Core Points - Star Equity Holdings, Inc. declared a partial cash dividend of $0.225 per share for its 10% Series A Cumulative Perpetual Preferred Stock, with a record date of August 21, 2025, and a payment date of September 10, 2025 [1] - A merger agreement has been established between Hudson Global, Inc. and Star Equity Holdings, where Star stockholders will receive 0.23 shares of Hudson common stock for each share of Star common stock and one share of Hudson 10.0% Series A Cumulative Perpetual Preferred Stock for each share of Star Preferred Stock [2] - The dividend will cover the period through August 21, 2025, with expectations for future dividends either from the company or from Hudson Preferred Stock post-merger [3] Company Overview - Star Equity Holdings, Inc. operates as a diversified holding company with three business divisions: Building Solutions, Energy Services, and Investments [4] Business Divisions - The Building Solutions division includes modular building manufacturing, structural wall panel and wood foundation manufacturing, and glue-laminated timber manufacturing [5] - The Energy Services division focuses on the rental, sale, and repair of downhole tools for various industries including oil and gas, geothermal, mining, and water-well [6] - The Investments division manages and finances the company's real estate assets and investment positions in both private and public companies [7]

Group 1: Dividend Announcement - Star Equity Holdings, Inc. declared a partial cash dividend of $0.225 per share for its 10% Series A Cumulative Perpetual Preferred Stock, with a record date of August 21, 2025, and a payment date of September 10, 2025 [1][3] Group 2: Merger Agreement - On May 21, 2025, Star Equity Holdings entered into a Merger Agreement with Hudson Global, Inc., where Merger Sub will merge with Star, making Star a wholly owned subsidiary of Hudson [2] - Star stockholders will receive 0.23 shares of Hudson common stock for each share of Star common stock and one share of Hudson 10.0% Series A Cumulative Perpetual Preferred Stock for each share of Star Preferred Stock [2] Group 3: Company Overview - Star Equity Holdings, Inc. is a diversified holding company with three business divisions: Building Solutions, Energy Services, and Investments [4] - The Building Solutions division includes modular building manufacturing, structural wall panel and wood foundation manufacturing, and glue-laminated timber manufacturing [5] - The Energy Services division focuses on the rental, sale, and repair of downhole tools for various industries including oil and gas, geothermal, mining, and water-well [6] - The Investments division manages and finances the company's real estate assets and investment positions in private and public companies [7]

Core Insights - Hudson Global, Inc. reported financial results for the second quarter ended June 30, 2025, highlighting a modest increase in adjusted net revenue driven by improved business activity, particularly in the Asia Pacific region [1][3] - The company made strategic hires and completed two acquisitions, enhancing its capabilities and marking its entry into the Japanese market [3][4] - A merger agreement with Star Equity Holdings is expected to create significant value for shareholders through increased size and diversification of revenue streams [4] Financial Performance - For Q2 2025, total revenue was $35.5 million, a decrease of 0.5% from Q2 2024, while adjusted net revenue was $18.6 million, an increase of 5.8% [7][40] - The net loss for Q2 2025 was $0.7 million, or $0.23 per diluted share, compared to a net loss of $0.4 million, or $0.15 per diluted share, in Q2 2024 [7][43] - Adjusted EBITDA for Q2 2025 was $1.3 million, up from $0.7 million in the same period last year [7][34] Regional Highlights - In the Americas, revenue was $7.1 million, a 2% increase, while adjusted net revenue decreased by 1% to $6.3 million [5] - Asia Pacific revenue was $21.6 million, a 3% decrease, but adjusted net revenue increased by 17% to $8.8 million [8] - EMEA revenue increased by 6% to $6.8 million, while adjusted net revenue decreased by 9% to $3.5 million [9] Corporate Strategy - The company invested approximately $1.4 million in sales, marketing, and technology in the first half of 2025 to support future growth [3] - The growth strategy focuses on organic expansion, targeted acquisitions, and cross-regional service integration [3] - The company has a $5 million share repurchase program, with $2.1 million remaining [12] Liquidity and Capital Resources - As of June 30, 2025, the company had $17.5 million in cash, including $0.7 million in restricted cash [11] - Cash flow from operations was $0.1 million in Q2 2025, a significant improvement from an outflow of $4.3 million in Q2 2024 [11] NOL Carryforward - As of December 31, 2024, Hudson Global had $240 million of usable net operating losses (NOL) in the U.S., which the company considers a valuable asset [13]

Core Viewpoint - Star Equity Holdings, Inc. will release its financial results for Q2 2025 on August 13, 2025, before market opens, followed by a conference call to discuss the results and management's outlook [1]. Company Overview - Star Equity Holdings, Inc. is a diversified holding company with three business divisions: Building Solutions, Energy Services, and Investments [3]. Building Solutions Division - The Building Solutions division includes three businesses: modular building manufacturing, structural wall panel and wood foundation manufacturing (including building supply distribution), and glue-laminated timber (glulam) column, beam, and truss manufacturing [4]. Energy Services Division - The Energy Services division focuses on the rental, sale, and repair of downhole tools used in various industries, including oil and gas, geothermal, mining, and water-well [5]. Investments Division - The Investments division manages and finances the company's real estate assets and investment positions in both private and public companies [6].

Summary of Hudson Global and STAR Equity Holdings Merger Announcement Conference Call Industry and Companies Involved - **Companies**: Hudson Global (HSON) and STAR Equity Holdings (STRR) - **Industry**: Mergers and Acquisitions, Staffing and Recruitment Services Core Points and Arguments 1. **Merger Announcement**: Hudson and STAR signed a definitive merger agreement, marking a significant milestone for both companies [4] 2. **Transaction Structure**: STAR will merge into a wholly owned subsidiary of Hudson, with STAR shareholders receiving 0.23 shares of HSON for each STAR share held [5] 3. **Ownership Post-Merger**: Upon completion, Hudson shareholders will own approximately 79% of the new company (NewCo), while STAR shareholders will own about 21% [5] 4. **Financial Projections**: The merger is expected to create a larger holding company with pro forma annualized revenue exceeding $200 million and anticipated annualized cost savings of at least $2 million within 12 months [6] 5. **Growth Goals**: NewCo aims to reach $40 million in adjusted EBITDA by February 2030, based solely on organic growth [7] 6. **Operational Segments**: NewCo will consist of four reporting segments: Building Solutions, Business Services, Energy Services, and Investments [7] 7. **Strategic Advantages**: The merger is expected to enhance stock trading liquidity, market capitalization, and provide better financing terms for acquisitions [6][9] 8. **Management Structure**: The management team from both companies will lead NewCo, maintaining a decentralized operating model and a value-oriented acquisition strategy [10] Additional Important Information 1. **Regulatory Approval**: The merger is pending regulatory and shareholder approvals, anticipated to close in the second half of 2025 [6] 2. **Cost Savings Details**: Identified cost savings will come from eliminating duplicative functions, such as audits and public company costs [14][15] 3. **NOL Utilization**: NewCo will benefit from Hudson's substantial net operating losses (NOL), which will be utilized to offset taxable income [17] 4. **Market Positioning**: The merger aims to break out of "microcap purgatory," enhancing the visibility and liquidity of both companies in the market [55] 5. **Shareholder Vote**: A majority vote from both companies' shareholders is required for the merger to proceed [22][28] 6. **Dividends**: STAR's preferred stock will continue to pay dividends post-merger, with no changes to the terms [60] 7. **Future Growth Strategy**: Both companies plan to pursue organic growth and bolt-on acquisitions to enhance their market positions [37][39] This summary encapsulates the key points discussed during the conference call regarding the merger between Hudson Global and STAR Equity Holdings, highlighting the strategic rationale, expected benefits, and operational plans for the newly formed entity.

Proposed Merger (Nasdaq: HSON) (Nasdaq: STRR, STRRP) PARTICIPANTS IN THE SOLICITATION Hudson, Star, and their respective directors and certain of their executive officers and employees may be considered participants in the solicitation of proxies from Hudson's stockholders with respect to the proposed merger transaction under the rules of the SEC. Information about the directors and executive officers of Hudson is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was fi ...

Merger Highlights - The proposed merger aims to create a larger multi-sector holding company, targeting inclusion in the Russell 2000 index[11] - The combined company, NewCo, projects $40 million in Adjusted EBITDA by 2030, a significant increase from the pro forma $6.4 million in 2024[11] - NewCo anticipates at least $2 million in annualized cost savings within 12 months, potentially generating approximately $0.57 in incremental pro-forma EPS[11] - NewCo expects to better utilize Hudson's Net Operating Losses (NOLs), with a potential value of $14.45 per pro-forma share[11] Strategic Rationale - The merger diversifies revenues for both Hudson and Star, creating pro-forma annualized revenues of $210 million, compared to $140.1 million and $53.4 million respectively in FY 2024[19] - The combined entity anticipates approximately $2 million in annualized savings from corporate overhead and public company costs[19] - Hudson has $240 million in usable US Federal NOLs, which NewCo can better utilize to shield more US taxable income[19] - The combined cash position of the companies was $23.3 million as of December 31, 2024, with Hudson holding $17.7 million and Star holding $5.6 million[19] Transaction Details - Hudson will acquire all outstanding common shares of Star, issuing 0.23 common shares of HSON for each common share of STRR[25] - Upon completion of the merger, Hudson shareholders will own approximately 79% stake in NewCo, and Star shareholders will own approximately 21%[25]

Core Viewpoint - The merger between Star Equity Holdings, Inc. and Hudson Global, Inc. aims to create a larger, more diversified holding company, enhancing shareholder value and accelerating growth opportunities for both companies [1][5]. Transaction Highlights - The merger will result in a new entity, "NewCo," with pro-forma annualized revenues of $210 million and a goal of achieving $40 million in Adjusted EBITDA by 2030 [6]. - The merger is expected to generate at least $2 million in annualized cost savings within 12 months, translating to approximately $0.57 in incremental pro-forma EPS [6]. - NewCo will benefit from Hudson's $240 million in U.S. Federal net operating losses (NOL), which are more likely to be utilized than if Hudson operated independently [6]. Transaction Details - The merger will be a stock-for-stock transaction, with Hudson acquiring all outstanding shares of Star, issuing 0.23 shares of HSON common stock for each share of STRR common stock [6]. - Upon completion, Hudson shareholders will own approximately 79% of NewCo, while Star shareholders will own about 21% of the estimated 3.49 million shares outstanding [6]. - The merger is anticipated to close in the second half of 2025, pending regulatory and shareholder approvals [6]. Management and Structure - NewCo will have four reporting segments: Building Solutions, Business Services, Energy Services, and Investments [7]. - The board of directors for NewCo will include three independent directors from each company, with Jeff Eberwein as CEO and Rick Coleman as COO [7]. Company Background - Hudson Global, Inc. is a global total talent solutions provider, while Star Equity Holdings, Inc. operates as a diversified holding company with divisions in Building Solutions, Energy Services, and Investments [15][16].

Core Viewpoint - Star Equity Holdings, Inc. has declared a cash dividend of $0.25 per share for its 10% Series A Cumulative Perpetual Preferred Stock, with a record date of June 1, 2025, and a payment date of June 10, 2025 [1] Company Overview - Star Equity Holdings, Inc. is a diversified holding company with three business divisions: Building Solutions, Energy Services, and Investments [2] Building Solutions Division - The Building Solutions division operates in three areas: 1. Modular building manufacturing 2. Structural wall panel and wood foundation manufacturing, including building supply distribution 3. Glue-laminated timber (glulam) column, beam, and truss manufacturing [3] Energy Services Division - The Energy Services division is involved in the rental, sale, and repair of downhole tools used across various industries, including oil and gas, geothermal, mining, and water-well [4] Investments Division - The Investments division manages and finances the company's real estate assets and investment positions in both private and public companies [5]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201%2E%20Financial%20Statements%20%28Unaudited%29) Unaudited condensed consolidated financial statements for Q1 2025, showing $12.9 million in total revenues and a $1.2 million net loss [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 total revenues increased to $12.9 million, gross profit nearly doubled to $3.1 million, and net loss narrowed to $1.7 million Q1 2025 vs Q1 2024 Statement of Operations (in thousands, except per share amounts) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Total Revenues** | **$12,924** | **$9,118** | | Building Solutions Revenue | $12,118 | $9,118 | | Energy Services Revenue | $806 | $— | | **Gross Profit** | **$3,136** | **$1,574** | | Income (loss) from operations | $(2,847) | $(2,962) | | **Net income (loss) attributable to common shareholders** | **$(1,655)** | **$(2,703)** | | Basic and diluted net loss per share attributable to common shareholders | $(0.52) | $(0.85) | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $94.8 million, liabilities to $35.1 million, and stockholders' equity to $59.8 million as of March 31, 2025 Balance Sheet Summary (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,887 | $4,003 | | Total current assets | $26,148 | $24,414 | | **Total assets** | **$94,840** | **$83,048** | | Total current liabilities | $18,469 | $12,470 | | **Total liabilities** | **$35,068** | **$28,712** | | **Total stockholders' equity** | **$59,772** | **$54,336** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 saw $0.6 million net cash from operations, $4.4 million used in investing for ADT acquisition, and $1.7 million from financing Cash Flow Summary (in thousands) | Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided (used) by operating activities | $563 | $(2,385) | | Net cash provided (used) by investing activities | $(4,374) | $(679) | | Net cash provided (used) by financing activities | $1,669 | $(605) | | **Net change in cash, cash equivalents, and restricted cash** | **$(2,142)** | **$(3,669)** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, the new Energy Services division from ADT acquisition, revenue recognition, and debt facilities - The company is a multi-industry diversified holding company with three divisions: Building Solutions, Investments, and the newly established Energy Services division following the acquisition of Alliance Drilling Tools, Inc (ADT) on March 3, 2025[23](index=23&type=chunk)[24](index=24&type=chunk) Disaggregation of Revenue (Q1 2025, in thousands) | Segment | Revenue | | :--- | :--- | | Building Solutions | $12,118 | | Energy Services | $806 | | **Total** | **$12,924** | Debt Summary (as of March 31, 2025, in thousands) | Debt Category | Amount | Weighted-Average Interest Rate | | :--- | :--- | :--- | | Total Short-term debt | $6,014 | 8.27% | | Long Term Debt, net of current portion | $7,457 | 7.82% | | **Total Debt** | **$13,471** | **7.58%** | - On March 3, 2025, the company acquired Alliance Drilling Tools (ADT) for a total consideration of approximately **$12.6 million**, consisting of cash, preferred shares, and liabilities, forming the new Energy Services segment[84](index=84&type=chunk)[85](index=85&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 performance, strategic direction, and financial condition, with revenue growing to $12.9 million and gross profit to $3.1 million [Overview and Strategy](index=30&type=section&id=Overview%20and%20Strategy) The company operates as a diversified holding company with three divisions, focusing on capital allocation, M&A, and organic growth strategies - The company is a diversified multi-industry holding company with three divisions: Building Solutions, Energy Services (created via the ADT acquisition), and Investments[112](index=112&type=chunk) - The company's strategy includes organic growth, introducing new services, and acquiring complementary businesses, aiming to be a 'value' buyer in M&A[117](index=117&type=chunk)[122](index=122&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Q1 2025 total revenues increased 41.7% to $12.9 million, gross profit rose 99.2% to $3.1 million, driven by Building Solutions and new Energy Services Q1 2025 vs Q1 2024 Results Summary (in thousands) | Metric | 2025 | 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $12,924 | $9,118 | $3,806 | 41.7% | | Gross profit | $3,136 | $1,574 | $1,562 | 99.2% | | Income (loss) from operations | $(2,847) | $(2,962) | $115 | 3.9% | | Net income (loss) | $(1,176) | $(2,224) | $1,048 | 47.1% | - Building Solutions revenue increased by **32.9%** to **$12.1 million** in Q1 2025, primarily from the inclusion of revenues from TT and improved results at KBS, partially offset by slower activity at EBGL[134](index=134&type=chunk) - The new Energy Services segment, from the ADT acquisition, generated **$806 thousand** in revenue and **$282 thousand** in gross profit in Q1 2025[135](index=135&type=chunk)[137](index=137&type=chunk) - SG&A expenses increased by **$1.2 million**, or **28.5%**, mainly due to the inclusion of SG&A from the TT and ADT acquisitions[139](index=139&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity sources include $1.9 million cash, positive operating cash flow of $0.6 million, and credit facilities, with total debt at $13.5 million Summary Cash Flows (in thousands) | Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $563 | $(2,385) | | Net cash provided by (used in) investing activities | $(4,374) | $(679) | | Net cash provided by (used in) financing activities | $1,669 | $(605) | - As of March 31, 2025, the company had **$1.9 million** in cash and cash equivalents and approximately **$13.5 million** in total debt[147](index=147&type=chunk) - The company has several credit facilities, including a new loan agreement for ADT, a **$6.0 million** facility for EBGL, and a **$4.0 million** facility for KBS[151](index=151&type=chunk)[152](index=152&type=chunk)[154](index=154&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=38&type=section&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable for the reporting period - Not applicable[163](index=163&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204%2E%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal controls reported during the quarter - The CEO and CFO concluded that disclosure controls and procedures were effective as of the end of the period covered by the report[164](index=164&type=chunk) - Management's assessment of internal control over financial reporting as of Dec 31, 2024 concluded they were effective, but this assessment excluded the internal controls of the acquired TT business[165](index=165&type=chunk)[166](index=166&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[167](index=167&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=39&type=section&id=Item%201%2E%20Legal%20Proceedings) The company is subject to litigation but does not expect a material adverse effect on its financial position or operations - The company is involved in various legal proceedings in the normal course of business but does not expect them to have a material adverse effect[74](index=74&type=chunk)[169](index=169&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A%2E%20Risk%20Factors) Key risks include those from the acquisition strategy, such as management diversion and integration difficulties, and potential losses in the investment portfolio - The company's acquisition strategy entails numerous risks, including diverting management's attention, incurring substantial costs, and difficulties in assimilating acquired businesses, which could negatively affect profitability[171](index=171&type=chunk)[172](index=172&type=chunk) - The company may sustain losses in its investment portfolio, which consists of equity securities and other investments, due to adverse changes in economic conditions or company-specific setbacks[174](index=174&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) No unregistered sales or issuer purchases of equity securities occurred during the period - None[175](index=175&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203%2E%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities occurred during the period - None[176](index=176&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204%2E%20Mine%20Safety%20Disclosures) This section is not applicable - Not applicable[177](index=177&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205%2E%20Other%20Information) No directors or executive officers adopted or terminated trading arrangements during the quarter - None of the Company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter[178](index=178&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206%2E%20Exhibits) This section lists exhibits filed with the Form 10-Q, including purchase agreements and officer certifications - The report includes exhibits such as the merger agreement for the ADT acquisition, the associated loan agreement, and various officer certifications and XBRL data files[181](index=181&type=chunk)