Capstone Holding Corp.

Good morning and thank you for joining us. I'm Matthew Lippmann, CEO of Capstone Holding Corp, ticker CAPS. Capstone is built to deliver, positioned to acquire, and ready to scale. Today's presentation covers our Q3 year-to-date results, the integration of our acquisitions, and our outlook as we move forward towards 2026. This content is fully qualified by the legal disclosures that follow. Our goal today is simple, to give you a clear, transparent view of how we are operating the business, what is driving our performance, and how we are executing our strategy. We operate in a dynamic environment. Interest rates, consumer demand, and policy continue to shift. What we share today reflects our best current estimates and we will adjust as conditions evolve. Despite uncertainty, we must plan, invest, and build. This presentation lays out that roadmap. Please review the full legal disclosures. This presentation contains forward-looking statements and non-GAAP financial metrics. Actual results may differ materially. Today, we'll walk through our 2025 goals and progress, the acquisition strategy and pipeline, year-to-date platform performance, integration milestones, and our outlook for 2026. Year-to-day performance reflects strong integration and disciplined execution. Revenue is up 19% year-over-year, driven by the Carolina Stone acquisition. Gross profit is up 34%, with margin expansion from 21.7% to 24.4%, driven largely by sourcing improvements and a stronger product mix. And our adjusted EBITDA is up by 46%, reflecting acquisition growth and cost discipline. Our platform is scaling towards its $100 million trajectory. Capstone is continuing to execute on its strategy towards its goal of $100 million in revenue. By the end of 2025, we'll have executed on two acquisitions, adding $26 million in revenue. the Carolina Stone acquisition, which closed in August of 2025, and a multi-location distributor targeted to close in December of 2025. Our pipeline remains active with strong synergies in discipline pricing. These acquisitions further demonstrate our ability to source, structure, and close transactions that accelerate scale and earnings. The world changed from our initial expectations 2025 included delayed rate cuts, tariff uncertainty, and a slower sales cadence. Still, we will have executed on two acquisitions adding revenue and delivered margin growth. Going into 2026, we've seen two rate cuts already, and it looks like more are coming. As the economic environment improves, we're set up to grow organically, expand earnings, and keep moving forward on acquisitions.

Our acquisition strategy remains unchanged.

Tuck-ins to expand our platform and add earnings momentum. Sister companies with product and channel synergy to unlock cost savings and mutual growth. And longer term, new platforms to drive diversification. Valuations remain attractive at four to six times EBITDA, typically with 20 to 45% non-cash consideration. We are delivering on our promise to remain disciplined on pricing, structure, and fit. We're executing on the build out of our North American platform. InStone, CarolinaStone, and the expected fourth quarter acquisition come together to form a true multi-regional distributor with scale. We also have the foundation in place to complete three to four acquisitions in 2026. More importantly, now we have the execution capability to capitalize on these investments. The integration work at CarolinaStone, ERP, logistics, and marketing is complete. and that same playbook will allow us to quickly align our next acquisition. Our M&A pipeline remains strong. Market conditions are producing realistic seller expectations and limited competition. Some of the best targets are waiting for the market to improve, and Capstone is nurturing those relationships. The timing of new acquisition announcements is always speculative. With that said, it is highly unlikely we will announce another deal in 2025. We do expect to close our previously announced acquisition by December 15 and we are targeting three to four deals next year and hope to announce one that meets our criteria.

In the near future.

The Carolina stone acquisition closed in August 2025 expanding our footprint into the southeast US. It helps support pro forma revenue growth up 19% year over year to 41.2 million and adjusted EBITDA increased 46% year over year, reflecting acquisition growth and cost discipline. As we stated, we believe the macroeconomic environment is setting up to help support organic revenue and earnings growth in 2026. Certain products at our operating subsidiaries experienced growth while others declined a bit. At the beginning of the year, given the economic outlook, we had hoped that market conditions would allow for significant organic growth. That has not been the case as interest rates declined much more slowly than anticipated and tariffs led to uncertainty. At Carolina Stone, the markets they serve did experience growth. We expect to use that as a beachhead to drive organic growth into growing markets like the Southeast. We continue to look for acquisitions in the Southeast as we believe market growth is likely be amongst the stronger regions in the country. On this page, you'll find a summary of our year-to-date results for our operating business. I would, however, like to take the opportunity to give you some insight into how we look at liquidity and the capital structure. We believe it is important to manage liquidity carefully at our operating subsidiaries. As part of closing our upcoming acquisition, we expect to enhance the liquidity profile of our operating businesses using lower-cost bank debt. Holding company liquidity is driven by liquidity in the operating companies. We intentionally keep minimal cash at Holdco as those funds are better used within the operating companies to reduce interest expense. We expect the primary use of proceeds of equity funding is to make acquisitions. With rate cuts coming more slowly than expected in 2025, the macroeconomic environment has been more challenging for our sector. We believe that has created a wider window for Capstone to pursue well-priced acquisitions. Public companies in our sector typically are trading for eight to 12 times EBITDA. We are making acquisitions at four to six times EBITDA or at book value. Typically consideration is 25 to 45% non-cash. This private to public arbitrage is what will drive significant long-term equity value for our investors. We understand the cost of short-term dilution. but we are buying real cash generating assets, which should offset the effects of share issuance. Please refer to the 10Q for more detail on our results. On this page, you'll find a summary of our Q3 results for our operating business. Please refer to our 10Q for more detail. As a public company, Capstone incurs corporate costs beyond those of its subsidiaries. Fixed costs, including leadership, board, legal, and compliance, And variable costs, like investor relations and marketing, can be scaled upwards or downwards as needed. When valuing our core business, we believe many corporate costs, including capstone overhead, are not essential to our subsidiary's operations. Notably, this quarter, we experienced a number of non-recurring acquisition-related and non-cash financing costs. Combined, these totaled around $1.5 million of expense. These costs had a meaningful negative impact on net income this quarter, However, as we grow, recurring operating performance will become cleaner and less overshadowed by non-recurring and non-cash items. On this page, you'll find a summary of our year-to-date results for the parent company. Capstone corporate expenses are not expected to scale quickly as we grow, allowing Capstone to expand profitability as it executes its strategy. This year includes a number of non-recurring, non-cash, and acquisition-related expenses such as higher investor relations spend, transaction expenses, and a non-cash loss on the extinguishment of debt. Please refer to the 10-Q for more detail. On this page, you'll find a summary of our Q3 results for our parent company. Please refer to the 10-Q for more detail. We are finishing 2025 with two completed acquisitions and material progress towards our long-term objectives. As we enter 2026, we have an integrated multi-regional platform, strong momentum in our own brands, improved sourcing logistics, and a disciplined acquisition pipeline, all positioning the company for scalable growth and continued earnings expansion. These are our key principles, our promise to our investors. We will be transparent. We will always tell you how we are doing. We will be accountable. We'll make commitments and share targets. Some might be stretch goals, but we will put our full effort behind them. And we will be adaptable. Markets change and conditions change. Capstone, ticker CAPS, is executing with discipline. We are focused on organic growth, accretive M&A, and a clear path towards the $100 million revenue run rate goals. Thank you for your time.