Full Press Release Details
Cadre Holdings Reports Fourth Quarter 2021 Financial Results
Generated Record Full Year Net Sales and Adjusted EBITDA; Expanded Gross Profit Margin and Adjusted EBITDA Margin
Completed Acquisition of Well-Established European Duty Gear Brand to Grow International Presence
Expects Full Year 2022 Net Sales of $434.0 to $441.0 million and adjusted EBITDA of $70.0 to $75.5 million
JACKSONVILLE, Fla., March 10, 2022 - Cadre Holdings, Inc. (NYSE: CDRE) ("Cadre" or "the Company"), a global leader in the manufacturing and distribution of safety and survivability equipment for first responders, announced today its consolidated operating results for the quarter and year ended December 31, 2021.
Fourth Quarter and Year Ended 2021 Highlights
"2021 was a momentous year for Cadre, as we successfully completed our IPO and capitalized on our leading positions in mission critical first responder end markets with attractive long-term tailwinds and recurring demand," said Warren Kanders, CEO and Chairman. "Our financial results demonstrate our entrenched positions in these large and growing markets, strong operating cash flow generation and intense focus on margin expansion. In addition to record full year net sales and adjusted EBITDA, our 2021 year-over-year gross profit and Adjusted EBITDA margins improved by 210 and 240 basis points, respectively. For the fourth quarter, the resilience of Cadre's operating model was evident, highlighted by our continued margin improvement."
Mr. Kanders continued, "A key component of Cadre's strategy to unlock long-term value is our targeted M&A program, which has proven exceptionally successful over our 55-year history. Consistent with this approach, and immediately following our public offering, we are pleased to have taken advantage of an accretive opportunity for the benefit of shareholders. Our acquisition of a well-established duty gear brand with leading market shares, further expands our international presence and provides Cadre another European foothold to diversify our global footprint and add multiple growth avenues. We continue to actively evaluate additional acquisition opportunities within our robust pipeline, while also maintaining a strong position to continue to drive profitable organic growth via new product development and geographic expansion."
Fourth Quarter and Year Ended 2021 Operating Results
For the quarter ended December 31, 2021, Cadre generated net sales of $103.5 million, as compared to $107.6 million for the quarter ended December 31, 2020.
For the year ended December 31, 2021, Cadre generated net sales of $427.3 million, as compared to $404.6 million for the year ended December 31, 2020.
For the quarter ended December 31, 2021, Cadre generated gross profit of $39.2 million, as compared to $39.8 million for the prior year period. For the year ended December 31, 2021, Cadre generated gross profit of $170.7 million, as compared to $152.9 million for the prior year period.
Gross profit margin was 37.9% for the quarter ended December 31, 2021, as compared to 37.0% for the prior year period, mainly driven by favorable pricing and product mix.
Gross profit margin was 39.9% for the year ended December 31, 2021, as compared to 37.8% for the prior year period, mainly driven by favorable pricing and product mix.
Net income was $4.3 million for the quarter ended December 31, 2021, as compared to net income of $15.8 million for the quarter ended December 31, 2020, primarily as a result of an increase in provision for income taxes due to the release of a valuation allowance on a portion of the Company's deferred tax assets in December 2020, offset in part by a reduction in interest expense as a result of the Company's August 2021 debt refinance for the year ended December 31, 2021.
Net income was $12.7 million for the year ended December 31, 2021, as compared to $38.5 million for the year ended December 31, 2020, primarily as a result of a loss on extinguishment of debt incurred from the execution of the New Credit Agreement, an increase in provision for income taxes due to the release of a valuation allowance on a portion of the Company's deferred tax assets in December 2020 and the following non-recurring transactions recognized in the period ended December 31, 2020: a gain on the sale of a long-lived asset and receipt of earn-out stock payments. These were offset by improvements in gross profit due to increased sales, favorable pricing and product mix.
Cadre generated $15.3 million of Adjusted EBITDA for the quarter ended December 31, 2021, as compared to $15.5 million for the quarter ended December 31, 2020. Adjusted EBITDA margin was 14.7% for the quarter ended December 31, 2021, as compared to 14.4% for the prior year period.
Cadre generated $71.4 million of Adjusted EBITDA for the year ended December 31, 2021, as compared to $58.0 million for the prior year period. Adjusted EBITDA margin was 16.7% for the year ended December 31, 2021, as compared to 14.3% for the prior year period.
Product segment gross margin was 38.8% for the fourth quarter and 40.9% for the year ended December 31, 2021.
Distribution segment gross margin was 23.9% for the fourth quarter and 24.9% for the year ended December 31, 2021.
Liquidity, Cash Flows and Capital Allocation
Cadre's cash and cash equivalents increased by $31.0 million from $2.9 million as of December 31, 2020, to $33.9 million as of December 31, 2021. Capital expenditures totaled $0.8 million for the fourth quarter and $3.0 million for the year ended December 31, 2021, compared with $0.8 million for the fourth quarter and $4.7 million for the year ended December 31, 2020. Net debt decreased by $53.1 million from $212.8 million as of December 31, 2020, to $159.7 million as of December 31, 2021.
On November 3, 2021, the Company completed the closing of its initial public offering of 6.9 million shares, including the full exercise of the underwriters' option, at a price to the public of $13.00 per share, for net proceeds of approximately $78.6 million.
On November 9, 2021, the Company utilized proceeds received in connection with the initial public offering and repaid $38.9 million and $20.5 million, respectively, of borrowings outstanding under its current term loan and revolving credit facility.
Acquisition of Radar Leather Division S.r.l.
On January 11, 2022, Cadre announced the completion of its accretive acquisition of Radar Leather Division S.r.l. ("Radar"). Established in 1957 by Gisberto Pellegrini and based in Fucecchio, Italy, Radar is a premiere family-owned duty gear business that specializes in the production of high-quality holsters, belts, duty belts, and other accessories.
Radar generates the majority of its revenue in Europe, selling its products through distribution partners and directly to agencies.
On January 25, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.08 per share, or $0.32 per share on an annualized basis. Cadre's dividend payment was made on February 17, 2022, to shareholders of record as of the close of business on the record date of February 4, 2022. The declaration of any future dividend is subject to the discretion of the Company's Board of Directors.
Cadre expects to generate net sales in 2022 of between $434.0 million and $441.0 million and adjusted EBITDA in 2022 of between $70.0 million and $75.5 million. Cadre expects adjusted EBITDA conversion in the range of 92-95% for the full year.
Cadre management will host a conference call on Thursday, March 10, 2022, at 5:00 PM ET to discuss the latest corporate developments and financial results. The dial-in number for callers in the US is (844)-200-6205 and the dial-in number for international callers is (929)-526-1599. The access code for all callers is 585570. A live webcast will also be available on the Company's website at https://www.cadre-holdings.com/.
A replay of the call will be available through March 16, 2022. To access the replay, please dial (866)-813-9403 in the U.S. or (929)-458-6194 if outside the U.S., and then enter the access code 247139.
Headquartered in Jacksonville, Florida, Cadre is a global leader in the manufacturing and distribution of safety and survivability products for first responders. Cadre's equipment provides critical protection to allow users to safely and securely perform their duties and protect those around them in hazardous or life-threatening situations. The Company's core products include body armor, explosive ordnance disposal equipment, and duty gear. Our highly engineered products are utilized in over 100 countries by federal, state and local law enforcement, fire and rescue professionals, explosive ordnance disposal teams, and emergency medical technicians. Our key brands include Safariland and Med-Eng , amongst others.
Use of Non-GAAP Measures
The Company reports its financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). This press release contains the non-GAAP measures: (i) earnings before interest, taxes, other income or expense, depreciation and amortization ("EBITDA"), (ii) adjusted EBITDA, (iii) adjusted EBITDA margin, and (iv) adjusted EBITDA conversion rate. The Company believes the presentation of these non-GAAP measures provides useful information for the understanding of its ongoing operations and enables investors to focus on period- over-period operating performance, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this press release. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company's reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.
Forward-Looking Statements
Except for historical information, certain matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to all projections and anticipated levels of future performance. Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. Any
number of factors could cause actual results to differ materially from projections or forward-looking statements, including without limitation global economic conditions, spending patterns of government agencies, competitive pressures, the impact of acquisitions and related integration activities, product liability claims, the success of new product introductions, currency exchange rate fluctuations and the risks of doing business in in the markets in which we operate, including foreign countries. More information on potential factors that could affect the Company's financial results are more fully described from time to time in the Company's public reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release, and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.
Cadre Holdings, Inc.
Leon Berman / Matt Berkowitz
212-477-8438 / 212-227-7098
Jonathan Keehner / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
CADRE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
| December 31, | ||||||
| 2021 | 2020 | |||||
| Assets | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 33,857 | $ | 2,873 | ||
| Accounts receivable, net | 48,344 | 43,646 | ||||
| Inventories | 63,978 | 60,923 | ||||
| Prepaid expenses | 10,353 | 6,665 | ||||
| Other current assets | 3,171 | 3,362 | ||||
| Assets held for sale | 278 | - | ||||
| Total current assets | 159,981 | 117,469 | ||||
| Property and equipment, net | 33,053 | 35,437 | ||||
| Deferred tax assets, net | 7,059 | 12,900 | ||||
| Intangible assets, net | 42,415 | 51,009 | ||||
| Goodwill | 66,262 | 66,314 | ||||
| Other assets | 3,026 | 150 | ||||
| Total assets | $ | 311,796 | $ | 283,279 | ||
| Liabilities, Mezzanine Equity and Shareholders' Equity | ||||||
| Current liabilities | ||||||
| Accounts payable | $ | 19,328 | $ | 21,978 | ||
| Accrued liabilities | 40,736 | 36,004 | ||||
| Income tax payable | 1,255 | 1,005 | ||||
| Liabilities held for sale | 128 | |||||
| Current portion of long-term debt | 13,174 | 3,496 | ||||
| Total current liabilities | 74,621 | 62,483 | ||||
| Long-term debt | 146,516 | 209,310 | ||||
| Deferred tax liabilities | 1,297 | 2,085 | ||||
| Other liabilities | 722 | 550 | ||||
| Total liabilities | 223,156 | 274,428 | ||||
| Mezzanine equity | ||||||
| Preferred stock ($0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2021 and December 31, 2020) | - | - | ||||
| Shareholders' equity | ||||||
| Common stock ($0.0001 par value, 190,000,000 shares authorized, 34,383,350 shares and 27,483,350 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively) | 3 | 3 | ||||
| Additional paid-in capital | 127,606 | 48,670 | ||||
| Accumulated other comprehensive loss | (1,917) | (2,860) | ||||
| Accumulated deficit | (37,052) | (36,962) | ||||
| Total shareholders' equity | 88,640 | 8,851 | ||||
| Total liabilities, mezzanine equity and shareholders' equity | $ | 311,796 | $ | 283,279 |
CADRE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net sales | $ | 103,537 | $ | 107,623 | $ | 427,288 | $ | 404,642 | ||||
| Cost of goods sold | 64,342 | 67,835 | 256,598 | 251,704 | ||||||||
| Gross profit | 39,195 | 39,788 | 170,690 | 152,938 | ||||||||
| Operating expenses | ||||||||||||
| Selling, general and administrative | 27,794 | 26,664 | 114,962 | 106,627 | ||||||||
| Restructuring and transaction costs | 1,939 | 2,679 | 3,430 | 5,822 | ||||||||
| Related party expense | 142 | 1,155 | 579 | 1,635 | ||||||||
| Other general expense (income) | - | - | - | (10,950) | ||||||||
| Total operating expenses | 29,875 | 30,498 | 118,971 | 103,134 | ||||||||
| Operating income | 9,320 | 9,290 | 51,719 | 49,804 | ||||||||
| Other expense | ||||||||||||
| Interest expense | (2,296) | (6,113) | (16,425) | (24,388) | ||||||||
| Loss on extinguishment of debt | - | (200) | (15,155) | (200) | ||||||||
| Other (expense) income, net | (66) | 734 | (947) | 2,659 | ||||||||
| Total other expense, net | (2,362) | (5,579) | (32,527) | (21,929) | ||||||||
| Income before provision for income taxes | 6,958 | 3,711 | 19,192 | 27,875 | ||||||||
| (Provision) benefit for income taxes | (2,670) | 12,069 | (6,531) | 10,578 | ||||||||
| Net income | $ | 4,288 | $ | 15,780 | $ | 12,661 | $ | 38,453 | ||||
| Net income per share: | ||||||||||||
| Basic | $ | 0.13 | $ | 0.57 | $ | 0.44 | $ | 1.40 | ||||
| Diluted | $ | 0.13 | $ | 0.57 | $ | 0.44 | $ | 1.40 | ||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 31,908,350 | 27,483,350 | 28,598,692 | 27,483,350 | ||||||||
| Diluted | 31,908,350 | 27,483,350 | 28,598,692 | 27,483,350 |
CADRE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||
| 2021 | 2020 | |||||
| Cash Flows From Operating Activities: | ||||||
| Net income | $ | 12,661 | $ | 38,453 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 13,718 | 14,733 | ||||
| Amortization of original issue discount and debt issue costs | 3,193 | 2,216 | ||||
| Loss on extinguishment of debt | 15,155 | 200 | ||||
| Non-cash consideration received from sale of business | - | (9,197) | ||||
| Deferred income taxes | 4,772 | (12,248) | ||||
| Stock-based compensation | 355 | - | ||||
| Gain on sale of fixed assets | - | (6,240) | ||||
| Gain on settlement of contingent consideration | - | (1,427) | ||||
| Loss on settlement of equity securities | - | 2,288 | ||||
| Provision for losses on accounts receivable | (188) | 177 | ||||
| Foreign exchange loss (gain) | 102 | (940) | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (4,641) | 11,811 | ||||
| Inventories | (3,189) | 1,639 | ||||
| Prepaid expenses and other assets | (4,564) | 1,837 | ||||
| Accounts payable and other liabilities | 2,720 | 2,117 | ||||
| Net cash provided by operating activities | 40,094 | 45,419 | ||||
| Cash Flows From Investing Activities: | ||||||
| Purchase of property and equipment | (2,832) | (4,708) | ||||
| Proceeds from disposition of property and equipment | - | 12,408 | ||||
| Proceeds from sale of equity securities | - | 14,372 | ||||
| Payments on settlement of equity securities | - | (2,288) | ||||
| Net cash (used in) provided by investing activities | (2,832) | 19,784 | ||||
| Cash Flows From Financing Activities: | ||||||
| Proceeds from revolving credit facilities | 257,980 | 382,056 | ||||
| Principal payments on revolving credit facilities | (258,612) | (384,215) | ||||
| Proceeds from term loans | 198,716 | 219,586 | ||||
| Principal payments on term loans | (266,000) | (276,444) | ||||
| Proceeds from insurance premium financing | 5,010 | 2,733 | ||||
| Principal payments on insurance premium financing | (3,061) | (2,897) | ||||
| Payment of capital leases | (43) | (43) | ||||
| Payment of contingent consideration | - | (240) | ||||
| Payment of debt modification costs | - | (5,438) | ||||
| Payments for debt issuance costs | (2,198) | - | ||||
| Payments on extinguishment of debt | (4,217) | - | ||||
| Proceeds from initial public offering, net of underwriter discounts | 83,421 | - | ||||
| Deferred offering cost payments | (4,841) | - | ||||
| Dividends distributed | (12,751) | - | ||||
| Net cash used in financing activities | (6,596) | (64,902) | ||||
| Effect of foreign exchange rates on cash and cash equivalents | 318 | 52 | ||||
| Change in cash and cash equivalents | 30,984 | 353 | ||||
| Cash and cash equivalents, beginning of period | 2,873 | 2,520 | ||||
| Cash and cash equivalents, end of period | $ | 33,857 | $ | 2,873 |
CADRE HOLDINGS, INC.
| Three months ended December 31, 2021 | ||||||||||||
| Reconciling | ||||||||||||
| Products | Distribution | Items (1) | Total | |||||||||
| Net sales | $ | 88,150 | $ | 20,957 | $ | (5,570) | $ | 103,537 | ||||
| Cost of goods sold | 53,957 | 15,953 | (5,568) | 64,342 | ||||||||
| Gross profit | $ | 34,193 | $ | 5,004 | $ | (2) | $ | 39,195 |
| Three months ended December 31, 2020 | ||||||||||||
| Reconciling | ||||||||||||
| Products | Distribution | Items (1) | Total | |||||||||
| Net sales | $ | 92,248 | $ | 22,215 | $ | (6,840) | $ | 107,623 | ||||
| Cost of goods sold | 57,815 | 16,864 | (6,844) | 67,835 | ||||||||
| Gross profit | $ | 34,433 | $ | 5,351 | $ | 4 | $ | 39,788 |
| Year ended December 31, 2021 | ||||||||||||
| Reconciling | ||||||||||||
| Products | Distribution | Items (1) | Total | |||||||||
| Net sales | $ | 362,189 | $ | 90,043 | $ | (24,944) | $ | 427,288 | ||||
| Cost of goods sold | 213,881 | 67,649 | (24,932) | 256,598 | ||||||||
| Gross profit | $ | 148,308 | $ | 22,394 | $ | (12) | $ | 170,690 |
| Year ended December 31, 2020 | ||||||||||||
| Reconciling | ||||||||||||
| Products | Distribution | Items (1) | Total | |||||||||
| Net sales | $ | 343,689 | $ | 84,922 | $ | (23,969) | $ | 404,642 | ||||
| Cost of goods sold | 211,048 | 64,761 | (24,105) | 251,704 | ||||||||
| Gross profit | $ | 132,641 | $ | 20,161 | $ | 136 | $ | 152,938 |
CADRE HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2019 | ||||||||||||
| Net income | $ | 4,288 | $ | 15,780 | $ | 12,661 | $ | 38,453 | $ | (1,928) | ||||||
| Add back: | ||||||||||||||||
| Depreciation and amortization | 3,292 | 3,526 | 13,718 | 14,733 | 15,443 | |||||||||||
| Interest expense | 2,296 | 6,113 | 16,425 | 24,388 | 29,848 | |||||||||||
| Provision (benefit) for income taxes | 2,670 | (12,069) | 6,531 | (10,578) | (142) | |||||||||||
| EBITDA | $ | 12,546 | $ | 13,350 | $ | 49,335 | $ | 66,996 | $ | 43,221 | ||||||
| Add back: | ||||||||||||||||
| Restructuring and transaction costs (1) | 1,939 | 2,679 | 3,430 | 5,822 | 918 | |||||||||||
| Other general expense (income) (2) | - | - | - | (10,950) | (7,630) | |||||||||||
| Loss on extinguishment of debt (3) | - | 200 | 15,155 | 200 | - | |||||||||||
| Other expense (income), net (4) | 66 | (734) | 947 | (2,659) | (395) | |||||||||||
| Contingent consideration (5) | - | - | - | (1,427) | - | |||||||||||
| Stock-based compensation expense (6) | 355 | - | 355 | - | - | |||||||||||
| LTIP bonus (7) | 358 | - | 2,162 | - | - | |||||||||||
| Goodwill impairment (8) | - | - | - | - | 7,585 | |||||||||||
| Adjusted EBITDA | $ | 15,264 | $ | 15,495 | $ | 71,384 | $ | 57,982 | $ | 43,699 | ||||||
| Less: Capital expenditures | (804) | (795) | (3,029) | (4,708) | (3,082) | |||||||||||
| Adjusted EBITDA less capital expenditures | $ | 14,460 | $ | 14,700 | $ | 68,355 | $ | 53,274 | $ | 40,617 | ||||||
| Adjusted EBITDA conversion rate (9) | 95 | % | 95 | % | 96 | % | 92 | % | 93 | % | ||||||
| Adjusted EBITDA margin (10) | 14.7 | % | 14.4 | % | 16.7 | % | 14.3 | % | 10.8 | % |