0001860543false00018605432024-03-052024-03-05

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

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

Date of Report (Date of earliest event reported): March 5, 2024

CADRE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40698

38-3873146

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

 

Identification Number)

13386 International Pkwy

32218

Jacksonville, Florida

(Zip Code)

(Address of principal executive offices)

 

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

N/A

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

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

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

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

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

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.0001

CDRE

New York Stock Exchange

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

Emerging growth company

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

Item 2.02 Results of Operations and Financial Condition

On March 5, 2024, Cadre Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a presentation regarding the Company’s financial results for the fourth quarter and year ended December 31, 2023.

The press release and presentation contain the non-GAAP measures earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), adjusted EBITDA and adjusted EBITDA margin. The Company believes that the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. The non-GAAP measures are reconciled to comparable GAAP financial measures within the press release and the presentation. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure

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

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Description

 

 

 

99.1

 

Press Release, dated March 5, 2024 (furnished only).

99.2

 

Slide Presentation for Conference Call held on March 5, 2024 (furnished only).

104

 

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

SIGNATURES

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

Dated: March 5, 2024

 

CADRE HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Blaine Browers

 

 

Name:Blaine Browers

 

 

Title:Chief Financial Officer

Exhibit 99.1

Cadre Holdings Reports Fourth Quarter and Full Year 2023 Financial Results

Achieved Annual Net Sales of $483 Million, Gross Margin of 41.6% and Net Income of $39 million

Generated Record Annual Adjusted EBITDA and Adjusted EBITDA Margin

Expects Full Year 2024 Net Sales of $553 to $572 Million and Adjusted EBITDA of $104 to $108 Million

JACKSONVILLE, Fla., March 5, 2024 – Cadre Holdings, Inc. (NYSE: CDRE) ("Cadre" or "the Company"), a global leader in the manufacturing and distribution of safety equipment, announced today its consolidated operating results for the quarter and year ended December 31, 2023.

Net sales of $124.6 million for the fourth quarter; net sales of $482.5 million for the year ended December 31, 2023
Gross profit margin of 39.9% for the fourth quarter; gross profit margin of 41.6% for the year ended December 31, 2023
Net income of $9.6 million, or $0.25 per diluted share, for the fourth quarter; net income of $38.6 million, or $1.02 per diluted share, for the year ended December 31, 2023
Adjusted EBITDA of $20.7 million for the fourth quarter; Adjusted EBITDA of $85.8 million for year ended December 31, 2023
Adjusted EBITDA margin of 16.6% for the fourth quarter; Adjusted EBITDA margin of 17.8% for the year ended December 31, 2023
Declared quarterly cash dividend of $0.0875 per share in January 2024. On an annualized basis, this dividend represents an increase of $0.03 per share, or 9.4% per share, over the previous annualized dividend of $0.32 per share.

“2023 was a record year, reflective of Cadre’s outstanding strategic execution and the strong and recurring demand for our best-in-class, mission-critical safety equipment,” said Warren Kanders, CEO and Chairman. “Strong fourth quarter results capped off an outstanding year, in which we generated our highest annual revenue, Adjusted EBITDA, gross margin, and Adjusted EBITDA margin since inception. Based on the ongoing, successful implementation of the Cadre operating model, strong secular tailwinds, and confidence in our leading platform of premium safety brands moving forward, our 2024 guidance shared today implies at its midpoints full-year revenue and adjusted EBITDA growth next year of 16.5% and 23.5%, respectively.”

Mr. Kanders added, “M&A has been a key tenet of our strategy to seek to unlock long-term value, and we are pleased to have recently capitalized on attractive opportunities to add two high-margin safety businesses with recurring revenues. With the acquisition of ICOR Technology, we’ve considerably expanded our ability to provide mission-critical EOD robots to law enforcement agencies and military organizations. Additionally, the acquisition of Alpha Safety represents an important step in diversifying Cadre’s platform, as we enter an attractive new adjacent vertical with a large and growing total addressable market. Supported by a robust acquisition pipeline, as well as favorable industry dynamics, we believe Cadre is ideally positioned to continue to grow our platform and further enhance our market leadership over the long-term.”

Fourth Quarter and Year Ended 2023 Operating Results

For the quarter ended December 31, 2023, Cadre generated net sales of $124.6 million, as compared to $123.6 million for the quarter ended December 31, 2022. Net sales were impacted by a decrease in the Product segment primarily resulting from project timing in our explosive ordnance disposal (“EOD”) products which were offset by an increased demand for armor products, duty gear products and crowd control products. Net sales were also impacted by an increase in the Distribution segment primarily the result of agency demand for hard goods.

For the year ended December 31, 2023, Cadre generated net sales of $482.5 million, as compared to $457.8 million for the prior year period, mainly driven by higher demand for armor and crowd control products, as well as recent acquisitions, partially offset by a decrease from large international orders for EOD products fulfilled in the prior year.


For the quarter ended December 31, 2023, Cadre generated gross profit of $49.8 million, as compared to $48.5 million for the quarter ended December 31, 2022. For the year ended December 31, 2023, Cadre generated gross profit of $200.7 million, as compared to $175.7 million for the prior year period.

Gross profit margin was 39.9% for the quarter ended December 31, 2023, as compared to 39.2% for the quarter ended December 31, 2022 mainly driven by favorable pricing and product mix.

Gross profit margin was 41.6% for the year ended December 31, 2023, as compared to 38.4% for the prior year period, mainly driven by favorable pricing, product mix and productivity, partially offset by inflation and pressure from a stronger Mexican peso.

Net income was $9.6 million for the quarter ended December 31, 2023, as compared to net income of $6.6 million for the quarter ended December 31, 2022. The increase resulted primarily from increased net sales, unrealized foreign exchange and lower tax expense.

Net income was $38.6 million for the year ended December 31, 2023, as compared to net income of $5.8 million for the prior year period, primarily as a result of an increase in net sales and decreased stock-based compensation expense.

Cadre generated $20.7 million of Adjusted EBITDA for the quarter ended December 31, 2023, as compared to $22.4 million for the quarter ended December 31, 2022. Adjusted EBITDA margin was 16.6% for the quarter ended December 31, 2023, as compared to 18.1% for the prior year period.

Cadre generated $85.8 million of Adjusted EBITDA for the year ended December 31, 2023, as compared to $75.7 million for the prior year period. Adjusted EBITDA margin was 17.8% for the year ended December 31, 2023, as compared to 16.5% for the prior year period.

Product segment gross profit margin was 40.7% for the fourth quarter and 43.1% for the year ended December 31, 2023. This compares to 40.4% and 40.3% for the respective prior year periods.

Distribution segment gross profit margin was 23.9% for the fourth quarter and 23.5% for the year ended December 31, 2023. This compares to 21.8% and 21.1% for the respective prior year periods.

Liquidity, Cash Flows and Capital Allocation

Cash and cash equivalents increased by $42.4 million from $45.3 million as of December 31, 2022 to $87.7 million as of December 31, 2023.
Total debt decreased by $9.6 million from $149.7 million as of December 31, 2022, to $140.1 million as of December 31, 2023.
Net debt (total debt net of cash and cash equivalents) decreased by $52.0 million from $104.4 million as of December 31, 2022, to $52.4 million as of December 31, 2023.
Capital expenditures totaled $2.7 million for the fourth quarter and $7.0 million for the year ended December 31, 2023, compared with $1.5 million for the fourth quarter and $4.7 million for the year ended December 31, 2022.

Dividend

On January 23, 2024, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.0875 per share, or $0.35 per share on an annualized basis, which represents an increase of $0.03 per share, or 9.4% per share, over the previous annualized dividend of $0.32 per share. Cadre's dividend payment was made on February 16, 2024, to shareholders of record as of the close of business on the record date of February 2, 2024. The declaration of any future dividend is subject to the discretion of the Company's Board of Directors.

Acquisition of ICOR Technology

On January 10, 2024, Cadre announced the completion of its accretive acquisition of ICOR Technology, a leading manufacturer and distributor of EOD and tactical robots and specialized protective security equipment for EOD and


military organizations worldwide. The purchase price was funded through available cash on the Company’s balance sheet.

Acquisition of Alpha Safety

On March 1, 2024, Cadre completed its accretive acquisition of Alpha Safety, a leading nuclear safety solutions company, for $106.5 million (including working capital and certain other adjustments at closing). The transaction was funded through available cash on the Company’s balance sheet and an increase in term debt under its existing credit facility.

2024 Outlook

For the full year 2024, Cadre expects to generate net sales in the range of $553 million to $572 million and Adjusted EBITDA in the range of $104 million and $108 million. We expect capital expenditures to be in the range of $8 million to $10 million. Cadre has not provided net income guidance due to the inherent difficulty of forecasting certain types of expenses and gains, which affect net income but not Adjusted EBITDA. Therefore, we do not provide a reconciliation of Adjusted EBITDA guidance to net income guidance.

Conference Call

Cadre management will host a conference call on Tuesday, March 5, 2024, at 5:00 PM EST to discuss the latest corporate developments and financial results. The dial-in number for callers in the US is (888)-596-4144 and the dial-in number for international callers is 646-968-2525. The access code for all callers is 3272793. A live webcast will also be available on the Company’s website at https://www.cadre-holdings.com/.

A replay of the call will be available through March 19, 2024. To access the replay, please dial 800-770-2030 in the U.S. or +1-609-800-9909 if outside the U.S., and then enter the access code 3272793.

About Cadre

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

Use of Non-GAAP Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The press release contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), (ii) adjusted EBITDA and (iii) adjusted EBITDA margin. The Company believes the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period- over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this press release. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

Forward-Looking Statements

Except for historical information, certain matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to all projections and anticipated levels of future performance. Forward-looking statements involve risks,


uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. Any number of factors could cause actual results to differ materially from projections or forward-looking statements, including without limitation, the availability of capital to satisfy our working capital requirements; anticipated trends and challenges in our business and the markets in which we operate; our ability to anticipate market needs or develop new or enhanced products to meet those needs; our expectations regarding market acceptance of our products; the success of competing products by others that are or become available in the market in which we sell our products; the impact of adverse publicity about the Company and/or its brands, including without limitation, through social media or in connection with brand damaging events and/or public perception; changes in political, social, economic or regulatory conditions generally and in the markets in which we operate; our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise; our ability to retain and attract senior management and other key employees; our ability to quickly and effectively respond to new technological developments; the effect of an outbreak of disease or similar public health threat, such as the COVID-19 pandemic, on the Company’s business; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; the ability of our information technology systems or information security systems to operate effectively, including as a result of security breaches, viruses, hackers, malware, natural disasters, vendor business interruptions or other causes; our ability to properly maintain, protect, repair or upgrade our information technology systems or information security systems, or problems with our transitioning to upgraded or replacement systems; our ability to protect our trade secrets or other proprietary rights and operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; our ability to maintain a quarterly dividend; logistical challenges related to supply chain disruptions and delays; the impact of inflation; the increased expenses associated with being a public company; and the related increased disclosure and reporting obligations; our ability to integrate the operations of the businesses we have acquired, including, without limitation, ICOR Technology Inc. and Alpha Safety, and may acquire in the future; and any material differences in the actual financial results of the Company’s past and future acquisitions as compared with the Company’s expectation. More information on potential factors that could affect the Company’s financial results are more fully described from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release, and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.

Contact:

Gray Hudkins

Cadre Holdings, Inc.

203-550-7148

gray.hudkins@cadre-holdings.com

Investor Relations:

The IGB Group

Leon Berman / Matt Berkowitz

212-477-8438 / 212-227-7098

lberman@igbir.com / mberkowitz@igbir.com

Media Contact:

Jonathan Keehner / Andrew Siegel

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449


CADRE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

December 31, 

2023

    

2022

Assets

 

  

 

  

Current assets

 

  

 

  

Cash and cash equivalents

$

87,691

$

45,286

Accounts receivable, net

 

58,360

 

64,557

Inventories

 

80,976

 

70,273

Prepaid expenses

 

11,930

 

10,091

Other current assets

 

6,886

 

6,811

Total current assets

 

245,843

 

197,018

Property and equipment, net

44,647

45,285

Operating lease assets

6,554

8,489

Deferred tax assets, net

 

4,004

 

2,255

Intangible assets, net

 

43,472

 

50,695

Goodwill

 

81,667

 

81,576

Other assets

 

4,992

 

6,634

Total assets

$

431,179

$

391,952

Liabilities, Mezzanine Equity and Shareholders' Equity

 

  

 

  

Current liabilities

 

  

 

  

Accounts payable

$

28,418

$

23,406

Accrued liabilities

 

44,524

 

38,720

Income tax payable

 

9,944

 

4,584

Current portion of long-term debt

 

12,320

 

12,211

Total current liabilities

 

95,206

 

78,921

Long-term debt

 

127,812

 

137,476

Long-term operating lease liabilities

3,186

4,965

Deferred tax liabilities

 

4,843

 

3,508

Other liabilities

 

2,970

 

1,192

Total liabilities

 

234,017

 

226,062

Mezzanine equity

 

 

  

Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2022)

 

 

Shareholders' equity

 

 

  

Common stock ($0.0001 par value, 190,000,000 shares authorized, 37,587,436 and 37,332,271 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively)

 

4

 

4

Additional paid-in capital

 

212,630

 

206,540

Accumulated other comprehensive income

 

634

 

2,087

Accumulated deficit

 

(16,106)

 

(42,741)

Total shareholders’ equity

 

197,162

 

165,890

Total liabilities, mezzanine equity and shareholders' equity

$

431,179

$

391,952


CADRE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)

Three Months Ended December 31, 

Year Ended December 31, 

    

2023

    

2022

    

2023

    

2022

Net sales

$

124,583

$

123,645

$

482,532

$

457,837

Cost of goods sold

 

74,825

 

75,117

 

281,806

 

282,159

Gross profit

 

49,758

 

48,528

 

200,726

 

175,678

Operating expenses

 

  

 

  

 

  

 

  

Selling, general and administrative

 

34,904

 

34,698

 

140,519

 

153,129

Restructuring and transaction costs

 

1,060

 

975

 

2,192

 

4,355

Related party expense

 

1,117

 

132

 

1,496

 

1,478

Total operating expenses

 

37,081

 

35,805

 

144,207

 

158,962

Operating income

 

12,677

 

12,723

 

56,519

 

16,716

Other expense

 

  

 

  

 

  

 

  

Interest expense

 

(804)

 

(1,710)

 

(4,531)

 

(6,206)

Other income (expense), net

 

541

 

1,675

 

936

 

(1,137)

Total other expense, net

 

(263)

 

(35)

 

(3,595)

 

(7,343)

Income before provision for income taxes

 

12,414

 

12,688

 

52,924

 

9,373

Provision for income taxes

 

(2,820)

 

(6,089)

 

(14,283)

 

(3,553)

Net income

$

9,594

$

6,599

$

38,641

$

5,820

Net income per share:

 

  

 

  

 

  

 

  

Basic

$

0.26

$

0.18

$

1.03

$

0.16

Diluted

$

0.25

$

0.17

$

1.02

$

0.16

Weighted average shares outstanding:

 

  

 

  

 

  

 

  

Basic

 

37,586,756

 

37,332,271

 

37,533,818

 

36,109,844

Diluted

 

38,125,787

 

37,887,600

 

37,920,488

 

36,122,374


CADRE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Year Ended December 31, 

    

2023

    

2022

    

2021

Cash Flows From Operating Activities:

 

  

 

  

 

  

Net income

$

38,641

$

5,820

$

12,661

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

 

  

 

  

 

  

Depreciation and amortization

 

15,737

 

15,651

 

13,718

Amortization of original issue discount and debt issue costs

 

479

 

740

 

3,193

Amortization of inventory step-up

4,255

Loss on extinguishment of debt

15,155

Deferred income taxes

 

(210)

 

(1,087)

 

4,772

Stock-based compensation

9,368

31,858

355

Provision for (recoveries from) losses on accounts receivable

 

66

 

417

 

(188)

Foreign exchange (gain) loss

 

(602)

 

1,517

 

102

Other

(381)

(170)

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

 

 

 

Accounts receivable

 

6,602

 

(11,536)

 

(4,641)

Inventories

 

(10,223)

 

1,162

 

(3,189)

Prepaid expenses and other assets

 

(302)

 

(7,711)

 

(4,564)

Accounts payable and other liabilities

 

14,034

 

5,493

 

2,720

Net cash provided by operating activities

 

73,209

 

46,409

 

40,094

Cash Flows From Investing Activities:

 

  

 

  

 

  

Purchase of property and equipment

 

(6,727)

 

(4,494)

 

(2,832)

Proceeds from disposition of property and equipment

207

411

Business acquisitions, net of cash acquired

 

 

(55,543)

 

Net cash used in investing activities

 

(6,520)

 

(59,626)

 

(2,832)

Cash Flows From Financing Activities:

 

  

 

  

 

  

Proceeds from revolving credit facilities

 

 

43,000

 

257,980

Principal payments on revolving credit facilities

 

 

(43,000)

 

(258,612)

Proceeds from term loans

198,716

Principal payments on term loans

 

(10,000)

 

(10,116)

 

(266,000)

Proceeds from insurance premium financing

3,949

3,989

5,010

Principal payments on insurance premium financing

 

(3,973)

 

(4,952)

 

(3,061)

Payments for debt issuance costs

(2,198)

Payments on extinguishment of debt

(4,217)

Taxes paid in connection with employee stock transactions

(2,725)

(6,300)

Proceeds from initial public offering, net of underwriter discounts

83,421

Proceeds from secondary offering, net of underwriter discounts

56,329

Deferred offering costs

(2,953)

(4,841)

Dividends distributed

 

(12,006)

 

(11,509)

 

(12,751)

Other

33

(25)

(43)

Net cash (used in) provided by financing activities

 

(24,722)

 

24,463

 

(6,596)

Effect of foreign exchange rates on cash and cash equivalents

 

438

 

183

 

318

Change in cash and cash equivalents

 

42,405

 

11,429

 

30,984

Cash and cash equivalents, beginning of period

 

45,286

 

33,857

 

2,873

Cash and cash equivalents, end of period

$

87,691

$

45,286

$

33,857

Supplemental Disclosure of Cash Flows Information:

Cash paid for income taxes, net

$

8,729

$

1,395

$

1,158

Cash paid for interest

$

10,090

$

6,109

$

13,336

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Accruals and accounts payable for capital expenditures

$

234

$

172

$

197


CADRE HOLDINGS, INC.

SEGMENT INFORMATION

(Unaudited)

(In thousands)

    

Three Months Ended December 31, 2023

Reconciling

    

Product

Distribution

 Items(1)

    

Total

Net sales

    

$

105,768

    

$

27,777

    

$

(8,962)

    

$

124,583

Cost of goods sold

62,733

21,135

(9,043)

74,825

Gross profit

$

43,035

$

6,642

$

81

$

49,758

    

Three Months Ended December 31, 2022

Reconciling

    

Product

    

Distribution

    

 Items(1)

    

Total

Net sales

    

$

107,482

    

$

23,270

    

$

(7,107)

    

$

123,645

Cost of goods sold

64,053

18,196

(7,132)

75,117

Gross profit

$

43,429

$

5,074

$

25

$

48,528

    

Year Ended December 31, 2023

Reconciling

    

    Product    

    

Distribution

    

 Items(1)

    

      Total      

Net sales

    

$

410,825

$

102,371

$

(30,664)

    

$

482,532

Cost of goods sold

233,937

$

78,335

$

(30,466)

281,806

Gross profit

$

176,888

$

24,036

$

(198)

$

200,726

    

Year Ended December 31, 2022

Reconciling

    

    Product    

    

Distribution

    

 Items(1)

    

      Total      

Net sales

    

$

385,423

    

$

97,106

$

(24,692)

    

$

457,837

Cost of goods sold

230,245

76,633

(24,719)

282,159

Gross profit

$

155,178

$

20,473

$

27

$

175,678


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


CADRE HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

(In thousands)

Three Months Ended December 31, 

Year Ended December 31, 

2023

2022

2023

2022

Net income

$

9,594

  

$

6,599

    

$

38,641

  

$

5,820

  

Add back:

 

  

  

 

  

 

 

  

  

 

  

  

Depreciation and amortization

 

3,352

  

 

4,332

 

 

15,737

  

 

15,651

  

Interest expense

 

804

  

 

1,710

 

 

4,531

  

 

6,206

  

Provision for income taxes

 

2,820

  

 

6,089

 

 

14,283

  

 

3,553

  

EBITDA

$

16,570

  

$

18,730

 

$

73,192

  

$

31,230

  

Add back:

 

  

  

 

  

 

 

  

  

 

  

  

Restructuring and transaction costs(1)

 

2,060

  

 

975

 

 

3,192

  

 

5,355

  

Other general income(2)

 

(92)

  

 

(159)

 

 

(92)

  

 

(159)

  

Other (income) expense, net(3)

 

(541)

  

 

(1,675)

 

 

(936)

  

 

1,137

  

Stock-based compensation expense(4)

2,308

2,878

9,368

32,239

Stock-based compensation payroll tax expense(5)

14

234

305

LTIP bonus(6)

 

371

  

 

436

 

 

860

  

 

1,369

  

Amortization of inventory step-up(7)

  

 

1,200

4,255

Adjusted EBITDA

$

20,690

  

$

22,385

 

$

85,818

  

$

75,731

  

Adjusted EBITDA margin(8)

16.6

%

18.1

%

17.8

%

16.5

%


(1)Reflects the “Restructuring and transaction costs” line item on our consolidated statement of operations and comprehensive income, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects $1.0 million transaction fees paid to Kanders & Company, Inc. for services related to the acquisition of ICOR and Cyalume for the years ended December 31, 2023 and 2022, respectively, which is included in related party expense in the Company’s consolidated statements of operations. Kanders & Company, Inc. is a company controlled by Warren B. Kanders, our Chairman of the Board and Chief Executive Officer.
(2)Reflects gains from long-lived asset sales.
(3)Reflects the “Other income (expense), net” line item on our consolidated statements of operations and primarily includes gains and losses due to fluctuations in foreign currency exchange rates.
(4)Reflects compensation expense related to equity and liability classified stock-based compensation plans.
(5)Reflects payroll taxes associated with vested stock-based compensation awards.
(6)Reflects the cost of a cash-based long-term incentive plan awarded to employees that vests over three years.
(7)Reflects amortization expense related to the step-up inventory adjustment recorded as a result of our recent acquisitions.
(8)Reflects Adjusted EBITDA / Net sales for the relevant periods.

Exhibit 99.2

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FOURTH QUARTER 2023

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2 FORWARD-LOOKING STATEMENTS Except for historical information, certain matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to all projections and anticipated levels of future performance. Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. Any number of factors could cause actual results to differ materially from projections or forward-looking statements, including without limitation, the availability of capital to satisfy our working capital requirements; anticipated trends and challenges in our business and the markets in which we operate; our ability to anticipate market needs or develop new or enhanced products to meet those needs; our expectations regarding market acceptance of our products; the success of competing products by others that are or become available in the market in which we sell our products; the impact of adverse publicity about the Company and/or its brands, including without limitation, through social media or in connection with brand damaging events and/or public perception; changes in political, social, economic or regulatory conditions generally and in the markets in which we operate; our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise; our ability to retain and attract senior management and other key employees; our ability to quickly and effectively respond to new technological developments; the effect of an outbreak of disease or similar public health threat, such as the COVID-19 pandemic, on the Company’s business; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; the ability of our information technology systems or information security systems to operate effectively, including as a result of security breaches, viruses, hackers, malware, natural disasters, vendor business interruptions or other causes; 2

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3 FORWARD-LOOKING STATEMENTS - CONTINUED our ability to properly maintain, protect, repair or upgrade our information technology systems or information security systems, or problems with our transitioning to upgraded or replacement systems; our ability to protect our trade secrets or other proprietary rights and operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; our ability to maintain a quarterly dividend; logistical challenges related to supply chain disruptions and delays; the impact of inflation; the increased expenses associated with being a public company; and the related increased disclosure and reporting obligations; our ability to integrate the operations of the businesses we have acquired, including, without limitation, ICOR Technology Inc. and Alpha Safety, and may acquire in the future; and any material differences in the actual financial results of the Company’s past and future acquisitions as compared with the Company’s expectation. More information on potential factors that could affect the Company’s financial results are more fully described from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release, and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release. 2

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

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

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6 CONTINUED EXECUTION IN Q4 Cadre continues to deliver on strategic objectives, generating record quarterly Adj. EBITDA and achieving significant margin expansion Pricing Growth: ✓ Exceeded target Q4 Mix: − As expected, lower EOD volume driving unfavorable mix Orders Backlog: ✓ Increased by $8.8 million in 2023, primarily driven by demand for explosive ordinance disposal products M&A Execution ✓ Completed acquisitions of ICOR Technology in January and Alpha Safety in March Healthy M&A Funnel: ✓ Continue to actively evaluate pipeline of opportunities Returned Capital to Shareholders: ✓ Declared ninth consecutive quarterly dividend—increased dividend by $0.03 on an annualized basis Commentary:

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7 MACRO TAILWINDS SUPPORT LONG TERM SUSTAINABLE GROWTH OPPORTUNITY Two-thirds of all NATO countries spend less than 2% of GDP targets on defense and security Amidst current geopolitical turmoil, European leaders have advocated for significant increases in defense budgets Police protection expenditures have continued to trend upward even during previous financial and industrial recessions Major US cities continue to increase police budgets The American Rescue Plan provides $350 billion to hire more police

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8 • Spend per officer increasing but police departments still struggling to fill open positions • Future opportunities to provide safety and survivability equipment—primarily EOD products—as war in Ukraine de-escalates • Majority of supply chain is stable • Effectively managing labor force for long-term • Demand for Cadre’s products is strong with new product introductions driving growth • Continue to hear supportive feedback related to armor and holster product launches. Newest body armor innovation was launched in January 2024 with overwhelmingly positive feedback North American Law Enforcement Geopolitical Landscape Supply Chain/ Labor Consumer LATEST MARKET TRENDS New Products/ Innovation

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9 M&A

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101320 CADRE'S KEY M&ACRITERIA Niche market No large-cap competition Leading market position Cost structurewherematerial> labor Leading and defensible technology High cost of substitution Mission-critical tocustomer Recurring revenueprofile Asset-light Business Financial Market Strong brandrecognition Attractive ROIC Resiliency through market cycles CADRE'S KEY M&A CRITERIA 10

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11 Source: Internal Company forecasts ACQUISITION OF ALPHA SAFETY Alpha Safety Provides an Entrance Into a New Vertical with Multiple Growth Levers Across Nuclear Products and Services BUSINESS OVERVIEW & STRATEGIC RATIONALE • Leading market position • High cost of substitution • Leading and defensible technology • Strong brand recognition • Attractive ROIC • Niche market • Resiliency thru market cycles CADRE’S KEY M&A CRITERIA MET • Alpha Safety is a provider of highly engineered, technical products and services spanning the nuclear value chain • Highly-visible, expected recurring revenue driven by long-term contracts, commitments and recurring purchases from entrenched customer base • Leading positions across all its key product lines and service offerings • Large TAM (Total Addressable Market) with long-term industry tailwinds supported by 20-30+ year project timelines • $44 million in revenue for FY2023; EBITDA margin in excess of 20% • Acquisition represents an opportunity to integrate a leading, niche protective products manufacturer, reinforcing Cadre’s focus on mission-critical safety and survivability • Customer overlap with the Department of Energy and key nuclear sites

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12 Alpha Safety’s Products/Services Span the Nuclear Value Chain; Supporting Commercial and Government Missions with Radioactive Elements PRODUCT AND SERVICE OVERVIEW Ventilation and Containment Engineered Containers  Overview: Equipment and systems to contain and control radioactive and potentially hazardous contaminants  Products / Services: Air filtration and carbon adsorber systems modular containment systems and nuclear shielding Advanced Transportation Containers Specialty Filters / Consumable Products Radiometric Instrumentation Field Services and Maintenance  Overview: Proprietary containers for handling and storing plutonium oxides, metals, powders and by products  Products / Services: Container system enabled by proprietary filter technology co-developed with DoE / NNSA with all IP owned by Alpha  Overview: Leader in nuclear material non-destructive assay testing services, flammable gas analysis for testing nuclear waste, and other maintenance  Products / Services: Technical services for waste / radioactive material characterization, flammable gas analysis, contracted on annual container maintenance, and other technical onsite services  Overview: Solutions for transporting and long-term storage of radioactive materials and nuclear waste  Products / Services: Leading U.S. manufacturer of certain advanced containers for transporting and safe disposal of plutonium and related hazardous materials  Overview: Products and solutions built for the handling and transportation of radioactive material and release of flammable gases from waste drums  Products / Services: Filters, containers, bags and other consumables  Overview: Products for monitoring radioactive material and assessing its composition and characteristics  Products / Services: systems include standard and custom non-destructive assay solutions and criticality accident and alarm systems

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13 Source: Internal Company forecasts ACQUISITION EXPANDS ADDRESSABLE MARKET Source: (1) See Management estimates from the 2022 Form 10-K filed with the SEC on March 15, 2023 for additional detail. “Existing SAM” is calculated as: EoD Equipment ($245mm) + Safety Holsters ($380mm) + Blast Sensors ($500mm) + Soft Body Armor ($870mm) = ~$2bn. (2) Oliver Wyman analysis. ~$2B ANNUAL SAM CADRE’S EXISTING SAM(1) CADRE’S EXPANDED OPPORTUNITY SET ~$5 - 8B Annual Core SAM + Domestic Nuclear TAM COMBINED ~$3 - 6B ANNUAL TAM DOMESTIC NUCLEAR PRODUCTS MARKET(2) Alpha Safety’s large, total addressable market for domestic nuclear products and services immediately expands Cadre’s TAM and already well-developed serviceable addressable market (SAM) in its core categories

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14 Source: Internal Company forecasts ATTRACTIVE MARKET AND PLATFORM FOR M&A TURNKEY M&A PLATFORM Proven track record of executing M&A and strong sector relationships Consolidated platform offers high synergy potential 100+ potential acquisition targets in M&A pipeline Historical acquisitions have proven ability to scale and strengthen customer relationships SPECIFIC ACQUISITION CRITERIA… …LARGE PIPELINE OF POTENTIAL ATTRACTIVE GLOBAL M&A TARGETS …WITH PROVEN TRACK RECORD OF SUCCESSFUL ACQUISITIONS Strengthen Relationship With Key Customers and Added Capabilities Vertical Integration of Critical Production Capability Added Number of Strategic Customers and Product / Service Capabilities (2013) (2021) (2023) New Capabilities Nuclear Safety Focused New Customers / Increased Wallet Share Value-Added, Protected Products and Services 12 Priority Targets 5 Target in Active Dialogue 100+ Identified Potential Targets Tracked

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15 Source: Internal Company forecasts ACQUISITION OF ICOR TECHNOLOGY Meaningfully Expands Cadre’s Ability to Provide Mission-critical EOD Robots to Law Enforcement Agencies and Military Organizations BUSINESS OVERVIEW & STRATEGIC RATIONALE • ICOR is a trusted global supplier of high-quality, reliable, innovative, and cost-effective EOD robots • Headquartered in Ottawa, Ontario, strategically located near the national headquarters of the Canadian Department of National Defence and the Royal Canadian Mounted Police • Key customers are EOD and military organizations worldwide, including SWAT and Chemical, Biological, Radiological, Nuclear, and high-yield Explosives (CBRNE) teams • Advances Cadre’s strategic focus on seeking to acquire accretive, high-margin businesses with mission-critical products • Opportunities to further penetrate ICOR’s key markets, drawing on Cadre’s scale and extensive sales channels Leading market position Mission-critical to customer Strong brand recognition Niche market Attractive ROIC Resiliency thru market cycles Recurring revenue profile CADRE’S KEY M&A CRITERIA MET

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16 Q4 Financial Results

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1. Includes $32.2 million stock-based compensation expense 17 2. A non-GAAP financial measure. See slide 27 for definitions and reconciliations to the nearest GAAP measures Q4 2023 Q4 2022 FY 2023 FY 2022 NET SALES $124.6M $123.6M $482.5M $457.8M GROSS MARGIN 39.9% 39.2% 41.6% 38.4% NET INCOME $9.6M / $0.25 per diluted share $6.6M / $0.17 per diluted share $38.6M / $1.02 per diluted share $5.8M1 / $0.16 per diluted share ADJUSTED EBITDA 2 $20.7M $22.4M $85.8M $75.7M ADJUSTED EBITDA 2 MARGIN 16.6% 18.1% 17.8% 16.5% • Achieved record FY revenue, gross margin and net income • Q4 net income increased 45% y/y FOURTH QUARTER AND FULL YEAR 2023 HIGHLIGHTS

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18 NET SALES AND ADJUSTED EBITDA 1. A non-GAAP financial measure. See slide 27 for definitions and reconciliations to the nearest GAAP measures NET SALES ($MM) $457.8 $482.5 2022 2023 2024E ADJ. EBITDA1 ($MM) $75.7 $85.8 2022 2023 2024E FY 2024 Guidance Range $553M to $572M FY 2024 Guidance Range $104M to $108M % CAGR 10.8 % % Y/Y GROWTH 16.6% at guidance midpoint % CAGR 19.1% % Y/Y GROWTH 23.5% at guidance midpoint

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19 Q4 2023 CAPITAL STRUCTURE 1. Non-GAAP financial measures. See slide 27 for definitions and reconciliations to the nearest GAAPmeasures December 31, 2023 (in thousands) Cash and cash equivalents $ 87,691 Debt: Revolver $ — Current portion of long-term debt 12,320 Long-term debt 128,962 Capitalized discount/issuance costs (1,150) Total debt, net $ 140,132 Net debt (Total debt net of cash) $ 52,441 Total debt / Adj. EBITDA(1) 1.6 Net debt / Adj. EBITDA(1) 0.6 LTM Adj. EBITDA(1) $ 85,818

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20 2024 MANAGEMENT OUTLOOK 2024 GUIDANCE NET SALES $553M to $572M ADJ. EBITDA $104M to $108M CAPITAL EXPENDITURES $8M to $10M 1. A non-GAAP financial measure. See slide 27 for definitions and reconciliations to the nearest GAAP measures

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CONCLUSION 21 Outstanding execution in Q4 and 2024 YTD FY Revenue, Net Income and Adjusted EBITDA Growth Y/Y Ongoing implementation of Cadre operating model Committed to improving gross and Adj. EBITDA margins Capitalizing on strong macro tailwinds driving demand and visibility for Cadre's mission-critical products Continuously focused on M&A opportunities

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22 APPENDIX

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23 BALANCE SHEET UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) December 31, 2023 December 31, 2022 Assets Current assets Cash and cash equivalents $ 87,691 $ 45,286 Accounts receivable, net 58,360 64,557 Inventories 80,976 70,273 Prepaid expenses 11,930 10,091 Other current assets 6,886 6,811 Total current assets 245,843 197,018 Property and equipment, net 44,647 45,285 Operating lease assets 6,554 8,489 Deferred tax assets, net 4,004 2,255 Intangible assets, net 43,472 50,695 Goodwill 81,667 81,576 Other assets 4,992 6,634 Total assets $ 431,179 $ 391,952 Liabilities, Mezzanine Equity and Shareholders' Equity Current liabilities Accounts payable $ 28,418 $ 23,406 Accrued liabilities 44,524 38,720 Income tax payable 9,944 4,584 Current portion of long-term debt 12,320 12,211 Total current liabilities 95,206 78,921 Long-term debt 127,812 137,476 Long-term operating lease liabilities 3,186 4,965 Deferred tax liabilities 4,843 3,508 Other liabilities 2,970 1,192 Total liabilities 234,017 226,062 Mezzanine equity Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2022) — — Shareholders' equity Common stock ($0.0001 par value, 190,000,000 shares authorized, 37,587,436 and 37,332,271 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively) 4 4 Additional paid-in capital 212,630 206,540 Accumulated other comprehensive income 634 2,087 Accumulated deficit (16,106) (42,741) Total shareholders’ equity 197,162 165,890 Total liabilities, mezzanine equity and shareholders' equity $ 431,179 $ 391,952

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24 STATEMENT OF OPERATIONS UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Three Months Ended December 31, Year Ended December 31, 2023 2022 2023 2022 Net sales $ 124,583 $ 123,645 $ 482,532 $ 457,837 Cost of goods sold 74,825 75,117 281,806 282,159 Gross profit 49,758 48,528 200,726 175,678 Operating expenses Selling, general and administrative 34,904 34,698 140,519 153,129 Restructuring and transaction costs 1,060 975 2,192 4,355 Related party expense 1,117 132 1,496 1,478 Total operating expenses 37,081 35,805 144,207 158,962 Operating income 12,677 12,723 56,519 16,716 Other expense Interest expense (804) (1,710) (4,531) (6,206) Other income (expense), net 541 1,675 936 (1,137) Total other expense, net (263) (35) (3,595) (7,343) Income before provision for income taxes 12,414 12,688 52,924 9,373 Provision for income taxes (2,820) (6,089) (14,283) (3,553) Net income $ 9,594 $ 6,599 $ 38,641 $ 5,820 Net income per share: Basic $ 0.26 $ 0.18 $ 1.03 $ 0.16 Diluted $ 0.25 $ 0.17 $ 1.02 $ 0.16 Weighted average shares outstanding: Basic 37,586,756 37,332,271 37,533,818 36,109,844 Diluted 38,125,787 37,887,600 37,920,488 36,122,374

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25 STATEMENT OF CASH FLOWS UNAUDITED (IN THOUSANDS) Year Ended December 31, 2023 2022 Cash Flows From Operating Activities: Net income $ 38,641 $ 5,820 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 15,737 15,651 Amortization of original issue discount and debt issue costs 479 740 Amortization of inventory step-up — 4,255 Loss on extinguishment of debt — — Deferred income taxes (210) (1,087) Stock-based compensation 9,368 31,858 Provision for (recoveries from) losses on accounts receivable 66 417 Foreign exchange (gain) loss (602) 1,517 Other (381) (170) Changes in operating assets and liabilities, net of impact of acquisitions: Accounts receivable 6,602 (11,536) Inventories (10,223) 1,162 Prepaid expenses and other assets (302) (7,711) Accounts payable and other liabilities 14,034 5,493 Net cash provided by operating activities 73,209 46,409 Cash Flows From Investing Activities: Purchase of property and equipment (6,727) (4,494) Proceeds from disposition of property and equipment 207 411 Business acquisitions, net of cash acquired — (55,543) Net cash used in investing activities (6,520) (59,626) Continued on next slide

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26 STATEMENT OF CASH FLOWS - CONTINUED UNAUDITED (IN THOUSANDS) Year Ended December 31, 2023 2022 Cash Flows From Financing Activities: Proceeds from revolving credit facilities — 43,000 Principal payments on revolving credit facilities — (43,000) Proceeds from term loans — — Principal payments on term loans (10,000) (10,116) Proceeds from insurance premium financing 3,949 3,989 Principal payments on insurance premium financing (3,973) (4,952) Payments for debt issuance costs — — Payments on extinguishment of debt — — Taxes paid in connection with employee stock transactions (2,725) (6,300) Proceeds from initial public offering, net of underwriter discounts — — Proceeds from secondary offering, net of underwriter discounts — 56,329 Deferred offering costs — (2,953) Dividends distributed (12,006) (11,509) Other 33 (25) Net cash (used in) provided by financing activities (24,722) 24,463 Effect of foreign exchange rates on cash and cash equivalents 438 183 Change in cash and cash equivalents 42,405 11,429 Cash and cash equivalents, beginning of period 45,286 33,857 Cash and cash equivalents, end of period $ 87,691 $ 45,286 Supplemental Disclosure of Cash Flows Information: Cash paid for income taxes, net $ 8,729 $ 1,395 Cash paid for interest $ 10,090 $ 6,109 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Accruals and accounts payable for capital expenditures $ 234 $ 172

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27 1. Reflects the “Restructuring and transaction costs” line item on our consolidated statement of operations and comprehensive income, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects $1.0 million transaction fees paid to Kanders& Company, Inc. for services related to the acquisition of ICOR and Cyalume for the years ended December 31, 2023 and 2022, respectively, which is included in related party expense in the Company’s consolidated statements of operations. Kanders & Company, Inc. is a company controlled by Warren B. Kanders, our Chairman of the Board and Chief Executive Officer. 2. Reflects gains from long-lived asset sales. 3. Reflects the “Other income (expense), net” line item on our consolidated statements of operations and primarily includes gains and losses due to fluctuations in foreign currency exchange rates. 4. Reflects compensation expense related to equity and liability classified stock-based compensation plans. 5. Reflects payroll taxes associated with vested stock-based compensation awards. 6. Reflects the cost of a cash-based long-term incentive plan awarded to employees that vests over three years. 7. Reflects amortization expense related to the step-up inventory adjustment recorded as a result of our recent acquisitions. 8. Reflects Adjusted EBITDA / Net sales for the relevant periods. 27 (IN THOUSANDS) NON-GAAP RECONCILIATION Three Months Ended December 31, Year Ended December 31, 2023 2022 2023 2022 Net income $ 9,594 $ 6,599 $ 38,641 $ 5,820 Add back: Depreciation and amortization 3,352 4,332 15,737 15,651 Interest expense 804 1,710 4,531 6,206 Provision for income taxes 2,820 6,089 14,283 3,553 EBITDA $ 16,570 $ 18,730 $ 73,192 $ 31,230 Add back: Restructuring and transaction costs(1) 2,060 975 3,192 5,355 Other general income(2) (92) (159) (92) (159) Other (income) expense, net(3) (541) (1,675) (936) 1,137 Stock-based compensation expense(4) 2,308 2,878 9,368 32,239 Stock-based compensation payroll tax expense(5) 14 — 234 305 LTIP bonus(6) 371 436 860 1,369 Amortization of inventory step-up(7) — 1,200 — 4,255 Adjusted EBITDA $ 20,690 $ 22,385 $ 85,818 $ 75,731 Adjusted EBITDA margin(10) 16.6 % 18.1 % 17.8 % 16.5

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28 USE OF NON-GAAP MEASURES The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The press release contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), (ii) adjusted EBITDA and (iii) adjusted EBITDA margin. The Company believes the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period- over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this press release. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies. 2

v3.24.0.1
Document and Entity Information
Mar. 05, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Mar. 05, 2024
Entity File Number 001-40698
Entity Registrant Name CADRE HOLDINGS, INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 38-3873146
Entity Address State Or Province FL
Entity Address, Address Line One 13386 International Pkwy
Entity Address, City or Town Jacksonville
Entity Address, Postal Zip Code 32218
City Area Code 904
Local Phone Number 741-5400
Title of 12(b) Security Common Stock, par value $0.0001
Trading Symbol CDRE
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Central Index Key 0001860543
Amendment Flag false

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