Good morning and welcome to Cadre Holdings Fourth Quarter of 2024 Conference Call. Today's call is being recorded. 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 today's conference call to discuss Cadre's fourth quarter and full year results. Before we begin, I'd like to remind everyone that during today's call, we'll be making several forward-looking statements and we make these statements under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our best estimates and assumptions based on our understanding of information known to us today. These forward-looking statements are subject to the risks and uncertainties that face Cadre and the industries and markets in which we operate. More information on potential factors that could affect Cadre's financial results is included from time-to-time in Cadre's public reports filed with the Securities and Exchange Commission. Please also note that we have posted presentation materials on our website at www.cadre-holdings.com, which supplement our comments this morning and include a reconciliation of certain non-GAAP financial measures. I'd like to remind everyone that this call will be available for replay through March 26, 2025, the webcast replay will also be available via the link provided in yesterday's press release as well as on Cadre's website. At this time, I would like to turn the call over to Cadre's Chairman and CEO, Warren Kanders.

Good morning and thank you for joining Cadre's fourth quarter earnings call. I'm joined today by our President, Brad Williams; and Chief Financial Officer, Blaine Browers. We are pleased to have reported strong fourth quarter and full year results, reflective of Cadre's outstanding strategic execution and positive demand trends across our law enforcement, first responder, military, and nuclear markets. Results were in line with our full year 2024 guidance driven by an exceptional fourth quarter, during which Cadre achieved record quarterly revenue, gross margin, adjusted EBITDA, and adjusted EBITDA margin. Full year revenue grew 18% and adjusted EBITDA grew 22%, resulting in year-over-year adjusted EBITDA margin improvement of 70 basis points. The effectiveness of our operating model and resilience of our businesses were again evident in these strong financials. Since our IPO, Cadre has had great success executing against our strategic plan and delivering on our commitment to building value for customers and shareholders alike. Mergers and acquisitions has been a key tenet of this strategy and I'm particularly happy about the recent progress we have made on our M&A program to begin the year. In January, we announced an agreement to acquire the Engineering Division from Carr's Group, which includes multiple best-in-class brands at the forefront of Nuclear Safety. Assisted with our track record of building value, we view this acquisition as a critical next step in scaling the nuclear safety vertical we established in early 2024. We continue to believe in the consistent growth profile of the nuclear sector, underpinned by complex and evolving industry needs and macro tailwinds that have only grown stronger. Importantly, the acquisition expands our international footprint and grows our addressable market with entry into new nuclear areas like automation, robotics and nuclear medicine. The brands we have agreed to acquire are complementary to…

Thank you, Warren. On today's call, Blaine and I will provide a Q4 update and business overview including recent trends, financial performance, and 2025 guidance, followed by a Q&A session. We'll begin on Slide 5. 2024 marked another record year and we are incredibly proud of our success leveraging the Cadre operating model to drive constant operational improvements. We entered the fourth quarter with a significant backlog, recognizing there was a major challenge in front of us to achieve our full-year guidance. Our teams executed extremely well, ultimately helping us deliver our best quarter as a public company in Q4. I'll speak on some of the factors driving uncertainty in the market in 2025, but overall, Cadre continues to benefit from the innovative product offering, premium brands and leading market positions that enable us to capitalize on strong and recurring demand for our mission critical safety equipment. Our mix in the fourth quarter was positive, driven by higher Duty Gear volume. Orders backlog ended the quarter flat versus the prior year, primarily due to an increase of $27 million from recent acquisitions offset by EOD and Armor projects that shipped in 2024. Importantly, we've also delivered on strategic objectives related to M&A and the year to date as Warren mentioned. The acquisition of the Engineering Division from Carr's Group accomplishes multiple key objectives for Cadre. These include added scale to our nuclear vertical, a larger international footprint and an expanded nuclear TAM with entry into exciting new areas like automation, robotics and nuclear medicine. Blaine will discuss additional highlights in a moment as well as outline other M&A priorities moving forward. It's important to underline with our low CapEx model, we continue to generate strong free cash flow, enabling the company to support core organic growth and M&A objectives, while…

Thanks, Brad. I'll turn to guidance shortly, but we'll kick off my comments with a review of our M&A strategy. As Warren and Brad mentioned, we've begun 2025 with positive momentum in regard to M&A, having announced an agreement to acquire the Engineering Division from Carr's Group in January. I'll recap the transaction highlights on Slide 9. When we established our position in the nuclear market last year, acquiring Alpha Safety, we saw a path forward for significant built-in growth as well as attractive opportunities for additional M&A in the space. Consistent with this approach, we've identified the Engineering Division as our top nuclear target and are very pleased to have reached an agreement to add these industry-leading brands to our portfolio. They include Walischmiller, CarrsMSM, Bendalls Engineering, NW Total Engineered Solutions, and NuVision Engineering, all of which are highly complementary to Cadre's existing nuclear safety business. In combination with our current expertise in the material handling, manufacturing, and radiation protection, we believe the new division's cutting-edge technology, particularly in remote handling and robotics, uniquely positions Cadre to deliver unparalleled capabilities to a global customer base. The Engineering Division brings geographic scale by having 80% of revenue outside the US. Products make up over 95% of the revenue split with the remaining 5% being services. These businesses generated revenues of approximately GBP51 million for the fiscal year ended August 31, 2024, with margins that are within the range of what we look for in a target acquisition. Moving forward, we expect to leverage our operating model to achieve exceptional results as we begin integration following the expected close during the second quarter, after we receive final regulatory approval. This transaction represents an important next step in scaling our nuclear products category and we anticipate additional opportunities to augment growth through…

Thank you, Blaine. In closing, while there's significant uncertainty in the market, we continue to follow our roadmap for profitable growth, capitalizing on the strong market demand for Cadre's best-in-class mission-critical safety equipment. Our ability to deliver innovative solutions to our customers remains a key driver of our success and we believe we remain well-positioned to sustain this momentum. Beyond our core organic growth initiatives, we are actively evaluating compelling M&A opportunities that align with our selective key criteria as Blaine outlined. We're excited to continue to deliver on our strategic objectives and enhance our market leadership over the long-term. With that operator, please open up the lines for Q&A.

[Operator Instructions] Your first question comes from the line of Larry Solow with CJS Securities. Please go ahead.

Great. Good morning. Congrats on a good quarter, that might get lost in the shelf a little bit, but good operating leverage there. So I guess, Brad, just on the guidance, I know you mentioned, it's wider than normal at the high end of the range. Still seems a little bit less than we would have thought with some of the rollover from the cybersecurity breach benefiting this year. Are you still even at the high end, assuming that there's some impact from the uncertainty in the government spending?

Yes, on the high end, Larry, that puts us up at that 5% organic, which is, it was kind of right where we communicated. We did have some rollover from 2024, but not a significant amount. The teams did a really fantastic job executing on Q4, and were able to ship quite a bit in that quarter and really deliver to our customers. So it's not as significant as we initially thought back in October, November.

Right. And the impact, is it obviously about 20% just from a high level of your revenue goes directly into -- from federal government, but greater than 50% is from state. Is there -- is this a -- you're concerned more at the federal level and it sounds like it's more just the rhythm of orders and the transaction processes, you don't feel like there's any mid-term or longer term reduction in demand or excess pricing that may get impacted or anything around those areas?

No, Larry, that's. So we can't, we think of it this way. So there's the underlying business setting aside any, anything that's going on today with DOGE and downsizing the US Government, et cetera. So if you set that aside for a second, there's no change in the underlying sentiment around law enforcement and our military protective products and what we've seen over the long-term. The same on nuclear. I'm at the Waste Management Symposium show this week, which is one of the biggest nuclear shows and just being on the ground here continuing to listen to customers here and folks that are in the industry. Same thing on the nuclear side. In fact, the World Nuclear, Nuclear News put out a recent article that talks about the tech giants that are really pledging support of a goal of at least tripling global nuclear capacity by 2050 and that's companies like Amazon, Google, Meta. So we look at multiple demand drivers there and we think things are definitely solid. So now let's move over to what's going on with the government side. You mentioned, about 20% of the business breaks down that way, that would be the area that we think it's more of a, I termed it a rhythm offset. So as you know, folks are either being shifted around or losing their jobs, et cetera, that could affect transactionally things that typically we would see being processed a lot faster. We actually saw this during COVID. During and after COVID, where it took the government quite a while to get their legs under them around who's doing sign offs, who's cutting POS and things like that. So we look at it as more of a rhythm offset than anything at the moment.

Okay. And then just the tariffs, I appreciate that the line in the sand like giving us a little bit of a number potential impact, and clearly, it's a big moving target, and I guess, countermeasures can't really -- you can't start doing those until you know that tariff -- will tariffs where actually be. But curious, you said, it would lag three months from when you start. In fact, putting measures in, if you had to, but that sounds like, if you had to and if you had more clarity on what tariffs were going to be, you could actually move relatively fast, at least on some of that to knock off some of that potential impact, is that kind of fair to say?

Yes, absolutely fair to say. I think, for those that know us and close to us, we're a group of folks that execute right. We execute extremely well and we've shown that we've got a track record of it. So even though there's not significant clarity, there's some timing clarity in front of us. There's not been great definition around, quote unquote, the word tariffs, there's a lot of details behind the scenes that go along with that. As that's being figured out, that doesn't mean we've frozen and we're just sitting around waiting for that to happen. So we've done our work and we started that work at the beginning of the year. So we'll be doing everything that and anything that everybody else or most companies in the world are going to be looking at and doing. So we've got everything from, I would call, realistic price type opportunities that we'll take -- we've already taken a look at, all the way through like we did in COVID, where we've got 20 some facilities around the world, so it gives us an opportunity to potentially ship product lines around some facilities as needed. And then we have some outstanding partners that we've been working with also seeing what happened through COVID at times, and it gives us that ability to be as flexible as possible and so we're working on everything from A to Z, even things like accelerating productivity. So that we can make sure that we offset any kind of tariffs that we do end up experiencing, so.

Got it. Great. I appreciate all that color. Thanks.

Your next question comes from the line of Jeff Van Sinderen with B. Riley Securities. Please go ahead.

Good morning, everyone. Just wanted to ask you a little bit more about, what's baked into your guidance for the year. Realize there's some uncertainty there, but just considering the recent acquisitions, what level of SG&A should we be considering for '25. And then also, did you say that Carr's was not included in your guidance at all? So just wondering, how much we might want to layer in for Carr's for second half.

Yes. So Carr's. That's correct, Jeff. Carr's is not in our guidance at this point, if things go as expected and we close in Q2, we'll provide update and guidance at that time. On the SG&A level, you're really looking at Q4, and if you peel apart the transaction expenses related to Carr's, that's really, I would say, the baseline and then from there, coming off Q3 last year, we're adding an incremental, about $3 million, an increased spend around IT. So that's really kind of the core of that SG&A roll forward, because at Q4, we'll have the full quarter from Alpha, whereas obviously Q1 of 2024 does not.

Okay. And then since we're on the topic of Carr's, just maybe any more color you could give us on, how you're thinking about the complementary elements of that business, cross-selling opportunities that sort of thing.

Yes, absolutely, Jeff. So as I mentioned, I'm here at one of the nuclear shows in Phoenix this week and, it's been great being on the ground here, when I'm talking to various companies here and I mentioned, they haven't heard about the acquisition, which most of them have, and I mentioned the phenomenal brands that we're acquiring, they just light up, because it continues to bring an opportunity for them to, partnership with a company like ours, being the parent company, backed by great financials and just that I would call it that professionalism and operating model that we bring to businesses as you know. So definitely some excitement there. When you look at between Walischmiller, Bendalls, NW Total, Alpha Safety, NuVision, all those brands working together, it's pretty awesome seeing how that can continue to come together with relationships that for example, the UK facilities and companies have with an end customer like Sellafield and where our US entities don't always have that strongest relationship there. So it gives us the ability to continue to work with them with engineered-type products and solutions to make sure that we can continue to expand the installed base.

Okay. Great to hear. Thanks for taking my questions. I'll take the rest offline.

Thanks, Jeff.

Your next question comes from the line of Sheila Kahyaoglu with Jefferies. Please go ahead.

Hey, good morning. Thank you, guys. So maybe the first question I wanted to ask was on pricing. You called out that 2024 exceeded targets. Anyway, you could quantify and how we're -- you're thinking about the market segmentation and maybe backdrop into 2025 pricing?

Yes, Sheila, it varies by particular product, right? As Brad mentioned in the past, it's a very targeted approach when it comes to pricing. So the range across the products is really going to be on the low end, a little over a percent, on the high end, you have some businesses that were pricing more like 2.5%, blended overall, it's probably close to between 1.5% and 2% across the portfolio. When we look forward to 2025, you're pricing, excluding tariffs, so this is just what I would consider organic pricing, business as usual would be generally in the same range probably closer to 1.5% is, we're not seeing a tremendous amount of input inflation.

And that's on a net basis, the pricing comments or gross.

Net -- gross -- net to our top-line. When you say net, are you referring to material inflation net or just?

Yes, net on material inflation.

Those were gross. Sorry.

Okay. And then maybe, if we could just talk about European defense in the news again today. How do you think about just the TAM for Cadre in Europe and where do you think you're best positioned to grow?

Yes. Are you talking about law enforcement and military or are you talking about nuclear site?

Yes, law enforcement. I apologize. I should have clarified.

Yes, no, that's okay. That's okay. I just wanted to make sure I clarify because it can be different on the nuclear side due to the Carr's acquisition as I just talked about when Jeff asked the question on the military and law enforcement side. Keep in mind, the one product category for us that applies potentially within any cleanup activity that goes on in the Ukraine at some point and then also within Israel is really our EOD product line. So that's really the area for us. A lot of times people think it's body armor for us. Our focus with body armor is in more of law enforcement side of things and some national police forces internationally, but usually not on your broad military side of things, where you'll see some of that higher, huge ramp-ups in volumes and typically margins are much lower. That's why we typically haven't played in those categories. So for us, it's really EOD, when you see any kind of, headliners like that. Now on the nuclear side, it's different, our TAM just continues to increase as we acquire into these other areas. So, that's an area that we definitely continue to see expansion with product lines.

Great. Thank you so much.

Thanks, Sheila.

The next question comes from the line of Matt Koranda with ROTH Capital. Please go ahead.

Hey, guys. Good morning. Maybe just wanted to talk about the 2025 full-year guidance and then maybe the first quarter as it kind of fits into the full year. So I guess at the midpoint about 3% growth factored in, maybe just wondering, if you could comment on the relative growth rates you're seeing between sort of the core Armor, Duty Gear EOD franchises versus the nuclear business for the full year and then for the first quarter, I guess just doing some quick math, it looks like a decent down quarter on a sales growth basis year-over-year and just wanted to see if you could maybe unpack some near-term trends that are sort of driving the 1Q guidance.

Sure. Yes. So the I would -- the core businesses for Armor and Duty Gear we're seeing the typical growth we would expect, which is really kind of on average about 3% for the year on the US side, on the Carr, sorry, not on the Carr's, on the Alpha side of the world, we closed March of last year of 2024, so we're really picking up two months. So the growth rate is a bit higher on a percentage basis than you'd expect on a go-forward kind of just into the double-digits with those added two months in the organic growth. So, that kind of lays out, I think the overlay there and again, the -- that wide kind of guidance range is, we'll continue to dial down as we go forward. But as Brad's talked quite a bit about just the uncertainty of not necessarily losing business but really more on the delay on the procurement side with any cuts that may or may not occur. Moving to Q1 of this year, really a couple drivers and you got to go back in time to Q1 2024, when we announced earnings, we had a really -- actually at the time, it was a record quarter for our US Armor business driven by a federal agency contract. So there's absolutely a comp issue there and that was an atypical Q1 for that business. Generally, for Armor, in particular US Armor Q1 is really the lowest revenue quarter other than just driven by the procurement cycle and that's kind of point one, driving that downdraft in Q1. The second component is really just EOD timing, right, and that is one that is not so much seasonal, but really driven by the project layup and I would say Q1, 2024 was a pretty average quarter for that business, whereas Q1 of this year is quite a bit lighter in there. More significantly back-end loaded, which that back-end load for the EOD business is pretty typical. Coming out the gates, where they're at for Q1 is just a little bit lighter than we saw last year and would expect to see.

Okay, appreciate the detail there, Blaine. And maybe just on the tariff impact you guys mentioned. So thanks for the quantification. The 18% to 22% is helpful. Maybe, wanted to see if you could talk about, where most of that comes from. I assume, it's kind of Mexico and Canada, any China exposure, just any way to break that apart. I guess as we kind of look at the headlines and try to figure out what's happening over the next several weeks and months would be helpful. And then just in terms of the mitigation actions that you mentioned, they sound encouraging. Wondered if you're willing to put some numbers around sort of what you could go out and offset of that 18% to 22%. What's realistic in terms of sort of the offsets we can go get?

Yes, let's start with, I think the easier one, which is the China component. It's a pretty small part of our supply chain, so it's not a significant impact. It's really driven by Mexico and Canada and the split between them is call about 60%, Mexico driven versus 40%, Canada driven and Brad can talk about some of the mitigating actions, but they're really kind of two completely different sets of actions or, sorry, some commonality but then there's some distinct actions for each geographic location.

Yes, Matt, so I touched on those a little bit a few minutes ago. So the challenge I think everybody has out there is just knowing what these curve balls are going to end up looking like, right, as they continue to evolve. I think we see on a daily basis there's something new that comes up and changes up or down, you name it. So it's definitely a tough environment to kind of predict and so what we're doing is we're just moving forward with what we know on a daily basis and then if things change and I'll call it in a positive direction, for any company from a tariffs or cost perspective, then we can begin to turn things back in a different direction. So as I mentioned before, it ranges everything from price, but overall for price, and we've said this before, I mean, we're high-quality position premium products out there that have been used to save lives for 60 years. So we are that known product in the entity, but it doesn't mean that we can just have unlimited price opportunities. So that's why I kind of call it realistic price type potential changes there to offset some of that from a tariffs perspective. But then there's other actions that the teams are working on globally. How do we accelerate productivity? We've been mitigating some facilities since COVID with some additional moves of diversifying factories let's call it and moving some products into other factories so that we don't have some things concentrated in single areas. So that's another one. There's just a whole list of actions that we're not just going through, but I would expect that most -- any company out there -- really out there looking at -- looking at how they tackle it.

Okay. Super helpful, guys. I'll leave it there. Thank you.

Thanks, Matt.

Your next question comes from the line of Mark Smith with Lake Street Capital Markets. Please go ahead.

Hi, guys. First question for me, just thinking about Q1 here a little bit more, is there really any of the lumpiness and delay in kind of sales and deliveries from cybersecurity incident that's flowing into Q1 or did you really get most part all of that done in Q4?

For the most part, it was all really done in Q4. There's a very minimal amount that slipped out into Q1.

Okay. And then just as we think about kind of EBITDA margins in Q1, I think you explained that you'd say kind of 12% to 15% expectation, is that really those lower margins just a function of kind of the deliveries and the mix as you just talked about with any kind of Duty Gear and any OD shifts that -- that's pushing that EBITDA margin down and just kind of the sales volume, if you will, in Q1.

Yes, it's really driven by the volume leverage or the sales volume leverage on SG&A. We expect our gross margins to be really in line with what we've seen historically. So this is just a volume game, and again, that movement on the EOD side, right, which is a profitable business for us that drives quite a bit of flow through, really just compounds that low volume Q1 as well.

Okay. And then last question, just thinking domestically in law enforcement on kind of hiring trends, I assume that we're not seeing any real uptick yet, but I'm curious, if there's anything that's changed there. And then secondly, in a tougher economic environment, or maybe with higher unemployment, do you see some of those law enforcement roles that are filled easier in that kind of an environment?

Yes. So the first part -- hey, Mark, it's Brad. So the first part of that is, continues to be stable, we're not hearing stories as we interact, whether it's with our Safariland sales team or our company-owned sales team, so we have a lot of ears to the ground and feet on the street. We're not seeing any unstable changes, within the current headcount, which is good, continues to be stable, it's that building above that is the question. We've talked about that, right. We view it as a long-term kind of tailwind as folks are added, higher unemployment, could that be a place to go? Absolutely, could be a place to go for folks, but there are also some pretty high hurdles, with recruit classes and the amount of success rate for folks that come into a recruit class and actually graduating. So, obviously, that could be a filter to that population of folks that would potentially sign up for that profession.

Perfect. Thank you.

Thanks, Mark.

Your next question comes from the line of Sheila Kahyaoglu with Jefferies. Please go ahead.

Thank you guys. So I apologize, one last question on my end. Just given and I missed the first five minutes of the call, but I don't think we discussed it, DOGE spending, how do we think about that impact? What's your exposure to FBI, Department of Homeland Security? Have you seen any changes there, whether it's headcount or purchasing behavior?

No. Maybe starting with the, on the nuclear side and the DOE side, yes, there were some employees impacted by that initial cut of probationary employees and from the information we have, particularly with the NNSA, those employees were brought back. So we've stayed as close as we can to it as it relates to nuclear and have not seen a meaningful impact and I think talking with Brad and the team out at the show this week is there's still a lot of optimism long-term and the Defense Secretary as well has made it a priority around nuclear weapons. So we kind of look at that and say, hey, that feels fairly compartmentalized, somewhat safe. We don't feel there's a lot of exposure. On the federal law enforcement side, we absolutely have exposure both in holsters as well as armor. We have not seen significant impact there and again, we're trying to stay on top of that as well. But we do think with the bipartisan commitment around law enforcement and security, that it doesn't seem incredibly likely they will be severely impacted now. When we say that we're really kind of thinking long-term, there could absolutely be temporary disruptions in the procurement process if there's employments, program officers, et cetera, that are impacted, but for the most part, we don't see it right now. But it's something we're staying very close to and we'll continue to evaluate.

What's your exposure percentage-wise?

Sheila, the only thing I'd add real quick to that is if we do see any shifts of folks moving, we've heard a couple of stories of shifts going from one agency to another, right? So don't think of population of headcount within these professions, within government agencies, as exiting typically, so like border patrol, an increase in border patrol, for example. So anywhere there's that you just kind of have to -- as we see any headliners, you have to kind of get out like we do and spend that time and kind of dig in to make sure that we really know what it means, and so far we haven't seen anything that concerns us on the demand side.

Do you have percentage exposure to those three agencies? I could take it offline as well. Thank you, guys.

I mean, we do have some, Sheila. We don't disclose that level of exposure -- or what level of exposure, but I think, as you're kind of piecing together the product lines, generally, that duty-rated holster is going to be ours, whereas the armor side is a little more hit and miss depending on the agency and the application.

Perfect. Thank you.

Thank you.

I will now turn the call back over to Brad Williams for closing remarks. Please go ahead.

Thank you, everyone, for your time today attending our Cadre Holdings earnings release and that will conclude the call for today.

Ladies and gentlemen that concludes today's call. Thank you all for joining and you may now disconnect.