Mr. Coleman continued, “In addition, we closed the accretive Big Lake Lumber bolt-on acquisition in the fourth quarter and have integrated it into our Glenbrook operation. During the coming quarters we will continue to evaluate Construction division acquisition opportunities to augment our organic growth strategy, and will also explore potential acquisitions in new industries, and opportunities in our Investments division.”

Revenues

The Company’s Q4 2023 revenues decreased 19.8% to $14.1 million from $17.6 million in the fourth quarter of the prior year due primarily to Construction division project delays.

Construction Q4 2023 and FY 2023 revenues decreased 19.8% and 19.9%, respectively, versus the prior year periods. The decrease in revenues reflects lower revenues at KBS and EBGL related to slower business activity due to economic headwinds such as higher interest rates. We believe these economic effects are temporary and our backlog and sales pipeline remain strong.

Gross Profit

The Company’s consolidated Q4 2023 gross profit decreased 47.0% to $2.9 million from $5.4 million in the fourth quarter of the prior year due to lower revenues in the Construction division.

Construction Q4 2023 gross profit decreased 46.6% versus Q4 2022 due to lower revenue. FY 2023 Construction gross profit decreased 4.0% from the prior year period also due to lower revenue. However, we have significantly increased prices to offset higher input costs and have seen an improvement in our gross margin percentage in 2023. Our backlog and sales pipeline remain strong despite economic headwinds.

Operating Expenses

Q4 2023 sales, general and administrative (SG&A) expenses decreased $1.0 million versus Q4 2022. SG&A expenses as a percentage of revenue decreased in Q4 2023 to 22.8% versus 23.9% in Q4 2022. FY 2023 SG&A expenses increased $0.3 million or 2.4%, versus the prior year, primarily due to increased legal and outside services expenses related to the sale of Digirad Health, the acquisition of Big Lake Lumber, and our Investments division-related activities. SG&A expenses as a percentage of revenue increased in FY 2023 to 31.8% versus 24.8% in FY 2022 as operating expenses were higher on a lower revenue base.

Net Income/Loss

Q4 2023 net income from continuing operations was $1.8 million, or $0.11 income per basic and diluted share, compared to net income from continuing operations of $0.9 million, or $0.06 income per basic and diluted share, in the same period of the prior year. Q4 2023 non-GAAP adjusted net loss from continuing operations was $0.4 million, or $0.02 loss per basic and diluted share, compared to adjusted non-GAAP net income from continuing operations of $0.5 million, or $0.03 income per basic and diluted share, in the same period of the prior year.

FY 2023 net loss from continuing operations was $1.9 million, or $0.12 loss per basic and diluted share, compared to a net loss from continuing operations of $5.8 million, or $0.40 loss per basic and diluted share in FY 2022. FY 2023 non-GAAP adjusted net loss from continuing operations was $1.5 million, or $0.10 loss per basic and diluted share, compared to an adjusted non-GAAP net loss from continuing operations of $2.5 million, or $0.17 loss per basic and diluted share in the prior year.

Non-GAAP adjusted EBITDA

Q4 2023 non-GAAP adjusted EBITDA decreased to a loss of $0.1 million from a gain of $0.9 million in the same quarter of the prior year due to decreased gross profit at our Construction division. FY 2023 non-GAAP adjusted EBITDA decreased to a loss of $0.2 million, compared to a loss of $0.1 million in FY 2022, primarily due to decreased gross profit at our Construction division resulting from slower business activity, which we believe is temporary.

Operating Cash Flow

Q4 2023 cash flow from consolidated operations was an inflow of $0.0 million, compared to an outflow of $3.6 million for the same period in the prior year. FY 2023 cash flow from operations was an inflow of $2.7 million, compared to an outflow of $3.9 million for FY 2022. The improvement in cash flow from operating activities is attributable to strong collections at our Construction division and lower cash expenditure for working capital.

Preferred Stock

In each quarter of 2023, the Company’s Board of Directors declared and paid a cash dividend of $0.25 per share to holders of the Company’s 10% Series A Cumulative Perpetual Preferred Stock, representing $1.00 per share on an annual basis.

Conference Call Information

A conference call is scheduled for 10:00 a.m. ET (7:00 a.m. PT) on March 22, 2024 to discuss the results and management’s outlook. The call may be accessed by dialing (833)-630-1956 (USA & Canada) or (412) 317-1837 (international), five minutes prior to the scheduled start time and referencing Star. A simultaneous webcast of the call may be accessed online from the Events & Presentations link on the Investor Relations page at starequity.com/events-and-presentations/presentations; an archived replay of the webcast will be available within 15 minutes of the end of the conference call.

If you have any questions, either prior to or after our scheduled Earnings Conference call, please e-mail [email protected] or  [email protected].

Use of Non-GAAP Financial Measures by Star Equity Holdings, Inc.

This release presents the non-GAAP financial measures “adjusted net income (loss),” “adjusted net income (loss) per basic and diluted share,” and “adjusted EBITDA from continuing operations.” The most directly comparable measures for these non-GAAP financial measures are “net income (loss),” “net income (loss) per basic and diluted share,” and “cash flows from operating activities.” The Company has included below unaudited adjusted financial information, which presents the Company’s results of operations after excluding acquired intangible asset amortization, unrealized gain (loss) on equity securities and lumber derivatives, litigation costs, transaction costs, financing costs, and income tax adjustments. Further excluded in the measure of adjusted EBITDA are stock-based compensation, interest, depreciation, and amortization.

A discussion of the reasons why management believes that the presentation of non-GAAP financial measures provides useful information to investors regarding the Company’s financial condition and results of operations is included as Exhibit 99.2 to the Company’s report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2024.

About Star Equity Holdings, Inc.

Star Equity Holdings, Inc. is a diversified holding company with two divisions: Construction and Investments. Prior to the May 4, 2023 sale of Digirad Health, Star Equity Holdings had three divisions: Healthcare, Construction, and Investments.

Construction

Our Construction division manufactures modular housing units for commercial and residential real estate projects and operates in two businesses: (i) modular building manufacturing and (ii) structural wall panel and wood foundation manufacturing, including building supply distribution operations for professional builders.

Investments

Our Investments division manages and finances the Company’s real estate assets as well as its investment positions in private and public companies.

Healthcare

Our Healthcare division, which operated as Digirad Health until the sale of Digirad Health on May 4, 2023, provided products and services in the area of nuclear medical imaging with a focus on cardiac health.

Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this release that are not statements of historical fact are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking Statements include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to acquisitions and related integration, development of commercially viable products, novel technologies, and modern applicable services, (ii) projections of income (including income/loss), EBITDA, earnings (including earnings/loss) per share, capital expenditures, cost reductions, capital structure or other financial items, (iii) the future financial performance of the Company or acquisition targets and (iv) the assumptions underlying or relating to any statement described above. Moreover, forward-looking statements necessarily involve assumptions on the Company’s part. These forward-looking statements generally are identified by the words “believe”, “expect”, “anticipate”, “estimate”, “project”, “intend”, “plan”, “should”, “may”, “will”, “would”, “will be”, “will continue” or similar expressions. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances may differ materially from those described above as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, the substantial amount of debt of the Company and the Company’s ability to repay or refinance it or incur additional debt in the future; the Company’s need for a significant amount of cash to service and repay the debt and to pay dividends on the Company’s preferred stock; the restrictions contained in the debt agreements that limit the discretion of management in operating the business; legal, regulatory, political and economic risks in markets and public health crises that reduce economic activity and cause restrictions on operations (including the recent coronavirus COVID-19 outbreak); the length of time associated with servicing customers; losses of significant contracts or failure to get potential contracts being discussed; disruptions in the relationship with third party vendors; accounts receivable turnover; insufficient cash flows and resulting lack of liquidity; the Company's inability to expand the Company's business; unfavorable changes in the extensive governmental legislation and regulations governing healthcare providers and the provision of healthcare services and the competitive impact of such changes (including unfavorable changes to reimbursement policies); high costs of regulatory compliance; the liability and compliance costs regarding environmental regulations; the underlying condition of the technology support industry; the lack of product diversification; development and introduction of new technologies and intense competition in the healthcare industry; existing or increased competition; risks to the price and volatility of the Company’s common stock and preferred stock; stock volatility and in liquidity; risks to preferred stockholders of not receiving dividends and risks to the Company’s ability to pursue growth opportunities if the Company continues to pay dividends according to the terms of the Company’s preferred stock; the Company’s ability to execute on its business strategy (including any cost reduction plans); the Company’s failure to realize expected benefits of restructuring and cost-cutting actions; the Company’s ability to preserve and monetize its net operating losses; risks associated with the Company’s possible pursuit of acquisitions; the Company’s ability to consummate successful acquisitions and execute related integration, as well as factors related to the Company’s business including economic and financial market conditions generally and economic conditions in the Company’s markets; failure to keep pace with evolving technologies and difficulties integrating technologies; system failures; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; and the continued demand for and market acceptance of the Company’s services. For a detailed discussion of cautionary statements and risks that may affect the Company’s future results of operations and financial results, please refer to the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the risk factors in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. This release reflects management’s views as of the date presented.

All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

(Financial tables follow)

*Earnings per share may not add due to rounding

(1)   Reflects adjustments for any unrealized gains or losses on equity securities.
(2)   Reflects adjustments for any unrealized gains or losses in lumber derivatives value.
(3)   Reflects the severance expense for certain employees
(4)   Reflects one time transaction costs related to the sale of the Healthcare Division
(5)   Reflects one time transaction costs related to potential mergers and acquisitions.
(6)   Reflects financing costs from our credit facilities.
(7)   Reflects one time insurance and other credits
(8)   Reflects the bargain purchase gain related to the acquisition of Big Lake Lumber
(9)   Per share amounts are computed independently for each discrete item presented. Therefore, the sum of the quarterly per share amounts will not necessarily equate to the total for the year, and the sum of individual items may not equal the total.

(1)   Reflects adjustments for any unrealized gains or losses on equity securities.
(2)   Reflects adjustments for any unrealized gains or losses in lumber derivatives value.
(3)   We allocate all corporate interest income to the Investments Division.
(4)   Reflects one time transaction costs related to the sale of the Healthcare Division.
(5)   Reflects one time transaction costs related to potential mergers and acquisitions.
(6)   Reflects one time insurance and other credits
(7)   Reflects the severance expense for certain employees.
(8)   Reflects financing costs from our credit facilities.
(9)   Reflects the bargain purchase gain related to the acquisition of Big Lake Lumber

Star Equity Holdings, Inc.
Supplemental Debt Information
(Unaudited)

A summary of the Company’s credit facilities and related party notes are as follows (dollars in thousands)