Concrete Pumping Holdings, Inc.

Previous wording

Our U.S. Concrete Waste Management Services segment consists of our U.S. based Eco-Pan business. Eco-Pan is a leading provider of concrete waste management services in the U.S, providing a full-service, route-based, cost-effective, regulation-compliant solution to manage environmental issues caused by concrete washout. Eco-Pan uses pans and roll-off containers specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 23 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado.

Current wording

Our U.S. Concrete Waste Management Services segment consists of our U.S. based Eco-Pan business. Eco-Pan is a leading provider of concrete waste management services in the U.S, providing a full-service, route-based, cost-effective, regulation-compliant solution to manage environmental issues caused by concrete washout. Eco-Pan uses pans and roll-off containers specifically designed to hold waste products from concrete and other industrial cleanup operations. Eco-Pan has 22 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado.

Previous wording

Our U.K. Operations segment consists of our Camfaud, Premier and U.K. based Eco-Pan businesses. Camfaud is a concrete pumping service provider primarily operating in the United Kingdom ("U.K."). Our U.K. core business is primarily the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a "home base" nightly and does not contract to purchase, mix, or deliver concrete. Camfaud has approximately 35 branch locations throughout the U.K. and Republic of Ireland, with its corporate headquarters in Epping (near London), England. In addition, we have concrete waste management operations under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location.

Current wording

Our U.K. Operations segment consists of our Camfaud, Premier, Templant and U.K. based Eco-Pan businesses. Camfaud is a concrete pumping service provider primarily operating in the United Kingdom ("U.K."). Our U.K. core business is primarily the provision of concrete pumping services to general contractors and concrete finishing companies in the commercial, infrastructure and residential sectors. Equipment generally returns to a "home base" nightly and does not contract to purchase, mix, or deliver concrete. Camfaud has approximately 35 branch locations throughout the U.K. and Republic of Ireland, with its corporate headquarters in Epping (near London), England. In addition, we have concrete waste management operations and temporary power operations. The concrete waste management operations are under our Eco-Pan brand name in the U.K. and currently operate from a shared Camfaud location. The temporary power operations are under our Templant brand name.

Previous wording

The tables included in the period-to-period comparisons below provide summaries of our revenues and gross profits for our business segments for the three months ended January 31, 2026 and 2025.

Current wording

The tables included in the period-to-period comparisons below provide summaries of our revenues and gross profits for our business segments for the three and six months ended April 30, 2026 and 2025.

Previous wording

(1) For both the three months ended January 31, 2026 and 2025, intersegment revenue of $0.1 million is excluded.

Current wording

(1) For the three months ended April 30, 2026, intersegment revenue of approximately $30,000 is excluded. For the three months ended April 30, 2025, intersegment revenue of $0.1 million is excluded.

Previous wording

*Total revenue.*Total revenues were $90.6 million for the three months ended January 31, 2026 compared to $86.4 million for the three months ended January 31, 2025. Revenue by segment is further discussed below.

Current wording

*Total revenue.*Total revenues were $106.8 million for the three months ended April 30, 2026 compared to $94.0 million for the three months ended April 30, 2025. Revenue by segment is further discussed below.

Previous wording

*U.S. Concrete Pumping.*Revenue for our U.S. Concrete Pumping segment increased by 5.3%, or $3.0 million, from $56.9 million in the first quarter of fiscal 2025 to $59.9 million for the first quarter of fiscal 2026, primarily attributable to (1) an increase in commercial and infrastructure construction volumes and pricing, mostly related to growing data center and infrastructure projects, and (2) generally more favorable weather conditions across our U.S. regions. These improvements were partially offset by a continued slowdown in light commercial construction demand and subdued residential construction demand, mostly due to high interest rates and economic uncertainty around tariffs through the first quarter of 2026.

Current wording

*U.S. Concrete Pumping.*Revenue for our U.S. Concrete Pumping segment increased by 15.2%, or $9.4 million, from $62.1 million in the second quarter of fiscal 2025 to $71.5 million for the second quarter of fiscal 2026, primarily attributable to (1) an increase in commercial and infrastructure construction volumes and pricing, mostly related to growing data center and infrastructure projects, and (2) generally more favorable weather conditions across our U.S. regions. These improvements were partially offset by a continued slowdown in light commercial construction and subdued residential construction demand, mostly due to high interest rates and economic uncertainty through the second quarter of 2026.

Previous wording

*U.S. Concrete Waste Management Services.*Revenue for the U.S. Concrete Waste Management Services segment improved by 8.3%, or $1.4 million, from $16.7 million in the first quarter of fiscal 2025 to $18.1 million for the first quarter of fiscal 2026. The increase in revenue was driven by organic volume growth and pricing improvements.

Current wording

*U.S. Concrete Waste Management Services.*Revenue for the U.S. Concrete Waste Management Services segment improved by 12.7%, or $2.3 million, from $18.1 million in the second quarter of fiscal 2025 to $20.3 million for the second quarter of fiscal 2026. The increase in revenue was driven by organic volume growth, growing data center and infrastructure projects, and pricing improvements.

Previous wording

*General and administrative expenses ("G&A").*G&A expenses for the three months ended January 31, 2026 were $27.5 million, a decrease of $0.3 million from $27.8 million in the three months ended January 31, 2025. G&A expenses as a percent of revenue were 30.4% for the first quarter of fiscal 2026 compared to 32.2% for the same period a year ago.

Current wording

*General and administrative expenses ("G&A").*G&A expenses for the three months ended April 30, 2026 were $29.2 million, an increase of $1.3 million from $27.9 million in the three months ended April 30, 2025. G&A expenses as a percent of revenue were 27.3% for the second quarter of fiscal 2026 compared to 29.7% for the same period a year ago. The increase in G&A expenses is primarily related to increases in labor costs of $1.0 million and stock-based compensation expense of $0.5 million, partially offset by a decrease in amortization of intangible assets of $0.6 million.

Previous wording

For the first quarter of fiscal 2026, excluding amortization of intangible assets of $2.5 million, depreciation expense of $0.5 million, and stock-based compensation expense of $0.6 million, G&A expenses were $23.9 million (26.4% of revenue). For the first quarter of fiscal 2025, excluding amortization of intangible assets of $3.0 million, depreciation expense of $0.5 million, and stock-based compensation expense of $0.4 million, G&A expenses were $23.9 million (27.7% of revenue).

Current wording

For the second quarter of fiscal 2026, excluding amortization of intangible assets of $2.5 million, stock-based compensation expense of $1.0 million, and depreciation expense of $0.5 million, G&A expenses were $25.2 million (23.6% of revenue). For the second quarter of fiscal 2025, excluding amortization of intangible assets of $3.0 million, depreciation expense of $0.6 million, and stock-based compensation expense of $0.5 million, G&A expenses were $23.8 million (25.3% of revenue). The increase in G&A expenses is primarily related to an increase in labor costs of $1.0 million.

Previous wording

*U.K. Operations.*Revenue for our U.K. Operations segment decreased by 2.3%, or $0.3 million, from $12.8 million in the first quarter of fiscal 2025 to $12.5 million for the first quarter of fiscal 2026. Excluding the impact from foreign currency translation, revenue was down 8.0% year-over-year, due to lower volumes caused by a continued slowdown in commercial construction demand.

Current wording

*U.K. Operations.*Revenue for our U.K. Operations segment increased by 3.1%, or $0.8 million, from $26.6 million in the six months ended April 30, 2025 to $27.5 million for the six months ended April 30, 2026. Excluding the impact of foreign currency translation, revenue was down 2.1% year-over-year, driven by lower volumes due to continued softness in commercial construction demand, partially offset by a $0.7 million contribution from Templant.

Previous wording

*Gross margin.*Our gross margin for the first quarter of fiscal 2026 was 35.3% compared to 36.1% in the first quarter of fiscal 2025. The slight decrease in gross margin was primarily related to increases in commercial insurance expense and repair and maintenance activity.

Current wording

*Gross margin.*Our gross margin for the six months ended April 30, 2026 was 37.1% compared to 37.4% in the six months ended April 30, 2025. The slight decrease in gross margin was primarily related to fuel and repair and maintenance cost inflation.

Previous wording

*Interest expense and amortization of deferred financing costs.*Interest expense and amortization of deferred financing costs for the first quarter of fiscal 2026 was $8.4 million, up $2.2 million from $6.2 million in the first quarter of fiscal 2025. The increase was primarily attributable to the refinancing of our senior notes during the first quarter of fiscal 2025 resulting in an increase in interest expense of $2.3 million.

Current wording

*Interest expense and amortization of deferred financing costs.*Interest expense and amortization of deferred financing costs for the six months ended April 30, 2026 was $16.8 million, up $2.0 million from $14.8 million in the six months ended April 30, 2025. The increase was attributable to the refinancing of our senior notes during the first quarter of fiscal 2025 resulting in an increase in interest expense of $2.0 million.

Previous wording

*Income tax expense.*For the three months ended January 31, 2026 and 2025 the Company’s effective tax rate was 31.1% and 28.2%, respectively. The comparability of the effective tax rate was largely driven by permanent differences. While these differences did not quantitatively change, changes in estimated annual income amplified their relative impact for the three months ended January 31, 2026 compared to January 31, 2025. This increase was partially offset by changes in the impacts from share-based compensation.

Current wording

*Income tax expense (benefit).*For the six months ended April 30, 2026 and 2025 the Company’s effective tax rate was 68.9% and 28.2%, respectively. The change in the effective tax rate was largely driven by discrete items. While these items are not quantitatively significant, the relative proportionality to income before income taxes amplified their relative impact for the six months ended April 30, 2026 compared to April 30, 2025.

Previous wording

U.S. Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $2.8 million for the first quarter of fiscal 2026 compared to a net loss of $3.1 million for the first quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Pumping segment was $9.7 million for the first quarter of fiscal 2026, up $0.5 million from $9.2 million for the same period in fiscal 2025. The decrease in net loss was primarily driven by the increase in revenue as discussed above and a decrease in debt extinguishment costs, partially offset by an increase in interest expense and amortization of deferred financing costs as discussed above. The increase in adjusted EBITDA was primarily related to the increase in revenue as discussed above.

Current wording

U.S. Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $2.0 million for the six months ended April 30, 2026 compared to a net loss of $4.7 million for the six months ended April 30, 2025. Adjusted EBITDA for our U.S. Concrete Pumping segment was $25.3 million for the six months ended April 30, 2026, up $3.5 million from $21.8 million for the same period in fiscal 2025. The decrease in net loss was primarily driven by the increase in revenue as discussed above and a decrease in debt extinguishment costs, partially offset by an increase in interest expense and amortization of deferred financing costs as discussed above. The increase in adjusted EBITDA was primarily related to the increase in revenue as discussed above.

Previous wording

*U.S. Concrete Waste Management Services.*Net income for our U.S. Concrete Waste Management Services segment was $0.7 million for the first quarter of fiscal 2026 compared to a net income of $0.2 million for the first quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $6.0 million for the first quarter of fiscal 2026, up $1.0 million from $5.0 million for the same period in fiscal 2025. The increase in net income was primarily driven by the increase in revenue as discussed above and a decrease in debt extinguishment costs, partially offset by an increase in interest expense and amortization of deferred financing costs as discussed above. The increase in adjusted EBITDA was primarily related to the increase in revenue as discussed above.

Current wording

*U.S. Concrete Waste Management Services.*Net income for our U.S. Concrete Waste Management Services segment was $2.6 million for the six months ended April 30, 2026 compared to a net income of $1.4 million for the six months ended April 30, 2025. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $13.8 million for the six months ended April 30, 2026, up $2.1 million from $11.7 million for the same period in fiscal 2025. The increase in net income was primarily driven by the increase in revenue and a decrease in debt extinguishment costs, partially offset by an increase in interest expense and amortization of deferred financing costs as discussed above. The increase in adjusted EBITDA was primarily related to the increase in revenue.

Previous wording

U.K. Operations. Net loss for our U.K. Operations segment was $0.3 million for the first quarter of fiscal 2026 compared to net income of $0.2 million for the first quarter of fiscal 2025. Adjusted EBITDA for our U.K. Operations segment was $2.3 million for the first quarter of fiscal 2026, down $0.5 million from $2.8 million from the same period in fiscal 2025. Excluding the impact from foreign currency translation, the changes in net income and adjusted EBITDA were primarily related to the decrease in revenue as discussed above.

Current wording

U.K. Operations. Net loss for our U.K. Operations segment was $0.4 million for the six months ended April 30, 2026 compared to net income of $0.6 million for the six months ended April 30, 2025. Adjusted EBITDA for our U.K. Operations segment was $5.4 million for the six months ended April 30, 2026, down $0.6 million from $6.0 million from the same period in fiscal 2025. Excluding the impact from foreign currency translation, the changes in net income and adjusted EBITDA were primarily related to the decrease in revenue as discussed above and higher labor costs.

Previous wording

Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) zero-dividend convertible perpetual preferred stock; (3) long-term financing represented by our Senior Notes (as defined below) and (4) short-term financing under our ABL Facility (as defined below). Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility under our ABL Facility (as defined below), which provides for aggregate borrowings of up to $350.0 million, subject to a borrowing base limitation. We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment (4) finance strategic acquisitions; (5) repurchase shares and (6) pay dividends to our stockholders, as discussed further below. As of January 31, 2026, we had $53.0 million of cash and cash equivalents and $297.3 million of available borrowing capacity under the ABL Facility (as defined below), providing total available liquidity of $350.3 million.

Current wording

Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) zero-dividend convertible perpetual preferred stock; (3) long-term financing represented by our Senior Notes (as defined below) and (4) short-term financing under our ABL Facility (as defined below). Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility under our ABL Facility (as defined below), which provides for aggregate borrowings of up to $350.0 million, subject to a borrowing base limitation. We use our liquidity and capital resources to: (1) finance working capital requirements; (2) service our indebtedness; (3) purchase property, plant and equipment (4) finance strategic acquisitions, such as the acquisition of Templant and others; (5) repurchase shares and (6) pay dividends to our stockholders, as discussed further below. As of April 30, 2026, we had $38.7 million of cash and cash equivalents and $307.6 million of available borrowing capacity under the ABL Facility (as defined below), providing total available liquidity of $346.3 million.

Previous wording

Our working capital surplus as of January 31, 2026 was $56.9 million. We are in compliance with our debt covenants and believe that we have sufficient working capital to meet our material cash requirements for the foreseeable future.

Current wording

Our working capital surplus as of April 30, 2026 was $52.1 million. We are in compliance with our debt covenants and believe that we have sufficient working capital to meet our material cash requirements for the foreseeable future.

Previous wording

The amount of our future capital expenditures will depend on a number of factors including general economic conditions and growth prospects. In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance and business needs. Our gross capital expenditures for the three months ended January 31, 2026 and 2025 were approximately $9.5 million and $5.8 million, respectively. See "Cash Flow" discussion below for more information.

Current wording

The amount of our future capital expenditures will depend on a number of factors including general economic conditions and growth prospects. In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance and business needs. Our gross capital expenditures for the six months ended April 30, 2026 and 2025 were approximately $30.7 million and $19.5 million, respectively. See "Cash Flow" discussion below for more information.

Previous wording

On January 14, 2025, our Board of Directors declared a special cash dividend of $1.00 per share, totaling $53.1 million, of common stock to shareholders of record as of January 24, 2025, with payment date on February 3, 2025. The dividend was funded with cash on hand and net proceeds from our new 2032 Notes (as defined below). The declaration of dividends on our common stock is discretionary and will be determined by our Board of Directors in its sole discretion and will depend on our business conditions, financial condition, earnings, liquidity and capital requirements, contractual restrictions and other factors.

Current wording

During the six months ended April 30, 2025, we paid a special cash dividend of $1.00 per share, totaling $53.1 million. The dividend was funded with cash on hand and net proceeds from our new 2032 Notes (as defined below). The declaration of dividends on our common stock is discretionary and will be determined by our Board of Directors in its sole discretion and will depend on our business conditions, financial condition, earnings, liquidity and capital requirements, contractual restrictions and other factors.

Previous wording

There was no outstanding balance under the ABL Facility as of January 31, 2026 and as of that date, the Company was in compliance with all debt covenants. In addition, as of January 31, 2026, the Company had $1.1 million in credit line reserves and a letter of credit balance of $18.5 million. As of January 31, 2026, we had $297.3 million of available borrowing capacity under the ABL Facility. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying condensed balance sheets. The Company had debt issuance costs related to the revolving credit facilities of $1.9 million as of January 31, 2026.

Current wording

There was an outstanding balance of $0.6 million under the ABL Facility as of April 30, 2026 and as of that date, the Company was in compliance with all debt covenants. In addition, as of April 30, 2026, the Company had $1.1 million in credit line reserves and a letter of credit balance of $18.5 million. As of April 30, 2026, we had $307.6 million of available borrowing capacity under the ABL Facility. Debt issuance costs related to revolving credit facilities are capitalized and reflected as an asset in deferred financing costs in the accompanying condensed balance sheets. The Company had unamortized debt issuance costs related to the revolving credit facilities of $1.8 million as of April 30, 2026.

Previous wording

Net cash provided by operating activities during the three months ended January 31, 2025 was $6.0 million. The Company had a net loss of $2.6 million, which included net non-cash expense items of $14.7 million. In addition, we had cash inflows related to a decrease in our working capital of $6.0 million. Cash inflows related to working capital activity include a decrease to other operating liabilities of $14.1 million, a decrease to accounts payable of $3.3 million, an increase in other operating assets of $1.4 million and an increase in inventory of $0.3 million, partially offset by a decrease to receivables of $13.2 million. The decrease in other operating liabilities is mainly due to a change in timing of payment of our 2026 Notes due to the refinancing activity previously discussed. The decrease in accounts payable is driven by a slowdown in business activity and the general timing of invoices. The decrease in receivables is due to seasonal decreases in sales volumes during the three months ended January 31, 2025

Current wording

Net cash provided by operating activities during the six months ended April 30, 2026 was $29.5 million. The Company had net income of $0.1 million, which included net non-cash expense items of $29.4 million. In addition, there was no net cash impact due to changes in our working capital. Cash inflows related to working capital activity include a decrease in other operating assets of $1.2 million and an increase in accounts payable of $2.8 million, offset by increases to receivables of $1.5 million and inventory of $1.0 million offset by decreases in other operating liabilities of $1.5 million. The increase in receivables is due to increases in sales volumes during the six months ended April 30, 2026. The decrease in other operating assets is primarily related to the timing of our annual commercial insurance premium payments. The increase in accounts payable is driven by the general timing of invoices. The decrease in other operating liabilities is related to operating lease payments.

Previous wording

Net cash provided by operating activities during the three months ended January 31, 2026 was $21.4 million. The Company had a net loss of $2.4 million, which included net non-cash expense items of $13.5 million. In addition, we had cash inflows related to a decrease in our working capital of $10.3 million. Cash inflows related to working capital activity include a decrease in receivables of $7.9 million and increases in other operating liabilities of $1.9 million and accounts payable of $1.6 million, partially offset by increases to inventory of $0.8 million and other operating assets of $0.3 million. The decrease in receivables is due to seasonal decreases in sales volumes during the three months ended January 31, 2026. The increase in other operating liabilities is primarily related to the timing of our periodic senior notes interest payments partially offset by payments on operating leases. The increase in accounts payable is driven by the general timing of invoices.

Current wording

Net cash provided by operating activities during the six months ended April 30, 2025 was $30.8 million. The Company had a net loss of $2.6 million, which included net non-cash expense items of $29.6 million. In addition, we had cash inflows related to an increase in our working capital of $3.9 million. Cash inflows related to working capital activity include a decrease to receivables of $8.4 million and an increase to accounts payable of $4.3 million, partially offset by an increase to other operating assets of $6.3 million and a decrease in other operating liabilities of $2.4 million. The decrease in receivables is due to decreases in sales volumes during the six months ended April 30, 2025. The increase in accounts payable is driven by the general timing of invoices. The increase in other operating assets is due to the timing of our annual commercial insurance premium payments. The decrease in other operating liabilities is related to operating lease payments of $2.5 million.

Previous wording

We used $3.9 million to fund investing activities during the three months ended January 31, 2025. The Company used $5.8 million for the purchase of property, plant and equipment, which was partially offset by $1.9 million in proceeds from the sale of property, plant and equipment.

Current wording

We used $28.1 million to fund investing activities during the six months ended April 30, 2026. The Company used $19.6 million for the purchase of property, plant and equipment and $11.1 million to fund the acquisition of Templant. These amounts were partially offset by $2.6 million in proceeds from the sale of property, plant and equipment.

Previous wording

We used $8.3 million to fund investing activities during the three months ended January 31, 2026. The Company used $9.5 million for the purchase of property, plant and equipment, which was partially offset by $1.2 million in proceeds from the sale of property, plant and equipment.

Current wording

We used $16.3 million to fund investing activities during the six months ended April 30, 2025. The Company used $19.5 million for the purchase of property, plant and equipment, which was partially offset by $3.2 million in proceeds from the sale of property, plant and equipment.

Previous wording

Net cash used in financing activities was $4.9 million for the three months ended January 31, 2026. Cash used in financing activities included $4.6 million in purchase of treasury stock, which included $4.1 million purchased under the share repurchase program and $0.5 million from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain stock award vesting and stock option exercise activities and $0.3 million for other financing activities.

Current wording

Net cash used in financing activities was $7.3 million for the six months ended April 30, 2026. Cash used in financing activities included $7.2 million in purchase of treasury stock, which included $6.7 million purchased under the share repurchase program and $0.5 million from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain stock award vesting and stock option exercise activities and $0.7 million for other financing activities. In addition, cash used in financing activities included $0.6 million in net proceeds under the Company's ABL Facility.

Previous wording

Net cash provided by financing activities was $40.0 million for the three months ended January 31, 2025. Cash provided by financing activities included $425.0 million in proceeds from the issuance of the 2032 Notes, $375.0 million in payments for the extinguishment of the 2026 Notes, $7.3 million in debt issuance costs paid related to the 2032 Notes and $2.6 million in purchase of treasury stock, which included $1.9 million purchased under the share repurchase program and $0.7 million from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain stock award vesting and stock option exercise activities.

Current wording

Net cash used in financing activities was $19.9 million for the six months ended April 30, 2025. Cash used in financing activities included $425.0 million in proceeds from the issuance of the 2032 Notes, $375.0 million in payments for the extinguishment of the 2026 Notes, $53.1 million in dividends paid, $8.2 million in debt issuance costs paid related to the 2032 Notes and $8.5 million in purchase of treasury stock, which included $7.9 million purchased under the share repurchase program and $0.6 million from the purchase of shares into treasury stock in order to fund the employee tax obligations for certain stock award vesting and stock option exercise activities.

Previous wording

We calculate EBITDA by taking GAAP net income and adding back interest expense and amortization of deferred financing costs, net of interest income, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by taking EBITDA and adding back loss on debt extinguishment, stock-based compensation, other income, net, goodwill and intangibles impairment and other adjustments. Other adjustments include non-recurring expenses, non-cash currency gains/losses, transaction expenses and other items not necessarily indicative of our underlying operating performance. Transaction expenses represent expenses for legal, accounting, and other professionals that were engaged in the completion of acquisitions. Transaction expenses can be volatile as they are primarily driven by the size of a specific acquisition. As such, we exclude these amounts from Adjusted EBITDA for comparability across periods.

Current wording

We calculate EBITDA by taking GAAP net income and adding back interest expense and amortization of deferred financing costs, net of interest income, income taxes, depreciation and amortization. Adjusted EBITDA is calculated by taking EBITDA and adding back transaction expenses, loss on debt extinguishment, stock-based compensation, other income, net, goodwill and intangibles impairment and other adjustments. Other adjustments include non-recurring expenses, non-cash currency gains/losses, research and development expenses and other items not necessarily indicative of our underlying operating performance. Transaction expenses represent expenses for legal, accounting, and other professionals that were engaged in the completion of acquisitions. Transaction expenses can be volatile as they are primarily driven by the size of a specific acquisition. As such, we exclude these amounts from Adjusted EBITDA for comparability across periods.

Previous wording

Our critical accounting policies and estimates are disclosed in the "Critical Accounting Policies and Estimates" section of our Annual Report. No modifications have been made during the three months ended January 31, 2026 to these policies or estimates except for those noted in Note 2 to the condensed consolidated financial statements included within Item 1 of this report.

Current wording

Our critical accounting policies and estimates are disclosed in the "Critical Accounting Policies and Estimates" section of our Annual Report. No modifications have been made during the six months ended April 30, 2026 to these policies or estimates except for those noted in Note 2 to the condensed consolidated financial statements included within Item 1 of this report.