Form 8-K - Current report

0001860543false00018605432023-11-082023-11-08

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United States

Securities and Exchange Commission

Washington, D.C. 20549

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Form 8-K

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Current Report

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

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Date of Report (Date of earliest event reported): November 8, 2023

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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)

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​

13386 International Pkwy	32218
Jacksonville, Florida	(Zip Code)
(Address of principal executive offices)

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Registrant’s telephone number, including area code: [phone]

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N/A

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

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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:

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

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

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

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

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

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Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001	CDRE	New York Stock Exchange

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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).

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☒

Emerging growth company

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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.  ☐

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Item 2.02 Results of Operations and Financial Condition

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On November 8, 2023, Cadre Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2023. 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 quarter ended September 30, 2023.

​

The press release and presentation contain the non-GAAP measures earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA margin and last twelve months adjusted EBITDA. 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. 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.

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The information in Items 2.02 and 7.01 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.

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Item 7.01. Regulation FD Disclosure

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The information set forth under Item 2.02 “Results of Operations and Financial Condition” is incorporated into this Item 7.01 by reference.

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Item 9.01. Financial Statements and Exhibits

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(d) Exhibits.

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Exhibit		Description
99.1		Press Release, dated November 8, 2023 (furnished only).
99.2		Slide Presentation for Conference Call held on November 8, 2023 (furnished only).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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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.

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Dated: November 8, 2023

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	CADRE HOLDINGS, INC.
	By:	/s/ Blaine Browers
		Name:Blaine Browers
		Title:Chief Financial Officer

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​

​

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Exhibit 99.1

Cadre Holdings Reports Third Quarter 2023 Financial Results

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Increased Quarterly Revenue, Net Income, and Gross Margin Sequentially and Year-Over-Year

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Second Consecutive Quarter of Record Adjusted EBITDA and Adjusted EBITDA Margin

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Expects Record Full-Year 2023 Net Sales Between $477 to $481 Million and Raises 2023 Full-Year Adjusted EBITDA Guidance Range to $82 to $85 Million

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JACKSONVILLE, Fla., November 8, 2023 – Cadre Holdings, Inc. (NYSE: CDRE) ("Cadre" or "the Company"), a global leader in the manufacturing and distribution of safety and survivability equipment for first responders, announced today its consolidated operating results for the three and nine months ended September 30, 2023.

​

●

Net sales of $125.1 million for the third quarter; net sales of $357.9 million for the nine months ended September 30, 2023

●

Gross profit margin of 42.8% for the third quarter; gross profit margin of 42.2% for the nine months ended September 30, 2023

●

Net income of $11.1 million, or $0.29 per diluted share, for the third quarter; net income of $29.0 million, or $0.77 per diluted share, for the nine months ended September 30, 2023

●

Adjusted EBITDA of $23.7 million for the third quarter; Adjusted EBITDA of $65.1 million for the nine months ended September 30, 2023

●

Adjusted EBITDA margin of 19.0% for the third quarter; Adjusted EBITDA margin of 18.2% for the nine months ended September 30, 2023

●

Declared quarterly cash dividend of $0.08 per share in October 2023

​

“Cadre’s outstanding third quarter is a testament to our team’s continued strategic execution, together with strong, sustained demand for our mission-critical safety and survivability equipment,” said Warren Kanders, CEO and Chairman. “The implementation of the Cadre operating model, focused on constant improvement and the optimization of outcomes, continued to drive our strong financial performance, highlighted by record Adjusted EBITDA margins and gross margins. For the second consecutive quarter, we achieved our highest Adjusted EBITDA in history, while generating increased net sales and net income both sequentially and year-over-year.”

​

Mr. Kanders added, “We are pleased to once again raise our full year Adjusted EBITDA outlook based on Cadre’s outperformance to date and confidence in our businesses’ fundamentals for the remainder of 2023. In both the US and internationally, we have seen a broad push to prioritize public safety and believe Cadre is ideally positioned to capitalize on these secular tailwinds over the medium and long term. We continue to actively pursue M&A opportunities to either enhance our market dominance or enter attractive, new adjacencies consistent with our key criteria. With entrenched positions in law enforcement, first responder and military markets, we are on pace to deliver record full year net sales in 2023 and remain excited about the opportunity to further grow our leading platform of premium safety brands moving forward.”

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Third Quarter and Nine-Month 2023 Operating Results

​

For the quarter ended September 30, 2023, Cadre generated net sales of $125.1 million, as compared to $111.6 million for the quarter ended September 30, 2022. This increase was primarily the result of higher domestic demand for armor products and large international orders for crowd control products, partially offset by decreased agency demand for hard goods.

​

For the nine months ended September 30, 2023, Cadre generated net sales of $357.9 million, as compared to $334.2 million for the prior year period, mainly driven by recent acquisitions and higher demand for armor and crowd control products, partially offset by timing for our EOD products.

​

For the quarter ended September 30, 2023, Cadre generated gross profit of $53.6 million, as compared to $43.7 million for the quarter ended September 30, 2022. For the nine months ended September 30, 2023, Cadre generated gross profit of $151.0 million, as compared to $127.2 million for the prior year period.

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​

Gross profit margin was 42.9% for the quarter ended September 30, 2023, as compared to 39.2% for the quarter ended September 30, 2022. Gross profit margin was 42.2% for the nine months ended September 30, 2023, as compared to 38.0% for the prior year period, mainly driven by favorable pricing and product mix, prior year amortization of inventory step-up related to acquisitions, and productivity, partially offset by inflation.

​

Net income was $11.1 million for the quarter ended September 30, 2023, as compared to a net income of $4.9 million for the quarter ended September 30, 2022. The increase resulted primarily from the change in year-over-year sales and the increase in gross profit margin.

​

Net income was $29.0 million for the nine months ended September 30, 2023, as compared to a net loss of $0.8 million for the prior year period, primarily due to the change in year-over-year sales, the increase in gross profit margin, and a decrease in stock-based compensation expense.

​

Cadre generated $23.7 million of Adjusted EBITDA for the quarter ended September 30, 2023, as compared to $20.7 million for the quarter ended September 30, 2022. Adjusted EBITDA margin was 19.0% for the quarter ended September 30, 2023, as compared to 18.6% for the prior year period.

​

Cadre generated $65.1 million of Adjusted EBITDA for the nine months ended September 30, 2023, as compared to $53.3 million for the prior year period. Adjusted EBITDA margin was 18.2% for the nine months ended September 30, 2023, as compared to 16.0% for the prior year period.

​

Product segment gross margin was 44.3% and 43.9% for the third quarter and first nine months of 2023, respectively, compared to 41.6% and 40.2% for the respective prior year periods.

​

Distribution segment gross margin was 22.7% and 23.3% for the third quarter and first nine months of 2023, respectively, compared to 19.8% and 20.9% for the respective prior year periods.

​

Liquidity, Cash Flows and Capital Allocation

​

●

Cash and cash equivalents increased by $24.1 million from $45.3 million as of December 31, 2022 to $69.4 million as of September 30, 2023.

●

Total debt decreased by $6.1 million from $149.7 million as of December 31, 2022, to $143.6 million as of September 30, 2023.

●

Net debt (total debt net of cash and cash equivalents) decreased by $30.3 million from $104.4 million as of December 31, 2022, to $74.2 million as of September 30, 2023.

●

Capital expenditures totaled $1.8 million for the third quarter and $4.3 million for the nine months ended September 30, 2023, compared with $0.7 million for the third quarter and $3.2 million for the nine months ended September 30, 2022.

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Dividend

​

On October 24, 2023, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.08 per share, or $0.32 per share on an annualized basis. Cadre's dividend payment will be made on November 17, 2023, to shareholders of record as of the close of business on the record date of November 3, 2023. The declaration of any future dividend is subject to the discretion of the Company's Board of Directors.

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2023 Outlook Update

​

As a result of the Company's third-quarter performance and management's outlook for the remainder of the year, Cadre raised the midpoint of its full-year Adjusted EBITDA guidance range and increased net sales guidance. For the full year 2023, Cadre expects to generate net sales in the range of $477 million to $481 million and Adjusted EBITDA in the range of $82 million to $85 million. We expect capital expenditures to be in the range of $7.0 million to $8.0 million.

​

​

​

​

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Conference Call

​

Cadre management will host a conference call on Wednesday, November 8, 2023, at 5:00 PM EST to discuss the latest corporate developments and financial results. The dial-in number for callers in the US is (888)-510-2553 and the dial-in number for international callers is 646-960-0473. The access code for all callers is 1410384. 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 November 22, 2023. To access the replay, please dial 800-770-2030 in the U.S. or [phone] if outside the U.S., and then enter the access code 1410384.

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About Cadre

​

Headquartered in Jacksonville, Florida, Cadre is a global leader in the manufacturing and distribution of safety and survivability products for first responders. 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, and duty gear. 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.

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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, (iii) adjusted EBITDA margin and (iv) last twelve months adjusted EBITDA. 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. 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.

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Forward-Looking Statements

​

Except for historical information, certain matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to all projections and anticipated levels of future performance. Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. Any number of factors could cause actual results to differ materially from projections or forward-looking statements, including without limitation, changes to global, social and political economic conditions, spending patterns of government agencies, competitive pressures, the impact of acquisitions and related integration activities, logistical challenges related to disruptions and delays, product liability claims, the success of new product introductions, currency exchange rate fluctuations and the risks of doing business in the markets in which we operate, including foreign countries. More information on potential factors that could affect the Company’s financial results are more fully described from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and 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.

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Contact:

Gray Hudkins

Cadre Holdings, Inc.

203-550-7148

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[e-mail]

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Investor Relations:

The IGB Group

Leon Berman / Matt Berkowitz

212-477-8438 / 212-227-7098

[e-mail] / [e-mail]

​

Media Contact:

Jonathan Keehner / Andrew Siegel

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

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CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

​	​	​	​	​	​	​
​	​	September 30, 2023			December 31, 2022
Assets		​			​
Current assets		​			​
Cash and cash equivalents	​	$	69,412	​	$	45,286
Accounts receivable, net of allowance for doubtful accounts of $819 and $924, respectively	​	​	61,261	​	​	64,557
Inventories	​		82,546	​		70,273
Prepaid expenses	​		14,667	​		10,091
Other current assets	​		8,836	​		6,811
Total current assets	​		236,722	​		197,018
Property and equipment, net of accumulated depreciation and amortization of $48,994 and $42,694, respectively	​		43,657	​		45,285
Operating lease assets	​	​	6,643	​	​	8,489
Deferred tax assets, net	​		2,299	​		2,255
Intangible assets, net	​		44,333	​		50,695
Goodwill	​		81,212	​		81,576
Other assets	​		5,639	​		6,634
Total assets	​	$	420,505	​	$	391,952
​	​	​	​	​	​	​
Liabilities, Mezzanine Equity and Shareholders' Equity	​			​
Current liabilities	​			​
Accounts payable	​	$	30,733	​	$	23,406
Accrued liabilities	​		38,673	​		38,720
Income tax payable	​		7,049	​		4,584
Liabilities held for sale	​	​	—	​	​	—
Current portion of long-term debt	​		13,251	​		12,211
Total current liabilities	​		89,706	​		78,921
Long-term debt	​		130,309	​		137,476
Long-term operating lease liabilities	​	​	3,603	​	​	4,965
Deferred tax liabilities	​		5,047	​		3,508
Other liabilities	​		1,843	​		1,192
Total liabilities	​		230,508	​		226,062
​	​	​	​	​	​	​
Mezzanine equity	​		​	​
Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2023 and December 31, 2022)	​		—	​		—
​	​	​	​	​	​	​
Shareholders' equity	​		​	​
Common stock ($0.0001 par value, 190,000,000 shares authorized, 37,586,031 and 37,332,271 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)	​		4	​		4
Additional paid-in capital	​		210,543	​		206,540
Accumulated other comprehensive income	​		2,143	​		2,087
Accumulated deficit	​		(22,693)	​		(42,741)
Total shareholders’ equity	​		189,997	​		165,890
Total liabilities, mezzanine equity and shareholders' equity	​	$	420,505	​	$	391,952

​

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CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

2023

2022

2023

2022

Net sales

​

$

125,114

​

$

111,554

​

$

357,949

​

$

334,192

Cost of goods sold

​

71,511

​

67,814

​

206,981

​

207,042

Gross profit

​

53,603

​

43,740

​

150,968

​

127,150

Operating expenses

​

​

​

​

Selling, general and administrative

​

36,314

​

31,732

​

105,615

​

118,431

Restructuring and transaction costs

​

439

​

1,578

​

1,132

​

3,380

Related party expense

​

116

​

112

​

379

​

1,346

Total operating expenses

​

36,869

​

33,422

​

107,126

​

123,157

Operating income

​

16,734

​

10,318

​

43,842

​

3,993

Other expense

​

​

​

​

Interest expense

​

(1,073)

​

(1,567)

​

(3,727)

​

(4,496)

Other (expense) income, net

​

(315)

​

(1,851)

​

395

​

(2,812)

Total other expense, net

​

(1,388)

​

(3,418)

​

(3,332)

​

(7,308)

Income (loss) before provision for income taxes

​

15,346

​

6,900

​

40,510

​

(3,315)

(Provision) benefit for income taxes

​

(4,293)

​

(1,959)

​

(11,463)

​

2,536

Net income (loss)

​

$

11,053

​

$

4,941

​

$

29,047

​

$

(779)

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) per share:

​

​

​

​

Basic

​

$

0.29

​

$

0.13

​

$

0.77

​

$

(0.02)

Diluted

​

$

0.29

​

$

0.13

​

$

0.77

​

$

(0.02)

Weighted average shares outstanding:

​

​

​

​

Basic

​

37,586,031

​

37,289,880

​

37,515,976

​

35,697,891

Diluted

​

37,930,888

​

37,747,614

​

37,830,790

​

35,697,891

​

​

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CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2023			2022
Cash Flows From Operating Activities:		​			​
Net income (loss)	​	$	29,047	​	$	(779)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	​			​
Depreciation and amortization	​		12,385	​		11,319
Amortization of original issue discount and debt issue costs	​		359	​		554
Amortization of inventory step-up	​	​	—	​	​	3,055
Deferred income taxes	​		1,317	​		(2,755)
Stock-based compensation	​	​	7,060	​	​	28,988
Gain on sale of fixed assets	​	​	(98)	​	​	—
Provision for losses on accounts receivable	​		37	​		245
Foreign exchange (gain) loss	​		(243)	​		3,006
Other	​	​	(296)	​	​	—
Changes in operating assets and liabilities, net of impact of acquisitions:	​		​	​		​
Accounts receivable	​		3,429	​		(3,271)
Inventories	​		(12,229)	​		(7,187)
Prepaid expenses and other assets	​		(3,131)	​		986
Accounts payable and other liabilities	​		8,623	​		(4,660)
Net cash provided by operating activities	​		46,260	​		29,501
Cash Flows From Investing Activities:	​			​
Purchase of property and equipment	​		(4,248)	​		(2,938)
Proceeds from disposition of property and equipment	​	​	206	​	​	—
Business acquisitions, net of cash acquired	​		—	​		(55,039)
Net cash used in investing activities	​		(4,042)	​		(57,977)
Cash Flows From Financing Activities:	​			​
Proceeds from revolving credit facilities	​		—	​		43,000
Principal payments on revolving credit facilities	​		—	​		(43,000)
Principal payments on term loans	​		(7,500)	​		(7,514)
Proceeds from insurance premium financing	​	​	3,949	​	​	3,989
Principal payments on insurance premium financing	​		(2,909)	​		(3,878)
Payment of capital leases	​		—	​		(26)
Taxes paid in connection with employee stock transactions	​	​	(2,725)	​	​	(6,216)
Proceeds from secondary offering, net of underwriter discounts	​	​	—	​	​	56,329
Deferred offering costs	​	​	—	​	​	(2,953)
Dividends distributed	​		(8,999)	​		(8,521)
Net cash (used in) provided by financing activities	​		(18,184)	​		31,210
Effect of foreign exchange rates on cash and cash equivalents	​		92	​		(241)
Change in cash and cash equivalents	​		24,126	​		2,493
Cash and cash equivalents, beginning of period	​		45,286	​		33,857
Cash and cash equivalents, end of period	​	$	69,412	​	$	36,350
Supplemental Disclosure of Cash Flows Information:	​	​	​	​	​	​
Cash paid for income taxes, net	​	$	7,923	​	$	710
Cash paid for interest	​	$	7,389	​	$	3,860
Supplemental Disclosure of Non-Cash Investing and Financing Activities:	​	​	​	​	​	​
Accruals and accounts payable for capital expenditures	​	$	24	​	$	272

​

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CADRE HOLDINGS, INC.

SEGMENT INFORMATION

(Unaudited)

(In thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2023

​

​

​

​

​

​

​

​

Reconciling

​

​

​

​

Product

​

Distribution

​

Items(1)

Total

Net sales

$

108,495

$

24,208

$

(7,589)

$

125,114

Cost of goods sold

​

​

60,380

​

​

18,724

​

​

(7,593)

​

​

71,511

Gross profit

​

$

48,115

​

$

5,484

​

$

4

​

$

53,603

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2022

​

​

​

​

​

​

​

​

Reconciling

​

​

​

​

Product

Distribution

Items(1)

Total

Net sales

$

92,718

$

26,012

$

(7,176)

$

111,554

Cost of goods sold

​

​

54,125

​

​

20,859

​

​

(7,170)

​

​

67,814

Gross profit

​

$

38,593

​

$

5,153

​

$

(6)

​

$

43,740

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2023

​

​

​

​

​

​

​

​

Reconciling

​

​

​

​

Product

Distribution

Items(1)

Total

Net sales

$

305,057

$

74,594

$

(21,702)

$

357,949

Cost of goods sold

​

​

171,204

​

​

57,200

​

​

(21,423)

​

​

206,981

Gross profit

​

$

133,853

​

$

17,394

​

$

(279)

​

$

150,968

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2022

​

​

​

​

​

​

​

​

Reconciling

​

​

​

​

Product

Distribution

Items(1)

Total

Net sales

$

277,941

$

73,836

​

$

(17,585)

$

334,192

Cost of goods sold

​

​

166,192

​

$

58,437

​

$

(17,587)

​

​

207,042

Gross profit

​

$

111,749

​

$

15,399

​

$

2

​

$

127,150

​

​

​

---

(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)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended

​

Three Months

​

Three Months Ended

​

Nine Months Ended

​

Last Twelve

​

​

December 31,

​

Ended June 30,

​

September 30,

​

September 30,

​

Months

​

​

2022

​

2023

​

2023

​

2022

​

2023

​

2022

​

September 30, 2023

Net income (loss)

​

$

5,820

​

$

10,992

​

$

11,053

​

$

4,941

​

$

29,047

​

$

(779)

​

$

35,646

Add back:

​

​

​

​

​

​

​

Depreciation and amortization

​

15,651

​

3,959

​

4,165

​

3,939

​

12,385

​

11,319

​

16,717

Interest expense

​

6,206

​

1,013

​

1,073

​

1,567

​

3,727

​

4,496

​

5,437

Provision (benefit) for income taxes

​

3,553

​

4,229

​

4,293

​

1,959

​

11,463

​

(2,536)

​

17,552

EBITDA

​

$

31,230

​

$

20,193

​

$

20,584

​

$

12,406

​

$

56,622

​

$

12,500

​

$

75,352

Add back:

​

​

​

​

​

​

​

Restructuring and transaction costs(1)

​

5,355

​

693

​

439

​

1,578

​

1,132

​

4,380

​

2,107

Other general income(2)

​

​

(159)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(159)

Other expense (income), net(3)

​

1,137

​

(346)

​

315

​

1,851

​

(395)

​

2,812

​

(2,070)

Stock-based compensation expense(4)

​

​

32,239

​

​

2,105

​

​

2,208

​

​

2,820

​

​

7,060

​

​

29,361

​

​

9,938

Stock-based compensation payroll tax expense(5)

​

​

305

​

​

—

​

​

—

​

​

—

​

​

220

​

​

305

​

​

220

LTIP bonus(6)

​

1,369

​

160

​

185

​

375

​

489

​

933

​

925

Amortization of inventory step-up(7)

​

​

4,255

​

​

—

​

​

—

​

​

1,711

​

​

—

​

​

3,055

​

​

1,200

Adjusted EBITDA

​

$

75,731

​

$

22,805

​

$

23,731

​

$

20,741

​

$

65,128

​

$

53,346

​

$

87,513

Adjusted EBITDA margin(8)

​

16.5

%

18.8

%

19.0

%

18.6

%

18.2

%

16.0

%

​

​

​

​

​

---

(1)

Reflects the “Restructuring and transaction costs” line item on our condensed consolidated statement of operations, which primarily includes transaction costs composed of legal and consulting fees, and $1.0 million paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, for services related to the acquisition of Cyalume, which is included in related party expense in the Company’s consolidated statements of operations for the year ended December 31, 2022.

(2)	Reflects the “Other general income” line item on our condensed consolidated statement of operations and includes a gain from a long-lived asset sale.

(3)	Reflects the “Other (income) expense, net” line item on our condensed consolidated statement of operations and primarily includes gains and losses on foreign currency transactions.

(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 Adjusted EBITDA / Net Sales for the relevant periods.

---

Exhibit 99.2

THIRD QUARTER 2023

2 FORWARD-LOOKING STATEMENTS Except for historical information, certain matters discussed in this presentation may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to all projections and anticipated levels of future performance. Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. Any number of factors could cause actual results to differ materially from projections or forward-looking statements, including without limitation, changes to global economic, social and political conditions, spending patterns of government agencies, competitive pressures, the impact of acquisitions and related integration activities, logistical challenges related to disruptions and delays, product liability claims, the success of new product introductions, currency exchange rate fluctuations and the risks of doing business in the markets in which we operate, including foreign countries. More information on potential factors that could affect the Company’s financial results are more fully described from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and 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

TODAY’S PRESENTERS 3 BRAD WILLIAMS President BLAINE BROWERS Chief Financial Officer WARREN KANDERS Chief Executive Officer and Chairman of the Board

4 AGENDA • Q3 Highlights • Business Overview • Financial Summary • Full Year Outlook • Conclusion and Q&A

5 CONTINUED EXECUTION IN Q3 Cadre continues to deliver on strategic objectives, generating record quarterly Adj. EBITDA and achieving significant margin expansion Pricing Growth: ✓ Exceeded target Q3 Mix: ✓ Favorable armor demand resulted in continued solid product and portfolio mix Orders Backlog: ✓ Increased by $8.3 million in 2023, driven by higher demand for EOD products Healthy M&A Funnel: ✓ Continue to actively evaluate pipeline of opportunities Returned Capital to Shareholders: ✓ Declared eighth consecutive quarterly dividend of $0.08 Commentary:

6 MACRO TAILWINDS SUPPORT LONG TERM SUSTAINABLE GROWTH OPPORTUNITY Two-thirds of all NATO countries spend less than 2% of GDP targets on defense and security Amidst current geopolitical turmoil, European leaders have advocated 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 The American Rescue Plan provides $350 billion to hire more police

7 • Spend per officer increasing but police departments still struggling to fill open positions • Larger opportunities to provide safety and survivability equipment—primarily EOD products—as war in Ukraine de-escalates • Improving supply chain with limited pockets of extended lead times • Managing labor force for long-term • Demand for Cadre’s products is strong with new product introductions driving growth • Continue to hear positive feedback on HyperX tactical armor platform, Xpertfit 3D body sizing app and SafariVault line of holsters North American Law Enforcement Geopolitical Landscape Supply Chain/ Labor Consumer LATEST MARKET TRENDS New Products/ Innovation

81320 CADRE'S KEY M&ACRITERIA Niche market No large-cap competition Leading market position Cost structurewherematerial> labor Leading and defensible technology High cost of substitution Mission-critical tocustomer Recurring revenueprofile Asset-light Business Financial Market Strong brandrecognition Attractive ROIC Resiliency through market cycles CADRE'S KEY M&A CRITERIA 8

9 THIRD QUARTER 2023 FINANCIAL PERFORMANCE 1. Non-GAAP financial measures. See slide 19 for definitions and reconciliations to the nearest GAAP measures • Second consecutive quarter of record adjusted EBITDA and adjusted EBITDA margin • Achieved pricing growth that exceeded target and grew orders backlog YTD Q3 2023 Q2 2023 Q3 2022 NET SALES $125.1M $121.1M $111.6M GROSS MARGIN 42.9% 41.9% 39.2% NET INCOME $11.1M / $0.29 per diluted share $11.0M / $0.29 per diluted share $4.9M / $0.13 per diluted share ADJUSTED EBITDA 1 $23.7M $22.8M $20.7M ADJUSTED EBITDA MARGIN 1 19.0% 18.8% 18.6%

10 Current Period Net Sales and Adj. EBITDA Full Year Guidance for Net Sales and Adj. EBITDA NET SALES AND ADJUSTED EBITDA NET SALES ($MM) $334.2M 3Q22 $357.9M 3Q23 FY 2022 $457.8M FY 2023 Guidance Range $477M to $481M 2022 2023 YTD % Y/Y GROWTH 7.1% % Y/Y GROWTH 5 % at Guidance Midpoint ADJ. EBITDA1 ($MM) FY 2022 $75.7m $65.1M 3Q23 FY 2023 Guidance Range $82M to $85M 2022 2023 YTD % Y/Y GROWTH 22.1% 1. A non-GAAP financial measure. See slide 19 for definitions and reconciliations to the nearest GAAP measures $53.3M 3Q22 % Y/Y GROWTH 10% at Guidance Midpoint

11 Q3 2023 CAPITAL STRUCTURE 1. Non-GAAP financial measures. See slide 19 for definitions and reconciliations to the nearest GAAPmeasures September 30, 2023 (in thousands) Cash and cash equivalents $ 69,412 Debt: Revolver $ — Current portion of long-term debt 13,251 Long-term debt 131,573 Capitalized discount/issuance costs (1,264) Total debt, net $ 143,560 Net debt (Total debt net of cash) $ 74,148 Total debt / Adj. EBITDA(1) 1.6 Net debt / Adj. EBITDA(1) 0.8 LTM Adj. EBITDA(1) $ 87,513

12 2023 MANAGEMENT OUTLOOK 2023 GUIDANCE NET SALES $477M to $481M Previous: $472M to $484M ADJ. EBITDA $82M to $85M Previous: $80M to $84M CAPITAL EXPENDITURES $7M to $8M 1. A non-GAAP financial measure. See slide 19 for definitions and reconciliations to the nearest GAAP measures

CONCLUSION 13 Outstanding execution in Q3 Revenue, Net Income and Adjusted EBITDA Growth Y/Y 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

14 APPENDIX

15 BALANCE SHEET UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) September 30, 2023 December 31, 2022 Assets Current assets Cash and cash equivalents $ 69,412 $ 45,286 Accounts receivable, net of allowance for doubtful accounts of $819 and $924, respectively 61,261 64,557 Inventories 82,546 70,273 Prepaid expenses 14,667 10,091 Other current assets 8,836 6,811 Total current assets 236,722 197,018 Property and equipment, net of accumulated depreciation and amortization of $48,994 and $42,694, respectively 43,657 45,285 Operating lease assets 6,643 8,489 Deferred tax assets, net 2,299 2,255 Intangible assets, net 44,333 50,695 Goodwill 81,212 81,576 Other assets 5,639 6,634 Total assets $ 420,505 $ 391,952 Liabilities, Mezzanine Equity and Shareholders' Equity Current liabilities Accounts payable $ 30,733 $ 23,406 Accrued liabilities 38,673 38,720 Income tax payable 7,049 4,584 Liabilities held for sale — — Current portion of long-term debt 13,251 12,211 Total current liabilities 89,706 78,921 Long-term debt 130,309 137,476 Long-term operating lease liabilities 3,603 4,965 Deferred tax liabilities 5,047 3,508 Other liabilities 1,843 1,192 Total liabilities 230,508 226,062 Mezzanine equity Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2023 and December 31, 2022) — — Shareholders' equity Common stock ($0.0001 par value, 190,000,000 shares authorized, 37,586,031 and 37,332,271 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively) 4 4 Additional paid-in capital 210,543 206,540 Accumulated other comprehensive income 2,143 2,087 Accumulated deficit (22,693) (42,741) Total shareholders’ equity 189,997 165,890 Total liabilities, mezzanine equity and shareholders' equity $ 420,505 $ 391,952

16 STATEMENT OF OPERATIONS UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales $ 125,114 $ 111,554 $ 357,949 $ 334,192 Cost of goods sold 71,511 67,814 206,981 207,042 Gross profit 53,603 43,740 150,968 127,150 Operating expenses Selling, general and administrative 36,314 31,732 105,615 118,431 Restructuring and transaction costs 439 1,578 1,132 3,380 Related party expense 116 112 379 1,346 Total operating expenses 36,869 33,422 107,126 123,157 Operating income 16,734 10,318 43,842 3,993 Other expense Interest expense (1,073) (1,567) (3,727) (4,496) Other (expense) income, net (315) (1,851) 395 (2,812) Total other expense, net (1,388) (3,418) (3,332) (7,308) Income (loss) before provision for income taxes 15,346 6,900 40,510 (3,315) (Provision) benefit for income taxes (4,293) (1,959) (11,463) 2,536 Net income (loss) $ 11,053 $ 4,941 $ 29,047 $ (779) Net income (loss) per share: Basic $ 0.29 $ 0.13 $ 0.77 $ (0.02) Diluted $ 0.29 $ 0.13 $ 0.77 $ (0.02) Weighted average shares outstanding: Basic 37,586,031 37,289,880 37,515,976 35,697,891 Diluted 37,930,888 37,747,614 37,830,790 35,697,891

17 STATEMENT OF CASH FLOWS UNAUDITED (IN THOUSANDS) Nine Months Ended September 30, 2023 2022 Cash Flows From Operating Activities: Net income (loss) $ 29,047 $ (779) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 12,385 11,319 Amortization of original issue discount and debt issue costs 359 554 Amortization of inventory step-up — 3,055 Deferred income taxes 1,317 (2,755) Stock-based compensation 7,060 28,988 Gain on sale of fixed assets (98) — Provision for losses on accounts receivable 37 245 Foreign exchange (gain) loss (243) 3,006 Other (296) — Changes in operating assets and liabilities, net of impact of acquisitions: Accounts receivable 3,429 (3,271) Inventories (12,229) (7,187) Prepaid expenses and other assets (3,131) 986 Accounts payable and other liabilities 8,623 (4,660) Net cash provided by operating activities 46,260 29,501 Cash Flows From Investing Activities: Purchase of property and equipment (4,248) (2,938) Proceeds from disposition of property and equipment 206 — Business acquisitions, net of cash acquired — (55,039) Net cash used in investing activities (4,042) (57,977) Continued on next slide

18 STATEMENT OF CASH FLOWS - CONTINUED UNAUDITED (IN THOUSANDS) Nine Months Ended September 30, 2023 2022 Cash Flows From Financing Activities: Proceeds from revolving credit facilities — 43,000 Principal payments on revolving credit facilities — (43,000) Principal payments on term loans (7,500) (7,514) Proceeds from insurance premium financing 3,949 3,989 Principal payments on insurance premium financing (2,909) (3,878) Payment of capital leases — (26) Taxes paid in connection with employee stock transactions (2,725) (6,216) Proceeds from secondary offering, net of underwriter discounts — 56,329 Deferred offering costs — (2,953) Dividends distributed (8,999) (8,521) Net cash (used in) provided by financing activities (18,184) 31,210 Effect of foreign exchange rates on cash and cash equivalents 92 (241) Change in cash and cash equivalents 24,126 2,493 Cash and cash equivalents, beginning of period 45,286 33,857 Cash and cash equivalents, end of period $ 69,412 $ 36,350 Supplemental Disclosure of Cash Flows Information: Cash paid for income taxes, net $ 7,923 $ 710 Cash paid for interest $ 7,389 $ 3,860 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Accruals and accounts payable for capital expenditures $ 24 $ 272

19 1. Reflects the “Restructuring and transaction costs” line item on our condensed consolidated statement of operations, which primarily includes transaction costs composed of legal and consulting fees, and $1.0 million paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, for services related to the acquisition of Cyalume, which is included in related party expense in the Company’s consolidated statements of operations for the year ended December 31, 2022. 2. Reflects the “Other general income” line item on our condensed consolidated statement of operations and includes a gain from a long-lived asset sale. 3. Reflects the “Other (income) expense, net” line item on our condensed consolidated statement of operations and primarily includes gains and losses on foreign currency transactions. 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 Adjusted EBITDA / Net Sales for the relevant periods. 19 (IN THOUSANDS) NON-GAAP RECONCILIATION Year ended Three Months Three Months Ended Nine Months Ended Last Twelve December 31, Ended June 30, September 30, September 30, Months 2022 2023 2023 2022 2023 2022 September 30, 2023 Net income (loss) $ 5,820 $ 10,992 $ 11,053 $ 4,941 $ 29,047 $ (779) $ 35,646 Add back: Depreciation and amortization 15,651 3,959 4,165 3,939 12,385 11,319 16,717 Interest expense 6,206 1,013 1,073 1,567 3,727 4,496 5,437 Provision (benefit) for income taxes 3,553 4,229 4,293 1,959 11,463 (2,536) 17,552 EBITDA $ 31,230 $ 20,193 $ 20,584 $ 12,406 $ 56,622 $ 12,500 $ 75,352 Add back: Restructuring and transaction costs(1) 5,335 693 439 1,578 1,132 4,380 2,107 Other general income(2) (159) — — — — — (159) Other expense (income), net(3) 1,137 (346) 315 1,851 (395) 2,812 (2,070) Stock-based compensation expense(4) 32,239 2,105 2,208 2,820 7,060 29,361 9,938 Stock-based compensation payroll tax expense(5) 305 — — — 220 305 220 LTIP bonus(6) 1,369 160 185 375 489 933 925 Amortization of inventory step-up(7) 4,255 — — 1,711 — 3,055 1,200 Adjusted EBITDA $ 75,731 $ 22,805 $ 23,731 $ 20,741 $ 65,128 $ 53,346 $ 87,513 Adjusted EBITDA margin(8) 16.5% 18.8% 19.0 % 18.6 % 18.2 % 16.0 %

Document and Entity Information	Nov. 08, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 08, 2023
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

---