Good morning, and welcome to Cadre Holdings Third 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 introductions 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 third quarter results. Before we begin, I'd 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 November 19, 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 third quarter earnings call. I am joined today by our President, Brad Williams, and Chief Financial Officer, Blaine Browers. This continues to be an exciting time for Cadre, marked by outstanding execution, disciplined growth and meaningful progress against our strategic objectives. The Cadre operating model is driving improvement every day, which is clearly reflected in another quarter of strong results. In addition to delivering financial performance above expectations in Q3, which Brad and Blaine will outline, we continue to capitalize on Cadre's robust M&A funnel. With the agreement announced last week to acquire TYR Tactical, a leading manufacturer of mission-critical protective equipment, we again delivered on our commitment to expand our portfolio and enhance Cadre's market leadership across categories. TYR Tactical brings world-class engineering capabilities and global reach, which importantly includes relationships with key military customers in Northern Europe that we believe will help Cadre unlock new growth opportunities in high-value end markets. Under the leadership of Jason and Jane Beck, TYR has seen impressive growth since its founding in 2010 and shares with Cadre a long-standing commitment to innovation, quality and a life-saving mission. We are excited to partner with Jason and Jane and welcome them both as significant shareholders. For Cadre, this agreement marks our sixth and largest acquisition since going public. Along with our recent deals in the nuclear and robotics markets, it underscores our relentless focus on disciplined M&A that strengthens our diversified platform of durable safety businesses. In total, over the past 24 months, we have deployed more than $400 million consistent with this strategy. Looking ahead, we continue to see robust acquisition pipelines in both the public safety and nuclear markets. We will remain patient and disciplined in our approach to identify high-quality, high-margin businesses that align with our operating model and can deliver sustainable growth and strong cash flow generation over time. Before I turn it over to Brad, I want to thank our employees for their hard work and dedication in upholding our mission. Together, we save lives. The results this quarter once again demonstrate the strength of our culture, the resilience of our businesses and our team's ability to deliver consistent execution. We are confident that the foundations we have built will continue to drive long-term value creation for our shareholders. 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 Q3 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 third quarter, we again delivered on our strategic objectives, advancing Cadre's track record of consistent and stable growth despite a dynamic operating environment. We continued to successfully implement our pricing strategy, which reflects both the strength of our brands and the value our customers place on our mission-critical products. Third quarter mix was positive, driven by strong demand for EOD and favorable product mix in our nuclear categories. Importantly, our organic backlog increased by $20 million sequentially, reinforcing our confidence in the outlook for the remainder of the year. Based on our discussion last quarter, you'll recall that we saw a higher mix of large opportunities that have been delayed. This significant backlog growth is a very promising sign reflective of our progress booking some of these previously delayed opportunities. I will speak more about this progress shortly. In terms of capital allocation, Cadre's strong free cash flow generation enables the company to make dividend payments while also supporting core organic growth and M&A objectives. Our November dividend will mark our 16th consecutive since our IPO. As you heard from Warren, we also delivered on our commitment to enhancing Cadre's market leadership through disciplined M&A. Our agreement to acquire TYR Tactical represents a significant step forward in advancing Cadre's strategic focus on mission-critical products with high margins, strong cash flows and compelling growth tailwinds. It further opens the door to international markets and provides access to new customers based on long-standing relationships that drive demand. Blaine will speak more about the deal shortly, specifically about TYR's differentiated customer base and highly unique manufacturing capabilities. Overall, TYR is exactly the kind of high-quality, strategically aligned business we seek to add to our platform, one that enhances our leadership, accelerates growth and delivers long-term value for our shareholders. Turning to Slide 6. I'd like to highlight another major win for the company. In September, Cadre's EOD business, Med-Eng, was awarded the BEMO contract, known as the Blast Exposure Monitoring System by the U.S. Department of Defense. This is a $50 million IDIQ contract signifying a major achievement for our team and a significant milestone in our work with the U.S. military. Those who have followed us since our IPO know this award has been a part of our long-term road map and something that we have been working towards since 2019. While the formal press release has been delayed due to the government shutdown, the award information has been made public through sam.gov and the DoD website. Links are available in the materials we shared yesterday. The BEMO award builds on Med-Eng’s legacy as the global standard in bomb suits with market share of approximately 90%. Its reputation as the most trusted brand in the industry is based on decades of experience evaluating blast effects on personnel and protective equipment. For the last 20 years, the team has been designing, manufacturing, testing and commercializing several generations of wearable blast sensors culminating in this latest technology. We are incredibly proud to win this award, which is a testament to Cadre's long-term commitment to innovation and also positions Med-Eng at the forefront of efforts to better understand and mitigate blast exposure in the field moving forward. Next, on Slide 7, we lay out industry tailwinds supporting Cadre's long-term growth opportunity across both our core LE and nuclear safety sectors. On the law enforcement side, we see rising safety threats globally, coupled with resilient and growing spend on protection equipment. In both the U.S. and in Europe, support for public safety is bipartisan. Turning to nuclear. Long-term demand continues to be driven by policy and commercial tailwinds across our three market segments: environmental management, national security and nuclear energy. Support across these markets continues to build both in the public and private sectors with the government clearing the path and private investment flowing in. Landmark announcements dominate the headlines from federal partnerships to state-level investments, all reinforcing the recognition that nuclear must play a central role in achieving energy security and reliability in the years ahead. Combined with nuclear material waste processing and expanding national defense initiatives, Cadre Nuclear Group is strategically positioned at the forefront of a rapidly evolving industry with large-scale and collective capabilities to support the full nuclear life cycle. On Slide 8, I'll take a moment to zoom in on a couple of market trends and their impacts on our core law enforcement business. Trends in North America law enforcement remain positive, highlighted by significant federal investment in government agencies, including substantial focus on recruitment. Looking at another market trend highlighted on the slide, new products and innovation drive everything we do at Cadre. We continue to hear enthusiastic feedback about new products launched over the past 24 months, including our tactical carrier system, HyperX and the Safariland SX HP package, the thinnest, lightest and most protective hybrid ballistic armor on the market. Before I turn it over to Blaine, I would like to briefly address the macro environment. Last quarter, we spoke about how our full year outlook was slightly affected by our higher mix of large opportunities that have been delayed. There was a level of uncertainty related to timing and whether these opportunities would be booked this year or early next year. We are pleased to report that we have made considerable progress in the third quarter booking some of these reflected in the significant backlog growth that I referred to earlier. One of those opportunities is the blast sensor five-year IDIQ that the U.S. Department of Defense has disclosed on its website as well as sam.gov. We received our first BEMO purchase order for approximately $10 million with shipments being planned throughout 2026. Additionally, we received large duty gear, armor, crowd control and EOD purchase orders in Q3. Our expectation has not changed that other larger opportunities will be booked in the coming quarters as we continue to track well on these opportunities. I'll now turn the call over to our CFO, Blaine Browers, to speak to more about M&A, Cadre's Q3 financial results and 2025 outlook.

Thanks, Brad. I'll kick off my comments with a review of our latest acquisition as well as our M&A strategy more broadly. As Warren and Brad discussed, we've agreed to acquire TYR Tactical, a specialty provider of high-performance advanced tactical gear, including soft armor, hard armor and tactical nylon products to U.S. and allied militaries and law enforcement agencies around the world. It is a business that fits squarely within the strategic criteria that define our disciplined approach to M&A outlined on the right side of the slide. Key attributes include a leading market position, strong brand recognition, differentiated manufacturing technology, as well as exceptional product quality and commitment to innovation. A key point to underscore is that TYR Tactical's customer base has minimal overlap with Cadre's existing Safariland armor business. On Slide 11, we show TYR and Cadre's global armor revenue by customer channel, which illustrates how complementary the two brands will be in the marketplace. TYR serves a worldwide customer base, including top-tier special ops units, government agencies and militaries. You can see that 66% of its revenue is derived from international customers, while U.S. federal and U.S. military totaled 27%, both areas where Safariland does not have a major foothold today. In addition, TYR brings significant hard armor capabilities via their large presses and autoclaves that will be a significant resource addition to the Cadre armor business. We are excited about how the strengths of both companies will complement each other and enable new growth opportunities. In particular, we believe the Cadre operating model will unlock significant value for both brands. Taking a step back in terms of M&A strategy, this latest transaction demonstrates that we are not done building upon our leadership positions in our core law enforcement and military categories despite our long-term vision to launch multiple new verticals. We continue to see attractive opportunities to broaden our product range, enter new markets and increase customer wallet share. Overall, the M&A market remains strong, and we're excited about the prospect of add-on opportunities across both nuclear and core law enforcement targets moving forward. Turning now to a summary of Cadre's financial performance. Slide 13 details our third quarter results. Q3 net sales of $155.9 million increased 42% year-over-year. Of note, third quarter gross margin improved 610 basis points year-over-year and 180 basis points sequentially. Year-over-year, it's driven by favorable pricing, the absence of inventory step-up amortization in the prior year and the cyber incident in 2024. Illustrated on Slide 14 is net sales and adjusted EBITDA growth year-over-year, including our 2025 guidance, which I'll discuss more in a moment. Our full year outlook implies a year-over-year revenue and adjusted EBITDA growth of 10.5% and 8.7%, respectively, at the midpoint. On Slide 15, we present our capital structure as of June 30, 2025, prior to the agreement to acquire TYR Tactical. Our pro forma net leverage will be around 2.7x when the deal closes. We believe Cadre's strong free cash flow generation, coupled with the strength of our balance sheet gives us ample financial flexibility to continue to pursue organic and inorganic opportunities ahead. We are reaffirming our 2025 guidance on Slide 16. Net sales are expected to be between $624 million and $630 million. Our adjusted EBITDA guidance is between $112 million and $116 million, implying adjusted EBITDA margins of 18.2%. I'll now turn it back to Brad for concluding comments.

Thank you, Blaine. We're executing well against our strategic priorities and our strong Q3 results underscore the effectiveness of the Cadre operating model and the dedication of our talented teams around the world. Complementing our core organic growth initiatives, we are particularly happy about the recent progress we have made on our M&A program with the agreement to acquire TYR Tactical. We can't wait to get started and begin the integration process following the expected close in the first half of 2026. Supported by Cadre's entrenched positions and favorable industry trends across our law enforcement, first responder, military and nuclear end markets, we're excited to continue to build our platform and further enhance our market leadership moving forward. With that, operator, please open up the lines for Q&A.

Your first question comes from Larry Solow with CJS Securities.

Congrats on a good quarter. Really nice margin improvement sequentially. I think, I was just looking at because I guess year-over-year is a little tough to look at because of the cybersecurity comp. But any thoughts, any color just on the nice sequential improvement? It looks like gross margin was up almost 20 bps, which dropped to EBITDA. I imagine the operating model can't work that fast. So, I'm just curious, any thoughts on that? And just color on how Cadre is progressing under that operating model, which you obviously only have for a few months, but any thoughts on that would be great.

Yes. I appreciate the question, Larry. And when we look at the margin improvement, I'd say the really positive piece we see is it's pretty broad-based. This isn't margin driven by one particular business. So sequentially, we saw improvement really in all our major categories. And kind of within that, you're going to have some price sequentially. A lot of that's driven by productivity and then some positive mix in the quarter as well. But again, kind of going back, it is very broad-based. This isn't a case where one particular business was driving that improvement. But it's what we really like to see, which is everyone really executing well and seeing those margins drop through.

And then Larry, it's Brad. On the Cadre's side of things, you asked about the operating model and kind of where we're at on it. Really good progress. We've actually had the gentleman that leads our Cadre operating model has been over to Germany and also the U.K. meeting with Bendalls and also Walischmiller businesses, and taking a look at the progress they've made with the initial tools in the operating model. And as of the week before last, the team reported just exceptional progress. So culturally, they're excited about the tools. They're adopting the tools. It takes a while to learn these tools and master them as we go forward, but we're really excited about what's going on and the progress that's happening.

Great. And just switching gears, if I can, just on the Med-Eng, and I know you discussed this a little bit more at your Analyst Day, $50 million IDIQ. I imagine or I suppose this could expand significantly over the longer term. And I think this was an exclusive award for you too. So, any just color on that longer-term opportunity there?

Yes, absolutely. So, if you remember back in IPO days, we had this listed as one of our kind of longer-term opportunities. And like a lot of bigger R&D projects like this with U.S. Department of Defense, things get pushed around and delayed. So that's where we kind of ended up at this point. But the good news is, at this point, it looks like that award, the $50 million IDIQ and then the initial $10 million purchase order, which is great, by the way, for those that know IDIQs, sometimes those initial purchase orders aren't that large. So that just shows you the commitment that's behind the program at this point from the DoD. We're going to take one of these at a time. So, this obviously gives us an upper hand on any competitors out there in the marketplace that have been looking at blast sensors or working on blast sensor technology, because now with this adoption for us, it gives us that opportunity to take this technology to other countries. I won't disclose which countries have already reached out but we've had other countries reach out asking for sensors, having meetings with our technical teams, et cetera. So, we'll see where it goes, but we feel like it's a good future forward with the blast sensor program.

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

Just wanted to touch on or circle back to, I guess, gross margins, SG&A leverage. As we're thinking about Q4, anything in the expected mix of business that's likely to impact gross margin, also realizing it's early and you haven't closed the TYR acquisition yet. But assuming the closure of TYR and then second half contribution from TYR next year, among other business inputs, would you expect gross margin to increase, yes, next year, just thinking about all that together?

Yes, I appreciate the question. For gross margins in Q4, we expect them really to land somewhere between Q2 and Q3 rates, maybe a little bit on the higher end range based on what we've seen in Q3 and the backlog makeup for the rest of the year. And then, I think as you've seen before, if you look back to Q4 last year, the operating leverage can be pretty powerful, with bigger volume quarters, and that's what we kind of look out as the rest of the year. So very positive outlook for the remainder of this year. When we layer in TYR, keep in mind, we'll have inventory step-up amortization as well as some intangibles amortization, which will impact the GAAP gross margin that we'll report. So, there's probably a little bit of pressure there into next year but that's really only at that gross margin line. As we move down to adjusted EBITDA, as we've said, it will be accretive on the bottom line. So we get very excited about that and really bringing those two businesses together as we talked about. We think there's a tremendous value on both sides of the business. I'm looking forward to having the TYR business join the Cadre family and really the opportunity for both sides to learn from each other.

Okay. And I know you touched on this a little bit at the Analyst Day, but maybe you can kind of speak to the manufacturing capabilities of TYR. And on that side of the business, how close will you be to vertical integration and manufacturing once you have TYR in-house?

Yes, great question, Jeff. Let me outline the capabilities of TYR and compare them to our Safariland brand and some other armor brands. First, the most significant aspect is the pressing capability from an equipment perspective. As raw materials from suppliers like Honeywell and DSM evolve in the armor market, they require greater pressing capacity. This is necessary to press the materials, which helps elongate molecules and maintain their strength. For context, Safariland's pressing capacity ranges from 250 tons to around 500 tons. In contrast, TYR has two large presses with a capacity of 7,000 tons each. Currently, for our hard armor business, which includes plates and shields made from newer materials, we have been relying on a few external companies to achieve the necessary pressure levels. We are very excited about the capabilities at the TYR facility in Peoria, and moving forward, this pressing capacity will benefit both companies. Regarding vertical integration, our current level will remain the same, as both TYR and Safariland engage in pressing today. If we were to explore further vertical integration in the supply chain, it would be concerning the raw materials, such as ballistic and nylon materials, which we are not currently involved with.

Okay, excellent. I appreciate that. It seems like overall, it gives you a pretty nice competitive advantage in manufacturing capabilities.

Your next question is from the line of Eegan McDermott with Jefferies.

Organic growth in the quarter looks to have been driven by armor and duty gear. Do you have a sense of how much of that is the step-up in demand for these end markets versus easier cyber comps?

Yes. You were a little tough to hear, but I think you were asking about organic growth for armor and duty gear, and on a year-on-year just because of the tough cyber comp. Is that correct?

That is correct. Sorry, if I'm not coming in clear...

No, that's all right. When we look at this, it's a challenging number to analyze. Let's begin with that, trying to adjust for the cyber impact. When we compare year-on-year or sequentially, we did observe growth in the armor business. Additionally, when we look back at last year's duty gear performance, our run rate has increased. Therefore, we believe we are in a strong position. Based on the bookings and the large orders we have received and our outlook for the year, we are confident we will see organic growth in those areas. So, we are very excited about where they are positioned, and Q3 makes it quite difficult to separate the changes. But I appreciate the question.

Yes. I would just add to that by saying just to underscore, last quarter, we talked about the higher number of large opportunities that we had in our funnel that the teams were working on. And we got asked quite a few questions about our confidence level in those. And I think we've shown that, right, with our increase in our backlog. The backlog increase of $20 million, $10 million of that BEMO and then another $10 million are these larger orders that we’re tracking and doing really well on. So, the team is lining up those orders, knocking them off one by one and grabbing those wins. And as we get into the rest of the year, we've got additional opportunities that fall in that large order bucket that we spoke of last quarter, and we're still in that lead position and really excited about those when they do come through. And some of those are very noteworthy type opportunities that we can't wait to talk about externally if we win those.

That sounds great and that's helpful. If I could maybe ask a follow-up. The offset, I guess, in the quarter was order timing in the nuclear business. And with, I think, $6.5 million taken out of the nuclear backlog last quarter. Would you call out any risk in that end market in terms of demand or funding, whether it be U.S. or international?

No, great question. You're going to be part of the Alpha Safety initiative, particularly regarding the nuclear business which presents large opportunities. As this business focuses on fewer, larger opportunities, we naturally expect to see some timing related to the buildup of backlog and subsequent execution on the projects. However, looking forward, we remain optimistic about the pipeline of opportunities for both the Zircaloy and the businesses formerly associated with Carr’s and Alpha. We are very positive about the outlook for next year and beyond.

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

Maybe just attacking sort of the growth question, because I know the comparison is a little wonky from last year, attacking it from a different angle. What was the nuclear contribution, I guess, to product revenue in the third quarter between Carr's and Alpha?

The Carr's businesses would be kind of like what you'd expect based on what we disclosed for revenue, if you kind of split it out, so that gets some just a little bit under $20 million and Alpha was slightly less in the quarter than you'd expect on a run rate basis.

Okay. That helps. And then maybe just switching gears and thinking about the guidance that's implied for the fourth quarter. Just curious how the government shutdown might impact things if the shutdown drags on deeper into the fourth quarter. Is there any impact that's contemplated in the guidance? Or how should we just be thinking about sort of delivery schedules and the disruption that could happen?

Matt, it's Brad. I appreciate the question. We have considered that in the guidance overall. There's a couple of our business units and a couple of our product lines that we're watching closely that are connected more to government being open and whether that's sign-offs on various shipments that need to go out or just the fact that with the government shutdown, if folks aren't doing training and doing work to then pull through some of the shorter cycle type businesses that we have. So those are contemplated in the Q4 side of things. We're going to keep watching them. We've got our teams. We've got our hit list of which ones those are. The teams go through those on a weekly basis when they go through their daily management sessions daily and weekly, and they're on top of those to continue to push those as we go forward. So, at this point, we're optimistic that we've got it covered in there.

Okay. All right, great. And then maybe just if I could sneak one more in. Great to see the PO on the blast sensor for $10 million. I know we're always asking for more detail here, but any thoughts on sort of the cadence of how that could be delivered? Is it going to be like a lumpier within 1 or 2 quarters next year or should we just be kind of thinking about a ratable delivery on that PO throughout next year?

Matt, we anticipate that it will be somewhat uneven. There are two main factors to consider. Firstly, we have the initial purchase order in the IDIQ, and we aim to deliver those to the end user as quickly as possible, which will likely skew the deliveries towards the first half of the year. However, we still lack clarity on any subsequent orders, and the government shutdown is affecting our visibility on that, so we will have to wait and see.

Your next question is from the line of Jordan Lyonnais with Bank of America.

I just want to ask on your guide, is there any downside risk just on if the government remains shut down through the rest of either the quarter or just late into November? And then two, how are you guys thinking about opportunities for next year with the DHS funding from the reconciliation bill starting to go out for the World Cup?

I'll take the first part of that. So, that's a similar question to what Matt just asked in terms of what's going on from a government shutdown perspective and what's affecting us. So again, we feel like we've got any of those potential slippages covered in the Q4 guidance side of things or the full year guidance side of things. But when you look at some of those opportunities within some of the business units they do exist potential delays, but we feel like we're covered at this point.

And then on the question about the DHS and World Cup. We would likely expect some uptick in spending around security. I think it's difficult for us at this point to really point to particular products, or opportunities just because it hasn't kind of gone through the funnel. But the great news is the teams are out there, staying close to our end users, our customers, our distributors and just making sure we're in a position to fulfill those needs if and when they ask. But at this point, really difficult for us to put an estimate out.

I'd just add to that. When you think about security when it comes to those larger-scale events like that, there's any federal folks involved, state and local, when you go head to toe when you look at those folks, right, with the TYR acquisition, Safariland products, whether it's holsters, body armor, there's helmets involved, shields involved, crowd control products, you name it, that type of stuff. That's why we continue to build out in our public safety side of things. We've been in it for a long time, very comfortable with public safety, who's out there, who's in the market, opportunities to go after. This is squarely within what we do. So, I'm sure when that contends to move forward, as it firms up with the breadth of products we have, we're going to be right in the mix of that.

Your next question is from Mark Smith with Lake Street.

I wanted to ask about input costs and inflation. Is there anything that you see kind of going up significantly? And similar with that, has anything changed in your outlook or ability to take price at and above inflation?

No, thanks. That's a great question. Our input costs have remained consistent with recent trends. There is some uncertainty at the beginning of the year due to tariffs and their potential effects. However, we have not experienced any price increases from our suppliers due to destocking. We're monitoring the situation closely, but nothing has been unexpected so far, and we don't anticipate significant changes for next year, so we feel comfortable about that. There are two aspects we consider to mitigate any potential pressure. First, concerning pricing, nothing has shifted in the dynamics. We will continue to be strategic in our pricing approach to ensure we're receiving appropriate value for our products based on their performance. The second aspect involves how we manage our model effectively, by utilizing tools to combat material or labor inflation, increase throughput, or enhance margins. Overall, we feel positive about the current material inflation situation and believe we have the necessary tools to address it while maintaining our business and margins.

Okay. And then I also want to ask about new product mix, and I know this is tough with nuclear and acquired business and maybe not as much on a year-over-year comp. But just as we think about the legacy business, how have new products mixed here recently versus kind of historical averages? And then I'm curious, similar to that with TYR, if there's a history or legacy of innovation and new product mix that drives that business.

Yes. It's a tough number for us to track, but I can tell you when we look at a couple of the business specifically, compared to what we've historically done with our portfolio significantly refreshed in the last few years, we're seeing gains in those markets with those new products. So that's very exciting for us. And on the TYR, TYR was really built on innovation. And Jason and Jane and the rest of the team have done a fantastic job of innovating both around the tactical carrier, the nylon, as well as the body armor. So, we expect as we bring these two teams together that we'll really get the best of both worlds and continue that innovation journey for both of us. So very excited about the future.

At this time, there are no further questions. I will now hand today's call over to Brad Williams for closing remarks.

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

This concludes the conference call. Thank you, and have a great day.