Good morning, and welcome to the Cadre Holdings Second Quarter 2025 Conference Call. Today's call is being recorded. At this time, I would like to turn the conference over to Matt Berkowitz of the IGB Group, for instructions and the reading of the safe harbor statement. Please go ahead, sir. Thank you, and welcome to today's conference call to discuss Cadre's second quarter results. Before we begin, I would like to remind everyone that during today's call, we will be making several forward-looking statements, and we make these statements under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our best estimates and assumptions based on our understanding of information known to us today. These forward-looking statements are subject to the risks and uncertainties that face Cadre and the industries and markets in which we operate. More information on potential factors that could affect Cadre's financial results is included from time to time in Cadre's public reports filed with the Securities and Exchange Commission. Please also note that we have posted presentation materials on our website at www.cadre-holdings.com, which supplement our comments this morning and include a reconciliation of certain non-GAAP financial measures. I'd like to remind everyone that this call will be available for replay through August 20, 2025. A webcast replay will also be available via the link provided in yesterday's press release as well as on Cadre's website. At this time, I would like to turn the call over to Cadre's Chairman and CEO, Warren Kanders.

Good morning, and thank you for joining Cadre's Second Quarter Earnings Call. I am joined today by our President, Brad Williams; and Chief Financial Officer, Blaine Browers. We are pleased to report another quarter of strong financial and strategic progress, underscoring the resilience of our businesses, the market leadership of our brands and consistent execution across our organization, driven by the Cadre operating model. Revenue and gross profit increased year-over-year by 9% and 10%, respectively, as we continue to see strong and recurring demand for our suite of protection products in the second quarter despite a fluid macro environment. With a diversified platform of industry-leading high-margin safety businesses, we continue to build momentum across our law enforcement, first responder, military and nuclear categories. The latest step in Cadre's evolution was the acquisition of Carr's Engineering division completed in April, which added scale and a broader international footprint for our nuclear vertical. As we have discussed previously, these are best-in-class brands, complementary to Cadre's current nuclear safety focus that manufacture highly engineered products, supporting mission-critical initiatives with entrenched customers and long-term demand drivers and visibility. Brad will discuss the integration process in greater detail, but a key point to highlight is that we see opportunities for core Cadre operating model tools to help unlock further efficiency and profitability. We continue to view additional M&A as a possibility this year and maintain a robust pipeline of actionable opportunities focusing on leading businesses with strong margins, defensible market positions and recurring revenue. With cash on the balance sheet of $137 million and undrawn revolver capacity of $175 million, combined with the full support of our banking group, we have the financial strength to be opportunistic while also being patient and disciplined. From a macro perspective, the secular trends driving demand for our mission-critical life-saving products around the world are only growing stronger. Unrest and conflict are on the rise, highlighting the critical need for those who protect and serve us to be equipped with the safest and most reliable products. Regarding nuclear, we see accelerating global demand driven by strong energy, defense and nuclear waste tailwinds. Most importantly, Cadre's consistent and stable growth through cycles remains a defining characteristic of our company, and we anticipate that resilience will continue to serve us well. Moving forward, we believe Cadre is well positioned to grow our platform and further enhance our market leadership over the long term, supported by our strong balance sheet, robust acquisition pipeline and operating model. With that, thank you for being with us today, and I will turn the call over to Brad. Brad, over to you.

Thank you, Warren. On today's call, Blaine and I will provide a Q2 update and business overview, including recent trends, financial performance and full year outlook, followed by a Q&A session. We'll begin on Slide 5. During the second quarter, we continued to deliver on our strategic objectives, capitalizing on resilient demand trends for our mission-critical safety equipment. The company's solid execution in Q2 included further implementation of our pricing strategy driven by strong customer relationships and products that deliver best-in-class performance. As you can see from the slide, second quarter mix was neutral, consistent with expectations, and orders backlog was stable, excluding new acquisitions. Turning to capital allocation and M&A. We continue to successfully generate significant free cash flow, which enables us to both pursue acquisitions and make strategic investments in core organic growth while also returning capital to shareholders. Our August dividend will be in the company's 15th consecutive since our IPO. At the same time, we continue to advance our targeted M&A program and maintain a growing backlog of actionable opportunities. As Warren mentioned, we completed the acquisition of the Engineering division, further strengthening Cadre's nuclear safety vertical and expanding our international footprint with a group of complementary high-margin nuclear businesses. We are in the early stages of functional integration, prioritizing finance, accounting, IT, legal and compliance and in parallel, have gathered all our nuclear leaders together to establish action plans to leverage our broadened customer relationships and expanded portfolio of products globally and start the implementation of the Cadre operating model. As part of this process, I'm pleased to share that we have promoted and relocated Eric Gasvoda, a seasoned leader from within the Cadre organization to oversee our group of nuclear safety businesses. Eric began this role on August 1 with responsibilities that include integration, implementation of the Cadre operating model and managing the nuclear teams to identify and execute engineering, business development, and manufacturing opportunities. We're excited about the appointment in line with our commitment to leveraging internal Cadre expertise to drive continuity, accountability and performance. We look forward to implementing fundamental core operating tools in the coming months. On Slide 6, we illustrate long-term tailwinds supporting Cadre's growth opportunity across both public safety and nuclear safety sectors. Our largest market segment remains law enforcement and police protection expenditures have historically trended upward through cycles. This has led to Cadre's consistent and stable growth regardless of economic, political or geopolitical conditions. On the nuclear side of the business, there is continued momentum driven by both near-term demand and long-term structural tailwinds. As you have heard from us before, we are excited about nuclear safety, not just because of the increased interest in commercial nuclear energy today, but primarily because of the long-term growth opportunities related to environmental safety and national security. This is based on U.S. nuclear material processing, handling and remediation needs as well as national defense initiatives that we believe will underpin consistent and growing demand over multiple decades. In terms of our core current market trends, we continue to see multidirectional support for nuclear coming in many forms, particularly with the increasing number of commercial nuclear energy projects and a push by the administration in the U.S. to prioritize the nuclear industry. Recent executive orders have been aimed at speeding up nuclear reactor licensing, deploying U.S. reactors for AI and military bases, expanding domestic nuclear fuel production and growing the American nuclear workforce. With the collective scale and capabilities of our nuclear businesses, we are strategically positioned at the forefront of a rapidly evolving industry and excited about the future opportunities we are seeing across the nuclear landscape. Turning to Slide 7. I'll briefly touch on a couple of other non-nuclear developments in our business environment. Trends in North America law enforcement are positive, highlighted by significant federal investment in government agencies. From a geopolitical perspective, there is continued instability around the world, underscoring the importance of the work that we do. In the immediate term, however, the situation in conflict zones that we have mentioned previously, including Ukraine and the Middle East has not yet improved such that unexploded ordinance disposal can begin. We remain confident as these conflicts eventually reach the cleanup stage that Cadre would play a larger role, likely through our various EOD offerings. Turning to our consumer channel. Our brands have remained resilient despite broader market challenges and weak gun sales. Our consumer holster demand has held up, thanks to the strong followership we've established and a stream of product innovation. Lastly, on the new product front, innovation remains at the heart of everything we do, and our teams work every day to both protect our market share and continue to grow it. We've been pleased with the success of a number of new products launched over the past 24 months that continue to garner enthusiastic feedback. Before I turn it over to Blaine, I would like to address the macro environment. Consistent with commentary on the last 2 calls, our operating environment continues to show a greater degree of uncertainty than in previous years. Recent tariff announcements are one good example of this. In addition to tariffs, we have a higher proportion of large ops in our sales funnel across all business units with timing of these large opportunities shifting more than in previous years. In most cases, the funding has been allocated, but due to a variety of factors, we are seeing more of these large opportunities move to the right. In almost all cases, we are still confident in our ability to win these orders, but there is increasing uncertainty related to timing. We've seen this dynamic in both law enforcement and the nuclear markets, and Blaine will discuss the implication these movements have on our guidance. On tariffs, we continue to monitor the situation. Keep in mind, the majority of our suppliers are regional in nature, in many cases, covered by USMCA, which helps to mitigate tariff pressure. Our global footprint with manufacturing and redundancies gives us additional options to mitigate the tariff impact. Up to this point, inflationary pressures from tariffs have been in line with our expectations. We remain confident that the strong macro tailwinds in the law enforcement, military and nuclear markets will continue to be a catalyst for Cadre's growth over the long term. Our business makeup and operating model allow us to weather uncertain times and emerge in an even stronger competitive position. I'll now turn the call over to our CFO, Blaine Browers.

Thanks, Brad. I'll kick off my comments with a review of our M&A strategy. As you've heard already, in April, we completed the acquisition of the Engineering division from Carr's Group, and the initial phase of integration is underway. I'd like to again highlight the acquired brands, including Walischmiller, Bendalls Engineering, NW Total, and NuVision, bring world-class capabilities in remote handling, automation and radiation protection. Together with Alpha Safety, these businesses significantly expand our reach in nuclear sub verticals, including nuclear medicine and robotics, while providing new opportunities with leading global customers around the world. Acquiring these complementary high-margin businesses supports our broader objective of establishing a diversified platform of durable safety businesses. We continue to evaluate additional opportunities across each of our focus areas with the same disciplined M&A approach we've always taken. Our pipeline of targets is extensive, and we remain committed to deals with the potential to expand our customer base, increase wallet share, and offer value-added protective products. Overall, the M&A markets remain strong, and we are excited about the prospect of add-on opportunities in our current markets. Turning now to a summary of Cadre's financial performance. Slides 11 and 12 detail our second quarter results. Q2 sales of $157 million were above our expectations and grew 9% year-over-year. Of note, second quarter gross margin improved 30 basis points year-over-year, driven by favorable pricing, the absence of inventory step-up amortization and exchange rate favorability. Illustrated on Slide 12 is net sales and adjusted EBITDA growth year-over-year, including our new 2025 guidance. I'll discuss more in a moment. Our full year outlook implies year-over-year revenue and adjusted EBITDA growth of 10.5% and 8.7%, respectively, at the midpoints. On Slide 13, we present our capital structure as of June 30, 2025, reflecting the completed acquisition. We maintain significant financial flexibility to pursue inorganic opportunities with what we believe to be a responsible net leverage ratio of 1.8x. We provide revised 2025 guidance on Slide 14. Net sales are expected to be between $624 million and $630 million, and our adjusted EBITDA guidance is between $112 million and $116 million, implying adjusted EBITDA margins of 18.2%. Please note that our guidance range only reflects the tariffs in effect as of today and importantly, assumes that USMCA remains in place. As a reminder, the majority of our product movements in North America currently fall under USMCA. We will continue to monitor the tariff situation closely and will deploy countermeasures as needed to protect margins. Additionally, as Brad outlined earlier on the call, guidance reflects our updated expectations around the timing of orders. As we think about the remainder of the year, we expect Q3 revenue and adjusted EBITDA to be flat sequentially to Q2. This, combined with the full year guidance implies that the second half of the year, we will see about 6% organic growth with adjusted EBITDA up almost 19%. The new nuclear businesses are in line with the previous guidance, and we've been pleased with their performance thus far. We continue to expect the second half to be stronger than the first half, driven by armor and EOD project timing.

In closing, we are pleased with our second quarter results and remain focused on consistent strategic execution amid what continues to be a dynamic operating environment. Complementing our core organic growth initiatives, we're actively evaluating a robust pipeline of potential M&A transactions to further enhance our market leadership moving forward. The company has established a track record of steady growth through cycles, and we anticipate similar performance as we move ahead, driven by strong demand for Cadre's best-in-class safety products across our law enforcement, first responder, military and nuclear categories. Despite the timing shift of some large public safety and nuclear opportunities, we're extremely pleased with the quality of this portion of our sales funnel. We have an outstanding team that has demonstrated an ability to navigate challenges and leverage the Cadre operating model to drive constant improvements. We continue to see attractive growth opportunities throughout the business and are confident in our long-term outlook. With that, operator, please open up the lines for Q&A.

Our first question for today comes from the line of Larry Solow with CJS Securities.

I'm curious about the contracts and the delays on some of these orders. It seems to be a widespread issue. Is there any common factor, like decreased government spending at the federal level? Can you provide more details on that? Additionally, regarding the timing, does it seem like this is shifting out to 2026? What is your confidence level on this?

Larry, it's Brad. Great question. Here's kind of the way to think about it. Across the board, we haven't seen this. I've been here 9 years, and we haven't seen it in that 9 years, where we have a larger proportion of the opportunities in the sales funnel that we've seen this year are what we consider large ops. And those large ops actually fall across the bigger business units: body armor, we've got duty gear, nuclear and EOD. So across all 4 of those, which we, in the past, have not seen a mix that high across each of those. In terms of any trends that we've seen due to some of the shifts, the good news is we're not seeing any budgets that are being reduced. We're not seeing any allocation issues with the dollars. So all that's very positive. So our outlook is we love seeing the funnel with these kind of opportunities in there. But the reality is sometimes they shift around in terms of timing. Some of those orders, we've taken out of this year in terms of our guidance because we feel like there's a stronger opportunity for those to come in next year. And then some, we've also left in this year in terms of our guidance overall. So it's kind of a mix of both that we see happening this year and next year.

I have a follow-up question about margins, specifically the margin outlook. I understand that this quarter, compared to last year, you experienced a timing-related benefit on expenses, which has resulted in a significant decrease in the margin. Looking year-over-year, it seems there will be a slight margin contraction, although modest. I would like to hear your thoughts on this moving forward. It appears there are still many opportunities available in the Cadre operating model, so I'm interested in your views on mid- to long-term margin expansion.

Yes. Thanks, Larry. Great question. I think longer term, as we've talked about it before, there are ample opportunities to move all the businesses upwards in gross margin. I think in the longer term, getting into the mid- to upper 40s is very reasonable. I think kind of going back historically, there is a track record of those margins improving. Obviously, as we buy businesses, sometimes those businesses will have an impact, either accretive or dilutive to the gross margin, but we look to expand those. So I think the Carr's Engineering Zircaloy businesses are an example where their margin profile of the gates is a little bit lower than our average. But again, we're confident with leveraging those tools and frankly, the outstanding teams that came with them that we'll be able to continue to drive those margins upwards along within the synergistic opportunities we have in that nuclear platform. And the core military and LE businesses have a very good track record of continuing to push those upwards. So we're very bullish on the long-term for those margin profiles.

Our next question is from the line of Jeff Van Sinderen with B. Riley Securities.

Just to circle back for a moment, if we could and clarify regarding the guidance change, it sounds like it was strictly a matter of timing, not of any potential business exiting the funnel. Is that correct?

That is correct, Jeff. It's the majority of the funnel on these large ops that we've had, we expected and we had in the original forecast for this year, and they're not losses. They're essentially just shifting around.

And then any other color you can share on sales mix, maybe margin expectations for the second half quarterly progression? I know you gave some guidance, but just anything else, any other color there that we should keep in mind?

Yes. For the remainder of the year, in Q3, we would like to clarify whether you are referring to gross margins or EBITDA margins.

Yes. Gross margin or EBITDA.

Yes. Looking at gross margins, we expect Q3 to be similar to Q2. There will be some pressure as we account for a full quarter of Zircaloy impacting GAAP gross margins due to the inventory step-up and additional depreciation and amortization. In Q4, with the increased volume, we anticipate slightly higher margins compared to Q2 and Q3. Regarding the mix, as I mentioned earlier, we expect EOD to be stronger in the second half, particularly more in Q4, which is one of our higher-margin businesses. This should naturally boost those margins in that quarter.

And then just anything else to add on what you're seeing in the nuclear business, maybe touch on Carr's. I know you're still in the integration process there. Just curious on more color on opportunities you're seeing in nuclear given what seems to be a really favorable backdrop for that business.

Yes, it's early days. Most of our focus has been on functional integration and onboarding efforts, as these involve risk-related areas such as IT, finance, accounting, and compliance. This is where we have concentrated our efforts during the integration process. We have taken the opportunity to gather all managing directors and leaders from the nuclear businesses, including Alpha Safety and the engineering division acquired from Carr's. We've started initial discussions with them regarding potential opportunities, which cover areas like business development, manufacturing, and operating models. We are at the beginning stages, but after our meeting, we came away with a good list of starting points to explore further and have our teams pursue the ones that seem the most promising.

Our next question is from the line of Sheila Kahyaoglu with Jefferies.

Maybe my first question on pricing. It's exceeded expectations over the past few quarters. Can you just level set us on what you're seeing in terms of pricing across the portfolio and how it helps in the second half?

Yes. Thanks, Sheila, for the question. Q2, we did see pricing hitting that target at net 1% net of material inflation. So we're happy to see that. We expect that to continue in the back half. We did have a price increase that went out in early Q2. We expect to see that start to trickle in really in Q3. And in some parts of the business, it will be late Q4. And that's not driven by really customer acceptance or any pushback in the market. That's really just a function of working through backlog and then addition to backlog, you have to work through your quoted orders in the system. So that continues to be an area where the teams execute really well. And it really shows, I think, represents the strength of the products, the brands and the value delivered by them.

And then maybe another one changing topics a little bit more. You called out defense in Europe. And obviously, we've seen this nice tailwind in U.S. defense budgets, too. So how are you thinking about maybe the biggest opportunities and conversion timing there?

Specifically, you're speaking of the EOD business, Sheila?

Yes.

Yes. Well, I mean, from an EOD perspective, with conflicts continuing to be going on, until they wind down, we really don't see that cleanup phase being entered for EOD to begin happening. And keep in mind, the potential customers there, whether it's Ukraine or Israel, we have existing relationships and existing supply in terms of bomb suits. So we'll see as that winds down. But who would ever thought that they've been in the conflict for as many years that they're into it at this point. So we've worked in some areas behind the scenes with some demining products and working on various locations to manufacture those in and some design changes there to try to be ready for anything that comes our way.

Our next question is from the line of Mark Smith with Lake Street.

In the presentation, you guys called out kind of ICE and border patrol. I'm curious if you guys can talk about kind of how much exposure you have there and any potential bumps from that business?

So I would just say, in general, across the board, when you look at some of the folks that are out there from a government agency perspective, as we all see in the news, there's continued focus from a border patrol perspective and also from ICE. So those organizations are looking to continue to expand is what we've seen as we work with those with our existing relationships. And so when you expand, I'll call it, feet on the street or personnel numbers or headcount numbers within agencies like that, no different than state and local agencies, the opportunity is there to outfit with our various products that they need. So we're continuing to stay close to those opportunities that come up, and we'll be ready to expand as they expand as we go forward.

And then shifting over to tariffs. Can you just walk through what is kind of built into the guidance today and maybe the unknowns that are still out there that maybe we get some resolution here in the coming days?

Yes, what's currently factored in are the existing tariffs. The uncertainty mainly lies in their future direction. We have navigated through similar uncertainties in the past few quarters, first with the U.S., Mexico, and Canada at the beginning of the year, and then in Q1 earnings when it came to China. Our strategy has been to incorporate the known factors present today. Moving forward, we have several internal mitigation plans and countermeasures prepared. However, we won't discuss external strategies until they are finalized. The positive aspect is that our supply chains are predominantly regional—European manufacturing sources primarily rely on materials from within Europe, while the U.S. is more focused on North America, where the USMCA provides us with some protection. While we do have some exposure, it's limited, especially compared to more complex global supply chains that involve extensive international movement of goods before reaching the U.S. We are closely monitoring longer-term mitigation strategies, especially if we encounter significant tariff impacts; this may involve relocating production from one country to another. For instance, in our armor business, we operate manufacturing facilities in the U.S., Mexico, Canada, the U.K., and Lithuania, giving us flexibility in production locations. However, such transitions require time and cannot be instantly executed, often due to the need to meet high-quality standards and obtain necessary certifications to achieve operational efficiency.

Last question for me is just looking at new products, kind of any updates on kind of your mix and performance of new products? And are you seeing any change in kind of buying patterns or adoption around new products? And this is across the board through all of your businesses?

Yes. Over the past two years, we're pleased with our new product development process, particularly with our Tow Gate zeros. The estimates we made at the start have proven to be accurate. For example, the HyperX tactical carrier system has performed exceptionally well, and our new ballast duty holster line has also had a strong launch. Even in a challenging market for consumer holsters, as indicated by NICS checks and gun sales, we've seen solid performance thanks to our well-recognized brand and loyal customers. Overall, we're satisfied with the products we've developed and the investment of time, energy, and capital we've made, and we look forward to continuing this success.

Our next question is from the line of Matt Koranda with ROTH Capital.

I guess just 2 from me. Curious to get your thoughts on Carr's integration now that you've had it for about a quarter or so. You mentioned sort of bringing the leadership teams together from nuclear. Any commercial synergies, I guess, that you're uncovering that might help with growth in the aggregate across your nuclear businesses and just thoughts on the timing of those potential opportunities.

Yes. So Matt, I would say it's early at this point for us to call out or pick out specific ones, but the team had a list of 5 overall commercial areas that they wanted to go and take that next step and dig even more into to really determine if we think there's some commercial synergies there across the board. And these things range from everything from single face at trade shows because some of the businesses and some of the brands have stronger relationships in certain regions of the world where others don't. Some have stronger product positions and some don't. Some have relationships with customers where other of the brands just, quite frankly, don't even have a foot in the door. So there's discussions like that, that they've had across the board. But that was step one, get the list together, have each business unit share about each business. That was the other piece. They haven't done that in the past, even the ones under the Carr's side of things, even though they were under the same company. So that gave an opportunity for them to share what the business is, what's the current state, what do they do, what are the products, you name it, and go deeper there. So we're a little ways away from having that list and saying we're going to action it at this point.

Our next question is from the line of Ron Epstein with Bank of America.

This is Jordan on for Ron. On backlog, could you guys give us what the organic backlog growth was in the quarter?

Yes. Organic backlog was flat sequentially. So the majority of that increase was really just in the Zircaloy, Carr's Engineering division.

Okay. And then I guess how much of that is related to contracts that were delayed and are no longer included, or is it simply a matter of flat demand?

So the contracts that Brad's talked about would have not been in backlog. Those were not orders in the system that then got pushed out. These are orders that we would expect to receive in the back half of this year, early 2026, and that's when we would reflect them in backlog.

Ladies and gentlemen, that will conclude our Q&A session here for today. And I would like to hand the call back over to Brad Williams for any closing comments.

Thank you, operator. I'd like to thank everyone again for joining us on today's call and your continued interest in Cadre Holdings. Thank you.

Thank you. And this concludes today's conference call. Have a great day.