UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(203 ) 489-9500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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. ☐
Item 2.02. Results of Operations and Financial Condition
On March 22, 2024 , Star Equity Holdings, Inc. (the “Registrant”) issued a press release announcing financial results for the three and twelve months ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
Press Release of Star Equity Holdings, Inc. dated | ||||||||
Information Related to the Use of Non-GAAP Financial Measures | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Star Equity Holdings, Inc. | |||||||||||
| By: | /s/ RICHARD K. COLEMAN JR. | ||||||||||
Richard K. Coleman Jr. Chief Executive Officer | |||||||||||
Date: March 22, 2024
Exhibit 99.1
For Immediate Release
March 22, 2024
Star Equity Holdings, Inc. Announces 2023 Fourth Quarter and Full Year Financial Results
Ended 2023 with cash and cash equivalents of $18.9 million
Generated positive cash flow from operations of $2.7 million in 2023
Old Greenwich, CT. - Star Equity Holdings, Inc. (Nasdaq: STRR; STRRP) (“Star Equity” or the “Company”), a diversified holding company, reported today its financial results for the fourth quarter (Q4) and fiscal year (FY) ended December 31, 2023. All 2023 and 2022 amounts in this release are unaudited.
Following the sale of our Digirad Health business on May 4, 2023, all financial results for the 2023 and 2022 reporting periods, unless stated otherwise, relate to continuing operations, which currently include two divisions: Construction and Investments.
Q4 2023 Financial Highlights vs. Q4 2022 (unaudited)
•Revenues decreased by 19.8% to $14.1 million from $17.6 million.
•Gross profit decreased by 47.0% to $2.9 million from $5.4 million.
•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).
•Non-GAAP adjusted net loss from continuing operations was $0.4 million (or $0.02 loss per basic and diluted share), as compared to adjusted net income of $0.5 million (or $0.03 income per basic and diluted share).
•Non-GAAP adjusted EBITDA from continuing operations was a loss of $0.1 million versus a gain of $0.9 million.
FY 2023 Financial Highlights vs. FY 2022 (unaudited)
•Revenues decreased by 19.9% to $45.8 million from $57.1 million.
•Gross profit decreased by 3.6% to $11.9 million from $12.4 million.
• 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 $0.39 loss per diluted share).
• Non-GAAP adjusted net loss from continuing operations was $1.5 million (or $0.10 loss per basic and diluted share) compared to net loss of $2.5 million (or $0.17 loss per basic and diluted share).
•Non-GAAP adjusted EBITDA from continuing operations was a loss of $0.2 million compared to a loss of $0.1 million.
•As of December 31, 2023, cash and cash equivalents increased to $18.9 million versus $4.5 million at December 31, 2022.
•Generated a positive cash inflow from continuing operations of $2.7 million versus an outflow of $3.9 million.
•Debt decreased to $2.0 million at December 31, 2023 from $3.4 million at December 31, 2022.
Rick Coleman, Chief Executive Officer, noted, “In the fourth quarter of 2023, Construction revenue and gross profit declined versus the fourth quarter of 2022. However, for the full year 2023, we significantly improved Construction gross margins from 21.6% to 26.0% due to strong pricing discipline and an improved business mix. Credit tightening in the second half of 2023 caused delays in some commercial projects pushing revenue into 2024. However, single-family residential activity and our overall backlog and sales pipeline remained robust due to our focus on select niche markets where we’ve built significant expertise and a strong reputation.”
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.”
1
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.
| Revenues in $ thousands (Unaudited) | Q4 2023 | Q4 2022 | % change | FY 2023 | FY 2022 | % change | ||||||||||||||||||||||||||||||||
| Construction | $ | 14,111 | $ | 17,605 | (19.8) | % | $ | 45,785 | $ | 57,149 | (19.9) | % | ||||||||||||||||||||||||||
| Investments | 159 | 158 | 0.6 | % | 564 | 633 | (10.9) | % | ||||||||||||||||||||||||||||||
| Intersegment elimination | (159) | (158) | 0.6 | % | (564) | (633) | — | % | ||||||||||||||||||||||||||||||
| Total Revenues | $ | 14,111 | $ | 17,605 | (19.8) | % | $ | 45,785 | $ | 57,149 | (19.9) | % | ||||||||||||||||||||||||||
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.
| Gross profit (loss) in thousands (Unaudited) | Q4 2023 | Q4 2022 | % change | FY 2023 | FY 2022 | % change | ||||||||||||||||||||||||||||||||
| Construction | $ | 2,913 | $ | 5,457 | (46.6) | % | $ | 12,154 | $ | 12,660 | (4.0) | % | ||||||||||||||||||||||||||
| Construction gross margin | 20.6 | % | 31.0 | % | (33.5) | % | 26.5 | % | 22.2 | % | 19.4 | % | ||||||||||||||||||||||||||
| Investments | 100 | 90 | 11.1 | % | 336 | 343 | (2.0) | % | ||||||||||||||||||||||||||||||
| Intersegment elimination | (159) | (159) | — | % | (564) | (633) | (10.9) | % | ||||||||||||||||||||||||||||||
| Total gross profit | $ | 2,854 | $ | 5,388 | (47.0) | % | $ | 11,926 | $ | 12,370 | (3.6) | % | ||||||||||||||||||||||||||
| Total gross margin | 20.2 | % | 30.6 | % | (34.0) | % | 26.0 | % | 21.6 | % | 20.4 | % | ||||||||||||||||||||||||||
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.
2
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 admin@starequity.com or lcati@equityny.com.
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.
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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.
| For more information contact: | ||||||||
| Star Equity Holdings, Inc. | The Equity Group | |||||||
| Rick Coleman | Lena Cati | |||||||
| Chief Executive Officer | Senior Vice President | |||||||
| 203-489-9508 | 212-836-9611 | |||||||
| admin@starequity.com | lcati@equityny.com | |||||||
(Financial tables follow)
4
Star Equity Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except for per share amounts)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Construction | $ | 14,111 | $ | 17,605 | $ | 45,785 | $ | 57,149 | ||||||||||||||||||
| Investments | — | — | — | — | ||||||||||||||||||||||
| Total revenues | 14,111 | 17,605 | 45,785 | 57,149 | ||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||
| Construction | 11,198 | 12,148 | 33,631 | 44,489 | ||||||||||||||||||||||
| Investments | 59 | 69 | 228 | 290 | ||||||||||||||||||||||
| Total cost of revenues | 11,257 | 12,217 | 33,859 | 44,779 | ||||||||||||||||||||||
| Gross profit | 2,854 | 5,388 | 11,926 | 12,370 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Selling, general and administrative | 3,211 | 4,214 | 14,538 | 14,195 | ||||||||||||||||||||||
| Amortization of intangible assets | 444 | 429 | 1,734 | 1,719 | ||||||||||||||||||||||
| Total operating expenses | 3,655 | 4,643 | 16,272 | 15,914 | ||||||||||||||||||||||
| Income (loss) from continuing operations | (801) | 745 | (4,346) | (3,544) | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
Other income (expense) | 1,358 | (179) | 852 | (1,336) | ||||||||||||||||||||||
Interest income (expense), net | 404 | (164) | 973 | (564) | ||||||||||||||||||||||
| Total other (expense) income, net | 1,762 | (343) | 1,825 | (1,900) | ||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 961 | 402 | (2,521) | (5,444) | ||||||||||||||||||||||
Income tax benefit (provision) | 847 | 478 | 614 | (383) | ||||||||||||||||||||||
| Income (loss) from continuing operations, net of income taxes | 1,808 | 880 | (1,907) | (5,827) | ||||||||||||||||||||||
| Income (loss) from discontinued operations, net of income taxes | (80) | 1,029 | 27,039 | 575 | ||||||||||||||||||||||
| Net income (loss) | 1,728 | 1,909 | 25,132 | (5,252) | ||||||||||||||||||||||
| Deemed dividend on Series A cumulative perpetual preferred stock | (479) | (479) | (1,916) | (1,916) | ||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | 1,249 | $ | 1,430 | $ | 23,216 | $ | (7,168) | ||||||||||||||||||
| Net income (loss) per share | ||||||||||||||||||||||||||
| Net income (loss) per share, continuing operations | ||||||||||||||||||||||||||
| Basic* | $ | 0.11 | $ | 0.06 | $ | (0.12) | $ | (0.40) | ||||||||||||||||||
| Diluted | $ | 0.11 | $ | 0.06 | $ | (0.12) | $ | (0.39) | ||||||||||||||||||
| Net income (loss) per share, discontinued operations | ||||||||||||||||||||||||||
| Basic* | $ | (0.01) | $ | 0.07 | $ | 1.73 | $ | 0.04 | ||||||||||||||||||
| Diluted | $ | (0.01) | $ | 0.07 | $ | 1.71 | $ | 0.04 | ||||||||||||||||||
| Net income (loss) per share | ||||||||||||||||||||||||||
| Basic* | $ | 0.11 | $ | 0.12 | $ | 1.61 | $ | (0.36) | ||||||||||||||||||
| Diluted* | $ | 0.11 | $ | 0.12 | $ | 1.59 | $ | (0.35) | ||||||||||||||||||
| Net income (loss) per share, attributable to common shareholders | ||||||||||||||||||||||||||
| Basic* | $ | 0.08 | $ | 0.09 | $ | 1.48 | $ | (0.49) | ||||||||||||||||||
| Diluted* | $ | 0.08 | $ | 0.09 | $ | 1.47 | $ | (0.48) | ||||||||||||||||||
| Weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Basic* | 15,826 | 15,483 | 15,638 | 14,751 | ||||||||||||||||||||||
| Diluted* | 15,874 | 15,570 | 15,775 | 5,085 | 14,829 | |||||||||||||||||||||
| Dividends declared per share of Series A perpetual preferred stock | $ | 0.25 | $ | 0.25 | $ | 1.00 | $ | 1.00 | ||||||||||||||||||
5
Star Equity Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share amounts and par value)
| December 31, 2023 | December 31, 2022 | |||||||||||||
| Assets: | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 18,326 | $ | 4,377 | ||||||||||
| Restricted cash | 620 | 142 | ||||||||||||
| Equity securities | 4,838 | 3,490 | ||||||||||||
| Lumber derivative contracts | 19 | — | ||||||||||||
| Accounts receivable, net | 6,004 | 7,975 | ||||||||||||
| Note receivable, current portion | 399 | 73 | ||||||||||||
| Inventories, net | 3,420 | 4,678 | ||||||||||||
| Other current assets | 1,180 | 682 | ||||||||||||
| Current assets – discontinued operations | — | 17,851 | ||||||||||||
| Total current assets | 34,806 | 39,268 | ||||||||||||
| Property and equipment, net | 7,828 | 5,665 | ||||||||||||
| Operating lease right-of-use assets, net | 1,470 | 1,856 | ||||||||||||
| Intangible assets, net | 12,518 | 13,352 | ||||||||||||
| Goodwill | 4,438 | 4,438 | ||||||||||||
| Cost method investment | 6,000 | — | ||||||||||||
| Notes receivable | 8,427 | 1,285 | ||||||||||||
| Other assets | 9 | — | ||||||||||||
| Non-current assets – discontinued operations | — | 7,438 | ||||||||||||
| Total assets | $ | 75,496 | $ | 73,302 | ||||||||||
Liabilities and Stockholders’ Equity: | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 1,571 | $ | 1,447 | ||||||||||
| Accrued liabilities | 1,506 | 462 | ||||||||||||
| Accrued compensation | 1,772 | 1,838 | ||||||||||||
| Accrued warranty | 44 | 38 | ||||||||||||
| Lumber derivative contracts | — | 104 | ||||||||||||
| Deferred revenue | 1,377 | 1,673 | ||||||||||||
| Short-term debt | 2,019 | 3,383 | ||||||||||||
| Operating lease liabilities | 403 | 372 | ||||||||||||
Finance lease liabilities | 42 | 82 | ||||||||||||
| Current liabilities - discontinued operations | — | 18,146 | ||||||||||||
| Total current liabilities | 8,734 | 27,545 | ||||||||||||
| Deferred tax liabilities | 318 | 470 | ||||||||||||
| Operating lease liabilities, net of current portion | 1,102 | 1,510 | ||||||||||||
| Finance lease obligation, net of current portion | 43 | 96 | ||||||||||||
| Other liabilities | — | — | ||||||||||||
| Non-current liabilities - discontinued operations | — | 1,926 | ||||||||||||
| Total liabilities | 10,197 | 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 2023 and 2022. (Liquidation preference: $18,988,390 as of December 31, 2023 and 2022.) | 18,988 | 18,988 | ||||||||||||
| Preferred stock, $0.0001 par value: 25,000 shares authorized; Series C Preferred stock, no shares issued or outstanding | — | — | ||||||||||||
| Common stock, $0.0001 par value: 50,000,000 and 50,000,000 shares authorized; 15,826,217 and 15,177,919 shares issued and outstanding (net of treasury shares) at December 31, 2023 and 2022, respectively | 2 | 1 | ||||||||||||
| Treasury stock, at cost; 258,849 shares at December 31, 2023 and 2022, respectively | (5,728) | (5,728) | ||||||||||||
| Additional paid-in capital | 160,126 | 161,715 | ||||||||||||
6
| Accumulated deficit | (108,089) | (133,221) | ||||||||||||
| Total stockholders’ equity | $ | 65,299 | 41,755 | |||||||||||
Total liabilities and stockholders’ equity | $ | 75,496 | $ | 73,302 | ||||||||||
7
Star Equity Holdings, Inc.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 1,808 | $ | 880 | $ | (1,907) | $ | (5,827) | ||||||||||||||||||
| Acquired intangible amortization | 444 | 429 | 1,734 | 1,719 | ||||||||||||||||||||||
Unrealized (gain) loss on equity securities (1) | (109) | 59 | (85) | 893 | ||||||||||||||||||||||
Unrealized (gain) loss on lumber derivatives (2) | (113) | (530) | (123) | 768 | ||||||||||||||||||||||
Severance and retention costs (3) | — | 2 | — | 5 | ||||||||||||||||||||||
Transaction costs related to sale (4) | 80 | — | 1,361 | — | ||||||||||||||||||||||
Transaction costs related to mergers and acquisitions (5) | 86 | — | 103 | — | ||||||||||||||||||||||
| Loss (Gain) on sale of assets | — | — | (386) | — | ||||||||||||||||||||||
Financing costs (6) | 8 | 122 | 159 | 446 | ||||||||||||||||||||||
One time credits (7) | (576) | — | (576) | — | ||||||||||||||||||||||
Bargain purchase gain (8) | (1,170) | — | (1,170) | — | ||||||||||||||||||||||
| Income tax expense | (846) | (478) | (614) | (478) | ||||||||||||||||||||||
| Non-GAAP adjusted net income (loss) from continuing operations | $ | (388) | $ | 484 | $ | (1,504) | $ | (2,474) | ||||||||||||||||||
Net income (loss) per basic share from continuing operations | $ | 0.11 | $ | 0.06 | $ | (0.12) | $ | (0.40) | ||||||||||||||||||
| Acquired intangible amortization | 0.03 | 0.03 | 0.11 | 0.12 | ||||||||||||||||||||||
Unrealized (gain) loss on equity securities (1) | (0.01) | — | (0.01) | 0.06 | ||||||||||||||||||||||
Unrealized (gain) loss on lumber derivatives (2) | (0.01) | (0.03) | (0.01) | 0.05 | ||||||||||||||||||||||
Severance and retention costs (3) | — | — | — | — | ||||||||||||||||||||||
Transaction costs related to sale (4) | 0.01 | — | 0.09 | — | ||||||||||||||||||||||
Transaction costs related to mergers and acquisitions (5) | 0.01 | — | 0.01 | — | ||||||||||||||||||||||
| Loss (Gain) on sale of assets | — | — | (0.02) | — | ||||||||||||||||||||||
Financing costs (6) | — | 0.01 | 0.01 | 0.03 | ||||||||||||||||||||||
One time credits (7) | (0.04) | — | (0.04) | — | ||||||||||||||||||||||
Bargain purchase gain (8) | (0.07) | — | (0.07) | — | ||||||||||||||||||||||
| Income tax expense | (0.05) | (0.03) | (0.04) | (0.03) | ||||||||||||||||||||||
Non-GAAP adjusted net income (loss) per basic share from continuing operations (9) | $ | (0.02) | $ | 0.03 | $ | (0.10) | $ | (0.17) | ||||||||||||||||||
Non-GAAP adjusted net income (loss) per diluted share from continuing operations (9) | $ | (0.02) | $ | 0.03 | $ | (0.10) | $ | (0.17) | ||||||||||||||||||
(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.
8
Star Equity Holdings, Inc.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
(In thousands)
For the Three Months Ended December 31, 2023 | Construction | Investments | Star Equity Corporate | Total | ||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 771 | $ | 1,246 | $ | (209) | $ | 1,808 | ||||||||||||||||||
| Depreciation and amortization | 540 | 59 | 8 | 607 | ||||||||||||||||||||||
| Interest (income) expense | 32 | (191) | (246) | (405) | ||||||||||||||||||||||
| Income tax expense | (289) | — | (557) | (846) | ||||||||||||||||||||||
| EBITDA from continuing operations | 1,054 | 1,114 | (1,004) | 1,164 | ||||||||||||||||||||||
Unrealized (gain) loss on equity securities (1) | — | (109) | — | (109) | ||||||||||||||||||||||
Unrealized (gain) loss on lumber derivatives (2) | (113) | — | — | (113) | ||||||||||||||||||||||
Interest income (3) | — | 444 | — | 444 | ||||||||||||||||||||||
| Stock-based compensation | 14 | — | 46 | 60 | ||||||||||||||||||||||
Transaction costs related to sale (4) | — | — | 80 | 80 | ||||||||||||||||||||||
Transaction costs related to mergers and acquisitions (5) | 65 | — | 21 | 86 | ||||||||||||||||||||||
| Loss (Gain) on sale of assets | — | — | — | — | ||||||||||||||||||||||
One time credits (6) | (576) | (576) | ||||||||||||||||||||||||
Financing costs (7) | 8 | — | — | 8 | ||||||||||||||||||||||
Bargain purchase gain (9) | (345) | (825) | — | (1,170) | ||||||||||||||||||||||
| Non-GAAP adjusted EBITDA from continuing operations | $ | 683 | $ | 624 | $ | (1,433) | $ | (126) | ||||||||||||||||||
For the Three Months Ended December 31, 2022 | Construction | Investments | Star Equity Corporate | Total | ||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 2,252 | $ | (176) | $ | (1,196) | $ | 880 | ||||||||||||||||||
| Depreciation and amortization | 503 | 69 | 9 | 581 | ||||||||||||||||||||||
Interest (income) expense | 147 | 51 | (34) | 164 | ||||||||||||||||||||||
| Income tax (benefit) expense | 383 | — | (861) | (478) | ||||||||||||||||||||||
| EBITDA from continuing operations | 3,285 | (56) | (2,082) | 1,147 | ||||||||||||||||||||||
Unrealized (gain) loss on equity securities (1) | — | 59 | — | 59 | ||||||||||||||||||||||
Unrealized (gain) loss on lumber derivatives (2) | (530) | — | — | (530) | ||||||||||||||||||||||
| Stock-based compensation | 4 | — | 111 | 115 | ||||||||||||||||||||||
Severance and retention costs (7) | — | — | 2 | 2 | ||||||||||||||||||||||
Financing costs (8) | 96 | 26 | — | 122 | ||||||||||||||||||||||
Non-GAAP adjusted EBITDA from continuing operations | $ | 2,855 | $ | 29 | $ | (1,969) | $ | 915 | ||||||||||||||||||
9
For the Twelve Months Ended December 31, 2023 | Construction | Investments | Star Equity Corporate | Total | ||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 2,517 | $ | 1,424 | $ | (5,848) | $ | (1,907) | ||||||||||||||||||
| Depreciation and amortization | 2,070 | 228 | 29 | 2,327 | ||||||||||||||||||||||
Interest (income) expense | 84 | (467) | (591) | (974) | ||||||||||||||||||||||
| Income tax expense | (288) | — | (326) | (614) | ||||||||||||||||||||||
| EBITDA from continuing operations | 4,383 | 1,185 | (6,736) | (1,168) | ||||||||||||||||||||||
Unrealized (gain) loss on equity securities (1) | — | (85) | — | (85) | ||||||||||||||||||||||
Unrealized (gain) loss on lumber derivatives (2) | (123) | — | — | (123) | ||||||||||||||||||||||
Interest income (3) | — | 1,130 | — | 1,130 | ||||||||||||||||||||||
| Stock-based compensation | 32 | — | 307 | 339 | ||||||||||||||||||||||
Transaction costs related to sale (4) | — | — | 1,361 | 1,361 | ||||||||||||||||||||||
Transaction costs related to mergers and acquisitions (5) | 65 | — | 38 | 103 | ||||||||||||||||||||||
| Loss (Gain) on sale of assets | — | (386) | — | (386) | ||||||||||||||||||||||
One time credits (6) | — | — | (576) | (576) | ||||||||||||||||||||||
| Write off of lease liabilities | 240 | — | — | 240 | ||||||||||||||||||||||
Financing costs (8) | 142 | 17 | — | 159 | ||||||||||||||||||||||
Bargain purchase gain (9) | (345) | (825) | — | (1,170) | ||||||||||||||||||||||
Non-GAAP adjusted EBITDA from continuing operations | $ | 4,394 | $ | 1,036 | $ | (5,606) | $ | (176) | ||||||||||||||||||
For the Twelve Months Ended December 31, 2022 | Construction | Investments | Star Equity Corporate | Total | ||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 2,405 | $ | (970) | $ | (7,262) | $ | (5,827) | ||||||||||||||||||
| Depreciation and amortization | 1,974 | 290 | 9 | 2,273 | ||||||||||||||||||||||
Interest (income) expense | 416 | 182 | (34) | 564 | ||||||||||||||||||||||
| Income tax expense | 383 | — | — | 383 | ||||||||||||||||||||||
| EBITDA from continuing operations | 5,178 | (498) | (7,287) | (2,607) | ||||||||||||||||||||||
Unrealized (gain) loss on equity securities (1) | — | 893 | — | 893 | ||||||||||||||||||||||
Unrealized (gain) loss on lumber derivatives (2) | 768 | — | — | 768 | ||||||||||||||||||||||
| Stock-based compensation | 21 | — | 411 | 432 | ||||||||||||||||||||||
Severance and retention costs (7) | — | — | 5 | 5 | ||||||||||||||||||||||
Financing costs (8) | 355 | 91 | — | 446 | ||||||||||||||||||||||
Non-GAAP adjusted EBITDA from continuing operations | $ | 6,322 | $ | 486 | $ | (6,871) | $ | (63) | ||||||||||||||||||
(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
10
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)
| December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||
| Amount | Weighted-Average Interest Rate | Amount | Weighted-Average Interest Rate | |||||||||||||||||||||||
| Revolving Credit Facility - Premier | $ | 2,019 | 9.25% | $ | — | —% | ||||||||||||||||||||
| Revolving Credit Facility - eCapital EBGL | — | —% | 2,592 | 10.25% | ||||||||||||||||||||||
| Total Short-term Revolving Credit Facilities | $ | 2,019 | 9.25% | $ | 2,592 | 10.25% | ||||||||||||||||||||
| eCapital - Star Loan Principal, net | $ | — | —% | $ | 791 | 10.50% | ||||||||||||||||||||
| Short Term Loan | $ | — | —% | $ | 791 | 10.50% | ||||||||||||||||||||
| Total Short-term debt | $ | 2,019 | 9.25% | $ | 3,383 | 10.31% | ||||||||||||||||||||
11
Star Equity Holdings, Inc.
Supplemental Segment Information
(Unaudited)
(In thousands)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| Revenue by segment: | ||||||||||||||||||||||||||
| Construction | $ | 14,111 | $ | 17,605 | $ | 45,785 | $ | 57,149 | ||||||||||||||||||
| Investments | 159 | 158 | 564 | 633 | ||||||||||||||||||||||
| Intersegment elimination | (159) | (158) | (564) | (633) | ||||||||||||||||||||||
| Consolidated revenue | $ | 14,111 | $ | 17,605 | $ | 45,785 | $ | 57,149 | ||||||||||||||||||
| Gross profit (loss) by segment: | ||||||||||||||||||||||||||
| Construction | $ | 2,913 | $ | 5,457 | $ | 12,154 | $ | 12,660 | ||||||||||||||||||
| Investments | 100 | 90 | 336 | 343 | ||||||||||||||||||||||
| Intersegment elimination | (159) | (159) | (564) | (633) | ||||||||||||||||||||||
| Consolidated gross profit | $ | 2,854 | $ | 5,388 | $ | 11,926 | $ | 12,370 | ||||||||||||||||||
| Income (loss) from continuing operations by segment: | ||||||||||||||||||||||||||
| Construction | $ | 135 | $ | 2,879 | $ | 2,095 | $ | 3,560 | ||||||||||||||||||
| Investments | 74 | (44) | (453) | 192 | ||||||||||||||||||||||
| Corporate, eliminations and other | (1,010) | (2,090) | (5,988) | (7,296) | ||||||||||||||||||||||
| Segment loss from operations | $ | (801) | $ | 745 | $ | (4,346) | $ | (3,544) | ||||||||||||||||||
| Depreciation and amortization by segment: | ||||||||||||||||||||||||||
| Construction | $ | 540 | $ | 503 | $ | 2,070 | $ | 1,974 | ||||||||||||||||||
| Investments | 59 | 69 | 228 | 290 | ||||||||||||||||||||||
| Star equity corporate | 8 | 9 | 29 | 9 | ||||||||||||||||||||||
| Total depreciation and amortization | $ | 607 | $ | 581 | $ | 2,327 | $ | 2,273 | ||||||||||||||||||
12
Exhibit 99.2
Use of Non-GAAP Financial Measures
In addition to financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), information containing non-GAAP financial measures for Star Equity Holdings, Inc. (the “Company”) was disclosed in the Company's press release (the “Press Release”) dated March 22, 2024 announcing results for the three and twelve months ended December 31, 2023 that accompanied a conference call held by the Company on March 22, 2024. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Management encourages readers to rely upon the GAAP numbers, but includes the non-GAAP financial measures as supplemental metrics to assist readers. Definitions of the non-GAAP financial measures are included in the Press Release.
In the Press Release, the Company presented the non-GAAP financial measures “adjusted net income (loss),” “adjusted net income (loss) per basic and diluted share,” “adjusted EBITDA” Company management uses these non-GAAP financial measures to evaluate the Company's performance. Company management finds it useful to use financial measures that do not include acquired intangible asset amortization, unrealized gain (loss) on lumber derivatives and available-for-sale securities, litigation costs, gains on sale of assets and businesses, non-recurring gain on disposals, bargain purchase gains, one time severance and retention costs, financing costs, and income tax adjustments. While we may have these types of items and charges in the future, Company management believes that they are not reflective of the day-to-day offering of its products and services and relate more to strategic, multi-year corporate actions, without predictable trends, and that may obscure the trends and financial performance of the Company's core business. In the case of “adjusted EBITDA,” Company management believes the exclusion of interest, taxes, depreciation and amortization, and stock-based compensation is a very common measure utilized in the investment community and it helps Company management benchmark its operations and results with the industry.
The limitation associated with using these non-GAAP financial measures is that these measures exclude items that impact the Company's current period operating results. This limitation is best addressed by using these non-GAAP financial measures in combination with “net income (loss),” “net income (loss) per basic and diluted share,” and "operating cash flow" (the most comparable GAAP measures) because these non-GAAP financial measures do not reflect items that impact current period operating results and may be higher or lower than the most comparable GAAP measure.
1