Mr. Coleman added, “We are very pleased with the integration of our May 17, 2024 Timber Technologies acquisition, which we believe will generate considerable value for our shareholders. As we’ve noted in previous quarters, identifying, evaluating, and completing accretive acquisitions remains an important pillar of our holding company growth strategy for delivering shareholder value. We remain focused on all elements of our growth strategy including Building Solutions division expansion, acquisitions in new industries, and exploring new opportunities at our Investments division.”

Mr. Coleman concluded, “Subsequent to quarter end, we recently closed two sale-leaseback transactions for our South Paris, Maine and Big Lake, Minnesota facilities for a total of $8.3 million (net proceeds before capital gain taxes, if any), and at the same time entered into long-term lease agreements for both facilities. These transactions align well with our commitment to strategic capital allocation and prioritization of EBITDA-generating assets.”

Revenues

The Company’s Q2 2024 revenues increased 51.6% to $13.5 million from $8.9 million in Q2 2023.

Q2 2024 and 6M 2024 Building Solutions revenue increased by 51.6% and 6.4%, respectively, from the prior year as a result of the inclusion of revenues from TT from the date of acquisition and the inclusion of full year revenues from BLL which we acquired in the fourth quarter of 2023. These were partially offset by slower business activity at both KBS and EBGL. Economic headwinds, higher interest rates, and project delays contributed to the slowdown, which we believe is temporary. Specifically, some of our larger commercial projects expected to commence in the first half of 2024 were delayed into future periods. Our backlog and sales pipeline indicate continued strong demand for new projects, although the revenue impact and timing are uncertain.

Gross Profit

Q2 2024 and 6M 2024 Building Solutions gross profit decreased 16.3% and 44.1% vs the same periods of last year. The decline for the 6M period was primarily due to fixed costs remaining at constant levels as revenue declined at KBS and EBGL, while the decline for the Q2 period was due to the one time purchase price accounting adjustment recorded of approximately $574 thousand related to the Timber Technologies acquisition.

Operating Expenses

On a consolidated basis, Q2 2024 sales, general and administrative (“SG&A”) expenses increased by $1.1 million, or 26.8%, versus the prior year period. SG&A as a percentage of revenue decreased in Q2 2024 to 39.6% versus 47.3% in Q2 2023. The major driver of the increase in SG&A was an impairment of approximately $1.3 million related to our cost method investment in TTG that we acquired as part of the Digirad sale. We recorded this impairment after consideration of the financial performance of TTG Parent LLC relative to comparable company valuation multiples.

Net Income

Q2 2024 net loss from continuing operations was $3.8 million, or $1.19 per basic and diluted share, compared to a net loss of $1.4 million, or $0.44 per basic and diluted share in the same period in the prior year. Q2 2024 non-GAAP adjusted net loss from continuing operations was $0.9 million, or $0.29 per basic and diluted share, compared to non-GAAP adjusted net income from continuing operations of $0.9 million, or $0.29 per basic and diluted share, in the prior year period.

Year-to-date 2024 net loss from continuing operations was $6.0 million, or $1.90 per basic and diluted share, compared to net loss of $1.4 million, or $0.43 per basic and diluted share, in the same period in the prior year. Year to date 2024 non-GAAP adjusted net loss from continuing operations was $2.3 million, or $0.73 per basic and diluted share, compared to adjusted net loss from continuing operations of $1.1 million, or $0.36 per basic and diluted share, in the prior year period.

Non-GAAP Adjusted EBITDA

Q2 2024 non-GAAP adjusted EBITDA was a loss of $0.5 million versus a loss of $0.8 million in the same quarter of the prior year, primarily due to decreased revenues. Year-to-date 2024 non-GAAP adjusted EBITDA was a loss of $1.6 million, compared to a loss of $36 thousand in year-to-date 2023, primarily due to lower margins at our Building Solutions division.

Operating Cash Flow

6M 2024 cash flow from operations was an outflow of $4.3 million, compared to an inflow of $1.9 million for Q2 2023. The decrease in net cash provided by operating activities is attributable to lower results from operations, particularly in our Building Solutions division, and increased net working capital expenditures.

Preferred Stock Dividends

In Q2 2024, the Company’s board of directors declared a cash dividend to holders of our Series A Preferred Stock of $0.25 per share, for an aggregate amount of approximately $0.5 million. The record date for this dividend was June 1, 2024, and the payment date was June 11, 2024.

NOL Carryforward

As of December 31, 2023, Star had $43.2 million of U.S. federal and state net operating losses (“NOL”), which the Company considers to be a valuable asset for its stockholders. Certain of these NOLs will expire in 2025 through 2042 unless previously utilized. In order to protect the value of the NOL for all stockholders, the Company has a rights agreement and charter amendment in place that limit beneficial ownership of the Company’s common stock to 4.99%. Stockholders who wish to own more than 4.99% of Star common stock, or who already own more than 4.99% of Star common stock and wish to buy more, may only acquire additional shares with the Board’s prior written approval.

Share Repurchase Program

On August 7th, 2024, the Company’s board of directors authorized a new stock repurchase program. Under this program, the Company is authorized to repurchase up to $1 million of its issued and outstanding shares of common stock.

Conference Call Information

A conference call is scheduled for 10:00 a.m. ET (7:00 a.m. PT) on August 13, 2024 to discuss the results and management’s outlook. The call may be accessed by dialing (833) 630-1956 (toll free) or (412) 317-1837 (international), five minutes prior to the scheduled start time and referencing Star Equity. A simultaneous webcast of the call may be accessed online from the Events & Presentations link on the Investor Relations page at www.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 August 13, 2024.

About Star Equity Holdings, Inc.

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

Building Solutions

Our Building Solutions division operates in three businesses: (i) modular building manufacturing; (ii) structural wall panel and wood foundation manufacturing, including building supply distribution operations; and (iii) glue-laminated timber (glulam) column, beam, and truss manufacturing.

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

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press 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. Such statements are based upon management’s current beliefs, views, estimates and expectations, including as pertains to (i) the plans and objectives of management for future operations, including plans or objectives relating to acquisitions and related integration, (ii) projections of income, EBITDA, earnings 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. 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 cyclical nature of our operating businesses, the Company’s debt and its ability to repay, refinance, or incur additional debt in the future; the Company’s need for a significant amount of cash to service, 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; 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 its business operations; the liability and compliance costs regarding environmental regulations; the lack of product diversification; 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; general economic and financial market conditions; 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 press 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. 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
**Formerly known as Construction
***All share amounts reflect 1 for 5 reverse stock split effective June 14, 2024, retroactively

*All share amounts reflect 1 for 5 reverse stock split effective June 14, 2024, retroactively

(1) Reflects adjustments for any unrealized gains or losses in equity securities.
(2) Reflects adjustments for any unrealized gains or losses in lumber derivatives value.
(3) Reflects one time transaction costs related to the sale of the Healthcare Division.
(4) Reflects one time transaction costs related to potential mergers and acquisitions.
(5) Reflects the one time purchase accounting adjustment related to the fair value of inventory and impacted net income.
(6) Reflects financing costs from our credit facilities.
(7) Per share amounts are computed independently for each discrete item presented. Therefore, the sum of the quarterly per share amounts will not necessarily equal 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 the one time purchase accounting adjustment related to the fair value of inventory and impacted net income.
(7) Reflects financing costs from our credit facilities.

(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 the one time TT purchase accounting adjustment related to the fair value of inventory and impacted net income.
(7) Reflects financing costs from our credit facilities.