UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 001-41775 (Exact name of registrant as specified in its charter) Delaware 86-0585310 (State or othe ...

Economic Sentiment - 51% of voters believe the economy is strong, an increase of 5 points since April 2025 [1] - 42% of voters feel the country is on the right track, up 3 points from April 2025 [6] - 34% of voters report their personal financial situation is improving, while 39% say it is worsening, marking the lowest percentage since October 2021 [6] Approval Ratings - President Trump's approval rating stands at 47%, with 87% of Republican voters approving [2] - The Republican Party's approval rating is at 52%, the highest since March 2023, while the Democratic Party's approval is at 42% [6] Policy Support - Majority support for Trump's immigration policies and government efficiency, with 84% favoring lower prescription drug prices for Medicare recipients [5][6] - 70% of voters support raising the top income tax rate, while 63% favor actions to close the Southern border [6][11] Tariff and Trade Opinions - Voters are split on Trump's tariff policies, with 57% believing they are harming the economy [11] - 60% of voters think the U.S. has been taken advantage of in trade [11] International Relations - 59% of voters support Trump's relations with Saudi Arabia, while 62% express ethical concerns regarding Trump's acceptance of a luxury Boeing 747 from Qatar [11] - 62% of voters believe the Trump administration should continue providing weaponry to Ukraine and impose sanctions on Russia [18]

PART I [FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201%3A%20FINANCIAL%20STATEMENTS) Capstone Holding Corp. reported a **net loss of $1.7 million** on **net sales of $7.9 million** for Q1 2025, improving **equity to $27.0 million** post-public offering despite liquidity challenges and covenant non-compliance [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) **Total assets increased to $52.2 million** by March 31, 2025, while **total equity transformed from a $3.1 million deficit to a positive $27.0 million** due to restructuring and a public offering Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $16,707 | $12,800 | | **Total Assets** | $52,208 | $47,221 | | **Total Current Liabilities** | $14,657 | $12,550 | | **Total Liabilities** | $25,236 | $20,661 | | **Total Equity** | $26,972 | $(3,058) | - TotalStone, LLC's **Class B and Special Preferred Units**, valued at **$28.5 million** and **$1.1 million** respectively at the end of 2024, were eliminated from the balance sheet by March 31, 2025, following the company's **restructuring**[10](index=10&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For Q1 2025, **net sales decreased 15.6% to $7.9 million**, **gross profit fell 24.1% to $1.3 million**, and **net loss attributable to stockholders widened to $2.4 million** Consolidated Statements of Operations (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net sales | $7,899 | $9,359 | | Gross Profit | $1,325 | $1,745 | | Loss from operations | $(1,428) | $(717) | | Net Loss | $(1,728) | $(1,113) | | Net loss attributable to Capstone Holding Corp. stockholders | $(2,433) | $(2,034) | | Net loss per share – basic and diluted | $(0.47) | $(12.91) | | Weighted average number of common shares outstanding | 5,190,251 | 157,610 | [Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) **Stockholders' equity dramatically increased from a $3.1 million deficit to a positive $27.0 million** in Q1 2025, driven by **Class B Preferred Units conversion** and **$3.3 million net proceeds from a public offering** - The company executed a **public offering of 1,250,000 common shares**, raising **$3.25 million**[14](index=14&type=chunk) - TotalStone's **Class B and Special Preferred Units were converted into common stock and debt**, respectively, as part of the **restructuring**[14](index=14&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 saw **$2.3 million net cash used in operating activities**, offset by **$4.0 million from financing activities**, resulting in a **$1.7 million net cash increase** and a **quarter-end cash balance of $1.7 million** Summary of Cash Flows (in thousands) | Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Cash flows used in operating activities | $(2,286) | $(1,242) | | Cash flows used in investing activities | $0 | $(100) | | Cash flows provided by financing activities | $4,019 | $1,321 | | **Net Change in Cash** | **$1,733** | **$(21)** | | **Cash at End of Period** | **$1,744** | **$30** | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail a March 2025 IPO and restructuring, which **raised $3.3 million** and converted preferred units, while highlighting **liquidity uncertainties** due to operating losses, **non-compliance with a financial covenant**, and a subsequent **$20 million equity line of credit** - On March 7, 2025, the company closed a **public offering of 1,250,000 shares at $4.00 per share**, generating **net proceeds of approximately $3.25 million**[19](index=19&type=chunk) - As of March 31, 2025, the company was **not in compliance with a financial covenant on its ABL Facility**. The facility's **maturity was extended to June 2025**, with negotiations for a longer-term extension underway[43](index=43&type=chunk) - On May 14, 2025, the company entered into a **common stock purchase agreement (Equity Line)** allowing it to sell **up to $20 million of its common stock** to an **accredited investor**[61](index=61&type=chunk)[45](index=45&type=chunk) [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=17&type=section&id=ITEM%202%3A%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATION) Management attributes the **16% year-over-year decline in Q1 2025 sales** to challenging economic conditions, with **gross profit margin contracting from 18.6% to 16.8%** and **SG&A expenses rising 12%**, while **liquidity is constrained by non-compliance with revolving credit facility covenants** despite improved working capital and a new equity line of credit [Overview](index=17&type=section&id=Overview) Capstone Holding Corp. operates a **building products distribution network across 31 U.S. states**, serving **over 400 active dealers**, with a strategy focused on **organic growth and accretive acquisitions** and owning **five of the eight brands it distributes** - The company operates a **building products distribution network servicing 31 US states**, with **over 400 active customers**, primarily masonry and building materials dealers[64](index=64&type=chunk) - The company's strategy includes both **organic growth and integrating well-timed acquisitions**[69](index=69&type=chunk) - A **key strategic differentiator** is that the company **owns or controls five of the eight brands it sells**, including Aura™, Pangea Stone®, and Beon Stone®[67](index=67&type=chunk) [Results of Operations](index=19&type=section&id=Results%20of%20Operations) Comparing Q1 2025 to Q1 2024, **net sales decreased by 16% to $7.9 million**, **gross profit fell 24% to $1.3 million**, **loss from operations nearly doubled to $1.4 million**, and **net loss increased by 55% to $1.7 million**, primarily due to lower veneer product volumes Results of Operations Comparison (in thousands) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $7,899 | $9,359 | $(1,460) | (16)% | | Gross profit | $1,325 | $1,745 | $(420) | (24)% | | Loss from operations | $(1,428) | $(717) | $(711) | (99)% | | Net loss | $(1,728) | $(1,113) | $(615) | (55)% | - The **decrease in sales** was attributed to challenging **economic conditions** (trade policies, interest rates, inflation) and colder winter temperatures compared to the prior year[78](index=78&type=chunk) - **Gross profit margin decreased from 18.6% to 16.8%** primarily due to **lower volumes and higher fixed freight costs**[81](index=81&type=chunk) - **Selling, general and administrative expenses increased by $291,000 (12%)**, mainly from a **$172,000 increase in investor relations** and **$111,000 in audit and legal fees**[82](index=82&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) **Working capital improved to $2.1 million** as of March 31, 2025, but **liquidity remains dependent on its ABL Facility**, with **non-compliance with the Revolver's financial covenants** leading to a short-term extension and ongoing negotiations - **Working capital increased by $1.9 million to $2.1 million** as of March 31, 2025[87](index=87&type=chunk) - The company was **not in compliance with its Revolver's financial covenant** as of March 31, 2025. An amendment **extended the maturity date to June 2025**, and a longer-term extension is being negotiated[89](index=89&type=chunk) - The company's **liquidity is highly dependent on its ability to borrow on its Revolver**[90](index=90&type=chunk) [QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK](index=23&type=section&id=ITEM%203%3A%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) This section is **not applicable** for the reporting period - The company has indicated that **quantitative and qualitative disclosures about market risk are not applicable**[100](index=100&type=chunk) [CONTROLS AND PROCEDURES](index=23&type=section&id=ITEM%204%3A%20CONTROLS%20AND%20PROCEDURES) Management concluded that as of March 31, 2025, the company's **disclosure controls and procedures were not effective** due to **material weaknesses in internal control over financial reporting**, specifically a **lack of segregation of duties** and **limited review controls** stemming from **accounting resource constraints** - Management concluded that **disclosure controls and procedures were not effective** as of March 31, 2025[101](index=101&type=chunk) - **Material weaknesses were identified** due to **limited accounting resource constraints**, resulting in a **lack of segregation of duties** and **limited internal control structure review**[102](index=102&type=chunk) - To help remedy the **material weakness**, the company hired a **controller** subsequent to March 31, 2025[103](index=103&type=chunk) PART II [LEGAL PROCEEDINGS](index=24&type=section&id=ITEM%201%3A%20LEGAL%20PROCEEDINGS) The company is **not currently aware of any legal proceedings that would have a material adverse effect** on its business, financial condition, or results of operations - The company reports that it is **not currently aware of any material legal proceedings**[105](index=105&type=chunk) [RISK FACTORS](index=24&type=section&id=ITEM%201A%3ARISK%20FACTORS) There have been **no material changes to the risk factors** previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - **No material changes to the risk factors** disclosed in the **Form 10-K** have occurred[106](index=106&type=chunk) [UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=24&type=section&id=ITEM%202%3A%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported **no unregistered sales of its equity securities** during the three months ended March 31, 2025 - There were **no unregistered sales of equity securities** during the quarter[107](index=107&type=chunk) [DEFAULTS UPON SENIOR SECURITIES](index=24&type=section&id=ITEM%203%3A%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) **None reported** - **None reported**[108](index=108&type=chunk) [OTHER INFORMATION](index=24&type=section&id=ITEM%205%3A%20OTHER%20INFORMATION) On May 14, 2025, the company entered into an **Equity Line Financing agreement** allowing it to sell **up to $20 million of its common stock** to an accredited investor, subject to an **issuance cap of 19.99% of outstanding shares (1,038,050 shares)** without shareholder approval - On May 14, 2025, the company entered into a **common stock purchase agreement (Equity Line Financing)** with an **accredited investor**[111](index=111&type=chunk) - The company has the right to sell **up to $20 million in common stock**, subject to an **issuance cap of 1,038,050 shares (19.99% of outstanding stock)** without shareholder approval[111](index=111&type=chunk)[113](index=113&type=chunk) - As consideration, the company will issue **$400,000 worth of 'Commitment Shares'** to the investor[115](index=115&type=chunk) [EXHIBITS](index=26&type=section&id=ITEM%206%3A%20EXHIBITS) The report includes several exhibits, most notably the forms for the **Common Stock Purchase Agreement** and the **Registration Rights Agreement** related to the Equity Line Financing, as well as **Sarbanes-Oxley certifications from the CEO and CFO** - **Key exhibits filed** include the **Form of Common Stock Purchase Agreement (10.1)** and **Form of Registration Rights Agreement (10.2)**[121](index=121&type=chunk) - **Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906** are also included as exhibits[121](index=121&type=chunk)

Core Viewpoint - CapsoVision is planning an IPO to raise up to $30 million to enhance its position in the non-invasive gastrointestinal diagnostics market, particularly for its CapsoCam Plus product [1]. Company Overview - CapsoVision, founded in 2006 and headquartered in Saratoga, California, focuses on non-invasive gastrointestinal diagnostic technologies and has entered multiple markets including North America, Europe, and Asia-Pacific [14]. Product Introduction - The core product, CapsoCam Plus, is a swallowable capsule endoscope designed for small intestine examinations, providing non-invasive and high-quality imaging [2]. - The product received FDA 510(k) certification in 2016 and expanded its indications to include pediatric patients aged 2 and above in 2025 [2]. Product Features - CapsoCam Plus features 360° panoramic imaging with four side cameras, significantly improving visual coverage compared to traditional forward-facing lenses [3]. - It offers wireless data storage, eliminating the need for external receiving devices, and allows for natural expulsion through bowel movements [3]. - The high-resolution images support the identification of common small intestine lesions such as ulcers and bleeding [3]. - The examination process does not require anesthesia or hospitalization, making it suitable for patients who are reluctant to undergo traditional endoscopy, especially children and the elderly [3]. Market Demand - The incidence of gastrointestinal diseases is rising globally, with approximately 20 million new cancer cases reported in 2023, including colorectal and gastric cancers [8]. - The global capsule endoscopy market was valued at approximately $537 million in 2023 and is projected to grow to between $1.02 billion and $1.6 billion by 2030, with a CAGR of 8.4%-9.6% [8]. - The Asia-Pacific region, particularly China, is the fastest-growing market, expected to achieve over 15% CAGR by 2030, with a market size potentially exceeding 3 billion RMB [8]. Competitive Landscape - The capsule endoscopy market is highly concentrated, with Medtronic leading globally, while local companies like AnHuan and Jinshan are rapidly emerging in the Chinese market [9][11]. - CapsoVision's CapsoCam Plus competes with products from Medtronic, IntroMedic, and Olympus, each offering unique features such as AI integration and remote access capabilities [9][11]. Software and Technology - The CapsoView software, launched in 2023, supports cloud-based access and data sharing, enhancing image analysis efficiency [7][10]. - The company is exploring the integration of artificial intelligence to improve diagnostic accuracy and efficiency [7][10].

[Disclaimer and Forward-Looking Statements](index=2&type=section&id=Disclaimer%20and%20Forward-Looking%20Statements) This section outlines the inherent risks and uncertainties associated with forward-looking statements, emphasizing that the information provided is for background purposes only and not investment advice [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This presentation contains forward-looking statements based on management's current estimates and assumptions in a dynamic economic environment, subject to substantial risks and uncertainties where actual results may differ materially - The presentation includes forward-looking statements regarding operations, business strategy, and financial performance, which are based on current expectations and subject to **significant risks and uncertainties**[7](index=7&type=chunk)[8](index=8&type=chunk) - The content is for general informational purposes, is not intended to be complete, and should be read in conjunction with Capstone's SEC filings, and is **not a recommendation for investment**[9](index=9&type=chunk) - Financial forecasts and illustrations are based on hypothetical assumptions and are **not reliable indicators of future performance**; investors should conduct their own analysis and **not rely on this presentation as a sole basis for investment decisions**[10](index=10&type=chunk)[11](index=11&type=chunk)[13](index=13&type=chunk) [Capstone Goals for 2025](index=6&type=section&id=Capstone%20Goals%20for%202025) Capstone targets achieving $100 million in revenue and $10 million in Adjusted EBITDA by end of 2025, driven by a strategic acquisition approach focusing on geographic expansion and synergistic investments [Key Milestones 2025](index=7&type=section&id=Key%20Milestones%202025) Capstone aims to achieve a run-rate of $100 million in revenue and $10 million in Adjusted EBITDA for its operating subsidiaries by the end of 2025, with growth accelerated by a series of acquisitions leveraging favorable market conditions 2025 Financial Targets | Metric | Target | | :--- | :--- | | Run-Rate Revenue | $100 million | | Adjusted Operating Income / EBITDA | $10 million | - The company plans to announce a series of acquisitions to meet its growth objectives[19](index=19&type=chunk) - The current M&A environment is considered favorable, with target acquisition multiples of **4-6x EBITDA** and structures where **20% - 45% of the consideration is non-cash**[19](index=19&type=chunk) [Acquisition Strategy](index=8&type=section&id=Acquisition%20Strategy) The company employs a three-pronged acquisition strategy focused on geographic expansion, synergistic business investments, and acquiring platform companies with strong fundamentals in the building products sector - The acquisition strategy includes: - **Tuck-In Acquisitions:** To expand Instone's geographic presence beyond the Northeast and Midwest into the South, Southeast, and Mountain States - **Sister Companies:** To invest in businesses with strong product or channel synergies - **Platform Acquisitions:** To acquire companies with strong fundamentals and growth potential in the broader building products and services sector[20](index=20&type=chunk) [Performance of Instone in 2024](index=9&type=section&id=Performance%20of%20Instone%20in%202024) Instone's 2024 performance was impacted by interest rate fluctuations and seasonality, yet showed Q4 revenue growth and improved profitability after adjusting for non-recurring costs [Instone Trends: 2024](index=10&type=section&id=Instone%20Trends%3A%202024) The 2024 operating environment was significantly affected by rapid interest rate increases, which suppressed existing home sales; however, the market tone improved by mid-year, leading to Q4 revenue growth of over 8% supported by new products - Short-term interest rates rose from **near 0.0% to over 5.0%** between March 2022 and August 2023, impacting the housing market[24](index=24&type=chunk) - Market conditions improved in the latter half of the year, with **Q4 revenue growing by over 8%** relative to the previous year[24](index=24&type=chunk) - The rollout of new products, specifically the Toro and Pangea combination, is gaining traction with dealers and is expected to drive future growth[23](index=23&type=chunk) [Analysis of 2024 Profitability](index=11&type=section&id=Analysis%20of%202024%20Profitability) Instone reported a GAAP net loss of $1.7 million in 2024, but after adjusting for non-recurring costs and normalizing gross profit margins to 23.5%, pro-forma Adjusted EBITDA would have been $2.5 million, reflecting normalized freight costs and sustainable SG&A reductions Illustration of 2024 Adjusted Earnings (in USD $000s) | Metric | Instone (GAAP) | Instone Adjusted (Non-GAAP) | | :--- | :--- | :--- | | Revenue | 44,876 | 44,876 | | Gross Profit | 9,569 | 10,546 | | Gross Profit % | 21.3% | 23.5% | | Operating Income / Adjusted EBITDA | 1,073 | 2,525 | | EBITDA % | 2.4% | 5.6% | | Net Income | (854) | 598 | - Gross profit margin was negatively impacted by high-cost inventory from the Covid era due to increased freight costs, which have since normalized[30](index=30&type=chunk) - Overhead costs were reduced throughout 2023 and 2024, resulting in a **sustainable SG&A run rate of about $8 million**[29](index=29&type=chunk)[30](index=30&type=chunk) [Instone: Seasonality Explained](index=13&type=section&id=Instone%3A%20Seasonality%20Explained) Instone's revenue is subject to seasonal variations, primarily driven by weather, where cold winters typically result in lower first-quarter revenue compensated in subsequent months, while warmer winters can lead to a stronger Q1 - Seasonal temperatures directly impact the timing of Instone's revenue throughout the year[32](index=32&type=chunk) - Historically (2016-2019 average), **Q1 represents the lowest revenue quarter (17%)**, while **Q2 and Q3 are the strongest (33% and 31% respectively)**[33](index=33&type=chunk) - Cold winters tend to shift revenue from Q1 to later quarters, while warmer winters can result in a stronger Q1[34](index=34&type=chunk) [Earnings Plan for 2025](index=14&type=section&id=Earnings%20Plan%20for%202025) The 2025 earnings plan for Instone projects revenue and Adjusted EBITDA targets, considering both macroeconomic and company-specific factors, while distinguishing core operational costs from corporate overhead [2025 - Instone Earnings Power](index=15&type=section&id=2025%20-%20Instone%20Earnings%20Power) For 2025, Instone projects revenue between $47.5 million and $49.0 million, with a plan focused on organic growth, maintaining a 23.5% gross margin, and controlling costs, expected to generate Adjusted EBITDA between $3.1 million and $3.5 million 2025 Instone Earnings Forecast (in USD $000s) | Metric | Low Case | Upside Case | | :--- | :--- | :--- | | Revenue | 47,500 | 49,000 | | Gross Profit | 11,163 | 11,515 | | Gross Profit % | 23.5% | 23.5% | | Operating Income / Adjusted EBITDA | 3,142 | 3,494 | | Adjusted EBITDA % | 6.6% | 6.8% | | Adjusted Instone Net Income | 1,602 | 1,954 | [Factors Affecting Performance](index=16&type=section&id=Factors%20Affecting%20Performance) Instone's performance is influenced by a combination of external macroeconomic factors and internal company-specific initiatives, including weather, housing market conditions, interest rates, product launches, geographic expansion, and operational efficiency - **General Factors:** - Weather variability - Housing shortage relative to household formation - Interest rates - Personal income and unemployment[38](index=38&type=chunk)[41](index=41&type=chunk) - **Company Factors:** - Product launches - Territory expansion to Southeast and Mountain states - Market share gains - Operational excellence[39](index=39&type=chunk)[41](index=41&type=chunk) [Capstone Corporate Costs](index=17&type=section&id=Capstone%20Corporate%20Costs) Capstone's corporate overhead comprises both fixed and variable costs, which are considered non-essential to Instone's core operations and are excluded for valuation purposes - Corporate costs are separated into relatively fixed (CEO/CFO salaries, legal, insurance) and variable (Investor Relations, marketing) categories[42](index=42&type=chunk)[43](index=43&type=chunk) - When valuing Capstone's core asset, Instone, corporate overhead and management fees are excluded as they are **not essential to Instone's operations**[44](index=44&type=chunk) [Key Principals Of Capstone](index=18&type=section&id=Key%20Principals%20Of%20Capstone) Capstone operates under core corporate principles of transparency, accountability, and adaptability to foster trust and drive performance in a dynamic business environment [Corporate Principles](index=18&type=section&id=Corporate%20Principles) Capstone is guided by three core principles: Transparency, to build trust with stakeholders; Accountability, to drive performance and ownership; and Adaptability, reflecting the need to update plans quarterly in a dynamic environment - The company's key principles are: - **Transparency:** Providing a clear view into performance to build trust - **Accountability:** Enabling performance management and a sense of ownership - **Adaptability:** Committing to update guidance quarterly as the year progresses[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) [Appendix](index=19&type=section&id=Appendix) The appendix provides detailed reconciliations of GAAP to non-GAAP financial measures and defines key non-GAAP metrics used for performance evaluation [Reconciliation of Non-GAAP Results](index=20&type=section&id=Reconciliation%20of%20Non-GAAP%20Results) This section provides detailed tables reconciling GAAP financial figures to the non-GAAP measures used in the presentation, including full-year 2024 and 2025 budget reconciliations 2024 Reconciliation Summary (in USD $000s) | Metric | FY 2024 | | :--- | :--- | | Capstone Consolidated Net Income (loss) | (2,562) | | Instone Net Income (loss) | (1,683) | | Adjusted Instone Net Income (loss) | (854) | | Adjusted Instone EBITDA (loss) | 1,073 | | Adjusted Instone EBITDA @ 23.5% Gross Profit | 2,525 | 2025 Budget Reconciliation Summary (in USD $000s) | Metric | Low Case | Upside Case | | :--- | :--- | :--- | | Instone 2025 Net Income Budget (GAAP) | 776 | 1,128 | | Instone Adjusted Net Income | 1,602 | 1,954 | [Financial Measures - Non-GAAP Definitions](index=22&type=section&id=Financial%20Measures%20-%20Non-GAAP) Capstone explains the use of non-GAAP measures like Adjusted Instone EBITDA as supplemental tools for performance evaluation, defining "Adjusted Instone EBITDA" and "Adjusted Instone EBITDA @ 23.5% Gross Profit" for current run-rate assessment - Non-GAAP measures like Adjusted EBITDA are used to facilitate **period-to-period comparison of operating performance**[54](index=54&type=chunk)[56](index=56&type=chunk) - “Adjusted Instone EBITDA” is defined as earnings (loss) before interest, taxes, depreciation & amortization, management fees (to Capstone and Brookstone), Instone board fees, share-based compensation, and transaction costs[56](index=56&type=chunk) - “Adjusted EBITDA @ 23.5% Gross Profit (Loss)” is a measure used to assess Instone's adjusted EBITDA on a **current run-rate basis**, reflecting estimated future gross profit and recent SG&A costs[57](index=57&type=chunk)

Part I [Business](index=5&type=section&id=Item%201.%20Business) Capstone Holding Corp. distributes building products via Instone, focusing on strategic acquisitions and an integrated supply chain - Capstone Holding Corp. is a building products distribution network, with its primary operations conducted through its subsidiary, Instone, the **largest wholesale distributor** in the thin veneer masonry products industry[17](index=17&type=chunk) - The company's long-term growth strategy is centered on **strategic acquisitions** within the building products sector, aiming to capitalize on market dynamics and achieve scale[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - The operating model features an integrated supply chain and a strategic distribution network with four centers serving **31 states**, which contain over **60% of American households**[34](index=34&type=chunk)[35](index=35&type=chunk) - The product portfolio includes over **1,980 SKUs** across thin veneer stone (manufactured and natural), landscape products, and modular masonry fireplaces[50](index=50&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) - Following a restructuring on **March 7, 2025**, which was contingent on a public offering, Capstone Holding Corp. now owns **100%** of the equity interests of its operating subsidiary, TotalStone, LLC[72](index=72&type=chunk)[73](index=73&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from the cyclical construction industry, supply chain issues, reliance on key parties, and material weaknesses in internal controls - The business is highly sensitive to macroeconomic conditions, with recessions, high interest rates, and lower construction starts posing **material risks** to operations and financial results[92](index=92&type=chunk)[93](index=93&type=chunk) - The company relies on third-party suppliers, some international, and faces risks of supply chain interruptions, price volatility, and potential loss of key suppliers like Westlake and Pangaea Stone, which could disrupt operations[116](index=116&type=chunk)[119](index=119&type=chunk) - Affiliates of Brookstone Partners (BPA XIV, LLC, Nectarine Management LLC, and BP Peptides LLC) collectively own over **50%** of the company's voting stock, giving them significant control over shareholder matters[133](index=133&type=chunk) - The company has identified a **material weakness** in its internal control over financial reporting due to accounting resource constraints, resulting in a lack of segregation of duties and a lack of internal controls structure review[141](index=141&type=chunk) - The company's liquidity is largely dependent on its ability to borrow funds under its ABL Facility (Revolver). Failure to meet financial covenants could risk access to this funding[145](index=145&type=chunk) [Unresolved Staff Comments](index=31&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments from the SEC - Not applicable[165](index=165&type=chunk) [Cybersecurity](index=31&type=section&id=Item%201C.%20Cybersecurity) The company manages cybersecurity risks through third-party assessments and board oversight, reporting no material impacts for fiscal year 2024 - The company employs third-party information technology providers to conduct periodic risk assessments to identify and manage potential cybersecurity threats[166](index=166&type=chunk)[167](index=167&type=chunk) - The board of directors, primarily through the Audit Committee, is responsible for monitoring and assessing strategic risk exposure from cybersecurity, receiving updates from executive management at least **annually**[169](index=169&type=chunk) - For the fiscal year ended **December 31, 2024**, the company believes there were no cybersecurity threats that materially impaired its operations or financial conditions[168](index=168&type=chunk) [Properties](index=31&type=section&id=Item%202.%20Properties) The company primarily leases its distribution and office facilities, including a key sale-leaseback property in Navarre, OH, extending through 2047 - The company leases its primary distribution and office facilities in Millstone, NJ; Alsip, IL; and Plainville, MA[170](index=170&type=chunk)[171](index=171&type=chunk) - In **December 2022**, the company sold its Navarre, OH property for **$3.2 million** and entered into a long-term leaseback agreement for the same property through **December 2047**[173](index=173&type=chunk) [Legal Proceedings](index=31&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently aware of any material legal proceedings - The company is not currently aware of any material legal proceedings[174](index=174&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[175](index=175&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=32&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "CAPS"; it has not paid dividends and recently raised **$3.48 million** in a public offering for growth and debt - The company's common stock is listed on the Nasdaq Capital Market under the symbol **"CAPS"**[177](index=177&type=chunk) - The company has not declared or paid any cash dividends and does not anticipate paying them in the foreseeable future[180](index=180&type=chunk) - On **March 7, 2025**, the company closed a public offering of **1,250,000 shares** at **$4.00 per share**, generating net proceeds of approximately **$3.48 million**[182](index=182&type=chunk) - The proceeds from the offering are planned for general corporate purposes, including organic growth, acquisitions, and repayment of debt[183](index=183&type=chunk)[184](index=184&type=chunk) [Reserved](index=32&type=section&id=Item%206.%20Reserved) This section is reserved and contains no information - This item is reserved[186](index=186&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2024, net sales decreased by **7%**, but gross profit margin improved, and net loss narrowed, with liquidity primarily from operations and an ABL facility Consolidated Results of Operations (in thousands) | | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $ 44,876 | $ 48,354 | $ (3,478) | (7)% | | **Gross profit** | $ 9,570 | $ 9,611 | $ (41) | (1)% | | **Loss from operations** | $ (638) | $ (1,256) | $ 618 | 49% | | **Net loss** | $ (2,563) | $ (3,819) | $ 1,256 | 33% | - Sales decreased by **$3.5 million (7%)** in 2024 compared to 2023, driven by a decrease in market volume for both owned and non-owned brands[204](index=204&type=chunk)[205](index=205&type=chunk) - Gross profit margin increased to **21.3%** in 2024 from **19.9%** in 2023, as higher freight costs from prior supply chain disruptions were worked through inventory in 2023[208](index=208&type=chunk) - The company's liquidity is primarily funded through cash from operations and an ABL Facility ("Revolver"). The company believes it will have sufficient cash to meet requirements for at least **one year**[215](index=215&type=chunk) Summary of Cash Flows (in thousands) | | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $ 3,821 | $ 1,650 | | Net cash used in investing activities | $ (120) | $ (208) | | Net cash provided by (used in) financing activities | $ (3,742) | $ (1,413) | [Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the company - Not applicable[244](index=244&type=chunk) [Financial Statements and Supplementary Data](index=43&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the consolidated financial statements and the auditor's unqualified opinion, noting a critical audit matter regarding inventory reserve estimation - This item directs the reader to the Index to Financial Statements and Financial Statement Schedules starting on page **F-1** of the annual report[245](index=245&type=chunk) - The independent auditor, GBQ Partners LLC, issued an **unqualified opinion** on the consolidated financial statements for the years ended **December 31, 2024** and 2023[323](index=323&type=chunk) - A critical audit matter was identified concerning the reserve for slow-moving, excess, and obsolete inventory, which was approximately **$576,000** as of **December 31, 2024**. This was due to the subjective nature of management's estimates regarding future demand[328](index=328&type=chunk)[329](index=329&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=43&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This section is not applicable to the company - Not applicable[246](index=246&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of **December 31, 2024**, due to material weaknesses in internal control over financial reporting - The company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were **not effective** as of **December 31, 2024**[247](index=247&type=chunk) - The ineffectiveness was due to **material weaknesses** in the company's internal control over financial reporting[247](index=247&type=chunk) - No management report on internal control over financial reporting is included, as permitted for newly public companies[248](index=248&type=chunk) [Other Information](index=43&type=section&id=Item%209B.%20Other%20Information) This section is not applicable to the company - Not applicable[250](index=250&type=chunk) [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](index=43&type=section&id=Item%209C.%20Disclosures%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This section is not applicable to the company - Not applicable[251](index=251&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=44&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) This section outlines the company's executive officers, board composition, committee structure, director independence, and the adopted Code of Business Conduct and Ethics - The company's executive officers are Matthew E. Lipman (CEO), Michael Toporek (Chairman), and Edward Schultz (CFO)[253](index=253&type=chunk) - The Board of Directors has determined that Charles Dana, Fredric J. Feldman, Ph.D., Elwood D. Howse, Jr., and John M. Holliman, III are **independent directors** under Nasdaq rules[266](index=266&type=chunk) - The company has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, with specified members and chairs[267](index=267&type=chunk)[269](index=269&type=chunk)[271](index=271&type=chunk) - A Code of Business Conduct and Ethics applicable to all officers, directors, and employees has been adopted[272](index=272&type=chunk) [Executive Compensation](index=48&type=section&id=Item%2011.%20Executive%20Compensation) This section details Named Executive Officer compensation for 2023-2024, noting no new equity awards, a new CEO employment agreement, and a director compensation plan post-offering Summary Compensation Table (2024 & 2023) | Name and Principal Position | Year | Salary | Other Annual Compensation | Total Compensation | | :--- | :--- | :--- | :--- | :--- | | Matthew Lipman, CEO | 2024 | $0 | $48,000 | $48,000 | | | 2023 | $0 | $48,000 | $48,000 | | Michael Toporek, Chairman | 2024 | $0 | $48,000 | $48,000 | | | 2023 | $0 | $48,000 | $48,000 | | Edward Schultz, CFO | 2024 | $216,161 | $0 | $216,161 | | | 2023 | $192,210 | $0 | $192,210 | - No new equity awards were granted to Named Executive Officers in **2024**, and there were no outstanding unexercised options at fiscal year-end[278](index=278&type=chunk)[279](index=279&type=chunk) - Effective **March 7, 2025**, CEO Matthew Lipman entered into an executive employment agreement with a base salary of **$250,000** and a potential performance bonus[288](index=288&type=chunk) - Following its Public Offering, the company adopted a director compensation plan with an annual cash retainer of **$20,000** for directors[290](index=290&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=51&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of **March 31, 2025**, **5,190,251** common shares were outstanding, with executive officers and directors collectively owning **71.84%**, indicating strong insider control - As of **March 31, 2025**, there were **5,190,251 shares** of common stock outstanding[291](index=291&type=chunk) Beneficial Ownership of Common Stock (as of March 31, 2025) | Name of Beneficial Owner | Shares | Percentage | | :--- | :--- | :--- | | **5% Shareholders:** | | | | BPA XIV, LLC | 2,528,662 | 48.66% | | **Named Executive Officers and Directors:** | | | | Matthew E. Lipman | 2,698,508 | 51.93% | | Gordon Strout | 863,628 | 16.62% | | All executive officers and directors as a group (8 persons) | 3,733,077 | 71.84% | [Certain Relationships and Related Transactions, and Director Independence](index=53&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The company discloses material related-party transactions, primarily with Brookstone Partners affiliates, including consulting agreements, a mezzanine loan, and a **$7.2 million** debt forgiveness - TotalStone, LLC is party to a consulting agreement with Brookstone Partners IAC (a related party) for services totaling **$400,000 per year**, plus potential performance and transaction fees[296](index=296&type=chunk) - In **November 2023**, the company unwound its investment in Diamond Products Holdings (DPH). This resulted in an **$8.0 million** write-off of the investment and a **$7.2 million** gain on debt extinguishment from Brookstone XXI, an affiliated entity[299](index=299&type=chunk)[302](index=302&type=chunk) - Stream Finance, LLC, which is managed by Brookstone Partners, is a creditor on TotalStone's mezzanine term loan, which had a balance of **$1.3 million** plus accrued interest as of year-end[297](index=297&type=chunk) - In **March 2025**, the company paid a **$200,000** advisory fee to Brookstone Partners related to the Public Offering[307](index=307&type=chunk) [Principal Accounting Fees and Services](index=54&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section details fees billed by GBQ Partners LLC, with total fees increasing from **$132,267** in 2023 to **$194,291** in 2024 due to higher audit and new audit-related fees Fees Billed by GBQ Partners LLC | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit Fees | $159,931 | $107,782 | | Audit-related fees | $11,050 | $0 | | Tax fees | $23,310 | $24,485 | | **Total** | **$194,291** | **$132,267** | Part IV [Exhibits and Financial Statement Schedules](index=56&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section references financial statements indexed on page **F-1** and lists all exhibits filed with the Form 10-K, including corporate governance and material contracts - Refers to the financial statements and the Report of Independent Registered Public Accounting Firm, which are listed in the "Index to Financial Statements and Schedules" on page **F-1**[314](index=314&type=chunk) - A comprehensive list of exhibits is provided, including the Restated Certificate of Incorporation, Bylaws, various credit and loan agreements, and management contracts[315](index=315&type=chunk)[316](index=316&type=chunk)[317](index=317&type=chunk) [Form 10-K Summary](index=58&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is not applicable to the company - Not Applicable[318](index=318&type=chunk)