Merger (Tables)

9 Months Ended

Sep. 30, 2020

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):


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 condensed consolidated statement of operations for the three and nine month period ending September 30, 2020 are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Revenue	$	8,559	$	2,737	$	19,111	$	2,737
Net loss	$	(621)	$	(178)	$	(2,298)	$	(178)

Schedule of Recognized Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed at the ATRM Acquisition Date (in thousands):


(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 Pro Forma Information

The following represents the pro forma condensed consolidated statement of operations as if ATRM had been included in the consolidated results of the Company for the three and nine months ending September 30, 2020 and 2019 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Revenue	$	30,353	$	33,437	$	81,552	$	97,431
Net loss	$	(1,652)	$	(1,333)	$	(5,676)	$	(6,746)