Good morning, and welcome to the Cadre Holdings Second Quarter 2025 Conference Call. Today's call is being recorded. [Operator Instructions] At this time, I would like to turn the conference over to Matt Berkowitz of the IGB Group, for instructions 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 second quarter results. 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 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 August 20, 2025. A 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 Second Quarter Earnings Call. I am joined today by our President, Brad Williams; and Chief Financial Officer, Blaine Browers. We are pleased to report another quarter of strong financial and strategic progress, underscoring the resilience of our businesses, the market leadership of our brands and consistent execution across our organization, driven by the Cadre operating model. Revenue and gross profit increased year-over-year by 9% and 10%, respectively, as we continue to see strong and recurring demand for our suite of protection products in the second quarter despite a fluid macro environment. With a diversified platform of industry-leading high-margin safety businesses, we continue to build momentum across our law enforcement, first responder, military and nuclear categories. The latest step in Cadre's evolution was the acquisition of Carr's Engineering division completed in April, which added scale and a broader international footprint for our nuclear vertical. As we have discussed previously, these are best-in-class brands, complementary to Cadre's current nuclear safety focus that manufacture highly engineered products, supporting mission-critical initiatives with entrenched customers and long-term demand drivers and visibility. Brad will discuss the integration process in greater detail, but a key point to highlight is that we see opportunities for core Cadre operating model tools to help unlock further efficiency and profitability. We continue to view additional M&A as a possibility this year and maintain a robust pipeline of actionable opportunities focusing on leading businesses with strong margins, defensible market positions and recurring revenue. With cash on the balance sheet of $137 million and undrawn revolver capacity of $175 million, we combined with the full support of our banking group, we have the financial strength to be opportunistic while also being patient and disciplined. From a macro perspective, the secular trends driving demand for our mission-critical life-saving products around the world are only growing stronger. Unrest and conflict are on the rise, highlighting the critical need for those who protect and serve us to be equipped with the safest and most reliable products. Regarding nuclear, we see accelerating global demand driven by strong energy, defense and nuclear waste tailwinds. Most importantly, Cadre's consistent and stable growth through cycles remains a defining characteristic of our company, and we anticipate that resilience will continue to serve us well. Moving forward, we believe Cadre is well positioned to grow our platform and further enhance our market leadership over the long term, supported by our strong balance sheet, robust acquisition pipeline and operating model. With that, thank you for being with us today, and I will turn the call over to Brad. Brad, over to you.

Thank you, Warren. On today's call, Blaine and I will provide a Q2 update and business overview, including recent trends, financial performance and full year outlook, followed by a Q&A session. We'll begin on Slide 5. During the second quarter, we continued to deliver on our strategic objectives, capitalizing on resilient demand trends for our mission-critical safety equipment. The company's solid execution in Q2 included further implementation of our pricing strategy driven by strong customer relationships and products that deliver best-in-class performance. As you can see from the slide, second quarter mix was neutral, consistent with expectations, and orders backlog was stable, excluding new acquisitions. Turning to capital allocation and M&A. We continue to successfully generate significant free cash flow, which enables us to both pursue acquisitions and make strategic investments in core organic growth while also returning capital to shareholders. Our August dividend will be in the company's 15th consecutive since our IPO. At the same time, we continue to advance our targeted M&A program and maintain a growing backlog of actionable opportunities. As Warren mentioned, we completed the acquisition of the Engineering division, further strengthening Cadre's nuclear safety vertical and expanding our international footprint with a group of complementary high-margin nuclear businesses. We are in the early stages of functional integration, prioritizing finance, accounting, IT, legal and compliance and in parallel, have gathered all our nuclear leaders together to establish action plans to leverage our broadened customer relationships and expanded portfolio of products globally and start the implementation of the Cadre operating model. As part of this process, I'm pleased to share that we have promoted and relocated Eric Gasvoda, a seasoned leader from within the Cadre organization to oversee our group of nuclear safety businesses. Eric began this role on August 1 with responsibilities that include integration,…

Thanks, Brad. I'll kick off my comments with a review of our M&A strategy. As you've heard already, in April, we completed the acquisition of the Engineering division from Carr's Group, and the initial phase of integration is underway. I'd like to again highlight the acquired brands, including Walischmiller, Bendalls Engineering, NW Total, and NuVision, bring world- class capabilities in remote handling, automation and radiation protection. Together with Alpha Safety, these businesses significantly expand our reach in nuclear sub verticals, including nuclear medicine and robotics, while providing new opportunities with leading global customers around the world. Acquiring these complementary high-margin businesses supports our broader objective of establishing a diversified platform of durable safety businesses. We continue to evaluate additional opportunities across each of our focus areas with the same disciplined M&A approach we've always taken. Our pipeline of targets is extensive, and we remain committed to deals with the potential to expand our customer base, increase wallet share, and offer value-added protective products. Overall, the M&A markets remain strong, and we are excited about the prospect of add-on opportunities in our current markets. Turning now to a summary of Cadre's financial performance. Slides 11 and 12 detail our second quarter results. Q2 sales of $157 million were above our expectations and grew 9% year-over-year. Of note, second quarter gross margin improved 30 basis points year-over-year, driven by favorable pricing, the absence of inventory step-up amortization and exchange rate favorability. Illustrated on Slide 12 is net sales and adjusted EBITDA growth year-over-year, including our new 2025 guidance. I'll discuss more in a moment. Our full year outlook implies year-over-year revenue and adjusted EBITDA growth of 10.5% and 8.7%, respectively, at the midpoints. On Slide 13, we present our capital structure as of June 30, 2025, reflecting the completed acquisition. We maintain…

Thank you, Blaine. In closing, we are pleased with our second quarter results and remain focused on consistent strategic execution amid what continues to be a dynamic operating environment. Complementing our core organic growth initiatives, we're actively evaluating a robust pipeline of potential M&A transactions to further enhance our market leadership moving forward. The company has established a track record of steady growth through cycles, and we anticipate similar performance as we move ahead, driven by strong demand for Cadre's best-in-class safety products across our law enforcement, first responder, military and nuclear categories. Despite the timing shift of some large public safety and nuclear opportunities, we're extremely pleased with the quality of this portion of our sales funnel. We have an outstanding team that has demonstrated an ability to navigate challenges and leverage the Cadre operating model to drive constant improvements. We continue to see attractive growth opportunities throughout the business and are confident in our long-term outlook. With that, operator, please open up the lines for Q&A.

[Operator Instructions] Our first question for today comes from the line of Larry Solow with CJS Securities.

I'm just curious just on the contracts or the pushout on some of these orders. It sounds like it's kind of across the board. Is there any commonality? Anything related to just reduced government spending on the federal level? Or any more color there? And then the follow-up would be in terms of timing, is it just kind of shift out into 2026? Or any -- your confidence level on that?

Larry, it's Brad. Great question. Here's kind of the way to think about it. Across the board, we haven't seen this. I've been here 9 years, and we haven't seen it in that 9 years, where we have a larger proportion of the opportunities in the sales funnel that we've seen this year are what we consider large ops. And those large ops actually fall across the bigger business units: body armor, we've got duty gear, nuclear and EOD. So across all 4 of those, which we, in the past, have not seen a mix that high across each of those. In terms of any trends that we've seen due to some of the shifts, the good news is we're not seeing any budgets that are being reduced. We're not seeing any allocation issues with the dollars. So all that's very positive. So our outlook is we love seeing the funnel with these kind of opportunities in there. But the reality is sometimes they shift around in terms of timing. Some of those orders, we've taken out of this year in terms of our guidance because we feel like there's a stronger opportunity for those to come in next year. And then some, we've also left in this year in terms of our guidance overall. So it's kind of a mix of both that we see happening this year and next year.

And then just on a follow-up, just if you can, just on margins, margin outlook. I know this quarter, year-over-year, I think last year, you had a timing-related benefit on expenses. So I think the margin is down a lot more. But just on the quarter -- year-over-year, I think we're looking for a slight margin contraction, very modest, albeit. But just curious on your thoughts going forward. Obviously, it seems like there's still a lot of opportunities for you in the Cadre operating model. So thoughts on mid- to long-term on the margin -- hopeful -- expansion.

Yes. Thanks, Larry. Great question. I think longer term, as we've talked about it before, there's ample opportunities to move all the businesses upwards in gross margin. I think in the longer term, getting into the mid- to upper 40s is very reasonable. I think kind of going back historically, there is a track record of those margins improving. Obviously, as we buy businesses, sometimes those businesses will have an impact, either accretive or dilutive to the gross margin, but we look to expand those. So I think the Carr's Engineering Zircaloy businesses are an example where their margin profile of the gates is a little bit lower than our average. But again, we're confident with leveraging those tools and frankly, the outstanding teams that came with them that we'll be able to continue to drive those margins upwards along within the synergistic opportunities we have in that nuclear platform. And the core military and LE businesses have a very good track record of continuing to push those upwards. So we're very bullish on the long term for those margin profiles.

Our next question is from the line of Jeff Van Sinderen with B. Riley Securities.

Just to circle back for a moment, if we could and clarify regarding the guidance change, it sounds like it was strictly a matter of timing, not of any potential business exiting the funnel. Is that correct?

That is correct, Jeff. It's the majority of the funnel on these large ops that we've had, we expected and we had in the original forecast for this year, and they're not losses. They're essentially just shifting around.

And then any other color you can share on sales mix, maybe margin expectations for the second half quarterly progression? I know you gave some guidance, but just anything else, any other color there that we should keep in mind?

Yes. For the remainder of the year, for Q3, we'd expect gross -- are you talking gross margins or EBITDA margins, sorry?

Yes. Gross margin or EBITDA.

Yes. I mean looking at gross, we'd expect Q3 to be similar to Q2. It will be -- have a little bit of pressure as we get a full quarter in with Zircaloy for GAAP gross margins for the inventory step-up as well as incremental D&A. And then Q4 with that incremental volume, we'd expect it to be slightly higher than Q2 and Q3. Mix-wise, I mentioned on the call on the prepared remarks, EOD will be stronger in the back half, a little more Q4 weighted. That is one of the higher-margin businesses. So that will certainly kind of just naturally lift those margins up in that quarter.

And then just anything else to add on what you're seeing in the nuclear business, maybe touch on Carr's. I know you're still in the integration process there. Just curious on more color on opportunities you're seeing in nuclear given what seems to be a really favorable backdrop for that business.

Yes. I mean it's -- like you said, it's early days, early time. Most of the focus at this point has been on all of our functional integration and onboarding type work we do because that's all the, I would call them kind of risk-related things, IT, finance, accounting, compliance, all the functional integration type activities. So that's where the majority of the focus has been. That's our typical onboarding and the integration process is those areas first. We have taken an opportunity to bring together all the managing directors and leaders of all the nuclear businesses, both Alpha Safety and then also the engineering division that we acquired from Carr's. And we've started some initial work with those folks around what are the potential opportunities. That's everything from business development to manufacturing, operating model, things like that with those groups. So in the early steps there, but they came out of the meeting with, I think, a really good starting point list so that we can begin to dig deeper in those items and have those teams execute the ones that we feel like are the biggest opportunities.

Our next question is from the line of Sheila Kahyaoglu with Jefferies.

Maybe my first question on pricing. It's exceeded expectations over the past few quarters. Can you just level set us on what you're seeing in terms of pricing across the portfolio and how it helps in the second half?

Yes. Thanks, Sheila, for the question. Q2, we did see pricing hitting that target at net 1% net of material inflation. So we're happy to see that. We expect that to continue in the back half. We did have a price increase that went out in early Q2. We expect to see that start to trickle in really in Q3. And in some parts of the business, it will be late Q4. And that's not driven by really customer acceptance or any pushback in the market. That's really just a function of working through backlog and then addition to backlog, you have to work through your quoted orders in the system. So that continues to be an area where the teams execute really well. And it really shows, I think, represents the strength of the products, the brands and the value delivered by them.

And then maybe another one changing topics a little bit more. You called out defense in Europe. And obviously, we've seen this nice tailwind in U.S. defense budgets, too. So how are you thinking about maybe the biggest opportunities and conversion timing there?

Specifically, you're speaking of the EOD business, Sheila?

Yes.

Yes. Well, I mean, from an EOD perspective, with conflicts continuing to be going on, until they wind down, we really don't see that cleanup phase being entered for EOD to begin happening. And keep in mind, the potential customers there, whether it's Ukraine or Israel, we have existing relationships and existing supply in terms of bomb suits. So we'll see as that winds down. But who would ever thought that they've been in the conflict for as many years that they're into it at this point. So we've worked in some areas behind the scenes with some demining products and working on various locations to manufacture those in and some design changes there to try to be ready for anything that comes our way.

Our next question is from the line of Mark Smith with Lake Street.

In the presentation, you guys called out kind of ICE and border patrol. I'm curious if you guys can talk about kind of how much exposure you have there and any potential bumps from that business?

So I would just say, in general, across the board, when you look at some of the folks that are out there from a government agency perspective, as we all see in the news, there's continued focus from a border patrol perspective and also from ICE. So those organizations are looking to continue to expand is what we've seen as we work with those with our existing relationships. And so when you expand, I'll call it, feet on the street or personnel numbers or headcount numbers within agencies like that, no different than state and local agencies, the opportunity is there to outfit with our various products that they need. So we're continuing to stay close to those opportunities that come up, and we're -- we'll be ready to expand as they expand as we go forward.

And then shifting over to tariffs. Can you just walk through what is kind of built into the guidance today and maybe the unknowns that are still out there that maybe we get some resolution here in the coming days?

Yes. So what's built in is tariffs in place today. I think the biggest unknown is where they end up, right? And we feel like we've been through this kind of unknown part, both quarters, right, start at the beginning of the year with U.S. and with Mexico and Canada and then in Q2 -- Q1 earnings in Q2, it was in China. So we've taken the approach of we're baking in what's known and in place today. What comes, we'll have to -- we obviously have a number of mitigation plans and countermeasures we're working through internally. But externally, we won't really talk about it until it's in place. The good news is we've talked about this before, our supply chains are fairly regional in nature, meaning European products, the European manufacturing sites are buying most of their materials from Europe. And then in the U.S., it's a bit more North America- centric, but USMCA really protects us there. So it's not that we don't have any exposure. I would just say it's limited. We certainly don't have, I think, the more complex problems of truly global supply chains where products are really hopping around to a number of different countries before they come to the U.S. But it's when watching closely, some of the, I'd say, lengthier mitigation plans if we saw something more significant would be really moving manufacturing. And when I say that, that doesn't necessarily mean moving a plant, but it means moving the production of goods, say, from country A to country B to mitigate that tariff. And if you think about using maybe the armor business as an example, we have production facilities for armor in the U.S. and Mexico, Canada, U.K. as well as Lithuania. So we have a number of options when we start to think about where we produce what products. So that gives us some flexibility, but those movements do take a little more time. Those aren't just flip a switch and move it over. In a lot of cases, because of the high-quality standards and in some cases, certifications, it takes a bit of time to get those ramped up and running at kind of typical efficiency.

Last question for me is just looking at new products, kind of any updates on kind of your mix and performance of new products? And are you seeing any change in kind of buying patterns or adoption around new products? And this is across the board through all of your businesses?

Yes. When you look at what we've launched in the last 24 months, when we look at what we call our [ Tow Gate zeros ], which is the initial step in that new product development process, we're pleased with the estimates that we made back then and where we thought -- what we thought we could achieve overall. So whether it was all the way back when we launched HyperX and what HyperX has been doing, which is our tactical carrier system has done extremely well. Our new ballast duty holster line has started out really strong overall. As I mentioned on the remarks, we've done very, very well on the consumer holster side, even though the market has been soft when you look at NICS checks and gun sales on that side of things, which is really a testament to us in terms of just that leading brand and a brand that our committed customers look up to and really focus on and the new products has also helped from that perspective. So you look across the board, and we're happy with the products that we've focused on and the time and energy and capital that we put into them and as we go forward.

Our next question is from the line of Matt Koranda with ROTH Capital.

I guess just 2 from me. Curious to get your thoughts on Carr's integration now that you've had it for about a quarter or so. You mentioned sort of bringing the leadership teams together from nuclear. Any commercial synergies, I guess, that you're uncovering that might help with growth in the aggregate across your nuclear businesses and just thoughts on the timing of those potential opportunities.

Yes. So Matt, I would say it's early at this point for us to call out or pick out specific ones, but the team had a list of 5 overall commercial areas that they wanted to go and take that next step and dig even more into to really determine if we think there's some commercial synergies there across the board. And these things range from everything from single face at trade shows because some of the businesses and some of the brands have stronger relationships in certain regions of the world where others don't. Some have stronger product positions and some don't. Some have relationships with customers where other of the brands just, quite frankly, don't even have a foot in the door. So there's discussions like that, that they've had across the board. But that was step one, get the list together, have each business unit share about each business. That was the other piece. They haven't done that in the past, even the ones under the Carr's side of things, even though they were under the same company. So that gave an opportunity for them to share what the business is, what's the current state, what do they do, what are the products, you name it, and go deeper there. So we're a little ways away from having that list and saying we're going to action it at this point.

And then maybe just for Blaine. The midpoint of the revised EBITDA guide seems to be factoring in maybe slightly lower margins than the prior guidance. Is that change due to sort of higher-margin projects that are being pushed out? Or is there something you're incorporating now from acquisitions that maybe is eroding that a touch?

No, it's really the first thing you mentioned that, which is some of those large opportunities Brad's talked about were better mix, and it looks like they're pushing into 2026.

Our next question is from the line of Ron Epstein with Bank of America.

This is Jordan on for Ron. On backlog, could you guys give us what the organic backlog growth was in the quarter?

Yes. Organic backlog was flat sequentially. So the majority of that increase was really just in the Zircaloy, Carr's Engineering division.

Okay. And then I guess how much of that -- is it any of the contracts that got pushed out that are no longer being included or just flat demand?

So the contracts that Brad's talked about would have not been in backlog. Those were not orders in the system that then got pushed out. These are orders that we would expect to receive in the back half of this year, early 2026, and that's when we would reflect them in backlog.

Ladies and gentlemen, that will conclude our Q&A session here for today. And I would like to hand the call back over to Brad Williams for any closing comments.

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

Thank you. And this concludes today's conference call. Have a great day.