Merger (Tables)

12 Months Ended

Dec. 31, 2019

The acquisition-date fair value of the consideration transferred in connection with the ATRM Merger approximately $17.5 million, which consisted of the following (in thousands, except share data):



Digirad Series A Cumulative Perpetual Preferred Stock (1,615,637 shares)	$	16,156
Settlement of pre-existing note receivable between DRAD and ATRM	296
Fair value of pre-existing joint venture settlement between DRAD and ATRM	1,000
Estimated purchase price	$	17,452

The amounts of revenue and earnings of ATRM included in the Company’s consolidated statement of operations from the ATRM Acquisition Date to the period ending December 31, 2019 are as follows (in thousands):



Revenue	$	11,339
Net loss	$	(821	)

Schedule of Recognized Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the ATRM Acquisition Date:



(in thousands)	As originally reported			Measurement period adjustments			As adjusted
Cash and cash equivalents	$	—		$	—		$	—
Accounts receivable, net	2,831			—			2,831
Inventory, net	1,609			—			1,609
Other current assets	481			252			733
Property and equipment, net	840			—			840
Operating Lease Right-of-use assets, net	495			—			495
Accounts payable and other accrued liabilities	(10,851		)	—			(10,851		)
Debt and notes payable	(5,144		)	—			(5,144		)
Lease liability	(499		)	—			(499		)
Deferred income taxes	—			(265		)	(265		)
Net assets acquired (liabilities assumed)	(10,238		)	(13		)	(10,251		)
Goodwill	8,230			3			8,233
Intangibles	19,460			10			19,470
Estimated purchase price	$	17,452		$	—		$	17,452

Schedule of Intangible Assets Acquired

The $19.5 million of identified intangible assets was allocated as follows (in thousands):



	Fair Value		Useful Life (years)
Trade Names	$	5,540	15
Customer Relationships - Modular Buildings	7,830		10
Customer Relationships - Wood Products	5,670		10
Backlog	430		1
Fair value of identified intangible assets	$	19,470

Schedule of Noncash or Part Noncash Acquisitions

The following table presents supplemental cash flow information of the ATRM Merger (in thousands):



	Year Ended December 31,
	2019		2018
Non-cash investing and financing activities:
Issuance of Digirad Series A Cumulative Perpetual Preferred Stock (1,615,637 shares)	$	16,156	$	—
Settlement of pre-existing note receivable between DRAD and ATRM	$	296	$	—
Fair value of pre-existing joint venture settlement between DRAD and ATRM	$	1,000	$	—

Schedule of Pro Forma Information

The following represents the unaudited pro forma condensed consolidated statement of operations as if ATRM had been included in the consolidated results of the Company for the period ended December 31, 2019 and 2018 (in thousands):



	Year Ended December 31,
	2019			2018
Revenue	$	133,575		$	140,458
Net loss from continuing operations	(6,546		)	(8,936		)
Income from discontinued operations	266			4,575
Net loss	$	(6,280	)	$	(4,361	)