Star Equity Holdings, Inc. (STRR)
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Sidoti Micro-Cap Virtual Investor Conference

Jan 22, 2026

Moderator

Click on that, and you'll have access to a number of options, including the opportunity to ask a question. We'll be reserving 5 to 10 minutes at the end for questions, and I'll just read out the questions, and Star Equity Holdings will provide some answers. So, with that, let me introduce CEO Jeff Eberwein from Star Equity. Please, Jeff, take it away.

Jeffrey Eberwein
CEO, Star Equity Holdings

Thank you very much, Michael, and I appreciate the Sidoti team and the research coverage that we get from you. So, thank you for that and the work you put in for that. So, I want to thank everybody for your interest in our company. I think we have a very interesting and unique company, so I encourage you to follow it and bring us ideas, as you'll see in a minute. But we are an amalgamation of three microcaps, and we're looking to break out of microcap land and go solidly into small-cap land through acquiring other microcaps or acquiring private companies that fit with us. So I'll go into a little bit more detail on that. So I'll start with who we are. So we're a diversified holding company with three operating divisions. Our first division is Building Solutions, and the theme here is factory-based construction.

We think, even though the construction business can be cyclical, there are some strong secular growth themes in our businesses. Namely, we think over time, more and more things will be built in a factory. It is much faster, it's cheaper, it's greener, and now the quality is higher than it was before. And our businesses will construct modules where you can make a house, dormitories, apartment complexes, multifamily dwellings. We also prefabricate walls, engineered wood products, and have design, sales, and distribution capability. And this segment is predominantly in the Northeast and the Upper Midwest, a lot of ways to grow this segment. Our second segment is Business Services, and this is talent management, talent procurement by subscription. So it's not exactly staffing, not exactly recruiting. It's more of an outsourced service for Fortune 500 companies. Our third operating business is Energy Services.

This is our newest division, and we think there are some interesting things to do in this sector and some other small private companies that we can add over time. And fourth, we have an Investments Division that has meaningful assets in it that I'll get into in a bit, namely an investment in a private company, some real estate, and from time to time, we do have small positions in other microcaps. So you could think of Star as somewhat like a private equity firm. We have a small team at corporate. I think the total is 13 people that manages the public company and does a lot of things that a small private equity firm would do in terms of helping our portfolio companies, providing oversight, finance, strategy, capital allocation, capital raising, and the M&A skill set that we've developed. So this slide talks about those things.

Our operating companies have almost 1,500 employees across the three divisions, and they really focus on the business, running the business. The management teams there focus on growth, organic growth, bolt-on acquisitions, and this division of labor really frees up the operating management teams to just focus on their business and not have the distractions that come with being part of a public company. When I started investing in microcaps and we started putting together Star, I was really struck by when I started serving on boards of some other microcaps how much time the management team had to spend on public company matters, and our goal is to let the Star corporate team handle all of those things so that the operating managers can really just focus on their business.

If they have extra time, we want that time spent with customers, employees, bolt-on acquisition targets, and not have those distractions of being part of a public company. So how did we get here? As I mentioned, we're an amalgamation of three microcaps. The most recent one was a merger between Star and Hudson. We kept the Star name. Hudson was actually the surviving entity because Hudson came with a very large NOL, $240 million NOL. The Hudson business is largely international, so Hudson really wasn't utilizing that NOL, whereas Star's businesses are all in the U.S. Our acquisition targets are mainly in the U.S. And so we think with this new structure and this latest merger that closed in August, we'll be much better able to use those NOLs, which could be a very valuable asset to use for the shareholders of the company.

I mentioned that we've built an internal M&A team, which is similar to what you would find at a small private equity firm. And if I look back at the transactions we've done in the last three years, we've done quite a bit. One of the predecessor companies was Digirad, which is a healthcare company. We merged that with a private equity-owned business that will be sold at some point. So we got some cash. We got a seller note. We rolled some equity in the new company. That totals $13 million. We think when the private equity firm goes to sell that business, we think, my personal opinion, is that we'll get more than the $13 million. This is currently on our books for $8 million. So when that business is sold, that'll be a very good source of capital for us to use and recycle back in acquisitions.

We have done three acquisitions of private companies, mainly in our Building Solutions business. This was a bolt-on acquisition, Big Lake Lumber. We put that under one of our existing management teams. It's been very accretive. We acquired Timber Technologies, which is a very high-quality engineered wood product business, and then our Energy Services division comes from an acquisition of a private company that we made last March and has gone very well thus far. Also, as I mentioned, we merged Hudson and Star together in August. We have also, from time to time, made some investments in other microcaps, and the criteria are businesses that we think are significantly undervalued, companies that just shouldn't be public, we think, and are just much more valuable as part of a larger entity.

Where, when we do this, when we launch one of these, we're open to the idea that the company could be part of Star, but we're also perfectly fine with someone else coming along and buying it, and that's happened twice before. The first time, we owned about 10% of Superior Drilling Products, and an industry player, DTI, came along and bought it. I believe DTI is followed by Sidoti. We spent time with the DTI management team, and interestingly, us learning about DTI's business is what led us to the Alliance acquisition that we made last year. It's a somewhat similar business, then we had an investment in an aerospace and defense company called Servotronics. We owned over 5%, went public with our thoughts that it should be part of a larger entity. We helped remake the board at that company.

Ultimately, they hired a banker, ran a process. A bidding war erupted for this little company, and it was sold at a huge premium to where it was trading before. We made a 340% return on our investment there. We just launched another one this morning, a staffing company called GEE Group. The ticker symbol is JOB. We issued a press release. We own 5.4% of the company. We have reached out to them privately. They have ignored us, and so we made the decision to go public, and we'll see how that unfolds. Where we're going, if one looks at the consensus estimates for 2026, we are expected to generate 13 million of EBITDA. Our revenues are expected to be approximately $240 million. Our operating businesses today have significant revenue, significant cash flow. They're all very low maintenance CapEx businesses.

We do generate some healthy free cash flow, which allows us to pay down debt or pay for acquisitions. Just from organic growth, we think our operating businesses will grow their EBITDA to $40 million. And that's after public company costs and corporate overhead. We see significant organic growth ahead for our existing businesses, which I'll get into a bit. We are looking for acquisitions, namely bolt-on acquisitions for one of our existing sectors that we're in, where we can put something underneath an existing management team. When we do acquisitions, we have a preference for using cash, debt, or our preferred stock. We believe our common stock is significantly undervalued. We've been buying the stock in the open market, and there's also been significant insider buying, and we have very high insider ownership of our stock. We've talked about making investments in microcaps.

What is the opportunity set in front of us? How will we scale over time? How will we be big enough at some point to get added to the Russell and escape what I would call microcap purgatory and be a company of relevance where we're in some indices and some ETFs have better trading volume, trading liquidity, and just on a lot more radar screens? First off, there's 3,000 companies that have low EBITDA, less than 30 million, that I would argue a healthy portion of these just shouldn't be public and are likely more valuable inside of a larger entity. We could be the buyer. Someone else could be the buyer. We're looking for crown jewels in this universe. And if they're a willing seller, that's even better. The private company universe is a very fertile ground for acquisitions for us. There's a shockingly high number of businesses.

This one survey, as you can see from the slide, estimates that out of 12 million baby boomer-owned businesses, 4 million or a third have revenue that's significant for us, anything in the $5-100 million range. And 45% of these lack a succession plan. And we see it all the time where a business is started, someone gets close to retirement age, and they don't really have a great exit plan for how they're going to exit the business, particularly if they don't have a partner or family members who they can turn the business over to. And Star could be a very good home for those businesses.

As I showed on a previous slide, we've already done several acquisitions of private companies, and all of them are pretty much in that category where somebody wanted to retire, and we were their exit plan, which ended up being a win-win for both of us. What are we looking for in our acquisition targets and our existing businesses? Because we're a small company, we want businesses that are capital-light, have low maintenance CapEx so that we have a high EBITDA to free cash flow ratio. We want to be in industries that are growing and with businesses that are going to grow faster than the industry. We have a preference for B2B businesses.

We like industries or sectors where it's fragmented, where there's mom-and-pops to buy or other small companies to buy where we can build something meaningful, which we would define as having a business inside of Star that's generating at least 100 million in revenue and 10 million of EBITDA. That's our definition of having a segment that has reached critical mass. We have an owner mentality at Star, and we want the operating management teams that we work with to also have an owner mentality. And we have incentive programs that create a really strong alignment of interest where they have an incentive to grow the business over time, and they participate in the growth, in the profit stream. We've already talked about the verticals that we're in now: building solutions, business services, energy.

That is our main area that we're looking for acquisitions, whether it's other microcaps or private companies. Other verticals that could be a fit for Star where we feel like we have the sector knowledge, they fit our criteria, would be anything industrials, manufacturing, transportation, logistics, other business services. All of those could be interesting to us. And one thing we're not interested in is anything that's pre-revenue or anything that comes close to venture capital. How are we going to get there? So our Building Solutions business, as I've mentioned, we believe this industry, even though it is cyclical, is a growing industry, and we believe our businesses will grow faster than the industry. We expect this division over time to grow its top line at 10%. Our current gross margins are at the 25% level.

We view that to be a minimum over time, and we have plans in place to improve gross margins over time. Growing helps with scale, helps with profitability. And by the end of the decade, we think this division will be generating $15 million of EBITDA at the division level. Our business services business is really at a trough, and we think it's got a lot of growth ahead. It has stopped declining on a year-over-year basis in the Q&A period. Happy to talk about what caused the decline. But importantly here, we brought in a management team from a competitor from Korn Ferry to run this business. And this is a top-notch management team that was in very late 2023. Since that time, we have filled in some of the geographic holes in our portfolio, namely the Middle East, Latin America, and Japan.

And so now we're truly a global service provider, which is important to the Fortune 500. And we've also been investing for growth, investing in sales, marketing, technology, and in a services business where there's no assets. These investments come right out of our profit line in year one. We think, in general, they're break-even in year two, and they really start to benefit the company in year three. So we have looked at our pre-investment profitability, and you can see that on the green line on this slide. And so our current profitability, we would argue, is depressed because not only are we at the bottom of the cycle, but we've been investing heavily for growth, and we think over time that'll translate into significant top-line and bottom-line growth.

The first goal we have is to get back to the level we were at in 2022, which is $100 million of gross profit and $20 million of EBITDA. That's a 20% margin. And because we've built the global platform and we have the management team in place, and we've now built the sales, marketing, and technology that we need to be competitive, we think as we grow, incremental margins will be 30%. So if we can partner with somebody to accelerate that growth, we think there's an opportunity here to someday get this business to $200 million in gross profit. And at a 30% incremental margin, that would imply that EBITDA grows to $50 million in this. And so this will be something to watch.

It's not imminent, but at some point in the future, we could look to partner with someone to really help accelerate the growth of this business. Our energy services business, if we look at Q3, did $1 million in EBITDA, and it's always dangerous to do this, but annualizing that would imply $4 million of EBITDA. We have a goal of growing this segment to $10 million of EBITDA, and they have done a very good job of diversifying into some of the alternative energy growth areas like geothermal, hydrogen drilling. They also do water wells, mining. All those sectors have been performing very well. So it's not just oil and gas. This slide talks a little bit about the Catalyst MedTech, which is the private investment we have, and it's a private company. It's owned by a PE firm that will be sold at some point.

We think our real estate portfolio is worth $10-$15 million, and we can monetize this real estate portfolio, namely by doing sale-leaseback transactions. And with that, I guess the last slide to talk about here, slide 23, we have a detailed summary by segment. If you just roll up what we're projecting, how do we get to $40 million by 2030? And again, this is without acquisitions, and we think this is an imminently achievable target. And if we hit this target, we think we'll have a much higher market cap. We'll have really good stock performance between here and there. And at that point, I would hope that we're in the Russell and have developed some really good momentum. And this last slide just summarizes the points I've made earlier. So, Michael, I think it's a really good point to turn it over to Q&A.

Moderator

Very good. Thanks, Jeff. Impressive presentation. We have had some questions come in already. The first one asks, can you comment on how AI may affect the staffing business? And I'll just add, could you also talk about what Star and Hudson Talent is doing in AI?

Jeffrey Eberwein
CEO, Star Equity Holdings

Sure. We have an approach. We believe we're in the very, very early stages of how AI is going to change everything. We don't fully know how it's going to change, but we believe there's going to be winners and losers. We are bound and determined to be one of the winners. Starting about a year ago, we launched a digital division. We hired a phenomenal executive, Steph Edwards, from Korn Ferry, who was at their digital division to develop our digital division. We're now rolling out AI services along with our service offering.

So, it's incorporated and bundled in the services that we provide to the Fortune 500. Anyone who wants to look at the tool to get a little bit of a preview, if they go to hudsontalent.com, we have more detail on Hudson's website on that tool. And this is a very important area for us. We feel like we have a leading-edge service offering. And in recent months, we've had some clients that we don't do any potential clients, I should say, that we historically haven't done any business with at Hudson, where we have demonstrated our AI tool to them, and they have entered into subscription for that tool to use in their business. And we think that will ultimately lead to other services being included with them. We've never in our history led with technology before or had people subscribe only to our technology tool.

We've always bundled it with our service offering, and we think it's a leading-edge solution. We've done some demonstrations for Michael. He's written about it, and we're excited about our ability to differentiate ourselves using AI and incorporating that into our service offering. We think we're ahead of the pack on that. Michael, what was the second question on Star?

Moderator

You answered them both. One was about the impact of AI, and the second was about what you're doing, so. Okay. Great. Looking at some of the other questions, someone responded to reading your press release and asked, what attracted you to the GEE Group? What makes you interested in them? And what's kind of behind your timing? Why this morning?

Jeffrey Eberwein
CEO, Star Equity Holdings

Sure. The timing was just a coincidence. It wasn't meant to be timed with this presentation.

But we are always looking at other microcaps that might be a fit for Star. And as you might guess, as we have put our name out there, as we've done some acquisitions, as we have launched two other campaigns, one on Superior Drilling and the other one was on Servotronics, frustrated shareholders tend to bring us ideas. And we're willing to engage. We're willing to be public. And so, this is a company that's been on our radar screen. It's been trading around cash. So, the market is ascribing very little value to it. One thing we didn't talk about in the press release is I've reached out multiple times to the CEO and CFO of Gee Group and haven't gotten any response. So, then we decided to draft a letter, which a copy of that letter will be included in our SEC filing later today.

So I'd encourage you to look at that. But the letter basically said, "Hey, let's talk." No response. FedEx the letter, got no response. Sent it to two board members, got no response. So we thought the public and the shareholders in particular should be made aware that we privately approached them with the idea of, "Hey, let's talk. There could be something to do here." Got no response. So I would argue they're not really following their fiduciary duty. All the research work we've done on it has just been based on public information. There's a lot more to learn if they would sign an NDA with us and sit down and talk with us. But just based on what we know, the business has some similarities to Hudson.

We believe that virtually any public company that we combine with, we can take out $2 million-$3 million worth of cost right away just because you have duplication of being a public company. And there could be more costs to take out over time. So we believe, solely based on public information, that we could make this business quickly profitable, and there could be some interesting synergies, maybe some cross-selling opportunities, who knows, between this business and our Hudson business. So that's what attracted us to it. We've gradually been building a position. We just crossed 5% last week. And so we had a deadline to do our SEC filings, which you'll see later today. And it's really just a coincidence that that public release happened today, same day as this presentation.

Moderator

Okay. Great. So a kind of related question.

You mentioned earlier that at this point, you feel the value of your stock just doesn't reflect its real value, so you don't want to use equity as a currency in a transaction. But could you just kind of walk us through using preferred to acquire something or just straight cash?

Jeffrey Eberwein
CEO, Star Equity Holdings

Sure. So we have cash on our balance sheet that we can use for an acquisition. Some of the acquisitions we've done have involved what I would say is cash over time, where it's seller note or earn-out payments. That can be great ways to structure a transaction, and then the energy acquisition we did last year, Alliance Drilling Tools, was mainly using our preferred stock. Our preferred stock trades on Nasdaq. Our common stock is STRR, and our preferred stock is STRR with a P on the end. There's about 23 million outstanding.

It has a 10% cash dividend. It's not convertible, so issuing the preferred stock creates a dividend obligation, but it doesn't dilute the common stock value, in our opinion. The way we think about it is the preferred stock having a 10% dividend yield is similar to if you invert it and look at it on a multiple, we have a piece of paper that trades at 10 times cash flow, and if we can buy businesses that are trading at a lower cash flow multiple than that and have cash flows that grow over time, we think it can be very creative, actually, to issue our non-convertible preferred stock in a transaction. It doesn't hurt our NOL, and it also has favorable tax treatment to the seller because, especially if they're looking to sell their business and retire, that's not a taxable transaction.

It's considered a stock-for-stock transaction, and it can be a useful tool in the toolkit. Very good. Thank you. You took on some debt net of the merger in the summertime. Do you have a target leverage range that you're aiming for? All of the debt that we have is at the subsidiary level. So if we think about the projections for 2026, where consensus is projecting that we will generate $13 million of EBITDA, that's at the corporate level. At the subsidiary level, where the debt exists, the EBITDA generation there is more like $21 million because that's before the public company cost, corporate overhead that we have, which we estimate to be roughly $8 million a year. So the operating company is generating $21 million of EBITDA, I think, makes some good credits.

And so we don't really have a target, but our debt is less than one times EBITDA at the segment level where the debt exists. So that's a very comfortable level for us. I don't think you're ever going to see us be a highly indebted company.

Moderator

Sure. We have time for one more question, so let's just come back to the kind of macro view of the whole staffing industry. You mentioned you thought you were coming out of a trough. How does growth look to you in 2026?

Jeffrey Eberwein
CEO, Star Equity Holdings

Yeah. We do think 2026 will be a growth year. There's industry forecasters out there, industry consultants, and for what it's worth, they're forecasting this year to be up 5%-10%, somewhere in that range, and that seems reasonable to us. Our observation is that the Fortune 500 had a lot of volatility coming out of COVID.

Attrition rates were very high, and some of them probably overhired, and so now we've gone through a digestion period where a lot of the Fortune 500 have been underhiring, and the attrition rate has been very, very low. Some people comment that we're in a no-hiring, no-firing environment, which is unusual, and we see that attrition rate at the Fortune 500 gradually returning to normal historical levels, and so we don't know what the recovery will look like exactly, but we do think we're past the trough, and we do think, unless something comes out of left field, we do think that the industry will see growth going forward, and what we have the highest conviction in is we will gain share. We will grow faster than the industry is growing. We believe that was true in 2025, and we believe that will be true going forward.

Moderator

Well, terrific, Jeff. Thank you very much for joining us. We're going to have to close things out there. And thank you, everyone from the audience. If I didn't get to all your questions, because there were a lot of them, sorry for that, please just follow up with your Sidoti representative, and we'll run down an answer for you. Jeff, thanks again for joining us. Thanks, everybody.

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