Slides
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N o v e m b e r 4 Q3 FY26 Earnings Call 2026
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Forward-Looking Statements and Non-GAAP Measures Forward - looking statements This presentation may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can generally be identified by the use of words such as “anticipate,” “ass ume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “will,” and the negative version of these words or similar terms and phrases. These statements include, among others, statements regarding our full year 2026, backlog, program progression, margins, capital allocation and growth strategy. These statements are based on management’s cur rent expectations and are not guarantees of future performance, and are subject to various known and unknown risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. There can be no assurance that our expectations, estimates, assumptions and/or projections, including with respect to the future earnings and performance or capital structure of Lyntris Inc. (“Lyntris” or the “Company”), will prove to be correct or that any of our expectations, estimates or projections will be achieved. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward -looking statements, including, without limitation: our business and growth are concentrated across customers in the defense and U.S. national security sectors; our reliance on government spending priorities subjects us to appropriations and budgetary and U.S. national security policy decisions that are largely outside of our control; we depend on U.S. government contracts, which are generally not fully funded at inception, may be unidentified at the start of performance and are subject to competitive bidding, cancellation or delay without penalty; our customers may early terminate, pause or stop work orders; the failure of our subcontractors or suppliers to perform or the scarcity, unavailability or increased cost of critical components or raw materials; our ability to realize the full amounts estimated under the contracts in our backlog as revenue; our ability to consummate acquisitions on satisfactory terms and effectively integrate acquired operations; our business and operations expose us to nu merous legal and regulatory requirements, including environmental laws, the National Industrial Security Program Operating Manual and export control laws; and we have substantial indebtedness, and we may not be able to generate sufficient cash to s ervice all of such indebtedness. You are directed to the risk factors identified in the filings we make with the SEC from time to time, including our prospectus dated August 18, 2026, filed with the SEC pursuant to Rule 424(b) on August 19, 2026, copies of which are available free of charge at the SEC’s website at www.sec.gov and on Lyntris’ website at https://investors.lyntris.com. The forward-looking statements included in this presentation are only made as of the date of this presentation. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We undertake no obligation to publicly update or review any forward- looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable law. Non - GAAP Financial Measures This presentation includes financial measures that do not conform to generally accepted accounting principles (“GAAP”), including EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted diluted earnings per share, free cash flow, and net leverage. These measures are supplemental, have limitations as analytical tools and should not be considered in isolation or as substit utes for results reported under U.S. GAAP. Definitions and reconciliations to the most directly comparable GAAP measures are included in the Appendix to this presentation. Backlog Backlog represents our estimate of the revenue we expect to realize in future periods as a result of performing work on contracts that have been awarded to us, net of any revenue previously recognized as of the date of measurement. We include in our backlog the aggregate expected revenue from awarded contracts, either executed or awaiting execution (e.g., a written contract, purchase order, long-term agreement, contractual authorization to proceed or written notification or other evidence regarding an expectation of an execution) even though our contracts include certain termination rights exercisable by our customers with advance notice. Deferred revenue recognized on our consolidated balance sheets, consisting of payments and billings received in excess of revenue recognized, is included in our backlog calculation. Backlog includes both single-year and multi-year awards and can include variable consideration such as award fees and incentive fees. Backlog is subject to modification, delay or termination by our customers, which may impact our realization of revenue from some or all of the contracts included in our backlog. We monitor our backlog because we believe it is a forward-looking indicator of potential revenue that can be helpful to investors in evaluating our performance and identifying trends over time, although period-to-period comparisons of backlog are not necessarily indicative of future revenue. Backlog is not a measure defined under U.S. GAAP, and may not be comparable to similarly titled measures used by other companies. Trademarks Trade names, trademarks and service marks of other companies appearing in this presentation are the property of their respect ive owners, and their use does not imply a relationship with, or endorsement or sponsorship of, the Company. 2
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Q3 FY26
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Q3 FY26 Financial Highlights Revenue and Adjusted EBITDA grew as customers expanded and accelerated programs REVENUE $194M 90% Year-over-year 89% Year-over-year (Organic)³ ADJUSTED EBITDA¹ $28.5M 91% Year-over-year ADJUSTED NET INCOME¹ $17.0M $0.15 Adjusted EPS¹ FREE CASH FLOW¹ $79M $84M Operating Cash Flow $5M Capital Expenditures BACKLOG 2 $1.0B As of 9/30/2026, up 113% from $476M at FY25 Year-end 1.5x Quarterly Book-to-bill² $89M Sequential Backlog Growth (From Q2 to Q3 FY26) ¹ Adjusted EBITDA, adjusted net income, adjusted EPS and free cash flow are non -GAAP measures. See the Appendix to the presentat ion for a reconciliation to the most directly comparable U.S. GAAP financial measure. ² See slide 2 for definition of backlog. Book -to-bill represents net bookings in the period divided by revenue recognized over t he same period. ³ Organic revenue growth excludes revenue attributable to businesses acquired during the twelve months prior to the end of th e period presented. 4
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Core Mission Results Customers are investing in their programs and turning to Lyntris to move them forward Air & Missile Defense Q3 REVENUE $83M 154% Year-over-year • Embedded growth across flagship radar programs accelerating into full and low-rate production, and expansion in early-stage development programs • Radar, sensing, and targeting technologies supporting the detection, tracking, and defeat of airborne and missile threats Maritime Domain Awareness Q3 REVENUE $54M 29% Year-over-year • Sustained and increasing demand across a range of allied nation programs, including integrated C2 software tools and sensor solutions • Naval radar, command and control, defensive cyber and maritime sensor networks, including unmanned systems Space ISR & Resilient Communications Q3 REVENUE $57M 108% Year-over-year • Rapidly growing demand as we expand from integrated antenna solutions into satellite payloads and sovereign satcom networks for allied nations • Space-based sensing, RF payloads, and advanced antennas supporting intelligence, surveillance, reconnaissance, and resilient satellite communications 5
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Financials in Detail Growth in demand and faster execution on existing programs drove third-quarter results $ in millions, except per share Q3 FY26 Q3 FY25 YTD FY26 Revenue $194 $102 $435 Net loss $(3.0) $(3.5) $(18.0) EPS $(0.04) $(0.03) $(0.17) Adjusted net income¹ $17.0 $1.7 $30.6 Adjusted EPS¹ $0.15 $0.02 $0.28 Adjusted EBITDA¹ $28.5 $14.9 $66.3 Adjusted EBITDA margin¹ 14.7% 14.6% 15.2% Operating cash flow $84 $(3.5) $119 Capital expenditures $5 $0.3 $11 Free cash flow¹ $79 $(3.8) $108 BALANCE SHEET AT QUARTER END $88M Cash $198M Total debt⁴ 1.2x Net Leverage Ratio² $188M Total liquidity³ Q3 FINANCING ACTIONS $300M new credit agreement: $200M term loan and $100M revolving credit facility ~$60M of IPO proceeds used to repay debt As of September 30 , no balance on our revolver ¹ Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted EPS, free cash flow and Net Leverage Ratio are non-GAAP measures. See the Appendix to the presentation for a reconciliation to the most directly comparable U.S. GAAP financial measure. ² Net Leverage Ratio represents total debt (excluding finance leases, net of unamortized debt issuance costs) less unrestricted cash, divided by trailing twelve months Adjusted EBITDA. See the Appendix for a reconciliation. ³ Total liquidity is equal to the sum of unrestricted cash of $88 million and $100 million of undrawn revolving credit facility capacity. ⁴ Total debt of $198 million is net of $4.2 million of unamortized debt issuance costs, and excludes $3.4 million of equipment financing arrangements, and $37.8 million of finance lease liabilities. No amounts were outstanding under the revolving credit facility as of September 30, 2026. 6 On July 31 , prior credit facilities repaid with term loan proceeds, ~$73M revolver draw and $15M of cash on hand
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Warfare has Changed America and its allies need connected battlespace solutions. 01 NEED FOR ADVANCED SENSING More threats, in a more contested spectrum • Cheaper, faster, attritable threats across every domain • A congested, contested and weaponized spectrum • Sensors need more range, sensitivity and accuracy 02 NEED FOR CONNECTED DATA More sensors, more data, less time • Sensor networks proliferating across domains • Data siloed by service and platform • Compressed decision timelines 03 NEED FOR RESILIENT CONNECTIVITY More jamming, fewer safe links • Industrialized adversary electronic warfare • Legacy links are single points of failure • Allies need secure, sovereign connectivity 7
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Sense-to-Act connectivity for the Modern Battlespace Vertically integrated, physics-to-software capabilities serving three core missions across space, air, land and sea. THE SENSE - TO - ACT CHAIN: THREE CAPABILITY SETS Sense Sensor Hardware Full-spectrum RF and antenna systems engineered for contested environments Sensor development, RF pathways, power, thermal and antenna systems Make Sense Sensor Architecture Engineering of sensor behavior from capture to output Data transformation and ingest; correlation and fusion solutions Act Data & Software Fusion and delivery of data into decision advantage AI/ML-powered mission software and interceptor connectivity WHERE IT SHOWS UP: PROPRIETARY IP BY DOMAIN SPACE Integrated satellite payloads GEO, MEO and LEO multi-axis antenna systems for faster, resilient transmission HIGH - ALTITUDE STRATEGIC DEFENSE Interceptor subsystems Proprietary antenna designs for data transmit and receive in all phases of flight AIR Aerial - based radar subsystems Vivaldi antenna and supporting subsystems for radar on 6G fighters LAND Multi - band ground terminals Asset tracking and RF link closure across multiple orbits and domains SEA Maritime radar and autonomous systems High-power, anti-jamming RF systems; MV-20 autonomous USV for multi-mission payloads COMMAND, CONTROL & READINESS Data fusion, mission and readiness software Unified, secure data layer; software that compresses and visualizes the kill chain SERVING THREE CORE MISSIONS Maritime Domain Awareness Air & Missile Defense Space ISR & Resilient Communications 8
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Merchant supplier to primes and end users Lyntris sells modular, proprietary subsystems to primes and embeds with end users to accelerate spec-in and program adoption. Primes Merchant supplier to traditional and emerging disruptive primes Lyntris Modular, proprietary subsystems built on owned IP End users Embedded with end users, accelerating spec - in and program adoption 200+ programs supported¹ ~85% of product revenue from owned IP¹ ~90% of business from sole, single or directed-source positions¹ Modularity, rapid prototyping and tailoring differentiate subsystem delivery Agile, proprietary IP solutions for critical customers Deep mission and domain expertise drive solution stickiness and operational success ¹ As of December 31, 2025. Logos shown for identification only and do not imply endorsement. 9
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Program and Growth Highlights Proven technology gives us a foundation to reach new customers, scale production and own more of the system. AIR & MISSILE DEFENSE LTAMDS From development to recurring production • Production orders announced in September under a long-term purchase agreement established in 2023 • Supports demand through 2028 • Precision thermal management assemblies for the radar’s high-power electronics Growth path Scale qualified manufacturing MARITIME DOMAIN AWARENESS Garda C2 Command and control for each customer • Navy MTC2: data integration, visualization and mission planning • Morocco: Garda C2 links sensors, ships and operations centers • Egypt: awarded program for coastal sensors and command software • Garda Cyber: defensive cyber software and hardware Growth path Adapt proven technology SPACE ISR & RESILIENT COMMUNICATIONS PTS-G Selected as prime payload integrator • Space Force’s Protected Tactical SATCOM Global program, working under the prime contractor • RF payload architecture, precision pointing and antenna technologies • Full payload integration and test in Longmont, CO Growth path Take on more of the system 10
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End-to-end Mission Platforms Lyntris’ role starts in development and is expected to grow with the program through decades of maturity. Develop ~1–3-year design and engineering cycle Design and engineer mission systems with the customer on funded, priority programs, embedding our proprietary technology MV-20 Next-gen modular USV NGAD BLOS Next-gen air dominance Deploy Repeatable production at scale Integrate and field modular physics-to- software solutions in operational environments LTAMDS Lower-tier air defense Air & Missile Defense Radar Mid-tier radar, 2027 fielding Expand One IP base, many programs Re-use proprietary IP across programs, customers and missions, supporting multiple prime teams at once Garda C2 Expanding to allied nations PTS-G Re-use of proprietary RF and precision pointing Sustain & Upgrade Decades of sustainment and upgrade Enhance performance through continuous updates, capability upgrades and next-generation technology Captor-E Mk2 AESA radar, UK Typhoon EPMS Software upgrades MARGIN EXPANSION OPPORTUNITIES AS PROGRAMS MATURE Greater share of firm fixed - price work Broader adoption of integrated solutions International growth Increased use of existing capabilities 11
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FY26 Outlook REVENUE $623–$630M ADJUSTED EBITDA¹ $95.5–$97M $389M ~$627M FY25 Actual FY26 Outlook $63M ~$96.3M FY25 Actual FY26 Outlook ~61% Growth at the midpoint ~54% Growth at the midpoint ¹ Adjusted EBITDA is a non-GAAP measure. See the Appendix to the presentation for a reconciliation to the most directly comparab le U.S. GAAP financial measure. 12
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Appendix
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Non-GAAP Financial Measures This presentation includes the non-GAAP financial measures defined below. These measures are supplemental, have limitations as analytical tools and should not be considered in isolation or as substitutes for results reported under U.S. GAAP, and our computation of these measures may not be comparable to similarly titled measures used by other companies. Reconciliations to the most directly comparable U.S. GAAP measures are included on the following slides. EBITDA represents net loss before (i) income taxes, (ii) depreciation and amortization and (iii) interest expense. Adjusted EBITDA represents EBITDA as further adjusted to exclude (i) acquisition and integration-related costs, (ii) restructuring and severance charges, (iii) sponsor and advisory fees, (iv) system implementation costs, (v) other non-cash charges and (vi) stock-based compensation expense. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue. Adjusted Net Income (Loss) represents net loss as further adjusted to exclude (i) acquisition and integration-related costs, (ii) restructuring and severance charges, (iii) sponsor and advisory fees, (iv) system implementation costs, (v) other non-cash charges, (vi) stock-based compensation expense, (vii) amortization of acquired intangible assets, (viii) amortization of deferred financing costs and (ix) the tax effect of the foregoing adjustments. Adjusted EPS represents GAAP net income (loss) per fully diluted share, excluding (i) acquisition and integration-related costs, (ii) restructuring and severance charges, (iii) sponsor and advisory fees, (iv) system implementation costs, (v) other non-cash charges, (vi) stock-based compensation expense, (vii) amortization of acquired intangible assets, (viii) amortization of deferred financing costs and (ix) the tax effect of the foregoing adjustments as they are not representative of our operating performance. Free Cash Flow represents net cash provided by (used in) operating activities less cash capital expenditures (purchases of property, plant and equipment and capitalized software). Net Leverage Ratio represents total debt, excluding finance lease liabilities and net of unamortized debt issuance costs, less cash, divided by Adjusted EBITDA for the trailing twelve-month period. Organic Revenue Growth represents the period-over-period change in revenue, excluding revenue attributable to businesses acquired during the twelve months prior to the end of the period presented. 14
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EBITDA and Adjusted EBITDA Margin Reconciliation Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands, except percentages) 2026 2025 2026 2025 Revenue $ 194,429 $ 102,092 $ 435,412 $ 281,175 Net loss $ (3,025) $ (3,470) $ (18,018) $ (13,175) Interest expense, net 6,458 8,582 23,326 25,414 Provision for (benefit from) income taxes 234 555 (634) 811 Depreciation and amortization (1) 7,156 6,555 20,639 18,664 EBITDA $ 10,823 $ 12,222 $ 25,313 $ 31,714 Adjustments to EBITDA Acquisition and integration-related costs (2) 4,447 1,816 10,453 4,744 Restructuring and severance charges (3) 663 405 2,163 1,757 Sponsor and advisory fee (4) 46 143 275 672 System implementation costs (5) 204 91 393 274 Other non-cash charges (6) 7,440 – 7,670 232 Stock-based compensation expense (7) 4,882 213 20,070 764 Total adjustments 17,682 2,668 41,024 8,443 Adjusted EBITDA $ 28,505 $ 14,890 $ 66,337 $ 40,157 Net loss margin (8) (1.6)% (3.4)% (4.1)% (4.7)% Adjusted EBITDA margin (8) 14.7% 14.6% 15.2% 14.3% 15
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EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin 16 The preceding tables present a reconciliation of net loss and net loss margin to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for each of the periods indicated: Footnotes 1. Depreciation and amortization expense includes $3.3 million and $3.4 million of allocated depreciation and amortization from cost of goods sold for the thr ee months ended September 30, 2026 and 2025, respectively. Depreciation and amortization expense includes $9.9 million and $9.3 million of allocated depreciation and amor tization from cost of goods sold for the nine months ended September 30, 2026 and 2025, respectively. 2. Acquisition and Integration Costs. Represents third-party professional service fees and other direct, incremental costs incurred in connection with completed acqu isitions and integration of acquired businesses. These costs are recorded within selling, general and administrative expenses and include operational and integrat ion consulting, legal entity rationalization, purchase accounting and valuation support, tax consulting, contingent consideration fair value changes, transaction bonuses, option payout obligations and IT / systems integration activities. The amount of acquisition and integration related costs associated with expenses attributed to the change in the fair value of earnout arrangements was $ — million and $— million for the three months ended September 30, 2026 and 2025, respectively. The amount of acquisition and integration related expenses associated with the change in the fair value of earnout arrangements w as $0.7 million ($2.0 million of expense and $1.3 million of income) and $ — million for the nine months ended September 30, 2026 and 2025, respectively. The amount of acquisition and integration related expenses attributed to professional fees and other vendors was $3.4 million and $1.8 million for the three months ended September 30, 2026 and 2025, respectively and $7.9 million and $4.7 million for the nine months ended September 30, 2026 and 2025, respectively. The amount of acquisition and integration related expenses attributed to non-recurring transaction bonuses and option payout obligations wa s $1.0 million and $— million for the three months ended September 30, 2026 and 2025, respectively and $1.8 million and $— million for the nine months ended September 30, 2026 and 2025, respectively. 3. Restructuring and severance charges. Consists of employee termination benefits, severance payments and related costs associated with discrete organizational restr ucturing initiatives to eliminate duplicative functions, consolidate management layers and realign the cost structure following acquisitions. These costs inclu de executive, managerial and operational severance, recruiting fees for critical replacement hires, retention bonuses during transition periods and legal fees or settlement costs directly attributable to em ployment separation agreements. 4. Sponsor and advisory fees. Represents expense reimbursements paid to our financial sponsor, board members and strategic advisors, together with related legal fees, under arrangements in effect during the periods presented. These costs are recorded within selling, general and administrative expenses and were terminated or substa ntially modified upon consummation of the IPO and therefore are not reflective of our operating performance. 5. System implementation costs. Represents third-party consulting, licensing and configuration fees incurred to implement and deploy enterprise -wide technology systems, including ERP, financial reporting, HR, payroll, CRM and product lifecycle management platforms. These finite -duration, project-based costs are recorded within selling, general and administrative expenses and relate to standardizing technology infrastructure across operating entities following acquisitions. 6. Other non - cash charges. For the three months ended September 30, 2026, this adjustment represents a $7.4 million loss on debt extinguishment associat ed with the write-off of our unamortized debt issuance costs and prepayment penalties (the “refinancing costs”). For the nine months ended September 30, 2026, this adjustm ent represents the refinancing costs and reflects charges associated with the exit from a leased facility, including the write-off of leasehold improvements and losses associated with subleasing the related space. These charges were recorded in other expense and selling, general and administrative expenses, respectively, and did not result in a current-period cash outflow. Management excludes these charges from Adjusted EBITDA because they relate to discrete investment and facility- exit decisions and are not considered indicative of our ongoing operating performance. For the nine months ended September 30 , 2025 this adjustment represents a charge recognized in connection with the decision to abandon a non-refundable machinery deposit paid in a prior period, which reflects the write -off of the previously paid deposit, was recorded in selling, general and administrative expenses and did not result in a current-period cash outflow. 7. Stock - based compensation expense. Represents non-cash expense recognized in connection with profits interest units and other equity -based awards, and non-recurring cash settlement of the Phantom Units. This expense is recorded within selling, general and administrative expenses and is excluded from Adjusted EBITDA beca use it does not require current-period cash settlement or is non-recurring. 8. Calculated as a percentage of revenue.
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Adjusted Net Income and Adjusted EPS Reconciliation 17 Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands, except per share amounts) 2026 2025 2026 2025 Net loss $ (3,025) $ (3,470) $ (18,018) $ (13,175) Adjustments to net loss Acquisition and integration-related costs (1) 4,447 1,816 10,453 4,744 Restructuring and severance charges (2) 663 405 2,163 1,757 Sponsor and advisory fee (3) 46 143 275 672 System implementation costs (4) 204 91 393 274 Other non-cash charges (5) 7,440 – 7,670 232 Stock-based compensation expense (6) 4,882 213 20,070 764 Amortization of acquired intangible assets (7) 2,950 2,592 8,755 7,418 Amortization of deferred financing costs (8) 110 160 580 580 Income tax effect of adjustments (9) (705) (271) (1,712) (822) Total adjustments 20,037 5,149 48,647 15,619 Adjusted net income (loss) $ 17,012 $ 1,679 $ 30,629 $ 2,444 Weighted average shares outstanding (in thousands) 112,844 100,376 108,776 97,095 Basic and diluted EPS $ (0.03) $ (0.03) $ (0.17) $ (0.14) Adjustments to EPS Acquisition and integration-related costs (1) 0.04 0.02 0.10 0.05 Restructuring and severance charges (2) 0.01 – 0.02 0.02 Sponsor and advisory fee (3) – – – 0.01 System implementation costs (4) – – – – Other non-cash charges (5) 0.07 – 0.07 – Stock-based compensation expense (6) 0.04 – 0.18 0.01 Amortization of acquired intangible assets (7) 0.03 0.03 0.08 0.08 Amortization of deferred financing costs (8) – – 0.01 0.01 Income tax effect of adjustments (9) (0.01) – (0.01) (0.01) Total adjustments 0.18 0.05 0.45 0.17 Adjusted EPS $ 0.15 $ 0.02 $ 0.28 $ 0.03 Note – Due to rounding, per share amounts presented may not add up precisely to the totals provided.
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Adjusted Net Income and Adjusted EPS 18 The preceding tables present a reconciliation of net loss and earnings per share to Adjusted Net Income (Loss) and Adjusted E PS Footnotes 1. Acquisition and Integration Costs. Represents third-party professional service fees and other direct, incremental costs incurred in connection with completed acqu isitions and integration of acquired businesses. These costs are recorded within selling, general and administrative expenses and include operational and integration consulting, legal entity rationalization, purchase accounting and valuation support, tax consulting, contingent consideration fair value changes, transaction bonuses, option payout obligations and IT / systems integration activities. The amount of acquisition and integration related costs associated with expenses attributed to the change in the fair value of earnout arrangements was $— million and $— million for the three months ended September 30, 2026 and 2025, respectively. The amount of acquisition and integration relat ed expenses associated with the change in the fair value of earnout arrangements was $0.8 million ($2.0 million of expense and $1.3 million of income) and $— million for the nine months ended September 30, 2026 and 2025, respectively. The amount of acquisition and integration related expenses attributed to professional fees and other vendors was $3.4 million and $1.8 million for the three months ended September 30, 2026 and 2025, respectively and $7.9 million and $4.7 million for the nine months ended September 30, 2026 and 2025, respectively. The amount of acquisition and integration related expenses attributed to non-recurring transaction bonuses and option payout obligations was $1.0 million and $ — million for the three months ended September 30, 2026 and 2025, respectively and $1.8 million and $— million for the nine months ended September 30, 2026 and 2025, respectively. 2. Restructuring and severance charges. Consists of employee termination benefits, severance payments and related costs associated with discrete organizational restr ucturing initiatives to eliminate duplicative functions, consolidate management layers and realign the cost structure following acquisitions. Thes e costs include executive, managerial and operational severance, recruiting fees for critical replacement hires, retention bonuses during transition periods and legal fees or sett lement costs directly attributable to employment separation agreements. 3. Sponsor and advisory fees. Represents expense reimbursements paid to our financial sponsor, board members and strategic advisors, together with related legal fees, under arrangements in effect during the periods presented. These costs are recorded within selling, general and administrative expe nses and were terminated or substantially modified upon consummation of the IPO and therefore are not reflective of our operating performance. 4. System implementation costs. Represents third-party consulting, licensing and configuration fees incurred to implement and deploy enterprise -wide technology systems, including ERP, financial reporting, HR, payroll, CRM and product lifecycle management platforms. These finite -duration, project-based costs are recorded within selling, general and administrative expenses and relate to standardizing technology infrastructure across operating entities following acquisitions. 5. Other non - cash charges. For the three months ended September 30, 2026, this adjustment represents the refinancing costs. For the nine months ended Se ptember 30, 2026, this adjustment represents the refinancing costs and reflects charges associated with the exit from a leased facility, including t he write-off of leasehold improvements and losses associated with subleasing the related space. These charges were recorded in other expense and selling, general and administrative expen ses, respectively and did not result in a current-period cash outflow. Management excludes these charges from Adjusted Net Income (Loss) because they relate to discrete investment and fac ility-exit decisions and are not considered indicative of our ongoing operating performance. For the nine months ended September 30, 2025, this adjustment represents a charge recogniz ed in connection with the decision to abandon a non- refundable machinery deposit paid in a prior period, which reflects the write -off of the previously paid deposit, was recorded in selling, general and administrative expenses and did not result in a current-period cash outflow. 6. Stock - based compensation expense. Represents non-cash expense recognized in connection with profits interest units and other equity -based awards, and non-recurring cash settlement of the Phantom Units. This expense is recorded within selling, general and administrative expenses and is excluded from Adjusted Net Income (Loss) because it does not require current-period cash settlement or is non-recurring. 7. Amortization of acquired intangible assets. Represents the amortization of intangible assets recorded in connection with our acquisitions. 8. Amortization of deferred financing costs. Represents the amortization of deferred financing costs associated with our long -term debt. 9. Income tax effect of adjustments. Represents the estimated tax impact of the Adjusted Net Income (Loss) adjustments using effective tax rates of 3.4% and 5.0% for the 2026 and 2025 periods presented, respectively. In our prior filings with the SEC, we used a blended federal and state statutory rate of 25% for all periods presented.
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Free Cash Flow Presentation 20
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Adjusted Net Income (Loss) and Adjusted EPS 21 The preceding tables present a reconciliation of net loss and earnings per share to Adjusted Net Income (Loss) and Adjusted E PS Footnotes 1. Acquisition and Integration Costs. Represents third-party professional service fees and other direct, incremental costs incurred in connection with completed acqu isitions and integration of acquired businesses. These costs are recorded within selling, general and administrative expenses and include operational and integration consulting, legal entity rationalization, purchase accounting and valuation support, tax consulting, contingent consideration fair value changes, transaction bonuses, option payout obligations and IT / systems integration activities. The amount of acquisition and integration related costs associated with expenses attributed to the change in the fair value of earnout arrangements was $— million and $— million for the three months ended September 30, 2026 and 2025, respectively. The amount of acquisition and integration related expenses associated with the change in the fair val ue of earnout arrangements was $0.8 million ($2.0 million of expense and $1.3 million of income) and $— million for the nine months ended September 30, 2026 and 2025, respectively. The amount of acquisition and integration related expenses attributed to professional fees and other vendors was $3.4 million and $1.8 million for the three months ended September 30, 2026 and 2025, respectively and $7.9 million and $4.7 million for the nine months ended September 30, 2026 and 2025, respectively. The amount of acquisition and integration related expenses attributed to non-recurring transaction bonuses and option payout obligations was $1.0 million and $ — million for the three months ended September 30, 2026 and 2025, respectively and $1.8 million and $— million for the nine months ended September 30, 2026 and 2025, respectively. 2. Restructuring and severance charges. Consists of employee termination benefits, severance payments and related costs associated with discrete organizational restr ucturing initiatives to eliminate duplicative functions, consolidate management layers and realign the cost structure following acquisitions. Thes e costs include executive, managerial and operational severance, recruiting fees for critical replacement hires, retention bonuses during transition periods and legal fees or sett lement costs directly attributable to employment separation agreements. 3. Sponsor and advisory fees. Represents expense reimbursements paid to our financial sponsor, board members and strategic advisors, together with related legal fees, under arrangements in effect during the periods presented. These costs are recorded within selling, general and administrative expe nses and were terminated or substantially modified upon consummation of the IPO and therefore are not reflective of our operating performance. 4. System implementation costs. Represents third-party consulting, licensing and configuration fees incurred to implement and deploy enterprise -wide technology systems, including ERP, financial reporting, HR, payroll, CRM and product lifecycle management platforms. These finite -duration, project-based costs are recorded within selling, general and administrative expenses and relate to standardizing technology infrastructure across operating entities following acquisitions. 5. Other non - cash charges. For the three months ended September 30, 2026, this adjustment represents the refinancing costs. For the nine months ended Se ptember 30, 2026, this adjustment represents the refinancing costs and reflects charges associated with the exit from a leased facility, including t he write-off of leasehold improvements and losses associated with subleasing the related space. These charges were recorded in other expense and selling, general and administrative expen ses, respectively and did not result in a current-period cash outflow. Management excludes these charges from Adjusted Net Income (Loss) because they relate to discrete investment and fac ility-exit decisions and are not considered indicative of our ongoing operating performance. For the nine months ended September 30, 2025, this adjustment represents a charge recogniz ed in connection with the decision to abandon a non- refundable machinery deposit paid in a prior period, which reflects the write -off of the previously paid deposit, was recorded in selling, general and administrative expenses and did not result in a current-period cash outflow. 6. Stock - based compensation expense. Represents non-cash expense recognized in connection with profits interest units and other equity -based awards, and non-recurring cash settlement of the Phantom Units. This expense is recorded within selling, general and administrative expenses and is excluded from Adjusted Net Income (Loss) because it does not require current-period cash settlement or is non-recurring. 7. Amortization of acquired intangible assets. Represents the amortization of intangible assets recorded in connection with our acquisitions. 8. Amortization of deferred financing costs. Represents the amortization of deferred financing costs associated with our long -term debt. 9. Income tax effect of adjustments. Represents the estimated tax impact of the Adjusted Net Income (Loss) adjustments using effective tax rates of 3.4% and 5.0% for the 2026 and 2025 periods presented, respectively. In our prior filings with the SEC, we used a blended federal and state statutory rate of 25% for all periods presented.
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Free Cash Flow Presentation 22 Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2026 2025 2026 2025 Net cash provided by (used in) operating activities $ 84,036 $ (3,484) $ 118,902 $ (16,780) Less: capital expenditures (property, plant and equipment and software) (4,567) (348) (10,599) (3,172) Free cash flow $ 79,469 $ (3,832) $ 108,303 $ (19,952)
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Net Financial Leverage Ratio Reconciliation 23 September 30, December 31, ($ in thousands) 2026 2025 Current portion of long-term debt $ 7,393 $ 3,587 Long-term debt, net of current portion and deferred financing costs 190,507 281,114 Total debt $ 197,900 $ 284,701 Less: cash (88,367) (19,148) Net debt $ 109,533 $ 265,553 Trailing twelve months Adjusted EBITDA (1) $ 88,739 $ 62,559 Net Financial Leverage Ratio 1.2x 4.2x (1) Adjusted EBITDA for the nine months ended September 30, 2026 ($66,337) plus the year ended December 31, 2025 ($62,559), l ess the nine months ended September 30, 2025 ($40,157). As of December 31, 2025, Adjusted EBITDA for the year then ended. Note – Total debt consists of term loans and equipment financing arrangements, net of unamortized debt issuance costs of $4.2 million and $4.9 million as of September 30, 2026 and December 31, 2025, respectively. Cash excludes restricted cash. The ratio does not reflect covenant adjustments and differs from the Consolidated Total Net Leverage Ratio under our credit agreement.