Capstone Holding Corp.
Business
Capstone Holding Corp. is a building products distribution network that distributes thin veneer stone and related masonry products. It offers a broad product mix including manufactured and natural stone veneers, panelized and mechanically attached stone systems, landscape pavers, modular fireplaces and complementary masonry accessories and brands such as Toro™, Cultured Stone®, Pangaea Stone® and Isokern®. Its primary operating subsidiary is Instone (TotalStone, LLC), which functions as the company’s distribution and integration platform. Capstone serves residential and commercial construction customers across a multi-state U.S. distribution network through distribution centers, a direct sales force and B2B digital channels.
Summary from filing dated 2025-03-31
Financials
Consolidated Statement of Income
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2018 2018-12-31 | FY 2017 2017-12-31 |
|---|---|---|---|---|---|---|
| Sales | 48 | 46 | — | — | — | |
| Sales returns and allowances | −1 | −932,000 | −289,000 | — | — | |
| Net sales | 47 | 45 | — | — | — | |
| Cost of goods sold | 36 | 35 | — | — | — | |
| Gross Profit | 11 | 10 | 10 | — | — | |
| Selling, general and administrative expenses | 14 | 10 | 11 | — | — | |
| Impairment of goodwill | 6 | 0 | — | — | — | |
| Transaction expenses | 1 | 0 | — | — | — | |
| Income (loss) from operations | −11 | −638,000 | −1 | −181,000 | −2 | |
| Loss on asset disposal | −11,000 | 0 | — | — | — | |
| Change in fair value of derivative liability | 829,000 | 0 | — | — | — | |
| Interest expense | −4 | −1 | −2 | — | — | |
| Income from continuing operations before taxes | −14 | −2 | −4 | −432,000 | −2 | |
| Provision for Income Taxes (expense) | −7 | −442,000 | −234,000 | 52,000 | 36,000 | |
| Net Income (Loss) | −21 | −3 | −4 | −380,000 | −2 | |
| Net Income (loss) attributable to Capstone Holding Corp. stockholders | −22 | −5 | −6 | — | — | |
| Foreign currency translation adjustment | −1,000 | 0 | — | — | — | |
| Comprehensive Loss | −22 | −5 | — | — | — | |
| Net loss per share attributable to Capstone Holding Corp. stockholders basic and diluted (in dollars per share) | −4.12 | −34.87 | −36.39 | — | — | |
| Weighted average number of common shares outstanding basic and diluted (in shares) | 5 | 157,610 | 157,610 | — | — |
Consolidated Balance Sheet
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2018 2018-12-31 |
|---|---|---|---|---|---|---|
| Cash | 727,000 | 11,000 | 52,000 | — | 1 | |
| Accounts receivable, net | 5 | 3 | 3 | — | — | |
| Inventories | 17 | 10 | 14 | — | — | |
| Prepaid expenses | 231,000 | 150,000 | 458,000 | — | — | |
| Other current assets | 118,000 | 242,000 | 241,000 | — | 97,000 | |
| Total current assets | 23 | 13 | 17 | — | 1 | |
| Property and equipment, net | 2 | 2 | 2 | — | 0 | |
| Goodwill | 18 | 23 | 23 | — | — | |
| Other intangible assets | 2 | 48,000 | — | — | — | |
| Right of use assets | 5 | 2 | 3 | — | — | |
| Deferred tax asset | 0 | 7 | 8 | — | — | |
| Other long-term assets | 593,000 | 247,000 | 48,000 | — | — | |
| Total long-term assets | 28 | 34 | 36 | — | — | |
| Total Assets | 51 | 47 | 53 | — | 1 | |
| Accrued expenses | 874,000 | 394,000 | — | — | — | |
| Line of credit | 10 | 6 | 9 | — | — | |
| Current portion of long-term debt | 4 | 2 | 4 | — | — | |
| Current portion, lease liability | 2 | 738,000 | — | — | — | |
| Deferred tax liability | 20,000 | 0 | — | — | — | |
| Derivative liability | 702,000 | 0 | — | — | — | |
| Total current liabilities | 23 | 13 | 16 | — | 246,000 | |
| Accrued related party management fee | 454,000 | 351,000 | 351,000 | — | — | |
| Accrued Series Z preferred stock dividends | 39,000 | 0 | — | — | — | |
| Series Z preferred stock | 2 | 0 | — | — | — | |
| Long term debt, net of current portion | 9 | 6 | 5 | — | 2 | |
| Operating Lease, Liability, Noncurrent | 4 | 1 | 2 | — | — | |
| Earn-out payable | 352,000 | 0 | — | — | — | |
| Other long-term liabilities | 42,000 | 0 | — | — | — | |
| Total long-term liabilities | 16 | 8 | 8 | — | — | |
| Total Liabilities | 39 | 21 | 24 | — | — | |
| Common Stock $0.0005 par value; 50,000,000 and 200,000 shares authorized; 8,772,872 and 157,610 issued as of December 31, 2025 and December 31, 2024 | 4,000 | 0 | — | — | 27,000 | |
| Additional paid-in capital | 230 | 193 | 193 | — | — | |
| Accumulated deficit | −218 | −196 | −191 | — | −192 | |
| Accumulated other comprehensive loss | −1,000 | 0 | — | — | — | |
| Total Equity | 12 | −3 | 2 | 8 | −1 | |
| Total Liabilities, TotalStone, LLC. Preferred Units & Equity | 51 | 47 | 53 | — | 1 |
Consolidated Statement of Cash Flows
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2018 2018-12-31 | FY 2017 2017-12-31 |
|---|---|---|---|---|---|---|
| Depreciation and amortization | 391,000 | 310,000 | — | — | — | |
| Net, amortization (accretion) to interest expense | 2 | 0 | — | — | — | |
| Unrealized gain (loss) on derivative instruments | −829,000 | 0 | — | — | — | |
| Provisions for doubtful debt | 23,000 | 0 | — | — | — | |
| (Gain) loss on asset disposal | 11,000 | 0 | — | — | — | |
| Deferred taxes, net | 7 | 419,000 | — | — | — | |
| Paid-in-kind interest | 52,000 | 0 | — | — | — | |
| Accounts receivable and other assets | 292,000 | −181,000 | 4 | — | — | |
| Accounts receivable - intercompany | 0 | 0 | — | — | — | |
| Inventory | −1 | 4 | — | — | — | |
| Prepaid and other assets | 310,000 | 158,000 | — | — | — | |
| Change in operating leases, net | 91,000 | 210,000 | 21,000 | — | — | |
| Management fee payable, related party | 798,000 | 0 | — | — | — | |
| Accrued expenses | 1 | 819,000 | — | — | — | |
| Derivative liability | 188,000 | 0 | — | — | — | |
| Other liabilities | −12,000 | −43,000 | — | — | — | |
| Cash flows provided by (used in) operating activities | −4 | 4 | 2 | 66,000 | −2 | |
| Purchase of property and equipment, net | −122,000 | −120,000 | −208,000 | — | — | |
| Purchase of intangible assets | −38,000 | −66,000 | — | — | — | |
| Cash flows used in investing activities | −7 | −186,000 | −208,000 | 0 | 0 | |
| Proceeds from debt issuance | 6 | 0 | — | — | — | |
| Payments on financing lease liabilities | −158,000 | −208,000 | −171,000 | — | — | |
| Financing fees paid | −2 | 0 | — | — | — | |
| Borrowings under line of credit, net | 4 | −2 | — | — | — | |
| Debt payments | −985,000 | −1 | — | — | — | |
| Deferred IPO Costs | 0 | −200,000 | — | — | — | |
| Proceeds from IPO and stock issuances | 5 | 0 | — | 0 | 1 | |
| Proceeds from equity line of credit | 275,000 | 0 | — | — | — | |
| Cash flows provided by (used in) financing activities | 12 | −4 | −1 | 0 | 2 | |
| NET CHANGE IN CASH & CASH EQUIVALENTS | 716,000 | −41,000 | — | — | — | |
| Effect of foreign currency rates on changes in cash | −76,000 | — | — | — | — | |
| Operating cash flows from finance leases (interest) | 14,000 | 14,000 | — | — | — | |
| Conversion of Special Preferred Units to debt | 29 | 0 | — | — | — | |
| Reclassification of derivative liability to APIC upon conversion | 1 | 0 | — | — | — | |
| TotalStone preferred stock dividends charged to retained earnings | 705,000 | 0 | — | — | — | |
| Operating cash flows from operating leases | 966,000 | 778,000 | — | — | — | |
| Interest Paid | 873,000 | 1 | 12,000 | — | — | |
| Taxes Paid | 29,000 | 31,000 | 378,000 | — | — |