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
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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:
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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 |
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Item 2.02 Results of Operations and Financial Condition
On May 9, 2023, Cadre Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a presentation regarding the Company’s financial results for the quarter ended March 31, 2023.
The press release and presentation contain the non-GAAP measures earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), adjusted EBITDA and adjusted EBITDA margin. The Company believes that the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. The non-GAAP measures are reconciled to comparable GAAP financial measures within the press release and the presentation. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure
The information set forth under Item 2.02 “Results of Operations and Financial Condition” is incorporated into this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit | Description | |
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99.1 |
| |
99.2 |
| Slide Presentation for Conference Call held on May 9, 2023 (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: May 9, 2023
| CADRE HOLDINGS, INC. | |
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| |
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| |
| By: | /s/ Blaine Browers |
|
| Name:Blaine Brower |
|
| Title:Chief Financial Officer |
Exhibit 99.1
Cadre Holdings Reports First Quarter 2023 Financial Results
Achieved Revenue, Net Income and Adjusted EBITDA Growth; Expanded Gross and Adjusted EBITDA Margins
Reaffirms 2023 Full-Year Guidance
JACKSONVILLE, Fla., May 9, 2023 – Cadre Holdings, Inc. (NYSE: CDRE) ("Cadre" or "the Company"), a global leader in the manufacturing and distribution of safety and survivability equipment for first responders, announced today its consolidated operating results for the three months ended March 31, 2023.
| ● | Net sales of $111.7 million for the first quarter |
| ● | Gross profit margin of 41.7% for the first quarter |
| ● | Net income of $7.0 million, or $0.19 per diluted share, for the first quarter |
| ● | Adjusted EBITDA of $18.6 million for the first quarter |
| ● | Adjusted EBITDA margin of 16.6% for the first quarter |
| ● | Declared quarterly cash dividend of $0.08 per share in April 2023 |
“Following a record year of net sales and adjusted EBITDA, our strong first quarter results reflect continued strategic execution and sustained demand for our mission-critical safety and survivability equipment,” said Warren Kanders, CEO and Chairman. “Driven by our entrenched positions in law enforcement, first responder and military markets, as well as our commitment to innovation, we have exceeded our pricing growth target every quarter since going public. In addition to generating year-over-year adjusted EBITDA growth of 31% in the first quarter, we have maintained a focus on margin expansion, as we further implemented our resilient and proven operating model. Notably, gross profit and adjusted EBITDA margins increased 320 and 300 basis points, respectively.”
Mr. Kanders added, “Supported by macro tailwinds related to increasing public safety budgets and favorable industry dynamics, we have reaffirmed our guidance and believe we are ideally positioned to execute strategic objectives focused on accelerating growth and further enhancing our market leadership over the long-term. While the current M&A environment has not allowed for deal making thus far in 2023, we remain confident that attractive opportunities in line with our key criteria will materialize this year. We have a decades-long track record taking a patient and disciplined approach to M&A and will continue to actively evaluate potential transactions, complementing our core organic growth initiatives.”
First Quarter 2023 Operating Results
For the quarter ended March 31, 2023, Cadre generated net sales of $111.7 million, as compared to $104.4 million for the quarter ended March 31, 2022. The increase was mainly driven by recent acquisitions, armor and duty gear products demand, and agency demand for hard goods through our Distribution segment, partially offset by shipment timing for our EOD products.
For the quarter ended March 31, 2023, Cadre generated gross profit of $46.6 million, as compared to $40.2 million for the quarter ended March 31, 2022.
Gross profit margin was 41.7% for the quarter ended March 31, 2023, as compared to 38.5% for the quarter ended March 31, 2022, mainly driven by favorable pricing above material inflation, productivity and product mix.
Net income was $7.0 million for the quarter ended March 31, 2023, as compared to a net loss of $10.2 million for the quarter ended March 31, 2022. The increase resulted primarily from the change in year over year revenue and a decrease in stock-based compensation expense.
Cadre generated $18.6 million of Adjusted EBITDA for the quarter ended March 31, 2023, as compared to $14.2 million for the quarter ended March 31, 2022. Adjusted EBITDA margin was 16.6% for the quarter ended March 31, 2023, as compared to 13.6% for the prior year period.
Product segment gross profit margin was 43.6% for the first quarter compared to 40.1% for the prior year period.
Distribution segment gross profit margin was 24.2% for the first quarter compared to 24.6% for the prior year period.
Liquidity, Cash Flows and Capital Allocation
| ● | Cash and cash equivalents increased by $3.0 million from $45.3 million as of December 31, 2022 to $48.3 million as of March 31, 2023. |
| ● | Total debt decreased by $3.5 million from $149.7 million as of December 31, 2022, to $146.2 million as of March 31, 2023. |
| ● | Net debt (total debt net of cash and cash equivalents) decreased by $6.5 million from $104.4 million as of December 31, 2022 to $97.9 million as of March 31, 2023. |
| ● | Capital expenditures totaled $1.0 million for the three months ended March 31, 2023 compared with $1.1 million for the three months ended March 31, 2022. |
Dividend
On April 25, 2023, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.08 per share, or $0.32 per share on an annualized basis. Cadre's dividend payment will be made on May 19, 2023, to shareholders of record as of the close of business on the record date of May 5, 2023. The declaration of any future dividend is subject to the discretion of the Company's Board of Directors.
2023 Outlook
For the full year 2023, Cadre expects to generate net sales in the range of $463 million to $493 million and Adjusted EBITDA in the range of $76 million to $82 million. We expect capital expenditures to be in the range of $8.5 million to $9.5 million.
Conference Call
Cadre management will host a conference call on Tuesday, May 9, 2023, at 5:00 PM EST to discuss the latest corporate developments and financial results. The dial-in number for callers in the US is (888)-510-2553 and the dial-in number for international callers is (646)-960-0473. The access code for all callers is 1410384. 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 May 23, 2023. To access the replay, please dial (800)-770-2030 in the U.S. or +1-647-362-9199 if outside the U.S., and then enter the access code 1410384.
About Cadre
Headquartered in Jacksonville, Florida, Cadre is a global leader in the manufacturing and distribution of safety and survivability products for first responders. Cadre's equipment provides critical protection to allow users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. The Company's core products include body armor, explosive ordnance disposal equipment, and duty gear. Our highly engineered products are utilized in over 100 countries by federal, state and local law enforcement, fire and rescue professionals, explosive ordnance disposal teams, and emergency medical technicians. Our key brands include Safariland® and Med-Eng®, amongst others.
Use of Non-GAAP Measures
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The press release contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), (ii) adjusted EBITDA and (iii) adjusted EBITDA margin. The Company believes the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are
reconciled to comparable GAAP financial measures within this press release. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.
Forward-Looking Statements
Except for historical information, certain matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to all projections and anticipated levels of future performance. Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. Any number of factors could cause actual results to differ materially from projections or forward-looking statements in this press release, including, but 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
Investor Relations:
The IGB Group
Leon Berman / Matt Berkowitz
212-477-8438 / 212-227-7098
[email protected] / [email protected]
Media Contact:
Jonathan Keehner / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
CADRE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share amounts)
| | March 31, 2023 |
| December 31, 2022 | ||
Assets |
| |
|
| |
|
Current assets |
| |
|
| |
|
Cash and cash equivalents | | $ | 48,294 | | $ | 45,286 |
Accounts receivable, net of allowance for doubtful accounts of $930 and $924, respectively | | | 55,704 | | | 64,557 |
Inventories | |
| 76,343 | |
| 70,273 |
Prepaid expenses | |
| 11,782 | |
| 10,091 |
Other current assets | |
| 6,376 | |
| 6,811 |
Total current assets | |
| 198,499 | |
| 197,018 |
Property and equipment, net of accumulated depreciation and amortization of $44,840 and $42,694, respectively | |
| 45,095 | |
| 45,285 |
Operating lease assets | | | 7,691 | | | 8,489 |
Deferred tax assets, net | |
| 2,289 | |
| 2,255 |
Intangible assets, net | |
| 48,761 | |
| 50,695 |
Goodwill | |
| 81,292 | |
| 81,576 |
Other assets | |
| 5,348 | |
| 6,634 |
Total assets | | $ | 388,975 | | $ | 391,952 |
| | | | | | |
Liabilities, Mezzanine Equity and Shareholders' Equity | |
|
| |
|
|
Current liabilities | |
|
| |
|
|
Accounts payable | | $ | 27,313 | | $ | 23,406 |
Accrued liabilities | |
| 32,899 | |
| 38,720 |
Income tax payable | |
| 4,086 | |
| 4,584 |
Liabilities held for sale | | | — | | | — |
Current portion of long-term debt | |
| 11,119 | |
| 12,211 |
Total current liabilities | |
| 75,417 | |
| 78,921 |
Long-term debt | |
| 135,098 | |
| 137,476 |
Long-term operating lease liabilities | | | 4,204 | | | 4,965 |
Deferred tax liabilities | |
| 3,606 | |
| 3,508 |
Other liabilities | |
| 1,200 | |
| 1,192 |
Total liabilities | |
| 219,525 | |
| 226,062 |
| | | | | | |
Mezzanine equity | |
| | |
|
|
Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2023 and December 31, 2022) | |
| — | |
| — |
| | | | | | |
Shareholders' equity | |
| | |
|
|
Common stock ($0.0001 par value, 190,000,000 shares authorized, 37,586,031 and 37,332,271 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively) | |
| 4 | |
| 4 |
Additional paid-in capital | |
| 206,451 | |
| 206,540 |
Accumulated other comprehensive income | |
| 1,720 | |
| 2,087 |
Accumulated deficit | |
| (38,725) | |
| (42,741) |
Total shareholders’ equity | |
| 169,450 | |
| 165,890 |
Total liabilities, mezzanine equity and shareholders' equity | | $ | 388,975 | | $ | 391,952 |
CADRE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share amounts)
| | Three Months Ended March 31, | ||||
|
| 2023 |
| 2022 | ||
Net sales | | $ | 111,748 | | $ | 104,406 |
Cost of goods sold | |
| 65,130 | |
| 64,217 |
Gross profit | |
| 46,618 | |
| 40,189 |
Operating expenses | |
|
| |
|
|
Selling, general and administrative | |
| 35,250 | |
| 53,950 |
Restructuring and transaction costs | |
| — | |
| 599 |
Related party expense | |
| 148 | |
| 122 |
Total operating expenses | |
| 35,398 | |
| 54,671 |
Operating income (loss) | |
| 11,220 | |
| (14,482) |
Other expense | |
|
| |
|
|
Interest expense | |
| (1,641) | |
| (1,490) |
Other expense, net | |
| 364 | |
| (205) |
Total other expense, net | |
| (1,277) | |
| (1,695) |
Income (loss) before provision for income taxes | |
| 9,943 | |
| (16,177) |
(Provision) benefit for income taxes | |
| (2,941) | |
| 6,012 |
Net income (loss) | | $ | 7,002 | | $ | (10,165) |
| | | | | | |
Net income (loss) per share: | |
|
| |
|
|
Basic | | $ | 0.19 | | $ | (0.30) |
Diluted | | $ | 0.19 | | $ | (0.30) |
Weighted average shares outstanding: | |
|
| |
|
|
Basic | |
| 37,373,529 | |
| 34,446,318 |
Diluted | |
| 37,629,498 | |
| 34,446,318 |
CADRE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| | Three Months Ended March 31, | ||||
|
| 2023 |
| 2022 | ||
Cash Flows From Operating Activities: |
| |
|
| |
|
Net income (loss) | | $ | 7,002 | | $ | (10,165) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |
|
| |
|
|
Depreciation and amortization | |
| 4,261 | |
| 3,544 |
Amortization of original issue discount and debt issue costs | |
| 64 | |
| 111 |
Deferred income taxes | |
| 183 | |
| (6,951) |
Stock-based compensation | | | 2,747 | | | 23,588 |
Gain on sale of fixed assets | | | (103) | | | — |
Provision for losses on accounts receivable | |
| 40 | |
| 45 |
Foreign exchange (gain) loss | |
| (213) | |
| 253 |
Changes in operating assets and liabilities, net of impact of acquisitions: | |
| | |
| |
Accounts receivable | |
| 9,075 | |
| (1,693) |
Inventories | |
| (5,830) | |
| (2,956) |
Prepaid expenses and other assets | |
| (556) | |
| 3,158 |
Accounts payable and other liabilities | |
| (3,948) | |
| (18) |
Net cash provided by operating activities | |
| 12,722 | |
| 8,916 |
Cash Flows From Investing Activities: | |
|
| |
|
|
Purchase of property and equipment | |
| (781) | |
| (950) |
Proceeds from disposition of property and equipment | | | 201 | | | — |
Business acquisitions, net of cash acquired | |
| — | |
| (19,787) |
Net cash used in investing activities | |
| (580) | |
| (20,737) |
Cash Flows From Financing Activities: | |
|
| |
|
|
Principal payments on term loans | |
| (2,500) | |
| (2,506) |
Principal payments on insurance premium financing | |
| (1,092) | |
| (1,474) |
Payment of capital leases | |
| — | |
| (11) |
Taxes paid in connection with employee stock transactions | | | (2,725) | | | (6,216) |
Dividends distributed | |
| (2,986) | |
| (2,750) |
Net cash used in financing activities | |
| (9,303) | |
| (12,957) |
Effect of foreign exchange rates on cash and cash equivalents | |
| 169 | |
| 798 |
Change in cash and cash equivalents | |
| 3,008 | |
| (23,980) |
Cash and cash equivalents, beginning of period | |
| 45,286 | |
| 33,857 |
Cash and cash equivalents, end of period | | $ | 48,294 | | $ | 9,877 |
Supplemental Disclosure of Cash Flows Information: | | | | | | |
Cash paid (received) for income taxes, net | | $ | 3,141 | | $ | (100) |
Cash paid for interest | | $ | 2,359 | | $ | 1,282 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | | | | | | |
Accruals and accounts payable for capital expenditures | | $ | 238 | | $ | 119 |
CADRE HOLDINGS, INC.
SEGMENT INFORMATION
(Unaudited)
(In thousands)
|
| Three months ended March 31, 2023 | ||||||||||
| | | | | | | | Reconciling | | | | |
|
| Product |
| Distribution |
| Items(1) |
| Total | ||||
Net sales |
| $ | 93,194 |
| $ | 24,660 | | $ | (6,106) |
| $ | 111,748 |
Cost of goods sold | | | 52,608 | | $ | 18,697 | | $ | (6,175) | | | 65,130 |
Gross profit | | $ | 40,586 | | $ | 5,963 | | $ | 69 | | $ | 46,618 |
|
| Three months ended March 31, 2022 | ||||||||||
| | | | | | | | Reconciling | | | | |
|
| Product |
| Distribution |
| Items(1) |
| Total | ||||
Net sales |
| $ | 85,386 |
| $ | 24,096 |
| $ | (5,076) |
| $ | 104,406 |
Cost of goods sold | | | 51,120 | | | 18,172 | | | (5,075) | | | 64,217 |
Gross profit | | $ | 34,266 | | $ | 5,924 | | $ | (1) | | $ | 40,189 |
| (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 | | Last Twelve | ||||||
| | December 31, | | March 31, | | Months | ||||||
| | 2022 | | 2023 | | 2022 | | March 31, 2023 | ||||
Net income (loss) | | $ | 5,820 | | $ | 7,002 | | $ | (10,165) | | $ | 22,987 |
Add back: | |
|
| |
|
| |
|
| |
|
|
Depreciation and amortization | |
| 15,651 | |
| 4,261 | |
| 3,544 | |
| 16,368 |
Interest expense | |
| 6,206 | |
| 1,641 | |
| 1,490 | |
| 6,357 |
Provision (benefit) for income taxes | |
| 3,553 | |
| 2,941 | |
| (6,012) | |
| 12,506 |
EBITDA | | $ | 31,230 | | $ | 15,845 | | $ | (11,143) | | $ | 58,218 |
Add back: | |
|
| |
|
| |
|
| |
|
|
Restructuring and transaction costs(1) | |
| 5,355 | |
| — | |
| 599 | |
| 4,756 |
Other general income(2) | | | (159) | | | — | | | — | | | (159) |
Other expense, net(3) | |
| 1,137 | |
| (364) | |
| 205 | |
| 568 |
Stock-based compensation expense(4) | | | 32,239 | | | 2,747 | | | 23,723 | | | 11,263 |
Stock-based compensation payroll tax expense(5) | | | 305 | | | 220 | | | 298 | | | 227 |
LTIP bonus(6) | |
| 1,369 | |
| 144 | |
| 384 | |
| 1,129 |
Amortization of inventory step-up(7) | | | 4,255 | | | — | | | 153 | | | 4,102 |
Adjusted EBITDA | | $ | 75,731 | | $ | 18,592 | | $ | 14,219 | | $ | 80,104 |
Adjusted EBITDA margin(8) | |
| 16.5 | % |
| 16.6 | % |
| 13.6 | % |
| |
| (1) | Reflects the “Restructuring and transaction costs” line item on our consolidated statement of operations, which primarily includes transaction costs composed of legal and consulting fees, and $1.0 million paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, for services related to the acquisition of Cyalume, which is included in related party expense in the Company’s consolidated statements of operations for the year ended December 31, 2022. |
| (2) | Reflects the “Other general income” line item on our consolidated statement of operations and includes a gain from a long-lived asset sale. |
| (3) | Reflects the “Other expense, net” line item on our consolidated statement of operations and primarily includes gains and losses on foreign currency transactions. |
| (4) | Reflects compensation expense related to equity and liability classified stock-based compensation plans. |
| (5) | Reflects payroll taxes associated with vested stock-based compensation awards. |
| (6) | Reflects the cost of a cash-based long-term incentive plan awarded to employees that vests over three years. |
| (7) | Reflects amortization expense related to the step-up inventory adjustment recorded as a result of our recent acquisitions. |
| (8) | Reflects Adjusted EBITDA / Net Sales for the relevant periods. |
FIRST QUARTER 2023 |
2 FORWARD-LOOKING STATEMENTS Except for historical information, certain matters discussed in this presentation may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to all projections and anticipated levels of future performance. Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. Any number of factors could cause actual results to differ materially from projections or forward-looking statements, including without limitation, changes to global economic, social and political conditions, spending patterns of government agencies, competitive pressures, the impact of acquisitions and related integration activities, logistical challenges related to disruptions and delays, product liability claims, the success of new product introductions, currency exchange rate fluctuations and the risks of doing business in the markets in which we operate, including foreign countries. More information on potential factors that could affect the Company’s financial results are more fully described from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this presentation are based upon information available to the Company as of the date of this presentation, and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this presentation. 2 |
TODAY’S PRESENTERS 3 BRAD WILLIAMS President BLAINE BROWERS Chief Financial Officer WARREN KANDERS Chief Executive Officer and Chairman of the Board |
4 AGENDA • Q1 Highlights • Business Overview • Financial Summary • Full Year Outlook • Conclusion and Q&A |
5 CONTINUED EXECUTION IN Q1 Cadre continues to deliver on strategic objectives in a challenging supply chain and inflationary environment Pricing Growth: ✓ Exceeded target Q1 Mix: ✓ Higher duty gear and favorable hard armor demand resulted in continued solid product mix Orders Backlog: ✓ Increased by $11.4 million in Q1; driven by acquisitions, higher demand for EOD, armor, and crowd control products Healthy M&A Funnel: ✓ Continue to actively evaluate pipeline of opportunities Returned Capital to Shareholders: ✓ Declared seventh consecutive quarterly dividend of $0.08 Commentary: |
6 MACRO TAILWINDS SUPPORT LONG TERM SUSTAINABLE GROWTH OPPORTUNITY Two-thirds of all NATO countries spend less than 2% of GDP targets on defense and security Amidst current geopolitical turmoil, European leaders have advocated for significant increases in defense budgets Police protection expenditures have continued to trend upward even during previous financial and industrial recessions Major US cities continue to increase police budgets The American Rescue Plan provides $350 billion to hire more police |
7 • Spend per officer increasing but police departments still struggling to fill open positions • Anticipate larger opportunities to provide safety and survivability equipment as conflict de-escalates • Continuing to experience pockets of extended lead times in supply chain • Managing labor force for long-term • Demand remains stable but monitoring macro consumer demand weakness/uncertainty North American Law Enforcement Geopolitical Landscape Supply Chain/ Labor Consumer LATEST MARKET TRENDS |
81320 CADRE'S KEY M&ACRITERIA Niche market No large-cap competition Leading market position Cost structurewherematerial> labor Leading and defensible technology High cost of substitution Mission-critical tocustomer Recurring revenueprofile Asset-light Business Financial Market Strong brandrecognition Attractive ROIC Resiliency through market cycles CADRE'S KEY M&A CRITERIA 8 |
9 FIRST QUARTER 2023 FINANCIAL PERFORMANCE 1. Non-GAAP financial measures. See slide 19 for definitions and reconciliations to the nearest GAAP measures 2. Q1 2022 net loss reflected $23.6 million stock-based compensation expense • Achieved pricing growth that exceeded target and significantly grew orders backlog • Increased net sales, adjusted EBITDA, gross profit and adjusted EBITDA margin, and net income year-over-year Q1 2023 Q1 2022 NET SALES $111.7M $104.4M GROSS MARGIN 41.7% 38.5% NET (LOSS) INCOME $7.0M / $0.19 per share ($10.2M) / ($0.30) 2 per share ADJUSTED EBITDA 1 $18.6M $14.2M ADJUSTED EBITDA MARGIN 1 16.6% 13.6% |
10 Current Period Net Sales and Adj. EBITDA Full Year Guidance for Net Sales and Adj. EBITDA NET SALES AND ADJUSTED EBITDA NET SALES ($MM) $104.4M 1Q22 $111.7M 1Q23 FY 2022 $457.8M FY 2023 Guidance Range $463M to $493M 2022 2023 YTD % Y/Y GROWTH 7.0% % Y/Y GROWTH 4.4% at Guidance Midpoint ADJ. EBITDA1 ($MM) FY 2022 $75.7m $18.6M 1Q23 FY 2023 Guidance Range $76M to $82M 2022 2023 YTD % Y/Y GROWTH 30.8% 1. A non-GAAP financial measure. See slide 19 for definitions and reconciliations to the nearest GAAP measures $14.2M 1Q22 % Y/Y GROWTH 4.3% at Guidance Midpoint |
11 Q1 2023 CAPITAL STRUCTURE 1. Non-GAAP financial measures. See slide 19 for definitions and reconciliations to the nearest GAAPmeasures March 31, 2023 (in thousands) Cash and cash equivalents $ 48,294 Debt: Revolver $ — Current portion of long-term debt 11,119 Long-term debt 136,587 Capitalized discount/issuance costs (1,489) Total debt, net $ 146,217 Net debt (Total debt net of cash) $ 97,923 Total debt / Adj. EBITDA(1) 1.8 Net debt / Adj. EBITDA(1) 1.2 Adj. EBITDA(1) $ 80,104 |
12 2023 MANAGEMENT OUTLOOK 2023 GUIDANCE NET SALES $463M to $493M ADJ. EBITDA $76M to $82M CAPITAL EXPENDITURES $8.5M to $9.5M 1. A non-GAAP financial measure. See slide 19 for definitions and reconciliations to the nearest GAAP measures |
CONCLUSION 13 Strong execution in Q1 Revenue, Net Income and Adjusted EBITDA Growth Y/Y Exceeded pricing growth target Committed to improving gross and Adj. EBITDA margins Capitalizing on strong macro tailwinds driving demand and visibility for Cadre's mission-critical products Continuously focused on M&A opportunities |
14 APPENDIX |
15 BALANCE SHEET UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) March 31, 2023 December 31, 2022 Assets Current assets Cash and cash equivalents $ 48,294 $ 45,286 Accounts receivable, net of allowance for doubtful accounts of $930 and $924, respectively 55,704 64,557 Inventories 76,343 70,273 Prepaid expenses 11,782 10,091 Other current assets 6,376 6,811 Total current assets 198,499 197,018 Property and equipment, net of accumulated depreciation and amortization of $44,840 and $42,694, respectively 45,095 45,285 Operating lease assets 7,691 8,489 Deferred tax assets, net 2,289 2,255 Intangible assets, net 48,761 50,695 Goodwill 81,292 81,576 Other assets 5,348 6,634 Total assets $ 388,975 391,952 Liabilities, Mezzanine Equity and Shareholders' Equity Current liabilities Accounts payable $ 27,313 $ 23,406 Accrued liabilities 32,899 38,720 Income tax payable 4,086 4,584 Current portion of long-term debt 11,119 12,211 Total current liabilities 75,417 78,921 Long-term debt 135,098 137,476 Long-term operating lease liabilities 4,204 4,965 Deferred tax liabilities 3,606 3,508 Other liabilities 1,200 1,192 Total liabilities 219,525 226,062 Mezzanine equity Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2023 and December 31, 2022) — — Shareholders' equity Common stock ($0.0001 par value, 190,000,000 shares authorized, 37,586,031 and 37,332,271 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively) 4 4 Additional paid-in capital 206,451 206,540 Accumulated other comprehensive income 1,720 2,087 Accumulated deficit (38,725) $ (42,741) Total shareholders’ equity 169,450 165,890 Total liabilities, mezzanine equity and shareholders' equity $ 388,975 $ 391,952 |
16 STATEMENT OF OPERATIONS UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Three Months Ended December 31, 2023 2022 Net sales $ 111,748 $ 104,406 Cost of goods sold 65,130 64,217 Gross profit 46,618 40,189 Operating expenses Selling, general and administrative 35,250 53,950 Restructuring and transaction costs — 599 Related party expense 148 122 Total operating expenses 35,398 54,671 Operating income (loss) 11,220 (14,482) Other expense Interest expense (1,641) (1,490) Other expense, net 364 (205) Total other expense, net (1,277) (1,695) Income (loss) before provision for income taxes 9,943 (16,177) (Provision) benefit for income taxes (2,941) 6,012 Net income (loss) $ 7,002 $ (10,165) Net income (loss) per share: Basic $ 0.19 $ (0.30) Diluted $ 0.19 $ (0.30) Weighted average shares outstanding: Basic 37,373,529 34,446,318 Diluted 37,629,498 34,446,318 |
17 STATEMENT OF CASH FLOWS UNAUDITED (IN THOUSANDS) Three Months Ended March 31, 2023 2022 Cash Flows From Operating Activities: Net income (loss) $ 7,002 $ (10,165) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 4,261 3,544 Amortization of original issue discount and debt issue costs 64 111 Deferred income taxes 183 (6,951) Stock-based compensation 2,747 23,588 Gain on sale of fixed assets (103) — Provision for losses on accounts receivable 40 45 Foreign exchange (gain) loss (213) 253 Changes in operating assets and liabilities, net of impact of acquisitions: Accounts receivable 9,075 (1,693) Inventories (5,830) (2,956) Prepaid expenses and other assets (556) 3,158 Accounts payable and other liabilities (3,948) (18) Net cash provided by operating activities 12,722 8,916 Cash Flows From Investing Activities: Purchase of property and equipment (781) (950) Proceeds from disposition of property and equipment 201 — Business acquisitions, net of cash acquired — (19,787) Net cash used in investing activities (580) (20,737) Continued on next slide |
18 STATEMENT OF CASH FLOWS - CONTINUED UNAUDITED (IN THOUSANDS) Year Ended March 31, 2023 2022 Cash Flows From Financing Activities: Principal payments on term loans (2,500) (2,506) Principal payments on insurance premium financing (1,092) (1,474) Payment of capital leases — (11) Taxes paid in connection with employee stock transactions (2,725) (6,216) Dividends distributed (2,986) (2,750) Net cash used in financing activities (9,303) (12,957) Effect of foreign exchange rates on cash and cash equivalents 169 798 Change in cash and cash equivalents 3,008 (23,980) Cash and cash equivalents, beginning of period 45,286 33,857 Cash and cash equivalents, end of period $ 48,294 $ 9,877 Supplemental Disclosure of Cash Flows Information: Cash paid (received) for income taxes, net $ 3,141 $ (100) Cash paid for interest $ 2,359 $ 1,282 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Accruals and accounts payable for capital expenditures $ 238 $ 119 |
19 1. Reflects the “Restructuring and transaction costs” line item on our consolidated statement of operations, which primarily includes transaction costs composed of legal and consulting fees, and $1.0 million paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, for services related to the acquisition of Cyalume, which is included in related party expense in the Company’s consolidated statements of operations for the year ended December 31, 2022. 2. Reflects the “Other general income” line item on our consolidated statement of operations and includes a gain from a long-lived asset sale. 3. Reflects the “Other expense, net” line item on our consolidated statement of operations and primarily includes gains and losses on foreign currency transactions. 4. Reflects compensation expense related to equity and liability classified stock-based compensation plans. 5. Reflects payroll taxes associated with vested stock-based compensation awards. 6. Reflects the cost of a cash-based long-term incentive plan awarded to employees that vests over three years. 7. Reflects amortization expense related to the step-up inventory adjustment recorded as a result of our recent acquisitions. 8. Reflects Adjusted EBITDA / Net Sales for the relevant periods. 19 (IN THOUSANDS) NON-GAAP RECONCILIATION Year ended Three Months Ended March 31, LTM December 31, 2022 2023 2022 March 31, 2023 Net income (loss) $ 5,820 $ 7,002 $ (10,165) $ 22,987 Add back: Depreciation and amortization 15,651 4,261 3,544 16,368 Interest expense 6,206 1,641 1,490 6,357 Provision (benefit) for income taxes 3,553 2,941 (6,012) 12,506 EBITDA $ 31,230 $ 15,845 $ (11,143) $ 58,218 Add back: Restructuring and transaction costs(1) 5,355 — 599 4,756 Other general income(2) (159) — — (159) Other expense, net(3) 1,137 (364) 205 670 Stock-based compensation expense(4) 32,239 2,747 23,723 11,263 Stock-based compensation payroll tax expense(5) 305 220 298 227 LTIP bonus(6) 1,369 144 384 1,129 Amortization of inventory step-up(7) 4,255 — 153 4,102 Adjusted EBITDA $ 75,731 $ 18,592 $ 14,219 $ 80,206 Adjusted EBITDA margin(8) 16.5 % 16.6 % 13.6 % |