Form 8-K - Current report

0001860543false00018605432024-11-062024-11-06

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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 6, 2024

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CADRE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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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 6, 2024, Cadre Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 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 quarter ended September 30, 2024.

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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. We do not provide a reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the fiscal year 2024 to net income for the fiscal year 2024, 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.

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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.

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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 6, 2024 (furnished only).
99.2		Slide Presentation for Conference Call to be held on November 6, 2024 (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 6, 2024

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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 2024 Financial Results

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Favorable Market Trends Continue to Drive Strong Demand for Cadre’s Mission Critical Safety Equipment

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JACKSONVILLE, Fla., November 6, 2024 – 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 three and nine months ended September 30, 2024.

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●

Net sales of $109.4 million for the third quarter; net sales of $391.6 million for the nine months ended September 30, 2024.

●

Gross profit margin of 36.6% for the third quarter; gross profit margin of 39.9% for the nine months ended September 30, 2024.

●

Net income of $3.7 million, or $0.09 per diluted share, for the third quarter; net income of $23.2 million, or $0.58 per diluted share, for the nine months ended September 30, 2024.

●

Adjusted EBITDA of $13.5 million for the third quarter; Adjusted EBITDA of $66.3 million for the nine months ended September 30, 2024.

●

Adjusted EBITDA margin of 12.4% for the third quarter; Adjusted EBITDA margin of 16.9% for the nine months ended September 30, 2024.

●

Declared quarterly cash dividend of $0.0875 per share in October 2024.

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“During the third quarter we continued to see strong and recurring demand for Cadre’s best-in-class, mission-critical safety equipment,” said Warren Kanders, CEO and Chairman. “While events unrelated to business macros have impacted our short-term financial performance, we’ve been pleased with the teams’ overall progress and execution leveraging the Cadre operating model to drive constant organizational improvement and create greater value for customers and shareholders. Cadre continues to benefit from an innovative product offering, premium brands, and leading positions across our law enforcement, first responder, military and nuclear markets, supported by outstanding leadership.”

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Mr. Kanders added, “Cadre’s resilience through cycles is a primary strength of our business, highlighted by the Company’s track record of consistent and stable growth regardless of economic, political or geopolitical conditions. We remain focused on taking advantage of the favorable industry trends fueling strong global demand for our highly engineered safety products. With a robust M&A pipeline, we continue to diligently evaluate potential transactions to add complementary businesses with strong margins, leading and defensible market positions, and recurring revenue profiles. We are confident in Cadre's forward outlook and believe we are ideally positioned to further expand our platforms and enhance our market leadership positions.”

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Third Quarter and Nine-Month 2024 Operating Results

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For the quarter ended September 30, 2024, Cadre generated net sales of $109.4 million, as compared to $125.1 million for the quarter ended September 30, 2023. This was primarily a result of the cybersecurity incident that Cadre reported in July 2024 and a subsequent, negligible cybersecurity incident that occurred in September 2024. Each of these incidents led the Company to take certain containment and mitigation measures out of an abundance of caution, resulting in temporary interruptions or disruptions of normal business operations for select business units, which temporarily impacted the Company’s production and order fulfillment activities.

​

For the nine months ended September 30, 2024, Cadre generated net sales of $391.6 million, as compared to $357.9 million for the nine months ended September 30, 2023, primarily as a result of recent acquisitions and higher demand for armor and duty gear products, partially offset by the cybersecurity incidents.

​

For the quarter ended September 30, 2024, Cadre generated gross profit of $40.0 million, as compared to $53.6 million for the quarter ended September 30, 2023. For the nine months ended September 30, 2024, Cadre generated gross profit of $156.3 million, as compared to $151.0 million for the prior year period.

​

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Gross profit margin was 36.6% for the quarter ended September 30, 2024, as compared to 42.8% for the quarter ended September 30, 2023, mainly driven by lower productivity in the Product segment due to the cybersecurity incidents and the amortization of inventory step up adjustments related to 2024 acquisitions, as well as unfavorable mix in the Distribution segment. Gross profit margin was 39.9% for the nine months ended September 30, 2024, as compared to 42.2% for the prior year period.

​

Net income was $3.7 million for the quarter ended September 30, 2024, as compared to net income of $11.1 million for the quarter ended September 30, 2023. The decrease resulted primarily from reduced gross profit driven by lower productivity and lower revenue due to the cybersecurity incidents.

​

Net income was $23.2 million for the nine months ended September 30, 2024, as compared to net income of $29.0 million for the prior year period, primarily as a result of an increase in gross profit driven by recent acquisitions, offset by an increase in selling, general and administrative expenses.

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Cadre generated $13.5 million of Adjusted EBITDA for the quarter ended September 30, 2024, as compared to $23.7 million for the quarter ended September 30, 2023. Adjusted EBITDA margin was 12.4% for the quarter ended September 30, 2024, as compared to 19.0% for the prior year period.

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Cadre generated $66.3 million of Adjusted EBITDA for the nine months ended September 30, 2024, as compared to $65.1 million for the prior period. Adjusted EBITDA margin was 16.9% for the nine months ended September 30, 2023, as compared to 18.2% for the prior year period. 

​

Product segment gross margin was 37.4% and 40.7% for the third quarter and first nine months of 2024, respectively, compared to 44.3% and 43.9% for the prior year periods. 

 

Distribution segment gross margin was 21.9% and 22.9% for the third quarter and first nine months of 2024, respectively, compared to 22.7% and 23.3% for the prior year periods. 

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Liquidity, Cash Flows and Capital Allocation

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●

Cash and cash equivalents increased by $5.3 million from $87.7 million as of December 31, 2023 to $93.0 million as of September 30, 2024.

●

Total debt increased by $68.0 million from $140.1 million as of December 31, 2023 to $208.1 million as of September 30, 2024.

●

Net debt (total debt net of cash and cash equivalents) increased by $62.7 million from $52.4 million as of December 31, 2023 to $115.1 million as of September 30, 2024.

●

Capital expenditures totaled $1.1 million for the third quarter and $4.5 million for the nine months ended September 30, 2024, compared with $1.8 million for the third quarter and $4.3 million for the nine months ended September 30, 2023.

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Dividend

​

On October 22, 2024, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.0875 per share, or $0.35 per share on an annualized basis. Cadre's dividend payment will be made on November 15, 2024 to shareholders of record as of the close of business on the record date of November 1, 2024. The declaration of any future dividend is subject to the discretion of the Company's Board of Directors.

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2024 Outlook

​

Following the July cybersecurity incident and subsequent incident that occurred in September 2024, Cadre has implemented a number of countermeasures to improve the Company’s infrastructure and will continue implementing additional countermeasures to protect its systems and data. Cadre has engaged a number of outside experts to assist in this effort. The Company believes it has contained the threat posed by the cybersecurity incidents and their associated risks and has resumed all affected business operations. The incidents caused Cadre to limit production to a greater extent than was originally forecasted in a number of its facilities during the investigation and remediation periods. As a result, the Company has modified its full year guidance for 2024 and now expects to generate net sales in the range of $560

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million to $571 million and Adjusted EBITDA in the range of $101 million and $107 million. We expect capital expenditures to be in the range of $6 million to $8 million.

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Conference Call

​

Management will host a conference call on Wednesday, November 6, 2024, at 5:00 p.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/.

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A replay of the call will be available through November 20, 2024. 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 3272793.

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About Cadre

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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.

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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. We do not provide a reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the fiscal year 2024 to net income for the fiscal year 2024, 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, potential legal, reputational, operational and financial effects on the Company resulting from the cybersecurity incident that the Company reported in July 2024 and/or future cybersecurity incidents on the Company’s business, operations and financial results as well as the effectiveness of the Company’s response and mitigation efforts to any such cybersecurity incidents, as well as 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

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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

[e-mail]

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Investor Relations:

The IGB Group

Leon Berman / Matt Berkowitz

212-477-8438 / 212-227-7098

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CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

​	​	​	​	​	​	​
​	​	September 30, 2024			December 31, 2023
Assets		​			​
Current assets		​			​
Cash and cash equivalents	​	$	92,989	​	$	87,691
Accounts receivable, net of allowance for doubtful accounts of $1,317 and $635, respectively	​	​	69,432	​	​	58,360
Inventories	​		99,583	​		80,976
Prepaid expenses	​		15,603	​		11,930
Other current assets	​		8,305	​		6,886
Total current assets	​		285,912	​		245,843
Property and equipment, net of accumulated depreciation and amortization of $53,098 and $50,968, respectively	​		46,221	​		44,647
Operating lease assets	​	​	16,922	​	​	6,554
Deferred tax assets, net	​		3,870	​		4,004
Intangible assets, net	​		111,024	​		43,472
Goodwill	​		148,944	​		81,667
Other assets	​		3,722	​		4,992
Total assets	​	$	616,615	​	$	431,179
​	​	​	​	​	​	​
Liabilities, Mezzanine Equity and Shareholders' Equity	​			​
Current liabilities	​			​
Accounts payable	​	$	27,565	​	$	28,418
Accrued liabilities	​		47,241	​		44,524
Income tax payable	​		7,141	​		9,944
Current portion of long-term debt	​		13,134	​		12,320
Total current liabilities	​		95,081	​		95,206
Long-term debt	​		194,949	​		127,812
Long-term operating lease liabilities	​	​	12,032	​	​	3,186
Deferred tax liabilities	​		8,782	​		4,843
Other liabilities	​		5,490	​		2,970
Total liabilities	​		316,334	​		234,017
​	​	​	​	​	​	​
Mezzanine equity	​		​	​
Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 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 September 30, 2024 and December 31, 2023, respectively)	​		4	​		4
Additional paid-in capital	​		304,707	​		212,630
Accumulated other comprehensive (loss) income	​		(1,079)	​		634
Accumulated deficit	​		(3,351)	​		(16,106)
Total shareholders’ equity	​		300,281	​		197,162
Total liabilities, mezzanine equity and shareholders' equity	​	$	616,615	​	$	431,179

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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,

​

2024

2023

2024

2023

Net sales

​

$

109,408

​

$

125,114

​

$

391,577

​

$

357,949

Cost of goods sold

​

69,392

​

71,511

​

235,283

​

206,981

Gross profit

​

40,016

​

53,603

​

156,294

​

150,968

Operating expenses

​

​

​

​

Selling, general and administrative

​

33,981

​

36,314

​

113,277

​

105,615

Restructuring and transaction costs

​

515

​

439

​

3,621

​

1,132

Related party expense

​

94

​

116

​

2,038

​

379

Total operating expenses

​

34,590

​

36,869

​

118,936

​

107,126

Operating income

​

5,426

​

16,734

​

37,358

​

43,842

Other expense

​

​

​

​

Interest expense

​

(1,991)

​

(1,073)

​

(5,631)

​

(3,727)

Other income (expense), net

​

1,555

​

(315)

​

(225)

​

395

Total other expense, net

​

(436)

​

(1,388)

​

(5,856)

​

(3,332)

Income before provision for income taxes

​

4,990

​

15,346

​

31,502

​

40,510

Provision for income taxes

​

(1,335)

​

(4,293)

​

(8,352)

​

(11,463)

Net income

​

$

3,655

​

$

11,053

​

$

23,150

​

$

29,047

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income per share:

​

​

​

​

Basic

​

$

0.09

​

$

0.29

​

$

0.58

​

$

0.77

Diluted

​

$

0.09

​

$

0.29

​

$

0.58

​

$

0.77

Weighted average shares outstanding:

​

​

​

​

Basic

​

40,607,988

​

37,586,031

​

39,723,702

​

37,515,976

Diluted

​

40,949,461

​

37,930,888

​

40,118,729

​

37,830,790

​

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CADRE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2024			2023
Cash Flows From Operating Activities:		​			​
Net income	​	$	23,150	​	$	29,047
Adjustments to reconcile net income to net cash provided by operating activities:	​			​
Depreciation and amortization	​		12,325	​		12,385
Amortization of original issue discount and debt issue costs	​		787	​		359
Amortization of inventory step-up	​	​	3,851	​	​	—
Deferred income taxes	​		(11,627)	​		1,317
Stock-based compensation	​	​	6,255	​	​	7,060
Remeasurement of contingent consideration	​	​	685	​	​	—
Provision for losses on accounts receivable	​		757	​		37
Foreign exchange gain	​		(788)	​		(243)
Other loss (gain)	​	​	355	​	​	(394)
Changes in operating assets and liabilities, net of impact of acquisitions:	​		​	​		​
Accounts receivable	​		162	​		3,429
Inventories	​		(2,589)	​		(12,229)
Prepaid expenses and other assets	​		(4,161)	​		(3,131)
Accounts payable and other liabilities	​		(21,096)	​		8,623
Net cash provided by operating activities	​		8,066	​		46,260
Cash Flows From Investing Activities:	​			​
Purchase of property and equipment	​		(4,381)	​		(4,248)
Proceeds from disposition of property and equipment	​	​	74	​	​	206
Business acquisitions, net of cash acquired	​		(141,813)	​		—
Net cash used in investing activities	​		(146,120)	​		(4,042)
Cash Flows From Financing Activities:	​			​
Proceeds from revolving credit facilities	​		5,500	​		—
Principal payments on revolving credit facilities	​		(5,500)	​		—
Proceeds from term loans	​	​	80,000	​	​	—
Principal payments on term loans	​		(9,562)	​		(7,500)
Proceeds from insurance premium financing	​	​	—	​	​	3,949
Principal payments on insurance premium financing	​		(2,187)	​		(2,909)
Payments for debt issuance costs	​	​	(844)	​	​	—
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	​		(10,395)	​		(8,999)
Other	​	​	37	​	​	—
Net cash provided by (used in) financing activities	​		142,831	​		(18,184)
Effect of foreign exchange rates on cash and cash equivalents	​		521	​		92
Change in cash and cash equivalents	​		5,298	​		24,126
Cash and cash equivalents, beginning of period	​		87,691	​		45,286
Cash and cash equivalents, end of period	​	$	92,989	​	$	69,412
Supplemental Disclosure of Cash Flows Information:	​	​	​	​	​	​
Cash paid for income taxes, net	​	$	22,761	​	$	7,923
Cash paid for interest	​	$	10,523	​	$	7,389
Supplemental Disclosure of Non-Cash Investing and Financing Activities:	​	​	​	​	​	​
Accruals and accounts payable for capital expenditures	​	$	112	​	$	24

​

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CADRE HOLDINGS, INC.

SEGMENT INFORMATION

(Unaudited)

(In thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2024

​

​

​

​

​

​

​

​

Reconciling

​

​

​

​

Product

​

Distribution

​

Items(1)

Total

Net sales

$

96,493

$

17,836

$

(4,921)

$

109,408

Cost of goods sold

​

​

60,386

​

​

13,936

​

​

(4,930)

​

​

69,392

Gross profit

​

$

36,107

​

$

3,900

​

$

9

​

$

40,016

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2024

​

​

​

​

​

​

​

​

Reconciling

​

​

​

​

Product

Distribution

Items(1)

Total

Net sales

$

343,711

​

$

71,615

​

$

(23,749)

$

391,577

Cost of goods sold

​

​

203,771

​

$

55,216

​

$

(23,704)

​

​

235,283

Gross profit

​

$

139,940

​

$

16,399

​

$

(45)

​

$

156,294

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

---

(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 Ended

​

Nine Months Ended

​

Last Twelve

​

​

December 31,

​

September 30,

​

September 30,

​

Months

​

​

2023

​

2024

​

2023

​

2024

​

2023

​

September 30, 2024

Net income

​

$

38,641

​

$

3,655

​

$

11,053

​

$

23,150

​

$

29,047

​

$

32,744

Add back:

​

​

​

​

​

​

Depreciation and amortization

​

15,737

​

3,763

​

4,165

​

12,325

​

12,385

​

15,677

Interest expense

​

4,531

​

1,991

​

1,073

​

5,631

​

3,727

​

6,435

Provision for income taxes

​

14,283

​

1,335

​

4,293

​

8,352

​

11,463

​

11,172

EBITDA

​

$

73,192

​

$

10,744

​

$

20,584

​

$

49,458

​

$

56,622

​

$

66,028

Add back:

​

​

​

​

​

​

Restructuring and transaction costs(1)

​

3,192

​

515

​

439

​

5,371

​

1,132

​

7,431

Other general income(2)

​

​

(92)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(92)

Other (income) expense, net(3)

​

(936)

​

(1,555)

​

315

​

225

​

(395)

​

(316)

Stock-based compensation expense(4)

​

​

9,368

​

​

2,104

​

​

2,208

​

​

6,255

​

​

7,060

​

​

8,563

Stock-based compensation payroll tax expense(5)

​

​

234

​

​

—

​

​

—

​

​

441

​

​

220

​

​

455

LTIP bonus(6)

​

860

​

—

​

185

​

49

​

489

​

420

Amortization of inventory step-up(7)

​

​

—

​

​

1,541

​

​

—

​

​

3,851

​

​

—

​

​

3,851

Contingent consideration expense(8)

​

​

—

​

​

176

​

​

—

​

​

685

​

​

—

​

​

685

Adjusted EBITDA

​

$

85,818

​

$

13,525

​

$

23,731

​

$

66,335

​

$

65,128

​

$

87,025

Adjusted EBITDA margin(9)

​

16.5

%

12.4

%

19.0

%

16.9

%

18.2

%

​

​

​

​

​

---

(1)

Reflects the “Restructuring and transaction costs” line item on our consolidated statement of operations, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects a $1.0 million transaction fee payable to Kanders & Company, Inc. for services related to the acquisition of ICOR that was accrued for during the year ended December 31, 2023 and a $1.8 million transaction fee paid to Kanders & Company, Inc. for services related to the acquisition of Alpha Safety for the nine months ended September 30, 2024, which are included in related party expense in the Company’s consolidated statements of operations. Kanders & Company, Inc. is a company controlled by Warren B. Kanders, our Chairman of the Board and Chief Executive Officer.

(2)	Reflects gains from long-lived asset sales.

(3)	Reflects the “Other income (expense), net” line item on our consolidated statements of operations 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.

---

Exhibit 99.2

THIRD QUARTER 2024

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, potential legal, reputational, operational and financial effects on the Company resulting from the cybersecurity incident that the Company reported in July 2024 and/or future cybersecurity incidents on the Company’s business, operations and financial results as well as the effectiveness of the Company’s response and mitigation efforts to any such cybersecurity incidents, as well as 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

TODAY’S PRESENTERS 4 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 and capitalize on favorable market trends driving strong demand for mission-critical safety equipment Pricing Growth: ✓ Exceeded target Q3 Mix: − Neutral mix in the quarter Orders Backlog: ✓ Sequentially, backlog increased $21M, excluding Alpha Safety and ICOR Healthy M&A Funnel: ✓ Continuing to actively evaluate pipeline of opportunities Returned Capital to Shareholders: ✓ Declared twelfth consecutive quarterly dividend Commentary:

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

7 • Police protection expenditures remain stable • Demand for EOD products after global conflicts de-escalate will lead to future opportunities • Continued solid demand for Cadre’s products in Q3 • Successful new product launches across many of our categories continue to generate positive feedback from customers and are tracking well North American Law Enforcement Geopolitical Landscape Consumer New Products/ Innovation LATEST MARKET TRENDS

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

9 Q3 Financial Results

10 1. A non-GAAP financial measure. See slide 20 for definitions and reconciliations to the nearest GAAP measures 2. Includes 225 bps of cost related to amortization of inventory step up and intangibles • Q3 results reflect short-term financial impacts from cybersecurity incidents THIRD QUARTER 2024 HIGHLIGHTS Q3 2024 Q2 2024 Q3 2023 NET SALES $109.4M $144.3M $125.1M GROSS MARGIN 36.6%2 40.6%3 42.8% NET INCOME $3.7M / $0.09 per diluted share $12.6M / $0.31 per diluted share $11.0M / $0.29 per diluted share ADJUSTED EBITDA 1 $13.5M $28.3M $23.7M ADJUSTED EBITDA MARGIN 1 12.4% 19.6% 19.0%

11 NET SALES AND ADJUSTED EBITDA GROWTH 1. A non-GAAP financial measure. See slide 20 for definitions and reconciliations to the nearest GAAP measures NET SALES ($MM) $0.0 $357.9M 3Q23 FY 2022 $457.8M 2022 2023 2024E FY 2023 $482.5M ADJ. EBITDA1 ($MM) $65.1M 3Q23 2022 2023 2024E FY 2024 Guidance Range $560M to $571M FY 2024 Guidance Range $101M to $107M % CAGR 11.1% % Y/Y GROWTH 17.2% at guidance midpoint % CAGR 17.2% % Y/Y GROWTH 21.2% at guidance midpoint $391.6M 3Q24 $66.3M 3Q24 FY 2022 $75.7M FY 2023 $85.8M

12 Q3 2024 CAPITAL STRUCTURE 1. Non-GAAP financial measures. See slide 20 for definitions and reconciliations to the nearest GAAPmeasures September 30, 2024 (in thousands) Cash and cash equivalents $ 92,989 Debt: Revolver $ — Current portion of long-term debt 13,134 Long-term debt 196,399 Capitalized discount/issuance costs (1,450) Total debt, net $ 208,083 Net debt (Total debt net of cash) $ 115,094 Total debt / Adj. EBITDA(1) 2.4 Net debt / Adj. EBITDA(1) 1.3 LTM Adj. EBITDA(1) $ 87,025

13 2024 MANAGEMENT OUTLOOK 2024 GUIDANCE NET SALES $560M to $571M ADJ. EBITDA $101M to $107M CAPITAL EXPENDITURES $6M to $8M 1. A non-GAAP financial measure. See slide 20 for definitions and reconciliations to the nearest GAAP measures

CONCLUSION 14 Execution in line with strategic objectives in Q3 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

15 APPENDIX

16 BALANCE SHEET UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) September 30, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents $ 92,989 $ 87,691 Accounts receivable, net of allowance for doubtful accounts of $1,317 and $635, respectively 69,432 58,360 Inventories 99,583 80,976 Prepaid expenses 15,603 11,930 Other current assets 8,305 6,886 Total current assets 285,912 245,843 Property and equipment, net of accumulated depreciation and amortization of $53,098 and $50,968, respectively 46,221 44,647 Operating lease assets 16,922 6,554 Deferred tax assets, net 3,870 4,004 Intangible assets, net 111,024 43,472 Goodwill 148,944 81,667 Other assets 3,722 4,992 Total assets $ 616,615 $ 431,179 Liabilities, Mezzanine Equity and Shareholders' Equity Current liabilities Accounts payable $ 27,565 $ 28,418 Accrued liabilities 47,241 44,524 Income tax payable 7,141 9,944 Current portion of long-term debt 13,134 12,320 Total current liabilities 95,081 95,206 Long-term debt 194,949 127,812 Long-term operating lease liabilities 12,032 3,186 Deferred tax liabilities 8,782 4,843 Other liabilities 5,490 2,970 Total liabilities 316,334 234,017 Mezzanine equity Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 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 September 30, 2024 and December 31, 2023, respectively) 4 4 Additional paid-in capital 304,707 212,630 Accumulated other comprehensive (loss) income (1,079) 634 Accumulated deficit (3,351) (16,106) Total shareholders’ equity 300,281 197,162 Total liabilities, mezzanine equity and shareholders' equity $ 616,615 $ 431,179

17 STATEMENT OF OPERATIONS UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net sales $ 109,408 $ 125,114 $ 391,577 $ 357,949 Cost of goods sold 69,392 71,511 235,283 206,981 Gross profit 40,016 53,603 156,294 150,968 Operating expenses Selling, general and administrative 33,981 36,314 113,277 105,615 Restructuring and transaction costs 515 439 3,621 1,132 Related party expense 94 116 2,038 379 Total operating expenses 34,590 36,869 118,936 107,126 Operating income 5,426 16,734 37,358 43,842 Other expense Interest expense (1,991) (1,073) (5,631) (3,727) Other income (expense), net 1,555 (315) (225) 395 Total other expense, net (436) (1,388) (5,856) (3,332) Income before provision for income taxes 4,990 15,346 31,502 40,510 Provision for income taxes (1,335) (4,293) (8,352) (11,463) Net income $ 3,655 $ 11,053 $ 23,150 $ 29,047 Net income per share: Basic $ 0.09 $ 0.29 $ 0.58 $ 0.77 Diluted $ 0.09 $ 0.29 $ 0.58 $ 0.77 Weighted average shares outstanding: Basic 40,607,988 37,586,031 39,723,702 37,515,976 Diluted 40,949,461 37,930,888 40,118,729 37,830,790

18 STATEMENT OF CASH FLOWS UNAUDITED (IN THOUSANDS) Nine Months Ended September 30, 2024 2023 Cash Flows From Operating Activities: Net income $ 23,150 $ 29,047 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12,325 12,385 Amortization of original issue discount and debt issue costs 787 359 Amortization of inventory step-up 3,851 — Deferred income taxes (11,627) 1,317 Stock-based compensation 6,255 7,060 Remeasurement of contingent consideration 685 — Provision for losses on accounts receivable 757 37 Foreign exchange gain (788) (243) Other loss (gain) 355 (394) Changes in operating assets and liabilities, net of impact of acquisitions: Accounts receivable 162 3,429 Inventories (2,589) (12,229) Prepaid expenses and other assets (4,161) (3,131) Accounts payable and other liabilities (21,096) 8,623 Net cash provided by operating activities 8,066 46,260 Cash Flows From Investing Activities: Purchase of property and equipment (4,381) (4,248) Proceeds from disposition of property and equipment 74 206 Business acquisitions, net of cash acquired (141,813) — Net cash used in investing activities (146,120) (4,042) Continued on next slide

19 STATEMENT OF CASH FLOWS - CONTINUED UNAUDITED (IN THOUSANDS) Nine Months Ended September 30, 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 80,000 — Principal payments on term loans (9,562) (7,500) Proceeds from insurance premium financing — 3,949 Principal payments on insurance premium financing (2,187) (2,909) Payments for debt issuance costs (844) — 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 (10,395) (8,999) Other 37 — Net cash provided by (used in) financing activities 142,831 (18,184) Effect of foreign exchange rates on cash and cash equivalents 521 92 Change in cash and cash equivalents 5,298 24,126 Cash and cash equivalents, beginning of period 87,691 45,286 Cash and cash equivalents, end of period $ 92,989 $ 69,412 Supplemental Disclosure of Cash Flows Information: Cash paid for income taxes, net $ 22,761 $ 7,923 Cash paid for interest $ 10,523 $ 7,389 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Accruals and accounts payable for capital expenditures $ 112 $ 24

20 1. Reflects the “Restructuring and transaction costs” line item on our consolidated statement of operations, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects a $1.0 million transaction fee payable to Kanders & Company, Inc. for services related to the acquisition of ICOR that was accrued for during the year ended December 31, 2023 and a $1.8 million transaction fee paid to Kanders & Company, Inc. for services related to the acquisition of Alpha Safety for the nine months ended September 30, 2024, which are included in related party expense in the Company’s consolidated statements of operations. Kanders & Company, Inc. is a company controlled by Warren B. Kanders, our Chairman of the Board and Chief Executive Officer. 2. Reflects gains from long-lived asset sales. 3. Reflects the “Other income (expense), net” line item on our consolidated statements of operations 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. 20 (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 2023 2024 2024 2023 2024 2023 September 30, 2024 Net income $ 38,641 $ 12,567 $ 3,655 $ 11,053 $ 23,150 $ 29,047 $ 32,744 Add back: Depreciation and amortization 15,737 4,620 3,763 4,165 12,325 12,385 15,677 Interest expense 4,531 2,003 1,991 1,073 5,631 3,727 6,435 Provision for income taxes 14,283 5,047 1,335 4,293 8,352 11,463 11,172 EBITDA $ 73,192 $ 24,237 $ 10,744 $ 20,584 $ 49,458 $ 56,622 $ 66,028 Add back: Restructuring and transaction costs(1) 3,192 19 515 439 5,371 1,132 7,431 Other general income(2) (92) — — — — — (92) Other (income) expense, net(3) (936) 336 (1,555) 315 225 (395) (316) Stock-based compensation expense(4) 9,368 2,084 2,104 2,208 6,255 7,060 8,563 Stock-based compensation payroll tax expense(5) 234 48 — — 441 220 455 LTIP bonus(6) 860 (1) — 185 49 489 420 Amortization of inventory step-up(7) — 1,541 1,541 — 3,851 — 3,851 Contingent consideration expense(8) — 58 176 — 685 — 685 Adjusted EBITDA $ 85,818 $ 28,322 $ 13,525 $ 23,731 $ 66,335 $ 65,128 $ 87,025 Adjusted EBITDA margin(9) 16.5 % 19.6 % 12.4 % 19.0 % 16.9 % 18.2 %

21 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, (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 presentation. We do not provide a reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the fiscal year 2024 to net income for the fiscal year 2024, 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.

Document and Entity Information	Nov. 06, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 06, 2024
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

Document Information	Nov. 06, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Amendment	false
CIK	0001860543
Registrant Name	CADRE HOLDINGS, INC.
Period End Date	Nov. 06, 2024

---