Good afternoon, and welcome to the Cadre Holdings First Quarter ended March 31, 2022 Conference Call. Today’s conference is being recorded, and all lines have been placed on mute. [Operator Instructions] At this time, I would like to turn the conference over to Matt Berkowitz of the IGB Group for introductions and the reading of the safe harbor statement. Please go ahead, sir.

Thank you, and welcome to Cadre Holdings First Quarter 2022 Conference Call. Before we begin, I would like to remind everyone that during today’s call, we will be making several forward-looking statements, and we make these statements under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our best estimate assumption based on our understanding and information to us today. Forward-looking statements are subject to the risks and uncertainties that face Cadre and the industries and markets in which we operate. More information on potential factors that could affect Cadre’s financial results is included from time to time in Cadre’s public reports filed with the Securities and Exchange Commission. Please also note that we have posted presentation materials on our website at www.cadre-holdings.com, but supplement our comments this evening and include a reconciliation of certain non-GAAP financial measures. I would like to remind everyone that this call will be available for replay through May 26, 2022, starting at 8 p.m. Eastern Time tonight. A webcast replay will also be available via the link provided in today’s press release as well as on Cadre website. At this time, I’d like to turn the call over to Cadre’s Chairman and CEO, Warren Kanders.

Thank you very much, and good afternoon. Thank you for joining Cadre’s Earnings Call to discuss our results for the first quarter of 2022. I’m joined today by our President, Brad Williams; and CFO, Blaine Browers. Following a year of record net sales and adjusted EBITDA that also included the successful completion of our IPO, we continue to position Cadre to create long-term shareholder value. We have now completed 2 accretive acquisitions since our November 2021 IPO that further expand Cadre’s international presence and add multiple growth avenues. We are incredibly proud that in a short period of time as a public company, we have made considerable progress delivering on the M&A strategy we laid out to our investors. We remain excited about both our long-term and near-term outlook and have increased our 2022 guidance. This is reflective of our success accelerating growth through acquisitions as well as our team’s strong execution in a challenging macro environment. Brad, over to you.

Thank you, Warren. You’ll see on Slide 4 that on today’s call, we’ll provide a quarterly update and business overview, including a review of our most recent acquisition and M&A strategy and cover our financial performance and 2022 outlook followed by a Q&A session. First, turning to Slide 5. I’ll discuss our strong execution in the first quarter as we continue to capitalize on the attractive long-term tailwinds and recurring demand drivers in our entrenched mission-critical first responder markets. Against the backdrop of ongoing supply chain disruptions and inflationary pressures, we delivered on our strategic objectives. During the first quarter, we significantly exceeded our 1% pricing growth target above material inflation. We believe this pricing power is a direct reflection of the performance and engineering that goes into our mission-critical products, which has enabled us to maintain a premium price point in a challenging operating environment. While we continue to watch macro developments related to price, material inflation and supply chain constraints, we expect that unparalleled reputation of our trusted brands will enable us to command pricing power going forward. Our low CapEx model was evident in the quarter as we generated a strong EBITDA conversion of 92%, consistent with our guidance. In terms of our product portfolio mix, as we indicated last quarter, we anticipate a more favorable mix in the second half of the year. During Q1, volumes in the higher-margin duty gear and EOD product categories were down. offset by growth in the Distribution segment. From an operational perspective, we continue to benefit from our entrenched positions as demand for our trusted brands remain strong within law enforcement, first responder and military markets. Our orders backlog as of March 31, which we believe is an effective forward-looking indicator of potential sales increased $3.3 million from the end…

Thank you, Brad. We’re on Slide 8, the key M&A criteria slide. I’ll begin my remarks by expanding on Brad’s comment about our M&A strategy. Over the course of our history, Ward and the team have demonstrated a long track record of value creation by acquiring, integrating and optimizing asset-light businesses with high free cash flow models. As we have mentioned previously, we take a very targeted approach focused on 3 buckets. First, geographic expansion and expanding core products in new markets; second, introducing new products in existing core markets; and third, expanding our portfolio of safety products outside of our current law enforcement and military markets, into attractive adjacencies within the safety and survivability landscape. In evaluating potential acquisitions, we favor businesses with a leading market position that have a leading and defensible technology and strong brand recognition. In addition, it is critical that a target business has a recurring revenue profile, high cash generation relative to EBITDA is asset light and has an attractive return on invested capital. Following the acquisition of Cyalume, which I will discuss in a moment, we are currently in the process of actively evaluating other compelling opportunities. In terms of M&A valuations, we expect that in this environment, we could see multiples compress. Moving to Slide 9. In line with this criteria that I just outlined, we recently completed the acquisition of Cyalume the leading supplier of chemical illumination solutions to U.S. and NATO military forces among other commercial markets. The purchase price of the acquisition was $35 million, subject to customary adjustments for net working capital, transaction expenses and indebtedness and was funded through withdrawal on our existing credit facilities. The business is expected to generate approximately $25 million in pro forma revenues for the calendar year ending December 31, 2022. Cyalume…

Thank you, Blaine. Before opening the call to questions, I note that the that following a record 2021, we remain on track to exceed those metrics in 2022 and as we continue to deliver on our strategic objectives in a challenging supply chain inflationary environment. In terms of core revenue growth, we believe that our leading and entrenched market positions across our three life-saving product categories, Body Armor, Duty gear and EOD, continue to provide compelling global growth opportunities. Complementing our focus on accelerating growth organically is our commitment to continuously improving gross margin, gross and adjusted EBITDA margins. We seek to achieve cost structure optimization to drive operating leverage and expect there is room to achieve further margin expansion going forward. Finally, we believe our strong acquisition track record and active and robust pipeline focused on both smaller add-ons and more transformational accretive opportunities positions us well to expand our product and technology offerings enter new markets and grow our geographic footprint. We’re extremely optimistic about our long-term prospects underpinned by this robust pipeline and the strong macro tailwinds driving demand and visibility for Cadre’s mission-critical products both domestically and internationally. With that, operator, please open up the lines for Q&A.

[Operator Instructions] Our first question will come from Daniel Imbro with Stephens. Please go ahead.

Blaine, I want to start on maybe the revenue outlook or Brad. I think in the release you guys called out 1Q, we were lapping a strong consumer demand from last year, some strong crowd control. Just curious, when do those comparisons begin to normalize through this year? And then related to the revenue outlook, you mentioned supply chain is improving, and you’re expecting that to improve in the back half I guess, are you already seeing that happen? Are you already hearing that supply throughput from your suppliers improving? Just trying to understand what underpins maybe that improvement you’re assuming in the back half.

Sure. So I guess on the first question, the comp becomes easier in the back half of this year. So if you kind of look at the first half of last year and second half, so as we kind of get in the back half, not only will the comps get easier, but the results will look more like the first half of last year. So it’s kind of a combination. It’s not just a comp issue. It’s really kind of the mix of the business that drives that margin around. And you got to remember, when we think about last year in the first half, consumer demand on the duty gear side, along with the large federal shipment. And we were still really kind of supplying law enforcement on the crowd control side through the first half as well. As we look forward, there’s a couple of things that we expect to happen. One is we do have some larger duty orders that will ship in the back half, which will kind of lift it as well as EOD being stronger in the back half. So -- and EOD, we talked about before, Daniel. We do have -- that’s one of the businesses or products that has more visibility than is typical in our business when it comes to kind of the run rate. So we’re still feeling very good about kind of the outlook for this year as kind of said in our guidance. And as we kind of mentioned the call previously, this is the results in Q1 and the first half of Q1 are kind of what we expected.

Got it. And then that’s helpful. I want to shift over to the Cyalume acquisition. It seems like a new product category for you guys. So maybe strategically, Brad, can you just discuss what the strategic synergies are? What do you bring to the table to accelerate their growth? What does that asset bring to you guys to help the existing Cadre business? And then I have a quick financial follow-up after that.

I think great question. So there’s a couple of things. One, as we’ve talked about a lot in the past, our operating model that we’ve implemented through the company, and we’ll continue to refine it and implement it broader is something that we feel like any company, no matter what the products are, we bring that to the table and a lot of backgrounds are in that area. So what that brings is operational excellence, not only from a manufacturing perspective but also within the transactional environment within any of these companies. So that’s the first thing that we’ve seen. The second synergy that we feel like will be a synergy for Cyalume but also potentially for our Safari land company. is around the commercial or the front end of the business, okay? So their customer base is heavily slanted to the military side of things. As you know, our EOD business and our Holster business is also slated to holsters and we feel like there’s an opportunity there for us to continue to leverage those relationships across the board, especially those accounts where they’re not buying Cyalume products and then also potentially where they’re not buying the Cadre brand of products. So those are the biggest two opportunities that we see within the company as we continue to dig and move forward.

That’s great. That’s helpful. And then just a financial one, Blaine. On the revenue guidance, I think you took up the guide about $10 million, but I hear you right, the Cyalume should add about $25 million of revenue this year. So I guess, if that is right, what softened in the core business from a few months ago that the full year guide is only going up 10%, if Cyalume is adding $25 million.

Yes. Thanks, Dan. So the first part is, it is very recent acquisition, so we won’t have a level of caution as we get more comfortable with the business and the outlook. In addition, as we mentioned in the back half, we do expect some larger orders. So we’re just being a little cautious on that outlook. And I think as we get through Q2, we’ll reevaluate our position, kind of how those orders look and tighten our guidance from there.

Our next question will come from Jeff Van Sinderen with B. Riley.

Wanted to -- if we could circle back to supply chain and then sort of the inflationary cost pressures -- if you could maybe just give us your latest sense on, I guess, where the slowness is? I know you mentioned -- I think you mentioned electronics or chips. Where it might be going forward where, I guess, where you think the risk might be in supply chain going forward? I know it’s tough to tell, but any other color on that? And then as you’re thinking about sort of the inflationary cost pressure environment, for the remainder of the year, do you think you need to raise prices more in certain areas? Or I guess, your thoughts on that? And then anything relevant to gross margin around that?

Yes. On the -- this is Brad. On the supply chain side of things, so the 2 areas we’re seeing it is in electronics. And keep in mind, it’s not a large percentage of our business when you look at electronics, it does relate to our bond suit side of things because of the electronics that are built into the helmets. And then also, the next biggest piece overall is our comps side of the business. So those are 2 areas that just like everyone else out in the marketplace that needs electronics and chips, it’s been -- our teams continue to fight every day to make sure that we’re part of that and the supply that’s being delivered. At this point, on the more important side of the business, which is EOD, we haven’t seen any major, major delays as we go forward, and we feel like our team has a good handle on the supply chain there. Now as we look outward-looking, an area that we continue to see potential in the supply chain in terms of kind of starts and stops as we go forward, has been on some raw materials, especially in the armor side of the business. We’re fortunate enough to say that so far, it’s not shutting any of our product lines down. We haven’t had any major issues in it. We’re just in a situation where you just have to stay on top of it and monitor it and work really, really closely with our partners. Luckily, we have some very, very good armor raw material partners that we’ve worked with for many, many years. And those relationships are extremely strong, and we’re very important to their business. So that’s really what we see as an outlook so far. I think.

Okay. Good to hear. And then I just wanted to circle back to -- I know we had spoken previously about the sensor program that you’re working on, I think you were competing on. I’m just wondering if there’s any update on that. That was the explosive sensors for military.

Yes. So on the sensor project, I would say, we’re continuing the R&D efforts with U.S. special forces. So that project continues. We are in the second phase of that project overall. As we reported last time, we’ve seen some delays in the project from the U.S. government side of things. And at this point, we’re just continuing to test the product with the customer base and get feedback on it. Another good sign on that project is we have seen additional demand for prototypes from Walter Reed which I think we mentioned at 1 point in time also. There was a request for 30-plus sensors for them so that they can evaluate and look at those also. So continue to have good interest in this area, continue to fare well in the testing process as we go forward, and we’ll continue to stay focused on it as it progresses with the U.S. special forces.

Our next question will come from Bert Subin from Stifel.

Brad, just had a clarification question on -- to your first question about the guidance. you won’t be adding the full $25 million, right? You’ll add some pro rate amount, which I think comes out to like 16%. So if we’re thinking about the change in guidance relative to the first quarter, that would just be sort of like $6 million lower at the midpoint. Is that math approximately right?

Correct. The 25% is on a full year basis. And obviously, we didn’t just close. So I think you got it.

Okay. All right. And then, Brad, as for my follow-up, you mentioned the police shortage. It’s sort of a weird dilemma because police budgets are getting funded. But there’s issues getting police officers to actually either stay on the force or join the force. Do you have any visibility into what’s going on there? Is there any commentary you can provide about what you’re seeing in terms of the police shortage, whether it’s getting better or worse?

Yes. So I guess the first thing is there’s no objective data around that. So there’s not a database across the U.S. that looks at the details of headcount by agency and how open positions and hiring and fill rates and that side of things. Believe me, we’ve scoured around, we’ve talked, we’ve asked -- so the way for us to get that information is a couple of ways from our third-party distributors that we have in the U.S. marketplace in discussions, the second areas within our company-owned distributors up the East Coast. And then the third way is with our sales force that we have that work with end customers. So most of the feedback we get is just having those discussions, how they’re doing with hiring, et cetera. And it’s a mixed bag across the country. You’ll find agencies that are doing well. that small, medium and large agencies and you’ll find other agencies that are struggling with that hiring process. Some have tried things and we’ll continue to try like signing bonuses to attract talent into the profession. Some are actually attracting talent from state to state, which doesn’t help the overall headcount increase in the U.S. So that’s about the visibility that we have overall. And then on top of that, we have the order backlog that we talked about a little while ago. When you look at the due to gear side of things, you look at our Armor portion in the U.S., we continue to -- we’re seeing some good run rates there, which is also a good sign that they’re continuing to move forward with it, but we don’t have visibility to the exact number of headcount that they’re missing.

Can you give any, I guess, additional information in terms of -- I understand you probably not going to break this up too much, but it sounds like you’re pricing above inflation, and so pricing has been good, but volumes have been a little impaired likely as a result of that shortage. Is that fair?

Yes, so I think if you’re talking to a number of openings versus kind of what we’re selling, I think that’s accurate, Bert, that if we kind of flipped the switch today and said we’re going to get fully higher in the next 6 months, that would drive volume, but it’s not impairing our ability to fulfill kind of -- there’s nothing in pairing our ability to fulfill current volume, if that makes sense. Perfect. And pricing has been good. As we kind of mentioned, we have that target of 1% price above material inflation. Very happy with the Q1 results. It’s something we’re obviously watching very closely as the year goes on, right? We’re all getting -- we’re all seeing even as consumers right sitting across the board, and we’ll continue to work to stay ahead of that as we go forward.

Got it. And I appreciate the questions just 1 final one. Are you seeing any sort of improvement, let’s say, in European sales as a result of what’s going on with Russia, Ukraine? I know 90 days ago, you sort of mentioned that it was a little early to tell. It could be an opportunity perhaps on holsters and Body Armor. Just curious if anything has changed there.

Yes. Thanks, Bert. Nothing significant. We have done some orders countries in Eastern Europe, but nothing significant that moves the needle for the whole company. Really kind of what we’ve seen the primarily armorfulfillment for destined for Ukraine and the countries around Ukraine has really kind of focused on the low-cost providers, right? And that’s just not where we play, and we can’t compete successfully with those low-cost providers. Some of the same reasons we’ve talked about the decision the intentional decision not to play in the U.S. military space. Our product is light, comfortable semi-custom fitted for the individuals, and that’s not what they’re looking for. They’re looking for as much as they can get now. Now what we do believe, and we’ve seen inquiries is a little bit longer term, and that’s dealing with the aftermath. So as -- or as or if the conflict deescalates, and you’ve seen some of the stories, there’s unexploded munitions there’s mines that have to be dismantled and we have working closely with the governments there in Eastern Europe on EOD solutions to solve that. And kind of reminding you guys that the EOD product is leading supplier in that market. So we believe we’re very well positioned to capitalize that when the demand comes.

Our next question will come from Matt Koranda with ROTH Capital.

Maybe just spinning back to the guidance and sort of the core trim that you did there, it sounds like about $6 million to $7 million. Just wanted to clarify, it sounded like plan you were talking about some larger orders in the second half that may be a bit more in question whether they slip out, and that was the rationale for the trend. But could you just maybe provide a little more commentary around the product category that, that was in -- and would those slip due to customer delays and just program challenges? Or is it more related to supply chain?

Yes. So it’s specifically on the duty year side, and it’s -- I want to be clear, it’s a slip, not a miss. The order was expected to be kind of middle of the year, it’s kind of moved out a little bit. And so it’s a question of kind of whether we get the order in time to get it through this year or it falls into early next year. In addition, right, there’s just closed on style, and we want to be cautious in the outlook. We have to do some evaluations, kind of look at the business closely and get some over comfort around it. And that’s part of the reason for us to have a little more cautious approach at this point.

Very helpful. And then I wanted to also address the longer-term sales opportunity you can see, and it was helpful to hear the explanation around EOD being potentially an opportunity around the Ukraine Russia conflict. Curious if you guys have any way of quantifying the potential opportunity there. And then timing-wise, I know it’s pretty uncertain, obviously, just given that’s out of your control. But -- are we talking something that’s going to be more impactful if things settle down in the near term here to 2023? Or is it even further out potentially into ‘24?

I think it’s really, Matt, how the conflict continues to progress, right? And whether it moves to that phase that Blaine mentioned, which is more about the mining side of things, and we do have the mining suits that we drive demand for it or full bomb suits overall. So I think it’s really hard for us to tell around that timing side of things. What we can share is from a Ukraine perspective, that is a current -- they are a current customer today in terms of our EOD suits, and we have been approached for them so far asking questions and dialoguing with us around EOD so that timing is not clear at this point, but likely it would be a couple of phases as things progress. SP-17.

Okay. Great. Just last 1 for me. we haven’t talked a lot about RADAR. Just curious if maybe you guys would be open to breaking out sort of the revenue contribution from RADAR in the first quarter. And then now that you’ve had as part of the operations for the better part of the last 4 months, where are you seeing opportunity for commercial synergies, cost synergies. Maybe just speak to sort of some of the opportunities you’re seeing on a go-forward basis there?

Yes. What we’ve seen so far in terms of the opportunities with RADAR is on supply chain and then also in localization. And what we mean by localization are Safari land branded holsters that are manufactured in Mexico and the U.S. that we sell predominantly to the international market and gives us that ability to have a local footprint in Italy in Europe so that we can manufacture there. So all of our focus so far to date has been in that process of evaluating the supply chains looking for those leverage points. And also we’ve had a team working on the initial higher-volume holsters and accessories that fall into the category I just talked about and working through that manufacturing and transition process with the Italian facility. We have produced a handful of holsters and accessories as initial prototypes and runoffs. We are a company that’s extremely careful around quality as you transition things like that. So we have to make sure that we get the Italian team up to speed with the differences in the Safari land branded Holster products and the technology versus the radar side of things. So those are the big opportunities. Those are areas that we’re focused on most -- and then the next one is around in terms of tenders that we get internationally, of course, now we have 2 brands that we’re able to answer tenders with the RADAR brand and also the Safari Land brand. And we’ve made sure as we answer those, we’re positioning the pricing in the appropriate fashion positioning those 2 brands in there so that if we win those, we’re happy if we win with the RADAR brand, and we’re happy if we win with the Safari Land brand.

Our next question will come from Mark Smith with Lake Street Capital Markets.

Just want to circle back to the guidance just a little bit, but look at the EBITDA. Can you guys talk at all about EBITDA contribution from the Cyalume acquisition?

Yes. So Cyalume on a full year basis will be accretive to overall EBITDA rate and you kind of have the revenue. So I think you can kind of back into it there. I think kind of note of caution as we kind of mentioned, we have to do a full kind of post-close evaluation of the business, and that includes kind of top to bottom from a restore standpoint as well as kind of where the business and where we spend our time with them. So we’re kind of holding out if you’re familiar with 80/20. One of the goals that is really to evaluate the business differently and kind of understand where those pools of profitability and effort are and make sure you’re aligning our resources there appropriately. So yes, that’s one thing we do with all our businesses, routinely just as we kind of enter markets, evaluate how we’re doing in those markets and if it’s a worthwhile long-term play.

And I would just add to that. The other thing that we haven’t mentioned, we talked about some of the synergistic opportunities with Cyalume, one of the things we haven’t addressed is we feel like that through the diligence process, it is a fairly lean organization overall especially on the front-end selling part of the organization. And as we went through that diligence process, we’ve evaluated, and we’ll begin to work through that now, which is where we’re going to have to invest in, especially on the front end side of things so that we can continue to work through growing that business.

Okay. And then just an odd modeling one. Just stock-based comp was up a lot. Can you just walk through any puts and takes there and -- or maybe your outlook for the remainder of the year on stock-based count?

Yes. So -- so we think for the full year stock-based comp would be around $33 million -- right around $34 million. That includes that LTIP portion, which is a cash award that the company decided to settle in stock here in Q1 that was pre-IPO. The out years drops dramatically, a good portion of the stock comp in Q1 was related to the Phantom plan that’s been in our S-1 as well as our K. So you kind of go forward, maybe just to kind of answer, Mark, I mean, 2023, rates obviously early at this point, but we expect it to drop to more like 10% and then continue to decline as it falls off on the Phantom Plan.

Perfect. And then last 1 for me, just a big picture question. I’m just curious, if we see countries move into NATO, does that make any impact on selling opportunities. For instance, if we look at Finland, is there any difference today in selling opportunity into Finland versus if it was an official NATO member.

Yes. I mean it’s -- we don’t know. I mean there’s that potential there. For example, if Finland ends up joining -- and it depends on the product categories. When you look at EOD, for example, we’ve talked about our share of EOD globally, especially in developed countries. And then we’ve also talked about our opportunity in terms of especially holsters in the European side of things. So we’ll just have to as we go forward whether they’re NATO or not, I can tell you our goal is to continue to work those accounts and those -- that customer base where we don’t have the share within these major product categories.

Thanks. And that will conclude today’s question-and-answer session. I would now like to turn the call back over to Brad Williams for closing remarks.

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

And that will conclude today’s conference. Thank you for your participation, and you may now disconnect.