMember2023-05-04xbrli:pure0000707388digirad:DigiradHealthIncMemberdigirad:TTGImagingSolutionsLLCAndInsigniaParentLLCMember2023-05-042023-05-040000707388us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberdigirad:HealthcareBusinessMember2023-07-012023-09-300000707388us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberdigirad:HealthcareBusinessMember2022-07-012022-09-300000707388us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberdigirad:HealthcareBusinessMember2023-01-012023-09-300000707388us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberdigirad:HealthcareBusinessMember2022-01-012022-09-300000707388digirad:HealthcareBusinessMemberus-gaap:DiscontinuedOperationsHeldforsaleMember2022-12-310000707388us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberdigirad:HealthcareBusinessMember2023-09-300000707388us-gaap:ProductMemberdigirad:ConstructionSegmentMember2023-07-012023-09-300000707388us-gaap:ProductMemberdigirad:ConstructionSegmentMember2022-07-012022-09-300000707388digirad:ConstructionSegmentMember2023-07-012023-09-300000707388digirad:ConstructionSegmentMember2022-07-012022-09-300000707388us-gaap:TransferredOverTimeMemberdigirad:ConstructionSegmentMember2023-07-012023-09-300000707388us-gaap:TransferredOverTimeMember2023-07-012023-09-300000707388us-gaap:TransferredOverTimeMemberdigirad:ConstructionSegmentMember2022-07-012022-09-300000707388us-gaap:TransferredOverTimeMember2022-07-012022-09-300000707388digirad:ConstructionSegmentMemberus-gaap:TransferredAtPointInTimeMember2023-07-012023-09-300000707388us-gaap:TransferredAtPointInTimeMember2023-07-012023-09-300000707388digirad:ConstructionSegmentMemberus-gaap:TransferredAtPointInTimeMember2022-07-012022-09-300000707388us-gaap:TransferredAtPointInTimeMember2022-07-012022-09-300000707388us-gaap:ProductMemberdigirad:ConstructionSegmentMember2023-01-012023-09-300000707388us-gaap:ProductMemberdigirad:ConstructionSegmentMember2022-01-012022-09-300000707388digirad:ConstructionSegmentMember2023-01-012023-09-300000707388digirad:ConstructionSegmentMember2022-01-012022-09-300000707388us-gaap:TransferredOverTimeMemberdigirad:ConstructionSegmentMember2023-01-012023-09-300000707388us-gaap:TransferredOverTimeMember2023-01-012023-09-300000707388us-gaap:TransferredOverTimeMemberdigirad:ConstructionSegmentMember2022-01-012022-09-300000707388us-gaap:TransferredOverTimeMember2022-01-012022-09-300000707388digirad:ConstructionSegmentMemberus-gaap:TransferredAtPointInTimeMember2023-01-012023-09-300000707388us-gaap:TransferredAtPointInTimeMember2023-01-012023-09-300000707388digirad:ConstructionSegmentMemberus-gaap:TransferredAtPointInTimeMember2022-01-012022-09-300000707388us-gaap:TransferredAtPointInTimeMember2022-01-012022-09-300000707388us-gaap:RestrictedStockUnitsRSUMember2023-07-012023-09-300000707388us-gaap:RestrictedStockUnitsRSUMember2022-07-012022-09-300000707388us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-09-300000707388us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-09-300000707388us-gaap:EmployeeStockOptionMember2023-07-012023-09-300000707388us-gaap:EmployeeStockOptionMember2022-07-012022-09-300000707388us-gaap:EmployeeStockOptionMember2023-01-012023-09-300000707388us-gaap:EmployeeStockOptionMember2022-01-012022-09-300000707388us-gaap:WarrantMember2023-07-012023-09-300000707388us-gaap:WarrantMember2022-07-012022-09-300000707388us-gaap:WarrantMember2023-01-012023-09-300000707388us-gaap:WarrantMember2022-01-012022-09-300000707388us-gaap:LandMember2023-09-300000707388us-gaap:LandMember2022-12-310000707388digirad:BuildingsAndLeaseholdImprovementsMember2023-09-300000707388digirad:BuildingsAndLeaseholdImprovementsMember2022-12-310000707388us-gaap:MachineryAndEquipmentMember2023-09-300000707388us-gaap:MachineryAndEquipmentMember2022-12-310000707388digirad:WaterfordMaineMember2023-06-302023-06-300000707388digirad:EBGLMember2023-01-012023-09-300000707388us-gaap:SubsequentEventMembersrt:ScenarioForecastMemberdigirad:DigiradHealthIncMemberdigirad:TTGImagingSolutionsLLCAndInsigniaParentLLCMember2026-05-040000707388us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2023-09-300000707388srt:MinimumMember2023-01-012023-09-300000707388srt:MaximumMember2023-01-012023-09-300000707388us-gaap:FairValueInputsLevel1Member2023-09-300000707388us-gaap:FairValueInputsLevel2Member2023-09-300000707388us-gaap:FairValueInputsLevel3Member2023-09-300000707388us-gaap:FairValueInputsLevel1Member2022-12-310000707388us-gaap:FairValueInputsLevel2Member2022-12-310000707388us-gaap:FairValueInputsLevel3Member2022-12-310000707388us-gaap:CommodityContractMember2023-01-012023-09-300000707388us-gaap:CommodityContractMember2022-01-012022-09-300000707388us-gaap:LongMember2023-01-012023-09-30digirad:boardFeet0000707388us-gaap:LongMember2023-09-30digirad:derivative0000707388us-gaap:LongMember2022-01-012022-12-310000707388us-gaap:LongMember2022-12-310000707388us-gaap:RevolvingCreditFacilityMemberdigirad:PremierLoanAgreementMember2023-09-300000707388us-gaap:RevolvingCreditFacilityMemberdigirad:PremierLoanAgreementMember2022-12-310000707388us-gaap:RevolvingCreditFacilityMemberdigirad:ECapitalEBGLLoanAgreementMember2023-09-300000707388us-gaap:RevolvingCreditFacilityMemberdigirad:ECapitalEBGLLoanAgreementMember2022-12-310000707388us-gaap:RevolvingCreditFacilityMemberdigirad:ShortTermCreditFacilitiesMember2023-09-300000707388us-gaap:RevolvingCreditFacilityMemberdigirad:ShortTermCreditFacilitiesMember2022-12-310000707388digirad:StarLoanAgreementMember2023-09-300000707388digirad:StarLoanAgreementMember2022-12-310000707388us-gaap:ShortTermDebtMember2023-09-300000707388us-gaap:ShortTermDebtMember2022-12-310000707388us-gaap:RevolvingCreditFacilityMemberdigirad:PremierLoanAgreementMember2023-08-160000707388us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberdigirad:PremierLoanAgreementMemberus-gaap:PrimeRateMember2023-08-162023-08-160000707388us-gaap:LineOfCreditMembersrt:MinimumMemberus-gaap:RevolvingCreditFacilityMemberdigirad:PremierLoanAgreementMember2023-08-160000707388us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberdigirad:ECapitalEBGLLoanAgreementMember2023-09-300000707388us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberdigirad:ECapitalKBSLoanAgreementMember2023-09-300000707388us-gaap:PrimeRateMemberdigirad:StarLoanAgreementMember2023-01-012023-09-300000707388us-gaap:OperatingSegmentsMemberdigirad:ConstructionSegmentMember2023-07-012023-09-300000707388us-gaap:OperatingSegmentsMemberdigirad:ConstructionSegmentMember2022-07-012022-09-300000707388us-gaap:OperatingSegmentsMemberdigirad:ConstructionSegmentMember2023-01-012023-09-300000707388us-gaap:OperatingSegmentsMemberdigirad:ConstructionSegmentMember2022-01-012022-09-300000707388us-gaap:OperatingSegmentsMemberdigirad:InvestmentsDivisionMember2023-07-012023-09-300000707388us-gaap:OperatingSegmentsMemberdigirad:InvestmentsDivisionMember2022-07-012022-09-300000707388us-gaap:OperatingSegmentsMemberdigirad:InvestmentsDivisionMember2023-01-012023-09-300000707388us-gaap:OperatingSegmentsMemberdigirad:InvestmentsDivisionMember2022-01-012022-09-300000707388us-gaap:IntersegmentEliminationMember2023-07-012023-09-300000707388us-gaap:IntersegmentEliminationMember2022-07-012022-09-300000707388us-gaap:IntersegmentEliminationMember2023-01-012023-09-300000707388us-gaap:IntersegmentEliminationMember2022-01-012022-09-300000707388us-gaap:CorporateNonSegmentMember2023-07-012023-09-300000707388us-gaap:CorporateNonSegmentMember2022-07-012022-09-300000707388us-gaap:CorporateNonSegmentMember2023-01-012023-09-300000707388us-gaap:CorporateNonSegmentMember2022-01-012022-09-300000707388us-gaap:PrivatePlacementMembersrt:BoardOfDirectorsChairmanMember2021-12-102021-12-1000007073882021-12-100000707388us-gaap:PrivatePlacementMembersrt:BoardOfDirectorsChairmanMember2021-12-100000707388srt:BoardOfDirectorsChairmanMemberdigirad:DigiradCorporationMember2023-09-300000707388srt:BoardOfDirectorsChairmanMemberus-gaap:SeriesAPreferredStockMemberdigirad:DigiradCorporationMember2023-09-300000707388digirad:SeriesACumulativePerpetualPreferredStockMember2023-09-30utr:Qdigirad:director00007073882023-02-172023-02-1700007073882023-05-192023-05-1900007073882023-08-172023-08-170000707388digirad:SeriesACumulativePerpetualPreferredStockMember2023-08-172023-08-170000707388digirad:SeriesACumulativePerpetualPreferredStockMember2023-05-192023-05-190000707388digirad:SeriesACumulativePerpetualPreferredStockMember2023-02-172023-02-170000707388digirad:A2022PublicStockOfferingMember2022-01-242022-01-240000707388digirad:PrefundedWarrantMemberdigirad:A2022PublicStockOfferingMember2022-01-242022-01-240000707388digirad:PrefundedWarrantMemberdigirad:A2022PublicStockOfferingMember2022-01-240000707388digirad:A2022PublicStockOfferingMemberdigirad:FirmPurchaseWarrantsMember2022-01-242022-01-240000707388digirad:A2022PublicStockOfferingMemberdigirad:FirmPurchaseWarrantsMember2022-01-240000707388digirad:OptionSharesMemberdigirad:A2022PublicStockOfferingMember2022-01-242022-01-240000707388digirad:A2022PublicStockOfferingMemberdigirad:OptionPurchaseWarrantsMember2022-01-242022-01-240000707388digirad:A2022PublicStockOfferingMember2022-01-240000707388digirad:A2022PublicStockOfferingMemberdigirad:FirmPurchaseWarrantsMemberdigirad:MaximGroupLLCMember2022-01-242022-01-240000707388digirad:A2022PublicStockOfferingMemberdigirad:FirmPurchaseWarrantsMemberdigirad:MaximGroupLLCMember2022-01-240000707388digirad:A2020PublicOfferingMember2023-01-012023-09-300000707388digirad:A2020PublicOfferingMember2023-09-300000707388digirad:A2022PublicStockOfferingMemberus-gaap:WarrantMember2023-09-300000707388digirad:PrefundedWarrantMember2023-09-300000707388digirad:PrefundedWarrantMemberdigirad:A2022PublicStockOfferingMember2023-09-300000707388us-gaap:SeriesCPreferredStockMember2021-06-1400007073882021-06-140000707388us-gaap:SubsequentEventMemberdigirad:BigLakeLumberMembersrt:MaximumMember2023-10-312023-10-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) | | | | | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| FOR THE QUARTERLY PERIOD ENDED | September 30, 2023 |
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| FOR THE TRANSITION PERIOD FROM TO |
Commission file number: 001-35947
Star Equity Holdings, Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | |
Delaware | | 33-0145723 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| | | | |
| 53 Forest Ave., Suite 101, | Old Greenwich | CT | | 06870 |
(Address of Principal Executive Offices) | | (Zip Code) |
(203) 489-9500
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | STRR | NASDAQ Global Market |
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | STRRP
| NASDAQ Global Market
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer | o | Accelerated filer | o |
| | | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes No ☒
As of November 3, 2023, the registrant had 15,826,217 shares of Common Stock ($0.0001 par value) outstanding.
STAR EQUITY HOLDINGS, INC.
TABLE OF CONTENTS
Important Information Regarding Forward-Looking Statements
Portions of this Quarterly Report on Form 10-Q (including information incorporated by reference) include “forward-looking statements” based on our current beliefs, expectations, and projections regarding our business strategies, market potential, future financial performance, industry, and other matters. This includes, in particular, “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q, as well as other portions of this Quarterly Report on Form 10-Q. The words “believe,” “expect,” “anticipate,” “project,” “could,” “would,” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause our actual results to differ materially from those projected, anticipated, or implied in the forward-looking statements. The most significant of these risks, uncertainties, and other factors are described in “Item 1A — Risk Factors” of this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission on March 15, 2023, as amended on May 1, 2023. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
STAR EQUITY HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (In thousands, except for per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2023 | | 2022 | | 2023 | | 2022 |
Revenues: | | | | | | | | |
| | | | | | | | |
Construction | | $ | 10,435 | | | $ | 11,107 | | | $ | 31,674 | | | $ | 39,544 | |
| | | | | | | | |
Total revenues | | 10,435 | | | 11,107 | | | 31,674 | | | 39,544 | |
| | | | | | | | |
Cost of revenues: | | | | | | | | |
| | | | | | | | |
Construction | | 8,187 | | | 7,975 | | | 22,433 | | | 32,341 | |
Investments | | 45 | | | 58 | | | 169 | | | 221 | |
Total cost of revenues | | 8,232 | | | 8,033 | | | 22,602 | | | 32,562 | |
| | | | | | | | |
Gross profit | | 2,203 | | | 3,074 | | | 9,072 | | | 6,982 | |
| | | | | | | | |
Operating expenses: | | | | | | | | |
Selling, general and administrative | | 3,434 | | | 3,096 | | | 11,327 | | | 9,981 | |
Amortization of intangible assets | | 430 | | | 430 | | | 1,290 | | | 1,290 | |
| | | | | | | | |
| | | | | | | | |
Total operating expenses | | 3,864 | | | 3,526 | | | 12,617 | | | 11,271 | |
| | | | | | | | |
Income (loss) from continuing operations | | (1,661) | | | (452) | | | (3,545) | | | (4,289) | |
| | | | | | | | |
Other income (expense): | | | | | | | | |
Other income (expense), net | | (965) | | | (713) | | | (506) | | | (1,157) | |
Interest income (expense), net | | 433 | | | (120) | | | 569 | | | (400) | |
| | | | | | | | |
Total other income (expense), net | | (532) | | | (833) | | | 63 | | | (1,557) | |
| | | | | | | | |
Income (loss) before income taxes from continuing operations | | (2,193) | | | (1,285) | | | (3,482) | | | (5,846) | |
Income tax benefit (provision) from continuing operations | | (172) | | | 299 | | | (233) | | | (861) | |
Income (loss) from continuing operations, net of tax | | (2,365) | | | (986) | | | (3,715) | | | (6,707) | |
Income (loss) from discontinued operations, net of tax (Note 10) | | (257) | | | (898) | | | 27,119 | | | (454) | |
Net income (loss) | | (2,622) | | | (1,884) | | | 23,404 | | | (7,161) | |
Deemed dividend on Series A perpetual preferred stock | | (479) | | | (479) | | | (1,437) | | | (1,437) | |
Net income (loss) attributable to common shareholders | | $ | (3,101) | | | $ | (2,363) | | | $ | 21,967 | | | $ | (8,598) | |
| | | | | | | | |
Net income (loss) per share | | | | | | | | |
Net income (loss) per share, continuing operations | | | | | | | | |
Basic* | | $ | (0.15) | | | $ | (0.06) | | | $ | (0.24) | | | $ | (0.46) | |
Diluted | | $ | (0.15) | | | $ | (0.06) | | | $ | (0.24) | | | $ | (0.46) | |
Net income (loss) per share, discontinued operations | | | | | | | | |
Basic* | | $ | (0.02) | | | $ | (0.06) | | | $ | 1.74 | | | $ | (0.03) | |
Diluted | | $ | (0.02) | | | $ | (0.06) | | | $ | 1.72 | | | $ | (0.03) | |
Net income (loss) per share | | | | | | | | |
Basic* | | $ | (0.17) | | | $ | (0.12) | | | $ | 1.50 | | | $ | (0.49) | |
Diluted* | | $ | (0.17) | | | $ | (0.12) | | | $ | 1.49 | | | $ | (0.49) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Net income (loss) per share, attributable to common shareholders | | | | | | | | |
Basic* | | $ | (0.20) | | | $ | (0.15) | | | $ | 1.41 | | | $ | (0.59) | |
Diluted* | | $ | (0.20) | | | $ | (0.15) | | | $ | 1.40 | | | $ | (0.59) | |
Weighted-average common shares outstanding | | | | | | | | |
Basic* | | 15,681 | | | 15,434 | | | 15,573 | | | 14,503 | |
Diluted* | | 15,819 | | | 15,434 | | | 15,743 | | | 14,503 | |
| | | | | | | | |
Dividends declared per share of Series A perpetual preferred stock | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.75 | | | $ | 0.75 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
*Earnings per share may not add due to rounding
See accompanying notes to the unaudited condensed consolidated financial statements.
STAR EQUITY HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts) | | | | | | | | | | | | |
| September 30, 2023 (unaudited) | | December 31, 2022 | |
Assets: | | | | |
Current assets: | | | | |
Cash and cash equivalents | $ | 20,691 | | | $ | 4,377 | | |
Restricted cash | 561 | | | 142 | | |
Investments in equity securities | 4,309 | | | 3,490 | | |
| | | | |
Accounts receivable, net of allowances of $116 and $270, respectively | 3,727 | | | 7,975 | | |
Note receivable, current portion | 223 | | | 73 | | |
Inventories, net | 4,243 | | | 4,678 | | |
Other current assets | 859 | | | 682 | | |
| | | | |
Current assets – discontinued operations | — | | | 17,851 | | |
Total current assets | 34,613 | | | 39,268 | | |
Property and equipment, net | 5,217 | | | 5,665 | | |
Operating lease right-of-use assets, net | 1,569 | | | 1,856 | | |
Intangible assets, net | 12,062 | | | 13,352 | | |
Goodwill | 4,438 | | | 4,438 | | |
| | | | |
Cost method investment | 6,000 | | | — | | |
Notes receivable | 8,327 | | | 1,285 | | |
Other assets | 36 | | | — | | |
Non-current assets – discontinued operations | — | | | 7,438 | | |
Total assets | $ | 72,262 | | | $ | 73,302 | | |
| | | | |
Liabilities and Stockholders’ Equity: | | | | |
Current liabilities: | | | | |
Accounts payable | $ | 1,141 | | | $ | 1,447 | | |
Accrued liabilities | 1,386 | | | 462 | | |
Accrued compensation | 1,633 | | | 1,838 | | |
Accrued warranty | 42 | | | 38 | | |
Lumber derivative contracts | 94 | | | 104 | | |
| | | | |
Deferred revenue | 1,479 | | | 1,673 | | |
Short-term debt | 537 | | | 3,383 | | |
Operating lease liabilities | 395 | | | 372 | | |
Finance lease liabilities | 54 | | | 82 | | |
| | | | |
Current liabilities - discontinued operations | — | | | 18,146 | | |
Total current liabilities | 6,761 | | | 27,545 | | |
Deferred tax liabilities | 254 | | | — | | |
Operating lease liabilities, net of current portion | 1,208 | | | 1,510 | | |
Finance lease liabilities, net of current portion | 45 | | | 96 | | |
| | | | |
Non-current liabilities - discontinued operations | — | | | 2,396 | | |
Total liabilities | 8,268 | | | 31,547 | | |
| | | | |
Commitments and contingencies (Note 9) | | | | |
| | | | |
| | | | |
| | | | |
Stockholders’ Equity: | | | | |
Preferred stock, $0.0001 par value: 10,000,000 shares authorized: Series A Preferred Stock, 8,000,000 shares authorized, liquidation preference ($10.00 per share), 1,915,637 shares issued and outstanding at September 30, 2023. (Liquidation preference: $18,988,390 as of September 30, 2023.) | 18,988 | | | 18,988 | | |
Series C Preferred stock, $0.0001 par value: 25,000 shares authorized; no shares issued or outstanding | — | | | — | | |
Common stock, $0.0001 par value: 50,000,000 shares authorized; 15,826,217 and 15,177,919 shares issued and outstanding (net of treasury shares) at September 30, 2023 and December 31, 2022, respectively | 2 | | | 1 | | |
Treasury stock, at cost; 258,849 shares at September 30, 2023 and December 31, 2022, respectively | (5,728) | | | (5,728) | | |
Additional paid-in capital | 160,549 | | | 161,715 | | |
| | | | |
Accumulated deficit | (109,817) | | | (133,221) | | |
| | | | | | | | | | | | |
Total stockholders’ equity | 63,994 | | | 41,755 | | |
Total liabilities and stockholders’ equity | $ | 72,262 | | | $ | 73,302 | | |
See accompanying notes to the unaudited condensed consolidated financial statements.
STAR EQUITY HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands) | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, |
| | 2023 | | 2022 |
Operating activities | | | | |
Net (loss) income | | $ | 23,404 | | | $ | (7,161) | |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | | | | |
Depreciation of property and equipment | | 762 | | | 1,369 | |
Amortization of intangible assets | | 1,290 | | | 1,290 | |
Non-cash lease expense | | 570 | | | 885 | |
Provision for bad debt, net | | 73 | | | 435 | |
Stock-based compensation | | 284 | | | 322 | |
| | | | |
Amortization of loan issuance costs | | 45 | | | 104 | |
| | | | |
Gain on sale of assets | | (512) | | | 156 | |
Gain on disposal of discontinued operations | | (26,680) | | | — | |
| | | | |
| | | | |
Deferred income taxes | | (221) | | | 225 | |
Unrealized (gain) loss of equity securities and lumber derivatives | | 14 | | | 2,132 | |
Changes in operating assets and liabilities: | | | | |
Accounts receivable | | 5,525 | | | 1,466 | |
Inventories | | (246) | | | (4,539) | |
Other assets | | 607 | | | (582) | |
Accounts payable | | 685 | | | 1,821 | |
Accrued compensation | | (784) | | | 345 | |
Deferred revenue and billings in excess of costs and estimated profit | | (460) | | | 1,034 | |
Operating lease liabilities | | (400) | | | (865) | |
Other liabilities | | (1,287) | | | 1,329 | |
Net cash provided (used) by operating activities | | 2,669 | | | (234) | |
| | | | |
Investing activities | | | | |
Purchases of property and equipment | | (568) | | | (1,232) | |
Proceeds from sale of discontinued operations | | 19,681 | | | — | |
Proceeds from sale of property and equipment | | 1,233 | | | 217 | |
Purchases of equity securities | | (1,090) | | | (3,994) | |
Proceeds from sales of equity securities | | 247 | | | 27 | |
| | | | |
Net cash provided (used) by investing activities | | 19,503 | | | (4,982) | |
| | | | |
Financing activities | | | | |
Proceeds from borrowings | | 35,969 | | | 80,061 | |
Repayment of debt | | (38,402) | | | (81,152) | |
| | | | |
| | | | |
Proceeds from the sale of common stock, warrants, and exercise of over allotment options | | 1 | | | 13,198 | |
Fees paid on issuance of common stock | | — | | | (450) | |
Proceeds from the exercise of warrants | | 4 | | | — | |
| | | | |
| | | | |
Taxes paid related to net share settlement of equity awards | | (16) | | | (5) | |
Repayment of obligations under finance leases | | (178) | | | (466) | |
Preferred stock dividends paid | | (1,437) | | | (1,437) | |
Net cash provided (used) by financing activities | | (4,059) | | | 9,749 | |
Net increase in cash, cash equivalents, and restricted cash including cash within discontinued operations | | 18,114 | | | 4,533 | |
Less: net increase in cash classified within discontinued operations | | 1,381 | | | (228) | |
Net increase in cash, cash equivalents, and restricted cash | | 16,733 | | | 4,761 | |
Cash, cash equivalents, and restricted cash at beginning of period | | 4,519 | | | 3,928 | |
Cash, cash equivalents, and restricted cash at end of period | | $ | 21,252 | | | $ | 8,689 | |
| | | | |
Reconciliation of cash, cash equivalents, and restricted cash at end of year | | | | |
Cash and cash equivalents | | $ | 20,691 | | | $ | 7,895 | |
Restricted cash | | 561 | | | 794 | |
Cash, cash equivalents, and restricted cash at end of period | | $ | 21,252 | | | $ | 8,689 | |
| | | | | | | | | | | | | | |
Supplemental Information | | | | |
Cash paid during the year for interest | | $ | 238 | | | $ | — | |
| | | | |
| | | | |
Non-Cash Investing Activities | | | | |
Noncash note receivable | | $ | 7,000 | | | $ | — | |
Noncash investment in private company | | $ | 6,000 | | | $ | — | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
See accompanying notes to the unaudited condensed consolidated financial statements.
STAR EQUITY HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
(Unaudited) (In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Perpetual Preferred Stock | | Common stock | | | Treasury Stock | | Additional paid-in capital | | | Accumulated deficit | | Total stockholders’ equity |
| | | | | | Shares | | Amount | | Shares | | Amount | | | |
Balance at December 31, 2022 | | | | | | 1,916 | | $ | 18,988 | | 15,178 | | $ | 1 | | | $ | (5,728) | | $ | 161,715 | | | $ | (133,221) | | $ | 41,755 | |
Stock-based compensation | | | | | | — | | | — | | | — | | | — | | | | — | | | 102 | | | | — | | | 102 | |
Shares issued under stock incentive plans, net of shares withheld for employee taxes | | | | | | — | | | — | | | 15 | | | | | | — | | | | | | — | | | — | |
Dividends to holders of preferred stock ($0.25 per share) | | | | | | — | | | — | | | — | | | — | | | | — | | | (479) | | | | — | | | (479) | |
Preferred stock dividends paid | | | | | | — | | | — | | | — | | | — | | | | — | | | — | | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | — | | | — | | | — | | | — | | | | — | | | — | | | | 435 | | | 435 | |
Balance at March 31, 2023 | | | | | | 1,916 | | | 18,988 | | | 15,193 | | | 1 | | | | (5,728) | | | 161,338 | | | | (132,786) | | | 41,813 | |
Stock-based compensation | | | | | | — | | — | | — | | — | | | — | | 104 | | | | — | | | 104 | |
Shares issued under stock incentive plans, net of shares withheld for employee taxes | | | | | | — | | | — | | | 4 | | | — | | | | — | | | — | | | | — | | | — | |
Dividends to holders of preferred stock ($0.25 per share) | | | | | | — | | | — | | | — | | | — | | | | — | | | (479) | | | | — | | | (479) | |
Net income (loss) | | | | | | — | | | — | | | — | | | — | | | | — | | | — | | | | 25,591 | | | 25,591 | |
Balance at June 30, 2023 | | | | | | 1,916 | | | 18,988 | | | 15,197 | | | 1 | | | | (5,728) | | | 160,963 | | | | (107,195) | | | 67,029 | |
Stock-based compensation | | | | | | — | | | — | | | — | | | — | | | | — | | | 78 | | | | — | | | 78 | |
Shares issued under stock incentive plans, net of shares withheld for employee taxes | | | | | | — | | | — | | | 304 | | | 0.5 | | | | — | | | (16) | | | | — | | | (16) | |
Proceeds received from warrant exercise | | | | | | — | | | — | | | 325 | | | 0.5 | | | | — | | | 3 | | | | — | | | 4 | |
Dividends to holders of preferred stock ($0.25 per share) | | | | | | — | | | — | | | — | | | — | | | | — | | | (479) | | | | — | | | (479) | |
Net income (loss) | | | | | | — | | | — | | | — | | | — | | | | — | | | — | | | | (2,622) | | | (2,622) | |
Balance at September 30, 2023 | | | | | | 1,916 | | | $ | 18,988 | | | 15,826 | | | $ | 2 | | | | $ | (5,728) | | | $ | 160,549 | | | | $ | (109,817) | | | $ | 63,994 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Perpetual Redeemable Preferred Stock | | Perpetual Preferred Stock | | Common stock | | | Treasury Stock | | Additional paid-in capital | | | Accumulated deficit | | Total stockholders’ equity |
| | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | |
Balance at December 31, 2021 | | 1,916 | | | $ | 18,988 | | | — | | | $ | — | | | 5,805 | | | | | | $ | (5,728) | | | $ | 150,451 | | | | $ | (127,969) | | | $ | 16,754 | |
Stock-based compensation | | — | | | — | | | — | | | — | | | — | | | — | | | | — | | | 144 | | | | — | | | 144 | |
Shares issued under stock incentive plans, net of shares withheld for employee taxes | | — | | | — | | | — | | | — | | | 49 | | | — | | | | — | | | (3) | | | | — | | | (3) | |
Accrued dividend on redeemable preferred stock | | — | | | 479 | | | — | | | — | | | — | | | — | | | | — | | | (479) | | | | — | | | (479) | |
Preferred stock dividends paid | | — | | | (479) | | | — | | | — | | | — | | | — | | | | — | | | — | | | | — | | | — | |
Equity issuance costs | | — | | | — | | | — | | | — | | | — | | | — | | | | — | | | (450) | | | | — | | | (450) | |
Proceeds from the sale of common stock, warrants, and exercise of over allotment options | | — | | | — | | | — | | | — | | | 9,175 | | | 1 | | | | — | | | 13,197 | | | | — | | | 13,198 | |
| | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | — | | | — | | | — | | | — | | | — | | | — | | | | — | | | — | | | | (3,701) | | | (3,701) | |
Balance at March 31, 2022 | | 1,916 | | | 18,988 | | | — | | | — | | | 15,029 | | | 1 | | | | (5,728) | | | 162,860 | | | | (131,670) | | | 25,463 | |
Stock-based compensation | | — | | | — | | | — | | | — | | | — | | | — | | | | — | | | 72 | | | | — | | | 72 | |
Shares issued under stock incentive plans, net of shares withheld for employee taxes | | — | | | — | | | — | | | — | | | 53 | | | — | | | | — | | | — | | | | — | | | — | |
Dividends to holders of preferred stock ($0.25 per share) | | — | | | — | | | — | | | — | | | — | | | — | | | | — | | | (479) | | | | — | | | (479) | |
| | | | | | | | | | | | | | | | | | | | | | |
Reclassification of preferred stock to permanent equity (See Note 1) | | (1,916) | | | (18,988) | | | 1,916 | | | 18,988 | | | — | | | — | | | | — | | | — | | | | — | | | 18,988 | |
Net income (loss) | | — | | | — | | | — | | | — | | | — | | | — | | | | — | | | — | | | | (1,576) | | | (1,576) | |
Balance at June 30, 2022 | | — | | | $ | — | | | 1,916 | | | 18,988 | | | 15,082 | | | $ | 1 | | | | $ | (5,728) | | | $ | 162,453 | | | | $ | (133,246) | | | $ | 42,468 | |
Stock-based compensation | | — | | | — | | | — | | | — | | | — | | | — | | | | — | | | 106 | | | | — | | | 106 | |
Shares issued under stock incentive plans, net of shares withheld for employee taxes | | — | | | — | | | — | | | — | | | 57 | | | — | | | | — | | | (2) | | | | — | | | (2) | |
Dividends to holders of preferred stock ($0.25 per share) | | — | | | — | | | — | | | — | | | — | | | — | | | | — | | | (479) | | | | — | | | (479) | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | — | | | — | | | — | | | — | | | — | | | — | | | | — | | | — | | | | (1,884) | | | (1,884) | |
Balance at September 30, 2022 | | — | | | $ | — | | | 1,916 | | | $ | 18,988 | | | 15,139 | | | $ | 1 | | | | $ | (5,728) | | | $ | 162,078 | | | | $ | (135,130) | | | $ | 40,209 | |
See accompanying notes to unaudited condensed consolidated financial statements.
STAR EQUITY HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation and Significant Policies
Basis of Presentation
The unaudited condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) instructions for Quarterly Reports on Form 10-Q. Accordingly, the condensed consolidated financial statements are unaudited and do not contain all the information required by U.S. generally Accepted Accounting Principles (“GAAP”) to be included in a full set of financial statements. The unaudited condensed Consolidated Balance Sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for a complete set of financial statements. The audited consolidated financial statements for our fiscal year ended December 31, 2022, filed with the SEC on Form 10-K on March 15, 2023, include a summary of our significant accounting policies and should be read in conjunction with this Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations, cash flows, and balance sheets for such periods have been included in this Form 10-Q. All such adjustments related to continuing operations are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of continuing operations for the entire year.
The Company
Star Equity Holdings, Inc. (“Star Equity,” the “Company,” “we,” or “our”) is a multi-industry diversified holding company with two divisions: Construction and Investments. We previously had a Healthcare division which was sold on May 4, 2023, as further described in Note 2. “Discontinued Operations”. Our common stock and preferred stock are listed on the NASDAQ Global Market exchange as “STRR” and “STRRP”, respectively.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and disclosures made in the accompanying notes to the condensed consolidated financial statements. Significant estimates and judgments include those related to inventory, revenue recognition, lease accounting, fair value measurements (including contingent considerations), litigation and contingent liabilities, variable interest entities, intangible assets and goodwill valuations, equity classification and transactions, and income taxes. Actual results could materially differ from those estimates.
Concentration of Credit Risk
Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. We limit our exposure to credit loss by generally placing cash in high credit quality financial institutions or in major money market mutual funds offered through brokerage firms. Some of our cash balances are maintained at major banking institutions in the United States, a portion of which may from time to time exceed the regulatory limit of $250,000 insured by the Federal Deposit Insurance Corporation (FDIC). We have not experienced any credit losses associated with our cash balances. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. As of September 30, 2023, we have $0.3 million of cash in excess of FDIC insured limits.
New Accounting Standards To Be Adopted
No new accounting standards were issued in the quarter ended September 30, 2023 that are expected to have a material impact on our financial statements.
Note 2. Discontinued Operations
On May 4, 2023, we entered into a Stock Purchase and Contribution Agreement (the “Purchase Agreement”), by and among the Company, Digirad Health Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Digirad Health”), TTG Imaging Solutions, LLC, a Pennsylvania limited liability company (the “Buyer”), and the Buyer’s parent, Insignia TTG Parent LLC, a Delaware limited liability company (the “Parent”). Pursuant to the Purchase Agreement, (i) the Buyer purchased 85% of the issued and outstanding shares of Digirad Health, on the terms and subject to the conditions set forth therein and (ii) the Company contributed to Parent 15% of the issued and outstanding shares of stock of Digirad Health (the “Contributed Shares”) in exchange for New Units (as defined in the Purchase Agreement) of Parent (the “Transaction”). The total aggregate consideration payable to the Company for the Transaction was $40 million, comprised of $19.7 million ($27 million less payoff of debt to Webster Bank (see Note 8. “Debt”) and transaction costs) in cash, a $7 million promissory note (see Note 5. “Supplemental Balance Sheet Information”), and $6 million of New Units in the Parent (see Note 7. “Fair Value Measurements”). The Company completed the sale of Digirad Health simultaneously with entering into the Purchase Agreement.
We deemed the disposition of Digirad Health, which operated our Healthcare business unit, to represent a strategic shift that will have a major effect on our operations and financial results. As of the date of these financial statements, the results of operations of the Healthcare business unit represent “discontinued operations” in accordance with GAAP (ASC 205-20-45-1B). As such, the assets and liabilities, as well as the earnings, of the discontinued operation are presented separately in the unaudited condensed consolidated financial statements for all periods presented. Unless otherwise noted, discussion within the notes to the unaudited condensed consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations relates to continuing operations.
Our variable interest entity (“VIE”), for which we are not the primary beneficiary, was disposed of as part of the sale of our Healthcare division. This VIE was in a small private company that is primarily involved in research related to new heart imaging technologies.
The following table presents financial results of our Healthcare division for the three and nine months ended September 30, 2023 and 2022 (in thousands). Note that we owned this division through May 4, 2023 and that the results for both the three months ended September 30, 2023 and the nine months ended September 30, 2023 reflect that period only:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2023 | | 2022 | | 2023 | | 2022 |
Total revenues | | $ | — | | | $ | 13,137 | | | $ | 17,962 | | | $ | 40,467 | |
Total cost of revenues | | — | | | 10,411 | | | 12,408 | | | 30,887 | |
Gross profit | | — | | | 2,726 | | | 5,554 | | | 9,580 | |
| | | | | | | | |
Operating expenses: | | | | | | | | |
Selling, general and administrative | | — | | | 3,654 | | | 3,369 | | | 10,534 | |
Amortization of intangible assets | | — | | | 1 | | | — | | | 1 | |
(Gain) loss on disposal of discontinued operations | | — | | | — | | | (26,680) | | | — | |
Total operating expenses | | — | | | 3,655 | | | (23,311) | | | 10,535 | |
| | | | | | | | |
Income (loss) from discontinued operations | | — | | | (929) | | | 28,865 | | | (955) | |
| | | | | | | | |
Other (expense) income, net | | — | | | 79 | | | (1,015) | | | 160 | |
Interest expense, net | | — | | | (116) | | | (173) | | | (264) | |
| | | | | | | | |
Income (loss) from discontinued operations before income taxes | | — | | | (966) | | | 27,677 | | | (1,059) | |
Income tax benefit (provision) | | (257) | | | 68 | | | (558) | | | 605 | |
Income (loss) from discontinued operations | | $ | (257) | | | $ | (898) | | | $ | 27,119 | | | $ | (454) | |
The carrying amounts of the major classes of assets reported as “Assets - discontinued operations” consist of the following as of December 31, 2022 (in thousands):
| | | | | | | | |
| | December 31, 2022 |
Cash and cash equivalents | | $ | 288 | |
Accounts receivable, net | | 9,782 | |
Inventories, net | | 5,949 | |
Other current assets | | 1,832 | |
Property and equipment, net | | 2,683 | |
Operating lease right-of-use assets, net | | 2,626 | |
Goodwill | | 1,608 | |
Other assets | | 521 | |
| | $ | 25,289 | |
The carrying amounts of the major classes of liabilities reported as “Liabilities - discontinued operations” consist of the following as of December 31, 2022 (in thousands):
| | | | | | | | |
| | December 31, 2022 |
Accounts payable | | $ | 1,983 | |
Other accrued liabilities | | 1,863 | |
Accrued compensation | | 253 | |
Accrued liabilities | | 2,675 | |
Deferred revenue | | 1,703 | |
Operating lease liabilities | | 1,056 | |
Finance lease liabilities, current portion | | 314 | |
Short-term debt and current portion of long-term debt | | 8,299 | |
Deferred tax liabilities | | 176 | |
Operating lease liabilities, net of current portion | | 1,631 | |
Finance lease liabilities, net of current portion | | 291 | |
Other liabilities | | 298 | |
| | $ | 20,542 | |
The following table presents the significant non-cash operating, investing and financing activities from discontinued operations for the nine months ended September 30, 2023 and 2022 (in thousands): | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, |
| | 2023 | | 2022 |
Operating activities | | | | |
Net income (loss) from discontinued operations | | $ | 27,119 | | | $ | (454) | |
Depreciation | | 332 | | | 966 | |
Amortization of intangible assets | | — | | | 1 | |
Non-cash lease expense | | 273 | | | 606 | |
Write-off of borrowing costs | | 16 | | | 30 | |
(Gain) loss on disposal of discontinued operations | | (26,680) | | | — | |
Share-based compensation | | 1 | | | 5 | |
(Gain )Loss on disposal of assets | | 135 | | | (253) | |
Provision for bad debt | | 17 | | | 30 | |
Deferred income taxes | | (176) | | | (672) | |
Accounts receivable | | 1,333 | | | (385) | |
Inventory | | (681) | | | (1,357) | |
Other assets | | 1,044 | | | (95) | |
Accounts payable | | 994 | | | 1,387 | |
Accrued compensation | | (580) | | | 4 | |
Deferred revenue | | (101) | | | 26 | |
Operating lease liabilities | | (283) | | | 18 | |
Other liabilities | | (1,730) | | | 683 | |
Net cash provided by (used in) operating activities | | 1,033 | | | 540 | |
| | | | |
| | | | |
| | | | |
| | | | |
Net cash provided by (used in) investing activities | | — | | | (345) | |
| | | | |
| | | | |
| | | | |
| | | | |
Net cash provided by (used in) financing activities | | 347 | | | 78 | |
Net increase (decrease) in cash and cash equivalents and restricted cash | | $ | 1,380 | | | $ | 273 | |
| | | | |
| | | | |
| | | | |
Following is the reconciliation of purchase price to the gain recognized in income from discontinued operations for the nine months ended September 30, 2023 (in thousands), prior to any proposed working capital adjustments:
| | | | | |
| |
Estimated proceeds of the disposition, net of transaction costs and indebtedness payoff | $ | 32,682 | |
Assets of the businesses | (24,071) | |
Liabilities of the businesses | 18,069 | |
| |
Pre-tax gain on the disposition | $ | 26,680 | |
Note 3. Revenue
Disaggregation of Revenue
The following tables present our continuing revenues disaggregated by major source for the three and nine months ended September 30, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2023 | | Three Months Ended September 30, 2022 |
| | Construction | | | | Total | | Construction | | | | | | Total |
Major Goods/Service Lines | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Construction Revenue from Contracts with Customers | | $ | 10,435 | | | | | $ | 10,435 | | | $ | 11,107 | | | | | | | $ | 11,107 | |
| | | | | | | | | | | | | | |
Total Revenues | | $ | 10,435 | | | | | $ | 10,435 | | | $ | 11,107 | | | | | | | $ | 11,107 | |
| | | | | | | | | | | | | | |
Timing of Revenue Recognition | | | | | | | | | | | | | | |
Services and goods transferred over time | | $ | — | | | | | $ | — | | | $ | 3,816 | | | | | | | $ | 3,816 | |
Services and goods transferred at a point in time | | 10,435 | | | | | 10,435 | | | 7,291 | | | | | | | 7,291 | |
Total Revenues | | $ | 10,435 | | | | | $ | 10,435 | | | $ | 11,107 | | | | | | | $ | 11,107 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Nine Months Ended September 30, 2023 | | Nine Months Ended September 30, 2022 |
| | | | Construction | | | | | | Total | | Construction | | | | | | Total |
Major Goods/Service Lines | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Construction Revenue from Contracts with Customers | | | | $ | 31,674 | | | | | | | $ | 31,674 | | | $ | 39,544 | | | | | | | $ | 39,544 | |
| | | | | | | | | | | | | | | | | | |
Total Revenues | | | | $ | 31,674 | | | | | | | $ | 31,674 | | | $ | 39,544 | | | | | | | $ | 39,544 | |
| | | | | | | | | | | | | | | | | | |
Timing of Revenue Recognition | | | | | | | | | | | | | | | | | | |
Services and goods transferred over time | | | | $ | — | | | | | | | $ | — | | | $ | 11,569 | | | | | | | $ | 11,569 | |
Services and goods transferred at a point in time | | | | 31,674 | | | | | | | 31,674 | | | 27,975 | | | | | | | 27,975 | |
Total Revenues | | | | $ | 31,674 | | | | | | | $ | 31,674 | | | $ | 39,544 | | | | | | | $ | 39,544 | |
Deferred Revenue
Changes in deferred revenue, which consist primarily of customer deposits, for the nine months ended September 30, 2023 are as follows (in thousands):
| | | | | | | | |
Balance at December 31, 2022 | | $ | 1,673 | |
Revenue recognized that was included in balance at beginning of the year | | (1,548) | |
Deferred revenue, net, related to contracts entered into during the year | | 1,354 | |
Balance at September 30, 2023 | | $ | 1,479 | |
Note 4. Basic and Diluted Net Income (Loss) Per Share
We present net income (loss) per share attributable to common stockholders in conformity with the two-class method required for participating securities, as the warrants are considered participating securities. We have not allocated net income (loss) attributable to common stockholders to warrants because the holders of our warrants are not contractually obligated to share in our income (loss). Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share attributable to common stockholders is calculated to give effect to all potential shares of common stock, including common stock issuable upon exercise of warrants, stock options, and restricted stock units (“RSUs”). In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive.
The following table sets forth the reconciliation of shares used to compute basic and diluted net income (loss) per share for the periods indicated (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | |
| | 2023 | | 2022 | | 2023 | | 2022 | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations, net of tax | | $ | (2,365) | | | $ | (986) | | | $ | (3,715) | | | $ | (6,707) | | | | | | | | | |
Income (loss) from discontinued operations, net of tax (Note 10) | | (257) | | | (898) | | | 27,119 | | | (454) | | | | | | | | | |
Net income (loss) | | (2,622) | | | (1,884) | | | 23,404 | | | (7,161) | | | | | | | | | |
Deemed dividend on Series A perpetual preferred stock | | (479) | | | (479) | | | (1,437) | | | (1,437) | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | (3,101) | | | $ | (2,363) | | | $ | 21,967 | | | $ | (8,598) | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Denominator: | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding | | 15,642 | | | 15,109 | | | 15,344 | | | 14,208 | | | | | | | | | |
Weighted average prefunded warrants outstanding | | 39 | | | 325 | | | 229 | | | 295 | | | | | | | | | |
Weighted average shares outstanding - basic | | 15,681 | | | 15,434 | | | 15,573 | | | 14,503 | | | | | | | | | |
Dilutive potential common shares: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Restricted stock units | | 138 | | | — | | | 170 | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding - diluted | | 15,819 | | | 15,434 | | | 15,743 | | | 14,503 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) per share | | | | | | | | | | | | | | | | |
Continuing operations | | | | | | | | | | | | | | | | |
Basic | | $ | (0.15) | | | $ | (0.06) | | | $ | (0.24) | | | $ | (0.46) | | | | | | | | | |
Diluted | | $ | (0.15) | | | $ | (0.06) | | | $ | (0.24) | | | $ | (0.46) | | | | | | | | | |
Discontinued operations | | | | | | | | | | | | | | | | |
Basic | | $ | (0.02) | | | $ | (0.06) | | | $ | 1.74 | | | $ | (0.03) | | | | | | | | | |
Diluted | | $ | (0.02) | | | $ | (0.06) | | | $ | 1.72 | | | $ | (0.03) | | | | | | | | | |
Net income (loss) per share | | | | | | | | | | | | | | | | |
Basic | | $ | (0.17) | | | $ | (0.12) | | | $ | 1.50 | | | $ | (0.49) | | | | | | | | | |
Diluted | | $ | (0.17) | | | $ | (0.12) | | | $ | 1.49 | | | $ | (0.49) | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) per share, attributable to common shareholders | | | | | | | | | | | | | | | | |
Basic | | $ | (0.20) | | | $ | (0.15) | | | $ | 1.41 | | | $ | (0.59) | | | | | | | | | |
Diluted | | $ | (0.20) | | | $ | (0.15) | | | $ | 1.40 | | | $ | (0.59) | | | | | | | | | |
*Earnings per share may not add due to roundingAntidilutive common stock equivalents are excluded from the computation of diluted income (loss) per share. The computation of diluted earnings per share excludes stock options, RSUs, and stock warrants that are anti-dilutive. The following common stock equivalents were anti-dilutive (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | | | |
| | 2023 | | 2022 | | 2023 | | 2022 | | | | | | | | | | | | |
Stock options | | 2 | | | 3 | | | 2 | | | 5 | | | | | | | | | | | | | |
Restricted stock units | | 60 | | | 109 | | | 70 | | | 128 | | | | | | | | | | | | | |
Stock warrants | | 11,865 | | | 11,865 | | | 11,865 | | | 10,843 | | | | | | | | | | | | | |
Total | | 11,927 | | | 11,977 | | | 11,937 | | | 10,976 | | | | | | | | | | | | | |
Note 5. Supplementary Balance Sheet Information
Inventories
The components of inventories are as follows (in thousands):
| | | | | | | | | | | | | | |
| | September 30, 2023 | | December 31, 2022 |
Raw materials | | $ | 2,609 | | | $ | 2,838 | |
Work-in-process | | 413 | | | 571 | |
Finished goods | | 1,221 | | | 1,269 | |
Total inventories | | 4,243 | | | 4,678 | |
Less reserve for excess and obsolete inventories | | — | | | — | |
Total inventories, net | | $ | 4,243 | | | $ | 4,678 | |
Property and Equipment
Property and equipment consist of the following (in thousands):
| | | | | | | | | | | | | | |
| | September 30, 2023 | | December 31, 2022 |
Land | | $ | 753 | | | $ | 805 | |
Buildings and leasehold improvements | | 3,223 | | | 4,185 | |
Machinery and equipment | | 3,237 | | | 2,509 | |
Gross property and equipment | | 7,213 | | | 7,499 | |
Accumulated depreciation | | (1,996) | | | (1,834) | |
Total property and equipment, net | | $ | 5,217 | | | $ | 5,665 | |
We sold our Waterford, Maine facility on June 30, 2023 for approximately $1.2 million after closing costs and recognized a gain of $386 thousand which we have recorded in other income/expense.
Warranty Reserves
Within our Construction division, KBS Builders, Inc. (“KBS”) provides a limited assurance warranty on its residential homes that covers substantial defects in materials or workmanship for a period of 12 months after delivery to the owner. EdgeBuilder, Inc. (“EdgeBuilder”) 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.
Note Receivable
As a part of the Transaction described further in Note 2. “Discontinued Operations”, a $7 million promissory note was entered into which represents an unsecured note receivable on our balance sheet. The note has a maturity date of May 3, 2029 with payment-in-kind (non-cash) interest on the outstanding principal balance hereof to accrue at the Interest Rate. The Interest Rate is defined as (i) during the period from the date of issuance of the note through the third anniversary of the date of issuance of the note, a per annum rate equal to the sum of (x) 5.0% per annum plus (y) the greater of 5.0% per annum and the weighted average term SOFR-based interest rate of outstanding loans under the Senior Loan Agreement (as defined in the Purchase Agreement) during such period, and (ii) during the period following the third anniversary of the date of issuance of the note, a per annum rate equal to the sum of (x) 5.0% per annum plus (y) the greater of 7.0% per annum and the weighted average term SOFR-based interest rate of outstanding loans under the Senior Loan Agreement during such period.
In 2021 we completed the sale of MD Office Solutions in exchange for a secured promissory note. This note, the principal of which is approximately $1.3 million at September 30,2023, is included in “Notes receivable, current portion” and “Notes receivable” in our Consolidated Balance Sheet at September 30, 2023 for $0.2 million and $1.1 million, respectively.
Cost Method Investment
As a part of the sale of Digirad Health, we received $6.0 million in the common equity of TTG Parent LLC. We have elected the measurement alternative under ASC 321. The measurement alternative election allows for equity securities that do not have readily determinable fair values to be recorded at cost, with adjustments for impairment and certain observable price changes reflected in earnings. Such securities are adjusted to fair value when an observable price change occurs or impairment is identified.
Note 6. Leases
Lessee
We have operating and finance leases for corporate offices, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases and some of which include options to terminate the leases within 1 year. Operating leases and finance leases are included separately in the condensed Consolidated Balance Sheets.
The components of lease expense are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | | | | | | |
| | 2023 | | 2022 | | 2023 | | 2022 | | | | | | | | | | | | | | | |
Operating lease cost | | $ | 98 | | | $ | 117 | | | $ | 311 | | | $ | 334 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Finance lease cost: | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of finance lease assets | | $ | 17 | | | $ | 24 | | | $ | 62 | | | $ | 71 | | | | | | | | | | | | | | | | |
Interest on finance lease liabilities | | 2 | | | 4 | | | 9 | | | 13 | | | | | | | | | | | | | | | | |
Total finance lease cost | | $ | 19 | | | $ | 28 | | | $ | 71 | | | $ | 84 | | | | | | | | | | | | | | | | |
Supplemental cash flow information related to leases from continuing operations was as follows (in thousands):
| | | | | | | | | | | | | | |
| | Nine Months Ended September 30, |
| | 2023 | | 2022 |
Cash paid for amounts included in the measurement of lease liabilities | | | | |
Operating cash flows from operating leases | | $ | 288 | | | $ | 273 | |
Operating cash flows from finance leases | | $ | 9 | | | |