Star Equity Holdings, Inc. Common Stock Small-Cap Virtual Conference

grow above 10% annually between now and the end of the decade. We have a lot of operating leverage, and we will get to EBITDA, we think, of $40 million by the end of the decade. We are also looking for acquisitions. Mainly, we are looking for bolt-on acquisitions for our existing businesses so that they can have more size and scale. Also looking for sister companies. This is where we add another business to a division that we already have. We are open to new verticals, but I would say the bar is highest for adding a new vertical. How will we pay for these acquisitions? It will be a mix of cash on hand, debt facilities that we have down at the subsidiary level, and preferred stock. Those are the three ways we have of adding acquisitions to Star.

When we think about the universe that we have, it is a really exciting universe. There are, as I am sure many of you know, thousands of public companies that have a low amount of EBITDA. Many of them do not have a path to escaping micro-cap purgatory. I would say maybe 5% of these are going to be interesting to Star. There are quite a few micro-cap companies that we are not interested in, but we are interested in ones that meet our characteristics. So that is one playing ground we have is other micro-caps. Another playing ground we have is opportunity set for us is private companies. There are millions of private companies that need an exit plan at some point, particularly when the founders get ready to retire. According to a recent study, 45% don't have a viable succession plan or exit plan.

Selling to Star could be a very good alternative for some of those. So what are the characteristics of the acquisitions that we are looking for? This also applies to the businesses we are in, even though the businesses we are in, one might think at first blush that they do not have a lot in common. So building solutions, energy services, business services, they actually do have some characteristics in common. All of the businesses we are in now, and this also applies to the acquisitions we are looking for, are capital-light, which means very low maintenance CapEx. All the businesses we are in have significant growth opportunities. They are in growing industries. We absolutely need to have a local operating management team to run the business, and we are really partners with them. We like businesses that are in fragmented markets where we can do a lot of acquisitions.

Low obsolescence risk is also important to us. The businesses we have today are all B2B type of businesses, and we do have a preference for B2B over B2C. So, the main priority, as I have talked about, is to get bigger in businesses we are already in. When we think about verticals that we think would be a good fit for our criteria and a good fit for our skill set, things we have looked at are in the logistics, transportation space. Industrials, manufacturing could be interesting, materials. One thing that you will not see us do is invest in venture capital, pre-revenue, startup type of situations. We will leave that to others. So our building solutions business, we think will have revenue growth. It is at a trough right now. We think it will have revenue growth of 10% a year.

We have some idle capacity at our existing facilities, and we have an idle factory that we could restart if we find a new product to produce or if demand grows sufficiently. Our Hudson business, we have a goal of getting to $100 million in gross profit and $20 million of EBITDA, and we think growth in this division will deliver 30% incremental margins. There could be something to do with this business at some point in terms of merging with somebody else. We do think there are acquisitions to do here, whether they are bolt-ons or mergers of equals here. Our energy business, we think will also have 10% revenue growth, and the management team here has done a very good job of getting into geothermal drilling, which is hot, no pun intended.

There is a tremendous amount of geothermal projects on the map that are going to be executed on between now and the end of the decade. We are excited about our market position in geothermal. We also do carbon capture, hydrogen, helium. Those are all growth areas in addition to the traditional oil and gas drilling. Our product here is a mission-critical tool that is a rental tool that sits right behind the drill bit. It is a very small part of the total cost of drilling a well, but it is mission critical, and it is a capital light business that we are in. It is like a razor blade type of business, and we are going to stay away from anything that is super capital intensive in the energy services sector. A little bit of detail on this slide.

Our investments are in private companies, our public portfolio, and then our real estate. This last slide just paints a little more detail by division of how are we going to get to $40 million of EBITDA by the end of the decade. A lot of it will come from our business services division. This division was producing EBITDA of $20 million at the peak in 2022. The business is at a trough right now, and we have been investing heavily for digital. We have completely integrated AI into our service offering, which is giving us a competitive advantage, and we are growing share because of that. We are also investing heavily in sales, marketing, and technology, over and above the AI investments we have made.

This EBITDA in this business, which is 3.9 on a trailing basis, if you look at it before those investments, the EBITDA would be twice as high. It would be more like $8 million. But we think those investments were absolutely necessary in order to hit $25 million by the end of the decade. With that, we have some more slides in our appendix. We can refer to those in the Q&A period if anybody has any questions on those. With that, Michael, why don't we turn it over to Q&A?

Yep. So that is a good question. We think similar to the internet showing up, AI is going to be a game changer. As a service provider to the Fortune 500, people, HR executives, and the C-suite are asking themselves, "How is AI going to change our business?" And they are asking it in every single area. And if you take the talent area, they are asking the question, "How is AI going to change our management of our current talent? How is it going to change our acquisition of additional talent? And how do we even get started with that?" And that is where our expertise comes in. We have experts on all of the tools that are out there, and in many cases, what we will do is we have a suite of products that we white label.

And so if a company is ready to start using AI into their talent acquisition, for example, we can do demos, we can show them how to do that. And so it really makes us a sticky partner, and we think companies that have built this capability will gain share, and companies that are doing things the old-fashioned way are going to lose share. And we are bound and determined to be an AI winner. And so, we know change is coming. We are experts on it. We have built the expertise in-house, and it just makes us even more of a trusted partner to the Fortune 500.

Well, if we look at history, we have tended to do acquisitions at 3-5x EBITDA. That is one thing we look at. We focus on normalized or mid-cycle EBITDA. We do not want to buy something at the peak, and we certainly do not want to pay a high multiple for something at the peak. For all three of our businesses, we think we have been able to do acquisitions in the 3-5x. If we are able to use our preferred stock, one way to think about our acquisition strategy is that our preferred stock trades at a 10% dividend yield, so it trades at 10x cash flow, if you will. We have announced that we have a signed merger agreement with Harte Hanks, which is another public company. If we just look at that as an example, we believe we can eliminate $10 million of costs.

If you look at their trailing EBITDA and add $10 million to that figure, and then look at what we are paying, it is less than 3x EBITDA. It is half with our preferred stock, which trades at 10x cash flow. The other half is coming from our cash on hand and from their unused line of credit, which has an interest rate just a little north of 6%. It is an attractive multiple, and it is an attractive structure for us, and we are not issuing any common stock to add a lot of revenue and a lot of EBITDA.