Thank you and welcome to Cadre Holdings Conference call to discuss the acquisition of TYR Tactical. Before we begin, I'd 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 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 note that we have posted presentation materials on our website at www.cadre.holdings.com which supplement our comments this morning. I'd like to remind everyone that a webcast replay of this call will be available via the link provided in today's press release as well as on Cadre's website. At this time I'd like to turn the call over to Cadre's Chairman and CEO Warren Kanders.
Good morning and thank you for joining Cadre's conference call to discuss our latest acquisition. I am joined today by our President Brad Williams and our Chief Financial Officer Blaine Browers. We are pleased to further strengthen Cadre's industry-leading safety platform with the agreement to acquire TYR Tactical, a manufacturer of mission-critical personal protective equipment, military and law enforcement agents globally. I wish to congratulate the entire TYR team, Jason and Jane Beck, their family and employees. I have followed Jason and his businesses for over 25 years and I'm excited to partner with Jason and his dedicated teams. As we have mentioned before, Cadre's M&A strategy is patient, thorough and disciplined. This transaction is consistent with that approach and reflects our ongoing commitment to expanding our portfolio and enhancing the company's market leadership across categories.
A family-owned business founded by Jason and Jane Beck in 2010, TYR Tactical has established itself as a best-in-class brand delivering must-own tactical defense products to elite military and law enforcement teams around the world. Its financial growth is underpinned by proprietary technologies, scalable manufacturing and outstanding management. Most importantly, Cadre and TYR Tactical share a long-standing commitment to innovation, quality and a life-saving mission. For decades, Jason and Jane have dedicated their lives to serving the men and women of law enforcement with gear that always exceeds mission demands. We welcome them both as significant Cadre shareholders and look forward to beginning this next chapter together. For Cadre, this acquisition represents another step forward in the strategy we have articulated over the last several years.
Our long-term vision has been to evolve from a safety and survivability equipment company into a broader industrial business that builds on our legacy while finding new high-margin, high free cash flow businesses and verticals where we can apply our expertise. It is also important to recognize that we are not done building upon our leadership positions in core law enforcement and military categories. We continue to see attractive opportunities to broaden our product range, enter new markets and increase customer wallet share. At the end of the day, our life-saving mission remains central to everything we do. We are proud of the trust that users place in Cadre and even as our safety focus becomes more diversified, we will remain unwavering in our commitment to delivering products and solutions that customers can rely on when it matters most.
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, I'll provide a brief overview of TYR Tactical, outlining products and key investment highlights followed by a Q& A session. I'll begin on slide three with a summary of the transaction and why we are so excited to acquire this business. As you heard from Warren, TYR Tactical is a specialty provider of high performance advanced tactical gear including soft armor, hard armor, and tactical nylon to the U.S. and allied militaries and law enforcement agencies around the world. It is a business that fits squarely within the strategic criteria that define our disciplined approach to M&A. Outlined on the right side of the slide are key attributes including a leading market position, strong brand recognition, differentiated manufacturing technology, as well as exceptional product quality and commitment to innovation. The business also brings meaningful growth tailwinds.
With approximately $92.6 million of revenue in the year ended December 31st, 2024, and a margin profile expected to be immediately accretive. While I'll speak more in a moment about its expansive geographic footprint, the business has headquarters in Peoria, Arizona, and additional facilities in El Paso, Texas, Ontario, Canada, and Denmark. With deeply entrenched positions globally and a sticky contract base, these dedicated facilities ensure an expedited manufacturing process and support their. Extensive international customer relationships.
The map on the right side of slide four is an effective illustration of the company's worldwide penetration. The business services customers in nearly 40 countries with international revenue representing approximately 50% of 2024 total sales. Based on its established relationships with key European militaries and recent wins with Danish and Swedish Armed Forces, we see clear opportunities to secure additional contracts with other European and NATO militaries and law enforcement agencies moving forward. A key point to highlight is that the TYR Tactical customer base has minimal overlap with Cadre's existing Safariland Armor business. In the bottom left corner of the slide you'll see an overview of the TYR Tactical product suite designed to meet the exacting needs of tactical operators in high risk environments. Its offerings include plate carriers, vests, hard armor, shields, and accessories that enhance equipment operability.
The business has a reputation for innovation, leading ergonomics, and field-tested durability which underpin its market leading position. Turning next to slide five, we provide a closer look at differentiated manufacturing technology and proprietary IP portfolio that TYR has developed under the leadership of Co-founders Jason and Jane Beck. Jason and Jane have built an exceptional engineering foundation supported by substantial investment in cutting-edge pressing and autoclave systems at their Arizona headquarters. These capabilities are highly unique in the industry and allow TYR to produce defense products engineered with next- generation advanced ballistic materials. As these materials become increasingly prevalent in hard plates and shields, this engineering technology is a must have to remain competitive. The company's proactive R&D process has yielded a deep intellectual property portfolio with 80 patents secured across the U.S., Canada, Australia, and Europe and another 27 patents pending.
TYR also maintains 59 registered trademarks protecting its key brands and product innovations worldwide. Importantly, the company has placed significant emphasis on working with female operators, resulting in patented female body armor that addresses the distinct ergonomic needs of female agents without compromising comfort or adding bulk or weight. Taken all together, their track record of product development coupled with advanced engineering capabilities reflect a business that has invested heavily in innovation and built meaningful barriers to entry. Before turning to Q& A, I'll spend a moment to reiterate the key investment merits that TYR Tactical brings to the table. The acquisition represents a significant step forward in advancing Cadre' s strategic focus on mission-critical products. With high margins, strong cash flows, and compelling growth tailwinds, it establishes a foothold in international markets and provides access to new customers based on long-standing relationships that drive demand.
From the initial diligence that we have completed, TYR has shown an impressive dedication to manufacturing processes that deliver customers best-in-class solutions. We look forward to employing core Cadre operating model tools to unlock additional opportunities with TYR and other Cadre brands. Overall, this is exactly the kind of high-quality, strategically aligned business we seek to add to our platform, one that enhances our leadership, accelerates growth, and delivers long-term value for our shareholders. We can't wait to get started and begin the integration process following the expected close in the first half of 2026. With that, operator, please open up the lines for Q & A.
At this time, I'd like to remind everyone, in order to ask a question, press star, then the number one on your telephone keypad. We will pause for just a moment to compile the Q&A roster. Your first question comes from Larry Solow from CJS Securities. Please go ahead.
Great. Good morning, guys. Congratulations. Sounds like strategically certainly what you're looking for. Maybe give us a little more color just on the competitive environment. It sounds like most of these products a re complementary to you guys, Doesn't sound like you're competing much directly m aybe across their product line. Sounds like they're the leader. Can you just give us a l ittle more color on the competitive environment. Their growth history sounds like they're closing in on $100 million revenue in a 15-year history. How has that kind of growth shaped that over the last few years?
Hey Larry, it's Brad. I'll take the first half of that and then Blaine will pick up on the last piece there. Just talking about the competitive landscape, typically when we talk about competition in the market, Safariland is known for really the soft body armor side of things within, as you know, law enforcement. From an armor perspective, what we typically don't have significant share in is on the tactical side of things. We've done well, as you know, in the past 24 months with a product called HyperX, which is a tactical body armor system that Safariland has. To kind of contrast that, you flip it the other way. When you look at TYR , we don't have significant customer overlap, which is great. That was one of the things that attracted us to the business.
They're entrenched with militaries around the world, where typically Safariland has national police forces. When we have business outside the U.S. and as you know, we're heavily concentrated in law enforcement, they're heavily concentrated more in the federal side of things. From a customer perspective, when you look at products, the Safariland expertise is not in plates and shields. Even though we have those product lines, they're important to the business that we have today. It's not something that we've been able to continue to keep up with the type of investments needed to progress those product categories forward. TYR has done an amazing job, not just from a product development in those categories, but also capital equipment to make sure that we can keep up with the more advanced materials that are needed to manufacture the plates and gear at the level that's needed in the market.
On the growth side, Larry, they've seen pretty significant growth over the last few years as they've landed some of these large, large projects and large opportunities. We expect that to moderate but still to grow in the future. As we move forward, we'll provide more guidance. They've definitely been aggressive in the market and successful with their products, and we're excited to really bring them as part of the Cadre family and look forward to some of the opportunities we can unlock between the traditional kind of armor supply line as well as the pure tactical products.
I appreciate that. If I could just squeeze in one more, it sounds like, I know you didn't give the actual EBITDA number, but if I just take a guesstimate with the margin profile you discussed, your leverage, pro forma, I think should still be just under 3. Am I in the ballpark there?
Yeah. Using Q3 results and pro forma, would Tier be just less than 3? That's correct.
Great, thanks. I appreciate it.
Your next question comes from the line of Matt Koranda with ROTH Capital. Please go ahead.
Hey guys, congrats. Just wanted to start with maybe the regional exposure at TYR . I know you broke out and said about 50% of sales coming internationally, but you were sort of qualitatively alluding to a fair amount in Northern Europe. Any willingness to sort of break out exposure there, and then potential to cross-sell some of your core products into those customers as well to get some more growth lift out of this?
Other than what we've disclosed, Matt, and thanks for the question. We'll kind of leave it to Brad's comments where he mentioned Sweden and Denmark, but they have had great success in Northern Europe and we think there's the opportunity to really leverage the best of both worlds as we continue to explore additional exposure and wins in Europe. We primarily think about that on the armor side b ut w e do believe with the strong relationship here brings, it can and will open up opportunities for other product lines as well.
Okay, got it. And then I guess we are relatively close to the end of the year in 2025. Any willingness to just sort of put a rough number on what they are tracking towards for the year in terms of sales? I know you gave the 2024 number. But how should we think about, I guess, sales this year?
Yeah, we won't put a specific number on it. You know, we're obviously getting through the process and signing the purchase agreement, and we'll look to close the first half of next year. Based on where they landed next or last year, they do have growth this year. As we move forward and get to maybe the earnings call in a couple of weeks or next week, we can discuss a little bit more. They've definitely been growing. We would not expect them to be flat.
Okay, last, just quick one on the margin front. I know you said accretive to EBITDA margins, so I assume that means probably we likely have something like a 20% handle EBITDA margin on this thing. How stable have margins been historically, and then just any tariff exposure or any other material kind of cost exposure we should be thinking about on this front?
Yeah, on the gross margin they have seen expansion with some of the new opportunities. When you go down to EBITDA margins, you've obviously seen some pretty significant growth as they've leveraged their SG&A. Much like Cadre, Vince is thoughtful about investing in the business now and why. We are very excited. We think a lot of that culture side fits really well with us and how they think about the business. One of the pieces we were most pleased to see is they have a focus on high quality business going forward and the business they win. They're not competing on price, they're bringing value to the table and pricing accordingly. And Matt, I think you had a second question.
The other piece was just any tariff exposure that we should be considering, and any material cost items that we should be thinking about in terms of input costs for TYR?
No, it's. Yeah, their supply chain is very similar to the current armor business supply chain, so there's no significant tariff exposure like the rest of the business.
Appreciate that. I'll leave it there. Thank you.
Your next question comes from the line of Sheila Kahyaoglu with Jefferies. Please go ahead.
Congrats guys and good morning. Maybe is there any way to size the market for tactical and how we think about its share and its competitive, the competitive dynamics a bit more?
Yeah, I'll talk about the competitive dynamics and you kind of have to look at the U.S. versus, we'll just say, Europe and kind of carve those two out. For the U.S. market in the tactical space, there's a few competitors in the U.S. We obviously have Safariland that I spoke to when Larry asked his question. You have TYR Tactical in the space. You have a company called FirstSpear that's typically in the space and another company called Crye, which are particularly the ones that you would see in that tactical side of things in the market. That's the U.S. play. At this point, we would have two of those three with Safariland and TYR teaming up together as we go forward there. Internationally, it's a bit different.
As you can imagine, like we talked before, the international space is a bit more crowded because you'll have local body armor manufacturers within various countries. There are a couple larger companies that go outside their geographic area or their headquarter area, I would call it, into larger parts of the market. There's two there that typically compete for the majority of the market. As you know, Safariland's a small player in that space. TYR 's done well in pockets of Europe, like we talked about, where they've identified opportunities to really focus on the differentiation of their products and getting the value for those products.
Great. Maybe one more. We've deployed over $400 million in M&A over the past 24 months. How do we think about this, like the integration processes with the deals and capacity to continue to do deal?
Yeah, we're very happy with the pace that we've been going and, you know, like we've talked about in the past, we take that disciplined approach. We want to make sure that we're careful as we're doing not only diligence, but also pre-diligence since we're getting the companies. We've spent quite a long time talking with the TYR team, with Jane and Jason overall. For us, it's not necessarily about quantity. It's about finding those quality deals, deals that fit with our strategy and what we want to do as we continue to move forward in terms of capacity. We've had the capacity for this pace. You've heard Blaine talk about previously that our goal would be, we'd love to aspire to about $100 million in acquired revenue on an annual basis. Except for this year, we've really not met that goal overall.
We're happy to say this is that first opportunity that we've had with our acquisition earlier this year of the Carr's Group plus TYR. We get to that point, so we definitely have the capacity to do more. The funnel has lots of opportunities for us to do more and we'll continue to get after it.
Great, thank you.
Your next question comes from the line of Jeff Van Sinderen with B. Riley Securities. Please go ahead.
Good morning, everyone. Let me add my congratulations. A couple things. Just curious. Did you say how much of the business is military? Just wondering what the concentration is there. Also, which products are selling into military? Is that just hard plates or hard armor? Maybe you could just touch on the threat level that we're talking about versus the existing Cadre product lines and ability to protect against threat level.
I'll work that backwards. Threat level would be similar. They have the full range of threat levels overall, no different than, you know, Safariland on that one. In terms of military, we did not disclose down to that level, breaking out military versus public safety. I will say when you look at, you know, their military side of things, we're not talking U.S. Military. Their concentration of military is in Europe. As I mentioned, in the U.S. it's more of the federal side of things. They also have law enforcement. It's a smaller part of the business, but the federal piece in the U.S. is the bigger part of the U.S. market that they go after. Overall, not a lot of overlap in terms of customer base. We feel like it's a good step in the direction that we needed to continue to diversify across customers.
Okay, great. It does appear to be margin accretive from the get go. Just wondering, are there other synergies that you're thinking about being able to achieve?
Yeah, yeah. As you know, we always look for those. That's just our DNA as we go forward. The business that Jane and Jason have built is exceptional. I've been in many, many manufacturing companies around the world in many, many different end markets. It's one of the best operating facilities that I've seen. It also means that there's always room to improve, as you know, and we typically find that and work with the businesses that we do acquire to find ways to continue to unlock that as we go forward. We're excited as we continue to get to know the business. We'll get closed up hopefully in the first half of the year and then the fun begins.
Okay, great to hear. Thanks for taking my questions.
Thanks, Jeff.
Your next question comes from a line of Mark Smith with Lake Street Capital Markets. Please go ahead.
Hi, guys. Maybe a different way of asking law enforcement versus military. Any split on kind of hard versus soft armor?
I didn't catch the last part.
Versus hard and soft?
Maybe without going to that level of detail, I think the easiest way to think about the business is, you know, majority of the revenues are international and majority is military. They still have significant law enforcement revenue, but they've been very targeted. I think that's what the TYR team and Jane and Jason have done a good job of. It's finding those opportunities where they can really create value and get those margins that, frankly, we like to see in our side of the business. As we move forward, we expect continued growth on both sides. At this point, splitting out soft versus hard is not something we're going to disclose publicly, but thank you.
Okay. I'm curious on this fairly recent Danish contract that they signed, I think it's $200 million, you know, how much of that is really the driver of growth? If you can speak to potential additional contracts that are coming up or maybe even how much of the business today is on kind of firm contracts such as that Danish deal.
The Danish piece is certainly a driver of their growth. They've had a lot of success in Sweden as well and also locally domestically. They've had great success in the federal side. I think those are, if you kind of think about those as three key accounts, those are absolutely important to us and to TYR , and they have not only the great relationships, but a better solution in the marketplace. That gives us a lot of comfort as we go forward, we look at this year. Maybe let's talk about the backlog makeup.
Their backlog is going to look quite a bit different from the Safariland Armor backlog where we talk about that being 30 to 45 days of backlog. Because of these framework and larger contracts with the military, their visibility is quite a bit better. They lean more towards that six months of backlog, more like the EOD or the nuclear business, which gives us a lot of comfort as we look forward for the revenue.
Excellent. Last one for me, I don't know if you guys have talked about it or Jason and Jane or any other management members coming over, continued operational roles versus just the shareholders.
Yeah, absolutely. I think Jason would be insulted if anyone thought that he was done in this market. Jason's very, very excited about that next step in their journey really. When you take what they've done and create an exceptional business and join teams with the Safariland team and the rest of the Cadre brands, he's in the business, he'll remain in the business with us and the team that he has. We look forward to teaming up with him and having our armor folks and our engineering teams working together at Safariland with the TYR engineering teams and also the selling teams as we continue to unravel what that looks like as we go forward into after the closing.
Excellent. Thank you, guys.
Thank you, Mark.
That completes our question- and- answer session. I will now turn the call back over to Brad Williams for closing remarks.
Thank you, operator. That will conclude our call for today.
Thank you. This concludes today's conference call. Thank you and have a great day.