Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended: June 30, 2025
or
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission File Number: 001-40698
CADRE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
38-3873146
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
13386 International Pkwy
Jacksonville, Florida
32218
(Address of principal executive offices)
(Zip code)
(904) 741-5400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
CDRE
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Non-accelerated filer
Accelerated filer
☒
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 1, 2025, there were 40,663,844 shares of common stock, par value $0.0001, outstanding.
INDEX
PART I
FINANCIAL INFORMATION
Page
Item 1.
Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – June 30, 2025 and December 31, 2024
5
Condensed Consolidated Statements of Operations and Comprehensive Income – Three and six months ended June 30, 2025 and 2024
6
Condensed Consolidated Statements of Cash Flows – Six months ended June 30, 2025 and 2024
7
Condensed Consolidated Statements of Shareholders’ Equity – Three and six months ended June 30, 2025 and 2024
8
Notes to Condensed Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
39
Item 4.
Controls and Procedures
40
PART II
OTHER INFORMATION
Legal Proceedings
42
Item 1A.
Risk Factors
Item 5.
Other Information
Item 6.
Exhibits
43
Signature Page
44
2
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Except where the context otherwise requires or where otherwise indicated, the terms the “Company”, “Cadre”, “we,” “us,” and “our,” refer to the consolidated business of Cadre Holdings, Inc. and its consolidated subsidiaries. All statements in this Report, other than statements of historical fact, are forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions, and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incidental to its business.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. These forward-looking statements are based on information available as of the date of this Report (or, in the case of forward-looking statements incorporated herein by reference, if any, as of the date of the applicable filed document), and any accompanying supplement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. Our forward-looking statements do not reflect the potential impact of any future acquisitions, partnerships, mergers, dispositions, joint ventures, or investments we may make.
As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
3
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. Other risks and uncertainties are and will be disclosed in our prior and future filings with the Securities and Exchange Commission (“SEC”) and this information should be read in conjunction with the Condensed Consolidated Financial Statements included in this Report.
Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.
4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share amounts)
June 30, 2025
December 31, 2024
Assets
Current assets
Cash and cash equivalents
$
137,469
124,933
Accounts receivable, net of allowance for doubtful accounts of $905 and $876, respectively
108,127
93,523
Inventories
109,604
82,351
Prepaid expenses
11,836
19,027
Other current assets
13,980
7,737
Total current assets
381,016
327,571
Property and equipment, net of accumulated depreciation and amortization of $58,658 and $54,384, respectively
81,909
45,243
Operating lease assets
21,314
15,454
Deferred tax assets, net
4,917
4,552
Intangible assets, net
126,411
107,544
Goodwill
174,462
148,157
Other assets
4,408
4,192
Total assets
794,437
652,713
Liabilities, Mezzanine Equity and Shareholders' Equity
Current liabilities
Accounts payable
32,004
29,644
Accrued liabilities
56,531
46,413
Income tax payable
1,268
6,693
Current portion of long-term debt
16,265
11,375
Total current liabilities
106,068
94,125
Long-term debt
298,885
211,830
Long-term operating lease liabilities
15,645
10,733
Deferred tax liabilities
30,306
18,758
Other liabilities
11,073
5,752
Total liabilities
461,977
341,198
Commitments and contingencies (Note 8)
Mezzanine equity
Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2025 and December 31, 2024)
—
Shareholders' equity
Common stock ($0.0001 par value, 190,000,000 shares authorized, 40,663,844 and 40,607,988 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)
Additional paid-in capital
310,099
306,821
Accumulated other comprehensive income (loss)
2,540
(1,389)
Accumulated earnings
19,817
6,079
Total shareholders’ equity
332,460
311,515
Total liabilities, mezzanine equity and shareholders' equity
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
Net sales
157,109
144,309
287,215
282,169
Cost of goods sold
92,860
85,659
166,835
165,891
Gross profit
64,249
58,650
120,380
116,278
Operating expenses
Selling, general and administrative
45,129
38,577
86,882
79,296
Restructuring and transaction costs
3,326
19
4,024
3,106
Related party expense
1,109
101
1,237
1,944
Total operating expenses
49,564
38,697
92,143
84,346
Operating income
14,685
19,953
28,237
31,932
Other expense
Interest expense
(3,590)
(2,003)
(5,821)
(3,640)
Other income (expense), net
6,114
(336)
7,401
(1,780)
Total other expense, net
2,524
(2,339)
1,580
(5,420)
Income before provision for income taxes
17,209
17,614
29,817
26,512
Provision for income taxes
(4,998)
(5,047)
(8,358)
(7,017)
Net income
12,211
12,567
21,459
19,495
Net income per share:
Basic
0.30
0.31
0.53
0.50
Diluted
0.52
0.49
Weighted average shares outstanding:
40,661,955
40,606,825
40,640,433
39,276,700
40,941,790
40,855,185
40,960,025
39,701,754
Other comprehensive income:
Unrealized holding (losses) gains on derivative instruments, net of tax(1)
(87)
169
(837)
1,829
Reclassification adjustments for gains included in net income, net of tax(2)
(597)
(834)
(860)
(1,728)
Total unrealized (loss) gain on derivative instruments, net of tax
(684)
(665)
(1,697)
Foreign currency translation adjustments, net of tax(3)
4,759
(97)
5,626
(509)
Other comprehensive income (loss)
4,075
(762)
3,929
(408)
Comprehensive income, net of tax
16,286
11,805
25,388
19,087
(1) Net of income tax of $30 and $64 for the three months ended June 30, 2025 and 2024, respectively, and $280 and $610 for the six months ended June 30, 2025 and 2024, respectively.
(2) Amounts reclassified to net income relate to gains on interest rate swaps and foreign currency hedges and are included in Interest expense above. Amounts are net of income tax of $342 and $294 for the three months ended June 30, 2025 and 2024, respectively, and $532 and $578 for the six months ended June 30, 2025 and 2024, respectively.
(3) Net of income tax of $356 and $27 for the three months ended June 30, 2025 and 2024, respectively, and $475 and $126 for the six months ended June 30, 2025 and 2024, respectively.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash Flows From Operating Activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
8,532
8,562
Amortization of original issue discount and debt issue costs
829
502
Amortization of inventory step-up
356
2,310
Deferred income taxes
266
(1,915)
Stock-based compensation
4,393
4,151
Remeasurement of contingent consideration
857
509
Provision for losses on accounts receivable
769
Unrealized foreign exchange transaction (gain) loss
(3,492)
971
Other loss
152
251
Changes in operating assets and liabilities, net of impact of acquisitions:
Accounts receivable
10,365
(3,387)
(11,304)
2,355
Prepaid expenses and other assets
3,375
705
Accounts payable and other liabilities
(15,849)
(21,998)
Net cash provided by operating activities
19,979
13,280
Cash Flows From Investing Activities:
Purchase of property and equipment
(2,733)
(3,365)
Proceeds from disposition of property and equipment
49
Business acquisitions, net of cash acquired
(89,590)
(141,813)
Net cash used in investing activities
(92,317)
(145,129)
Cash Flows From Financing Activities:
Proceeds from revolving credit facilities
5,500
Principal payments on revolving credit facilities
(5,500)
Proceeds from term loans
97,500
80,000
Principal payments on term loans
(5,689)
(6,065)
Principal payments on insurance premium financing
(2,187)
Payments for debt issuance costs
(844)
Taxes paid in connection with employee stock transactions
(1,185)
(5,311)
Proceeds from secondary offering, net of underwriter discounts
91,776
Deferred offering costs
(683)
Dividends distributed
(7,721)
(6,842)
Other
38
37
Net cash provided by financing activities
82,943
149,881
Effect of foreign exchange rates on cash and cash equivalents
1,931
180
Change in cash and cash equivalents
12,536
18,212
Cash and cash equivalents, beginning of period
87,691
Cash and cash equivalents, end of period
105,903
Supplemental Disclosure of Cash Flows Information:
Cash paid for income taxes, net
16,937
21,605
Cash paid for interest
8,202
6,458
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Accruals and accounts payable for capital expenditures
259
58
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share amounts)
Additional
Accumulated
Common Stock
Paid-In
Other Comprehensive
Shareholders'
Shares
Amount
Capital
Income (Loss)
Earnings
Equity
Balance, December 31, 2024
40,607,988
9,248
Dividends declared ($0.095 per share)
(3,859)
1,968
Common stock issued under employee compensation plans
86,006
Common stock withheld related to net share settlement of stock-based compensation
(34,409)
(1,164)
Foreign currency translation adjustments
867
Change in fair value of derivative instruments
(1,013)
Balance, March 31, 2025
40,659,585
307,625
(1,535)
11,468
317,562
(3,862)
2,425
2,000
(710)
(21)
Exercise of stock options
2,969
70
Balance, June 30, 2025
40,663,844
Income
Deficit
Balance, December 31, 2023
37,587,436
212,630
634
(16,106)
197,162
6,928
Dividends declared ($0.0875 per share)
(3,289)
Issuance of common stock in secondary offering, net of underwriter discounts and issuance costs
2,200,000
72,813
2,044
423,688
(150,680)
(412)
766
Balance, March 31, 2024
40,060,444
282,176
988
(12,467)
270,701
545,719
18,280
(3,553)
2,110
1,825
Balance, June 30, 2024
302,603
226
(3,453)
299,380
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
1. SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
Cadre Holdings, Inc., D/B/A The Safariland Group (the “Company”, “Cadre”, “we”, “us”, and “our”), a Delaware corporation, began operations on April 12, 2012. The Company, headquartered in Jacksonville, Florida, is a global leader in manufacturing and distributing safety equipment and other related products for the law enforcement, first responder, military and nuclear markets. The business operates through 20 manufacturing plants within the U.S., Mexico, Canada, the United Kingdom, Italy, France, and Lithuania, and sells its products worldwide through its direct sales force, distribution channel and distribution partners, online stores, and third-party resellers.
Principles of Consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP" or “U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, and include the accounts of the Company, its wholly owned subsidiaries, and other entities consolidated as required by GAAP. Accordingly, they do not include all of the information and footnotes required by GAAP for annual audited financial statements. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and include all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. These condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s most recently completed annual consolidated financial statements. All adjustments considered necessary for a fair presentation have been included. All intercompany balances and transactions have been eliminated in consolidation.
Secondary Offering
On March 19, 2024, the Company completed a secondary offering in which the Company issued and sold 2,200,000 shares of common stock at a price of $35.00 per share. The Company’s net proceeds from the sale of shares were $72,813 after underwriter discounts and commissions, fees and expenses of $4,187.
On April 1, 2024, the underwriters exercised the full amount of their over-allotment option and purchased an additional 545,719 shares of common stock at a price of $35.00 per share, resulting in net proceeds to the Company of $18,280 after underwriter discounts and commissions, fees and expenses of $820.
Emerging Growth Company
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation, and an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or golden parachute arrangements.
In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our condensed consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.
Use of Estimates
The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Fair Value Measurements
The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This guidance also establishes the following three-level hierarchy based upon the transparency of inputs to the valuation of an asset or liability on the measurement date:
Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Unobservable inputs that reflect assumptions about what market participants would use in pricing assets or liabilities based on the best information available.
The Company’s financial instruments consist principally of cash and cash equivalents (money market funds), accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, income tax payable and debt. The carrying amounts of certain of these financial instruments, including cash and cash equivalents (money market funds), accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and income tax payable approximate their current fair value due to the relatively short-term nature of these accounts.
The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis:
Carrying
Fair Value
Level 1
Level 2
Level 3
Assets:
Money market funds
107,556
110,671
Derivative instruments (Note 7)
2,831
4,465
Liabilities:
1,517
Contingent consideration (Note 2)
4,249
3,211
There were no transfers of assets or liabilities between levels during the six months ended June 30, 2025 and 2024.
There have not been material changes in the fair value of debt (Level 2), as compared to the carrying value, as of June 30, 2025 and December 31, 2024.
Revenue Recognition
The Company derives revenue primarily from the sale of physical products. The Company recognizes such revenue at point-in-time when a contract exists with a customer that specifies the goods and services to be provided at an agreed upon sales price and when the performance obligation is satisfied by transferring the goods or service to the customer. The performance obligation is considered satisfied when control transfers, which is generally determined when products are shipped or delivered to the customer but could be delayed until the receipt of customer acceptance, depending on the terms of the contract. Sales are made on normal and customary short-term credit terms or upon delivery for point-of-sale transactions.
10
The Company enters into contractual arrangements primarily with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms.
The Company has certain long-term contracts that contain performance obligations that are satisfied over time. The Company invoices the customer once the billing milestone is reached and collects under customary short-term credit terms. For long-term contracts, the Company recognizes revenue using the input method based on costs incurred, as this method is an appropriate measure of progress toward the complete satisfaction of the performance obligation. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicates a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident.
At the time of revenue recognition, the Company also provides for estimated sales returns and miscellaneous claims from customers as reductions to revenues. The estimates are based on historical rates of product returns and claims. The Company accrues for such estimated returns and claims with an estimated accrual and associated reduction of revenue. Additionally, the Company records inventory that it expects to be returned as part of inventories, with a corresponding reduction to cost of goods sold.
Charges for shipping and handling fees billed to customers are included in net sales and the corresponding shipping and handling expenses are included in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive income. We consider our costs related to shipping and handling after control over a product has transferred to a customer to be a cost of fulfilling the promise to transfer the product to the customer.
Sales commissions paid to employees as compensation are expensed as incurred for contracts with service periods less than a year. For contracts with service periods greater than a year, these costs have historically been immaterial and are capitalized and amortized over the life of the contract. Commission costs are recorded in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive income.
Product Warranty
Some of the Company’s manufactured products carry limited warranty provisions for defects in quality and workmanship. A warranty reserve is established at the time of sale to cover estimated costs based on the Company’s history of warranty repairs and replacements, and is recorded in cost of goods sold in the Company’s condensed consolidated statements of operations and comprehensive income.
The following table sets forth the changes in the Company’s accrued warranties, which are recorded in accrued liabilities in the condensed consolidated balance sheets:
Six months ended June 30,
Beginning accrued warranty expense
1,694
1,551
1,760
1,610
Current period claims
(10)
(84)
(114)
Provision for current period sales
61
57
118
Ending accrued warranty expense
1,733
1,614
11
Net Income per Share
Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding during the periods presented. Diluted income per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of potential common shares, determined using the treasury-stock method. The calculation of weighted average shares outstanding and net income per share are as follows:
Weighted average shares outstanding - basic
Effect of dilutive securities:
Stock-based awards
279,835
248,360
319,592
425,054
Weighted average shares outstanding - diluted
For the three months ended June 30, 2025 and 2024, equity awards of 840,215 and 355,474 respectively, and for the six months ended June 30, 2025 and 2024, equity awards of 709,694 and 328,474, respectively, were outstanding and anti-dilutive and therefore not included in the calculation of net income per share for these periods.
Recent Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires a public entity to disclose in its rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciling items in some categories if items meet a quantitative threshold. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. All entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the enhanced disclosure requirements, however, we do not anticipate a material change to our financial position, results of operations or cash flows.
In November 2024, the FASB issued ASU 2024-03, Comprehensive Income (Topic 220) – Disaggregation of Income Statement Expenses, to improve financial reporting by requiring disclosures in the notes to financial statements about specific types of expenses included in the expense captions presented on the face of the statement of operations. The requirements of the ASU are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements are able to be applied prospectively with the option for retrospective application. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.
12
2. ACQUISITIONS
Zircaloy Acquisition
On April 22, 2025, the Company completed the acquisition of Carr’s Engineering Limited (excluding Chirton Engineering) and Carr's Engineering (US), Inc. (collectively “Zircaloy”), each a subsidiary of Carr’s Group plc.
The acquisition was accounted for as a business combination. Total acquisition-related costs for the acquisition of Zircaloy were $4,520 (including $1,000 paid to a related party as discussed in Note 11), which was incurred and recognized during the six months ended June 30, 2025.
Total consideration, net of cash acquired, was $89,590 for 100% of the equity interests in Zircaloy. The total consideration was as follows:
Cash paid
98,895
Less: cash acquired
(9,305)
Total consideration, net
89,590
The following table summarizes the total purchase price consideration and the preliminary amounts recognized for the assets acquired and liabilities assumed, which have been estimated at their fair values. The fair value estimates for the purchase price allocation are based on the Company’s best estimates and assumptions as of the reporting date and are considered preliminary. The fair value measurements of identifiable assets and liabilities, and the resulting goodwill related to the Zircaloy acquisition are subject to change and the final purchase price allocation could be different from the amounts presented below. We expect to finalize the valuations as soon as practicable, but no later than one year from the date of the acquisition. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Goodwill for the Zircaloy acquisition is included in the Product segment and reflects synergies and additional legacy growth and profitability expected from this acquisition through expansion into new markets and customers.
24,099
14,482
Prepaid expenses and other current assets
4,444
Property and equipment
36,007
5,146
Intangible assets
20,900
23,803
Total assets acquired
128,881
3,028
17,347
4,564
11,737
2,615
Total liabilities assumed
39,291
Net assets acquired
13
In connection with the acquisition, the Company acquired exclusive rights to Zircaloy’s trademarks, customer relationships, and product technologies. The amounts assigned to each class of intangible asset and the related average useful lives are as follows:
Gross
Average Useful Life
Customer relationships
7,500
17
Technology
7,400
Trademarks
6,000
Total
The full amount of goodwill is expected to be non-deductible for tax purposes. No pre-existing relationships existed between the Company and Zircaloy prior to the acquisition. Zircaloy revenue is included in the Product segment from the date of acquisition and amounted to $13,434 for the period ended June 30, 2025. It is not practical to determine the amount of earnings related to Zircaloy from the date of acquisition. The acquisition is not expected to be material to our operations and consequently we have not included any pro-forma information.
ICOR Acquisition
On January 9, 2024, Med-Eng, ULC, a wholly-owned subsidiary of the Company, completed the acquisition of ICOR Technology Inc. (“ICOR”), a trusted global supplier of high-quality, reliable, innovative, and cost-effective explosive ordnance disposal robots.
Total consideration, net of cash acquired, was $39,282 for 100% of the equity interests in ICOR. The total consideration was as follows:
40,350
(1,068)
Plus: Contingent consideration
2,226
41,508
14
The following table summarizes the final purchase price consideration and the amounts recognized for the assets acquired and liabilities assumed, which have been estimated at their fair values. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Goodwill for the ICOR acquisition is included in the Product segment and reflects synergies and additional legacy growth and profitability expected from this acquisition through expansion into new markets and customers.
2,352
8,086
612
239
1,369
17,200
18,602
48,460
635
1,455
967
3,895
6,952
In connection with the acquisition, the Company acquired exclusive rights to ICOR’s trademarks, customer relationships, and product technologies. The amounts assigned to each class of intangible asset and the related average useful lives are as follows:
1,496
14,283
1,421
The full amount of goodwill of $18,602 is expected to be non-deductible for tax purposes.
As part of the ICOR acquisition, the purchase agreement with respect to the acquisition provided for the payment of contingent consideration of up to CDN$8,000 (approximately $5,797) based upon future cumulative net sales during the three-year period ended January 9, 2027. Using a Monte-Carlo pricing model, the Company estimated the fair value of the contingent consideration to be $2,225 as of January 9, 2024. Significant unobservable inputs used in the valuation include a discount rate of 6.2% and the probability adjusted net sales during the contingency period. The contingent consideration liability is remeasured at the estimated fair value at the end of each reporting period with the change in fair value recognized within operating income in the condensed consolidated statements of operations and comprehensive income for such period. We measure the initial liability and remeasure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements.
As the contingent consideration liability, which is recorded in other liabilities in the condensed consolidated balance sheets, is remeasured to fair value each reporting period, significant increases or decreases in projected sales, discount rates or the time until payment is made could result in a significantly lower or higher fair value measurement. Our determination of fair value of the contingent consideration liabilities could change in future periods based on our ongoing evaluation of these significant unobservable inputs.
15
The following table summarizes the changes in the contingent consideration liability for the three and six months ended June 30, 2025:
Fair value adjustment
331
3,559
526
164
Alpha Safety Acquisition
On February 29, 2024, Safariland, LLC, a wholly-owned subsidiary of the Company, completed the acquisition of Alpha Safety Intermediate, LLC (“Alpha Safety”), a provider of highly engineered technical products and services spanning the nuclear value chain.
Total consideration, net of cash acquired, was $102,531 for 100% of the equity interests in Alpha Safety. The total consideration was as follows:
107,138
(4,607)
102,531
The following table summarizes the final purchase price consideration and the amounts recognized for the assets acquired and liabilities assumed, which have been estimated at their fair values. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Goodwill for the Alpha Safety acquisition is included in the Product segment and reflects synergies and additional legacy growth and profitability expected from this acquisition through expansion into new markets and customers.
9,189
8,527
1,889
2,189
2,262
57,800
49,133
130,989
1,896
12,570
1,573
12,419
28,458
16
In connection with the acquisition, the Company acquired exclusive rights to Alpha Safety’s trademarks, customer relationships, and product technologies. The amounts assigned to each class of intangible asset and the related average useful lives are as follows:
17,900
20
35,200
4,700
The full amount of goodwill of $49,133 is expected to be non-deductible for tax purposes.
3. REVENUE RECOGNITION
The following tables disaggregate net sales by channel and geography:
U.S. state and local agencies (a)
77,600
72,811
151,009
147,803
Commercial
11,887
11,911
22,906
23,176
U.S. federal agencies
29,022
20,688
50,506
41,874
International
36,859
35,189
59,740
64,626
1,741
3,710
3,054
4,690
(a) Includes all Distribution sales
United States
120,250
109,120
227,475
217,543
Revenue by product is not disclosed, as it is impractical to do so.
Contract Assets and Liabilities
Contract assets represent unbilled amounts resulting from certain long-term contracts that contain performance obligations that are satisfied over time. In these contracts, the revenue recognized exceeds the amount billed to the customer. Contract assets are included in accounts receivable, net in the Company’s condensed consolidated balance sheets and totaled $28,931 and $9,550 as of June 30, 2025 and December 31, 2024, respectively.
Contract liabilities are recorded as a component of other liabilities when customers are billed or remit cash payments in advance of the Company satisfying performance obligations. Contract liabilities are recognized into revenue when the performance obligation is satisfied. Contract liabilities are included in accrued liabilities in the Company’s condensed consolidated balance sheets and totaled $9,884 and $7,470 as of June 30, 2025 and December 31, 2024, respectively. Revenue recognized during the three and six months ended June 30, 2025 from amounts included in contract liabilities as of December 31, 2024 was $1,269 and $3,376, respectively.
Remaining Performance Obligations
As of June 30, 2025, we had $70,916 of remaining unfulfilled performance obligations, which include amounts that will be invoiced and recognized in future periods. The remaining performance obligations are limited only to arrangements that meet the definition of a contract under ASC Topic 606, Revenue from Contracts with Customers, as of June 30, 2025. We expect to recognize approximately 46% of this balance over the next twelve months and expect the remainder to be recognized in the following two years.
4. INVENTORIES
The following table sets forth a summary of inventories, stated at lower of cost or net realizable value, as of June 30, 2025 and December 31, 2024:
Finished goods
40,054
31,209
Work-in-process
16,684
8,321
Raw materials and supplies
52,866
42,821
5. GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in goodwill for the three and six months ended June 30, 2025:
Product
Distribution
145,541
2,616
454
145,995
148,611
Zircaloy acquisition
2,048
171,846
Gross goodwill and accumulated impairment losses were $182,047 and $7,585, respectively, as of June 30, 2025 and $155,742 and $7,585, respectively, as of December 31, 2024.
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Intangible Assets
Intangible assets such as certain customer relationships and patents on core technologies and product technologies are amortizable over their estimated useful lives. Certain trade names and trademarks which provide exclusive and perpetual rights to manufacture and sell their respective products are deemed indefinite-lived and are therefore not subject to amortization.
Intangible assets consisted of the following as of June 30, 2025 and December 31, 2024:
Weighted
Average
Amortization
Net
Useful Life
Definite-lived intangibles:
114,684
(71,711)
42,973
73,119
(18,357)
54,762
Tradenames
19,063
(7,597)
11,466
Non-compete agreements
1,048
(1,048)
-
207,914
(98,713)
109,201
Indefinite-lived intangibles:
17,210
Indefinite
225,124
105,060
(69,118)
35,942
64,600
(15,819)
48,781
12,596
(6,941)
5,655
996
(996)
183,252
(92,874)
90,378
17,166
200,418
Amortization expense for the three months ended June 30, 2025 and 2024 was $2,431 and $2,829, respectively, of which $1,198 and $1,074 was included in cost of goods sold in the condensed consolidated statements of operations and comprehensive income for the respective periods. Amortization expense for the six months ended June 30, 2025 and 2024 was $4,526 and $5,044, respectively, of which $2,272 and $1,764 was included in cost of goods sold in the condensed consolidated statements of operations and comprehensive income for the respective periods.
The estimated amortization expense for definite-lived intangible assets for the remaining six months of 2025, the next four years and thereafter is as follows:
Remainder of 2025
5,067
2026
9,832
2027
9,649
2028
2029
9,545
Thereafter
65,459
6. DEBT
The Company’s debt is as follows:
Short-term debt:
Current portion of term loan
16,125
11,250
Current portion of other
140
125
Long-term debt:
Term loan
300,750
213,750
211
300,961
214,001
Unamortized debt discount and debt issuance costs
(2,076)
(2,171)
Total long-term debt, net
The following summarizes the aggregate principal payments of our long-term debt, excluding debt discount and debt issuance costs, for the remaining six months of 2025, the next four years and thereafter:
8,133
260,438
Total principal payments
317,226
2024 Credit Agreement
On December 20, 2024 (the “2024 Credit Agreement Closing Date”), the Company refinanced its existing credit facilities and entered into an Amended and Restated Credit Agreement (the “2024 Credit Agreement”), whereby Safariland, LLC, as borrower (the “2024 Borrower”), the Company, and certain domestic subsidiaries of the 2024 Borrower, as guarantors (the “2024 Guarantors”), closed on and received funding under the 2024 Credit Agreement with PNC, as administrative agent, swingline lender, and issuing lender, along with several other lenders (collectively, the “2024 Lenders”). The 2024 Credit Agreement amends and restates the prior credit agreement in its entirety.
Pursuant to the 2024 Credit Agreement, the 2024 Borrower (i) borrowed $225,000 under a term loan facility (the “2024 Term Loans”), (ii) may borrow up to $175,000 under a revolving credit facility (the “2024 Revolving Loan”), including up to $30,000 for letters of
credit and up to $10,000 for swingline loans, (iii) may borrow up to $115,000 under a delayed draw term loan A-1 facility (the “DDTL A-1 Facility”) available through June 20, 2025, and (iv) may borrow up to $75,000 under a delayed draw term loan A-2 facility (the “DDTL A-2 Facility”) available through June 20, 2026. Each of these facilities matures on December 20, 2029. The proceeds of the 2024 Term Loans were used to refinance the outstanding term loans under the 2021 Credit Agreement and to pay fees and expenses incurred in connection with entering into the 2024 Credit Agreement. The 2024 Credit Agreement also permits the 2024 Borrower, subject to certain requirements, to arrange with lenders for an aggregate of $100,000 (or more if certain leverage ratios are met) of additional revolving and/or term loan commitments (both of which are currently uncommitted).
The 2024 Borrower may elect to have borrowings under the 2024 Credit Agreement bear interest at either (i) a base rate plus an applicable margin ranging from 0.50% to 1.50% per annum or (ii) a term SOFR rate plus an applicable margin ranging from 1.50% to 2.50% per annum, in each case based on the Company’s consolidated total net leverage ratio. The 2024 Borrower is also required to pay a commitment fee on the unused portion of the 2024 Revolving Loan, the DDTL A-1 Facility, and the DDTL A-2 Facility, ranging from 0.175% to 0.25% per annum, based on the Company’s consolidated total net leverage ratio.
The 2024 Term Loans require scheduled quarterly principal payments of 1.25% of the original aggregate principal amount, beginning March 31, 2025, with the balance due at maturity.
The 2024 Credit Agreement is guaranteed, jointly and severally, by the 2024 Guarantors and, subject to certain exceptions, secured by a first-priority security interest in substantially all of the assets of the 2024 Borrower and the 2024 Guarantors pursuant to an Amended and Restated Security and Pledge Agreement and an Amended and Restated Guaranty and Suretyship Agreement, each dated as of the 2024 Credit Agreement Closing Date.
The 2024 Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the 2024 Borrower or any 2024 Guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, dispositions, and mandatory prepayments in connection with certain liquidity events. Additionally, the 2024 Credit Agreement contains certain restrictive debt covenants, which require us to: (i) maintain a minimum fixed charge coverage ratio of 1.25 to 1.00, starting with the quarter ended December 31, 2024, which is to be determined for each quarter end on a trailing four quarter basis and (ii) maintain a quarterly maximum consolidated total net leverage ratio of 4.00 to 1.00 from the quarter ended December 31, 2024 until the quarter ended March 31, 2026, and thereafter 3.50 to 1.00, which is in each case to be determined on a trailing four quarter basis; provided that under certain circumstances and subject to certain limitations, in the event of a material acquisition, we may temporarily increase the consolidated total net leverage ratio by up to 0.50 to 1.00 for four fiscal quarters following such acquisition, subject to a maximum consolidated total net leverage ratio of 4.00 to 1.00. Furthermore, the 2024 Credit Agreement also includes customary events of default, including non-payment of principal, interest, or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payments on other material indebtedness, bankruptcy and insolvency events, material judgments, and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the 2024 Credit Agreement may be accelerated, and the Lenders could foreclose on their security interests in the assets of the Borrower and the Guarantors.
In April 2025, in connection with the Zircaloy acquisition, the Company drew $97,500 of the $115,000 available under the DDTL- A-1 Facility. The DDTL- A-1 Facility has the same terms and conditions as the 2024 Term Loan, including such items as interest rate, quarterly amortization payment requirements, and maturity date.
There were no amounts outstanding under the 2024 Revolving Loan as of June 30, 2025 and December 31, 2024. As of June 30, 2025, there were $1,994 in outstanding letters of credit and $173,006 of availability.
21
Canadian Credit Facility
On October 14, 2021, Med-Eng Holdings ULC and Pacific Safety Products Inc., the Company’s Canadian subsidiaries, as borrowers (the “Canadian Borrowers”), and Safariland, LLC, as guarantor (the “Canadian Guarantor”), closed on a line of credit pursuant to a Loan Agreement (the “Canadian Loan Agreement”) and a Revolving Line of Credit Note (the “Note”) with PNC Bank Canada Branch (“PNC Canada”), as lender pursuant to which the Canadian Borrowers may borrow up to CDN$10,000 under a revolving line of credit (including up to $3,000 for letters of credit) (the “Revolving Canadian Loan”). The Revolving Canadian Loan matures on July 23, 2026. The Canadian Loan Agreement is guaranteed by the Canadian Guarantor pursuant to a Guaranty and Suretyship Agreement (the “Canadian Guaranty Agreement”).
The Canadian Borrowers may elect to have borrowings either in United States dollars or Canadian dollars under the Canadian Loan Agreement, which will bear interest at a base rate or SOFR, in each case, plus an applicable margin, in the case of borrowings in United States dollars, or at a Canadian Prime Rate (as announced from time to time by PNC Canada) or a Canadian deposit offered rate (“CDOR”) as determined from time to time by PNC Canada in accordance with the Canadian Loan Agreement. The applicable margin for these borrowings range from 0.50% to 1.50% per annum, in the case of base rate borrowings and Canadian Prime Rate borrowings, and 1.50% to 2.50% per annum, in the case of SOFR borrowings and CDOR borrowings. The Canadian Loan Agreement also requires the Canadian Borrowers to pay (i) an unused line fee on the unused portion of the loan commitments in an amount ranging between 0.175% and 0.25% per annum, based upon the level of the Company’s consolidated total net leverage ratio, and (ii) an upfront fee equal to 0.25% of the principal amount of the Note.
The Canadian Loan Agreement also contains customary representations and warranties, and affirmative and negative covenants, including, among others, limitations on additional indebtedness, entry into new lines of business, entry into guarantee agreements, making of any loans or advances to, or investments in, any other person, restrictions on liens on the assets of the Canadian Borrowers and mergers, transfers of assets and acquisitions. The Canadian Loan Agreement and Note also contain customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other material indebtedness, bankruptcy and insolvency events, material judgments and change of control provisions.
Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Canadian Loan Agreement may be accelerated.
There were no amounts outstanding under the Revolving Canadian Loan as of June 30, 2025 and December 31, 2024.
7. DERIVATIVE INSTRUMENTS
Interest Rate Swaps
We entered into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. Under the terms of the interest rate swap agreements (“Swap Agreements”), we receive payments based on the 1-month SOFR (4.33% as of June 30, 2025). We had the following Swap Agreements as of June 30, 2025:
Effective Date
Notional Amount
Fixed Rate
September 30, 2021 through July 23, 2026
81,250
0.812
%
May 31, 2023 through July 23, 2026
44,375
3.905
February 14, 2025 through December 20, 2029
38,391
4.080
April 7, 2025 through December 20, 2029
49,375
3.545
During the six months ended June 30, 2025, there were no Swap Agreements that expired.
22
We designated the Swap Agreements as cash flow hedges. A portion of the amount included in accumulated other comprehensive income (loss) is reclassified into interest expense, net as a yield adjustment as interest is either paid or received on the hedged debt. The fair value of our Swap Agreements is based upon Level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements.
It is our policy to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for speculative purposes. We believe our interest rate swap counterparty will be able to fulfill its obligations under our agreements, and we believe we will have debt outstanding through the expiration date of the swap agreements such that the occurrence of future cash flow hedges remains probable.
The estimated fair value of our Swap Agreements in the condensed consolidated balance sheets was as follows:
Balance Sheet Accounts
2,478
2,749
110
1,298
142
1,375
A cumulative gain, net of tax, of $724 and $2,917 is recorded in accumulated other comprehensive income (loss) as of June 30, 2025 and December 31, 2024, respectively.
The Company recognized a loss, net of tax, of $269 and a gain, net of tax, of $504 in other comprehensive income (loss) for the three months ended June 30, 2025 and 2024, respectively. There was a gain, net of tax, of $652 and $856 reclassified from accumulated other comprehensive income (loss) into earnings for the three months ended June 30, 2025 and 2024, respectively.
The amount of loss, net of tax, recognized in other comprehensive income (loss) for the six months ended June 30, 2025 and 2024 was $964 and $2,072, respectively. There was a gain, net of tax, of $1,229 and $1,728 reclassified from accumulated other comprehensive income (loss) into earnings for the six months ended June 30, 2025 and 2024, respectively.
As of June 30, 2025, approximately $2,238 is expected to be reclassified from accumulated other comprehensive income (loss) into interest expense over the next 12 months.
Foreign Currency Hedge
We entered into forward contracts to hedge forecasted Mexican Peso (“MXN”) denominated costs associated with our Mexican subsidiary. These contracts are designated as cash flow hedges to manage foreign currency transaction risk and are measured at fair value and reported as current assets or current liabilities in the condensed consolidated balance sheets. Any changes in the fair value of designated cash flow hedges are recorded in other comprehensive income (loss) and are reclassified from accumulated other comprehensive income (loss) into earnings in the period the hedged item impacts earnings.
As of June 30, 2025, the Company had outstanding contracts with a total notional amount of $51,750 MXN and recognized a cumulative gain, net of tax, of $182 in accumulated other comprehensive income (loss).
The Company recognized a gain, net of tax, of $182 and a loss, net of tax, of $335 in other comprehensive income (loss) for the three months ended June 30, 2025 and 2024, respectively. There was a loss, net of tax, of $55 and $22 reclassified from accumulated other comprehensive income (loss) into earnings for the three months ended June 30, 2025 and 2024, respectively.
23
The Company recognized a gain, net of tax, of $127 and a loss, net of tax, of $243 in other comprehensive income (loss) for the six months ended June 30, 2025 and 2024, respectively. There was a loss, net of tax, of $369 reclassified from accumulated other comprehensive income (loss) into earnings for the six months ended June 30, 2025.
As of June 30, 2025, approximately $182 is expected to be reclassified from accumulated other comprehensive income (loss) into earnings over the next 12 months.
8. COMMITMENTS AND CONTINGENCIES
The Company is also involved in various legal disputes and other legal proceedings and claims that arise from time to time in the ordinary course of business. The Company vigorously defends itself against all lawsuits and evaluates the amount of reasonably possible losses that the Company could incur as a result of these matters. While any litigation contains an element of uncertainty, the Company believes that the reasonably possible losses that the Company could incur in excess of insurance coverage would not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.
Insurance
The Company has various insurance policies, including product liability insurance, covering risks and in amounts it considers adequate. There can be no assurance that the insurance coverage maintained by the Company is sufficient or will be available in adequate amounts or at a reasonable cost.
As an international company, we are, from time to time, the subject of investigations related to the Company’s international operations, including under U.S. export control laws (such as ITAR), the FCPA and other similar U.S. and foreign laws. To the best of the Company’s knowledge, there are not any potential or pending investigations at this time.
9. INCOME TAXES
The Company and its subsidiaries file income tax returns in the U.S. federal, various state and local, and certain foreign jurisdictions. As of June 30, 2025, the Company’s tax years subsequent to 2017 are subject to examination by tax authorities with few exceptions.
The effective tax rate was 29.0% and 28.0% for the three and six months ended June 30, 2025, respectively, and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation. The effective tax rate was 28.7% and 26.5% for the three and six months ended June 30, 2024, respectively, and was higher than the statutory rate primarily due to non-deductible executive compensation.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.
10. LEASES
The Company has operating leases for certain manufacturing and office space, retail locations, and equipment and finance leases for certain buildings and equipment. Lease assets and liabilities are recognized at the commencement date based on the present value of
24
lease payments over the lease term. The Company has elected the practical expedient and does not recognize a lease liability or right-of-use (“ROU”) asset for short-term leases (leases with a term of twelve months or less). The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is the rate for collateralized borrowings based on the current economic environment, credit history, credit rating, value of leases, currency in which the lease obligation is satisfied, rate sensitivity, lease term and materiality.
Our operating leases have remaining contractual terms of up to five years, some of which include options to extend the leases for up to five years. Our finance leases range from 4 to 39 years.
The amount of assets and liabilities related to our leases were as follows:
Finance lease assets
Property and equipment, net
2,822
Total lease assets
24,136
Current:
Operating lease liabilities
5,850
4,824
Finance lease liabilities
249
Long-term:
2,605
Total lease liabilities
24,349
15,557
The components of lease expense are recorded to cost of sales and selling, general and administration expenses in the condensed consolidated statements of operations and comprehensive income. The components of lease expense were as follows:
Finance lease cost:
Amortization of right-of-use assets
56
Interest on lease liabilities
Fixed operating lease costs(1)
1,651
1,265
3,071
2,414
Variable operating lease costs
605
399
1,015
654
Total lease cost
2,350
1,664
4,180
3,068
(1) Includes short-term leases, which are immaterial.
The weighted average remaining lease term and weighted average discount rate is as follows:
Weighted average remaining lease term (years):
Operating leases
5.7
3.1
Finance leases
27.0
Weighted average discount rate:
3.67%
3.14%
5.30%
25
The estimated future minimum lease payments under leases for the remaining six months of 2025, the next four years and thereafter is as follows:
Finance Leases
Operating Leases
4,637
396
5,979
4,573
3,484
367
2,515
4,439
5,417
Total future lease payments
6,243
26,605
Less: Amount representing interest
(3,389)
(5,110)
Present value of lease liabilities
2,854
21,495
Supplemental cash flow information related to leases is as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases
3,231
Financing cash flows - finance leases
74
Right-of-use assets obtained in exchange for lease liabilities:
8,500
2,890
11. RELATED PARTY TRANSACTIONS
The Company leases some distribution warehouses and retail stores from certain employees. The Company recorded rent expense related to these leases of $109 and $101 for the three months ended June 30, 2025, respectively, and $237 and $194 for the six months ended June 30, 2025 and 2024, respectively. Rent expense related to these leases is included in related party expense in the Company’s condensed consolidated statements of operations and comprehensive income.
During the three and six months ended June 30, 2025, the Company paid $1,000 to Kanders & Company, Inc., a company controlled by Warren Kanders, our Chief Executive Officer, for services related to the acquisition of Zircaloy, which is included in related party expense in the Company’s condensed consolidated statements of operations and comprehensive income.
During the six months ended June 30, 2024, the Company paid $1,750 to Kanders & Company, Inc., a company controlled by Warren B. Kanders, our Chief Executive Officer, for services related to the acquisition of Alpha Safety, which is included in related party expense in the Company’s condensed consolidated statements of operations and comprehensive income.
12. SEGMENT DATA
Our segment disclosure is intended to provide the users of our consolidated financial statements with a view of the business that is consistent with the management of the Company.
Our operations are comprised of two operating and reportable segments: Product and Distribution. The Product segment is comprised of components that manufacture and sell products, while the Distribution segment is comprised of our business that serves as a one-stop
26
shop for law enforcement agencies that sells goods produced by the Product segment, as well as other third-party products. Segment information is consistent with how the chief operating decision maker (“CODM”), our chief executive officer, reviews the business, makes investing and resource allocation decisions and assesses operating performance. The CODM evaluates segment performance and decides how to allocate resources based on segment gross profit. The CODM is not regularly provided asset information or operating expenses by segment as that information is not available.
Three Months Ended June 30, 2025
Reconciling
Items(1)
140,135
25,508
(8,534)
81,702
19,609
(8,451)
58,433
5,899
(83)
Three Months Ended June 30, 2024
128,433
25,588
(9,712)
75,621
19,723
(9,685)
52,812
5,865
(27)
Six Months Ended June 30, 2025
252,870
53,370
(19,025)
144,327
41,450
(18,942)
108,543
11,920
Six Months Ended June 30, 2024
247,218
53,779
(18,828)
143,385
41,280
(18,774)
103,833
12,499
(54)
(1) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments.
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MANAGEMENT DISCUSSION AND ANALYSIS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and results of operations of Cadre Holdings, Inc. (D/B/A The Safariland Group) (“Cadre,” “the Company” “we,” “us” and “our”) should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Cadre’s control. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward- looking statements include, but are not limited to, those discussed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024 and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.
Our Business
Cadre is 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. Our equipment provides critical protection to allow its users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. Through our dedication to superior quality, we establish a direct covenant with end users that our products will perform and keep them safe when they are most needed. We sell a wide range of products including body armor, explosive ordnance disposal equipment and duty gear through both direct and indirect channels. In addition, through our owned distribution, we serve as a one-stop shop for first responders providing equipment we manufacture as well as third-party products including uniforms, optics, boots, firearms and ammunition. The majority of our diversified product offering is governed by rigorous safety standards and regulations. Demand for our products is driven by technological advancement as well as recurring modernization and replacement cycles for the equipment to maintain its efficiency, effective performance and regulatory compliance.
We service the ever-changing needs of our end users by investing in research and development for new product innovation and technical advancements that continually raise the standards for safety equipment. Our target end user base includes domestic and international first responders such as state and local law enforcement, fire and rescue, explosive ordnance disposal technicians, emergency medical technicians, fishing and wildlife enforcement and departments of corrections, as well as federal agencies including the U.S. Department of State, U.S. Department of Defense, U.S. Department of Interior, U.S. Department of Justice, U.S. Department of Homeland Security, U.S. Department of Corrections and numerous foreign government agencies in over 100 countries.
In April 2025, the Company acquired Zircaloy for $98.9 million.
The following table sets forth a summary of our financial highlights for the periods indicated:
(in thousands)
Adjusted EBITDA(1)
26,994
28,322
47,491
52,810
Net sales increased by $12.8 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily as a result of the Zircaloy acquisition and increased demand for existing nuclear safety products, partially offset by a decrease in explosive ordnance disposal (“EOD”) products.
Net income decreased by $0.4 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily as a result of increased transaction costs and interest expense, partially offset by gains from foreign currency fluctuations.
Net sales increased by $5.0 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily as a result of the Zircaloy acquisition and increased demand for duty gear and existing nuclear safety products, partially offset by decreases in EOD and armor products, both a result of large orders delivered in the six months ended June 30, 2024.
Net income increased by $2.0 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily as a result of gains from foreign currency fluctuations, partially offset by increased payroll expense and associated benefits, interest expense and provision for taxes.
KEY PERFORMANCE METRICS
Orders backlog
We monitor our orders backlog, which we believe is a forward-looking indicator of potential sales. Our orders backlog for products includes all orders that have been received and are believed to be firm. Due to municipal government procurement rules, in certain cases orders included in backlog are subject to budget appropriation or other contract cancellation clauses. Consequently, our orders backlog may differ from actual future sales. Orders backlog can be helpful to investors in evaluating the performance of our business and identifying trends over time.
The following table presents our orders backlog as of the periods indicated:
186,268
128,814
Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods. The majority of our products are generally processed and shipped within one to three weeks of an order being placed, though the fulfillment time for certain products, for example, explosive ordnance disposal equipment, may take three months or longer. Our orders backlog could experience volatility between periods, including as a result of customer order volumes and the speed of our order fulfillment, which in turn may be impacted by the nature of products ordered, the amount of inventory on hand and the necessary manufacturing lead time.
Orders backlog increased by $57.5 million as of June 30, 2025 compared to December 31, 2024, primarily due to increases of $56.6 million from the Zircaloy acquisition, $5.9 million from chemiluminescent products and $3.8 million from structural armor products, partially offset by reductions of $6.5 million from existing nuclear safety products and $3.5 million from the delivery of large orders for crowd control products in the six months ended June 30, 2025.
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RESULTS OF OPERATIONS
In order to reflect the way our chief operating decision maker reviews and assesses the performance of the business, Cadre has determined that it has two reportable segments — the Product segment, which is comprised of components that manufacture and sell products, and the Distribution segment, which is comprised of our business that serves as a one-stop shop for law enforcement agencies that sells goods produced by the Product segment, as well as other third-party products. Segment information is consistent with how the chief operating decision maker, our chief executive officer, reviews the business, makes investing and resource allocation decisions and assesses operating performance.
The following table presents data from our results of operations for the three and six months ended June 30, 2025 and 2024 (in thousands unless otherwise noted):
% Chg
8.9
1.8
8.4
0.6
9.5
3.5
17.0
9.6
17,405.3
29.6
998.0
(36.4)
28.1
9.2
(26.4)
(11.6)
79.2
59.9
(1,919.6)
(515.8)
(207.9)
(129.2)
(2.3)
12.5
(1.0)
19.1
(2.8)
10.1
The following tables present segment data for the three and six months ended June 30, 2025 and 2024 (in thousands):
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Comparison of Three months Ended June 30, 2025 to Three months Ended June 30, 2024
Net sales. Product segment net sales increased by $11.7 million, or 9.1%, from $128.4 million to $140.1 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to increases of $13.4 million from the Zircaloy acquisition and $1.8 million from existing nuclear safety products, partially offset by a decrease of $3.4 million from EOD products. Distribution segment net sales decreased by $0.1 million, or 0.3%, from $25.6 million to $25.5 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to decreased demand for hard goods. Reconciling items consisting primarily of intercompany eliminations were $8.5 million and $9.7 million for the three months ended June 30, 2025 and 2024, respectively.
Cost of goods sold and gross profit. Product segment cost of goods sold increased by $6.1 million, or 8.0%, from $75.6 million to $81.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to the Zircaloy acquisition and increased costs to manufacture products, partially offset by continuous improvement projects. Product segment gross profit as a percentage of net sales increased by 60 basis points to 41.7% for the three months ended June 30, 2025 from 41.1% for the three months ended June 30, 2024, mainly driven by favorable pricing net of material inflation, a decrease in inventory step-up amortization, and exchange rate favorability. Distribution segment cost of goods sold decreased by $0.1 million, or 0.6%, from $19.7 million to $19.6 million for the three months ended June 30, 2025 as compared to the same period in 2024, primarily due to favorable mix. Distribution segment gross profit as a percentage of net sales increased by 20 basis points to 23.1% for the three months ended June 30, 2025 from 22.9% for the three months ended June 30, 2024, mainly driven by favorable mix. Reconciling items consisting primarily of intercompany eliminations were $8.5 million and $9.7 million for the three months ended June 30, 2025 and 2024, respectively.
Selling, general and administrative. Selling, general and administrative increased by $6.6 million, or 17.0%, for the three months ended June 30, 2025 as compared to the same period in 2024, primarily due to the Zircaloy acquisition and increases in payroll expense and associated benefits and contingent consideration expense.
Restructuring and transaction costs. Restructuring and transaction costs increased by $3.3 million for the three months ended June 30, 2025 primarily due to costs incurred for the Zircaloy acquisition.
Related party expense. Related party expense, which ordinarily consists of rent expense related to distribution warehouses and retail stores that we lease from related parties, increased by $1.0 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 due to a $1.0 million transaction fee paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with the Zircaloy acquisition.
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Interest expense. Interest expense increased by $1.6 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to the debt assumed as part of the Zircaloy acquisition in April 2025.
Other income (expense), net. Other income, net was $7.4 million for the three months ended June 30, 2025 as compared to Other expense, net of $1.8 million for the three months ended June 30, 2024, primarily due to changes in foreign currency exchange rates.
Provision for income taxes. Provision for income taxes was $5.0 million for the three months ended June 30, 2025 compared to $5.0 million for the three months ended June 30, 2024. The effective tax rate was 29.0% for the three months ended June 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation. The effective tax rate was 28.7% for the three months ended June 30, 2024 and was higher than the statutory rate primarily due to non-deductible executive compensation.
Comparison of Six months Ended June 30, 2025 to Six months Ended June 30, 2024
Net sales. Product segment net sales increased by $5.7 million, or 2.3%, from $247.2 million to $252.9 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to increases of $13.4 million from the Zircaloy acquisition, $9.5 million from existing nuclear safety products, $2.4 million from duty gear products, partially offset by decreases of $10.7 million from EOD and $7.8 million from armor products, both a result of large orders delivered in the six months ended June 30, 2024. Distribution segment net sales decreased by $0.4 million, or 0.8%, from $53.8 million to $53.4 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to decreased demand for hard goods. Reconciling items consisting primarily of intercompany eliminations were $19.0 million and $18.8 million for the six months ended June 30, 2025 and 2024, respectively.
Cost of goods sold and gross profit. Product segment cost of goods sold increased by $0.9 million, or 0.7%, from $143.4 million to $144.3 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to the Zircaloy acquisition and increased costs to manufacture product, partially offset by lower volumes and a decrease in inventory step-up amortization. Product segment gross profit as a percentage of net sales increased by 92 basis points to 42.9% for the six months ended June 30, 2025 from 42.0% for the six months ended June 30, 2024, mainly driven by favorable pricing net of material inflation, a decrease in inventory step-up amortization and exchange rate favorability, partially offset by labor and overhead inflation. Distribution segment cost of goods sold increased by $0.2 million, or 0.4%, from $41.3 million to $41.5 million for the six months ended June 30, 2025 as compared to the same period in 2024, primarily due to unfavorable mix. Distribution segment gross profit as a percentage of net sales decreased by 91 basis points to 22.3% for the six months ended June 30, 2025 from 23.2% for the six months ended June 30, 2024, mainly driven by unfavorable mix. Reconciling items consisting primarily of intercompany eliminations were $18.9 million and $18.8 million for the six months ended June 30, 2025 and 2024, respectively.
Selling, general and administrative. Selling, general and administrative increased by $7.6 million, or 9.6%, for the six months ended June 30, 2025 as compared to the same period in 2024, primarily due to the Zircaloy acquisition, payroll expense and associated benefits, and professional services expenses.
Restructuring and transaction costs. Restructuring and transaction costs increased by $0.9 million for the six months ended June 30, 2025 primarily due to costs incurred for the Zircaloy acquisition.
Related party expense. Related party expense, which ordinarily consists of rent expense related to distribution warehouses and retail stores that we lease from related parties, decreased by $0.7 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily due to a prior year $1.8 million transaction fee offset by a current year $1.0 million transaction fee paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with the acquisitions of Alpha Safety and Zircaloy, respectively.
Interest expense. Interest expense increased by $2.2 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to the debt assumed as part of the Zircaloy acquisition in April 2025.
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Other income (expense), net. Other income, net was $7.4 million for the six months ended June 30, 2025 as compared to Other expense, net of $1.8 million for the six months ended June 30, 2024, primarily due to changes in foreign currency exchange rates.
Provision for income taxes. Provision for income taxes was $8.4 million for the six months ended June 30, 2025 compared to $7.0 million for the six months ended June 30, 2024. The effective tax rate was 28.0% for the six months ended June 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation. The effective tax rate was 26.5% for the six months ended June 30, 2024 and was higher than the statutory rate primarily due to non-deductible executive compensation.
NON-GAAP MEASURES
This Quarterly Report on Form 10-Q includes EBITDA and Adjusted EBITDA, which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S. GAAP. EBITDA is defined as net income before depreciation and amortization expense, interest expense and provision for income tax. Adjusted EBITDA represents EBITDA that excludes restructuring and transaction costs, other (income) expense, net, stock-based compensation expense, stock-based compensation payroll tax expense, long-term incentive plan (“LTIP”) bonus, amortization of inventory step-up and contingent consideration expense as these items do not represent our core operating performance.
EBITDA and Adjusted EBITDA are performance measures that we believe are useful to investors and analysts because they illustrate the underlying financial and business trends relating to our core, recurring results of operations and enhance comparability between periods. Adjusted EBITDA is considered by our board of directors and management as an important factor in determining performance-based compensation.
EBITDA and Adjusted EBITDA are not recognized measures under U.S. GAAP and are not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly-titled measures of performance of other companies. Investors should exercise caution in comparing our non-GAAP measures to any similarly titled measures used by other companies. These non-GAAP financial measures exclude certain items required by U.S. GAAP and should not be considered as alternatives to information reported in accordance with U.S. GAAP.
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The table below presents our EBITDA and Adjusted EBITDA reconciled to the most comparable GAAP financial measures for the periods indicated:
Add back:
4,676
4,620
3,590
2,003
5,821
3,640
4,998
5,047
8,358
7,017
EBITDA
25,475
24,237
44,170
38,714
Restructuring and transaction costs(1)
4,326
5,024
4,856
Other (income) expense, net(2)
(6,114)
336
(7,401)
1,780
Stock-based compensation expense(3)
2,084
Stock-based compensation payroll tax expense(4)
48
92
441
LTIP bonus(5)
(1)
Amortization of inventory step-up(6)
1,541
Contingent consideration expense(7)
Adjusted EBITDA
Adjusted EBITDA decreased by $1.3 million for the three months ended June 30, 2025 as compared to 2024, primarily due to increased selling, general and administrative costs partially offset by favorable pricing net of material inflation and favorable exchange rates. Adjusted EBITDA decreased by $5.3 million for the six months ended June 30, 2025 as compared to 2024, primarily due to increased selling, general and administrative costs partially offset by favorable pricing net of material inflation, exchange rate favorability, and continuous improvement projects.
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LIQUIDITY AND CAPITAL RESOURCES
Liquidity refers to our ability to generate sufficient cash flows to meet the cash requirements of our business operations, including working capital needs, capital expenditures, debt service, acquisitions and other commitments. Our principal sources of liquidity have been cash provided by operating activities, cash on hand and amounts available under our revolving loans.
For the six months ended June 30, 2025, net cash provided by operating activities totaled $20.0 million and as of June 30, 2025, cash and cash equivalents totaled $137.5 million. We believe that our cash flows from operations and cash on hand, and available borrowing capacity under our existing credit facilities (as described below) will be adequate to meet our liquidity requirements for at least the 12 months following the date of this Quarterly Report on Form 10-Q. Our future capital requirements will depend on several factors, including future acquisitions and investments in our manufacturing facilities and equipment. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us, if at all.
Debt
As of June 30, 2025 and December 31, 2024, we had $315.2 million and $223.2 million in outstanding debt, net of debt discounts and debt issuance costs, respectively, primarily related to the term loan facilities.
On December 20, 2024 (the “2024 Credit Agreement Closing Date”), the Company refinanced its existing credit facilities and entered into an Amended and Restated Credit Agreement (the “2024 Credit Agreement”), whereby Safariland, LLC, as borrower (the “2024 Borrower”), the Company, and certain domestic subsidiaries of the 2024 Borrower, as guarantors (the “2024 Guarantors”), closed on and received funding under the 2024 Credit Agreement with PNC, as administrative agent, swingline lender, and issuing lender, along with several other lenders (collectively, the “2024 Lenders”). The 2024 Credit Agreement amends and restates the 2021 Credit Agreement in its entirety.
Pursuant to the 2024 Credit Agreement, the 2024 Borrower (i) borrowed $225.0 million under a term loan facility (the “2024 Term Loans”), (ii) may borrow up to $175.0 million under a revolving credit facility (the “2024 Revolving Loan”), including up to $30.0 million for letters of credit and up to $10.0 million for swingline loans, (iii) may borrow up to $115.0 million under a delayed draw term loan A-1 facility (the “DDTL A-1 Facility”) available through June 20, 2025, and (iv) may borrow up to $75.0 million under a delayed draw term loan A-2 facility (the “DDTL A-2 Facility”) available through June 20, 2026. Each of these facilities matures on December 20, 2029. The proceeds of the 2024 Term Loans were used to refinance the outstanding term loans under the 2021 Credit Agreement and to pay fees and expenses incurred in connection with entering into the 2024 Credit Agreement. The 2024 Credit Agreement also permits the 2024 Borrower, subject to certain requirements, to arrange with lenders for an aggregate of $100.0 million (or more if certain leverage ratios are met) of additional revolving and/or term loan commitments (both of which are currently uncommitted).
The 2024 Credit Agreement is guaranteed, jointly and severally, by the 2024 Guarantors and, subject to certain exceptions, secured by a first-priority security interest in substantially all of the assets of the 2024 Borrower and the 2024 Guarantors pursuant to an Amended
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and Restated Security and Pledge Agreement and an Amended and Restated Guaranty and Suretyship Agreement, each dated as of the 2024 Credit Agreement Closing Date.
The 2024 Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the 2024 Borrower or any 2024 Guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, dispositions, and mandatory prepayments in connection with certain liquidity events. Additionally, the 2024 Credit Agreement contains certain restrictive debt covenants, which require us to: (i) maintain a minimum fixed charge coverage ratio of 1.25 to 1.00, starting with the quarter ended December 31, 2024, which is to be determined for each quarter end on a trailing four quarter basis and (ii) maintain a quarterly maximum consolidated total net leverage ratio of 4.00 to 1.00 from the quarter ended December 31, 2024 until the quarter ended March 31, 2026, and thereafter 3.50 to 1.00, which is in each case to be determined on a trailing four quarter basis; provided that under certain circumstances and subject to certain limitations, in the event of a material acquisition, we may temporarily increase the consolidated total net leverage ratio by up to 0.50 to 1.00 for four fiscal quarters following such acquisition, subject to a maximum consolidated total net leverage ratio of 4.00 to 1.00. Furthermore, the 2024 Credit Agreement also includes customary events of default, including non-payment of principal, interest, or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payments on other material indebtedness, bankruptcy and insolvency events, material judgments, and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the 2024 Credit Agreement may be accelerated, and the Lenders could foreclose on their security interests in the assets of the Borrower and the Guarantors. As of August 1, 2025, there were no amounts outstanding under the 2024 Revolving Loan.
The foregoing description of the 2024 Credit Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 23, 2024, and is incorporated herein by reference as though fully set forth herein.
There were no amounts outstanding under the 2024 Revolving Loan as of June 30, 2025 and December 31, 2024. As of June 30, 2025, there were $2.0 million in outstanding letters of credit and $173.0 million of availability.
On October 14, 2021, Med-Eng Holdings ULC and Pacific Safety Products Inc., the Company’s Canadian subsidiaries, as borrowers (the “Canadian Borrowers”), and Safariland, LLC, as guarantor (the “Canadian Guarantor”), closed on a line of credit pursuant to a Loan Agreement (the “Canadian Loan Agreement”) and a Revolving Line of Credit Note (the “Note”) with PNC Bank Canada Branch (“PNC Canada”), as lender pursuant to which the Canadian Borrowers may borrow up to CDN$10.0 million under a revolving line of credit (including up to $3.0 million for letters of credit) (the “Revolving Canadian Loan”). The Revolving Canadian Loan matures on July 23, 2026. The Canadian Loan Agreement is guaranteed by the Canadian Guarantor pursuant to a Guaranty and Suretyship Agreement.
The Canadian Borrowers may elect to have borrowings either in United States dollars or Canadian dollars under the Canadian Loan Agreement, which will bear interest at a base rate or SOFR, in each case, plus an applicable margin, in the case of borrowings in United States dollars, or at a Canadian Prime Rate (as announced from time to time by PNC Canada) or a Canadian deposit offered rate (“CDOR”) as determined from time to time by PNC Canada in accordance with the Canadian Loan Agreement. The applicable margin for these borrowings will range from 0.50% to 1.50% per annum, in the case of base rate borrowings and Canadian Prime Rate borrowings, and 1.50% to 2.50% per annum, in the case of SOFR borrowings and CDOR borrowings. The Canadian Loan Agreement also requires the Canadian Borrowers to pay (i) an unused line fee on the unused portion of the loan commitments in an amount ranging
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between 0.175% and 0.25% per annum, based upon the level of the Company’s consolidated total net leverage ratio, and (ii) an upfront fee equal to 0.25% of the principal amount of the Note.
The Canadian Loan Agreement also contains customary representations and warranties, and affirmative and negative covenants, including, among others, limitations on additional indebtedness, entry into new lines of business, entry into guarantee agreements, making of any loans or advances to, or investments in, any other person, restrictions on liens on the assets of the Canadian Borrowers and mergers, transfers of assets and acquisitions. The Canadian Loan Agreement and Note also contain customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other material indebtedness, bankruptcy and insolvency events, material judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Canadian Loan Agreement may be accelerated. As of August 1, 2025, there were no amounts outstanding under the Revolving Canadian Loan.
The foregoing description of the Canadian Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Canadian Loan Agreement, which is exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2022, and is incorporated herein by reference as though fully set forth herein.
Cash Flows
The following table presents a summary of our cash flows for the periods indicated:
Effects of foreign exchange rates on cash and cash equivalents
During the six months ended June 30, 2025, net cash provided by operating activities of $20.0 million resulted primarily from net income of $21.5 million, add-backs to net income of a $8.5 million for depreciation and amortization, and $4.4 million for stock-based compensation, primarily offset by deductions to net income of $3.5 million for unrealized foreign currency transaction gains and $13.4 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts receivable of $10.4 million, an increase in inventories of $11.3 million and a decrease in accounts payable and other liabilities of $15.8 million.
During the six months ended June 30, 2024, net cash provided by operating activities of $13.3 million resulted primarily from net income of $19.5 million, a $8.6 million add-back to net income for depreciation and amortization, a $4.2 million add-back to net income for stock-based compensation and a net deduction to net income of $22.3 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts payable and other liabilities of $22.0 million, an increase in accounts receivable of $3.4 million and a decrease in inventories of $2.4 million.
During the six months ended June 30, 2025, we used $92.3 million of cash in investing activities, primarily consisting of $89.6 million for the acquisition of Zircaloy.
During the six months ended June 30, 2024, we used $145.1 million of cash in investing activities, primarily consisting of $141.8 million for the acquisition of ICOR and Alpha Safety.
During the six months ended June 30, 2025, net cash provided by financing activities of $82.9 million resulted primarily from proceeds from term loans of $97.5 million, partially offset by principal payments on term loans of $5.7 million and dividends distributed of $7.7 million.
During the six months ended June 30, 2024, net cash provided by financing activities of $149.9 million resulted primarily from proceeds from term loans of $80.0 million and proceeds from the secondary offering, including option exercise, of $91.8 million, partially offset by principal payments on term loans of $6.1 million, taxes paid in connection with employee stock transactions of $5.3 million and dividends distributed of $6.8 million.
Contractual Obligations
The following table summarizes our significant contractual obligations as of June 30, 2025 by period:
Less than
More than
1 year
1-3 Years
3-5 Years
5 Years
Lease obligations(1)
32,848
4,886
11,344
6,762
9,856
Debt(2)
32,530
276,563
Interest on debt(3)
63,701
7,990
29,665
26,046
Total contractual obligations
413,775
21,009
73,539
309,371
Off-Balance Sheet Arrangements
We do not engage in off-balance sheet financing arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES
Our condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. Preparation of the financial statements requires us to make judgments, estimates and assumptions that impact the reported amount of net sales and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when the estimate or assumption is complex in nature or requires a high degree of judgment and when the use of different judgments, estimates and assumptions could have a material impact on our condensed consolidated financial statements. While our significant accounting policies are described in more detail in notes in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
There have been no significant changes to our critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Adopted and Issued Accounting Pronouncements
Recently issued and adopted accounting pronouncements are described in notes to our audited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have in the past and may in the future be exposed to certain market risks, including interest rate, foreign currency exchange in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial condition or results of operations due to adverse changes in financial market prices and rates. These risks are not significant to our results of operations, but they may be in the future. We do not hold or issue financial instruments for speculative or trading purposes. There have not been material changes in market risk exposures as of June 30, 2025.
Interest rate risk
Changes in interest rates affect the amount of interest expense we are required to pay on our floating rate debt. As of June 30, 2025, we had $316.9 million in outstanding floating rate debt, which bears interest at one-month SOFR (4.33% as of June 30, 2025) plus applicable margin.
We entered into the Swap Agreements to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed and designated them as cash flow hedges. Under the terms of the Swap Agreements, we receive payments based on the 1-month SOFR. A portion of the amount included in accumulated other comprehensive income (loss) is reclassified into interest expense, net as a yield adjustment as interest is either paid or received on the hedged debt. The fair value of our Swap Agreements is based upon Level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements.
We performed a sensitivity analysis on the principal amount of debt as of June 30, 2025, as well as the effect of our Swap Agreements. Further, in this sensitivity analysis, the change in interest rates is assumed to be applicable for an entire year. On an annual basis, a change of 100 basis points in the applicable interest rate would cause a change in interest expense of $3.2 million on the principal amount of debt and a $1.0 million change in interest expense when including the effect of our Swap Agreements.
As of June 30, 2025, we had the following Swap Agreements (in thousands):
During the six months ended June 30, 2025, there were no interest rate swap agreements that expired.
Foreign currency exchange rate risk
Our operations are geographically diverse and we are exposed to foreign currency exchange risk, primarily the Canadian dollar and Mexican peso, related to our transactions and our subsidiaries’ balances that are denominated in currencies other than the U.S. dollar, our functional currency.
The Company has entered into forward contracts to hedge forecasted Mexican peso denominated costs associated with our Mexican subsidiary. These contracts are designated as cash flow hedges to manage foreign currency transaction risk and are measured at fair value and reported as current assets or current liabilities in the condensed consolidated balance sheets. Any changes in the fair value of designated cash flow hedges are recorded in other comprehensive income (loss) and are reclassified from accumulated other comprehensive income (loss) into earnings in the period the hedged item impacts earnings.
Significant currency fluctuations could impact the comparability of our results of operations between periods. A 10% increase or decrease in the value of the Canadian dollar to the U.S. dollar would have caused our reported net sales to increase or decrease by approximately $0.4 million and $0.8 million for the three and six months ended June 30, 2025, respectively. A 10% increase or decrease in the value of the Canadian dollar to the U.S. dollar would have caused our reported net income to increase or decrease by approximately $0.2 million and $0.3 million for the three and six months ended June 30, 2025, respectively, excluding unrealized gains or losses from remeasurement. A 10% increase or decrease in the value of the Mexican peso to the U.S. dollar would have caused our reported net income to increase or decrease by approximately $0.6 million and $1.1 million for the three and six months ended June 30, 2025, respectively, excluding unrealized gains or losses from remeasurement and the impact of cash flow hedges.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, its principal executive officer and principal financial officer, respectively, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of June 30, 2025. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports the Company files or submits under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of June 30, 2025 were effective.
Changes in Internal Control over Financial Reporting
The Company acquired Zircaloy on April 22, 2025. The Company is currently in the process of integrating the internal controls over financial reporting. Except for the continued integration of Zircaloy, there has been no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) or Rule 15d-15(f)) that occurred during the three months ended June 30, 2025, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls can prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.
41
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to Note 8 of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, nor did the Company during such fiscal quarter adopt or terminate any “Rule 10b5-1 trading arrangement”.
ITEM 6. EXHIBITS
Exhibit No.
Description
Cadre Holdings, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 5, 2025).
31.1*
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith
**
Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 5, 2025
By:
/s/ Warren B. Kanders
Name:
Warren B. Kanders
Title:
Chief Executive Officer
(Principal Executive Officer)
/s/ Blaine Browers
Blaine Browers
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)