Star Equity Holdings, Inc. (STRR)
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LD Micro Main Event XIX Investor Conference

Oct 20, 2025

Speaker 4

To have revenue of over $250 million, and that's reflecting strong organic growth at our existing operating businesses. We expect adjusted EBITDA of at least $15 million and earnings of around $1.50. How will we create value over time? It's really three pillars. One is organic growth at the three businesses we have now. Another is selective acquisitions. Another is effective capital allocation. We have a history of share repurchases, and like I mentioned, we have a willingness to monetize assets that either don't generate cash or that maybe have more strategic value to somebody else than they do to us. On the organic growth, I mentioned that the consensus estimates are $15 million of EBITDA. This is for 2026. This is for three businesses after corporate costs, company overhead, all of that stuff. We envision that $15 million growing to $40 million by the end of the decade.

That's just from organic growth. That doesn't include anything from acquisitions. We do expect to do some targeted acquisitions. These could be either private companies or public companies. We have in the past done a little bit of activist investments in other microcaps that shouldn't be public. If there's two seeds to plant with you today, one seed is that we're a very cheap stock, would love to have you buy it. The second seed is that if you run across any microcaps that you think could be a fit for us or any private companies that could be a fit for us, please keep us in mind. In terms of how we will make acquisitions, we do have cash on our balance sheet now. We do have some undrawn lines of credit we can use.

We also have non-convertible preferred stock that pays a healthy dividend that we can use for acquisitions. It also trades on Nasdaq. It's an attractive currency for sellers to receive. It's very tax efficient, and it's non-dilutive to our common shareholders. We think our stock is really cheap. We have no interest in issuing stock anytime soon or issuing it for acquisitions. I'll get into a little bit more detail on this in a minute, but we feel like we have over $20 million of assets that will be monetized in the coming years that aren't really generating any income or EBITDA for us. I've talked a little bit about share repurchases. We've executed $10 million worth of share repurchases since 2020, including that recent 8% block purchase, and insiders own about 25% of our stock. We have a very strong owner mindset.

Turning to our operating businesses for a minute, even though you might think the businesses themselves don't have a tremendous amount of organic synergy, they do have some characteristics in common, and this is what we look for to be in a business or do an acquisition. We like businesses that have low maintenance CapEx, asset-light business models. That's one key characteristic. Another is a business that's in a growing industry where there's a lot of organic growth opportunities. We prefer B2B businesses over customer-facing businesses. Industries that are fragmented, where there's a lot of bolt-on acquisition targets, are attractive. We like a business to either come with an operating management team that's strong, or we will find an operating management team that's strong. It's very much like a PE model.

You could think of Star as a publicly traded PE firm as taking a PE approach to other microcaps. People have made that analogy, and it's not wrong. I've talked a little bit about some of the financials. We do have a large NOL, so we can shield U.S. income from taxes. I know there's a lot of different valuation metrics one can look at, but if you just look at price to earnings on 2006, price to book, free cash flow yield, we're cheap on any metric. EV/ EBITDA, we're cheap. Any way you want to look at it, we have a very cheap stock, which I would chalk up to being a little bit hard to understand and mutual fund selling. We've just completed a significant merger, and we're now poised to play offense and focus on growth.

Here's the calculation behind the numbers on the previous slide. Happy to go into this in detail with any of you. When we think about the opportunity set, this is a very important slide to us when we think about acquisition opportunities growing through both organic growth and through acquisitions. When we did this research, I was kind of shocked at the size of some of these numbers. There's 44,000 public companies in the U.S. with EBITDA of less than $30 million. I would argue most of these companies shouldn't be public, especially ones that don't have breakout potential, that are never going to break out of what we would call microcap purgatory. A select few of these could be interesting to us. Please keep that in mind.

If you think about private companies, there's a tremendous amount of private companies out there where they might not have an exit plan. 12 million baby boomers own a private business, 4 million of these, so 1/3, have revenue of $5 million- $100 million. A significant chunk of them, a survey showed, 45% of family-owned businesses don't have a succession plan. Some of the acquisitions we've made in recent years have been companies that fit that profile. We feel like we have a huge playing field to grow our company, get scale, eventually get added to the Russell, and have the critical mass that we're looking for. One other important thing we get asked about a lot is we've built a very capable internal team that looks a lot like what you would see at a small private equity firm.

We have three analysts, we have an in-house legal team, and we have a proven ability to execute on transactions. A few years ago, we had a healthcare business. It was strategically more valuable to somebody else than it was to us to keep it. We merged it with a very similar company that happened to be owned by a PE firm. We did get some cash, but we rolled a lot of our equity position into this new company. We don't feel like we're getting any credit for this asset because it's not producing any direct EBITDA, but it will be monetized at some point. That's what private equity firms do, two to three years. We also have some real estate that could be sold.

This internal team that we've created, we've acquired three private businesses in recent years, two in the construction space and one in the energy and industrial services space. We've also made a couple of investments in microcaps that we thought shouldn't be public, and we effectively put them in play and got them sold. When we do that, we're looking for a few things. The number one thing we're looking at is maybe a microcap that could be a new division of Star . That's a small number that we would be interested in. It could be a situation where it's of interest to somebody else, like a strategic buyer. It could be a situation where we acquire it, clean it up, and sell it to a strategic or a private equity firm.

This is in the core of what we do, but it's something that we have the capability of doing. We've had two investments get acquired for healthy premiums. One was a huge premium earlier this year in the aerospace and defense chain. We got board representation. They ultimately hired an investment bank, sold themselves, a bidding war erupted, and what was a $12 stock got acquired by TransDigm for $47. That wouldn't have happened had it not been for our involvement. As we get bigger, as we execute on our strategy, this could be one way that we grow. Just to give a little bit more information on our businesses, our building solutions division consists of a few different businesses. The theme here is wood-based construction, build it in a factory. It's cheaper, faster, greener, and it is gaining share over time.

These businesses we think are currently generating about $80 million in revenue and about $10 million of EBITDA. We're looking for additional bolt-ons for this division. We'd like any business we're in to be at at least $10 million of EBITDA just to have that critical mass. Lots of bolt-on opportunities in this field. Another business that we're in is, we call it business services. It's really anything involving talent, talent acquisition, talent advisory. The clients here are Fortune 500 companies. This is the business whose brand name is Hudson. That business could be of interest to a private equity firm at some point. We also have a lot of background in staffing. We don't have a staffing business currently, but staffing businesses would be a good fit for what we do. Energy services is the third business we have.

One thing we like about energy services is it's a business we know well. It's all sellers and very few buyers. Multiples are really low. In this business, we're looking for things that are mission critical, low maintenance CapEx where we feel we can add value after we own it. Other verticals that could be interesting for us, that could be good fits for us, transportation, logistics, anything that's industrials, manufacturing, materials are things that we think are in our wheelhouse. Importantly, we're not the kind of company who's going to invest in startups, venture capital type situations, pre-revenue type of situations. Keep us in mind if you run across something that could be a fit.

A lot of the rest of the slides in this deck are just more details on our existing businesses and on our real estate holdings and some of the non-cash generating assets that we have. Here's our management team, our board, and the businesses I've talked about. Just to kind of reiterate, we've got three operating businesses. We're looking for bolt-on acquisitions for all three of these divisions or related businesses because we'd like all three of these divisions to be bigger over time. I would say the bar is higher to add a fourth leg to the stool, but it is something that could happen at some point. This is probably a good moment to pause and see if there's any questions, anything I can elaborate on. Yes, sir?

What do you use to buy these things?

Yeah, we have used a mix of cash, debt, and preferred stock. Other tools in the toolkit are earnouts and seller note.

If there's current cash, do you go real debt?

It could be either one. We're not inclined to use our common stock either in an offering or as acquisition consideration because we think our stock is so cheap. The more recent acquisitions we've done have been cash on the balance sheet. We will often find a local bank to partner with, maybe even the bank that the private company has been using. Each one is slightly different, but that's what we've used historically. Right now, kind of post the merger that we just completed, this is as of June 30th, $27 million of cash. That's some firepower. We do have debt at our opco subsidiary levels. That's about $13 million. Some of those credit lines have some availability on them. Like I mentioned, we have publicly traded preferred stock that we've created that some sellers really like to receive as an acquisition currency because it's very tax efficient.

This preferred stock that we created is not convertible. It's perpetual. It's treated like equity for M&A purposes. In other words, if we buy another public company or we buy a private company using our preferred stock, it's treated just like a stock-for-stock exchange. It's not taxable.

Is that convertible? Is it convertible at what yield?

10% cash yield, and it's not convertible.

Current?

It's current. Absolutely.

Paid quarterly?

Quarterly dividend. It's got a $10. It trades on Nasdaq. Our ticker symbol is STRR. That preferred stock is STRRP. I'll just give you one quick story. This business we acquired in March, the energy services business, the two main owners wanted to retire, and we started talking to them about, if you sell for cash, you're going to have to pay taxes. What are you going to do with that cash? They said, we're not really an investor. We're going to turn it over to a wealth manager. We started talking to them about our 10% preferred stock, and they got pretty excited to take our 10% preferred stock, and they haven't sold a share, and it's kind of their retirement plan.

Thank you.

Good question. Sir?

How did you get control of this company? Did you have a lot to say about it?

Yeah. I'm really a value investor, first and foremost. I worked at a few different investment firms, and then I started my own. I would say I'm a hands-on value investor. I started investing in microcaps, getting more and more involved, in some cases sitting on the board. Some of these realizations took me a while to realize, but one was that so many of these companies shouldn't be public. That was a realization. Number two is how do you get your business sold or going private? It's not easy. A realization that we have that we believe can create a lot of value is that if you put three or four or five of these together, even if there's not a tremendous amount of obvious business synergies, it creates a lot of value because you're spreading the public company costs and the overhead costs over a much bigger base.

A lot of these microcaps, a tremendous amount of the revenue ends up going away to overhead costs and public company costs. If you have a talented operating management team, you want that management team spending time with clients, employees, bolt-on acquisition targets. When I joined some boards of some other microcaps, I realized how much time they had to spend going to conferences like this, getting the audit done, prepping for the board of directors meeting. If it's a talented person, you want them focused on the business. What we've created with Star is we have a small corporate team. It's about 10 people. We take care of all the public company stuff, and we operate like a small PE firm.

That frees up the opco management teams to grow their business, maximize their business, meet bolt-on acquisition targets, and they're incented to come up with strategies to have profitable growth. These three microcaps that make up Star were all things that I was involved in. They were in our portfolio. I was on the board, and I had the vision to put them together. It's taken a few years, and we just closed the most recent merger in August. I feel like we're just getting going with the strategy. Sir?

Do you have any independent research written on your approach?

I would say not quite yet. [Sidoti] follows us, and that is part of the company.

[Sidoti] brothers? Who?

That's the company-sponsored research. Litchfield Hills Research follows us if you're familiar with them. For the brokerage community, we're not looking to raise capital, so we're not a prime candidate at this stage. There is published research out there on us. Any other questions? Check out our website, starequity.com. Ticker symbol is STRR. Our contact info is on the website and is in the back of our presentation. We'd love to stay in touch. Just to reiterate, the two seeds, we're a cheap stock. We'd love to have you buy the stock. Just as importantly, keep us in mind in case you run across any private companies or other microcaps that could be a fit. Thanks for your time.

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