0001860543false00018605432025-03-112025-03-11

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2025

CADRE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40698

38-3873146

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

 

Identification Number)

13386 International Pkwy

32218

Jacksonville, Florida

(Zip Code)

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (904) 741-5400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.0001

CDRE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Item 2.02 Results of Operations and Financial Condition

On March 11, 2025, Cadre Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2024. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a presentation regarding the Company’s financial results for the fourth quarter and year ended December 31, 2024.

The press release and presentation contain the non-GAAP measures earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), adjusted EBITDA and adjusted EBITDA margin. The Company believes that the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. The non-GAAP measures are reconciled to comparable GAAP financial measures within the press release and the presentation. We do not provide a reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the fiscal year 2025 to net income for the fiscal year 2025, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not Adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

The information in Item 2.02 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Description

 

 

 

99.1

 

Press Release, dated March 11, 2025 (furnished only).

99.2

 

Slide Presentation for Conference Call to be held on March 12, 2025 (furnished only).

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 11, 2025

 

CADRE HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Blaine Browers

 

 

Name:Blaine Browers

 

 

Title:Chief Financial Officer

Exhibit 99.1

Cadre Holdings Reports Fourth Quarter and Full Year 2024 Financial Results

Achieved Annual Net Sales of $568 Million, Gross Margin of 41.1% and Net Income of $36 Million

Generated Record Annual Adjusted EBITDA and Adjusted EBITDA Margin for Second Consecutive Year

Expects Full Year 2025 Net Sales of $572 to $601 Million and Adjusted EBITDA of $105 to $115 Million

JACKSONVILLE, Fla., March 11, 2025 – Cadre Holdings, Inc. (NYSE: CDRE) (“Cadre” or “Company”), a global leader in the manufacturing and distribution of safety equipment and other related products for the law enforcement, first responder, military and nuclear markets, announced today its consolidated operating results for the quarter and year ended December 31, 2024.

Net sales of $176.0 million for the fourth quarter; net sales of $567.6 million for the year ended December 31, 2024.
Gross profit margin of 43.9% for the fourth quarter; gross profit margin of 41.1% for the year ended December 31, 2024.
Net income of $13.0 million, or $0.32 per diluted share, for the fourth quarter; net income of $36.1 million, or $0.90 per diluted share, for the year ended December 31, 2024.
Adjusted EBITDA of $38.5 million for the fourth quarter; Adjusted EBITDA of $104.8 million for the year ended December 31, 2024.
Adjusted EBITDA margin of 21.9% for the fourth quarter; Adjusted EBITDA margin of 18.5% for the year ended December 31, 2024.
Declared quarterly cash dividend of $0.095 per share in January 2025. On an annualized basis, this dividend represents an increase of $0.03 per share, or 8.6% per share, over the previous annualized dividend of $0.35 per share.

“2024 was another record year, as our teams continued to leverage the Cadre operating model and capitalize on positive demand trends for our best-in-class, mission-critical safety equipment,” said Warren Kanders, CEO and Chairman. “We delivered our full-year guidance of double-digit revenue and adjusted EBITDA growth, driven by high-level execution in Q4, which represented Cadre’s best quarter of financial results as a public company. We achieved significantly higher net sales and adjusted EBITDA, while expanding full year adjusted EBITDA margins 70 basis points year-over-year.”

Mr. Kanders added, “We’ve carried this momentum forward into 2025 and are pleased to have agreed to acquire multiple leading nuclear safety brands, as announced in January. The acquisition of the Engineering Division from Carr’s Group accomplishes multiple key objectives for Cadre, which includes adding scale to our nuclear vertical, growing our international footprint and expanding our nuclear TAM with entry into automation, robotics and nuclear medicine. We continue to evaluate a robust pipeline of additional M&A opportunities consistent with our highly selective key criteria focused on companies with strong margins, leading and defensible market positions, as well as recurring revenues and cash flows.”

Mr. Kanders concluded, “Cadre has established a track record of consistent and stable growth through cycles, and we continue to see a commitment globally to prioritizing public safety and ensuring those who protect and serve us are equipped with the most secure and reliable products. Moving forward, we believe Cadre is ideally positioned to further expand our leadership positions in safety markets, including the nuclear market, and build value for customers and shareholders. While there are a number of uncertainties in the current operating environment, we are confident in Cadre’s long-term outlook and remain focused on taking advantage of both organic and inorganic opportunities ahead.”

Fourth Quarter and Year-End 2024 Operating Results

For the quarter ended December 31, 2024, Cadre generated net sales of $176.0 million, as compared to $124.6 million for the quarter ended December 31, 2023, primarily as a result of recent acquisitions and strong shipments for Armor and Duty Gear.


For the year ended December 31, 2024, Cadre generated net sales of $567.6 million, as compared to $482.5 million for the year ended December 31, 2023, primarily as a result of recent acquisitions and higher demand for armor, duty gear products, and hard goods.

For the quarter ended December 31, 2024, Cadre generated gross profit of $77.2 million, as compared to $49.8 million for the quarter ended December 31, 2023. For the year ended December 31, 2024, Cadre generated gross profit of $233.5 million, as compared to $200.7 million for the prior year period.

Gross profit margin was 43.9% for the quarter ended December 31, 2024, as compared to 39.9% for the quarter ended December 31, 2023, mainly driven by volume leverage on higher shipments. Gross profit margin was 41.1% for the year ended December 31, 2024, as compared to 41.6% for the prior year period.

Net income was $13.0 million for the quarter ended December 31, 2024, as compared to net income of $9.6 million for the quarter ended December 31, 2023, primarily as a result of increased gross profit year over year.

Net income was $36.1 million for the year ended December 31, 2024, as compared to net income of $38.6 million for the prior year period, primarily as a result of an increase in selling, general and administrative expenses from acquisitions, acquisition related costs, higher interest expense and lower productivity, partially offset by favorable pricing and increased volume.

Cadre generated $38.5 million of Adjusted EBITDA for the quarter ended December 31, 2024, as compared to $20.7 million for the quarter ended December 31, 2023. Adjusted EBITDA margin was 21.9% for the quarter ended December 31, 2024, as compared to 16.6% for the prior year period.

Cadre generated $104.8 million of Adjusted EBITDA for the year ended December 31, 2024, as compared to $85.8 million for the prior period. Adjusted EBITDA margin was 18.5% for the year ended December 31, 2023, as compared to 17.8% for the prior year period. 

Product segment gross margin was 45.4% and 42.2% for the fourth quarter and full year 2024, respectively, compared to 40.7% and 43.1% for the prior year periods. 

 

Distribution segment gross margin was 21.8% and 22.5% for the fourth quarter and full year 2024, respectively, compared to 23.9% and 23.5% for the prior year periods. 

Liquidity, Cash Flows and Capital Allocation

Cash and cash equivalents increased by $37.2 million from $87.7 million as of December 31, 2023 to $124.9 million as of December 31, 2024.
Total debt increased by $83.1 million from $140.1 million as of December 31, 2023 to $223.2 million as of December 31, 2024.
Net debt (total debt net of cash and cash equivalents) increased by $45.8 million from $52.4 million as of December 31, 2023 to $98.3 million as of December 31, 2024.
Capital expenditures totaled $1.4 million for the fourth quarter and $5.8 million for the year ended December 31, 2024, compared with $2.7 million for the fourth quarter and $7.0 million for the year ended December 31, 2023.

Expansion of Credit Facilities

On December 23, 2024 Cadre announced the closing of a new credit agreement that provides senior secured credit facilities of up to $590 million and matures in five years. The financing consists of a five-year undrawn revolving credit facility of $175 million, a five-year term loan facility of $225 million, as well as two delayed draw term loans of up to $115 million and $75 million, respectively (collectively, the “Credit Facilities”). The revolving credit facility and $225 million term loan are expected to be used for working capital and general corporate purposes, as well as to refinance existing outstanding debt. Subject to the conditions contained in the Credit Facilities, the $115 million delayed draw term loan is available to the Company for six months from the closing of the facilities to support current acquisition activity, while the $75 million delayed draw term facility is available to the Company for eighteen months from the closing to support future opportunities. The $75 million delayed draw term facility is also available for general corporate


purposes. Combined with $124.9 million of cash and cash equivalents as of December 31, 2024, this provides Cadre with $489.9 million of capital to pursue its growth objectives.

Acquisition of Carr’s Engineering Division

On January 15, 2025, Cadre announced it has entered into a definitive agreement to acquire Carr's Engineering Limited (excluding Chirton Engineering) and Carr's Engineering (US), Inc. (together the “Engineering Division”), each a subsidiary of Carr’s Group plc (“Carr’s Group”), for an enterprise value of £75 million payable in cash at completion. The Engineering Division is comprised of industry-leading brands including Wälischmiller GmbH, CarrsMSM, Bendalls Engineering, NW Total Engineered Solutions, and NuVision Engineering, Inc. With sites in the United Kingdom, Germany and the United States, the Engineering Division designs, manufactures and services equipment, vessels, precision components and remote handling systems for nuclear end-markets. The brands within the Engineering Division are highly complementary to Cadre’s nuclear safety business and, upon closing, will both expand the Company’s presence in international markets and provide entry into new product categories within the nuclear market segment.

Increased Dividend

On January 21, 2025, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.095 per share, or $0.38 per share on an annualized basis, which represents an increase of $0.03 per share, or 8.6% per share, over the previous annualized dividend of $0.35 per share. Cadre's dividend payment was made on February 14, 2025 to shareholders of record as of the close of business on the record date of January 31, 2025. The declaration of any future dividend is subject to the discretion of the Company's Board of Directors.

2025 Outlook

For the full year 2025, Cadre expects to generate net sales in the range of $572 million to $601 million and Adjusted EBITDA in the range of $105 million and $115 million. We expect capital expenditures to be in the range of $7 million to $9 million. This guidance does not include any impact from the recently announced or implemented U.S. tariffs. Cadre has not provided net income guidance due to the inherent difficulty of forecasting certain types of expenses and gains, which affect net income but not Adjusted EBITDA. Therefore, we do not provide a reconciliation of Adjusted EBITDA guidance to net income guidance.

Conference Call

Management will host a conference call on Wednesday, March 12, 2025, at 10:00 a.m. EST to discuss the latest corporate developments and financial results. The dial-in number for callers in the US is (800)-715-9871 and the dial-in number for international callers is 646-307-1963. The access code for all callers is 3272793. A live webcast will also be available on the Company’s website at https://www.cadre-holdings.com/.

A replay of the call will be available through March 26, 2025. To access the replay, please dial 800-770-2030 in the U.S. or +1-609-800-9909 if outside the U.S., and then enter the access code 3272793.

About Cadre

Headquartered in Jacksonville, Florida, Cadre is a global leader in the manufacturing and distribution of safety products. Cadre's equipment provides critical protection to allow users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. The Company's core products include body armor, explosive ordnance disposal equipment, duty gear and nuclear safety products. Our highly engineered products are utilized in over 100 countries by federal, state and local law enforcement, fire and rescue professionals, explosive ordnance disposal teams, and emergency medical technicians. Our key brands include Safariland® and Med-Eng®, amongst others.

Use of Non-GAAP Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The press release contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), (ii) adjusted EBITDA and (iii) adjusted EBITDA margin. The Company believes the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing


operations and enables investors to focus on period- over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this press release. We do not provide a reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the fiscal year 2025 to net income for the fiscal year 2025, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not Adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

Forward-Looking Statements

Please note that in this press release we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this press release, include, but are not limited to, those risks and uncertainties more fully described from time to time in the Company's public reports filed with the Securities and Exchange Commission, including under the section titled “Risk Factors” in the Company's Annual Report on Form 10-K, and/or Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release and speak only as of the date hereof. We assume no obligation to update any forward- looking statements to reflect events or circumstances after the date of this press release.

Contact:

Gray Hudkins

Cadre Holdings, Inc.

203-550-7148

gray.hudkins@cadre-holdings.com

Investor Relations:

The IGB Group

Leon Berman / Matt Berkowitz

212-477-8438 / 212-227-7098


CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

December 31, 

2024

    

2023

Assets

 

  

 

  

Current assets

 

  

 

  

Cash and cash equivalents

$

124,933

$

87,691

Accounts receivable, net

 

93,523

 

58,360

Inventories

 

82,351

 

80,976

Prepaid expenses

 

19,027

 

11,930

Other current assets

 

7,737

 

6,886

Total current assets

 

327,571

 

245,843

Property and equipment, net

45,243

44,647

Operating lease assets

15,454

6,554

Deferred tax assets, net

 

4,552

 

4,004

Intangible assets, net

 

107,544

 

43,472

Goodwill

 

148,157

 

81,667

Other assets

 

4,192

 

4,992

Total assets

$

652,713

$

431,179

Liabilities, Mezzanine Equity and Shareholders' Equity

 

  

 

  

Current liabilities

 

  

 

  

Accounts payable

$

29,644

$

28,418

Accrued liabilities

 

46,413

 

44,524

Income tax payable

 

6,693

 

9,944

Current portion of long-term debt

 

11,375

 

12,320

Total current liabilities

 

94,125

 

95,206

Long-term debt

 

211,830

 

127,812

Long-term operating lease liabilities

10,733

3,186

Deferred tax liabilities

 

18,758

 

4,843

Other liabilities

 

5,752

 

2,970

Total liabilities

 

341,198

 

234,017

Mezzanine equity

 

 

  

Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2024 and December 31, 2023)

 

 

Shareholders' equity

 

 

  

Common stock ($0.0001 par value, 190,000,000 shares authorized, 40,607,988 and 37,587,436 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively)

 

4

 

4

Additional paid-in capital

 

306,821

 

212,630

Accumulated other comprehensive (loss) income

 

(1,389)

 

634

Accumulated earnings (deficit)

 

6,079

 

(16,106)

Total shareholders’ equity

 

311,515

 

197,162

Total liabilities, mezzanine equity and shareholders' equity

$

652,713

$

431,179


CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)

Three Months Ended December 31, 

Year Ended December 31, 

    

2024

    

2023

    

2024

    

2023

Net sales

$

175,984

$

124,583

$

567,561

$

482,532

Cost of goods sold

 

98,797

 

74,825

 

334,080

 

281,806

Gross profit

 

77,187

 

49,758

 

233,481

 

200,726

Operating expenses

 

  

 

  

 

  

 

  

Selling, general and administrative

 

45,046

 

34,904

 

158,323

 

140,519

Restructuring and transaction costs

 

2,386

 

1,060

 

6,007

 

2,192

Related party expense

 

352

 

1,117

 

2,390

 

1,496

Total operating expenses

 

47,784

 

37,081

 

166,720

 

144,207

Operating income

 

29,403

 

12,677

 

66,761

 

56,519

Other expense

 

  

 

  

 

  

 

  

Interest expense

 

(2,191)

 

(804)

 

(7,822)

 

(4,531)

Other (expense) income, net

 

(4,496)

 

541

 

(4,721)

 

936

Total other expense, net

 

(6,687)

 

(263)

 

(12,543)

 

(3,595)

Income before provision for income taxes

 

22,716

 

12,414

 

54,218

 

52,924

Provision for income taxes

 

(9,733)

 

(2,820)

 

(18,085)

 

(14,283)

Net income

$

12,983

$

9,594

$

36,133

$

38,641

Net income per share:

 

  

 

  

 

  

 

  

Basic

$

0.32

$

0.26

$

0.90

$

1.03

Diluted

$

0.32

$

0.25

$

0.90

$

1.02

Weighted average shares outstanding:

 

  

 

  

 

  

 

  

Basic

 

40,607,988

 

37,586,756

 

39,945,982

 

37,533,818

Diluted

 

40,977,622

 

38,125,787

 

40,332,042

 

37,920,488


CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Year Ended December 31, 

    

2024

    

2023

    

2022

Cash Flows From Operating Activities:

 

  

 

  

 

  

Net income

$

36,133

$

38,641

$

5,820

Adjustments to reconcile net income to net cash provided by operating activities:

 

  

 

  

 

  

Depreciation and amortization

 

16,420

 

15,737

 

15,651

Amortization of original issue discount and debt issue costs

 

1,109

 

479

 

740

Amortization of inventory step-up

3,858

4,255

Deferred income taxes

 

(2,064)

 

(210)

 

(1,087)

Stock-based compensation

8,369

9,368

31,858

Remeasurement of contingent consideration

1,185

Provision for losses on accounts receivable

 

764

 

66

 

417

Unrealized foreign exchange transaction loss (gain)

 

1,880

 

(602)

 

1,517

Other loss (gain)

496

(381)

(170)

Changes in operating assets and liabilities, net of impact of acquisitions:

 

 

 

Accounts receivable

 

(24,902)

 

6,602

 

(11,536)

Inventories

 

10,019

 

(10,223)

 

1,162

Prepaid expenses and other assets

 

(5,866)

 

(302)

 

(7,711)

Accounts payable and other liabilities

 

(15,624)

 

14,034

 

5,493

Net cash provided by operating activities

 

31,777

 

73,209

 

46,409

Cash Flows From Investing Activities:

 

  

 

  

 

  

Purchase of property and equipment

 

(5,668)

 

(6,727)

 

(4,494)

Proceeds from disposition of property and equipment

55

207

411

Business acquisitions, net of cash acquired

 

(141,813)

 

 

(55,543)

Net cash used in investing activities

 

(147,426)

 

(6,520)

 

(59,626)

Cash Flows From Financing Activities:

 

  

 

  

 

  

Proceeds from revolving credit facilities

 

5,500

 

 

43,000

Principal payments on revolving credit facilities

 

(5,500)

 

 

(43,000)

Proceeds from term loans

129,422

Principal payments on term loans

 

(43,334)

 

(10,000)

 

(10,116)

Proceeds from insurance premium financing

3,949

3,989

Principal payments on insurance premium financing

 

(2,187)

 

(3,973)

 

(4,952)

Payments for debt issuance costs

(3,105)

Taxes paid in connection with employee stock transactions

(5,311)

(2,725)

(6,300)

Proceeds from secondary offering, net of underwriter discounts

91,776

56,329

Deferred offering costs

(683)

(2,953)

Dividends distributed

 

(13,948)

 

(12,006)

 

(11,509)

Other

37

33

(25)

Net cash provided by (used in) financing activities

 

152,667

 

(24,722)

 

24,463

Effect of foreign exchange rates on cash and cash equivalents

 

224

 

438

 

183

Change in cash and cash equivalents

 

37,242

 

42,405

 

11,429

Cash and cash equivalents, beginning of period

 

87,691

 

45,286

 

33,857

Cash and cash equivalents, end of period

$

124,933

$

87,691

$

45,286

Supplemental Disclosure of Cash Flows Information:

Cash paid for income taxes, net

$

24,207

$

8,729

$

1,395

Cash paid for interest

$

14,431

$

10,090

$

6,109

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Accruals and accounts payable for capital expenditures

$

176

$

234

$

172

Accruals and accounts payable for debt issuance costs

$

166

$

$


CADRE HOLDINGS, INC.

SEGMENT INFORMATION

(Unaudited)

(In thousands)

    

Three Months Ended December 31, 2024

Reconciling

    

Product

Distribution

 Items(1)

    

Total

Net sales

    

$

153,913

    

$

33,782

    

$

(11,711)

    

$

175,984

Cost of goods sold

84,093

26,415

(11,711)

98,797

Gross profit

$

69,820

$

7,367

$

$

77,187

    

Three Months Ended December 31, 2023

Reconciling

    

Product

    

Distribution

    

 Items(1)

    

Total

Net sales

    

$

105,768

    

$

27,777

    

$

(8,962)

    

$

124,583

Cost of goods sold

62,733

21,135

(9,043)

74,825

Gross profit

$

43,035

$

6,642

$

81

$

49,758

    

Year Ended December 31, 2024

Reconciling

    

    Product    

    

Distribution

    

 Items(1)

    

      Total      

Net sales

    

$

497,624

$

105,397

$

(35,460)

    

$

567,561

Cost of goods sold

287,864

81,631

(35,415)

334,080

Gross profit

$

209,760

$

23,766

$

(45)

$

233,481

    

Year Ended December 31, 2023

Reconciling

    

    Product    

    

Distribution

    

 Items(1)

    

      Total      

Net sales

    

$

410,825

$

102,371

$

(30,664)

    

$

482,532

Cost of goods sold

233,937

78,335

(30,466)

281,806

Gross profit

$

176,888

$

24,036

$

(198)

$

200,726


(1)Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments.


CADRE HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands)

 

 

Three Months Ended December 31, 

Year Ended December 31, 

2024

2023

2024

2023

Net income

$

12,983

  

$

9,594

    

$

36,133

  

$

38,641

  

Add back:

 

  

  

 

  

 

 

  

  

 

  

  

Depreciation and amortization

 

4,095

  

 

3,352

 

 

16,420

  

 

15,737

  

Interest expense

 

2,191

  

 

804

 

 

7,822

  

 

4,531

  

Provision for income taxes

 

9,733

  

 

2,820

 

 

18,085

  

 

14,283

  

EBITDA

$

29,002

  

$

16,570

 

$

78,460

  

$

73,192

  

Add back:

 

  

  

 

  

 

 

  

  

 

  

  

Restructuring and transaction costs(1)

 

2,386

  

 

2,060

 

 

7,757

  

 

3,192

  

Other general income(2)

  

 

(92)

 

 

  

 

(92)

Other expense (income), net(3)

 

4,496

  

 

(541)

 

 

4,721

  

 

(936)

  

Stock-based compensation expense(4)

2,114

2,308

8,369

9,368

Stock-based compensation payroll tax expense(5)

14

441

234

LTIP bonus(6)

 

  

 

371

 

 

49

  

 

860

  

Amortization of inventory step-up(7)

7

  

 

 

 

3,858

  

 

Contingent consideration expense(8)

500

  

 

1,185

Adjusted EBITDA

$

38,505

  

$

20,690

 

$

104,840

  

$

85,818

  

Adjusted EBITDA margin(9)

21.9

%

16.6

%

18.5

%

17.8

%


(1)Reflects the “Restructuring and transaction costs” line item on our consolidated statements of operations, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects a $1.8 million fee paid to Kanders & Company, Inc. for services related to the acquisition of Alpha Safety for the year ended December 31, 2024 and a $1.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of ICOR for the year ended December 31, 2023, which are included in related party expense in the Company’s consolidated statements of operations.
(2)Reflects gains from long-lived asset sales.
(3)Reflects the “Other (expense) income, net” line item on our consolidated statements of operations and comprehensive income and primarily includes transaction gains and losses due to fluctuations in foreign currency exchange rates.
(4)Reflects compensation expense related to equity and liability classified stock-based compensation plans.
(5)Reflects payroll taxes associated with vested stock-based compensation awards.
(6)Reflects the cost of a cash-based long-term incentive plan awarded to employees that vests over three years.
(7)Reflects amortization expense related to the step-up inventory adjustment recorded as a result of our recent acquisitions.
(8)Reflects contingent consideration expense related to the acquisition of ICOR.
(9)Reflects Adjusted EBITDA / Net sales for the relevant periods.

Exhibit 99.2

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FOURTH QUARTER 2024

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2 FORWARD-LOOKING STATEMENTS Please note that in this presentation we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this presentation, include, but are not limited to those risks and uncertainties more fully described from time to time in the Company's public reports filed with the Securities and Exchange Commission, including under the section titled “Risk Factors” in the Company's Annual Report on Form 10-K, and/or Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking statements included in this presentation are based upon information available to the Company as of the date of this presentation and speak only as of the date hereof. We assume no obligation to update any forward- looking statements to reflect events or circumstances after the date of this presentation. 2

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TODAY’S PRESENTERS 4 BRAD WILLIAMS President BLAINE BROWERS Chief Financial Officer WARREN KANDERS Chief Executive Officer and Chairman of the Board

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4 AGENDA • Q4 and FY Highlights • Business Overview • Financial Summary • Full Year Outlook • Conclusion and Q&A

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5 CONTINUED EXECUTION IN Q4 AND YTD Cadre continues to deliver on strategic objectives and capitalize on favorable market trends driving strong demand for mission-critical safety equipment Pricing Growth: ✓ Exceeded target Q4 Mix: ✓ Favorable mix driven by Duty Gear volume Orders Backlog: − Backlog flat to PY, Acquisitions +$27M, offset by EOD and Armor projects that shipped in 2024 M&A Execution: ✓ Announced agreement to acquire multiple leading nuclear brands in January 2025 Healthy M&A Funnel: ✓ Continuing to actively evaluate pipeline of opportunities Returned Capital to Shareholders: ✓ Declared 13th consecutive quarterly dividend--increased dividend by $0.03 on an annualized basis Commentary:

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6 LONG-TERM INDUSTRY TAILWINDS SUPPORTING SUSTAINABLE GROWTH OPPORTUNITY Public Safety Tailwinds Nuclear Safety Tailwinds Environmental Safety: Growing DoE environmental liability across multiple sites requiring remediation spend spanning 60+ years National Security: Expanding national defense programs drive consistent and growing demand Nuclear Energy: Increasing global demand for sustainable and clean energy driving investment in nuclear energy, including next gen reactors European leaders continue to advocate for significant increases in defense budgets Police protection expenditures have continued to trend upward even during previous financial and industrial recessions Major US cities continue to increase police budgets

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7 • New administration has shown a continued commitment to prioritizing public safety • Focused on planning contingencies in a rapidly changing environment • Second consecutive year of high-single digit growth in Consumer duty gear channel • At SHOT Show in January, launched new upgraded armor package, as well as Ballast holster, the most advanced duty rated holster in the market North American Law Enforcement Geopolitical Landscape Consumer New Products/ Innovation LATEST MARKET TRENDS

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8 KEY M&A CRITERIA Business Financial Market Leading market position Cost structure where material > labor High cost of substitution Leading and defensible technology Mission -critical to customer Strong brand recognition Recurring revenue profile Asset -light Attractive ROIC Niche market No large -cap competition Resiliency through market cycles

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9 Source: Internal Company forecasts AGREEMENT TO ACQUIRE CARR’S ENGINEERING DIVISION Deepens Exposure to the Nuclear Market, Strengthening Relationships with Key International Customers, and Providing an Entry Point to New Sub-Verticals including Commercial Nuclear and Nuclear Medicine OVERVIEW & STRATEGIC RATIONALE • Leading market position • High cost of substitution • Leading and defensible technology • Strong brand recognition • Attractive ROIC • Niche market • Resiliency thru market cycles CADRE’S KEY M&A CRITERIA MET • In January 2025 announced agreement to acquire the Carr’s Engineering division from Carr’s Group plc for an enterprise value of £75mm • Subject to regulatory approval and expected close in H1 2025 • Set of leading, niche global brands providing products and engineering services for nuclear safety and protection, with additional focus on the rapidly growing nuclear medicine and nuclear fusion categories • Manufacturing and assembly facilities in the U.S., the U.K. and Germany • Expands the nuclear TAM through entry into international channel, and nuclear medicine and nuclear energy markets • £51 million in revenue for FY 2024 (ended August 31, 2024); EBITDA margin consistent with the lower bound of Cadre’s operating model

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10 Q4 Financial Results

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11 1. A non-GAAP financial measure. See slide 21 for definitions and reconciliations to the nearest GAAP measures FOURTH QUARTER AND FULL YEAR 2024 HIGHLIGHTS Q4 2024 Q4 2023 FY 2024 FY 2023 NET SALES $176.0M $124.6M $567.6M $482.5M GROSS MARGIN 43.9% 39.9% 41.1% 41.6% NET INCOME $13.0M / $0.32 per diluted share $9.6M / $0.25 per diluted share $36.1M / $0.90 per diluted share $38.6M / $1.02 per diluted share ADJUSTED EBITDA 1 $38.5M $20.7M $104.8M $85.8M ADJUSTED EBITDA 1 MARGIN 21.9% 16.6% 18.5% 17.8% • Achieved record quarterly revenue, gross margin, adj. EBITDA and adj. EBITDA margin in Q4 • FY revenue increased 18% and adj. EBITDA increased 22% y/y

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12 NET SALES AND ADJUSTED EBITDA NET SALES ($MM) $482.5 $567.6 2023 2024 2025 ADJ. EBITDA1 ($MM) $85.8 $104.8 2023 2024 2025 FY 2025 Guidance Range $572M to $601M FY 2025 Guidance Range $105M to $115M % CAGR 10.3% % Y/Y GROWTH 3.3% at guidance midpoint % CAGR 13.2% % Y/Y GROWTH 4.9% at guidance midpoint 1. A non-GAAP financial measure. See slide 21 for definitions and reconciliations to the nearest GAAP measures

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13 Q4 2024 CAPITAL STRUCTURE December 31, 2024 (in thousands) Cash and cash equivalents $ 124,933 Debt: Revolver $ — Current portion of long-term debt 11,375 Long-term debt 214,001 Capitalized discount/issuance costs (2,171) Total debt, net $ 223,205 Net debt (Total debt net of cash) $ 98,272 Total debt / Adj. EBITDA(1) 2.1 Net debt / Adj. EBITDA(1) 0.9 LTM Adj. EBITDA(1) $ 104,840 1. A non-GAAP financial measure. See slide 21 for definitions and reconciliations to the nearest GAAP measures

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14 2025 MANAGEMENT OUTLOOK 2025 GUIDANCE NET SALES $572M to $601M ADJ. EBITDA $105M to $115M CAPITAL EXPENDITURES $7M to $9M 1. A non-GAAP financial measure. See slide 21 for definitions and reconciliations to the nearest GAAP measures

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CONCLUSION 15 Execution in line with strategic objectives in Q4 Ongoing implementation of Cadre operating model Committed to improving gross and Adj. EBITDA margins Capitalizing on strong macro tailwinds driving demand and visibility for Cadre's mission-critical products Continuously focused on M&A opportunities

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16 APPENDIX

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17 BALANCE SHEET UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) December 31, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents $ 124,933 $ 87,691 Accounts receivable, net 93,523 58,360 Inventories 82,351 80,976 Prepaid expenses 19,027 11,930 Other current assets 7,737 6,886 Total current assets 327,571 245,843 Property and equipment, net 45,243 44,647 Operating lease assets 15,454 6,554 Deferred tax assets, net 4,552 4,004 Intangible assets, net 107,544 43,472 Goodwill 148,157 81,667 Other assets 4,192 4,992 Total assets $ 652,713 $ 431,179 Liabilities, Mezzanine Equity and Shareholders' Equity Current liabilities Accounts payable $ 29,644 $ 28,418 Accrued liabilities 46,413 44,524 Income tax payable 6,693 9,944 Current portion of long-term debt 11,375 12,320 Total current liabilities 94,125 95,206 Long-term debt 211,830 127,812 Long-term operating lease liabilities 10,733 3,186 Deferred tax liabilities 18,758 4,843 Other liabilities 5,752 2,970 Total liabilities 341,198 234,017 Mezzanine equity Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2024 and December 31, 2023) — — Shareholders' equity Common stock ($0.0001 par value, 190,000,000 shares authorized, 40,607,988 and 37,587,436 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively) 4 4 Additional paid-in capital 306,821 212,630 Accumulated other comprehensive (loss) income (1,389) 634 Accumulated earnings (deficit) 6,079 (16,106) Total shareholders’ equity 311,515 197,162 Total liabilities, mezzanine equity and shareholders' equity $ 652,713 $ 431,179

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18 STATEMENT OF OPERATIONS UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Net sales $ 175,984 $ 124,583 $ 567,561 $ 482,532 Cost of goods sold 98,797 74,825 334,080 281,806 Gross profit 77,187 49,758 233,481 200,726 Operating expenses Selling, general and administrative 45,046 34,904 158,323 140,519 Restructuring and transaction costs 2,386 1,060 6,007 2,192 Related party expense 352 1,117 2,390 1,496 Total operating expenses 47,784 37,081 166,720 144,207 Operating income 29,403 12,677 66,761 56,519 Other expense Interest expense (2,191) (804) (7,822) (4,531) Other (expense) income, net (4,496) 541 (4,721) 936 Total other expense, net (6,687) (263) (12,543) (3,595) Income before provision for income taxes 22,716 12,414 54,218 52,924 Provision for income taxes (9,733) (2,820) (18,085) (14,283) Net income $ 12,983 $ 9,594 $ 36,133 $ 38,641 Net income per share: Basic $ 0.32 $ 0.26 $ 0.90 $ 1.03 Diluted $ 0.32 $ 0.25 $ 0.90 $ 1.02 Weighted average shares outstanding: Basic 40,607,988 37,586,756 39,945,982 37,533,818 Diluted 40,977,622 38,125,787 40,332,042 37,920,488

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19 STATEMENT OF CASH FLOWS UNAUDITED (IN THOUSANDS) Year Ended December 31, 2024 2023 Cash Flows From Operating Activities: Net income $ 36,133 $ 38,641 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 16,420 15,737 Amortization of original issue discount and debt issue costs 1,109 479 Amortization of inventory step-up 3,858 — Deferred income taxes (2,064) (210) Stock-based compensation 8,369 9,368 Remeasurement of contingent consideration 1,185 — Provision for losses on accounts receivable 764 66 Unrealized foreign exchange transaction loss (gain) 1,880 (602) Other loss (gain) 496 (381) Changes in operating assets and liabilities, net of impact of acquisitions: Accounts receivable (24,902) 6,602 Inventories 10,019 (10,223) Prepaid expenses and other assets (5,866) (302) Accounts payable and other liabilities (15,624) 14,034 Net cash provided by operating activities 31,777 73,209 Cash Flows From Investing Activities: Purchase of property and equipment (5,668) (6,727) Proceeds from disposition of property and equipment 55 207 Business acquisitions, net of cash acquired (141,813) — Net cash used in investing activities (147,426) (6,520) Continued on next slide

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20 STATEMENT OF CASH FLOWS - CONTINUED UNAUDITED (IN THOUSANDS) Year Ended December 31, 2024 2023 Cash Flows From Financing Activities: Proceeds from revolving credit facilities 5,500 — Principal payments on revolving credit facilities (5,500) — Proceeds from term loans 129,422 — Principal payments on term loans (43,334) (10,000) Proceeds from insurance premium financing — 3,949 Principal payments on insurance premium financing (2,187) (3,973) Payments for debt issuance costs (3,105) — Taxes paid in connection with employee stock transactions (5,311) (2,725) Proceeds from secondary offering, net of underwriter discounts 91,776 — Deferred offering costs (683) — Dividends distributed (13,948) (12,006) Other 37 33 Net cash provided by (used in) financing activities 152,667 (24,722) Effect of foreign exchange rates on cash and cash equivalents 224 438 Change in cash and cash equivalents 37,242 42,405 Cash and cash equivalents, beginning of period 87,691 45,286 Cash and cash equivalents, end of period $ 124,933 $ 87,691 Supplemental Disclosure of Cash Flows Information: Cash paid for income taxes, net $ 24,207 $ 8,729 Cash paid for interest $ 14,431 $ 10,090 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Accruals and accounts payable for capital expenditures $ 176 $ 234 Accruals and accounts payable for debt issuance costs $ 166 $ —

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21 1. Reflects the “Restructuring and transaction costs” line item on our consolidated statements of operations, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects a $1.8 million fee paid to Kanders & Company, Inc. for services related to the acquisition of Alpha Safety for the year ended December 31, 2024 and a $1.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of ICOR for the year ended December 31, 2023, which are included in related party expense in the Company’s consolidated statements of operations. 2. Reflects gains from long-lived asset sales. 3. Reflects the “Other (expense) income, net” line item on our consolidated statements of operations and comprehensive income and primarily includes gains and losses due to fluctuations in foreign currency exchange rates. 4. Reflects compensation expense related to equity and liability classified stock-based compensation plans. 5. Reflects payroll taxes associated with vested stock-based compensation awards. 6. Reflects the cost of a cash-based long-term incentive plan awarded to employees that vests over three years. 7. Reflects amortization expense related to the step-up inventory adjustment recorded as a result of our recent acquisitions. 8. Reflects contingent consideration expense related to the acquisition of ICOR. 9. Reflects Adjusted EBITDA / Net sales for the relevant periods. 21 (IN THOUSANDS) NON-GAAP RECONCILIATION Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Net income $ 12,983 $ 9,594 $ 36,133 $ 38,641 Add back: Depreciation and amortization 4,095 3,352 16,420 15,737 Interest expense 2,191 804 7,822 4,531 Provision for income taxes 9,733 2,820 18,085 14,283 EBITDA $ 29,002 $ 16,570 $ 78,460 $ 73,192 Add back: Restructuring and transaction costs(1) 2,386 2,060 7,757 3,192 Other general income(2) — (92) — (92) Other expense (income), net(3) 4,496 (541) 4,721 (936) Stock-based compensation expense(4) 2,114 2,308 8,369 9,368 Stock-based compensation payroll tax expense(5) — 14 441 234 LTIP bonus(6) — 371 49 860 Amortization of inventory step-up(7) 7 — 3,858 — Contingent consideration expense(8) 500 — 1,185 — Adjusted EBITDA $ 38,505 $ 20,690 $ 104,840 $ 85,818 Adjusted EBITDA margin(9) 21.9 % 16.6 % 18.5 % 17.8 %

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22 USE OF NON-GAAP MEASURES The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The presentation contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), (ii) adjusted EBITDA and (iii) adjusted EBITDA margin. The Company believes the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this presentation. We do not provide a reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the fiscal year 2025 to net income for the fiscal year 2025, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not Adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

v3.25.0.1
Document and Entity Information
Mar. 11, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Mar. 11, 2025
Entity File Number 001-40698
Entity Registrant Name CADRE HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 38-3873146
Entity Address State Or Province FL
Entity Address, Address Line One 13386 International Pkwy
Entity Address, City or Town Jacksonville
Entity Address, Postal Zip Code 32218
City Area Code 904
Local Phone Number 741-5400
Title of 12(b) Security Common Stock, par value $0.0001
Trading Symbol CDRE
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Central Index Key 0001860543
Amendment Flag false

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