Cadre Holdings, Inc. (NYSE: CDRE) boosts 2026 sales and EBITDA guidance
Rhea-AI Filing Summary
Cadre Holdings, Inc. filed an amended report to correct an error in the calculation of its last twelve months adjusted EBITDA in previously released Q2 2026 materials; underlying operating results are unchanged. For the quarter ended June 30, 2026, net sales were $207.1 million, up 32% from $157.1 million a year earlier, and gross profit was $87.1 million, up 36%.
Gross margin improved to 42.1%. Net income was $11.4 million versus $12.2 million, as higher contingent consideration, compensation and foreign exchange impacts offset stronger gross profit. Adjusted EBITDA rose to $42.0 million, with margin expanding to 20.3%. Orders backlog reached a record $368 million. Management raised its 2026 outlook to net sales of $749–$769 million and adjusted EBITDA of $139–$144 million, with expected capital expenditures of $10–$14 million.
For the first half of 2026, operating cash flow increased to $44.7 million, while business acquisitions of $163.9 million contributed to higher total debt and reduced cash and restricted cash to $57.7 million. The company highlighted an FBI-related ballistic armor IDIQ contract opportunity, the Alien Gear Holsters acquisition, and a quarterly dividend of $0.10 per share.
Positive
- Q2 2026 net sales grew 32% year-over-year to $207.1 million, with gross profit up 36% to $87.1 million and adjusted EBITDA margin expanding to 20.3%.
- The company raised 2026 guidance to net sales of $749–$769 million and adjusted EBITDA of $139–$144 million, signaling confidence in continued growth.
- Orders backlog increased to a record $368 million, marking the second consecutive quarterly record and providing visibility into future demand.
Negative
- Six‑month 2026 GAAP net income declined to $13.4 million from $21.5 million in the prior‑year period, reflecting higher contingent consideration, compensation expense and adverse foreign currency effects.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA margin financial
Indefinite Delivery/Indefinite Quantity ("IDIQ") contract regulatory
Amortization of inventory step-up financial
contingent consideration expense financial
original issue discount financial
non-GAAP financial measures financial
Earnings Snapshot
Expects 2026 net sales of $749–$769 million and adjusted EBITDA of $139–$144 million, with capital expenditures of $10–$14 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) |
| Identification Number) |
(Zip Code) | |
(Address of principal executive offices) |
|
Registrant’s telephone number, including area code: (
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
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.
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Cadre Holdings, Inc. (the “Company”) originally furnished with the Securities and Exchange Commission on August 5, 2026 (the “Original Form 8-K”), which reported the Company’s financial results for the quarter ended June 30, 2026.
The Company is furnishing this Amendment solely to refurnish a corrected press release and a corrected slide presentation as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, in each case to correct an error in the calculation of last twelve months adjusted EBITDA. The corrected Exhibit 99.1 and Exhibit 99.2 amend and supersede in their entirety the press release and presentation furnished with the Original Form 8-K. No other changes have been made to the press release or the slide presentation.
Except as described above, this Amendment does not modify, amend or update any other information set forth in the Original Form 8-K, and the Company has not otherwise updated the disclosures contained therein to reflect any events that have occurred after the date of the Original Form 8-K.
Item 2.02 Results of Operations and Financial Condition
On August 5, 2026, Cadre Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a presentation regarding the Company’s financial results for the quarter ended June 30, 2026.
The press release and presentation contain the non-GAAP measures earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA margin, and last twelve months adjusted EBITDA. The Company believes that the presentation of these non-GAAP measures provides useful information to understand its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the investor’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 does not provide a reconciliation of the non-GAAP guidance measure adjusted EBITDA for the fiscal year 2026 to net income for the fiscal year 2026, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.
The information in Item 2.02 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit | Description | |
|
|
|
99.1 |
| Press Release, dated August 5, 2026 (furnished only). |
99.2 |
| Slide Presentation for Conference Call held on August 6, 2026 (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: August 7, 2026
| CADRE HOLDINGS, INC. | |
|
| |
|
| |
| By: | /s/ Blaine Browers |
|
| Name:Blaine Browers |
|
| Title:Chief Financial Officer |
Exhibit 99.1
Cadre Holdings Reports Second Quarter 2026 Financial Results
Grew Quarterly Net Sales 32% and Gross Profit 36% Year-Over-Year
Increased Quarterly Adjusted EBITDA and Expanded Adjusted EBITDA Margin Both Sequentially and Year-Over-Year
Orders Backlog Increases to Record $368 Million, Marking Second Consecutive Quarterly Record
Raises Guidance to Full Year 2026 Net Sales of $749 to $769 Million and Adjusted EBITDA of $139 to $144 Million
JACKSONVILLE, Fla., August 5, 2026 – Cadre Holdings, Inc. (NYSE: CDRE) (“Cadre” or “Company”), a global leader in the manufacturing and distribution of safety equipment and other related products for the law enforcement, first responder, military and nuclear markets, announced today its consolidated operating results for the three and six months ended June 30, 2026.
· | Net sales of $207.1 million for the second quarter; net sales of $362.6 million for the six months ended June 30, 2026. |
· | Gross profit margin of 42.1% for the second quarter; gross profit margin of 40.6% for the six months ended June 30, 2026. |
· | Net income of $11.4 million, or $0.26 per diluted share, for the second quarter; net income of $13.4 million, or $0.31 per diluted share, for the six months ended June 30, 2026. |
· | Adjusted EBITDA of $42.0 million for the second quarter; Adjusted EBITDA of $63.1 million for the six months ended June 30, 2026. |
· | Adjusted EBITDA margin of 20.3% for the second quarter; Adjusted EBITDA margin of 17.4% for the six months ended June 30, 2026. |
· | Declared quarterly cash dividend of $0.10 per share in July 2026. |
“We delivered outstanding Q2 results that exceeded our expectations, reflecting continued strong demand trends for our mission critical safety equipment, together with consistent execution and the benefits of the Cadre operating model,” said Warren Kanders, CEO and Chairman. “Net sales, gross profit, and Adjusted EBITDA increased significantly this quarter, with an Adjusted EBITDA margin that improved 310 basis points year-over-year. Our strong year-to-date financial and operational performance, combined with our record orders backlog and continued momentum entering the second half of the year, gives us increased confidence in our outlook. As a result, we are raising our full-year guidance and remain well positioned to deliver meaningful growth and profitability in 2026 and beyond.”
Mr. Kanders added, “We are firmly focused on strengthening our industry-leading safety platform and delivering differentiated capabilities to a growing global customer base. Building on our recent bolt-on acquisition of a recognized holster brand, disciplined M&A remains a core component of our growth strategy. We are actively evaluating a robust pipeline of complementary, mission-critical businesses with leading market positions, strong financial profiles, durable demand characteristics and significant potential for value creation through operational improvement and effective integration.”
Second Quarter and Six-Month 2026 Operating Results
For the quarter ended June 30, 2026, Cadre generated net sales of $207.1 million, as compared to $157.1 million for the quarter ended June 30, 2025. This increase was primarily a result of current year acquisitions and increased demand for nuclear safety, armor, and duty gear products.
For the six months ended June 30, 2026, Cadre generated net sales of $362.6 million, as compared to $287.2 million for the six months ended June 30, 2025, also mainly driven by current and prior year acquisitions, partially offset by lower agency demand for hard goods in the Distribution segment.
For the quarter ended June 30, 2026, Cadre generated gross profit of $87.1 million, as compared to $64.2 million for the quarter ended June 30, 2025. For the six months ended June 30, 2026, Cadre generated gross profit of $147.3 million, as compared to $120.4 million for the prior year period.
Gross profit margin was 42.1% for the quarter ended June 30, 2026, as compared to 40.9% for the quarter ended June 30, 2025, mainly driven by favorable pricing, partially offset by an increase in inventory step-up amortization. Gross profit margin was 40.6% for the six months ended June 30, 2026, as compared to 41.9% for the prior year period.
Net income was $11.4 million for the quarter ended June 30, 2026, as compared to net income of $12.2 million for the quarter ended June 30, 2025. The decrease was primarily a result of increased contingent consideration expense, compensation expense and adverse foreign currency fluctuations, partially offset by increased gross profit.
Net income was $13.4 million for the six months ended June 30, 2026, as compared to net income of $21.5 million for the prior year period, also primarily as a result of increased contingent consideration expense, compensation expense and adverse foreign currency fluctuations, partially offset by increased gross profit.
Cadre generated $42.0 million of Adjusted EBITDA for the quarter ended June 30, 2026, as compared to $27.0 million for the quarter ended June 30, 2025. Adjusted EBITDA margin was 20.3% for the quarter ended June 30, 2026, as compared to 17.2% for the prior year period.
Cadre generated $63.1 million of Adjusted EBITDA for the six months ended June 30, 2026, as compared to $47.5 million for the prior period. Adjusted EBITDA margin was 17.4% for the six months ended June 30, 2026, as compared to 16.5% for the prior year period.
Product segment gross margin was 42.6% and 41.5% for the second quarter and six months ended June 30, 2026, respectively, compared to 41.7% and 42.9% for the prior year periods.
Distribution segment gross margin was 22.8% and 21.4% for the second quarter and six months ended June 30, 2026, respectively, compared to 23.1% and 22.3% for the prior year periods.
Liquidity, Cash Flows and Capital Allocation
· | Cash and cash equivalents decreased by $68.9 million from $122.9 million as of December 31, 2025 to $54.0 million as of June 30, 2026. |
· | Total debt increased by $67.1 million from $307.3 million as of December 31, 2025 to $374.3 million as of June 30, 2026. |
· | Net debt (total debt net of cash and cash equivalents) increased by $136.0 million from $184.4 million as of December 31, 2025 to $320.3 million as of June 30, 2026. |
· | Capital expenditures totaled $3.3 million for the second quarter and $6.4 million for the six months ended June 30, 2026, compared with $1.3 million for the second quarter and $2.7 million for the six months ended June 30, 2025. |
FBI Indefinite Delivery/Indefinite Quantity (“IDIQ”) contract
On June 2, 2026, Cadre announced that its subsidiary, Safariland, was selected as the ballistic panel provider integrated into Predictive Ballistics LLC’s Overt Armor Kit (“OAK”). Predictive Ballistics was recently awarded a five-year, $61.0 million IDIQ contract by the Federal Bureau of Investigation (“FBI”). The OAK system is also available to the United States Marshals Service, the Drug Enforcement Administration, and other Department of Justice agencies.
Acquisition of Alien Gear Holsters
On April 7, 2026, Cadre completed its acquisition of Alien Gear Holsters and certain assets and liabilities from Tedder Industries, LLC, through a court-supervised bankruptcy auction. Alien Gear Holsters is a leading manufacturer of proprietary holsters and gear for the consumer, law enforcement, military, and security markets.
Dividend
On July 21, 2026, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share, or $0.40 per share on an annualized basis. Cadre’s dividend payment will be made on August 14, 2026 to
shareholders of record as of the close of business on the record date of July 31, 2026. The declaration of any future dividend is subject to the discretion of the Company’s Board of Directors.
Increased 2026 Outlook
Cadre increased its full-year guidance and expects to generate net sales in 2026 of between $749 million and $769 million and adjusted EBITDA in 2026 of between $139 million and $144 million. We expect capital expenditures to be in the range of $10 million to $14 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
Management will host a conference call on Thursday, August 6, 2026, at 10:00 a.m. EST to discuss the latest corporate developments and financial results. The dial-in number for callers in the US is (800)-715-9871 and the dial-in number for international callers is 646-307-1963. The access code for all callers is 9511718. 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 August 20, 2026. 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 9511718.
About Cadre
Headquartered in Jacksonville, Florida, Cadre is a global leader in the manufacturing and distribution of safety products. Cadre’s equipment provides critical protection to allow users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. The Company’s core products include body armor, explosive ordnance disposal equipment, duty gear and nuclear safety products. Our highly engineered products are utilized in over 100 countries by federal, state and local law enforcement, fire and rescue professionals, explosive ordnance disposal teams, and emergency medical technicians. Our key brands include Safariland® and Med-Eng®, amongst others.
Use of Non-GAAP Measures
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The press release contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), (ii) adjusted EBITDA, (iii) adjusted EBITDA margin, and (iv) last twelve months adjusted EBITDA. The Company believes the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period- over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this press release. We do not provide a reconciliation of the non-GAAP guidance measure adjusted EBITDA for the fiscal year 2026 to net income for the fiscal year 2026, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.
Forward-Looking Statements
Please note that in this press release we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or
implied by forward-looking statements in this press release, include, but are not limited to, those risks and uncertainties more fully described from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including under the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K, and/or Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release and speak only as of the date hereof. We assume no obligation to update any forward- looking statements to reflect events or circumstances after the date of this press release.
Contact:
Gray Hudkins
Cadre Holdings, Inc.
203-550-7148
gray.hudkins@cadre-holdings.com
Investor Relations:
IGB Group
Leon Berman / Matt Berkowitz
212-477-8438 / 212-227-7098
CADRE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share amounts)
| | June 30, 2026 | | December 31, 2025 | ||
Assets | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | $ | 53,984 | | $ | 122,898 |
Restricted cash | |
| 3,685 | |
| 2,429 |
Accounts receivable, net of allowance for doubtful accounts of $271 and $273, respectively | |
| 128,445 | |
| 110,607 |
Inventories | |
| 129,120 | |
| 100,263 |
Prepaid expenses | |
| 15,754 | |
| 14,574 |
Other current assets | |
| 17,129 | |
| 15,095 |
Total current assets | |
| 348,117 | |
| 365,866 |
Property and equipment, net of accumulated depreciation and amortization of $67,795 and $63,125, respectively | |
| 125,441 | |
| 78,822 |
Operating lease assets | |
| 25,194 | |
| 19,778 |
Deferred tax assets, net | |
| 4,901 | |
| 4,816 |
Intangible assets, net | |
| 174,148 | |
| 114,984 |
Goodwill | |
| 233,907 | |
| 181,406 |
Other assets | |
| 5,590 | |
| 4,359 |
Total assets | | $ | 917,298 | | $ | 770,031 |
| | | | | | |
Liabilities, Mezzanine Equity and Shareholders’ Equity | |
| | |
| |
Current liabilities | |
| | |
| |
Accounts payable | | $ | 38,895 | | $ | 22,325 |
Accrued liabilities | |
| 97,346 | |
| 61,066 |
Income tax payable | |
| 6,164 | |
| 4,838 |
Current portion of long-term debt | |
| 20,012 | |
| 16,266 |
Total current liabilities | |
| 162,417 | |
| 104,495 |
Long-term debt | |
| 354,319 | |
| 290,987 |
Long-term operating lease liabilities | |
| 17,257 | |
| 15,039 |
Deferred tax liabilities | |
| 28,510 | |
| 30,058 |
Other liabilities | |
| 7,993 | |
| 11,648 |
Total liabilities | |
| 570,496 | |
| 452,227 |
| | | | | | |
Mezzanine equity | |
| | |
| |
Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025) | |
| — | |
| — |
| | | | | | |
Shareholders’ equity | |
| | |
| |
Common stock ($0.0001 par value, 190,000,000 shares authorized, 42,820,734 and 42,160,656 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively) | |
| 4 | |
| 4 |
Additional paid-in capital | |
| 309,396 | |
| 282,570 |
Accumulated other comprehensive (loss) income | |
| (2,188) | |
| 460 |
Accumulated earnings | |
| 39,590 | |
| 34,770 |
Total shareholders’ equity | |
| 346,802 | |
| 317,804 |
Total liabilities, mezzanine equity and shareholders’ equity | | $ | 917,298 | | $ | 770,031 |
CADRE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share amounts)
| | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net sales | | $ | 207,126 | | $ | 157,109 | | $ | 362,555 | | $ | 287,215 |
Cost of goods sold | |
| 119,991 | |
| 92,860 | |
| 215,254 | |
| 166,835 |
Gross profit | |
| 87,135 | |
| 64,249 | |
| 147,301 | |
| 120,380 |
Operating expenses | |
| | |
| | |
| | |
| |
Selling, general and administrative | |
| 63,220 | |
| 45,129 | |
| 112,053 | |
| 86,882 |
Restructuring and transaction costs | |
| 1,453 | |
| 3,326 | |
| 3,295 | |
| 4,024 |
Related party expense | |
| — | |
| 1,109 | |
| 2,000 | |
| 1,237 |
Total operating expenses | |
| 64,673 | |
| 49,564 | |
| 117,348 | |
| 92,143 |
Operating income | |
| 22,462 | |
| 14,685 | |
| 29,953 | |
| 28,237 |
Other expense | |
| | |
| | |
| | |
| |
Interest expense, net | |
| (5,019) | |
| (3,590) | |
| (9,290) | |
| (5,821) |
Other (expense) income, net | |
| (529) | |
| 6,114 | |
| (918) | |
| 7,401 |
Total other expense, net | |
| (5,548) | |
| 2,524 | |
| (10,208) | |
| 1,580 |
Income before provision for income taxes | |
| 16,914 | |
| 17,209 | |
| 19,745 | |
| 29,817 |
Provision for income taxes | |
| (5,507) | |
| (4,998) | |
| (6,363) | |
| (8,358) |
Net income | | $ | 11,407 | | $ | 12,211 | | $ | 13,382 | | $ | 21,459 |
| | | | | | | | | | | | |
Net income per share: | |
| | |
| | |
| | |
| |
Basic | | $ | 0.27 | | $ | 0.30 | | $ | 0.31 | | $ | 0.53 |
Diluted | | $ | 0.26 | | $ | 0.30 | | $ | 0.31 | | $ | 0.52 |
Weighted average shares outstanding: | |
| | |
| | |
| | |
| |
Basic | |
| 42,809,646 | |
| 40,661,955 | |
| 42,684,595 | |
| 40,640,433 |
Diluted | |
| 43,391,188 | |
| 40,941,790 | |
| 43,381,869 | |
| 40,960,025 |
CADRE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| | Six Months Ended June 30, | ||||
| | 2026 | | 2025 | ||
Cash Flows From Operating Activities: | | | | | | |
Net income | | $ | 13,382 | | $ | 21,459 |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | |
| |
Depreciation and amortization | |
| 11,899 | |
| 8,532 |
Amortization of original issue discount and debt issue costs | |
| 477 | |
| 829 |
Amortization of inventory step-up | |
| 4,921 | |
| 356 |
Deferred income taxes | |
| (1,577) | |
| 266 |
Stock-based compensation | |
| 4,886 | |
| 4,393 |
Remeasurement of contingent consideration | |
| 5,866 | |
| 857 |
(Recoveries from) provision for accounts receivable | |
| (345) | |
| 40 |
Unrealized foreign exchange transaction gain | |
| (1,052) | |
| (3,492) |
Other loss | |
| 599 | |
| 152 |
Changes in operating assets and liabilities, net of impact of acquisitions: | |
| | |
| |
Accounts receivable | |
| (7,324) | |
| 10,365 |
Inventories | |
| (8,272) | |
| (11,304) |
Prepaid expenses and other assets | |
| (3,552) | |
| 3,375 |
Accounts payable and other liabilities | |
| 24,744 | |
| (15,849) |
Net cash provided by operating activities | |
| 44,652 | |
| 19,979 |
Cash Flows From Investing Activities: | |
| | |
| |
Purchase of property and equipment | |
| (6,133) | |
| (2,733) |
Proceeds from disposition of property and equipment | |
| — | |
| 6 |
Business acquisitions, net of cash acquired | |
| (163,853) | |
| (89,590) |
Net cash used in investing activities | |
| (169,986) | |
| (92,317) |
Cash Flows From Financing Activities: | |
| | |
| |
Proceeds from revolving credit facilities | |
| 82,500 | |
| — |
Payments on revolving credit facilities | |
| (82,500) | |
| — |
Proceeds from term loans | |
| 75,000 | |
| 97,500 |
Principal payments on term loans | |
| (8,132) | |
| (5,689) |
Taxes paid in connection with employee stock transactions | |
| (1,262) | |
| (1,185) |
Dividends distributed | |
| (8,562) | |
| (7,721) |
Other | |
| 238 | |
| 38 |
Net cash provided by financing activities | |
| 57,282 | |
| 82,943 |
Effect of foreign exchange rates on cash, cash equivalents and restricted cash | |
| 394 | |
| 1,931 |
Change in cash, cash equivalents and restricted cash | |
| (67,658) | |
| 12,536 |
Cash, cash equivalents and restricted cash, beginning of period | |
| 125,327 | |
| 124,933 |
Cash, cash equivalents and restricted cash, end of period | | $ | 57,669 | | $ | 137,469 |
Supplemental Disclosure of Cash Flows Information: | |
| | |
| |
Cash paid for income taxes, net | | $ | 5,657 | | $ | 16,937 |
Cash paid for interest | | $ | 10,122 | | $ | 8,202 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |
| | |
| |
Accruals and accounts payable for capital expenditures | | $ | 265 | | $ | 259 |
Non-cash consideration | | $ | 31,647 | | $ | — |
CADRE HOLDINGS, INC.
SEGMENT INFORMATION
(Unaudited)
(In thousands)
| | Three Months Ended June 30, 2026 | ||||||||||
| | | | | | | | Reconciling | | | | |
| | Product | | Distribution | | Items(1) | | Total | ||||
Net sales | | $ | 190,039 | | $ | 27,104 | | $ | (10,017) | | $ | 207,126 |
Cost of goods sold | |
| 109,069 | |
| 20,937 | |
| (10,015) | |
| 119,991 |
Gross profit | | $ | 80,970 | | $ | 6,167 | | $ | (2) | | $ | 87,135 |
| | Three Months Ended June 30, 2025 | ||||||||||
| | | | | | | | Reconciling | | | | |
| | Product | | Distribution | | Items(1) | | Total | ||||
Net sales | | $ | 140,135 | | $ | 25,508 | | $ | (8,534) | | $ | 157,109 |
Cost of goods sold | |
| 81,702 | |
| 19,609 | |
| (8,451) | |
| 92,860 |
Gross profit | | $ | 58,433 | | $ | 5,899 | | $ | (83) | | $ | 64,249 |
| | Six Months Ended June 30, 2026 | ||||||||||
| | | | | | | | Reconciling | | | | |
| | Product | | Distribution | | Items(1) | | Total | ||||
Net sales | | $ | 330,678 | | $ | 47,399 | | $ | (15,522) | | $ | 362,555 |
Cost of goods sold | |
| 193,532 | |
| 37,244 | |
| (15,522) | |
| 215,254 |
Gross profit | | $ | 137,146 | | $ | 10,155 | | $ | — | | $ | 147,301 |
| | Six Months Ended June 30, 2025 | ||||||||||
| | | | | | | | Reconciling | | | | |
| | Product | | Distribution | | Items(1) | | Total | ||||
Net sales | | $ | 252,870 | | $ | 53,370 | | $ | (19,025) | | $ | 287,215 |
Cost of goods sold | |
| 144,327 | |
| 41,450 | |
| (18,942) | |
| 166,835 |
Gross profit | | $ | 108,543 | | $ | 11,920 | | $ | (83) | | $ | 120,380 |
(1) | Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments. |
CADRE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | |
| | Year ended | | Three Months Ended | | Six Months Ended | | Last Twelve | ||||||||||
| | December 31, | | June 30, | | June 30, | | Months | ||||||||||
| | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | June 30, 2026 | ||||||
Net income | | $ | 44,139 | | $ | 11,407 | | $ | 12,211 | | $ | 13,382 | | $ | 21,459 | | $ | 36,062 |
Add back: | |
| | |
| | |
| | |
| | |
| | |
| |
Depreciation and amortization | |
| 18,633 | |
| 6,171 | |
| 4,676 | |
| 11,899 | |
| 8,532 | |
| 22,000 |
Interest expense, net | |
| 12,480 | |
| 5,019 | |
| 3,590 | |
| 9,290 | |
| 5,821 | |
| 15,949 |
Provision for income taxes | |
| 18,187 | |
| 5,507 | |
| 4,998 | |
| 6,363 | |
| 8,358 | |
| 16,192 |
EBITDA | | $ | 93,439 | | $ | 28,104 | | $ | 25,475 | | $ | 40,934 | | $ | 44,170 | | $ | 90,203 |
Add back: | |
| | |
| | |
| | |
| | |
| | |
| |
Restructuring and transaction costs(1) | |
| 8,696 | |
| 1,453 | |
| 4,326 | |
| 5,295 | |
| 5,024 | |
| 8,967 |
Other expense (income), net(2) | |
| (7,455) | |
| 529 | |
| (6,114) | |
| 918 | |
| (7,401) | |
| 864 |
Stock-based compensation expense(3) | |
| 12,239 | |
| 2,960 | |
| 2,425 | |
| 4,886 | |
| 4,393 | |
| 12,732 |
Stock-based compensation payroll tax expense(4) | |
| 1,566 | |
| 1 | |
| — | |
| 130 | |
| 92 | |
| 1,604 |
Amortization of inventory step-up(5) | |
| 1,296 | |
| 2,362 | |
| 356 | |
| 4,921 | |
| 356 | |
| 5,861 |
Contingent consideration expense(6) | |
| 1,927 | |
| 6,430 | |
| 526 | |
| 5,866 | |
| 857 | |
| 6,936 |
Impairment expense(7) | |
| — | |
| 148 | |
| — | |
| 148 | |
| — | |
| 148 |
Adjusted EBITDA | | $ | 111,708 | | $ | 41,987 | | $ | 26,994 | | $ | 63,098 | | $ | 47,491 | | $ | 127,315 |
Adjusted EBITDA margin(8) | |
| 18.5 | % |
| 20.3 | % |
| 17.2 | % |
| 17.4 | % |
| 16.5 | % |
| |
(1) | Reflects the “Restructuring and transaction costs” line item on our condensed consolidated statements of operations, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects a $1.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of Zircaloy for the year ended December 31, 2025 and a $2.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of TYR for the six months ended June 30, 2026, which are included in related party expense in the Company’s condensed consolidated statements of operations. |
(2) | Reflects the “Other (expense) income, net” line item on our condensed consolidated statements of operations and primarily includes transaction gains and losses due to fluctuations in foreign currency exchange rates. |
(3) | Reflects compensation expense related to equity classified stock-based compensation plans. |
(4) | Reflects payroll taxes associated with vested stock-based compensation awards. |
(5) | Reflects amortization expense related to the step-up inventory adjustment recorded as a result of acquisitions. |
(6) | Reflects contingent consideration expense related to the acquisition of ICOR and TYR. |
(7) | Reflects non-cash write-down of individual fixed assets. |
(8) | Reflects adjusted EBITDA divided by net sales for the relevant periods. |
Exhibit 99.2
| SECOND QUARTER 2026 August 6, 2026 |
| 2 FORWARD-LOOKING STATEMENTS Please note that in this presentation we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this presentation, include, but are not limited to those risks and uncertainties more fully described from time to time in the Company's public reports filed with the Securities and Exchange Commission, including under the section titled “Risk Factors” in the Company's Annual Report on Form 10-K, and/or Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking statements included in this presentation are based upon information available to the Company as of the date of this presentation and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this presentation. 2 |
| TODAY’S PRESENTERS 3 WARREN KANDERS CEO and Chairman of the Board BRAD WILLIAMS President BLAINE BROWERS Chief Financial Officer |
| 4 AGENDA • Q2 Highlights • Business Overview • Financial Summary • Increased Full Year Outlook • Conclusion and Q&A |
| 5 Q2 2026 KEY TAKEAWAYS Raising Full-Year 2026 Outlook • Sales, margin and earnings growth that exceeded expectations, driven by outstanding execution and continued strong demand trends for mission critical safety equipment • 5% organic topline growth in Q2 with return to more normalized Distribution segment demand • Second consecutive quarter of record backlog; increased $13M sequentially driven by strong EOD demand (primarily sensors and robots) • Following $50M IDIQ contract with Dept. of War to support the Blast Exposure Monitoring (BEMO) Program, obtained second PO for $8.4M in June (total of $18.4M received under program to date) • Safariland selected as ballistic panel provider integrated into Predictive Ballistics armor kit – Predictive Ballistics awarded five-year, $61M IDIQ contract by FBI • Driven by continued multi-directional support across all three nuclear market segments, increased nuclear backlog $13M YTD • Deployed over $400 million in targeted M&A since January 2024 and maintains robust pipeline across both public safety and nuclear |
| 6 LONG-TERM INDUSTRY TAILWINDS SUPPORTING SUSTAINABLE GROWTH OPPORTUNITY Commercial nuclear energy renaissance Ongoing and expanding national defense initiatives Environmental management to address nuclear clean up Catalysts drive steady, recurring demand Resilient and growing spend worldwide Rising safety threats globally Public Safety Tailwinds Nuclear Safety Tailwinds |
| 7 LATEST MARKET TRENDS: CORE L.E. Admin has demonstrated commitment to prioritizing public safety but growing focus on balancing state and local budgets Environments within conflict zones have not changed at this point to allow for unexploded ordnance cleanup While overall consumer demand for handguns is down, Cadre has benefited from strong brand awareness and new products, driving market share gains and growth in this channel Successful new product launches over the past 2+ years continue to provide customers with new options in the market U.S. Law Enforcement Geopolitical Landscape Consumer New Products/ Innovation |
| 8 LATEST MARKET TRENDS: NUCLEAR ~$8.2 billion in FY2027 DOE request for nuclear clean up initiatives, with ~$3 billion directed to Hanford Site in WA NNSA FY27 budget request of $32.8 billion represents an increase of 29% YoY U.S. roadmap to triple nuclear capacity by 2050 (~200 GW of new build) – “Follow the fuel” strategy continues to generate significant opportunities Activity across nuclear sector remains robust driven by expanded government and commercial programs Environmental Management National Defense Commercial Nuclear Cadre Nuclear Group: cleaning up the past, securing the present, enabling the future |
| 9 M&A MOMENTUM • Including Alien Gear Holsters, completed seven acquisitions in line with disciplined and patient approach • Highly selective key criteria consistently met, focused on strong margins, leading and defensible market positions, recurring revenues and cash flows • Actively evaluating robust funnel of opportunities in both nuclear and public safety markets 2022 2024 2025 2026 $455M capital deployed since 2022 $50M $120M $100M $185M |
| 10 DISCIPLINED M&A STRATEGY Business Financial Market Leading market position Cost structure where material > labor High cost of substitution Leading and defensible technology Mission-critical to customer Strong brand recognition Recurring revenue profile Asset-light Attractive ROIC Niche market No large-cap competition Resiliency through market cycles Enter new markets / geographies Diversify and/or enhance category leadership Increase customer wallet share |
| 11 Q2 FINANCIAL RESULTS |
| 12 Q2 2026 FINANCIAL SUMMARY NET SALES $157.1M $207.1M Q2 2025 Q2 2026 • Reflects current year acquisitions and increased demand for nuclear safety, armor, and duty gear products GROSS PROFIT • Gross margin improved 120 bps y/y • Excluding impact of inventory step- up amort. margins improved 209 bps y/y NET INCOME • FX drove $6.6M unfavorable variance y/y • Also reflects contingent consideration of $5.9M and $2.0M inventory step-up amort. • Adj. EBITDA margin improved 310 bps y/y $64.2M $87.1M Q2 2025 Q2 2026 $12.2M $11.4M Q2 2025 Q2 2026 $27.0M $42.0M Q2 2025 Q2 2026 + 32% YoY + 36% YoY - 7% YoY + 56% YoY 1A non-GAAP financial measure. See slides 22-23 for definitions and reconciliations to the nearest GAAP measures. ADJ. EBITDA1 40.9% 42.1% 17.2% 20.3% |
| 13 NET SALES AND ADJUSTED EBITDA NET SALES ($MM) ADJ. EBITDA1 ($MM) FY 2026 Guidance Range $736M to $758M % CAGR 16.3% % Y/Y GROWTH 24.4% at guidance midpoint % CAGR 18.1% % Y/Y GROWTH 26.7% at guidance midpoint 1A non-GAAP financial measure. See slides 22-23 for definitions and reconciliations to the nearest GAAP measures. $362.6M 1H26 2023 2024 2025 2026 FY 2024 FY 2023 $567.6M $482.5M $287.2M 1H25 FY 2025 $610.3M FY 2026 Guidance Range $749M to $769M $63.1M 1H26 2023 2024 2025 2026 FY 2024 $104.8M FY 2023 $85.8M FY 2025 $111.7M $47.5M 1H25 FY 2026 Guidance Range $139M to $144M |
| 14 Q2 2026 CAPITAL STRUCTURE June 30, 2026 (in thousands) Cash and cash equivalents $ 53,984 Debt: Revolver $ - Current portion of long-term debt 20,012 Long-term debt 355,944 Capitalized discount/issuance costs (1,625) Total debt, net $ 374,331 Net debt (Total debt net of cash) $ 320,347 Total debt / Adj. EBITDA(1) 2.9x Net debt / Adj. EBITDA(1) 2.5x LTM Adj. EBITDA(1) $ 127,315 1A non-GAAP financial measure. See slides 22-23 for definitions and reconciliations to the nearest GAAP measures. |
| 15 NET SALES $749M to $769M Previous: $736M to $758M ADJ. EBITDA1 $139M to $144M Previous: $136M to $141M CAPITAL EXPENDITURES $10M to $14M INCREASED 2026 OUTLOOK Attractive end markets and consistent execution driving growth 1A non-GAAP financial measure. See slides 22-23 for definitions and reconciliations to the nearest GAAP measures. • Public Safety and Nuclear in line with initial expectations • TYR expected sales of ~$100M • Alien Gear expected sales of ~$11M • Distribution recovered to normal demand levels in Q2 |
| 16 EXECUTION IN Q2 AND POSITIVE MOMENTUM Pricing Growth: Exceeded target Q2 Mix: Favorable driven by duty gear and Zircaloy product mix Orders Backlog: Q2 backlog increased $13M sequentially primarily due to strong EOD demand M&A Execution: Acquired Alien Gear Holsters in April 2026 Healthy M&A Funnel: Continuing to actively evaluate pipeline of opportunities Returned Capital to Shareholders: Declared 19th consecutive quarterly dividend Commentary: Cadre continues to deliver on strategic objectives and remains well positioned to deliver shareholder value in 2026 and beyond |
| 17 APPENDIX |
| 18 BALANCE SHEET UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) June 30, 2026 December 31, 2025 Assets Current assets Cash and cash equivalents $ 53,984 $ 122,898 Restricted cash 3,685 2,429 Accounts receivable, net of allowance for doubtful accounts of $271 and $273, respectively 128,445 110,607 Inventories 129,120 100,263 Prepaid expenses 15,754 14,574 Other current assets 17,129 15,095 Total current assets 348,117 365,866 Property and equipment, net of accumulated depreciation and amortization of $67,795 and $63,125, respectively 125,441 78,822 Operating lease assets 25,194 19,778 Deferred tax assets, net 4,901 4,816 Intangible assets, net 174,148 114,984 Goodwill 233,907 181,406 Other assets 5,590 4,359 Total assets $ 917,298 $ 770,031 Liabilities, Mezzanine Equity and Shareholders' Equity Current liabilities Accounts payable $ 38,895 $ 22,325 Accrued liabilities 97,346 61,066 Income tax payable 6,164 4,838 Current portion of long-term debt 20,012 16,266 Total current liabilities 162,417 104,495 Long-term debt 354,319 290,987 Long-term operating lease liabilities 17,257 15,039 Deferred tax liabilities 28,510 30,058 Other liabilities 7,993 11,648 Total liabilities 570,496 452,227 Mezzanine equity Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025) — — Shareholders' equity Common stock ($0.0001 par value, 190,000,000 shares authorized, 42,820,734 and 42,160,656 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively) 4 4 Additional paid-in capital 309,396 282,570 Accumulated other comprehensive (loss) income (2,188) 460 Accumulated earnings 39,590 34,770 Total shareholders’ equity 346,802 317,804 Total liabilities, mezzanine equity and shareholders' equity $ 917,298 $ 770,031 |
| 19 UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) STATEMENT OF OPERATIONS Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net sales $ 207,126 $ 157,109 $ 362,555 $ 287,215 Cost of goods sold 119,991 92,860 215,254 166,835 Gross profit 87,135 64,249 147,301 120,380 Operating expenses Selling, general and administrative 63,220 45,129 112,053 86,882 Restructuring and transaction costs 1,453 3,326 3,295 4,024 Related party expense — 1,109 2,000 1,237 Total operating expenses 64,673 49,564 117,348 92,143 Operating income 22,462 14,685 29,953 28,237 Other expense Interest expense, net (5,019) (3,590) (9,290) (5,821) Other (expense) income, net (529) 6,114 (918) 7,401 Total other expense, net (5,548) 2,524 (10,208) 1,580 Income before provision for income taxes 16,914 17,209 19,745 29,817 Provision for income taxes (5,507) (4,998) (6,363) (8,358) Net income $ 11,407 $ 12,211 $ 13,382 $ 21,459 Net income per share: Basic $ 0.27 $ 0.30 $ 0.31 $ 0.53 Diluted $ 0.26 $ 0.30 $ 0.31 $ 0.52 Weighted average shares outstanding: Basic 42,809,646 40,661,955 42,684,595 40,640,433 Diluted 43,391,188 40,941,790 43,381,869 40,960,025 |
| 20 UNAUDITED (IN THOUSANDS) Six Months Ended June 30, 2026 2025 Cash Flows From Operating Activities: Net income $ 13,382 $ 21,459 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 11,899 8,532 Amortization of original issue discount and debt issue costs 477 829 Amortization of inventory step-up 4,921 356 Deferred income taxes (1,577) 266 Stock-based compensation 4,886 4,393 Remeasurement of contingent consideration 5,866 857 (Recoveries from) provision for accounts receivable (345) 40 Unrealized foreign exchange transaction gain (1,052) (3,492) Other loss 599 152 Changes in operating assets and liabilities, net of impact of acquisitions: Accounts receivable (7,324) 10,365 Inventories (8,272) (11,304) Prepaid expenses and other assets (3,552) 3,375 Accounts payable and other liabilities 24,744 (15,849) Net cash provided by operating activities 44,652 19,979 Cash Flows From Investing Activities: Purchase of property and equipment (6,133) (2,733) Proceeds from disposition of property and equipment — 6 Business acquisitions, net of cash acquired (163,853) (89,590) Net cash used in investing activities (169,986) (92,317) STATEMENT OF CASH FLOWS |
| 21 UNAUDITED (IN THOUSANDS) Six Months Ended June 30 2026 2025 Cash Flows From Financing Activities: Proceeds from revolving credit facilities 82,500 — Payments on revolving credit facilities (82,500) — Proceeds from term loans 75,000 97,500 Principal payments on term loans (8,132) (5,689) Taxes paid in connection with employee stock transactions (1,262) (1,185) Dividends distributed (8,562) (7,721) Other 238 38 Net cash provided by financing activities 57,282 82,943 Effect of foreign exchange rates on cash, cash equivalents and restricted cash 394 1,931 Change in cash, cash equivalents and restricted cash (67,658) 12,536 Cash, cash equivalents and restricted cash, beginning of period 125,327 124,933 Cash, cash equivalents and restricted cash, end of period $ 57,669 $ 137,469 Supplemental Disclosure of Cash Flows Information: Cash paid for income taxes, net $ 5,657 $ 16,937 Cash paid for interest $ 10,122 $ 8,202 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Accruals and accounts payable for capital expenditures $ 265 $ 259 Non-cash consideration $ 31,647 $ — STATEMENT OF CASH FLOWS – CONTINUED |
| 22 1. Reflects the “Restructuring and transaction costs” line item on our condensed consolidated statements of operations, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects a $1.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of Zircaloy for the year ended December 31, 2025 and a $2.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of TYR for the six months ended June 30, 2026, which are included in related party expense in the Company’s condensed consolidated statements of operations. 2. Reflects the “Other (expense) income, net” line item on our condensed consolidated statements of operations and primarily includes transaction gains and losses due to fluctuations in foreign currency exchange rates. 3. Reflects compensation expense related to equity classified stock-based compensation plans. 4. Reflects payroll taxes associated with vested stock-based compensation awards. 5. Reflects amortization expense related to the step-up inventory adjustment recorded as a result of acquisitions. 6. Reflects contingent consideration expense related to the acquisition of ICOR and TYR. 7. Reflects non-cash write-down of individual fixed assets. 8. Reflects adjusted EBITDA divided by net sales for the relevant periods. 22 (IN THOUSANDS) NON-GAAP RECONCILIATION Year ended Three Months Three Months Ended Six Months Ended Last Twelve December 31, Ended March 31, June 30, June 30, Months 2025 2026 2026 2025 2026 2025 June 30, 2026 Net income $ 44,139 $ 1,975 $ 11,407 $ 12,211 $ 13,382 $ 21,459 $ 36,062 Add back: Depreciation and amortization 18,633 5,728 6,171 4,676 11,899 8,532 22,000 Interest expense, net 12,480 4,271 5,019 3,590 9,290 5,821 15,949 Provision for income taxes 18,187 856 5,507 4,998 6,363 8,358 16,192 EBITDA $ 93,439 $ 12,830 $ 28,104 $ 25,475 $ 40,934 $ 44,170 $ 90,203 Add back: Restructuring and transaction costs(1) 8,696 3,842 1,453 4,326 5,295 5,024 8,967 Other expense (income), net(2) (7,455) 389 529 (6,114) 918 (7,401) 864 Stock-based compensation expense(3) 12,239 1,926 2,960 2,425 4,886 4,393 12,732 Stock-based compensation payroll tax expense(4) 1,566 129 1 — 130 92 1,604 Amortization of inventory step-up(5) 1,296 2,559 2,362 356 4,921 356 5,861 Contingent consideration expense(6) 1,927 (564) 6,430 526 5,866 857 6,936 Impairment expense(7) 148 — 148 — 148 Adjusted EBITDA $ 111,708 $ 21,111 $ 41,987 $ 26,994 $ 63,098 $ 47,491 $ 127,315 Adjusted EBITDA margin(8) 18.5 % 13.6 % 20.3 % 17.2 % 17.4 % 16.5 % |
| 23 The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The presentation contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), (ii) adjusted EBITDA, (iii) adjusted EBITDA margin, and (iv) last twelve months adjusted EBITDA. The Company believes the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this presentation. We do not provide a reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the fiscal year 2026 to net income for the fiscal year 2026, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not Adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies. USE OF NON-GAAP MEASURES |
