Cadre Holdings lifts 2026 sales outlook to $756M–$769M
Cadre raised full-year 2026 guidance for a second consecutive quarter and authorized up to $100 million in common-stock repurchases.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Cadre Holdings, Inc. (CDRE) reported third-quarter 2026 net sales of $202.9 million, versus $155.9 million a year earlier, and net income of $16.0 million, versus $10.9 million. Adjusted EBITDA, a non-GAAP measure, was $41.1 million; its margin was 20.2%, compared with 19.1%. The company attributed the sales increase mainly to current-year acquisitions and increased demand for EOD products.
For the nine months ended September 30, 2026, net sales were $565.4 million versus $443.1 million, while net income was $29.4 million versus $32.4 million. Adjusted EBITDA was $104.2 million compared with $77.3 million, and its margin was 18.4% versus 17.4%. Cadre raised full-year 2026 guidance for a second consecutive quarter: net sales of $756 million to $769 million, adjusted EBITDA of $140 million to $144 million, and capital expenditures of $11 million to $14 million.
The board authorized repurchases of up to $100 million of common stock, at management's discretion through open market purchases, block trades, privately negotiated transactions, Rule 10b5-1 plans or other means, subject to market conditions, applicable legal and regulatory requirements, contractual restrictions and other factors. It also declared a quarterly cash dividend of $0.10 per share, payable November 13, 2026, to shareholders of record October 30, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQuarterly net sales rose 30% to $202.9 million.
- Moderate pointQuarterly net income rose 46% to $16.0 million.
- Moderate pointThird-quarter adjusted EBITDA was $41.1 million, versus $29.8 million.
Negative
- Moderate pointNine-month net income declined to $29.4 million from $32.4 million.
Filing Explained
At
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
adjusted EBITDA margin financial
inventory step-up financial
contingent consideration expense financial
Rule 10b5-1 plans regulatory
Earnings Snapshot
Full-year 2026 net sales of $756 million to $769 million; adjusted EBITDA of $140 million to $144 million; capital expenditures of $11 million to $14 million.
FAQ
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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
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.
Item 2.02 Results of Operations and Financial Condition
On November 4, 2026, Cadre Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 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 September 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, last twelve months adjusted EBITDA, and net debt. 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 November 4, 2026 (furnished only). |
99.2 |
| Slide Presentation for Conference Call to be held on November 5, 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: November 4, 2026
| CADRE HOLDINGS, INC. | |
|
| |
|
| |
| By: | /s/ Blaine Browers |
|
| Name:Blaine Browers |
|
| Title:Chief Financial Officer |
Exhibit 99.1
Cadre Holdings Reports Third Quarter 2026 Financial Results
Grew Quarterly Net Sales 30% and Net Income 46% Year-Over-Year
Increased Quarterly Adjusted EBITDA of $41.1 Million and Expanded Adjusted EBITDA Margin of 20.2%
Raises Full-Year 2026 Guidance for Second Consecutive Quarter
Announces $100 Million Inaugural Stock Repurchase Program
Targets Further Operating-Margin Expansion Through the Cadre Operating Model and AI Initiatives
JACKSONVILLE, Fla., November 4, 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 nine months ended September 30, 2026.
| ● | Net sales of $202.9 million for the third quarter; net sales of $565.4 million for the nine months ended September 30, 2026. |
| ● | Gross profit margin of 43.4% for the third quarter; gross profit margin of 41.6% for the nine months ended September 30, 2026. |
| ● | Net income of $16.0 million, or $0.37 per diluted share, for the third quarter; net income of $29.4 million, or $0.68 per diluted share, for the nine months ended September 30, 2026. |
| ● | Adjusted EBITDA of $41.1 million for the third quarter; Adjusted EBITDA of $104.2 million for the nine months ended September 30, 2026. |
| ● | Adjusted EBITDA margin of 20.2% for the third quarter; Adjusted EBITDA margin of 18.4% for the nine months ended September 30, 2026. |
| ● | Declared quarterly cash dividend of $0.10 per share in October 2026. |
"Our third-quarter results reflect strong execution across Cadre’s businesses, with double-digit organic growth and contributions from acquisitions driving a 30% increase in sales,” said Warren Kanders, CEO and Chairman. “Net income increased 46% and Adjusted EBITDA margin expanded 110 basis points to 20.2%. We remain focused on driving further operating-margin improvement through the Cadre Operating Model, with an emphasis on manufacturing productivity, sourcing and pricing discipline, and overhead efficiency. Our AI initiatives will complement these efforts by targeting repetitive workflows, improving decision-making and enabling our teams to scale more efficiently.”
Mr. Kanders added, “Heightened geopolitical uncertainty, evolving public-safety requirements and investment in nuclear infrastructure create enduring demand drivers for our mission-critical products. Against this backdrop, healthy customer demand and another quarter of better-than-expected results support our decision to again raise full-year guidance. We will continue to pursue complementary acquisitions and apply our operating model across both existing and newly acquired businesses to drive profitable growth, stronger cash generation and long-term shareholder value. Our share repurchase program announced today reflects our disciplined approach to capital allocation.”
Third Quarter and Nine-Month 2026 Operating Results
For the quarter ended September 30, 2026, Cadre generated net sales of $202.9 million, as compared to $155.9 million for the quarter ended September 30, 2025. This increase was primarily a result of current-year acquisitions and increased demand for EOD products.
For the nine months ended September 30, 2026, Cadre generated net sales of $565.4 million, as compared to $443.1 million for the nine months ended September 30, 2025, mainly driven by current- and prior- year acquisitions and higher demand for EOD, crowd control and chemiluminescent products.
For the quarter ended September 30, 2026, Cadre generated gross profit of $88.1 million, as compared to $66.6 million for the quarter ended September 30, 2025. For the nine months ended September 30, 2026, Cadre generated gross profit of $235.4 million, as compared to $187.0 million for the prior year period.
Gross profit margin was 43.4% for the quarter ended September 30, 2026, as compared to 42.7% for the quarter ended September 30, 2025, mainly driven by favorable pricing, partially offset by unfavorable operating leverage. Gross profit margin was 41.6% for the nine months ended September 30, 2026, as compared to 42.2% for the prior year period.
Net income was $16.0 million for the quarter ended September 30, 2026, as compared to net income of $10.9 million for the quarter ended September 30, 2025. The increase was primarily a result of increased gross profit, partially offset by acquisition operating expenses, increased tax expense, and increased compensation expense.
Net income was $29.4 million for the nine months ended September 30, 2026, as compared to net income of $32.4 million for the prior year period, primarily as a result of acquisition operating expenses, increased compensation expense, interest expense, and adverse foreign currency fluctuations, partially offset by increased gross profit.
Cadre generated $41.1 million of Adjusted EBITDA for the quarter ended September 30, 2026, as compared to $29.8 million for the quarter ended September 30, 2025. Adjusted EBITDA margin was 20.2% for the quarter ended September 30, 2026, as compared to 19.1% for the prior year period.
Cadre generated $104.2 million of Adjusted EBITDA for the nine months ended September 30, 2026, as compared to $77.3 million for the prior period. Adjusted EBITDA margin was 18.4% for the nine months ended September 30, 2026, as compared to 17.4% for the prior year period.
Product segment gross profit margin was 43.7% and 42.3% for the third quarter and nine months ended September 30, 2026, respectively, compared to 43.9% and 43.3% for the prior year periods.
Distribution segment gross profit margin was 23.4% and 22.1% for the third quarter and nine months ended September 30, 2026, respectively, compared to 21.3% and 22.0% for the prior year periods.
Liquidity, Cash Flows and Capital Allocation
| ● | Cash and cash equivalents decreased by $59.0 million from $122.9 million as of December 31, 2025 to $63.9 million as of September 30, 2026. |
| ● | Total debt increased by $62.2 million from $307.3 million as of December 31, 2025 to $369.5 million as of September 30, 2026. |
| ● | Net debt (total debt net of cash and cash equivalents) increased by $121.2 million from $184.4 million as of December 31, 2025 to $305.6 million as of September 30, 2026. |
| ● | Capital expenditures totaled $2.9 million for the third quarter and $9.3 million for the nine months ended September 30, 2026, compared with $0.6 million for the third quarter and $3.6 million for the nine months ended September 30, 2025. |
Dividend
On October 20, 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 November 13, 2026 to shareholders of record as of the close of business on the record date of October 30, 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 $756 million and $769 million and Adjusted EBITDA in 2026 of between $140 million and $144 million. We expect capital expenditures to be in the range of $11 million to $14 million. Cadre has not provided net income guidance due to the inherent difficulty of forecasting, without unreasonable effort, 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.
Share Repurchase Program
On November 4, 2026, the Company's board of directors authorized a share repurchase program under which the Company may repurchase up to an aggregate of $100 million of its common stock. Repurchases may be made from time to time at the discretion of management through open market purchases, block trades, privately negotiated transactions, Rule 10b5-1 plans or other means, subject to market conditions, applicable legal and regulatory requirements, contractual restrictions and other factors.
Conference Call
Management will host a conference call on Thursday, November 5, 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 (833)-461-5787 and the dial-in number for international callers is (585)-542-9983. The access code for all callers is 294830052. A live webcast will also be available on the Company’s website at https://www.cadre-holdings.com/.
A replay of the call will be available through November 19, 2026. To access the replay, please dial (833)-309-1852, and then enter the access code 294830052.
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, (iv) last twelve months adjusted EBITDA, and (v) net debt. 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)
| | September 30, 2026 | | December 31, 2025 | ||
Assets |
| | |
| | |
Current assets |
| | |
| | |
Cash and cash equivalents | | $ | 63,916 | | $ | 122,898 |
Restricted cash | | | 3,796 | | | 2,429 |
Accounts receivable, net of allowance for doubtful accounts of $383 and $273, respectively | | | 127,082 | | | 110,607 |
Inventories | |
| 126,668 | |
| 100,263 |
Prepaid expenses | |
| 14,700 | |
| 14,574 |
Other current assets | |
| 19,938 | |
| 15,095 |
Total current assets | |
| 356,100 | |
| 365,866 |
Property and equipment, net of accumulated depreciation and amortization of $76,989 and $63,125, respectively | |
| 125,000 | |
| 78,822 |
Operating lease assets | | | 24,517 | | | 19,778 |
Deferred tax assets, net | |
| 4,875 | |
| 4,816 |
Intangible assets, net | |
| 170,899 | |
| 114,984 |
Goodwill | |
| 233,728 | |
| 181,406 |
Other assets | |
| 7,575 | |
| 4,359 |
Total assets | | $ | 922,694 | | $ | 770,031 |
| | | | | | |
Liabilities, Mezzanine Equity and Shareholders' Equity | |
| | |
| |
Current liabilities | |
| | |
| |
Accounts payable | | $ | 35,365 | | $ | 22,325 |
Accrued liabilities | |
| 89,832 | |
| 61,066 |
Income tax payable | |
| 6,239 | |
| 4,838 |
Current portion of long-term debt | |
| 20,011 | |
| 16,266 |
Total current liabilities | |
| 151,447 | |
| 104,495 |
Long-term debt | |
| 349,467 | |
| 290,987 |
Long-term operating lease liabilities | | | 18,109 | | | 15,039 |
Deferred tax liabilities | |
| 29,432 | |
| 30,058 |
Other liabilities | |
| 7,457 | |
| 11,648 |
Total liabilities | |
| 555,912 | |
| 452,227 |
| | | | | | |
Mezzanine equity | |
| | |
| |
Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2026 and December 31, 2025) | |
| — | |
| — |
| | | | | | |
Shareholders' equity | |
| | |
| |
Common stock ($0.0001 par value, 190,000,000 shares authorized, 42,919,029 and 42,160,656 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively) | |
| 4 | |
| 4 |
Additional paid-in capital | |
| 316,619 | |
| 282,570 |
Accumulated other comprehensive (loss) income | |
| (1,134) | |
| 460 |
Accumulated earnings | |
| 51,293 | |
| 34,770 |
Total shareholders’ equity | |
| 366,782 | |
| 317,804 |
Total liabilities, mezzanine equity and shareholders' equity | | $ | 922,694 | | $ | 770,031 |
CADRE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share amounts)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net sales | | $ | 202,876 | | $ | 155,869 | | $ | 565,431 | | $ | 443,084 |
Cost of goods sold | |
| 114,785 | |
| 89,244 | |
| 330,039 | |
| 256,079 |
Gross profit | |
| 88,091 | |
| 66,625 | |
| 235,392 | |
| 187,005 |
Operating expenses | |
| | |
| | |
| | |
| |
Selling, general and administrative | |
| 58,877 | |
| 45,627 | |
| 170,930 | |
| 132,509 |
Restructuring and transaction costs | |
| 863 | |
| 2,216 | |
| 4,158 | |
| 6,240 |
Related party expense | |
| — | |
| 108 | |
| 2,000 | |
| 1,345 |
Total operating expenses | |
| 59,740 | |
| 47,951 | |
| 177,088 | |
| 140,094 |
Operating income | |
| 28,351 | |
| 18,674 | |
| 58,304 | |
| 46,911 |
Other expense | |
| | |
| | |
| | |
| |
Interest expense, net | |
| (5,405) | |
| (3,028) | |
| (14,695) | |
| (8,849) |
Other income (expense), net | |
| 984 | |
| (802) | |
| 66 | |
| 6,599 |
Total other expense, net | |
| (4,421) | |
| (3,830) | |
| (14,629) | |
| (2,250) |
Income before provision for income taxes | |
| 23,930 | |
| 14,844 | |
| 43,675 | |
| 44,661 |
Provision for income taxes | |
| (7,945) | |
| (3,903) | |
| (14,308) | |
| (12,261) |
Net income | | $ | 15,985 | | $ | 10,941 | | $ | 29,367 | | $ | 32,400 |
| | | | | | | | | | | | |
Net income per share: | |
| | |
| | |
| | |
| |
Basic | | $ | 0.37 | | $ | 0.27 | | $ | 0.69 | | $ | 0.80 |
Diluted | | $ | 0.37 | | $ | 0.27 | | $ | 0.68 | | $ | 0.79 |
Weighted average shares outstanding: | |
| | |
| | |
| | |
| |
Basic | |
| 42,867,048 | |
| 40,666,861 | |
| 42,746,081 | |
| 40,649,339 |
Diluted | |
| 43,468,634 | |
| 40,977,677 | |
| 43,410,498 | |
| 40,964,737 |
CADRE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
Cash Flows From Operating Activities: |
| | |
| | |
Net income | | $ | 29,367 | | $ | 32,400 |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | |
| |
Depreciation and amortization | |
| 18,335 | |
| 13,908 |
Amortization of original issue discount and debt issue costs | |
| 664 | |
| 1,075 |
Amortization of inventory step-up | | | 5,076 | | | 826 |
Deferred income taxes | |
| (1,312) | |
| (4,163) |
Stock-based compensation | | | 9,952 | | | 6,840 |
Remeasurement of contingent consideration | | | 6,051 | | | 1,489 |
Recoveries from accounts receivable | |
| (171) | |
| (190) |
Unrealized foreign exchange transaction loss (gain) | |
| 273 | |
| (2,275) |
Other loss | | | 971 | | | 268 |
Changes in operating assets and liabilities, net of impact of acquisitions: | |
| | |
| |
Accounts receivable | |
| (6,235) | |
| 19,360 |
Inventories | |
| (6,322) | |
| (14,748) |
Prepaid expenses and other assets | |
| (3,847) | |
| 4,607 |
Accounts payable and other liabilities | |
| 14,783 | |
| (16,942) |
Net cash provided by operating activities | |
| 67,585 | |
| 42,455 |
Cash Flows From Investing Activities: | |
| | |
| |
Purchase of property and equipment | |
| (9,204) | |
| (3,582) |
Proceeds from disposition of property and equipment | | | — | | | 6 |
Business acquisitions, net of cash acquired | |
| (164,769) | |
| (89,590) |
Other | | | (650) | | | — |
Net cash used in investing activities | |
| (174,623) | |
| (93,166) |
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 | |
| (13,101) | |
| (9,723) |
Taxes paid in connection with employee stock transactions | | | (1,262) | | | (1,185) |
Proceeds from exercise of stock options | | | 2,157 | | | — |
Dividends distributed | |
| (12,844) | |
| (11,584) |
Other | | | 176 | | | 344 |
Net cash provided by financing activities | |
| 50,126 | |
| 75,352 |
Effect of foreign exchange rates on cash, cash equivalents and restricted cash | |
| (703) | |
| 1,301 |
Change in cash, cash equivalents and restricted cash | |
| (57,615) | |
| 25,942 |
Cash, cash equivalents and restricted cash, beginning of period | |
| 125,327 | |
| 124,933 |
Cash, cash equivalents and restricted cash, end of period | | $ | 67,712 | | $ | 150,875 |
Supplemental Disclosure of Cash Flows Information: | | | | | | |
Cash paid for income taxes, net | | $ | 12,441 | | $ | 22,545 |
Cash paid for interest | | $ | 15,876 | | $ | 13,075 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | | | | | | |
Accruals and accounts payable for capital expenditures | | $ | 131 | | $ | 16 |
Non-cash consideration | | $ | 31,647 | | $ | — |
CADRE HOLDINGS, INC.
SEGMENT INFORMATION
(Unaudited)
(In thousands)
| | Three Months Ended September 30, 2026 | ||||||||||
| | | | | | | | Reconciling | | | | |
| | Product | | Distribution | | Items(1) | | Total | ||||
Net sales | | $ | 188,748 | | $ | 23,633 | | $ | (9,505) | | $ | 202,876 |
Cost of goods sold | | | 106,179 | | | 18,111 | | | (9,505) | | | 114,785 |
Gross profit | | $ | 82,569 | | $ | 5,522 | | $ | — | | $ | 88,091 |
| | Three Months Ended September 30, 2025 | ||||||||||
| | | | | | | | Reconciling | | | | |
| | Product | | Distribution | | Items(1) | | Total | ||||
Net sales | | $ | 138,789 | | $ | 26,483 | | $ | (9,403) | | $ | 155,869 |
Cost of goods sold | | | 77,862 | | | 20,843 | | | (9,461) | | | 89,244 |
Gross profit | | $ | 60,927 | | $ | 5,640 | | $ | 58 | | $ | 66,625 |
| | Nine Months Ended September 30, 2026 | ||||||||||
| | | | | | | | Reconciling | | | | |
| | Product | | Distribution | | Items(1) | | Total | ||||
Net sales | | $ | 519,426 | | $ | 71,032 | | $ | (25,027) | | $ | 565,431 |
Cost of goods sold | | | 299,711 | | | 55,355 | | | (25,027) | | | 330,039 |
Gross profit | | $ | 219,715 | | $ | 15,677 | | $ | — | | $ | 235,392 |
| | Nine Months Ended September 30, 2025 | ||||||||||
| | | | | | | | Reconciling | | | | |
| | Product | | Distribution | | Items(1) | | Total | ||||
Net sales | | $ | 391,659 | | $ | 79,853 | | $ | (28,428) | | $ | 443,084 |
Cost of goods sold | | | 222,189 | | | 62,293 | | | (28,403) | | | 256,079 |
Gross profit | | $ | 169,470 | | $ | 17,560 | | $ | (25) | | $ | 187,005 |
| (1) | Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments. |
CADRE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In thousands)
| | Year ended | | Three Months Ended | | Nine Months Ended | | Last Twelve | ||||||||||
| | December 31, | | September 30, | | September 30, | | Months | ||||||||||
| | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | September 30, 2026 | ||||||
Net income | | $ | 44,139 | | $ | 15,985 | | $ | 10,941 | | $ | 29,367 | | $ | 32,400 | | $ | 41,106 |
Add back: | |
| | |
| | |
| | |
| | |
| | |
| |
Depreciation and amortization | |
| 18,633 | |
| 6,436 | |
| 5,376 | |
| 18,335 | |
| 13,908 | |
| 23,060 |
Interest expense, net | |
| 12,480 | |
| 5,405 | |
| 3,028 | |
| 14,695 | |
| 8,849 | |
| 18,326 |
Provision for income taxes | |
| 18,187 | |
| 7,945 | |
| 3,903 | |
| 14,308 | |
| 12,261 | |
| 20,234 |
EBITDA | | $ | 93,439 | | $ | 35,771 | | $ | 23,248 | | $ | 76,705 | | $ | 67,418 | | $ | 102,726 |
Add back: | |
| | |
| | |
| | |
| | |
| | |
| |
Restructuring and transaction costs(1) | |
| 8,696 | |
| 863 | |
| 2,216 | |
| 6,158 | |
| 7,240 | |
| 7,614 |
Other (income) expense, net(2) | |
| (7,455) | |
| (984) | | | 802 | |
| (66) | | | (6,599) | | | (922) |
Stock-based compensation expense(3) | | | 12,239 | | | 5,066 | | | 2,447 | | | 9,952 | | | 6,840 | | | 15,351 |
Stock-based compensation payroll tax expense(4) | | | 1,566 | | | 16 | | | — | | | 146 | | | 92 | | | 1,620 |
Amortization of inventory step-up(5) | | | 1,296 | | | 155 | | | 470 | | | 5,076 | | | 826 | | | 5,546 |
Contingent consideration expense(6) | | | 1,927 | | | 185 | | | 632 | | | 6,051 | | | 1,489 | | | 6,489 |
Impairment expense(7) | | | — | | | — | | | — | | | 148 | | | — | | | 148 |
Adjusted EBITDA | | $ | 111,708 | | $ | 41,072 | | $ | 29,815 | | $ | 104,170 | | $ | 77,306 | | $ | 138,572 |
Adjusted EBITDA margin(8) | |
| 18.5 | % |
| 20.2 | % |
| 19.1 | % |
| 18.4 | % |
| 17.4 | % |
| |
| (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 nine months ended September 30, 2025 and 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 nine months ended September 30, 2026, which are included in related party expense in the Company’s condensed consolidated statements of operations. |
| (2) | Reflects the “Other income (expense), 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 for all periods presented and TYR for the 2026 periods presented. |
| (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
| THIRD QUARTER 2026 November 5, 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 |
| 3 TODAY’S PRESENTERS WARREN KANDERS CEO and Chairman of the Board BRAD WILLIAMS President BLAINE BROWERS Chief Financial Officer |
| 4 AGENDA 01 Who We Are 02 Q3 Highlights and Market Trends 03 Financial Summary 04 Increased Full-Year Outlook 05 Conclusion and Q&A |
| 5 WHO WE ARE 01 |
| 6 GLOBAL LEADER IN HIGHLY-ENGINEERED SAFETY EQUIPMENT Public safety + defense • Body armor • Duty gear • Explosive Ordnance Disposal (EOD) Customers: law enforcement, military, bomb technicians Nuclear safety • Containment and handling • Transport packaging • Instrumentation and services Customers: environmental cleanup, defense, nuclear energy 2,600+ people | 210+engineers and technicians | 21 facilities | 104+countries served Cadre operating model drives value creation across verticals |
| 7 INVESTMENT HIGHLIGHTS Mission-critical, recurring demand Over 80% of public safety product lines tied to customer refresh cycles, with industry tailwinds behind them. Leading brands in large markets Leading positions in a $2B core public safety and defense SAM1 , plus a $3– 6B nuclear safety TAM1 . Active acquisition pipeline 8 acquisitions for $475M+ since 2022 add products, geographies and new verticals. Cadre operating model Teams apply lean and continuous improvement tools across all businesses Strong free cash flow Visible revenue, attractive margins and an asset-light model with minimal capex. Shareholder value track record Experienced team delivers strategic M&A, consistent dividends, and growing profitability. 1SAM and TAM figures are company estimates. |
| 8 CONSISTENT GROWTH IN PUBLIC SAFETY & DEFENSE Steady structural demand in core markets with mid-single-digit growth; European + other targeted international opportunities provide platform for higher growth MACRO DRIVER CADRE EXPOSURE EST. GROWTH IN CORE MARKET SERVED Body Armor and Duty Gear Global unrest and officer protection needs; updated ballistic standards and service-life replacement cycles drive steady refresh Body armor for U.S. law enforcement, federal, military and international customers ~3-5% ~6–7% TARGETED INTERNATIONAL MARKET GROWTH Holsters, duty belts, accessories and supporting product ecosystem EOD Global readiness and modernization Modernization and refresh cycles drive the captive EOD technician ensembles EOD suits and accessories ~2-4% Approximately 10 year replacement-driven, funded demand EST. GROWTH OPP. IN INTERNATIONAL CORE Estimated growth figures are company estimates. |
| 9 DURABLE DEMAND DRIVERS IN NUCLEAR SAFETY MARKET Established funding and objectives across the full nuclear lifecycle, where Cadre’s specialist capabilities meet broad market opportunity ENVIRONMENTAL MANAGEMENT Mandated, multi-decade legacy cleanup at DOE sites, UK NDA estate, Fukushima and international locations Highly engineered containers, robotics, measurement tools and containment systems NATIONAL SECURITY Warhead modernization and pit production at NNSA sites, national labs and UK AWE Nuclear containers, criticality alarms, safety systems, remote handling and bespoke engineered solutions NUCLEAR ENERGY Life extension, uprates, advanced fuels and new reactors as power demand rises Packaging, ventilation, monitoring, outage tooling and solutions to support existing and enabling new deployment Mandated, multi-decade government programs Policy-backed fleet extension; SMRs and new fuels add upside Sustained funding base in defense applications ~4-6% CADRE ESTIMATES OVER A 5 YEAR PERIOD DEMAND AREAS CADRE EXPOSURE FUNDING SOURCES |
| 10 INDUSTRIAL COMPOUNDER How Cadre turns operating progress into lasting value for shareholders. 01 02 03 Reinvestment • Fund organic opportunities • Acquire selectively • Pay a steadily increasing dividend • Repurchase shares Operating Model • Strategic vision • Continuous improvement • Leadership centric Growth • Capture replacement demand • Invest in innovation • Extend from core |
| 11 Q3 HIGHLIGHTS AND MARKET TRENDS 02 |
| 12 Q3 2026 KEY TAKEAWAYS FINANCIAL RESULTS AHEAD OF EXPECTATIONS $202.9M Q3 net sales vs. guidance of ~$190M $41.1M Q3 adj. EBITDA vs. guidance of ~$34M +46% y/y Q3 net income of $16.0M DOUBLE-DIGIT ORGANIC GROWTH 10% Organic topline growth in Q3 (excluding Distribution), driven by strong EOD demand MOMENTUM ACROSS CORE MARKETS • Safariland selected as FBI armor kit ballistic panel provider; program ramping • Obtained third PO for BEMO (sensors) program of $3.6M • Royal Canadian Mounted Police ballistic shield award: est. $24M over 5 years ACQUISITIONS PERFORMING WELL $31.2M TYR Tactical revenue in Q3; TYR and Alien Gear meeting expectations RAISING FULL-YEAR 2026 OUTLOOK AGAIN |
| 13 LATEST MARKET TRENDS: CORE L.E. AND DEFENSE Demand drivers broadening across law enforcement and global defense Rising Safety Threats Increasingly complex threats facing law enforcement and military personnel, driving increased need for mission-critical solutions. Resilient and growing spend worldwide to address. Brand strength and customer connectivity leading to wins European Rearmament €454B Est. 2026 EU defense spend, up 75% vs. 2021. NATO allies committed to 5% of GDP by 2035. Global Conflicts War in Middle East and Ukraine ongoing with opportunities expected for Cadre once conflicts de-escalate. Unexploded ordnance (UXO) cleanup still ahead. U.S. Law Enforcement Admin has demonstrated commitment to prioritizing public safety but growing focus on balancing state and local budgets. Sources: NPR (May 2026); Council of the EU; NATO Hague Summit; NSSF (Oct. 2026); CRS |
| 14 LATEST MARKET TRENDS: NUCLEAR Cadre Nuclear Group: cleaning up the past, securing the present, enabling the future Nuclear tailwinds strengthening with multi-directional support across all three market segments Environmental Management Multi-decade National Defense +7% House FY27 NNSA mark of $27.1B vs. FY26; Administration request seeks $32.8B (+29%) Warhead and production modernization driving demand Commercial Nuclear 400 GW U.S. target by 2050, ~4x today; $80B Westinghouse framework and up to $17.5B in DOE AP1000 loan commitments "Follow the fuel" strategy continues to generate opportunities Sources: CRS (R48944, R48946); DOE FY27 Budget in Brief; World Nuclear Association (Oct. 2026) Contracted cleanup program demand along with potentially used fuel recycling from the 2025 executive order DOE is advancing used-fuel recycling, including R&D awards and solicitation for privately funded recycling, reprocessing and fuel-fabrication facilities |
| 15 M&A MOMENTUM AND DISCIPLINED CAPITAL ALLOCATION 8 acquisitions $72.8M dividends paid • Including latest EOD bolt-on completed in November, eight 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 $50M $120M $100M $200M+ 2022 2024 2025 2026 Cash generation supports both: $475M+ in acquisitions and $72.8M in dividends |
| 16 HIGHLY SELECTIVE APPRROACH TO M&A STRATEGIC GOALS Enter new markets and geographies Strengthen category leadership Deepen existing customer relationships WHAT WE LOOK FOR Business ✓ Leading market position ✓ Defensible technology ✓ Mission-critical to customers ✓ Strong brand, high switching costs Financial ✓ Recurring revenue ✓ Asset-light model ✓ Attractive ROIC Market ✓ Niche market ✓ No large-cap competition ✓ Resilient through cycles |
| 17 Q3 FINANCIAL RESULTS 03 |
| 18 Q3 2026 FINANCIAL SUMMARY NET SALES $155.9M $202.9M Q3 2025 Q3 2026 GROSS PROFIT NET INCOME $66.6M $88.1M Q3 2025 Q3 2026 $10.9M $16.0M Q3 2025 Q3 2026 $29.8M $41.1M Q3 2025 Q3 2026 + 30% YoY + 32% YoY + 46% YoY + 38% YoY ADJ. EBITDA1 42.7% 43.4% 19.1% 20.2% • Reflects current year acquisitions and increased demand for EOD products, partially offset by lower Distribution revenue • Gross margin improved 70 bps y/y driven by price and mix • Positive gross margin flow through, partially offset by acquisition operating expenses • Adj. EBITDA margin improved 110 bps y/y 1A non-GAAP financial measure. See slides 28-29 for definitions and reconciliations to the nearest GAAP measures. |
| 19 STRONG RECORD OF SALES AND ADJ. EBITDA GROWTH NET SALES ($MM) ADJ. EBITDA1 ($MM) % CAGR 16.5% % Y/Y GROWTH 24.9% at guidance midpoint % CAGR 18.3% % Y/Y GROWTH 27.1% at guidance midpoint $565.4M 3Q26 2023 2024 2025 2026 FY 2024 FY 2023 $567.6M $482.5M $443.1M 3Q25 FY 2025 $610.3M FY 2026 Guidance Range $756M to $769M $104.2M 3Q26 2023 2024 2025 2026 FY 2024 $104.8M FY 2023 $85.8M FY 2025 $111.7M $77.3M 3Q25 FY 2026 Guidance Range $140M to $144M 1A non-GAAP financial measure. See slides 28-29 for definitions and reconciliations to the nearest GAAP measures. |
| 20 Q3 2026 CAPITAL STRUCTURE AND ALLOCATION September 30, 2026 (in thousands) Cash and cash equivalents $ 63,916 Debt: Current portion of long-term debt 20,011 Long-term debt 350,975 Capitalized discount/issuance costs (1,508) Total debt, net $ 369,478 Net debt (Total debt net of cash) $ 305,562 Total debt / Adj. EBITDA(1) 2.7x Net debt / Adj. EBITDA(1) 2.2x LTM Adj. EBITDA(1) $ 138,572 Net leverage of 2.2x leaves room to keep acquiring while paying the dividend. 2.2x Net debt / adj. EBITDA1 , September 30, 2026 $475M+ Deployed on acquisitions since 2022; $200M+ in 2026 $11–14M 2026 capex outlook, funding organic growth 21 Consecutive quarterly dividends2; $72.8M paid since IPO Announced $100 Million Inaugural Stock Repurchase Program in Nov. 2026 1A non-GAAP financial measure. See slides 28-29 for definitions and reconciliations to the nearest GAAP measures. 2 Includes the dividend to be paid in Q4 2026. |
| 21 INCREASED 2026 OUTLOOK Attractive end markets and consistent execution driving growth NET SALES $756M to $769M Previous: $749M to $769M ADJ. EBITDA1 $140M to $144M Previous: $139M to $144M CAPITAL EXPENDITURES $11M to $14M 1A non-GAAP financial measure. See slides 28-29 for definitions and reconciliations to the nearest GAAP measures. |
| 22 CONCLUDING HIGHLIGHTS Mission-critical demand 10% organic growth in Q3, excluding Distribution Leading brands in large markets Safariland selected as FBI armor kit panel provider Active acquisition pipeline EOD bolt-on closed in November, 8th transaction since 2022 Cadre operating model Adj. EBITDA margin +110 bps, gross margin +70 bps y/y Strong free cash flow 2.2x net leverage leaves room for M&A and dividends Shareholder value track record Announced $100M inaugural stock repurchase program Cadre continues to deliver on strategic objectives and remains well positioned to deliver shareholder value in 2026 and beyond 1 Includes the dividend to be paid in Q4 2026. |
| 23 APPENDIX |
| 24 BALANCE SHEET UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) September 30, 2026 December 31, 2025 Assets Current assets Cash and cash equivalents $ 63,916 $ 122,898 Restricted cash 3,796 2,429 Accounts receivable, net of allowance for doubtful accounts of $383 and $273, respectively 127,082 110,607 Inventories 126,668 100,263 Prepaid expenses 14,700 14,574 Other current assets 19,938 15,095 Total current assets 356,100 365,866 Property and equipment, net of accumulated depreciation and amortization of $76,989 and $63,125, respectively 125,000 78,822 Operating lease assets 24,517 19,778 Deferred tax assets, net 4,875 4,816 Intangible assets, net 170,899 114,984 Goodwill 233,728 181,406 Other assets 7,575 4,359 Total assets $ 922,694 $ 770,031 Liabilities, Mezzanine Equity and Shareholders' Equity Current liabilities Accounts payable $ 35,365 $ 22,325 Accrued liabilities 89,832 61,066 Income tax payable 6,239 4,838 Current portion of long-term debt 20,011 16,266 Total current liabilities 151,447 104,495 Long-term debt 349,467 290,987 Long-term operating lease liabilities 18,109 15,039 Deferred tax liabilities 29,432 30,058 Other liabilities 7,457 11,648 Total liabilities 555,912 452,227 Mezzanine equity Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2026 and December 31, 2025) — — Shareholders' equity Common stock ($0.0001 par value, 190,000,000 shares authorized, 42,919,029 and 42,160,656 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively) 4 4 Additional paid-in capital 316,619 282,570 Accumulated other comprehensive (loss) income (1,134) 460 Accumulated earnings 51,293 34,770 Total shareholders’ equity 366,782 317,804 Total liabilities, mezzanine equity and shareholders' equity $ 922,694 $ 770,031 |
| 25 UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) STATEMENT OF OPERATIONS Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Net sales $ 202,876 $ 155,869 $ 565,431 $ 443,084 Cost of goods sold 114,785 89,244 330,039 256,079 Gross profit 88,091 66,625 235,392 187,005 Operating expenses Selling, general and administrative 58,877 45,627 170,930 132,509 Restructuring and transaction costs 863 2,216 4,158 6,240 Related party expense — 108 2,000 1,345 Total operating expenses 59,740 47,951 177,088 140,094 Operating income 28,351 18,674 58,304 46,911 Other expense Interest expense, net (5,405) (3,028) (14,695) (8,849) Other income (expense), net 984 (802) 66 6,599 Total other expense, net (4,421) (3,830) (14,629) (2,250) Income before provision for income taxes 23,930 14,844 43,675 44,661 Provision for income taxes (7,945) (3,903) (14,308) (12,261) Net income $ 15,985 $ 10,941 $ 29,367 $ 32,400 Net income per share: Basic $ 0.37 $ 0.27 $ 0.69 $ 0.80 Diluted $ 0.37 $ 0.27 $ 0.68 $ 0.79 Weighted average shares outstanding: Basic 42,867,048 40,666,861 42,746,081 40,649,339 Diluted 43,468,634 40,977,677 43,410,498 40,964,737 |
| 26 UNAUDITED (IN THOUSANDS) Nine Months Ended September 30, 2026 2025 Cash Flows From Operating Activities: Net income $ 29,367 $ 32,400 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 18,335 13,908 Amortization of original issue discount and debt issue costs 664 1,075 Amortization of inventory step-up 5,076 826 Deferred income taxes (1,312) (4,163) Stock-based compensation 9,952 6,840 Remeasurement of contingent consideration 6,051 1,489 Recoveries from accounts receivable (171) (190) Unrealized foreign exchange transaction loss (gain) 273 (2,275) Other loss 971 268 Changes in operating assets and liabilities, net of impact of acquisitions: Accounts receivable (6,235) 19,360 Inventories (6,322) (14,748) Prepaid expenses and other assets (3,847) 4,607 Accounts payable and other liabilities 14,783 (16,942) Net cash provided by operating activities 67,585 42,455 Cash Flows From Investing Activities: Purchase of property and equipment (9,204) (3,582) Proceeds from disposition of property and equipment — 6 Business acquisitions, net of cash acquired (164,769) (89,590) Other (650) — Net cash used in investing activities (174,623) (93,166) STATEMENT OF CASH FLOWS |
| 27 UNAUDITED (IN THOUSANDS) Nine Months Ended September 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 (13,101) (9,723) Taxes paid in connection with employee stock transactions (1,262) (1,185) Proceeds from exercise of stock options 2,157 — Dividends distributed (12,844) (11,584) Other 176 344 Net cash provided by financing activities 50,126 75,352 Effect of foreign exchange rates on cash, cash equivalents and restricted cash (703) 1,301 Change in cash, cash equivalents and restricted cash (57,615) 25,942 Cash, cash equivalents and restricted cash, beginning of period 125,327 124,933 Cash, cash equivalents and restricted cash, end of period $ 67,712 $ 150,875 Supplemental Disclosure of Cash Flows Information: Cash paid for income taxes, net $ 12,441 $ 22,545 Cash paid for interest $ 15,876 $ 13,075 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Accruals and accounts payable for capital expenditures $ 131 $ 16 Non-cash consideration $ 31,647 $ — STATEMENT OF CASH FLOWS – CONTINUED |
| 28 NON-GAAP RECONCILIATION 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 nine months ended September 30, 2025 and 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 nine months ended September 30, 2026, which are included in related party expense in the Company’s condensed consolidated statements of operations. 2. Reflects the “Other income (expense), 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 for all periods presented and TYR for the 2026 periods presented. 7. Reflects non-cash write-down of individual fixed assets. 8. Reflects adjusted EBITDA divided by net sales for the relevant periods. 28 (IN THOUSANDS) Year ended Three Months Three Months Ended Nine Months Ended Last Twelve Months December 31, Ended June 30, September 30, September 30, September 30, 2025 2026 2026 2025 2026 2025 2026 Net income $ 44,139 $ 11,407 $ 15,985 $ 10,941 $ 29,367 $ 32,400 $ 41,106 Add back: Depreciation and amortization 18,633 6,171 6,436 5,376 18,335 13,908 23,060 Interest expense, net 12,480 5,019 5,405 3,028 14,695 8,849 18,326 Provision for income taxes 18,187 5,507 7,945 3,903 14,308 12,261 20,234 EBITDA $ 93,439 $ 28,104 $ 35,771 $ 23,248 $ 76,705 $ 67,418 $ 102,726 Add back: Restructuring and transaction costs(1) 8,696 1,453 863 2,216 6,158 7,240 7,614 Other expense (income), net(2) (7,455) 529 (984) 802 (66) (6,599) (922) Stock-based compensation expense(3) 12,239 2,960 5,066 2,447 9,952 6,840 15,351 Stock-based compensation payroll tax expense(4) 1,566 1 16 — 146 92 1,620 Amortization of inventory step-up(5) 1,296 2,362 155 470 5,076 826 5,546 Contingent consideration expense(6) 1,927 6,430 185 632 6,051 1,489 6,489 Impairment expense(7) 148 — — 148 — 148 Adjusted EBITDA $ 111,708 $ 41,987 $ 41,072 $ 29,815 $ 104,170 $ 77,306 $ 138,572 Adjusted EBITDA margin(8) 18.5 % 20.3 % 20.2 % 19.1 % 18.4 % 17.4 % |
| 29 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, (iv) last twelve months adjusted EBITDA, and (v) net debt. 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. |
