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Item 2 — Management's Discussion and Analysis
Cadre Holdings, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion and analysis of the financial condition and results of operations of Cadre Holdings, Inc. (D/B/A The Safariland Group) (“Cadre,” “the Company,” “we,” “us” and “our”) should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Cadre’s control. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward- looking statements include, but are not limited to, those discussed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025 and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.
Our Business
We are 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. Our equipment provides critical protection to allow its users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. Through our dedication to superior quality, we establish a direct covenant with end users that our products will perform and keep them safe when they are most needed. We sell a wide range of products including body armor, explosive ordnance disposal equipment, duty gear, remote handling solutions, containers for the storage of radioactive materials, and ventilation and containment solutions through both direct and indirect channels. In addition, through our owned distribution, we serve as a one-stop shop for first responders providing equipment we manufacture as well as third-party products including uniforms, optics, boots, firearms, and ammunition. A substantial portion of our diversified product offering is governed by rigorous safety standards and regulations. Demand for our products is driven by technological advancement as well as recurring modernization and replacement cycles for the equipment to maintain its efficiency, effective performance, and regulatory compliance.
Domestically, we are a top provider of safety holsters and soft body armor for first responders, as well as a top provider of nuclear safety solutions. Globally, we are a leading provider of explosive ordnance disposal technician equipment. We believe we have achieved these positions through our high-quality standards, innovation and a direct connection to the end users. We service the ever-changing needs of our end users by investing in research and development for new product innovation and technical advancements that continually raise the standards for safety equipment in the markets we serve. Our target end user base includes state, local, and international law enforcement, fire and rescue, explosive ordnance disposal technicians, commercial nuclear power plants, emergency medical technicians (“EMT”), fishing and wildlife enforcement and departments of corrections, as well as federal agencies including the U.S. Department of State (“DoS”), U.S. Department of War (“DoW”), U.S. Department of Interior (“DoI”), U.S. Department of Justice (“DoJ”), U.S. Department of Homeland Security (“DHS”), U.S. Department of Corrections (“DoC”), the Department of Energy (“DoE”), numerous foreign government agencies and other companies involved in the nuclear industry.
In January 2026, the Company acquired TYR Tactical, LLC (“TYR”) for $185.2 million.
In April 2026, the Company acquired Alien Gear holsters and certain assets from Tedder Industries, LLC for $10.3 million.
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
The following table sets forth a summary of our financial highlights for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Net sales $ 207,126 $ 157,109 $ 362,555 $ 287,215
Net income $ 11,407 $ 12,211 $ 13,382 $ 21,459
Adjusted EBITDA(1) $ 41,987 $ 26,994 $ 63,098 $ 47,491
(1) Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Measures” below for our definition of, and additional information about, Adjusted EBITDA, and for a reconciliation to net income, the most directly comparable U.S. GAAP financial measure.
Net sales increased by $50.0 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of current year acquisitions and increased demand for nuclear safety, armor, and duty gear products.
Net income decreased by $0.8 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of increased contingent consideration expense, increased compensation expense, and adverse foreign currency fluctuations, partially offset by increased gross profit.
Net sales increased by $75.3 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily as a result of current and prior year acquisitions, partially offset by lower agency demand for hard goods in the Distribution segment.
Net income decreased by $8.1 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily as a result of increased contingent consideration expense, compensation expense, and interest expense, as well as adverse foreign currency fluctuations, partially offset by increased gross profit.
KEY PERFORMANCE METRICS
Orders backlog
We monitor our orders backlog, which we believe is a forward-looking indicator of potential sales. Our orders backlog for products includes all orders that have been received and are believed to be firm. Due to municipal government procurement rules, in certain cases orders included in backlog are subject to budget appropriation or other contract cancellation clauses. Consequently, our orders backlog may differ from actual future sales. Orders backlog can be helpful to investors in evaluating the performance of our business and identifying trends over time.
The following table presents our orders backlog as of the periods indicated:
June 30, 2026 December 31, 2025
Orders backlog $ 367,731 $ 189,799
Orders comprising backlog as of a given balance sheet date are typically invoiced in subsequent periods. The majority of our products are generally processed and shipped within one to three weeks of an order being placed, though the fulfillment time for certain products, for example, explosive ordnance disposal equipment, may take three months or longer. Our orders backlog could experience volatility between periods, including as a result of customer order volumes and the speed of our order fulfillment, which in turn may be impacted by the nature of products ordered, the amount of inventory on hand and the necessary manufacturing lead time.
Orders backlog increased by $177.9 million as of June 30, 2026 compared to December 31, 2025, primarily due to increases of $107.0 million from orders of vehicle blast attenuation seats, blast exposure monitoring sensors, and remotely operated vehicles, $56.1 million from current year acquisitions, $12.6 million from nuclear safety products, and $7.6 million due to international and domestic channels for duty gear holsters, partially offset by a $4.7 million decrease in international and domestic orders for crowd control products.
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
RESULTS OF OPERATIONS
In order to reflect the way our chief operating decision maker reviews and assesses the performance of the business, Cadre has determined that it has two reportable segments — the Product segment, which is comprised of components that manufacture and sell products, and the Distribution segment, which is comprised of our business that serves as a one-stop shop for law enforcement agencies that sells goods produced by the Product segment, as well as other third-party products. Segment information is consistent with how the chief operating decision maker, our chief executive officer, reviews the business, makes investing and resource allocation decisions and assesses operating performance.
The following table presents data from our results of operations for the three and six months ended June 30, 2026 and 2025 (in thousands unless otherwise noted):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % Chg 2026 2025 % Chg
Net sales $ 207,126 $ 157,109 31.8 % $ 362,555 $ 287,215 26.2 %
Cost of goods sold 119,991 92,860 29.2 % 215,254 166,835 29.0 %
Gross profit 87,135 64,249 35.6 % 147,301 120,380 22.4 %
Operating expenses
Selling, general and administrative 63,220 45,129 40.1 % 112,053 86,882 29.0 %
Restructuring and transaction costs 1,453 3,326 (56.3) % 3,295 4,024 (18.1) %
Related party expense — 1,109 (100.0) % 2,000 1,237 61.7 %
Total operating expenses 64,673 49,564 30.5 % 117,348 92,143 27.4 %
Operating income 22,462 14,685 53.0 % 29,953 28,237 6.1 %
Other expense
Interest expense, net (5,019) (3,590) 39.8 % (9,290) (5,821) 59.6 %
Other (expense) income, net (529) 6,114 (108.7) % (918) 7,401 (112.4) %
Total other expense, net (5,548) 2,524 (319.8) % (10,208) 1,580 (746.1) %
Income before provision for income taxes 16,914 17,209 (1.7) % 19,745 29,817 (33.8) %
Provision for income taxes (5,507) (4,998) 10.2 % (6,363) (8,358) (23.9) %
Net income $ 11,407 $ 12,211 (6.6) % $ 13,382 $ 21,459 (37.6) %
The following tables present segment data for the three and six months ended June 30, 2026 and 2025 (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
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
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.
Comparison of Three Months Ended June 30, 2026 to Three Months Ended June 30, 2025
Net sales. Product segment net sales increased by $49.9 million, or 35.6%, from $140.1 million to $190.0 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to increases of $36.6 million from current year acquisitions, $8.4 million from higher demand for nuclear safety products, of which $3.3 million is organic, $3.2 million from increased demand for existing armor products, and $2.3 million from higher demand for duty gear products. Distribution segment net sales increased by $1.6 million, or 6.3%, from $25.5 million to $27.1 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to higher demand for hard goods. Reconciling items consist primarily of intercompany eliminations.
Cost of goods sold and gross profit. Product segment cost of goods sold increased by $27.4 million, or 33.5%, from $81.7 million to $109.1 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to current year acquisitions, increased volume, inventory step-up amortization and increased costs to manufacture product, partially offset by continuous improvement projects. Product segment gross profit as a percentage of net sales increased by 90 basis points to 42.6% for the three months ended June 30, 2026 from 41.7% for the three months ended June 30, 2025, mainly driven by favorable pricing, net of material inflation, and favorable product mix, partially offset by an increase in inventory step-up amortization.
Distribution segment cost of goods sold increased by $1.3 million, or 6.8%, from $19.6 million to $20.9 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to increased volume. Distribution segment gross profit as a percentage of net sales decreased by 30 basis points to 22.8% for the three months ended June 30, 2026 from 23.1% for the three months ended June 30, 2025, mainly driven by unfavorable mix. Reconciling items consist primarily of intercompany eliminations.
Selling, general and administrative. Selling, general and administrative increased by $18.1 million, or 40.1%, for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to current year acquisitions, higher employee compensation and associated benefits, and professional services expenses.
Restructuring and transaction costs. Restructuring and transaction costs decreased by $1.9 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to higher transaction costs associated with the Zircaloy acquisition in 2025.
Related party expense. Related party expense, which primarily consists of one-time fees paid to related parties for transaction related services, decreased by $1.1 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to a $1.0 million decrease in transaction fees paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with acquisitions.
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
Interest expense, net. Interest expense, net increased by $1.4 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to the debt assumed as part of acquisitions.
Other (expense) income, net. Other (expense), net was $0.5 million for the three months ended June 30, 2026 as compared to Other income, net of $6.1 million for the three months ended June 30, 2025, primarily due to changes in foreign currency exchange rates.
Provision for income taxes. Provision for income taxes was $5.5 million for the three months ended June 30, 2026 compared to $5.0 million for the three months ended June 30, 2025. The effective tax rate was 32.6%% for the three months ended June 30, 2026 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation. The effective tax rate was 29.0% for the three months ended June 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation.
Comparison of Six Months Ended June 30, 2026 to Six Months Ended June 30, 2025
Net sales. Product segment net sales increased by $77.8 million, or 30.8%, from $252.9 million to $330.7 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to an increase of $78.5 million from current and prior year acquisitions. Distribution segment net sales decreased by $6.0 million, or 11.2%, from $53.4 million to $47.4 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to lower demand for hard goods. Reconciling items consist primarily of intercompany eliminations.
Cost of goods sold and gross profit. Product segment cost of goods sold increased by $49.2 million, or 34.1%, from $144.3 million to $193.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to current and prior year acquisitions, inventory step-up amortization and increased costs to manufacture product, partially offset by continuous improvement projects. Product segment gross profit as a percentage of net sales decreased by 145 basis points to 41.5% for the six months ended June 30, 2026 from 42.9% for the six months ended June 30, 2025, mainly driven by an increase in inventory step-up amortization and unfavorable product mix, partially offset by favorable pricing, net of material inflation.
Distribution segment cost of goods sold decreased by $4.3 million, or 10.1%, from $41.5 million to $37.2 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to decreased volume. Distribution segment gross profit as a percentage of net sales decreased by 91 basis points to 21.4% for the six months ended June 30, 2026 from 22.3% for the six months ended June 30, 2025, mainly driven by unfavorable mix. Reconciling items consist primarily of intercompany eliminations.
Selling, general and administrative. Selling, general and administrative increased by $25.2 million, or 29.0%, for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to current and prior year acquisitions and higher employee compensation and associated benefits.
Restructuring and transaction costs. Restructuring and transaction costs decreased by $0.7 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to higher transaction costs associated with the Zircaloy acquisition in 2025.
Related party expense. Related party expense, which primarily consists of one-time fees paid to related parties for transaction related services, increased by $0.8 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to a $1.0 million increase in transaction fees paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with acquisitions.
Interest expense, net. Interest expense, net increased by $3.5 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to the debt assumed as part of acquisitions.
Other (expense) income, net. Other (expense), net was $0.9 million for the six months ended June 30, 2026 as compared to Other income, net of $7.4 million for the six months ended June 30, 2025, primarily due to changes in foreign currency exchange rates.
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
Provision for income taxes. Provision for income taxes was $6.4 million for the six months ended June 30, 2026 compared to $8.4 million for the six months ended June 30, 2025. The effective tax rate was 32.2% for the six months ended June 30, 2026 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation. The effective tax rate was 28.0% for the six months ended June 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation.
NON-GAAP MEASURES
This Quarterly Report on Form 10-Q includes EBITDA and Adjusted EBITDA, which are non-GAAP financial measures that we use to supplement our results presented in accordance with U.S. GAAP. EBITDA is defined as net income before depreciation and amortization expense, interest expense and provision for income tax. Adjusted EBITDA represents EBITDA that excludes restructuring and transaction costs, other expense (income), net, stock-based compensation expense, stock-based compensation payroll tax expense, amortization of inventory step-up, contingent consideration expense, and impairment expense as these items do not represent our core operating performance.
EBITDA and Adjusted EBITDA are performance measures that we believe are useful to investors and analysts because they illustrate the underlying financial and business trends relating to our core, recurring results of operations and enhance comparability between periods. Adjusted EBITDA is considered by our board of directors and management as an important factor in determining performance-based compensation.
EBITDA and Adjusted EBITDA are not recognized measures under U.S. GAAP and are not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly-titled measures of performance of other companies. Investors should exercise caution in comparing our non-GAAP measures to any similarly titled measures used by other companies. These non-GAAP financial measures exclude certain items required by U.S. GAAP and should not be considered as alternatives to information reported in accordance with U.S. GAAP.
The table below presents our EBITDA and Adjusted EBITDA reconciled to the most comparable GAAP financial measures for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Net income $ 11,407 $ 12,211 $ 13,382 $ 21,459
Add back:
Depreciation and amortization 6,171 4,676 11,899 8,532
Interest expense, net 5,019 3,590 9,290 5,821
Provision for income taxes 5,507 4,998 6,363 8,358
EBITDA $ 28,104 $ 25,475 $ 40,934 $ 44,170
Add back:
Restructuring and transaction costs(1) 1,453 4,326 5,295 5,024
Other expense (income), net(2) 529 (6,114) 918 (7,401)
Stock-based compensation expense(3) 2,960 2,425 4,886 4,393
Stock-based compensation payroll tax expense(4) 1 — 130 92
Amortization of inventory step-up(5) 2,362 356 4,921 356
Contingent consideration expense(6) 6,430 526 5,866 857
Impairment expense(7) 148 — 148 —
Adjusted EBITDA $ 41,987 $ 26,994 $ 63,098 $ 47,491
(1) Reflects the “Restructuring and transaction costs” line item on our condensed consolidated statements of operations and comprehensive income, which primarily includes transaction costs composed of legal and consulting fees. In addition, this line item reflects a $2.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of TYR for the six months
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
ended June 30, 2026 and a $1.0 million fee paid to Kanders & Company, Inc. for services related to the acquisition of Zircaloy for the three and six months ended June 30, 2025, which is included in related party expense in the Company’s condensed consolidated statements of operations and comprehensive income.
(2) Reflects the “Other (expense) income, net” line item on our condensed consolidated statement of operations and comprehensive income, and primarily includes 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.
Adjusted EBITDA increased by $15.0 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to an increase in gross profit from current year acquisitions, partially offset by an increase in selling, general and administrative expenses from current year acquisitions. Adjusted EBITDA increased by $15.6 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to an increase in gross profit from current and prior year acquisitions, partially offset by an increase in selling, general and administrative expenses from current and prior year acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity refers to our ability to generate sufficient cash flows to meet the cash requirements of our business operations, including working capital needs, capital expenditures, debt service, acquisitions and other commitments. Our principal sources of liquidity have been cash provided by operating activities, cash on hand and amounts available under our revolving loans.
For the six months ended June 30, 2026, net cash provided by operating activities totaled $44.7 million and as of June 30, 2026, cash and cash equivalents totaled $54.0 million. We believe that our cash flows from operations and cash on hand, and available borrowing capacity under our existing credit facilities (as described below) will be adequate to meet our liquidity requirements for at least the 12 months following the date of this Quarterly Report on Form 10-Q. Our future capital requirements will depend on several factors, including future acquisitions and investments in our manufacturing facilities and equipment. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us, if at all.
Debt
As of June 30, 2026 and December 31, 2025, we had $374.3 million and $307.3 million in outstanding debt, net of debt discounts and debt issuance costs, respectively, primarily related to the term loan facilities.
2024 Credit Agreement
On December 20, 2024 (the “2024 Credit Agreement Closing Date”), the Company refinanced its existing credit facilities and entered into an Amended and Restated Credit Agreement (the “2024 Credit Agreement”), whereby Safariland, LLC, as borrower (the “2024 Borrower”), the Company, and certain domestic subsidiaries of the 2024 Borrower, as guarantors (the “2024 Guarantors”), closed on and received funding under the 2024 Credit Agreement with PNC, as administrative agent, swingline lender, and issuing lender, along with several other lenders (collectively, the “2024 Lenders”). The 2024 Credit Agreement amends and restates the 2021 Credit Agreement in its entirety.
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
Pursuant to the 2024 Credit Agreement, the 2024 Borrower (i) borrowed $225.0 million under a term loan facility (the “2024 Term Loans”), (ii) may borrow up to $175.0 million under a revolving credit facility (the “2024 Revolving Loan”), including up to $30.0 million for letters of credit and up to $10.0 million for swingline loans, (iii) may borrow up to $115.0 million under a delayed draw term loan A-1 facility (the “DDTL A-1 Facility”) available through June 20, 2025, and (iv) may borrow up to $75.0 million under a delayed draw term loan A-2 facility (the “DDTL A-2 Facility”) available through June 20, 2026. Each of these facilities matures on December 20, 2029. The proceeds of the 2024 Term Loans were used to refinance the outstanding term loans under the 2021 Credit Agreement and to pay fees and expenses incurred in connection with entering into the 2024 Credit Agreement. The 2024 Credit Agreement also permits the 2024 Borrower, subject to certain requirements, to arrange with lenders for an aggregate of $100.0 million (or more if certain leverage ratios are met) of additional revolving and/or term loan commitments (both of which are currently uncommitted).
The 2024 Borrower may elect to have borrowings under the 2024 Credit Agreement bear interest at either (i) a base rate plus an applicable margin ranging from 0.50% to 1.50% per annum or (ii) a term SOFR rate plus an applicable margin ranging from 1.50% to 2.50% per annum, in each case based on the Company’s consolidated total net leverage ratio. The 2024 Borrower is also required to pay a commitment fee on the unused portion of the 2024 Revolving Loan, the DDTL A-1 Facility, and the DDTL A-2 Facility, ranging from 0.175% to 0.25% per annum, based on the Company’s consolidated total net leverage ratio.
The 2024 Term Loans require scheduled quarterly principal payments of 1.25% of the original aggregate principal amount, beginning March 31, 2025, with the balance due at maturity.
The 2024 Credit Agreement is guaranteed, jointly and severally, by the 2024 Guarantors and, subject to certain exceptions, secured by a first-priority security interest in substantially all of the assets of the 2024 Borrower and the 2024 Guarantors pursuant to an Amended and Restated Security and Pledge Agreement and an Amended and Restated Guaranty and Suretyship Agreement, each dated as of the 2024 Credit Agreement Closing Date.
The 2024 Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the 2024 Borrower or any 2024 Guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, dispositions, and mandatory prepayments in connection with certain liquidity events. Additionally, the 2024 Credit Agreement contains certain restrictive debt covenants, which require us to: (i) maintain a minimum fixed charge coverage ratio of 1.25 to 1.00, starting with the quarter ended December 31, 2024, which is to be determined for each quarter end on a trailing four quarter basis and (ii) maintain a quarterly maximum consolidated total net leverage ratio of 4.00 to 1.00 from the quarter ended December 31, 2024 until the quarter ended March 31, 2026, and thereafter 3.50 to 1.00, which is in each case to be determined on a trailing four quarter basis; provided that under certain circumstances and subject to certain limitations, in the event of a material acquisition, we may temporarily increase the consolidated total net leverage ratio by up to 0.50 to 1.00 for four fiscal quarters following such acquisition, subject to a maximum consolidated total net leverage ratio of 4.00 to 1.00. Furthermore, the 2024 Credit Agreement also includes customary events of default, including non-payment of principal, interest, or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payments on other material indebtedness, bankruptcy and insolvency events, material judgments, and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the 2024 Credit Agreement may be accelerated, and the Lenders could foreclose on their security interests in the assets of the 2024 Borrower and the Guarantors. As of July 31, 2026, there were no amounts outstanding under the 2024 Revolving Loan.
The foregoing description of the 2024 Credit Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 23, 2024, and is incorporated herein by reference as though fully set forth herein.
In April 2025, in connection with the Zircaloy acquisition, the Company drew $97.5 million of the $115.0 million available under the DDTL- A-1 Facility. In June 2026, the Company drew $75.0 million under the DDTL-A-2 Facility. The DDTL-A-1 and DDTL-A-2 facilities have the same terms and conditions as the 2024 Term Loan, including such items as interest rate, quarterly amortization payment requirements, and maturity date.
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
There were no amounts outstanding under the 2024 Revolving Loan as of June 30, 2026 and December 31, 2025, respectively.
Canadian Credit Facility
On July 23, 2026, Med-Eng Holdings ULC, Pacific Safety Products Inc., ICOR Technology Inc. and TYR Tactical Canada ULC, the Company’s Canadian subsidiaries, as borrowers (the “Canadian Borrowers”), and Safariland, LLC, as guarantor (the “Canadian Guarantor”), closed on a line of credit pursuant to an Amended and Restated Loan Agreement (the “Canadian Loan Agreement”) and an Amended and Restated Revolving Line of Credit Note (the “Note”) with PNC Bank Canada Branch (“PNC Canada”), as lender pursuant to which the Canadian Borrowers may borrow up to CDN$20.0 million under a revolving line of credit (including up to CDN$6.0 million for letters of credit) (the “Revolving Canadian Loan”). The Revolving Canadian Loan matures on December 20, 2029. The Canadian Loan Agreement is guaranteed by the Canadian Guarantor pursuant to an Amended and Restated Guaranty and Suretyship Agreement. The Canadian Loan Agreement amends and restates the prior Canadian loan agreement, which was entered into on October 14, 2021, in its entirety.
The Canadian Borrowers may elect to have borrowings either in United States dollars or Canadian dollars under the Canadian Loan Agreement, which will bear interest, in the case of borrowings in United States dollars, at a base rate, daily SOFR or term SOFR, in each case, plus an applicable margin, and, in the case of borrowings in Canadian dollars, at a Canadian Prime Rate (as announced from time to time by PNC Canada) or the daily Canadian Overnight Repo Rate Average (“CORRA”) as determined from time to time by the Bank of Canada (or any successor administrator of CORRA). The applicable margin for these borrowings will range, based on the Company’s consolidated total net leverage ratio, from 0.50% to 1.50% per annum, in the case of base rate borrowings and Canadian Prime Rate borrowings, and 1.50% to 2.50% per annum, in the case of daily SOFR borrowings, term SOFR borrowings and CORRA borrowings. The Canadian Loan Agreement also requires the Canadian Borrowers to pay an unused line fee on the unused portion of the loan commitments in an amount ranging between 0.175% and 0.25% per annum, based upon the level of the Company’s consolidated total net leverage ratio.
There were no amounts outstanding under the Revolving Canadian Loan as of June 30, 2026 and December 31, 2025.
The Canadian Loan Agreement also contains customary representations and warranties, and affirmative and negative covenants, including, among others, limitations on additional indebtedness, entry into new lines of business, entry into guarantee agreements, making of any loans or advances to, or investments in, any other person, restrictions on liens on the assets of the Canadian Borrowers and mergers, transfers of assets and acquisitions. The Canadian Loan Agreement and Note also contain customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other indebtedness, bankruptcy and insolvency events, judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Canadian Loan Agreement may be accelerated. As of July 31, 2026, there were no amounts outstanding under the Revolving Canadian Loan.
The foregoing descriptions of the Canadian Loan Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Canadian Loan Agreement and the Note, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to our Current Report on Form 8-K filed on July 29, 2026, and are incorporated herein by reference as though fully set forth herein.
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
Cash Flows
The following table presents a summary of our cash flows for the periods indicated:
Six Months Ended June 30,
(in thousands) 2026 2025
Net cash provided by operating activities $ 44,652 $ 19,979
Net cash used in investing activities (169,986) (92,317)
Net cash provided by financing activities 57,282 82,943
Effects 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
Net cash provided by operating activities
During the six months ended June 30, 2026, net cash provided by operating activities of $44.7 million resulted primarily from net income of $13.4 million, add-backs to net income of $11.9 million for depreciation and amortization, $4.9 million for amortization of inventory step-up, $4.9 million for stock-based compensation, $5.9 million for remeasurement of contingent consideration, and $5.6 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by an increase in accounts receivable of $7.3 million, an increase in inventories of $8.3 million and an increase in accounts payable and other liabilities of $24.7 million.
During the six months ended June 30, 2025, net cash provided by operating activities of $20.0 million resulted primarily from net income of $21.5 million, add-backs to net income of a $8.5 million for depreciation and amortization, and $4.4 million for stock-based compensation, primarily offset by deductions to net income of $3.5 million for unrealized foreign currency transaction gains and $13.4 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts receivable of $10.4 million, an increase in inventories of $11.3 million and a decrease in accounts payable and other liabilities of $15.8 million.
Net cash used in investing activities
During the three months ended June 30, 2026, we used $170.0 million of cash in investing activities, consisting of $153.6 million for the acquisition of TYR, $10.3 million for the acquisition of Alien Gear, and $6.1 million for the purchase of property and equipment.
During the six months ended June 30, 2025, we used $92.3 million of cash in investing activities, primarily consisting of $89.6 million for the acquisition of Zircaloy.
Net cash provided by financing activities
During the three months ended June 30, 2026, net cash provided by financing activities of $57.3 million resulted primarily from proceeds from term debt of $75.0 million, partially offset by principal payments on term loans of $8.1 million and dividends distributed of $8.6 million.
During the six months ended June 30, 2025, net cash provided by financing activities of $82.9 million resulted primarily from proceeds from term loans of $97.5 million, partially offset by principal payments on term loans of $5.7 million and dividends distributed of $7.7 million.
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
Contractual Obligations
Our long-term contractual obligations generally include our debt and related interest payments and operating and finance lease payments for our property and equipment, and are expected to be funded from cash-on-hand, cash from operations and availability under our existing credit facilities. There were no significant changes to our contractual obligations from those disclosed in the Quarterly Report on Form 10-Q for the three months ended March 31, 2026, other than for the following obligations:
Less than More than
(in thousands) Total 1 year 1-3 Years 3-5 Years 5 Years
Debt(1) $ 375,956 $ 20,012 $ 39,818 $ 316,126 $ —
Interest on debt(2) $ 68,112 $ 20,919 $ 38,743 $ 8,450 $ —
(1) Includes scheduled cash principal payments on our debt, excluding interest, original issuance discount and debt issuance costs.
(2) Includes the effect of our interest rate swap and assumes (a) one-month SOFR rate in effect as of June 30, 2026; (b) applicable margins remain constant; (c) only mandatory debt repayments are made; and (d) no refinancing occurs at debt maturity.
Off-Balance Sheet Arrangements
We do not engage in off-balance sheet financing arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES
Our condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. Preparation of the financial statements requires us to make judgments, estimates and assumptions that impact the reported amount of net sales and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when the estimate or assumption is complex in nature or requires a high degree of judgment and when the use of different judgments, estimates and assumptions could have a material impact on our condensed consolidated financial statements. While our significant accounting policies are described in more detail in notes in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
There have been no significant changes to our critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Adopted and Issued Accounting Pronouncements
Recently issued and adopted accounting pronouncements are described in notes to our audited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Emerging Growth Company
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation and an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or golden parachute arrangements.
In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging
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CADRE HOLDINGS, INC.
MANAGEMENT DISCUSSION AND ANALYSIS
(in thousands, except share and per share amounts)
growth companies. Therefore, our condensed consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates. We will cease to be an emerging growth company no later than December 31, 2026, the last day of the fiscal year in which the fifth anniversary of our initial public offering occurs. Following that date, we will no longer be entitled to rely on the reduced disclosure and other accommodations available to emerging growth companies.