Concrete Pumping Holdings, Inc.

Previous wording

In recent years, we have successfully executed on our M&A strategy. This includes our acquisition of Templant Hire Limited ("Templant") in April 2026 for total cash consideration, net of cash acquired, of $11.1 million, which expanded our operations into the temporary power solution market in the United Kingdom, complementing Camfaud's existing concrete pumping operations and enhancing the Company's ability to offer broader service capabilities to customers across the construction and infrastructure sectors. The Company's management believes this expansion into temporary power represents a strategic growth opportunity and is consistent with the Company's broader strategy of diversifying its service offerings within existing geographic markets.

Current wording

In recent years, we have successfully executed on our M&A strategy. This includes our April 2026 acquisition of Templant Hire Limited ("Templant") for total cash consideration, net of cash acquired, of $11.2 million. The acquisition broadened our service capabilities in the United Kingdom by adding temporary power solutions that are complementary to Camfaud's existing operations and customer relationships across the construction and infrastructure sectors. Management believes this expansion represents a strategic growth opportunity and is consistent with the Company's broader strategy of diversifying its service offerings within existing geographic markets.

Previous wording

The results of Templant's operations are included in the Company's consolidated financial statements under our U.K. Operations segment from April 1, 2026. Because Templant was acquired during the current fiscal period and operates in a new service line, period-over-period comparisons of certain revenue and operating metrics may not be fully comparable to prior periods.

Current wording

The results of Templant's operations are included in the Company's consolidated financial statements under our U.K. Operations segment from April 1, 2026. Because Templant was acquired in April 2026 and operates in a new service line, period-over-period comparisons of certain revenue and operating metrics may not be fully comparable to prior periods.

Previous wording

All branches operating within our U.S. Concrete Pumping segment are concrete pumping service providers in the United States ("U.S."). Our U.S. Concrete Pumping core business is 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 these branches do not contract to purchase, mix, or deliver concrete. This segment primarily consists of our Brundage-Bone business which has approximately 95 branch locations across 23 states with its corporate headquarters in Thornton, Colorado.

Current wording

All branches operating within our U.S. Concrete Pumping segment are concrete pumping service providers in the United States ("U.S."). Our U.S. Concrete Pumping core business is 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 these branches do not contract to purchase, mix, or deliver concrete. This segment primarily consists of our Brundage-Bone business which has approximately 100 branch locations across 23 states with its corporate headquarters in Thornton, Colorado.

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 22 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 approximately 30 operating locations across the U.S. with its corporate headquarters in Thornton, Colorado.

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 and six months ended April 30, 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 nine months ended July 31, 2026 and 2025.

Previous wording

(1) For the six months ended April 30, 2026, intersegment revenue of $0.1 million is excluded. For the six months ended April 30, 2025, intersegment revenue of $0.2 million is excluded.

Current wording

(1) For the three months ended July 31, 2026 and 2025, intersegment revenue of $0.1 million and $0.2 million, respectively, is excluded.

Previous 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.

Current wording

*Total revenue.*Total revenues were $116.8 million for the three months ended July 31, 2026 compared to $103.7 million for the three months ended July 31, 2025. Revenue by segment is further discussed below.

Previous 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.

Current wording

*U.S. Concrete Pumping.*Revenue for our U.S. Concrete Pumping segment increased by 9.9%, or $6.9 million, from $69.3 million in the third quarter of fiscal 2025 to $76.2 million for the third quarter of fiscal 2026, primarily attributable to (1) higher commercial and infrastructure construction demand and pricing, strongly related to growing data center and infrastructure projects, and (2) generally more stable 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 third quarter of 2026.

Previous 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.

Current wording

*U.S. Concrete Waste Management Services.*Revenue for the U.S. Concrete Waste Management Services segment improved by 13.5%, or $2.6 million, from $19.3 million in the third quarter of fiscal 2025 to $21.9 million for the third quarter of fiscal 2026. The increase in revenue was driven by organic volume growth from growing commercial project demand including data center activity, infrastructure projects, and pricing improvements.

Previous wording

*U.K. Operations.*Revenue for our U.K. Operations segment increased by 8.2%, or $1.1 million, from $13.8 million in the second quarter of fiscal 2025 to $14.9 million for the second quarter of fiscal 2026. Excluding the impact of foreign currency translation, revenue increased 3.6% year-over-year, driven by a $0.7 million contribution from Templant, partially offset by lower volumes due to continued softness in commercial construction demand.

Current wording

*U.K. Operations.*Revenue for our U.K. Operations segment increased by 23.9%, or $3.6 million, from $15.1 million in the third quarter of fiscal 2025 to $18.7 million for the third quarter of fiscal 2026, primarily driven by a $3.1 million contribution from Templant with the remaining increase driven by slightly higher pumping volumes. Excluding the impact of foreign currency translation, revenue increased 24.3% year-over-year.

Previous wording

*Gross margin.*Our gross margin for the second quarter of fiscal 2026 was 38.6% was largely flat compared to 38.5% in the second quarter of fiscal 2025.

Current wording

*Gross margin.*Our gross margin for the third quarter of fiscal 2026 was 38.7% compared to 39.0% in the third quarter of fiscal 2025. The slight decrease in gross margin was primarily related to fuel cost inflation.

Previous 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.

Current wording

*General and administrative expenses ("G&A").*G&A expenses for the three months ended July 31, 2026 were $30.1 million, an increase of $2.6 million from $27.5 million in the three months ended July 31, 2025. G&A expenses as a percent of revenue were 25.8% for the third quarter of fiscal 2026 compared to 26.5% for the same period a year ago. The increase in G&A expenses was primarily driven by higher stock-based compensation expense of $0.8 million and higher professional fees of $0.4 million. The remaining increase is largely attributable to incremental G&A expenses from our recent acquisitions.

Previous 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.

Current wording

For the third quarter of fiscal 2026, excluding amortization of intangible assets of $2.4 million, stock-based compensation expense of $1.3 million, non-recurring expenses of $0.7 million and depreciation expense of $0.6 million, G&A expenses were $25.1 million (21.5% of revenue). For the third quarter of fiscal 2025, excluding amortization of intangible assets of $2.9 million, depreciation expense of $0.9 million, stock-based compensation expense of $0.5 million and non-recurring tax refunds of $0.3 million, G&A expenses were $23.5 million (22.7% of revenue). The increase in G&A expenses was primarily driven by the higher professional fees and incremental G&A expenses from our recent acquisitions.

Previous wording

*Income tax expense (benefit).*For the three months ended April 30, 2026 and 2025 the Company’s effective tax rate was 34.4% and 33.3%, respectively. The change in the effective tax rate was largely driven by an increase in discrete items including prior period state tax adjustments.

Current wording

*Income tax expense (benefit).*For the three months ended July 31, 2026 and 2025 the Company’s effective tax rate was 28.5% and 26.5%, respectively. The comparability of the effective tax rate was largely driven by less favorable impacts from permanent items, including taxes on foreign earnings and the impacts from share-based compensation limitations.

Previous wording

*Total revenue.*Total revenues were $197.4 million for the six months ended April 30, 2026 compared to $180.4 million for the six months ended April 30, 2025. Revenue by segment is further discussed below.

Current wording

*Total revenue.*Total revenues were $314.1 million for the nine months ended July 31, 2026 compared to $284.1 million for the nine months ended July 31, 2025. Revenue by segment is further discussed below.

Previous wording

*U.S. Concrete Pumping.*Revenue for our U.S. Concrete Pumping segment increased by 10.5%, or $12.4 million, from $119.0 million in the six months ended April 30, 2025 to $131.5 million for the six months ended April 30, 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.

Current wording

*U.S. Concrete Pumping.*Revenue for our U.S. Concrete Pumping segment increased by 10.3%, or $19.3 million, from $188.3 million in the nine months ended July 31, 2025 to $207.6 million for the nine months ended July 31, 2026, primarily attributable to (1) higher commercial and infrastructure construction demand and pricing, strongly 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 third quarter of 2026.

Previous wording

*U.S. Concrete Waste Management Services.*Revenue for the U.S. Concrete Waste Management Services segment improved by 10.5%, or $3.7 million, from $34.8 million in the six months ended April 30, 2025 to $38.4 million for the six months ended April 30, 2026. The increase in revenue was driven by organic volume growth, growing data center and infrastructure projects, and pricing improvements.

Current wording

*U.S. Concrete Waste Management Services.*Revenue for the U.S. Concrete Waste Management Services segment improved by 11.6%, or $6.3 million, from $54.1 million in the nine months ended July 31, 2025 to $60.4 million for the nine months ended July 31, 2026. The increase in revenue was driven by organic volume growth from growing commercial project demand including data center activity, infrastructure projects, and pricing improvements.

Previous 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.

Current wording

*U.K. Operations.*Revenue for our U.K. Operations segment increased by 10.6%, or $4.4 million, from $41.7 million in the nine months ended July 31, 2025 to $46.1 million for the nine months ended July 31, 2026, primarily driven by a $3.8 million contribution from Templant with the remaining increase driven by slight pricing improvements. Excluding the impact of foreign currency translation, revenue was up 7.1% year-over-year.

Previous 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.

Current wording

*Gross margin.*Our gross margin for the nine months ended July 31, 2026 was 37.7% compared to 37.9% in the nine months ended July 31, 2025. The slight decrease in gross margin was primarily related to fuel cost inflation and higher repair and maintenance activity.

Previous wording

*General and administrative expenses ("G&A").*G&A expenses for the six months ended April 30, 2026 were $56.7 million, an increase of $1.0 million from $55.7 million in the six months ended April 30, 2025. G&A expenses as a percent of revenue were 28.7% for the six months ended April 30, 2026 compared to 30.9% for the same period a year ago. The increase in G&A expenses is primarily related to an increase in stock-based compensation expense of $0.7 million, labor costs of $0.6 million and property and use tax costs of $0.5 million, partially offset by a decrease in amortization of intangible assets of $1.1 million.

Current wording

*General and administrative expenses ("G&A").*G&A expenses for the nine months ended July 31, 2026 were $86.8 million, an increase of $3.7 million from $83.1 million in the nine months ended July 31, 2025. G&A expenses as a percent of revenue were 27.6% for the nine months ended July 31, 2026 compared to 29.3% for the same period a year ago. The increase in G&A expenses is primarily related to an increase in stock-based compensation expense of $1.5 million, labor costs of $0.8 million and property and rent costs of $0.7 million, partially offset by a decrease in bank fees of $0.4 million. The remaining increase is largely attributable to incremental G&A expenses from our recent acquisitions.

Previous wording

For the six months ended April 30, 2026, excluding amortization of intangible assets of $4.9 million, stock-based compensation expense of $1.6 million, and depreciation expense of $1.1 million, G&A expenses were $49.1 million (24.9% of revenue). For the six months ended April 30, 2025, excluding amortization of intangible assets of $6.1 million, depreciation expense of $1.1 million, and stock-based compensation expense of $0.9 million, G&A expenses were $47.6 million (26.4% of revenue). The increase in G&A expenses is primarily related to an increase in labor costs of $0.6 million and property and use tax costs of $0.5 million.

Current wording

For the nine months ended July 31, 2026, excluding amortization of intangible assets of $7.3 million, stock-based compensation expense of $2.9 million, depreciation expense of $1.7 million and non-recurring costs of $0.8 million, G&A expenses were $74.1 million (23.6% of revenue). For the nine months ended July 31, 2025, excluding amortization of intangible assets of $9.0 million, depreciation expense of $2.0 million, stock-based compensation expense of $1.4 million and non-recurring refunds of $0.2 million, G&A expenses were $70.9 million (25.0% of revenue). The increase in G&A expenses is primarily related to the increases in labor costs, rent costs and incremental G&A expenses from our recent acquisitions discussed above.

Previous 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.

Current wording

*Interest expense and amortization of deferred financing costs.*Interest expense and amortization of deferred financing costs for the nine months ended July 31, 2026 was $25.2 million, up $2.0 million from $23.2 million in the nine months ended July 31, 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

U.S. Concrete Pumping. Net income for our U.S. Concrete Pumping segment was $0.7 million for the second quarter of fiscal 2026 compared to a net loss of $1.6 million for the second quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Pumping segment was $15.6 million for the second quarter of fiscal 2026, up $3.0 million from $12.7 million for the same period in fiscal 2025. The increase in net income and adjusted EBITDA was primarily driven by the increase in revenue as discussed above.

Current wording

U.S. Concrete Pumping. Net income for our U.S. Concrete Pumping segment was $2.0 million for the third quarter of fiscal 2026 compared to a net income of $1.6 million for the third quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Pumping segment was $18.4 million for the third quarter of fiscal 2026, up $2.8 million from $15.6 million for the same period in fiscal 2025. The increase in net income and adjusted EBITDA was primarily driven by the increase in revenue as discussed above, partially offset by fuel cost inflation.

Previous wording

*U.S. Concrete Waste Management Services.*Net income for our U.S. Concrete Waste Management Services segment was $1.9 million for the second quarter of fiscal 2026 compared to a net income of $1.2 million for the second quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $7.7 million for the second quarter of fiscal 2026, up $1.0 million from $6.7 million for the same period in fiscal 2025. The increase in net income and adjusted EBITDA was primarily driven by 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 $2.4 million for the third quarter of fiscal 2026 compared to a net income of $1.4 million for the third quarter of fiscal 2025. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $8.8 million for the third quarter of fiscal 2026, up $1.4 million from $7.4 million for the same period in fiscal 2025. The increase in net income and adjusted EBITDA was primarily driven by the increase in revenue as discussed above and improved labor efficiency which was partially offset by fuel cost inflation.

Previous 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.

Current wording

U.K. Operations. Net income for our U.K. Operations segment was $0.5 million for the third quarter of fiscal 2026 compared to net income of $0.7 million for the third quarter of fiscal 2025. Adjusted EBITDA for our U.K. Operations segment was $3.2 million for the third quarter of fiscal 2026, down $0.6 million from $3.9 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 driven by fuel cost inflation and higher repair and maintenance activity.

Previous 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.

Current wording

U.S. Concrete Pumping. Net loss for our U.S. Concrete Pumping segment was $0.1 million for the nine months ended July 31, 2026 compared to a net loss of $3.1 million for the nine months ended July 31, 2025. Adjusted EBITDA for our U.S. Concrete Pumping segment was $45.2 million for the nine months ended July 31, 2026, up $7.8 million from $37.4 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 stock-based compensation expense and 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, partially offset by fuel cost inflation.

Previous 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.

Current wording

*U.S. Concrete Waste Management Services.*Net income for our U.S. Concrete Waste Management Services segment was $5.0 million for the nine months ended July 31, 2026 compared to a net income of $2.8 million for the nine months ended July 31, 2025. Adjusted EBITDA for our U.S. Concrete Waste Management Services segment was $22.6 million for the nine months ended July 31, 2026, up $3.5 million from $19.1 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 and improved labor efficiency, 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 and improved labor efficiency, partially offset by fuel cost inflation.

Previous wording

U.K. Operations. Net loss for our U.K. Operations segment was $0.1 million for the second quarter of fiscal 2026 compared to net income of $0.4 million for the second quarter of fiscal 2025. Adjusted EBITDA for our U.K. Operations segment was $3.1 million for the second quarter of fiscal 2026, down $0.1 million from $3.2 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 driven by inflationary pressures which drove increases in labor, fuel, repair and maintenance costs as a percentage of revenue.

Current wording

U.K. Operations. Net income for our U.K. Operations segment was $0.1 million for the nine months ended July 31, 2026 compared to net income of $1.3 million for the nine months ended July 31, 2025. Adjusted EBITDA for our U.K. Operations segment was $7.1 million for the nine months ended July 31, 2026, down $2.8 million from $9.9 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 driven by inflationary pressures which drove increases in labor, fuel and repair and maintenance costs as a percentage of revenue.

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, 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.

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 July 31, 2026, we had $43.0 million of cash and cash equivalents and $314.3 million of available borrowing capacity under the ABL Facility (as defined below), providing total available liquidity of $357.3 million.

Previous 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.

Current wording

Our working capital surplus as of July 31, 2026 was $53.5 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 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.

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 nine months ended July 31, 2026 and 2025 were approximately $51.1 million and $34.2 million, respectively. See "Cash Flow" discussion below for more information.

Previous 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.

Current wording

During the nine months ended July 31, 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).

Previous 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.

Current wording

There was no outstanding balance under the ABL Facility as of July 31, 2026 and as of that date, the Company was in compliance with all debt covenants. In addition, as of July 31, 2026, the Company had $1.1 million in credit line reserves and a letter of credit balance of $21.9 million. As of July 31, 2026, we had $314.3 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 unamortized debt issuance costs related to the revolving credit facilities of $1.6 million as of July 31, 2026.

Previous 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.

Current wording

Net cash provided by operating activities during the nine months ended July 31, 2026 was $53.6 million. The Company had net income of $5.0 million, which included net non-cash expense items of $47.6 million. In addition, we had cash inflows related to a decrease in our working capital of $1.0 million. Cash inflows related to working capital activity include an increase in other operating liabilities of $7.4 million and in accounts payable of $3.1 million, offset by increases to receivables of $7.1 million, inventory of $1.2 million and other operating assets of $1.2 million. The increase in other operating liabilities primarily related to the timing of our periodic senior notes interest payments. The increase in accounts payable is driven by the general timing of invoices. The increase in receivables is due to increases in sales volumes during the nine months ended July 31, 2026. The increase in other operating assets is primarily related to the timing of tax refunds in the U.K.

Previous 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.

Current wording

Net cash provided by operating activities during the nine months ended July 31, 2025 was $49.9 million. The Company had net income of $1.1 million, which included net non-cash expense items of $47.0 million. In addition, we had cash inflows related to a decrease in our working capital of $1.8 million. Cash inflows related to working capital activity include an increase in other operating liabilities of $6.4 million and a decrease in receivables of $4.4 million, partially offset by an increase to other operating assets of $7.0 million, an increase to inventory of $1.4 million and a decrease to accounts payable of $0.6 million. The increase in other operating liabilities is primarily related to the timing of our periodic senior notes interest payments. The decrease in receivables is due to decreases in sales volumes during the nine months ended July 31, 2025. The increase in other operating assets is due to the timing of our annual commercial insurance premium payments. The increase in inventory was driven by increased inventory levels. The decrease in accounts payable is driven by the general timing of invoices.

Previous wording

Cash flow used in investing activities. Net cash used in operating activities generally reflects the cash outflows for property, plant and equipment.

Current wording

Cash flow used in investing activities. Net cash used in investing activities generally reflects the cash outflows for property, plant and equipment.

Previous 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.

Current wording

We used $47.1 million to fund investing activities during the nine months ended July 31, 2026. The Company used $40.0 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 $4.0 million in proceeds from the sale of property, plant and equipment.

Previous 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.

Current wording

We used $28.2 million to fund investing activities during the nine months ended July 31, 2025. The Company used $34.2 million for the purchase of property, plant and equipment, which was partially offset by $6.0 million in proceeds from the sale of property, plant and equipment.

Previous 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.

Current wording

Net cash used in financing activities was $8.1 million for the nine months ended July 31, 2026. Cash used in financing activities included $7.3 million in purchase of treasury stock, which included $6.8 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 $0.8 million for other financing activities.

Previous 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.

Current wording

Net cash used in financing activities was $23.8 million for the nine months ended July 31, 2025. Cash used in financing activities included $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 $12.3 million in purchase of treasury stock, which included $11.7 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. These cash outflows were partially offset by $425.0 million in proceeds from the issuance of the 2032 Notes.