Cadre Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001558370-25-010299
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001104659-25-106299
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 92 previous paragraphs and 93 current paragraphs.
57 unchanged; 31 reworded; 5 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 21 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
In October 2025, the Company signed a definitive agreement to acquire Tyr Tactical, LLC, a leading global manufacturer of tactical gear and equipment for military, law enforcement, and government agencies worldwide, for approximately $175.0 million.
Current report
*Net sales.*Product segment net sales increased by $42.3 million, or 43.8%, from $96.5 million to $138.8 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to an increase of $18.1 million from the Zircaloy acquisition and increases of $14.9 million from North American armor products and $14.1 million from duty gear products – both a result of stronger demand in the current period and the impact of the 2024 cybersecurity incident on the comparable period, partially offset by a decrease of $5.5 million due to large order timing in the existing nuclear safety products. Distribution segment net sales increased by $8.7 million, or 48.5%, from $17.8 million to $26.5 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to stronger demand for hard goods and the impact of the 2024 cybersecurity incident on the comparable period. Reconciling items consist primarily of intercompany eliminations.
Current report
Comparison of Nine months Ended September 30, 2025 to Nine months Ended September 30, 2024
Current report
Adjusted EBITDA increased by $16.3 million for the three months ended September 30, 2025 as compared to 2024, primarily due to an increase in gross profit and the Zircaloy acquisition, partially offset by an increase in selling, general and administrative expenses. Adjusted EBITDA increased by $11.0 million for the nine months ended September 30, 2025 as compared to 2024, primarily due to an increase in gross profit and the Zircaloy acquisition, partially offset by an increase in selling, general and administrative expenses.
Current report
Our long-term contractual obligations generally include our debt and related interest payments and operating and finance lease payments for our property and equipment, and are expected to be funded from cash-on-hand, cash from operations and availability under our existing credit facilities. There were no significant changes to our contractual obligations from those disclosed in the Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025.
Removed paragraphs (4)
Previous report
*Net sales.*Product segment net sales increased by $11.7 million, or 9.1%, from $128.4 million to $140.1 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to increases of $13.4 million from the Zircaloy acquisition and $1.8 million from existing nuclear safety products, partially offset by a decrease of $3.4 million from EOD products. Distribution segment net sales decreased by $0.1 million, or 0.3%, from $25.6 million to $25.5 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to decreased demand for hard goods. Reconciling items consisting primarily of intercompany eliminations were $8.5 million and $9.7 million for the three months ended June 30, 2025 and 2024, respectively.
Previous report
Comparison of Six months Ended June 30, 2025 to Six months Ended June 30, 2024
Previous report
Adjusted EBITDA decreased by $1.3 million for the three months ended June 30, 2025 as compared to 2024, primarily due to increased selling, general and administrative costs partially offset by favorable pricing net of material inflation and favorable exchange rates. Adjusted EBITDA decreased by $5.3 million for the six months ended June 30, 2025 as compared to 2024, primarily due to increased selling, general and administrative costs partially offset by favorable pricing net of material inflation, exchange rate favorability, and continuous improvement projects.
Previous report
The following table summarizes our significant contractual obligations as of June 30, 2025 by period:
Reworded paragraphs (31)
Previous wording
Net sales increased by $5.0 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily as a result of the Zircaloy acquisition and increased demand for duty gear and existing nuclear safety products, partially offset by decreases in EOD and armor products, both a result of large orders delivered in the six months ended June 30, 2024.
Current wording
Net sales increased by $46.5 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily as a result of the Zircaloy acquisition, the impact of the 2024 cybersecurity incident on the comparable period, and increased demand for North American armor and duty gear products, partially offset by decreases in the existing nuclear safety business.
Previous wording
Net income decreased by $0.4 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily as a result of increased transaction costs and interest expense, partially offset by gains from foreign currency fluctuations.
Current wording
Net income increased by $7.3 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily as a result of increased gross profit, partially offset by Zircaloy selling, general and administrative expenses and increases in compensation expense, transaction costs and interest expense.
Previous wording
Net sales increased by $12.8 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily as a result of the Zircaloy acquisition and increased demand for existing nuclear safety products, partially offset by a decrease in explosive ordnance disposal (“EOD”) products.
Current wording
Net sales increased by $51.5 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily as a result of the Zircaloy acquisition, the impact of the 2024 cybersecurity incident on the comparable period, and increased demand for existing nuclear safety products and crowd control products.
Previous wording
Net income increased by $2.0 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily as a result of gains from foreign currency fluctuations, partially offset by increased payroll expense and associated benefits, interest expense and provision for taxes.
Current wording
Net income increased by $9.3 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily as a result of increased gross profit and gains from foreign currency fluctuations, partially offset by increases in compensation expense, interest expense and provision for taxes.
Previous wording
Orders backlog increased by $57.5 million as of June 30, 2025 compared to December 31, 2024, primarily due to increases of $56.6 million from the Zircaloy acquisition, $5.9 million from chemiluminescent products and $3.8 million from structural armor products, partially offset by reductions of $6.5 million from existing nuclear safety products and $3.5 million from the delivery of large orders for crowd control products in the six months ended June 30, 2025.
Current wording
Orders backlog increased by $75.5 million as of September 30, 2025 compared to December 31, 2024, primarily due to increases of $54.3 million from the Zircaloy acquisition, $9.4 million from U.S. government and international channels for duty gear holsters, $7.3 million from chemiluminescent products and $3.8 million from structural armor products, partially offset by reductions of $6.5 million from existing nuclear safety products.
Previous wording
The following table presents data from our results of operations for the three and six months ended June 30, 2025 and 2024 (in thousands unless otherwise noted):
Current wording
The following table presents data from our results of operations for the three and nine months ended September 30, 2025 and 2024 (in thousands unless otherwise noted):
Previous wording
The following tables present segment data for the three and six months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following tables present segment data for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Previous wording
*Cost of goods sold and gross profit.*Product segment cost of goods sold increased by $6.1 million, or 8.0%, from $75.6 million to $81.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to the Zircaloy acquisition and increased costs to manufacture products, partially offset by continuous improvement projects. Product segment gross profit as a percentage of net sales increased by 60 basis points to 41.7% for the three months ended June 30, 2025 from 41.1% for the three months ended June 30, 2024, mainly driven by favorable pricing net of material inflation, a decrease in inventory step-up amortization, and exchange rate favorability. Distribution segment cost of goods sold decreased by $0.1 million, or 0.6%, from $19.7 million to $19.6 million for the three months ended June 30, 2025 as compared to the same period in 2024, primarily due to favorable mix. Distribution segment gross profit as a percentage of net sales increased by 20 basis points to 23.1% for the three months ended June 30, 2025 from 22.9% for the three months ended June 30, 2024, mainly driven by favorable mix. Reconciling items consisting primarily of intercompany eliminations were $8.5 million and $9.7 million for the three months ended June 30, 2025 and 2024, respectively.
Current wording
*Cost of goods sold and gross profit.*Product segment cost of goods sold increased by $17.5 million, or 28.9%, from $60.4 million to $77.9 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to the Zircaloy acquisition, increased volume, and increased costs to manufacture products, partially offset by amortization of inventory step up adjustments related to 2024 acquisitions and continuous improvement projects. Product segment gross profit as a percentage of net sales increased by 650 basis points to 43.9% for the three months ended September 30, 2025 from 37.4% for the three months ended September 30, 2024, mainly driven by increased volume, favorable pricing net of material inflation, and a decrease in inventory step-up amortization. Distribution segment cost of goods sold increased by $6.9 million, or 49.6%, from $13.9 million to $20.8 million for the three months ended September 30, 2025 as compared to the same period in 2024, primarily due to increased volume. Distribution segment gross profit as a percentage of net sales decreased by 60 basis points to 21.3% for the three months ended September 30, 2025 from 21.9% for the three months ended September 30, 2024, mainly driven by a one-time inventory charge. Reconciling items consist primarily of intercompany eliminations.
Previous wording
*Selling, general and administrative.*Selling, general and administrative increased by $6.6 million, or 17.0%, for the three months ended June 30, 2025 as compared to the same period in 2024, primarily due to the Zircaloy acquisition and increases in payroll expense and associated benefits and contingent consideration expense.
Current wording
*Selling, general and administrative.*Selling, general and administrative increased by $11.6 million, or 34.3%, for the three months ended September 30, 2025 as compared to the same period in 2024, primarily due to the Zircaloy acquisition, and increases in payroll expense and associated benefits, and professional services expenses.
Previous wording
*Restructuring and transaction costs.*Restructuring and transaction costs increased by $3.3 million for the three months ended June 30, 2025 primarily due to costs incurred for the Zircaloy acquisition.
Current wording
*Restructuring and transaction costs.*Restructuring and transaction costs increased by $1.7 million for the three months ended September 30, 2025 primarily due to increased transaction costs associated with the acquisition of Tyr Tactical, LLC.
Previous wording
*Related party expense.*Related party expense, which ordinarily consists of rent expense related todistribution warehouses and retail stores that we lease from related parties, increased by $1.0 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 due to a$1.0 million transaction fee paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with the Zircaloy acquisition.
Current wording
*Related party expense.*Related party expense, which ordinarily consists of rent expense related todistribution warehouses and retail stores that we lease from related parties, remained flat for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.
Previous wording
*Interest expense.*Interest expense increased by $1.6 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to the debt assumed as part of the Zircaloy acquisition in April 2025.
Current wording
*Interest expense, net.*Interest expense, net increased by $1.0 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to the debt assumed as part of the Zircaloy acquisition in April 2025.
Previous wording
*Other income (expense), net.*Other income, net was $7.4 million for the three months ended June 30, 2025 as compared to Other expense, net of $1.8 million for the three months ended June 30, 2024, primarily due to changes in foreign currency exchange rates.
Current wording
*Other (expense) income, net.*Other expense, net was $0.8 million for the three months ended September 30, 2025 as compared to Other income, net of $1.6 million for the three months ended September 30, 2024, primarily due to changes in foreign currency exchange rates.
Previous wording
*Provision for income taxes.*Provision for income taxes was $5.0 million for the three months ended June 30, 2025 compared to $5.0 million for the three months ended June 30, 2024. The effective tax rate was 29.0% for the three months ended June 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation. The effective tax rate was 28.7% for the three months ended June 30, 2024 andwas higher than the statutory rate primarily due to non-deductible executive compensation.
Current wording
*Provision for income taxes.*Provision for income taxes was $3.9 million for the three months ended September 30, 2025 compared to $1.3 million for the three months ended September 30, 2024. The effective tax rate was 26.3% for the three months ended September 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation, partially offset by a decrease in the reserve for uncertain tax positions during the quarter. The effective tax rate was 26.8% for the three months ended September 30, 2024 andwas higher than the statutory rate primarily due to non-deductible executive compensation.
Previous wording
*Net sales.*Product segment net sales increased by $5.7 million, or 2.3%, from $247.2 million to $252.9 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to increases of $13.4 million from the Zircaloy acquisition, $9.5 million from existing nuclear safety products, $2.4 million from duty gear products, partially offset by decreases of $10.7 million from EOD and $7.8 million from armor products, both a result of large orders delivered in the six months ended June 30, 2024. Distribution segment net sales decreased by $0.4 million, or 0.8%, from $53.8 million to $53.4 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to decreased demand for hard goods. Reconciling items consisting primarily of intercompany eliminations were $19.0 million and $18.8 million for the six months ended June 30, 2025 and 2024, respectively.
Current wording
*Net sales.*Product segment net sales increased by $48.0 million, or 14.0%, from $343.7 million to $391.7 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to an increase of $31.5 million from the Zircaloy acquisition and increases of $16.5 million from duty gear products and $6.2 million from North American armor products – both a result of stronger demand in the current period and the impact of the 2024 cybersecurity incident on the comparable period, $3.9 million from existing nuclear safety products, and $2.4 million from higher demand for crowd control products, partially offset by a decrease of $12.0 million from EOD as a result of large orders delivered in the nine months ended September 30, 2024. Distribution segment net sales increased by $8.3 million, or 11.5%, from $71.6 million to $79.9 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to stronger demand for hard goods and the impact of the 2024 cybersecurity incident on the comparable period. Reconciling items consist primarily of intercompany eliminations.
Previous wording
*Cost of goods sold and gross profit.*Product segment cost of goods sold increased by $0.9 million, or 0.7%, from $143.4 million to $144.3 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to the Zircaloy acquisition and increased costs to manufacture product, partially offset by lower volumes and a decrease in inventory step-up amortization. Product segment gross profit as a percentage of net sales increased by 92 basis points to 42.9% for the six months ended June 30, 2025 from 42.0% for the six months ended June 30, 2024, mainly driven by favorable pricing net of material inflation, a decrease in inventory step-up amortization and exchange rate favorability, partially offset by labor and overhead inflation. Distribution segment cost of goods sold increased by $0.2 million, or 0.4%, from $41.3 million to $41.5 million for the six months ended June 30, 2025 as compared to the same period in 2024, primarily due to unfavorable mix. Distribution segment gross profit as a percentage of net sales decreased by 91 basis points to 22.3% for the six months ended June 30, 2025 from 23.2% for the six months ended June 30, 2024, mainly driven by unfavorable mix. Reconciling items consisting primarily of intercompany eliminations were $18.9 million and $18.8 million for the six months ended June 30, 2025 and 2024, respectively.
Current wording
*Cost of goods sold and gross profit.*Product segment cost of goods sold increased by $18.4 million, or 9.0%, from $203.8 million to $222.2 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to the Zircaloy acquisition, increased volume, and increased costs to manufacture product, partially offset by a decrease in inventory step-up amortization and continuous improvement projects. Product segment gross profit as a percentage of net sales increased by 256 basis points to 43.3% for the nine months ended September 30, 2025 from 40.7% for the nine months ended September 30, 2024, mainly driven by increased volume, favorable pricing net of material inflation, and a decrease in inventory step-up amortization, partially offset by labor and overhead inflation. Distribution segment cost of goods sold increased by $7.1 million, or 12.8%, from $55.2 million to $62.3 million for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to increased volume. Distribution segment gross profit as a percentage of net sales decreased by 91 basis points to 22.0% for the nine months ended September 30, 2025 from 22.9% for the nine months ended September 30, 2024, mainly driven by unfavorable mix. Reconciling items consist primarily of intercompany eliminations.
Previous wording
*Selling, general and administrative.*Selling, general and administrative increased by $7.6 million, or 9.6%, for the six months ended June 30, 2025 as compared to the same period in 2024, primarily due to the Zircaloy acquisition, payroll expense and associated benefits, and professional services expenses.
Current wording
*Selling, general and administrative.*Selling, general and administrative increased by $19.2 million, or 17.0%, for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to the Zircaloy acquisition, payroll expense and associated benefits, and professional services expenses.
Previous wording
*Restructuring and transaction costs.*Restructuring and transaction costs increased by $0.9 million for the six months ended June 30, 2025 primarily due to costs incurred for the Zircaloy acquisition.
Current wording
*Restructuring and transaction costs.*Restructuring and transaction costs increased by $2.6 million for the nine months ended September 30, 2025 primarily due to increased transaction costs associated with the acquisition of Tyr Tactical, LLC.
Previous wording
*Related party expense.*Related party expense, which ordinarily consists of rent expense related todistribution warehouses and retail stores that we lease from related parties, decreased by $0.7 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily due to a prior year$1.8 million transaction fee offset by a current year $1.0 million transaction fee paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with the acquisitions of Alpha Safety and Zircaloy, respectively.
Current wording
*Related party expense.*Related party expense, which ordinarily consists of rent expense related todistribution warehouses and retail stores that we lease from related parties, decreased by $0.7 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily due to a prior year$1.8 million transaction fee offset by a current year $1.0 million transaction fee paid to Kanders & Company, Inc., a company controlled by our Chief Executive Officer, in connection with the acquisitions of Alpha Safety and Zircaloy, respectively.
Previous wording
*Interest expense.*Interest expense increased by $2.2 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to the debt assumed as part of the Zircaloy acquisition in April 2025.
Current wording
*Interest expense, net.*Interest expense, net increased by $3.2 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to the debt assumed as part of the Zircaloy acquisition in April 2025.
Previous wording
*Other income (expense), net.*Other income, net was $7.4 million for the six months ended June 30, 2025 as compared to Other expense, net of $1.8 million for the six months ended June 30, 2024, primarily due to changes in foreign currency exchange rates.
Current wording
*Other (expense) income, net.*Other income, net was $6.6 million for the nine months ended September 30, 2025 as compared to Other expense, net of $0.2 million for the nine months ended September 30, 2024, primarily due to changes in foreign currency exchange rates.
Previous wording
Provision for income taxes. Provision for income taxes was $8.4 million for the six months ended June 30, 2025 compared to $7.0 million for the six months ended June 30, 2024. The effective tax rate was 28.0% for the six months ended June 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation. The effective tax rate was 26.5% for the six months ended June 30, 2024 and was higher than the statutory rate primarily due to non-deductible executive compensation.
Current wording
Provision for income taxes. Provision for income taxes was $12.3 million for the nine months ended September 30, 2025 compared to $8.4 million for the nine months ended September 30, 2024. The effective tax rate was 27.5% for the nine months ended September 30, 2025 and was higher than the statutory rate primarily due to state taxes and non-deductible executive compensation, partially offset by a decrease in the reserve for uncertain tax positions during the quarter. The effective tax rate was 26.5% for the nine months ended September 30, 2024 and was higher than the statutory rate primarily due to non-deductible executive compensation.
Previous wording
For the six months ended June 30, 2025, net cash provided by operating activities totaled $20.0 million and as of June 30, 2025, cash and cash equivalents totaled $137.5 million. We believe that our cash flows from operations and cash on hand, and available borrowing capacity under our existing credit facilities (as described below) will be adequate to meet our liquidity requirements for at least the 12 months following the date of this Quarterly Report on Form 10-Q. Our future capital requirements will depend on several factors, including future acquisitions and investments in our manufacturing facilities and equipment. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us, if at all.
Current wording
For the nine months ended September 30, 2025, net cash provided by operating activities totaled $42.5 million and as of September 30, 2025, cash and cash equivalents totaled $150.9 million. We believe that our cash flows from operations and cash on hand, and available borrowing capacity under our existing credit facilities (as described below) will be adequate to meet our liquidity requirements for at least the 12 months following the date of this Quarterly Report on Form 10-Q. Our future capital requirements will depend on several factors, including future acquisitions and investments in our manufacturing facilities and equipment. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us, if at all.
Previous wording
As of June 30, 2025 and December 31, 2024, we had $315.2 million and $223.2 million in outstanding debt, net of debt discounts and debt issuance costs, respectively, primarily related to the term loan facilities.
Current wording
As of September 30, 2025 and December 31, 2024, we had $311.2 million and $223.2 million in outstanding debt, net of debt discounts and debt issuance costs, respectively, primarily related to the term loan facilities.
Previous wording
The 2024 Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the 2024 Borrower or any 2024 Guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, dispositions, and mandatory prepayments in connection with certain liquidity events. Additionally, the 2024 Credit Agreement contains certain restrictive debt covenants, which require us to: (i) maintain a minimum fixed charge coverage ratio of 1.25 to 1.00, starting with the quarter ended December 31, 2024, which is to be determined for each quarter end on a trailing four quarter basis and (ii) maintain a quarterly maximum consolidated total net leverage ratio of 4.00 to 1.00 from the quarter ended December 31, 2024 until the quarter ended March 31, 2026, and thereafter 3.50 to 1.00, which is in each case to be determined on a trailing four quarter basis; provided that under certain circumstances and subject to certain limitations, in the event of a material acquisition, we may temporarily increase the consolidated total net leverage ratio by up to 0.50 to 1.00 for four fiscal quarters following such acquisition, subject to a maximum consolidated total net leverage ratio of 4.00 to 1.00. Furthermore, the 2024 Credit Agreement also includes customary events of default, including non-payment of principal, interest, or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payments on other material indebtedness, bankruptcy and insolvency events, material judgments, and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the 2024 Credit Agreement may be accelerated, and the Lenders could foreclose on their security interests in the assets of the Borrower and the Guarantors. As of August 1, 2025, there were no amounts outstanding under the 2024 Revolving Loan.
Current wording
The 2024 Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the 2024 Borrower or any 2024 Guarantor, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, dispositions, and mandatory prepayments in connection with certain liquidity events. Additionally, the 2024 Credit Agreement contains certain restrictive debt covenants, which require us to: (i) maintain a minimum fixed charge coverage ratio of 1.25 to 1.00, starting with the quarter ended December 31, 2024, which is to be determined for each quarter end on a trailing four quarter basis and (ii) maintain a quarterly maximum consolidated total net leverage ratio of 4.00 to 1.00 from the quarter ended December 31, 2024 until the quarter ended March 31, 2026, and thereafter 3.50 to 1.00, which is in each case to be determined on a trailing four quarter basis; provided that under certain circumstances and subject to certain limitations, in the event of a material acquisition, we may temporarily increase the consolidated total net leverage ratio by up to 0.50 to 1.00 for four fiscal quarters following such acquisition, subject to a maximum consolidated total net leverage ratio of 4.00 to 1.00. Furthermore, the 2024 Credit Agreement also includes customary events of default, including non-payment of principal, interest, or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payments on other material indebtedness, bankruptcy and insolvency events, material judgments, and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the 2024 Credit Agreement may be accelerated, and the Lenders could foreclose on their security interests in the assets of the 2024 Borrower and the Guarantors. As of October 31, 2025, there were no amounts outstanding under the 2024 Revolving Loan.
Previous wording
During the six months ended June 30, 2025, net cash provided by operating activities of $20.0 million resulted primarily from net income of $21.5 million, add-backs to net income of a $8.5 million for depreciation and amortization, and $4.4 million for stock-based compensation, primarily offset by deductions to net income of $3.5 million for unrealized foreign currency transaction gains and $13.4 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts receivable of $10.4 million, an increase in inventories of $11.3 million and a decrease in accounts payable and other liabilities of $15.8 million.
Current wording
During the nine months ended September 30, 2025, net cash provided by operating activities of $42.5 million resulted primarily from net income of $32.4 million, add-backs to net income of a $13.9 million for depreciation and amortization, and $6.8 million for stock-based compensation, primarily offset by deductions to net income of $4.2 million for deferred income taxes, $2.3 million for unrealized foreign currency transaction gains and $7.7 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts receivable of $19.4 million, an increase in inventories of $14.8 million and a decrease in accounts payable and other liabilities of $16.9 million.
Previous wording
During the six months ended June 30, 2024, net cash provided by operating activities of $13.3 million resulted primarily from net income of $19.5 million, a $8.6 million add-back to net income for depreciation and amortization, a $4.2 million add-back to net income for stock-based compensation and a net deduction to net income of $22.3 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts payable and other liabilities of $22.0 million, an increase in accounts receivable of $3.4 million and a decrease in inventories of $2.4 million.
Current wording
During the nine months ended September 30, 2024, net cash provided by operating activities of $8.1 million resulted primarily from net income of $23.2 million, a $12.3 million add back to net income for depreciation and amortization, a $6.3 million add back to net income for stock-based compensation, a deduction to net income of $11.6 million for deferred income taxes and a net deduction to net income of $27.7 million for changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by a decrease in accounts payable and other liabilities of $21.1 million and an increase in prepaid expenses and other assets of $4.2 million.
Previous wording
During the six months ended June 30, 2025, we used $92.3 million of cash in investing activities, primarily consisting of $89.6 million for the acquisition of Zircaloy.
Current wording
During the nine months ended September 30, 2025, we used $93.2 million of cash in investing activities, primarily consisting of $89.6 million for the acquisition of Zircaloy.
Previous wording
During the six months ended June 30, 2024, we used $145.1 million of cash in investing activities, primarily consisting of $141.8 million for the acquisition of ICOR and Alpha Safety.
Current wording
During the nine months ended September 30, 2024, we used $146.1 million of cash in investing activities, primarily consisting of $141.8 million for the acquisition of ICOR and Alpha Safety.
Previous wording
During the six months ended June 30, 2025, net cash provided by financing activities of $82.9 million resulted primarily from proceeds from term loans of $97.5 million, partially offset by principal payments on term loans of $5.7 million and dividends distributed of $7.7 million.
Current wording
During the nine months ended September 30, 2025, net cash provided by financing activities of $75.4 million resulted primarily from proceeds from term loans of $97.5 million, partially offset by principal payments on term loans of $9.7 million and dividends distributed of $11.6 million.
Previous wording
During the six months ended June 30, 2024, net cash provided by financing activities of $149.9 million resulted primarily from proceeds from term loans of $80.0 million and proceeds from the secondary offering, including option exercise, of $91.8 million, partially offset by principal payments on term loans of $6.1 million, taxes paid in connection with employee stock transactions of $5.3 million and dividends distributed of $6.8 million.
Current wording
During the nine months ended September 30, 2024, net cash provided by financing activities of $142.8 million resulted primarily from proceeds from term loans of $80.0 million and proceeds from the secondary offering, including option exercise, of $91.8 million, partially offset by principal payments on term loans of $9.6 million, taxes paid in connection with employee stock transactions of $5.3 million and dividends distributed of $10.4 million.