Star Equity Holdings, Inc. (Nasdaq: STRR; STRRP) (“Star Equity” or
the “Company”), a diversified holding company, announced today it
has completed the sale of Digirad Health, Inc. (“Digirad”) to TTG
Imaging Solutions, LLC (“TTG”), a national leader in imaging
solutions, for $40 million, effective May 4, 2023. The $40 million
consideration is composed of $27 million in cash, a $7 million
promissory note, and $6 million of rollover common equity interest
in TTG. Rick Coleman, Star Equity’s CEO, will serve on the board of
directors of TTG.
“We are thrilled to announce this watershed
transaction for Star Equity,” said Mr. Coleman. “The strategic
combination of Digirad and TTG creates substantial immediate value
for Star Equity shareholders while also providing significant
upside potential as TTG executes on its growth strategy. We believe
the scale created from this partnership will result in a stronger
market presence for the combined business – benefiting its
employees and customers alike – and we are excited to retain an
equity position in TTG going forward. On behalf of the Star Equity
management team, I would like to thank all Digirad employees for
their contributions to Star Equity over the years and wish them the
best under TTG’s leadership. As a TTG board member, I look forward
to helping the new, combined team drive the business forward.”
Matt Mastarone, CEO of TTG, commented, “I am
delighted to welcome the entire Digirad team to TTG. Together, I am
confident we can leverage the strengths of the combined company to
gain market share and cement our position as a full-service,
national leader in imaging solutions. I welcome Rick Coleman to our
board of directors, and I am excited to collaborate closely with
Marty Shirley to execute on our business plan as he joins TTG as
EVP of Sales and Marketing and Turnkey Solutions.”
Following the sale of Digirad, Star Equity will
be composed of two divisions: Construction and Investments. The $7
million promissory note and $6 million of common equity in TTG will
be assets in the Investments division of Star Equity. Star Equity
will continue to pursue its growth strategy as a diversified
holding company through both organic growth and acquisitions.
Mr. Coleman added, “As part of Star Equity’s
holding company strategy, we are constantly evaluating our
operating businesses and investment portfolio and the strategic
opportunities available to us. While our structure allows us to
hold our operating businesses and investments indefinitely, it also
provides us the flexibility to opportunistically pursue
dispositions, joint ventures, and other M&A opportunities. With
the divestiture of Digirad, we have significantly strengthened our
balance sheet and are well positioned to execute on our growth
strategy of generating organic growth at our Construction division,
completing acquisitions – which could either be Construction
bolt-ons or entries into new business sectors – and thoughtfully
expanding activity at our Investments division. We plan to update
shareholders on our progress on these initiatives regularly going
forward.”
About Star Equity Holdings,
Inc.
Star Equity Holdings, Inc. is a diversified
holding company currently composed of two divisions: 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.
About TTG Imaging Solutions
TTG Imaging Solutions delivers an integrated
end-to-end solution of unparalleled offerings from equipment to
service and diagnostic imaging turnkey to radiopharmaceuticals. We
aim to maximize customer satisfaction through a relentless pursuit
of quality, a broad portfolio of services, and commitment to
continuous improvement. TTG is majority-owned by Sentinel Capital
Partners.
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, free cash
flow (FCF), 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 |
CEO |
Senior Vice President |
203-489-9508 |
212-836-9611 |
admin@starequity.com |
lcati@equityny.com |
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