FALSE000070738800007073882024-08-132024-08-130000707388us-gaap:CommonStockMember2024-08-132024-08-130000707388us-gaap:SeriesAMember2024-08-132024-08-130000707388us-gaap:SeriesCPreferredStockMember2024-08-132024-08-13

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:
August 13, 2024
(Date of earliest event reported)

Star Equity Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3594733-0145723
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer
Identification No.)

53 Forest Ave, Suite 101
Old Greenwich, CT 06870
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareSTRRNASDAQ Global Market
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share
STRRPNASDAQ Global Market
Series C Participating Preferred Stock, par value
$0.0001 per share Purchase Rights
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 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 August 13, 2024, Star Equity Holdings, Inc. (the “Registrant”) issued a press release announcing financial results for the three and six months ended June 30, 2024. 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 August 13, 2024
Information Related to the Use of Non-GAAP Financial Measures
104Cover 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:     August 13, 2024



Exhibit 99.1
strrlogojpeg.jpg
For immediate release
August 13, 2024
Star Equity Holdings, Inc. Announces 2024 Second Quarter Financial Results

Timber Technologies acquisition marks major Company milestone; diversifies Building Solutions division revenue streams and improves Star’s overall cash flow and profitability

Recent sale-leaseback transactions significantly improve liquidity position and ability to execute growth strategy

Announces $1 million common stock repurchase program


Old Greenwich, CT. - Star Equity Holdings, Inc. (Nasdaq: STRR; STRRP) (“Star” or the “Company”), a diversified holding company, reported today its financial results for the second quarter (Q2) ended June 30, 2024. All 2024 and 2023 amounts in this release are unaudited.
Following the sale of our Digirad Health business on May 4, 2023, all financial results for the 2023 reporting period, unless stated otherwise, relate to continuing operations, which currently include two divisions: Building Solutions (formerly known as Construction) and Investments.
Q2 2024 Financial Highlights vs. Q2 2023 (unaudited)
•Revenues increased by 51.6% to $13.5 million from $8.9 million.
•Gross profit decreased by 14.9% to $2.2 million from $2.6 million.
•Net loss from continuing operations was $3.8 million (or $1.19 per basic and diluted share) compared to net loss from continuing operations of $1.4 million (or $0.44 per basic and diluted share).
•Non-GAAP adjusted net loss was $0.9 million (or $0.29 per basic and diluted share) compared to net loss of $0.9 million (or $0.29 per basic and diluted share).
•Non-GAAP adjusted EBITDA was a loss of $0.5 million versus a loss of $0.8 million.

Year-to-Date 2024 Financial Highlights vs. Year-to-Date 2023 (unaudited)
•Revenues increased by 6.4% to $22.6 million from $21.2 million.
•Gross profit decreased by 44.8% to $3.8 million from $6.9 million.
•Net loss from continuing operations was $6.0 million (or $1.90 per basic and diluted share) compared to a net loss from continuing operations of $1.4 million (or $0.43 per basic and diluted share).
•Non-GAAP adjusted net loss from continuing operations was $2.3 million (or $0.73 per basic and diluted share) compared to a net loss of $1.1 million (or $0.36 per basic and diluted share).
•Non-GAAP adjusted EBITDA from continuing operations was a loss of $1.6 million versus a loss of $36 thousand.

Rick Coleman, Chief Executive Officer, noted, “In the second quarter of 2024, Building Solutions revenue increased versus the second quarter of 2023, while gross margin declined – primarily due to a one-time purchase price accounting adjustment related to our second quarter 2024 Timber Technologies acquisition. Our sales pipeline remains strong, but consistent with industry trends, the conversion of these opportunities to signed backlog has been slower than historical norms. Despite continued demand for new projects, the ongoing effects of credit tightening have created financing challenges and project timing delays for our partners and customers. We’re optimistic about new construction opportunities in the markets we serve, and believe the current macroeconomic impacts are temporary.”
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.”
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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.
Revenues in $ thousandsQ2 2024Q2 2023% change6M 20246M 2023% change
Building Solutions
$13,483 $8,893 51.6 %$22,601 $21,239 6.4 %
Investments194 158 22.8 %382 316 20.9 %
Intersegment elimination(194)(158)22.8 %(382)(316)20.9 %
Total Revenues$13,483 $8,893 51.6 %$22,601 $21,239 6.4 %
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
Gross profit (loss) in $ thousandsQ2 2024Q2 2023% change6M 20246M 2023% change
Building Solutions
$2,229 $2,664 (16.3)%$3,907 $6,993 (44.1)%
Building Solutions gross margin
16.5 %30.0 %(13.5)%17.3 %32.9 %(15.6)%
Investments181 97 86.6 %265 192 38.0 %
Intersegment elimination(194)(158)22.8 %(382)(316)20.9 %
Total gross profit$2,216 $2,603 (14.9)%$3,790 $6,869 (44.8)%
Total gross margin16.4 %29.3 %(12.9)%16.8 %32.3 %(15.5)%
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.
2


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 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 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.

3

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
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.
For more information contact:
Star Equity Holdings, Inc.The Equity Group
Rick ColemanLena Cati
Chief Executive OfficerSenior Vice President
203-489-9508212-836-9611
rick.coleman@starequity.comlcati@equityny.com
(Financial tables follow)
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Star Equity Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited) (In thousands, except for per share amounts)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues:
Building Solutions**
$13,483 $8,893 $22,601 $21,239 
Investments— — — — 
Total revenues13,483 8,893 22,601 21,239 
Cost of revenues:
Building Solutions**
11,254 6,229 18,694 14,246 
Investments13 61 117 124 
Total cost of revenues11,267 6,290 18,811 14,370 
Gross profit2,216 2,603 3,790 6,869 
Operating expenses:
Selling, general and administrative5,339 4,209 9,433 7,893 
Amortization of intangible assets590 430 1,032 860 
Total operating expenses5,929 4,639 10,465 8,753 
Income (loss) from continuing operations(3,713)(2,036)(6,675)(1,884)
Other income (expense):
Other income (expense), net(334)568 65 459 
Interest income (expense), net221 163 595 136 
Total other income (expense), net(113)731 660 595 
Income (loss) before income taxes from continuing operations(3,826)(1,305)(6,015)(1,289)
Income tax benefit (provision) from continuing operations39 (61)4 (61)
Income (loss) from continuing operations, net of tax(3,787)(1,366)(6,011)(1,350)
Income (loss) from discontinued operations, net of tax
— 26,957 — 27,376 
Net income (loss)(3,787)25,591 (6,011)26,026 
Dividend on Series A perpetual preferred stock
(479)(479)(958)(958)
Net income (loss) attributable to common shareholders$(4,266)$25,112 $(6,969)$25,068 
Net income (loss) per share
Net income (loss) per share, continuing operations
Basic and diluted*$(1.19)$(0.44)$(1.90)$(0.43)
Net income (loss) per share, discontinued operations
Basic and diluted*$— $8.68 $— $8.82 
Net income (loss) per share
Basic and diluted*$(1.19)$8.24 $(1.90)$8.38 
Net income (loss) per share, attributable to common shareholders
Basic and diluted*$(1.34)$8.09 $(2.20)$8.08 
Weighted-average common shares outstanding ***
Basic and diluted3,172 3,104 3,170 3,104 
Dividends declared per share of Series A perpetual preferred stock$0.25 $0.25 $0.50 $0.50 
*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
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Star Equity Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited) (In thousands, except share amounts)
June 30, 2024 (unaudited)
December 31,
2023
Assets:
Current assets:
Cash and cash equivalents$2,457 $18,326 
Restricted cash1,602 620 
Investments in equity securities3,833 4,838 
Lumber derivative contracts— 19 
Accounts receivable, net of allowances of $230 and $191, respectively6,213 6,004 
Note receivable, current portion399 399 
Inventories, net5,789 3,420 
Other current assets1,390 1,180 
Assets held for sale4,295 4,346 
Total current assets25,978 39,152 
Property and equipment, net10,513 3,482 
Operating lease right-of-use assets, net1,270 1,470 
Intangible assets, net20,377 12,518 
Goodwill7,878 4,438 
Cost method investment
4,710 6,000 
Notes receivable
8,640 8,427 
Other assets1,500 9 
Total assets$80,866 $75,496 
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable$1,867 $1,571 
Accrued liabilities2,628 1,506 
Accrued compensation1,065 1,772 
Accrued warranty47 44 
Deferred revenue845 1,377 
Short-term debt 6,052 2,019 
Operating lease liabilities419 403 
Finance lease liabilities28 42 
Total current liabilities12,951 8,734 
Long-term debt, net of current portion8,275 — 
Deferred tax liabilities281 318 
Operating lease liabilities, net of current portion887 1,102 
 Finance lease liabilities, net of current portion29 43 
Total liabilities22,423 10,197 
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 June 30, 2024. (Liquidation preference: $18,988,390 as of June 30, 2024 and December 31, 2023)18,988 18,988 
Series C Preferred stock, $0.0001 par value: 25,000 shares authorized; no shares issued or outstanding— — 
Common stock, $0.0001 par value: 10,000,000 shares authorized; 3,224,550 and 3,165,243 shares issued and outstanding (net of treasury shares) at June 30, 2024 and December 31, 2023, respectively *2 2 
Treasury stock, at cost; 51,770 shares at June 30, 2024 and December 31, 2023, respectively *(5,728)(5,728)
Additional paid-in capital159,281 160,126 
Accumulated deficit(114,100)(108,089)
Total stockholders’ equity58,443 65,299 
Total liabilities and stockholders’ equity$80,866 $75,496 
*All share amounts reflect 1 for 5 reverse stock split effective June 14, 2024, retroactively
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Star Equity Holdings, Inc.
Reconciliation of Non-GAAP Financial Measures
(Unaudited) (In thousands, except per share amounts)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net income (loss) from continuing operations$(3,787)$(1,366)$(6,011)$(1,350)
Acquired intangible amortization590 430 1,032 860 
Unrealized loss (gain) on equity securities (1)
303 (945)75 (947)
Unrealized loss (gain) on lumber derivatives (2)
(1)(104)19 (147)
Litigation costs46 — 55 — 
Transaction costs related to sale (3)
(9)1,158 92 — 
Transaction costs related to mergers and acquisitions (4)
112 — 544 — 
Purchase accounting adjustment (5)
574 — 574 — 
Impairment of cost method investment1,290 — 1,290 — 
Financing costs (6)
7 54 15 149 
Income tax (benefit) provision(39)61 (4)61 
Non-GAAP adjusted net income (loss) from continuing operations $(914)$(890)$(2,319)$(1,128)
Net income (loss) from continuing operations per diluted share$(1.18)$(0.43)$(1.88)$(0.43)
Acquired intangible amortization0.18 0.14 0.32 0.27 
Unrealized loss (gain) on equity securities (1)
0.09 (0.30)0.02 (0.30)
Unrealized loss (gain) on lumber derivatives (2)
— (0.03)0.01 (0.05)
Litigation costs0.01 — 0.02 — 
Transaction costs related to sale (3)
— 0.37 0.03 — 
Transaction costs related to mergers and acquisitions (4)
0.03 — 0.17 — 
Purchase accounting adjustment (5)
0.18 — 0.18 — 
Impairment of cost method investment0.40 — 0.40 — 
Financing costs (6)
— 0.02 — 0.05 
Income tax (benefit) provision(0.01)0.02 — 0.02 
Non-GAAP adjusted net income (loss) from continuing operations per basic and diluted share (7)
$(0.29)$(0.29)$(0.73)$(0.36)
(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.
8

Star Equity Holdings, Inc.
Reconciliation of Non-GAAP Financial Measures
(Unaudited) (In thousands)
For The Three Months Ended June 30, 2024
Building SolutionsInvestmentsStar Equity CorporateTotal
Net income (loss) from continuing operations$(1,115)$(1,265)$(1,407)$(3,787)
Depreciation and amortization774 13 8 795 
Interest (income) expense138 (199)(160)(221)
Income tax (benefit) provision— — (39)(39)
EBITDA from continuing operations (203)(1,451)(1,598)(3,252)
Unrealized loss (gain) on equity securities (1)
— 303 — 303 
Unrealized loss (gain) on lumber derivatives (2)
(1)— — (1)
Interest income(3)
— 360 — 360 
Litigation costs — — — 46 46 
Stock-based compensation14 — 56 70 
Transaction costs related to sale (4)
— — (9)(9)
Transaction costs related to mergers and acquisitions (5)
— — 112 112 
Purchase accounting adjustment (6)
574 — — 574 
Impairment of cost method investment— 1,290 — 1,290 
Financing costs (7)
7 — — 7 
Non-GAAP adjusted EBITDA from continuing operations $391 $502 $(1,393)$(500)

For The Three Months Ended June 30, 2023
Building SolutionsInvestmentsStar Equity CorporateTotal
Net income (loss) from continuing operations$200 $992 $(2,558)$(1,366)
Depreciation and amortization510 61 8 579 
Interest (income) expense16 (105)(74)(163)
Income tax (benefit) provision— — 61 61 
EBITDA from continuing operations 726 948 (2,563)(889)
Unrealized loss (gain) on equity securities (1)
— (945)— (945)
Unrealized loss (gain) on lumber derivatives (2)
(104)— — (104)
Interest income(3)
— 246 — 246 
Stock-based compensation4 — 98 102 
Transaction costs related to sale (4)
— — 1,158 1,158 
(Gain) Loss on sale of buildings— (424)— (424)
Financing costs (7)
48 6 — 54 
Non-GAAP adjusted EBITDA from continuing operations $674 $(169)$(1,307)$(802)

(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.
9


For The Six Months Ended June 30, 2024Building SolutionsInvestmentsStar Equity CorporateTotal
Net income (loss) from continuing operations$(2,040)$(802)$(3,169)$(6,011)
Depreciation and amortization1,341 117 25 1,483 
Interest (income) expense174 (390)(379)(595)
Income tax (benefit) provision— — (4)(4)
EBITDA(525)(1,075)(3,527)(5,127)
Unrealized loss (gain) on equity securities (1)
— 75 — 75 
Unrealized loss (gain) on lumber derivatives (2)
19 — — 19 
Interest income (3)
— 770 — 770 
Litigation costs (3)
— — 55 55 
Stock-based compensation24 — 104 128 
Transaction costs related to sale (4)
— — 92 92 
Transaction costs related to mergers and acquisitions (5)
— — 544 544 
Purchase accounting adjustment (6)
574 — — 574 
Impairment of cost method investment— 1,290 — 1,290 
Financing costs (7)
15 — — 15 
Non-GAAP adjusted EBITDA$107 $1,060 $(2,732)$(1,565)

For The Six Months Ended June 30, 2023Building SolutionsInvestmentsStar Equity CorporateTotal
Net income (loss) from continuing operations$1,854 $941 $(4,145)$(1,350)
Depreciation and amortization1,015 124 12 1,151 
Interest expense45 (83)(98)(136)
Income tax (benefit) provision— — 61 61 
EBITDA2,914 982 (4,170)(274)
Unrealized loss (gain) on equity securities (1)
— (947)— (947)
Unrealized loss (gain) on lumber derivatives (2)
(147)— — (147)
Interest Income
— 246 — 246 
Stock-based compensation9 — 194 203 
Transaction costs
— — 1,158 1,158 
Gain on sale of assets
— (424)— (424)
Financing costs (7)
132 17 — 149 
Non-GAAP adjusted EBITDA$2,908 $(126)$(2,818)$(36)
(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.
10

Star Equity Holdings, Inc.
Supplemental Debt Information
(Unaudited) (In thousands)
A summary of the Company’s credit facilities are as follows:
June 30, 2024
December 31, 2023
AmountWeighted-Average Interest RateAmount Weighted-Average Interest Rate
Revolving Credit Facility - Premier EBGL$3,379 9.25%$2,019 9.25%
Revolving Credit Facility - KeyBank KBS$1,048 7.50%$— —%
Total Short-term Revolving Credit Facilities$4,427 8.84%$2,019 9.25%
Bridgewater - TT Term Loan
$1,400 7.85%$— —%
Term Loan Secured by Mortgage225 7.50%— —%
Total Short-term debt$6,052 8.45%$2,019 9.25%
Bridgewater - TT Term Loan, net of current portion
$5,500 7.85%$— —%
Term Loan Secured by Mortgage, net of current portion
2,775 7.50%— —%
Long Term Debt, net of current portion$8,275 7.75%$— —%
Total Debt$14,327 8.08%$2,019 9.25%
11

Star Equity Holdings, Inc.
Supplemental Segment Information
(Unaudited) (In thousands)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenue by segment:
Building Solutions$13,483 $8,893 $22,601 $21,239 
Investments194 158 382 316 
Intersegment elimination(194)(158)(382)(316)
Consolidated revenue$13,483 $8,893 $22,601 $21,239 
Gross profit (loss) by segment:
Building Solutions$2,229 $2,664 $3,907 $6,993 
Investments181 97 265 192 
Intersegment elimination(194)(158)(382)(316)
Consolidated gross profit$2,216 $2,603 $3,790 $6,869 
Income (loss) from continuing operations by segment:
Building Solutions$(842)$199 $(1,740)$1,981 
Investments(1,191)(437)(1,147)(456)
Corporate, eliminations and other(1,680)(1,798)(3,788)(3,409)
Segment income (loss) from operations$(3,713)$(2,036)$(6,675)$(1,884)
Depreciation and amortization by segment:
Building Solutions$774 $510 $1,341 $1,015 
Investments13 61 117 124 
Star Equity corporate8 8 25 12 
Total depreciation and amortization$795 $579 $1,483 $1,151 
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 August 13, 2024 announcing results for the three months ended June 30, 2024 that accompanied a conference call held by the Company on August 13, 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, income tax adjustments, unrealized gain (loss) on lumber derivatives and available-for-sale securities, litigation costs, financing costs, transaction costs, financing fees, and other one-time transactions. 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
v3.24.2.u1
Cover
Aug. 13, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0000707388
Document Information [Line Items]  
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Address, Postal Zip Code 06870
Entity Address, Address Line One 53 Forest Ave
Entity Address, City or Town Old Greenwich
Entity Address, State or Province CT
City Area Code 203
Local Phone Number 489-9500
Entity Registrant Name Star Equity Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35947
Entity Tax Identification Number 33-0145723
Document Period End Date Aug. 13, 2024
Document Type 8-K
Entity Address, Address Line Two Suite 101
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol STRR
Security Exchange Name NASDAQ
Series A  
Document Information [Line Items]  
Title of 12(b) Security Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share
Trading Symbol STRRP
Security Exchange Name NASDAQ
Series C Preferred Stock  
Document Information [Line Items]  
Title of 12(b) Security Series C Participating Preferred Stock, par value$0.0001 per share Purchase Rights
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