Form 8-K/A
8-K/A — Cadre Holdings, Inc.
Accession: 0001104659-26-092721
Filed: 2026-08-07
Period: 2026-08-05
CIK: 0001860543
SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K/A — cdre-20260805x8ka.htm (Primary)
EX-99.1 (cdre-20260805xex99d1.htm)
EX-99.2 (cdre-20260805xex99d2.htm)
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8-K/A
8-K/A (Primary)
Filename: cdre-20260805x8ka.htm · Sequence: 1
CADRE HOLDINGS, INC._August 5, 2026
0001860543false00018605432026-08-052026-08-05
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2026
CADRE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-40698
38-3873146
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification Number)
13386 International Pkwy
32218
Jacksonville, Florida
(Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code: (904) 741-5400
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.0001
CDRE
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☒
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Cadre Holdings, Inc. (the “Company”) originally furnished with the Securities and Exchange Commission on August 5, 2026 (the “Original Form 8-K”), which reported the Company’s financial results for the quarter ended June 30, 2026.
The Company is furnishing this Amendment solely to refurnish a corrected press release and a corrected slide presentation as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, in each case to correct an error in the calculation of last twelve months adjusted EBITDA. The corrected Exhibit 99.1 and Exhibit 99.2 amend and supersede in their entirety the press release and presentation furnished with the Original Form 8-K. No other changes have been made to the press release or the slide presentation.
Except as described above, this Amendment does not modify, amend or update any other information set forth in the Original Form 8-K, and the Company has not otherwise updated the disclosures contained therein to reflect any events that have occurred after the date of the Original Form 8-K.
Item 2.02 Results of Operations and Financial Condition
On August 5, 2026, Cadre Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a presentation regarding the Company’s financial results for the quarter ended June 30, 2026.
The press release and presentation contain the non-GAAP measures earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA margin, and last twelve months adjusted EBITDA. The Company believes that the presentation of these non-GAAP measures provides useful information to understand its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the investor’s overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. The non-GAAP measures are reconciled to comparable GAAP financial measures within the press release and the presentation. The Company does not provide a reconciliation of the non-GAAP guidance measure adjusted EBITDA for the fiscal year 2026 to net income for the fiscal year 2026, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.
The information in Item 2.02 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Description
99.1
Press Release, dated August 5, 2026 (furnished only).
99.2
Slide Presentation for Conference Call held on August 6, 2026 (furnished only).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 7, 2026
CADRE HOLDINGS, INC.
By:
/s/ Blaine Browers
Name:Blaine Browers
Title:Chief Financial Officer
EX-99.1
EX-99.1
Filename: cdre-20260805xex99d1.htm · Sequence: 2
Exhibit 99.1
Cadre Holdings Reports Second Quarter 2026 Financial Results
Grew Quarterly Net Sales 32% and Gross Profit 36% Year-Over-Year
Increased Quarterly Adjusted EBITDA and Expanded Adjusted EBITDA Margin Both Sequentially and Year-Over-Year
Orders Backlog Increases to Record $368 Million, Marking Second Consecutive Quarterly Record
Raises Guidance to Full Year 2026 Net Sales of $749 to $769 Million and Adjusted EBITDA of $139 to $144 Million
JACKSONVILLE, Fla., August 5, 2026 – Cadre Holdings, Inc. (NYSE: CDRE) (“Cadre” or “Company”), a global leader in the manufacturing and distribution of safety equipment and other related products for the law enforcement, first responder, military and nuclear markets, announced today its consolidated operating results for the three and six months ended June 30, 2026.
·
Net sales of $207.1 million for the second quarter; net sales of $362.6 million for the six months ended June 30, 2026.
·
Gross profit margin of 42.1% for the second quarter; gross profit margin of 40.6% for the six months ended June 30, 2026.
·
Net income of $11.4 million, or $0.26 per diluted share, for the second quarter; net income of $13.4 million, or $0.31 per diluted share, for the six months ended June 30, 2026.
·
Adjusted EBITDA of $42.0 million for the second quarter; Adjusted EBITDA of $63.1 million for the six months ended June 30, 2026.
·
Adjusted EBITDA margin of 20.3% for the second quarter; Adjusted EBITDA margin of 17.4% for the six months ended June 30, 2026.
·
Declared quarterly cash dividend of $0.10 per share in July 2026.
“We delivered outstanding Q2 results that exceeded our expectations, reflecting continued strong demand trends for our mission critical safety equipment, together with consistent execution and the benefits of the Cadre operating model,” said Warren Kanders, CEO and Chairman. “Net sales, gross profit, and Adjusted EBITDA increased significantly this quarter, with an Adjusted EBITDA margin that improved 310 basis points year-over-year. Our strong year-to-date financial and operational performance, combined with our record orders backlog and continued momentum entering the second half of the year, gives us increased confidence in our outlook. As a result, we are raising our full-year guidance and remain well positioned to deliver meaningful growth and profitability in 2026 and beyond.”
Mr. Kanders added, “We are firmly focused on strengthening our industry-leading safety platform and delivering differentiated capabilities to a growing global customer base. Building on our recent bolt-on acquisition of a recognized holster brand, disciplined M&A remains a core component of our growth strategy. We are actively evaluating a robust pipeline of complementary, mission-critical businesses with leading market positions, strong financial profiles, durable demand characteristics and significant potential for value creation through operational improvement and effective integration.”
Second Quarter and Six-Month 2026 Operating Results
For the quarter ended June 30, 2026, Cadre generated net sales of $207.1 million, as compared to $157.1 million for the quarter ended June 30, 2025. This increase was primarily a result of current year acquisitions and increased demand for nuclear safety, armor, and duty gear products.
For the six months ended June 30, 2026, Cadre generated net sales of $362.6 million, as compared to $287.2 million for the six months ended June 30, 2025, also mainly driven by current and prior year acquisitions, partially offset by lower agency demand for hard goods in the Distribution segment.
For the quarter ended June 30, 2026, Cadre generated gross profit of $87.1 million, as compared to $64.2 million for the quarter ended June 30, 2025. For the six months ended June 30, 2026, Cadre generated gross profit of $147.3 million, as compared to $120.4 million for the prior year period.
Gross profit margin was 42.1% for the quarter ended June 30, 2026, as compared to 40.9% for the quarter ended June 30, 2025, mainly driven by favorable pricing, partially offset by an increase in inventory step-up amortization. Gross profit margin was 40.6% for the six months ended June 30, 2026, as compared to 41.9% for the prior year period.
Net income was $11.4 million for the quarter ended June 30, 2026, as compared to net income of $12.2 million for the quarter ended June 30, 2025. The decrease was primarily a result of increased contingent consideration expense, compensation expense and adverse foreign currency fluctuations, partially offset by increased gross profit.
Net income was $13.4 million for the six months ended June 30, 2026, as compared to net income of $21.5 million for the prior year period, also primarily as a result of increased contingent consideration expense, compensation expense and adverse foreign currency fluctuations, partially offset by increased gross profit.
Cadre generated $42.0 million of Adjusted EBITDA for the quarter ended June 30, 2026, as compared to $27.0 million for the quarter ended June 30, 2025. Adjusted EBITDA margin was 20.3% for the quarter ended June 30, 2026, as compared to 17.2% for the prior year period.
Cadre generated $63.1 million of Adjusted EBITDA for the six months ended June 30, 2026, as compared to $47.5 million for the prior period. Adjusted EBITDA margin was 17.4% for the six months ended June 30, 2026, as compared to 16.5% for the prior year period.
Product segment gross margin was 42.6% and 41.5% for the second quarter and six months ended June 30, 2026, respectively, compared to 41.7% and 42.9% for the prior year periods.
Distribution segment gross margin was 22.8% and 21.4% for the second quarter and six months ended June 30, 2026, respectively, compared to 23.1% and 22.3% for the prior year periods.
Liquidity, Cash Flows and Capital Allocation
·
Cash and cash equivalents decreased by $68.9 million from $122.9 million as of December 31, 2025 to $54.0 million as of June 30, 2026.
·
Total debt increased by $67.1 million from $307.3 million as of December 31, 2025 to $374.3 million as of June 30, 2026.
·
Net debt (total debt net of cash and cash equivalents) increased by $136.0 million from $184.4 million as of December 31, 2025 to $320.3 million as of June 30, 2026.
·
Capital expenditures totaled $3.3 million for the second quarter and $6.4 million for the six months ended June 30, 2026, compared with $1.3 million for the second quarter and $2.7 million for the six months ended June 30, 2025.
FBI Indefinite Delivery/Indefinite Quantity (“IDIQ”) contract
On June 2, 2026, Cadre announced that its subsidiary, Safariland, was selected as the ballistic panel provider integrated into Predictive Ballistics LLC’s Overt Armor Kit (“OAK”). Predictive Ballistics was recently awarded a five-year, $61.0 million IDIQ contract by the Federal Bureau of Investigation (“FBI”). The OAK system is also available to the United States Marshals Service, the Drug Enforcement Administration, and other Department of Justice agencies.
Acquisition of Alien Gear Holsters
On April 7, 2026, Cadre completed its acquisition of Alien Gear Holsters and certain assets and liabilities from Tedder Industries, LLC, through a court-supervised bankruptcy auction. Alien Gear Holsters is a leading manufacturer of proprietary holsters and gear for the consumer, law enforcement, military, and security markets.
Dividend
On July 21, 2026, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share, or $0.40 per share on an annualized basis. Cadre’s dividend payment will be made on August 14, 2026 to
shareholders of record as of the close of business on the record date of July 31, 2026. The declaration of any future dividend is subject to the discretion of the Company’s Board of Directors.
Increased 2026 Outlook
Cadre increased its full-year guidance and expects to generate net sales in 2026 of between $749 million and $769 million and adjusted EBITDA in 2026 of between $139 million and $144 million. We expect capital expenditures to be in the range of $10 million to $14 million. Cadre has not provided net income guidance due to the inherent difficulty of forecasting certain types of expenses and gains, which affect net income but not adjusted EBITDA. Therefore, we do not provide a reconciliation of adjusted EBITDA guidance to net income guidance.
Conference Call
Management will host a conference call on Thursday, August 6, 2026, at 10:00 a.m. EST to discuss the latest corporate developments and financial results. The dial-in number for callers in the US is (800)-715-9871 and the dial-in number for international callers is 646-307-1963. The access code for all callers is 9511718. A live webcast will also be available on the Company’s website at https://www.cadre-holdings.com/.
A replay of the call will be available through August 20, 2026. To access the replay, please dial 800-770-2030 in the U.S. or +1-609-800-9909 if outside the U.S., and then enter the access code 9511718.
About Cadre
Headquartered in Jacksonville, Florida, Cadre is a global leader in the manufacturing and distribution of safety products. Cadre’s equipment provides critical protection to allow users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. The Company’s core products include body armor, explosive ordnance disposal equipment, duty gear and nuclear safety products. Our highly engineered products are utilized in over 100 countries by federal, state and local law enforcement, fire and rescue professionals, explosive ordnance disposal teams, and emergency medical technicians. Our key brands include Safariland® and Med-Eng®, amongst others.
Use of Non-GAAP Measures
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The press release contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), (ii) adjusted EBITDA, (iii) adjusted EBITDA margin, and (iv) last twelve months adjusted EBITDA. The Company believes the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period- over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this press release. We do not provide a reconciliation of the non-GAAP guidance measure adjusted EBITDA for the fiscal year 2026 to net income for the fiscal year 2026, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.
Forward-Looking Statements
Please note that in this press release we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or
implied by forward-looking statements in this press release, include, but are not limited to, those risks and uncertainties more fully described from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including under the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K, and/or Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release and speak only as of the date hereof. We assume no obligation to update any forward- looking statements to reflect events or circumstances after the date of this press release.
Contact:
Gray Hudkins
Cadre Holdings, Inc.
203-550-7148
gray.hudkins@cadre-holdings.com
Investor Relations:
IGB Group
Leon Berman / Matt Berkowitz
212-477-8438 / 212-227-7098
CADRE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share amounts)
June 30, 2026
December 31, 2025
Assets
Current assets
Cash and cash equivalents
$
53,984
$
122,898
Restricted cash
3,685
2,429
Accounts receivable, net of allowance for doubtful accounts of $271 and $273, respectively
128,445
110,607
Inventories
129,120
100,263
Prepaid expenses
15,754
14,574
Other current assets
17,129
15,095
Total current assets
348,117
365,866
Property and equipment, net of accumulated depreciation and amortization of $67,795 and $63,125, respectively
125,441
78,822
Operating lease assets
25,194
19,778
Deferred tax assets, net
4,901
4,816
Intangible assets, net
174,148
114,984
Goodwill
233,907
181,406
Other assets
5,590
4,359
Total assets
$
917,298
$
770,031
Liabilities, Mezzanine Equity and Shareholders’ Equity
Current liabilities
Accounts payable
$
38,895
$
22,325
Accrued liabilities
97,346
61,066
Income tax payable
6,164
4,838
Current portion of long-term debt
20,012
16,266
Total current liabilities
162,417
104,495
Long-term debt
354,319
290,987
Long-term operating lease liabilities
17,257
15,039
Deferred tax liabilities
28,510
30,058
Other liabilities
7,993
11,648
Total liabilities
570,496
452,227
Mezzanine equity
Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025)
—
—
Shareholders’ equity
Common stock ($0.0001 par value, 190,000,000 shares authorized, 42,820,734 and 42,160,656 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)
4
4
Additional paid-in capital
309,396
282,570
Accumulated other comprehensive (loss) income
(2,188)
460
Accumulated earnings
39,590
34,770
Total shareholders’ equity
346,802
317,804
Total liabilities, mezzanine equity and shareholders’ equity
$
917,298
$
770,031
CADRE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share amounts)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Net sales
$
207,126
$
157,109
$
362,555
$
287,215
Cost of goods sold
119,991
92,860
215,254
166,835
Gross profit
87,135
64,249
147,301
120,380
Operating expenses
Selling, general and administrative
63,220
45,129
112,053
86,882
Restructuring and transaction costs
1,453
3,326
3,295
4,024
Related party expense
—
1,109
2,000
1,237
Total operating expenses
64,673
49,564
117,348
92,143
Operating income
22,462
14,685
29,953
28,237
Other expense
Interest expense, net
(5,019)
(3,590)
(9,290)
(5,821)
Other (expense) income, net
(529)
6,114
(918)
7,401
Total other expense, net
(5,548)
2,524
(10,208)
1,580
Income before provision for income taxes
16,914
17,209
19,745
29,817
Provision for income taxes
(5,507)
(4,998)
(6,363)
(8,358)
Net income
$
11,407
$
12,211
$
13,382
$
21,459
Net income per share:
Basic
$
0.27
$
0.30
$
0.31
$
0.53
Diluted
$
0.26
$
0.30
$
0.31
$
0.52
Weighted average shares outstanding:
Basic
42,809,646
40,661,955
42,684,595
40,640,433
Diluted
43,391,188
40,941,790
43,381,869
40,960,025
CADRE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended June 30,
2026
2025
Cash Flows From Operating Activities:
Net income
$
13,382
$
21,459
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
11,899
8,532
Amortization of original issue discount and debt issue costs
477
829
Amortization of inventory step-up
4,921
356
Deferred income taxes
(1,577)
266
Stock-based compensation
4,886
4,393
Remeasurement of contingent consideration
5,866
857
(Recoveries from) provision for accounts receivable
(345)
40
Unrealized foreign exchange transaction gain
(1,052)
(3,492)
Other loss
599
152
Changes in operating assets and liabilities, net of impact of acquisitions:
Accounts receivable
(7,324)
10,365
Inventories
(8,272)
(11,304)
Prepaid expenses and other assets
(3,552)
3,375
Accounts payable and other liabilities
24,744
(15,849)
Net cash provided by operating activities
44,652
19,979
Cash Flows From Investing Activities:
Purchase of property and equipment
(6,133)
(2,733)
Proceeds from disposition of property and equipment
—
6
Business acquisitions, net of cash acquired
(163,853)
(89,590)
Net cash used in investing activities
(169,986)
(92,317)
Cash Flows From Financing Activities:
Proceeds from revolving credit facilities
82,500
—
Payments on revolving credit facilities
(82,500)
—
Proceeds from term loans
75,000
97,500
Principal payments on term loans
(8,132)
(5,689)
Taxes paid in connection with employee stock transactions
(1,262)
(1,185)
Dividends distributed
(8,562)
(7,721)
Other
238
38
Net cash provided by financing activities
57,282
82,943
Effect of foreign exchange rates on cash, cash equivalents and restricted cash
394
1,931
Change in cash, cash equivalents and restricted cash
(67,658)
12,536
Cash, cash equivalents and restricted cash, beginning of period
125,327
124,933
Cash, cash equivalents and restricted cash, end of period
$
57,669
$
137,469
Supplemental Disclosure of Cash Flows Information:
Cash paid for income taxes, net
$
5,657
$
16,937
Cash paid for interest
$
10,122
$
8,202
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Accruals and accounts payable for capital expenditures
$
265
$
259
Non-cash consideration
$
31,647
$
—
CADRE HOLDINGS, INC.
SEGMENT INFORMATION
(Unaudited)
(In thousands)
Three Months Ended June 30, 2026
Reconciling
Product
Distribution
Items(1)
Total
Net sales
$
190,039
$
27,104
$
(10,017)
$
207,126
Cost of goods sold
109,069
20,937
(10,015)
119,991
Gross profit
$
80,970
$
6,167
$
(2)
$
87,135
Three Months Ended June 30, 2025
Reconciling
Product
Distribution
Items(1)
Total
Net sales
$
140,135
$
25,508
$
(8,534)
$
157,109
Cost of goods sold
81,702
19,609
(8,451)
92,860
Gross profit
$
58,433
$
5,899
$
(83)
$
64,249
Six Months Ended June 30, 2026
Reconciling
Product
Distribution
Items(1)
Total
Net sales
$
330,678
$
47,399
$
(15,522)
$
362,555
Cost of goods sold
193,532
37,244
(15,522)
215,254
Gross profit
$
137,146
$
10,155
$
—
$
147,301
Six Months Ended June 30, 2025
Reconciling
Product
Distribution
Items(1)
Total
Net sales
$
252,870
$
53,370
$
(19,025)
$
287,215
Cost of goods sold
144,327
41,450
(18,942)
166,835
Gross profit
$
108,543
$
11,920
$
(83)
$
120,380
(1)
Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments.
CADRE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited)
(In thousands)
Year ended
Three Months Ended
Six Months Ended
Last Twelve
December 31,
June 30,
June 30,
Months
2025
2026
2025
2026
2025
June 30, 2026
Net income
$
44,139
$
11,407
$
12,211
$
13,382
$
21,459
$
36,062
Add back:
Depreciation and amortization
18,633
6,171
4,676
11,899
8,532
22,000
Interest expense, net
12,480
5,019
3,590
9,290
5,821
15,949
Provision for income taxes
18,187
5,507
4,998
6,363
8,358
16,192
EBITDA
$
93,439
$
28,104
$
25,475
$
40,934
$
44,170
$
90,203
Add back:
Restructuring and transaction costs(1)
8,696
1,453
4,326
5,295
5,024
8,967
Other expense (income), net(2)
(7,455)
529
(6,114)
918
(7,401)
864
Stock-based compensation expense(3)
12,239
2,960
2,425
4,886
4,393
12,732
Stock-based compensation payroll tax expense(4)
1,566
1
—
130
92
1,604
Amortization of inventory step-up(5)
1,296
2,362
356
4,921
356
5,861
Contingent consideration expense(6)
1,927
6,430
526
5,866
857
6,936
Impairment expense(7)
—
148
—
148
—
148
Adjusted EBITDA
$
111,708
$
41,987
$
26,994
$
63,098
$
47,491
$
127,315
Adjusted EBITDA margin(8)
18.5
%
20.3
%
17.2
%
17.4
%
16.5
%
(1)
Reflects the “Restructuring and transaction costs” line item on our condensed consolidated statements of operations, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects a $1.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of Zircaloy for the year ended December 31, 2025 and a $2.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of TYR for the six months ended June 30, 2026, which are included in related party expense in the Company’s condensed consolidated statements of operations.
(2)
Reflects the “Other (expense) income, net” line item on our condensed consolidated statements of operations and primarily includes transaction gains and losses due to fluctuations in foreign currency exchange rates.
(3)
Reflects compensation expense related to equity classified stock-based compensation plans.
(4)
Reflects payroll taxes associated with vested stock-based compensation awards.
(5)
Reflects amortization expense related to the step-up inventory adjustment recorded as a result of acquisitions.
(6)
Reflects contingent consideration expense related to the acquisition of ICOR and TYR.
(7)
Reflects non-cash write-down of individual fixed assets.
(8)
Reflects adjusted EBITDA divided by net sales for the relevant periods.
EX-99.2
EX-99.2
Filename: cdre-20260805xex99d2.htm · Sequence: 3
Exhibit 99.2
SECOND
QUARTER
2026
August 6, 2026
2
FORWARD-LOOKING STATEMENTS
Please note that in this presentation we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,”
“intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based
on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks
and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ
materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that
could cause the actual results of operations or financial condition of the Company to differ materially from those
expressed or implied by forward-looking statements in this presentation, include, but are not limited to those risks and
uncertainties more fully described from time to time in the Company's public reports filed with the Securities and
Exchange Commission, including under the section titled “Risk Factors” in the Company's Annual Report on Form 10-K,
and/or Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking
statements included in this presentation are based upon information available to the Company as of the date of this
presentation and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to
reflect events or circumstances after the date of this presentation.
2
TODAY’S PRESENTERS
3
WARREN
KANDERS
CEO and Chairman
of the Board
BRAD
WILLIAMS
President
BLAINE
BROWERS
Chief Financial Officer
4
AGENDA
• Q2 Highlights
• Business Overview
• Financial Summary
• Increased Full Year Outlook
• Conclusion and Q&A
5
Q2 2026 KEY TAKEAWAYS
Raising Full-Year 2026 Outlook
• Sales, margin and earnings growth that exceeded expectations, driven by outstanding execution and
continued strong demand trends for mission critical safety equipment
• 5% organic topline growth in Q2 with return to more normalized Distribution segment demand
• Second consecutive quarter of record backlog; increased $13M sequentially driven by strong EOD
demand (primarily sensors and robots)
• Following $50M IDIQ contract with Dept. of War to support the Blast Exposure Monitoring (BEMO)
Program, obtained second PO for $8.4M in June (total of $18.4M received under program to date)
• Safariland selected as ballistic panel provider integrated into Predictive Ballistics armor kit – Predictive
Ballistics awarded five-year, $61M IDIQ contract by FBI
• Driven by continued multi-directional support across all three nuclear market segments, increased
nuclear backlog $13M YTD
• Deployed over $400 million in targeted M&A since January 2024 and maintains robust pipeline across
both public safety and nuclear
6
LONG-TERM INDUSTRY TAILWINDS SUPPORTING
SUSTAINABLE GROWTH OPPORTUNITY
Commercial nuclear
energy renaissance
Ongoing and expanding
national defense initiatives
Environmental management
to address nuclear clean up
Catalysts drive steady,
recurring demand
Resilient and growing
spend worldwide
Rising safety
threats globally
Public Safety Tailwinds Nuclear Safety Tailwinds
7
LATEST MARKET TRENDS: CORE L.E.
Admin has demonstrated
commitment to prioritizing
public safety but growing
focus on balancing state and
local budgets
Environments within conflict
zones have not changed at this
point to allow for unexploded
ordnance cleanup
While overall consumer demand for
handguns is down, Cadre has
benefited from strong brand
awareness and new products, driving
market share gains and growth in this
channel
Successful new product launches
over the past 2+ years continue to
provide customers with new
options in the market
U.S. Law Enforcement Geopolitical Landscape
Consumer New Products/ Innovation
8
LATEST MARKET TRENDS: NUCLEAR
~$8.2 billion in FY2027 DOE request
for nuclear clean up initiatives, with
~$3 billion directed to Hanford Site in
WA
NNSA FY27 budget request of
$32.8 billion represents an increase
of 29% YoY
U.S. roadmap to triple nuclear
capacity by 2050 (~200 GW of new
build) – “Follow the fuel” strategy
continues to generate significant
opportunities
Activity across nuclear
sector remains robust
driven by expanded
government and
commercial programs
Environmental Management
National Defense Commercial Nuclear
Cadre Nuclear Group: cleaning up the past, securing the present, enabling the future
9
M&A MOMENTUM
• Including Alien Gear Holsters,
completed seven acquisitions in
line with disciplined and patient
approach
• Highly selective key criteria
consistently met, focused on
strong margins, leading and
defensible market positions,
recurring revenues and cash
flows
• Actively evaluating robust
funnel of opportunities in both
nuclear and public safety
markets
2022 2024 2025 2026
$455M capital deployed since 2022
$50M
$120M
$100M
$185M
10
DISCIPLINED M&A STRATEGY Business
Financial
Market
Leading market position
Cost structure where material > labor
High cost of substitution
Leading and defensible technology
Mission-critical to customer
Strong brand recognition
Recurring revenue profile
Asset-light
Attractive ROIC
Niche market
No large-cap competition
Resiliency through market cycles
Enter new markets /
geographies
Diversify and/or enhance
category leadership
Increase customer
wallet share
11
Q2 FINANCIAL
RESULTS
12
Q2 2026 FINANCIAL SUMMARY
NET SALES
$157.1M
$207.1M
Q2 2025 Q2 2026
• Reflects current year
acquisitions and
increased demand for
nuclear safety, armor,
and duty gear products
GROSS PROFIT
• Gross margin improved
120 bps y/y
• Excluding impact of
inventory step- up amort.
margins improved 209
bps y/y
NET INCOME
• FX drove $6.6M
unfavorable variance y/y
• Also reflects contingent
consideration of $5.9M
and $2.0M inventory
step-up amort.
• Adj. EBITDA margin
improved 310 bps y/y
$64.2M
$87.1M
Q2 2025 Q2 2026
$12.2M $11.4M
Q2 2025 Q2 2026
$27.0M
$42.0M
Q2 2025 Q2 2026
+ 32% YoY + 36% YoY - 7% YoY + 56% YoY
1A non-GAAP financial measure. See slides 22-23 for definitions and reconciliations to the nearest GAAP measures.
ADJ. EBITDA1
40.9%
42.1%
17.2%
20.3%
13
NET SALES AND ADJUSTED EBITDA
NET SALES ($MM) ADJ. EBITDA1 ($MM)
FY 2026
Guidance
Range
$736M to
$758M
% CAGR
16.3%
% Y/Y GROWTH
24.4% at guidance midpoint
% CAGR
18.1%
% Y/Y GROWTH
26.7% at guidance midpoint
1A non-GAAP financial measure. See slides 22-23 for definitions and reconciliations to the nearest GAAP measures.
$362.6M
1H26
2023 2024 2025 2026
FY 2024
FY 2023 $567.6M $482.5M
$287.2M
1H25
FY 2025
$610.3M
FY 2026
Guidance
Range
$749M to
$769M
$63.1M
1H26
2023 2024 2025 2026
FY 2024
$104.8M
FY 2023
$85.8M
FY 2025
$111.7M
$47.5M
1H25
FY 2026
Guidance
Range
$139M to
$144M
14
Q2 2026 CAPITAL STRUCTURE
June 30, 2026
(in thousands)
Cash and cash equivalents $ 53,984
Debt:
Revolver $ -
Current portion of long-term debt 20,012
Long-term debt 355,944
Capitalized discount/issuance costs (1,625)
Total debt, net $ 374,331
Net debt (Total debt net of cash) $ 320,347
Total debt / Adj. EBITDA(1) 2.9x
Net debt / Adj. EBITDA(1) 2.5x
LTM Adj. EBITDA(1) $ 127,315
1A non-GAAP financial measure. See slides 22-23 for definitions and reconciliations to the nearest GAAP measures.
15
NET SALES
$749M to $769M
Previous: $736M to $758M
ADJ. EBITDA1
$139M to $144M
Previous: $136M to $141M
CAPITAL EXPENDITURES
$10M to $14M
INCREASED 2026 OUTLOOK
Attractive end markets and consistent execution
driving growth
1A non-GAAP financial measure. See slides 22-23 for definitions and reconciliations to the nearest GAAP measures.
• Public Safety and
Nuclear in line with
initial expectations
• TYR expected sales of
~$100M
• Alien Gear expected
sales of ~$11M
• Distribution recovered
to normal demand levels
in Q2
16
EXECUTION IN Q2 AND POSITIVE MOMENTUM
Pricing Growth: Exceeded target
Q2 Mix: Favorable driven by duty gear and Zircaloy product mix
Orders Backlog: Q2 backlog increased $13M sequentially primarily due to strong EOD
demand
M&A Execution: Acquired Alien Gear Holsters in April 2026
Healthy M&A Funnel: Continuing to actively evaluate pipeline of opportunities
Returned Capital to Shareholders: Declared 19th consecutive quarterly dividend
Commentary:
Cadre continues to deliver on strategic objectives and remains well positioned
to deliver shareholder value in 2026 and beyond
17
APPENDIX
18
BALANCE SHEET
UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
June 30, 2026 December 31, 2025
Assets
Current assets
Cash and cash equivalents $ 53,984 $ 122,898
Restricted cash 3,685 2,429
Accounts receivable, net of allowance for doubtful accounts of $271 and $273, respectively 128,445 110,607
Inventories 129,120 100,263
Prepaid expenses 15,754 14,574
Other current assets 17,129 15,095
Total current assets 348,117 365,866
Property and equipment, net of accumulated depreciation and amortization of $67,795 and $63,125, respectively 125,441 78,822
Operating lease assets 25,194 19,778
Deferred tax assets, net 4,901 4,816
Intangible assets, net 174,148 114,984
Goodwill 233,907 181,406
Other assets 5,590 4,359
Total assets $ 917,298 $ 770,031
Liabilities, Mezzanine Equity and Shareholders' Equity
Current liabilities
Accounts payable $ 38,895 $ 22,325
Accrued liabilities 97,346 61,066
Income tax payable 6,164 4,838
Current portion of long-term debt 20,012 16,266
Total current liabilities 162,417 104,495
Long-term debt 354,319 290,987
Long-term operating lease liabilities 17,257 15,039
Deferred tax liabilities 28,510 30,058
Other liabilities 7,993 11,648
Total liabilities 570,496 452,227
Mezzanine equity
Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025) — —
Shareholders' equity
Common stock ($0.0001 par value, 190,000,000 shares authorized, 42,820,734 and 42,160,656 shares issued and outstanding as of June 30, 2026 and
December 31, 2025, respectively) 4 4
Additional paid-in capital 309,396 282,570
Accumulated other comprehensive (loss) income (2,188) 460
Accumulated earnings 39,590 34,770
Total shareholders’ equity 346,802 317,804
Total liabilities, mezzanine equity and shareholders' equity $ 917,298 $ 770,031
19
UNAUDITED (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net sales $ 207,126 $ 157,109 $ 362,555 $ 287,215
Cost of goods sold 119,991 92,860 215,254 166,835
Gross profit 87,135 64,249 147,301 120,380
Operating expenses
Selling, general and administrative 63,220 45,129 112,053 86,882
Restructuring and transaction costs 1,453 3,326 3,295 4,024
Related party expense — 1,109 2,000 1,237
Total operating expenses 64,673 49,564 117,348 92,143
Operating income 22,462 14,685 29,953 28,237
Other expense
Interest expense, net (5,019) (3,590) (9,290) (5,821)
Other (expense) income, net (529) 6,114 (918) 7,401
Total other expense, net (5,548) 2,524 (10,208) 1,580
Income before provision for income taxes 16,914 17,209 19,745 29,817
Provision for income taxes (5,507) (4,998) (6,363) (8,358)
Net income $ 11,407 $ 12,211 $ 13,382 $ 21,459
Net income per share:
Basic $ 0.27 $ 0.30 $ 0.31 $ 0.53
Diluted $ 0.26 $ 0.30 $ 0.31 $ 0.52
Weighted average shares outstanding:
Basic 42,809,646 40,661,955 42,684,595 40,640,433
Diluted 43,391,188 40,941,790 43,381,869 40,960,025
20
UNAUDITED (IN THOUSANDS)
Six Months Ended June 30,
2026 2025
Cash Flows From Operating Activities:
Net income $ 13,382 $ 21,459
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 11,899 8,532
Amortization of original issue discount and debt issue costs 477 829
Amortization of inventory step-up 4,921 356
Deferred income taxes (1,577) 266
Stock-based compensation 4,886 4,393
Remeasurement of contingent consideration 5,866 857
(Recoveries from) provision for accounts receivable (345) 40
Unrealized foreign exchange transaction gain (1,052) (3,492)
Other loss 599 152
Changes in operating assets and liabilities, net of impact of acquisitions:
Accounts receivable (7,324) 10,365
Inventories (8,272) (11,304)
Prepaid expenses and other assets (3,552) 3,375
Accounts payable and other liabilities 24,744 (15,849)
Net cash provided by operating activities 44,652 19,979
Cash Flows From Investing Activities:
Purchase of property and equipment (6,133) (2,733)
Proceeds from disposition of property and equipment — 6
Business acquisitions, net of cash acquired (163,853) (89,590)
Net cash used in investing activities (169,986) (92,317)
STATEMENT OF CASH FLOWS
21
UNAUDITED (IN THOUSANDS)
Six Months Ended June 30
2026 2025
Cash Flows From Financing Activities:
Proceeds from revolving credit facilities 82,500 —
Payments on revolving credit facilities (82,500) —
Proceeds from term loans 75,000 97,500
Principal payments on term loans (8,132) (5,689)
Taxes paid in connection with employee stock transactions (1,262) (1,185)
Dividends distributed (8,562) (7,721)
Other 238 38
Net cash provided by financing activities 57,282 82,943
Effect of foreign exchange rates on cash, cash equivalents and restricted cash 394 1,931
Change in cash, cash equivalents and restricted cash (67,658) 12,536
Cash, cash equivalents and restricted cash, beginning of period 125,327 124,933
Cash, cash equivalents and restricted cash, end of period $ 57,669 $ 137,469
Supplemental Disclosure of Cash Flows Information:
Cash paid for income taxes, net $ 5,657 $ 16,937
Cash paid for interest $ 10,122 $ 8,202
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Accruals and accounts payable for capital expenditures $ 265 $ 259
Non-cash consideration $ 31,647 $ —
STATEMENT OF CASH FLOWS – CONTINUED
22
1. Reflects the “Restructuring and transaction costs” line item on our condensed consolidated statements of operations, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item
reflects a $1.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of Zircaloy for the year ended December 31, 2025 and a $2.0 million fee paid to Kanders & Company, Inc. for services related to the
acquisition of TYR for the six months ended June 30, 2026, which are included in related party expense in the Company’s condensed consolidated statements of operations.
2. Reflects the “Other (expense) income, net” line item on our condensed consolidated statements of operations and primarily includes transaction gains and losses due to fluctuations in foreign currency exchange rates.
3. Reflects compensation expense related to equity classified stock-based compensation plans.
4. Reflects payroll taxes associated with vested stock-based compensation awards.
5. Reflects amortization expense related to the step-up inventory adjustment recorded as a result of acquisitions.
6. Reflects contingent consideration expense related to the acquisition of ICOR and TYR.
7. Reflects non-cash write-down of individual fixed assets.
8. Reflects adjusted EBITDA divided by net sales for the relevant periods.
22
(IN THOUSANDS)
NON-GAAP RECONCILIATION
Year ended Three Months Three Months Ended Six Months Ended Last Twelve
December 31, Ended March 31, June 30, June 30, Months
2025 2026 2026 2025 2026 2025 June 30, 2026
Net income $ 44,139 $ 1,975 $ 11,407 $ 12,211 $ 13,382 $ 21,459 $ 36,062
Add back:
Depreciation and amortization 18,633 5,728 6,171 4,676 11,899 8,532 22,000
Interest expense, net 12,480 4,271 5,019 3,590 9,290 5,821 15,949
Provision for income taxes 18,187 856 5,507 4,998 6,363 8,358 16,192
EBITDA $ 93,439 $ 12,830 $ 28,104 $ 25,475 $ 40,934 $ 44,170 $ 90,203
Add back:
Restructuring and transaction costs(1) 8,696 3,842 1,453 4,326 5,295 5,024 8,967
Other expense (income), net(2) (7,455) 389 529 (6,114) 918 (7,401) 864
Stock-based compensation expense(3) 12,239 1,926 2,960 2,425 4,886 4,393 12,732
Stock-based compensation payroll tax expense(4) 1,566 129 1 — 130 92 1,604
Amortization of inventory step-up(5) 1,296 2,559 2,362 356 4,921 356 5,861
Contingent consideration expense(6) 1,927 (564) 6,430 526 5,866 857 6,936
Impairment expense(7) 148 — 148 — 148
Adjusted EBITDA $ 111,708 $ 21,111 $ 41,987 $ 26,994 $ 63,098 $ 47,491 $ 127,315
Adjusted EBITDA margin(8) 18.5 % 13.6 % 20.3 % 17.2 % 17.4 % 16.5 %
23
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The presentation
contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”),
(ii) adjusted EBITDA, (iii) adjusted EBITDA margin, and (iv) last twelve months adjusted EBITDA. The Company believes the presentation of
these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on
period-over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial
performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings
expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this presentation. We do not provide a
reconciliation of the non-GAAP guidance measure Adjusted EBITDA for the fiscal year 2026 to net income for the fiscal year 2026, the
most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without
unreasonable effort, which affect net income but not Adjusted EBITDA. The Company cautions that non-GAAP measures should be
considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can
be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by
other publicly traded companies.
USE OF NON-GAAP MEASURES
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v3.26.1
Document and Entity Information
Aug. 05, 2026
Document and Entity Information [Abstract]
Document Type
8-K/A
Document Period End Date
Aug. 05, 2026
Entity File Number
001-40698
Entity Registrant Name
CADRE HOLDINGS, INC.
Entity Incorporation, State or Country Code
DE
Entity Tax Identification Number
38-3873146
Entity Address State Or Province
FL
Entity Address, Address Line One
13386 International Pkwy
Entity Address, City or Town
Jacksonville
Entity Address, Postal Zip Code
32218
City Area Code
904
Local Phone Number
741-5400
Title of 12(b) Security
Common Stock, par value $0.0001
Trading Symbol
CDRE
Security Exchange Name
NYSE
Entity Emerging Growth Company
true
Entity Ex Transition Period
false
Written Communications
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Soliciting Material
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