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| PART I | | |
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| Item 1. Business | | 5 |
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| Item 1A. Risk Factors | | 13 |
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| Item 1B. Unresolved Staff Comments | | 32 |
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| Item 1C. Cybersecurity | | 32 |
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| Item 2. Properties | | 34 |
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| Item 3. Legal Proceedings | | 34 |
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| Item 4. Mine Safety Disclosures | | 34 |
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| PART II | | |
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| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | 34 |
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| Item 6. [Reserved] | | 36 |
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| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 37 |
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| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | | 46 |
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| Item 8. Financial Statements and Supplementary Data | | 48 |
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| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 84 |
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| Item 9A. Controls and Procedures | | 84 |
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| Item 9B. Other Information | | 85 |
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| Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | | 85 |
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| PART III | | |
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| Item 10. Directors, Executive Officers and Corporate Governance | | 85 |
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| Item 11. Executive Compensation | | 86 |
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| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 86 |
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| Item 13. Certain Relationships and Related Transactions, and Director Independence | | 86 |
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| Item 14. Principal Accounting Fees and Services | | 86 |
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| PART IV | | |
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| Item 15. Exhibits and Financial Statement Schedules | | 87 |
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CAUTIONARY STATEMENT
This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Except where the context otherwise requires or where otherwise indicated, the terms “Company”, “Cadre”, “we,” “us,” and “our,” refer to the consolidated business of Cadre Holdings, Inc. and its consolidated subsidiaries. All statements in this Report, other than statements of historical fact, are forward-looking statements. These forward-looking statements are based on management’s currentexpectations, assumptions, hopes, beliefs, intentions, and strategies regardingfuture events and are based on currently available information as to the outcome and timing of future events. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business.
Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. These forward-looking statements are based on information available as of the date of this Report (or, in the case of any forward-looking statements incorporated herein by reference, as of the date of the applicable filed document) and on current expectations, forecasts, and assumptions and are subject to a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. Our forward-looking statements do not reflect the potential impact of any future acquisitions, partnerships, mergers, dispositions, joint ventures, or investments we may make.
As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
| ● | the availability of capital to satisfy our working capital requirements; |
| ● | anticipated trends and challenges in our business and the markets in which we operate; |
| ● | our ability to anticipate market needs or develop new or enhanced products to meet those needs; |
| ● | our expectations regarding market acceptance of our products; |
| ● | the success of competing products by others that are or become available in the market in which we sell our products; |
| ● | the impact of adverse publicity about the Company and/or its brands, including without limitation, through social media or in connection with brand damaging events and/or public perception; |
| ● | changes in political, economic or regulatory conditions generally and in the markets in which we operate; |
| ● | the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations; |
| ● | our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, |
customers, distributors or otherwise;
| ● | our ability to retain and attract senior management and other key employees; |
| ● | our ability to quickly and effectively respond to new technological developments; |
| ● | the effect of an outbreak of disease or similar public health threat on the Company’s business; |
| ● | logistical challenges related to supply chain disruptions and delays; |
| ● | the impact of inflationary pressures and our ability to mitigate such impacts with pricing and productivity; |
| ● | the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; |
| ● | the operation of our information technology systems without material interruption, including due to natural disasters, vendor business interruptions, or other causes; |
| ● | our ability to properly maintain, protect, repair or upgrade our information technology systems or information security systems, or problems with our transitioning to upgraded or replacement systems; |
| ● | cybersecurity incidents, including previously experienced incidents, information technology outages, and evolving privacy and cybersecurity requirements, which could disrupt operations and expose us to liability and reputational harm, depending in part on the effectiveness of our response and mitigation efforts; |
| ● | our ability to protect our trade secrets or other proprietary rights and operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; |
| ● | our ability to maintain a quarterly dividend; |
| ● | the expenses associated with being a public company, including but not limited to expenses associated with disclosure and reporting obligations; |
| ● | our ability to comply with additional reporting, governance, and internal control requirements when we cease to be an emerging growth company; |
| ● | evolving climate and ESG related stakeholder expectations and regulatory requirements, which are uncertain and may result in increased compliance costs, litigation, and reputational harm; |
| ● | any material differences in the actual financial results of the Company’s past and future acquisitions as compared with the Company’s expectations; |
| ● | our ability to integrate the operations of the businesses we have acquired or may acquire in the future; |
| ● | the impact of changes in tariffs, tax laws, global trade policies as well as instability and volatility in global markets; and |
| ● | other risks and uncertainties set forth in the section entitled “Risk Factors” of this Report, which is incorporated herein by reference. |
Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed in this Report, specifically the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Other risks and uncertainties are and will be disclosed in our prior and future filings with the Securities and Exchange Commission (“SEC”). The following information should be read in conjunction with the Consolidated Financial Statements included in this Report.
Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements.
